<PAGE>

         DATED                   24th October                    1996
         ------------------------------------------------------------


                            99 BISHOPSGATE LIMITED

                                      and

                       99 BISHOPSGATE MANAGEMENT LIMITED

                                      and

                         HAMMERSON U.K. PROPERTIES PLC

                                      and

                         DONALDSON, LUFKIN & JENRETTE
                             INTERNATIONAL LIMITED

                                      and

                       DONALDSON, LUFKIN & JENRETTE, INC.


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

                                  UNDERLEASE
                                      of
                 Twenty-sixth Floor 99 Bishopsgate London EC2

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



                                                 HERBERT SMITH
                                                 Exchange House
                                                 Primrose Street
                                                 London EC2A 2HS
                                                 Tel: 0171-374 8000
                                                 Fax: 0171-496 0043
                                                 Ref: 129/P17/30608932

<PAGE>

                               TABLE OF CONTENTS

CLAUSE        HEADING                                                     PAGE

1.            Definitions

              Building
              Common Parts   
              Development
              Electricity Cost
              Enactment           
              Head Lease/Superior Lease
              Insurance Cost      
              Insurance Rent
              Insured Risks
              Interest Rate
              Lettable Unit
              Net Internal Area
              Normal Business Hours
              Permitted Part
              Permitted Use
              Planning Law        
              Plans
              Premises
              Public Authority

              Services
              Service Media

              Tenant
              Term
              VAT

2.            Interpretation

3.            Demise and Rents

4.            Tenant's Covenants

      (1)     Rent
      (2)     VAT
      (3)     Outgoings
      (4)     Compliance with Enactments
      (5)     Notices
      (6)     Repair
      (7)     Decoration and general condition and servicing
      (8)     Refuse
      (9)     To permit entry
      (10)    Compliance with notices relating to repair or condition
      (11)    Encroachments
      (12)    Alterations and reinstatement 
      (13)    Use
      (14)    Signs
   
<PAGE>

CLAUSE        HEADING                                                     PAGE

      (15)    Alienation
      (16)    Registration
      (17)    Payment of cost of notices consents etc.
      (18)    Machinery 
      (19)    Obstruction/overloading
      (20)    Parking/goods delivery
      (21)    Planning Law and compensation 
      (22)    Indemnity
      (23)    Defective Premises       
      (24)    Insurance and fire fighting equipment
      (25)    Dangerous and contaminative materials
      (26)    Yield up
      (27)    Regulations and covenants
      (28)    Security and access
      (29)    Head Lease
      (30)    Service Charge
     
5.            Landlord's Covenants
     
      (1)     Quiet Enjoyment     
      (2)     Insurance
      (3)     Head Lease
      (4)     Electricity Provision
      (5)     Management Company access
      (6)     VAT indemnity
     
6.            Provision of Services
     
7.            Provisos
     
      (1)     Forfeiture and re-entry
      (2)     Letting Scheme use and easements
      (3)     Common Parts and Service Media     
      (4)     Service of notices
      (5)     Rent cesser
      (6)     Landlord's liability
      (7)     Arbitration fees
      (8)     Rent review memorandum
      (9)     No warranty as to use
      (10)    Disputes
      (11)    Compensation
      (12)    Rateable value appeals
      (13)    No warranty as to security
      (14)    Jurisdiction
      (15)    Overriding lease
      (16)
    
8.            Landlord's Guarantor

9.            Tenant's option to determine

<PAGE>

                               LEASE PARTICULARS
-------------------------------------------------------------------------------
1.   DATE     24TH OCTOBER 1996

     THIS LEASE IS AND IS INTENDED TO BE DELIVERED ON THE DATE FIRST ABOVE 
     WRITTEN
-------------------------------------------------------------------------------
2.   PARTIES                  

(a)  LANDLORD                 :    99 Bishopsgate Limited

(b)  TENANT                   :    Donaldson, Lufkin & Jenrette International
                                   Limited

(c)  MANAGEMENT COMPANY       :    99 Bishopsgate Management Limited

(d)  LANDLORD'S GUARANTOR     :    Hammerson U.K. Properties plc

(e)  TENANT'S GUARANTOR       :    Donaldson, Lufkin & Jenrette, Inc.
-------------------------------------------------------------------------------
3.   DEMISED PREMISES         :    ALL THOSE premises on the 26th floor
                                   of the Building shown for identification
                                   only edged red on Plan 1.
-------------------------------------------------------------------------------
4.   BUILDING                 :    99 Bishopsgate London EC2
-------------------------------------------------------------------------------
5.   CONTRACTUAL TERM AND     :    Commencing on the date hereof and
     TERM COMMENCEMENT             expiring on 23rd October 2011
     AND EXPIRY DATES
-------------------------------------------------------------------------------
6.   INITIAL RENT             :    pounds sterling 482,850
-------------------------------------------------------------------------------
7.   RENT COMMENCEMENT DATE   :    25th March 1998
-------------------------------------------------------------------------------
8.   TENANT'S BREAK RIGHT     :    24th October 2008
-------------------------------------------------------------------------------
9.   CAPITAL SUM              :    pounds sterling 241,425 inclusive of VAT

<PAGE>

CLAUSE        HEADING                                                     PAGE

10.           Guarantee and Guarantor's Indemnity

11.           Stamp Duty Certificate

Schedule 1    Premises

Schedule 2    Easements and rights granted

Schedule 3    Exceptions and reservations

Schedule 4    The first reserved rent and the review thereof

Schedule 5    Service Charge

Schedule 6    Services

Schedule 7    Deeds and documents to which the demise is subject

<PAGE>

THIS UNDERLEASE made the 24th day of October One thousand nine hundred and 
ninety six

BETWEEN:-

(1) 99 BISHOPSGATE LIMITED whose registered office is at Lo Lam House Kumul
    Highway Port Vila Vanuatu (Co. Regn. No. 10469) (registered under Section
    21A to the Companies Act 1985 under company number FC018588 and branch
    number BR002962) whose principal place of business is at 100 Park Lane 
    London W1Y 4AR (the "LANDLORD")

(2) 99 BISHOPSGATE MANAGEMENT LIMITED whose registered office is at 100 Park
    Lane London W1Y 4AR (Co. Regn. No. 3071752) (the "MANAGEMENT COMPANY")

(3) HAMMERSON U.K. PROPERTIES PLC whose registered office is at 100 Park Lane
    London W1Y 4AR (Co. Regn. No. 298351) (the "LANDLORD'S GUARANTOR")

(4) DONALDSON, LUFKIN & JENRETTE INTERNATIONAL LIMITED whose registered office
    is at Moorgate Hall 155 Moorgate London EC2M 6XB (Co. Regn. No. 2475089)
    (the "TENANT") and

(5) DONALDSON, LUFKIN & JENRETTE, INC. a corporation incorporated in the State
    of Delaware United States of America whose address for the purposes of this
    lease is 277 Park Avenue New York New York 10172 (the "GUARANTOR")

WITNESSETH as follows:-

1.  DEFINITIONS

    In this lease the following expressions have the respective specified 
    meanings (subject to any particular interpretation required by clause 2):-

    (1)  "ACTS OF TERRORISM" means any act or omission of any person acting on
         behalf of or in connection with any organisation (or on his own behalf)
         which carries out activities directed towards overthrowing or
         influencing by force or violence Her Majesty's Government in the
         United Kingdom or any other government de jure or de facto

    (2)  "AGREEMENT FOR INITIAL ALTERATIONS" means the agreement of even date 
         herewith and made between the Landlord and the Tenant governing the
         initial fitting out of the Premises

    (3)  "BUILDING" means the land (of which the Premises form part) having a
         frontage to the west side of Bishopsgate and a return frontage to the
         south side of Wormwood Street and all buildings fixtures and other 
         structures whatsoever from time to time thereon and the appurtenances
         thereof which land (together with the building now erected thereon)
         is known as 99 Bishopsgate London EC2 and is for the purpose of
         identification shown verged by a blue line on the Building Plan 
         together with any adjoining areas designated by the Landlord or the
         Management Company

    (4)  "COMMON PARTS" means all parts of the Building which are from time to
         time intended for the common use and enjoyment of the tenants and
         occupiers of the Building and persons claiming through or under them
         (whether or not other

                                       1
<PAGE>

         parties are also entitled to use and enjoy the same) and reasonably
         designated as such by the Landlord and including without prejudice to
         the generality of the foregoing the pedestrian ways circulation areas
         lobby entrance halls lifts lift shafts fire escapes landings
         staircases passages forecourts car park landscaped areas plant rooms
         management suites and any other areas which are from time to time
         during the Term reasonably provided by the Landlord for common use by
         or benefit of the tenants and occupiers of the Building But excluding
         (for the avoidance of doubt) any premises intended to be let to any
         party or for occupation by the Landlord or the Management Company
         other than for the provision of the Services

    (5)  "DEVELOPMENT" has the meaning ascribed to that expression by Planning
         Law

    (6)  "ELECTRICITY COST" means the actual cost to the Landlord of the
         provision of electricity to the Premises for consumption by the Tenant
         in accordance with its covenant contained at clause 5(4) being a fair
         and reasonable proportion as determined by the Landlord of the total
         cost of the provision of electricity to the Building as a whole
         (including the provision of any security for the supply of electricity
         to the Building which may from time to time be required by the
         relevant undertaker responsible for the supply of electricity chosen
         by the Landlord) which proportion shall so far as practicable (save
         where the same are not in working order) be calculated using readings
         taken in such manner and at such times as the Landlord shall from time
         to time determine of the check meters relating to the Premises from
         time to time installed but otherwise shall be determined in such
         manner as the Landlord shall in its discretion consider to be fair and
         reasonable in all the circumstances

    (7)  "ENACTMENT" means every Act of Parliament directive and regulation now
         or hereafter to be enacted or made and all subordinate legislation
         whatsoever deriving validity therefrom

    (8)  "HEAD LEASE" means the lease under which the Landlord holds the
         Premises dated 29th September 1975 made between The Prudential
         Assurance Company Limited (1) and Bishopsgate Developments Limited (2)
         and "Superior Landlord" means the person for the time being entitled
         to the reversion immediately expectant on the term granted by the Head
         Lease and every other person having an interest in reversion to that
         term

    (9)  "GROUP COMPANY" means a company which is either the holding company of
         the Tenant or a wholly owned subsidiary of the Tenant or the Tenant's
         holding company (as both expressions are defined in Section 736
         Companies Act 1985)

    (10) "INSURANCE COST" means in respect of any period for which the same is
         required by the Landlord to be calculated the aggregate of the amount
         which the Landlord may reasonably expend:-

         (a)  in effecting and maintaining insurance against the occurrence of
              the Insured Risks in relation to the Building in such sum as
              represents its then full current replacement cost with such
              allowance as the Landlord from time to time considers appropriate
              in respect of related liabilities and expenses (including without
              limitation liability to pay any fees or charges on the submission
              of an application for planning permission and costs which might
              be incurred in complying with any Enactment in carrying out

                                       2
<PAGE>

              any replacement work and sums in respect of architects'
              engineers' and quantity surveyors' and other professional fees
              and incidental expenses incurred in relation to any works of
              debris removal and of replacement and all VAT) and

         (b)  in effecting and maintaining any insurance relating to the
              property owners' liability and the employer's liability of the
              Landlord in relation to the Building and anything done therein
              and

         (c)  in professional fees relating to insurance including fees for
              insurance valuations carried out at reasonable intervals by an
              independent insurance valuer (but no more than once in any year)
              and all reasonable fees and expenses payable to advisers in
              connection with effecting and maintaining insurance policies and
              claims and

         (d)  equivalent to the total of all reasonable excess sums (being for
              the avoidance of doubt the first part of any insurance claim)
              which the insurers are not liable to pay out on any insurance
              claim in respect of the Building and which the Landlord or the
              Management Company may have expended in replacing the damaged or
              destroyed parts of the Building

    (11) "INSURANCE RENT" means in respect of any period for which the same is
         required by the Landlord to be calculated the aggregate of:-

         (a)  a fair and reasonable proportion attributable to the Premises of
              the Insurance Cost for the relevant period

         (b)  the reasonable amount which the Landlord may expend in effecting
              and maintaining insurance against up to six years' loss of the
              rents first and secondly hereinafter reserved and Service Charge
              having regard to potential increases of rent in accordance with
              schedule 4 and with any addition to the amount insured as the
              Landlord may decide in respect of VAT and

         (c)  (without prejudice to all other provisions of this lease relating
              to the use of the Premises and the vitiation of any policy of
              insurance) any reasonable amount which the Landlord may expend in
              paying all additional premiums and loadings on any policy or
              policies of insurance required to be paid as a result of anything
              done or omitted (in breach of the terms of this lease) by the
              Tenant and

         (d)  any tax charged on any premium for any such insurance

    (12) "INSURED RISKS" means loss damage or destruction whether total or
         partial caused by Acts of Terrorism fire lightning explosion riot
         civil commotion strikes labour and political disturbances and
         malicious damage aircraft and aerial devices (other than hostile
         aircraft and devices) and articles accidentally dropped from them
         storm tempest flood bursting or overflowing of water tanks and pipes
         impact earthquake and accidental damage to underground water oil and
         gas pipes or electricity wires and cables subsidence ground slip and
         heave and such other usual commercial risks or perils against the
         occurrence of which the Landlord may from time to time in its
         reasonable discretion deem it desirable to insure subject to such
         exclusions and limitations as are from time to time commonly

                                       3
<PAGE>

         imposed by insurers and subject also to the exclusion of such of the
         risks specifically hereinbefore mentioned as the Landlord may in its
         reasonable discretion decide where insurance cover in respect of the
         risk in question is not for the time being available in the London
         insurance market on reasonable terms

    (13) "INTEREST RATE" means a yearly rate three per cent above either the
         base rate of Barclays Bank plc or such other bank (being for the time
         being generally recognised as a clearing bank in the London market) as
         the Landlord may from time to time use for general banking purposes or
         if the base rate cannot be ascertained then above such other rate as
         the Landlord may reasonably specify (and so that whenever there is
         reference in this lease to the payment of interest at the Interest
         Rate such interest shall be calculated on a daily basis and compounded
         with quarterly rests on the usual quarter days)

    (14) "LANDLORD'S SERVICES EQUIPMENT" means all the plant machinery and
         equipment (with associated Service Media) within or serving the
         Building from time to time (whether or not within the Premises or
         other premises let or intended to be let by the Landlord) comprising
         or used in connection with the following systems (to the extent
         specified in the following paragraphs of this definition):-

         (i)     the whole of the sprinkler system within the Building
                 (including sprinkler heads)

         (ii)    the whole of the fire detection and fire alarm systems

         (iii)   the whole of the permanent fire fighting systems (but
                 excluding portable fire extinguishers installed by the Tenant
                 or other tenants of the Building)

         (iv)    the whole of the chilled water system

         (v)     the whole of the building management system (including the
                 building security system) installed by the Landlord

         (vi)    the central electrical supply system from the mains supply
                 into the Building so far as (and including) the electrical
                 riser busbars connecting to the distribution boards at each
                 level in the Building which is let or intended to be let by
                 the Landlord

         (vii)   the whole of the air handling system and the electricity
                 supply and control systems for the same

         (viii)  the standby generators and associated cabling wiring and duct
                 work

         but excluding in each case any "stand alone" systems installed by the
         Tenant or any other tenant or occupier of the Building

    (15) "LETTABLE UNIT" means any unit of accommodation forming part of the
         Building which is intended by the Landlord at any material time to be
         for separate occupation

    (16) "NET INTERNAL AREA" has the meaning ascribed to that expression by the
         Code of Measuring Practice - Fourth Edition (RICS/ISVA 1993) (or if
         there shall be no such edition or no such expression for the time
         being the nearest equivalent thereto)

                                       4
<PAGE>

                    GMW 99 Bishopsgate EC2 
                 Twenty Six Floor Tower GRAPHIC


<PAGE>

                    99 Bishopsgate London, EC2
                         Building Plan


<PAGE>


    (17) "NORMAL BUSINESS HOURS" means 7.30 a.m. to 7.30 p.m. on Mondays to
         Fridays inclusive (except bank holidays) subject to expansion of such
         hours at the reasonable discretion of the Landlord provided that such
         hours will automatically expand if any other tenant in the Building is
         granted the benefit of any expanded hours

    (18) "OUTSIDE NORMAL BUSINESS HOURS CHARGE" means the whole of the actual
         cost to the Management Company of carrying out or providing any of the
         Services at the request of the Tenant outside Normal Business Hours
         other than any services which are stated to be provided 24 hours a day
         (including without prejudice to the generality of the foregoing costs
         and expenses in the nature of those set out in Part II of schedule 6)
         or in the event of any of the Services being carried out or provided
         outside Normal Business Hours to the Tenant and any other tenant or
         tenants of the Building a fair proportion thereof (on a fair and
         reasonable basis between the Tenant and any other tenant or occupier
         making use of such Services) as reasonably determined by the Landlord.
         PROVIDED THAT during the first year of the Term the cost of providing
         air conditioning outside Normal Business Hours shall not exceed 88
         pounds sterling per hour (in respect of the Premises being the only
         user of air conditioning at the relevant time) or 48 pounds sterling
         per hour per floor on the basis that any five of floors 18, 20 and 22
         to 26 of the Building are simultaneously using such air conditioning 
         over the whole of such
         floors

    (19) "PERMITTED PART" means any part or parts of the Premises capable of
         separate occupation

    (20) "PERMITTED USE" means use as high class offices for any purpose within
         Class B 1(a) (but not for any other purpose within that Use Class) of
         the schedule to the Town and Country Planning (Use Classes) Order 1987
         and for the avoidance of doubt use of the Premises for data processing
         investor services business trading operators and investment banking
         complies with this provision

    (21) "PLANNING LAW" means every Enactment for the time being in force
         relating to the use development and occupation of land and buildings
         and every planning permission statutory consent and agreement made
         under any Enactment relating to the Building

    (22) "PLANS" means the plans annexed hereto and "Building Plan" means that
         one of them so marked

    (23) "PREMISES" means the premises described in schedule 1 and all
         permitted additions alterations and improvements made to them

    (24) "PUBLIC AUTHORITY" means any Secretary of State and any government
         department public local regulatory fire or any other authority or
         institution having functions which extend to the Premises or their use
         and occupation and any court of law and the companies or authorities
         responsible for the supply of water gas and electricity or any of them
         and any of their duly authorised officers

    (25) "REINSTATEMENT SPECIFICATION" means the specification annexed hereto
         or in the event that materials listed in the specification are not
         available from time to time or appropriate for use (in the Landlord's
         reasonable opinion) then reference to such materials will be
         substituted by reference to materials of not materially less quality
         which perform a similar function PROVIDED THAT save to the extent

                                       5
<PAGE>

         that items of plant and equipment have been altered during the Term
         the Tenant shall not be required to replace existing items of plant
         and equipment for new items subject to the existing items being in
         good working order

    (25) "REVIEW DATE" means each of:-

         (a)  the 24th October in the years Two thousand and one and every
              fifth anniversary of that date during the Term (and the last day
              of the Term)

         (b)  any date so stipulated by virtue of paragraph 5 of schedule 4

    (26) "SERVICES" means the services and other matters specified in clause 6
         and Part I of schedule 6

    (27) "SERVICE MEDIA" means those parts of the Building comprising gas water
         drainage electricity telephone telex signal and telecommunications
         heating cooling ventilation air conditioning fire alarm and other
         pipes drains sewers mains cables wires supply lines ducts conduits
         flues and all other common conducting media plant appliances and
         apparatus for the provision supply control and monitoring of services
         to or from the Building and other common equipment

    (28) "TERM" means a term of years commencing on the date hereof and
         expiring on 23rd October 2011 and includes any period of holding over
         or extension whether by any Enactment or common law

    (29) "TERMINATION NOTICE" means not less than 12 months and 1 day's prior
         written notice unless either:

         (a)  any Enactment or decision not capable of appeal on a point of law
              confirming that the Tenant is not entitled to a new tenancy on
              the expiration of such notice is in force or upheld as at 22nd
              October 2007 (in which case not less than 6 months prior written
              notice need be given); or

         (b)  any other tenant enters into a lease prior to September 1998 of
              premises comprising at least a floor of the building within the
              security of tenure protections of the Landlord and Tenant Act
              1954 for a term of not less than 10 years (without break rights)
              and is granted right to determine such lease on less than such 12
              months' and 1 day's prior written notice (in which case the
              notice period hereunder shall be reduced to such notice period as
              is granted to such tenant in such circumstances)

    (30) "VAT" means Value Added Tax as referred to in the Value Added Tax Act
         1994 (or any tax of a similar nature which may be substituted for or
         levied instead of it by statutes)

2.  INTERPRETATION

    (1)  Words importing the singular include the plural and vice versa and
         words importing one gender include both other genders

    (2)  The expressions "Landlord" "Tenant" "Management Company" and
         "Guarantor" wherever the context so admits include their respective
         successors in title and

                                       6
<PAGE>

         where a party comprises more than one person covenants and obligations
         of that party take effect as joint and several covenants and
         obligations

    (3)  A covenant by the Tenant not to do (or omit) any act or thing also
         operates as a covenant to use reasonable endeavours not to permit or
         suffer it to be done (or omitted) and to prevent (or as the case may
         be to require) it being done

    (4)  References in this lease to:-

         (a)  any clause sub-clause schedule or paragraph is a reference to the
              relevant clause sub-clause schedule or paragraph of this lease
              and clause and schedule headings shall not affect the
              construction of this lease

         (b)  any right of (or covenant to permit) the Landlord or the
              Management Company to enter the Premises shall also be construed
              (subject always to the proviso to clause 4(9)) as entitling the
              Landlord to remain on the Premises with or without equipment and
              permitting such right to be exercised by all persons authorised
              by the Landlord for as short a period as reasonably practicable
              and making good all damage caused and causing as little
              inconvenience as reasonably possible save where the right of
              entry is exercised to remedy any breach hereunder where the
              Landlord only undertakes to make good damage caused

         (c)  any consent licence or approval of the Landlord or words to
              similar effect mean a consent licence or other approval in
              writing signed by or on behalf of the Landlord and given before
              the act requiring consent licence or approval

         (d)  the Premises (except in clause 4(15)) shall be construed as
              extending where the context permits to any part of the Premises

         (e)  a specific Enactment includes every statutory modification
              consolidation and re-enactment and statutory extension of it for
              the time being in force except in relation to the Town and
              Country Planning (Use Classes) Order 1987 which shall be
              interpreted exclusively by reference to the original provisions
              of Statutory Instrument 1987 No 764 whether or not the same may
              at any time have been revoked or modified

         (f)  the last year of the Term includes the final year of the Term if
              it shall determine otherwise than by effluxion of time and
              references to the expiry of the Term include such other
              determination

    (5)  (a)  Where the context permits rents or other sums being due from the
              Tenant to the Landlord or the Management Company mean that they
              are exclusive of any VAT

         (b)  whenever the consent licence or approval of the Landlord is
              required under this lease the relevant provision shall be
              construed as also requiring (and any consent licence or approval
              given by the Landlord shall be deemed subject to the need for)
              the consent licence or approval of the Superior Landlord (for
              which the Landlord shall apply at the Tenant's reasonable cost)
              where the same is required under the Head Lease except that
              nothing in this lease or in any consent licence or approval by
              the

                                       7
<PAGE>

              Landlord shall imply that the Superior Landlord's consent licence
              or approval will not be unreasonably withheld or delayed

         (c)  references to any right of (or covenant to permit) the Landlord
              to enter the Premises shall extend to the Superior Landlord and
              to all persons authorised by it and shall be construed in the
              manner required by clause 2(4)(b) but in relation to the Superior
              Landlord and those with its authority

         (d)  the rights excepted and reserved in schedule 3 are also \
              excepted and reserved for the benefit of the Superior Landlord

3.  DEMISE AND RENTS

    The Landlord at the request of the Guarantor and in consideration of the
    payment by the Landlord to the Tenant of the sum of Two hundred and forty
    one thousand four hundred and twenty five pounds (241,425 pounds sterling)
    paid on the date hereof (receipt of which is acknowledged by the Tenant) 
    DEMISES unto the Tenant ALL THAT the Premises TOGETHER WITH the easements 
    and rights specified in schedule 2 exercisable in common with the Landlord
    and all others with its authority or otherwise from time to time entitled
    thereto EXCEPT and RESERVED unto the Landlord and all other persons
    authorised by it from time to time during the Term or otherwise from time
    to time entitled thereto (including the Management Company in relation to
    the provision of the Services) the easements and rights specified in 
    schedule 3

    TO HOLD the Premises unto the Tenant (together with and except and reserved
    as aforesaid) for the Term SUBJECT to all rights easements covenants
    stipulations and other matters affecting the same and SUBJECT to the
    provisions of the deeds and documents mentioned in schedule 7

    YIELDING AND PAYING therefor:

    FIRST yearly and proportionately for any part of a year until 24th March
    1998 a peppercorn (if demanded) and thereafter until the first Review Date
    (and thereafter as determined pursuant to schedule 4) the yearly rent of
    Four hundred and eighty two thousand eight hundred and fifty Pounds
    (482,850 pounds sterling) exclusive of VAT (subject to clause 5(6))
    payable by equal quarterly payments to be made in advance on the usual
    quarter days in every year the first such payment to be made on 25th
    March 1998

    SECONDLY as additional rent from time to time the Insurance Rent payable on
    demand

    THIRDLY as additional rent on demand (in addition and without prejudice to
    the Landlord's right of re-entry and any other right) interest at the
    Interest Rate on any sum owed by the Tenant to the Landlord whether as rent
    or otherwise which is not:-

    (a)  received in cleared funds by the Landlord within 10 days following the
         due date (or in the case of money due only on demand within fourteen
         days after the date of demand) calculated for the period commencing on
         the due date for payment and ending on the date the sum and the
         interest is received in cleared funds by the Landlord

    (b)  demanded (or if tendered is for the time being refused) by the
         Landlord in circumstances where it is prudent for it not to demand or
         accept any payment having regard to a breach of any of the Tenant's
         obligations under this lease of

                                       8
<PAGE>

         which the Tenant has received notice calculated for the period
         commencing on the due date for payment and ending on the date the sum
         (and the interest) is subsequently received by the Landlord

    FOURTHLY as additional rent all VAT for which the Landlord is or may become
    liable to account to H.M. Customs & Excise (or other relevant body to whom
    account has for the time being to be made) on the supply by the Landlord to
    the Tenant under or in connection with the provisions of this lease or the
    interest created by it and of any other supplies whether of goods or
    services such rent fourthly reserved to be due for payment
    contemporaneously with the other rents or sums to which it relates

    AND FIFTHLY a rent equal to the Electricity Cost such rent to be payable on
    demand (either annually or by instalments) as the Landlord shall determine

4.  TENANT'S COVENANTS

    The Tenant covenants with the Landlord (and in respect of sub-clause 4(30)
    also with the Management Company) throughout the Term subject to clause
    4(15):

    RENT

    (1)  To pay the rents reserved by this lease on the days and in the manner
         set out in clause 3 without deduction or set off and (unless for the
         time being the Landlord shall have required in writing to the
         contrary) to pay the rent first reserved (together with any sum in
         respect of the rent fourthly reserved as may be applicable thereto) by
         banker's standing order to such bank as the Landlord may from time to
         time nominate

    VAT

    (2)  Subject to clause 5(6) wherever the Tenant is required to pay any
         amount to the Landlord hereunder by way of reimbursement or indemnity
         to pay on the production of a valid VAT invoice to the Landlord (as
         applicable) in addition an amount equivalent to any VAT incurred by
         the Landlord save to the extent that the Landlord obtains credit for
         such VAT incurred by the Landlord pursuant to sections 24 25 and 26
         Value Added Tax Act 1994 or any regulations made thereunder

    OUTGOINGS

    (3)  To pay all rates taxes charges and other outgoings whatsoever now or
         hereafter assessed charged or imposed upon the Premises or upon their
         owner or occupier (and a proper proportion determined by the Landlord
         attributable to the Premises of any rates taxes charges and other
         outgoings now or hereafter assessed charged or imposed upon the
         Premises in common with other premises or upon the owners or occupiers
         thereof) and (to the extent the Tenant does not pay it directly to the
         relevant supplier) the total cost (including meter rents) of all water
         (including chilled water) electricity and gas separately metered
         and/or exclusively supplied to the Premises during the Term as
         reasonably determined by the Landlord excluding (without prejudice to
         the rent fourthly reserved and clause 4(2)) any tax payable by the
         Landlord as a direct result of any actual or implied dealing with the
         reversion of this lease or of the Landlord's receipt of income

                                       9
<PAGE>

    COMPLIANCE WITH ENACTMENTS

    (4)  To comply with the requirements of all Enactments and of every Public
         Authority (including the due and proper execution of any works) in
         respect of the Premises their use occupation employment of personnel
         in them and any work being carried out to them (whether the
         requirements are imposed upon the owner lessee or occupier) and not to
         do or omit anything by which the Landlord may become liable to make
         any payment or do anything under any Enactment or requirement of a
         Public Authority

    NOTICES

    (5)  As soon as reasonably practicable and in any event within 5 working
         days of receipt of the same to give to the Landlord notice of (and a
         certified copy of) any notice permission direction requisition order
         or proposal made by any Public Authority and without delay to comply
         in all respects at the Tenant's cost with the provisions thereof save
         that the Tenant shall if so required by and at the cost of the
         Landlord make or join in making such objections or representations in
         respect of any of them as the Landlord may reasonably require

    REPAIR

    (6)  To put and keep the Premises (and any works or installations made
         pursuant to paragraphs 4 and 5 of schedule 2) in good and substantial
         repair and condition (damage by any of the Insured Risks excepted to
         the extent that the insurance money shall not have been rendered
         irrecoverable subject to clause 5(2)(b) or insufficient because of
         some act or default of the Tenant or of any person deriving title
         under or through it or their respective servants or agents or
         invitees) and to replace whenever necessary during the Term and on
         expiry of the Term the landlord's fixtures and fittings (including any
         fitted carpets) in the Premises which may have become beyond economic
         repair with items of the same type and quality

    DECORATION AND GENERAL CONDITION AND SERVICING

    (7)  (a)  To keep the Premises maintained to a high standard of decorative
              order and finish and properly cleansed and tidy and (without
              prejudice to the foregoing) as often as the same shall be
              necessary (and not less frequently than once in every fifth year
              of the Term but not more than once in any 18 month period) and
              also in the last year of the Term to clean paint polish or
              otherwise treat as the case may be all inside surfaces of wood
              and metal work of the Premises usually or requiring to be painted
              polished or otherwise treated with two coats at least of high
              quality paint or polish vinyl wall coverings (where applicable)
              or other appropriate materials in a good and workmanlike manner
              (and during the last year of the Term in the colour scheme
              specified and otherwise in accordance with the Reinstatement
              Specification) PROVIDED ALWAYS THAT the Tenant shall not be
              obliged to carry out any such decorative treatment if the need
              for it is caused by damage by any of the Insured Risks to the
              extent (subject to clause 5(2)(b)) that the insurance money shall
              not have been rendered irrecoverable or insufficient because of
              some act or default of the Tenant or of any person deriving title
              under or through it or their respective servants agents or
              invitees 

                                      10

<PAGE>

         (b)  To clean the inside of all external window glazing in the
              Premises at least once in every month using reputable contractors

         (c)  To enter into and maintain contracts for the regular inspection
              maintenance and servicing of all fixed plant and equipment
              comprised in the Premises which has or is likely to have any
              impact on the Landlord's Services Equipment by reputable
              contractors approved by the Landlord (such approval not to be
              unreasonably withheld) and to obtain satisfactory test
              certificates as may be reasonably required by the insurers and
              whenever reasonably required to produce copies of such contracts
              and certificates

    REFUSE

    (8)  Not to deposit any refuse on any of the Common Parts except in areas
         designated for such purpose from time to time by the Landlord and to
         comply with all requirements of any Public Authority and any
         reasonable regulations made by the Landlord pursuant to clause 4(27)
         in relation to control over and disposal of rubbish

    TO PERMIT ENTRY

    (9)  To permit the Landlord (and persons authorised by the Landlord) at
         reasonable times in compliance with the Tenant's reasonable security
         requirements on reasonable prior written notice (except in an
         emergency) to enter the Premises in order to:-

         (a)  examine their state of repair

         (b)  ascertain that the covenants and conditions of this lease have
              been observed

         (c)  take any measurement or valuation of the Premises

         (d)  rebuild renew cleanse alter test maintain repair inspect and make
              connections to any part of the Building including the Service
              Media (PROVIDED that the Landlord will procure that such entry
              takes place outside Normal Business Hours where practicable)

         (e)  during the last six months of the Term (or at any time in the
              case of a disposal of the Landlord's interest) to show the
              Premises to prospective purchasers or tenants and their agents

         (f)  exercise the rights described in schedule 3

    Compliance with notices relating to repair or condition

    (10) (a)  To comply with any notice requiring the Tenant to remedy any
              breach of its covenants

         (b)  If the Tenant shall not within a reasonable time comply with any
              such notice to permit the Landlord and any authorised person to
              enter the Premises to remedy the breach as the Tenant's agent and
              at the Tenant's proper cost the Landlord making good any damage
              caused

                                       11
<PAGE>

         (c)  To pay to the Landlord on demand all the proper costs and
              expenses incurred by the Landlord under the provisions of this
              sub-clause

    ENCROACHMENTS

    (11) (a)  To preserve all rights of light and other easements belonging to
              the Premises and not knowingly to give any acknowledgment that
              they are enjoyed by consent

         (b)  Not knowingly to do or omit anything which might subject the
              Premises to the creation of any new easement and to give notice
              to the Landlord forthwith of any encroachment which might have
              that effect

    ALTERATIONS AND REINSTATEMENT

    (12) (a)  Not to carry out any Development of or on the Premises nor
              (without prejudice to the exclusion of structural parts from the
              demise of the Premises) any works affecting any structural parts
              of the Building and not to commit any waste

         (b)  Without prejudice to any other rights of the Landlord in respect
              of areas not included in the Premises not to install or erect any
              exterior lighting shade or awning or place any structure or other
              thing outside the Premises

         (c)  Without prejudice to paragraphs (a) and (b) of this sub-clause
              and subject to the provisos to this paragraph (c) not to make any
              other alteration or addition to the Premises (including all
              electrical and other plant and equipment and the installation and
              removal of demountable partitioning) except:-

              (i)    in accordance with plans and specifications (adequately
                     describing the work in question and the manner in which
                     the work will be carried out) previously submitted at the
                     Tenant's expense in triplicate to and approved by the
                     Landlord (such approval not to be unreasonably withheld or
                     delayed PROVIDED THAT the Landlord shall respond to the
                     Tenant's submission within 10 working days in the case of
                     minor alterations (excluding any alterations which affect
                     any of the Landlord's Services Equipment) and if the
                     Landlord fails to respond within 10 working days as
                     aforesaid it shall be deemed to have accepted such minor
                     alterations AND PROVIDED FURTHER that the initial fitting
                     out of the Premises following the date hereof shall be
                     governed by the Agreement for Initial Alterations

              (ii)   in a manner which shall not materially and adversely
                     affect the Landlord's Services Equipment any Service Media
                     or the provision of any of the Services

              (iii)  in accordance with any relevant terms conditions
                     recommendations and regulations of any Public Authority
                     (and in particular in relation to any electrical
                     installation in accordance with the terms and conditions
                     laid down by the Institution of Electrical Engineers and
                     the Regulations of the Electricity Supply

                                       12
<PAGE>

                     Authority) and the insurance company with whom the
                     Premises are for the time being insured and

              (iv)   in a good and workmanlike manner

              PROVIDED ALWAYS THAT subject to clause 4(12)(c)(i):-

              (I)    no such alterations or additions shall be carried out
                     until the Landlord has issued its consent in writing to
                     which the Tenant shall if required join as a party

              (II)   once any such alterations or additions have been carried
                     out the Tenant shall supply to the Landlord as-built plans
                     in triplicate (together with a computer aided design disk
                     and 35 mm slides) showing the works as carried out

         (d)  At the expiry of the Term to remove:-

              (i)    all alterations and additions made to the Premises by the
                     Tenant

              (ii)   all work done in connection with the original fitting out
                     by the Tenant in pursuance of the Agreement for Initial
                     Alterations

              and to restore and make good the Premises in accordance with the
              Reinstatement Specification in a proper and workmanlike manner to
              the condition and design which existed before the alterations or
              additions were made with all services properly sealed off

    USE  

    (13) Not to use the Premises or any chattels in them:-

         (a)  for any purpose (and not to do anything in or to the Premises)
              which may be or become or cause a nuisance obstruction or damage
              to any person or property

         (b)  for a sale by auction or for any public meeting or for any
              dangerous noxious noisy illegal or immoral trade business or
              activity or for residential purposes and not to use the Common
              Parts for the transaction of any business or

         (c)  (without prejudice to the preceding paragraphs of this
              sub-clause) except for the Permitted Use

    SIGNS

    (14) (a)  Not to erect any aerial satellite dish sign signboard pole
              antenna wire or other apparatus on the outside of the Building
              save for the right granted pursuant to paragraph 3 of schedule 2

         (b)  Not to affix or exhibit so as to be visible from outside the
              Premises any placard sign notice fascia board or advertisement
              except the approved signs referred to in paragraph 3 of schedule
              2

                                       13
<PAGE>

    ALIENATION

    (15) (a)  If the Tenant at any time desires to assign the whole of the
              Premises the Tenant shall first by an irrevocable unconditional
              written notice ("the Tenant's Notice") served upon the Landlord
              offer to surrender or assign this lease upon such financial terms
              and conditions as the Tenant may desire

         (b)  If the Landlord wishes to accept such surrender or assignment it
              shall within twenty-one days of receipt of the Tenant's Notice
              serve a counter-notice ("the Counter-Notice") upon the Tenant
              stating as much

         (c)  If the Landlord serves a Counter-Notice on the Tenant then the
              Tenant shall surrender or assign (at the Landlord's option) the
              Premises to the Landlord (or as the Landlord may direct) within
              six months of receipt of the Counter-Notice either with vacant
              possession or subject only to a permitted underletting and the
              Tenant's liability hereunder shall cease in respect of any
              matters arising following the date of such assignment or
              surrender but without prejudice to any antecedent breaches of
              covenant

         (d)  If the Landlord does not serve a Counter-Notice then the Tenant
              must (if it wishes to assign) complete its assignment on terms
              greater than 95 per cent in value of the terms and conditions
              stipulated in the Tenant's Notice within six months from the date
              of the Tenant's Notice and if the Tenant shall fail to complete
              within such period if it still wishes to assign the whole of the
              Premises it must reinstate the procedure set out in this clause
              4(15)

         (e)  Subject to the foregoing provisions of this sub-clause 4(15) not
              to assign mortgage charge or underlet or in any other manner part
              with possession of any part (being less than the whole) of the
              Premises or agree to do so except that the Tenant may underlet
              the whole of (but not more or less than) any Permitted Part or
              Permitted Parts in accordance with paragraphs (h) and (i) of this
              sub-clause

         (f)  Subject to the foregoing provisions of this sub-clause 4(15) not
              to assign underlet or otherwise part with possession of or the
              whole of the Premises or agree to do so except that the Tenant
              may assign or underlet the whole of the Premises in accordance
              with paragraph (g) or (h) respectively of this sub-clause

    (Assignment)

         (g) (i)   Not to assign the whole of the Premises without first
                   obtaining the Landlord's consent issued within 2 months
                   before completion of the assignment which consent shall not
                   be unreasonably withheld or delayed but which may be granted
                   subject to any one or more of the conditions referred to in
                   paragraph (g)(ii) and which may be withheld if any one or
                   more of the circumstances referred to in paragraph (g)(iii)
                   exist

                                      14
<PAGE>

             (ii)  The conditions referred to in paragraph (g)(i) (which are
                   specified for the purposes of section 19(1A) Landlord and
                   Tenant Act 1927) are:

                   authorised guarantee

                   (a)  that the Tenant shall enter into an authorised
                        guarantee agreement (as defined in section 16 Landlord
                        and Tenant (Covenants) Act 1995) with the Landlord in a
                        form which the Landlord reasonably requires

                   third party guarantee/rent deposit

                   (b)  that if so reasonably required by the Landlord the
                        proposed assignee shall have procured covenants with
                        the Landlord by a guarantor or guarantors (not being
                        the Tenant or any guarantor) reasonably acceptable to
                        the Landlord in a form acceptable to the Landlord
                        (acting reasonably);

                   intra group dealings

                   (c)  if the proposed assignee is a Group Company the Tenant
                        shall have procured either:

                        (A)  if the Tenant's obligations under this lease are
                             guaranteed by another Group Company that such
                             Group Company covenants with the Landlord on the
                             same terms (mutatis mutandis) as those contained
                             in clause 10; or

                        (B)  if there is no guarantor of the Tenant's
                             obligations under this lease and if the assignee
                             is not at the date of the application for consent
                             to the proposed assignment in the reasonable
                             opinion of the Landlord of financial standing
                             equivalent to or greater than the Tenant at the
                             date of this lease that the proposed assignee
                             procures covenants by a Group Company which is not
                             the Tenant or the proposed assignee and which is
                             in the reasonable opinion of the Landlord of
                             financial standing equivalent to or greater than
                             the Tenant in the same terms (mutatis mutandis) as
                             those contained in clause 10; and

             (iii) The circumstances referred to in paragraph (g)(i) (which are
                   specified for the purposes of section 19(lA) Landlord and
                   Tenant Act 1927) are:-

                   (a)  where the Tenant's solicitors have not given an
                        undertaking to the Landlord's solicitors to pay all
                        reasonable legal surveyor's and management costs
                        disbursements and VAT arising on the application for
                        consent to such assignment whether or not consent is

                                      15
<PAGE>

                        granted unless the Landlord unreasonably withholds
                        consent in circumstances where it is required to be
                        reasonable; and/or

                   (b)  where any of the rents and Interim Sum due from the
                        Tenant to the Landlord or the Management Company
                        respectively under this lease remain unpaid at the date
                        of the application for consent to the proposed
                        assignment

    (UNDERLETTING)

         (h)  Not to underlet the whole of the Premises or any Permitted Part
              (each being referred to in this paragraph as the premises) 
              except:-

              (i)    to a person who before the underletting shall have
                     covenanted with the Landlord to observe and perform the
                     Tenant's obligations under this lease during the sub-term
                     to the extent they relate to the premises demised by the
                     underletting (other than the payment of rents) and a
                     covenant not to assign the whole of the premises without
                     the Landlord's consent (which shall not be unreasonably
                     withheld or delayed) and an unqualified covenant not to
                     assign part of the premises or to underlet or otherwise
                     part with possession or share the occupation of the
                     premises or any part of them

              (ii)   by reserving as a yearly rent without payment of a fine or
                     premium (in addition to the service and insurance and
                     other rents payable under this lease except the rent first
                     hereby reserved or (in the case of underletting of a
                     Permitted Part) a pro rata proportion of them) an amount
                     equal to:-

                     (a) (in the case of an underletting of the Premises) the
                         then open market rack rental value of the Premises

                     (b) (in the case of an underletting of a Permitted Part) a
                         pro rata proportion of the then open market rack
                         rental value of the Premises

                     the proportion in each case being calculated by reference
                     to the Net Internal Area of the Permitted Part in relation
                     to the Net Internal Area of the Premises, in all cases
                     such rent to be payable by equal quarterly instalments in
                     advance on the usual quarter days and to be approved by
                     the Landlord prior to the underletting (such approval not
                     to be unreasonably withheld or delayed) but the amount of
                     such rent and the approval of the Landlord thereto may not
                     be used as evidence by the Tenant for the purpose of any
                     rent review pursuant to this lease

              (iii)  by a form of underlease:-

                     (a) by which the principal rent reserved by the underlease
                         is reviewed upwards only at not greater than five year
                         intervals during the sub-term in accordance with the
                         same

                                      16
<PAGE>

                        principles (mutatis mutandis) and at the times as
                        apply to the rent first reserved by this lease

                   (b)  requiring the underlessee to observe and perform all
                        the covenants and other provisions binding on the
                        Tenant under this lease (other than the covenant by the
                        Tenant to pay rents) to the extent they relate to the
                        premises and containing:-

                        (A)  a condition for re-entry by the underlessor on
                             breach of any covenant by the underlessee

                        (B)  a qualified covenant not to assign the whole of
                             the premises and an absolute covenant not to
                             assign part of the premises or to underlet or
                             otherwise part with possession or share the
                             occupation of the premises or any part of them

              (iv) with the Landlord's consent issued within three months
                   before completion of the underletting which consent (subject
                   to compliance with the foregoing conditions precedent) shall
                   not be unreasonably withheld or delayed

         (i)  In relation to an underlease of a Permitted Part:-

              (i)    not to include in the sub-demise any part of the entrance
                     to or the reception area of the Premises

              (ii)   to except from the underlease all necessary circulation
                     areas and plant and equipment which will serve the
                     Premises in common and to reserve a separate service
                     charge rent in respect of their maintenance repair and
                     renewal

              (iii)  not as a result of the grant to create or permit the
                     creation of more than three separate occupations affecting
                     the whole of the Premises (occupations in right of this
                     lease counting as one occupation)

              (iv)   not to grant or agree to grant the underlease without
                     providing for the exclusion of sections 24 to 28 inclusive
                     of the Landlord and Tenant Act 1954 in relation to the
                     underlease in pursuance of an Order duly made under
                     section 38(4) of that Act before the date of grant

         (j)  To enforce the observance and performance by every such
              underlessee and its successors in title of the provisions of the
              underlease and not expressly or impliedly to waive any breach of
              them nor vary the terms of any underlease

         (k)  Not to agree any reviewed rent payable under an underlease
              without the Landlord's consent and if the rent review under any
              underlease is to be determined by an independent person not to
              agree his appointment without the Landlord's consent (PROVIDED
              ALWAYS THAT the Landlord shall not unreasonably withhold or delay
              any consent required

                                      17
<PAGE>

              under this sub-paragraph) and to procure that any representations
              which the Landlord may wish to make in relation to the rent
              review are duly submitted to the independent person and to
              provide to the Landlord promptly on the same becoming available
              copies of any representattons made by or on behalf of the Tenant
              or the underlessee in relation to such rent review

    (SHARING OCCUPATION)

         (I)  Not to part with or share the occupation of the Premises or any
              part of them except that the Tenant may share occupation with a
              company which is (but only for so long as it remains) either the
              holding company of the Tenant or a majority-owned subsidiary of
              the Tenant or of the Tenant's holding company (as those
              expressions are defined in section 736 Companies Act 1985) so
              long as the Tenant does not grant the person sharing occupation
              exclusive possession (so that such company occupies as licensee
              only without creating any relationship of landlord and tenant)
              nor otherwise transfer or create a legal estate and the Tenant
              shall notify the Landlord of the identity of each company in
              occupation

    REGISTRATION

    (16) (a)  Within twenty-one days after any disposition or devolution of
              this lease or of any estate or interest in or derived out of it
              to give notice in duplicate of the relevant transaction to the
              Landlord for registration with a certified copy of the relevant
              instrument and to pay to the Landlord a fair and reasonable fee
              for each such registration of not less than twenty five pounds

         (b)  To register with the Landlord particulars of the determination of
              every rent review under any underlease of the Premises within
              fourteen days after the date of determination

    PAYMENT OF COST OF NOTICES CONSENTS ETC.

    (17) To pay on demand all reasonable expenses (including counsels'
         solicitors' surveyors' and bailiffs' fees) properly incurred by the
         Landlord in and incidental to:

         (a)  the preparation and service of a notice under section 146 Law of
              Property Act 1925 or in contemplation of any proceedings under
              section 146 or 147 of that Act notwithstanding that forfeiture is
              avoided otherwise than by relief granted by the court and

         (b)  every reasonable step taken during or after the expiry of the
              Term in connection with the enforcement of the Tenant's
              obligations under this lease including the service or proposed
              service of all notices and schedules of dilapidations and

         (c)  every application for consent licence or approval under this
              lease but not if the application is unreasonably refused or
              delayed or granted subject to unreasonable conditions (where such
              consent is not to be unreasonably withheld or delayed)

                                      18
<PAGE>

    MACHINERY

    (18) Not to install in the Premises any plant or machinery other than usual
         office equipment without the Landlord's consent which shall not be
         unreasonably withheld PROVIDED ALWAYS THAT no plant or machinery shall
         be installed or operated in the Premises and nothing shall be done or
         omitted in them which may cause:-

         (a)  the efficiency of the heating ventilation air conditioning and
              cooling system installed in the building to be diminished or
              impaired in any way

         (b)  noise dust fumes smell vibration or electrical interference
              affecting or having any other intrusive effect on any other part
              of the Building or other adjoining property or persons outside
              the Premises

    OBSTRUCTION/OVERLOADING

    (19) Not to obstruct:-

         (a)  or damage any part of the Building or exercise any of the rights
              granted by this lease in a way which causes nuisance or damage

         (b)  any means of escape

         (c)  or discharge any deleterious matter into

              (i)  any pipe drain or other conduit serving the Premises and
                   (to the extent they lie within the Premises) to keep them
                   clear and functioning properly or

              (ii) any Service Media

         (d)  or stop-up or darken the windows and other openings of the
              Premises

         nor to overload or cause undue strain to the Service Media or any
         other part of the Building and in particular not to suspend any undue
         weight from the ceilings or walls of the Premises and not to exceed
         the following floor loadings:-

              floor finishings:   :     4 kN/m2 (80lbs per sq.ft)

              live load           :     1 kN/m2 (20lbs per sq.ft)

         (e)  any requisite notice erected on the Premises including any
              erected by the Landlord in accordance with its powers under this
              lease

    PARKING/GOODS DELIVERY

    (20) To ensure that all loading unloading deliveries and despatch of goods
         is carried out only by using the service accesses and goods lifts
         designated by the Landlord for the use of the Premises

    PLANNING LAW AND COMPENSATION

    (21) Without prejudice to clause 4(4) at all times during the Term to
         comply with the provisions and requirements of Planning Law relating
         to or affecting

                                      19
<PAGE>

         (a)  (i)   the Premises

              (ii)   any operations works acts or things carried out executed
                     done or omitted on the Premises

              (iii)  the use of the Premises

              (iv)   the use by the Tenant of (and the exercise of any other
                     rights hereunder in respect of) any other parts of the
                     building

         (b)  Subject to the provisions of paragraph (c) of this sub-clause as
              often as occasion requires during the Term at the Tenant's
              expense to obtain and if appropriate renew all planning
              permissions (and serve all notices) required under Planning Law
              in respect of the Premises whether for the carrying out by the
              Tenant of any operations or the institution or continuance by the
              Tenant of any use of the Premises or any part thereof or
              otherwise

         (c)  Not without the Landlord's consent (such consent not to be
              unreasonably withheld or delayed) to apply for any planning
              permission relating to the Premises (and not to apply for any
              such planning permission relating to any other part of the
              Building) but so that subject to compliance with paragraph (e) of
              this sub-clause the Landlord's consent shall not be unreasonably
              withheld or delayed to the making of a planning application in
              respect of the Premises relating to any operations or use or
              other thing (if any) which assuming it to be implemented in
              accordance with Planning Law would otherwise not be in breach of
              the provisions of this lease

         (d)  If the Landlord so requires in connection with any relevant
              proposal by the Tenant to apply for a determination under section
              191 or 192 Town and Country Planning Act 1990

         (e)  If the Landlord consents in principle to any application by the
              Tenant (which it hereby agrees to consider and determine with all
              due expedition) for planning permission to submit a draft of the
              application to the Landlord for its approval and to give effect
              to its reasonable requirements in respect thereof and if and to
              the extent the Landlord so requires to lodge the application with
              the relevant authority in the joint names of the Landlord and the
              Tenant and in duplicate

         (f)  Not to implement any planning permission before the Landlord has
              acknowledged that its terms are acceptable nor before the
              Landlord has received any cash or other security which it
              reasonably requires for compliance with any conditions imposed by
              the planning permission

         (g)  If the Landlord at the Landlord's cost reasonably requires or the
              Tenant desires to lodge and progress diligently an appeal against
              any refusal of an application for planning permission lodged in
              respect of the Premises by the Tenant or by any person claiming
              under or through the Tenant (whether or not lodged in its name
              alone) the Landlord undertakes to cooperate fully with the Tenant
              in respect of any such appeal unless such

                                      20
<PAGE>

              appeal would be likely to have a material and adverse effect on
              the Landlord's interests in the Building

         (h)  Unless the Landlord otherwise directs to complete before the
              expiry of the Term all works on the Premises required as a
              condition of any planning permission implemented by the Tenant or
              by any person claiming under or through it

         (i)  If the Tenant receives or is entitled to receive any statutory
              compensation under any Enactment in relation to its interest in
              the Premises the Tenant shall on any determination of its
              interest prior to the expiry of this lease by effluxion of time
              forthwith make such provision as is just and equitable for the
              Landlord to receive its due benefit from such compensation

    INDEMNITY

    (22) To indemnify the Landlord against all expenses proceedings costs
         claims damages demands and any other liability or consequence arising
         out or in respect of any breach of any of the Tenant's obligations
         under this lease (including all costs reasonably incurred by the
         Landlord in an attempt to mitigate any such breach) or of any act
         omission or negligence of the Tenant or any person at the Premises
         with the Tenant's authority

    DEFECTIVE PREMISES

    (23) On becoming aware of the same (or when the Tenant ought reasonably to
         have become aware of the same) to give notice forthwith to the
         Landlord of any defect in the Premises which might give rise to:-

         (a)  an obligation on the Landlord to do or refrain from doing
              anything in relation to the Premises or

         (b)  any duty of care or the need to discharge such duty imposed by
              the Defective Premises Act 1972 or otherwise

         and at all times to display and maintain all notices which the
         Landlord may from time to time reasonably require to be displayed at
         the Premises in relation to their state of repair and condition

    INSURANCE AND FIRE FIGHTING EQUIPMENT

    (24) (a)  Not to do or omit anything by which any insurance policy
              (relevant extracts of which shall have been provided to the
              Tenant) relating to the Building or any part of it becomes void
              or voidable or by which the rate of premium on such policy may be
              increased

         (b)  To comply with all proper requirements of the insurers and to
              provide and maintain unobstructed appropriate operational fire
              fighting equipment and fire notices on the Premises

         (c)  To notify the Landlord forthwith of:-

                                      21
<PAGE>

              (i)  any incidence of any Insured Risk on the Premises and of any
                   other event which ought reasonably to be brought to the
                   attention of insurers and of which the Tenant ought
                   reasonably to be aware

              (ii) the insurable value of any fixture installed in the Premises
                   by the Tenant or any person claiming under or through the
                   Tenant

         (d)  That if at any time the Tenant or any person claiming under or
              through it shall be entitled to the benefit of any insurance of
              the Premises to cause all money paid under such insurance to be
              applied in making good the loss or damage in respect of which it
              was paid

         (e)  Subject to clause 5(2)(b) if the whole or any part of the
              Building is damaged or destroyed by any of the Insured Risks at
              any time during the Term and the insurance money under any
              insurance policy effected by the Landlord is rendered wholly or
              partially irrecoverable because of some act or default of the
              Tenant or any person deriving title under or through the Tenant
              or their respective servants agents or invitees forthwith to pay
              the Landlord the whole amount of the insurance money so
              irrecoverable

    DANGEROUS AND CONTAMINATIVE MATERIALS

    (25) Not to keep place store or use or permit or suffer to be kept placed
         stored or used in or upon or about the Premises any materials
         substance or other thing of a dangerous inflammable combustible
         explosive corrosive or offensive nature or any materials substance or
         other thing which may in any way cause pollution injury or harm by
         percolation corrosion contamination migration release or otherwise on
         beneath or in the vicinity of the Premises

    YIELD UP

    (26) (a)  At the expiry of the Term to remove all chattels and tenant's
              fixtures and quietly to yield up the Premises reinstated in
              accordance with the Reinstatement Specification and restored and
              made good to the extent required under clause 4(12)(d) and in the
              state of repair condition decorative order and layout otherwise
              required by this lease and any licences or consents issued in
              pursuance of it and to make good any damage so caused in a proper
              and workmanlike manner

         (b)  The Tenant irrevocably authorises the Landlord to remove and
              dispose of any chattels which may be left in the Premises within
              28 days after the Tenant has quit them (without being obliged to
              obtain any consideration for the disposal) and the Tenant
              irrevocably declares that any such chattels will stand abandoned
              by it

    REGULATIONS AND COVENANTS

    (27) To comply with:-

              (i)    all reasonable regulations reasonably made by the Landlord
                     from time to time and notified to the Tenant in writing
                     for the good management of the Building PROVIDED ALWAYS
                     THAT no such regulations shall purport to amend the terms
                     expressed in

                                      22
<PAGE>

                     this lease and if there is any inconsistency between the
                     terms of this lease and the regulations the terms of this
                     lease shall prevail

              (ii)   all covenants stipulations and other matters affecting the
                     Premises and not to interfere with any rights easements
                     or other matters affecting the Premises

    SECURITY AND ACCESS

    (28) To use all reasonable endeavours to ensure that the Tenant's visitors
         to the Premises observe such security regulations which may apply to
         them

    HEAD LEASE

    (29) (a)  To observe and perform the covenants and conditions on the part
              of the lessee contained in the Head Lease so far as they relate
              to the Premises except the covenant for the payment of rent and
              except also so far as the obligations relating to insurance fall
              to be observed and performed by the Landlord pursuant to clause
              5(2)

         (b)  Not to do or omit any act or thing which would or might cause the
              Landlord to be in breach of the Head Lease

    SERVICE CHARGE

    (30) To pay the Service Charge (and VAT thereon) to the Management Company
         at the times and in the manner provided for in clause 6 and schedule 5
         without deduction or set off and to pay the Outside Normal Business
         Hours Charge within 10 days of demand (either annually or by monthly
         instalments) as the Management Company shall reasonably determine
         PROVIDED THAT for the period from the date hereof until the earlier of
         25th June 1997 and the date on which the Tenant commences full
         beneficial occupation of the Premises following the works contemplated
         by the Agreement for Initial Alterations the Service Charge payable by
         the Tenant in any Accounting Period shall not exceed 32,190 pounds
         sterling inclusive of VAT and PROVIDED FURTHER that the Service
         Charge payable in respect of the twelve month period from the earlier 
         of 25th June 1997 and the date on which the Tenant commences full
         beneficial occupation of the Premises following the works contemplated
         by the Agreement for Initial Alterations shall be 74,573.50 pounds
         sterling exclusive of VAT]

5.  LANDLORD'S COVENANTS

    The Landlord covenants with the Tenant:

    QUIET ENJOYMENT

    (1)  That if the Tenant observes and performs its covenants contained in
         this lease the Tenant may peaceably hold and enjoy the Premises
         without any lawful interruption by the Landlord or any person
         rightfully claiming through under or in trust for it

                                      23
<PAGE>


    INSURANCE

    (2)  (a)  To keep the Building (except all tenants' plant and equipment and
              trade fixtures) insured against the Insured Risks in the full
              current replacement cost

         (b)  to use reasonable endeavours to procure that the interest of the
              Tenant is noted on the insurance policy and to use reasonable
              endeavours to further procure that the insurers waive any rights
              of subrogation against the Tenant (or any lawful subtenant
              occupier or invitee) and the Landlord will notify the Tenant if
              it is unable so to procure and will duly consider the
              representations of the Tenant regarding alternative insurers who
              may be prepared to procure that the insurers waive any
              subrogation rights and/or note the interest of the Tenant and
              will also permit the Tenant to make representations to the
              insurers regarding the noting of the Tenant's interest and/or
              waiver of rights of subrogation

         (c)  On request to supply the Tenant (but not more frequently than
              once in any period of twelve months) with evidence of such
              insurance

         (d)  If and whenever during the Term the Building (except as
              aforesaid) is damaged or destroyed by an Insured Risk and to the
              extent that payment of the insurance monies is not refused
              because of any act neglect default or omission of the Tenant or
              of any person deriving title under or through the Tenant or their
              respective servants agents and invitees subject to clause 5(2)(b)
              above the Landlord will with all convenient speed take the
              necessary steps to obtain any requisite planning permissions and
              consents and if they are obtained to lay out the money received
              from the insurance of the Building (except sums in respect of
              public liability and employer's liability and loss of rent)
              towards replacing (but not necessarily in facsimile
              reinstatement) the damaged or destroyed parts (except as
              aforesaid) and in the case of the Premises to the Reinstatement
              Specification as soon as reasonably practicable (and the Landlord
              shall keep the Tenant informed of progress of any such insurance
              claims and the Landlord's proposals for compliance with this
              provision) PROVIDED ALWAYS THAT the Tenant shall have no claim
              against the Landlord under this clause 5(2)(c) in respect of the
              manner of replacement of the interior of any Lettable Unit other
              than the Premises or any alteration to the Common Parts and
              PROVIDED FURTHER THAT the Landlord shall not be liable to carry
              out the replacement if it is unable (having used all reasonable
              endeavours) to obtain every planning permission and consent
              necessary to execute the relevant work in which event the
              Landlord shall be entitled to retain all the insurance money
              received by it and if the Landlord so retains the insurance money
              the Tenant shall be entitled to determine this lease on not less
              than one month's prior written notice

         (e)  In the event that the Premises have not been reinstated to the
              Reinstatement Specification or essential means of access thereto
              within the Building is not available in the circumstances
              contemplated in subclause 5(2)(d) by the date five years and
              eleven months following the date of such damage or destruction by
              an Insured Risk the Tenant may

                                      24
<PAGE>

              determine this lease on not less than one month's prior written
              notice such notice to be served (if at all) within one month
              after expiry of such five years and eleven months period

    HEAD LEASE

    (3)  (a)  To pay the rents reserved by the Head Lease and to perform so far
              as the Tenant is not liable for such performance under the terms
              of this lease but so far only as to preserve the existence of
              this lease the covenants and conditions on the part of the lessee
              contained in the Head Lease

         (b)  On the request and at the reasonable expense of the Tenant to
              take all reasonable steps to enforce the covenants on the part of
              the Superior Landlord contained in the Head Lease

         (c)  To take all reasonable steps at the Tenant's reasonable expense
              (to the extent possible under the Head Lease) to obtain the
              consent of the Superior Landlord wherever the Tenant makes
              application for any consent required under this lease where the
              consent of both the Landlord and the Superior Landlord is needed
              by virtue of this lease and the Head Lease

    ELECTRICITY PROVISION

    (4)  Subject to clause 7(3) to use all reasonable endeavours to provide or
         procure the provision of electricity to the Premises to the extent
         necessary to meet the requirements of the Tenant having regard to the
         overall electricity services design standards for the Building as a
         whole and to all relevant statutory provisions from time to time
         regulating the supply and utilisation of electricity and the terms and
         conditions relative thereto from time to time imposed by the
         electricity provider chosen by the Landlord

     MANAGEMENT COMPANY ACCESS

    (5)  To allow the Management Company such rights over the Building as it
         requires from time to time for the due and proper provision of the
         Services

    VAT  INDEMNITY

    (6)  The provisions of schedule 8 shall apply in relation to VAT liability
         on the rent first reserved and:-

         (a)  Whenever VAT is properly chargeable in respect of any supply made
              hereunder by the Landlord to the Tenant the Landlord shall no
              later than thirty days after the due date for payment in respect
              of such supply issue a valid VAT invoice or audit note (as the
              case may be) to the Tenant

         (b)  Subject to (6)(c) below all consideration payable by the Landlord
              to the Tenant shall be exclusive of VAT which the Landlord shall
              pay in addition on production of a valid VAT invoice

         (c)  The capital sum referred to in clause 3 above shall be inclusive
              of VAT save that if the Landlord is at any stage able to recover
              such VAT the Landlord shall pay to the Tenant a further amount
              equal to VAT on the capital sum

                                      25
<PAGE>

    NAMING RIGHTS

    (7)  The Landlord shall only name the Building in accordance with its
         postal address from time to time

    NOTIFICATION OF NOTICES

    (8)  The Landlord will inform the Tenant as soon as reasonably practicable
         but in any event within 5 working days of receipt of the same of any
         notice served by the Superior Landlord alleging a breach of the Head
         Lease which would threaten the existence of this lease

6.  PROVISION OF SERVICES

    The Management Company covenants with the Tenant to use all reasonable 
    endeavours:-

    (1)  Well and substantially to repair and properly clean and decorate the
         structure of the Building (including the structure of the roofs
         foundations external and internal walls and columns and structural
         slabs of the ceilings and floors) the external surfaces of the
         Building (including the whole of the glazing within the external walls
         of the Building) and the Common Parts and (where consistent with an
         obligation to repair) to replace the same

    (2)  To keep the Service Media designed for common or general use and the
         Landlord's Services Equipment in good and substantial repair and in
         clean condition and at all times in good and safe working order

    (3)  To keep the lifts in the Building clean and in good and substantial
         repair and condition and at all times in good and safe working order

    (4)  Provide heat and air conditioning and chilled water to the Premises
         (subject to the Tenant paying Outside Normal Business Hours Charge in
         relation to the provision of such services outside Normal Business
         Hours) such heat being sufficient to maintain an air temperature in
         the Premises measured at the main trunk connections to the floor as
         follows:

           Air Conditioning and Heating

                  Design Parameters:

                  External Conditions:

                         Summer                29C DB 20C WB

                         Winter                -4C DB 100% relative humidity

           Internal Conditions Office

           Accommodation-

                         Summer                22C DB + 1C

                         Winter                20C DB minimum

           Humidity Office Accommodation -


<PAGE>

                         Summer                50% +/- 10%
                         
                         Winter                 5O%+/- 10%
                    


    (5)  To ensure that the Common Parts are at all times kept clean tidy and
         unobstructed

    (6)  Subject to clause 7(3) and clause 7(6) to provide or procure the
         provision of electricity to the Premises and each and every part
         thereof designed to receive the same to the extent necessary to meet
         the reasonable requirements of the Tenant and other lawful occupiers
         of the Premises

    (7)  To comply with the requirements of any statute (already or in the
         future to be passed) or any government department local authority
         other public or competent authority or court of competent jurisdiction
         relating to the Building or any part for which any tenant or occupier
         of the Building is not directly or exclusively liable

    (8)  To ensure that at all times (meaning for the avoidance of doubt 24
         hours a day during the Term) there are both such security officers at
         and patrolling the Building as is reasonably appropriate for premises
         of the same size and nature as the Building and that the main
         reception to the Building is properly and adequately manned

    (9)  To provide or procure the provision of:-

         (a)  the Services during Normal Business Hours; and

         (b)  such of the Services outside Normal Business Hours as in the
              Management Company's reasonable discretion are appropriate to
              provide to a high class office building in the City of London
              outside Normal Business Hours; and

         (c)  such of the Services outside Normal Business Hours as the Tenant
              shall previously request (but subject to the Tenant being
              responsible for the Outside Normal Business Hours Charge)

         (having regard in all cases to and in accordance with the overall
         design standards for the Building as a whole and subject to the
         limitations contained in Clause 7(6)) in an efficient and economic
         manner and in accordance with good estate management provided that the
         Management Company shall be entitled to employ such managing agents
         professional advisers contractors and other persons as it shall from
         time to time reasonably think fit for the purpose of the performance
         of the Services

    PROVIDED THAT the Management Company shall not be liable for:-

    (without prejudice to the provisions of clause 7(3)) any closure of any of
    the Common Parts or interruption in the provision of the Services or
    stoppage or severance affecting any of the Service Media or any
    interruption to the supply of electricity to the Premises or the Common
    Parts or temporary closure or diversion of any of the Common Parts or
    Service Media by reason of necessary inspection repair maintenance or
    replacement thereof or any part thereof or any plant machinery equipment
    installations or apparatus used in connection therewith or damage thereto
    or destruction thereof by any risk

                                      27
<PAGE>

    (whether or not an Insured Risk) or by reason of electrical mechanical or
    other defect or breakdown or frost or other inclement conditions or
    shortage of fuel materials supplies or labour or whole or partial failure
    or stoppage of any mains supply due to any circumstances beyond the control
    of the Management Company PROVIDED ALWAYS that the Management Company shall
    use all reasonable endeavours to minimise the adverse effects of any such
    circumstances and to remedy any such interruption closure or diversion as
    soon as reasonably practicable PROVIDED FURTHER that in the event of the
    Landlord or the Management Company being unable to provide air conditioning
    or electricity to the Premises in such circumstances the Tenant shall be
    entitled to carry out (the Landlord and Management Company affording the
    Tenant reasonable access to do so) all necessary remedial works to such
    electricity or air conditioning PROVIDED THAT:

    (a)  the Tenant shall carry out such works in a good and workmanlike manner
         and make good all damage caused causing as little inconvenience to the
         Landlord Management Company and other tenants as reasonably
         practicable

    (b)  the Landlord or the Management Company shall be responsible for the
         costs of the Tenant in carrying out such remedial works when such
         works are being carried out as a consequence of any breach of the
         Landlord's or Management Company's covenants hereunder

7.  PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED THAT:-

    Forfeiture and re-entry

    (1)  Without prejudice to any other remedies and powers contained in this
         lease or otherwise available to the Landlord if

         (a)  the whole or part of the rents shall be unpaid for twenty-one
              days after becoming payable (whether or not formally demanded) or

         (b)  any of the Tenant's covenants in this lease are not performed or
              observed in the manner and at the times herein specified or

         (c)  the guarantee granted by the Guarantor or any other guarantor of
              the Tenant's obligations is or becomes unenforceable (in whole or
              in part) for any reason whatsoever and no suitable alternative
              security is provided to the Landlord within a period of one month
              or

         if the Tenant (or if more than one person any one of them):-

         (d)  being a company enters into liquidation whether voluntarily
              (except for reconstruction or amalgamation of a solvent company)
              or compulsorily or has a provisional liquidator or a receiver
              (including an administrative receiver) appointed or its directors
              pass a resolution to petition for an administration order or one
              or more of them swears an affidavit in support of such a petition
              or is the subject of an administration order or a petition for
              one or of a voluntary arrangement or a proposal for one under
              Part I Insolvency Act 1986

         (e)  being a company incorporated outside the United Kingdom is the
              subject of any proceedings or event analogous to those referred
              to in clause 7(1)(d) in the country of its incorporation

                                      28
<PAGE>

         (f)  being an individual is the subject of a bankruptcy petition or
              bankruptcy order or of any application or order or appointment
              under section 253 or section 273 or section 286 Insolvency Act
              1986 or otherwise becomes bankrupt or insolvent or dies

         the Landlord may at any time thereafter (and notwithstanding the
         waiver of any previous right of re-entry) re-enter the Premises
         without prejudice to the Tenant's right to relief against forfeiture
         whereupon this lease shall absolutely determine but without prejudice
         to either partys right of action against the other in respect of any
         antecedent breach of the covenants in this lease

    LETTING SCHEME USE AND EASEMENTS

    (2)  No letting or building scheme exists or shall be created in relation
         to the Building and (subject only to those easements expressly granted
         by this lease) neither the Tenant nor the Premises shall be entitled
         to any easement or quasi-easement whatsoever and nothing herein
         contained or implied shall give the Tenant the benefit of or the right
         to enforce or to have enforced or to prevent the release or
         modification of any right easement covenant condition or stipulation
         enjoyed or entered into by any tenant of the Landlord in respect of
         property not demised by this lease or prevent or restrict the
         development or use of the remainder of the Building or any other land

    COMMON PARTS AND SERVICE MEDIA

    (3)  Subject always to the rights of the local authority the relevant
         supply authorities and any other competent authority the Common Parts
         and the Service Media are at all times subject to the exclusive
         control and management of the Landlord who may from time to time (if
         it shall be necessary or reasonable to do so for the benefit of the
         Building or otherwise in keeping with the principles of good estate
         management) alter divert substitute stop up or remove any of them
         (leaving available for use by the Tenant reasonable and sufficient
         means of access to and egress from and servicing for the Premises)

    SERVICE OF NOTICES

    (4)  (a)  In addition to any other mode of service any notices to be served
              under this lease shall be validly served if served in accordance
              with section 196 Law of Property Act 1925 as amended by the
              Recorded Delivery Service Act 1962 or (in the case of any notice
              to be served on the Tenant) by sending it to the Tenant at the
              Premises PROVIDED THAT whilst the Tenant hereunder is Donaldson
              Lufkin & Jenrette International Limited such notice shall also be
              served on the offices for the time being of SJ Berwin & Co
              (attention: Edward Page) or such other firm of solicitors
              notified in writing to the Landlord and 277 Park Avenue New York
              New York 10172

         (b)  If the Tenant or any guarantor comprises more than one person it
              shall be sufficient for all purposes if notice is served on one
              of them but a notice duly served on the Tenant will not need to
              be served on any guarantor

                                      29
<PAGE>

    RENT CESSER

    (5)  If and whenever during the Term:-

         (a)  the Premises (other than the Tenant's plant and equipment and
              tenant's fixtures) or the means of access to the Premises within
              the Building are damaged or destroyed by any of the Insured Risks
              so that the Premises are incapable of beneficial occupation and
              use and

         (b)  subject to clause 5(2)(b)the insurance of the Building or the
              payment of any insurance money has not been vitiated by the act
              neglect default or omission of the Tenant or of any person
              deriving title under or through the Tenant their respective
              servants agents and invitees

         the rent first reserved by this lease and the Service Charge or a fair
         proportion of them according to the nature and extent of the damage
         sustained shall be suspended and cease to be payable from the date of
         destruction or damage until whichever is the earlier of the date on
         which the Premises are reinstated to the Reinstatement Specification
         and if applicable the essential means of access within the Building
         are available and the date of expiry of the period for which insurance
         of loss of rent is effected and any dispute about such suspension
         shall be referred to the award of a single arbitrator to be appointed
         in default of agreement on the application of the Landlord or the
         Tenant to the President for the time being of The Royal Institution of
         Chartered Surveyors in accordance with the Arbitration Acts 1950 and
         1979

    LANDLORD'S LIABILITY

    (6)  The Landlord shall not be liable for (without prejudice to the
         provisions of clause 7(3)) any closure of any of the Common Parts or
         stoppage or severance affecting any of the Service Media or any
         interruption to the supply of electricity to the Premises or temporary
         closure or diversion of any of the Common Parts or Service Media by
         reason of necessary inspection repair maintenance or replacement
         thereof or any part thereof or any plant machinery equipment
         installations or apparatus used in connection therewith or damage
         thereto or destruction thereof by any risk (whether or not an Insured
         Risk) or by reason of electrical mechanical or other defect or
         breakdown or frost or other inclement conditions or shortage of fuel
         materials supplies or labour or whole or partial failure or stoppage
         of any mains supply due to any circumstances beyond the control of the
         Landlord PROVIDED ALWAYS that the Landlord shall use all reasonable
         endeavours to minimise the adverse effects of any such circumstances
         and to remedy any such interruption closure or diversion as soon as
         reasonably practicable PROVIDED FURTHER that in the event of the
         Landlord or the Management Company being unable to provide air
         conditioning or electricity to the Premises in such circumstances the
         Tenant shall be entitled to carry out (the Landlord and Management
         Company affording the Tenant reasonable access to do so) all necessary
         remedial works to such electricity or air conditioning PROVIDED THAT:

    (a)  the Tenant shall carry out such works in a good and workmanlike manner
         and make good all damage caused causing as little inconvenience to the
         Landlord Management Company and other tenants as reasonably
         practicable)

                                      30
<PAGE>

    (b)  the Landlord or the Management Company shall be responsible for the
         costs of the Tenant in carrying out such remedial works when such
         works are being carried out as a consequence of any breach of the
         Landlords or Management Company's covenants hereunder

    ARBITRATION FEES

    (7)  The fees of any arbitrator incurred in any arbitration proceedings
         arising out of this lease may be paid to the arbitrator by the
         Landlord or by the Tenant notwithstanding any direction or prior
         agreement as to liability for payment and any sums so paid for which
         the party who pays them initially is not ultimately liable shall be
         repayable on demand by the party who is liable for them

    RENT REVIEW MEMORANDUM

    (8)  Forthwith after every agreement or determination of any increase in
         the amount of the rent reserved and made payable by virtue of schedule
         4 a memorandum recording the increase shall be attached to this lease
         and to the counterpart and such memorandum shall be signed by or on
         behalf of the Landlord and the Tenant respectively

    NO WARRANTY AS TO USE

    (9)  Nothing contained in this lease shall constitute or be deemed to
         constitute a warranty by the Landlord that the Premises are authorised
         under Planning Law to be used or are otherwise fit for any specific
         purpose

    DISPUTES

    (10) (a)  Any dispute between the Tenant and any other tenant or occupier
              of any part of the Building relating to any easement or right
              affecting the Building or any part of it shall (unless the
              Landlord shall by notice to the parties concerned renounce its
              power to determine it) be referred to the Landlord whose decision
              acting reasonably (acting in the capacity of an expert) shall be
              binding upon the parties to the dispute but the Landlord shall
              give written reasons for his decision

         (b)  Where any issue (other than one relating to a rent review)
              arising out of or under or relating to the Head Lease which also
              affects or relates to the provisions of this lease is to be
              determined as provided in the Head Lease the determination of
              such issue pursuant to the provisions of the Head Lease shall be
              binding on the Tenant as well as the Landlord for the purposes
              both of the Head Lease and this lease

    COMPENSATION

    (11) Except where any Enactment prohibits the right to compensation being
         reduced or excluded by agreement, neither the Tenant nor any occupier
         of the Premises shall be entitled on quitting them to claim from the
         Landlord any compensation under the Landlord and Tenant Act 1954

                                      31
<PAGE>

    RATEABLE VALUE APPEALS

    (12) (a)  If the Landlord or the Tenant intends to make a proposal to alter
              the entry for the Premises in the local non-domestic rating list
              it shall notify the other party of its intention and shall
              incorporate in the proposal such proper and reasonable
              representations as may be made by or on behalf of that party

         (b)  The Tenant shall not agree the level of rates liability
              attributable to the Premises following the date hereof without
              the Landlord's consent (such consent not to be unreasonably
              withheld or delayed) PROVIDED that for the avoidance of doubt the
              Landlord shall not be entitled to refuse its consent to any level
              of rates which the Tenant has negotiated with the appropriate
              rating authority which is lower than any level of rates
              negotiated by or on behalf of the Landlord in respect of the
              Building on a pro rata basis

    NO WARRANTY AS TO SECURITY

    (13) Nothing contained in this lease (and no exercise of any of the
         Landlord's powers under this lease) shall constitute or be deemed to
         constitute a warranty by the Landlord that the Premises shall be kept
         secure or that any security service to the Common Parts shall be
         effective

    JURISDICTION

    (14) This lease shall be governed by and construed in all respects in
         accordance with the law of England and for the benefit of the Landlord
         the English courts shall have exclusive jurisdiction in relation to
         disputes arising under or connected with this lease and the Tenant
         agrees that any process may be served on it by leaving a copy of the
         relevant document at the Premises provided however that the Landlord
         shall retain the right at its sole election to sue the Tenant
         elsewhere including in the courts of the Tenant's domicile

    OVERRIDING LEASE

    (15) If at any time during the Term the Landlord shall grant a tenancy of
         the reversion immediately expectant on the determination of this lease
         whether pursuant to Section 19 Landlord and Tenant (Covenants) Act
         1995 or otherwise any covenant on the part of the Tenant to obtain the
         consent of the Landlord under this lease to any dealing shall be
         deemed to include a further covenant also to obtain the consent of the
         lessor under such tenancy to such dealing

8.  LANDLORD'S GUARANTOR

    (1)  The Landlord's Guarantor at the request of the Landlord and in
         consideration of the Tenant agreeing to take this lease covenants and
         agrees with the Tenant that all of the Landlord's obligations
         contained in this lease will be performed and observed in the manner
         and at the times herein specified and that if there is default in
         performing and observing any of the Landlord's obligations
         (notwithstanding any time or indulgence granted by the Tenant to the
         Landlord or compromise, neglect or forbearance on the part of the
         Tenant in enforcing the observance of the Landlord's obligations in
         this lease) the Landlord's Guarantor

                                      32
<PAGE>

         will observe and perform (or procure the performance and observance
         of) the obligations in respect of which the Landlord shall be in
         default

    (2)  The Landlord's Guarantor at the request of the Management Company and
         in consideration of the Tenant agreeing to pay the Service Charge
         covenants and agrees with the Tenant that all of the Management
         Company's obligations contained in this lease will be performed and
         observed in the manner and at the times herein specified and that if
         there is default in performing and observing any of the Management
         Company's obligations (notwithstanding any time or indulgence granted
         by the Tenant to the Management Company or compromise, neglect or
         forbearance on the part of the Tenant in enforcing the observance of
         the Management Company's obligations in this lease) the Landlord's
         Guarantor will observe and perform (or procure the performance and
         observance of) the obligations in respect of which the Management
         Company shall be in default

9.  TENANT'S OPTION TO DETERMINE

    (1)  The Tenant may (subject to compliance with the provisions of this
         clause) determine this lease as at 24th October 2008

    (2)  If the Tenant wishes so to determine the Tenant shall give to the
         Landlord the Termination Notice such notice to expire on 24th October
         2008

    (3)  If the Tenant duly serves the Termination Notice it shall procure that
         vacant possession of the Premises will be available on 24th October
         2008 free of occupation by and of any estate or interest rested in the
         Tenant or any third party and this lease shall not determine as a
         result of any notice served by the Tenant if the Tenant is in material
         breach of any of its covenant to pay the rents and Interim Sum
         contained in this lease (including those contained in this sub-
         clause) as at 24th October 2008 except to the extent if at all the
         Landlord in its absolute discretion waives compliance with any of them

10. GUARANTEE AND GUARANTOR'S INDEMNITY

    The Guarantor at the request of the Tenant and in consideration of the
    grant of this lease covenants and agrees with the Landlord and during the
    Term and any period of holding over continuation or extension thereof
    whether by an Enactment common law or otherwise (subject to clause 4(15)):-

    (1)  The rents reserved by this lease (whether or not ascertained as to
         amount) will be duly paid and that all the Tenant's obligations
         contained in it will be performed and observed in the manner and at
         the times herein specified and that if there is any default in paying
         the rents or in performing and observing the Tenant's obligations
         (notwithstanding any time or indulgence granted by the Landlord to the
         Tenant or compromise neglect or forbearance on the part of the
         Landlord in enforcing the observance and performance of the Tenant's
         obligations in this lease or any refusal by the Landlord to accept
         rents tendered by or on behalf of the Tenant) the Guarantor will
         observe and perform the obligations in respect of which the Tenant
         shall be in default and will on demand and on a full indemnity basis
         pay to the Landlord an amount equivalent to the rents or other amounts
         not paid and/or any loss damage costs charges expenses or any other
         liability incurred or suffered by the Landlord as a result of the
         default (and in the event of non-payment shall pay interest at the
         Interest Rate from the date of demand to the

                                      33
<PAGE>

         Guarantor until the date of payment) and will otherwise indemnify and
         hold harmless the Landlord against all actions claims costs damages
         demands expenses losses and proceedings arising from or incurred by
         the Landlord as a result of such non-performance or non-observance

    (2)  If any liquidator or other person having power to do so disclaims this
         lease or if it shall be forfeited or if the Tenant ceases to exist and
         if the Landlord by written notice served within three months after the
         date of disclaimer or forfeiture or the Landlord having actual
         knowledge of the cesser of existence of the Tenant (each a "Trigger
         Event") requires the Guarantor to accept a lease of the Premises for a
         term computed from the date of the Trigger Event to the date on which
         the Term would have expired by effluxion of time and at the same rents
         and subject to the same covenants stipulations conditions and
         provisions (except that the Guarantor shall not be required to procure
         that any other person is made party to that lease as guarantor) as are
         reserved by and contained in this lease immediately before the Trigger
         Event and with coincidental Review Dates (the said new lease and the
         rights and liabilities thereunder to take effect as from the date of
         such Trigger Event) the Guarantor shall forthwith accept such lease
         accordingly and execute and deliver to the Landlord a counterpart of
         it and indemnify the Landlord upon demand against the costs incurred
         on the grant of the new lease

    (3)  The liability of the Guarantor hereunder shall not be released reduced
         affected or prejudiced by reason of:-

         (a)  any variation or waiver of or addition to the terms of this lease
              or any of them agreed between the Landlord and the Tenant or

         (b)  the surrender by the Tenant of part of the Premises (in which
              event the liability of the Guarantor shall continue in relation
              to the Tenant's obligations in respect of the part of the
              Premises not so surrendered) or

         (c)  any legal limitation immunity disability incapacity occurrence of
              insolvency or the winding-up of the Tenant or

         (d)  (without limitation to the foregoing) of any other act or thing
              act or thing by which (but for this provision) the Guarantor
              would have been discharged or released (in each case in whole or
              in part) from liability under this guarantee and indemnity

         or any combination of any two or more of such matters

    (4)  If a Trigger Event occurs and for any reason the Landlord does not
         require the Guarantor to accept a new lease of the Premises in
         accordance with clause 8(2) the Guarantor shall pay to the Landlord on
         demand (in addition to any other loss damage costs charges expenses or
         other liability which the Guarantor may be required to make good
         hereunder and without prejudice to any other rights of the Landlord)
         an amount equal to the rents which would have been payable hereunder
         but for such Trigger Event (so far as such rents do not otherwise
         continue to be payable) for the period commencing on the date of such
         Trigger Event and ending on whichever is the earlier of the date one
         year after the date of such Trigger Event and the date (if any) upon
         which rent is first payable in respect of the whole of the Premises on
         a reletting thereof

                                      34
<PAGE>

    (5)  Without prejudice to the rights of the Landlord against the Tenant the
         Guarantor shall be a principal obligor in respect of its obligations
         under this clause and not merely a surety and accordingly the
         Guarantor shall not be discharged nor shall its liability hereunder be
         affected by any act or thing or means whatsoever by which its said
         liability would not have been discharged if it had been a primary
         debtor

    (6)  The Guarantor shall pay all reasonable charges (including legal and
         other costs on a full indemnity basis) incurred by the Landlord in
         relation to the Landlord's enforcement of this guarantee and indemnity
         against the Guarantor or for enforcing payment by the Guarantor of
         amounts indemnified by it hereunder

    (7)  The Landlord may at its option enforce the terms of this guarantee and
         indemnity against the Guarantor without having first enforced the
         covenants and terms of this lease against the Tenant and also without
         first having recourse to any other rights or security which the
         Landlord may have obtained in relation to this lease

    (8)  The Guarantor shall not be entitled to participate in any security
         held by the Landlord in respect of the obligation of the Tenant under
         this lease or to any right of subrogation in respect of any such
         security until all the obligations owed to the Landlord by the Tenant
         and the Guarantor hereunder have been fully and unconditionally
         fulfilled and discharged

    (9)  The Guarantor shall not claim in any liquidation bankruptcy
         composition or scheme of arrangement in respect of the Tenant in
         competition with the Landlord and if and to the extent that it
         receives the same shall remit to (and until remission shall hold in
         trust for) the Landlord all and any monies received from any
         liquidator trustee receiver or out of any composition or arrangement
         or from any supervisor thereof until all the obligations of the Tenant
         and the Guarantor hereunder owed to the Landlord have been fully and
         unconditionally fulfilled and discharged

    (10) This guarantee and indemnity shall enure for the benefit of the
         Landlord's successors in title under this lease without the necessity
         for any assignment thereof

    (11) While Donaldson, Lufkin & Jenrette International Limited remains the
         Tenant this guarantee and indemnity shall only apply if and for so
         long as the total shareholders funds and reserves of Donaldson, Lufkin
         & Jenrette International Limited are or fall below the value of Fifty
         million pounds (pounds sterling 50,000,000) AND Donaldson, Lufkin &
         Jenrette International Limited and Donaldson, Lufkin & Jenrette Inc.
         shall notify the Landlord at the beginning of each period in which 
         this guarantee and indemnity applies and again when it ceases to apply
         AND for the avoidance of doubt this guarantee (subject to compliance
         by the Tenant with clause 4(15)) shall automatically cease on any
         lawful assignment of this lease (but without prejudice to either
         party's rights against the other in respect of any antecedent breaches
         of this lease) unless in the circumstances contemplated by clause
         4(l5)(g)(ii)(b) it is reasonable for Donaldson Lufkin & Jenrette Inc.
         to remain the guarantor hereunder of the liabilities of Donaldson,
         Lufkin & Jenrette International Limited PROVIDED FURTHER that
         Donaldson, Lufkin & Jenrette Inc shall in such circumstances
         automatically be released on a second assignment of this lease

                                      35
<PAGE>

11. STAMP DUTY CERTIFICATE

    It is hereby certified that there is no agreement for lease to which
this lease gives effet

IN WITNESS whereof this Deed has been executed by the parties hereto and is
intended to be and is hereby delivered on the date first above written

                                      36
<PAGE>

                                   SCHEDULE 1

                                 (THE PREMISES)

ALL THOSE office premises situate on the twenty-sixth floor and being part of
the Building which are shown on the Plans and thereon verged red for
identification purposes only ALL which premises include:-

(a)   the plaster linings and other interior coverings and facing materials of
      all walls and of any columns within or bounding the said premises

(b)   the screed the raised floor the fixed and unfixed floor coverings and all
      materials lying between the upper surface of the structural floor slab
      and the raised floor surface

(c)   the ceilings including all materials forming part of them lying and the
      void space (if any) above such ceilings but below the lower surface of
      the structural ceiling slab

(d)   all non-load bearing walls lying within the said premises

(e)   all plant and other apparatus and conducting media which are designed to
      serve the said premises exclusively including any which the Landlord may
      permit under clause 4(14) and whose operation does not have any impact on
      the central building systems

(f)   the following items supplied and fitted by the Landlord:-

      (i)   venetian horizontal perforated blinds on the inside of the external
            windows of the Premises

      (ii)  electricity check meter

but exclude:-

(i)   all Service Media and Landlord's Services Equipment and

(ii)  the load bearing structure of the Building including the load bearing
      structure of the roofs foundations external and internal walls and
      columns and the structural slabs of the ceilings and floors and

(iii) the external surfaces of the Building and the whole of the window
      glazing and window frames and other fenestration units constructed in
      the external walls and in the other boundaries of the said premises

                                   SCHEDULE 2

                         (EASEMENTS AND RIGHTS GRANTED)

1.    The right in connection with the Permitted Use subject to the provisions
      of clause 7(3) and subject to compliance with all reasonable rules and
      regulations in connection with the exercise of such right as may be
      prescribed from time to time by the Landlord:-

      (1)   for the Tenant its employees servants and duly authorised agents
            invitees and visitors for the purpose only of ingress and egress to
            and from the Premises to use the Common Parts and to use all means
            of escape but only when needed in an emergency and

      (2)   to use the Service Media

                                      37
<PAGE>

2.    The right of support shelter and protection for the Premises from any
      adjoining or neighbouring parts of the Building as enjoyed by the
      Premises at the date of this lease

3.    The right to have displayed the name or trading style of the Tenant and
      any authoried sub-tenants or permitted occupiers (subject to a maximum of
      four names at any particular time) on the signboard in the entrance lobby
      of the Building provided by the Landlord pursuant to paragraph 14 of
      Part I of schedule 6 and the right to install a sign displaying the name
      of the Tenant at the entrance to the Premises the precise location size 
      and style of such sign to be subject to the approval of the Landlord
      (such approval not to be unreasonably withheld or delayed)

4.    The right to install a supplementary air conditioning system and UPS
      within the 14th floor plant area in the Building in a manner and in a
      location to be approved by the Landlord such approval not to be
      unreasonably withheld or delayed (in accordance with the provisions of
      clause 4(12)) and a right of access to such 14th floor plant area at all
      reasonable times on reasonable prior notice (save in the case of
      emergency) for repair and maintenance and PROVIDED that on determination
      of the Term the Tenant shall remove any such installation and reinstate
      the plant room area to the reasonable satisfaction of the Landlord
      (making good all damage caused in such removal)

5.    The right to use and to have reasonable access for repair and maintenance
      (on reasonable prior written notice to the Landlord) those works or
      installations within or on the Building (but outside the Premises) for
      which consent has been given pursuant to the Agreement for Initial
      Alterations

6.    The exclusive right to use the lavatories on the same floor as the
      Premises subject to the Tenant being responsible for all elements of
      Service Cost relating to such toilets should any other tenant of
      accommodation in the Building object to meeting any proportion of Service
      Cost in relation to such facilities (on the basis of such exclusive use)

                                   SCHEDULE 3

                         (EXCEPTIONS AND RESERVATIONS)

1.    The right to build alter or extend (whether vertically or laterally) any
      building notwithstanding that the access of light and air or either of
      them to the Premises and the lights windows and openings thereof may be
      affected

2.    The right at reasonable times on reasonable prior written notice (except
      in an emergency where no notice need be given) to enter upon the Premises
      as often as may be necessary for the purpose of complying with the
      covenants of the Head Lease for all the purposes for which the Tenant
      covenants in this lease to permit entry and for all purposes in
      connection with the carrying out of the Services and for the purposes of
      complying with any statutory requirements

3.    The right to use and to construct inspect maintain repair divert and
      otherwise alter stop up and relay and to make connections to any Service
      Media in on or under the Premises at any time during the Term for the
      benefit of any other part of the Building or any adjacent or neighbouring
      land

4.    The right to erect and maintain scaffolding on or against any part of the
      Building so long as reasonable and sufficient means of access to and
      egress from and servicing the Premises are maintained

                                      38
<PAGE>

5.    All rights of light air and other easements and rights (but without
      prejudice to those expressly granted by this lease) enjoyed by the
      Premises from or over any other part or parts of the Building or any
      adjacent or neighbouring land

6.    The right of support protection and shelter for the benefit of other
      parts of the Building from the Premises

7.    The right for one or more members of any security staff employed by the
      Landlord or its agents at any time or times on reasonable prior notice
      (save in the case of emergency where no notice is required) to enter the
      Premises if it shall be considered necessary or desirable so to do in
      connection with the security of the Building

8.    The right for the tenant or occupier of any other part of the Building
      authorised by the Landlord having first given reasonable written notice
      to the Tenant at reasonable times in the daytime and at any time and
      without notice in case of emergency to enter the Premises for the purpose
      of repairing that other part of the Building making good any damage so
      caused to the reasonable satisfaction of the Tenant

9.    The rights reserved to the Superior Landlord (by covenant or by express
      reservation) in the Head Lease

PROVIDED ALWAYS THAT if the Landlord or its employees or the persons
authorised by the Landlord exercises any of the rights by carrying out work on
the Premises it shall cause as little inconvenience as possible and as soon as
reasonably practicable make good any damage caused to them unless the right
has been exercised because of some breach by the Tenant or by any person
claiming through it

                                   SCHEDULE 4

                (THE FIRST RESERVED RENT AND THE REVIEW THEREOF)

1.    In this schedule the following expressions have the respective specified
      meanings:-

      (1)   "Current Rent" means the amount of the yearly rent first reserved
            by this lease payable immediately before the relevant Review Date

      (2)   "Review Rent" means the yearly market rent which might reasonably
            be expected to be payable following the expiry of any period at the
            beginning of the term which might be negotiated in the open market
            for the purposes of fitting out during which no rent or a
            concessionary rent is payable or following the payment of any
            capital sum or fitting out contribution which might be negotiated
            in the open market for the purposes of fitting out (and on the
            assumption that the lessee has had the benefit of such rent free or
            concessionary rent period or capital sum or fitting out
            contribution and has used the same fully to fit out the Premises
            for the Permitted Use to the lessee's particular requirements) if
            the Premises had been let in the open market by a willing lessor to
            a willing lessee with vacant possession on the relevant Review Date
            without fine or premium for a term of ten years computed from the
            relevant Review Date taking into account the lessee's right at the
            expiration of the term to be granted a new tenancy under Part II
            Landlord and Tenant Act 1954 and otherwise upon the provisions
            (save as to the amount of the rent first reserved by this lease but
            including the provisions for rent review at five-yearly intervals)
            contained in this lease and on the assumption if not a fact that
            the said provisions have been fully complied with and on the
            further assumptions that:-

                                      39
<PAGE>

            (a)   the Permitted Use and the Premises comply with Planning Law
                  and every other Enactment free from any onerous condition
                  restriction and limitation and that the lessee may lawfully
                  implement and carry on the Permitted Use

            (b)   no work has been carried out to the Premises which has
                  diminished their rental value

            (c)   in case the Building or any part of it has been destroyed or
                  damaged it has been fully restored

            (d)   the Premises have been fitted out to no less standard than
                  that set out in the Reinstatement Specification

            but disregarding any effect on rent of:-

            (i)   the fact that the Tenant or any underlessee or other
                  permitted occupier or their respective predecessors in title
                  has been or is in occupation of the Premises

            (ii)  any goodwill attached to the Premises by the carrying on in
                  them of the business of the Tenant or any underlessee or
                  their respective predecessors in title or other permitted
                  occupier

            (iii) (without prejudice to paragraphs 1(2)(b) and l(2)(c) of this
                  schedule) any works carried out to the Premises during the
                  Term by the Tenant or any permitted underlessee in either
                  case at its own expense in pursuance of a licence granted by
                  the Landlord where required and otherwise than in pursuance
                  of any obligation to the Landlord

            (iv)  the works carried out to the Premises by the Tenant or
                  carried out by the Landlord at the expense of the Tenant
                  pursuant to the Agreement for Initial Alterations

      (3)   "Review Surveyor" means an independent chartered surveyor appointed
            pursuant to paragraph 3(1) of this schedule and if to be nominated
            by or on behalf of the President for the time being of the Royal
            Institution of Chartered Surveyors the said President to be
            requested to nominate an independent chartered surveyor having not
            less than ten years practice in the City of London next before the
            date of his appointment and recent substantial experience in the
            letting and valuation of office premises of a similar character and
            quality to those of the Premises and who is a partner or director
            of a leading firm or company of surveyors having specialist market
            and valuation knowledge of such premises

2.    The yearly rent first reserved and payable from each Review Date until
      the next following Review Date or (in the case of the period commencing
      on the last Review Date during the Term) until the expiry of the Term
      shall be the higher of:-

      (1)   the Current Rent (ignoring for this purpose any rent cesser
            pursuant to clause 7(5)) and

      (2)   the Review Rent

                                      40
<PAGE>

3.    If the Landlord and the Tenant shall not have agreed the Review Rent by
      the date three months before the relevant Review Date it shall (without
      prejudice to the ability of the Landlord and the Tenant to agree it at
      any time) be assessed as follows:-

      (1)   the Review Surveyor shall (in the case of agreement about his
            appointment) be forthwith appointed by the Landlord or the Tenant
            to assess the Review Rent or (in the absence of agreement at any
            time about his appointment) be nominated to assess the Review Rent
            by or on behalf of the President for the time being of The Royal
            Institution of Chartered Surveyors on the application of the
            Landlord or the Tenant

      (2)   Unless the Landlord and the Tenant agree that the Review Surveyor
            shall act as an expert (which after the appointment has been made
            they may not do save with the consent also of the Review Surveyor)
            he shall act as an arbitrator and the arbitration shall be
            conducted in accordance with the Arbitration Acts 1950 and 1979

      (3)   If the Review Surveyor is appointed as an expert he shall be
            required to give notice to the Landlord and the Tenant inviting
            each of them to submit to him within such time limits as he shall
            stipulate a proposal for the Review Rent supported (if so desired
            by the Landlord or the Tenant) by any or all of:-

            (i)   a statement of reasons

            (ii)  a professional rental valuation and (separately and later)

            (iii) submissions in respect of each other's statement of reasons
                  and valuation

            but he shall not be bound thereby and shall make the determination
            in accordance with his own judgment (including any determination
            concerning any party's liability for the costs of the reference to
            him) save in respect of points of law

      (4)   If the Review Surveyor whether appointed as arbitrator or expert
            refuses to act or is or becomes incapable of acting or dies the
            Landlord or the Tenant may apply to the President for the further
            appointment of another Review Surveyor

4.    If the Review Rent has not been agreed or assessed by the relevant Review
      Date the Tenant shall:-

      (1)   continue to pay the Current Rent on account and

      (2)   pay the Landlord within seven days after the agreement or
            assessment of the Review Rent the amount (if any) by which the
            Review Rent for the period commencing on the relevant Review Date
            and ending on the quarter day following the date of payment exceeds
            the Current Rent paid on account for the same period plus interest
            at three per cent below the Interest Rate for each installment of
            rent due on and after the relevant Review Date on the difference
            between what would have been paid on that rent day had the Review
            Rent been fixed and the amount paid on account (the interest being
            payable from the date on which the installment was due up to the
            date of payment of the shortfall)

S.    If any Enactment restricts the right to review rent or to recover an
      increase in rent otherwise payable then when the restriction is released
      the Landlord may at any time within six months after the date of release
      give to the Tenant not less than one month's

                                      41
<PAGE>

      notice requiring an additional rent review as at the next following
      quarter day which shall for the purposes of this lease be a Review Date -

                                   SCHEDULE S

                              (THE SERVICE CHARGE)

1.    In this schedule:

      "ACCOUNTING PERIOD" means the period from and including 1st January to
      and including 31st December in any year or such other period of twelve
      months as the Management Company shall reasonably determine from time to
      time

      "EXPERT" means a chartered surveyor experienced in the administration
      and apportionment of service charges for buildings similar to the
      Building as agreed upon by the Management Company and the Tenant or on
      failure to agree appointed at the request of either party by the
      President Provided that where an Expert has previously been agreed or
      appointed in relation to any matter in connection with the Service Cost
      or the allocation of the Service Cost between the tenants of the
      Building (whether or not pursuant to the terms of this Underlease) the
      Management Company or the Tenant shall be entitled if reasonable to
      require that the same Expert be appointed

      "INTERIM SUM" means a fair and reasonable yearly sum assessed by the
      Management Company acting reasonably on account of the Service Charge
      for each Accounting Period being a fair and reasonable estimate of the
      Service Charge payable by the Tenant in respect of that Accounting
      Period

      "RESERVE" means the total of the amounts received by the Management
      Company in respect of the matters referred to in paragraph 2(B) of this
      schedule

      "SERVICE CHARGE" means the proportion or proportions of the Service Cost
      attributable to the Premises determined in accordance with the
      provisions of this schedule payable from the date hereof

      "SERVICE CHARGE CERTIFICATE" means a certificate showing the Service
      Cost and Service Charge for each Accounting Period served pursuant to
      paragraph 5 of this schedule and prepared by the Management Company's
      surveyor or auditor

      "SERVICE COST" means the total sum calculated in accordance with  
      paragraph 2 of this schedule

2.    The Service Cost shall be the total of:-

      (A)   the reasonable cost properly incurred by the Management Company in
            any Accounting Period in carrying out or procuring the carrying out
            of the Services and providing each item of the Services including
            (without prejudice to the generality of the foregoing) the costs
            and expenses set out in Part II of schedule 6 (insofar as the same
            are reasonable and properly incurred) and any other reasonable
            costs and expenses properly incurred by the Management Company or
            with the Management Company's authority in connection with the
            Services but excluding for the avoidance of doubt

            (i)   any costs attributable to the provision of any of the
                  Services outside Normal Business Hours at the specific
                  request of the Tenant (which shall

                                      42
<PAGE>

                  be charged direct to the Tenant) or of any other tenant or
                  tenants of the Building and

            (ii)  any Value Added Tax which the Management Company may incur
                  of and incidental to the provision of the Services and which
                  is recoverable as input tax by the Management Company

            (iii) any cost or expense incurred in making good any damage caused
                  by any of the Insured Risks

      (B)   an amount (to be revised annually by the Management Company at its
            reasonable discretion) to be charged in any Accounting Period as a
            contribution to the establishment and maintenance of a reserve
            towards the estimated cost to the Management Company of the
            provision of the Services such amount to be ascertained on the
            assumption (inter alia) that the cost of replacement of items of
            plant machinery equipment and other capital items is calculated on
            such life expectancy of the said items as the Management Company
            may from time to time reasonably determine to the intent that a
            fund be accumulated sufficient to cover the cost of replacement of
            the said items by the end of their anticipated life

      PROVIDED THAT nothing herein contained shall oblige the Management
      Company to maintain the Reserve or a reserve sufficient to cover the
      whole of the cost of replacement of any plant machinery equipment or
      other capital items and provided further that any expenditure on any
      items in respect of which any sums shall have been included in the
      Reserve during an Accounting Year shall at the Management Company's
      reasonable discretion as to the amount thereof if any be met out of the
      Reserve AND PROVIDED THAT in respect of any costs or expenses not
      incurred exclusively in connection with the provision or carrying out of
      the Services a fair proportion only of such costs and expenses shall be
      included in the Service Cost

3.    (A)   The Service Charge payable by the Tenant for any Accounting Period
            shall be a fair proportion of the Service Cost attributable to the
            Premises from time to time as properly determined by the Management
            Company (and so in proportion for any Accounting Period not falling
            wholly within the Term the Service Cost in any such case being
            deemed to accrue on a day to day basis for the purpose of
            apportionment)

      (B)   If at any time and from time to time during the Term the method or
            basis of calculating or ascertaining the cost of any item of the
            Services shall alter or the basis of calculating or ascertaining
            the Service Cost in relation to any item of the Services shall
            change and as a result it is reasonable that there be an alteration
            or variation of the calculation of the Service Charge in order to
            achieve a fairer and better apportionment of the Service Cost
            amongst the tenants of the Building then and in every such case the
            Management Company shall vary and amend the Service Charge and make
            appropriate adjustments thereto provided always that in the event
            of any dispute between the Management Company and the Tenant and
            the other tenants of the Building or any of them the same shall be
            referred to the Expert for determination (the Expert to act as an
            expert and not as an arbitrator) whose decision shall save in the
            case of manifest error be binding on the parties (including his
            decisions as to the responsibility for his costs)

      (C)   The fair proportion to be determined by the Management Company in
            paragraph 3(A) above shall be determined on the basis that all
            accommodation within the

                                      43
<PAGE>

            Building let or occupied or designed contracted or adapted for
            letting or occupation (other than management accommodation) is
            fully let on terms which include service charge provisions
            consistent with the service charge provisions contained in this
            lease (save where otherwise specified herein) and such proportion
            shall not be increased or altered by reason of the fact that at
            any time any part of such accommodation may be vacant or that any
            tenant or other occupier of any other part of the Building may
            default in payment of its due proportion of the Service Cost

4.    (A)   The Tenant shall pay to the Management Company the Interim Sum
            without deduction by equal quarterly instalments in advance on the
            usual quarter days unless the Management Company shall reasonably
            anticipate that amounts to be incurred during the year immediately
            next following are anticipated as being incurred in accordance with
            a programme of non equal expenditure in which event the Management
            Company shall serve notice to such effect upon the Tenant and shall
            thereupon be entitled to require amounts of the Interim Sum to be
            paid by advance quarterly instalments of unequal amounts reasonably
            stipulated by the Management Company

      (B)   The Management Company shall be entitled to require as part of the
            Interim Sum payments in advance on account of the cost of the
            consumption of and supply charges in respect of electricity
            consumed within the Premises (save for any amounts which are
            invoiced directly by London Electricity plc to the Tenant) such
            sums not to exceed a fair and proper estimate of amounts reasonably
            anticipated by the Management Company as falling due within the
            next quarter

      (C)   If the Tenant consistently requests the provision of any of the
            Services outside Normal Business Hours the Management Company shall
            be entitled in addition to require the Tenant to pay along with
            payments of the Interim Sum a fair and proper estimate of amounts
            likely to be payable by the Tenant in the next quarter on account
            of such Services in accordance with the terms of this lease

      (D)   The Interim Sum for the Accounting Period ending 31st December 1996
            shall be pounds sterling 74,000

      (E)   Either before or as soon as practicable after the commencement of
            every Accounting Period the Management Company shall serve or cause
            to be served on the Tenant written notice of the Interim Sum for
            the relevant Accounting Period Provided that without prejudice to
            the provisions of paragraphs 6 and 7 of this schedule if the
            written notice aforesaid shall be served after the first occurring
            quarter day in the relevant Accounting Period the Tenant shall
            until service of the written notice aforesaid make payments on
            account of the Interim Sum for the relevant Accounting Period on
            the days and in the manner provided by sub-paragraph (A) of this
            paragraph of this schedule at an annual rate equal to the Interim
            Sum for the immediately preceding Accounting Period

5.    (A)   As soon as practicable after the expiry of every Accounting Period
            (and in any event within 4 months after such expiry) the Management
            Company shall serve or cause to be served a Service Charge
            Certificate on the Tenant for the relevant Accounting Period

                                      44
<PAGE>

      (B)   A Service Charge Certificate shall contain a summary of the Service
            Cost in respect of the Accounting Period to which it relates and
            the relevant calculations showing the Service Charge

      (C)   The Tenant may request further details of the breakdown of the
            expenditure under any particular item or items shown in a Service
            Charge Certificate by giving notice thereof in writing to the
            Management Company within three months of the date of service on
            the Tenant of the relevant Service Charge Certificate and upon
            receipt of such a notice the Management Company shall furnish to
            the Tenant all such relevant details in its possession or control
            or which can reasonably be obtained by it as relate to the
            expenditure under the item or items in question at the cost of the
            Tenant (include all books of account receipts demands and invoices)
            PROVIDED ALWAYS that notwithstanding the giving of any such notice
            the Tenant shall nevertheless pay all Interim Sums and Service
            Charges as and when they fall due or as may be underpaid from time
            to time (but without prejudice to any challenge claim or dispute
            that the Tenant may have made or may make in the future in respect
            of its Service Charge liability or otherwise)

6.    Within fourteen days after the service on the Tenant of a Service Charge
      Certificate showing that the Service Charge for any Accounting Period
      exceeds the Interim Sum for that Accounting Period the Tenant shall
      (without prejudice to any challenge claim or dispute as aforesaid) pay to
      the Management Company or as it shall direct a sum equal to the amount by
      which the Service Charge exceeds the Interim Sum provided that and the
      Tenant hereby acknowledges that if there shall be any such excess in
      respect of the Accounting Period the amount of such excess shall be a
      debt due from the Tenant to the Management Company and in the event that
      such excess is not received in cleared funds by the Management Company
      within 14 days of the due date for payment it shall attract interest at
      the Interest Rate calculated for the period commencing on the due dates
      for payment and ending on the date the sum is subsequently received by
      the Management Company notwithstanding that the Term may have expired or
      been determined before the service by or on behalf of the Management
      Company of the relevant Service Charge Certificate


7.    If in any Accounting Period the Service Charge is less than the Interim
      Sum for that Accounting Period a sum equal to the amount which the
      Interim Sum exceeds the Service Charge shall be accumulated by the
      Management Company and shall be applied in or towards the Service Charge
      for the next following Accounting Period or Accounting Periods or at or
      after the end of the Term repaid to the Tenant within 14 days after
      preparation of the Service Charge Certificate and the event that the
      excess is not received by the Tenant on the due date for payment it shall
      attract interest at the Interest Rate for the period commencing as the
      due date for payment and ending on the date that the sum due is received
      in cleared funds by the Tenant

8.    Unless challenged by the Tenant pursuant to the provisions of paragraph 9
      of this schedule every notice certificate calculation determination or
      assessment made by or on behalf of the Management Company referred to in
      this schedule shall (save where a manifest error appears) be conclusive
      and binding upon the parties hereto

9.    The Tenant (acting reasonably) may at any time within six months after
      the submission of a Service Charge Certificate challenge it on any
      reasonable ground (including without limitation on the ground that the
      Service Charge therein stated exceeds the Service Charge which should
      have been payable had the provisions of this lease been properly

                                      45
<PAGE>

      adhered to) Provided that the Tenant gives notice with full particulars
      of its ground of alleged challenge and in any such case:

      (A)   any sum due to or payable by the Management Company pursuant to
            paragraphs 6 and 7 above shall still be paid or allowed pending
            resolution of the Tenant's challenge as if the Service Charge
            Certificate were correct

      (B)   the Management Company and the Tenant shall endeavour to resolve
            the relevant issue but if they cannot do so the issue in dispute
            shall be referred to the Expert (acting as an expert and not an
            arbitrator) whose decision shall save in the case of manifest error
            be binding on the parties (including his decision as to the
            responsibility for his costs)

      (C)   such adjustments to the Service Charge Certificate as may be
            required to be made in consequence of the resolution of the dispute
            shall be paid as soon as reasonably practicable after such
            resolution and any sum due to or payable by the Management Company
            shall then be paid or allowed (as the case may be) immediately
            together with interest at three per cent below the Interest Rate on
            such sum during the period which it has been underpaid or overpaid

10.   All sums obtained from the Tenant and any other tenants or occupiers of
      the Building towards the Service Cost and sums collected in respect of
      the Reserve shall each be placed in separate interest bearing designated
      deposit accounts to be applied only towards the cost of providing the
      Services and all interest accrued on such deposit account shall be
      credited (net of tax) to the account

11.   The Management Company will account to the Landlord as soon as
      practicable following expiry of each Accounting Period for that part of
      the Service Charge which relates to costs directly incurred by the
      Landlord and not by the Management Company including (but not limited
      to) the costs referred to in paragraphs 5 7 8 9 and 12 of Part II of
      schedule 6

12.   If in the Management Company's reasonable discretion any of the Services
      have to be provided to a greater extent (or the cost of provision of
      such Services is greater) than would normally apply in the context of
      the general management of the Building in accordance with this lease as
      a result either:-

      (a)   of a specific request by the Tenant (with or without other tenants
            or occupiers of accommodation in the Building); or

      (b)   where such provision is required in the interests of good estate
            management as a result of any acts or omissions of the Tenant in
            relation to its use and occupation of the Premises

      then the Management Company shall be entitled to require the Tenant to
      meet the cost of such provision (or a fair proportion thereof determined
      by the Management Company) within 10 working days following a demand by
      the Management Company

                                      46
<PAGE>

                                   SCHEDULE 6

                                   (SERVICES)

                                     PART I

1.    Inspecting maintaining repairing amending altering and (where consistent
      with an obligation to repair) rebuilding and renewing and where
      appropriate treating washing down painting and decorating all load
      bearing and other structural parts of the Building and the relevant
      parts of it described in paragraphs (ii) and (iii) of schedule 1

2.    Inspecting servicing maintaining operating and repairing and (where
      consistent with an obligation to repair) renewing amending overhauling
      and replacing the Landlord's Services Equipment and all other apparatus
      plant machinery and equipment within the Building (if any) from time to
      time excluding any "stand alone" systems installed by the Tenant or any
      other tenant or occupier of the Building

3.    Inspecting servicing maintaining operating repairing cleansing emptying
      amending altering and renewing overhauling and replacing all Service
      Media

4.    Keeping the Common Parts and the car park within the Building properly
      cleansed decorated treated maintained and lit to such standard as the
      Management Company may from time to time consider adequate but the Common
      Parts and the car park shall be operational 24 hours a day 7 days a week

5.    Providing such mechanical ventilation heating and (if deemed reasonably
      desirable by the Management Company) cooling for such parts of the
      Building and for such hours and times of the year (subject to clause 6)
      as the Management Company shall in its discretion reasonably determine
      save that such mechanical ventilation heating and cooling for the lifts
      lobby and entrance halls and toilets shall be provided throughout Normal
      Business Hours and at the request of the Tenant outside those hours
      subject to the Outside Normal Business Hours Charge

6.    Providing and maintaining at the Management Company's discretion any
      furniture architectural or ornamental features or murals and any
      horticultural displays plants shrubs trees or garden area in the Common
      Parts and maintaining the same

7.    Supplying whether by purchase or hire and maintaining (and where
      consistent with an obligation to repair) renewing replacing repairing
      servicing and keeping in good and serviceable order and condition all
      fixtures and receptacles appliances materials equipment plant and other
      things which the Management Company may reasonably deem desirable or
      necessary for the maintenance appearance upkeep or cleanliness of the
      Building or any part of it or otherwise in connection with the provision
      of the Services

8.    Cleaning as frequently as the Management Company shall in its reasonable
      discretion consider adequate the exterior and interior of all window
      glazing and window frames and other fenestration units in the Common
      Parts and the outside of the window glazing referred to in paragraph
      (iii) of schedule 1 and the maintenance cleansing repair inspection and
      (where necessary) renewal or replacement of all window cleaning) cradles
      carriageways and runways

9.    Providing a security service 24 hours a day to the Common Parts
      (including the ground floor entrance hall at times when receptionists
      are not present) and the car park within the Building including where
      reasonably appropriate in the Management Company's

                                      47
<PAGE>

      judgment closed circuit television and/or other plant and equipment for
      the purpose of surveillance and supervision of users of the Building

10.   Disposing of refuse from the Building (including collecting and
      compacting or otherwise treating or packaging as the Management Company
      reasonably thinks fit such refuse and if necessary pest control) and (and
      where consistent with an obligation to repair) the provision repair
      maintenance and renewal of any plant and equipment in connection
      therewith

11.   Maintaining 24 hours a day 7 days a week an adequate supply of hot and
      cold water and supplying washing and toilet requisites in the lavatory
      accommodation in the Building

12.   Such rodent or other pest control in the Building as the Management
      Company shall reasonably consider necessary or desirable

13.   Providing one or more receptionists and/or security in the ground floor
      entrance hall of the Building 24 hours a day 7 days a week

14.   Providing and maintaining a signboard in the entrance lobby of the
      building for the display of tenants' names

15.   Controlling so far as practicable 24 hours a day 7 days a week traffic
      flow within the car park in the Building and traffic 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

16.   Providing and maintaining a post room facility for the reception of mail
      to the Building

17.   Complying with the obligations on the part of the tenant contained in the
      Head Lease save for the payment of rent

18.   Complying with the obligations set out in clause 6

19.   Any other services relating to the Building or any part of it provided by
      the Management Company from time to time which shall be:-

      (1)   reasonably capable of being enjoyed by the occupier of the Premises
            or

      (2)   reasonably calculated to be for the benefit of the Tenant and other
            tenants of the Building or

      (3)   appropriate for the maintenance upkeep or cleanliness of the
            Building or

      (4)   otherwise in keeping with the principles of good estate management

      PROVIDED ALWAYS that

      (i)   Where in this schedule there are references to matters or things
            which are then stated to include certain particular matters or
            things which are not also stated to be without prejudice to the
            generality of the wording preceding it nevertheless the reference
            to the particular matters or things shall be deemed to be and in
            each case shall be without prejudice to the generality of the
            wording preceding it

      (ii)  The Management Company shall subject to clause 6 when reasonable
            have the right to cease or to procure the cessation of the
            provision of or add to or procure

                                      48
<PAGE>

            the addition to any item of Services matter or thing specified in
            this schedule if the Management Company shall having regard to
            the principles of good estate management reasonably deem it
            desirable or expedient so to do but before so doing the
            Management Company shall notify all the tenants in the Building
            but in the event of any failure of any of the Services shall use
            all reasonable endeavours to restore the said Service

      (iv)  The Management Company or the managing agents may temporarily
            withdraw any item of Services matter or thing specified in this
            schedule if in their reasonable opinion such withdrawal is in the
            interest of good estate management or if such withdrawal is due to
            circumstances beyond the control of the Management Company

                                      PART II

1.    All fees and disbursements of any individual or firm or company employed
      or retained by or on behalf of the Management Company or its agents
      (including without limitation managing agents fees) for or in connection
      with:-

      (1)   any surveying or accounting functions for the Building and

      (2)   the performance of the Services or any of them and any other duties
            in or about the Building or any part of it relating to the general
            management administration security maintenance protection and
            cleanliness of the Building

2.    The reasonable fees of the Management Company for any of the Services or
      for the functions and duties referred to in paragraph 1 of this Part of
      this schedule which shall be undertaken by the Management Company and not
      by a third party

3.    The cost (in addition to any fees referred to in paragraph 2 and where
      the context permits paragraph 1 of this Part of this schedule) of
      employing (whether by the Management Company or any managing agents or
      any other individual or firm or company) such staff as the Management
      Company may in its reasonable discretion consider appropriate for the
      performance of the Services and the functions and duties referred to in
      paragraph 1 of this Part of this schedule and all other incidental
      expenditure in relation to such employment including without prejudice to
      the generality of the foregoing:-

      (1)   salaries wages pensions and pension contributions benefits in kind
            and other emoluments and National Insurance and other statutory
            contributions or levies

      (2)   the provision of uniforms and working clothing

      (3)   the provision of vehicles tools appliances cleaning and other
            material fixtures fittings and other equipment for the proper
            performance of their duties and a store for housing the same and

      (4)   a reasonable notional rent for any premises reasonably provided
            rent free for every such person's use occupancy or residence

4.    The cost of entering into any contracts for the carrying out of all or
      any of the Services

5.    All rates taxes assessments duties charges impositions and outgoings
      which are now or during the Term shall be charged assessed or imposed
      on:-

      (1)   the whole of the Common Parts or any part of them

                                      49
<PAGE>


      (2)    any residential accommodation provided for caretakers and other
             staff employed in connection with the Building and any other
             premises provided as referred to in paragraph 3(4) of this Part
             of this schedule

     excluding any tax (other than VAT) payable by the Landlord as a direct
     result of any actual or implied dealing with the reversion of any Lease
     or of the Landlord's receipt of income

6.   The cost of the supply of water electricity gas oil and other fuel for
     the provision of the Services and the cost of any electricity generating
     transforming monitoring metering and distribution plant machinery and
     equipment in or servicing the Building

7.   The cost which the Landlord may be called upon pursuant to any Enactment
     to pay as a contribution towards the expense of making repairing
     maintaining rebuilding and cleansing any ways roads pavements or
     structures Service Media or anything which may belong to or be used for
     the Building or any part of it exclusively or in common with other
     neighbouring or adjoining premises

8.   The cost of taking all steps deemed desirable or expedient by the
     Landlord and/or the Management Company for complying with or making
     representations against or otherwise contesting the incidence of the
     provisions of any Enactment relating to or alleged to relate to the
     Building or any part or it for which any tenant is not directly and
     exclusively liable

9.   The cost to the Landlord and/or the Management Company of abating any
     nuisance in respect of the Building or any part of it insofar as the same
     is not the liability of any tenant

10.  Any interest and fees incurred in respect of money borrowed in unforeseen
     or emergency circumstances to finance the provision of the Services and
     the costs referred to in this Part of this schedule or any of them

11.  Any VAT (or any tax of a similar nature which may be substituted for or
     levied in addition to it) incurred by the Management Company on any other
     amount comprised in the Service Cost save to the extent that the
     Management Company obtains credit for such VAT incurred by the Management
     Company pursuant to sections 24 25 and 26 Value Added Tax Act 1994 or any
     regulations made thereunder

12.  A reasonable notional rent for any management accommodation provided
     within the Building to facilitate the provision of the Services

13.  All other reasonable actual costs properly incurred in connection with
     the provision of the Services

                                   SCHEDULE 7

                   (MATTERS TO WHICH THE DEMISE IS SUBJECT)

1.   The entries on the registers of Title Number NGL272172 as at the date
     hereof

2.   Agreement dated 24th November 1995 between The Prudential Assurance
     Company Limited (1) 99 Bishopsgate Limited (2) The Scottish Amicable Life
     Assurance Society (3)

                                      50
<PAGE>


                                  SCHEDULE 8

                         PROVISIONS FOR VAT INDEMNITY

                                    Part I
   
1.   Additional Definitions:

     "TAX CREDIT" means a credit in respect of, or repayment of, input VAT,
     arising by virtue of and determined in accordance with sections 24, 25
     and 26 Value Added Tax Act 1994 and regulation made thereunder

     "TENANT'S AUDITORS" means the auditors for the time being of the Tenant
     provided that they are one of the following firms of accountants -
     Deloitte Touche, Coopers and Lybrand, Ernst & Young, KPMG, Price
     Waterhouse or Arthur Andersen - or such other reputable firm or
     accountants as the Landlord has previously approved for the purpose of
     this schedule 8 (such approval not to be unreasonably withheld or
     delayed).

     "VAT ELECTION" means an election under paragraph 2 of Schedule 10 Value
     Added Tax Act 1994 made by the Landlord or any person of whom the
     Landlord is a "Relevant Associate" within the meaning of paragraph 3(7)
     of Schedule 10 or any other election or voluntary act by the Landlord or
     any person connected with the Landlord (as determined under the
     provisions of Section 839 of the Income and Corporation Taxes Act 1988)
     which results in VAT being payable on the rent first reserved by this
     lease

     "VAT YEAR" means a tax year for Value Added Tax purposes determined in
     accordance with Part XIV of the Value Added Tax Regulations 1995.

     "VAT YEAR CERTIFICATE" means the certificate to be provided by the Tenant
     following the end of the Tenant's VAT Year in the form set out in Part II
     of this Schedule.

2.   Payment of VAT - no VAT Election

     In the event that the rent first reserved (or any part thereof)
     constitutes consideration for a taxable supply for VAT purposes which
     would be a taxable supply whether or not a VAT Election has effect in
     respect of the Premises, the Tenant shall pay such VAT in addition to the
     rent first reserved without any adjustment of rent first reserved under
     this schedule.

3.   Adjustment of rent first reserved and pavment of VAT - VAT Election made

     If and for all periods where the rent first reserved (or any part
     thereof) constitutes consideration for a taxable supply for VAT purposes
     which would not be a taxable supply but for a VAT Election having effect
     in respect of the Premises, the rent first reserved shall be adjusted to
     such amount as when aggregated with that part of the VAT chargeable
     thereon in respect of which the Tenant does not obtain a Tax Credit,
     equals the rent first reserved which would have been paid had no VAT
     Election been made.

4.   Determination of adjustment of rent first reserved

4.1  At least 28 days prior to (a) 29th September 1998 and (b) every
     subsequent anniversary thereof the Tenant shall serve a VAT Year
     Certificate on the Landlord. Where the Tenant has served such VAT Year
     Certificate (or is deemed to have done so pursuant to paragraph 4.2 of
     this Part I below), the Tenant shall pay the amounts (including the VAT)
     stipulated (or deemed to be stipulated) in paragraph 3 of such VAT Year
     Certificate on

                                      51

<PAGE>


     the due date for payment of the next installment of the rent first
     reserved (and on the due date for subsequent instalments), subject
     however to paragraph 4.3 of this Part I below.

4.2  If the Tenant fails to serve a VAT Year Certificate at least 28 days
     prior to the due date for payment of the sum in respect of which
     paragraph 3 above will apply, the Tenant shall be deemed to have served a
     VAT Year Certificate specifying in paragraph 1 thereof the same estimated
     proportion as stated in the previous VAT Year Certificate served, or if
     no previous VAT Year Certificate has been served by the Tenant at any
     time prior to the due date for any VAT Year Certificate an estimated
     proportion of nil per cent. If the Tenant fails to serve a VAT Year
     Certificate on more than one consecutive occasion the Tenant shall be
     deemed, on the second failure and any subsequent failure, until service
     of the next VAT Year Certificate, to have served a VAT Year Certificate
     specifying in paragraph 1 thereof an estimated proportion of nil per
     cent.

4.3  The VAT Year Certificate shall be final and binding unless the Landlord
     notifies the Tenant within 30 days after the date on which a VAT Year
     Certificate has been served that it disputes the VAT Year Certificate on
     the grounds of manifest error. Unless such notification is given, no
     further adjustments (other than those covered by the VAT Year
     Certificate) shall be made in respect of any instalments of rent first
     reserved in the VAT Year covered by the aforementioned VAT Year
     Certificate. Whether or not the Landlord notifies the Tenant that it
     disputes any amount, the Tenant shall pay on the due date for payment of
     the next installment of rent first reserved immediately following the
     service of the VAT Year Certificate to which the dispute relates, the
     amount stipulated in paragraph 3 of the VAT Year Certificate.

4.4  If the Review Rent is not agreed or determined until after a relevant
     Review Date, the amount of any increase to be paid pursuant to paragraph
     2 of schedule 4 of this lease shall (if paragraph 3 above applies at that
     time) be adjusted on the basis of the last VAT Year Certificate. The
     adjustment amount shall be paid at the time when the amount of any
     unadjusted increase would have been due to be paid and the provisions of
     this schedule shall apply as if the amount of the increase were an amount
     to which paragraph 3 of Part I of this schedule 8 applied.

4.5  The Landlord may notify the Tenant in writing at any time within five
     days of the service of any VAT Year Certificate (or within five days of
     the last date on which the Tenant should have served a VAT Year
     Certificate and is therefore deemed to have served one) that it requires
     the Tenant to obtain a certificate from the Tenant's Auditors at the
     Tenant's cost (if adjustments are required following such process) or at
     the Landlord's cost (if no such adjustments are required) in the form set
     out in the VAT Year Certificate. The Tenant's Auditor's certificate shall
     be provided at least eight days prior to the date of payment of the rent
     first reserved to which such certificate relates, together with the
     Tenant's revised VAT Year Certificate (if required in order for the
     Tenant's Auditors to be able to provide a certificate). The Tenant shall
     pay in accordance with paragraph 4.1 above the amount stipulated in
     accordance with paragraph 3 of such VAT Year Certificate (as revised, if
     required) on the date for payment of the rent first reserved.

4.6  If adjustments are required pursuant to any VAT Year Certificate as a
     result of the proportion of VAT for which the Tenant has obtained or will
     obtain a Tax Credit differing from the proportion previously taken into
     account in calculation any payment, any such difference shall be taken
     into account (after having determined the amount of rent first reserved
     payable in respect of the next quarter in accordance with paragraph 3
     above) in calculating the next actual payment of rent first reserved
     (either by increase or

                                      52

<PAGE>


     decrease), the amount of which shall be set out in paragraph 3 of the VAT
     Year Certificate.

4.7  Interest shall be payable at three per cent below the Interest Rate by
     the Landlord and three per cent below the Interest Rate by the Tenant on
     the difference between the amount actually paid pursuant to the relevant
     VAT Year Certificate on the due date for payment of any sum to which
     paragraph 3 of Part I of this schedule 8 applies and the amount which
     should have been paid, from such due date until the date of payment of
     the adjusted amount pursuant to paragraph 4.3. Where the actual amount
     paid (the "Initial Payment") on the due date for payment of any sum was
     subsequently adjusted on payment of any later installment of the rent
     first reserved ("the Adjusted Payment") in accordance with paragraph 4.6
     of Part I of this Schedule 8 and paragraph 3(b) of the VAT Year
     Certificate, the interest shall be calculated on the basis of the
     difference between the Initial Payment and the amount which should have
     been paid pursuant to paragraph 4.1 until the date of the Adjustment
     Payment, and then on the difference between the Adjustment Payment and
     the amount which should have been paid until payment of that amount
     pursuant to paragraphs 4.3.

4.8  Following any assignment of the whole of the Premises, the provisions of
     this schedule 8 shall apply to any new Tenant as if it were the first
     Tenant, and a VAT Notice served by the new Tenant shall not take into
     account any adjustments made, or to be made, in respect of any previous
     Tenant.

5.   Miscellaneous

     The Tenant shall be at liberty to carry on the ordinary course of its
     trade as it wishes and shall not be precluded from proposing or accepting
     a method of attribution designed or maximise its Tax Credit and covenants
     not to enter any arrangement which has the specific purpose of increasing
     the amount by which the rent first reserved is decreased by virtue of
     this schedule 8..

                                      53
<PAGE>


                                    Part II
                                    -------

                             VAT YEAR CERTIFICATE
                             --------------------
                             



To:   The Landlord                                  From:        The Tenant

We refer to paragraph 4.3 of Part I of schedule 8 to the Lease dated [         ]
made between 99 Bishopsgate Limited (1) 99 Bishopsgate Management Limited (2)
Hammerson U.K. Properties plc (3) Donaldson Lufkin & Jenrette International
Limited (4) and Donaldson Lufkin & Jenrette Inc. (5) in respect of premises on
[ ] floor of the building known as 99 Bishopsgate London EC2 and pursuant to
that paragraph:

1.   Our VAT Year which included the following quarter days [     ], ended on 
     [     ], ended on [        ].

     (a)  The part of the VAT charged on the rent first reserved paid in the
          VAT Year for or in respect of which we estimate/have determined (in
          accordance, where relevant, with the return made, or to be made, for
          the prescribed accounting period next following the end of the VAT
          Year) we will be unable to obtain credit or repayment is a
          proportion of [ ] per cent of the total VAT charged.

     (b)  The following Table sets out the part of the VAT charged which was
          expected to be irrevocable during the VAT Year where it has been
          determined on the basis of paragraph 2(a) above that that differs
          from the amount of VAT for or in respect of which we actually
          obtained, or will be able to obtain, credit or repayment.

      Dates    Rent first reserved       Estimate    Adjustment   Determination
      -----    -------------------       --------    ----------   -------------
                                         *           **            ***


      *      estimate of proportion of VAT for or in respect of which we
             estimated we would be unable to obtain credit or repayment as set
             out initially in VAT Notice.
      **     adjusted estimate of proportion of VAT for or in respect of which
             we estimated we would be unable to obtain credit or repayment as
             set out in subsequent VAT Notice.
      ***    proportion of VAT for or in respect of which we have now
             estimated/determined we shall be unable to obtain credit or
             repayment, in accordance with Sections 24-26 of the Value Added
             Tax Act 1994 and the Value Added Tax Regulations 1995

3.   We request that adjustment is made to the next installment of rent first
     reserved so as to ensure that the amount of rent first reserved payable
     in the VAT Year to which this VAT Year Certificate relates is as provided
     in paragraph 3 of Part I of Schedule 8 to the Lease in accordance with
     the information given in paragraph 2 above

     and we calculate that the next installment of rent first reserved as so
     adjusted shall be pounds sterling [             ] exclusive of VAT and
     the VAT thereon shall be pounds sterling [             ], and that the
     interest payable by the Tenant to the Landlord/Landlord to the Tenant, 
     in accordance with paragraph 4.7 of Part I schedule 8 to the Lease shall
     be pounds sterling [                 ].

4.   We hereby declare that:

                                      54
<PAGE>


     (a)  we have complied with the covenant imposed upon us by paragraph 6.2
          of Part I of schedule 8 to the Lease;

     (b)  the information contained in this VAT Notice is to the best of our
          knowledge, information and belief complete and accurate;

     (c)  we have made all due returns to the Commissioners of Customs and
          Excise and such returns are complete and accurate in all material
          respects and have been made within the time limits provided by
          statute.


Signed by

an authorised signatory on behalf of the Tenant

The above declaration are, to the best of our knowledge and belief after due
and careful enquiry, true, accurate and complete.

Signed by


Tenant's Auditors

                                      55
<PAGE>


    THE COMMON SEAL of 99 BISHOPSGATE    )
    LIMITED was hereunto affixed in the presence of:- )





              [SEAL HERE]                                Director /s/


                                                         Secretary /s/



    THE COMMON SEAL of 99 BISHOPSGATE             )
    MANAGEMENT LIMITED was hereunto               )
    affixed in the presence of:-                  )







              [SEAL HERE]                                Director /s/


                                                         Secretary /s/





    THE COMMON SEAL of HAMMERSON U.K.             )
    PROPERTIES plc was hereunto affixed in the    )
    presence of:-                                 )









              [SEAL HERE]                                Director /s/


                                                         Secretary /s/



                                      56
<PAGE>

DATED                       24th  OCTOBER                             1996
------------------------------------------------------------------------------


                            99 BISHOPSGATE LIMITED

                                      and


                       99 BISHOPSGATE MANAGEMENT LIMITED

                                      and


                         HAMMERSON U.K. PROPERTIES plc

                                      and

                         DONALDSON, LUFKIN & JENRETTE

                             INTERNATIONAL LIMITED

                                      and

                      DONALDSON, LUFKIN & JENRETTE, INC.



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

                                  UNDERLEASE
                                      of
                 Twenty-fifth Floor 99 Bishopsgate London EC2


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







                       


                                        Herbert Smith                        
                                        Exchange House
                                        Primrose Street
                                        London EC2A 2HS
                                        Tel: 0171-374 8000
                                        Fax: 0171-496 0043
                                        Ref: 129/P17/30433514
                                        
             
<PAGE>


                               TABLE OF CONTENTS


CLAUSE        HEADING                                                   PAGE

1.            Definitions

              Building
              Common Parts
              Development
              Electricity Cost
              Enactment
              Head Lease/Superior Lease
              Insurance Cost
              Insurance Rent
              Insured Risks
              Interest Rate
              Lettable Unit
              Net Internal Area
              Normal Business Hours
              Permitted Part
              Permitted Use
              Planning Law
              Plans
              Premises
              Public Authority


              Services
              Service Media


              Tenant
              Term
              VAT

2.            Interpretation
3.            Demise and Rents
4.            Tenant's Covenants

      (1)     Rent
      (2)     VAT
      (3)     Outgoings
      (4)     Compliance with Enactments
      (5)     Notices
      (6)     Repair
      (7)     Decoration and general condition and servicing
      (8)     Refuse
      (9)     To permit entry
      (10)    Compliance with notices relating to repair or condition
      (11)    Encroachments
      (12)    Alterations and reinstatement
      (13)    Use
      (14)    Signs


<PAGE>


CLAUSE        HEADING                                                    PAGE

      (15)    Alienation
      (16)    Registration
      (17)    Payment of cost of notices consents etc.
      (18)    Machinery
      (19)    Obstruction/overloading
      (20)    Parking/goods delivery
      (21)    Planning Law and compensation
      (22)    Indemnity
      (23)    Defective Premises
      (24)    Insurance and fire fighting equipment
      (25)    Dangerous and contaminative materials
      (26)    Yield up
      (27)    Regulations and covenants
      (28)    Security and access
      (29)    Head Lease
      (30)    Service Charge

5.            Landlord's Covenants

      (1)     Quiet Enjoyment
      (2)     Insurance
      (3)     Head Lease
      (4)     Electricity Provision
      (5)     Management Company access
      (6)     VAT indemnity

6.           Provision of Services

7.           Provisos

      (1)     Forfeiture and re-entry
      (2)     Letting Scheme use and easements
      (3)     Common Parts and Service Media
      (4)     Service of notices
      (5)     Rent cesser
      (6)     Landlord's liability
      (7)     Arbitration fees
      (8)     Rent review memorandum
      (9)     No warranty as to use
      (10)    Disputes
      (11)    Compensation
      (12)    Rateable value appeals
      (13)    No warranty as to security
      (14)    Jurisdiction
      (15)    Overriding lease
      (16)
8.            Landlord's Guarantor

9.            Tenant's option to determine


<PAGE>


CLAUSE        HEADING                                                  PAGE

10.           Guarantee and Guarantor's Indemnity

11.           Stamp Duty Certificate

Schedule 1    Premises
Schedule 2    Easements and rights granted
Schedule 3    Exceptions and reservations
Schedule 4    The first reserved rent and the review thereof
Schedule 5    Service Charge
Schedule 6    Services
Schedule 7    Deeds and documents to which the demise is subject


<PAGE>


                               LEASE PARTICULARS
-----------------------------------------------------------------------------

1.    DATE                24th OCTOBER 1998     

      THIS LEASE IS AND IS INTENDED TO BE DELIVERED ON THE DATE FIRST
      ABOVE WRITTEN
-----------------------------------------------------------------------------

2.    PARTIES

(a)   LANDLORD                 :    99 Bishopsgate Limited


(b)   TENANT                   :    Donaldson, Lufkin & Jenrette International
                                     Limited


(c)   MANAGEMENT COMPANY       :    99 Bishopsgate Management Limited

(d)   LANDLORD'S GUARANTOR     :    Hammerson U.K. Properties plc

(e)   TENANT'S GUARANTOR       :    Donaldson, Lufkin & Jenrette, Inc.

-----------------------------------------------------------------------------
3.    DEMISED PREMISES         :    ALL THOSE premises on the 25th floor
                                    of the Building shown for identification
                                    only edged red on Plan 1.

-----------------------------------------------------------------------------
4.    BUILDING                 :    99 Bishopsgate London EC2
-----------------------------------------------------------------------------

5.    CONTRACTUAL TERM AND     :    Commencing on the date hereof and
      TERM COMMENCEMENT             expiring on 23rd October 2011
      AND EXPIRY DATES
-----------------------------------------------------------------------------

6.    INITIAL RENT             :    (pounds sterling) 456,322.50
-----------------------------------------------------------------------------

7.    RENT COMMENCEMENT DATE:       25th March 1998
-----------------------------------------------------------------------------

8.    TENANT'S BREAK RIGHT     :    24th October 2008

-----------------------------------------------------------------------------
9.    CAPITAL SUM              :    (pounds sterling) 228,161.25 inclusive of
                                    VAT


<PAGE>


THIS UNDERLEASE made the 24th day of OCTOBER   One thousand nine hundred and
ninety six

BETWEEN:-

(1)  99 BISHOPSGATE LIMITED whose registered office is at Lo Lam House Kumul
     Highway Port Vila Vanuatu (Co. Regn. No. 10469) (registered under Section
     21 A to the Companies Act 1985 under company number FC018588 and branch
     number (BR002962) whose principal place of business is at 100 Park Lane
     London W1Y 4AR(the "LANDLORD")

(2)  99 BISHOPSGATE MANAGEMENT LIMITED whose registered office is at Park Lane
     London W1Y 4AR (Co. Regn. No. 3071752) (the "MANAGEMENT COMPANY")

(3)  HAMMERSON U.K. PROPERTIES plc whose registered office is at 100 Park Lane
     London W1Y 4AR (Co. Regn. No.298351) (the "LANDLORD'S GUARANTOR")

(4)  DONALDSON, LUFKIN & JENRETTE INTERNATIONAL LIMITED registered office is
     at Moorgate Hall 155 Moorgate London EC2M 6XB (Co. Regn. No. 2475089) (the
     "TENANT") and

(5)  DONALDSON, LUFKIN & JENRETTE, INC. a corporation incorporated in the
     State of Delaware United States of America whose address for the purposes
     of this lease is 277 Park Avenue New York New York 10172 (the "GUARANTOR")

WITNESSETH as follows:-

1.    DEFINITIONS                                         

      In this lease the following expressions have the respective specified
      meanings (subject to any particular interpretation required by
      clause 2):-

      (1)     "ACTS OF TERRORISM" means any act or omission of any person
              acting on behalf of or in connection with any organisation (or
              on his own behalf) which carries out activities directed towards
              overthrowing or influencing by force or violence Her Majesty's
              Government in the United Kingdom or any other government de jure
              or de facto

      (2)     "AGREEMENT FOR INITIAL ALTERATIONS" means the agreement of even
              date herewith and made between the Landlord and the Tenant
              governing the initial fitting out of the Premises

      (3)     "BUILDING" means the land (of which the Premises form part)
              having a frontage to the west side of Bishopsgate and a return
              frontage to the south side of Wormwood Street and all buildings
              fixtures and other structures whatsoever from time to time
              thereon and the appurtenances thereof which land (together with
              the building now erected thereon) is known as 99 Bishopsgate
              London EC2 and is for the purpose of identification shown verged
              by a blue line on the Building Plan together with any adjoining
              areas designated by the Landlord or the Management Company

      (4)     "COMMON PARTS" means all parts of the Building which are from
              time to time intended for the common use and enjoyment of the
              tenants and occupiers of the Building and persons claiming
              through or under them (whether or not other

                                       1

<PAGE>


      parties are also entitled to use and enjoy the same) and reasonably
      designated as such by the Landlord and including without prejudice to
      the generality of the foregoing the pedestrian ways circulation areas
      lobby entrance halls lifts lift shafts fire escapes landings staircases
      passages forecourts car park landscaped areas plant rooms management
      suites and any other areas which are from time to time during the Term
      reasonably provided by the Landlord for common use by or benefit of the
      tenants and occupiers of the Building But excluding (for the avoidance
      of doubt) any premises intended to be let to any party or for occupation
      by the Landlord or the Management Company other than for the provision
      of the Services

(5)   "DEVELOPMENT" has the meaning ascribed to that expression by Planning Law

(6)   "ELECTRICITY COST" means the actual cost to the Landlord of the
      provision of electricity to the Premises for consumption by the Tenant
      in accordance with its covenant contained at clause 5(4) being a fair
      and reasonable proportion as determined by the Landlord of the total
      cost of the provision of electricity to the Building as a whole
      (including the provision of any security for the supply of electricity
      to the Building which may from time to time be required by the relevant
      undertaker responsible for the supply of electricity chosen by the
      Landlord) which proportion shall so far as practicable (save where the
      same are not in working order) be calculated using readings taken in
      such manner and at such times as the Landlord shall from time to time
      determine of the check meters relating to the Premises from time to time
      installed but otherwise shall be determined in such manner as the
      Landlord shall in its discretion consider to be fair and reasonable in
      all the circumstances

(7)   "ENACTMENT" means every Act of Parliament directive and regulation now
      or hereafter to be enacted or made and all subordinate legislation
      whatsoever deriving validity therefrom

(8)   "HEAD LEASE" means the lease under which the Landlord holds the Premises
      dated 29th September 1975 made between The Prudential Assurance Company
      Limited (1) and Bishopsgate Developments Limited (2) and "Superior
      Landlord" means the person for the time being entitled to the reversion
      immediately expectant on the term granted by the Head Lease and every
      other person having an interest in reversion to that term

(9)   "GROUP COMPANY" means a company which is either the holding company of
      the Tenant or a wholly owned subsidiary of the Tenant or the Tenant's
      holding company (as both expressions are defined in Section 736
      Companies Act 1985)

(10)  "INSURANCE COST" means in respect of any period for which the same is
      required by the Landlord to be calculated the aggregate of the amount
      which the Landlord may reasonably expend:-

      (a)     in effecting and maintaining insurance against the occurrence of
              the Insured Risks in relation to the Building in such sum as
              represents its then full current replacement cost with such
              allowance as the Landlord from time to time considers
              appropriate in respect of related liabilities and expenses
              (including without limitation liability to pay any fees or
              charges on the submission of an application for planning
              permission and costs which might be incurred in complying with
              any Enactment in carrying out

                                      2

<PAGE>


             any replacement work and sums in respect of architects'
             engineers' and quantity surveyors' and other professional fees
             and incidental expenses incurred in relation to any works of
             debris removal and of replacement and all VAT) and

      (b)    in effecting and maintaining any insurance relating to the
             property owners' liability and the employer's liability of the
             Landlord in relation to the Building and anything done therein
             and

      (c)    in professional fees relating to insurance including fees for
             insurance valuations carried out at reasonable intervals by an
             independent insurance valuer (but no more than once in any year)
             and all reasonable fees and expenses payable to advisers in
             connection with effecting and maintaining insurance policies and
             claims and

      (d)    equivalent to the total of all reasonable excess sums (being for
             the avoidance of doubt the first part of any insurance claim)
             which the insurers are not liable to pay out on any insurance
             claim in respect of the Building and which the Landlord or the
             Management Company may have expended in replacing the damaged or
             destroyed parts of the Building

(11) "INSURANCE RENT" means in respect of any period for which the same is
     required by the Landlord to be calculated the aggregate of:-

      (a)    a fair and reasonable proportion attributable to the Premises of 
             the Insurance Cost for the relevant period

      (b)    the reasonable amount which the Landlord may expend in effecting
             and maintaining insurance against up to six years' loss of the
             rents first and secondly hereinafter reserved and Service Charge
             having regard to potential increases of rent in accordance with
             schedule 4 and with any addition to the amount insured as the
             Landlord may decide in respect of VAT and

      (c)    (without prejudice to all other provisions of this lease relating
             to the use of the Premises and the vitiation of any policy of
             insurance) any reasonable amount which the Landlord may expend in
             paying all additional premiums and loadings on any policy or
             policies of insurance required to be paid as a result of anything
             done or omitted (in breach of the terms of this lease) by the
             Tenant and

      (d)    any tax charged on any premium for any such insurance

(12)  "INSURED RISKS" means loss damage or destruction whether total or
      partial caused by Acts of Terrorism fire lightning explosion riot civil
      commotion strikes labour and political disturbances and malicious damage
      aircraft and aerial devices (other than hostile aircraft and devices)
      and articles accidentally dropped from them storm tempest flood bursting
      or overflowing of water tanks and pipes impact earthquake and accidental
      damage to underground water oil and gas pipes or electricity wires and
      cables subsidence ground slip and heave and such other usual commercial
      risks or perils against the occurrence of which the Landlord may from
      time to time in its reasonable discretion deem it desirable to insure
      subject to such exclusions and limitations as are from time to time
      commonly

                                      3

<PAGE>


      imposed by insurers and subject also to the exclusion of such of the
      risks specifically hereinbefore mentioned as the Landlord may in its
      reasonable discretion decide where insurance cover in respect of the
      risk in question is not for the time being available in the London
      insurance market on reasonable terms

(13)  "INTEREST RATE" means a yearly rate three per cent above either the base
      rate of Barclays Bank plc or such other bank (being for the time being
      generally recognised as a clearing bank in the London market) as the
      Landlord may from time to time use for general banking purposes or if
      the base rate cannot be ascertained then above such other rate as the
      Landlord may reasonably specify (and so that whenever there is reference
      in this lease to the payment of interest at the Interest Rate such
      interest shall be calculated on a daily basis and compounded with
      quarterly rests on the usual quarter days)

(14)  "LANDLORD'S SERVICES EQUIPMENT" means all the plant machinery and
      equipment (with associated Service Media) within or serving the Building
      from time to time (whether or not within the Premises or other premises
      let or intended to be let by the Landlord) comprising or used in
      connection with the following systems (to the extent specified in the
      following paragraphs of this definition):-

      (i)    the whole of the sprinkler system within the Building (including
             sprinkler heads)

      (ii)   the whole of the fire detection and fire alarm systems

      (iii)  the whole of the permanent fire fighting systems (but excluding
             portable fire extinguishers installed by the Tenant or other
             tenants of the Building)

      (iv)   the whole of the chilled water system

      (v)    the whole of the building management system (including the building
             security system) installed by the Landlord

      (vi)   the central electrical supply system from the mains supply into
             the Building so far as (and including) the electrical riser
             busbars connecting to the distribution boards at each level in
             the Building which is let or intended to be let by the Landlord

      (vii)  the whole of the air handling system and the electricity supply 
             and control systems for the same

      (viii) the standby generators and associated cabling wiring and duct work

      but excluding in each case any "stand alone" systems installed by the 
      Tenant or any other tenant or occupier of the Building

(15)  "LETTABLE UNIT" means any unit of accommodation forming part of the
      Building which is intended by the Landlord at any material time to be
      for separate occupation

(16)  "NET INTERNAL AREA" has the meaning ascribed to that expression by the
      Code of Measuring Practice - Fourth Edition (RICS/ISVA 1993) (or if
      there shall be no such edition or no such expression for the time being
      the nearest equivalent thereto)

                                      4
<PAGE>








                                  [GRAPHIC]
<PAGE>











                                   [GRAPHIC]








                                       
                            99 Bishopsgate, London, EC2

                                                                      North

                                  BUILDING PLAN
 

<PAGE>


(17)  "NORMAL BUSINESS HOURS" means 7.30 a.m. to 7.30 p.m. on Mondays to
      Fridays inclusive (except bank holidays) subject to expansion of such
      hours at the reasonable discretion of the Landlord provided that such
      hours will automatically expand if any other tenant in the Building is
      granted the benefit of any expanded hours

(18)  "OUTSIDE NORMAL BUSINESS HOURS CHARGE" means the whole of the actual
      cost to the Management Company of carrying out or providing any of the
      Services at the request of the Tenant outside Normal Business Hours
      other than any services which are stated to be provided 24 hours a day
      (including without prejudice to the generality of the foregoing costs
      and expenses in the nature of those set out in Part II of schedule 6) or
      in the event of any of the Services being carried out or provided
      outside Normal Business Hours to the Tenant and any other tenant or
      tenants of the Building a fair proportion thereof (on a fair and
      reasonable basis between the Tenant and any other tenant or occupier
      making use of such Services) as reasonably determined by the Landlord.
      PROVIDED THAT during the first year of the Term the cost of providing
      air conditioning outside Normal Business Hours shall not exceed
      (pounds sterling) 88 per hour (in respect of the Premises being the only
      user of air conditioning at the relevant time) or (pounds sterling) 48 per
      hour per floor on the basis that any five of floors 18, 20 and 22 to 26 of
      the Building are simultaneously using such air conditioning over the whole
      of such floors

(19)  "PERMITTED PART" means any part or parts of the Premises capable of
      separate occupation

(20)  "PERMITTED USE" means use as high class offices for any purpose within
      Class B1(a) (but not for any other purpose within that Use Class) of the
      schedule to the Town and Country Planning (Use Classes) Order 1987 and
      for the avoidance of doubt use of the Premises for data processing
      investor services business trading operators and investment banking
      complies with this provision

(21)  "PLANNING LAW" means every Enactment for the time being in force
      relating to the use development and occupation of land and buildings and
      every planning permission statutory consent and agreement made under any
      Enactment relating to the Building

(22)  "PLANS" means the plans annexed hereto and "Building Plan" means that one
      of them so marked

(23)  "PREMISES" means the premises described in schedule 1 and all permitted
      additions alterations and improvements made to them

(24)  "PUBLIC AUTHORITY" means any Secretary of State and any government
      department public local regulatory fire or any other authority or
      institution having functions which extend to the Premises or their use
      and occupation and any court of law and the companies or authorities
      responsible for the supply of water gas and electricity or any of them
      and any of their duly authorised officers

(25)  "REINSTATEMENT SPECIFICATION" means the specification annexed hereto or
      in the event that materials listed in the specification are not
      available from time to time or appropriate for use (in the Landlord's
      reasonable opinion) then reference to such materials will be substituted
      by reference to materials of not materially less quality which perform a
      similar function PROVIDED THAT save to the extent
 

                                     5


<PAGE>


             that items of plant and equipment have been altered during the
             Term the Tenant shall not be required to replace existing items
             of plant and equipment for new items subject to the existing
             items being in good working order

      (25)   "REVIEW DATE" means each of:-

            (a)    the 24th October in the years Two thousand and one and every
                   fifth anniversary of that date during the Term (and the 
                   last day of the Term)      

            (b)    any date stipulated by virtue of paragraph 5 of schedule 4

      (26)   "SERVICES" means the services and other matters specified in 
             clause 6 and Part I of schedule 6

      (27)   "SERVICE MEDIA" means those parts of the Building comprising gas
             water drainage electricity telephone telex signal and
             telecommunications heating cooling ventilation air conditioning
             fire alarm and other pipes drains sewers mains cables wires
             supply lines ducts conduits flues and all other common conducting
             media plant appliances and apparatus for the provision supply
             control and monitoring of services to or from the Building and
             other common equipment

      (28)   "TERM" means a term of years commencing on the date hereof and
             expiring on 23rd October 2011 and includes any period of holding
             over or extension whether by any Enactment or common law

      (29)   "TERMINATION NOTICE" means not less than 12 months and 1 day's
             prior written notice unless either:

             (a)    any Enactment or decision not capable of appeal on a point
                    of law confirming that the Tenant is not entitled to a new
                    tenancy on the expiration of such notice is in force or
                    upheld as at 22nd October (in which case not less than
                    6 months prior written notice need be given); or

             (b)    any other tenant enters into a lease prior to September
                    1998 of premises comprising at least a floor of the
                    building within the security of tenure protections of the
                    Landlord and Tenant Act 1954 for a term of not less than
                    10 years (without break rights) and is granted right to
                    determine such lease on less than such 12 months' and 1
                    day's prior written notice (in which case the notice
                    period hereunder shall be reduced to such notice period as
                    is granted to such tenant in such circumstances)

      (30)   "VAT" means Value Added Tax as referred to in the Value Added Tax
             Act 1994 (or any tax of a similar nature which may be substituted
             for or levied instead of it by statutes)

2.    INTERPRETATION

      (1)    Words importing the singular include the plural and vice versa
             and words importing one gender include both other genders

      (2)    The expressions "Landlord" "Tenant" "Management Company" and
             "Guarantor" wherever the context so admits include their
             respective successors in title and

                                      6

<PAGE>


      where a party comprises more than one person covenants and obligations
      of that party take effect as joint and several covenants and obligations

(3)   A covenant by the Tenant not to do (or omit) any act or thing also
      operates as a covenant to use reasonable endeavours not to permit or
      suffer it to be done (or omitted) and to prevent (or as the case may be
      to require) it being done

(4)   References in this lease to:-

     (a)  any clause sub-clause schedule or paragraph is a reference to the
          relevant clause sub-clause schedule or paragraph of this lease and
          clause and schedule headings shall not affect the construction of
          this lease

     (b)  any right of (or covenant to permit) the Landlord or the Management
          Company to enter the Premises shall also be construed (subject
          always to the proviso to clause 4(9)) as entitling the Landlord to
          remain on the Premises with or without equipment and permitting such
          right to be exercised by all persons authorised by the Landlord for
          as short a period as reasonably practicable and making good all
          damage caused and causing as little inconvenience as reasonably
          possible save where the right of entry is exercised to remedy any
          breach hereunder where the Landlord only undertakes to make good
          damage caused

     (c)  any consent licence or approval of the Landlord or words to similar
          effect mean a consent licence or other approval in writing signed by
          or on behalf of the Landlord and given before the act requiring
          consent licence or approval

     (d)  the Premises (except in clause 4(15)) shall be construed as
          extending where the context permits to any part of the Premises

     (e)  a specific Enactment includes every statutory modification
          consolidation and re-enactment and statutory extension of it for the
          time being in force except in relation to the Town and Country
          Planning (Use Classes) Order 1987 which shall be interpreted
          exclusively by reference to the original provisions of Statutory
          Instrument 1987 No 764 whether or not the same may at any time have
          been revoked or modified

     (f)  the last year of the Term includes the final year of the Term if
          it shall determine otherwise than by effluxion of time and
          references to the expiry of the Term include such other
          determination

(5)  (a)  Where the context permits rents or other sums being due from
          the Tenant to the Landlord or the Management Company mean that
          they are exclusive of any VAT

     (b)  whenever the consent licence or approval of the Landlord is
          required under this lease the relevant provision shall be
          construed as also requiring (and any consent licence or approval
          given by the Landlord shall be deemed subject to the need for)
          the consent licence or approval of the Superior Landlord (for
          which the Landlord shall apply at the Tenant's reasonable cost)
          where the same is required under the Head Lease except that
          nothing in this lease or in any consent licence or approval by
          the

                                      7

<PAGE>


          Landlord shall imply that the Superior Landlord's consent licence or
          approval will not be unreasonably withheld or delayed

     (c)  references to any right of (or covenant to permit) the Landlord to
          enter the Premises shall extend to the Superior Landlord and
          to all persons authorised by it and shall be construed in the manner
          required by clause 2(4)(b) but in relation to the Superior Landlord
          and those with its authority

     (d)  the rights excepted and reserved in schedule 3 are also excepted and
          reserved for the benefit of the Superior Landlord

3.    DEMISE AND RENTS

      The Landlord at the request of the Guarantor and in consideration of the
      payment by the Landlord to the Tenant of the sum of Two hundred and
      twenty eight thousand one hundred and sixty one pounds and 25 pence
      ((pounds sterling)228,161.25) paid on the date hereof (receipt of which is
      acknowledged by the Tenant) DEMISES unto the Tenant ALL THAT the
      Premises TOGETHER WITH the easements and rights specified in schedule 2
      exercisable in common with the Landlord and all others with its
      authority or otherwise from time to time entitled thereto EXCEPT and
      RESERVED unto the Landlord and all other persons authorised by it from
      time to time during the Term or otherwise from time to time entitled
      thereto (including the Management Company in relation to the provision
      of the Services) the easements and rights specified in schedule 3

      TO HOLD the Premises unto the Tenant (together with and except and
      reserved as aforesaid) for the Term SUBJECT to all rights easements
      covenants stipulations and other matters affecting the same and SUBJECT
      to the provisions of the deeds and documents mentioned in schedule 7

      YIELDING AND PAYING therefor:

      FIRST yearly and proportionately for any part of a year until 24th March
      1998 a peppercorn (if demanded) and thereafter until the first Review
      Date (and thereafter as determined pursuant to schedule 4) the yearly
      rent of Four hundred and fifty six thousand three hundred and twenty two
      pounds and fifty pence ((pounds sterling)456,322.50) exclusive of VAT
      (subject to clause 5(6)) payable by equal quarterly payments to be made
      in advance on the usual quarter days in every year the first such payment
      to be made on 25th March 1998

      SECONDLY as additional rent from time to time the Insurance Rent payable
      on demand

      THIRDLY as additional rent on demand (in addition and without prejudice
      to the Landlord's right of re-entry and any other right) interest at the
      Interest Rate on any sum owed by the Tenant to the Landlord whether as
      rent or otherwise which is not:-

      (a)    received in cleared funds by the Landlord within 10 days
             following the due date (or in the case of money due only on
             demand within fourteen days after the date of demand) calculated
             for the period commencing on the due date for payment and ending
             on the date the sum and the interest is received in cleared funds
             by the Landlord

      (b)    demanded (or if tendered is for the time being refused) by the
             Landlord in circumstances where it is prudent for it not to demand
             or accept any payment

                                      8
     <PAGE>


          having regard to a breach of any of the Tenant's obligations under
          this lease of which the Tenant has received notice calculated for
          the period commencing on the due date for payment and ending on the
          date the sum (and the interest) is subsequently received by the
          Landlord

      FOURTHLY as additional rent all VAT for which the Landlord is or may
      become liable to account to H.M. Customs & Excise (or other relevant
      body to whom account has for the time being to be made) on the supply by
      the Landlord to the Tenant under or in connection with the provisions of
      this lease or the interest created by it and of any other supplies
      whether of goods or services such rent fourthly reserved to be due for
      payment contemporaneously with the other rents or sums to which it
      relates

      AND FIFTHLY a rent equal to the Electricity Cost such rent to be payable
      on demand (either annually or by instalments) as the Landlord shall
      determine

4.    TENANT'S COVENANTS

      The Tenant covenants with the Landlord (and in respect of sub-clause 
      4(30) also with the Management Company) throughout the Term subject 
      to clause 4(15):
     
      RENT

      (1)    To pay the rents reserved by this lease on the days and in the
             manner set out in clause 3 without deduction or set off and
             (unless for the time being the Landlord shall have required in
             writing to the contrary) to pay the rent first reserved (together
             with any sum in respect of the rent fourthly reserved as may be
             applicable thereto) by banker's standing order to such bank as
             the Landlord may from time to time nominate

      VAT

      (2)    Subject to clause 5(6) wherever the Tenant is required to pay any
             amount to the Landlord hereunder by way of reimbursement or
             indemnity to pay on the production of a valid VAT invoice to the
             Landlord (as applicable) in addition an amount equivalent to any
             VAT incurred by the Landlord save to the extent that the Landlord
             obtains credit for such VAT incurred by the Landlord pursuant to
             sections 24 25 and 26 Value Added Tax Act 1994 or any regulations
             made thereunder

      OUTGOINGS

      (3)    To pay all rates taxes charges and other outgoings whatsoever now
             or hereafter assessed charged or imposed upon the Premises or
             upon their owner or occupier (and a proper proportion determined
             by the Landlord attributable to the Premises of any rates taxes
             charges and other outgoings now or hereafter assessed charged or
             imposed upon the Premises in common with other premises or upon
             the owners or occupiers thereof) and (to the extent the Tenant
             does not pay it directly to the relevant supplier) the total cost
             (including meter rents) of all water (including chilled water)
             electricity and gas separately metered and/or exclusively
             supplied to the Premises during the Term as reasonably determined
             by the Landlord excluding (without prejudice to the rent fourthly
             reserved and clause 4(2)) any tax payable by the Landlord as a
             direct result of any actual or implied dealing with the reversion
             of this lease or of the Landlord's receipt of income


                                      9
<PAGE>


COMPLIANCE WITH ENACTMENTS

(4)   To comply with the requirements of all Enactments and of every Public
      Authority (including the due and proper execution of any works) in
      respect of the Premises their use occupation employment of personnel in
      them and any work being carried out to them (whether the requirements
      are imposed upon the owner lessee or occupier) and not to do or omit
      anything by which the Landlord may become liable to make any payment or
      do anything under any Enactment or requirement of a Public Authority

NOTICES

(5)   As soon as reasonably practicable and in any event within 5 working days
      of receipt of the same to give to the Landlord notice of (and a
      certified copy of) any notice permission direction requisition order or
      proposal made by any Public Authority and without delay to comply in all
      respects at the Tenant's cost with the provisions thereof save that the
      Tenant shall if so required by and at the cost of the Landlord make or
      join in making such objections or representations in respect of any of
      them as the Landlord may reasonably require

REPAIR

(6)   To put and keep the Premises (and any works or installations made
      pursuant to paragraphs 4 and 5 of Schedule 2) in good and substantial
      repair and condition (damage by any of the Insured Risks excepted to the
      extent that the insurance money shall not have been rendered
      irrecoverable subject to clause 5(2)(b) or insufficient because of some
      act or default of the Tenant or of any person deriving title under or
      through it or their respective servants or agents or invitees) and to
      replace whenever necessary during the Term and on expiry of the Term the
      landlord's fixtures and fittings (including any fitted carpets) in the
      Premises which may have become beyond economic repair with items of the
      same type and quality

DECORATION AND GENERAL CONDITION AND SERVICING

(7)   (a) To keep the Premises maintained to a high standard of decorative
          order and finish and properly cleansed and tidy and (without
          prejudice to the foregoing) as often as the same shall be necessary
          (and not less frequently than once in every fifth year of the Term
          but not more than once in any 18 month period) and also in the last
          year of the Term to clean paint polish or otherwise treat as the
          case may be all inside surfaces of wood and metal work of the
          Premises usually or requiring to be painted polished or otherwise
          treated with two coats at least of high quality paint or polish
          vinyl wall coverings (where applicable) or other appropriate
          materials in a good and workmanlike manner (and during the last year
          of the Term in the colour scheme specified and otherwise in
          accordance with the Reinstatement Specification) PROVIDED ALWAYS
          THAT the Tenant shall not be obliged to carry out any such
          decorative treatment if the need for it is caused by damage by any
          of the Insured Risks to the extent (subject to clause 5(2)(b)) that
          the insurance money shall not have been rendered irrecoverable or
          insufficient because of some act or default of the Tenant or of any
          person deriving title under or through it or their respective
          servants agents or invitees

                                      10
<PAGE>


     (b)  To clean the inside of all external window glazing in the Premises
          at least once in every month using reputable contractors

     (c)  To enter into and maintain contracts for the regular inspection
          maintenance and servicing of all fixed plant and equipment comprised
          in the Premises which has or is likely to have any impact on the
          Landlord's Services Equipment by reputable contractors approved by
          the Landlord (such approval not to be unreasonably withheld) and to
          obtain satisfactory test certificates as may be reasonably required
          by the insurers and whenever reasonably required to produce copies
          of such contracts and certificates

REFUSE

(8)   Not to deposit any refuse on any of the Common Parts except in areas
      designated for such purpose from time to time by the Landlord and to
      comply with all requirements of any Public Authority and any reasonable
      regulations made by the Landlord pursuant to clause 4(27) in relation to
      control over and disposal of rubbish

TO PERMIT ENTRY

(9)   To permit the Landlord (and persons authorised by the Landlord) at
      reasonable times in compliance with the Tenant's reasonable security
      requirements on reasonable prior written notice (except in an emergency)
      to enter the Premises in order to:-

     (a)  examine their state of repair

     (b)  ascertain that the covenants and conditions of this lease have been
          observed

     (c)  take any measurement or valuation of the Premises

     (d)  rebuild renew cleanse alter test maintain repair inspect and make
          connections to any part of the Building including the Service Media
          (PROVIDED that the Landlord will procure that such entry takes place
          outside Normal Business Hours where practicable)

     (e)  during the last six months of the Term (or at any time in the case
          of a disposal of the Landlord's interest) to show the Premises to
          prospective purchasers or tenants and their agents

     (f)  exercise the rights described in schedule 3

COMPLIANCE WITH NOTICES RELATING TO REPAIR OR CONDITION

(10) (a)  To comply with any notice requiring the Tenant to remedy any
          breach of its covenants

     (b)  If the Tenant shall not within a reasonable time comply with any
          such notice to permit the Landlord and any authorised person to
          enter the Premises to remedy the breach as the Tenant's agent and at
          the Tenant's proper cost the Landlord making good any damage caused
  
                                    11

<PAGE>


     (c)  To pay to the Landlord on demand all the proper costs and expenses
          incurred by the Landlord under the provisions of this sub-clause

ENCROACHMENTS

(11) (a)  To preserve all rights of light and other easements belonging to
          the Premises and not knowingly to give any acknowledgment that they
          are enjoyed by consent

     (b)  Not knowingly to do or omit anything which might subject the
          Premises to the creation of any new easement and to give notice to
          the Landlord forthwith of any encroachment which might have that
          effect

ALTERATIONS AND REINSTATEMENT

(12) (a)  Not to carry out any Development of or on the Premises nor
          (without prejudice to the exclusion of structural parts from the
          demise of the Premises) any works affecting any structural parts of
          the Building and not to commit any waste

     (b)  Without prejudice to any other rights of the Landlord in respect of
          areas not included in the Premises not to install or erect any
          exterior lighting shade or awning or place any structure or other
          thing outside the Premises

     (c)  Without prejudice to paragraphs (a) and (b) of this sub-clause and
          subject to the provisos to this paragraph (c) not to make any other
          alteration or addition to the Premises (including all electrical and
          other plant and equipment and the installation and removal of
          demountable partitioning) except:-

         (i)   in accordance with plans and specifications (adequately
               describing the work in question and the manner in which the
               work will be carried out) previously submitted at the Tenant's
               expense in triplicate to and approved by the Landlord (such
               approval not to be unreasonably withheld or delayed PROVIDED
               THAT the Landlord shall respond to the Tenant's submission
               within 10 working days in the case of minor alterations
               (excluding any alterations which affect any of the Landlord's
               Services Equipment) and if the Landlord fails to respond within
               10 working days as aforesaid it shall be deemed to have
               accepted such minor alterations AND PROVIDED FURTHER that the
               initial fitting out of the Premises following the date hereof
               shall be governed by the Agreement for Initial Alterations

         (ii)  in a manner which shall not materially and adversely affect the
               Landlord's Services Equipment any Service Media or the
               provision of any of the Services

         (iii) in accordance with any relevant terms conditions
               recommendations and regulations of any Public Authority (and in
               particular in relation to any electrical installation in
               accordance with the terms and conditions laid down by the
               Institution of Electrical Engineers and the Regulations of the
               Electricity Supply

                                      12

<PAGE>


               Authority) and the insurance company with whom the Premises are
               for the time being insured and

          (iv) in a good and workmanlike manner

          PROVIDED ALWAYS THAT subject to clause 4(12)(c)(i):-

          (I)  no such alterations or additions shall be carried out until the
               Landlord has issued its consent in writing to which the Tenant
               shall if required join as a party

          (II) once any such alterations or additions have been carried out
               the Tenant shall supply to the Landlord as-built plans in
               triplicate (together with a computer aided design disk and 35
               mm slides) showing the works as carried out

     (d)  At the expiry of the Term to remove:-

          (i)  all alterations and additions made to the Premises by the
               Tenant

          (ii) all work done in connection with the original fitting out by
               the Tenant in pursuance of the Agreement for Initial
               Alterations

          and to restore and make good the Premises in accordance with the
          Reinstatement Specification in a proper and workmanlike manner to
          the condition and design which existed before the alterations or
          additions were made with all services properly sealed off

USE

(13)  Not to use the Premises or any chattels in them:-

     (a)  for any purpose (and not to do anything in or to the Premises) which
          may be or become or cause a nuisance obstruction or damage to any
          person or property

     (b)  for a sale by auction or for any public meeting or for any dangerous
          noxious noisy illegal or immoral trade business or activity or for
          residential purposes and not to use the Common Parts for the
          transaction of any business or

     (c)  (without prejudice to the preceding paragraphs of this sub-clause)
          except for the Permitted Use

SIGNS

(14) (a)  Not to erect any aerial satellite dish sign signboard pole
          antenna wire or other apparatus on the outside of the Building save
          for the right granted pursuant to paragraph 3 of schedule 2

     (b)  Not to affix or exhibit so as to be visible from outside the
          Premises any placard sign notice fascia board or advertisement
          except the approved signs referred to in paragraph 3 of schedule 2

                                      13
<PAGE>


ALIENATION

(15) (a)  If the Tenant at any time desires to assign the whole of the
          Premises the Tenant shall first by an irrevocable unconditional
          written notice ("the Tenant's Notice") served upon the Landlord
          offer to surrender or assign this lease upon such financial terms
          and conditions as the Tenant may desire

     (b)  If the Landlord wishes to accept such surrender or assignment it
          shall within twenty-one days of receipt of the Tenant's Notice serve
          a counter-notice ("the Counter-Notice") upon the Tenant stating as
          much

     (c)  If the Landlord serves a Counter-Notice on the Tenant then the
          Tenant shall surrender or assign (at the Landlord's option) the
          Premises to the Landlord (or as the Landlord may direct) within six
          months of receipt of the Counter-Notice either with vacant
          possession or subject only to a permitted underletting and the
          Tenant's liability hereunder shall cease in respect of any matters
          arising following the date of such assignment or surrender but
          without prejudice to any antecedent breaches of covenant

     (d)  If the Landlord does not serve a Counter-Notice then the Tenant must
          (if it wishes to assign) complete its assignment on terms greater
          than 95 per cent in value of the terms and conditions stipulated in
          the Tenant's Notice within six months from the date of the Tenant's
          Notice and if the Tenant shall fail to complete within such period
          if it still wishes to assign the whole of the Premises it must
          reinstate the procedure set out in this clause 4(15)

     (e)  Subject to the foregoing provisions of this sub-clause 4(15) not to
          assign mortgage charge or underlet or in any other manner part with
          possession of any part (being less than the whole) of the Premises
          or agree to do so except that the Tenant may underlet the whole of
          (but not more or less than) any Permitted Part or Permitted Parts in
          accordance with paragraphs (h) and (i) of this sub-clause

     (f)  Subject to the foregoing provisions of this sub-clause 4(15) not to
          assign underlet or otherwise part with possession of or the whole of
          the Premises or agree to do so except that the Tenant may assign or
          underlet the whole of the Premises in accordance with paragraph (g)
          or (h) respectively of this sub-clause

(ASSIGNMENT)

     (g)  (i)  Not to assign the whole of the Premises without first
               obtaining the Landlord's consent issued within 2 months before
               completion of the assignment which consent shall not be
               unreasonably withheld or delayed but which may be granted
               subject to any one or more of the conditions referred to in
               paragraph (g)(ii) and which may be withheld if any one or more
               of the circumstances referred to in paragraph (g)(iii) exist

                                      14
<PAGE>


          (ii) The conditions referred to in paragraph (g)(i) (which are
               specified for the purposes of section 19(1A) Landlord and
               Tenant Act 1927) are:

AUTHORISED GUARANTEE

     (a)  that the Tenant shall enter into an authorised guarantee agreement
          (as defined in section 16 Landlord and Tenant (Covenants) Act 1995)
          with the Landlord in a form which the Landlord reasonably requires

THIRD PARTY GUARANTEE/RENT DEPOSIT

     (b)  that if so reasonably required by the Landlord the proposed assignee
          shall have procured covenants with the Landlord by a guarantor or
          guarantors (not being the Tenant or any guarantor) reasonably
          acceptable to the Landlord in a form acceptable to the Landlord
          (acting reasonably);

INTRA GROUP DEALINGS

     (c)  if the proposed assignee is a Group Company the Tenant shall have
          procured either:

               (A)  if the Tenant's obligations under this lease are
                    guaranteed by another Group Company that such Group
                    Company covenants with the Landlord on the same terms
                    (mutatis mutandis) as those contained in clause 10; or

               (B)  if there is no guarantor of the Tenant's obligations under
                    this lease and if the assignee is not at the date of the
                    application for consent to the proposed assignment in the
                    reasonable opinion of the Landlord of financial standing
                    equivalent to or greater than the Tenant at the date of
                    this lease that the proposed assignee procures covenants
                    by a Group Company which is not the Tenant or the proposed
                    assignee and which is in the reasonable opinion of the
                    Landlord of financial standing equivalent to or greater
                    than the Tenant in the same terms (mutatis mutandis) as
                    those contained in clause 10; and

          (iii) The circumstances referred to in paragraph (g)(i) (which are
                specified for the purposes of section 19(1A) Landlord and
                Tenant Act 1927) are:-

               (a)  where the Tenant's solicitors have not given an
                    undertaking to the Landlord's solicitors to pay all
                    reasonable legal surveyor's and management costs
                    disbursements and VAT arising on the application for
                    consent to such assignment whether or not consent is

                                      15

<PAGE>


                    granted unless the Landlord unreasonably withholds consent
                    in circumstances where it is required to be reasonable;
                    and/or

               (b)  where any of the rents and Interim Sum due from the Tenant
                    to the Landlord or the Management Company respectively
                    under this lease remain unpaid at the date of the
                    application for consent to the proposed assignment

(UNDERLETTING)

     (h)  Not to underlet the whole of the Premises or any Permitted Part
          (each being referred to in this paragraph as the premises) except:-

          (i)  to a person who before the underletting shall have covenanted
               with the Landlord to observe and perform the Tenant's
               obligations under this lease during the sub-term to the extent
               they relate to the premises demised by the underletting (other
               than the payment of rents) and a covenant not to assign the
               whole of the premises without the Landlord's consent (which
               shall not be unreasonably withheld or delayed) and an
               unqualified covenant not to assign part of the premises or to
               underlet or otherwise part with possession or share the
               occupation of the premises or any part of them

          (ii) by reserving as a yearly rent without payment of a fine or
               premium (in addition to the service and insurance and other
               rents payable under this lease except the rent first hereby
               reserved or (in the case of underletting of a Permitted Part) a
               pro rata proportion of them) an amount equal to:-

               (a)  (in the case of an underletting of the Premises) the then
                    open market rack rental value of the Premises

               (b)  (in the case of an underletting of a Permitted Part) a pro
                    rata proportion of the then open market rack rental value
                    of the Premises

               the proportion in each case being calculated by reference
               to the Net Internal Area of the Permitted Part in relation
               to the Net Internal Area of the Premises, in all cases
               such rent to be payable by equal quarterly instalments in
               advance on the usual quarter days and to be approved by
               the Landlord prior to the underletting (such approval not
               to be unreasonably withheld or delayed) but the amount of
               such rent and the approval of the Landlord thereto may not
               be used as evidence by the Tenant for the purpose of any
               rent review pursuant to this lease

        (iii)  by a form of underlease:-

               (a)   by which the principal rent reserved by the
                     underlease is reviewed upwards only at not greater
                     than five year intervals during the sub-term in
                     accordance with the same

                                      16

<PAGE>


                      principles (mutatis mutandis) and at the times as 
                      apply to the rent first reserved by this lease

                 (b)  requiring the underlessee to observe and perform
                      all the covenants and other provisions binding on the
                      Tenant under this lease (other than the covenant by
                      the Tenant to pay rents) to the extent they relate to
                      the premises and containing:-

                      (A)   a condition for re-entry by the underlessor on
                            breach of any covenant by the underlessee

                      (B)   a qualified covenant not to assign the whole of 
                            the premises and an absolute covenant not to 
                            assign part of the premises or to underlet or 
                            otherwise part with possession or share the 
                            occupation of the premises or any part of them

              (iv)  with the Landlord's consent issued within three months
                    before completion of the underletting which consent
                    (subject to compliance with the foregoing conditions
                    precedent) shall not be unreasonably withheld or delayed

     (i)  In relation to an underlease of a Permitted Part:-

              (i)   not to include in the sub-demise any part of the entrance
                    to or the reception area of the Premises

              (ii)  to except from the underlease all necessary circulation
                    areas and plant and equipment which will serve the
                    Premises in common and to reserve a separate service
                    charge rent in respect of their maintenance repair and
                    renewal

              (iii) not as a result of the grant to create or permit the
                    creation of more than three separate occupations affecting
                    the whole of the Premises (occupations in right of this
                    lease counting as one occupation)

               (iv) not to grant or agree to grant the underlease without
                    providing for the exclusion of sections 24 to 28 inclusive
                    of the Landlord and Tenant Act 1954 in relation to the
                    underlease in pursuance of an Order duly made under
                    section 38(4) of that Act before the date of grant

     (j)  To enforce the observance and performance by every such underlessee
          and its successors in title of the provisions of the underlease and
          not expressly or impliedly to waive any breach of them nor vary the
          terms of any underlease

     (k)  Not to agree any reviewed rent payable under an underlease without
          the Landlord's consent and if the rent review under any underlease
          is to be determined by an independent person not to agree his
          appointment without the Landlord's consent (PROVIDED ALWAYS THAT the
          Landlord shall not unreasonably withhold or delay any consent
          required

                                      17

<PAGE>


          under this sub-paragraph) and to procure that any representations
          which the Landlord may wish to make in relation to the rent review
          are duly submitted to the independent person and to provide to the
          Landlord promptly on the same becoming available copies of any
          representations made by or on behalf of the Tenant or the
          underlessee in relation to such rent review

(SHARING OCCUPATION)

     (1)  Not to part with or share the occupation of the Premises or any part
          of them except that the Tenant may share occupation with a company
          which is (but only for so long as it remains) either the holding
          company of the Tenant or a majority-owned subsidiary of the Tenant
          or of the Tenant's holding company (as those expressions are defined
          in section 736 Companies Act 1985) so long as the Tenant does not
          grant the person sharing occupation exclusive possession (so that
          such company occupies as licensee only without creating any
          relationship of landlord and tenant) nor otherwise transfer or
          create a legal estate and the Tenant shall notify the Landlord of
          the identity of each company in occupation

REGISTRATION

(16) (a)  Within twenty-one days after any disposition or devolution of
          this lease or of any estate or interest in or derived out of it to
          give notice in duplicate of the relevant transaction to the Landlord
          for registration with a certified copy of the relevant instrument
          and to pay to the Landlord a fair and reasonable fee for each such
          registration of not less than twenty five pounds

     (b)  To register with the Landlord particulars of the determination of
          every rent review under any underlease of the Premises within
          fourteen days after the date of determination

PAYMENT OF COST OF NOTICES CONSENTS ETC.

(17) To pay on demand all reasonable expenses (including counsels' solicitors'
     surveyors and bailiffs' fees) properly incurred by the Landlord in and
     incidental to:

     (a)  the preparation and service of a notice under section 146 Law of
          Property Act 1925 or in contemplation of any proceedings under
          section 146 or 147 of that Act notwithstanding that forfeiture is
          avoided otherwise than by relief granted by the court and

     (b)  every reasonable step taken during or after the expiry of the Term
          in connection with the enforcement of the Tenant's obligations under
          this lease including the service or proposed service of all notices
          and schedules of dilapidations and

     (c)  every application for consent licence or approval under this lease
          but not if the application is unreasonably refused or delayed or
          granted subject to unreasonable conditions (where such consent is
          not to be unreasonably withheld or delayed)


                                      18
<PAGE>


MACHINERY

(18) Not to install in the Premises any plant or machinery other than usual
     office equipment without the Landlord's consent which shall not be
     unreasonably withheld PROVIDED ALWAYS THAT no plant or machinery shall be
     installed or operated in the Premises and nothing shall be done or
     omitted in them which may cause:-

     (a)  the efficiency of the heating ventilation air conditioning and
          cooling system installed in the building to be diminished or
          impaired in any way

     (b)  noise dust fumes smell vibration or electrical interference
          affecting or having any other intrusive effect on any other part of
          the Building or other adjoining property or persons outside the
          Premises

OBSTRUCTION/OVERLOADING

(19) Not to obstruct:-

     (a)  or damage any part of the Building or exercise any of the rights
          granted by this lease in a way which causes nuisance or damage

     (b)  any means of escape

     (c)  or discharge any deleterious matter into

          (i)  any pipe drain or other conduit serving the Premises and (to
               the extent they lie within the Premises) to keep them clear and
               functioning properly or

          (ii) any Service Media

     (d)  or stop-up or darken the windows and other openings of the Premises

     nor to overload or cause undue strain to the Service Media or any
     other part of the Building and in particular not to suspend any
     undue weight from the ceilings or walls of the Premises and not to
     exceed the following floor loadings:-

          floor finishings:    :     4 kN/m2 (80lbs per sq.ft)
          live load            :     1kN/m2 (20lbs per sq.ft)

     (e)  any requisite notice erected on the Premises including any erected
          by the Landlord in accordance with its powers under this lease

PARKING/GOODS DELIVERY

(20) To ensure that all loading unloading deliveries and despatch of goods is
     carried out only by using the service accesses and goods lifts designated
     by the Landlord for the use of the Premises

PLANNING LAW AND COMPENSATION

(21) Without prejudice to clause 4(4) at all times during the Term to comply
     with the provisions and requirements of Planning Law relating to or
     affecting


                                      19
<PAGE>


     (a)  (i)   the Premises

          (ii)  any operations works acts or things carried out executed done
                or omitted on the Premises

          (iii) the use of the Premises

          (iv)  the use by the Tenant of (and the exercise of any other rights
                hereunder in respect of) any other parts of the building

     (b)  Subject to the provisions of paragraph (c) of this sub-clause as
          often as occasion requires during the Term at the Tenant's expense
          to obtain and if appropriate renew all planning permissions (and
          serve all notices) required under Planning Law in respect of the
          Premises whether for the carrying out by the Tenant of any
          operations or the institution or continuance by the Tenant of any
          use of the Premises or any part thereof or otherwise

     (c)  Not without the Landlord's consent (such consent not to be
          unreasonably withheld or delayed) to apply for any planning
          permission relating to the Premises (and not to apply for any such
          planning permission relating to any other part of the Building) but
          so that subject to compliance with paragraph (e) of this sub-clause
          the Landlord's consent shall not be unreasonably withheld or delayed
          to the making of a planning application in respect of the Premises
          relating to any operations or use or other thing (if any) which
          assuming it to be implemented in accordance with Planning Law would
          otherwise not be in breach of the provisions of this lease

     (d)  If the Landlord so requires in connection with any relevant proposal
          by the Tenant to apply for a determination under section 191 or 192
          Town and Country Planning Act 1990

     (e)  If the Landlord consents in principle to any application by the
          Tenant (which it hereby agrees to consider and determine with all
          due expedition) for planning permission to submit a draft of the
          application to the Landlord for its approval and to give effect to
          its reasonable requirements in respect thereof and if and to the
          extent the Landlord so requires to lodge the application with the
          relevant authority in the joint names of the Landlord and the Tenant
          and in duplicate

     (f)  Not to implement any planning permission before the Landlord has
          acknowledged that its terms are acceptable nor before the Landlord
          has received any cash or other security which it reasonably requires
          for compliance with any conditions imposed by the planning
          permission

     (g)  If the Landlord at the Landlord's cost reasonably requires or the
          Tenant desires to lodge and progress diligently an appeal against
          any refusal of an application for planning permission lodged in
          respect of the Premises by the Tenant or by any person claiming
          under or through the Tenant (whether or not lodged in its name
          alone) the Landlord undertakes to cooperate fully with the Tenant in
          respect of any such appeal unless such

                                      20

<PAGE>


          appeal would be likely to have a material and adverse effect on the
          Landlord's interests in the Building

     (h)  Unless the Landlord otherwise directs to complete before the expiry
          of the Term all works on the Premises required as a condition
          of any planning permission implemented by the Tenant or by any
          person claiming under or through it

     (i)  If the Tenant receives or is entitled to receive any statutory
          compensation under any Enactment in relation to its interest in the
          Premises the Tenant shall on any determination of its interest prior
          to the expiry of this lease by effluxion of time forthwith make such
          provision as is just and equitable for the Landlord to receive its
          due benefit from such compensation

INDEMNITY

(22) To indemnify the Landlord against all expenses proceedings costs claims
     damages demands and any other liability or consequence arising out or in
     respect of any breach of any of the Tenant's obligations under this lease
     (including all costs reasonably incurred by the Landlord in an attempt to
     mitigate any such breach) or of any act omission or negligence of the
     Tenant or any person at the Premises with the Tenant's authority

DEFECTIVE PREMISES

(23) On becoming aware of the same (or when the Tenant ought reasonably to
     have become aware of the same) to give notice forthwith to the Landlord
     of any defect in the Premises which might give rise to:-

     (a)  an obligation on the Landlord to do or refrain from doing anything
          in relation to the Premises or

     (b)  any duty of care or the need to discharge such duty imposed by the
          Defective Premises Act 1972 or otherwise

          and at all times to display and maintain all notices which the
          Landlord may from time to time reasonably require to be displayed at
          the Premises in relation to their state of repair and condition

INSURANCE AND FIRE FIGHTING EQUIPMENT

(24) (a)  Not to do or omit anything by which any insurance policy (relevant
          extracts of which shall have been provided to the Tenant) relating to 
          the Building or any part of it becomes void or voidable or by which
          the rate of premium on such policy may be increased

     (b)  To comply with all proper requirements of the insurers and to
          provide and maintain unobstructed appropriate operational fire
          fighting equipment and fire notices on the Premises

     (c)  To notify the Landlord forthwith of:-

                                      21
<PAGE>


          (i)  any incidence of any Insured Risk on the Premises and of any
               other event which ought reasonably to be brought to the
               attention of insurers and of which the Tenant ought reasonably
               to be aware

          (ii) the insurable value of any fixture installed in the Premises by
               the Tenant or any person claiming under or through the Tenant

     (d)  That if at any time the Tenant or any person claiming under or
          through it shall be entitled to the benefit of any insurance of the
          Premises to cause all money paid under such insurance to be applied
          in making good the loss or damage in respect of which it was paid

     (e)  Subject to clause 5(2)(b) if the whole or any part of the Building
          is damaged or destroyed by any of the Insured Risks at any time
          during the Term and the insurance money under any insurance policy
          effected by the Landlord is rendered wholly or partially
          irrecoverable because of some act or default of the Tenant or any
          person deriving title under or through the Tenant or their
          respective servants agents or invitees forthwith to pay the Landlord
          the whole amount of the insurance money so irrecoverable

DANGEROUS AND CONTAMINATIVE MATERIALS

(25) Not to keep place store or use or permit or suffer to be kept placed
     stored or used in or upon or about the Premises any materials substance
     or other thing of a dangerous inflammable combustible explosive corrosive
     or offensive nature or any materials substance or other thing which may
     in any way cause pollution injury or harm by percolation corrosion
     contamination migration release or otherwise on beneath or in the
     vicinity of the Premises

YIELD UP

(26) (a)  At the expiry of the Term to remove all chattels and tenant's
          fixtures and quietly to yield up the Premises reinstated in
          accordance with the Reinstatement Specification and restored and
          made good to the extent required under clause 4(12)(d) and in the
          state of repair condition decorative order and layout otherwise
          required by this lease and any licences or consents issued in
          pursuance of it and to make good any damage so caused in a proper
          and workmanlike manner

     (b)  The Tenant irrevocably authorises the Landlord to remove and dispose
          of any chattels which may be left in the Premises within 28 days
          after the Tenant has quit them (without being obliged to obtain any
          consideration for the disposal) and the Tenant irrevocably declares
          that any such chattels will stand abandoned by it

REGULATIONS AND COVENANTS

(27) To comply with:-

          (i)  all reasonable regulations reasonably made by the Landlord from
               time to time and notified to the Tenant in writing for the good
               management of the Building PROVIDED ALWAYS THAT no such
               regulations shall purport to amend the terms expressed in



<PAGE>


               this lease and if there is any inconsistency between the terms
               of this lease and the regulations the terms of this lease shall
               prevail

          (ii) all covenants stipulations and other matters affecting the
               Premises and not to interfere with any rights easements or
               other matters affecting the Premises

SECURITY AND ACCESS

(28) To use all reasonable endeavours to ensure that the Tenant's visitors to
     the Premises observe such security regulations which may apply to them

HEAD LEASE

(29) (a) To observe and perform the covenants and conditions on the part of
         the lessee contained in the Head Lease so far as they relate to the
         Premises except the covenant for the payment of rent and except also
         so far as the obligations relating to insurance fall to be observed 
         and performed by the Landlord pursuant to clause 5(2)

     (b)  Not to do or omit any act or thing which would or might cause the
          Landlord to be in breach of the Head Lease

SERVICE CHARGE

(30) To pay the Service Charge (and VAT thereon) to the Management Company at
     the times and in the manner provided for in clause 6 and schedule 5
     without deduction or set off and to pay the Outside Normal Business Hours
     Charge within 10 days of demand (either annually or by monthly
     instalments) as the Management Company shall reasonably determine
     PROVIDED THAT for the period from the date hereof until the earlier of
     25th June 1997 and the date on which the Tenant commences full beneficial
     occupation of the Premises following the works contemplated by the
     Agreement for Initial Alterations the Service Charge payable by the
     Tenant in any Accounting Period shall not exceed (pounds sterling)32,211
     inclusive of VAT and PROVIDED FURTHER that the Service Charge payable in 
     respect of the twelve month period from the earlier of 25th June 1997 and
     the date on which the Tenant commences full beneficial occupation of the 
     Premises following the works contemplated by the Agreement for Initial 
     Alterations shall be (pounds sterling)74,622.15 exclusive of VAT

5.   LANDLORD'S COVENANTS

     The Landlord covenants with the Tenant:

     QUIET ENJOYMENT

(1)  That if the Tenant observes and performs its covenants contained in
     this lease the Tenant may peaceably hold and enjoy the Premises
     without any lawful interruption by the Landlord or any person
     rightfully claiming through under or in trust for it

                                     23
<PAGE>


INSURANCE

(2)  (a)  To keep the Building (except all tenants' plant and equipment and
          trade fixtures) insured against the Insured Risks in the full current
          replacement cost

     (b)  to use reasonable endeavours to procure that the interest of the
          Tenant is noted on the insurance policy and to use reasonable
          endeavours to further procure that the insurers waive any rights of
          subrogation against the Tenant (or any lawful subtenant occupier or
          invitee) and the Landlord will notify the Tenant if it is unable so
          to procure and will duly consider the representations of the Tenant
          regarding alternative insurers who may be prepared to procure that
          the insurers waive any subrogation rights and/or note the interest
          of the Tenant and will also permit the Tenant to make
          representations to the insurers regarding the noting of the Tenant's
          interest and/or waiver of rights of subrogation

     (c)  On request to supply the Tenant (but not more frequently than once
          in any period of twelve months) with evidence of such insurance

     (d)  If and whenever during the Term the Building (except as aforesaid)
          is damaged or destroyed by an Insured Risk and to the extent that
          payment of the insurance monies is not refused because of any act
          neglect default or omission of the Tenant or of any person deriving
          title under or through the Tenant or their respective servants
          agents and invitees subject to clause 5(2)(b) above the Landlord
          will with all convenient speed take the necessary steps to obtain
          any requisite planning permissions and consents and if they are
          obtained to lay out the money received from the insurance of the
          Building (except sums in respect of public liability and employer's
          liability and loss of rent) towards replacing (but not necessarily
          in facsimile reinstatement) the damaged or destroyed parts (except
          as aforesaid) and in the case of the Premises to the Reinstatement
          Specification as soon as reasonably practicable (and the Landlord
          shall keep the Tenant informed of progress of any such insurance
          claims and the Landlord's proposals for compliance with this
          provision) PROVIDED ALWAYS THAT the Tenant shall have no claim
          against the Landlord under this clause 5(2)(c) in respect of the
          manner of replacement of the interior of any Lettable Unit other
          than the Premises or any alteration to the Common Parts and PROVIDED
          FURTHER THAT the Landlord shall not be liable to carry out the
          replacement if it is unable (having used all reasonable endeavours)
          to obtain every planning permission and consent necessary to execute
          the relevant work in which event the Landlord shall be entitled to
          retain all the insurance money received by it and if the Landlord so
          retains the insurance money the Tenant shall be entitled to
          determine this lease on not less than one month's prior written
          notice

     (e)  In the event that the Premises have not been reinstated to the
          Reinstatement Specification or essential means of access thereto
          within the Building is not available in the circumstances
          contemplated in subclause 5(2)(d) by the date five years and eleven
          months following the date of such damage or destruction by an
          Insured Risk the Tenant may

                                      24

<PAGE>


        determine this lease on not less than one month's prior written
        notice such notice to be served (if at all) within one month
        after expiry of such five years and eleven months period

HEAD LEASE

(3) (a) To pay the rents reserved by the Head Lease and to perform so
        far as the Tenant is not liable for such performance under the terms
        of this lease but so far only as to preserve the existence of this
        lease the covenants and conditions on the part of the lessee
        contained in the Head Lease

    (b) On the request and at the reasonable expense of the Tenant to take
        all reasonable steps to enforce the covenants on the part of the
        Superior Landlord contained in the Head Lease

    (c) To take all reasonable steps at the Tenant's reasonable expense (to
        the extent possible under the Head Lease) to obtain the consent of
        the Superior Landlord wherever the Tenant makes application for any
        consent required under this lease where the consent of both the
        Landlord and the Superior Landlord is needed by virtue of this
        lease and tlie Head Lease
                                     
ELECTRICITY PROVISION

(4)    Subject to clause 7(3) to use all reasonable endeavours to provide or
       procure the provision of electricity to the Premises to the extent
       necessary to meet the requirements of the Tenant having regard to the
       overall electricity services design standards for the Building as a
       whole and to all relevant statutory provisions from time to time
       regulating the supply and utilisation of electricity and the terms and
       conditions relative thereto from time to time imposed by the electricity
       provider chosen by the Landlord

MANAGEMENT COMPANY ACCESS

(5)    To allow the Management Company such rights over the Building as it
       requires from time to time for the due and proper provision of the
       Services

VAT INDEMNITY

(6)  The provisions of schedule 8 shall apply in relation to VAT liability on
     the rent first reserved and:-

     (a)  Whenever VAT is properly chargeable in respect of any supply made
          hereunder by the Landlord to the Tenant the Landlord shall no later
          than thirty days after the due date for payment in respect of such
          supply issue a valid VAT invoice or audit note (as the case may be
          to the Tenant)

     (b)  Subject to (6)(c) below all consideration payable by the Landlord
          to the Tenant shall be exclusive of VAT which the Landlord shall
          pay in addition on production of a valid VAT invoice

     (c)  The capital sum referred to in clause 3 above shall be inclusive
          of VAT save that if the Landlord is at any stage able to recover
          such VAT the Landlord shall pay to the Tenant a further amount
          equal to VAT on the capital sum


                                      25

<PAGE>


NAMING RIGHTS

(7)  The Landlord shall only name the Building in accordance with its postal
     address from time to time

NOTIFICATION OF NOTICES

(8)  The Landlord will inform the Tenant as soon as reasonably practicable but
     in any event within 5 working days of receipt of the same of any notice
     served by the Superior Landlord alleging a breach of the Head Lease which
     would threaten the existence of this lease

6.   PROVISION OF SERVICES

     The Management Company covenants with the Tenant to use all reasonable
     endeavours:-

     (1)  Well and substantially to repair and properly clean and decorate the
          structure of the Building (including the structure of the roofs
          foundations external and internal walls and columns and structural
          slabs of the ceilings and floors) the external surfaces of the
          Building (including the whole of the glazing within the external
          walls of the Building) and the Common Parts and (where consistent
          with an obligation to repair) to replace the same

     (2)  To keep the Service Media designed for common or general use and the
          Landlord's Services Equipment in good and substantial repair and in
          clean condition and at all times in good and safe working order

     (3)  To keep the lifts in the Building clean and in good and substantial
          repair and condition and at all times in good and safe working order

     (4)  Provide heat and air conditioning and chilled water to the
          Premises (subject to the Tenant paying Outside Normal Business
          Hours Charge in relation to the provision of such services
          outside Normal Business Hours) such heat being sufficient to
          maintain an air temperature in the Premises measured at the main
          trunk connections to the floor as follows:

              Air Conditioning and Heating

                     Design Parameters:

                     External Conditions:

                          Summer         29(degrees)C DB 20(degrees)C WB
                          Winter         -4(degrees)C DB 100% relative humidity

              Internal Conditions Office
              Accommodation -

                          Summer         22(degrees)C DB + 1(degrees)C
                          Winter         20(degrees)C DB minimum

              Humidity Office Accommodation -

                                      26
<PAGE>


                    Summer                  50% +/-10%
                    Winter                  50%+/- 10%



(5)   To ensure that the Common Parts are at all times kept clean tidy and
      unobstructed

(6)   Subject to clause 7(3) and clause 7(6) to provide or procure the
      provision of electricity to the Premises and each and every part thereof
      designed to receive the same to the extent necessary to meet the
      reasonable requirements of the Tenant and other lawful occupiers of the
      Premises

(7)   To comply with the requirements of any statute (already or in the future
      to be passed) or any government department local authority other public
      or competent authority or court of competent jurisdiction relating to the
      Building or any part for which any tenant or occupier of the Building is
      not directly or exclusively liable

(8)   To ensure that at all times (meaning for the avoidance of doubt 24 hours
      a day during the Term) there are both such security officers at and
      patrolling the Building as is reasonably appropriate for premises of the
      same size and nature as the Building and that the main reception to the
      Building is properly and adequately manned

(9)   To provide or procure the provision of:-

     (a)  the Services during Normal Business Hours; and

     (b)  such of the Services outside Normal Business Hours as in the
          Management Company's reasonable discretion are appropriate to
          provide to a high class office building in the City of London
          outside Normal Business Hours; and

     (c)  such of the Services outside Normal Business Hours as the Tenant
          shall previously request (but subject to the Tenant being
          responsible for the Outside Normal Business Hours Charge)

      (having regard in all cases to and in accordance with the overall design
      standards for the Building as a whole and subject to the limitations
      contained in Clause 7(6)) in an efficient and economic manner and in
      accordance with good estate management provided that the Management
      Company shall be entitled to employ such managing agents professional
      advisers contractors and other persons as it shall from time to time
      reasonably think fit for the purpose of the performance of the Services

PROVIDED THAT the Management Company shall not be liable for:-

(without prejudice to the provisions of clause 7(3)) any closure of any of the
Common Parts or interruption in the provision of the Services or stoppage or
severance affecting any of the Service Media or any interruption to the supply
of electricity to the Premises or the Common Parts or temporary closure or
diversion of any of the Common Parts or Service Media by reason of necessary
inspection repair maintenance or replacement thereof or any part thereof or
any plant machinery equipment installations or apparatus used in connection
therewith or damage thereto or destruction thereof by any risk



<PAGE>


     (whether or not an Insured Risk) or by reason of electrical mechanical or
     other defect or breakdown or frost or other inclement conditions or
     shortage of fuel materials supplies or labour or whole or partial failure
     or stoppage of any mains supply due to any circumstances beyond the
     control of the Management Company PROVIDED ALWAYS that the Management
     Company shall use all reasonable endeavours to minimise the adverse
     effects of any such circumstances and to remedy any such interruption
     closure or diversion as soon as reasonably practicable PROVIDED FURTHER
     that in the event of the Landlord or the Management Company being unable
     to provide air conditioning or electricity to the Premises in such
     circumstances the Tenant shall be entitled to carry out (the Landlord and
     Management Company affording the Tenant reasonable access to do so) all
     necessary remedial works to such electricity or air conditioning PROVIDED
     THAT:

     (a)  the Tenant shall carry out such works in a good and workmanlike
          manner and make good all damage caused causing as little
          inconvenience to the Landlord Management Company and other tenants
          as reasonably practicable

     (b)  the Landlord or the Management Company shall be responsible for the
          costs of the Tenant in carrying out such remedial works when such
          works are being carried out as a consequence of any breach of the
          Landlord's or Management Company's covenants hereunder

7.   PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED THAT:
     FORFEITURE AND RE-ENTRY

          (1)  Without prejudice to any other remedies and powers contained in
               this lease or otherwise available to the Landlord if

          (a)  the whole or part of the rents shall be unpaid for twenty-one
               days after becoming payable (whether or not formally demanded)
               or

          (b)  any of the Tenant's covenants in this lease are not performed
               or observed in the manner and at the times herein specified or

          (c)  the guarantee granted by the Guarantor or any other guarantor
               of the Tenant's obligations is or becomes unenforceable (in
               whole or in part) for any reason whatsoever and no suitable
               alternative security is provided to the Landlord within a
               period of one month or

          if the Tenant (or if more than one person any one of them):-

          (d)  being a company enters into liquidation whether voluntarily
               (except for reconstruction or amalgamation of a solvent
               company) or compulsorily or has a provisional liquidator or a
               receiver (including an administrative receiver) appointed or
               its directors pass a resolution to petition for an
               administration order or one or more of them swears an affidavit
               in support of such a petition or is the subject of an
               administration order or a petition for one or of a voluntary
               arrangement or a proposal for one under Part I Insolvency Act
               1986

          (e)  being a company incorporated outside the United Kingdom is the
               subject of any proceedings or event analogous to those referred
               to in clause 7(1)(d) in the country of its incorporation

                                      28
<PAGE>


          (f)  being an individual is the subject of a bankruptcy petition or
               bankruptcy order or of any application or order or appointment
               under section 253 or section 273 or section 286 Insolvency Act
               1986 or otherwise becomes bankrupt or insolvent or dies

          the Landlord may at any time thereafter (and notwithstanding the
          waiver of any previous right of re-entry) re-enter the Premises
          without prejudice to the Tenant's right to relief against forfeiture
          whereupon this lease shall absolutely determine but without
          prejudice to either partys right of action against the other in
          respect of any antecedent breach of the covenants in this lease

LETTING SCHEME USE AND EASEMENTS

(2)  No letting or building scheme exists or shall be created in relation to
     the Building and (subject only to those easements expressly granted by
     this lease) neither the Tenant nor the Premises shall be entitled to any
     easement or quasi-easement whatsoever and nothing herein contained or
     implied shall give the Tenant the benefit of or the right to enforce or
     to have enforced or to prevent the release or modification of any right
     easement covenant condition or stipulation enjoyed or entered into by
     any tenant of the Landlord in respect of property not demised by this
     lease or prevent or restrict the development or use of the remainder of
     the Building or any other land

COMMON PARTS AND SERVICE MEDIA

(3)  Subject always to the rights of the local authority the relevant supply
     authorities and any other competent authority the Common Parts and the
     Service Media are at all times subject to the exclusive control and
     management of the Landlord who may from time to time (if it shall be
     necessary or reasonable to do so for the benefit of the Building or
     otherwise in keeping with the principles of good estate management) alter
     divert substitute stop up or remove any of them (leaving available for
     use by the Tenant reasonable and sufficient means of access to and egress
     from and servicing for the Premises)

SERVICE OF NOTICES

(4)  (a)       In addition to any other mode of service any notices to be
               served under this lease shall be validly served if served in
               accordance with section 196 Law of Property Act 1925 as amended
               by the Recorded Delivery Service Act 1962 or (in the case of
               any notice to be served on the Tenant) by sending it to the
               Tenant at the Premises PROVIDED THAT whilst the Tenant
               hereunder is Donaldson Lufkin & Jenrette International Limited
               such notice shall also be served on the offices for the time
               being of SJ Berwin & Co (attention: Edward Page) or such other
               firm of solicitors notified in writing to the Landlord and 277
               Park Avenue New York New York 10172

     (b)       If the Tenant or any guarantor comprises more than one person
               it shall be sufficient for all purposes if notice is served on
               one of them but a notice duly served on the Tenant will not
               need to be served on any guarantor

                                      29
<PAGE>


RENT CESSER

(5)   If and whenever during the Term:-

      (a)    the Premises (other than the Tenant's plant and equipment and
             tenant's fixtures) or the means of access to the Premises within
             the Building are damaged or destroyed by any of the Insured Risks
             so that the Premises are incapable of beneficial occupation and
             use and

      (b)    subject to clause 5(2)(b)the insurance of the Building or the
             payment of any insurance money has not been vitiated by the act
             neglect default or dmission of the Tenant or of any person
             deriving title under or through the Tenant their respective
             servants agents and invitees

     the rent first reserved by this lease and the Service Charge or a fair
     proportion of them according to the nature and extent of the damage
     sustained shall be suspended and cease to be payable from the date of
     destruction or damage until whichever is the earlier of the date on which
     the Premises are reinstated to the Reinstatement Specification and if
     applicable the essential means of access within the Building are
     available and the date of expiry of the period for which insurance of
     loss of rent is effected and any dispute about such suspension shall be
     referred to the award of a single arbitrator to be appointed in default
     of agreement on the application of the Landlord or the Tenant to the
     President for the time being of The Royal Institution of Chartered
     Surveyors in accordance with the Arbitration Acts 1950 and 1979

LANDLORD'S LIABILITY

(6)  The Landlord shall not be liable for (without prejudice to the provisions
     of clause 7(3)) any closure of any of the Common Parts or stoppage or
     severance affecting any of the Service Media or any interruption to the
     supply of electricity to the Premises or temporary closure or diversion
     of any of the Common Parts or Service Media by reason of necessary
     inspection repair maintenance or replacement thereof or any part thereof
     or any plant machinery equipment installations or apparatus used in
     connection therewith or damage thereto or destruction thereof by any risk
     (whether or not an Insured Risk) or by reason of electrical mechanical or
     other defect or breakdown or frost or other inclement conditions or
     shortage of fuel materials supplies or labour or whole or partial failure
     or stoppage of any mains supply due to any circumstances beyond the
     control of the Landlord PROVIDED ALWAYS that the Landlord shall use all
     reasonable endeavours to minimise the adverse effects of any such
     circumstances and to remedy any such interruption closure or diversion as
     soon as reasonably practicable PROVIDED FURTHER that in the event of the
     Landlord or the Management Company being unable to provide air
     conditioning or electricity to the Premises in such circumstances the
     Tenant shall be entitled to carry out (the Landlord and Management
     Company affording the Tenant reasonable access to do so) all necessary
     remedial works to such electricity or air conditioning PROVIDED THAT:

     (a)  the Tenant shall carry out such works in a good and workmanlike
          manner and make good all damage caused causing as little
          inconvenience to the Landlord Management Company and other tenants
          as reasonably practicable)

                                      30

<PAGE>


     (b)  the Landlord or the Management Company shall be responsible for the
          costs of the Tenant in carrying out such remedial works when such
          works are being carried out as a consequence of any breach of the
          Landlords or Management Company's covenants hereunder

ARBITRATION FEES

(7)  The fees of any arbitrator incurred in any arbitration proceedings
     arising out of this lease may be paid to the arbitrator by the Landlord
     or by the Tenant notwithstanding any direction or prior agreement as to
     liability for payment and any sums so paid for which the party who pays
     them initially is not ultimately liable shall be repayable on demand by
     the party who is liable for them

RENT REVIEW MEMORANDUM

(8)  Forthwith after every agreement or determination of any increase in the
     amount of the rent reserved and made payable by virtue of schedule 4 a
     memorandum recording the increase shall be attached to this lease and to
     the counterpart and such memorandum shall be signed by or on behalf of
     the Landlord and the Tenant respectively

NO WARRANTY AS TO USE

(9)  Nothing contained in this lease shall constitute or be deemed to
     constitute a warranty by the Landlord that the Premises are authorised
     under Planning Law to be used or are otherwise fit for any specific
     purpose

DISPUTES

(10) (a)  Any dispute between the Tenant and any other tenant or occupier
          of any part of the Building relating to any easement or right
          affecting the Building or any part of it shall (unless the Landlord
          shall by notice to the parties concerned renounce its power to
          determine it) be referred to the Landlord whose decision acting
          reasonably (acting in the capacity of an expert) shall be binding
          upon the parties to the dispute but the Landlord shall give written
          reasons for his decision

     (b)  Where any issue (other than one relating to a rent review) arising
          out of or under or relating to the Head Lease which also affects or
          relates to the provisions of this lease is to be determined as
          provided in the Head Lease the determination of such issue pursuant
          to the provisions of the Head Lease shall be binding on the Tenant
          as well as the Landlord for the purposes both of the Head Lease and
          this lease

COMPENSATION

(11)  Except where any Enactment prohibits the right to compensation being
      reduced or excluded by agreement, neither the Tenant nor any occupier of
      the Premises shall be entitled on quitting them to claim from the
      Landlord any compensation under the Landlord and Tenant Act 1954

                                      31
<PAGE>


RATEABLE VALUE APPEALS

(12) (a)  If the Landlord or the Tenant intends to make a proposal to
          alter the entry for the Premises in the local non-domestic rating
          list it shall notify the other party of its intention and shall
          incorporate in the proposal such proper and reasonable
          representations as may be made by or on behalf of that party

     (b)  The Tenant shall not agree the level of rates liability attributable
          to the Premises following the date hereof without the Landlord's
          consent (such consent not to be unreasonably withheld or delayed)
          PROVIDED that for the avoidance of doubt the Landlord shall not be
          entitled to refuse its consent to any level of rates which the
          Tenant has negotiated with the appropriate rating authority which is
          lower than any level of rates negotiated by or on behalf of the
          Landlord in respect of the Building on a pro rata basis

NO WARRANTY AS TO SECURITY

(13)  Nothing contained in this lease (and no exercise of any of the
      Landlord's powers under this lease) shall constitute or be deemed
      to constitute a warranty by the Landlord that the Premises shall
      be kept secure or that any security service to the Common Parts
      shall be effective

JURISDICTION

(14)  This lease shall be governed by and construed in all respects in
      accordance with the law of England and for the benefit of the
      Landlord the English courts shall have exclusive jurisdiction in
      relation to disputes arising under or connected with this lease
      and the Tenant agrees that any process may be served on it by
      leaving a copy of the relevant document at the Premises provided
      however that the Landlord shall retain the right at its sole
      election to sue the Tenant elsewhere including in the courts of
      the Tenant's domicile

OVERRIDING LEASE

(15)  If at any time during the Term the Landlord shall grant a tenancy
      of the reversion immediately expectant on the determination of
      this lease whether pursuant to Section 19 Landlord and Tenant
      (Covenants) Act 1995 or otherwise any covenant on the part of the
      Tenant to obtain the consent of the Landlord under this lease to
      any dealing shall be deemed to include a further covenant also to
      obtain the consent of the lessor under such tenancy to such
      dealing

8.    LANDLORD'S GUARANTOR

(1)  The Landlord's Guarantor at the request of the Landlord and in
     consideration of the Tenant agreeing to take this lease covenants
     and agrees with the Tenant that all of the Landlord's obligations
     contained in this lease will be performed and observed in the
     manner and at the times herein specified and that if there is
     default in performing and observing any of the Landlord's
     obligations (notwithstanding any time or indulgence granted by
     the Tenant to the Landlord or compromise, neglect or forbearance
     on the part of the Tenant in enforcing the observance of the
     Landlord's obligations in this lease) the Landlord's Guarantor


                                      32
<PAGE>


     will observe and perform (or procure the performance and observance of)
     the obligations in respect of which the Landlord shall be in default

(2)  The Landlord's Guarantor at the request of the Management Company and in
     consideration of the Tenant agreeing to pay the Service Charge covenants
     and agrees with the Tenant that all of the Management Company's
     obligations contained in this lease will be performed and observed in the
     manner and at the times herein specified and that if there is default in
     performing and observing any of the Management Company's obligations
     (notwithstanding any time or indulgence granted by the Tenant to the
     Management Company or compromise, neglect dr forbearance on the part of
     the Tenant in enforcing the observance of the Management Company's
     obligations in this lease) the Landlord's Guarantor will observe and
     perform (or procure the performance and observance of) the obligations in
     respect of which the Management Company shall be in default

9.   TENANT'S OPTION TO DETERMINE

     (1)  The Tenant may (subject to compliance with the provisions of this
          clause) determine this lease as at 24th October 2008

     (2)  If the Tenant wishes so to determine the Tenant shall give to the
          Landlord the Termination Notice such notice to expire on 
          24th October 2008
          

     (3)  If the Tenant duly serves the Termination Notice it shall procure
          that vacant possession of the Premises will be available on 
          24th October 2008 free of occupation by and of any estate or interest
          rested in the Tenant or any third party and this lease shall not 
          determine as a result of any notice served by the Tenant if the 
          Tenant is in material breach of any of its covenant to pay the rents
          and Interim Sum contained in this lease (including those contained in
          this sub-clause) as at 24th October 2008 except to the extent if at 
          all the Landlord in its absolute discretion waives compliance with 
          any of them
 
10.  GUARANTEE AND GUARANTOR'S INDEMNITY

      The Guarantor at the request of the Tenant and in consideration of the
      grant of this lease covenants and agrees with the Landlord and during
      the Term and any period of holding over continuation or extension
      thereof whether by an Enactment common law or otherwise (subject to
      clause 4(15)):-

(1)  The rents reserved by this lease (whether or not ascertained as to
     amount) will be duly paid and that all the Tenant's obligations 
     contained in it will be performed and observed in the manner and at
     the times herein specified and that if there is any default in paying
     the rents or in performing and observing the Tenant's obligations 
     (notwithstanding any time or indulgence granted by the Landlord to
     the Tenant or compromise neglect or forbearance on the part of the 
     Landlord in enforcing the observance and performance of the Tenant's 
     obligations in this lease or any refusal by the Landlord to accept 
     rents tendered by or on behalf of the Tenant) the Guarantor will 
     observe and perform the obligations in respect of which the Tenant
     shall be in default and will on demand and on a full indemnity basis
     pay to the Landlord an amount equivalent to the rents or other 
     amounts not paid and/or any loss damage costs charges expenses or 
     any other liability incurred or suffered by the Landlord as a
     result of the default (and in the event of non-payment shall pay 
     interest at the Interest Rate from the date of demand to the
                                      33

<PAGE>


     Guarantor until the date of payment) and will otherwise indemnify and
     hold harmless the Landlord against all actions claims costs damages
     demands expenses losses and proceedings arising from or incurred by the
     Landlord as a result of such non-performance or non-observance

(2)  If any liquidator or other person having power to do so disclaims this
     lease or if it shall be forfeited or if the Tenant ceases to exist and if
     the Landlord by written notice served within three months after the date
     of disclaimer or forfeiture or the Landlord having actual knowledge of
     the cesser of existence of the Tenant (each a "Trigger Event") requires
     the Guarantor to accept a lease of the Premises for a term computed from
     the date of the Trigger Event to the date on which the Term would have
     expired by effluxion of time and at the same rents and subject to the
     same covenants stipulations conditions and provisions (except that the
     Guarantor shall not be required to procure that any other person is made
     party to that lease as guarantor) as are reserved by and contained in
     this lease immediately before the Trigger Event and with coincidental
     Review Dates (the said new lease and the rights and liabilities
     thereunder to take effect as from the date of such Trigger Event) the
     Guarantor shall forthwith accept such lease accordingly and execute and
     deliver to the Landlord a counterpart of it and indemnify the Landlord
     upon demand against the costs incurred on the grant of the new lease

(3)   The liability of the Guarantor hereunder shall not be released reduced 
      affected or prejudiced by reason of:-

     (a)  any variation or waiver of or addition to the terms of this lease or
          any of them agreed between the Landlord and the Tenant or

     (b)  the surrender by the Tenant of part of the Premises (in which event
          the liability of the Guarantor shall continue in relation to the
          Tenant's obligations in respect of the part of the Premises not so
          surrendered) or

     (c)  any legal limitation immunity disability incapacity occurrence of
          insolvency or the winding-up of the Tenant or

     (d)  (without limitation to the foregoing) of any other act or thing act
          or thing by which (but for this provision) the Guarantor would have
          been discharged or released (in each case in whole or in part) from
          liability under this guarantee and indemnity

     or any combination of any two or more of such matters

(4)  If a Trigger Event occurs and for any reason the Landlord does not
     require the Guarantor to accept a new lease of the Premises in accordance
     with clause 8(2) the Guarantor shall pay to the Landlord on demand (in
     addition to any other loss damage costs charges expenses or other
     liability which the Guarantor may be required to make good hereunder and
     without prejudice to any other rights of the Landlord) an amount equal to
     the rents which would have been payable hereunder but for such Trigger
     Event (so far as such rents do not otherwise continue to be payable) for
     the period commencing on the date of such Trigger Event and ending on
     whichever is the earlier of the date one year after the date of such
     Trigger Event and the date (if any) upon which rent is first payable in
     respect of the whole of the Premises on a reletting thereof

                                      34
<PAGE>


(5)  Without prejudice to the rights of the Landlord against the Tenant the
     Guarantor shall be a principal obligor in respect of its obligations
     under this clause and not merely a surety and accordingly the Guarantor
     shall not be discharged nor shall its liability hereunder be affected by
     any act or thing or means whatsoever by which its said liability would
     not have been discharged if it had been a primary debtor

(6)  The Guarantor shall pay all reasonable charges (including legal and other
     costs on a full indemnity basis) incurred by the Landlord in relation to
     the Landlord's enforcement of this guarantee and indemnity against the
     Guarantor or for enforcing payment by the Guarantor of amounts
     indemnified by it hereunder

(7)  The Landlord may at its option enforce the terms of this guarantee and
     indemnity against the Guarantor without having first enforced the
     covenants and terms of this lease against the Tenant and also without
     first having recourse to any other rights or security which the Landlord
     may have obtained in relation to this lease

(8)  The Guarantor shall not be entitled to participate in any security held
     by the Landlord in respect of the obligation of the Tenant under this
     lease or to any right of subrogation in respect of any such security
     until all the obligations owed to the Landlord by the Tenant and the
     Guarantor hereunder have been fully and unconditionally fulfilled and
     discharged

(9)  The Guarantor shall not claim in any liquidation bankruptcy composition
     or scheme of arrangement in respect of the Tenant in competition with the
     Landlord and if and to the extent that it receives the same shall remit
     to (and until remission shall hold in trust for) the Landlord all and any
     monies received from any liquidator trustee receiver or out of any
     composition or arrangement or from any supervisor thereof until all the
     obligations of the Tenant and the Guarantor hereunder owed to the
     Landlord have been fully and unconditionally fulfilled and discharged

(10) This guarantee and indemnity shall enure for the benefit of the
     Landlord's successors in title under this lease without the necessity for
     any assignment thereof

(11) While Donaldson, Lufkin & Jenrette International Limited remains the
     Tenant this guarantee and indemnity shall only apply if and for so long
     as the total shareholders funds and reserves of Donaldson, Lufkin &
     Jenrette International Limited are or fall below the value of Fifty
     million pounds ((pounds sterling)50,000,000) AND Donaldson, Lufkin &
     Jenrette International Limited and Donaldson, Lufkin & Jenrette Inc.
     shall notify the Landlord at the beginning of each period in which this
     guarantee and indemnity applies and again when it ceases to apply AND for
     the avoidance of doubt this guarantee (subject to compliance by the
     Tenant with clause 4(15)) shall automatically cease on any lawful
     assignment of this lease (but without prejudice to either party's rights
     against the other in respect of any antecedent breaches of this lease)
     unless in the circumstances contemplated by clause 4(15)(g)(ii)(b) it is
     reasonable for Donaldson, Lufkin & Jenrette Inc. to remain the guarantor
     hereunder of the liabilities of Donaldson, Lufkin & Jenrette International
     Limited PROVIDED FURTHER that Donaldson, Lufkin & Jenrette Inc shall in
     such circumstances automatically be released on a second assignment of
     this lease

                                      35
<PAGE>


11.   STAMP DUTY CERTIFICATE

      It is hereby certified that there is no agreement for lease to which
this lease gives effect

IN WITNESS whereof this Deed has been executed by the parties hereto and is
intended to be and is hereby delivered on the date first above written

                                      36
<PAGE>

                                  SCHEDULE 1

                                (THE PREMISES)

ALL THOSE office premises situate on the twenty-fifth floor and being part of
the Building which are shown on the Plans and thereon verged red for
identification purposes only ALL which premises include:-

(a)  the plaster linings and other interior coverings and facing materials of
     all walls and of any columns within or bounding the said premises

(b)  the screed the raised floor the fixed and unfixed floor coverings and all
     materials lying between the upper surface of the structural floor slab
     and the raised floor surface

(c)  the ceilings including all materials forming part of them lying and the
     void space (if any) above such ceilings but below the lower surface of
     the structural ceiling slab

(d)  all non-load bearing walls lying within the said premises

(e)  all plant and other apparatus and conducting media which are designed to
     serve the said premises exclusively including any which the Landlord may
     permit under clause 4(14) and whose operation does not have any impact on
     the central building systems

(f)  the following items supplied and fitted by the Landlord:-

     (i)  venetian horizontal perforated blinds on the inside of the external
          windows of the Premises

     (ii) electricity check meter

but exclude:-

(i)  all Service Media and Landlord's Services Equipment and

(ii) the load bearing structure of the Building including the load bearing
     structure of the roofs foundations external and internal walls and
     columns and the structural slabs of the ceilings and floors and

(iii)the external surfaces of the Building and the whole of the window
     glazing and window frames and other fenestration units constructed in the
     external walls and in the other boundaries of the said premises

                                  SCHEDULE 2

                        (EASEMENTS AND RIGHTS GRANTED)

1.   The right in connection with the Permitted Use subject to the provisions
     of clause 7(3) and subject to compliance with all reasonable rules and
     regulations in connection with the exercise of such right as may be
     prescribed from time to time by the Landlord:-

     (1)  for the Tenant its employees servants and duly authorised agents
          invitees and visitors for the purpose only of ingress and egress to
          and from the Premises to use the Common Parts and to use all means
          of escape but only when needed in an emergency and

     (2)  to use the Service Media

                                      37
<PAGE>


2.   The right of support shelter and protection for the Premises from any
     adjoining or neighbouring parts of the Building as enjoyed by the
     Premises at the date of this lease

3.   The right to have displayed the name or trading style of the Tenant and
     any authorised sub-tenants or permitted occupiers (subject to a maximum
     of four names at any particular time) on the signboard in the entrance
     lobby of the Building provided by the Landlord pursuant to paragraph 14
     of Part I of schedule 6 and the right to install a sign displaying the
     name of the Tenant at the entrance to the Premises the precise location
     size and style of such sign to be subject to the approval of the Landlord
     (such approval not to be unreasonably withheld or delayed)

4.   The right to install a supplementary air conditioning system and UPS
     within the 14th floor plant area in the Building in a manner and in a
     location to be approved by the Landlord such approval not to be
     unreasonably withheld or delayed (in accordance with the provisions of
     clause 4(12)) and a right of access to such 14th floor plant area at all
     reasonable times on reasonable prior notice (save in the case of
     emergency) for repair and maintenance and PROVIDED that on determination
     of the Term the Tenant shall remove any such installation and reinstate
     the plant room area to the reasonable satisfaction of the Landlord
     (making good all damage caused in such removal)

5.   The right to use and to have reasonable access for repair and maintenance
     (on reasonable prior written notice to the Landlord) those works or
     installations within or on the Building (but outside the Premises) for
     which consent has been given pursuant to the Agreement for Initial
     Alterations

6.   The exclusive right to use the lavatories on the same floor as the
     Premises subject to the Tenant being responsible for all elements of
     Service Cost relating to such toilets should any other tenant of
     accommodation in the Building object to meeting any proportion of Service
     Cost in relation to such facilities (on the basis of such exclusive use)

                                  SCHEDULE 3

                         (EXCEPTIONS AND RESERVATIONS)

1.   The right to build alter or extend (whether vertically or laterally) any
     building notwithstanding that the access of light and air or either of
     them to the Premises and the lights windows and openings thereof may be
     affected

2.   The right at reasonable times on reasonable prior written notice (except
     in an emergency where no notice need be given) to enter upon the Premises
     as often as may be necessary for the purpose of complying with the
     covenants of the Head Lease for all the purposes for which the Tenant
     covenants in this lease to permit entry and for all purposes in
     connection with the carrying out of the Services and for the purposes of
     complying with any statutory requirements

3.   The right to use and to construct inspect maintain repair divert and
     otherwise alter stop up and relay and to make connections to any Service
     Media in on or under the Premises at any time during the Term for the
     benefit of any other part of the Building or any adjacent or neighbouring
     land

4.   The right to erect and maintain scaffolding on or against any part of the
     Building so long as reasonable and sufficient means of access to and
     egress from and servicing the Premises are maintained

                                      38
<PAGE>


5.   All rights of light air and other easements and rights (but without
     prejudice to those expressly granted by this lease) enjoyed by the
     Premises from or over any other part or parts of the Building or any
     adjacent or neighbouring land

6.   The right of support protection and shelter for the benefit of other
     parts of the Building from the Premises

7.   The right for one or more members of any security staff employed by the
     Landlord or its agents at any time or times on reasonable prior notice
     (save in the case of emergency where no notice is required) to enter the
     Premises if it shall be considered necessary or desirable so to do in
     connection with the security of the Building

8.   The right for the tenant or occupier of any other part of the Building
     authorised by the Landlord having first given reasonable written notice
     to the Tenant at reasonable times in the daytime and at any time and
     without notice in case of emergency to enter the Premises for the purpose
     of repairing that other part of the Building making good any damage so
     caused to the reasonable satisfaction of the Tenant

9.   The rights reserved to the Superior Landlord (by covenant or by express
     reservation) in the Head Lease

PROVIDED ALWAYS THAT if the Landlord or its employees or the persons
authorised by the Landlord exercises any of the rights by carrying out work on
the Premises it shall cause as little inconvenience as possible and as soon as
reasonably practicable make good any damage caused to them unless the right
has been exercised because of some breach by the Tenant or by any person
claiming through it

                                  SCHEDULE 4

               (THE FIRST RESERVED RENT AND THE REVIEW THEREOF)

1.   In this schedule the following expressions have the respective specified
     meanings:-

     (1)  "Current Rent" means the amount of the yearly rent first reserved by
          this lease payable immediately before the relevant Review Date

     (2)  "Review Rent" means the yearly market rent which might reasonably be
          expected to be payable following the expiry of any period at the
          beginning of the term which might be negotiated in the open market
          for the purposes of fitting out during which no rent or a
          concessionary rent is payable or following the payment of any
          capital sum or fitting out contribution which might be negotiated in
          the open market for the purposes of fitting out (and on the
          assumption that the lessee has had the benefit of such rent free or
          concessionary rent period or capital sum or fitting out contribution
          and has used the same fully to fit out the Premises for the
          Permitted Use to the lessee's particular requirements) if the
          Premises had been let in the open market by a willing lessor to a
          willing lessee with vacant possession on the relevant Review Date
          without fine or premium for a term often years computed from the
          relevant Review Date taking into account the lessee's right at the
          expiration of the term to be granted a new tenancy under Part II
          Landlord and Tenant Act 1954 and otherwise upon the provisions (save
          as to the amount of the rent first reserved by this lease but
          including the provisions for rent review at five-yearly intervals)
          contained in this lease and on the assumption if not a fact that the
          said provisions have been fully complied with and on the further
          assumptions that:-

                                      39
<PAGE>


          (a)  the Permitted Use and the Premises comply with Planning Law and
               every other Enactment free from any onerous condition
               restriction and limitation and that the lessee may lawfully
               implement and carry on the Permitted Use

          (b)  no work has been carried out to the Premises which has
               diminished their rental value

          (c)  in case the Building or any part of it has been destroyed or
               damaged it has been fully restored

          (d)  the Premises have been fitted out to no less standard than that
               set out in the Reinstatement Specification

          but disregarding any effect on rent of:-

          (i)  the fact that the Tenant or any underlessee or other permitted
               occupier or their respective predecessors in title has been or
               is in occupation of the Premises

          (ii) any goodwill attached to the Premises by the carrying on in
               them of the business of the Tenant or any underlessee or their
               respective predecessors in title or other permitted occupier

          (iii) (without prejudice to paragraphs 1(2)(b) and 1(2)(c) of this
               schedule) any works carried out to the Premises during the Term
               by the Tenant or any permitted underlessee in either case at
               its own expense in pursuance of a licence granted by the
               Landlord where required and otherwise than in pursuance of any
               obligation to the Landlord

          (iv) the works carried out to the Premises by the Tenant or carried
               out by the Landlord at the expense of the Tenant pursuant to
               the Agreement for Initial Alterations

     (3)  "Review Surveyor" means an independent chartered surveyor appointed
          pursuant to paragraph 3(1) of this schedule and if to be nominated
          by or on behalf of the President for the time being of the Royal
          Institution of Chartered Surveyors the said President to be
          requested to nominate an independent chartered surveyor having not
          less than ten years practice in the City of London next before the
          date of his appointment and recent substantial experience in the
          letting and valuation of office premises of a similar character and
          quality to those of the Premises and who is a partner or director of
          a leading firm or company of surveyors having specialist market and
          valuation knowledge of such premises

2.   The yearly rent first reserved and payable from each Review Date until
     the next following Review Date or (in the case of the period commencing
     on the last Review Date during the Term) until the expiry of the Term
     shall be the higher of:-

     (1)  the Current Rent (ignoring for this purpose any rent cesser pursuant
          to clause 7(5)) and

     (2)  the Review Rent

                                      40
<PAGE>


3.   If the Landlord and the Tenant shall not have agreed the Review Rent by
     the date three months before the relevant Review Date it shall (without
     prejudice to the ability of the Landlord and the Tenant to agree it at
     any time) be assessed as follows:-

     (1)  the Review Surveyor shall (in the case of agreement about his
          appointment) be forthwith appointed by the Landlord or the Tenant to
          assess the Review Rent or (in the absence of agreement at any time
          about his appointment) be nominated to assess the Review Rent by or
          on behalf of the President for the time being of The Royal
          Institution of Chartered Surveyors on the application of the
          Landlord or the Tenant

     (2)  Unless the Landlord and the Tenant agree that the Review Surveyor
          shall act as an expert (which after the appointment has been made
          they may not do save with the consent also of the Review Surveyor)
          he shall act as an arbitrator and the arbitration shall be conducted
          in accordance with the Arbitration Acts 1950 and 1979

     (3)  If the Review Surveyor is appointed as an expert he shall be
          required to give notice to the Landlord and the Tenant inviting each
          of them to submit to him within such time limits as he shall
          stipulate a proposal for the Review Rent supported (if so desired by
          the Landlord or the Tenant) by any or all of:-

          (i)  a statement of reasons

          (ii) a professional rental valuation and (separately and later)

          (iii) submissions in respect of each other's statement of reasons
               and valuation

          but he shall not be bound thereby and shall make the determination
          in accordance with his own judgment (including any determination
          concerning any party's liability for the costs of the reference to
          him) save in respect of points of law

     (4)  If the Review Surveyor whether appointed as arbitrator or expert
          refuses to act or is or becomes incapable of acting or dies the
          Landlord or the Tenant may apply to the President for the further
          appointment of another Review Surveyor

4.   If the Review Rent has not been agreed or assessed by the relevant Review
     Date the Tenant shall:-

     (1)  continue to pay the Current Rent on account and

     (2)  pay the Landlord within seven days after the agreement or assessment
          of the Review Rent the amount (if any) by which the Review Rent for
          the period commencing on the relevant Review Date and ending on the
          quarter day following the date of payment exceeds the Current Rent
          paid on account for the same period plus interest at three per cent
          below the Interest Rate for each installment of rent due on and
          after the relevant Review Date on the difference between what would
          have been paid on that rent day had the Review Rent been fixed and
          the amount paid on account (the interest being payable from the date
          on which the installment was due up to the date of payment of the
          shortfall)

5.   If any Enactment restricts the right to review rent or to recover an
     increase in rent otherwise payable then when the restriction is released
     the Landlord may at any time within six months after the date of release
     give to the Tenant not less than one month's

                                      41

<PAGE>


     notice requiring an additional rent review as at the next following
     quarter day which shall for the purposes of this lease be a Review Date

                                  SCHEDULE 5

                             (THE SERVICE CHARGE)

1.   In this schedule:

     "ACCOUNTING PERIOD" means the period from and including 1st January to
     and including 3 1st December in any year or such other period of twelve
     months as the Management Company shall reasonably determine from time to
     time

     "EXPERT" means a chartered surveyor experienced in the administration
     and apportionment of service charges for buildings similar to the
     Building as agreed upon by the Management Company and the Tenant or on
     failure to agree appointed at the request of either party by the
     President Provided that where an Expert has previously been agreed or
     appointed in relation to any matter in connection with the Service Cost
     or the allocation of the Service Cost between the tenants of the Building
     (whether or not pursuant to the terms of this Underlease) the Management
     Company or the Tenant shall be entitled if reasonable to require that the
     same Expert be appointed

     "INTERIM SUM" means a fair and reasonable yearly sum assessed by the
     Management Company acting reasonably on account of the Service Charge for
     each Accounting Period being a fair and reasonable estimate of the
     Service Charge payable by the Tenant in respect of that Accounting Period

     "RESERVE" means the total of the amounts received by the Management
     Company in respect of the matters referred to in paragraph 2(B) of this
     schedule

     "SERVICE CHARGE" means the proportion or proportions of the Service Cost
     attributable to the Premises determined in accordance with the provisions
     of this schedule payable from the date hereof

     "SERVICE CHARGE CERTIFICATE" means a certificate showing the Service Cost
     and Service Charge for each Accounting Period served pursuant to
     paragraph 5 of this schedule and prepared by the Management Company's
     surveyor or auditor

     "SERVICE COST" means the total sum calculated in accordance with
     paragraph 2 of this schedule

2.   The Service Cost shall be the total of:-

     (A)  the reasonable cost properly incurred by the Management Company in
          any Accounting Period in carrying out or procuring the carrying out
          of the Services and providing each item of the Services including
          (without prejudice to the generality of the foregoing) the costs and
          expenses set out in Part II of schedule 6 (insofar as the same are
          reasonable and properly incurred) and any other reasonable costs and
          expenses properly incurred by the Management Company or with the
          Management Company's authority in connection with the Services but
          excluding for the avoidance of doubt

          (i)  any costs attributable to the provision of any of the Services
               outside Normal Business Hours at the specific request of the
               Tenant (which shall

                                      42

<PAGE>


               be charged direct to the Tenant) or of any other tenant or
               tenants of the Building and

          (ii) any Value Added Tax which the Management Company may incur
               of and incidental to the provision of the Services and which is
               recoverable as input tax by the Management Company

         (iii) any cost or expense incurred in making good any damage caused
               by any of the Insured Risks

     (B)  an amount (to be revised annually by the Management Company at its
          reasonable discretion) to be charged in any Accounting Period as a
          contribution to the establishment and maintenance of a reserve
          towards the estimated cost to the Management Company of the
          provision of the Services such amount to be ascertained on the
          assumption (inter alia) that the cost of replacement of items of
          plant machinery equipment and other capital items is calculated on
          such life expectancy of the said items as the Management Company may
          from time to time reasonably determine to the intent that a fund be
          accumulated sufficient to cover the cost of replacement of the said
          items by the end of their anticipated life

     PROVIDED THAT nothing herein contained shall oblige the Management
     Company to maintain the Reserve or a reserve sufficient to cover the
     whole of the cost of replacement of any plant machinery equipment or
     other capital items and provided further that any expenditure on any
     items in respect of which any sums shall have been included in the
     Reserve during an Accounting Year shall at the Management Company's
     reasonable discretion as to the amount thereof if any be met out of the
     Reserve AND PROVIDED THAT in respect of any costs or expenses not
     incurred exclusively in connection with the provision or carrying out of
     the Services a fair proportion only of such costs and expenses shall be
     included in the Service Cost

3.   (A)  The Service Charge payable by the Tenant for any Accounting
          Period shall be a fair proportion of the Service Cost attributable
          to the Premises from time to time as properly determined by the
          Management Company (and so in proportion for any Accounting Period
          not falling wholly within the Term the Service Cost in any such case
          being deemed to accrue on a day to day basis for the purpose of
          apportionment)

     (B)  If at any time and from time to time during the Term the method or
          basis of calculating or ascertaining the cost of any item of the
          Services shall alter or the basis of calculating or ascertaining the
          Service Cost in relation to any item of the Services shall change
          and as a result it is reasonable that there be an alteration or
          variation of the calculation of the Service Charge in order to
          achieve a fairer and better apportionment of the Service Cost
          amongst the tenants of the Building then and in every such case the
          Management Company shall vary and amend the Service Charge and make
          appropriate adjustments thereto provided always that in the event of
          any dispute between the Management Company and the Tenant and the
          other tenants of the Building or any of them the same shall be
          referred to the Expert for determination (the Expert to act as an
          expert and not as an arbitrator) whose decision shall save in the
          case of manifest error be binding on the parties (including his
          decisions as to the responsibility for his costs)

     (C)  The fair proportion to be determined by the Management Company in
          paragraph 3(A) above shall be determined on the basis that all
          accommodation within the

                                      43

<PAGE>


          Building let or occupied or designed contracted or adapted for
          letting or occupation (other than management accommodation) is fully
          let on terms which include service charge provisions consistent with
          the service charge provisions contained in this lease (save where
          otherwise specified herein) and such proportion shall not be
          increased or altered by reason of the fact that at any time any part
          of such accommodation may be vacant or that any tenant or other
          occupier of any other part of the Building may default in payment of
          its due proportion of the Service Cost

4.   (A)  The Tenant shall pay to the Management Company the Interim Sum
          without deduction by equal quarterly instalments in advance on the
          usual quarter days unless the Management Company shall reasonably
          anticipate that amounts to be incurred during the year immediately
          next following are anticipated as being incurred in accordance with
          a programme of non equal expenditure in which event the Management
          Company shall serve notice to such effect upon the Tenant and shall
          thereupon be entitled to require amounts of the Interim Sum to be
          paid by advance quarterly instalments of unequal amounts reasonably
          stipulated by the Management Company

     (B)  The Management Company shall be entitled to require as part of the
          Interim Sum payments in advance on account of the cost of the
          consumption of and supply charges in respect of electricity consumed
          within the Premises (save for any amounts which are invoiced
          directly by London Electricity plc to the Tenant) such sums not to
          exceed a fair and proper estimate of amounts reasonably anticipated
          by the Management Company as falling due within the next quarter

     (C)  If the Tenant consistently requests the provision of any of the
          Services outside Normal Business Hours the Management Company shall
          be entitled in addition to require the Tenant to pay along with
          payments of the Interim Sum a fair and proper estimate of amounts
          likely to be payable by the Tenant in the next quarter on account of
          such Services in accordance with the terms of this lease

     (D)  The Interim Sum for the Accounting Period ending 31st December 1996
          shall be pounds sterling 74,000

     (E)  Either before or as soon as practicable after the commencement of
          every Accounting Period the Management Company shall serve or cause
          to be served on the Tenant written notice of the Interim Sum for the
          relevant Accounting Period Provided that without prejudice to the
          provisions of paragraphs 6 and 7 of this schedule if the written
          notice aforesaid shall be served after the first occurring quarter
          day in the relevant Accounting Period the Tenant shall until service
          of the written notice aforesaid make payments on account of the
          Interim Sum for the relevant Accounting Period on the days and in
          the manner provided by sub-paragraph (A) of this paragraph of this
          schedule at an annual rate equal to the Interim Sum for the
          immediately preceding Accounting Period

5.   (A)  As soon as practicable after the expiry of every Accounting
          Period (and in any event within 4 months after such expiry) the
          Management Company shall serve or cause to be served a Service
          Charge Certificate on the Tenant for the relevant Accounting Period

                                      44
<PAGE>


     (B)  A Service Charge Certificate shall contain a summary of the Service
          Cost in respect of the Accounting Period to which it relates and the
          relevant calculations showing the Service Charge

     (C)  The Tenant may request further details of the breakdown of the
          expenditure under any particular item or items shown in a Service
          Charge Certificate by giving notice thereof in writing to the
          Management Company within three months of the date of service on the
          Tenant of the relevant Service Charge Certificate and upon receipt
          of such a notice the Management Company shall furnish to the Tenant
          all such relevant details in its possession or control or which can
          reasonably be obtained by it as relate to the expenditure under the
          item or items in question at the cost of the Tenant (include all
          books of account receipts demands and invoices) PROVIDED ALWAYS that
          notwithstanding the giving of any such notice the Tenant shall
          nevertheless pay all Interim Sums and Service Charges as and when
          they fall due or as may be underpaid from time to time (but without
          prejudice to any challenge claim or dispute that the Tenant may have
          made or may make in the future in respect of its Service Charge
          liability or otherwise)

6.   Within fourteen days after the service on the Tenant of a Service Charge
     Certificate showing that the Service Charge for any Accounting Period
     exceeds the Interim Sum for that Accounting Period the Tenant shall
     (without prejudice to any challenge claim or dispute as aforesaid) pay to
     the Management Company or as it shall direct a sum equal to the amount by
     which the Service Charge exceeds the Interim Sum provided that and the
     Tenant hereby acknowledges that if there shall be any such excess in
     respect of the Accounting Period the amount of such excess shall be a
     debt due from the Tenant to the Management Company and in the event that
     such excess is not received in cleared funds by the Management Company
     within 14 days of the due date for payment it shall attract interest at
     the Interest Rate calculated for the period commencing on the due dates
     for payment and ending on the date the sum is subsequently received by
     the Management Company notwithstanding that the Term may have expired or
     been determined before the service by or on behalf of the Management
     Company of the relevant Service Charge Certificate

7.   If in any Accounting Period the Service Charge is less than the Interim
     Sum for that Accounting Period a sum equal to the amount which the
     Interim Sum exceeds the Service Charge shall be accumulated by the
     Management Company and shall be applied in or towards the Service Charge
     for the next following Accounting Period or Accounting Periods or at or
     after the end of the Term repaid to the Tenant within 14 days after
     preparation of the Service Charge Certificate and the event that the
     excess is not received by the Tenant on the due date for payment it shall
     attract interest at the Interest Rate for the period commencing as the
     due date for payment and ending on the date that the sum due is received
     in cleared funds by the Tenant

8.   Unless challenged by the Tenant pursuant to the provisions of paragraph 9
     of this schedule every notice certificate calculation determination or
     assessment made by or on behalf of the Management Company referred to in
     this schedule shall (save where a manifest error appears) be conclusive
     and binding upon the parties hereto

9.   The Tenant (acting reasonably) may at any time within six months after
     the submission of a Service Charge Certificate challenge it on any
     reasonable ground (including without limitation on the ground that the
     Service Charge therein stated exceeds the Service Charge which should
     have been payable had the provisions of this lease been properly



<PAGE>


     adhered to) Provided that the Tenant gives notice with full particulars
     of its ground of alleged challenge and in any such case:

     (A)  any sum due to or payable by the Management Company pursuant to
          paragraphs 6 and 7 above shall still be paid or allowed pending
          resolution of the Tenant's challenge as if the Service Charge
          Certificate were correct

     (B)  the Management Company and the Tenant shall endeavour to resolve the
          relevant issue but if they cannot do so the issue in dispute shall
          be referred to the Expert (acting as an expert and not an
          arbitrator) whose decision shall save in the case of manifest error
          be binding on the parties (including his decision as to the
          responsibility for his costs)

     (C)  such adjustments to the Service Charge Certificate as may be
          required to be made in consequence of the resolution of the
          dispute shall be paid as soon as reasonably practicable after such
          resolution and any sum due to or payable by the Management Company
          shall then be paid or allowed (as the case may be) immediately
          together with interest at three per cent below the Interest Rate
          on such sum during the period which it has been underpaid or
          overpaid

10.  All sums obtained from the Tenant and any other tenants or occupiers of
     the Building towards the Service Cost and sums collected in respect of
     the Reserve shall each be placed in separate interest bearing designated
     deposit accounts to be applied only towards the cost of providing the
     Services and all interest accrued on such deposit account shall be
     credited (net of tax) to the account

11.  The Management Company will account to the Landlord as soon as
     practicable following expiry of each Accounting Period for that part of
     the Service Charge which relates to costs directly incurred by the
     Landlord and not by the Management Company including (but not limited to)
     the costs referred to in paragraphs 5 7 8 9 and 12 of Part II of schedule
     6

12.  If in the Management Company's reasonable discretion any of the Services
     have to be provided to a greater extent (or the cost of provision of such
     Services is greater) than would normally apply in the context of the
     general management of the Building in accordance with this lease as a
     result either:-

     (a)  of a specific request by the Tenant (with or without other tenants
          or occupiers of accommodation in the Building); or

     (b)  where such provision is required in the interests of good estate
          management as a result of any acts or omissions of the Tenant in
          relation to its use and occupation of the Premises

     then the Management Company shall be entitled to require the Tenant to
     meet the cost of such provision (or a fair proportion thereof determined
     by the Management Company) within 10 working days following a demand by
     the Management Company


<PAGE>


                                   SCHEDULE 6

                                  (SERVICES)

                                     PART I

1.   Inspecting maintaining repairing amending altering and (where consistent
     with an obligation to repair) rebuilding and renewing and where
     appropriate treating washing down painting and decorating all load
     bearing and other structural parts of the Building and the relevant parts
     of it described in paragraphs (ii) and (iii) of schedule 1

2.   Inspecting servicing maintaining operating and repairing and (where
     consistent with an obligation to repair) renewing amending overhauling
     and replacing the Landlord's Services Equipment and all other apparatus
     plant machinery and equipment within the Building (if any) from time to
     time excluding any "stand alone" systems installed by the Tenant or any
     other tenant or occupier of the Building

3.   Inspecting servicing maintaining operating repairing cleansing emptying
     amending altering and renewing overhauling and replacing all Service
     Media

4.   Keeping the Common Parts and the car park within the Building properly
     cleansed decorated treated maintained and lit to such standard as the
     Management Company may from time to time consider adequate but the Common
     Parts and the car park shall be operational 24 hours a day 7 days a week

5.   Providing such mechanical ventilation heating and (if deemed reasonably
     desirable by the Management Company) cooling for such parts of the
     Building and for such hours and times of the year (subject to clause 6)
     as the Management Company shall in its discretion reasonably determine
     save that such mechanical ventilation heating and cooling for the lifts
     lobby and entrance halls and toilets shall be provided throughout Normal
     Business Hours and at the request of the Tenant outside those hours
     subject to the Outside Normal Business Hours Charge

6.   Providing and maintaining at the Management Company's discretion any
     furniture architectural or ornamental features or murals and any
     horticultural displays plants shrubs trees or garden area in the Common
     Parts and maintaining the same

7.   Supplying whether by purchase or hire and maintaining (and where
     consistent with an obligation to repair) renewing replacing repairing
     servicing and keeping in good and serviceable order and condition all
     fixtures and receptacles appliances materials equipment plant and other
     things which the Management Company may reasonably deem desirable or
     necessary for the maintenance appearance upkeep or cleanliness of the
     Building or any part of it or otherwise in connection with the provision
     of the Services

8.   Cleaning as frequently as the Management Company shall in its reasonable
     discretion consider adequate the exterior and interior of all window
     glazing and window frames and other fenestration units in the Common
     Parts and the outside of the window glazing referred to in paragraph
     (iii) of schedule 1 and the maintenance cleansing repair inspection and
     (where necessary) renewal or replacement of all window cleaning) cradles
     carriageways and runways

9.   Providing a security service 24 hours a day to the Common Parts
     (including the ground floor entrance hall at times when receptionists are
     not present) and the car park within the Building including where
     reasonably appropriate in the Management Company's


                                      47
<PAGE>


     judgment closed circuit television and/or other plant and equipment for
     the purpose of surveillance and supervision of users of the Building

10.  Disposing of refuse from the Building (including collecting and
     compacting or otherwise treating or packaging as the Management Company
     reasonably thinks fit such refuse and if necessary pest control) and (and
     where consistent with an obligation to repair) the provision repair
     maintenance and renewal of any plant and equipment in connection
     therewith

11.  Maintaining 24 hours a day 7 days a week an adequate supply of hot and
     cold water and supplying washing and toilet requisites in the lavatory
     accommodation in the Building

12.  Such rodent or other pest control in the Building as the Management
     Company shall reasonably consider necessary or desirable

13.  Providing one or more receptionists and/or security in the ground floor
     entrance hall of the Building 24 hours a day 7 days a week

14.  Providing and maintaining a signboard in the entrance lobby of the
     building for the display of tenants' names

15.  Controlling so far as practicable 24 hours a day 7 days a week traffic
     flow within the car park in the Building and traffic 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

16.  Providing and maintaining a post room facility for the reception of mail
     to the Building

17.  Complying with the obligations on the part of the tenant contained in the
     Head Lease save for the payment of rent

18.  Complying with the obligations set out in clause 6

19.  Any other services relating to the Building or any part of it provided by
     the Management Company from time to time which shall be:-

     (1)  reasonably capable of being enjoyed by the occupier of the Premises
          or

     (2)  reasonably calculated to be for the benefit of the Tenant and other
          tenants of the Building or

     (3)  appropriate for the maintenance upkeep or cleanliness of the
          Building or

     (4)  otherwise in keeping with the principles of good estate management

      PROVIDED ALWAYS that

     (i)  Where in this schedule there are references to matters or things
          which are then stated to include certain particular matters or
          things which are not also stated to be without prejudice to the
          generality of the wording preceding it nevertheless the reference to
          the particular matters or things shall be deemed to be and in each
          case shall be without prejudice to the generality of the wording
          preceding it

     (ii) The Management Company shall subject to clause 6 when reasonable
          have the right to cease or to procure the cessation of the provision
          of or add to or procure

                                      48

<PAGE>


          the addition to any item of Services matter or thing specified in
          this schedule if the Management Company shall having regard to the
          principles of good estate management reasonably deem it desirable or
          expedient so to do but before so doing the Management Company shall
          notify all the tenants in the Building but in the event of any
          failure of any of the Services shall use all reasonable endeavours
          to restore the said Service

    (iii) The Management Company or the managing agents may temporarily
          withdraw any item of Services matter or thing specified in this
          schedule if in their reasonable opinion such withdrawal is in the
          interest of good estate management or if such withdrawal is due to
          circumstances beyond the control of the Management Company

                                    PART II

1.   All fees and disbursements of any individual or firm or company employed
     or retained by or on behalf of the Management Company or its agents
     (including without limitation managing agents fees) for or in connection
     with:-

     (1)  any surveying or accounting functions for the Building and

     (2)  the performance of the Services or any of them and any other duties
          in or about the Building or any part of it relating to the general
          management administration security maintenance protection and
          cleanliness of the Building

2.   The reasonable fees of the Management Company for any of the Services or
     for the functions and duties referred to in paragraph 1 of this Part of
     this schedule which shall be undertaken by the Management Company and not
     by a third party

3.   The cost (in addition to any fees referred to in paragraph 2 and where
     the context permits paragraph 1 of this Part of this schedule) of
     employing (whether by the Management Company or any managing agents or
     any other individual or firm or company) such staff as the Management
     Company may in its reasonable discretion consider appropriate for the
     performance of the Services and the functions and duties referred to in
     paragraph 1 of this Part of this schedule and all other incidental
     expenditure in relation to such employment including without prejudice to
     the generality of the foregoing:-

     (1)  salaries wages pensions and pension contributions benefits in kind
          and other emoluments and National Insurance and other statutory
          contributions or levies

     (2)  the provision of uniforms and working clothing

     (3)  the provision of vehicles tools appliances cleaning and other
          material fixtures fittings and other equipment for the proper
          performance of their duties and a store for housing the same and

     (4)  a reasonable notional rent for any premises reasonably provided rent
          free for every such person's use occupancy or residence

4.   The cost of entering into any contracts for the carrying out of all or
     any of the Services

5.   All rates taxes assessments duties charges impositions and outgoings
     which are now or during the Term shall be charged assessed or imposed
     on:-

     (1)  the whole of the Common Parts or any part of them

                                      49
<PAGE>


      (2)   any residential accommodation provided for caretakers and other
            staff employed in connection with the Building and any other
            premises provided as referred to in paragraph 3(4) of this Part of
            this schedule

     excluding any tax (other than VAT) payable by the Landlord as a direct
     result of any actual or implied dealing with the reversion of any Lease
     or of the Landlord's receipt of income

6.   The cost of the supply of water electricity gas oil and other fuel for
     the provision of the Services and the cost of any electricity generating
     transforming monitoring metering and distribution plant machinery and
     equipment in or servicing the Building

7.   The cost which the Landlord may be called upon pursuant to any Enactment
     to pay as a contribution towards the expense of making repairing
     maintaining rebuilding and cleansing any ways roads pavements or
     structures Service Media or anything which may belong to or be used for
     the Building or any part of it exclusively or in common with other
     neighbouring or adjoining premises

8.   The cost of taking all steps deemed desirable or expedient by the
     Landlord and/or the Management Company for complying with or making
     representations against or otherwise contesting the incidence of the
     provisions of any Enactment relating to or alleged to relate to the
     Building or any part or it for which any tenant is not directly and
     exclusively liable

9.   The cost to the Landlord and/or the Management Company of abating any
     nuisance in respect of the Building or any part of it insofar as the same
     is not the liability of any tenant

10.  Any interest and fees incurred in respect of money borrowed in unforeseen
     or emergency circumstances to finance the provision of the Services and
     the costs referred to in this Part of this schedule or any of them

11.  Any VAT (or any tax of a similar nature which may be substituted for or
     levied in addition to it) incurred by the Management Company on any other
     amount comprised in the Service Cost save to the extent that the
     Management Company obtains credit for such VAT incurred by the Management
     Company pursuant to sections 24 25 and 26 Value Added Tax Act 1994 or any
     regulations made thereunder

12.  A reasonable notional rent for any management accommodation provided
     within the Building to facilitate the provision of the Services

13.  All other reasonable actual costs properly incurred in connection with
     the provision of the Services

                                  SCHEDULE 7

                   (MATTERS TO WHICH THE DEMISE IS SUBJECT)

1.   The entries on the registers of Title Number NGL272172 as at the date
     hereof

2.   Agreement dated 24th November 1995 between The Prudential Assurance
     Company Limited (1) 99 Bishopsgate Limited (2) The Scottish Amicable Life
     Assurance Society (3)

                                      50
<PAGE>


                                   SCHEDULE 8

                         PROVISIONS FOR VAT INDEMNITY

                                    PART I

1.   Additional Definitions:

     "TAX CREDIT" means a credit in respect of, or repayment of, input VAT,
     arising by virtue of and determined in accordance with sections 24, 25
     and 26 Value Added Tax Act 1994 and regulation made thereunder

     "TENANT'S AUDITORS" means the auditors for the time being of the Tenant
     provided that they are one of the following firms of accountants -
     Deloitte Touche, Coopers and Lybrand, Ernst & Young, KPMG, Price
     Waterhouse or Arthur Andersen - or such other reputable firm or
     accountants as the Landlord has previously approved for the purpose of
     this schedule 8 (such approval not to be unreasonably withheld or
     delayed).

     "VAT ELECTION" means an election under paragraph 2 of Schedule 10 Value
     Added Tax Act 1994 made by the Landlord or any person of whom the
     Landlord is a "Relevant Associate" within the meaning of paragraph 3(7)
     of Schedule 10 or any other election or voluntary act by the Landlord or
     any person connected with the Landlord (as determined under the
     provisions of Section 839 of the Income and Corporation Taxes Act 1988)
     which results in VAT being payable on the rent first reserved by this
     lease

     "VAT YEAR" means a tax year for Value Added Tax purposes determined in
     accordance with Part XIV of the Value Added Tax Regulations 1995.

     "VAT YEAR CERTIFICATE" means the certificate to be provided by the Tenant
     following the end of the Tenant's VAT Year in the form set out in Part II
     of this Schedule.

2.   Pavment of VAT - no VAT Election

     In the event that the rent first reserved (or any part thereof)
     constitutes consideration for a taxable supply for VAT purposes which
     would be a taxable supply whether or not a VAT Election has effect in
     respect of the Premises, the Tenant shall pay such VAT in addition to the
     rent first reserved without any adjustment of rent first reserved under
     this schedule.

3.   Adjustment of rent first reserved and payment of VAT - VAT Election made

     If and for all periods where the rent first reserved (or any part
     thereof) constitutes consideration for a taxable supply for VAT purposes
     which would not be a taxable supply but for a VAT Election having effect
     in respect of the Premises, the rent first reserved shall be adjusted to
     such amount as when aggregated with that part of the VAT chargeable
     thereon in respect of which the Tenant does not obtain a Tax Credit,
     equals the rent first reserved which would have been paid had no VAT
     Election been made.

4.   Determination of adjustment of rent first reserved

4.1  At least 28 days prior to (a) 29th September 1998 and (b) every
     subsequent anniversary thereof the Tenant shall serve a VAT Year
     Certificate on the Landlord. Where the Tenant has served such VAT Year
     Certificate (or is deemed to have done so pursuant to paragraph 4.2 of
     this Part I below), the Tenant shall pay the amounts (including the VAT)
     stipulated (or deemed to be stipulated) in paragraph 3 of such VAT Year
     Certificate on

                                      51

<PAGE>




     the due date for payment of the next installment of the rent first
     reserved (and on the due date for subsequent instalments), subject
     however to paragraph 4.3 of this Part I below.

4.2  If the Tenant fails to serve a VAT Year Certificate at least 28 days
     prior to the due date for payment of the sum in respect of which
     paragraph 3 above will apply, the Tenant shall be deemed to have served a
     VAT Year Certificate specifying in paragraph 1 thereof the same estimated
     proportion as stated in the previous VAT Year Certificate served, or if
     no previous VAT Year Certificate has been served by the Tenant at any
     time prior to the due date for any VAT Year Certificate an estimated
     proportion of nil per cent. If the Tenant fails to serve a VAT Year
     Certificate on more than one consecutive occasion the Tenant shall be
     deemed, on the second failure and any subsequent failure, until service
     of the next VAT Year Certificate, to have served a VAT Year Certificate
     specifying in paragraph 1 thereof an estimated proportion of nil per
     cent.

4.3  The VAT Year Certificate shall be final and binding unless the Landlord
     notifies the Tenant within 30 days after the date on which a VAT Year
     Certificate has been served that it disputes the VAT Year Certificate on
     the grounds of manifest error. Unless such notification is given, no
     further adjustments (other than those covered by the VAT Year
     Certificate) shall be made in respect of any instalments of rent first
     reserved in the VAT Year covered by the aforementioned VAT Year
     Certificate. Whether or not the Landlord notifies the Tenant that it
     disputes any amount, the Tenant shall pay on the due date for payment of
     the next installment of rent first reserved immediately following the
     service of the VAT Year Certificate to which the dispute relates, the
     amount stipulated in paragraph 3 of the VAT Year Certificate.

4.4  If the Review Rent is not agreed or determined until after a relevant
     Review Date, the amount of any increase to be paid pursuant to paragraph
     2 of schedule 4 of this lease shall (if paragraph 3 above applies at that
     time) be adjusted on the basis of the last VAT Year Certificate. The
     adjustment amount shall be paid at the time when the amount of any
     unadjusted increase would have been due to be paid and the provisions of
     this schedule shall apply as if the amount of the increase were an amount
     to which paragraph 3 of Part I of this schedule 8 applied.

4.5  The Landlord may notify the Tenant in writing at any time within five
     days of the service of any VAT Year Certificate (or within five days of
     the last date on which the Tenant should have served a VAT Year
     Certificate and is therefore deemed to have served one) that it requires
     the Tenant to obtain a certificate from the Tenant's Auditors at the
     Tenant's cost (if adjustments are required following such process) or at
     the Landlord's cost (if no such adjustments are required) in the form set
     out in the VAT Year Certificate. The Tenant's Auditor's certificate shall
     be provided at least eight days prior to the date of payment of the rent
     first reserved to which such certificate relates, together with the
     Tenant's revised VAT Year Certificate (if required in order for the
     Tenant's Auditors to be able to provide a certificate). The Tenant shall
     pay in accordance with paragraph 4.1 above the amount stipulated in
     accordance with paragraph 3 of such VAT Year Certificate (as revised, if
     required) on the date for payment of the rent first reserved

4.6  If adjustments are required pursuant to any VAT Year Certificate as a
     result of the proportion of VAT for which the Tenant has obtained or will
     obtain a Tax Credit differing from the proportion previously taken into
     account in calculation any payment, any such difference shall be taken
     into account (after having determined the amount of rent first reserved
     payable in respect of the next quarter in accordance with paragraph 3
     above) in calculating the next actual payment of rent first reserved
     (either by increase or



<PAGE>


     decrease), the amount of which shall be set out in paragraph 3 of the VAT
     Year Certificate.

4.7  Interest shall be payable at three per cent below the Interest Rate by
     the Landlord and three per cent below the Interest Rate by the Tenant on
     the difference between the amount actually paid pursuant to the relevant
     VAT Year Certificate on the due date for payment of any sum to which
     paragraph 3 of Part I of this schedule 8 applies and the amount which
     should have been paid, from such due date until the date of payment of
     the adjusted amount pursuant to paragraph 4.3. Where the actual amount
     paid (the "Initial Payment") on the due date for payment of any sum was
     subsequently adjusted on payment of any later installment of the rent
     first reserved ("the Adjusted Payment") in accordance with paragraph 4.6
     of Part I of this Schedule 8 and paragraph 3(b) of the VAT Year
     Certificate, the interest shall be calculated on the basis of the
     difference between the Initial Payment and the amount which should have
     been paid pursuant to paragraph 4.1 until the date of the Adjustment
     Payment, and then on the difference between the Adjustment Payment and
     the amount which should have been paid until payment of that amount
     pursuant to paragraphs 4.3.

4.8  Following any assignment of the whole of the Premises, the provisions of
     this schedule 8 shall apply to any new Tenant as if it were the first
     Tenant, and a VAT Notice served by the new Tenant shall not take into
     account any adjustments made, or to be made, in respect of any previous
     Tenant.

5.   Miscellaneous

     The Tenant shall be at liberty to carry on the ordinary course of its
     trade as it wishes and shall not be precluded from proposing or accepting
     a method of attribution designed or maximise its Tax Credit and covenants
     not to enter any arrangement which has the specific purpose of increasing
     the amount by which the rent first reserved is decreased by virtue of
     this schedule 8.

                                      53
<PAGE>


                                    PART II

                              VAT YEAR CERTIFICATE



To:   The Landlord                                 From:       The Tenant

We refer to paragraph 4.3 of Part I of schedule 8 to the Lease dated [   ] made
between 99 Bishopsgate Limited (1) 99 Bishopsgate Management Limited (2)
Hammerson U.K. Properties plc (3) Donaldson Lufkin & Jenrette International
Limited (4) and Donaldson Lufkin & Jenrette Inc. (5) in respect of premises on
[  ] floor of the building known as 99 Bishopsgate London EC2 and pursuant to
that paragraph:

1.   Our VAT Year which included the following quarter days [   ], ended on 
     [             ], ended on [                 ].

     (a)  The part of the VAT charged on the rent first reserved paid in the
          VAT Year for or in respect of which we estimate/have determined (in
          accordance, where relevant, with the return made, or to be made, for
          the prescribed accounting period next following the end of the VAT
          Year) we will be unable to obtain credit or repayment is a
          proportion of [ ] per cent of the total VAT charged.

     (b)  The following Table sets out the part of the VAT charged which was
          expected to be irrevocable during the VAT Year where it has been
          determined on the basis of paragraph 2(a) above that that differs
          from the amount of VAT for or in respect of which we actually
          obtained, or will be able to obtain, credit or repayment.

    Dates   Rent first reserved       Estimate      Adjustment   Determination
    -----   -------------------       ---------     ----------   -------------
                                         *              **            ***


      *     estimate of proportion of VAT for or in respect of which we
            estimated we would be unable to obtain credit or repayment as set
            out initially in VAT Notice.
      **    adjusted estimate of proportion of VAT for or in respect of which
            we estimated we would be unable to obtain credit or repayment as
            set out in subsequent VAT Notice.
      ***   proportion of VAT for or in respect of which we have now
            estimated/determined we shall be unable to obtain credit or
            repayment, in accordance with Sections 24-26 of the Value Added
            Tax Act 1994 and the Value Added Tax Regulations 1995

3.    We request that adjustment is made to the next installment of rent first
      reserved so as to ensure that the amount of rent first reserved payable
      in the VAT Year to which this VAT Year Certificate relates is as
      provided in paragraph 3 of Part I of Schedule 8 to the Lease in
      accordance with the information given in paragraph 2 above

      and we calculate that the next installment of rent first reserved as so
      adjusted shall be pounds sterling [   ] exclusive of VAT and the VAT
      thereon shall be pounds sterling [    ], and that the interest payable
      by the Tenant to the Landlord/Landlord to the Tenant, in accordance with
      paragraph 4.7 of Part I schedule 8 to the Lease shall be pounds sterling
      [            ].

4.   We hereby declare that:

                                     54
<PAGE>


     (a)  we have complied with the covenant imposed upon us by paragraph 6.2
          of Part I of schedule 8 to the Lease;

     (b)  the information contained in this VAT Notice is to the best of our
          knowledge, information and belief complete and accurate;

     (c)  we have made all due returns to the Commissioners of Customs and
          Excise and such returns are complete and accurate in all material
          respects and have been made within the time limits provided by
          statute.


Signed by

an authorised signatory on behalf of the Tenant

The above declaration are, to the best of our knowledge and belief after due
and careful enquiry, true, accurate and complete.

Signed by 

                                      55
Tenant's Auditors


<PAGE>


 THE COMMON SEAL of 99 BISHOPSGATE                 )
 LIMITED was hereunto affixed in the presence of:- )


[SEAL OMITTED]

                                        Director  /s/
  




                                        Director /s/




 THE COMMON SEAL of 99 BISHOPSGATE            )
 MANAGEMENT LIMITED was hereunto              )
 affixed in the presence of:-                 )




[SEAL OMITTED]

                                        Director  /s/
  




                                        Director /s/










 THE COMMON SEAL of HAMMERSON U.K.            )
 PROPERTIES PLC was hereunto affixed in the   )
 presence of:                                 )






[SEAL OMITTED]

                                        Director  /s/
  




                                        Director /s/


                                      56
<PAGE>





<PAGE>


DATED      24th OCTOBER                                      1996
------------------------------------------------------------------------------


                            99 BISHOPSGATE LIMITED

                                      and



                       99 BISHOPSGATE MANAGEMENT LIMITED

                                      and



                         HAMMERSON U.K. PROPERTIES PLC

                                      and

                         DONALDSON, LUFKIN & JENRETTE

                             INTERNATIONAL LIMITED

                                      and

                      DONALDSON, LUFKIN & JENRETTE, INC.



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


                                  UNDERLEASE
                                      of
                Twenty-fourth Floor 99 Bishopsgate London EC2





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








                                       HERBERT SMITH
                                       Exchange House           
                                       Primrose Street
                                       London EC2A 2HS
                                       Tel: 0171-374 8000
                                       Fax: 0171-496 0043
                                       Ref: 129/P17/30608932
<PAGE>


                                TABLE OF CONTENTS

CLAUSE       HEADING                                                      PAGE

1.           Definitions

             Building
             Common Parts
             Development
             Electricity Cost
             Enactment
             Head Lease/Superior Lease
             Insurance Cost
             Insurance Rent
             Insured Risks
             Interest Rate
             Lettable Unit
             Net Internal Area
             Normal Business Hours
             Permitted Part
             Permitted Use
             Planning Law
             Plans
             Premises
             Public Authority

             Services
             Service Media

             Tenant
             Term
             VAT

2.           Interpretation

3.           Demise and Rents

4.           Tenant's Covenants

      (1)    Rent
      (2)    VAT
      (3)    Outgoings
      (4)    Compliance with Enactments
      (5)    Notices
      (6)    Repair
      (7)    Decoration and general condition and servicing
      (8)    Refuse
      (9)    To permit entry
      (10)   Compliance with notices relating to repair or condition
      (11)   Encroachments
      (12)   Alterations and reinstatement
      (13)   Use
      (14)   Signs


<PAGE>


CLAUSE        HEADING                                                       PAGE

      (15)    Alienation
      (16)    Registration
      (17)    Payment of cost of notices consents etc.
      (18)    Machinery
      (19)    Obstruction/overloading
      (20)    Parking/goods delivery
      (21)    Planning Law and compensation
      (22)    Indemnity
      (23)    Defective Premises
      (24)    Insurance and fire fighting equipment
      (25)    Dangerous and contaminative materials
      (26)    Yield up
      (27)    Regulations and covenants
      (28)    Security and access
      (29)    Head Lease
      (30)    Service Charge

5.            Landlord's Covenants

      (1)     Quiet Enjoyment
      (2)     Insurance
      (3)     Head Lease
      (4)     Electricity Provision
      (5)     Management Company access
      (6)     VAT indemnity

6.           Provision of Services

7.            Provisos

      (1)     Forfeiture and re-entry
      (2)     Letting Scheme use and easements
      (3)     Common Parts and Service Media
      (4)     Service of notices
      (5)     Rent cesser
      (6)     Landlord's liability
      (7)     Arbitration fees
      (8)     Rent review memorandum
      (9)     No warranty as to use
      (10)    Disputes
      (11)    Compensation
      (12)    Rateable value appeals
      (13)    No warranty as to security
      (14)    Jurisdiction
      (15)    Overriding lease
      (16)
8.            Landlord's Guarantor

9.            Tenant's option to determine


<PAGE>


CLAUSE       HEADING                                                       PAGE

10.          Guarantee and Guarantor's Indemnity

11.          Stamp Duty Certificate

Schedule 1   Premises

Schedule 2   Easements and rights granted

Schedule 3   Exceptions and reservations

Schedule 4   The first reserved rent and the review thereof

Schedule 5   Service Charge

Schedule 6   Services

Schedule 7   Deeds and documents to which the demise is subject


<PAGE>


                                LEASE PARTICULARS


------------------------------------------------------------------------------
1.    DATE        24th OCTOBER 1996


      THIS LEASE IS AND IS INTENDED TO BE DELIVERED ON THE DATE FIRST
      ABOVE WRITTEN
------------------------------------------------------------------------------

2.    PARTIES


(a)   LANDLORD                  :  99 Bishopsgate Limited


(b)   TENANT                    :  Donaldson, Lufkin & Jenrette international
                                   Limited


(c)   MANAGEMENT COMPANY        :  99 Bishopsgate Management Limited


(d)   LANDLORD'S GUARANTOR      :  Hammerson U.K. Properties plc


(e)   TENANT'S GUARANTOR        :  Donaldson, Luficin & Jenrette, Inc.
---------------------------------------------------------------------------

3.    DEMISED PREMISES          :  ALL THOSE premises on the 24th floor
                                   of the Building shown for identification
                                   only edged red on Plan 1.
---------------------------------------------------------------------------
4.    BUILDING                  :  99 Bishopsgate London EC2
---------------------------------------------------------------------------

5.    CONTRACTUAL TERM AND      :  Commencing on the date hereof and
      TERM COMMENCEMENT            expiring on 23rd October 2011
      AND EXPIRY DATES
---------------------------------------------------------------------------

6.    INITIAL RENT              :  pounds sterling 456,195
---------------------------------------------------------------------------

7.    RENT COMMENCEMENT DATE:      25th March 1998
---------------------------------------------------------------------------

8.    TENANT'S BREAK RIGHT      :  24th October 2008

---------------------------------------------------------------------------
9.    CAPITAL SUM               :  pounds sterling 228,O97.5O inclusive of
                                   VAT        HS.


<PAGE>


THIS UNDERLEASE made the 24th day of October
hundred and ninety six

BETWEEN:-

                               [SEAL OMITTED]

(1)  99 BISHOPSGATE LIMITED whose registered office is at Lo Lam House Kumul 
     Highway Port Vila Vanuatu (Co. Regn. No. 10469) (registered under 
     Section     to  the Companies Act 1985 under company number FC018588 
     whose principal place of business is at 100 Park Lane London W1Y4AR
     (the "LANDLORD")


(2)  99 BISHOPSGATE MANAGEMENT LIMITED whose registered office is at Park
     Lane London WlY 4AR (Co. Regn. No. 3071752) (the "MANAGEMENT COMPANY")

(3)  HAMMERSON U.K. PROPERTIES PLC whose registered office is at 100 Park 
     Lane London WlY 4AR (Co. Regn. No. 298351) (the "LANDLORD'S GUARANTOR")

(4)  DONALDSON, LUFKIN & JENRETTE INTERNATIONAL LIMITED whose registered
     office is at Moorgate Hall 155 Moorgate London EC2M 6XB (Co. Regn.
     2475089) (the "TENANT") and

(5)  DONALDSON, LUFKIN & JENRETTE, INC. a corporation incorporated in the
     State of Delaware United States of America whose address for the purposes
     of this lease is 277 Park Avenue New York New York 10172 (the "GUARANTOR")

WITNESSETH as follows:-

1.    DEFINITIONS

      In this lease the following expressions have the respective specified
      meanings (subject to any particular interpretation required by clause
      2):-

      (1)   "ACTS OF TERRORISM" means any act or omission of any person acting
            on behalf of or in connection with any organisation (or on his own
            behalf) which carries out activities directed towards overthrowing
            or influencing by force or violence Her Majesty's Government in
            the United Kingdom or any other government de jure or de facto

      (2)   "AGREEMENT FOR INITIAL ALTERATIONS" means the agreement of even
            date herewith and made between the Landlord and the Tenant
            governing the initial fitting out of the Premises

      (3)     "BUILDING" means the land (of which the Premises form part)
              having a frontage to the west side of Bishopsgate and a return
              frontage to the south side of Wormwood Street and all buildings
              fixtures and other structures whatsoever from time to time
              thereon and the appurtenances thereof which land (together with
              the building now erected thereon) is known as 99 Bishopsgate
              London EC2 and is for the purpose of identification shown verged
              by a blue line on the Building Plan together with any adjoining
              areas designated by the Landlord or the Management Company

      (4)     "COMMON PARTS" means all parts of the Building which are from
              time to time intended for the common use and enjoyment of the
              tenants and occupiers of the Building and persons claiming
              through or under them (whether or not other



<PAGE>


     parties are also entitled to use and enjoy the same) and reasonably
     designated as such by the Landlord and including without prejudice to the
     generality of the foregoing the pedestrian ways circulation areas lobby
     entrance halls lifts lift shafts fire escapes landings staircases
     passages forecourts car park landscaped areas plant rooms management
     suites and any other areas which are from time to time during the Term
     reasonably provided by the Landlord for common use by or benefit of the
     tenants and occupiers of the Building But excluding (for the avoidance of
     doubt) any premises intended to be let to any party or for occupation by
     the Landlord or the Management Company other than for the provision of
     the Services

(5)  "DEVELOPMENT" has the meaning ascribed to that expression by Planning Law

(6)  "ELECTRICITY COST" means the actual cost to the Landlord of the provision
     of electricity to the Premises for consumption by the Tenant in
     accordance with its covenant contained at clause 5(4) being a fair and
     reasonable proportion as determined by the Landlord of the total cost of
     the provision of electricity to the Building as a whole (including the
     provision of any security for the supply of `electricity to the Building
     which may from time to time be required by the relevant undertaker
     responsible for the supply of electricity chosen by the Landlord) which
     proportion shall so far as practicable (save where the same are not in
     working order) be calculated using readings taken in such manner and at
     such times as the Landlord shall from time to time determine of the check
     meters relating to the Premises from time to time installed but otherwise
     shall be determined in such manner as the Landlord shall in its
     discretion consider to be fair and reasonable in all the circumstances

(7)  "ENACTMENT" means every Act of Parliament directive and regulation now or
     hereafter to be enacted or made and all subordinate legislation
     whatsoever deriving validity therefrom

(8)  "HEAD LEASE" means the lease under which the Landlord holds the Premises
     dated 29th September 1975 made between The Prudential Assurance Company
     Limited (1) and Bishopsgate Developments Limited (2) and "Superior
     Landlord" means the person for the time being entitled to the reversion
     immediately expectant on the term granted by the Head Lease and every
     other person having an interest in reversion to that term

(9)  "GROUP COMPANY" means a company which is either the holding company of
     the Tenant or a wholly owned subsidiary of the Tenant or the Tenant's
     holding company (as both expressions are defined in Section 736 Companies
     Act 1985)

(10)  "INSURANCE COST" means in respect of any period for which the same is
      required by the Landlord to be calculated the aggregate of the amount
      which the Landlord may reasonably expend:-

     (a)  in effecting and maintaining insurance against the occurrence of the
          Insured Risks in relation to the Building in such sum as represents
          its then full current replacement cost with such allowance as the
          Landlord from time to time considers appropriate in respect of
          related liabilities and expenses (including without limitation
          liability to pay any fees or charges on the submission of an
          application for planning permission and costs which might be
          incurred in complying with any Enactment in carrying out

                                      2

<PAGE>


          any replacement work and sums in respect of architects' engineers'
          and quantity surveyors' and other professional fees and incidental
          expenses incurred in relation to any works of debris removal and of
          replacement and all VAT) and

     (b)  in effecting and maintaining any insurance relating to the property
          owners' liability and the employer's liability of the Landlord in
          relation to the Building and anything done therein and

     (c)  in professional fees relating to insurance including fees for
          insurance valuations carried out at reasonable intervals by an
          independent insurance valuer (but no more than once in any year) and
          all reasonable fees and expenses payable to advisers in connection
          with effecting and maintaining insurance policies and claims and

     (d)  equivalent to the total of all reasonable excess sums (being for the
          avoidance of doubt the first part of any insurance claim) which the
          insurers are not liable to pay out on any insurance claim in respect
          of the Building and which the Landlord or the Management Company may
          have expended in replacing the damaged or destroyed parts of the
          Building

(11) "INSURANCE RENT" means in respect of any period for which the same is
     required by the Landlord to be calculated the aggregate of:-

     (a)  a fair and reasonable proportion attributable to the Premises of the
          Insurance Cost for the relevant period

     (b)  the reasonable amount which the Landlord may expend in effecting and
          maintaining insurance against up to six years' loss of the rents
          first and secondly hereinafter reserved and Service Charge having
          regard to potential increases of rent in accordance with schedule 4
          and with any addition to the amount insured as the Landlord may
          decide in respect of VAT and

     (c)  (without prejudice to all other provisions of this lease relating to
          the use of the Premises and the vitiation of any policy of
          insurance) any reasonable amount which the Landlord may expend in
          paying all additional premiums and loadings on any policy or
          policies of insurance required to be paid as a result of anything
          done or omitted (in breach of the terms of this lease) by the Tenant
          and

     (d)  any tax charged on any premium for any such insurance

(12) "INSURED RISKS" means loss damage or destruction whether total or partial
     caused by Acts of Terrorism fire lightning explosion riot civil commotion
     strikes labour and political disturbances and malicious damage aircraft
     and aerial devices (other than hostile aircraft and devices) and articles
     accidentally dropped from them storm tempest flood bursting or
     overflowing of water tanks and pipes impact earthquake and accidental
     damage to underground water oil and gas pipes or electricity wires and
     cables subsidence ground slip and heave and such other usual commercial
     risks or perils against the occurrence of which the Landlord may from
     time to time in its reasonable discretion deem it desirable to insure
     subject to such exclusions and limitations as are from time to time
     commonly

                                      3

<PAGE>


     imposed by insurers and subject also to the exclusion of such of the
     risks specifically hereinbefore mentioned as the Landlord may in its
     reasonable discretion decide where insurance cover in respect of the risk
     in question is not for the time being available in the London insurance
     market on reasonable terms

(13) "INTEREST RATE" means a yearly rate three per cent above either the base
     rate of Barclays Bank plc or such other bank (being for the time being
     generally recognised as a clearing bank in the London market) as the
     Landlord may from time to time use for general banking purposes or if the
     base rate cannot be ascertained then above such other rate as the
     Landlord may reasonably specify (and so that whenever there is reference
     in this lease to the payment of interest at the Interest Rate such
     interest shall be calculated on a daily basis and compounded with
     quarterly rests on the usual quarter days)

(14) "LANDLORD'S SERVICES EQUIPMENT" means all the plant machinery and
     equipment (with associated Service Media) within or serving the Building
     from time to time (whether or not within the Premises or other premises
     let or intended to be let by the Landlord) comprising or used in
     connection with the following systems (to the extent specified in the
     following paragraphs of this definition):-

     (i)   the whole of the sprinkler system within the Building (including
           sprinkler heads)

     (ii)  the whole of the fire detection and fire alarm systems

     (iii) the whole of the permanent fire fighting systems (but excluding
           portable fire extinguishers installed by the Tenant or other tenants
           of the Building)

     (iv)  the whole of the chilled water system

     (v)   the whole of the building management system (including the building
           security system) installed by the Landlord

    (vi)   the central electrical supply system from the mains supply into the
           Building so far as (and including) the electrical riser busbars
           connecting to the distribution boards at each level in the Building
           which is let or intended to be let by the Landlord

   (vii)   the whole of the air handling system and the electricity supply and
           control systems for the same

   (viii)  the standby generators and associated cabling wiring and duct work
           but excluding in each case any "stand alone" systems installed by
           the Tenant or any other tenant or occupier of the Building

(15) "LETTABLE UNIT" means any unit of accommodation forming part of the
     Building which is intended by the Landlord at any material time to be for
     separate occupation

(16) "NET INTERNAL AREA" has the meaning ascribed to that expression by the
     Code of Measuring Practice - Fourth Edition (RICS/ISVA 1993) (or if there
     shall be no such edition or no such expression for the time being the
     nearest equivalent thereto) 


                                      4

<PAGE>









                                    GMW

               99 Bishopsgate EC2 Twenty Fourth Floor Tower








                              [GRAPHIC OMITTED]














<PAGE>










                 99 Bishopsgate London, EC2 Building Plan






                              [GRAPHIC OMITTED]

















<PAGE>


(17) "NORMAL BUSINESS HOURS" means 7.30 a.m. to 7.30 p.m. on Mondays to
     Fridays inclusive (except bank holidays) subject to expansion of such
     hours at the reasonable discretion of the Landlord provided that such
     hours will automatically expand if any other tenant in the Building is
     granted the benefit of any expanded hours

(18) "OUTSIDE NORMAL BUSINESS HOURS CHARGE" means the whole of the actual cost
     to the Management Company of carrying out or providing any of the
     Services at the request of the Tenant outside Normal Business Hours other
     than any services which are stated to be provided 24 hours a day
     (including without prejudice to the generality of the foregoing costs and
     expenses in the nature of those set out in Part II of schedule 6) or in
     the event of any of the Services being carried out or provided outside
     Normal Business Hours to the Tenant and any other tenant or tenants of
     the Building a fair proportion thereof (on a fair and reasonable basis
     between the Tenant and any other tenant or occupier making use of such
     Services) as reasonably determined by the Landlord. PROVIDED THAT during
     the first year of the Term the cost of providing air conditioning outside
     Normal Business Hours shall not exceed pounds sterling 88 per hour (in
     respect of the Premises being the only user of air conditioning at the
     relevant time) or pounds sterling 48 per hour per floor on the basis that
     any five of floors 18, 20 and 22 to 26 of the Building are simultaneously
     using such air conditioning over the whole of such floors

(19) "PERMITTED PART" means any part or parts of the Premises capable of
     separate occupation

(20) "PERMITTED USE" means use as high class offices for any purpose within
     Class B 1(a) (but not for any other purpose within that Use Class) of the
     schedule to the Town and Country Planning (Use Classes) Order 1987 and
     for the avoidance of doubt use of the Premises for data processing
     investor services business trading operators and investment banking
     complies with this provision

(21) "PLANNING LAW" means every Enactment for the time being in force relating
     to the use development and occupation of land and buildings and every
     planning permission statutory consent and agreement made under any
     Enactment relating to the Building

(22) "PLANS" means the plans annexed hereto and "Building Plan" means that one
     of them so marked

(23) "PREMISES" means the premises described in schedule 1 and all permitted
     additions alterations and improvements made to them

(24) "PUBLIC AUTHORITY" means any Secretary of State and any government
     department public local regulatory fire or any other authority or
     institution having functions which extend to the Premises or their use
     and occupation and any court of law and the companies or authorities
     responsible for the supply of water gas and electricity or any of them
     and any of their duly authorised officers

(25) "REINSTATEMENT SPECIFICATION" means the specification annexed hereto or
     in the event that materials listed in the specification are not available
     from time to time or appropriate for use (in the Landlord's reasonable
     opinion) then reference to such materials will be substituted by
     reference to materials of not materially less quality which perform a
     similar function PROVIDED THAT save to the extent

                                      5

<PAGE>



     that items of plant and equipment have been altered during the Term the
     Tenant shall not be required to replace existing items of plant and
     equipment for new items subject to the existing items being in good
     working order

(26) "REVIEW DATE" means each of:-

     (a)  the 24th October in the years Two thousand and one and every fifth
          anniversary of that date during the Term (and the last day of the
          Term)

     (b)  any date so stipulated by virtue of paragraph 5 of schedule 4

(27) "SERVICES" means the services and other matters specified in clause 6 and
     Part I of schedule 6

(28) "SERVICE MEDIA" means those parts of the Building comprising gas water
     drainage electricity telephone telex signal and telecommunications
     heating cooling ventilation air conditioning fire alarm and other pipes
     drains sewers mains cables wires supply lines ducts conduits flues and
     all other common conducting media plant appliances and apparatus for the
     provision supply control and monitoring of services to or from the
     Building and other common equipment

(29)  "TERM" means a term of years commencing on the date hereof and expiring
      on 23rd October 2011 and includes any period of holding over or extension
      whether by any Enactment or common law

(30) "TERMINATION NOTICE" means not less than 12 months and 1 day's prior
     written notice unless either:

     (a)  any Enactment or decision not capable of appeal on a point of law
          confirming that the Tenant is not entitled to a new tenancy on the
          expiration of such notice is in force or upheld as at 22nd October
          2007 (in which case not less than 6 months prior written notice need
          be given); or

     (b)  any other tenant enters into a lease prior to September 1998 of
          premises comprising at least a floor of the building within the
          security of tenure protections of the Landlord and Tenant Act 1954
          for a term of not less than 10 years (without break rights) and is
          granted right to determine such lease on less than such 12 months'
          and 1 day's prior written notice (in which case the notice period
          hereunder shall be reduced to such notice period as is granted to
          such tenant in such circumstances)

(31) "VAT" means Value Added Tax as referred to in the Value Added Tax Act
     1994

2. INTERPRETATION

(1) Words importing the singular include the plural and vice versa and words
    importing one gender include both other genders

(2) The expressions "Landlord" "Tenant" "Management Company" and "Guarantor"
    wherever the context so admits include their respective successors in
    title and 


                                      6

<PAGE>


     where a party comprises more than one person covenants and obligations of
     that party take effect as joint and several covenants and obligations

(3)  A covenant by the Tenant not to do (or omit) any act or thing also
     operates as a covenant to use reasonable endeavours not to permit or
     suffer it to be done (or omitted) and to prevent (or as the case may be
     to require) it being done

(4)  References in this lease to:-

     (a)  any clause sub-clause schedule or paragraph is a reference to the
          relevant clause sub-clause schedule or paragraph of this lease and
          clause and schedule headings shall not affect the construction of
          this lease

     (b)  any right of (or covenant to permit) the Landlord or the Management
          Company to enter the Premises shall also be construed (subject
          always to the proviso to clause 4(9)) as entitling the Landlord to
          remain on the Premises with or without equipment and permitting such
          right to be exercised by all persons authorised by the Landlord for
          as short a period as reasonably practicable and making good all
          damage caused and causing as little inconvenience as reasonably
          possible save where the right of entry is exercised to remedy any
          breach hereunder where the Landlord only undertakes to make good
          damage caused

     (c)  any consent licence or approval of the Landlord or words to similar
          effect mean a consent licence or other approval in writing signed by
          or on behalf of the Landlord and given before the act requiring
          consent licence or approval

     (d)  the Premises (except in clause 4(15)) shall be construed as
          extending where the context permits to any part of the Premises

     (e)  a specific Enactment includes every statutory modification
          consolidation and re-enactment and statutory extension of it for the
          time being in force except in relation to the Town and Country
          Planning (Use Classes) Order 1987 which shall be interpreted
          exclusively by reference to the original provisions of Statutory
          Instrument 1987 No 764 whether or not the same may at any time have
          been revoked or modified

     (f)  the last year of the Term includes the final year of the Term if it
          shall determine otherwise than by effluxion of time and references
          to the expiry of the Term include such other determination

(5)  (a)  Where the context permits rents or other sums being due from the
          Tenant to the Landlord or the Management Company mean that they are
          exclusive of any VAT

     (b)  whenever the consent licence or approval of the Landlord is required
          under this lease the relevant provision shall be construed as also
          requiring (and any consent licence or approval given by the Landlord
          shall be deemed subject to the need for) the consent licence or
          approval of the Superior Landlord (for which the Landlord shall
          apply at the Tenant's reasonable cost) where the same is required
          under the Head Lease except that nothing in this lease or in any
          consent licence or approval by the

                                      7

<PAGE>


          Landlord shall imply that the Superior Landlord's consent licence or
          approval will not be unreasonably withheld or delayed

     (c)  references to any right of (or covenant to permit) the Landlord to
          enter the Premises shall extend to the Superior Landlord and to all
          persons authorised by it and shall be construed in the manner
          required by clause 2(4)(b) but in relation to the Superior Landlord
          and those with its authority

     (d)  the rights excepted and reserved in schedule 3 are also excepted and
          reserved for the benefit of the Superior Landlord

3.   DEMISE AND RENTS

     The Landlord at the request of the Guarantor and in consideration of the
     payment by the Landlord to the Tenant of the sum of Two hundred and
     twenty eight thousand and ninety nine pounds and 50 pence (228,099.50)
     paid on the date hereof (receipt of which is acknowledged by the Tenant)
     DEMISES unto the Tenant ALL THAT the Premises TOGETHER WITH the easements
     and rights specified in schedule 2 exercisable in common with the
     Landlord and all others with its authority or otherwise from time to time
     entitled thereto EXCEPT and RESERVED unto the Landlord and all other
     persons authorised by it from time to time during the Term or otherwise
     from time to time entitled thereto (including the Management Company in
     relation to the provision of the Services) the easements and rights
     specified in schedule 3

     TO HOLD the Premises unto the Tenant (together with and except and
     reserved as aforesaid) for the Term SUBJECT to all rights easements
     covenants stipulations and other matters affecting the same and SUBJECT
     to the provisions of the deeds and documents mentioned in schedule 7

     YIELDING AND PAYING therefor:

     FIRST yearly and proportionately for any part of a year until 24th
     March 1998 a peppercorn (if demanded) and thereafter until the first
     Review Date (and thereafter as determined pursuant to schedule 4) the
     yearly rent of Four hundred and fifty six thousand one hundred and ninety
     five Pounds (pounds sterling 456,195) exclusive of VAT (subject to clause
     5(6)) payable by equal quarterly payments to be made in advance on the 
     usual quarter days in every year the first such payment to be made on 
     25th March 1998

     SECONDLY as additional rent from time to time the Insurance Rent payable
     on demand

     THIRDLY as additional rent on demand (in addition and without prejudice
     to the Landlord's right of re-entry and any other right) interest at the
     Interest Rate on any sum owed by the Tenant to the Landlord whether
     as rent or otherwise which is not:-

     (a)  received in cleared funds by the Landlord within 10 days following
          the due date (or in the case of money due only on demand within
          fourteen days after the date of demand) calculated for the period
          commencing on the due date for payment and ending on the date the
          sum and the interest is received in cleared funds by the Landlord

     (b)  demanded (or if tendered is for the time being refused) by the
          Landlord in circumstances where it is prudent for it not to demand
          or accept any payment having regard to a breach of any of the 
          Tenant's obligations under this lease of



                                      8
<PAGE>


          which the Tenant has received notice calculated for the period
          commencing on the due date for payment and ending on the date the
          sum (and the interest) is subsequently received by the Landlord

          FOURTHLY as additional rent all VAT for which the Landlord is or may
          become liable to account to H.M. Customs & Excise (or other relevant
          body to whom account has for the time being to be made) on the supply
          by the Landlord to the Tenant under or in connection with the 
          provisions of this lease or the interest created by it and of any 
          other supplies whether of goods or services such rent fourthly
          reserved to be due for payment contemporaneously with the other 
          rents or sums to which it relates

          AND FIFTHLY a rent equal to the Electricity Cost such rent to be 
          payable on demand (either annually or by instalments) as the Landlord
          shall determine

4.   TENANT'S COVENANTS

     The Tenant covenants with the Landlord (and in respect of sub-clause
     4(30) also with the Management Company) throughout the Term subject to
     clause 4(15):

     RENT

     (1)  To pay the rents reserved by this lease on the days and in the
          manner set out in clause 3 without deduction or set off and (unless
          for the time being the Landlord shall have required in writing to
          the contrary) to pay the rent first reserved (together with any sum
          in respect of the rent fourthly reserved as may be applicable
          thereto) by banker's standing order to such bank as the Landlord may
          from time to time nominate

     VAT

     (2)  Subject to clause 5(6) wherever the Tenant is required to pay any
          amount to the Landlord hereunder by way of reimbursement or
          indemnity to pay on the production of a valid VAT invoice to the
          Landlord (as applicable) in addition an amount equivalent to any VAT
          incurred by the Landlord save to the extent that the Landlord
          obtains credit for such VAT incurred by the Landlord pursuant to
          sections 24 25 and 26 Value Added Tax Act 1994 or any regulations
          made thereunder

     OUTGOINGS

     (3)  To pay all rates taxes charges and other outgoings whatsoever now or
          hereafter assessed charged or imposed upon the Premises or upon
          their owner or occupier (and a proper proportion determined by the
          Landlord attributable to the Premises of any rates taxes charges and
          other outgoings now or hereafter assessed charged or imposed upon
          the Premises in common with other premises or upon the owners or
          occupiers thereof) and (to the extent the Tenant does not pay it
          directly to the relevant supplier) the total cost (including meter
          rents) of all water (including chilled water) electricity and gas
          separately metered and/or exclusively supplied to the Premises
          during the Term as reasonably determined by the Landlord excluding
          (without prejudice to the rent fourthly reserved and clause 4(2))
          any tax payable by the Landlord as a direct result of any actual or
          implied dealing with the reversion of this lease or of the Landlord's
          receipt of income

                                      9
<PAGE>


     COMPLIANCE WITH ENACTMENTS

     (4)  To comply with the requirements of all Enactments and of every
          Public Authority (including the due and proper execution of any
          works) in respect of the Premises their use occupation employment
          of personnel in them and any work being carried out to them (whether
          the requirements are imposed upon the owner lessee or occupier) and
          not to do or omit anything by which the Landlord may become liable
          to make any payment or do anything under any Enactment or
          requirement of a Public Authority

     NOTICES

     (5)  As soon as reasonably practicable and in any event within 5 working
          days of receipt of the same to give to the Landlord notice of (and a
          certified copy of) any notice permission direction requisition order
          or proposal made by any Public Authority and without delay to comply
          in all respects at the Tenant's cost with the provisions thereof
          save that the Tenant shall if so required by and at the cost of the
          Landlord make or join in making such objections or representations
          in respect of any of them as the Landlord may reasonably require

     REPAIR

     (6)  To put and keep the Premises (and any works or installations made
          pursuant to paragraphs 4 and 5 of Schedule 2) in good and
          substantial repair and condition (damage by any of the Insured Risks
          excepted to the extent that the insurance money shall not have been
          rendered irrecoverable subject to clause 5(2)(b) or insufficient
          because of some act or default of the Tenant or of any person
          deriving title under or through it or their respective servants or
          agents or invitees) and to replace whenever necessary during the
          Term and on expiry of the Term the landlord's fixtures and fittings
          (including any fitted carpets) in the Premises which may have become
          beyond economic repair with items of the same type and quality

      DECORATION AND GENERAL CONDITION AND SERVICING

      (7)  (a) To keep the Premises maintained to a high standard of
               decorative order and finish and properly cleansed and tidy and
               (without prejudice to the foregoing) as often as the same shall
               be necessary (and not less frequently than once in every fifth
               year of the Term but not more than once in any 18 month period)
               and also in the last year of the Term to clean paint polish or
               otherwise treat as the case may be all inside surfaces of wood
               and metal work of the Premises usually or requiring to be
               painted polished or otherwise treated with two coats at least
               of high quality paint or polish vinyl wall coverings
               (where applicable) or other appropriate materials in a good
               and workmanlike manner (and during the last year of the Term
               in the colour scheme specified and otherwise in accordance
               with the Reinstatement Specification) PROVIDED ALWAYS THAT
               the Tenant shall not be obliged to carry out any such 
               decorative treatment if the need for it is caused by damage 
               by any of the Insured Risks to the extent (subject to clause
               5(2)(b)) that the insurance money shall not have been
               rendered irrecoverable or insufficient because of some act
               or default of the Tenant or of any person deriving title under
               or through it or their respective servants agents or invitees

                                      10
<PAGE>



          (b)  To clean the inside of all external window glazing in the
               Premises at least once in every month using reputable
               contractors

          (c)  To enter into and maintain contracts for the regular inspection
               maintenance and servicing of all fixed plant and equipment
               comprised in the Premises which has or is likely to have any
               impact on the Landlord's Services Equipment by reputable
               contractors approved by the Landlord (such approval not to be
               unreasonably withheld) and to obtain satisfactory test
               certificates as may be reasonably required by the insurers and
               whenever reasonably required to produce copies of such
               contracts and certificates

     REFUSE

     (8)  Not to deposit any refuse on any of the Common Parts except in areas
          designated for such purpose from time to time by the Landlord and to
          comply with all requirements of any Public Authority and any
          reasonable regulations made by the Landlord pursuant to clause 4(27)
          in relation to control over and disposal of rubbish

     TO PERMIT ENTRY

     (9)  To permit the Landlord (and persons authorised by the Landlord) at
          reasonable times in compliance with the Tenant's reasonable security
          requirements on reasonable prior written notice (except in an
          emergency) to enter the Premises in order to:-

          (a)  examine their state of repair

          (b)  ascertain that the covenants and conditions of this lease have
               been observed

          (c)  take any measurement or valuation of the Premises

          (d)  rebuild renew cleanse alter test maintain repair inspect and
               make connections to any part of the Building including the
               Service Media (PROVIDED that the Landlord will procure that
               such entry takes place outside Normal Business Hours where
               practicable)

          (e)  during the last six months of the Term (or at any time in the
               case of a disposal of the Landlord's interest) to show the
               Premises to prospective purchasers or tenants and their agents

          (f)  exercise the rights described in schedule 3

     COMPLIANCE WITH NOTICES RELATING TO REPAIR OR CONDITION

     (10) (a)  To comply with any notice requiring the Tenant to remedy
               any breach of its covenants

          (b)  If the Tenant shall not within a reasonable time comply with
               any such notice to permit the Landlord and any authorised
               person to enter the Premises to remedy the breach as the
               Tenant's agent and at the Tenant's proper cost the Landlord
               making good any damage caused

                                      11
<PAGE>


          (c)  To pay to the Landlord on demand all the proper costs and
               expenses incurred by the Landlord under the provisions of this
               sub-clause

     ENCROACHMENTS

     (11) (a)  To preserve all rights of light and other easements
               belonging to the Premises and not knowingly to give any
               acknowledgment that they are enjoyed by consent

          (b)  Not knowingly to do or omit anything which might subject the
               Premises to the creation of any new easement and to give notice
               to the Landlord forthwith of any encroachment which might have
               that effect

     ALTERATIONS AND REINSTATEMENT

     (12) (a)  Not to carry out any Development of or on the Premises nor
               (without prejudice to the exclusion of structural parts from
               the demise of the Premises) any works affecting any structural
               parts of the Building and not to commit any waste

          (b)  Without prejudice to any other rights of the Landlord in respect
               of areas not included in the Premises not to install or erect
               any exterior lighting shade or awning or place any structure or
               other thing outside the Premises

          (c)  Without prejudice to paragraphs (a) and (b) of this sub-clause
               and subject to the provisos to this paragraph (c) not to make
               any other alteration or addition to the Premises (including all
               electrical and other plant and equipment and the installation
               and removal of demountable partitioning) except:-

               (i)   in accordance with plans and specifications (adequately
                     describing the work in question and the manner in which the
                     work will be carried out) previously submitted at the
                     Tenant's expense in triplicate to and approved by the
                     Landlord (such approval not to be unreasonably withheld or
                     delayed PROVIDED THAT the Landlord shall respond to the 
                     Tenant's submission within 10 working days in the case of 
                     minor alterations (excluding any alterations which affect
                     any of the Landlord's Services Equipment) and if the
                     Landlord fails to respond within 10 working days as 
                     aforesaid it shall be deemed to have accepted such minor
                     alterations AND PROVIDED FURTHER that the initial fitting
                     out of the Premises following the date hereof shall be
                     governed by the Agreement for Initial Alterations

               (ii)  in a manner which shall not materially and adversely 
                     affect the Landlord's Services Equipment any Service
                     Media or the provision of any of the Services

               (iii) in accordance with any relevant terms conditions 
                     recommendations and regulations of any Public Authority
                     (and in particular in relation to any electrical
                     installation in accordance with the terms and conditions
                     laid down by the Institution of Electrical Engineers
                     and the Regulations of the Electricity Supply

                                      12
<PAGE>


               Authority) and the insurance company with whom the Premises are
               for the time being insured and

          (iv) in a good and workmanlike manner

          PROVIDED ALWAYS THAT subject to clause 4(12)(c)(i):-

          (I)  no such alterations or additions shall be carried out until the
               Landlord has issued its consent in writing to which the Tenant
               shall if required join as a party

          (II) once any such alterations or additions have been carried out
               the Tenant shall supply to the Landlord as-built plans in
               triplicate (together with a computer aided design disk and 35
               mm slides) showing the works as carried out

     (d)  At the expiry of the Term to remove:- 

          (i)  all alterations and additions made to the Premises by the
               Tenant

          (ii) all work done in connection with the original fitting out by
               the Tenant in pursuance of the Agreement for Initial
               Alterations

          and to restore and make good the Premises in accordance with the
          Reinstatement Specification in a proper and workmanlike manner to
          the condition and design which existed before the alterations or
          additions were made with all services properly sealed off

     USE

     (13) Not to use the Premises or any chattels in them:-

          (a)  for any purpose (and not to do anything in or to the Premises)
               which may be or become or cause a nuisance obstruction or
               damage to any person or property

          (b)  for a sale by auction or for any public meeting or for any
               dangerous noxious noisy illegal or immoral trade business or
               activity or for residential purposes and not to use the Common
               Parts for the transaction of any business or

          (c)  (without prejudice to the preceding paragraphs of this
               sub-clause) except for the Permitted Use

     SIGNS

     (14) (a)  Not to erect any aerial satellite dish sign signboard pole
               antenna wire or other apparatus on the outside of the Building
               save for the right granted pursuant to paragraph 3 of schedule
               2

          (b)  Not to affix or exhibit so as to be visible from outside the
               Premises any placard sign notice fascia board or advertisement
               except the approved signs referred to in paragraph 3 of
               schedule 2
                                      13

<PAGE>


     ALIENATION

     (15) (a)  If the Tenant at any time desires to assign the whole of
               the Premises the Tenant shall first by an irrevocable
               unconditional written notice ("the Tenant's Notice") served
               upon the Landlord offer to surrender or assign this lease upon
               such financial terms and conditions as the Tenant may desire

          (b)  If the Landlord wishes to accept such surrender or assignment
               it shall within twenty-one days of receipt of the Tenant's
               Notice serve a counternotice ("the Counter-Notice") upon the
               Tenant stating as much

          (c)  If the Landlord serves a Counter-Notice on the Tenant then the
               Tenant shall surrender or assign (at the Landlord's option) the
               Premises to the Landlord (or as the Landlord may direct) within
               six months of receipt of the Counter-Notice either with vacant
               possession or subject only to a permitted underletting and the
               Tenant's liability hereunder shall cease in respect of any
               matters arising following the date of such assignment or
               surrender but without prejudice to any antecedent breaches of
               covenant

          (d)  If the Landlord does not serve a Counter-Notice then the Tenant
               must (if it wishes to assign) complete its assignment on terms
               greater than 95 per cent in value of the terms and conditions
               stipulated in the Tenant's Notice within six months from the
               date of the Tenant's Notice and if the Tenant shall fail to
               complete within such period if it still wishes to assign the
               whole of the Premises it must reinstate the procedure set out
               in this clause 4(15)

          (e)  Subject to the foregoing provisions of this sub-clause 4(15)
               not to assign mortgage charge or underlet or in any other
               manner part with possession of any part (being less than the
               whole) of the Premises or agree to do so except that the Tenant
               may underlet the whole of (but not more or less than) any
               Permitted Part or Permitted Parts in accordance with paragraphs
               (h) and (i) of this sub-clause

          (f)  Subject to the foregoing provisions of this sub-clause 4(15)
               not to assign underlet or otherwise part with possession of or
               the whole of the Premises or agree to do so except that the
               Tenant may assign or underlet the whole of the Premises in
               accordance with paragraph (g) or (h) respectively of this
               sub-clause

(ASSIGNMENT)

          (g)  (i)  Not to assign the whole of the Premises without first
                    obtaining the Landlord's consent issued within 2 months
                    before completion of the assignment which consent shall
                    not be unreasonably withheld or delayed but which may
                    be granted subject to any one or more of the conditions
                    referred to in paragraph (g)(ii) and which may be 
                    withheld if any one or more of the circumstances referred
                    to in paragraph (g)(iii) exist

                                     14
<PAGE>


         (ii) The conditions referred to in paragraph (g)(i) (which are
              specified for the purposes of section 19(lA) Landlord and
              Tenant Act 1927) are:

      AUTHORISED GUARANTEE

          (a)  that the Tenant shall enter into an authorised guarantee
               agreement (as defined in section 16 Landlord and Tenant
               (Covenants) Act 1995) with the Landlord in a form which the
               Landlord reasonably requires

      THIRD PARTY GUARANTEE/RENT DEPOSIT

          (b)  that if so reasonably required by the Landlord the proposed
               assignee shall have procured covenants with the Landlord by a
               guarantor or guarantors (not being the Tenant or any guarantor)
               reasonably acceptable to the Landlord in a form acceptable to
               the Landlord (acting reasonably);

      INTRA GROUP DEALINGS

          (c)  if the proposed assignee is a Group Company the Tenant shall
               have procured either:

               (A)  if the Tenant's obligations under this lease are
                    guaranteed by another Group Company that such Group
                    Company covenants with the Landlord on the same terms
                    (mutatis mutandis) as those contained in clause 10; or

               (B)  if there is no guarantor of the Tenant's obligations under
                    this lease and if the assignee is not at the date of the
                    application for consent to the proposed assignment in the
                    reasonable opinion of the Landlord of financial standing
                    equivalent to or greater than the Tenant at the date of
                    this lease that the proposed assignee procures covenants
                    by a Group Company which is not the Tenant or the proposed
                    assignee and which is in the reasonable opinion of the
                    Landlord of financial standing equivalent to or greater
                    than the Tenant in the same terms (mutatis mutandis) as
                    those contained in clause 10; and

          (iii) The circumstances referred to in paragraph (g)(i) (which are
                specified for the purposes of section 19(1 A) Landlord and
                Tenant Act 1927) are:-

          (a)  where the Tenant's solicitors have not given an undertaking to
               the Landlord's solicitors to pay all reasonable legal
               surveyor's and management costs disbursements and VAT arising
               on the application for consent to such assignment whether or
               not consent is

                                      15

<PAGE>


               granted unless the Landlord unreasonably withholds consent in
               circumstances where it is required to be reasonable; and/or

          (b)  where any of the rents and Interim Sum due from the Tenant to
               the Landlord or the Management Company respectively under this
               lease remain unpaid at the date of the application for consent
               to the proposed assignment

(UNDERLETTING)

          (h)  Not to underlet the whole of the Premises or any Permitted Part
               (each being referred to in this paragraph as the premises)
               except:-

              (i)   to a person who before the underletting shall have
                    covenanted with the Landlord to observe and perform the
                    Tenant's obligations under this lease during the sub-term
                    to the extent they relate to the premises demised by the
                    underletting (other than the payment of rents) and a
                    covenant not to assign the whole of the premises without
                    the Landlord's consent (which shall not be unreasonably
                    withheld or delayed) and an unqualified covenant not to
                    assign part of the premises or to underlet or otherwise
                    part with possession or share the occupation of the
                    premises or any part of them

              (ii)  by reserving as a yearly rent without payment of a fine or
                    premium (in addition to the service and insurance and
                    other rents payable under this lease except the rent first
                    hereby reserved or (in the case of underletting of a
                    Permitted Part) a pro rata proportion of them) an amount
                    equal to:-

                    (a)  (in the case of an underletting of the Premises) the
                         then open market rack rental value of the Premises

                    (b)  (in the case of an underletting of a Permitted Part)
                         a pro rata proportion of the then open market rack
                         rental value of the Premises

                    the proportion in each case being calculated by reference
                    to the Net Internal Area of the Permitted Part in relation
                    to the Net Internal Area of the Premises, in all cases
                    such rent to be payable by equal quarterly instalments in
                    advance on the usual quarter days and to be approved by
                    the Landlord prior to the underletting (such approval not
                    to be unreasonably withheld or delayed) but the amount of
                    such rent and the approval of the Landlord thereto may not
                    be used as evidence by the Tenant for the purpose of any 
                    rent review pursuant to this lease 

              (iii) by a form of underlease:-

                    (a)  by which the principal rent reserved by the underlease 
                         is reviewed upwards only at not greater than five year
                         intervals during the sub-term in accordance with the
                         same      

                                      16

<PAGE>


                         principles (mutatis mutandis) and at the times as
                         apply to the rent first reserved by this lease

                    (b)  requiring the underlessee to observe and perform all 
                         the covenants and other provisions binding on the 
                         Tenant under this lease (other than the covenant by 
                         the Tenant to pay rents) to the extent they relate to
                         the premises and containing:-

               (A)  a condition for re-entry by the underlessor on breach of
                    any covenant by the underlessee

               (B)  a qualified covenant not to assign the whole of the
                    premises and an absolute covenant not to assign part of
                    the premises or to underlet or otherwise part with
                    possession or share the occupation of the premises or any
                    part of them

         (iv)  with the Landlord's consent issued within three months before
               completion of the underletting which consent (subject to
               compliance with the foregoing conditions precedent) shall not
               be unreasonably withheld or delayed

         (i)   In relation to an underlease of a Permitted Part:-

         (i)   not to include in the sub-demise any part of the entrance to or
               the reception area of the Premises

         (ii)  to except from the underlease all necessary circulation areas
               and plant and equipment which will serve the Premises in common
               and to reserve a separate service charge rent in respect of
               their maintenance repair and renewal

         (iii) not as a result of the grant to create or permit the creation
               of more than three separate occupations affecting the whole of
               the Premises (occupations in right of this lease counting as
               one occupation)

          (iv) not to grant or agree to grant the underlease without providing
               for the exclusion of sections 24 to 28 inclusive of the
               Landlord and Tenant Act 1954 in relation to the underlease in
               pursuance of an Order duly made under section 38(4) of that Act
               before the date of grant

    (j)   To enforce the observance and performance by every such underlessee
          and its successors in title of the provisions of the underlease and
          not expressly or impliedly to waive any breach of them nor vary the
          terms of any underlease

    (k)   Not to agree any reviewed rent payable under an underlease without
          the Landlord's consent and if the rent review under any underlease
          is to be determined by an independent person not to agree his
          appointment without the Landlord's consent (PROVIDED ALWAYS THAT the
          Landlord shall not unreasonably withhold or delay any consent
          required

                                      17

<PAGE>


          under this sub-paragraph) and to procure that any representations
          which the Landlord may wish to make in relation to the rent review
          are duly submitted to the independent person and to provide to the
          Landlord promptly on the same becoming available copies of any
          representations made by or on behalf of the Tenant or the
          underlessee in relation to such rent review

(SHARING OCCUPATION)

     (l)    Not to part with or share the occupation of the Premises or any
            part of them except that the Tenant may share occupation with a
            company which is (but only for so long as it remains) either the
            holding company of the Tenant or a majority-owned subsidiary of
            the Tenant or of the Tenant's holding company (as those
            expressions are defined in section 736 Companies Act 1985) so long
            as the Tenant does not grant the person sharing occupation
            exclusive possession (so that such company occupies as licensee
            only without creating any relationship of landlord and tenant) nor
            otherwise transfer or create a legal estate and the Tenant shall
            notily the Landlord of the identity of each company in occupation

REGISTRATION

(16)(a)   Within twenty-one days after any disposition or devolution of
          this lease or of any estate or interest in or derived out of it to
          give notice in duplicate of the relevant transaction to the Landlord
          for registration with a certified copy of the relevant instrument
          and to pay to the Landlord a fair and reasonable fee for each such
          registration of not less than twenty five pounds

     (b)  To register with the Landlord particulars of the determination of
          every rent review under any underlease of the Premises within
          fourteen days after the date of determination

PAYMENT OF COST OF NOTICES CONSENTS ETC.

(17)  To pay on demand all reasonable expenses (including counsels'
      solicitors' surveyors' and bailiffs' fees) properly incurred by the
      Landlord in and incidental to:

     (a)    the preparation and service of a notice under section 146 Law of
            Property Act 1925 or in contemplation of any proceedings under
            section 146 or 147 of that Act notwithstanding that forfeiture is
            avoided otherwise than by relief granted by the court and

     (b)    every reasonable step taken during or after the expiry of the
            Term in connection with the enforcement of the Tenant's 
            obligations under this lease including the service or proposed
            service of all notices and schedules of dilapidations and

     (c)    every application for consent licence or approval under this
            lease but not if the application is unreasonably refused or
            delayed or granted subject to unreasonable conditions (where
            such consent is not to be unreasonably withheld or delayed)

                                      18
<PAGE>

MACHINERY

(18)  Not to install in the Premises any plant or machinery other than usual
      office equipment without the Landlord's consent which shall not be
      unreasonably withheld PROVIDED ALWAYS THAT no plant or machinery shall
      be installed or operated in the Premises and nothing shall be done or
      omitted in them which may cause:-

     (a)  the efficiency of the heating ventilation air conditioning and
          cooling system installed in the building to be diminished or
          impaired in any way

     (b)  noise dust fumes smell vibration or electrical interference
          affecting or having any other intrusive effect on any other part of
          the Building or other adjoining property or persons outside the
          Premises

OBSTRUCTION/OVERLOADING

(19) Not to obstruct:-

     (a)  or damage any part of the Building or exercise any of the rights
          granted by this lease in a way which causes nuisance or damage

     (b)  any means of escape

     (c)  or discharge any deleterious matter into

          (i)  any pipe drain or other conduit serving the Premises and (to
               the extent they lie within the Premises) to keep them clear and
               functioning properly or

          (ii) any Service Media

     (d)  or stop-up or darken the windows and other openings of the Premises
          nor to overload or cause undue strain to the Service Media or any
          other part of the Building and in particular not to suspend any
          undue weight from the ceilings or walls of the Premises and not to
          exceed the following floor loadings:-

             floor finishings:  :     4 kN/m2 (80lbs per sq.ft)

             live load          :     1kN/m2 (20lbs per sq.ft)

     (e)  any requisite notice erected on the Premises including any erected
          by the Landlord in accordance with its powers under this lease

PARKING/GOODS DELIVERY

(20)  To ensure that all loading unloading deliveries and despatch of goods is
      carried out only by using the service accesses and goods lifts
      designated by the Landlord for the use of the Premises

PLANNING LAW AND COMPENSATION

(21)  Without prejudice to clause 4(4) at all times during the Term to comply
      with the provisions and requirements of Planning Law relating to or
      affecting

                                      19

<PAGE>


     (a)  (i) the Premises

          (ii) any operations works acts or things carried out executed done
               or omitted on the Premises

          (iii) the use of the Premises

          (iv) the use by the Tenant of (and the exercise of any other rights
               hereunder in respect of) any other parts of the building

     (b)  Subject to the provisions of paragraph (c) of this sub-clause as
          often as occasion requires during the Term at the Tenant's expense
          to obtain and if appropriate renew all planning permissions (and
          serve all notices) required under Planning Law in respect of the
          Premises whether for the carrying out by the Tenant of any
          operations or the institution or continuance by the Tenant of any
          use of the Premises or any part thereof or otherwise

     (c)  Not without the Landlord's consent (such consent not to be
          unreasonably withheld or delayed) to apply for any planning
          permission relating to the Premises (and not to apply for any such
          planning permission relating to any other part of the Building) but
          so that subject to compliance with paragraph (e) of this sub-clause
          the Landlord's consent shall not be unreasonably withheld or delayed
          to the making of a planning application in respect of the Premises
          relating to any operations or use or other thing (if any) which
          assuming it to be implemented in accordance with Planning Law would
          otherwise not be in breach of the provisions of this lease

     (d)  If the Landlord so requires in connection with any relevant proposal
          by the Tenant to apply for a determination under section 191 or 192
          Town and Country Planning Act 1990

     (e)  If the Landlord consents in principle to any application by the
          Tenant (which it hereby agrees to consider and determine with all
          due expedition) for planning permission to submit a draft of the
          application to the Landlord for its approval and to give effect to
          its reasonable requirements in respect thereof and if and to the
          extent the Landlord so requires to lodge the application with the
          relevant authority in the joint names of the Landlord and the Tenant
          and in duplicate

     (f)  Not to implement any planning permission before the Landlord has
          acknowledged that its terms are acceptable nor before the Landlord
          has received any cash or other security which it reasonably requires
          for compliance with any conditions imposed by the planning
          permission

     (g)  If the Landlord at the Landlord's cost reasonably requires or the
          Tenant desires to lodge and progress diligently an appeal against
          any refusal of an application for planning permission lodged in 
          respect of the Premises by the Tenant or by any person claiming 
          under or through the Tenant (whether or not lodged in its name
          alone) the Landlord undertakes to cooperate fully with the
          Tenant in respect of any such appeal unless such 


                                      20

<PAGE>


          appeal would be likely to have a material and adverse effect on the
          Landlord's interests in the Building

     (h)  Unless the Landlord otherwise directs to complete before the expiry
          of the Term all works on the Premises required as a condition of any
          planning permission implemented by the Tenant or by any person
          claiming under or through it

     (i)  If the Tenant receives or is entitled to receive any statutory
          compensation under any Enactment in relation to its interest in the
          Premises the Tenant shall on any determination of its interest prior
          to the expiry of this lease by effluxion of time forthwith make such
          provision as is just and equitable for the Landlord to receive its
          due benefit from such compensation

INDEMNITY

(22) To indemnify the Landlord against all expenses proceedings costs claims
     damages demands and any other liability or consequence arising out or in
     respect of any breach of any of the Tenant's obligations under this lease
     (including all costs reasonably incurred by the Landlord in an attempt to
     mitigate any such breach) or of any act omission or negligence of the
     Tenant or any person at the Premises with the Tenant's authority

DEFECTIVE PREMISES

(23) On becoming aware of the same (or when the Tenant ought reasonably to
     have become aware of the same) to give notice forthwith to the Landlord
     of any defect in the Premises which might give rise to:-

     (a)  an obligation on the Landlord to do or refrain from doing anything
          in relation to the Premises or

     (b)  any duty of care or the need to discharge such duty imposed by the
          Defective Premises Act 1972 or otherwise

     and at all times to display and maintain all notices which the Landlord
     may from time to time reasonably require to be displayed at the Premises
     in relation to their state of repair and condition

INSURANCE AND FIRE FIGHTING EQUIPMENT

(24) (a)  Not to do or omit anything by which any insurance policy
          (relevant extracts of which shall have been provided to the Tenant)
          relating to the Building or any part of it becomes void or voidable
          or by which the rate of premium on such policy may be increased

     (b)  To comply with all proper requirements of the insurers and to
          provide and maintain unobstructed appropriate operational fire
          fighting equipment and fire notices on the Premises

     (c)  To notify the Landlord forthwith of:-

                                      21
<PAGE>


          (i)  any incidence of any Insured Risk on the Premises and of any
               other event which ought reasonably to be brought to the
               attention of insurers and of which the Tenant ought reasonably
               to be aware

          (ii) the insurable value of any fixture installed in the Premises by
               the Tenant or any person claiming under or through the Tenant

     (d)  That if at any time the Tenant or any person claiming under or
          through it shall be entitled to the benefit of any insurance of the
          Premises to cause all money paid under such insurance to be applied
          in making good the loss or damage in respect of which it was paid

     (e)  Subject to clause 5(2)(b) if the whole or any part of the Building
          is damaged or destroyed by any of the Insured Risks at any time
          during the Term and the insurance money under any insurance policy
          effected by the Landlord is rendered wholly or partially
          irrecoverable because of some act or default of the Tenant or any
          person deriving title under or through the Tenant or their
          respective servants agents or invitees forthwith to pay the Landlord
          the whole amount of the insurance money so irrecoverable

DANGEROUS AND CONTAMINATIVE MATERIALS

(25) Not to keep place store or use or permit or suffer to be kept placed
     stored or used in or upon or about the Premises any materials substance
     or other thing of a dangerous inflammable combustible explosive corrosive
     or offensive nature or any materials substance or other thing which may
     in any way cause pollution injury or harm by percolation corrosion
     contamination migration release or otherwise on beneath or in the
     vicinity of the Premises

YIELD UP

(26) (a)  At the expiry of the Term to remove all chattels and tenant's
          fixtures and quietly to yield up the Premises reinstated in
          accordance with the Reinstatement Specification and restored and
          made good to the extent required under clause 4(12)(d) and in the
          state of repair condition decorative order and layout otherwise
          required by this lease and any licences or consents issued in
          pursuance of it and to make good any damage so caused in a proper
          and workmanlike manner

     (b)  The Tenant irrevocably authorises the Landlord to remove and dispose
          of any chattels which may be left in the Premises within 28 days
          after the Tenant has quit them (without being obliged to obtain any
          consideration for the disposal) and the Tenant irrevocably declares
          that any such chattels will stand abandoned by it

REGULATIONS AND COVENANTS

(27) To comply with:-

          (i) all reasonable regulations reasonably made by the Landlord
              from time to time and notified to the Tenant in writing for
              the good management of the Building PROVIDED ALWAYS THAT no
              such regulations shall purport to amend the terms expressed in


                                      22
<PAGE>


          this lease and if there is any inconsistency between the terms of 
          this lease and the regulations the terms of this lease shall prevail

     (ii) all covenants stipulations and other matters affecting the Premises
          and not to interfere with any rights easements or other matters
          affecting the Premises

SECURITY AND ACCESS

(28) To use all reasonable endeavours to ensure that the Tenant's visitors to
     the Premises observe such security regulations which may apply to them

HEAD LEASE

(29) (a)  To observe and perform the covenants and conditions on the part
          of the lessee contained in the Head Lease so far as they relate to
          the Premises except the covenant for the payment of rent and except
          also so far as the obligations relating to insurance fall to be
          observed and performed by the Landlord pursuant to clause 5(2)

     (b)  Not to do or omit any act or thing which would or might cause the
          Landlord to be in breach of the Head Lease

SERVICE CHARGE

(30)      To pay the Service Charge (and VAT thereon) to the Management
          Company at the times and in the manner provided for in clause 6
          and schedule 5 without deduction or set off and to pay the Outside
          Normal Business Hours Charge within 10 days of demand (either
          annually or by monthly instalments) as the Management Company
          shall reasonably determine PROVIDED THAT for the period from the
          date hereof until the earlier of 25th June 1997 and the date on
          which the Tenant commences full beneficial occupation of the
          Premises following the works contemplated by the Agreement for
          Initial Alterations the Service Charge payable by the Tenant in
          any Accounting Period shall not exceed pounds sterling 32,202
          inclusive of VAT and PROVIDED FURTHER that the Service Charge 
          payable in respect of the twelve month period from the earlier 
          of 25th June 1997 and the date on which the Tenant commences full
          beneficial occupation of the Premises following the works 
          contemplated by the Agreement for Initial Alterations shall be
          pounds sterling 74,601.30 exclusive of VAT

5.    LANDLORD'S COVENANTS

      The Landlord covenants with the Tenant:

QUIET ENJOYMENT

(1)  That if the Tenant observes and performs its covenants contained in this
     lease the Tenant may peaceably hold and enjoy the Premises without any
     lawful interruption by the Landlord or any person rightfully claiming
     through under or in trust for it
  

                                    23

<PAGE>


INSURANCE

(2)  (a)  To keep the Building (except all tenants' plant and equipment
          and trade fixtures) insured against the Insured Risks in the full
          current replacement cost

     (b)  to use reasonable endeavours to procure that the interest of the
          Tenant is noted on the insurance policy and to use reasonable
          endeavours to further procure that the insurers waive any rights of
          subrogation against the Tenant (or any lawful subtenant occupier or
          invitee) and the Landlord will notify the Tenant if it is unable so
          to procure and will duly consider the representations of the Tenant
          regarding alternative insurers who may be prepared to procure that
          the insurers waive any subrogation rights and/or note the interest
          of the Tenant and will also permit the Tenant to make
          representations to the insurers regarding the noting of the Tenant's
          interest and/or waiver of rights of subrogation

     (c)  On request to supply the Tenant (but not more frequently than once
          in any period of twelve months) with evidence of such insurance

     (d)  If and whenever during the Term the Building (except as aforesaid)
          is damaged or destroyed by an Insured Risk and to the extent that
          payment of the insurance monies is not refused because of any act
          neglect default or omission of the Tenant or of any person deriving
          title under or through the Tenant or their respective servants
          agents and invitees subject to clause 5(2)(b) above the Landlord
          will with all convenient speed take the necessary steps to obtain
          any requisite planning permissions and consents and if they are
          obtained to lay out the money received from the insurance of the
          Building (except sums in respect of public liability and employer's
          liability and loss of rent) towards replacing (but not necessarily
          in facsimile reinstatement) the damaged or destroyed parts (except
          as aforesaid) and in the case of the Premises to the Reinstatement
          Specification as soon as reasonably practicable (and the Landlord
          shall keep the Tenant informed of progress of any such insurance
          claims and the Landlord's proposals for compliance with this
          provision) PROVIDED ALWAYS THAT the Tenant shall have no claim
          against the Landlord under this clause 5(2)(c) in respect of the
          manner of replacement of the interior of any Lettable Unit other
          than the Premises or any alteration to the Common Parts and PROVIDED
          FURTHER THAT the Landlord shall not be liable to carry out the
          replacement if it is unable (having used all reasonable endeavours)
          to obtain every planning permission and consent necessary to execute
          the relevant work in which event the Landlord shall be entilted to
          retain all the insurance money received by it and if the Landlord
          so retains the insurance money the Tenant shall be entitled to 
          determine this lease on not less than one month's prior written
          notice

     (e)  In the event that the Premises have not ben reinstated to the
          Reinstatement Specification or essential means of access thereto
          within the Building is not available in the circumstances 
          contemplated in subclause 5(2)(d) by the date five years and eleven
          months following the date of such damage or destruction by an
          Insured Risk the Tenant may

                                      24

<PAGE>


          determine this lease on not less than one month's prior written
          notice such notice to be served (if at all) within one month after
          expiry of such five years and eleven months period

HEAD LEASE

(3)  (a)  To pay the rents reserved by the Head Lease and to perform so
          far as the Tenant is not liable for such performance under the terms
          of this lease but so far only as to preserve the existence of this
          lease the covenants and conditions on the part of the lessee
          contained in the Head Lease

     (b)  On the request and at the reasonable expense of the Tenant to take
          all reasonable steps to enforce the covenants on the part of the
          Superior Landlord contained in the Head Lease

     (c)  To take all reasonable steps at the Tenant's reasonable expense (to
          the extent possible under the Head Lease) to obtain the consent of
          the Superior Landlord wherever the Tenant makes application for any
          consent required under this lease where the consent of both the
          Landlord and the Superior Landlord is needed by virtue of this lease
          and the Head Lease

ELECTRICITY PROVISION

(4)  Subject to clause 7(3) to use all reasonable endeavours to provide or
     procure the provision of electricity to the Premises to the extent
     necessary to meet the requirements of the Tenant having regard to the
     overall electricity services design standards for the Building as a whole
     and to all relevant statutory provisions from time to time regulating the
     supply and utilisation of electricity and the terms and conditions
     relative thereto from time to time imposed by the electricity provider
     chosen by the Landlord

MANAGEMENT COMPANY ACCESS

(5)  To allow the Management Company such rights over the Building as it
     requires from time to time for the due and proper provision of the
     Services

VAT INDEMNITY

(6)  The provisions of schedule 8 shall apply in relation to VAT liability on
     the rent first reserved and:-

     (a)  Whenever VAT is properly chargeable in respect of any supply made
          hereunder by the Landlord to the Tenant the Landlord shall no later
          than thirty days after the due date for payment in respect of such
          supply issue a valid VAT invoice or audit note (as the case may be
          to the Tenant)

     (b)  Subject to (6)(c) below all consideration payable by the Landlord to
          the Tenant shall be exclusive of VAT which the Landlord shall pay in
          addition on production of a valid VAT invoice

     (c)  The capital sum referred to in clause 3 above shall be inclusive of
          VAT save that if the Landlord is at any stage able to recover such
          VAT the Landlord shall pay to the Tenant a further amount equal to
          VAT on the capital sum

                                      26
<PAGE>


NAMING RIGHTS

      (7)    The Landlord shall only name the Building in accordance with its
             postal address from time to time

NOTIFICATION OF NOTICES

(8)  The Landlord will inform the Tenant as soon as reasonably practicable but
     in any event within 5 working days of receipt of the same of any notice
     served by the Superior Landlord alleging a breach of the Head Lease which
     would threaten the existence of this lease

6.    PROVISION OF SERVICES

     The Management Company covenants with the Tenant to use all reasonable
     endeavours:-

      (1)    Well and substantially to repair and properly clean and decorate
             the structure of the Building (including the structure of the
             roofs foundations external and internal walls and columns and
             structural slabs of the ceilings and floors) the external
             surfaces of the Building (including the whole of the glazing
             within the external walls of the Building) and the Common Parts
             and (where consistent with an obligation to repair) to replace
             the same

      (2)    To keep the Service Media designed for common or general use and
             the Landlord's Services Equipment in good and substantial repair
             and in clean condition and at all times in good and safe working
             order

      (3)    To keep the lifts in the Building clean and in good and
             substantial repair and condition and at all times in good and
             safe working order

      (4)    Provide heat and air conditioning and chilled water to the
             Premises (subject to the Tenant paying Outside Normal Business
             Hours Charge in relation to the provision of such services
             outside Normal Business Hours) such heat being sufficient to
             maintain an air temperature in the Premises measured at the main
             trunk connections to the floor as follows:

              Air Conditioning and Heating

                   Design Parameters:

                   External Conditions:

                    Summer             29degreesC DB 20degreesC WB
                    Winter             -4degreesC DB 100% relative humidity

              Internal Conditions Office
              Accommodation-

                    Summer             22degreesC DB+1degreeC
                    Winter             20degreesC DB minimum

              Humidity Office Accommodation-

                                      26
<PAGE>




                    Summer             50%+/- 10%

                    Winter             50%+/- 10%



(5)   To ensure that the Common Parts are at all times kept clean tidy and
      unobstructed

(6)   Subject to clause 7(3) and clause 7(6) to provide or procure the
      provision of electricity to the Premises and each and every part thereof
      designed to receive the same to the extent necessary to meet the
      reasonable requirements of the Tenant and other lawful occupiers of the
      Premises

(7)   To comply with the requirements of any statute (already or in the future
      to be passed) or any government department local authority other public
      or competent authority or court of competent jurisdiction relating to
      the Building or any part for which any tenant or occupier of the
      Building is not directly or exclusively liable

(8)   To ensure that at all times (meaning for the avoidance of doubt 24
      hours a day during the Term) there are both such security officers at
      and patrolling the Building as is reasonably appropriate for premises of
      the same size and nature as the Building and that the main reception to
      the Building is properly and adequately manned

(9)   To provide or procure the provision of:-

      (a)    the Services during Normal Business Hours; and

      (b)    such of the Services outside Normal Business Hours as in the
             Management Company's reasonable discretion are appropriate to
             provide to a high class office building in the City of London
             outside Normal Business Hours; and

      (c)    such of the Services outside Normal Business Hours as the Tenant
             shall previously request (but subject to the Tenant being
             responsible for the Outside Normal Business Hours Charge)

      (having regard in all cases to and in accordance with the overall design
      standards for the Building as a whole and subject to the limitations
      contained in Clause 7(6)) in an efficient and economic manner and in
      accordance with good estate management provided that the Management
      Company shall be entitled to employ such managing agents professional
      advisers contractors and other persons as it shall from time to time
      reasonably think fit for the purpose of the performance of the Services

PROVIDED THAT the Management Company shall not be liable for:-

(without prejudice to the provisions of clause 7(3)) any closure of any of the
Common Parts or interruption in the provision of the Services or stoppage or
severance affecting any of the Service Media or any interruption to the supply
of electricity to the Premises or the Common Parts or temporary closure or
diversion of any of the Common Parts or Service Media by reason of necessary
inspection repair maintenance or replacement thereof or any part thereof or
any plant machinery equipment installations or apparatus used in connection
therewith or damage thereto or destruction thereof by any risk



                                     27
<PAGE>

      (whether or not an Insured Risk) or by reason of electrical mechanical
      or other defect or breakdown or frost or other inclement conditions or
      shortage of fuel materials supplies or labour or whole or partial
      failure or stoppage of any mains supply due to any circumstances beyond
      the control of the Management Company PROVIDED ALWAYS that the
      Management Company shall use all reasonable endeavours to minimise the
      adverse effects of any such circumstances and to remedy any such
      interruption closure or diversion as soon as reasonably practicable
      PROVIDED FURTHER that in the event of the Landlord or the Management
      Company being unable to provide air conditioning or electricity to the
      Premises in such circumstances the Tenant shall be entitled to carry out
      (the Landlord and Management Company affording the Tenant reasonable
      access to do so) all necessary remedial works to such electricity or air
      conditioning PROVIDED THAT:

      (a)    the Tenant shall carry out such works in a good and workmanlike
             manner and make good all damage caused causing as little
             inconvenience to the Landlord Management Company and other
             tenants as reasonably practicable
      
      (b)    the Landlord or the Management Company shall be responsible for
             the costs of the Tenant in carrying out such remedial works when
             such works are being carried out as a consequence of any breach
             of the Landlord's or Management Company's covenants hereunder
      
7.    PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED THAT:-
      
      FORFEITURE AND RE-ENTRY
      
      (1)    Without prejudice to any other remedies and powers contained in 
             this lease or otherwise available to the Landlord if
      
             (a)   the whole or part of the rents shall be unpaid for 
                   twenty-one days after becoming payable (whether or not
                   formally demanded) or
      
             (b)   any of the Tenant's covenants in this lease are not
                   performed or observed in the manner and at the times herein
                   specified or
      
             (c)   the guarantee granted by the Guarantor or any other
                   guarantor of the Tenant's obligations is or becomes
                   unenforceable (in whole or in part) for any reason
                   whatsoever and no suitable alternative security is provided
                   to the Landlord within a period of one month or

             if the Tenant (or if more than one person any one of them):-
      
             (d)   being a company enters into liquidation whether voluntarily 
                   (except for reconstruction or amalgamation of a solvent 
                   company) or compulsorily or has a provisional liquidator or
                   a receiver (including an administrative receiver) appointed
                   or its directors pass a resolution to petition for an
                   administration order or one or more of them swears an
                   affidavit in support of such a petition or is the subject
                   of an administration order or a petition for one or of a
                   voluntary arrangement or a proposal for one under Part I
                   Insolvency Act 1986
      
             (e)   being a company incorporated outside the United Kingdom is 
                   the subject of any proceedings or event analogous to those
                   referred to in clause 7(1)(d) in the country of its
                   incorporation
      
                                      28
                                                              


<PAGE>


            (f)    being an individual is the subject of a bankruptcy petition 
                   or bankruptcy order or of any application or order or
                   appointment under section 253 or section 273 or section 286
                   Insolvency Act 1986 or otherwise becomes bankrupt or
                   insolvent or dies
      
            the Landlord may at any time thereafter (and notwithstanding the
            waiver of any previous right of re-entry) re-enter the Premises
            without prejudice to the Tenant's right to relief against
            forfeiture whereupon this lease shall absolutely determine but
            without prejudice to either parts right of action against the
            other in respect of any antecedent breach of the covenants in this
            lease
      
      LETTING SCHEME USE AND EASEMENTS
      
      (2)   No letting or building scheme exists or shall be created in
            relation to the Building and (subject only to those easements
            expressly granted by this lease) neither the Tenant nor the
            Premises shall be entitled to any easement or quasi-easement
            whatsoever and nothing herein contained or implied shall give the
            Tenant the benefit of or the right to enforce or to have enforced
            or to prevent the release or modification of any right easement
            covenant condition or stipulation enjoyed or entered into by any
            tenant of the Landlord in respect of property not demised by this
            lease or prevent or restrict the development or use of the
            remainder of the Building or any other land
      
      COMMON PARTS AND SERVICE MEDIA
      
      (3)   Subject always to the rights of the local authority the relevant
            supply authorities and any other competent authority the Common
            Parts and the Service Media are at all times subject to the
            exclusive control and management of the Landlord who may from time
            to time (if it shall be necessary or reasonable to do so for the
            benefit of the Building or otherwise in keeping with the
            principles of good estate management) alter divert substitute stop
            up or remove any of them (leaving available for use by the Tenant
            reasonable and sufficient means of access to and egress from and
            servicing for the Premises)
      
      SERVICE OF NOTICES
     
      (4)   (a)    In addition to any other mode of service any notices to be 
                   served under this lease shall be validly served if
                   served in accordance with section 196 Law of Property Act
                   1925 as amended by the Recorded Delivery Service Act 1962 or
                   (in the case of any notice to be served on the Tenant) by
                   sending it to the Tenant at the Premises PROVIDED THAT
                   whilst the Tenant hereunder is Donaldson Lufkin & Jenrette
                   International Limited such notice shall also be served on
                   the offices for the time being of SJ Berwin & Co (attention:
                   Edward Page) or such other firm of solicitors notified in
                   writing to the Landlord and 277 Park Avenue, New York, New
                   York 10172
            
            (b)    If the Tenant or any guarantor comprises more than one
                   person it shall be sufficient for all purposes if notice is
                   served on one of them but a notice duly served on the
                   Tenant will not need to be served on any guarantor


                                      29
<PAGE>

      
      RENT CESSER
      
      (5)   If and whenever during the Term:-
      
            (a)    the Premises (other than the Tenant's plant and equipment 
                   and tenant's fixtures) or the means of access to the
                   Premises within the Building are damaged or destroyed by
                   any of the Insured Risks so that the Premises are incapable
                   of beneficial occupation and use and
      
            (b)    subject to clause 5(2)(b) the insurance of the Building or 
                   the payment of any insurance money has not been vitiated by
                   the act neglect default or omission of the Tenant or of any
                   person deriving title under or through the Tenant their
                   respective servants agents and invitees
      
            the rent first reserved by this lease and the Service Charge or a
            fair proportion of them according to the nature and extent of the
            damage sustained shall be suspended and cease to be payable from
            the date of destruction or damage until whichever is the earlier
            of the date on which the Premises are reinstated to the
            Reinstatement Specification and if applicable the essential means
            of access within the Building are available and the date of expiry
            of the period for which insurance of loss of rent is effected and
            any dispute about such suspension shall be referred to the award
            of a single arbitrator to be appointed in default of agreement on
            the application of the Landlord or the Tenant to the President for
            the time being of The Royal Institution of Chartered Surveyors in
            accordance with the Arbitration Acts 1950 and 1979
      
      LANDLORD'S LIABILITY
      
      (6)   The Landlord shall not be liable for (without prejudice to the
            provisions of clause 7(3)) any closure of any of the Common Parts
            or stoppage or severance affecting any of the Service Media or any
            interruption to the supply of electricity to the Premises or
            temporary closure or diversion of any of the Common Parts or
            Service Media by reason of necessary inspection repair maintenance
            or replacement thereof or any part thereof or any plant machinery
            equipment installations or apparatus used in connection therewith
            or damage thereto or destruction thereof by any risk (whether or
            not an Insured Risk) or by reason of electrical mechanical or
            other defect or breakdown or frost or other inclement conditions
            or shortage of fuel materials supplies or labour or whole or
            partial failure or stoppage of any mains supply due to any
            circumstances beyond the control of the Landlord PROVIDED ALWAYS
            that the Landlord shall use all reasonable endeavours to minimise
            the adverse effects of any such circumstances and to remedy any
            such interruption closure or diversion as soon as reasonably
            practicable PROVIDED FURTHER that in the event of the Landlord or
            the Management Company being unable to provide air conditioning or
            electricity to the Premises in such circumstances the Tenant shall
            be entitled to carry out (the Landlord and Management Company
            affording the Tenant reasonable access to do so) all necessary
            remedial works to such electricity or air conditioning PROVIDED
            THAT:
      
      (a)   the Tenant shall carry our such works in a good and workmanlike 
            manner and make good all damage caused causing as little
            inconvenience to the Landlord Management Company and other tenants
            as reasonable practicable)
      
      
                                            30
      
<PAGE>


      (b)   the Landlord or the Management Company shall be responsible for the
            costs of the Tenant in carrying out such remedial works when such 
            works are being carried out as a consequence of any breach of the
            Landlords or Management Company's covenants hereunder
      
      ARBITRATION FEES

      (7)   The fees of any arbitrator incurred in any arbitration proceedings
            arising out of this lease may be paid to the arbitrator by the 
            Landlord or by the Tenant notwithstanding any direction or prior
            agreement as to liability for payment and any sums so paid for
            which the party who pays them initially is not ultimately liable
            shall be repayable on demand by the party who is liable for them

      RENT REVIEW MEMORANDUM
      
      (8)   Forthwith after every agreement or determination of any increase in
            the amount of the rent reserved and made payable by virtue of
            schedule 4 a memorandum recording the increase shall be attached
            to this lease and to the counterpart and such memorandum shall be
            signed by or on behalf of the Landlord and the Tenant respectively

      NO WARRANTY AS TO USE
      
      (9)   Nothing contained in this lease shall constitute or be deemed to
            constitute a warranty by the Landlord that the Premises are
            authorised under Planning Law to be used or are otherwise fit for
            any specific purpose
      
      DISPUTES
      
      (10)  (a)    Any dispute between the Tenant and any other tenant or
                   occupier of any part of the Building relating to any
                   easement or right affecting the Building or any part of it
                   shall (unless the Landlord shall by notice to the parties
                   concerned renounce its power to determine it) be referred
                   to the Landlord whose decision acting reasonably (acting in
                   the capacity of an expert) shall be binding upon the
                   parties to the dispute but the Landlord shall give written
                   reasons for his decision
      
            (b)    Where any issue (other than one relating to a rent review)
                   arising out of or under or relating to the Head Lease which
                   also affects or relates to the provisions of this lease is
                   to be determined as provided in the Head Lease the
                   determination of such issue pursuant to the provisions of
                   the Head Lease shall be binding on the Tenant as well as
                   the Landlord for the purposes both of the Head Lease and
                   this lease
      
      COMPENSATION
      
      (11)  Except where any Enactment prohibits the right to compensation being
            reduced or excluded by agreement, neither the Tenant nor any
            occupier of the Premises shall be entitled on quitting them to
            claim from the Landlord any compensation under the Landlord and
            Tenant Act 1954


                                      31
<PAGE>


      RATEABLE VALUE APPEALS
      
      (12)  (a)    If the Landlord or the Tenant intends to make a proposal to
                   alter the entry for the Premises in the local non-domestic 
                   rating list it shall notify the other party of its intention
                   and shall incorporate in the proposal such proper and
                   reasonable representations as may be made by or on behalf
                   of that party
      
            (b)    The Tenant shall not agree the level of rates liability
                   attributable to the Premises following the date hereof
                   without the Landlord's consent (such consent not to be
                   unreasonably withheld or delayed) PROVIDED that for the
                   avoidance of doubt the Landlord shall not be entitled to
                   refuse its consent to any level of rates which the Tenant
                   has negotiated with the appropriate rating authority which
                   is lower than any level of rates negotiated by or on behalf
                   of the Landlord in respect of the Building on a pro rata
                   basis
      
      NO WARRANTY AS TO SECURITY
      
      (13)  Nothing contained in this lease (and no exercise of any of the
            Landlord's powers under this lease) shall constitute or be deemed
            to constitute a warranty by the Landlord that the Premises shall
            be kept secure or that any security service to the Common Parts
            shall be effective
      
      JURISDICTION
      
      (14)  This lease shall be governed by and construed in all respects in
            accordance with the law of England and for the benefit of the 
            Landlord the English courts shall have exclusive jurisdiction in
            relation to disputes arising under or connected with this lease
            and the Tenant agrees that any process may be served on it by
            leaving a copy of the relevant document at the Premises provided
            however that the Landlord shall retain the right at its sole
            election to sue the Tenant elsewhere including in the courts of
            the Tenant's domicile
      
      OVERRIDING LEASE
      
      (15)  If at any time during the Term the Landlord shall grant a tenancy 
            of the reversion immediately expectant on the determination of
            this lease whether pursuant to Section 19 Landlord and Tenant
            (Covenants) Act 1995 or otherwise any covenant on the part of the
            Tenant to obtain the consent of the Landlord under this lease to
            any dealing shall be deemed to include a further covenant also to
            obtain the consent of the lessor under such tenancy to such
            dealing
      
8.    LANDLORD'S GUARANTOR
      
      (1)   The Landlord's Guarantor at the request of the Landlord and in 
            consideration of the Tenant agreeing to take this lease covenants 
            and agrees with the Tenant that all of the Landlord's obligations
            contained in this lease will be performed and observed in the
            manner and at the times herein specified and that is there is
            default in performing and observing any of the Landlord's
            obligations (notwithstanding any time or indulgence granted by the
            Tenant to the Landlord or compromise, neglect or forbearance on
            the part of the Tenant in enforcing the observance of the
            Landlord's obligations in this lease) the Landlord's Guarantor
      
      
                                      32


<PAGE>


             will observe and perform (or procure the performance and
             observance of) the obligations in respect of which the Landlord 
             shall be in default

      (2)    The Landlord's Guarantor at the request of the Management Company 
             and in consideration of the Tenant agreeing to pay the Service
             Charge covenants and agrees with the Tenant that all of the
             Management Company's obligations contained in this lease will be
             performed and observed in the manner and at the times herein
             specified and that if there is default in performing and
             observing any of the Management Company's obligations
             (notwithstanding any time or indulgence granted by the Tenant to
             the Management Company or compromise, neglect or forbearance on
             the part of the Tenant in enforcing the observance of the
             Management Company's obligations in this lease) the Landlord's
             Guarantor will observe and perform (or procure the performance
             and observance of) the obligations in respect of which the
             Management Company shall be in default

9.    TENANT'S OPTION TO DETERMINE

      (1)    The Tenant may (subject to compliance with the provisions of
             this clause) determine this lease as 24th October 2008

      (2)    If the Tenant wishes so to determine the Tenant shall give to the
             Landlord the Termination Notice such notice to expire on 
             24th October 2008
            
      (3)    If the Tenant duly serves the Termination Notice it shall procure
             that vacant possession of the Premises will be available on 
             24th October 2008 free of occupation by and of any estate or
             interest rested in the Tenant or any third party and this lease
             shall not determine as a result of any notice served by the
             Tenant if the Tenant is in material breach of any of its covenant
             to pay the rents and Interim Sum contained in this lease
             (including those contained in this sub-clause) as at 24th October 
             2008 except to the extent if at all the Landlord in its absolute
             discretion waives compliance with any of them

10.   GUARANTEE AND GUARANTOR'S INDEMNITY

      The Guarantor at the request of the Tenant and in consideration of the
      grant of this lease covenants and agrees with the Landlord and during
      the Term and any period of holding over continuation or extension
      thereof whether by an Enactment common law or otherwise (subject to
      clause 4(15)):-

      (1)    The rents reserved by this lease (whether or not ascertained as
             to amount) will be duly paid and that all the Tenant's
             obligations contained in it will be performed and observed in the
             manner and at the times herein specified and that if there is any
             default in paying the rents or in performing and observing the
             Tenant's obligations (notwithstanding any time or indulgence
             granted by the Landlord to the Tenant or compromise neglect or
             forbearance on the part of the Landlord in enforcing the
             observance and performance of the Tenant's obligations in this
             lease or any refusal by the Landlord to accept rents tendered by
             or on behalf of the Tenant) the Guarantor will observe and
             perform the obligations in respect of which the Tenant shall be
             in default and will on demand and on a full indemnity basis pay
             to the Landlord an amount equivalent to the rents or other
             amounts not paid and/or any loss damage costs charges expenses or
             any other liability incurred or suffered by the Landlord as a
             result of the default (and in the event of non-payment shall pay
             interest at the Interest Rate from the date of demand to the


                                      33

<PAGE>


             Guarantor until the date of payment) and will otherwise indemnify 
             and hold harmless the Landlord against all actions claims costs
             damages demands expenses losses and proceedings arising from or
             incurred by the Landlord as a result of such non-performance or
             non-observance
      
       (2)   If any liquidator or other person having power to do so disclaims 
             this lease or if it shall be forfeited or if the Tenant ceases to
             exist and if the Landlord by written notice served within three
             months after the date of disclaimer or forfeiture or the Landlord
             having actual knowledge of the cesser of existence of the Tenant
             (each a "Trigger Event") requires the Guarantor to accept a lease
             of the Premises for a term computed from the date of the Trigger
             Event to the date on which the Term would have expired by
             effluxion of time and at the same rents and subject to the same
             covenants stipulations conditions and provisions (except that the
             Guarantor shall not be required to procure that any other person
             is made party to that lease as guarantor) as are reserved by and
             contained in this lease immediately before the Trigger Event and
             with coincidental Review Dates (the said new lease and the rights
             and liabilities thereunder to take effect as from the date of
             such Trigger Event) the Guarantor shall forthwith accept such
             lease accordingly and execute and deliver to the Landlord a
             counterpart of it and indemnify the Landlord upon demand against
             the costs incurred on the grant of the new lease
       
       (3)   The liability of the Guarantor hereunder shall not be released 
             reduced affected or prejudiced by reason of:-
       
             (a)    any variation or waiver of or addition to the terms of this
                    lease or any of them agreed between the Landlord and the
                    Tenant or
       
             (b)    the surrender by the Tenant of part of the Premises (in 
                    which event the liability of the Guarantor shall continue
                    in relation to the Tenant's obligations in respect of the
                    part of the Premises not so surrendered) or
       
             (c)    any legal limitation immunity disability incapacity
                    occurrence of insolvency or the winding-up of the Tenant
                    or
       
             (d)    (without limitation to the foregoing) of any other act or
                    thing act or thing by which (but for this provision) the
                    Guarantor would have been discharged or released (in each
                    case in whole or in part) from liability under this
                    guarantee and indemnity
       
             or any combination of any two or more of such matters
       
       (4)   If a Trigger Event occurs and for any reason the Landlord does not
             require the Guarantor to accept a new lease of the Premises in 
             accordance with clause 8(2) the Guarantor shall pay to the
             Landlord on demand (in addition to any other loss damage costs
             charges expenses or other liability which the Guarantor may be
             required to make good hereunder and without prejudice to any
             other rights of the Landlord) an amount equal to the rents which
             would have been payable hereunder but for such Trigger Event (so
             far as such rents do not otherwise continue to be payable) for
             the period commencing on the date of such Trigger Event and
             ending on whichever is the earlier of the date one year after the
             date of such Trigger Event and the date (if any) upon which rent
             is first payable in respect of the whole of the Premises on a
             reletting thereof


                                      34

            
      
      
<PAGE>
      
      
       (5)   Without prejudice to the rights of the Landlord against the Tenant 
             the Guarantor shall be a principal obligor in respect of its
             obligations under this clause and not merely a surety and
             accordingly the Guarantor shall not be discharged nor shall its
             liability hereunder be affected by any act or thing or means
             whatsoever by which its said liability would not have been
             discharged if it had been a primary debtor
       
       (6)   The Guarantor shall pay all reasonable charges (including legal
             and other costs on a full indemnity basis) incurred by the
             Landlord in relation to the Landlord's enforcement of this
             guarantee and indemnity against the Guarantor or for enforcing
             payment by the Guarantor of amounts indemnified by it hereunder
       
       (7)   The Landlord may at its option enforce the terms of this guarantee
             and indemnity against the Guarantor without having first enforced
             the covenants and terms of this lease against the Tenant and also
             without first having recourse to any other rights or security
             which the Landlord may have obtained in relation to this lease
       
       (8)   The Guarantor shall not be entitled to participate in any security 
             held by the Landlord in respect of the obligation of the Tenant
             under this lease or to any right of subrogation in respect of any
             such security until all the obligations owed to the Landlord by
             the Tenant and the Guarantor hereunder have been fully and
             unconditionally fulfilled and discharged
       
       (9)   The Guarantor shall not claim in any liquidation bankruptcy 
             composition or scheme of arrangement in respect of the Tenant in
             competition with the Landlord and if and to the extent that it
             receives the same shall remit to (and until remission shall hold
             in trust for) the Landlord all and any monies received from any
             liquidator trustee receiver or out of any composition or
             arrangement or from any supervisor thereof until all the
             obligations of the Tenant and the Guarantor hereunder owed to the
             Landlord have been fully and unconditionally fulfilled and
             discharged
       
       (10)  This guarantee and indemnity shall enure for the benefit of the
             Landlord's successors in title under this lease without the
             necessity for any assignment thereof
       
       (11)  While Donaldson, Lufkin & Jenrette International Limited remains 
             the Tenant this guarantee and indemnity shall only apply if and
             for so long as the total shareholders funds and reserves of
             Donaldson, Lufkin & Jenrette International Limited are or fall
             below the value of Fifty million pounds (pounds sterling
             50,000,000) and Donaldson, Lufkin & Jenrette International Limited
             and Donaldson, Lufkin & Jenrette Inc. shall notify the Landlord at
             the beginning of each period in which this guarantee and indemnity
             applies and again when it ceases to apply AND for the avoidance of
             doubt this guarantee (subject to compliance by the Tenant with
             clause 4(15)) shall automatically cease on any lawful assignment
             of this lease (but without prejudice to either party's rights
             against the other in respect of any antecedent breaches of this
             lease) unless in the circumstances contemplated by clause
             4(15)(g)(ii)(b) it is reasonable for Donaldson Lufkin & Jenrette
             Inc. to remain the guarantor hereunder of the liabilities of
             Donaldson, Lufkin & Jenrette International Limited PROVIDED
             FURTHER that Donaldson, Lufkin & Jenrette Inc shall in such
             circumstances automatically be released on a second assignment of
             this lease
       
       
                                      35
      <PAGE>
      
      
11.    STAMP DUTY CERTIFICATE
      
       It is hereby certified that there is no agreement for lease to which
       this lease gives effect

IN WITNESS whereof this Deed has been executed by the parties hereto and is
intended to be and is hereby delivered on the date first above written


                                      36
<PAGE>



                                    SCHEDULE 1

                                  (THE PREMISES)

ALL THOSE office premises situate on the twenty-fourth floor and being part of
the Building which are shown on the Plans and thereon verged red for
identification purposes only ALL which premises include:-

(a)   the plaster linings and other interior coverings and facing materials of 
      all walls and of any columns within or bounding the said premises

(b)   the screed the raised floor the fixed and unfixed floor coverings and
      all materials lying between the upper surface of the structural floor
      slab and the raised floor surface

(c)   the ceilings including all materials forming part of them lying and the
      void space (if any) above such ceilings but below the lower surface of
      the structural ceiling slab

(d)   all non-load bearing walls lying within the said premises

(e)   all plant and other apparatus and conducting media which are designed to
      serve the said premises exclusively including any which the Landlord may
      permit under clause 4(14) and whose operation does not have any impact
      on the central building systems

(f)   the following items supplied and fitted by the Landlord:-

      (i)    venetian horizontal perforated blinds on the inside of the 
             external windows of the Premises

      (ii)   electricity check meter

but exclude:-

(i)   all Service Media and Landlord's Services Equipment and

(ii)  the load bearing structure of the Building including the load bearing
      structure of the roofs foundations external and internal walls and
      columns and the structural slabs of the ceilings and floors and

(iii) the external surfaces of the Building and the whole of the window
      glazing and window frames and other fenestration units constructed in
      the external walls and in the other boundaries of the said premises


                                    SCHEDULE 2

                          (EASEMENTS AND RIGHTS GRANTED)

1.    The right in connection with the Permitted Use subject to the provisions
      of clause 7(3) and subject to compliance with all reasonable rules and
      regulations in connection with the exercise of such right as may be
      prescribed from time to time by the Landlord:-

      (1)    for the Tenant its employees servants and duly authorised agents
             invitees and visitors for the purpose only of ingress and egress
             to and from the Premises to use the Common Parts and to use all
             means of escape but only when needed in an emergency and

      (2)    to use the Service Media



                                      37
<PAGE>


2.    The right of support shelter and protection for the Premises from any
      adjoining or neighbouring parts of the Building as enjoyed by the
      Premises at the date of this lease

3.    The right to have displayed the name or trading style of the Tenant and
      any authorised sub-tenants or permitted occupiers (subject to a maximum
      of four names at any particular time) on the signboard in the entrance
      lobby of the Building provided by the Landlord pursuant to paragraph 14
      of Part I of schedule 6 and the right to install a sign displaying the
      name of the Tenant at the entrance to the Premises the precise location
      size and style of such sign to be subject to the approval of the
      Landlord (such approval not to be unreasonably withheld or delayed)

4.    The right to install a supplementary air conditioning system and UPS
      within the 14th floor plant area in the Building in a manner and in a
      location to be approved by the Landlord such approval not to be
      unreasonably withheld or delayed (in accordance with the provisions of
      clause 4(12)) and a right of access to such 14th floor plant area at all
      reasonable times on reasonable prior notice (save in the case of
      emergency) for repair and maintenance and PROVIDED that on determination
      of the Term the Tenant shall remove any such installation and reinstate
      the plant room area to the reasonable satisfaction of the Landlord
      (making good all damage caused in such removal)

5.    The right to use and to have reasonable access for repair and
      maintenance (on reasonable prior written notice to the Landlord) those
      works or installations within or on the Building (but outside the
      Premises) for which consent has been given pursuant to the Agreement for
      Initial Alterations

6.    The exclusive right to use the lavatories on the same floor as the
      Premises subject to the Tenant being responsible for all elements of
      Service Cost relating to such toilets should any other tenant of
      accommodation in the Building object to meeting any proportion of
      Service Cost in relation to such facilities (on the basis of such
      exclusive use)

                                     SCHEDULE 3

                           (EXCEPTIONS AND RESERVATIONS)

1.    The right to build alter or extend (whether vertically or laterally)
      any building notwithstanding that the access of light and air or either
      of them to the Premises and the lights windows and openings thereof may
      be affected

2.    The right at reasonable times on reasonable prior written notice (except
      in an emergency where no notice need be given) to enter upon the
      Premises as often as may be necessary for the purpose of complying with
      the covenants of the Head Lease for all the purposes for which the
      Tenant covenants in this lease to permit entry and for all purposes in
      connection with the carrying out of the Services and for the purposes of
      complying with any statutory requirements

3.    The right to use and to construct inspect maintain repair divert and
      otherwise alter stop up and relay and to make connections to any Service
      Media in on or under the Premises at any time during the Term for the
      benefit of any other part of the Building or any adjacent or
      neighbouring land

4.    The right to erect and maintain scaffolding on or against any part of
      the Building so long as reasonable and sufficient means of access to and
      egress from and servicing the Premises are maintained


                                      38

<PAGE>


5.    All rights of light air and other easements and rights (but without
      prejudice to those expressly granted by this lease) enjoyed by the
      Premises from or over any other part or parts of the Building or any
      adjacent or neighbouring land

6.    The right of support protection and shelter for the benefit of other
      parts of the Building from the Premises

7.    The right for one or more members of any security staff employed by the
      Landlord or its agents at any time or times on reasonable prior notice
      (save in the case of emergency where no notice is required) to enter the
      Premises if it shall be considered necessary or desirable so to do in
      connection with the security of the Building

8.    The right for the tenant or occupier of any other part of the Building
      authorised by the Landlord having first given reasonable written notice
      to the Tenant at reasonable times in the daytime and at any time and
      without notice in case of emergency to enter the Premises for the
      purpose of repairing that other part of the Building making good any
      damage so caused to the reasonable satisfaction of the Tenant

9.    The rights reserved to the Superior Landlord (by covenant or by express
      reservation) in the Head Lease

PROVIDED ALWAYS THAT if the Landlord or its employees or the persons
authorised by the Landlord exercises any of the rights by carrying out work on
the Premises it shall cause as little inconvenience as possible and as soon as
reasonably practicable make good any damage caused to them unless the right
has been exercised because of some breach by the Tenant or by any person
claiming through it

                                  SCHEDULE 4

               (THE FIRST RESERVED RENT AND THE REVIEW THEREOF)

1.    In this schedule the following expressions have the respective specified
      meanings:-

      (1)    "Current Rent" means the amount of the yearly rent first reserved
             by this lease payable immediately before the relevant Review Date

      (2)    "Review Rent" means the yearly market rent which might reasonably
             be expected to be payable following the expiry of any period at
             the beginning of the term which might be negotiated in the open
             market for the purposes of fitting out during which no rent or a
             concessionary rent is payable or following the payment of any
             capital sum or fitting out contribution which might be negotiated
             in the open market for the purposes of fitting out (and on the
             assumption that the lessee has had the benefit of such rent free
             or concessionary rent period or capital sum or fitting out
             contribution and has used the same fully to fit out the Premises
             for the Permitted Use to the lessee's particular requirements) if
             the Premises had been let in the open market by a willing lessor
             to a willing lessee with vacant possession on the relevant Review
             Date without fine or premium for a term often years computed from
             the relevant Review Date taking into account the lessee's right
             at the expiration of the term to be granted a new tenancy under
             Part II Landlord and Tenant Act 1954 and otherwise upon the
             provisions (save as to the amount of the rent first reserved by
             this lease but including the provisions for rent review at
             five-yearly intervals) contained in this lease and on the
             assumption if not a fact that the said provisions have been fully
             complied with and on the further assumptions that:-


                                      39
<PAGE>


                  (a)   the Permitted Use and the Premises comply with
                        Planning Law and every other Enactment free from any
                        onerous condition restriction and limitation and that
                        the lessee may lawfully implement and carry on the
                        Permitted Use

                  (b)   no work has been carried out to the Premises which has
                        diminished their rental value

                  (c)   in case the Building or any part of it has been
                        destroyed or damaged it has been fully restored

                  (d)   the Premises have been fitted out to no less standard
                        than that set out in the Reinstatement Specification

                  but disregarding any effect on rent of:-

                  (i)   the fact that the Tenant or any underlessee or other
                        permitted occupier or their respective predecessors in
                        title has been or is in occupation of the Premises

                  (ii)  any goodwill attached to the Premises by the carrying
                        on in them of the business of the Tenant or any
                        underlessee or their respective predecessors in title
                        or other permitted occupier

                  (iii) (without prejudice to paragraphs 1(2)(b) and 1(2)(c)
                        of this schedule) any works carried out to the
                        Premises during the Term by the Tenant or any
                        permitted underlessee in either case at its own
                        expense in pursuance of a licence granted by the
                        Landlord where required and otherwise than in
                        pursuance of any obligation to the Landlord

                  (iv)  the works carried out to the Premises by the Tenant or
                        carried out by the Landlord at the expense of the
                        Tenant pursuant to the Agreement for Initial
                        Alterations

      (3)   "Review Surveyor" means an independent chartered surveyor
            appointed pursuant to paragraph 3(1) of this schedule and if to be
            nominated by or on behalf of the President for the time being of
            the Royal Institution of Chartered Surveyors the said President to
            be requested to nominate an independent chartered surveyor having
            not less than ten years practice in the City of London next before
            the date of his appointment and recent substantial experience in
            the letting and valuation of office premises of a similar
            character and quality to those of the Premises and who is a
            partner or director of a leading firm or company of surveyors
            having specialist market and valuation knowledge of such premises

2.    The yearly rent first reserved and payable from each Review Date until
      the next following Review Date or (in the case of the period commencing
      on the last Review Date during the Term) until the expiry of the Term
      shall be the higher of:-

(1)   the Current Rent (ignoring for this purpose any rent cesser pursuant to
      clause 7(5)) and

(2)   the Review Rent


                                      40
<PAGE>


3.    If the Landlord and the Tenant shall not have agreed the Review Rent by
      the date three months before the relevant Review Date it shall (without
      prejudice to the ability of the Landlord and the Tenant to agree it at
      any time) be assessed as follows:-

      (1)    the Review Surveyor shall (in the case of agreement about his
             appointment) be forthwith appointed by the Landlord or the Tenant
             to assess the Review Rent or (in the absence of agreement at any
             time about his appointment) be nominated to assess the Review
             Rent by or on behalf of the President for the time being of The
             Royal Institution of Chartered Surveyors on the application of
             the Landlord or the Tenant

      (2)    Unless the Landlord and the Tenant agree that the Review Surveyor
             shall act as an expert (which after the appointment has been made
             they may not do save with the consent also of the Review
             Surveyor) he shall act as an arbitrator and the arbitration shall
             be conducted in accordance with the Arbitration Acts 1950 and
             1979

      (3)    If the Review Surveyor is appointed as an expert he shall be
             required to give notice to the Landlord and the Tenant inviting
             each of them to submit to him within such time limits as he shall
             stipulate a proposal for the Review Rent supported (if so desired
             by the Landlord or the Tenant) by any or all of:-

             (i)   a statement of reasons

             (ii)  a professional rental valuation and (separately and later)

             (iii) submissions in respect of each other's statement of reasons
                   and valuation

             but he shall not be bound thereby and shall make the
             determination in accordance with his own judgment (including any
             determination concerning any party's liability for the costs of
             the reference to him) save in respect of points of law

      (4)    If the Review Surveyor whether appointed as arbitrator or expert
             refuses to act or is or becomes incapable of acting or dies the
             Landlord or the Tenant may apply to the President for the further
             appointment of another Review Surveyor

4.    If the Review Rent has not been agreed or assessed by the relevant
      Review Date the Tenant shall:-

      (1)    continue to pay the Current Rent on account and

      (2)    pay the Landlord within seven days after the agreement or
             assessment of the Review Rent the amount (if any) by which the
             Review Rent for the period commencing on the relevant Review Date
             and ending on the quarter day following the date of payment
             exceeds the Current Rent paid on account for the same period plus
             interest at three per cent below the Interest Rate for each
             installment of rent due on and after the relevant Review Date on
             the difference between what would have been paid on that rent day
             had the Review Rent been fixed and the amount paid on account
             (the interest being payable from the date on which the
             installment was due up to the date of payment of the shortfall)

5.    If any Enactment restricts the right to review rent or to recover an
      increase in rent otherwise payable then when the restriction is released
      the Landlord may at any time within six months after the date of release
      give to the Tenant not less than one month's


                                      41

<PAGE>


      notice requiring an additional rent review as at the next following
      quarter day which shall for the purposes of this lease be a Review Date

                                  SCHEDULE 5

                             (THE SERVICE CHARGE)

1.    In this schedule:

      "ACCOUNTING PERIOD" means the period from and including 1st January to
      and including 31st December in any year or such other period of twelve
      months as the Management Company shall reasonably determine from time to
      time

      "EXPERT" means a chartered surveyor experienced in the administration
      and apportionment of service charges for buildings similar to the
      Building as agreed upon by the Management Company and the Tenant or on
      failure to agree appointed at the request of either party by the
      President Provided that where an Expert has previously been agreed or
      appointed in relation to any matter in connection with the Service Cost
      or the allocation of the Service Cost between the tenants of the
      Building (whether or not pursuant to the terms of this Underlease) the
      Management Company or the Tenant shall be entitled if reasonable to
      require that the same Expert be appointed

      "INTERIM SUM" means a fair and reasonable yearly sum assessed by the
      Management Company acting reasonably on account of the Service Charge
      for each Accounting Period being a fair and reasonable estimate of the
      Service Charge payable by the Tenant in respect of that Accounting
      Period

      "RESERVE" means the total of the amounts received by the Management
      Company in respect of the matters referred to in paragraph 2(B) of this
      schedule

      "SERVICE CHARGE" means the proportion or proportions of the Service Cost
      attributable to the Premises determined in accordance with the
      provisions of this schedule payable from the date hereof

      "SERVICE CHARGE CERTIFICATE" means a certificate showing the Service
      Cost and Service Charge for each Accounting Period served pursuant to
      paragraph 5 of this schedule and prepared by the Management Company's
      surveyor or auditor

      "SERVICE COST" means the total sum calculated in accordance with
      paragraph 2 of this schedule

2.    The Service Cost shall be the total of:-

      (A)   the reasonable cost properly incurred by the Management Company in
            any Accounting Period in carrying out or procuring the carrying
            out of the Services and providing each item of the Services
            including (without prejudice to the generality of the foregoing)
            the costs and expenses set out in Part II of schedule 6 (insofar
            as the same are reasonable and properly incurred) and any other
            reasonable costs and expenses properly incurred by the Management
            Company or with the Management Company's authority in connection
            with the Services but excluding for the avoidance of doubt

            (i)   any costs attributable to the provision of any of the
                  Services outside Normal Business Hours at the specific
                  request of the Tenant (which shall

                                      42

<PAGE>


                  be charged direct to the Tenant) or of any other tenant or
                  tenants of the Building and

            (ii)  any Value Added Tax which the Management Company may incur
                  of and incidental to the provision of the Services and which
                  is recoverable as input tax by the Management Company

            (iii) any cost or expense incurred in making good any damage
                  caused by any of the Insured Risks

      (B)   an amount (to be revised annually by the Management Company at its
            reasonable discretion) to be charged in any Accounting Period as a
            contribution to the establishment and maintenance of a reserve
            towards the estimated cost to the Management Company of the
            provision of the Services such amount to be ascertained on the
            assumption (inter alia) that the cost of replacement of items of
            plant machinery equipment and other capital items is calculated on
            such life expectancy of the said items as the Management Company
            may from time to time reasonably determine to the intent that a
            fund be accumulated sufficient to cover the cost of replacement of
            the said items by the end of their anticipated life

      PROVIDED THAT nothing herein contained shall oblige the Management
      Company to maintain the Reserve or a reserve sufficient to cover the
      whole of the cost of replacement of any plant machinery equipment or
      other capital items and provided further that any expenditure on any
      items in respect of which any sums shall have been included in the
      Reserve during an Accounting Year shall at the Management Company's
      reasonable discretion as to the amount thereof if any be met out of the
      Reserve AND PROVIDED THAT in respect of any costs or expenses not
      incurred exclusively in connection with the provision or carrying out of
      the Services a fair proportion only of such costs and expenses shall be
      included in the Service Cost

3.    (A)   The Service Charge payable by the Tenant for any Accounting Period
            shall be a fair proportion of the Service Cost attributable to the
            Premises from time to time as properly determined by the
            Management Company (and so in proportion for any Accounting Period
            not falling wholly within the Term the Service Cost in any such
            case being deemed to accrue on a day to day basis for the purpose
            of apportionment)

      (B)   If at any time and from time to time during the Term the method or
            basis of calculating or ascertaining the cost of any item of the
            Services shall alter or the basis of calculating or ascertaining
            the Service Cost in relation to any item of the Services shall
            change and as a result it is reasonable that there be an
            alteration or variation of the calculation of the Service Charge
            in order to achieve a fairer and better apportionment of the
            Service Cost amongst the tenants of the Building then and in every
            such case the Management Company shall vary and amend the Service
            Charge and make appropriate adjustments thereto provided always
            that in the event of any dispute between the Management Company
            and the Tenant and the other tenants of the Building or any of
            them the same shall be referred to the Expert for determination
            (the Expert to act as an expert and not as an arbitrator) whose
            decision shall save in the case of manifest error be binding on
            the parties (including his decisions as to the responsibility for
            his costs)

      (C)   The fair proportion to be determined by the Management Company in
            paragraph 3(A) above shall be determined on the basis that all
            accommodation within the

                                      43


<PAGE>


            Building let or occupied or designed contracted or adapted for
            letting or occupation (other than management accommodation) is
            fully let on terms which include service charge provisions
            consistent with the service charge provisions contained in this
            lease (save where otherwise specified herein) and such proportion
            shall not be increased or altered by reason of the fact that at
            any time any part of such accommodation may be vacant or that any
            tenant or other occupier of any other part of the Building may
            default in payment of its due proportion of the Service Cost

4.    (A)   The Tenant shall pay to the Management Company the Interim Sum
            without deduction by equal quarterly instalments in advance on the
            usual quarter days unless the Management Company shall reasonably
            anticipate that amounts to be incurred during the year immediately
            next following are anticipated as being incurred in accordance
            with a programme of non equal expenditure in which event the
            Management Company shall serve notice to such effect upon the
            Tenant and shall thereupon be entitled to require amounts of the
            Interim Sum to be paid by advance quarterly instalments of unequal
            amounts reasonably stipulated by the Management Company

      (B)   The Management Company shall be entitled to require as part of the
            Interim Sum payments in advance on account of the cost of the
            consumption of and supply charges in respect of electricity
            consumed within the Premises (save for any amounts which are
            invoiced directly by London Electricity plc to the Tenant) such
            sums not to exceed a fair and proper estimate of amounts
            reasonably anticipated by the Management Company as falling due
            within the next quarter

      (C)   If the Tenant consistently requests the provision of any of the
            Services outside Normal Business Hours the Management Company
            shall be entitled in addition to require the Tenant to pay along
            with payments of the Interim Sum a fair and proper estimate of
            amounts likely to be payable by the Tenant in the next quarter on
            account of such Services in accordance with the terms of this
            lease

      (D)   The Interim Sum for the Accounting Period ending 31st December
            1996 shall be pounds sterling 74,000

      (E)   Either before or as soon as practicable after the commencement of
            every Accounting Period the Management Company shall serve or
            cause to be served on the Tenant written notice of the Interim Sum
            for the relevant Accounting Period Provided that without prejudice
            to the provisions of paragraphs 6 and 7 of this schedule if the
            written notice aforesaid shall be served after the first occurring
            quarter day in the relevant Accounting Period the Tenant shall
            until service of the written notice aforesaid make payments on
            account of the Interim Sum for the relevant Accounting Period on
            the days and in the manner provided by sub-paragraph (A) of this
            paragraph of this schedule at an annual rate equal to the Interim
            Sum for the immediately preceding Accounting Period

5.    (A)   As soon as practicable after the expiry of every Accounting Period
            (and in any event within 4 months after such expiry) the
            Management Company shall serve or cause to be served a Service
            Charge Certificate on the Tenant for the relevant Accounting
            Period


                                      41

<PAGE>


      (B)   A Service Charge Certificate shall contain a summary of the
            Service Cost in respect of the Accounting Period to which it
            relates and the relevant calculations showing the Service Charge

      (C)   The Tenant may request further details of the breakdown of the
            expenditure under any particular item or items shown in a Service
            Charge Certificate by giving notice thereof in writing to the
            Management Company within three months of the date of service on
            the Tenant of the relevant Service Charge Certificate and upon
            receipt of such a notice the Management Company shall furnish to
            the Tenant all such relevant details in its possession or control
            or which can reasonably be obtained by it as relate to the
            expenditure under the item or items in question at the cost of the
            Tenant (include all books of account receipts demands and
            invoices) PROVIDED ALWAYS that notwithstanding the giving of any
            such notice the Tenant shall nevertheless pay all Interim Sums and
            Service Charges as and when they fall due or as may be underpaid
            from time to time (but without prejudice to any challenge claim or
            dispute that the Tenant may have made or may make in the future in
            respect of its Service Charge liability or otherwise)

6.    Within fourteen days after the service on the Tenant of a Service Charge
      Certificate showing that the Service Charge for any Accounting Period
      exceeds the Interim Sum for that Accounting Period the Tenant shall
      (without prejudice to any challenge claim or dispute as aforesaid) pay
      to the Management Company or as it shall direct a sum equal to the
      amount by which the Service Charge exceeds the Interim Sum provided that
      and the Tenant hereby acknowledges that if there shall be any such
      excess in respect of the Accounting Period the amount of such excess
      shall be a debt due from the Tenant to the Management Company and in the
      event that such excess is not received in cleared funds by the
      Management Company within 14 days of the due date for payment it shall
      attract interest at the Interest Rate calculated for the period
      commencing on the due dates for payment and ending on the date the sum
      is subsequently received by the Management Company notwithstanding that
      the Term may have expired or been determined before the service by or on
      behalf of the Management Company of the relevant Service Charge
      Certificate

7.    If in any Accounting Period the Service Charge is less than the Interim
      Sum for that Accounting Period a sum equal to the amount which the
      Interim Sum exceeds the Service Charge shall be accumulated by the
      Management Company and shall be applied in or towards the Service Charge
      for the next following Accounting Period or Accounting Periods or at or
      after the end of the Term repaid to the Tenant within 14 days after
      preparation of the Service Charge Certificate and the event that the
      excess is not received by the Tenant on the due date for payment it
      shall attract interest at the Interest Rate for the period commencing as
      the due date for payment and ending on the date that the sum due is
      received in cleared funds by the Tenant

8.    Unless challenged by the Tenant pursuant to the provisions of paragraph
      9 of this schedule every notice certificate calculation determination or
      assessment made by or on behalf of the Management Company referred to in
      this schedule shall (save where a manifest error appears) be conclusive
      and binding upon the parties hereto

9.    The Tenant (acting reasonably) may at any time within six months after
      the submission of a Service Charge Certificate challenge it on any
      reasonable ground (including without limitation on the ground that the
      Service Charge therein stated exceeds the Service Charge which should
      have been payable had the provisions of this lease been properly



                                      45
<PAGE>


      adhered to) Provided that the Tenant gives notice with full particulars
      of its ground of alleged challenge and in any such case:

      (A)    any sum due to or payable by the Management Company pursuant to
             paragraphs 6 and 7 above shall still be paid or allowed pending
             resolution of the Tenant's challenge as if the Service Charge
             Certificate were correct

      (B)    the Management Company and the Tenant shall endeavour to resolve
             the relevant issue but if they cannot do so the issue in dispute
             shall be referred to the Expert (acting as an expert and not an
             arbitrator) whose decision shall save in the case of manifest
             error be binding on the parties (including his decision as to the
             responsibility for his costs)

      (C)    such adjustments to the Service Charge Certificate as may be
             required to be made in consequence of the resolution of the
             dispute shall be paid as soon as reasonably practicable after
             such resolution and any sum due to or payable by the Management
             Company shall then be paid or allowed (as the case may be)
             immediately together with interest at three per cent below the
             Interest Rate on such sum during the period which it has been 
             underpaid or overpaid

10.   All sums obtained from the Tenant and any other tenants or occupiers of
      the Building towards the Service Cost and sums collected in respect of
      the Reserve shall each be placed in separate interest bearing designated
      deposit accounts to be applied only towards the cost of providing the
      Services and all interest accrued on such deposit account shall be
      credited (net of tax) to the account

11.   The Management Company will account to the Landlord as soon as
      practicable following expiry of each Accounting Period for that part of
      the Service Charge which relates to costs directly incurred by the
      Landlord and not by the Management Company including (but not limited
      to) the costs referred to in paragraphs 5 7 8 9 and 12 of Part II of
      schedule 6

12.   If in the Management Company's reasonable discretion any of the Services
      have to be provided to a greater extent (or the cost of provision of
      such Services is greater) than would normally apply in the context of
      the general management of the Building in accordance with this lease as
      a result either:-

      (a)    of a specific request by the Tenant (with or without other tenants
             or occupiers of accommodation in the Building); or

      (b)    where such provision is required in the interests of good estate
             management as a result of any acts or omissions of the Tenant in
             relation to its use and occupation of the Premises

      then the Management Company shall be entitled to require the Tenant to
      meet the cost of such provision (or a fair proportion thereof determined
      by the Management Company) within 10 working days following a demand by
      the Management Company

                                      46


<PAGE>


                                  SCHEDULE 6

                                  (SERVICES)

                                    PART I

1.    Inspecting maintaining repairing amending altering and (where consistent
      with an obligation to repair) rebuilding and renewing and where
      appropriate treating washing down painting and decorating all load
      bearing and other structural parts of the Building and the relevant
      parts of it described in paragraphs (ii) and (iii) of schedule 1

2.    Inspecting servicing maintaining operating and repairing and (where
      consistent with an obligation to repair) renewing amending overhauling
      and replacing the Landlord's Services Equipment and all other apparatus
      plant machinery and equipment within the Building (if any) from time to
      time excluding any "stand alone" systems installed by the Tenant or any
      other tenant or occupier of the Building

3.    Inspecting servicing maintaining operating repairing cleansing emptying
      amending altering and renewing overhauling and replacing all Service
      Media

4.    Keeping the Common Parts and the car park within the Building properly
      cleansed decorated treated maintained and lit to such standard as the
      Management Company may from time to time consider adequate but the
      Common Parts and the car park shall be operational 24 hours a day 7 days
      a week

5.    Providing such mechanical ventilation heating and (if deemed reasonably
      desirable by the Management Company) cooling for such parts of the
      Building and for such hours and times of the year (subject to clause 6)
      as the Management Company shall in its discretion reasonably determine
      save that such mechanical ventilation heating and cooling for the lifts
      lobby and entrance halls and toilets shall be provided throughout Normal
      Business Hours and at the request of the Tenant outside those hours
      subject to the Outside Normal Business Hours Charge

6.    Providing and maintaining at the Management Company's discretion any
      furniture architectural or ornamental features or murals and any
      horticultural displays plants shrubs trees or garden area in the Common
      Parts and maintaining the same

7.    Supplying whether by purchase or hire and maintaining (and where
      consistent with an obligation to repair) renewing replacing repairing
      servicing and keeping in good and serviceable order and condition all
      fixtures and receptacles appliances materials equipment plant and other
      things which the Management Company may reasonably deem desirable or
      necessary for the maintenance appearance upkeep or cleanliness of the
      Building or any part of it or otherwise in connection with the provision
      of the Services

8.    Cleaning as frequently as the Management Company shall in its reasonable
      discretion consider adequate the exterior and interior of all window
      glazing and window frames and other fenestration units in the Common
      Parts and the outside of the window glazing referred to in paragraph
      (iii) of schedule 1 and the maintenance cleansing repair inspection and
      (where necessary) renewal or replacement of all window cleaning) cradles
      carriageways and runways

9.    Providing a security service 24 hours a day to the Common Parts
      (including the ground floor entrance hall at times when receptionists
      are not present) and the car park within the Building including where
      reasonably appropriate in the Management Company's

                                      47


<PAGE>


      judgment closed circuit television and/or other plant and equipment for
      the purpose of surveillance and supervision of users of the Building

10.   Disposing of refuse from the Building (including collecting and
      compacting or otherwise treating or packaging as the Management Company
      reasonably thinks fit such refuse and if necessary pest control) and
      (and where consistent with an obligation to repair) the provision repair
      maintenance and renewal of any plant and equipment in connection
      therewith

11.   Maintaining 24 hours a day 7 days a week an adequate supply of hot and
      cold water and supplying washing and toilet requisites in the lavatory
      accommodation in the Building

12.   Such rodent or other pest control in the Building as the Management
      Company shall reasonably consider necessary or desirable

13.   Providing one or more receptionists and/or security in the ground floor
      entrance hall of the Building 24 hours a day 7 days a week

14.   Providing and maintaining a signboard in the entrance lobby of the
      building for the display of tenants' names

15    Controlling so far as practicable 24 hours a day 7 days a week traffic
      flow within the car park in the Building and traffic 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

16.   Providing and maintaining a post room facility for the reception of mail
      to the Building

17.   Complying with the obligations on the part of the tenant contained in
      the Head Lease save for the payment of rent

18.   Complying with the obligations set out in clause 6

19.   Any other services relating to the Building or any part of it provided
      by the Management Company from time to time which shall be:-

      (1)   reasonably capable of being enjoyed by the occupier of the
            Premises or

      (2)   reasonably calculated to be for the benefit of the Tenant and
            other tenants of the Building or

      (3)   appropriate for the maintenance upkeep or cleanliness of the
            Building or

      (4)   otherwise in keeping with the principles of good estate management

      PROVIDED ALWAYS that

      (i)   Where in this schedule there are references to matter or things
            which are then stated to include certain particular matters or
            things which are not also stated to be without prejudice to the
            generality of the wording preceding it nevertheless the reference
            to the particular matters or things shall be deemed to be and in
            each case shall be without prejudice to the generality of the
            wording preceding it

      (ii)  The Management Company shall subject to clause 6 when reasonable
            have the right to cease or to procure the cessation of the
            provision of or add to or procure

                                      48
<PAGE>


             the addition to any item of Services matter or thing specified in
             this schedule if the Management Company shall having regard to
             the principles of good estate management reasonably deem it
             desirable or expedient so to do but before so doing the
             Management Company shall notify all the tenants in the Building
             but in the event of any failure of any of the Services shall use
             all reasonable endeavours to restore the said Service

      (iv)   The Management Company or the managing agents may temporarily
             withdraw any item of Services matter or thing specified in this
             schedule if in their reasonable opinion such withdrawal is in the
             interest of good estate management or if such withdrawal is due
             to circumstances beyond the control of the Management Company

                                    PART II

1.    All fees and disbursements of any individual or firm or company employed
      or retained by or on behalf of the Management Company or its agents
      (including without limitation managing agents fees) for or in connection
      with:-

      (1)    any surveying or accounting functions for the Building and

      (2)    the performance of the Services or any of them and any other
             duties in or about the Building or any part of it relating to the
             general management administration security maintenance protection
             and cleanliness of the Building

2.    The reasonable fees of the Management Company for any of the Services or
      for the functions and duties referred to in paragraph 1 of this Part of
      this schedule which shall be undertaken by the Management Company and
      not by a third party

3.    The cost (in addition to any fees referred to in paragraph 2 and where
      the context permits paragraph 1 of this Part of this schedule) of
      employing (whether by the Management Company or any managing agents or
      any other individual or firm or company) such staff as the Management
      Company may in its reasonable discretion consider appropriate for the
      performance of the Services and the functions and duties referred to in
      paragraph 1 of this Part of this schedule and all other incidental
      expenditure in relation to such employment including without prejudice
      to the generality of the foregoing:-

      (1)    salaries wages pensions and pension contributions benefits in
             kind and other emoluments and National Insurance and other
             statutory contributions or levies

      (2)    the provision of uniforms and working clothing

      (3)    the provision of vehicles tools appliances cleaning and other
             material fixtures fittings and other equipment for the proper
             performance of their duties and a store for housing the same and

      (4)    a reasonable notional rent for any premises reasonably provided
             rent free for every such person's use occupancy or residence

4.    The cost of entering into any contracts for the carrying out of all or
      any of the Services

5.    All rates taxes assessments duties charges impositions and outgoings
      which are now or during the Term shall be charged assessed or imposed
      on:-

      (1)    the whole of the Common Parts or any part of them


                                      49
<PAGE>


      (2)    any residential accommodation provided for caretakers and other
             staff employed in connection with the Building and any other
             premises provided as referred to in paragraph 3(4) of this Part
             of this schedule

      excluding any tax (other than VAT) payable by the Landlord as a direct
      result of any actual or implied dealing with the reversion of any Lease
      or of the Landlord's receipt of income

6.    The cost of the supply of water electricity gas oil and other fuel for
      the provision of the Services and the cost of any electricity generating
      transforming monitoring metering and distribution plant machinery and
      equipment in or servicing the Building

7.    The cost which the Landlord may be called upon pursuant to any Enactment
      to pay as a contribution towards the expense of making repairing
      maintaining rebuilding and cleansing any ways roads pavements or
      structures Service Media or anything which may belong to or be used for
      the Building or any part of it exclusively or in common with other
      neighbouring or adjoining premises

8.    The cost of taking all steps deemed desirable or expedient by the
      Landlord and/or the Management Company for complying with or making
      representations against or otherwise contesting the incidence of the
      provisions of any Enactment relating to or alleged to relate to the
      Building or any part or it for which any tenant is not directly and
      exclusively liable

9.    The cost to the Landlord and/or the Management Company of abating any
      nuisance in respect of the Building or any part of it insofar as the
      same is not the liability of any tenant

10.   Any interest and fees incurred in respect of money borrowed in
      unforeseen or emergency circumstances to finance the provision of the
      Services and the costs referred to in this Part of this schedule or any
      of them

11.   Any VAT (or any tax of a similar nature which may be substituted for or
      levied in addition to it) incurred by the Management Company on any
      other amount comprised in the Service Cost save to the extent that the
      Management Company obtains credit for such VAT incurred by the
      Management Company pursuant to sections 24 25 and 26 Value Added Tax Act
      1994 or any regulations made thereunder

12.   A reasonable notional rent for any management accommodation provided
      within the Building to facilitate the provision of the Services

13.   All other reasonable actual costs properly incurred in connection with
      the provision of the Services


                                  SCHEDULE 7

                   (MATTERS TO WHICH THE DEMISE IS SUBJECT)

1.    The entries on the registers of Title Number NGL272172 as at the date
      hereof

2.    Agreement dated 24th November 1995 between The Prudential Assurance
      Company Limited (1) 99 Bishopsgate Limited (2) The Scottish Amicable
      Life Assurance Society (3)

                                      50
<PAGE>


                                    SCHEDULE 8

                           PROVISIONS FOR VAT INDEMNITY

                                      PART I

1.    Additional Definitions:

      "TAX CREDIT" means a credit in respect of, or repayment of, input VAT,
      arising by virtue of and determined in accordance with sections 24, 25
      and 26 Value Added Tax Act 1994 and regulation made thereunder

      "TENANT'S AUDITORS" means the auditors for the time being of the Tenant
      provided that they are one of the following firms of accountants -
      Deloitte Touche, Coopers and Lybrand, Ernst & Young, KPMG, Price
      Waterhouse or Arthur Andersen - or such other reputable firm or
      accountants as the Landlord has previously approved for the purpose of
      this schedule 8 (such approval not to be unreasonably withheld or
      delayed).

      "VAT ELECTION" means an election under paragraph 2 of Schedule 10 Value
      Added Tax Act 1994 made by the Landlord or any person of whom the
      Landlord is a "Relevant Associate" within the meaning of paragraph 3(7)
      of Schedule 10 or any other election or voluntary act by the Landlord or
      any person connected with the Landlord (as determined under the
      provisions of Section 839 of the Income and Corporation Taxes Act 1988)
      which results in VAT being payable on the rent first reserved by this
      lease

      "VAT YEAR" means a tax year for Value Added Tax purposes determined in
      accordance with Part XIV of the Value Added Tax Regulations 1995.

      "VAT YEAR CERTIFICATE" means the certificate to be provided by the
      Tenant following the end of the Tenant's VAT Year in the form set out in
      Part II of this Schedule.

2.    Payment of VAT - no VAT Election

      In the event that the rent first reserved (or any part thereof)
      constitutes consideration for a taxable supply for VAT purposes which
      would be a taxable supply whether or not a VAT Election has effect in
      respect of the Premises, the Tenant shall pay such VAT in addition to
      the rent first reserved without any adjustment of rent first reserved
      under this schedule.

3.    Adjustment of rent first reserved and payment of VAT - VAT Election made

      If and for all periods where the rent first reserved (or any part
      thereof) constitutes consideration for a taxable supply for VAT purposes
      which would not be a taxable supply but for a VAT Election having effect
      in respect of the Premises, the rent first reserved shall be adjusted to
      such amount as when aggregated with that part of the VAT chargeable
      thereon in respect of which the Tenant does not obtain a Tax Credit,
      equals the rent first reserved which would have been paid had no VAT
      Election been made.

4.    Determination of adjustment of rent first reserved

4.1   At least 28 days prior to (a) 29th September 1998 and (b) every
      subsequent anniversary thereof the Tenant shall serve a VAT Year
      Certificate on the Landlord. Where the Tenant has served such VAT Year
      Certificate (or is deemed to have done so pursuant to paragraph 4.2 of
      this Part I below), the Tenant shall pay the amounts (including the VAT)
      stipulated (or deemed to be stipulated) in paragraph 3 of such VAT Year
      Certificate on


                                      51

<PAGE>


      the due date for payment of the next installment of the rent first
      reserved (and on the due date for subsequent instalments), subject
      however to paragraph 4.3 of this Part I below.

4.2   If the Tenant fails to serve a VAT Year Certificate at least 28 days
      prior to the due date for payment of the sum in respect of which
      paragraph 3 above will apply, the Tenant shall be deemed to have served
      a VAT Year Certificate specifying in paragraph 1 thereof the same
      estimated proportion as stated in the previous VAT Year Certificate
      served, or if no previous VAT Year Certificate has been served by the
      Tenant at any time prior to the due date for any VAT Year Certificate an
      estimated proportion of nil per cent. If the Tenant fails to serve a VAT
      Year Certificate on more than one consecutive occasion the Tenant shall
      be deemed, on the second failure and any subsequent failure, until
      service of the next VAT Year Certificate, to have served a VAT Year
      Certificate specifying in paragraph 1 thereof an estimated proportion of
      nil per cent.

4.3   The VAT Year Certificate shall be final and binding unless the Landlord
      notifies the Tenant within 30 days after the date on which a VAT Year
      Certificate has been served that it disputes the VAT Year Certificate on
      the grounds of manifest error. Unless such notification is given, no
      further adjustments (other than those covered by the VAT Year
      Certificate) shall be made in respect of any instalments of rent first
      reserved in the VAT Year covered by the aforementioned VAT Year
      Certificate. Whether or not the Landlord notifies the Tenant that it
      disputes any amount, the Tenant shall pay on the due date for payment of
      the next installment of rent first reserved immediately following the
      service of the VAT Year Certificate to which the dispute relates, the
      amount stipulated in paragraph 3 of the VAT Year Certificate.

4.4   If the Review Rent is not agreed or determined until after a relevant
      Review Date, the amount of any increase to be paid pursuant to paragraph
      2 of schedule 4 of this lease shall (if paragraph 3 above applies at
      that time) be adjusted on the basis of the last VAT Year Certificate.
      The adjustment amount shall be paid at the time when the amount of any
      unadjusted increase would have been due to be paid and the provisions of
      this schedule shall apply as if the amount of the increase were an
      amount to which paragraph 3 of Part I of this schedule 8 applied.

4.5   The Landlord may notify the Tenant in writing at any time within five
      days of the service of any VAT Year Certificate (or within five days of
      the last date on which the Tenant should have served a VAT Year
      Certificate and is therefore deemed to have served one) that it requires
      the Tenant to obtain a certificate from the Tenant's Auditors at the
      Tenant's cost (if adjustments are required following such process) or at
      the Landlord's cost (if no such adjustments are required) in the form
      set out in the VAT Year Certificate. The Tenant's Auditor's certificate
      shall be provided at least eight days prior to the date of payment of
      the rent first reserved to which such certificate relates, together with
      the Tenant's revised VAT Year Certificate (if required in order for the
      Tenant's Auditors to be able to provide a certificate). The Tenant shall
      pay in accordance with paragraph 4.1 above the amount stipulated in
      accordance with paragraph 3 of such VAT Year Certificate (as revised, if
      required) on the date for payment of the rent first reserved.

4.6   If adjustments are required pursuant to any VAT Year Certificate as a
      result of the proportion of VAT for which the Tenant has obtained or
      will obtain a Tax Credit differing from the proportion previously taken
      into account in calculation any payment, any such difference shall be
      taken into account (after having determined the amount of rent first
      reserved payable in respect of the next quarter in accordance with
      paragraph 3 above) in calculating the next actual payment of rent first
      reserved (either by increase or


                                      52

<PAGE>


      decrease), the amount of which shall be set out in paragraph 3 of the
      VAT Year Certificate.

4.7   Interest shall be payable at three per cent below the Interest Rate by
      the Landlord and three per cent below the Interest Rate by the Tenant on
      the difference between the amount actually paid pursuant to the relevant
      VAT Year Certificate on the due date for payment of any sum to which
      paragraph 3 of Part I of this schedule 8 applies and the amount which
      should have been paid, from such due date until the date of payment of
      the adjusted amount pursuant to paragraph 4.3. Where the actual amount
      paid (the "Initial Payment") on the due date for payment of any sum was
      subsequently adjusted on payment of any later installment of the rent
      first reserved ("the Adjusted Payment") in accordance with paragraph 4.6
      of Part I of this Schedule 8 and paragraph 3(b) of the VAT Year
      Certificate, the interest shall be calculated on the basis of the
      difference between the Initial Payment and the amount which should have
      been paid pursuant to paragraph 4.1 until the date of the Adjustment
      Payment, and then on the difference between the Adjustment Payment and
      the amount which should have been paid until payment of that amount
      pursuant to paragraphs 4.3.

4.8   Following any assignment of the whole of the Premises, the provisions of
      this schedule 8 shall apply to any new Tenant as if it were the first
      Tenant, and a VAT Notice served by the new Tenant shall not take into
      account any adjustments made, or to be made, in respect of any previous
      Tenant.

5.    Miscellaneous

      The Tenant shall be at liberty to carry on the ordinary course of its
      trade as it wishes and shall not be precluded from proposing or
      accepting a method of attribution designed or maximise its Tax Credit
      and covenants not to enter any arrangement which has the specific
      purpose of increasing the amount by which the rent first reserved is
      decreased by virtue of this schedule 8.



<PAGE>


                                    PART II

                             VAT YEAR CERTIFICATE



To:  The Landlord                                           From:  The Tenant

We refer to paragraph 4.3 of Part I of schedule 8 to the Lease dated [       ]
made between 99 Bishopsgate Limited (1) 99 Bishopsgate Management Limited (2)
Hammerson U.K. Properties plc (3) Donaldson Lufkin & Jenrette International
Limited (4) and Donaldson Lufkin & Jenrette Inc. (5) in respect of premises on
[ ] floor of the building known as 99 Bishopsgate London EC2 and pursuant to
that paragraph:

1.    Our VAT Year which included the following quarter days [         ], ended 
      on [         ], ended on [           ]. 

      (a)    The part of the VAT charged on the rent first reserved paid in
             the VAT Year for or in respect of which we estimate/have
             determined (in accordance, where relevant, with the return made,
             or to be made, for the prescribed accounting period next
             following the end of the VAT Year) we will be unable to obtain
             credit or repayment is a proportion of [ ] per cent of the total
             VAT charged.

      (b)    The following Table sets out the part of the VAT charged which
             was expected to be irrevocable during the VAT Year where it has
             been determined on the basis of paragraph 2(a) above that that
             differs from the amount of VAT for or in respect of which we
             actually obtained, or will be able to obtain, credit or
             repayment.

      Dates      Rent first reserved    Estimate    Adjustment   Determination
      -----      -------------------    --------    ----------   -------------
                                        *           **           ***      

      *      estimate of proportion of VAT for or in respect of which we
             estimated we would be unable to obtain credit or repayment as set
             out initially in VAT Notice.

      **     adjusted estimate of proportion of VAT for or in respect of which
             we estimated we would be unable to obtain credit or repayment as
             set out in subsequent VAT Notice. 

     ***     proportion of VAT for or in respect of which we have now
             estimated/determined we shall be unable to obtain credit or
             repayment, in accordance with Sections 24- 26 of the Value Added
             Tax Act 1994 and the Value Added Tax Regulations 1995

3.    We request that adjustment is made to the next installment of rent first
      reserved as to ensure that the amount of rent first reserved payable in
      the VAT Year to which this VAT Year Certificate relates is as provided
      in paragraph 3 of Part I of Schedule 8 to the Lease in accordance with
      the information given in paragraph 2 above

      and we calculate that the next installment of rent first reserved as so
      adjusted shall be pounds sterling [        ] exclusive of VAT and the VAT 
      thereon shall be pounds sterling [        ], and that the interest payable
      by the Tenant to the Landlord/Landlord to the Tenant, in accordance with
      paragraph 4.7 of Part I schedule 8 to the Lease shall be pounds sterling
      [         ].

4.    We hereby declare that:

                                      54

<PAGE>


      (a)   we have complied with the covenant imposed upon us by paragraph
            6.2 of Part I of schedule 8 to the Lease;

      (b)   the information contained in this VAT Notice is to the best of our
            knowledge, information and belief complete and accurate;

      (c)   we have made all due returns to the Commissioners of Customs and
            Excise and such returns are complete and accurate in all material
            respects and have been made within the time limits provided by
            statute.


Signed by

an authorised signatory on behalf of the Tenant

The above declaration are, to the best of our knowledge and belief after due
and careful enquiry, true, accurate and complete.

Signed by


Tenant's Auditors


<PAGE>

    THE COMMON SEAL of 99 BISHOPSGATE    )
    LIMITED was hereunto affixed in the presence of:- )





              [SEAL HERE]                                Director /s/


                                                         Director /s/



    THE COMMON SEAL of 99 BISHOPSGATE             )
    MANAGEMENT LIMITED was hereunto               )
    affixed in the presence of:-                  )







              [SEAL HERE]                                Director /s/


                                                         Director /s/





    THE COMMON SEAL of HAMMERSON U.K.             )
    PROPERTIES plc was hereunto affixed in the    )
    presence of:-                                 )









              [SEAL HERE]                                Director /s/


                                                         Director /s/



                                      56



<PAGE>

    DATED                      24TH OCTOBER                            1996 
------------------------------------------------------------------------------

                            99 BISHOPSGATE LIMITED 

                                     AND 

                      99 BISHOPSGATE MANAGEMENT LIMITED 

                                     AND 

                        HAMMERSON U.K. PROPERITES PLC 

                                     AND 

                         DONALDSON, LUFKIN & JENRETTE 

                            INTERNATIONAL LIMITED 

                                     AND 

                      DONALDSON, LUFKIN & JENRETTE, INC. 

                ------------------------------------------------
                                  UNDERLEASE 
                                      of 
                 Twenty-third Floor 99 Bishopsgate London EC2 

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




                                          HERBERT SMITH 
                                          Exchange House 
                                          Primrose Street 
                                          London EC2A 2HS 
                                          Tel: 0171-374 8000 
                                          Fax: 0171-496 0043 
                                          Ref: 129/P17/30433514 
                                          
<PAGE>
                              TABLE OF CONTENTS 

CLAUSE                HEADING                                              PAGE
1.                    Definitions 
                      Building 
                      Common Parts 
                      Development 
                      Electricity Cost 
                      Enactment 
                      Head Lease/Superior Lease 
                      Insurance Cost 
                      Insured Rent 
                      Interest Rate 
                      Lettable Unit 
                      Net Internal Area 
                      Normal Business Hours 
                      Permitted Part 
                      Permitted Use 
                      Planning Law 
                      Plans 
                      Premises 
                      Public Authority 
                      Services 
                      Service Media 
                      Tenant 
                      Term 
                      VAT 
2.                    Interpretation 
3.                    Demise and Rents 
4.                    Tenant's Covenants 
                (1)   Rent 
                (2)   VAT 
                (3)   Outgoings 
                (4)   Compliance with Enactments 
                (5)   Notices 
                (6)   Repair 
                (7)   Decoration and general condition and servicing 
                (8)   Refuse 
                (9)   To permit entry 
                (10)  Compliance with notices relating to repair or condition 
                (11)  Encroachments 
                (12)  Alterations and reinstatement 
                (13)  Use
                (14)  Signs 

<PAGE>

CLAUSE          HEADING                                                   PAGE 
                (15)  Alienation 
                (16)  Registration 
                (17)  Payment of cost of notices consents etc. 
                (18)  Machinery 
                (19)  Obstruction/overloading 
                (20)  Parking/goods delivery 
                (21)  Planning Law and compensation 
                (22)  Indemnity 
                (23)  Defective Premises 
                (24)  Insurance and fire fighting equipment 
                (25)  Dangerous and contaminative materials 
                (26)  Yield up 
                (27)  Regulations and covenants 
                (28)  Security and access 
                (29)  Head Lease 
                (30)  Service Charge 
5.                    Landlord's Covenants 
                (1)   Quiet Enjoyment 
                (2)   Insurance 
                (3)   Head Lease 
                (4)   Electricity Provision 
                (5)   Management Company access 
                (6)   VAT indemnity 
6.                    Provision of Services 
7.                    Provisos 
                (1)   Forfeiture and re-entry 
                (2)   Letting Scheme use and easements 
                (3)   Common Parts and Service Media 
                (4)   Service of notices 
                (5)   Rent cesser 
                (6)   Landlord's liability 
                (7)   Abritration fees 
                (8)   Rent review memorandum 
                (9)   No warranty as to use 
                (10)  Disputes 
                (11)  Compensation 
                (12)  Rateable value appeals 
                (13)  No warranty as to security 
                (14)  Jurisdiction 
                (15)  Overriding lease 
                (16) 
8.                    Landlord's Guarantor 
9.                    Tenant's option to determine 
<PAGE>

CLAUSE                HEADING                                             PAGE 
10.                   Guarantee and Guarantor's Indemnity 
11.                   Stamp Duty Certificate 
CLAUSE                HEADING                                           
Schedule 1            Premises 
Schedule 2            Easements and rights granted 
Schedule 3            Exceptions and reservations 
Schedule 4            The first reserved rent and the review thereof 
Schedule 5            Service Charge 
Schedule 6            Services 
Schedule 7            Deeds and documents to which the demise is subject 

<PAGE>


                              LEASE PARTICULARS 
------------------------------------------------------------------------------ 

 1.      DATE 24TH OCTOBER 1996 
         THIS LEASE IS AND IS INTENDED TO BE DELIVERED ON THE DATE FIRST ABOVE 
         WRITTEN 
------------------------------------------------------------------------------ 
2.       PARTIES 
(a)      LANDLORD                    :      99 Bishopsgate Limited 
(b)      TENANT                      :      Donaldson, Lufkin & Jenrette 
                                            International Limited 
(c)      MANAGEMENT COMPANY          :      99 Bishopsgate Management Limited 
(d)      LANDLORD'S GUARANTOR        :      Hammerson U.K. Properties plc 
(e)      TENANT'S GUARANTOR          :      Donaldson, Lufkin & Jenrette, Inc. 
------------------------------------------------------------------------------ 
3.       DEMISED PREMISES            :      ALL THOSE premises on the 
                                            twenty-third floor of the Building
                                            shown for identification only 
                                            edged red on Plan 1. 
------------------------------------------------------------------------------ 
4.       BUILDING                    :      99 Bishopsgate London EC2 
------------------------------------------------------------------------------ 
5.       CONTRACTUAL TERM AND        :      Commencing on the date hereof and 
         TERM COMMENCEMENT                  expiring on 23rd October 2011 
         AND EXPIRY DATES 
------------------------------------------------------------------------------ 
6.       INITIAL RENT                :      (pounds sterling) 423,835 
------------------------------------------------------------------------------ 
7.       RENT COMMENCEMENT           :      25th March 1998 
         DATE 
------------------------------------------------------------------------------ 
8.       TENANT'S BREAK RIGHT        :      24th October 2008 
------------------------------------------------------------------------------ 
9.       CAPITAL SUM                 :      (pounds sterling) 211,917.50 
                                            inclusive of VAT 


<PAGE>

THIS UNDERLEASE made the 24th day of October One thousand nine hundred and 
ninety six 

BETWEEN: 

(1) 99 BISHOPSGATE LIMITED whose registered office is at Lo Lam House Kumul 
    Highway Port Vila Vanuatu (Co. Regn. No. 10469) (registered under Section 
    21A to the Companies Act 1985 under company number FC018588 and branch 
    number BR002962) whose principal place of business is at 100 Part Lane 
    London W1Y 4AR (the "LANDLORD") 

(2) 99 BISHOPSGATE MANAGEMENT LIMITED whose registered office is at 100 Park 
    Lane London W1Y 4AR (Co. Regn. No. 3071752) (the "MANAGEMENT COMPANY") 

(3) HAMMERSON U.K. PROPERTIES plc whose registered office is at 100 Park 
    Lane London W1Y 4AR (Co. Regn. No. 298351) (the "LANDLORD'S GUARANTOR") 

(4) DONALDSON, LUFKIN & JENRETTE INTERNATIONAL LIMITED whose registered 
    office is at Moorgate Hall 155 Moorgate London EC2M 6XB (Co. Regn. No. 
    2475089) (the "TENANT") and 

(5) DONALDSON, LUFKIN & JENRETTE, INC. a corporation incorporated in the 
    State of Delware United States of America whose addrress for the purposes 
    of this lease is 27 Park Avenue New York New York 10172 (the "GUARANTOR") 

WITNESSETH as follows:- 

1. DEFINITIONS 

   In this lease the following expressions have the respective specified 
   meanings (subject to any particular interpretation required by clause 2):- 

   (1) "ACTS OF TERRORISM" means any act or omission of any person acting on 
       behalf of or in connection with any organisation or on his own behalf 
       which carries out activities directed towards overthrowing or 
       influencing by force or violence Her Majesty's Government in the 
       United Kingdom or any other government de jure or de facto 

   (2) "AGREEMENT FOR INITIAL ALTERATIONS" means the agreement of even date 
       herewith and made between the Landlord and the Tenant governing the 
       initial fitting out of the Premises 

   (3) "BUILDING" means the land (of which the Premises form part) having a 
       frontage to the west side of Bishopsgate and a return frontage to the 
       south side of Wormwood Street and all buildings fixtures and other 
       structures whatsoever from time to time thereon and the appurtenances 
       thereof which land (together with the building now erected thereon) is 
       known as 99 Bishopsgate London EC2 and is for the purpose of 
       identification shown verged by a blue line on the Building Plan 
       together with any adjoining areas designated by the Landlord or the 
       Management Company 

   (4) "COMMON PARTS" means all parts of the Building which are from time to 
       time intended for the common use and enjoyment of the tenants and 
       occupiers of the Building and persons claiming through or under them 
       (whether or not other 

                                   1

<PAGE>
       parties are also entitled to use and enjoy the same) and reasonably
       designated as such by the Landlord and including without prejudice to
       the generality of the foregoing the pedestrian ways circulation areas 
       lobby entrance halls lifts lift shafts fire escapes landings staircases
       passages forecourts car park landscaped areas plant rooms management
       suites and any other areas which are from time to time during the Term
       reasonably provided by the Landlord for common use by or benefit of the
       tenants and occupiers of the Building but excluding (for the avoidance 
       of doubt) any premises intended to let to any party or for occupation
       by the Landlord or the Management Company other than for the provision
       of the Services 

   (5) "DEVELOPMENT" has the meaning ascribed to that expression by Planning 
       Law 

   (6) "ELECTRICITY COST" means the actual cost to the Landlord of the 
       provision of electricity to the Premises for consumption by the Tenant 
       in accordance with its covenant contained at clause 5(4) 
       being a fair proportion as determined by the Landlord of the total 
       cost of the provision of electricity to the Building as a whole 
       (including the provision of any security for the supply of electricity 
       to the Building which may from time to time be required by the 
       relevant undertaker responsible for the supply of electricity chosen 
       by the Landlord) which proportion shall so far as practicable be 
       calculated using readings taken in such manner and at such times as 
       the Landlord shall from time to time determine of the check meters 
       relating to the Premises from time to time installed but otherwise 
       shall be determined in such manner as the Landlord shall in its 
       discretion consider to be fair and reasonable in all the circumstances 

   (7) "ENACTMENT" means every Act of Parliament directive and regulation now 
       or hereafter to be enacted or made and all subordinate legislation 
       whatsoever deriving validity therefrom 

   (8) "HEAD LEASE" means the lease under which the Landlord holds the 
       Premises dated 29th September 1975 made between The Prudential 
       Assurance Company Limited (1) and Bishopsgate Developments Limited (2) 
       and "Superior Landlord" means the person for the time being entitled 
       to the reversion immediately expectant on the term granted by the Head 
       Lease and every other person having an interest in reversion to that 
       term 

   (9) "GROUP COMPANY" means a company which is either the holding company of 
       the Tenant or a wholly owned subsidiary of the Tenant or the Tenant's 
       holding company (as both expressions are defined in Section 736 
       Companies Act 1985) 

   (10) "INSURANCE COST" means in respect of any period for which the same is 
        required by the Landlord to be calculated the aggregate of the amount 
        which the Landlord may reasonably and properly expend:- 

       (a) in effecting and maintaining insurance against the occurrence of 
           the Insured Risks in relation to the Building in such sum as in 
           the Landlord's reasonable opinion represents its then full current 
           replacement cost with such allowance as the Landlord from time to 
           time considers appropriate in respect of related liabilities and 
           expenses (including without limitation liability to pay any fees 
           or charges on the submission of an application for planning 
           permission and costs which might be incurred in complying with any 
           Enactment in carrying out 

                                   2

<PAGE>
           any replacement work and sums in respect of architects' engineers'
           and quantity surveyors' and other professional fees and incidental
           expenses incurred in relationto any works of debris removal and of
           replacement and all VAT) and 

       (b) in effecting and maintaining any insurance relating to the 
           property owners' liability and the employer's liability of the 
           Landlord in relation to the Building and anything done therein and 

       (c) in professional fees relating to insurance including fees for 
           insurance valuations carried out at reasonable intervals by an
           independent insurance valuations carried out at reasonable 
           intervals by an independent insurance valuer (but no more than once
           in any year) and all reasonable fees and expenses payable to 
           advisers in connection with effecting and maintaining insurance 
           policies and claims and 

       (d) equivalent to the total of all reasonable excess sums (being for 
           the avoidance of doubt the first part of any insurance claim) 
           which the insurers are not liable to pay out on any insurance 
           claim in respect of the Building and which the Landlord or the 
           Management Company may have expended in replacing the damaged or 
           destroyed parts of the Building

   (11) "INSURANCE RENT" means in respect of any period for which the same is 
        required by the Landlord to be calculated the aggregate of:- 

       (a) a fair and reasonable proportion attributable to the Premises of 
           the Insurance Cost for the relevant period 

       (b) the reasonable amount which the Landlord may expend in effecting 
           and maintaining insurance against up to six years' loss of the 
           rent secondly hereinafter reserved and Service Charge and with any 
           addition to the amount insured as the Landlord may decide in 
           respect of VAT and 

       (c) (without prejudice to all other provisions of this lease relating 
           to the use of the Premises and the vitiation of any policy of 
           insurance) any reasonable amount which the Landlord may expend in 
           paying all additional premiums and loadings on any policy or 
           policies of insurance required to be paid as a result of anything 
           done or omitted (in breach of the terms of this leasse) by the 
           Tenant and 

       (d) any tax charged on any premium for any such insurance 

   (12) "INSURED RISKS" means loss damage or destruction whether total or 
        partial caused by Acts of Terrorism fire lightning explosion riot 
        civil commotion strikes labour and political disturbances and 
        malicious damage aircraft and aerial devices (other than hostile 
        aircraft and devices) and articles accidentally dropped from them 
        storm tempest flood bursting or overflowing of water tanks and pipes 
        impact earthquake and accidental damage to underground water oil and 
        gas pipes or electricity wires and cables subsidence ground slip and 
        heave and such other usual commercial risks or perils against the 
        occurrence of which the Landlord may from time to time in its 
        reasonable discretion deem it desirable to insure subject to such 
        exclusions and limitations as are from time to time commonly 

                                   3
<PAGE>


        imposed by the insurers and subject also to the exclusion of such of
        the risks specifically hereinbefore mentioned as the Landlord may in
        its reasonable discretion decide where insurance cover in respect of
        the risk in question is not for the time being available in the London 
        insurance market on reasonable terms 

   (13) "INTEREST RATE" means a yearly rate three per cent above either the 
        base rate of Barclays Bank plc or such other bank (being for the time 
        being generally recognised as a clearing bank in the London market) 
        as the Landlord may from time to time nominate or if the base rate 
        cannot be ascertained then above such other rate as the Landlord may 
        reasonably specify (and so that whenever there is reference in this 
        lease to the payment of interest at the Interest Rate such interest 
        shall be calculated on a daily basis and compounded with quarterly 
        rests on the usual quarter days) 

   (14) "LANDLORD'S SERVICES EQUIPMENT" means all the plant machinery and 
        equipment (with associated Service Media) within or serving the 
        Building from time to time (whether or not with the Premises or other 
        premises let or intended to be let by the Landlord) comprising or 
        used in connection with the following systems (to the extent 
        specified in the following paragraphs of this definition):- 

        (i)    the whole of the sprinkler system within the Building 
               (including sprinkler heads) 

        (ii)   the whole of the fire detection and fire alarm systems 

        (iii)  the whole of the permanent fire fighting systems (but 
               excluding portable fire extinguishers installed by the Tenant 
               or other tenants of the Building) 

        (iv)   the whole of the chilled water system 

        (v)    the whole of the building management system (including the 
               building security system) installed by the Landlord 

        (vi)   the central electrical supply system from the mains supply 
               into the Building so far as (and including) the electrical 
               riser busbars connecting to the distribution boards at each 
               level in the Building which is let or intended to be let by 
               the Landlord 

        (vii)  the whole of the air handling system and the electricity 
               supply and control systems for the same 

        (viii) the standby generators and associated cabling wiring and duct 
               work 

        but excluding in each case any "stand alone" systems installed by the 
        Tenant or any other tenant or occupier of the Building 

   (15) "LETTABLE UNIT" means any unit of accommodation forming part of the 
        Building which is intended by the Landlord at any material time to be 
        for separate occupation 

   (16) "NET INTERNAL AREA" has the meaning ascribed to that expression by 
        the Code of Measuring Practice -Fourth edition (RICS/ISVA 1993) (or 
        if there shall be no such edition or no such exprression for the time 
        being the nearest equivalent thereto) 

                                   4

<PAGE>
                                  [GRAPHIC] 

GMW 
Project
99 Bishopsgate EC2 
Drawing Title
Twenty Third Floor Tower 

<PAGE>

                                  [GRAPHIC] 

Building Plan
99 Bishopsgate London, EC2 


<PAGE>

      (17)  "NORMAL BUSINESS HOURS" means 7.30 a.m. to 7.30 p.m. on Mondays to
            Fridays inclusive (except bank holidays) subject to expansion of
            such hours at the reasonable discretion of the Landlord provided
            that such hours will automatically expands if any other tenant in
            the Building is granted the benefit of any expanded hours

      (18)  "OUTSIDE NORMAL BUSINESS HOURS CHARGE" means the whole of the
            actual cost to the Management Company of carrying out or providing
            any of the Services at the request of the Tenant outside Normal
            Business Hours other than any services which are stated to be
            provided 24 hours a day (including without prejudice to the
            generality of the foregoing costs and expenses in the nature of
            those set out in Part II of schedule 6) or in the event of any of
            the Services being carried out or provided outside Normal Business
            Hours to the Tenant and any other tenant or tenants of the
            Building a fair proportion thereof (on a fair and reasonable basis
            between the Tenant and any other tenant or occupier making use of
            such Services) as reasonably determined by the Landlord. PROVIDED
            THAT during the first year of the Term the cost of providing air
            conditioning outside Normal Business Hours shall not exceed pounds
            sterling 88 per hour (in respect of the Premises being the only
            user of air conditioning at the relevant time) or pounds sterling
            48 per hour per floor on the basis that any five of floors 18, 20
            and 22 to 26 of the Building are simultaneously using such air
            conditioning over the whole of such floors

      (19)  "PERMITTED PART" means any part or parts of the Premises capable
            of separate occupation

      (20)  "PERMITTED USE" means use as high class offices for any purpose
            within Class B1(a) (but not for any other purpose within that Use
            Class) of the schedule to the Town and Country Planning (Use
            Classes) Order 1987 and for the avoidance of doubt use of the
            Premises for data processing investor services business trading
            operators and investment banking complies with this provision

      (21)  "PLANNING LAW" means every Enactment for the time being in force
            relating to the use development and occupation of land and
            buildings and every planning permission statutory consent and
            agreement made under any Enactment relating to the Building

      (22)  "PLANS" means the plans annexed hereto and "Building Plan" means
            that one of them so marked

      (23)  "PREMISES" means the premises described in schedule 1 and all
            permitted additions alterations and improvements made to them

      (24)  "PUBLIC AUTHORITY" means any Secretary of State and any government
            department public local regulatory fire or any other authority or
            institution having functions which extend to the Premises or their
            use and occupation and any court of law and the companies or
            authorities responsible for the supply of water gas and
            electricity or any of them and any of their duly authorised
            officers

      (25)  "REINSTATEMENT SPECIFICATION" means the specification annexed
            hereto or in the event that materials listed in the specification
            are not available from time to time or appropriate for use (in the
            Landlord's reasonable opinion) then reference to such materials
            will be substituted by reference to materials of not materially
            less quality which perform a similar function PROVIDED THAT save
            to the extent


                                      5
<PAGE>


            that items of plant and equipment have been altered during
            the Term the Tenant shall not be required to replace existing
            items of plant and equipment for new items subject to the existing
            items being in good working order

      (25)  "REVIEW DATE" means each of:-

            (a)   the 24th October in the years Two thousand and one and
                  every fifth anniversary of that date during the Term (and
                  the last day of the Term)

            (b)   any date so stipulated by virtue of paragraph 5 of schedule 4

      (26)  "SERVICES" means the services and other matters specified in
            clause 6 and Part I of schedule 6

      (27)  "SERVICE MEDIA" means those parts of the Building comprising gas
            water drainage electricity telephone telex signal and
            telecommunications heating cooling ventilation air conditioning
            fire alarm and other pipes drains sewers mains cables wires supply
            lines ducts conduits flues and all other common conducting media
            plant appliances and apparatus for the provision supply control
            and monitoring of services to or from the Building and other
            common equipment

      (28)  "TERM" means a term of years commencing on the date hereof and
            expiring on 23rd October 2011 and includes any period of holding
            over or extension whether by any Enactment or common law

      (29)  "TERMINATION NOTICE" means not less than 12 months and 1 day's
            prior written notice unless either:

            (a)   any Enactment or decision not capable of appeal on a point
                  of law confirming that the Tenant is not entitled to a new
                  tenancy on the expiration of such notice is in force or
                  upheld as at 22nd October 2007 (in which case not less
                  than 6 months prior written notice need be given); or

            (b)   any other tenant enters into a lease prior to September 1998
                  of premises comprising at least a floor of the building
                  within the security of tenure protections of the Landlord
                  and Tenant Act 1954 for a term of not less than 10 years
                  (without break rights) and is granted right to determine
                  such lease on less than such 12 months' and 1 day's prior
                  written notice (in which case the notice period hereunder
                  shall be reduced to such notice period as is granted to such
                  tenant in such circumstances)

      (30)  "VAT" means Value Added Tax as referred to in the Value Added Tax
            Act 1994 (or any tax of a similar nature which may be substituted
            for or levied instead of it by statutes)

2.    INTERPRETATION

      (1)   Words importing the singular include the plural and vice versa and
            words importing one gender include both other genders

      (2)   The expressions "Landlord" "Tenant" "Management Company" and
            "Guarantor" wherever the context so admits include their
            respective successors in title and

                                      6

<PAGE>


            where a party comprises more than one person covenants and
            obligations of that party take effect as joint and several
            covenants and obligations

      (3)   A covenant by the Tenant not to do (or omit) any act or thing also
            operates as a covenant to use reasonable endeavours not to permit
            or suffer it to be done (or omitted) and to prevent (or as the
            case may be to require) it being done

      (4)   References in this lease to:-

            (a)   any clause sub-clause schedule or paragraph is a reference
                  to the relevant clause sub-clause schedule or paragraph of
                  this lease and clause and schedule headings shall not affect
                  the construction of this lease

            (b)   any right of (or covenant to permit) the Landlord or the
                  Management Company to enter the Premises shall also be
                  construed (subject always to the proviso to clause 4(9)) as
                  entitling the Landlord to remain on the Premises with or
                  without equipment and permitting such right to be exercised
                  by all persons authorised by the Landlord for as short a
                  period as reasonably practicable and making good all damage
                  caused and causing as little inconvenience as reasonably
                  possible save where the right of entry is exercised to
                  remedy any breach hereunder where the Landlord only
                  undertakes to make good damage caused

            (c)   any consent licence or approval of the Landlord or words to
                  similar effect mean a consent licence or other approval in
                  writing signed by or on behalf of the Landlord and given
                  before the act requiring consent licence or approval

            (d)   the Premises (except in clause 4(15)) shall be construed as
                  extending where the context permits to any part of the
                  Premises

            (e)   a specific Enactment includes every statutory modification
                  consolidation and re-enactment and statutory extension of it
                  for the time being in force except in relation to the Town
                  and Country Planning (Use Classes) Order 1987 which shall be
                  interpreted exclusively by reference to the original
                  provisions of Statutory Instrument 1987 No 764 whether or
                  not the same may at any time have been revoked or modified

            (f)   the last year of the Term includes the final year of the
                  Term if it shall determine otherwise than by effluxion of
                  time and references to the expiry of the Term include such
                  other determination

      (5)   (a)   Where the context permits rents or other sums being due from
                  the Tenant to the Landlord or the Management Company mean
                  that they are exclusive of any VAT

            (b)   whenever the consent licence or approval of the Landlord is
                  required under this lease the relevant provision shall be
                  construed as also requiring (and any consent licence or
                  approval given by the Landlord shall be deemed subject to
                  the need for) the consent licence or approval of the
                  Superior Landlord (for which the Landlord shall apply at the
                  Tenant's reasonable cost) where the same is required under
                  the Head Lease except that nothing in this lease or in any
                  consent licence or approval by the


                                       7
<PAGE>


                  Landlord shall imply that the Superior Landlord's
                  consent licence or approval will not be unreasonably
                  withheld or delayed

            (c)   references to any right of (or covenant to permit) the
                  Landlord to enter Premises shall extend to the Superior
                  Landlord and to all persons authorised by it and shall be
                  construed in the manner required by clause 2(4)(b) but in
                  relation to the Superior Landlord and those with its
                  authority

            (d)   the rights excepted and reserved in schedule 3 are also
                  excepted and reserved for the benefit of the Superior
                  Landlord

3.    DEMISE AND RENTS

      The Landlord at the request of the Guarantor and in consideration of the
      payment by the Landlord to the Tenant of the sum of Two hundred and
      eleven thousand nine hundred and seventeen pounds and 50 pence (pounds
      sterling 211,917.50) paid on the date hereof (receipt of which is
      acknowledged by the Tenant) DEMISES unto the Tenant ALL THAT the
      Premises TOGETHER WITH the easements and rights specified in schedule 2
      exercisable in common with the Landlord and all others with its
      authority or otherwise from time to time entitled thereto EXCEPT and
      RESERVED unto the Landlord and all other persons authorised by it from
      time to time during the Term or otherwise from time to time entitled
      thereto (including the Management Company in relation to the provision
      of the Services) the easements and rights specified in schedule 3

      TO HOLD the Premises unto the Tenant (together with and except and
      reserved as aforesaid) for the Term SUBJECT to all rights easements
      covenants stipulations and other matters affecting the same and SUBJECT
      to the provisions of the deeds and documents mentioned in schedule 7

      YIELDING AND PAYING therefor:

      FIRST yearly and proportionately for any part of a year until 24th March
      1998 a peppercorn (if demanded) and thereafter until the first Review
      Date (and thereafter as determined pursuant to schedule 4) the yearly
      rent of Four hundred and twenty three thousand eight hundred and thirty
      five pounds (pounds sterling 423,835) exclusive of VAT (subject to clause
      5(6)) payable by equal quarterly payments to be made in advance on the
      usual quarter days in every year the first such payment to be made on
      25th March 1998

      SECONDLY as additional rent from time to time the Insurance Rent payable
      on demand

      THIRDLY as additional rent on demand (in addition and without prejudice
      to the Landlord's right of re-entry and any other right) interest at the
      Interest Rate on any sum owed by the Tenant to the Landlord whether as
      rent or otherwise which is not:-

      (a)    received in cleared funds by the Landlord within 10 days
             following the due date (or in the case of money due only on
             demand within fourteen days after the date of demand) calculated
             for the period commencing on the due date for payment and ending
             on the date the sum and the interest is received in cleared funds
             by the Landlord

      (b)    demanded (or if tendered is for the time being refused) by the
             Landlord in circumstances where it is prudent for it not to
             demand or accept any payment having regard to a breach of any of
             the Tenant's obligations under this lease of


                                      8
<PAGE>


             which the Tenant has received notice calculated for the period
             commencing on the due date for payment and ending on the date the
             sum (and the interest) is subsequently received by the Landlord

      FOURTHLY as additional rent all VAT for which the Landlord is or may
      become liable to account to H.M. Customs & Excise (or other relevant
      body to whom account has for the time being to be made) on the supply by
      the Landlord to the Tenant under or in connection with the provisions of
      this lease or the interest created by it and of any other supplies
      whether of goods or services such rent fourthly reserved to be due for
      payment contemporaneously with the other rents or sums to which it
      relates 

      AND FIFTHLY a rent equal to the Electricity Cost such rent to be payable
      on demand (either annually or by instalments) as the Landlord shall
      determine

4.    TENANT'S COVENANTS

      The Tenant covenants with the Landlord (and in respect of sub-clause
      4(30) also with the Management Company) throughout the Term subject to
      clause 4(15):

      RENT

      (1)   To pay the rents reserved by this lease on the days and in the
            manner set out in clause 3 without deduction or set off and
            (unless for the time being the Landlord shall have required in
            writing to the contrary) to pay the rent first reserved (together
            with any sum in respect of the rent fourthly reserved as may be
            applicable thereto) by banker's standing order to such bank as the
            Landlord may from time to time nominate

      VAT

      (2)   Subject to clause 5(6) wherever the Tenant is required to pay any
            amount to the Landlord hereunder by way of reimbursement or
            indemnity to pay on the production of a valid VAT invoice to the
            Landlord (as applicable) in addition an amount equivalent to any
            VAT incurred by the Landlord save to the extent that the Landlord
            obtains credit for such VAT incurred by the Landlord pursuant to
            sections 24 25 and 26 Value Added Tax Act 1994 or any regulations
            made thereunder

      OUTGOINGS

      (3)   To pay all rates taxes charges and other outgoings whatsoever now
            or hereafter assessed charged or imposed upon the Premises or upon
            their owner or occupier (and a proper proportion determined by the
            Landlord attributable to the Premises of any rates taxes charges
            and other outgoings now or hereafter assessed charged or imposed
            upon the Premises in common with other premises or upon the owners
            or occupiers thereof) and (to the extent the Tenant does not pay
            it directly to the relevant supplier) the total cost (including
            meter rents) of all water (including chilled water) electricity
            and gas separately metered and/or exclusively supplied to the
            Premises during the Term as reasonably determined by the Landlord
            excluding (without prejudice to the rent fourthly reserved and
            clause 4(2)) any tax payable by the Landlord as a direct result of
            any actual or implied dealing with the reversion of this lease or
            of the Landlord's receipt of income

                                      9
<PAGE>


      COMPLIANCE WITH ENACTMENTS

      (4)   To comply with the requirements of all Enactments and of every
            Public Authority (including the due and proper execution of any
            works) in respect of the Premises their use occupation employment
            of personnel in them and any work being carried out to them
            (whether the requirements are imposed upon the owner lessee or
            occupier) and not to do or omit anything by which the Landlord may
            become liable to make any payment or do anything under any
            Enactment or requirement of a Public Authority

      NOTICES

      (5)   As soon as reasonably practicable and in any event within 5
            working days of receipt of the same to give to the Landlord notice
            of (and a certified copy of) any notice permission direction
            requisition order or proposal made by any Public Authority and
            without delay to comply in all respects at the Tenant's cost with
            the provisions thereof save that the Tenant shall if so required
            by and at the cost of the Landlord make or join in making such
            objections or representations in respect of any of them as the
            Landlord may reasonably require

      REPAIR

      (6)   To put and keep the Premises (and any works or installations made
            pursuant to paragraphs 4 and 5 of Schedule 2) in good and
            substantial repair and condition (damage by any of the Insured
            Risks excepted to the extent that the insurance money shall not
            have been rendered irrecoverable subject to clause 5(2)(b) or
            insufficient because of some act or default of the Tenant or of
            any person deriving title under or through it or their respective
            servants or agents or invitees) and to replace whenever necessary
            during the Term and on expiry of the Term the landlord's fixtures
            and fittings (including any fitted carpets) in the Premises which
            may have become beyond economic repair with items of the same type
            and quality

      DECORATION AND GENERAL CONDITION AND SERVICING

     (7)    (a)   To keep the Premises maintained to a high standard of
                  decorative order and finish and properly cleansed and tidy
                  and (without prejudice to the foregoing) as often as the
                  same shall be necessary (and not less frequently than once
                  in every fifth year of the Term but not more than once in
                  any 18 month period) and also in the last year of the Term
                  to clean paint polish or otherwise treat as the case may be
                  all inside surfaces of wood and metal work of the Premises
                  usually or requiring to be painted polished or otherwise
                  treated with two coats at least of high quality paint or
                  polish vinyl wall coverings (where applicable) or other
                  appropriate materials in a good and workmanlike manner (and
                  during the last year of the Term in the colour scheme
                  specified and otherwise in accordance with the Reinstatement
                  Specification) PROVIDED ALWAYS THAT the Tenant shall not be
                  obliged to carry out any such decorative treatment if the
                  need for it is caused by damage by any of the Insured Risks
                  to the extent (subject to clause 5(2)(b)) that the insurance
                  money shall not have been rendered irrecoverable or
                  insufficient because of some act or default of the Tenant or
                  of any person deriving title under or through it or their
                  respective servants agents or invitees

                                      10
<PAGE>


            (b)   To clean the inside of all external window glazing in the
                  Premises at least once in every month using reputable
                  contractors

            (c)   To enter into and maintain contracts for the regular
                  inspection maintenance and servicing of all fixed plant and
                  equipment comprised in the Premises which has or is likely
                  to have any impact on the Landlord's Services Equipment by
                  reputable contractors approved by the Landlord (such
                  approval not to be unreasonably withheld) and to obtain
                  satisfactory test certificates as may be reasonably required
                  by the insurers and whenever reasonably required to produce
                  copies of such contracts and certificates

      REFUSE

      (8)   Not to deposit any refuse on any of the Common Parts except in
            areas designated for such purpose from time to time by the
            Landlord and to comply with all requirements of any Public
            Authority and any reasonable regulations made by the Landlord
            pursuant to clause 4(27) in relation to control over and disposal
            of rubbish

      TO PERMIT ENTRY

      (9)   To permit the Landlord (and persons authorised by the Landlord) at
            reasonable times in compliance with the Tenant's reasonable
            security requirements on reasonable prior written notice (except
            in an emergency) to enter the Premises in order to:-

            (a)   examine their state of repair

            (b)   ascertain that the covenants and conditions of this lease
                  have been observed

            (c)   take any measurement or valuation of the Premises

            (d)   rebuild renew cleanse alter test maintain repair inspect and
                  make connections to any part of the Building including the
                  Service Media (PROVIDED that the Landlord will procure that
                  such entry takes place outside Normal Business Hours where
                  practicable)

            (e)   during the last six months of the Term (or at any time in
                  the case of a disposal of the Landlord's interest) to show
                  the Premises to prospective purchasers or tenants and their
                  agents

            (f)   exercise the rights described in schedule 3

      COMPLIANCE WITH NOTICES RELATING TO REPAIR OR CONDITION

      (10)  (a)   To comply with any notice requiring the Tenant to remedy any
                  breach of its covenants

            (b)   If the Tenant shall not within a reasonable time comply with
                  any such notice to permit the Landlord and any authorised
                  person to enter the Premises to remedy the breach as the
                  Tenant's agent and at the Tenant's proper cost the Landlord
                  making good any damage caused

                                      11
<PAGE>


            (c)   To pay to the Landlord on demand all the proper costs and
                  expenses incurred by the Landlord under the provisions of
                  this sub-clause

      ENCROACHMENTS

      (11)  (a)   To preserve all rights of light and other easements
                  belonging to the Premises and not knowingly to give any
                  acknowledgment that they are enjoyed by consent

            (b)   Not knowingly to do or omit anything which might subject the
                  Premises to the creation of any new easement and to give
                  notice to the Landlord forthwith of any encroachment which
                  might have that effect

      ALTERATIONS AND REINSTATEMENT

      (12)  (a)   Not to carry out any Development of or on the Premises nor
                  (without prejudice to the exclusion of structural parts from
                  the demise of the Premises) any works affecting any
                  structural parts of the Building and not to commit any waste

            (b)   Without prejudice to any other rights of the Landlord in
                  respect of areas not included in the Premises not to install
                  or erect any exterior lighting shade or awning or place any
                  structure or other thing outside the Premises

            (c)   Without prejudice to paragraphs (a) and (b) of this
                  sub-clause and subject to the provisos to this paragraph (c)
                  not to make any other alteration or addition to the Premises
                  (including all electrical and other plant and equipment and
                  the installation and removal of demountable partitioning)
                  except:-

                  (i)   in accordance with plans and specifications
                        (adequately describing the work in question and the
                        manner in which the work will be carried out)
                        previously submitted at the Tenant's expense in
                        triplicate to and approved by the Landlord (such
                        approval not to be unreasonably withheld or delayed
                        PROVIDED THAT the Landlord shall respond to the
                        Tenant's submission within 10 working days in the case
                        of minor alterations (excluding any alterations which
                        affect any of the Landlord's Services Equipment) and
                        if the Landlord fails to respond within 10 working
                        days as aforesaid it shall be deemed to have accepted
                        such minor alterations AND PROVIDED FURTHER that the
                        initial fitting out of the Premises following the date
                        hereof shall be governed by the Agreement for Initial
                        Alterations

                  (ii)  in a manner which shall not materially and adversely
                        affect the Landlord's Services Equipment any Service
                        Media or the provision of any of the Services

                  (iii) in accordance with any relevant terms conditions
                        recommendations and regulations of any Public
                        Authority (and in particular in relation to any
                        electrical installation in accordance with the terms
                        and conditions laid down by the Institution of
                        Electrical Engineers and the Regulations of the
                        Electricity Supply


                                      12
<PAGE>


                        Authority) and the insurance company with whom
                        the Premises are for the time being insured and

                  (iv)  in a good and workmanlike manner



                  PROVIDED ALWAYS THAT subject to clause 4(12)(c)(i):-



                  (I)   no such alterations or additions shall be carried out
                        until the Landlord has issued its consent in writing
                        to which the Tenant shall if required join as a party

                  (II)  once any such alterations or additions have been
                        carried out the Tenant shall supply to the Landlord
                        as-built plans in triplicate (together with a computer
                        aided design disk and 35 mm slides) showing the works
                        as carried out

            (d)   At the expiry of the Term to remove:-

                  (i)   all alterations and additions made to the Premises by
                        the Tenant

                  (ii)  all work done in connection with the original fitting
                        out by the Tenant in pursuance of the Agreement for
                        Initial Alterations

                  and to restore and make good the Premises in accordance with 
                  the Reinstatement Specification in a proper and workmanlike
                  manner to the condition and design which existed before the
                  alterations or additions were made with all services
                  properly sealed off

      USE   

      (13)  Not to use the Premises or any chattels in them:-

            (a)   for any purpose (and not to do anything in or to the
                  Premises) which may be or become or cause a nuisance
                  obstruction or damage to any person or property

            (b)   for a sale by auction or for any public meeting or for any
                  dangerous noxious noisy illegal or immoral trade business or
                  activity or for residential purposes and not to use the
                  Common Parts for the transaction of any business or

            (c)   (without prejudice to the preceding paragraphs of this
                  sub-clause) except for the Permitted Use

      SIGNS

      (14)  (a)   Not to erect any aerial satellite dish sign signboard pole
                  antenna wire or other apparatus on the outside of the
                  Building save for the right granted pursuant to paragraph 3
                  of schedule 2

            (b)   Not to affix or exhibit so as to be visible from outside the
                  Premises any placard sign notice fascia board or 
                  advertisement except the approved signs referred to in
                  paragraph 3 of schedule 2

                                      13
<PAGE>


      ALIENATION

      (15)  (a)   If the Tenant at any time desires to assign the whole of the
                  Premises the Tenant shall first by an irrevocable
                  unconditional written notice (the "Tenant's Notice") served
                  upon the Landlord offer to surrender or assign this lease
                  upon such financial terms and conditions as the Tenant may
                  desire

            (b)   If the Landlord wishes to accept such surrender or
                  assignment it shall within twenty-one days of receipt of the
                  Tenant's Notice serve a counter-notice (the
                  "Counter-Notice") upon the Tenant stating as much

            (c)   If the Landlord serves a Counter-Notice on the Tenant then
                  the Tenant shall surrender or assign (at the Landlord's
                  option) the Premises to the Landlord (or as the Landlord may
                  direct) within six months of receipt of the Counter-Notice
                  either with vacant possession or subject only to a permitted
                  underletting and the Tenant's liability hereunder shall
                  cease in respect of any matters arising following the date
                  of such assignment or surrender but without prejudice to any
                  antecedent breaches of covenant

            (d)   If the Landlord does not serve a Counter-Notice then the
                  Tenant must (if it wishes to assign) complete its assignment
                  on terms greater than 95 per cent in value of the terms and
                  conditions stipulated in the Tenant's Notice within six
                  months from the date of the Tenant's Notice and if the
                  Tenant shall fail to complete within such period if it still
                  wishes to assign the whole of the Premises it must reinstate
                  the procedure set out in this clause 4(15)

            (e)   Subject to the foregoing provisions of this sub-clause 4(15)
                  not to assign mortgage charge or underlet or in any other
                  manner part with possession of any part (being less than the
                  whole) of the Premises or agree to do so except that the
                  Tenant may underlet the whole of (but not more or less than)
                  any Permitted Part or Permitted Parts in accordance with
                  paragraphs (h) and (i) of this sub-clause

            (f)   Subject to the foregoing provisions of this sub-clause 4(15)
                  not to assign underlet or otherwise part with possession of
                  or the whole of the Premises or agree to do so except that
                  the Tenant may assign or underlet the whole of the Premises
                  in accordance with paragraph (g) or (h) respectively of this
                  sub-clause

      (ASSIGNMENT)

            (g)   (i)   Not to assign the whole of the Premises without first
                        obtaining the Landlord's consent issued within 2
                        months before completion of the assignment which
                        consent shall not be unreasonably withheld or delayed
                        but which may be granted subject to any one or more of
                        the conditions referred to in paragraph (g)(ii) and
                        which may be withheld if any one or more of the
                        circumstances referred to in paragraph (g)(iii) exist

                                      14
<PAGE>


                  (ii)  The conditions referred to in paragraph (g)(i) (which
                        are specified for the purposes of section 19(1A)
                        Landlord and Tenant Act 1927) are:

                        AUTHORISED GUARANTEE

                        (a)   that the Tenant shall enter into an authorised
                              guarantee agreement (as defined in section 16
                              Landlord and Tenant (Covenants) Act 1995) with
                              the Landlord in a form which the Landlord
                              reasonably requires

                        THIRD PARTY GUARANTEE/RENT DEPOSIT

                        (b)   that if so reasonably required by the Landlord
                              the proposed assignee shall have procured
                              covenants with the Landlord by a guarantor or
                              guarantors (not being the Tenant or any
                              guarantor) reasonably acceptable to the Landlord
                              in a form acceptable to the Landlord (acting
                              reasonably);

                        INTRA GROUP DEALINGS

                        (c)   if the proposed assignee is a Group Company the
                              Tenant shall have procured either:

                              (A)   if the Tenant's obligations under this
                                    lease are guaranteed by another Group
                                    Company that such Group Company covenants
                                    with the Landlord on the same terms
                                    (mutatis mutandis) as those contained in
                                    clause 10; or

                              (B)   if there is no guarantor of the Tenant's
                                    obligations under this lease and if the
                                    assignee is not at the date of the
                                    application for consent to the proposed
                                    assignment in the reasonable opinion of
                                    the Landlord of financial standing
                                    equivalent to or greater than the Tenant
                                    at the date of this lease that the
                                    proposed assignee procures covenants by a
                                    Group Company which is not the Tenant or
                                    the proposed assignee and which is in the
                                    reasonable opinion of the Landlord of
                                    financial standing equivalent to or
                                    greater than the Tenant in the same terms
                                    (mutatis mutandis) as those contained in
                                    clause 10; and

                  (iii) The circumstances referred to in paragraph (g)(i)
                        (which are specified for the purposes of section
                        19(lA) Landlord and Tenant Act 1927) are:-

                        (a)   where the Tenant's solicitors have not given an
                              undertaking to the Landlord's solicitors to pay
                              all reasonable legal surveyor's and management
                              costs disbursements and VAT arising on the
                              application for consent to such assignment
                              whether or not consent is


                                      15
<PAGE>


                              granted unless the Landlord unreasonably
                              withholds consent in circumstances where it is
                              required to be reasonable; and/or

                        (b)   where any of the rents and Interim Sum due from
                              the Tenant to the Landlord or the Management
                              Company respectively under this lease remain
                              unpaid at the date of the application for
                              consent to the proposed assignment

      (UNDERLETTING)

            (h)   Not to underlet the whole of the Premises or any Permitted
                  Part (each being referred to in this paragraph as the
                  premises) except:-

                  (i)   to a person who before the underletting shall have
                        covenanted with the Landlord to observe and perform
                        the Tenant's obligations under this lease during the
                        sub-term to the extent they relate to the premises
                        demised by the underletting (other than the payment of
                        rents) and a covenant not to assign the whole of the
                        premises without the Landlord's consent (which shall
                        not be unreasonably withheld or delayed) and an
                        unqualified covenant not to assign part of the
                        premises or to underlet or otherwise part with
                        possession or share the occupation of the premises or
                        any part of them

                  (ii)  by reserving as a yearly rent without payment of a
                        fine or premium (in addition to the service and
                        insurance and other rents payable under this lease
                        except the rent first hereby reserved or (in the case
                        of underletting of a Permitted Part) a pro rata
                        proportion of them) an amount equal to:-

                        (a)   (in the case of an underletting of the Premises)
                              the then open market rack rental value of the
                              Premises

                        (b)   (in the case of an underletting of a Permitted
                              Part) a pro rata proportion of the then open
                              market rack rental value of the Premises

                        the proportion in each case being calculated by
                        reference to the Net Internal Area of the Permitted
                        Part in relation to the Net Internal Area of the
                        Premises, in all cases such rent to be payable by
                        equal quarterly instalments in advance on the usual
                        quarter days and to be approved by the Landlord prior
                        to the underletting (such approval not to be
                        unreasonably withheld or delayed) but the amount of
                        such rent and the approval of the Landlord thereto may
                        not be used as evidence by the Tenant for the purpose
                        of any rent review pursuant to this lease

                  (iii) by a form of underlease:-

                        (a)   by which the principal rent reserved by the
                              underlease is reviewed upwards only at not
                              greater than five year intervals during the
                              sub-term in accordance with the same


                                      16
<PAGE>


                              principles (mutatis mutandis) and at the times
                              as apply to the rent first reserved by this lease

                        (b)   requiring the underlessee to observe and perform
                              all the covenants and other provisions binding
                              on the Tenant under this lease (other than the
                              covenant by the Tenant to pay rents) to the
                              extent they relate to the premises and
                              containing:-

                             (A)   a condition for re-entry by the underlessor 
                                   on breach of any covenant by the underlessee

                             (B)   a qualified covenant not to assign the whole 
                                   of the premises and an absolute covenant not
                                   to assign part of the premises or to 
                                   underlet or otherwise part with possession 
                                   or share the occupation of the premises or 
                                   any part of them

                  (iv)  with the Landlord's consent issued within three months
                        before completion of the underletting which consent
                        (subject to compliance with the foregoing conditions
                        precedent) shall not be unreasonably withheld or
                        delayed

            (i)   In relation to an underlease of a Permitted Part:-

                  (i)   not to include in the sub-demise any part of the
                        entrance to or the reception area of the Premises

                  (ii)  to except from the underlease all necessary
                        circulation areas and plant and equipment which will
                        serve the Premises in common and to reserve a separate
                        service charge rent in respect of their maintenance
                        repair and renewal

                  (iii) not as a result of the grant to create or permit the
                        creation of more than four separate occupations
                        affecting the whole of the Premises (occupations in
                        right of this lease counting as one occupation)

                  (iv)  not to grant or agree to grant the underlease without
                        providing for the exclusion of sections 24 to 28
                        inclusive of the Landlord and Tenant Act 1954 in
                        relation to the underlease in pursuance of an Order
                        duly made under section 38(4) of that Act before the
                        date of grant

            (j)   To enforce the observance and performance by every such
                  underlessee and its successors in title of the provisions of
                  the underlease and not expressly or impliedly to waive any
                  breach of them nor vary the terms of any underlease

            (k)   Not to agree any reviewed rent payable under an underlease
                  without the Landlord's consent and if the rent review under
                  any underlease is to be determined by an independent person
                  not to agree his appointment without the Landlord's consent
                  (PROVIDED ALWAYS THAT the Landlord shall not unreasonably
                  withhold or delay any consent required under this
                  sub-paragraph) and to procure that any representations which


                                      17
<PAGE>


                  the Landlord may wish to make in relation to the rent
                  review are duly submitted to the independent person and to
                  provide to the Landlord promptly on the same becoming
                  available copies of any representations made by or on behalf
                  of the Tenant or the underlessee in relation to such rent
                  review

      (SHARING OCCUPATION)

            (l)   Not to part with or share the occupation of the Premises or
                  any part of them except that the Tenant may share occupation
                  with a company which is (but only for so long as it remains)
                  either the holding company of the Tenant or a majority-owned
                  subsidiary of the Tenant or of the Tenant's holding company
                  (as those expressions are defined in section 736 Companies
                  Act 1985) so long as the Tenant does not grant the person
                  sharing occupation exclusive possession (so that such
                  company occupies as licensee only without creating any
                  relationship of landlord and tenant) nor otherwise transfer
                  or create a legal estate and the Tenant shall notify the
                  Landlord of the identity of each company in occupation

      REGISTRATION

      (16)  (a)   Within twenty-one days after any disposition or devolution
                  of this lease or of any estate or interest in or derived out
                  of it to give notice in duplicate of the relevant
                  transaction to the Landlord for registration with a
                  certified copy of the relevant instrument and to pay to the
                  Landlord a fair and reasonable fee for each such
                  registration of not less than twenty five pounds

            (b)   To register with the Landlord particulars of the
                  determination of every rent review under any underlease of
                  the Premises within fourteen days after the date of
                  determination

      PAYMENT OF COST OF NOTICES CONSENTS ETC.

      (17)  To pay on demand all reasonable expenses (including counsels'
            solicitors' surveyors and bailiffs' fees) properly incurred by the
            Landlord in and incidental to:

            (a)   the preparation and service of a notice under section 146
                  Law of Property Act 1925 or in contemplation of any
                  proceedings under section 146 or 147 of that Act
                  notwithstanding that forfeiture is avoided otherwise than by
                  relief granted by the court and

            (b)   every reasonable step taken during or after the expiry of
                  the Term in connection with the enforcement of the Tenant's
                  obligations under this lease including the service or
                  proposed service of all notices and schedules of
                  dilapidations and

            (c)   every application for consent licence or approval under this
                  lease but not if the application is unreasonably refused or
                  delayed or granted subject to unreasonable conditions (where
                  such consent is not to be unreasonably withheld or delayed)


<PAGE>


      MACHINERY

      (18)  Not to install in the Premises any plant or machinery other than
            usual office equipment without the Landlord's consent which shall
            not be unreasonably withheld PROVIDED ALWAYS THAT no plant or
            machinery shall be installed or operated in the Premises and
            nothing shall be done or omitted in them which may cause:-

            (a)   the efficiency of the heating ventilation air conditioning
                  and cooling system installed in the building to be
                  diminished or impaired in any way

            (b)   noise dust fumes smell vibration or electrical interference
                  affecting or having any other intrusive effect on any other
                  part of the Building or other adjoining property or persons
                  outside the Premises

      OBSTRUCTION/OVERLOADING

      (19)  Not to obstruct:-

            (a)   or damage any part of the Building or exercise any of the
                  rights granted by this lease in a way which causes nuisance
                  or damage

            (b)   any means of escape

            (c)   or discharge any deleterious matter into

                  (i)   any pipe drain or other conduit serving the Premises
                        and (to the extent they lie within the Premises) to
                        keep them clear and functioning properly or

                  (ii)  any Service Media

            (d)   or stop-up or darken the windows and other openings of the
                  Premises

            nor to overload or cause undue strain to the Service Media
            or any other part of the Building and in particular not to suspend
            any undue weight from the ceilings or walls of the Premises and
            not to exceed the following floor loadings:-

                  floor finishings:    :     4kN/m2 (80lbs per sq.ft)
                  live load            :     1kN/m2 (20lbs per sq.ft)

            (e)   any requisite notice erected on the Premises including any
                  erected by the Landlord in accordance with its powers under
                  this lease

      PARKING/GOODS DELIVERY

      (20)  To ensure that all loading unloading deliveries and despatch of
            goods is carried out only by using the service accesses and goods
            lifts designated by the Landlord for the use of the Premises

      PLANNING LAW AND COMPENSATION

      (21)  Without prejudice to clause 4(4) at all times during the Term to
            comply with the provisions and requirements of Planning Law
            relating to or affecting


                                      19
<PAGE>


            (a)   (i)   the Premises

                  (ii)  any operations works acts or things carried out
                        executed done or omitted on the Premises

                  (iii) the use of the Premises

                  (iv)  the use by the Tenant of (and the exercise of any
                        other rights hereunder in respect of) any other parts
                        of the building

            (b)   Subject to the provisions of paragraph (c) of this
                  sub-clause as often as occasion requires during the Term at
                  the Tenant's expense to obtain and if appropriate renew all
                  planning permissions (and serve all notices) required under
                  Planning Law in respect of the Premises whether for the
                  carrying out by the Tenant of any operations or the
                  institution or continuance by the Tenant of any use of the
                  Premises or any part thereof or otherwise

            (c)   Not without the Landlord's consent (such consent not to be
                  unreasonably withheld or delayed) to apply for any planning
                  permission relating to the Premises (and not to apply for
                  any such planning permission relating to any other part of
                  the Building) but so that subject to compliance with
                  paragraph (e) of this sub-clause the Landlord's consent
                  shall not be unreasonably withheld or delayed to the making
                  of a planning application in respect of the Premises
                  relating to any operations or use or other thing (if any)
                  which assuming it to be implemented in accordance with
                  Planning Law would otherwise not be in breach of the
                  provisions of this lease

            (d)   If the Landlord so requires in connection with any relevant
                  proposal by the Tenant to apply for a determination under
                  section 191 or 192 Town and Country Planning Act 1990

            (e)   If the Landlord consents in principle to any application by
                  the Tenant (which it hereby agrees to consider and determine
                  with all due expedition) for planning permission to submit a
                  draft of the application to the Landlord for its approval
                  and to give effect to its reasonable requirements in respect
                  thereof and if and to the extent the Landlord so requires to
                  lodge the application with the relevant authority in the
                  joint names of the Landlord and the Tenant and in duplicate

            (f)   Not to implement any planning permission before the Landlord
                  has acknowledged that its terms are acceptable nor before
                  the Landlord has received any cash or other security which
                  it reasonably requires for compliance with any conditions
                  imposed by the planning permission

            (g)   If the Landlord at the Landlord's cost reasonably requires
                  or the Tenant desires to lodge and progress diligently an
                  appeal against any refusal of an application for planning
                  permission lodged in respect of the Premises by the Tenant
                  or by any person claiming under or through the Tenant
                  (whether or not lodged in its name alone) the Landlord
                  undertakes to cooperate fully with the Tenant in respect of
                  any such appeal unless such


                                      20
<PAGE>


                  appeal would be likely to have a material and adverse effect 
                  on the Landlord's interests in the Building

            (h)   Unless the Landlord otherwise directs to complete before the
                  expiry of the Term all works on the Premises required as a
                  condition of any planning permission implemented by the
                  Tenant or by any person claiming under or through it

            (i)   If the Tenant receives or is entitled to receive any
                  statutory compensation under any Enactment in relation to
                  its interest in the Premises the Tenant shall on any
                  determination of its interest prior to the expiry of this
                  lease by effluxion of time forthwith make such provision as
                  is just and equitable for the Landlord to receive its due
                  benefit from such compensation

      INDEMNITY

      (22)  To indemnify the Landlord against all expenses proceedings costs
            claims damages demands and any other liability or consequence
            arising out or in respect of any breach of any of the Tenant's
            obligations under this lease (including all costs reasonably
            incurred by the Landlord in an attempt to mitigate any such
            breach) or of any act omission or negligence of the Tenant or any
            person at the Premises with the Tenant's authority

      DEFECTIVE PREMISES

      (23)  On becoming aware of the same (or when the Tenant ought reasonably
            to have become aware of the same) to give notice forthwith to the
            Landlord of any defect in the Premises which might give rise to:-

            (a)   an obligation on the Landlord to do or refrain from doing
                  anything in relation to the Premises or

            (b)   any duty of care or the need to discharge such duty imposed
                  by the Defective Premises Act 1972 or otherwise

            and at all times to display and maintain all notices which the
            Landlord may from time to time reasonably require to be displayed
            at the Premises in relation to their state of repair and condition

      INSURANCE AND FIRE FIGHTING EQUIPMENT

      (24)  (a)   Not to do or omit anything by which any insurance policy
                  (relevant extracts of which shall have been provided to the
                  Tenant) relating to the Building or any part of it becomes
                  void or voidable or by which the rate of premium on such
                  policy may be increased

            (b)   To comply with all proper requirements of the insurers and
                  to provide and maintain unobstructed appropriate operational
                  fire fighting equipment and fire notices on the Premises

            (c)   To notify the Landlord forthwith of:-

                                      21
<PAGE>


                  (i)   any incidence of any Insured Risk on the Premises and
                        of any other event which ought reasonably to be
                        brought to the attention of insurers and of which the
                        Tenant ought reasonably to be aware

                  (ii)  the insurable value of any fixture installed in the
                        Premises by the Tenant or any person claiming under or
                        through the Tenant

            (d)   That if at any time the Tenant or any person claiming under
                  or through it shall be entitled to the benefit of any
                  insurance of the Premises to cause all money paid under such
                  insurance to be applied in making good the loss or damage in
                  respect of which it was paid

            (e)   Subject to clause 5(2)(b) if the whole or any part of the
                  Building is damaged or destroyed by any of the Insured Risks
                  at any time during the Term and the insurance money under
                  any insurance policy effected by the Landlord is rendered
                  wholly or partially irrecoverable because of some act or
                  default of the Tenant or any person deriving title under or
                  through the Tenant or their respective servants agents or
                  invitees forthwith to pay the Landlord the whole amount of
                  the insurance money so irrecoverable

      DANGEROUS AND CONTAMINATIVE MATERIALS

      (25)  Not to keep place store or use or permit or suffer to be kept
            placed stored or used in or upon or about the Premises any
            materials substance or other thing of a dangerous inflammable
            combustible explosive corrosive or offensive nature or any
            materials substance or other thing which may in any way cause
            pollution injury or harm by percolation corrosion contamination
            migration release or otherwise on beneath or in the vicinity of
            the Premises

      YIELD UP

      (26)  (a)   At the expiry of the Term to remove all chattels and
                  tenant's fixtures and quietly to yield up the Premises
                  reinstated in accordance with the Reinstatement
                  Specification and restored and made good to the extent
                  required under clause 4(12)(d) and in the state of repair
                  condition decorative order and layout otherwise required by
                  this lease and any licences or consents issued in pursuance
                  of it and to make good any damage so caused in a proper and
                  workmanlike manner

            (b)   The Tenant irrevocably authorises the Landlord to remove and
                  dispose of any chattels which may be left in the Premises
                  within 28 days after the Tenant has quit them (without being
                  obliged to obtain any consideration for the disposal) and
                  the Tenant irrevocably declares that any such chattels will
                  stand abandoned by it

      REGULATIONS AND COVENANTS

      (27)  To comply with:-

                  (i)   all reasonable regulations reasonably made by the
                        Landlord from time to time and notified to the Tenant
                        in writing for the good management of the Building
                        PROVIDED ALWAYS THAT no such regulations shall purport
                        to amend the terms expressed in


                                      22
<PAGE>


                        this lease and if there is any inconsistency
                        between the terms of this lease and the regulations
                        the terms of this lease shall prevail

                  (ii)  all covenants stipulations and other matters affecting
                        the Premises and not to interfere with any rights
                        easements or other matters affecting the Premises

      SECURITY AND ACCESS

      (28)   To use all reasonable endeavours to ensure that the Tenant's
             visitors to the Premises observe such security regulations which
             may apply to them

      HEAD LEASE

     (29)   (a)   To observe and perform the covenants and conditions on the
                  part of the lessee contained in the Head Lease so far as
                  they relate to the Premises except the covenant for the
                  payment of rent and except also so far as the obligations
                  relating to insurance fall to be observed and performed by
                  the Landlord pursuant to clause 5(2)

            (b)   Not to do or omit any act or thing which would or might
                  cause the Landlord to be in breach of the Head Lease

      SERVICE CHARGE

      (30)   To pay the Service Charge (and VAT thereon) to the Management
             Company at the times and in the manner provided for in clause 6
             and schedule 5 without deduction or set off and to pay the
             Outside Normal Business Hours Charge within 10 days of demand
             (either annually or by monthly instalments) as the Management
             Company shall reasonably determine PROVIDED THAT for the period
             from the date hereof until the earlier of 25th June 1997 and the
             date on which the Tenant commences full beneficial occupation of
             the Premises following the works contemplated by the Agreement
             for Initial Alterations the Service Charge payable by the Tenant
             in any Accounting Period shall not exceed pounds sterling 32,190
             inclusive of VAT and PROVIDED FURTHER that the Service Charge
             payable in respect of the twelve month period from the earlier of
             25th June 1997 and the date on which the Tenant commences full
             beneficial occupation of the Premises following the works
             contemplated by the Agreement for Initial Alterations shall be
             pounds sterling 74,573.50 exclusive of VAT.

5.    LANDLORD'S COVENANTS

      The Landlord covenants with the Tenant:

      QUIET ENJOYMENT

      (1)    That if the Tenant observes and performs its covenants contained
             in this lease the Tenant may peaceably hold and enjoy the
             Premises without any lawful interruption by the Landlord or any
             person rightfully claiming through under or in trust for it


                                      23
<PAGE>


      INSURANCE

      (2)   (a)   To keep the Building (except all tenants' plant and
                  equipment and trade fixtures) insured against the Insured
                  Risks in the full current replacement cost

            (b)   to use reasonable endeavours to procure that the interest of
                  the Tenant is noted on the insurance policy and to use
                  reasonable endeavours to further procure that the insurers
                  waive any rights of subrogation against the Tenant (or any
                  lawful subtenant occupier or invitee) and the Landlord will
                  notify the Tenant if it is unable so to procure and will
                  duly consider the representations of the Tenant regarding
                  alternative insurers who may be prepared to procure that the
                  insurers waive any subrogation rights and/or note the
                  interest of the Tenant and will also permit the Tenant to
                  make representations to the insurers regarding the noting of
                  the Tenant's interest and/or waiver of rights of subrogation

            (c)   On request to supply the Tenant (but not more frequently
                  than once in any period of twelve months) with evidence of
                  such insurance

            (d)   If and whenever during the Term the Building (except as
                  aforesaid) is damaged or destroyed by an Insured Risk and to
                  the extent that payment of the insurance monies is not
                  refused because of any act neglect default or omission of
                  the Tenant or of any person deriving title under or through
                  the Tenant or their respective servants agents and invitees
                  subject to clause 5(2)(b) above the Landlord will with all
                  convenient speed take the necessary steps to obtain any
                  requisite planning permissions and consents and if they are
                  obtained to lay out the money received from the insurance of
                  the Building (except sums in respect of public liability and
                  employer's liability and loss of rent) towards replacing
                  (but not necessarily in facsimile reinstatement) the damaged
                  or destroyed parts (except as aforesaid) and in the case of
                  the Premises to the Reinstatement Specification as soon as
                  reasonably practicable (and the Landlord shall keep the
                  Tenant informed of progress of any such insurance claims and
                  the Landlord's proposals for compliance with this provision)
                  PROVIDED ALWAYS THAT the Tenant shall have no claim against
                  the Landlord under this clause 5(2)(c) in respect of the
                  manner of replacement of the interior of any Lettable Unit
                  other than the Premises or any alteration to the Common
                  Parts and PROVIDED FURTHER THAT the Landlord shall not be
                  liable to carry out the replacement if it is unable (having
                  used all reasonable endeavours) to obtain every planning
                  permission and consent necessary to execute the relevant
                  work in which event the Landlord shall be entitled to retain
                  all the insurance money received by it and if the Landlord
                  so retains the insurance money the Tenant shall be entitled
                  to determine this lease on not less than one month's prior
                  written notice

            (e)   In the event that the Premises have not been reinstated to
                  the Reinstatement Specification or essential means of access
                  thereto within the Building is not available in the
                  circumstances contemplated in sub-clause 5(2)(d) by the date
                  five years and eleven months following the date of such
                  damage or destruction by an Insured Risk the Tenant may


                                      24
<PAGE>


                  determine this lease on not less than one month's prior 
                  written notice such notice to be served (if at all) within 
                  one month after expiry of such five years and eleven months 
                  period

      HEAD LEASE

      (3)   (a)   To pay the rents reserved by the Head Lease and to perform
                  so far as the Tenant is not liable for such performance
                  under the terms of this lease but so far only as to preserve
                  the existence of this lease the covenants and conditions on
                  the part of the lessee contained in the Head Lease

            (b)   On the request and at the reasonable expense of the Tenant
                  to take all reasonable steps to enforce the covenants on the
                  part of the Superior Landlord contained in the Head Lease

            (c)   To take all reasonable steps at the Tenant's reasonable
                  expense (to the extent possible under the Head Lease) to
                  obtain the consent of the Superior Landlord wherever the
                  Tenant makes application for any consent required under this
                  lease where the consent of both the Landlord and the
                  Superior Landlord is needed by virtue of this lease and the
                  Head Lease

      ELECTRICITY PROVISION

      (4)   Subject to clause 7(3) to use all reasonable endeavours to provide
            or procure the provision of electricity to the Premises to the
            extent necessary to meet the requirements of the Tenant having
            regard to the overall electricity services design standards for
            the Building as a whole and to all relevant statutory provisions
            from time to time regulating the supply and utilisation of
            electricity and the terms and conditions relative thereto from
            time to time imposed by the electricity provider chosen by the
            Landlord

      MANAGEMENT COMPANY ACCESS

      (5)   To allow the Management Company such rights over the Building as
            it requires from time to time for the due and proper provision of
            the Services

      VAT INDEMNITY

      (6)   The provisions of schedule 8 shall apply in relation to VAT
            liability on the rent first reserved and:-

            (a)   Whenever VAT is properly chargeable in respect of any supply
                  made hereunder by the Landlord to the Tenant the Landlord
                  shall no later than thirty days after the due date for
                  payment in respect of such supply issue a valid VAT invoice
                  or audit note (as the case may be to the Tenant)

            (b)   Subject to (6)(c) below all consideration payable by the
                  Landlord to the Tenant shall be exclusive of VAT which the
                  Landlord shall pay in addition on production of a valid VAT
                  invoice

            (c)   The capital sum referred to in clause 3 above shall be
                  inclusive of VAT save that if the Landlord is at any stage
                  able to recover such VAT the Landlord shall pay to the
                  Tenant a further amount equal to VAT on the capital sum


                                      25
<PAGE>


      NAMING RIGHTS

      (7)    The Landlord shall only name the Building in accordance with its
             postal address from time to time

      NOTIFICATION OF NOTICES

      (8)    The Landlord will inform the Tenant as soon as reasonably
             practicable but in any event within 5 working days of receipt of
             the same of any notice served by the Superior Landlord alleging a
             breach of the Head Lease which would threaten the existence of
             this lease

6.    PROVISION OF SERVICES

      The Management Company covenants with the Tenant to use all reasonable 
      endeavours:-

      (1)    Well and substantially to repair and properly clean and decorate
             the structure of the Building (including the structure of the
             roofs foundations external and internal walls and columns and
             structural slabs of the ceilings and floors) the external
             surfaces of the Building (including the whole of the glazing
             within the external walls of the Building) and the Common Parts
             and (where consistent with an obligation to repair) to replace
             the same

      (2)    To keep the Service Media designed for common or general use and
             the Landlord's Services Equipment in good and substantial repair
             and in clean condition and at all times in good and safe working
             order

      (3)    To keep the lifts in the Building clean and in good and
             substantial repair and condition and at all times in good and
             safe working order

      (4)    Provide heat and air conditioning and chilled water to the
             Premises (subject to the Tenant paying Outside Normal Business
             Hours Charge in relation to the provision of such services
             outside Normal Business Hours) such heat being sufficient to
             maintain an air temperature in the Premises measured at the main
             trunk connections to the floor as follows:

             Air Conditioning and Heating

                     Design Parameters:

                     External Conditions:

                            Summer       29 degrees C DB 20 degrees C WB
                            Winter       -4 degrees C DB 100% relative humidity

             Internal Conditions Office
             Accommodation -

                            Summer       22 degrees C DB + 1 degree C

                            Winter       20 degrees C DB minimum

             Humidity Office Accommodation -



                                      26
<PAGE>


                            Summer                 50%+/- 10%
                            Winter                 50%+/- 10%



            (5)   To ensure that the Common Parts are at all times kept clean
                  tidy and unobstructed

            (6)   Subject to clause 7(3) and clause 7(6) to provide or procure
                  the provision of electricity to the Premises and each and
                  every part thereof designed to receive the same to the
                  extent necessary to meet the reasonable requirements of the
                  Tenant and other lawful occupiers of the Premises

            (7)   To comply with the requirements of any statute (already or
                  in the future to be passed) or any government department
                  local authority other public or competent authority or court
                  of competent jurisdiction relating to the Building or any 
                  part for which any tenant or occupier of the Building is not
                  directly or exclusively liable

            (8)   To ensure that at all times (meaning for the avoidance of
                  doubt 24 hours a day during the Term) there are both such
                  security officers at and patrolling the Building as is
                  reasonably appropriate for premises of the same size and
                  nature as the Building and that the main reception to the
                  Building is properly and adequately manned

            (9)   To provide or procure the provision of:-

                  (a)   the Services during Normal Business Hours; and

                  (b)   such of the Services outside Normal Business Hours as
                        in the Management Company's reasonable discretion are
                        appropriate to provide to a high class office building
                        in the City of London outside Normal Business Hours;
                        and

                  (c)   such of the Services outside Normal Business Hours as
                        the Tenant shall previously request (but subject to
                        the Tenant being responsible for the Outside Normal
                        Business Hours Charge)

                  (having regard in all cases to and in accordance with
                  the overall design standards for the Building as a whole and
                  subject to the limitations contained in Clause 7(6)) in an
                  efficient and economic manner and in accordance with good
                  estate management provided that the Management Company shall
                  be entitled to employ such managing agents professional
                  advisers contractors and other persons as it shall from time
                  to time reasonably think fit for the purpose of the
                  performance of the Services

      PROVIDED THAT the Management Company shall not be liable for:-

      (without prejudice to the provisions of clause 7(3)) any closure of any
      of the Common Parts or interruption in the provision of the Services or
      stoppage or severance affecting any of the Service Media or any
      interruption to the supply of electricity to the Premises or the Common
      Parts or temporary closure or diversion of any of the Common Parts or
      Service Media by reason of necessary inspection repair maintenance or
      replacement thereof or any part thereof or any plant machinery equipment
      installations or apparatus used in connection therewith or damage
      thereto or destruction thereof by any risk


                                      27
<PAGE>


      (whether or not an Insured Risk) or by reason of electrical mechanical
      or other defect or breakdown or frost or other inclement conditions or
      shortage of fuel materials supplies or labour or whole or partial
      failure or stoppage of any mains supply due to any circumstances beyond
      the control of the Management Company PROVIDED ALWAYS that the
      Management Company shall use all reasonable endeavours to minimise the
      adverse effects of any such circumstances and to remedy any such
      interruption closure or diversion as soon as reasonably practicable
      PROVIDED FURTHER that in the event of the Landlord or the Management
      Company being unable to provide air conditioning or electricity to the
      Premises in such circumstances the Tenant shall be entitled to carry out
      (the Landlord and Management Company affording the Tenant reasonable
      access to do so) all necessary remedial works to such electricity or air
      conditioning PROVIDED THAT:

      (a)    the Tenant shall carry out such works in a good and workmanlike
             manner and make good all damage caused causing as little
             inconvenience to the Landlord Management Company and other
             tenants as reasonably practicable

      (b)    the Landlord or the Management Company shall be responsible for
             the costs of the Tenant in carrying out such remedial works when
             such works are being carried out as a consequence of any breach
             of the Landlord's or Management Company's covenants hereunder

7.    PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED THAT:-

      FORFEITURE AND RE-ENTRY

      (1)   Without prejudice to any other remedies and powers contained in
            this lease or otherwise available to the Landlord if

            (a)   the whole or part of the rents shall be unpaid for
                  twenty-one days after becoming payable (whether or not
                  formally demanded) or

            (b)   any of the Tenant's covenants in this lease are not
                  performed or observed in the manner and at the times herein
                  specified or

            (c)   the guarantee granted by the Guarantor or any other
                  guarantor of the Tenant's obligations is or becomes
                  unenforceable (in whole or in part) for any reason
                  whatsoever and no suitable alternative security is provided
                  to the Landlord within a period of one month or

            if the Tenant (or if more than one person any one of them):-

            (d)   being a company enters into liquidation whether voluntarily
                  (except for reconstruction or amalgamation of a solvent
                  company) or compulsorily or has a provisional liquidator or
                  a receiver (including an administrative receiver) appointed
                  or its directors pass a resolution to petition for an
                  administration order or one or more of them swears an
                  affidavit in support of such a petition or is the subject of
                  an administration order or a petition for one or of a
                  voluntary arrangement or a proposal for one under Part I
                  Insolvency Act 1986

            (e)   being a company incorporated outside the United Kingdom is
                  the subject of any proceedings or event analogous to those
                  referred to in clause 7(1)(d) in the country of its
                  incorporation

                                      28
<PAGE>


            (f)   being an individual is the subject of a bankruptcy petition
                  or bankruptcy order or of any application or order or
                  appointment under section 253 or section 273 or section 286
                  Insolvency Act 1986 or otherwise becomes bankrupt or
                  insolvent or dies

            the Landlord may at any time thereafter (and notwithstanding
            the waiver of any previous right of re-entry) re-enter the
            Premises without prejudice to the Tenant's right to relief against
            forfeiture whereupon this lease shall absolutely determine but
            without prejudice to either party's right of action against the
            other in respect of any antecedent breach of the covenants in this
            lease

      LETTING SCHEME USE AND EASEMENTS

      (2)   No letting or building scheme exists or shall be created in
            relation to the Building and (subject only to those easements
            expressly granted by this lease) neither the Tenant nor the
            Premises shall be entitled to any easement or quasi-easement
            whatsoever and nothing herein contained or implied shall give the
            Tenant the benefit of or the right to enforce or to have enforced
            or to prevent the release or modification of any right easement
            covenant condition or stipulation enjoyed or entered into by any
            tenant of the Landlord in respect of property not demised by this
            lease or prevent or restrict the development or use of the
            remainder of the Building or any other land

      COMMON PARTS AND SERVICE MEDIA

      (3)   Subject always to the rights of the local authority the relevant
            supply authorities and any other competent authority the Common
            Parts and the Service Media are at all times subject to the
            exclusive control and management of the Landlord who may from time
            to time (if it shall be necessary or reasonable to do so for the
            benefit of the Building or otherwise in keeping with the
            principles of good estate management) alter divert substitute stop
            up or remove any of them (leaving available for use by the Tenant
            reasonable and sufficient means of access to and egress from and
            servicing for the Premises)

      SERVICE OF NOTICES

      (4)   (a)   In addition to any other mode of service any notices to be
                  served under this lease shall be validly served if served in
                  accordance with section 196 Law of Property Act 1925 as
                  amended by the Recorded Delivery Service Act 1962 or (in the
                  case of any notice to be served on the Tenant) by sending it
                  to the Tenant at the Premises PROVIDED THAT whilst the
                  Tenant hereunder is Donaldson Lufkin & Jenrette
                  International Limited such notice shall also be served on
                  the offices for the time being of SJ Berwin & Co (attention:
                  Edward Page) or such other firm of solicitors notified in
                  writing to the Landlord and 277 Park Avenue New York New
                  York 10172

            (b)   If the Tenant or any guarantor comprises more than one
                  person it shall be sufficient for all purposes if notice is
                  served on one of them but a notice duly served on the Tenant
                  will not need to be served on any guarantor


<PAGE>


      RENT CESSER

      (5)   If and whenever during the Term:-

            (a)   the Premises (other than the Tenant's plant and equipment
                  and tenant's fixtures) or the means of access to the
                  Premises within the Building are damaged or destroyed by any
                  of the Insured Risks so that the Premises are incapable of
                  beneficial occupation and use and

            (b)   subject to clause 5(2)(b)the insurance of the Building or
                  the payment of any insurance money has not been vitiated by
                  the act neglect default or omission of the Tenant or of any
                  person deriving title under or through the Tenant their
                  respective servants agents and invitees

            the rent first reserved by this lease and the Service Charge
            or a fair proportion of them according to the nature and extent of
            the damage sustained shall be suspended and cease to be payable
            from the date of destruction or damage until whichever is the
            earlier of the date on which the Premises are reinstated to the
            Reinstatement Specification and if applicable the essential means
            of access within the Building are available and the date of expiry
            of the period for which insurance of loss of rent is effected and
            any dispute about such suspension shall be referred to the award
            of a single arbitrator to be appointed in default of agreement on
            the application of the Landlord or the Tenant to the President for
            the time being of The Royal Institution of Chartered Surveyors in
            accordance with the Arbitration Acts 1950 and 1979

      LANDLORD'S LIABILITY

      (6)   The Landlord shall not be liable for (without prejudice to the
            provisions of clause 7(3)) any closure of any of the Common Parts
            or stoppage or severance affecting any of the Service Media or any
            interruption to the supply of electricity to the Premises or
            temporary closure or diversion of any of the Common Parts or
            Service Media by reason of necessary inspection repair maintenance
            or replacement thereof or any part thereof or any plant machinery
            equipment installations or apparatus used in connection therewith
            or damage thereto or destruction thereof by any risk (whether or
            not an Insured Risk) or by reason of electrical mechanical or
            other defect or breakdown or frost or other inclement conditions
            or shortage of fuel materials supplies or labour or whole or
            partial failure or stoppage of any mains supply due to any
            circumstances beyond the control of the Landlord PROVIDED ALWAYS
            that the Landlord shall use all reasonable endeavours to minimise
            the adverse effects of any such circumstances and to remedy any
            such interruption closure or diversion as soon as reasonably
            practicable PROVIDED FURTHER that in the event of the Landlord or
            the Management Company being unable to provide air conditioning or
            electricity to the Premises in such circumstances the Tenant shall
            be entitled to carry out (the Landlord and Management Company
            affording the Tenant reasonable access to do so) all necessary
            remedial works to such electricity or air conditioning PROVIDED
            THAT:

      (a)   the Tenant shall carry out such works in a good and workmanlike
            manner and make good all damage caused causing as little
            inconvenience to the Landlord Management Company and other tenants
            as reasonably practicable)

                                      30
<PAGE>


      (b)   the Landlord or the Management Company shall be responsible for
            the costs of the Tenant in carrying out such remedial works when
            such works are being carried out as a consequence of any breach of
            the Landlords or Management Company's covenants hereunder

      ARBITRATION FEES

      (7)   The fees of any arbitrator incurred in any arbitration proceedings
            arising out of this lease may be paid to the arbitrator by the
            Landlord or by the Tenant notwithstanding any direction or prior
            agreement as to liability for payment and any sums so paid for
            which the party who pays them initially is not ultimately liable
            shall be repayable on demand by the party who is liable for them

      RENT REVIEW MEMORANDUM

      (8)   Forthwith after every agreement or determination of any increase
            in the amount of the rent reserved and made payable by virtue of
            schedule 4 a memorandum recording the increase shall be attached
            to this lease and to the counterpart and such memorandum shall be
            signed by or on behalf of the Landlord and the Tenant respectively

      NO WARRANTY AS TO USE

      (9)   Nothing contained in this lease shall constitute or be deemed to
            constitute a warranty by the Landlord that the Premises are
            authorised under Planning Law to be used or are otherwise fit for
            any specific purpose

      DISPUTES

      (10)  (a)   Any dispute between the Tenant and any other tenant or
                  occupier of any part of the Building relating to any
                  easement or right affecting the Building or any part of it
                  shall (unless the Landlord shall by notice to the parties
                  concerned renounce its power to determine it) be referred to
                  the Landlord whose decision acting reasonably (acting in the
                  capacity of an expert) shall be binding upon the parties to
                  the dispute but the Landlord shall give written reasons for
                  his decision

            (b)   Where any issue (other than one relating to a rent review)
                  arising out of or under or relating to the Head Lease which
                  also affects or relates to the provisions of this lease is
                  to be determined as provided in the Head Lease the
                  determination of such issue pursuant to the provisions of
                  the Head Lease shall be binding on the Tenant as well as the
                  Landlord for the purposes both of the Head Lease and this
                  lease

      COMPENSATION

      (11)  Except where any Enactment prohibits the right to compensation
            being reduced or excluded by agreement, neither the Tenant nor any
            occupier of the Premises shall be entitled on quitting them to
            claim from the Landlord any compensation under the Landlord and
            Tenant Act 1954

                                      31
<PAGE>


      RATEABLE VALUE APPEALS

      (12)  (a)   If the Landlord or the Tenant intends to make a proposal to
                  alter the entry for the Premises in the local non-domestic
                  rating list it shall notify the other party of its
                  intention and shall incorporate in the proposal such proper
                  and reasonable representations as may be made by or on
                  behalf of that party

            (b)   The Tenant shall not agree the level of rates liability
                  attributable to the Premises following the date hereof
                  without the Landlord's consent (such consent not to be
                  unreasonably withheld or delayed) PROVIDED that for the
                  avoidance of doubt the Landlord shall not be entitled to
                  refuse its consent to any level of rates which the Tenant
                  has negotiated with the appropriate rating authority which
                  is lower than any level of rates negotiated by or on behalf
                  of the Landlord in respect of the Building on a pro rata
                  basis

      NO WARRANTY AS TO SECURITY

      (13)   Nothing contained in this lease (and no exercise of any of the
             Landlord's powers under this lease) shall constitute or be deemed
             to constitute a warranty by the Landlord that the Premises shall
             be kept secure or that any security service to the Common Parts
             shall be effective

      JURISDICTION

      (14)   This lease shall be governed by and construed in all respects in
             accordance with the law of England and for the benefit of the
             Landlord the English courts shall have exclusive jurisdiction in
             relation to disputes arising under or connected with this lease
             and the Tenant agrees that any process may be served on it by
             leaving a copy of the relevant document at the Premises provided
             however that the Landlord shall retain the right at its sole
             election to sue the Tenant elsewhere including in the courts of
             the Tenant's domicile

      OVERRIDING LEASE

      (15)   If at any time during the Term the Landlord shall grant a tenancy
             of the reversion immediately expectant on the determination of
             this lease whether pursuant to Section 19 Landlord and Tenant
             (Covenants) Act 1995 or otherwise any covenant on the part of the
             Tenant to obtain the consent of the Landlord under this lease to
             any dealing shall be deemed to include a further covenant also to
             obtain the consent of the lessor under such tenancy to such
             dealing

8.    LANDLORD'S GUARANTOR

      (1)    The Landlord's Guarantor at the request of the Landlord and in
             consideration of the Tenant agreeing to take this lease covenants
             and agrees with the Tenant that all of the Landlord's obligations
             contained in this lease will be performed and observed in the
             manner and at the times herein specified and that if there is
             default in performing and observing any of the Landlord's
             obligations (notwithstanding any time or indulgence granted by
             the Tenant to the Landlord or compromise, neglect or forbearance
             on the part of the Tenant in enforcing the observance of the
             Landlord's obligations in this lease) the Landlord's Guarantor


                                      32
<PAGE>


             will observe and perform (or procure the performance and 
             observance of) the obligations in respect of which the Landlord 
             shall be in default

      (2)    The Landlord's Guarantor at the request of the Management Company
             and in consideration of the Tenant agreeing to pay the Service
             Charge covenants and agrees with the Tenant that all of the
             Management Company's obligations contained in this lease will be
             performed and observed in the manner and at the times herein
             specified and that if there is default in performing and observing
             any of the Management Company's obligations (notwithstanding any
             time or indulgence granted by the Tenant to the Management Company
             or compromise, neglect or forbearance on the part of the Tenant in
             enforcing the observance of the Management Company's obligations
             in this lease) the Landlord's Guarantor will observe and perform
             (or procure the performance and observance of) the obligations in
             respect of which the Management Company shall be in default

9.    TENANT'S OPTION TO DETERMINE

      (1)    The Tenant may (subject to compliance with the provisions of this
             clause) determine this lease as at 24th October 2008

      (2)    If the Tenant wishes so to determine the Tenant shall give to the
             Landlord the Termination Notice such notice to expire on 24th
             October 2008

      (3)    If the Tenant duly serves the Termination Notice it shall procure
             that vacant possession of the Premises will be available on 24th
             October free of occupation by and of any estate or interest rested
             in the Tenant or any third party and this lease shall not
             determine as a result of any notice served by the Tenant if the
             Tenant is in material breach of any of its covenant to pay the
             rents and Interim Sum contained in this lease (including those
             contained in this sub-clause) as at 24th October 2008 except to
             the extent if at all the Landlord in its absolute discretion
             waives compliance with any of them

10.   GUARANTEE AND GUARANTOR'S INDEMNITY

      The Guarantor at the request of the Tenant and in consideration of the
      grant of this lease covenants and agrees with the Landlord and during
      the Term and any period of holding over continuation or extension
      thereof whether by an Enactment common law or otherwise (subject to
      clause 4(15)):-

      (1)    The rents reserved by this lease (whether or not ascertained as
             to amount) will be duly paid and that all the Tenant's
             obligations contained in it will be performed and observed in the
             manner and at the times herein specified and that if there is any
             default in paying the rents or in performing and observing the
             Tenant's obligations (notwithstanding any time or indulgence
             granted by the Landlord to the Tenant or compromise neglect or
             forbearance on the part of the Landlord in enforcing the
             observance and performance of the Tenant's obligations in this
             lease or any refusal by the Landlord to accept rents tendered by
             or on behalf of the Tenant) the Guarantor will observe and
             perform the obligations in respect of which the Tenant shall be
             in default and will on demand and on a full indemnity basis pay
             to the Landlord an amount equivalent to the rents or other
             amounts not paid and/or any loss damage costs charges expenses or
             any other liability incurred or suffered by the Landlord as a
             result of the default (and in the event of non-payment shall pay
             interest at the Interest Rate from the date of demand to the


                                      33
<PAGE>


            Guarantor until the date of payment) and will otherwise
            indemnify and hold harmless the Landlord against all actions
            claims costs damages demands expenses losses and proceedings
            arising from or incurred by the Landlord as a result of such
            non-performance or non-observance

      (2)   If any liquidator or other person having power to do so disclaims
            this lease or if it shall be forfeited or if the Tenant ceases to
            exist and if the Landlord by written notice served within three
            months after the date of disclaimer or forfeiture or the Landlord
            having actual knowledge of the cesser of existence of the Tenant
            (each a "Trigger Event") requires the Guarantor to accept a lease
            of the Premises for a term computed from the date of the Trigger
            Event to the date on which the Term would have expired by
            effluxion of time and at the same rents and subject to the same
            covenants stipulations conditions and provisions (except that the
            Guarantor shall not be required to procure that any other person
            is made party to that lease as guarantor) as are reserved by and
            contained in this lease immediately before the Trigger Event and
            with coincidental Review Dates (the said new lease and the rights
            and liabilities thereunder to take effect as from the date of such
            Trigger Event) the Guarantor shall forthwith accept such lease
            accordingly and execute and deliver to the Landlord a counterpart
            of it and indemnify the Landlord upon demand against the costs
            incurred on the grant of the new lease

      (3)   The liability of the Guarantor hereunder shall not be released
            reduced affected or prejudiced by reason of:-

            (a)   any variation or waiver of or addition to the terms of this
                  lease or any of them agreed between the Landlord and the
                  Tenant or

            (b)   the surrender by the Tenant of part of the Premises (in
                  which event the liability of the Guarantor shall continue in
                  relation to the Tenant's obligations in respect of the part
                  of the Premises not so surrendered) or

            (c)   any legal limitation immunity disability incapacity
                  occurrence of insolvency or the winding-up of the Tenant or

            (d)   (without limitation to the foregoing) of any other act or
                  thing act or thing by which (but for this provision) the
                  Guarantor would have been discharged or released (in each
                  case in whole or in part) from liability under this
                  guarantee and indemnity

            or any combination of any two or more of such matters

      (4)   If a Trigger Event occurs and for any reason the Landlord does not
            require the Guarantor to accept a new lease of the Premises in
            accordance with clause 8(2) the Guarantor shall pay to the
            Landlord on demand (in addition to any other loss damage costs
            charges expenses or other liability which the Guarantor may be
            required to make good hereunder and without prejudice to any other
            rights of the Landlord) an amount equal to the rents which would
            have been payable hereunder but for such Trigger Event (so far as
            such rents do not otherwise continue to be payable) for the period
            commencing on the date of such Trigger Event and ending on
            whichever is the earlier of the date one year after the date of
            such Trigger Event and the date (if any) upon which rent is first
            payable in respect of the whole of the Premises on a reletting
            thereof

                                      34
<PAGE>


      (5)   Without prejudice to the rights of the Landlord against the Tenant
            the Guarantor shall be a principal obligor in respect of its
            obligations under this clause and not merely a surety and
            accordingly the Guarantor shall not be discharged nor shall its
            liability hereunder be affected by any act or thing or means
            whatsoever by which its said liability would not have been
            discharged if it had been a primary debtor

      (6)   The Guarantor shall pay all reasonable charges (including legal
            and other costs on a full indemnity basis) incurred by the
            Landlord in relation to the Landlord's enforcement of this
            guarantee and indemnity against the Guarantor or for enforcing
            payment by the Guarantor of amounts indemnified by it hereunder

      (7)   The Landlord may at its option enforce the terms of this guarantee
            and indemnity against the Guarantor without having first enforced
            the covenants and terms of this lease against the Tenant and also
            without first having recourse to any other rights or security
            which the Landlord may have obtained in relation to this lease

      (8)   The Guarantor shall not be entitled to participate in any security
            held by the Landlord in respect of the obligation of the Tenant
            under this lease or to any right of subrogation in respect of any
            such security until all the obligations owed to the Landlord by
            the Tenant and the Guarantor hereunder have been fully and
            unconditionally fulfilled and discharged

      (9)   The Guarantor shall not claim in any liquidation bankruptcy
            composition or scheme of arrangement in respect of the Tenant in
            competition with the Landlord and if and to the extent that it
            receives the same shall remit to (and until remission shall hold
            in trust for) the Landlord all and any monies received from any
            liquidator trustee receiver or out of any composition or
            arrangement or from any supervisor thereof until all the
            obligations of the Tenant and the Guarantor hereunder owed to the
            Landlord have been fully and unconditionally fulfilled and
            discharged

      (10)  This guarantee and indemnity shall enure for the benefit of the
            Landlord's successors in title under this lease without the
            necessity for any assignment thereof

      (11)  While Donaldson, Lufkin & Jenrette International Limited remains
            the Tenant this guarantee and indemnity shall only apply if and
            for so long as the total shareholders funds and reserves of
            Donaldson, Lufkin & Jenrette International Limited are or fall
            below the value of Fifty million pounds (pounds sterling
            50,000,000) AND Donaldson, Lufkin & Jenrette International Limited
            and Donaldson, Lufkin & Jenrette Inc. shall notify the Landlord at
            the beginning of each period in which this guarantee and indemnity
            applies and again when it ceases to apply AND for the avoidance of
            doubt this guarantee (subject to compliance by the Tenant with
            clause 4(15)) shall automatically cease on any lawful assignment
            of this lease (but without prejudice to either party's rights
            against the other in respect of any antecedent breaches of this
            lease) unless in the circumstances contemplated by clause
            4(15)(g)(ii)(b) it is reasonable for Donaldson Lufkin & Jenrette
            Inc. to remain the guarantor hereunder of the liabilities of
            Donaldson, Lufkin & Jenrette International Limited PROVIDED
            FURTHER that Donaldson, Lufkin & Jenrette Inc. shall in such
            circumstances automatically be released on a second assignment of
            this lease

                                      35
<PAGE>


11.   STAMP DUTY CERTIFICATE

      It is hereby certified that there is no agreement for lease to which
this lease gives effect

IN WITNESS whereof this Deed has been executed by the parties hereto and is
intended to be and is hereby delivered on the date first above written

                                      36
<PAGE>


                                  SCHEDULE 1

                                (THE PREMISES)

ALL THOSE office premises situate on the twenty-third floor and being part of
the Building which are shown on the Plans and thereon verged red for
identification purposes only ALL which premises include:-

(a)   the plaster linings and other interior coverings and facing materials of 
      all walls and of any columns within or bounding the said premises

(b)   the screed the raised floor the fixed and unfixed floor coverings and
      all materials lying between the upper surface of the structural floor
      slab and the raised floor surface

(c)   the ceilings including all materials forming part of them lying and the
      void space (if any) above such ceilings but below the lower surface of
      the structural ceiling slab

(d)   all non-load bearing walls lying within the said premises

(e)   all plant and other apparatus and conducting media which are designed to
      serve the said premises exclusively including any which the Landlord may
      permit under clause 4(14) and whose operation does not have any impact
      on the central building systems

(f)   the following items supplied and fitted by the Landlord:-

      (i)   venetian horizontal perforated blinds on the inside of the
            external windows of the Premises

      (ii)  electricity check meter

but exclude:-

(i)   all Service Media and Landlord's Services Equipment and

(ii)  the load bearing structure of the Building including the load bearing
      structure of the roofs foundations external and internal walls and
      columns and the structural slabs of the ceilings and floors and

(iii) the external surfaces of the Building and the whole of the window
      glazing and window frames and other fenestration units constructed in
      the external walls and in the other boundaries of the said premises

                                  SCHEDULE 2

                        (EASEMENTS AND RIGHTS GRANTED)

1.    The right in connection with the Permitted Use subject to the provisions
      of clause 7(3) and subject to compliance with all reasonable rules and
      regulations in connection with the exercise of such right as may be
      prescribed from time to time by the Landlord:-

      (1)    for the Tenant its employees servants and duly authorised agents
             invitees and visitors for the purpose only of ingress and egress
             to and from the Premises to use the Common Parts and to use all
             means of escape but only when needed in an emergency and

      (2)    to use the Service Media

                                      37
<PAGE>


2.    The right of support shelter and protection for the Premises from any 
      adjoining or neighbouring parts of the Building as enjoyed by the
      Premises at the date of this lease

3.    The right to have displayed the name or trading style of the Tenant and
      any authorised sub-tenants or permitted occupiers (subject to a maximum
      of four names at any particular time) on the signboard in the entrance
      lobby of the Building provided by the Landlord pursuant to paragraph 14
      of Part I of schedule 6 and the right to install a sign displaying the
      name of the Tenant at the entrance to the Premises the precise location
      size and style of such sign to be subject to the approval of the
      Landlord (such approval not to be unreasonably withheld or delayed)

4.    The right to install a supplementary air conditioning system and UPS 
      within the 14th floor plant area in the Building in a manner and in a
      location to be approved by the Landlord such approval not to be
      unreasonably withheld or delayed (in accordance with the provisions of
      clause 4(12)) and a right of access to such 14th floor plant area at all
      reasonable times on reasonable prior notice (save in the case of
      emergency) for repair and maintenance and PROVIDED that on determination
      of the Term the Tenant shall remove any such installation and reinstate
      the plant room area to the reasonable satisfaction of the Landlord
      (making good all damage caused in such removal)

5.    The right to use and to have reasonable access for repair and
      maintenance (on reasonable prior written notice to the Landlord) those
      works or installations within or on the Building (but outside the
      Premises) for which consent has been given pursuant to the Agreement for
      Initial Alterations

6.    The exclusive right to use the lavatories on the same floor as the
      Premises subject to the Tenant being responsible for all elements of
      Service Cost relating to such toilets should any other tenant of
      accommodation in the Building object to meeting any proportion of
      Service Cost in relation to such facilities (on the basis of such
      exclusive use)

                                  SCHEDULE 3

                         (EXCEPTIONS AND RESERVATIONS)

1.    The right to build alter or extend (whether vertically or laterally) any
      building notwithstanding that the access of light and air or either of
      them to the Premises and the lights windows and openings thereof may be
      affected

2.    The right at reasonable times on reasonable prior written notice (except
      in an emergency where no notice need be given) to enter upon the
      Premises as often as may be necessary for the purpose of complying with
      the covenants of the Head Lease for all the purposes for which the
      Tenant covenants in this lease to permit entry and for all purposes in
      connection with the carrying Out of the Services and for the purposes of
      complying with any statutory requirements

3.    The right to use and to construct inspect maintain repair divert and
      otherwise alter stop up and relay and to make connections to any Service
      Media in on or under the Premises at any time during the Term for the
      benefit of any other part of the Building or any adjacent or
      neighbouring land

4.    The right to erect and maintain scaffolding on or against any part of
      the Building so long as reasonable and sufficient means of access to and
      egress from and servicing the Premises are maintained


                                      38
<PAGE>


5.    All rights of light air and other easements and rights (but without
      prejudice to those expressly granted by this lease) enjoyed by the
      Premises from or over any other part or parts of the Building or any
      adjacent or neighbouring land

6.    The right of support protection and shelter for the benefit of other
      parts of the Building from the Premises

7.    The right for one or more members of any security staff employed by the
      Landlord or its agents at any time or times on reasonable prior notice
      (save in the case of emergency where no notice is required) to enter the
      Premises if it shall be considered necessary or desirable so to do in
      connection with the security of the Building

8.    The right for the tenant or occupier of any other part of the Building
      authorised by the Landlord having first given reasonable written notice
      to the Tenant at reasonable times in the daytime and at any time and
      without notice in case of emergency to enter the Premises for the
      purpose of repairing that other part of the Building making good any
      damage so caused to the reasonable satisfaction of the Tenant

9.    The rights reserved to the Superior Landlord (by covenant or by express
      reservation) in the Head Lease

PROVIDED ALWAYS THAT if the Landlord or its employees or the persons
authorised by the Landlord exercises any of the rights by carrying out work on
the Premises it shall cause as little inconvenience as possible and as soon as
reasonably practicable make good any damage caused to them unless the right
has been exercised because of some breach by the Tenant or by any person
claiming through it

                                  SCHEDULE 4

               (THE FIRST RESERVED RENT AND THE REVIEW THEREOF)

1.    In this schedule the following expressions have the respective specified
      meanings:-

      (1)    "Current Rent" means the amount of the yearly rent first reserved
             by this lease payable immediately before the relevant Review Date

      (2)    "Review Rent" means the yearly market rent which might reasonably
             be expected to be payable following the expiry of any period at
             the beginning of the term which might be negotiated in the open
             market for the purposes of fitting out during which no rent or a
             concessionary rent is payable or following the payment of any
             capital sum or fitting out contribution which might be negotiated
             in the open market for the purposes of fitting out (and on the
             assumption that the lessee has had the benefit of such rent free
             or concessionary rent period or capital sum or fitting out
             contribution and has used the same fully to fit out the Premises
             for the Permitted Use to the lessee's particular requirements) if
             the Premises had been let in the open market by a willing lessor
             to a willing lessee with vacant possession on the relevant Review
             Date without fine or premium for a term of ten years computed from
             the relevant Review Date taking into account the lessee's right
             at the expiration of the term to be granted a new tenancy under
             Part II Landlord and Tenant Act 1954 and otherwise upon the
             provisions (save as to the amount of the rent first reserved by
             this lease but including the provisions for rent review at
             five-yearly intervals) contained in this lease and on the
             assumption if not a fact that the said provisions have been fully
             complied with and on the further assumptions that:-


                                      39
<PAGE>


            (a)   the Permitted Use and the Premises comply with Planning Law
                  and every other Enactment free from any onerous condition
                  restriction and limitation and that the lessee may lawfully
                  implement and carry on the Permitted Use

            (b)   no work has been carried out to the Premises which has
                  diminished their rental value

            (c)   in case the Building or any part of it has been destroyed or
                  damaged it has been fully restored

            (d)   the Premises have been fitted out to no less standard than
                  that set out in the Reinstatement Specification

            but disregarding any effect on rent of:-

            (i)   the fact that the Tenant or any underlessee or other
                  permitted occupier or their respective predecessors in title
                  has been or is in occupation of the Premises

            (ii)  any goodwill attached to the Premises by the carrying on in
                  them of the business of the Tenant or any underlessee or
                  their respective predecessors in title or other permitted
                  occupier

            (iii) (without prejudice to paragraphs 1(2)(b) and 1(2)(c) of this
                  schedule) any works carried out to the Premises during the
                  Term by the Tenant or any permitted underlessee in either
                  case at its own expense in pursuance of a licence granted by
                  the Landlord where required and otherwise than in pursuance
                  of any obligation to the Landlord

            (iv)  the works carried out to the Premises by the Tenant or
                  carried out by the Landlord at the expense of the Tenant
                  pursuant to the Agreement for Initial Alterations

      (3)    "Review Surveyor" means an independent chartered surveyor
             appointed pursuant to paragraph 3(1) of this schedule and if to
             be nominated by or on behalf of the President for the time being
             of the Royal Institution of Chartered Surveyors the said
             President to be requested to nominate an independent chartered
             surveyor having not less than ten years practice in the City of
             London next before the date of his appointment and recent
             substantial experience in the letting and valuation of office
             premises of a similar character and quality to those of the
             Premises and who is a partner or director of a leading firm or
             company of surveyors having specialist market and valuation
             knowledge of such premises

2.    The yearly rent first reserved and payable from each Review Date until
      the next following Review Date or (in the case of the period commencing
      on the last Review Date during the Term) until the expiry of the Term
      shall be the higher of:-

      (1)   the Current Rent (ignoring for this purpose any rent cesser
            pursuant to clause 7(5)) and

      (2)   the Review Rent

 
                                      40
<PAGE>


3.    If the Landlord and the Tenant shall not have agreed the Review Rent by
      the date three months before the relevant Review Date it shall (without
      prejudice to the ability of the Landlord and the Tenant to agree it at
      any time) be assessed as follows:-

      (1)    the Review Surveyor shall (in the case of agreement about his
             appointment) be forthwith appointed by the Landlord or the Tenant
             to assess the Review Rent or (in the absence of agreement at any
             time about his appointment) be nominated to assess the Review
             Rent by or on behalf of the President for the time being of The
             Royal Institution of Chartered Surveyors on the application of
             the Landlord or the Tenant

      (2)    Unless the Landlord and the Tenant agree that the Review Surveyor
             shall act as an expert (which after the appointment has been made
             they may not do save with the consent also of the Review
             Surveyor) he shall act as an arbitrator and the arbitration shall
             be conducted in accordance with the Arbitration Acts 1950 and
             1979

      (3)    If the Review Surveyor is appointed as an expert he shall be
             required to give notice to the Landlord and the Tenant inviting
             each of them to submit to him within such time limits as he shall
             stipulate a proposal for the Review Rent supported (if so desired
             by the Landlord or the Tenant) by any or all of:-

             (i)   a statement of reasons

             (ii)  a professional rental valuation and (separately and later)

             (iii) submissions in respect of each other's statement of reasons 
                   and valuation

             but he shall not be bound thereby and shall make the
             determination in accordance with his own judgment (including any
             determination concerning any party's liability for the costs of
             the reference to him) save in respect of points of law

      (4)    If the Review Surveyor whether appointed as arbitrator or expert
             refuses to act or is or becomes incapable of acting or dies the
             Landlord or the Tenant may apply to the President for the further
             appointment of another Review Surveyor

4.    If the Review Rent has not been agreed or assessed by the relevant
      Review Date the Tenant shall:-

      (1)    continue to pay the Current Rent on account and

      (2)    pay the Landlord within seven days after the agreement or
             assessment of the Review Rent the amount (if any) by which the
             Review Rent for the period commencing on the relevant Review Date
             and ending on the quarter day following the date of payment
             exceeds the Current Rent paid on account for the same period plus
             interest at three per cent below the Interest Rate for each
             installment of rent due on and after the relevant Review Date on
             the difference between what would have been paid on that rent day
             had the Review Rent been fixed and the amount paid on account
             (the interest being payable from the date on which the
             installment was due up to the date of payment of the shortfall)

5.    If any Enactment restricts the right to review rent or to recover an
      increase in rent otherwise payable then when the restriction is released
      the Landlord may at any time within six months after the date of release
      give to the Tenant not less than one month's


                                      41
<PAGE>


      notice requiring an additional rent review as at the next following
      quarter day which shall for the purposes of this lease be a Review Date

                                  SCHEDULE 5

                             (THE SERVICE CHARGE)

1.    In this schedule:

      "ACCOUNTING PERIOD" means the period from and including 1st January to
      and including 31st December in any year or such other period of twelve
      months as the Management Company shall reasonably determine from time to
      time

      "EXPERT" means a chartered surveyor experienced in the administration
      and apportionment of service charges for buildings similar to the
      Building as agreed upon by the Management Company and the Tenant or on
      failure to agree appointed at the request of either party by the
      President Provided that where an Expert has previously been agreed or
      appointed in relation to any matter in connection with the Service Cost
      or the allocation of the Service Cost between the tenants of the
      Building (whether or not pursuant to the terms of this Underlease) the
      Management Company or the Tenant shall be entitled if reasonable to
      require that the same Expert be appointed

      "INTERIM SUM" means a fair and reasonable yearly sum assessed by the
      Management Company acting reasonably on account of the Service Charge
      for each Accounting Period being a fair and reasonable estimate of the
      Service Charge payable by the Tenant in respect of that Accounting
      Period

      "RESERVE" means the total of the amounts received by the Management
      Company in respect of the matters referred to in paragraph 2(B) of this
      schedule

      "SERVICE CHARGE" means the proportion or proportions of the Service Cost
      attributable to the Premises determined in accordance with the
      provisions of this schedule payable from the date hereof

      "SERVICE CHARGE CERTIFICATE" means a certificate showing the Service
      Cost and Service Charge for each Accounting Period served pursuant to
      paragraph 5 of this schedule and prepared by the Management Company's
      surveyor or auditor

      "SERVICE COST" means the total sum calculated in accordance with 
      paragraph 2 of this schedule

2.    The Service Cost shall be the total of:-

      (A)   the reasonable cost properly incurred by the Management Company in
            any Accounting Period in carrying out or procuring the carrying
            out of the Services and providing each item of the Services
            including (without prejudice to the generality of the foregoing)
            the costs and expenses set out in Part II of schedule 6 (insofar
            as the same are reasonable and properly incurred) and any other
            reasonable costs and expenses properly incurred by the Management
            Company or with the Management Company's authority in connection
            with the Services but excluding for the avoidance of doubt

            (i)   any costs attributable to the provision of any of the
                  Services outside Normal Business Hours at the specific
                  request of the Tenant (which shall


                                      42
<PAGE>

                  be charged direct to the Tenant) or of any other
                  tenant or tenants of the Building and

            (ii)  any Value Added Tax which the Management Company may incur
                  of and incidental to the provision of the Services and which
                  is recoverable as input tax by the Management Company

            (iii) any cost or expense incurred in making good any damage
                  caused by any of the Insured Risks

      (B)   an amount (to be revised annually by the Management Company at its
            reasonable discretion) to be charged in any Accounting Period as a
            contribution to the establishment and maintenance of a reserve
            towards the estimated cost to the Management Company of the
            provision of the Services such amount to be ascertained on the
            assumption (inter alia) that the cost of replacement of items of
            plant machinery equipment and other capital items is calculated on
            such life expectancy of the said items as the Management Company
            may from time to time reasonably determine to the intent that a
            fund be accumulated sufficient to cover the cost of replacement of
            the said items by the end of their anticipated life

      PROVIDED THAT nothing herein contained shall oblige the Management
      Company to maintain the Reserve or a reserve sufficient to cover the
      whole of the cost of replacement of any plant machinery equipment or
      other capital items and provided further that any expenditure on any
      items in respect of which any sums shall have been included in the
      Reserve during an Accounting Year shall at the Management Company's
      reasonable discretion as to the amount thereof if any be met out of the
      Reserve AND PROVIDED THAT in respect of any costs or expenses not
      incurred exclusively in connection with the provision or carrying out of
      the Services a fair proportion only of such costs and expenses shall be
      included in the Service Cost

3.   (A)   The Service Charge payable by the Tenant for any Accounting Period
            shall be a fair proportion of the Service Cost attributable to the
            Premises from time to time as properly determined by the
            Management Company (and so in proportion for any Accounting Period
            not falling wholly within the Term the Service Cost in any such
            case being deemed to accrue on a day to day basis for the purpose
            of apportionment)

      (B)   If at any time and from time to time during the Term the method or
            basis of calculating or ascertaining the cost of any item of the
            Services shall alter or the basis of calculating or ascertaining
            the Service Cost in relation to any item of the Services shall
            change and as a result it is reasonable that there be an
            alteration or variation of the calculation of the Service Charge
            in order to achieve a fairer and better apportionment of the
            Service Cost amongst the tenants of the Building then and in every
            such case the Management Company shall vary and amend the Service
            Charge and make appropriate adjustments thereto provided always
            that in the event of any dispute between the Management Company
            and the Tenant and the other tenants of the Building or any of
            them the same shall be referred to the Expert for determination
            (the Expert to act as an expert and not as an arbitrator) whose
            decision shall save in the case of manifest error be binding on
            the parties (including his decisions as to the responsibility for
            his costs)

      (C)   The fair proportion to be determined by the Management Company in
            paragraph 3(A) above shall be determined on the basis that all
            accommodation within the


                                      43
<PAGE>


            Building let or occupied or designed contracted or adapted for
            letting or occupation (other than management accommodation) is
            fully let on terms which include service charge provisions
            consistent with the service charge provisions contained in this
            lease (save where otherwise specified herein) and such proportion
            shall not be increased or altered by reason of the fact that at
            any time any part of such accommodation may be vacant or that any
            tenant or other occupier of any other part of the Building may
            default in payment of its due proportion of the Service Cost

4.    (A)   The Tenant shall pay to the Management Company the Interim Sum
            without deduction by equal quarterly instalments in advance on the
            usual quarter days unless the Management Company shall reasonably
            anticipate that amounts to be incurred during the year immediately
            next following are anticipated as being incurred in accordance
            with a programme of non equal expenditure in which event the
            Management Company shall serve notice to such effect upon the
            Tenant and shall thereupon be entitled to require amounts of the
            Interim Sum to be paid by advance quarterly instalments of unequal
            amounts reasonably stipulated by the Management Company

      (B)   The Management Company shall be entitled to require as part of the
            Interim Sum payments in advance on account of the cost of the
            consumption of and supply charges in respect of electricity
            consumed within the Premises (save for any amounts which are
            invoiced directly by London Electricity plc to the Tenant) such
            sums not to exceed a fair and proper estimate of amounts
            reasonably anticipated by the Management Company as falling due
            within the next quarter

      (C)   If the Tenant consistently requests the provision of any of the
            Services outside Normal Business Hours the Management Company
            shall be entitled in addition to require the Tenant to pay along
            with payments of the Interim Sum a fair and proper estimate of
            amounts likely to be payable by the Tenant in the next quarter on
            account of such Services in accordance with the terms of this
            lease

      (D)   The Interim Sum for the Accounting Period ending 31st December
            1996 shall be pounds sterling 74,000

      (E)   Either before or as soon as practicable after the commencement of
            every Accounting Period the Management Company shall serve or
            cause to be served on the Tenant written notice of the Interim Sum
            for the relevant Accounting Period Provided that without prejudice
            to the provisions of paragraphs 6 and 7 of this schedule if the
            written notice aforesaid shall be served after the first occurring
            quarter day in the relevant Accounting Period the Tenant shall
            until service of the written notice aforesaid make payments on
            account of the Interim Sum for the relevant Accounting Period on
            the days and in the manner provided by sub-paragraph (A) of this
            paragraph of this schedule at an annual rate equal to the Interim
            Sum for the immediately preceding Accounting Period

5.    (A)   As soon as practicable after the expiry of every Accounting Period
            (and in any event within 4 months after such expiry) the
            Management Company shall serve or cause to be served a Service
            Charge Certificate on the Tenant for the relevant Accounting
            Period

                                      44
<PAGE>


      (B)   A Service Charge Certificate shall contain a summary of the
            Service Cost in respect of the Accounting Period to which it
            relates and the relevant calculations showing the Service Charge

      (C)   The Tenant may request further details of the breakdown of the
            expenditure under any particular item or items shown in a Service
            Charge Certificate by giving notice thereof in writing to the
            Management Company within three months of the date of service on
            the Tenant of the relevant Service Charge Certificate and upon
            receipt of such a notice the Management Company shall furnish to
            the Tenant all such relevant details in its possession or control
            or which can reasonably be obtained by it as relate to the
            expenditure under the item or items in question at the cost of the
            Tenant (include all books of account receipts demands and
            invoices) PROVIDED ALWAYS that notwithstanding the giving of any
            such notice the Tenant shall nevertheless pay all Interim Sums and
            Service Charges as and when they fall due or as may be underpaid
            from time to time (but without prejudice to any challenge claim or
            dispute that the Tenant may have made or may make in the future in
            respect of its Service Charge liability or otherwise)

6.    Within fourteen days after the service on the Tenant of a Service Charge
      Certificate showing that the Service Charge for any Accounting Period
      exceeds the Interim Sum for that Accounting Period the Tenant shall
      (without prejudice to any challenge claim or dispute as aforesaid) pay
      to the Management Company or as it shall direct a sum equal to the
      amount by which the Service Charge exceeds the Interim Sum provided that
      and the Tenant hereby acknowledges that if there shall be any such
      excess in respect of the Accounting Period the amount of such excess
      shall be a debt due from the Tenant to the Management Company and in the
      event that such excess is not received in cleared funds by the
      Management Company within 14 days of the due date for payment it shall
      attract interest at the Interest Rate calculated for the period
      commencing on the due dates for payment and ending on the date the sum
      is subsequently received by the Management Company notwithstanding that
      the Term may have expired or been determined before the service by or on
      behalf of the Management Company of the relevant Service Charge
      Certificate

7.    If in any Accounting Period the Service Charge is less than the Interim
      Sum for that Accounting Period a sum equal to the amount which the
      Interim Sum exceeds the Service Charge shall be accumulated by the
      Management Company and shall be applied in or towards the Service Charge
      for the next following Accounting Period or Accounting Periods or at or
      after the end of the Term repaid to the Tenant within 14 days after
      preparation of the Service Charge Certificate and the event that the
      excess is not received by the Tenant on the due date for payment it
      shall attract interest at the Interest Rate for the period commencing as
      the due date for payment and ending on the date that the sum due is
      received in cleared funds by the Tenant

8.    Unless challenged by the Tenant pursuant to the provisions of paragraph
      9 of this schedule every notice certificate calculation determination or
      assessment made by or on behalf of the Management Company referred to in
      this schedule shall (save where a manifest error appears) be conclusive
      and binding upon the parties hereto

9.    The Tenant (acting reasonably) may at any time within six months after
      the submission of a Service Charge Certificate challenge it on any
      reasonable ground (including without limitation on the ground that the
      Service Charge therein stated exceeds the Service Charge which should
      have been payable had the provisions of this lease been properly


                                      45
<PAGE>


      adhered to) Provided that the Tenant gives notice with full particulars
      of its ground of alleged challenge and in any such case:

      (A)    any sum due to or payable by the Management Company pursuant to
             paragraphs 6 and 7 above shall still be paid or allowed pending
             resolution of the Tenant's challenge as if the Service Charge
             Certificate were correct

      (B)    the Management Company and the Tenant shall endeavour to resolve
             the relevant issue but if they cannot do so the issue in dispute
             shall be referred to the Expert (acting as an expert and not an
             arbitrator) whose decision shall save in the case of manifest
             error be binding on the parties (including his decision as to the
             responsibility for his costs)

      (C)    such adjustments to the Service Charge Certificate as may be
             required to be made in consequence of the resolution of the
             dispute shall be paid as soon as reasonably practicable after
             such resolution and any sum due to or payable by the Management
             Company shall then be paid or allowed (as the case may be)
             immediately together with interest at three per cent below the
             Interest Rate on such sum during the period which it has been
             underpaid or overpaid

10.   All sums obtained from the Tenant and any other tenants or occupiers of
      the Building towards the Service Cost and sums collected in respect of
      the Reserve shall each be placed in separate interest bearing designated
      deposit accounts to be applied only towards the cost of providing the
      Services and all interest accrued on such deposit account shall be
      credited (net of tax) to the account

11.   The Management Company will account to the Landlord as soon as
      practicable following expiry of each Accounting Period for that part of
      the Service Charge which relates to costs directly incurred by the
      Landlord and not by the Management Company including (but not limited
      to) the costs referred to in paragraphs 5 7 8 9 and 12 of Part II of
      schedule 6

12.   If in the Management Company's reasonable discretion any of the Services
      have to be provided to a greater extent (or the cost of provision of
      such Services is greater) than would normally apply in the context of
      the general management of the Building in accordance with this lease as
      a result either:-

      (a)    of a specific request by the Tenant (with or without other tenants 
             or occupiers of accommodation in the Building); or

      (b)    where such provision is required in the interests of good estate
             management as a result of any acts or omissions of the Tenant in
             relation to its use and occupation of the Premises

      then the Management Company shall be entitled to require the Tenant to
      meet the cost of such provision (or a fair proportion thereof determined
      by the Management Company) within 10 working days following a demand by
      the Management Company



                                      46
<PAGE>


                                  SCHEDULE 6

                                  (SERVICES)

                                    PART I

1.    Inspecting maintaining repairing amending altering and (where consistent
      with an obligation to repair) rebuilding and renewing and where
      appropriate treating washing down painting and decorating all load
      bearing and other structural parts of the Building and the relevant
      parts of it described in paragraphs (ii) and (iii) of schedule 1

2.    inspecting servicing maintaining operating and repairing and (where
      consistent with an obligation to repair) renewing amending overhauling
      and replacing the Landlord's Services Equipment and all other apparatus
      plant machinery and equipment within the Building (if any) from time to
      time excluding any "stand alone" systems installed by the Tenant or any
      other tenant or occupier of the Building

3.    Inspecting servicing maintaining operating repairing cleansing emptying
      amending altering and renewing overhauling and replacing all Service
      Media

4.    Keeping the Common Parts and the car park within the Building properly
      cleansed decorated treated maintained and lit to such standard as the
      Management Company may from time to time consider adequate but the
      Common Parts and the car park shall be operational 24 hours a day 7 days
      a week

5.    Providing such mechanical ventilation heating and (if deemed reasonably
      desirable by the Management Company) cooling for such parts of the
      Building and for such hours and times of the year (subject to clause 6)
      as the Management Company shall in its discretion reasonably determine
      save that such mechanical ventilation heating and cooling for the lifts
      lobby and entrance halls and toilets shall be provided throughout Normal
      Business Hours and at the request of the Tenant outside those hours
      subject to the Outside Normal Business Hours Charge

6.    Providing and maintaining at the Management Company's discretion any
      furniture architectural or ornamental features or murals and any
      horticultural displays plants shrubs trees or garden area in the Common
      Parts and maintaining the same

7.    Supplying whether by purchase or hire and maintaining (and where
      consistent with an obligation to repair) renewing replacing repairing
      servicing and keeping in good and serviceable order and condition all
      fixtures and receptacles appliances materials equipment plant and other
      things which the Management Company may reasonably deem desirable or
      necessary for the maintenance appearance upkeep or cleanliness of the
      Building or any part of it or otherwise in connection with the provision
      of the Services

8.    Cleaning as frequently as the Management Company shall in its reasonable
      discretion consider adequate the exterior and interior of all window
      glazing and window frames and other fenestration units in the Common
      Parts and the outside of the window glazing referred to in paragraph
      (iii) of schedule 1 and the maintenance cleansing repair inspection and
      (where necessary) renewal or replacement of all window cleaning) cradles
      carriageways and runways

9.    Providing a security service 24 hours a day to the Common Parts
      (including the ground floor entrance hall at times when receptionists
      are not present) and the car park within the Building including where
      reasonably appropriate in the Management Company's


                                      47
<PAGE>


      judgment closed circuit television and/or other plant and equipment for
      the purpose of surveillance and supervision of users of the Building

10.   Disposing of refuse from the Building (including collecting and
      compacting or otherwise treating or packaging as the Management Company
      reasonably thinks fit such refuse and if necessary pest control) and
      (and where consistent with an obligation to repair) the provision repair
      maintenance and renewal of any plant and equipment in connection
      therewith

11.   Maintaining 24 hours a day 7 days a week an adequate supply of hot and
      cold water and supplying washing and toilet requisites in the lavatory
      accommodation in the Building

12.   Such rodent or other pest control in the Building as the Management
      Company shall reasonably consider necessary or desirable

13.   Providing one or more receptionists and/or security in the ground floor
      entrance hall of the Building 24 hours a day 7 days a week

14.   Providing and maintaining a signboard in the entrance lobby of the
      building for the display of tenants' names

15.   Controlling so far as practicable 24 hours a day 7 days a week traffic
      flow within the car park in the Building and traffic 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

16.   Providing and maintaining a post room facility for the reception of mail
      to the Building


17.   Complying with the obligations on the part of the tenant contained in
      the Head Lease save for the payment of rent

18.   Complying with the obligations set out in clause 6

19.   Any other services relating to the Building or any part of it provided
      by the Management Company from time to time which shall be:-

      (1)   reasonably capable of being enjoyed by the occupier of the
            Premises or

      (2)   reasonably calculated to be for the benefit of the Tenant and
            other tenants of the Building or

      (3)   appropriate for the maintenance upkeep or cleanliness of the
            Building or

      (4)   otherwise in keeping with the principles of good estate management

      PROVIDED ALWAYS that

      (i)    Where in this schedule there are references to matters or things
             which are then stated to include certain particular matters or
             things which are not also stated to be without prejudice to the
             generality of the wording preceding it nevertheless the reference
             to the particular matters or things shall be deemed to be and in
             each case shall be without prejudice to the generality of the
             wording preceding it

      (ii)   The Management Company shall subject to clause 6 when reasonable
             have the right to cease or to procure the cessation of the
             provision of or add to or procure


                                      48

<PAGE>


             the addition to any item of Services matter or thing specified in
             this schedule if the Management Company shall having regard to
             the principles of good estate management reasonably deem it
             desirable or expedient so to do but before so doing the
             Management Company shall notify all the tenants in the Building
             but in the event of any failure of any of the Services shall use
             all reasonable endeavours to restore the said Service

      (iv)   The Management Company or the managing agents may temporarily
             withdraw any item of Services matter or thing specified in this
             schedule if in their reasonable opinion such withdrawal is in the
             interest of good estate management or if such withdrawal is due
             to circumstances beyond the control of the Management Company

                                    PART II

1.    All fees and disbursements of any individual or firm or company
      employed or retained by or on behalf of the Management Company or its
      agents (including without limitation managing agents fees) for or in
      connection with:-

      (1)    any surveying or accounting functions for the Building and

      (2)    the performance of the Services or any of them and any other
             duties in or about the Building or any part of it relating to the
             general management administration security maintenance protection
             and cleanliness of the Building

2.    The reasonable fees of the Management Company for any of the Services or
      for the functions and duties referred to in paragraph 1 of this Part of
      this schedule which shall be undertaken by the Management Company and
      not by a third party

3.    The cost (in addition to any fees referred to in paragraph 2 and where
      the context permits paragraph 1 of this Part of this schedule) of
      employing (whether by the Management Company or any managing agents or
      any other individual or firm or company) such staff as the Management
      Company may in its reasonable discretion consider appropriate for the
      performance of the Services and the functions and duties referred to in
      paragraph 1 of this Part of this schedule and all other incidental
      expenditure in relation to such employment including without prejudice
      to the generality of the foregoing:-

      (1)    salaries wages pensions and pension contributions benefits in
             kind and other emoluments and National Insurance and other
             statutory contributions or levies

      (2)    the provision of uniforms and working clothing

      (3)    the provision of vehicles tools appliances cleaning and other
             material fixtures fittings and other equipment for the proper
             performance of their duties and a store for housing the same and

      (4)    a reasonable notional rent for any premises reasonably provided
             rent free for every such person's use occupancy or residence

4.    The cost of entering into any contracts for the carrying out of all or 
      any of the Services

5.    All rates taxes assessments duties charges impositions and outgoings
      which are now or during the Term shall be charged assessed or imposed
      on:-

      (1)    the whole of the Common Parts or any part of them


                                      49
<PAGE>


      (2)    any residential accommodation provided for caretakers and other
             staff employed in connection with the Building and any other
             premises provided as referred to in paragraph 3(4) of this Part
             of this schedule

      excluding any tax (other than VAT) payable by the Landlord as a direct
      result of any actual or implied dealing with the reversion of any Lease
      or of the Landlord's receipt of income

6.    The cost of the supply of water electricity gas oil and other fuel for
      the provision of the Services and the cost of any electricity generating
      transforming monitoring metering and distribution plant machinery and
      equipment in or servicing the Building

7.    The cost which the Landlord may be called upon pursuant to any Enactment
      to pay as a contribution towards the expense of making repairing
      maintaining rebuilding and cleansing any ways roads pavements or
      structures Service Media or anything which may belong to or be used for
      the Building or any part of it exclusively or in common with other
      neighbouring or adjoining premises

8.    The cost of taking all steps deemed desirable or expedient by the
      Landlord and/or the Management Company for complying with or making
      representations against or otherwise contesting the incidence of the
      provisions of any Enactment relating to or alleged to relate to the
      Building or any part or it for which any tenant is not directly and
      exclusively liable

9.    The cost to the Landlord and/or the Management Company of abating any
      nuisance in respect of the Building or any part of it insofar as the
      same is not the liability of any tenant

10.   Any interest and fees incurred in respect of money borrowed in
      unforeseen or emergency circumstances to finance the provision of the
      Services and the costs referred to in this Part of this schedule or any
      of them

11.   Any VAT (or any tax of a similar nature which may be substituted for or
      levied in addition to it) incurred by the Management Company on any
      other amount comprised in the Service Cost save to the extent that the
      Management Company obtains credit for such VAT incurred by the
      Management Company pursuant to sections 24 25 and 26 Value Added Tax Act
      1994 or any regulations made thereunder

12.   A reasonable notional rent for any management accommodation provided
      within the Building to facilitate the provision of the Services

13.   All other reasonable actual costs properly incurred in connection with
      the provision of the Services

                                  SCHEDULE 7

                   (MATTERS TO WHICH THE DEMISE IS SUBJECT)

1.    The entries on the registers of Title Number NGL272172 as at the date
      hereof

2.    Agreement dated 24th November 1995 between The Prudential Assurance
      Company Limited (1) 99 Bishopsgate Limited (2) The Scottish Amicable
      Life Assurance Society (3)

                                      50
<PAGE>


                                  SCHEDULE 8

                         PROVISIONS FOR VAT INDEMNITY

                                    PART I

1.    Additional Definitions:

      "TAX CREDIT" means a credit in respect of, or repayment of, input VAT,
      arising by virtue of and determined in accordance with sections 24, 25
      and 26 Value Added Tax Act 1994 and regulation made thereunder

      "TENANT'S AUDITORS" means the auditors for the time being of the Tenant
      provided that they are one of the following firms of accountants -
      Deloitte Touche, Coopers and Lybrand, Ernst & Young, KPMG, Price
      Waterhouse or Arthur Andersen - or such other reputable firm or
      accountants as the Landlord has previously approved for the purpose of
      this schedule 8 (such approval not to be unreasonably withheld or
      delayed).

      "VAT ELECTION" means an election under paragraph 2 of Schedule 10 Value
      Added Tax Act 1994 made by the Landlord or any person of whom the
      Landlord is a "Relevant Associate" within the meaning of paragraph 3(7)
      of Schedule 10 or any other election or voluntary act by the Landlord or
      any person connected with the Landlord (as determined under the
      provisions of Section 839 of the Income and Corporation Taxes Act 1988)
      which results in VAT being payable on the rent first reserved by this
      lease

      "VAT YEAR" means a tax year for Value Added Tax purposes determined in
      accordance with Part XIV of the Value Added Tax Regulations 1995.

      "VAT YEAR CERTIFICATE" means the certificate to be provided by the
      Tenant following the end of the Tenant's VAT Year in the form set out in
      Part II of this Schedule.

2.    Payment of VAT - no VAT Election

      In the event that the rent first reserved (or any part thereof)
      constitutes consideration for a taxable supply for VAT purposes which
      would be a taxable supply whether or not a VAT Election has effect in
      respect of the Premises, the Tenant shall pay such VAT in addition to
      the rent first reserved without any adjustment of rent first reserved
      under this schedule.

3.    Adjustment of rent first reserved and payment of VAT - VAT Election made

      If and for all periods where the rent first reserved (or any part
      thereof) constitutes consideration for a taxable supply for VAT purposes
      which would not be a taxable supply but for a VAT Election having effect
      in respect of the Premises, the rent first reserved shall be adjusted to
      such amount as when aggregated with that part of the VAT chargeable
      thereon in respect of which the Tenant does not obtain a Tax Credit,
      equals the rent first reserved which would have been paid had no VAT
      Election been made.

4.    Determination of adjustment of rent first reserved

4.1   At least 28 days prior to (a) 29th September 1998 and (b) every
      subsequent anniversary thereof the Tenant shall serve a VAT Year
      Certificate on the Landlord. Where the Tenant has served such VAT Year
      Certificate (or is deemed to have done so pursuant to paragraph 4.2 of
      this Part I below), the Tenant shall pay the amounts (including the VAT)
      stipulated (or deemed to be stipulated) in paragraph 3 of such VAT Year
      Certificate on


                                      51
<PAGE>


      the due date for payment of the next installment of the rent first
      reserved (and on the due date for subsequent instalments), subject
      however to paragraph 4.3 of this Part I below.

4.2   If the Tenant fails to serve a VAT Year Certificate at least 28 days
      prior to the due date for payment of the sum in respect of which
      paragraph 3 above will apply, the Tenant shall be deemed to have served
      a VAT Year Certificate specifying in paragraph 1 thereof the same
      estimated proportion as stated in the previous VAT Year Certificate
      served, or if no previous VAT Year Certificate has been served by the
      Tenant at any time prior to the due date for any VAT Year Certificate an
      estimated proportion of nil per cent. If the Tenant fails to serve a VAT
      Year Certificate on more than one consecutive occasion the Tenant shall
      be deemed, on the second failure and any subsequent failure, until
      service of the next VAT Year Certificate, to have served a VAT Year
      Certificate specifying in paragraph 1 thereof an estimated proportion of
      nil per cent.

4.3   The VAT Year Certificate shall be final and binding unless the Landlord
      notifies the Tenant within 30 days after the date on which a VAT Year
      Certificate has been served that it disputes the VAT Year Certificate on
      the grounds of manifest error. Unless such notification is given, no
      further adjustments (other than those covered by the VAT Year
      Certificate) shall be made in respect of any instalments of rent first
      reserved in the VAT Year covered by the aforementioned VAT Year
      Certificate. Whether or not the Landlord notifies the Tenant that it
      disputes any amount, the Tenant shall pay on the due date for payment of
      the next installment of rent first reserved immediately following the
      service of the VAT Year Certificate to which the dispute relates, the
      amount stipulated in paragraph 3 of the VAT Year Certificate.

4.4   If the Review Rent is not agreed or determined until after a relevant
      Review Date, the amount of any increase to be paid pursuant to paragraph
      2 of schedule 4 of this lease shall (if paragraph 3 above applies at
      that time) be adjusted on the basis of the last VAT Year Certificate.
      The adjustment amount shall be paid at the time when the amount of any
      unadjusted increase would have been due to be paid and the provisions of
      this schedule shall apply as if the amount of the increase were an
      amount to which paragraph 3 of Part I of this schedule 8 applied.

4.5   The Landlord may notify the Tenant in writing at any time within five
      days of the service of any VAT Year Certificate (or within five days of
      the last date on which the Tenant should have served a VAT Year
      Certificate and is therefore deemed to have served one) that it requires
      the Tenant to obtain a certificate from the Tenant's Auditors at the
      Tenant's cost (if adjustments are required following such process) or at
      the Landlord's cost (if no such adjustments are required) in the form
      set out in the VAT Year Certificate. The Tenant's Auditor's certificate
      shall be provided at least eight days prior to the date of payment of
      the rent first reserved to which such certificate relates, together with
      the Tenant's revised VAT Year Certificate (if required in order for the
      Tenant's Auditors to be able to provide a certificate). The Tenant
      shall pay in accordance with paragraph 4.1 above the amount stipulated
      in accordance with paragraph 3 of such VAT Year Certificate (as revised,
      if required) on the date for payment of the rent first reserved.

4.6   If adjustments are required pursuant to any VAT Year Certificate as a
      result of the proportion of VAT for which the Tenant has obtained or
      will obtain a Tax Credit differing from the proportion previously taken
      into account in calculation any payment, any such difference shall be
      taken into account (after having determined the amount of rent first
      reserved payable in respect of the next quarter in accordance with
      paragraph 3 above) in calculating the next actual payment of rent first
      reserved (either by increase or


                                      52
<PAGE>


      decrease), the amount of which shall be set out in paragraph 3 of the
      VAT Year Certificate.

4.7   Interest shall be payable at three per cent below the Interest Rate by
      the Landlord and three per cent below the Interest Rate by the Tenant on
      the difference between the amount actually paid pursuant to the relevant
      VAT Year Certificate on the due date for payment of any sum to which
      paragraph 3 of Part I of this schedule 8 applies and the amount which
      should have been paid, from such due date until the date of payment of
      the adjusted amount pursuant to paragraph 4.3. Where the actual amount
      paid (the "Initial Payment") on the due date for payment of any sum was
      subsequently adjusted on payment of any later installment of the rent
      first reserved (the "Adjusted Payment") in accordance with paragraph 4.6
      of Part I of this Schedule 8 and paragraph 3(b) of the VAT Year
      Certificate, the interest shall be calculated on the basis of the
      difference between the Initial Payment and the amount which should have
      been paid pursuant to paragraph 4.1 until the date of the Adjustment
      Payment, and then on the difference between the Adjustment Payment and
      the amount which should have been paid until payment of that amount
      pursuant to paragraphs 4.3.

4.8   Following any assignment of the whole of the Premises, the provisions of
      this schedule 8 shall apply to any new Tenant as if it were the first
      Tenant, and a VAT Notice served by the new Tenant shall not take into
      account any adjustments made, or to be made, in respect of any previous
      Tenant.

5.    Miscellaneous

      The Tenant shall be at liberty to carry on the ordinary course of its
      trade as it wishes and shall not be precluded from proposing or
      accepting a method of attribution designed or maximise its Tax Credit
      and covenants not to enter any arrangement which has the specific
      purpose of increasing the amount by which the rent first reserved is
      decreased by virtue of this schedule 8.




                                      53
<PAGE>

                                    PART II

                             VAT YEAR CERTIFICATE



To:  The Landlord                                       From:  The Tenant

We refer to paragraph 4.3 of Part I of schedule 8 to the Lease dated [       ] 
made between 99 Bishopsgate Limited (1) 99 Bishopsgate Management Limited (2)
Hammerson U.K. Properties plc (3) Donaldson Lufkin & Jenrette International
Limited (4) and Donaldson Lufkin & Jenrette Inc. (5) in respect of premises on
[   ] floor of the building known as 99 Bishopsgate London EC2 and pursuant to
that paragraph:

1.    Our VAT Year which included the following quarter days [    ], ended on 
      [      ], ended on [

      (a)   The part of the VAT charged on the rent first reserved paid in the
            VAT Year for or in respect of which we estimate/have determined
            (in accordance, where relevant, with the return made, or to be
            made, for the prescribed accounting period next following the end
            of the VAT Year) we will be unable to obtain credit or repayment
            is a proportion of [ ] per cent of the total VAT charged.

      (b)   The following Table sets out the part of the VAT charged which was
            expected to be irrevocable during the VAT Year where it has been
            determined on the basis of paragraph 2(a) above that that differs
            from the amount of VAT for or in respect of which we actually
            obtained, or will be able to obtain, credit or repayment.

      Dates    Rent first reserved    Estimate   Adjustment   Determination
      -----    -------------------    --------   ----------   -------------
                                       *          **           ***

      *     estimate of proportion of VAT for or in respect of which we
            estimated we would be unable to obtain credit or repayment as set
            out initially in VAT Notice.

      **    adjusted estimate of proportion of VAT for or in respect of which
            we estimated we would be unable to obtain credit or repayment as
            set out in subsequent VAT Notice.

      ***   proportion of VAT for or in respect of which we have now
            estimated/determined we shall be unable to obtain credit or
            repayment, in accordance with Sections 24-26 of the Value Added
            Tax Act 1994 and the Value Added Tax Regulations 1995

3.    We request that adjustment is made to the next installment of rent first
      reserved so as to ensure that the amount of rent first reserved payable
      in the VAT Year to which this VAT Year Certificate relates is as
      provided in paragraph 3 of Part I of Schedule 8 to the Lease in
      accordance with the information given in paragraph 2 above

      and we calculate that the next installment of rent first reserved as so
      adjusted shall be pounds sterling [ ] exclusive of VAT and the VAT
      thereon shall be pounds sterling [ ], and that the interest payable by
      the Tenant to the Landlord/Landlord to the Tenant, in accordance with
      paragraph 4.7 of Part I schedule 8 to the Lease shall be pounds sterling
      [        ].

4.    We hereby declare that:

                                        54
<PAGE>


      (a)   we have complied with the covenant imposed upon us by paragraph 6.2 
            of Part I of schedule 8 to the Lease;

      (b)   the information contained in this VAT Notice is to the best of our
            knowledge, information and belief complete and accurate;

      (c)   we have made all due returns to the Commissioners of Customs and
            Excise and such returns are complete and accurate in all material
            respects and have been made within the time limits provided by
            statute.


Signed by

an authorised signatory on behalf of the Tenant

The above declarations are, to the best of our knowledge and belief after due
and careful enquiry, true, accurate and complete.

Signed by


Tenant's Auditors

                                        55
<PAGE>

                                  (THE COMMON SEAL of 99 BISHOPSGATE
                                  (LIMITED was hereunto affixed in the presence
                                  (of:-


[SEAL OMITTED]

                                   Director  /s/
  




                                   Director /s/




                                   (THE COMMON SEAL of 99 BISHOPSGATE      
                                   (MANAGEMENT LIMITED was hereunto        
                                   (affixed in the presence of:-           
                                   



[SEAL OMITTED]

                                        Director  /s/
  




                                        Director /s/










                                   (THE COMMON SEAL of HAMMERSON U.K.           
                                   (PROPERTIES plc was hereunto affixed in the  
                                   (presence of:                                
                                    
 



[SEAL OMITTED]

                                        Director  /s/
  




                                        Director /s/



<PAGE>


                  23RD FLOOR, 99 BISHOPSGATE, LONDON, E.C.2.



                          99 BISHOPSGATE LIMITED (1)
                     99 BISHOPSGATE MANAGEMENT LIMITED (2)
                       HAMMERSON U.K. PROPERTIES PLC (3)
                         DONALDSON, LUFKIN & JENRETTE
                           INTERNATIONAL LIMITED (4)
                     DONALDSON, LUFKIN & JENRETTE INC. (5)

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

                          REINSTATEMENT SPECIFICATION
                      WHICH FORMS PART OF THE UNDERLEASE
                            DATED 24TH OCTOBER 1996

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

<PAGE>


                          99 BISHOPSGATE - 23RD FLOOR

                          REINSTATEMENT SPECIFICATION

CEILING TILES

CAPL system 335 Tartan Grid System tiles generally 1200 x 450 mm plus 1200 x
300 nominal, face perforated to CAPL pattern D1522 including 10mm plain
borders. Panels finishes polyester powder paint incorporating acoustic
insulation 45 kg/m3, block tissue faced, Rockwool backed with an inverted
steel tray, "stitched" to ceiling panel.

The ceiling support system is a fixed element from which the tartan grid,
ceiling tiles, lighting fittings, air handling grilles, sprinklers, smoke
detectors, pa system and plenums are hung.

WIRING HARNESS

A pre-formed flexible wiring system comprising:-

Multi conductor home-run cable
Master distribution box
Extender cable
Whip end extender cable by MODULAR WIRING SYSTEMS EUROPE LTD

LIGHT FITTINGS

TYPE A

Moorlite ref SP300/13532/W2/SSLIHFGi2436/AH. 2 X 36 watt TB triphosphate
fluorescent colour temp 3500o K with Cat 2 semi-specular louvre, high
frequency control gear and air handling facilities to 41 l/s. Finished to RAL
9010 20% gloss.

TYPE AE

As type A but incorporates 3 hour emergency battery invertor packs.

TYPE A2

Moorlite ref SP300/135655/W2/SSL/HFG/2218/AH. 2 x 18 watt TB triphosphate
colour temp 3500o K with semi-specular louvre to LG3 cat 2, high frequency
control gear and air handling facilities to 41 l/s. Finished to RAL 9010 20%
gloss.

TYPE B

Moorlite ref SP300/13657/W2/SSLIHFG/2224/AH. 2 x 24 watt TCL fluorescent
colour temp 3500o K with semi-specular louvre to LG3 cat 2 gear and air
handling facilities to 41 l/s. Finished to RAL 9010 20% gloss.


<PAGE>


        COMPUTER ADDRESSABLE LIGHTING MANAGEMENT SYSTEM

Lighting Management System which provides independent control and monitoring
of every luminaire, by DELMATIC type ZMC, comprising ZMC floor controllers and
ZMC 8 way output control module.

ACCESSORIES

Wandsworth type gridswitch series 3 with black inserts.

FIRE ALARM AND DETECTION SYSTEM

An intelligent analogue programmable addressable system by ADT type IRC-3
incorporating voice and public address comprising:-

Smoke detectors - Signature Series 4D. 
Break glass call point - SIGA - KRi/SR/6S 
Speakers - QFIT/SPECIAL/TF

SECURITY SYSTEM

A distributed intelligence structured wide area access control system by ADT
type Janus comprising: -

Magnalocks - DRYAD DS7001 
Proximity readers - IDE/004/REA 
Passcards - IDE/001/PC 
Passive Infraced Detectors 360o - P55048 
CCTV camera - CD/6252 
Door controller - IDC

RAISED FLOOR

Fully accessible raised access floor installed with an average overall depth
of 125mm.

Panel Type:       GCS Cornerlock

Panel Grade:      Medium

Finish:           Tate GCS Standard Finish


<PAGE>


FAN COIL UNITS

The office floor is served by a four pipe fan coil unit air-conditioning
system located within the suspended ceiling void. The units are as
manufactured by Senior Moducel of the Airtech range EVU 235 series. The units
are constructed from heavy gauge prime quality plastisol sheet steel
incorporating a multi-spigoted acoustically lined discharge plenum. The forged
brass 4 part control valve, as manufactured by Johnson Controls series VB55,
is proportionally controlled in sequence with the motor speed to achieve
maximum efficiency. The fan motor speed controller is manufactured by SIEBE
Ltd, model number 1262/1. The valve actuator is manufactured by Johnson
Controls model number VA7310.

PLENUMS

Conditioned air from the FCU's are distributed via sheet metal ductwork to
acoustically insulated plenum boxes as manufactured by Carrier of the Moduboot
35BD series. The plenum boxes are complete with fresh air collar where
required.

SUPPLY DIFFUSERS

The plenum box terminates with a linear diffuser to provide uniform air
distribution. The diffusers are manufactured by Carrier of the 35BD series
types AG and AH one-way and two-way directional blow. One number diffuser per
FCU is supplied complete with air sensor as manufactured by Sontay series
TT55, the sensor is completed with 3 metres of LSF cable. These diffusers are
constructed with an aspirator box to accommodate the sensor.

EXTRACT AIR DIFFUSERS

Air is extracted from the space via air handling luminaires (as specified
under the Electrical Services) and linear extract air diffusers. The extract
air diffusers are similar to the supply being manufactured by Carrier series
35BD type AG, 1 way directional blow. However these diffusers do not require a
fitted plenum box.

VOLUME CONTROL DAMPERS

Motorised isolation dampers are installed in the supply and extract ductwork
main branches to achieve quadrant control, via the BMS, to the floor. Volume
control dampers are installed to all the sub-branches to regulate the air
volume. The dampers are manufactured by Volume Control Devises, are stainless
steel, aerofoil multi-blade dampers.

The isolation damper actuators are as manufactured by SIEBE Ltd model no.
MF/6233.


<PAGE>


FIRE DAMPERS

Where fire dampers are installed they are of the fusible link type as
manufactured by Volume Control Devises series FB. The dampers comprise of
interlocking stainless steel aerofoil blades, stainless steel bearings and
peripheral gasketing, totally enclosed drive mechanism and double skin
galvanised 18 gauge spigot casing.

SPRINKLERS

A sprinkler system is installed throughout to comply with the requirements of
BS 5306, Part 2 1990 and the recommendations of the Loss Prevention Council.
The sprinkler heads as installed are flush mounted as manufactured by Reliable
Ltd.


VALVES

Commissioning Valves and Isolating Valves are installed to the return and
flow, respectively, of the Landlords and Tenants secondary CHW installation to
the floor. They are also installed to the LTHW constant temperature system to
the floor. The valves are as manufactured by Tour and Anderson Limited.

Commissioning Valves are typically as follows:-

Up to 50mm diameter TA Fig MD41. Ametal bronze commissioning set comprising of
MD20 double regulating valve and MDFO on fix plate. Isolation valves are
typically as follows: -

Up to 50mm diameter TA Fig 64. Ametal gate valve. 65mm and above TA Fig 35
lever operated butterfly valve.

PERIMETER HEATING

Perimeter heating is provided to offset heat losses to the glazing. The finned
heating element is manufactured by HCP Ltd, installed in an Architectural
perimeter rail provided by Permasteelisa, the cladding manufacturers.

VENETIAN BLINDS

Silver fine line aluminium blinds integral with the curtain walling system.
Supplied by Abba srl, Italy.

WALLS, CORE, COLUMN

Finished in emulsion paint

SKIRTING

Hardwood - American Cherry


<PAGE>


CARPET

Grade 3 Fusion Bonded with PVC based backing with printed overlay and inlays
and borders as required. From Milliken standard range.

FLOOR BOXES

3 compartment box with interchangeable plates. Minimum layout 1 box to 10 m(2).

DOORS

Veneer finish with hardwood lippings - American Cherry


<PAGE>


PLANS



23rd Floor General Arrangement Plan                     L23/AL (G) 3030C   
                                                        
Reflected Ceiling Plan - Level 23                       L23/AL (C) 3127
                                                        
                                                        
                                                        
Raised Floor Plan - Level 23                            L23/AL (F) 3232
                                                        
                                                        
Floor Coordinated HL Services Layout, SE Zone           86822/CO/RD/2102
23rd Floor                                              
                                                        
                                                        
Floor Coordinated HL Services Layout, NE Zone           86822/CO/RD/2101
23rd Floor                                              
                                                        
                                                        
Floor Coordinated HL Services Layout, SW Zone           86822/CO/RD/2103
23rd Floor                                              
                                                        
                                                        
Floor Coordinated HL Services Layout, NW Zone           86822/CO/ED/2104
23rd Floor                                              
                                                        
                                                        
Electrical Services Lighting and Small Power Layout     86824/EL/RD/211
23rd Floor                                              

<PAGE>

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Project no.               Drawing no.                         Revision
2275                      L23/AL(G)3030                         C
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C          Hose reels revised, grillage revised.
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Project no.               Drawing no.                         Revision
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Notes:     Do not remove this panel from the drawing
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DETAILS AND SETTING OUT OF EXISTING 
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Project no.               Drawing no.                         Revision
2275                      L23/AL(F)3232                         
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Notes:     Do not remove this panel from the drawing
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           Report all errors and omissions to the Architect
           Dimensions to be checked on site before fabrication
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DETAILS AND SETTING OUT OF EXISTING 
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                                 RECORD DRAWING

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Rev     Description                              By     M  E  P  F     Issue
                                                 Date    Checked       Date
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Engineer          Drawn          Date          Checked          Date
                                 25/09/95
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Contract Name
                         99,BISHOPSGATE
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Drawing Title

                         23rd FLOOR
               CO-ORDINATED H.L. SERVICES
               LAYOUT.-N.W. ZONE
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[Matthew Hall Logo]      MATTHEW HALL
                         Matthew Hall Limited
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Drawing Number                                             Rev.     COPYRIGHT
                                                                    RESERVED
                                                           --------------------
86822/CO/RD/2104                                           Scale:
                                                                   1.25
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NOTE: THIS DRAWING PRINTED IN PINK INDICATES THE ISSUE TO BE PRELIMINARY

<PAGE>


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Rev     Description                              By     M  E  P  F     Issue
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Engineer          Drawn          Date          Checked          Date
                                 19/09/95
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Contract Name
                         99,BISHOPSGATE
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Drawing Title

                         23rd FLOOR
               CO-ORDINATED H.L. SERVICES
               LAYOUT.-S.W. ZONE
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[Matthew Hall Logo]      MATTHEW HALL
                         Matthew Hall Limited
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Drawing Number                                             Rev.     COPYRIGHT
                                                                    RESERVED
                                                           --------------------
86822/CO/RD/2103                                           Scale:
                                                                   1.25
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NOTE: THIS DRAWING PRINTED IN PINK INDICATES THE ISSUE TO BE PRELIMINARY


<PAGE>


                                 RECORD DRAWING

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Rev     Description                              By     M  E  P  F     Issue
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Engineer          Drawn          Date          Checked          Date
                                 30/08/95
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Contract Name
                         99,BISHOPSGATE
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Drawing Title

                         23rd FLOOR
               COORDINATED HL SERVICES
               LAYOUT, SE ZONE
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[Matthew Hall Logo]      MATTHEW HALL
                         Matthew Hall Limited
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Drawing Number                                             Rev.     COPYRIGHT
                                                                    RESERVED
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86822/CO/RD/2102                                           Scale:
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                                 RECORD DRAWING

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Contract Name
                         99,BISHOPSGATE
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Drawing Title

                         23rd FLOOR
               CO-ORDINATED H.L. SERVICES
               LAYOUT, NE ZONE
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[Matthew Hall Logo]      MATTHEW HALL
                         Matthew Hall Limited
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Drawing Number                                             Rev.     COPYRIGHT
                                                                    RESERVED
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86822/CO/RD/2101                                           Scale:
                                                                   1.25
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NOTE: THIS DRAWING PRINTED IN PINK INDICATES THE ISSUE TO BE PRELIMINARY


<PAGE>

PRODUCT SPECIFICATION NOTES

1/ MASTER DISTRIBUTION BOXES
   COMPRISING OF A STEEL ENCLOSURE WITH 12 NO. INDIVIDUAL PORTS
   EACH PROVIDING A 20A 240V 50HZ SINGLE PHASE CIRCUIT PORTS
   ARE PROVISIONALLY APPOSITIONED FOR 4 NO. HVAC/SMALL POWER
   AND 8 NO. FOR LIGHTING ALLOWANCE FOR FUTURE SPARE CAPACITY
   HAS BEEN MADE

2/ HR CABLE
   2 NO MULTI-POOL ARMOURED BUSWAYS OF UP TO 18 CONDUCTORS

3/ EXTENDER CABLE
   3, 4 AND 5 CONDUCTOR ARMOURED CABLES PRE-TERMINATED IN
   A MALE AND FEMALE PLUG ARRANGEMENT ONTO MDB AND "TEE"
   COMPONENTS

4/ LIGHTING AND POWER TEES
   FOR CONNECTING THE SYSTEM ONTO FIXED EQUIPMENT

5/ DATA/BUS CABLING
   ARMOURED BELDEN TWISTED PAIR CABLE PRE-TERMINATED AND CUT
   INTO PRE-SET LENGTHS. (REFER TO ABOVE NOTES) SHALL BE
   ZIP TIED ONTO METALLIC FLEXIBLE BUSBAR.

6/ GENERAL
   SYSTEM IS TESTED TO BS5486 PART 2 1988 AND MANUFACTURED
   IN AN ISO 9000 ENVIRONMENT

                                 RECORD DRAWING

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Rev     Description                              By     M  E  P  F     Issue
                                                 Date    Checked       Date
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Engineer          Drawn          Date          Checked          Date
                                 26/9/95
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Contract Name
                         99,BISHOPSGATE
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Drawing Title

               ELECTRICAL SERVICES
               LIGHTING & SMALL POWER
               LAYOUT 23rd FLOOR
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[Matthew Hall Logo]      MATTHEW HALL
                         Matthew Hall Limited
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Drawing Number                                             Rev.     COPYRIGHT
                                                                    RESERVED
                                                           --------------------
86824/el/RD/211                                            Scale:
                                                                   1.25
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NOTE: THIS DRAWING PRINTED IN PINK INDICATES THE ISSUE TO BE PRELIMINARY

<PAGE>

                      DATED     24TH OCTOBER       1996 
                      ---------------------------------


                           99 BISHOPSGATE LIMITED 


                                     and 


                      99 BISHOPSGATE MANAGEMENT LIMITED 


                                     and 


                        HAMMERSON U.K. PROPERTIES PLC 


                                     and 


                         DONALDSON, LUFKIN & JENRETTE 
                            INTERNATIONAL LIMITED 
                                  UNDERLEASE 

                                      of 

                Twenty-second Floor 99 Bishopsgate London EC2 






                                                     HERBERT SMITH 
                                                     Exchange House 
                                                     Primrose Street 
                                                     London EC2A 2HS 
                                                     Tel: 0171-374 8000 
                                                     Fax: 0171-496 0043 
                                                     Ref: 129/P1 7/30608932 


<PAGE>
                              TABLE OF CONTENTS 

<TABLE>
<CAPTION>


 CLAUSE        HEADING                                                    PAGE 
-------------  -------------------------------------------------------  ------ 
<S>      <C>   <C>                                                      <C>
1.             Definitions 
               Building 
               Common Parts 
               Development 
               Electricty Cost 
               Enactment 
               Head Lease/Superior Lease 
               Insurance Cost 
               Insurance Rent 
               Insured Risks 
               Interest Rate 
               Lettable Unit 
               Net Internal Area 
               Normal Business Hours 
               Permitted Part 
               Permitted Use 
               Planning Law 
               Plans 
               Premises 
               Public Authority 
               Services 
               Service Media 
               Tenant 
               Term 
               VAT 
2.             Interpretation 
3.             Demise and Rents 
4.             Tenant's Covenants 
          (1)  Rent 
          (2)  VAT 
          (3)  Outgoings 
          (4)  Compliance with Enactments 
          (5)  Notices 
          (6)  Repair 
          (7)  Decoration and general condition and servicing 
          (8)  Refuse 
          (9)  To permit entry 
         (10)  Compliance with notices relating to repair or condition 
         (11)  Encroachments 
         (12)  Alterations and reinstatement 
         (13)  Use 
         (14)  Signs 
<PAGE>

CLAUSE         HEADING                                                    PAGE 
-------------  -------------------------------------------------------  ------ 
         (15)  Alienation 
         (16)  Registration 
         (17)  Payment of cost of notices consents etc. 
         (18)  Machinery 
         (19)  Obstruction/overloading 
         (20)  Parking/goods delivery 
         (21)  Planning Law and compensation 
         (22)  Indemnity 
         (23)  Defective Premises 
         (24)  Insurance and fire fighting equipment 
         (25)  Dangeours and contaminative materials 
         (26)  Yield up 
         (27)  Regulations and covenants 
         (28)  Security and access 
         (29)  Head Lease 
         (30)  Service Charge 
5.             Landlord's Covenants 
          (1)  Quiet Enjoyment 
          (2)  Insurance 
          (3)  Head Lease 
          (4)  Electricity Provision 
          (5)  Management Company access 
          (6)  VAT indemnity 
6.             Provision of Services 
7.             Provisos 
          (1)  Forfeiture and re-entry 
          (2)  Letting Scheme use and easements 
          (3)  Common Parts and Service Media 
          (4)  Service of notices 
          (5)  Rent cesser 
          (6)  Landlord's liability 
          (7)  Arbitration fees 
          (8)  Rent review memorandum 
          (9)  No warranty as to use 
         (10)  Disputes 
         (11)  Compensation 
         (12)  Rateable value appeals 
         (13)  No warranty as to security 
         (14)  Jurisdiction 
         (15)  Overriding lease 
         (16) 
8.             Landlord's Guarantor 
9.             Tenant's option to determine 


<PAGE>

CLAUSE         HEADING                                                    PAGE 
-------------  -------------------------------------------------------  ------ 
10.            Guarantee and Guarantor's Indemnity 
11.            Stamp Duty Certificate 
Schedule 1     Premises 
Schedule 2     Easements and rights granted 
Schedule 3     Exceptions and reservations 
Schedule 4     The first reserved rent and the review thereof 
Schedule 5     Service Charge 
Schedule 6     Services 
Schedule 7     Deeds and documents to which the demise is subject 
</TABLE>

<PAGE>

                              LEASE PARTICULARS 

<TABLE>
<CAPTION>

<S>      <C>                         <C>    <C>
----------------------------------------------------------------------------------------
1.       DATE  24TH OCTOBER 1996 
         THIS LEASE IS AND IS INTENDED TO BE DELIVERED ON THE DATE FIRST ABOVE WRITTEN 
----------------------------------------------------------------------------------------
2.       PARTIES 
(a)      LANDLORD                       :   99 Bishopsgate Limited 
(b)      TENANT                         :   Donaldson, Lufkin & Jenrette International 
                                            Limited 
(c)      MANAGEMENT COMPANY             :   99 Bishopsgate Management Limited 
(d)      LANDLORD'S GUARANTOR           :   Hammerson U.K. Properties plc 
(e)      TENANT'S GUARANTOR             :   Donaldson, Lufkin & Jenrette, Inc. 
-------  --------------------------  -----  -------------------------------------------- 
3.       DEMISED PREMISES               :   ALL THOSE premises on the 22nd floor of the
                                            Building shown for identification only edged
                                            red on Plan 1. 
-------  --------------------------  -----  -------------------------------------------- 
4.       BUILDING                       :   99 Bishopsgate London EC 2 
-------  --------------------------  -----  -------------------------------------------- 
5.       CONTRACTUAL TERM AND           :   Commencing on the date hereof and expiring
         TERM COMMENCEMENT                  on 23rd October 2011 
         AND EXPIRY DATES 
-------  --------------------------  -----  -------------------------------------------- 
6.       INITIAL RENT                   :   pounds sterling423,914 
-------  --------------------------  -----  -------------------------------------------- 
7.       RENT COMMENCEMENT DATE         :   25th March 1998 
-------  --------------------------  -----  -------------------------------------------- 
8.       TENANT'S BREAK RIGHT           :   28th October 2008 
-------  --------------------------  -----  -------------------------------------------- 
9.       CAPITAL SUM                    :   pounds sterling211,957 inclusive of VAT 
-------  --------------------------  -----  -------------------------------------------- 
</TABLE>

<PAGE>
THIS UNDERLEASE made the 24th day of October One thousand nine hundred and 
ninety six 

BETWEEN:-
                                                                       [SEALS] 

(1)      99 BISHOPSGATE LIMITED whose registered office is at Lo Lam House 
         Kumul Highway Port Vila Vanuatu (Co. Regn. No. 10469) registered 
         under Section 2IACo the Companies Act 1985 under company number 
         FCO18588 and branch number BR002962) whose principal place of 
         business is at 100 Park Lane London W1Y 4AR (the "LANDLORD") 

(2)      99 BISHOPSGATE MANAGEMENT LIMITED whose registered office is at 100 
         Park Lane London W1Y 4AR (Co. Regn. No. 3071752) (the "MANAGEMENT 
         COMPANY") 

(3)      HAMMERSON U.K. PROPERTIES PLC whose registered office is at 100 Park 
         Lane London W1Y 4AR (Co. Regn. No. 298351) (the "LANDLORD'S 
         GUARANTOR") 

(4)      DONALDSON, LUFKIN & JENRETTE INTERNATIONAL LIMITED whose registered 
         office is at Moorgate Hall 155 Moorgate London EC2M 6XB (Co. Regn. 
         No. 2475089) (the "TENANT") and 

(5)      DONALDSON, LUFKIN & JENRETTE, INC. a corporation incorporated in the 
         State of Delaware United States of America whose address for the 
         purposes of this lease is 277 Park Avenue New York New York 10172 
         (the "GUARANTOR") 

WITNESSETH as follows:- 

1.       DEFINITIONS 

      In this lease the following expressions have the respective specified 
      meanings (subject to any particular intervention required by clause 2):- 

      (1) "ACTS OF TERRORISM" means any act or omission of any person acting 
          on behalf of or in connection with any organisation (or on his own 
          behalf) which carries out activities directed towards overthrowing 
          or influencing by force or violence Her Majesty's Government in the 
          United Kingdom or any other government de jure or de facto 

      (2) "AGREEMENT FOR INITIAL ALTERATIONS" means the agreement of even date 
          herewith and made between the Landlord and the Tenant governing the 
          initial fitting out of the Premises 

      (3) "BUILDING" means the land (of which the Premises form part) having a 
          frontage to the west side of Bishopsgate and a return frontage to 
          the south side of Wormwood Street and all buildings fixtures and 
          other structures whatsoever from time to time thereon and the 
          appurtenances thereof which land (together with the building now 
          erected thereon) is known as 99 Bishopsgate London EC2 and is for 
          the purpose of identification shown verged by a blue line on the 
          Building Plan together with any adjoining areas designated by the 
          Landlord or the Management Company 

      (4) "COMMON PARTS" means all parts of the Building which are from time 
          to time intended for the common use and enjoyment of the tenants and 
          occupiers of the Building and persons claiming through or under them 
          (whether or not other 
<PAGE>

          parties are also entitled to use and enjoy the same) and reasonably 
          designated as such by the Landlord and including without prejudice 
          to the generality of the foregoing the pedestrian ways circulation 
          areas lobby entrance halls lifts lift shafts fire escapes landings 
          staircases passages forecourts car park landscaped areas plant rooms 
          management suites and any other areas which are from time to time 
          during the Term reasonably provided by the Landlord for common use 
          by or benefit of the tenants and occupiers of the Building But 
          excluding (for the avoidance of doubt) any premises intended to be 
          let to any party or for occupation by the Landlord or the Management 
          Company other than for the provision of the Services 

       (5) "DEVELOPMENT" has the meaning ascribed to that expression by 
           Planning Law 

       (6) "ELECTRICITY COST" means the actual cost to the Landlord of the 
           provision of electricity to the Premises for consumption by the 
           Tenant in accordance with its covenant contained at clause 5(4) 
           being a fair and reasonable proportion as determined by the 
           Landlord of the total cost of the provision of electricity to the 
           Building as a whole (including the provision of any security for 
           the supply of electricity to the Building which may from time to 
           time be required by the relevant undertaker responsible for the 
           supply of electricity chosen by the Landlord) which proportion 
           shall so far as practicable (save where the same are not in working 
           order) be calculated using readings taken in such manner and at 
           such times as the Landlord shall from time to time determine of the 
           check meters relating to the Premises from time to time installed 
           but otherwise shall be determined in such manner as the Landlord 
           shall in its discretion consider to be fair and reasonable in all 
           the circumstances 

       (7) "ENACTMENT" means every Act of Parliament directive and regulation 
           now or hereafter to be enacted or made and all subordinate 
           legislation whatsoever deriving validity therefrom 

       (8) "HEAD LEASE" means the lease under which the Landlord holds the 
           Premises dated 29th September 1975 made between The Prudential 
           Assurance Company Limited (1) and Bishopsgate Developments Limited 
           (2) and "Superior Landlord" means the person for the time being 
           entitled to the reversion immediately expectant on the term granted 
           by the Head Lease and every other person having an interest in 
           reversion to that term 

       (9) "GROUP COMPANY" means a company which is either the holding company 
           of the Tenant or a wholly owned subsidiary of the Tenant or the 
           Tenant's holding company (as both expressions are defined in 
           Section 736 Companies Act 1985) 

      (10) "INSURANCE COST" means in respect of any period for which the same 
           is required by the Landlord to be calculated the aggregate of the 
           amount which the Landlord may reasonably expend:- 

           (a) in effecting and maintaining insurance against the occurrence 
               of the Insured Risks in relation to the Building in such sum as 
               represents its then full current replacement cost with such 
               allowance as the Landlord from time to time considers 
               appropriate in respect of related liabilities and expenses 
               (including without limitation liability to pay and fees or 
               charges on the submission of an application for planning 
               permission and costs which might be incurred in complying with 
               any Enactment in carrying out 
<PAGE>
               any replacement work and sums in respect of architects' 
               engineers' and quantity surveyors' and other professional fees 
               and incidental expenses incurred in relation to any works of 
               debris removal and of replacement and all VAT) and 

           (b) in effecting and maintaining any insurance relating to the 
               property owners' liability and the employer's liability of the 
               Landlord in relation to the Building and anything done therein 
               and 

           (c) in professional fees relating to insurance including fees for 
               insurance valuations carried out at reasonable intervals by an 
               independent insurance valuer (but no more than once in any 
               year) and all reasonable fees and expenses payable to advisers 
               in connection with effecting and maintaining insurance policies 
               and claims and 

           (d) equivalent to the total of all reasonable excess sums (being 
               for the avoidance of doubt the first part of any insurance 
               claim) which the insurers are not liable to pay out on any 
               insurance claim in respect of the Building and which the 
               Landlord or the Management Company may have expended in 
               replacing the damaged or destroyed parts of the Building 

      (11) "INSURANCE RENT" means in respect of any period for which the same 
           is required by the Landlord to be calculated the aggregate of:- 

           (a) a fair and reasonable proportion attributable to the Premises 
               of the Insurance Cost for the relevant period 

           (b) the reasonable amount which the Landlord may expend in 
               effecting and maintaining insurance against up to six years' 
               loss of the rents first and secondly hereinafter reserved and 
               Service Charge having regard to potential increases of rent in 
               accordance with schedule 4 and with any addition to the amount 
               insured as the Landlord may decide in respect of VAT and 

           (c) (without prejudice to all other provisions of this lease 
               relating to the use of the Premises and the vitiation of any 
               policy of insurance) any reasonable amount which the Landlord 
               may expend in paying all additional premiums and loadings on 
               any policy or policies of insurance required to be paid as a 
               result of anything done or omitted (in breach of the terms of 
               this lease) by the Tenant and 

           (d) any tax charged on any premium for any such insurance 

      (12) "INSURED RISKS" means loss damage or destruction whether total or 
           partial caused by Acts of Terrorism fire lightning explosion riot 
           civil commotion strikes labour and political disturbances and 
           malicious damage aircraft and aerial devices (other than hostile 
           aircraft and devices) and articles accidentally dropped from them 
           storm tempest flood bursting or overflowing of water tanks and 
           pipes impact earthquake and accidental damage to underground water 
           oil and gas pipes or electricity wires and cables subsidence group 
           slip and heave and such other usual commercial risks or perils 
           against the occurrence of which the Landlord may from time to time 
           in its reasonable discretion deem it desirable to insure subject to 
           such exclusions and limitations as are from time to time commonly 
<PAGE>

           imposed by insurers and subject also to the exclusion of such of 
           the risks specifically hereinbefore mentioned as the Landlord may 
           in its reasonable discretion decide where insurance cover in 
           respect of the risk in question is not for the time being available 
           in the London insurance market on reasonable terms 

      (13) "INTEREST RATE" means a yearly rate three per cent above either the 
           base rate of Barclays Bank plc or such other bank (being for the 
           time being generally recognised as a clearing bank in the London 
           market) as the Landlord may from time to time use for general 
           banking purposes or if the base rate cannot be ascertained then 
           above such other rate as the Landlord may reasonably specify (and 
           so that whenever there is reference in this lease to the payment of 
           interest at the Interest Rate such interest shall be calculated on 
           a daily basis and compounded with quarterly rests on the usual 
           quarter days) 

      (14) "LANDLORD'S SERVICES EQUIPMENT" means all the plant machinery and 
           equipment (with associated Service Media) within or serving the 
           Building from time to time (whether or not within the Premises or 
           other premises let or intended to be let by the Landlord) 
           comprising or used in connection with the following systems (to the 
           extent specified in the following paragraphs of this definition):- 

           (i)     the whole of the sprinkler system within the Building 
                   (including sprinkler heads) 

           (ii)    the whole of the fire alarm systems 

           (iii)   the whole of the permanent fire fighting systems (but 
                   excluding portable fire extinguishers installed by the
                   Tenant or other tenants of the Building) 

           (iv)    the whole of the chilled water system 

           (v)     the whole of the building management system (including the 
                   building security system) installed by the Landlord 

           (vi)    the central electrical supply system from the mains supply 
                   into the Building so far as (and including) the electrical 
                   riser busbars connecting to the distribution boards at each 
                   level in the Building which is let or intended to be let by 
                   the Landlord. 

           (vii)   the whole of the air handling system and the electricity 
                   supply and control systems for the same 

           (viii)  the standby generators and associated cabling wiring and 
                   duct work 

           but excluding in each case any "stand alone" systems installed by 
           the Tenant or any other tenant or occupier of the Building 

      (15) "LETTABLE UNIT" means any unit of accommodation forming part of the 
           Building which is intended by the Landlord at any material time to 
           be for separate occupation 

      (16) "NET INTERNAL AREA" has the meaning ascribed to that expression by 
           the Code of Measuring Practice -- Fourth Edition (RICS/ISVA 1993) 
           (or if there shall be no such edition or no such expression for the 
           time being the nearest equivalent thereto) 

<PAGE>




                              [GRAPHICS OMITTED] 


                              99 BISHOPSGATE EC2 
                          TWENTY SECOND FLOOR TOWER 






<PAGE>




                              [GRAPHICS OMITTED] 


                          99 BISHOPSGATE LONDON, EC2 
                                BUILDING PLAN 



<PAGE>

(17)  "NORMAL BUSINESS HOURS" means 7.30 a.m. to 7.30 p.m. on Mondays to
      Fridays inclusive (except bank holidays) subject to expansion of such
      hours at the reasonable discretion of the Landlord provided that such
      hours will automatically expand if any other tenant in the Building is
      granted the benefit of any expanded hours



(18)  "OUTSIDE NORMAL BUSINESS HOURS CHARGE" means the whole of the actual cost
      to the Management Company of carrying out or providing any of the
      Services at the request of the Tenant outside Normal Business Hours other
      than any services which are stated to be provided 24 hours a day
      (including without prejudice to the generality of the foregoing costs and
      expenses in the nature of those set out in Part II of schedule 6) or in
      the event of any of the Services being carried out or provided outside
      Normal Business Hours to the Tenant and any other tenant or tenants of
      the Building a fair proportion thereof (on a fair and reasonable basis
      between the Tenant and any other tenant or occupier making use of such
      Services) as reasonably determined by the Landlord. PROVIDED THAT during
      the first year of the Term the cost of providing air conditioning outside
      Normal Business Hours shall not exceed pounds sterling 88 per hour (in
      respect of the Premises being the only user of air conditioning at the
      relevant time) or pounds sterling 48 per hour per floor on the basis that
      any five of floors 18, 20 and 22 to 26 of the Building are simultaneously
      using such air conditioning over the whole of such floors

(19)  "PERMITTED PART" means any part or parts of the Premises capable of 
      separate occupation

(20)  "PERMITTED USE" means use as high class offices for any purpose within
      Class B1(a) (but not for any other purpose within that Use Class) of the
      schedule to the Town and Country Planning (Use Classes) Order 1987 and
      for the avoidance of doubt use of the Premises for data processing
      investor services business trading operators and investment banking
      complies with this provision

(21)  "PLANNING LAW" means every Enactment for the time being in force
      relating to the use development and occupation of land and buildings and
      every planning permission statutory consent and agreement made under any
      Enactment relating to the Building

(22)  "PLANS" means the plans annexed hereto and "Building Plan" means that one
      of them so marked

(23)  "PREMISES" means the premises described in schedule 1 and all permitted
      additions alterations and improvements made to them

(24)  "PUBLIC AUTHORITY" means any Secretary of State and any government
      department public local regulatory fire or any other authority or
      institution having functions which extend to the Premises or their use
      and occupation and any court of law and the companies or authorities
      responsible for the supply of water gas and electricity or any of them
      and any of their duly authorised officers

(25)  "REINSTATEMENT SPECIFICATION" means the specification annexed hereto or
      in the event that materials listed in the specification are not
      available from time to time or appropriate for use (in the Landlord's
      reasonable opinion) then reference to such materials will be substituted
      by reference to materials of not materially less quality which perform a
      similar function PROVIDED THAT save to the extent


                                          5

<PAGE>


             that items of plant and equipment have been altered during the
             Term the Tenant shall not be required to replace existing items
             of plant and equipment for new items subject to the existing
             items being in good working order

      (25)   "REVIEW DATE" means each of:-

             (a)   the 24th October in the years Two thousand and one and every
                   fifth anniversary of that date during the Term (and the last
                   day of the Term)

             (b)   any date so stipulated by virtue of paragraph 5 of schedule
                   4

      (26)   "Services" means the services and other matters specified in
             clause 6 and Part I of schedule 6

      (27)   "Service Media" means those parts of the Building comprising gas
             water drainage electricity telephone telex signal and
             telecommunications heating cooling ventilation air conditioning
             fire alarm and other pipes drains sewers mains cables wires
             supply lines ducts conduits flues and all other common conducting
             media plant appliances and apparatus for the provision supply
             control and monitoring of services to or from the Building and
             other common equipment

      (28)   "Term" means a term of years commencing on the date hereof and
             expiring on 23rd October 2011 includes any period of holding over
             or extension whether by any Enactment or common law

      (29)   "Termination Notice" means not less than 12 months and 1 day's
             prior written notice unless either:

             (a)   any Enactment or decision not capable of appeal on a point
                   of law confirming that the Tenant is not entitled to a new
                   tenancy on the expiration of such notice is in force or
                   upheld as at 22nd October 2007 (in which case not less
                   than 6 months prior written notice need be given); or

             (b)   any other tenant enters into a lease prior to September
                   1998 of premises comprising at least a floor of the
                   building within the security of tenure protections of the
                   Landlord and Tenant Act 1954 for a term of not less than 10
                   years (without break rights) and is granted right to
                   determine such lease on less than such 12 months' and 1
                   day's prior written notice (in which case the notice period
                   hereunder shall be reduced to such notice period as is
                   granted to such tenant in such circumstances)

      (30)   "VAT" means Value Added Tax as referred to in the Value Added Tax
             Act 1994 (or any tax of a similar nature which may be substituted
             for or levied instead of it by statutes)

2.    INTERPRETATION

      (1)    Words importing the singular include the plural and vice versa
             and words importing one gender include both other genders

      (2)    The expressions "Landlord" "Tenant" "Management Company" and 
             "Guarantor", wherever the context so admits include their
             respective successors in title and


                                        6

<PAGE>


      where a party comprises more than one person covenants and obligations
      of that party take effect as joint and several covenants and obligations

(3)   A covenant by the Tenant not to do (or omit) any act or thing also
      operates as a covenant to use reasonable endeavours not to permit or
      suffer it to be done (or omitted) and to prevent (or as the case may be
      to require) it being done

(4)   References in this lease to:-

      (a)    any clause sub-clause schedule or paragraph is a reference to the
             relevant clause sub-clause schedule or paragraph of this lease
             and clause and schedule headings shall not affect the
             construction of this lease

      (b)    any right of (or covenant to permit) the Landlord or the Management
             Company to enter the Premises shall also be construed (subject
             always to the proviso to clause 4(9)) as entitling the Landlord to
             remain on the Premises with or without equipment and permitting
             such right to be exercised by all persons authorised by the
             Landlord for as short a period as reasonably practicable and
             making good all damage caused and causing as little inconvenience
             as reasonably possible save where the right of entry is exercised
             to remedy any breach hereunder where the Landlord  only undertakes
             to make good damage caused

      (c)    any consent licence or approval of the Landlord or words to
             similar effect mean a consent licence or other approval in
             writing signed by or on behalf of the Landlord and given before
             the act requiring consent licence or approval

      (d)    the Premises (except in clause 4(15)) shall be construed as
             extending where the context permits to any part of the Premises

      (e)    a specific Enactment includes every statutory modification
             consolidation and re-enactment and statutory extension of it for
             the time being in force except in relation to the Town and
             Country Planning (Use Classes) Order 1987 which shall be
             interpreted exclusively by reference to the original provisions
             of Statutory Instrument 1987 No 764 whether or not the same may
             at any time have been revoked or modified

      (f)    the last year of the Term includes the final year of the Term if
             it shall determine otherwise than by effluxion of time and
             references to the expiry of the Term include such other
             determination

(5)          (a) Where the context permits rents or other sums being due from
             the Tenant to the Landlord or the Management Company mean that
             they are exclusive of any VAT

      (b)    whenever the consent licence or approval of the Landlord is
             required under this lease the relevant provision shall be
             construed as also requiring (and any consent licence or approval
             given by the Landlord shall be deemed subject to the need for)
             the consent licence or approval of the Superior Landlord (for
             which the Landlord shall apply at the Tenant's reasonable cost)
             where the same is required under the Head Lease except that
             nothing in this lease or in any consent licence or approval by
             the

                                               7

<PAGE>


                   Landlord shall imply that the Superior Landlord's consent
                   licence or approval will not be unreasonably withheld or
                   delayed

             (c)   references to any right of (or covenant to permit) the
                   Landlord to enter the Premises shall extend to the Superior
                   Landlord and to all persons authorised by it and shall be
                   construed in the manner required by clause 2(4)(b) but in
                   relation to the Superior Landlord and those with its
                   authority

             (d)   the rights excepted and reserved in schedule 3 are also 
                   excepted and reserved for the benefit of the Superior 
                   Landlord

3.    DEMISE AND RENTS

      The Landlord at the request of the Guarantor and in consideration of the
      payment by the Landlord to the Tenant of the sum of Two hundred and
      eleven thousand nine hundred and fifty seven pounds (pounds sterling
      211,957) paid on the date hereof (receipt of which is acknowledged by
      the Tenant) DEMISES unto the Tenant ALL THAT the Premises TOGETHER WITH
      the easements and rights specified in schedule 2 exercisable in common
      with the Landlord and all others with its authority or otherwise from
      time to time entitled thereto EXCEPT and RESERVED unto the Landlord and
      all other persons authorised by it from time to time during the Term or
      otherwise from time to time entitled thereto (including the Management
      Company in relation to the provision of the Services) the easements and
      rights specified in schedule 3

      TO HOLD the Premises unto the Tenant (together with and except and
      reserved as aforesaid) for the Term SUBJECT to all rights easements
      covenants stipulations and other matters affecting the same and SUBJECT
      to the provisions of the deeds and documents mentioned in schedule 7

      YIELDING AND PAYING therefor:

      FIRST yearly and proportionately for any part of a year until 24th March
      1998 a peppercorn (if demanded) and thereafter until the first Review
      Date (and thereafter as determined pursuant to schedule 4) the yearly
      rent of Four hundred and twenty three thousand nine hundred and fourteen
      Pounds (pounds sterling 423,914) exclusive of VAT (subject to clause
      5(6)) payable by equal quarterly payments to be made in advance on the
      usual quarter days in every year the first such payment to be made on
      25th March 1998

      SECONDLY as additional rent from time to time the Insurance Rent payable
      on demand

      THIRDLY as additional rent on demand (in addition and without prejudice
      to the Landlord's right of re-entry and any other right) interest at the
      Interest Rate on any sum owed by the Tenant to the Landlord whether as
      rent or otherwise which is not:-

      (a)    received in cleared funds by the Landlord within 10 days
             following the due date (or in the case of money due only on
             demand within fourteen days after the date of demand) calculated
             for the period commencing on the due date for payment and ending
             on the date the sum and the interest is received in cleared funds
             by the Landlord

      (b)    demanded (or if tendered is for the time being refused) by the
             Landlord in circumstances where it is prudent for it not to
             demand or accept any payment having regard to a breach of any of
             the Tenant's obligations under this lease of

                                         8

<PAGE>


             which the Tenant has received notice calculated for the period
             commencing on the due date for payment and ending on the date the
             sum (and the interest) is subsequently received by the Landlord

      FOURTHLY as additional rent all VAT for which the Landlord is or may
      become liable to account to H.M. Customs & Excise (or other relevant
      body to whom account has for the time being to be made) on the supply by
      the Landlord to the Tenant under or in connection with the provisions of
      this lease or the interest created by it and of any other supplies
      whether of goods or services such rent fourthly reserved to be due for
      payment contemporaneously with the other rents or sums to which it
      relates

      AND FIFTHLY a rent equal to the Electricity Cost such rent to be payable
      on demand (either annually or by instalments) as the Landlord shall
      determine

4.    TENANT'S COVENANTS

      The Tenant covenants with the Landlord (and in respect of sub-clause
      4(30) also with the Management Company) throughout the Term subject to
      clause 4(15):

      RENT

      (1)    To pay the rents reserved by this lease on the days and in the
             manner set out in clause 3 without deduction or set off and
             (unless for the time being the Landlord shall have required in
             writing to the contrary) to pay the rent first reserved (together
             with any sum in respect of the rent fourthly reserved as may be
             applicable thereto) by banker's standing order to such bank as
             the Landlord may from time to time nominate

      VAT

      (2)    Subject to clause 5(6) wherever the Tenant is required to pay any
             amount to the Landlord hereunder by way of reimbursement or
             indemnity to pay on the production of a valid VAT invoice to the
             Landlord (as applicable) in addition an amount equivalent to any
             VAT incurred by the Landlord save to the extent that the Landlord
             obtains credit for such VAT incurred by the Landlord pursuant to
             sections 24 25 and 26 Value Added Tax Act 1994 or any regulations
             made thereunder

      OUTGOINGS

      (3)    To pay all rates taxes charges and other outgoings whatsoever now
             or hereafter assessed charged or imposed upon the Premises or
             upon their owner or occupier (and a proper proportion determined
             by the Landlord attributable to the Premises of any rates taxes
             charges and other outgoings now or hereafter assessed charged or
             imposed upon the Premises in common with other premises or upon
             the owners or occupiers thereof) and (to the extent the Tenant
             does not pay it directly to the relevant supplier) the total cost
             (including meter rents) of all water (including chilled water)
             electricity and gas separately metered and/or exclusively
             supplied to the Premises during the Term as reasonably determined
             by the Landlord excluding (without prejudice to the rent fourthly
             reserved and clause 4(2)) any tax payable by the Landlord as a
             direct result of any actual or implied dealing with the reversion
             of this lease or of the Landlord's receipt of income

                                        9

<PAGE>


COMPLIANCE WITH ENACTMENTS

(4)   To comply with the requirements of all Enactments and of every Public
      Authority (including the due and proper execution of any works) in
      respect of the Premises their use occupation employment of personnel in
      them and any work being carried out to them (whether the requirements
      are imposed upon the owner lessee or occupier) and not to do or omit
      anything by which the Landlord may become liable to make any payment or
      do anything under any Enactment or requirement of a Public Authority

NOTICES

(5)   As soon as reasonably practicable and in any event within 5 working days
      of receipt of the same to give to the Landlord notice of (and a
      certified copy of) any notice permission direction requisition order or
      proposal made by any Public Authority and without delay to comply in all
      respects at the Tenant's cost with the provisions thereof save that the
      Tenant shall if so required by and at the cost of the Landlord make or
      join in making such objections or representations in respect of any of
      them as the Landlord may reasonably require

REPAIR

(6)   To put and keep the Premises (and any works or installations made
      pursuant to paragraphs 4 and 5 of Schedule 2) in good and substantial
      repair and condition (damage by any of the Insured Risks excepted to the
      extent that the insurance money shall not have been rendered
      irrecoverable subject to clause 5(2)(b) or insufficient because of some
      act or default of the Tenant or of any person deriving title under or
      through it or their respective servants or agents or invitees) and to
      replace whenever necessary during the Term and on expiry of the Term the
      landlord's fixtures and fittings (including any fitted carpets) in the
      Premises which may have become beyond economic repair with items of the
      same type and quality

DECORATION AND GENERAL CONDITION AND SERVICING

(7)  (a)     To keep the Premises maintained to a high standard of decorative
             order and finish and properly cleansed and tidy and (without
             prejudice to the foregoing) as often as the same shall be
             necessary (and not less frequently than once in every fifth year
             of the Term but not more than once in any 18 month period) and
             also in the last year of the Term to clean paint polish or
             otherwise treat as the case may be all inside surfaces of wood and
             metal work of the Premises usually or requiring to be painted
             polished or otherwise treated with two coats at least of high
             quality paint or polish vinyl wall coverings (where applicable)
             or other appropriate materials in a good and workmanlike manner
             (and during the last year of the Term in the colour scheme
             specified and otherwise in accordance with the Reinstatement
             Specification) PROVIDED ALWAYS THAT the Tenant shall not be
             obliged to carry out any such decorative treatment if the need
             for it is caused by damage by any of the Insured Risks to the
             extent (subject to clause 5(2)(b)) that the insurance money shall
             not have been rendered irrecoverable or insufficient because of
             some act or default of the Tenant or of any person deriving title
             under or through it or their respective servants agents or
             invitees

                                      10

<PAGE>


     (b)     To clean the inside of all external window glazing in the
             Premises at least once in every month using reputable contractors

     (c)     To enter into and maintain contracts for the regular inspection
             maintenance and servicing of all fixed plant and equipment
             comprised in the Premises which has or is likely to have any
             impact on the Landlord's Services Equipment by reputable
             contractors approved by the Landlord (such approval not to be
             unreasonably withheld) and to obtain satisfactory test
             certificates as may be reasonably required by the insurers and
             whenever reasonably required to produce copies of such contracts
             and certificates

REFUSE

(8)   Not to deposit any refuse on any of the Common Parts except in areas
      designated for such purpose from time to time by the Landlord and to
      comply with all requirements of any Public Authority and any reasonable
      regulations made by the Landlord pursuant to clause 4(27) in relation to
      control over and disposal of rubbish

TO PERMIT ENTRY

(9)   To permit the Landlord (and persons authorised by the Landlord) at
      reasonable times in compliance with the Tenant's reasonable security
      requirements on reasonable prior written notice (except in an emergency)
      to enter the Premises in order to:-

     (a)     examine their state of repair

     (b)     ascertain that the covenants and conditions of this lease have
             been observed

     (c)     take any measurement or valuation of the Premises

     (d)     rebuild renew cleanse alter test maintain repair inspect and make
             connections to any part of the Building including the Service
             Media (PROVIDED that the Landlord will procure that such entry
             takes place outside Normal Business Hours where practicable)

     (e)     during the last six months of the Term (or at any time in the case
             of a disposal of the Landlord's interest) to show the Premises to
             prospective purchasers or tenants and their agents

     (f)     exercise the rights described in schedule 3

COMPLIANCE WITH NOTICES RELATING TO REPAIR OR CONDITION

(10) (a)     To comply with any notice requiring the Tenant to remedy any
             breach of its covenants

     (b)     If the Tenant shall not within a reasonable time comply with any
             such notice to permit the Landlord and any authorised person to
             enter the Premises to remedy the breach as the Tenant's agent 
             and at the Tenant's proper cost the Landlord making good any
             damage caused

                                         11
<PAGE>


      (c)    To pay to the Landlord on demand all the proper costs and expenses
             incurred by the Landlord under the provisions of this sub-clause

ENCROACHMENTS

(11) (a)     To preserve all rights of light and other easements belonging to
             the Premises and not knowingly to give any acknowledgment that
             they are enjoyed by consent

     (b)     Not knowingly to do or omit anything which might subject the
             Premises to the creation of any new easement and to give notice
             to the Landlord forthwith of any encroachment which might have
             that effect

ALTERATIONS AND REINSTATEMENT

(12) (a)     Not to carry out any Development of or on the Premises nor
             (without prejudice to the exclusion of structural parts from the
             demise of the Premises) any works affecting any structural parts
             of the Building and not to commit any waste

     (b)     Without prejudice to any other rights of the Landlord in respect
             of areas not included in the Premises not to install or erect any
             exterior lighting shade or awning or place any structure or other
             thing outside the Premises

     (c)     Without prejudice to paragraphs (a) and (b) of this sub-clause
             and subject to the provisos to this paragraph (c) not to make any
             other alteration or addition to the Premises (including all
             electrical and other plant and equipment and the installation and
             removal of demountable partitioning) except:-

             (i)   in accordance with plans and specifications (adequately
                   describing the work in question and the manner in which the
                   work will be carried out) previously submitted at the
                   Tenant's expense in triplicate to and approved by the
                   Landlord (such approval not to be unreasonably withheld or
                   delayed PROVIDED THAT the Landlord shall respond to the
                   Tenant's submission within 10 working days in the case of
                   minor alterations (excluding any alterations which affect
                   any of the Landlord's Services Equipment) and if the
                   Landlord fails to respond within 10 working days as
                   aforesaid it shall be deemed to have accepted such minor
                   alterations AND PROVIDED FURTHER that the initial fitting
                   out of the Premises following the date hereof shall be
                   governed by the Agreement for Initial Alterations

             (ii)  in a manner which shall not materially and adversely affect
                   the Landlord's Services Equipment any Service Media or the
                   provision of any of the Services

             (iii) in accordance with any relevant terms conditions
                   recommendations and regulations of any Public Authority
                   (and in particular in relation to any electrical
                   installation in accordance with the terms and conditions
                   laid down by the Institution of Electrical Engineers and
                   the Regulations of the Electricity Supply

                                           12

<PAGE>


                   Authority) and the insurance company with whom the Premises
                   are for the time being insured and

             (iv)   in a good and workmanlike manner

             PROVIDED ALWAYS THAT subject to clause 4(12)(c)(i):-

             (I)   no such alterations or additions shall be carried out until
                   the Landlord has issued its consent in writing to which the
                   Tenant shall if required join as a party

             (II)  once any such alterations or additions have been carried
                   out the Tenant shall supply to the Landlord as-built plans
                   in triplicate (together with a computer aided design disk
                   and 35 mm slides) showing the works as carried out

     (d)     At the expiry of the Term to remove:-

             (i)   all alterations and additions made to the Premises by the
                   Tenant

             (ii)  all work done in connection with the original fitting out
                   by the Tenant in pursuance of the Agreement for Initial
                   Alterations

             and to restore and make good the Premises in accordance with the
             Reinstatement Specification in a proper and workmanlike manner to
             the condition and design which existed before the alterations or
             additions were made with all services properly sealed off

USE

(13)  Not to use the Premises or any chattels in them:-

     (a)     for any purpose (and not to do anything in or to the Premises)
             which may be or become or cause a nuisance obstruction or damage
             to any person or property

     (b)     for a sale by auction or for any public meeting or for any
             dangerous noxious noisy illegal or immoral trade business or
             activity or for residential purposes and not to use the Common
             Parts for the transaction of any business or

     (c)     (without prejudice to the preceding paragraphs of this sub-clause)
             except for the Permitted Use

SIGNS

(14)         (a) Not to erect any aerial satellite dish sign signboard pole
             antenna wire or other apparatus on the outside of the Building
             save for the right granted pursuant to paragraph 3 of schedule 2

     (b)     Not to affix or exhibit so as to be visible from outside the
             Premises any placard sign notice fascia board or advertisement
             except the approved signs referred to in paragraph 3 of
             schedule 2


                                       13


<PAGE>


ALIENATION

(15) (a)     If the Tenant at any time desires to assign the whole of the
             Premises the Tenant shall first by an irrevocable unconditional
             written notice ("the Tenant's Notice") served upon the Landlord
             offer to surrender or assign this lease upon such financial terms
             and conditions as the Tenant may desire

     (b)     If the Landlord wishes to accept such surrender or assignment it
             shall within twenty-one days of receipt of the Tenant's Notice
             serve a counter-notice ("the Counter-Notice") upon the Tenant
             stating as much

     (c)     If the Landlord serves a Counter-Notice on the Tenant then the
             Tenant shall surrender or assign (at the Landlord's option) the
             Premises to the Landlord (or as the Landlord may direct) within
             six months of receipt of the Counter-Notice either with vacant
             possession or subject only to a permitted underletting and the
             Tenant's liability hereunder shall cease in respect of any
             matters arising following the date of such assignment or
             surrender but without prejudice to any antecedent breaches of
             covenant

     (d)     If the Landlord does not serve a Counter-Notice then the Tenant
             must (if it wishes to assign) complete its assignment on terms
             greater than 95 per cent in value of the terms and conditions
             stipulated in the Tenant's Notice within six months from the date
             of the Tenant's Notice and if the Tenant shall fail to complete
             within such period if it still wishes to assign the whole of the
             Premises it must reinstate the procedure set out in this clause
             4(15)

     (e)     Subject to the foregoing provisions of this sub-clause 4(15) not
             to assign mortgage charge or underlet or in any other manner part
             with possession of any part (being less than the whole) of the
             Premises or agree to do so except that the Tenant may underlet
             the whole of (but not more or less than) any Permitted Part or
             Permitted Parts in accordance with paragraphs (h) and (i) of this
             sub-clause

     (f)     Subject to the foregoing provisions of this sub-clause 4(15) not
             to assign underlet or otherwise part with possession of or the
             whole of the Premises or agree to do so except that the Tenant
             may assign or underlet the whole of the Premises in accordance
             with paragraph (g) or (h) respectively of this sub-clause

(ASSIGNMENT)

     (g)     (i)   Not to assign the whole of the Premises without first
                   obtaining the Landlord's consent issued within 2 months
                   before completion of the assignment which consent shall not
                   be unreasonably withheld or delayed but which may be
                   granted subject to any one or more of the conditions
                   referred to in paragraph (g)(ii) and which may be withheld
                   if any one or more of the circumstances referred to in
                   paragraph (g)(iii) exist

                                        14
<PAGE>


(ii)  The conditions referred to in paragraph (g)(i) (which are specified for
      the purposes of section 19(1A) Landlord and Tenant Act 1927) are:

      AUTHORISED GUARANTEE

      (a)    that the Tenant shall enter into an authorised guarantee
             agreement (as defined in section 16 Landlord and Tenant
             (Covenants) Act 1995) with the Landlord in a form which the
             Landlord reasonably requires

      THIRD PARTY GUARANTEE/RENT DEPOSIT

      (b)    that if so reasonably required by the Landlord the proposed
             assignee shall have procured covenants with the Landlord by a
             guarantor or guarantors (not being the Tenant or any guarantor)
             reasonably acceptable to the Landlord in a form acceptable to the
             Landlord (acting reasonably);

      INTRA GROUP DEALINGS

      (c)    if the proposed assignee is a Group Company the Tenant
             shall have procured either:

             (A)   if the Tenant's obligations under this lease are guaranteed
                   by another Group Company that such Group Company covenants
                   with the Landlord on the same terms (mutatis mutandis) as
                   those contained in clause 10; or

             (B)   if there is no guarantor of the Tenant's obligations
                   under this lease and if the assignee is not at the
                   date of the application for consent to the proposed
                   assignment in the reasonable opinion of the
                   Landlord of financial standing equivalent to or
                   greater than the Tenant at the date of this lease
                   that the proposed assignee procures covenants by a
                   Group Company which is not the Tenant or the
                   proposed assignee and which is in the reasonable
                   opinion of the Landlord of financial standing
                   equivalent to or greater than the Tenant in the
                   same terms (mutatis mutandis) as those contained
                   in clause 10; and

(iii) The circumstances referred to in paragraph (g)(i) (which are specified
      for the purposes of section 19(1A) Landlord and Tenant Act 1927) are:-

      (a)    where the Tenant's solicitors have not given an undertaking to
             the Landlord's solicitors to pay all reasonable legal surveyor's
             and management costs disbursements and VAT arising on the
             application for consent to such assignment whether or not consent
             is

                                         15

<PAGE>


                          granted unless the Landlord unreasonably withholds
                          consent in circumstances where it is required to be
                          reasonable; and/or

                   (b)    where any of the rents and Interim Sum due from the
                          Tenant to the Landlord or the Management Company
                          respectively under this lease remain unpaid at the
                          date of the application for consent to the proposed
                          assignment

(UNDERLETTING)

      (h)   Not to underlet the whole of the Premises or any Permitted Part 
            (each being referred to in this paragraph as the premises) except:-

            (i)   to a person who before the underletting shall have
                  covenanted with the Landlord to observe and perform the
                  Tenant's obligations under this lease during the sub-term
                  to the extent they relate to the premises demised by the
                  underletting (other than the payment of rents) and a
                  covenant not to assign the whole of the premises without
                  the Landlord's consent (which shall not be unreasonably
                  withheld or delayed) and an unqualified covenant not to
                  assign part of the premises or to underlet or otherwise
                  part with possession or share the occupation of the
                  premises or any part of them

            (ii)  by reserving as a yearly rent without payment of a fine or
                  premium (in addition to the service and insurance and other
                  rents payable under this lease except the rent first hereby
                  reserved or (in the case of underletting of a Permitted
                  Part) a pro rata proportion of them) an amount equal to:-

                  (a)    (in the case of an underletting of the Premises) the
                         then open market rack rental value of the Premises

                  (b)    (in the case of an underletting of a Permitted Part) a
                         pro rata proportion of the then open market rack
                         rental value of the Premises

                  the proportion in each case being calculated by reference
                  to the Net Internal Area of the Permitted Part in relation
                  to the Net Internal Area of the Premises, in all cases such
                  rent to be payable by equal quarterly instalments in
                  advance on the usual quarter days and to be approved by the
                  Landlord prior to the underletting (such approval not to be
                  unreasonably withheld or delayed) but the amount of such
                  rent and the approval of the Landlord thereto may not be
                  used as evidence by the Tenant for the purpose of any rent
                  review pursuant to this lease

            (iii)   by a form of underlease:-

                  (a)    by which the principal rent reserved by the
                         underlease is reviewed upwards only at not greater
                         than five year intervals during the sub-term in
                         accordance with the same


                                          16

<PAGE>


                   principles (mutatis mutandis) and at the times as apply to
                   the rent first reserved by this lease

             (b)   requiring the underlessee to observe and perform all- the
                   covenants and other provisions binding on the Tenant under
                   this lease (other than the covenant by the Tenant to pay
                   rents) to the extent they relate to the premises and
                   containing:-

                   (A)    a condition for re-entry by the underlessor on
                          breach of any covenant by the underlessee

                   (B)    a qualified covenant not to assign the whole of the
                          premises and an absolute covenant not to assign part
                          of the premises or to underlet or otherwise part
                          with possession or share the occupation of the
                          premises or any part of them

      (iv)   with the Landlord's consent issued within three months before
             completion of the underletting which consent (subject to
             compliance with the foregoing conditions precedent) shall not be
             unreasonably withheld or delayed

(i)   In relation to an underlease of a Permitted Part:-

      (i)    not to include in the sub-demise any part of the entrance to or
             the reception area of the Premises

      (ii)   to except from the underlease all necessary circulation areas and
             plant and equipment which will serve the Premises in common and
             to reserve a separate service charge rent in respect of their
             maintenance repair and renewal

      (iii)  not as a result of the grant to create or permit the creation of
             more than four separate occupations affecting the whole of the
             Premises (occupations in right of this lease counting as one
             occupation)

      (iv)   not to grant or agree to grant the underlease without providing
             for the exclusion of sections 24 to 28 inclusive of the Landlord
             and Tenant Act 1954 in relation to the underlease in pursuance of
             an Order duly made under section 38(4) of that Act before the
             date of grant

(j)   To enforce the observance and performance by every such underlessee and
      its successors in title of the provisions of the underlease and not
      expressly or impliedly to waive any breach of them nor vary the terms of
      any underlease

(k)   Not to agree any reviewed rent payable under an underlease without the
      Landlord's consent and if the rent review under any underlease is to be
      determined by an independent person not to agree his appointment without
      the Landlord's consent (PROVIDED ALWAYS THAT the Landlord shall not
      unreasonably withhold or delay any consent required under this
      sub-paragraph) and to procure that any representations which


                                           17


<PAGE>


             the Landlord may wish to make in relation to the rent review are
             duly submitted to the independent person and to provide to the
             Landlord promptly on the same becoming available copies of any
             representations made by or on behalf of the Tenant or the
             underlessee in relation to such rent review

(SHARING OCCUPATION)

     (1)     Not to part with or share the occupation of the Premises or any
             part of them except that the Tenant may share occupation with a
             company which is (but only for so long as it remains) either the
             holding company of the Tenant or a majority-owned subsidiary of
             the Tenant or of the Tenant's holding company (as those
             expressions are defined in section 736 Companies Act 1985) so
             long as the Tenant does not grant the person sharing occupation
             exclusive possession (so that such company occupies as licensee
             only without creating any relationship of landlord and tenant)
             nor otherwise transfer or create a legal estate and the Tenant
             shall notify the Landlord of the identity of each company in
             occupation

REGISTRATION

(16) (a)     Within twenty-one days after any disposition or devolution of
             this lease or of any estate or interest in or derived out of it
             to give notice in duplicate of the relevant transaction to the
             Landlord for registration with a certified copy of the relevant
             instrument and to pay to the Landlord a fair and reasonable fee
             for each such registration of not less than twenty five pounds

     (b)     To register with the Landlord particulars of the determination of
             every rent review under any underlease of the Premises within
             fourteen days after the date of determination

PAYMENT OF COST OF NOTICES CONSENTS ETC.

(17)  To pay on demand all reasonable expenses (including counsels'
      solicitors' surveyors' and bailiffs' fees) properly incurred by the
      Landlord in and incidental to:

     (a)     the preparation and service of a notice under section 146 Law of
             Property Act 1925 or in contemplation of any proceedings under
             section 146 or 147 of that Act notwithstanding that forfeiture is
             avoided otherwise than by relief granted by the court and

     (b)     every reasonable step taken during or after the expiry of the
             Term in connection with the enforcement of the Tenant's
             obligations under this lease including the service or proposed
             service of all notices and schedules of dilapidations and

     (c)     every application for consent licence or approval under this
             lease but not if the application is unreasonably refused or
             delayed or granted subject to unreasonable conditions (where such
             consent is not to be unreasonably withheld or delayed)

                                        18
<PAGE>


MACHINERY

(18)  Not to install in the Premises any plant or machinery other than usual
      office equipment without the Landlord's consent which shall not be
      unreasonably withheld PROVIDED ALWAYS THAT no plant or machinery shall
      be installed or operated in the Premises and nothing shall be done or
      omitted in them which may cause:-

      (a)    the efficiency of the heating ventilation air conditioning and
             cooling system installed in the building to be diminished or
             impaired in any way

       (b)    noise dust fumes smell vibration or electrical interference
              affecting or having any other intrusive effect on any other part
              of the Building or other adjoining property or persons outside
              the Premises

OBSTRUCTION/OVERLOADING

(19)  Not to obstruct:-

      (a)    or damage any part of the Building or exercise any of the rights
             granted by this lease in a way which causes nuisance or damage

      (b)    any means of escape

      (c)    or discharge any deleterious matter into

             (i)   any pipe drain or other conduit serving the Premises and
                   (to the extent they lie within the Premises) to keep them
                   clear and functioning properly or

             (ii)  any Service Media

      (d)    or stop-up or darken the windows and other openings of the
             Premises

      nor to overload or cause undue strain to the Service Media or any other
      part of the Building and in particular not to suspend any undue weight
      from the ceilings or walls of the Premises and not to exceed the
      following floor loadings:-

             floor finishings:   :     4 kN/m2 (801bs per sq.ft)

             live load           :     1 kN/m2 (201bs per sq.ft)

      (e)    any requisite notice erected on the Premises including any
             erected by the Landlord in accordance with its powers under this
             lease

PARKING/GOODS DELIVERY

(20)  To ensure that all loading unloading deliveries and despatch of goods is
      carried out only by using the service accesses and goods lifts
      designated by the Landlord for the use of the Premises

PLANNING LAW AND COMPENSATION

(21)  Without prejudice to clause 4(4) at all times during the Term to comply
      with the provisions and requirements of Planning Law relating to or
      affecting

                                         19

<PAGE>


(a)  (i)     the Premises

    (ii)     any operations works acts or things carried out executed done or
             omitted on the Premises

    (iii)    the use of the Premises

    (iv)     the use by the Tenant of (and the exercise of any other rights
             hereunder in respect of) any other parts of the building

(b)   Subject to the provisions of paragraph (c) of this sub-clause as often
      as occasion requires during the Term at the Tenant's expense to obtain
      and if appropriate renew all planning permissions (and serve all
      notices) required under Planning Law in respect of the Premises whether
      for the carrying out by the Tenant of any operations or the institution
      or continuance by the Tenant of any use of the Premises or any part
      thereof or otherwise

(c)   Not without the Landlord's consent (such consent not to be unreasonably
      withheld or delayed) to apply for any planning permission relating to the
      Premises (and not to apply for any such planning permission relating to
      any other part of the Building) but so that subject to compliance with
      paragraph (e) of this sub-clause the Landlord's consent shall not be
      unreasonably withheld or delayed to the making of a planning application
      in respect of the Premises relating to any operations or use or other 
      thing (if any) which assuming it to be implemented in accordance with
      Planning Law would otherwise not be in breach of the provisions of this
      lease

(d)   If the Landlord so requires in connection with any relevant proposal by
      the Tenant to apply for a determination under section 191 or 192 Town
      and Country Planning Act 1990

(e)   If the Landlord consents in principle to any application by the Tenant
      (which it hereby agrees to consider and determine with all due
      expedition) for planning permission to submit a draft of the application
      to the Landlord for its approval and to give effect to its reasonable
      requirements in respect thereof and if and to the extent the Landlord so
      requires to lodge the application with the relevant authority in the
      joint names of the Landlord and the Tenant and in duplicate

(f)   Not to implement any planning permission before the Landlord has
      acknowledged that its terms are acceptable nor before the Landlord has
      received any cash or other security which it reasonably requires for
      compliance with any conditions imposed by the planning permission

(g)   If the Landlord at the Landlord's cost reasonably requires or the Tenant
      desires to lodge and progress diligently an appeal against any refusal
      of an application for planning permission lodged in respect of the
      Premises by the Tenant or by any person claiming under or through the
      Tenant (whether or not lodged in its name alone) the Landlord undertakes
      to cooperate fully with the Tenant in respect of any such appeal unless
      such

                                   20

<PAGE>


             appeal would be likely to have a material and adverse effect on
             the Landlord's interests in the Building

     (h)     Unless the Landlord otherwise directs to complete before the
             expiry of the Term all works on the Premises required as a
             condition of any planning permission implemented by the Tenant or
             by any person claiming under or through it

     (i)     If the Tenant receives or is entitled to receive any statutory
             compensation under any Enactment in relation to its interest in
             the Premises the Tenant shall on any determination of its
             interest prior to the expiry of this lease by effluxion of time
             forthwith make such provision as is just and equitable for the
             Landlord to receive its due benefit from such compensation

INDEMNITY

(22)  To indemnify the Landlord against all expenses proceedings costs claims
      damages demands and any other liability or consequence arising out or in
      respect of any breach of any of the Tenant's obligations under this
      lease (including all costs reasonably incurred by the Landlord in an
      attempt to mitigate any such breach) or of any act omission or
      negligence of the Tenant or any person at the Premises with the Tenant's
      authority

DEFECTIVE PREMISES

(23)  On becoming aware of the same (or when the Tenant ought reasonably to
      have become aware of the same) to give notice forthwith to the Landlord
      of any defect in the Premises which might give rise to:-

     (a)     an obligation on the Landlord to do or refrain from doing anything
             in relation to the Premises or

     (b)     any duty of care or the need to discharge such duty imposed by the
             Defective Premises Act 1972 or otherwise

      and at all times to display and maintain all notices which the Landlord
      may from time to time reasonably require to be displayed at the Premises
      in relation to their state of repair and condition

INSURANCE AND FIRE FIGHTING EQUIPMENT

(24) (a)     Not to do or omit anything by which any insurance policy
             (relevant extracts of which shall have been provided to the
             Tenant) relating to the Building or any part of it becomes void
             or voidable or by which the rate of premium on such policy may be
             increased

     (b)     To comply with all proper requirements of the insurers and to
             provide and maintain unobstructed appropriate operational fire
             fighting equipment and fire notices on the Premises

     (c)     To notify the Landlord forthwith of:-

                                            21
<PAGE>


             (i)   any incidence of any Insured Risk on the Premises and of
                   any other event which ought reasonably to be brought to the
                   attention of insurers and of which the Tenant ought
                   reasonably to be aware

             (ii)  the insurable value of any fixture installed in the
                   Premises by the Tenant or any person claiming under or
                   through the Tenant

     (d)     That if at any time the Tenant or any person claiming under or
             through it shall be entitled to the benefit of any insurance of
             the Premises to cause all money paid under such insurance to be
             applied in making good the loss or damage in respect of which it
             was paid

     (e)     Subject to clause 5(2)(b) if the whole or any part of the
             Building is damaged or destroyed by any of the Insured Risks at
             any time during the Term and the insurance money under any
             insurance policy effected by the Landlord is rendered wholly or
             partially irrecoverable because of some act or default of the
             Tenant or any person deriving title under or through the Tenant
             or their respective servants agents or invitees forthwith to pay
             the Landlord the whole amount of the insurance money so
             irrecoverable

DANGEROUS AND CONTAMINATIVE MATERIALS

(25)  Not to keep place store or use or permit or suffer to be kept placed
      stored or used in or upon or about the Premises any materials substance
      or other thing of a dangerous inflammable combustible explosive
      corrosive or offensive nature or any materials substance or other thing
      which may in any way cause pollution injury or harm by percolation
      corrosion contamination migration release or otherwise on beneath or in
      the vicinity of the Premises

YIELD UP

(26) (a)     At the expiry of the Term to remove all chattels and tenant's 
             fixtures and quietly to yield up the Premises reinstated in 
             accordance with the Reinstatement Specification and restored and 
             made good to the extent required under clause 4(12)(d) and in the 
             state of repair condition decorative order and layout otherwise 
             required by this lease and any licences or consents issued in 
             pursuance of it and to make good any damage so caused in a proper
             and workmanlike manner

     (b)     The Tenant irrevocably authorises the Landlord to remove and
             dispose of any chattels which may be left in the Premises within
             28 days after the Tenant has quit them (without being obliged to
             obtain any consideration for the disposal) and the Tenant
             irrevocably declares that any such chattels will stand abandoned
             by it

REGULATIONS AND COVENANTS

(27)  To comply with:-

             (i)   all reasonable regulations reasonably made by the Landlord
                   from time to time and notified to the Tenant in writing for
                   the good management of the Building PROVIDED ALWAYS THAT
                   no such regulations shall purport to amend the terms
                   expressed in

                                             22

<PAGE>


                         this lease and if there is any inconsistency between
                         the terms of this lease and the regulations the terms
                         of this lease shall prevail

                   (ii)  all covenants stipulations and other matters
                         affecting the Premises and not to interfere with any
                         rights easements or other matters affecting the
                         Premises

SECURITY AND ACCESS

    (28)     To use all reasonable endeavours to ensure that the Tenant's
             visitors to the Premises observe such security regulations which
             may apply to them

HEAD LEASE

      (29) (a)     To observe and perform the covenants and conditions on
                   the part of the lessee contained in the Head Lease so far
                   as they relate to the Premises except the covenant for the
                   payment of rent and except also so far as the obligations
                   relating to insurance fall to be observed and performed by
                   the Landlord pursuant to clause 5(2)

           (b)     Not to do or omit any act or thing which would or might
                   cause the Landlord to be in breach of the Head Lease

SERVICE CHARGE

      (30)   To pay the Service Charge (and VAT thereon) to the Management
             Company at the times and in the manner provided for in clause 6
             and schedule 5 without deduction or set off and to pay the
             Outside Normal Business Hours Charge within 10 days of demand
             (either annually or by monthly instalments) as the Management
             Company shall reasonably determine PROVIDED THAT for the period
             from the date hereof until the earlier of 25th June 1997 and the
             date on which the Tenant commences full beneficial occupation of
             the Premises following the works contemplated by the Agreement
             for Initial Alterations the Service Charge payable by the Tenant
             in any Accounting Period shall not exceed pounds sterling 32,196
             inclusive of VAT and PROVIDED FURTHER that the Service Charge
             payable in respect of the twelve month period from the earlier of
             25th June 1997 and the date on which the Tenant commences full
             beneficial occupation of the Premises following the works
             contemplated by the Agreement for Initial Alterations shall be
             pounds sterling 74,587.40 exclusive of VAT

5.    LANDLORD'S COVENANTS

      The Landlord covenants with the Tenant:

      QUIET ENJOYMENT

      (1)    That if the Tenant observes and performs its covenants contained
             in this lease the Tenant may peaceably hold and enjoy the
             Premises without any lawful interruption by the Landlord or any
             person rightfully claiming through under or in trust for it


                                        23

<PAGE>


INSURANCE

(2)  (a)     To keep the Building (except all tenants' plant and equipment
             and trade fixtures) insured against the Insured Risks in the full
             current replacement cost

     (b)     to use reasonable endeavours to procure that the interest of the
             Tenant is noted on the insurance policy and to use reasonable
             endeavours to further procure that the insurers waive any rights
             of subrogation against the Tenant (or any lawful subtenant
             occupier or invitee) and the Landlord will notify the Tenant if
             it is unable so to procure and will duly consider the
             representations of the Tenant regarding alternative insurers who
             may be prepared to procure that the insurers waive any subrogation
             rights and/or note the interest of the Tenant and will also permit
             the Tenant to make representations to the insurers regarding the
             noting of the Tenant's interest and/or waiver of rights of
             subrogation

     (c)     On request to supply the Tenant (but not more frequently than once
             in any period of twelve months) with evidence of such insurance

     (d)     If and whenever during the Term the Building (except as aforesaid)
             is damaged or destroyed by an Insured Risk and to the extent that
             payment of the insurance monies is not refused because of any act
             neglect default or omission of the Tenant or of any person
             deriving title under or through the Tenant or their respective
             servants agents and invitees subject to clause 5(2)(b) above the
             Landlord will with all convenient speed take the necessary steps
             to obtain any requisite planning permissions and consents
             and if they are obtained to lay out the money received from the
             insurance of the Building (except sums in respect of public
             liability and employer's liability and loss of rent) towards
             replacing (but not necessarily in facsimile reinstatement) the
             damaged or destroyed parts (except as aforesaid) and in the case
             of the Premises to the Reinstatement Specification as soon as
             reasonably practicable (and the Landlord shall keep the Tenant
             informed of progress of any such insurance claims and the
             Landlord's proposals for compliance with this provision) PROVIDED
             ALWAYS THAT the Tenant shall have no claim against the Landlord
             under this clause 5(2)(c) in respect of the manner of replacement
             of the interior of any Lettable Unit other than the Premises or
             any alteration to the Common Parts and PROVIDED FURTHER THAT the
             Landlord shall not be liable to carry out the replacement if it
             is unable (having used all reasonable endeavours) to obtain every
             planning permission and consent necessary to execute the relevant
             work in which event the Landlord shall be entitled to retain all
             the insurance money received by it and if the Landlord so retains
             the insurance money the Tenant shall be entitled to determine this
             lease on not less than one month's prior written notice

      (e)    In the event that the Premises have not been reinstated to the
             Reinstatement Specification or essential means of access thereto
             within the Building is not available in the circumstances
             contemplated in subclause 5(2)(d) by the date five years and
             eleven months following the date of such damage or destruction by
             an Insured Risk the Tenant may

                                             24

<PAGE>


             determine this lease on not less than one month's prior written
             notice such notice to be served (if at all) within one month
             after expiry of such five years and eleven months period

HEAD LEASE

(3)   (a)    To pay the rents reserved by the Head Lease and to perform so far 
             as the Tenant is not liable for such performance under the terms 
             of this lease but so far only as to preserve the existence of this
             lease the covenants and conditions on the part of the lessee 
             contained in the Head Lease

      (b)    On the request and at the reasonable expense of the Tenant to
             take all reasonable steps to enforce the covenants on the part of
             the Superior Landlord contained in the Head Lease

      (c)    To take all reasonable steps at the Tenant's reasonable expense
             (to the extent possible under the Head Lease) to obtain the
             consent of the Superior Landlord wherever the Tenant makes
             application for any consent required under this lease where the
             consent of both the Landlord and the Superior Landlord is needed
             by virtue of this lease and the Head Lease

ELECTRICITY PROVISION

(4)   Subject to clause 7(3) to use all reasonable endeavours to provide or
      procure the provision of electricity to the Premises to the extent
      necessary to meet the requirements of the Tenant having regard to the
      overall electricity services design standards for the Building as a
      whole and to all relevant statutory provisions from time to time
      regulating the supply and utilisation of electricity and the terms and
      conditions relative thereto from time to time imposed by the electricity
      provider chosen by the Landlord

MANAGEMENT COMPANY ACCESS

(5)   To allow the Management Company such rights over the Building as it
      requires from time to time for the due and proper provision of the
      Services

VAT INDEMNITY

(6)   The provisions of schedule 8 shall apply in relation to VAT liability on
      the rent first reserved and:-

      (a)    Whenever VAT is properly chargeable in respect of any supply made
             hereunder by the Landlord to the Tenant the Landlord shall no
             later than thirty days after the due date for payment in respect
             of such supply issue a valid VAT invoice or audit note (as the
             case may be to the Tenant)

      (b)    Subject to (6)(c) below all consideration payable by the Landlord
             to the Tenant shall be exclusive of VAT which the Landlord shall
             pay in addition on production of a valid VAT invoice

      (c)    The capital sum referred to in clause 3 above shall be inclusive
             of VAT save that if the Landlord is at any stage able to-recover
             such VAT the Landlord shall pay to the Tenant a further amount
             equal to VAT on the capital sum

                                        25


<PAGE>


      NAMING RIGHTS

      (7)    The Landlord shall only name the Building in accordance with its
             postal address from time to time

      NOTIFICATION OF NOTICES

      (8)    The Landlord will inform the Tenant as soon as reasonably
             practicable but in any event within 5 working days of receipt of
             the same of any notice served by the Superior Landlord alleging a
             breach of the Head Lease which would threaten the existence of
             this lease

6.    PROVISION OF SERVICES

      The Management Company covenants with the Tenant to use all reasonable
      endeavours:-

      (1)    Well and substantially to repair and properly clean and decorate
             the structure of the Building (including the structure of the
             roofs foundations external and internal walls and columns and
             structural slabs of the ceilings and floors) the external
             surfaces of the Building (including the whole of the glazing
             within the external walls of the Building) and the Common Parts
             and (where consistent with an obligation to repair) to replace
             the same

      (2)    To keep the Service Media designed for common or general use and
             the Landlord's Services Equipment in good and substantial repair
             and in clean condition and at all times in good and safe working
             order

      (3)    To keep the lifts in the Building clean and in good and
             substantial repair and condition and at all times in good and
             safe working order

      (4)    Provide heat and air conditioning and chilled water to the
             Premises (subject to the Tenant paying Outside Normal Business
             Hours Charge in relation to the provision of such services
             outside Normal Business Hours) such heat being sufficient to
             maintain an air temperature in the Premises measured at the main
             trunk connections to the floor as follows:

             Air Conditioning and Heating

                  Design Parameters:

                  External Conditions:

                         Summer    29 Degrees Celsius DB 20 Degrees Celsius WB

                         Winter    -4 Degrees Celsius DB 100% relative humidity

             Internal Conditions Office

             Accommodation -

                         Summer    22 Degrees Celsius DB + 1 Degree Celsius

                         Winter    20 Degrees Celsius DB minimum

             Humidity Office Accommodation -

                                    26

<PAGE>


                    Summer                50% +/- 10%

                    Winter                 50%+/- 10%



(5)   To ensure that the Common Parts are at all times kept clean tidy and
      unobstructed

(6)   Subject to clause 7(3) and clause 7(6) to provide or procure the
      provision of electricity to the Premises and each and every part thereof
      designed to receive the same to the extent necessary to meet the
      reasonable requirements of the Tenant and other lawful occupiers of the
      Premises

(7)   To comply with the requirements of any statute (already or in the future
      to be passed) or any government department local authority other public
      or competent authority or court of competent jurisdiction relating to the
      Building or any part for which any tenant or occupier of the Building is
      not directly or exclusively liable

(8)   To ensure that at all times (meaning for the avoidance of doubt 24 hours
      a day during the Term) there are both such security officers at and
      patrolling the Building as is reasonably appropriate for premises of the
      same size and nature as the Building and that the main reception to the
      Building is properly and adequately manned

(9)   To provide or procure the provision of:-

      (a)    the Services during Normal Business Hours; and

      (b)    such of the Services outside Normal Business Hours as in the
             Management Company's reasonable discretion are appropriate to
             provide to a high class office building in the City of London
             outside Normal Business Hours; and

      (c)    such of the Services outside Normal Business Hours as the Tenant
             shall previously request (but subject to the Tenant being
             responsible for the Outside Normal Business Hours Charge)

      (having regard in all cases to and in accordance with the overall design
      standards for the Building as a whole and subject to the limitations
      contained in Clause 7(6)) in an efficient and economic manner and in
      accordance with good estate management provided that the Management
      Company shall be entitled to employ such managing agents professional
      advisers contractors and other persons as it shall from time to time
      reasonably think fit for the purpose of the performance of the Services

PROVIDED THAT the Management Company shall not be liable for:-

(without prejudice to the provisions of clause 7(3)) any closure of any of the
Common Parts or interruption in the provision of the Services or stoppage or
severance affecting any of the Service Media or any interruption to the supply
of electricity to the Premises or the Common Parts or temporary closure or
diversion of any of the Common Parts or Service Media by reason of necessary
inspection repair maintenance or replacement thereof or any part thereof or
any plant machinery equipment installations or apparatus used in connection
therewith or damage thereto or destruction thereof by any risk

                                   27

<PAGE>


      (whether or not an Insured Risk) or by reason of electrical mechanical
      or other defect or breakdown or frost or other inclement conditions or
      shortage of fuel materials supplies or labour or whole or partial
      failure or stoppage of any mains supply due to any circumstances beyond
      the control of the Management Company PROVIDED ALWAYS that the
      Management Company shall use all reasonable endeavours to minimise the
      adverse effects of any such circumstances and to remedy any such
      interruption closure or diversion as soon as reasonably practicable
      PROVIDED FURTHER that in the event of the Landlord or the Management
      Company being unable to provide air conditioning or electricity to the
      Premises in such circumstances the Tenant shall be entitled to carry out
      (the Landlord and Management Company affording the Tenant reasonable
      access to do so) all necessary remedial works to such electricity or air
      conditioning PROVIDED THAT:

      (a)    the Tenant shall carry out such works in a good and workmanlike
             manner and make good all damage caused causing as little
             inconvenience to the Landlord Management Company and other
             tenants as reasonably practicable

      (b)    the Landlord or the Management Company shall be responsible for
             the costs of the Tenant in carrying out such remedial works when
             such works are being carried out as a consequence of any breach
             of the Landlord's or Management Company's covenants hereunder

7.    PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED THAT:-

      FORFEITURE AND RE-ENTRY

      (1)    Without prejudice to any other remedies and powers contained in
             this lease or otherwise available to the Landlord if

             (a)   the whole or part of the rents shall be unpaid for
                   twenty-one days after becoming payable (whether or not
                   formally demanded) or

             (b)   any of the Tenant's covenants in this lease are not
                   performed or observed in the manner and at the times
                   herein specified or

             (c)   the guarantee granted by the Guarantor or any other
                   guarantor of the Tenant's obligations is or becomes
                   unenforceable (in whole or in part) for any reason
                   whatsoever and no suitable alternative security is provided
                   to the Landlord within a period of one month or

             if the Tenant (or if more than one person any one of them):-

             (d)   being a company enters into liquidation whether voluntarily
                   (except for reconstruction or amalgamation of a solvent
                   company) or compulsorily or has a provisional liquidator or
                   a receiver (including an administrative receiver) appointed
                   or its directors pass a resolution to petition for an
                   administration order or one or more of them swears an
                   affidavit in support of such a petition or is the subject
                   of an administration order or a petition for one or of a
                   voluntary arrangement or a proposal for one under Part I
                   Insolvency Act 1986

             (e)   being a company incorporated outside the United Kingdom is
                   the subject of any proceedings or event analogous to those
                   referred to in clause 7(1)(d) in the country of its
                   incorporation


                                       28
<PAGE>


     (f)     being an individual is the subject of a bankruptcy petition or
             bankruptcy order or of any application or order or appointment
             under section 253 or section 273 or section 286 Insolvency Act
             1986 or otherwise becomes bankrupt or insolvent or dies

      the Landlord may at any time thereafter (and notwithstanding the waiver
      of any previous right of re-entry) re-enter the Premises without
      prejudice to the Tenant's right to relief against forfeiture whereupon
      this lease shall absolutely determine but without prejudice to either
      partys right of action against the other in respect of any antecedent
      breach of the covenants in this lease

LETTING SCHEME USE AND EASEMENTS

(2)   No letting or building scheme exists or shall be created in relation to
      the Building and (subject only to those easements expressly granted by
      this lease) neither the Tenant nor the Premises shall be entitled to any
      easement or quasi-easement whatsoever and nothing herein contained or
      implied shall give the Tenant the benefit of or the right to enforce or
      to have enforced or to prevent the release or modification of any right
      easement covenant condition or stipulation enjoyed or entered into by
      any tenant of the Landlord in respect of property not demised by this
      lease or prevent or restrict the development or use of the remainder of
      the Building or any other land

COMMON PARTS AND SERVICE MEDIA

(3)   Subject always to the rights of the local authority the relevant supply
      authorities and any other competent authority the Common Parts and the
      Service Media are at all times subject to the exclusive control and
      management of the Landlord who may from time to time (if it shall be
      necessary or reasonable to do so for the benefit of the Building or
      otherwise in keeping with the principles of good estate management)
      alter divert substitute stop up or remove any of them (leaving available
      for use by the Tenant reasonable and sufficient means of access to and
      egress from and servicing for the Premises)

SERVICE OF NOTICES

(4)  (a)     In addition to any other mode of service any notices to be served
             under this lease shall be validly served if served in accordance
             with section 196 Law of Property Act 1925 as amended by the
             Recorded Delivery Service Act 1962 or (in the case of any notice
             to be served on the Tenant) by sending it to the Tenant at the
             Premises PROVIDED THAT whilst the Tenant hereunder is Donaldson
             Lufkin & Jenrette International Limited such notice shall also be
             served on the offices for the time being of SJ Berwin & Co
             (attention: Edward Page) or such other firm of solicitors
             notified in writing to the Landlord and 277 Park Avenue New York
             New York 10172

     (b)     If the Tenant or any guarantor comprises more than one person it
             shall be sufficient for all purposes if notice is served on one
             of them but a notice duly served on the Tenant will not need to
             be served on any guarantor

                                       29

<PAGE>


RENT CESSER

(5)   If and whenever during the Term:-

      (a)    the Premises (other than the Tenant's plant and equipment and
             tenant's fixtures) or the means of access to the Premises within
             the Building are damaged or destroyed by any of the Insured Risks
             so that the Premises are incapable of beneficial occupation and
             use and

      (b)    subject to clause 5(2)(b)the insurance of the Building or the
             payment of any insurance money has not been vitiated by the act
             neglect default or omission of the Tenant or of any person
             deriving title under or through the Tenant their respective
             servants agents and invitees

      the rent first reserved by this lease and the Service Charge or a fair
      proportion of them according to the nature and extent of the damage
      sustained shall be suspended and cease to be payable from the date of
      destruction or damage until whichever is the earlier of the date on
      which the Premises are reinstated to the Reinstatement Specification and
      if applicable the essential means of access within the Building are
      available and the date of expiry of the period for which insurance of
      loss of rent is effected and any dispute about such suspension shall be
      referred to the award of a single arbitrator to be appointed in default
      of agreement on the application of the Landlord or the Tenant to the
      President for the time being of The Royal Institution of Chartered
      Surveyors in accordance with the Arbitration Acts 1950 and 1979

LANDLORD'S LIABILITY

(6)   The Landlord shall not be liable for (without prejudice to the
      provisions of clause 7(3)) any closure of any of the Common Parts or
      stoppage or severance affecting any of the Service Media or any
      interruption to the supply of electricity to the Premises or temporary
      closure or diversion of any of the Common Parts or Service Media by
      reason of necessary inspection repair maintenance or replacement thereof
      or any part thereof or any plant machinery equipment installations or
      apparatus used in connection therewith or damage thereto or destruction
      thereof by any risk (whether or not an Insured Risk) or by reason of
      electrical mechanical or other defect or breakdown or frost or other
      inclement conditions or shortage of fuel materials supplies or labour or
      whole or partial failure or stoppage of any mains supply due to any
      circumstances beyond the control of the Landlord PROVIDED ALWAYS that
      the Landlord shall use all reasonable endeavours to minimise the adverse
      effects of any such circumstances and to remedy any such interruption
      closure or diversion as soon as reasonably practicable PROVIDED FURTHER
      that in the event of the Landlord or the Management Company being unable
      to provide air conditioning or electricity to the Premises in such
      circumstances the Tenant shall be entitled to carry out (the Landlord
      and Management Company affording the Tenant reasonable access to do so)
      all necessary remedial works to such electricity or air conditioning
      PROVIDED THAT:

(a)   the Tenant shall carry out such works in a good and workmanlike manner
      and make good all damage caused causing as little inconvenience to the
      Landlord Management Company and other tenants as reasonably practicable)

                                      30


<PAGE>


(b)   the Landlord or the Management Company shall be responsible for the
      costs of the Tenant in carrying out such remedial works when such works
      are being carried out as a consequence of any breach of the Landlords or
      Management Company's covenants hereunder

ARBITRATION FEES

(7)   The fees of any arbitrator incurred in any arbitration proceedings
      arising out of this lease may be paid to the arbitrator by the Landlord
      or by the Tenant notwithstanding any direction or prior agreement as to
      liability for payment and any sums so paid for which the party who pays
      them initially is not ultimately liable shall be repayable on demand by
      the party who is liable for them

RENT REVIEW MEMORANDUM

(8)   Forthwith after every agreement or determination of any increase in the
      amount of the rent reserved and made payable by virtue of schedule 4 a
      memorandum recording the increase shall be attached to this lease and to
      the counterpart and such memorandum shall be signed by or on behalf of
      the Landlord and the Tenant respectively

NO WARRANTY AS TO USE

(9)   Nothing contained in this lease shall constitute or be deemed to
      constitute a warranty by the Landlord that the Premises are authorised
      under Planning Law to be used or are otherwise fit for any specific
      purpose

DISPUTES

(10) (a)     Any dispute between the Tenant and any other tenant or occupier
             of any part of the Building relating to any easement or right
             affecting the Building or any part of it shall (unless the
             Landlord shall by notice to the parties concerned renounce its
             power to determine it) be referred to the Landlord whose decision
             acting reasonably (acting in the capacity of an expert) shall be
             binding upon the parties to the dispute but the Landlord shall
             give written reasons for his decision

     (b)     Where any issue (other than one relating to a rent review)
             arising out of or under or relating to the Head Lease which also
             affects or relates to the provisions of this lease is to be
             determined as provided in the Head Lease the determination of
             such issue pursuant to the provisions of the Head Lease shall be
             binding on the Tenant as well as the Landlord for the purposes
             both of the Head Lease and this lease

COMPENSATION

(11)  Except where any Enactment prohibits the right to compensation being
      reduced or excluded by agreement, neither the Tenant nor any occupier of
      the Premises shall be entitled on quitting them to claim from the
      Landlord any compensation under the Landlord and Tenant Act 1954


                                   31
<PAGE>


      RATEABLE VALUE APPEALS

    (12)   (a)     If the Landlord or the Tenant intends to make a
                   proposal to alter the entry for the Premises in the local
                   non-domestic rating list it shall notify the other party of
                   its intention and shall incorporate in the proposal such
                   proper and reasonable representations as may be made by or
                   on behalf of that party

           (b)     The Tenant shall not agree the level of rates liability
                   attributable to the Premises following the date hereof
                   without the Landlord's consent (such consent not to be
                   unreasonably withheld or delayed) PROVIDED that for
                   the avoidance of doubt the Landlord shall not be entitled to
                   refuse its consent to any level of rates which the Tenant
                   has negotiated with the appropriate rating authority which
                   is lower than any level of rates negotiated by or on behalf
                   of the Landlord in respect of the Building on a pro rata
                   basis

      NO WARRANTY AS TO SECURITY

      (13)   Nothing contained in this lease (and no exercise of any of the
             Landlord's powers under this lease) shall constitute or be deemed
             to constitute a warranty by the Landlord that the Premises shall
             be kept secure or that any security service to the Common Parts
             shall be effective

      JURISDICTION

      (14)   This lease shall be governed by and construed in all respects in
             accordance with the law of England and for the benefit of the
             Landlord the English courts shall have exclusive jurisdiction in
             relation to disputes arising under or connected with this lease
             and the Tenant agrees that any process may be served on it by
             leaving a copy of the relevant document at the Premises provided
             however that the Landlord shall retain the right at its sole
             election to sue the Tenant elsewhere including in the courts of
             the Tenant's domicile

      OVERRIDING LEASE

      (15)   If at any time during the Term the Landlord shall grant a tenancy
             of the reversion immediately expectant on the determination of
             this lease whether pursuant to Section 19 Landlord and Tenant
             (Covenants) Act 1995 or otherwise any covenant on the part of the
             Tenant to obtain the consent of the Landlord under this lease to
             any dealing shall be deemed to include a further covenant also to
             obtain the consent of the lessor under such tenancy to such
             dealing

8.    LANDLORD'S GUARANTOR

      (1)    The Landlord's Guarantor at the request of the Landlord and in
             consideration of the Tenant agreeing to take this lease covenants
             and agrees with the Tenant that all of the Landlord's obligations
             contained in this lease will be performed and observed in the
             manner and at the times herein specified and that if there is
             default in performing and observing any of the Landlord's
             obligations (notwithstanding any time or indulgence granted by
             the Tenant to the Landlord or compromise, neglect or
             forbearance on the part of the Tenant in enforcing the observance
             of the Landlord's obligations in this lease) the Landlord's
             Guarantor


                                   32
<PAGE>


             will observe and perform (or procure the performance and
             observance of) the obligations in respect of which the Landlord
             shall be in default

      (2)    The Landlord's Guarantor at the request of the Management Company
             and in consideration of the Tenant agreeing to pay the Service
             Charge covenants and agrees with the Tenant that all of the
             Management Company's obligations contained in this lease will be
             performed and observed in the manner and at the times herein
             specified and that if there is default in performing and observing
             any of the Management Company's obligations (notwithstanding any
             time or indulgence granted by the Tenant to the Management Company
             or compromise, neglect or forbearance on the part of the Tenant in
             enforcing the observance of the Management Company's obligations
             in this lease) the Landlord's Guarantor will observe and perform
             (or procure the performance and observance of) the obligations in
             respect of which the Management Company shall be in default

9.    TENANT'S OPTION TO DETERMINE

      (1)    The Tenant may (subject to compliance with the provisions of this
             clause) determine this lease as at 24th October 2008

      (2)    If the Tenant wishes so to determine the Tenant shall give to the
             Landlord the Termination Notice such notice to expire on 24th
             October 2008

      (3)    If the Tenant duly serves the Termination Notice it shall procure
             that vacant possession of the Premises will be available on
             24th October 2008 free of occupation by and of any estate or
             interest rested in the Tenant or any third party and this lease
             shall not determine as a result of any notice served by the
             Tenant if the Tenant is in material breach of any of its covenant
             to pay the rents and Interim Sum contained in this lease
             (including those contained in this sub-clause) as at
             24th October 2008 except to the extent if at all the Landlord in
             its absolute discretion waives compliance with any of them

10.   GUARANTEE AND GUARANTOR'S INDEMNITY

      The Guarantor at the request of the Tenant and in consideration of the
      grant of this lease covenants and agrees with the Landlord and during
      the Term and any period of holding over continuation or extension
      thereof whether by an Enactment common law or otherwise (subject to
      clause 4(15)):-

      (1)    The rents reserved by this lease (whether or not ascertained as
             to amount) will be duly paid and that all the Tenant's
             obligations contained in it will be performed and observed in the
             manner and at the times herein specified and that if there is any
             default in paying the rents or in performing and observing the
             Tenant's obligations (notwithstanding any time or indulgence
             granted by the Landlord to the Tenant or compromise neglect or
             forbearance on the part of the Landlord in enforcing the
             observance and performance of the Tenant's obligations in this
             lease or any refusal by the Landlord to accept rents tendered by
             or on behalf of the Tenant) the Guarantor will observe and
             perform the obligations in respect of which the Tenant shall be
             in default and will on demand and on a full indemnity basis pay
             to the Landlord an amount equivalent to the rents or other
             amounts not paid and/or any loss damage costs charges expenses or
             any other liability incurred or suffered by the Landlord as a
             result of the default (and in the event of non-payment shall pay
             interest at the Interest Rate from the date of demand to the

                                        33

<PAGE>


      Guarantor until the date of payment) and will otherwise indemnify and
      hold harmless the Landlord against all actions claims costs damages
      demands expenses losses and proceedings arising from or incurred by the
      Landlord as a result of such non-performance or non-observance

(2)   If any liquidator or other person having power to do so disclaims this
      lease or if it shall be forfeited or if the Tenant ceases to exist and
      if the Landlord by written notice served within three months after the
      date of disclaimer or forfeiture or the Landlord having actual knowledge
      of the cesser of existence of the Tenant (each a "Trigger Event")
      requires the Guarantor to accept a lease of the Premises for a term
      computed from the date of the Trigger Event to the date on which the
      Term would have expired by effluxion of time and at the same rents and
      subject to the same covenants stipulations conditions and provisions
      (except that the Guarantor shall not be required to procure that any
      other person is made party to that lease as guarantor) as are reserved
      by and contained in this lease immediately before the Trigger Event and
      with coincidental Review Dates (the said new lease and the rights and
      liabilities thereunder to take effect as from the date of such Trigger
      Event) the Guarantor shall forthwith accept such lease accordingly and
      execute and deliver to the Landlord a counterpart of it and indemnify
      the Landlord upon demand against the costs incurred on the grant of the
      new lease

(3)   The liability of the Guarantor hereunder shall not be released reduced
      affected or prejudiced by reason of:-

      (a)    any variation or waiver of or addition to the terms of this lease 
             or any of them agreed between the Landlord and the Tenant or

      (b)    the surrender by the Tenant of part of the Premises (in which
             event the liability of the Guarantor shall continue in relation
             to the Tenant's obligations in respect of the part of the
             Premises not so surrendered) or

      (c)    any legal limitation immunity disability incapacity occurrence of
             insolvency or the winding-up of the Tenant or

      (d)    (without limitation to the foregoing) of any other act or thing
             act or thing by which (but for this provision) the Guarantor
             would have been discharged or released (in each case in whole or
             in part) from liability under this guarantee and indemnity

      or any combination of any two or more of such matters

(4)   If a Trigger Event occurs and for any reason the Landlord does not
      require the Guarantor to accept a new lease of the Premises in
      accordance with clause 8(2) the Guarantor shall pay to the Landlord on
      demand (in addition to any other loss damage costs charges expenses or
      other liability which the Guarantor may be required to make good
      hereunder and without prejudice to any other rights of the Landlord) an
      amount equal to the rents which would have been payable hereunder but
      for such Trigger Event (so far as such rents do not otherwise continue
      to be payable) for the period commencing on the date of such Trigger
      Event and ending on whichever is the earlier of the date one year after
      the date of such Trigger Event and the date (if any) upon which rent is
      first payable in respect of the whole of the Premises on a reletting
      thereof

                                   34
<PAGE>


(5)   Without prejudice to the rights of the Landlord against the Tenant the
      Guarantor shall be a principal obligor in respect of its obligations
      under this clause and not merely a surety and accordingly the Guarantor
      shall not be discharged nor shall its liability hereunder be affected by
      any act or thing or means whatsoever by which its said liability would
      not have been discharged if it had been a primary debtor

(6)   The Guarantor shall pay all reasonable charges (including legal and
      other costs on a full indemnity basis) incurred by the Landlord in
      relation to the Landlord's enforcement of this guarantee and indemnity
      against the Guarantor or for enforcing payment by the Guarantor of
      amounts indemnified by it hereunder

(7)   The Landlord may at its option enforce the terms of this guarantee and
      indemnity against the Guarantor without having first enforced the
      covenants and terms of this lease against the Tenant and also without
      first having recourse to any other rights or security which the Landlord
      may have obtained in relation to this lease

(8)   The Guarantor shall not be entitled to participate in any security held
      by the Landlord in respect of the obligation of the Tenant under this
      lease or to any right of subrogation in respect of any such security
      until all the obligations owed to the Landlord by the Tenant and the
      Guarantor hereunder have been fully and unconditionally fulfilled and
      discharged

(9)   The Guarantor shall not claim in any liquidation bankruptcy composition
      or scheme of arrangement in respect of the Tenant in competition with
      the Landlord and if and to the extent that it receives the same shall
      remit to (and until remission shall hold in trust for) the Landlord all
      and any monies received from any liquidator trustee receiver or out of
      any composition or arrangement or from any supervisor thereof until all
      the obligations of the Tenant and the Guarantor hereunder owed to the
      Landlord have been fully and unconditionally fulfilled and discharged

(10)  This guarantee and indemnity shall enure for the benefit of the
      Landlord's successors in title under this lease without the necessity
      for any assignment thereof

(11)  While Donaldson, Lufkin & Jenrette International Limited remains the
      Tenant this guarantee and indemnity shall only apply if and for so long
      as the total shareholders funds and reserves of Donaldson, Lufkin &
      Jenrette International Limited are or fall below the value of Fifty
      million pounds (pounds sterling 50,000,000) AND Donaldson, Lufkin &
      Jenrette International Limited and Donaldson, Lufkin & Jenrette Inc.
      shall notify the Landlord at the beginning of each period in which
      this guarantee and indemnity applies and again when it ceases to apply
      AND for the avoidance of doubt this guarantee (subject to compliance by
      the Tenant with clause 4(15)) shall automatically cease on any lawful
      assignment of this lease (but without prejudice to either party's
      rights against the other in respect of any antecedent breaches of this
      lease) unless in the circumstances contemplated by clause 4(15)(g)(ii)(b)
      it is reasonable for Donaldson Lufkin & Jenrette Inc. to remain the
      guarantor hereunder of the liabilities of Donaldson, Lufkin & Jenrette
      International Limited PROVIDED FURTHER that Donaldson, Lufkin & Jenrette
      Inc shall in such circumstances automatically be released on a second
      assignment of this lease

                                   35 
<PAGE>


11.   STAMP DUTY CERTIFICATE

      It is hereby certified that there is no agreement for lease to which
this lease gives effect

IN WITNESS whereof this Deed has been executed by the parties hereto and is
intended to be and is hereby delivered on the date first above written

                                   36
<PAGE>


                                   SCHEDULE 1

                                 (THE PREMISES)

ALL THOSE office premises situate on the twenty-second floor and being part of
the Building which are shown on the Plans and thereon verged red for
identification purposes only ALL which premises include:-

(a)   the plaster linings and other interior coverings and facing materials of
      all walls and of any columns within or bounding the said premises

(b)   the screed the raised floor the fixed and unfixed floor coverings and
      all materials lying between the upper surface of the structural floor
      slab and the raised floor surface

(c)   the ceilings including all materials forming part of them lying and the
      void space (if any) above such ceilings but below the lower surface of
      the structural ceiling slab

(d)   all non-load bearing walls lying within the said premises

(e)   all plant and other apparatus and conducting media which are designed to
      serve the said premises exclusively including any which the Landlord may
      permit under clause 4(14) and whose operation does not have any impact
      on the central building systems

(f)   the following items supplied and fitted by the Landlord:-

      (i)    venetian horizontal perforated blinds on the inside of the
             external windows of the Premises

      (ii)   electricity check meter

but exclude:-

(i)   all Service Media and Landlord's Services Equipment and

(ii)  the load bearing structure of the Building including the load bearing
      structure of the roofs foundations external and internal walls and
      columns and the structural slabs of the ceilings and floors and

(iii) the external surfaces of the Building and the whole of the window
      glazing and window frames and other fenestration units constructed in
      the external walls and in the other boundaries of the said premises

                                   SCHEDULE 2

                         (EASEMENTS AND RIGHTS GRANTED)

1.    The right in connection with the Permitted Use subject to the provisions
      of clause 7(3) and subject to compliance with all reasonable rules and
      regulations in connection with the exercise of such right as may be
      prescribed from time to time by the Landlord:-

      (1)    for the Tenant its employees servants and duly authorised agents
             invitees and visitors for the purpose only of ingress and egress
             to and from the Premises to use the Common Parts and to use all
             means of escape but only when needed in an emergency and

      (2)    to use the Service Media

                                   37
<PAGE>


2     The right of support shelter and protection for the Premises from any
      adjoining or neighbouring parts of the Building as enjoyed by the
      Premises at the date of this lease

3.    The right to have displayed the name or trading style of the Tenant and
      any authotised sub-tenants or permitted occupiers (subject to a maximum
      of four names at any particular time) on the signboard in the entrance
      lobby of the Building provided by the Landlord pursuant to paragraph 14
      of Part I of schedule 6 and the right to install a sign displaying the
      name of the Tenant at the entrance to the Premises the precise location
      size and style of such sign to be subject to the approval of the
      Landlord (such approval not to be unreasonably withheld or delayed)

4     The right to install a supplementary air conditioning system and UPS
      within the 14th floor plant area in the Building in a manner and in a
      location to be approved by the Landlord such approval not to be
      unreasonably withheld or delayed (in accordance with the provisions of
      clause 4(12)) and a right of access to such 14th floor plant area at all
      reasonable times on reasonable prior notice (save in the case of
      emergency) for repair and maintenance and PROVIDED that on determination
      of the Term the Tenant shall remove any such installation and reinstate
      the plant room area to the reasonable satisfaction of the Landlord
      (making good all damage caused in such removal)

5.    The right to use and to have reasonable access for repair and
      maintenance (on reasonable prior written notice to the Landlord) those
      works or installations within or on the Building (but outside the
      Premises) for which consent has been given pursuant to the Agreement for
      Initial Alterations

6.    The exclusive right to use the lavatories on the same floor as the
      Premises subject to free access for the tenant of the 21st floor unless
      the tenant of the 21st floor has agreed to forego the right of access
      subject to the Tenant being responsible for all elements of Service Cost
      relating to such toilets should any other tenant of accommodation in the
      Building object to meeting any proportion of Service Cost in relation to
      such facilities (on the basis of such exclusive use)

                                   SCHEDULE 3

                          (EXCEPTIONS AND RESERVATIONS)

1.    The right to build alter or extend (whether vertically or laterally) any
      building notwithstanding that the access of light and air or either of
      them to the Premises and the lights windows and openings thereof may be
      affected

2.    The right at reasonable times on reasonable prior written notice (except
      in an emergency where no notice need be given) to enter upon the
      Premises as often as may be necessary for the purpose of complying with
      the covenants of the Head Lease for all the purposes for which the
      Tenant covenants in this lease to permit entry and for all purposes in
      connection with the carrying out of the Services and for the purposes of
      complying with any statutory requirements

3     The right to use and to construct inspect maintain repair divert and
      otherwise alter stop up and relay and to make connections to any Service
      Media in on or under the Premises at any time during the Term for the
      benefit of any other part of the Building or any adjacent or
      neighbouring land

                                   38
<PAGE>


4.    The right to erect and maintain scaffolding on or against any part of
      the Building so long as reasonable and sufficient means of access to and
      egress from and servicing the Premises are maintained

5.    All rights of light air and other easements and rights (but without
      prejudice to those expressly granted by this lease) enjoyed by the
      Premises from or over any other part or parts of the Building or any
      adjacent or neighbouring land

6.    The right of support protection and shelter for the benefit of other
      parts of the Building from the Premises

7.    The right for one or more members of any security staff employed by the
      Landlord or its agents at any time or times on reasonable prior notice
      (save in the case of emergency where no notice is required) to enter the
      Premises if it shall be considered necessary or desirable so to do in
      connection with the security of the Building

8.    The right for the tenant or occupier of any other part of the Building
      authorised by the Landlord having first given reasonable written notice
      to the Tenant at reasonable times in the daytime and at any time and
      without notice in case of emergency to enter the Premises for the
      purpose of repairing that other part of the Building making good any
      damage so caused to the reasonable satisfaction of the Tenant

9.    The rights reserved to the Superior Landlord (by covenant or by express
      reservation) in the Head Lease

PROVIDED ALWAYS THAT if the Landlord or its employees or the persons
authorised by the Landlord exercises any of the rights by carrying out work on
the Premises it shall cause as little inconvenience as possible and as soon as
reasonably practicable make good any damage caused to them unless the right
has been exercised because of some breach by the Tenant or by any person
claiming through it

                                   SCHEDULE 4

                    (THE FIRST RESERVED RENT AND THE REVIEW THEREOF)

1.    In this schedule the following expressions have the respective specified
      meanings:-

      (1)    "Current Rent" means the amount of the yearly rent first reserved
             by this lease payable immediately before the relevant Review Date

      (2)    "Review Rent" means the yearly market rent which might reasonably
             be expected to be payable following the expiry of any period at
             the beginning of the term which might be negotiated in the open
             market for the purposes of fitting out during which no rent or a
             concessionary rent is payable or following the payment of any
             capital sum or fitting out contribution which might be negotiated
             in the open market for the purposes of fitting out (and on the
             assumption that the lessee has had the benefit of such rent free
             or concessionary rent period or capital sum or fitting out
             contribution and has used the same fully to fit out the Premises
             for the Permitted Use to the lessee's particular requirements) if
             the Premises had been let in the open market by a willing lessor
             to a willing lessee with vacant possession on the relevant Review
             Date without fine or premium for a term often years computed from
             the relevant Review Date taking Into account the lessee's right
             at the expiration of the term to be granted a new tenancy under
             Part II Landlord and Tenant Act 1954 and otherwise upon the
             provisions (save as to the


                                   39
<PAGE>


             amount of the rent first reserved by this lease but including the
             provisions for rent review at five-yearly intervals) contained in
             this lease and on the assumption if not a fact that the said
             provisions have been fully complied with and on the further
             assumptions that:-

             (a)   the Permitted Use and the Premises comply with Planning Law
                   and every other Enactment free from any onerous condition
                   restriction and limitation and that the lessee may lawfully
                   implement and carry on the Permitted Use

             (b)   no work has been carried out to the Premises which has
                   diminished their rental value

             (c)   in case the Building or any part of it has been destroyed
                   or damaged it has been fully restored

             (d)   the Premises have been fitted out to no less standard than
                   that set out in the Reinstatement Specification

             but disregarding any effect on rent of:-

             (i)   the fact that the Tenant or any underlessee or other
                   permitted occupier or their respective predecessors in
                   title has been or is in occupation of the Premises

             (ii)  any goodwill attached to the Premises by the carrying on in
                   them of the business of the Tenant or any underlessee or
                   their respective predecessors in title or other permitted
                   occupier

             (iii) (without prejudice to paragraphs 1(2)(b) and 1(2)(c) of
                   this schedule) any works carried out to the Premises during
                   the Term by the Tenant or any permitted underlessee in
                   either case at its own expense in pursuance of a licence
                   granted by the Landlord where required and otherwise than
                   in pursuance of any obligation to the Landlord

             (iv)  the works carried out to the Premises by the Tenant or
                   carried out by the Landlord at the expense of the Tenant
                   pursuant to the Agreement for Initial Alterations

      (3)    "Review Surveyor" means an independent chartered surveyor
             appointed pursuant to paragraph 3(1) of this schedule and if to
             be nominated by or on behalf of the President for the time being
             of the Royal Institution of Chartered Surveyors the said
             President to be requested to nominate an independent chartered
             surveyor having not less than ten years practice in the City of
             London next before the date of his appointment and recent
             substantial experience in the letting and valuation of office
             premises of a similar character and quality to those of the
             Premises and who is a partner or director of a leading firm or
             company of surveyors having specialist market and valuation
             knowledge of such premises

2.    The yearly rent first reserved and payable from each Review Date until
      the next following Review Date or (in the case of the period commencing
      on the last Review Date during the Term) until the expiry of the Term
      shall be the higher of:-

                                   40 
<PAGE>


      (1)    the Current Rent (ignoring for this purpose any rent cesser
             pursuant to clause 7(5)) and

      (2)    the Review Rent

3.    If the Landlord and the Tenant shall not have agreed the Review Rent by
      the date three months before the relevant Review Date it shall (without
      prejudice to the ability of the Landlord and the Tenant to agree it at
      any time) be assessed as follows:-

      (1)    the Review Surveyor shall (in the case of agreement about his
             appointment) be forthwith appointed by the Landlord or the Tenant
             to assess the Review Rent or (in the absence of agreement at any
             time about his appointment) be nominated to assess the Review
             Rent by or on behalf of the President for the time being of The
             Royal Institution of Chartered Surveyors on the application of
             the Landlord or the Tenant

      (2)    Unless the Landlord and the Tenant agree that the Review Surveyor
             shall act as an expert (which after the appointment has been made
             they may not do save with the consent also of the Review
             Surveyor) he shall act as an arbitrator and the arbitration shall
             be conducted in accordance with the Arbitration Acts 1950 and
             1979

      (3)    If the Review Surveyor is appointed as an expert he shall be
             required to give notice to the Landlord and the Tenant inviting
             each of them to submit to him within such time limits as he shall
             stipulate a proposal for the Review Rent supported (if so desired
             by the Landlord or the Tenant) by any or all of:-

             (i)   a statement of reasons

             (ii)  a professional rental valuation and (separately and later)

             (iii) submissions in respect of each other's statement of reasons
                   and valuation

             but he shall not be bound thereby and shall make the
             determination in accordance with his own judgment (including any
             determination concerning any party's liability for the costs of
             the reference to him) save in respect of points of law

      (4)    If the Review Surveyor whether appointed as arbitrator or expert
             refuses to act or is or becomes incapable of acting or dies the
             Landlord or the Tenant may apply to the President for the further
             appointment of another Review Surveyor

4.    If the Review Rent has not been agreed or assessed by the relevant
      Review Date the Tenant shall:-

      (1)    continue to pay the Current Rent on account and

      (2)    pay the Landlord within seven days after the agreement or
             assessment of the Review Rent the amount (if any) by which the
             Review Rent for the period commencing on the relevant Review Date
             and ending on the quarter day following the date of payment
             exceeds the Current Rent paid on account for the same period plus
             interest at three per cent below the Interest Rate for each
             installment of rent due on and after the relevant Review Date on
             the difference between what would have been paid on that rent day
             had the Review Rent been

                                    41
<PAGE>


             fixed and the amount paid on account (the interest being payable
             from the date on which the installment was due up to the date of
             payment of the shortfall)

5.    If any Enactment restricts the right to review rent or to recover an
      increase in rent otherwise payable then when the restriction is
      released the Landlord may at any time within six months after the date
      of release give to the Tenant not less than one month's notice requiring
      an additional rent review as at the next following quarter day which
      shall for the purposes of this lease be a Review Date

                                   SCHEDULE S

                              (THE SERVICE CHARGE)

1.    In this schedule:

      "ACCOUNTING PERIOD" means the period from and including 1st January to
      and including 31st December in any year or such other period of twelve
      months as the Management Company shall reasonably determine from time to
      time

      "EXPERT" means a chartered surveyor experienced in the administration
      and apportionment of service charges for buildings similar to the
      Building as agreed upon by the Management Company and the Tenant or on
      failure to agree appointed at the request of either party by the
      President Provided that where an Expert has previously been agreed or
      appointed in relation to any matter in connection with the Service Cost
      or the allocation of the Service Cost between the tenants of the
      Building (whether or not pursuant to the terms of this Underlease) the
      Management Company or the Tenant shall be entitled if reasonable to
      require that the same Expert be appointed

      "INTERIM SUM" means a fair and reasonable yearly sum assessed by the
      Management Company acting reasonably on account of the Service Charge
      for each Accounting Period being a fair and reasonable estimate of the
      Service Charge payable by the Tenant in respect of that Accounting
      Period

      "RESERVE" means the total of the amounts received by the Management
      Company in respect of the matters referred to in paragraph 2(B) of this
      schedule

      "SERVICE CHARGE" means the proportion or proportions of the Service Cost
      attributable to the Premises determined in accordance with the
      provisions of this schedule payable from the date hereof

      "SERVICE CHARGE CERTIFICATE" means a certificate showing the Service
      Cost and Service Charge for each Accounting Period served pursuant to
      paragraph 5 of this schedule and prepared by the Management Company's
      surveyor or auditor

      "SERVICE COST" means the total sum calculated in accordance with
      paragraph 2 of this schedule

2.    The Service Cost shall be the total of:-

      (A)    the reasonable cost properly incurred by the Management Company
             in any Accounting Period in carrying out or procuring the
             carrying out of the Services and providing each item of the
             Services including (without prejudice to the generality of the
             foregoing) the costs and expenses set out in Part II of schedule
             6 (insofar as the same are reasonable and properly incurred) and
             any other


                                      42
<PAGE>


             reasonable costs and expenses properly incurred by the Management
             Company or with the Management Company's authority in connection
             with the Services but excluding for the avoidance of doubt

             (i)   any costs attributable to the provision of any of the
                   Services outside Normal Business Hours at the specific
                   request of the Tenant (which shall be charged direct to the
                   Tenant) or of any other tenant or tenants of the Building
                   and

             (ii)  any Value Added Tax which the Management Company may incur
                   of and incidental to the provision of the Services and
                   which is recoverable as input tax by the Management Company

             (iii) any cost or expense incurred in making good any damage
                   caused by any of the Insured Risks

     (B)     an amount (to be revised annually by the Management Company at its
             reasonable discretion) to be charged in any Accounting Period as a
             contribution to the establishment and maintenance of a reserve
             towards the estimated cost to the Management Company of the
             provision of the Services such amount to be ascertained on the
             assumption (inter alia) that the cost of replacement of items of
             plant machinery equipment and other capital items is calculated
             on such life expectancy of the said items as the Management
             Company may from time to time reasonably determine to the intent
             that a fund be accumulated sufficient to cover the cost of
             replacement of the said items by the end of their anticipated
             life

      PROVIDED THAT nothing herein contained shall oblige the Management
      Company to maintain the Reserve or a reserve sufficient to cover the
      whole of the cost of replacement of any plant machinery equipment or
      other capital items and provided further that any expenditure on any
      items in respect of which any sums shall have been included in the
      Reserve during an Accounting Year shall at the Management Company's
      reasonable discretion as to the amount thereof if any be met out of the
      Reserve AND PROVIDED THAT in respect of any costs or expenses not
      incurred exclusively in connection with the provision or carrying out of
      the Services a fair proportion only of such costs and expenses shall be
      included in the Service Cost

3.    (A)    The Service Charge payable by the Tenant for any Accounting
             Period shall be a fair proportion of the Service Cost
             attributable to the Premises from time to time as properly
             determined by the Management Company (and so in proportion for
             any Accounting Period not falling wholly within the Term the
             Service Cost in any such case being deemed to accrue on a day to
             day basis for the purpose of apportionment)

      (B)    If at any time and from time to time during the Term the method
             or basis of calculating or ascertaining the cost of any item of
             the Services shall alter or the basis of calculating or
             ascertaining the Service Cost in relation to any item of the
             Services shall change and as a result it is reasonable that there
             be an alteration or variation of the calculation of the Service
             Charge in order to achieve a fairer and better apportionment of
             the Service Cost amongst the tenants of the Building then
             and in every such case the Management Company shall vary and
             amend the Service Charge and make appropriate adjustments
             thereto provided always that in the event of any dispute between
             the Management Company and the Tenant and the other tenants of
             the Building or any of them the same shall be referred to the


                                  43 
<PAGE>


             Expert for determination (the Expert to act as an expert and not
             as an arbitrator) whose decision shall save in the case of
             manifest error be binding on the parties (including his decisions
             as to the responsibility for his costs)

      (C)    The fair proportion to be determined by the Management Company in
             paragraph 3(A) above shall be determined on the basis that all
             accommodation within the Building let or occupied or designed
             contracted or adapted for letting or occupation (other than
             management accommodation) is fully let on terms which include
             service charge provisions consistent with the service charge
             provisions contained in this lease (save where otherwise specified
             herein) and such proportion shall not be increased or altered by
             reason of the fact that at any time any part of such accommodation
             may be vacant or that any tenant or other occupier of any other
             part of the Building may default in payment of its due proportion
             of the Service Cost

4.    (A)   The Tenant shall pay to the Management Company the Interim Sum
            without deduction by equal quarterly instalments in advance on the
            usual quarter days unless the Management Company shall reasonably
            anticipate that amounts to be incurred during the year immediately
            next following are anticipated as being incurred in accordance
            with a programme of non equal expenditure in which event the
            Management Company shall serve notice to such effect upon the
            Tenant and shall thereupon be entitled to require amounts of the
            Interim Sum to be paid by advance quarterly instalments of unequal
            amounts reasonably stipulated by the Management Company

      (B)   The Management Company shall be entitled to require as part of the
            Interim Sum payments in advance on account of the cost of the
            consumption of and supply charges in respect of electricity
            consumed within the Premises (save for any amounts which are
            invoiced directly by London Electricity plc to the Tenant) such
            sums not to exceed a fair and proper estimate of amounts
            reasonably anticipated by the Management Company as falling due
            within the next quarter

      (C)   If the Tenant consistently requests the provision of any of the
            Services outside Normal Business Hours the Management Company
            shall be entitled in addition to require the Tenant to pay along
            with payments of the Interim Sum a fair and proper estimate of
            amounts likely to be payable by the Tenant in the next quarter on
            account of such Services in accordance with the terms of this
            lease

      (D)   The Interim Sum for the Accounting Period ending 31st December
            1996 shall be pound sterling 74,000

      (E)   Either before or as soon as practicable after the commencement of
            every Accounting Period the Management Company shall serve or
            cause to be served on the Tenant written notice of the Interim Sum
            for the relevant Accounting Period Provided that without prejudice
            to the provisions of paragraphs 6 and 7 of this schedule if the
            written notice aforesaid shall be served after the first occurring
            quarter day in the relevant Accounting Period the Tenant shall
            until service of the written notice aforesaid make payments on
            account of the Interim Sum for the relevant Accounting Period on
            the days and in the manner provided by sub-paragraph (A) of this
            paragraph of this schedule at an annual rate equal to the Interim
            Sum for the immediately preceding Accounting Period

                                      44
<PAGE>


5.    (A)   As soon as practicable after the expiry of every Accounting Period
            (and in any event within 4 months after such expiry) the
            Management Company shall serve or cause to be served a Service
            Charge Certificate on the Tenant for the relevant Accounting
            Period

      (B)   A Service Charge Certificate shall contain a summary of the
            Service Cost in respect of the Accounting Period to which it
            relates and the relevant calculations showing the Service Charge

      (C)   The Tenant may request further details of the breakdown of the
            expenditure under any particular item or items shown in a Service
            Charge Certificate by giving notice thereof in writing to the
            Management Company within three months of the date of service on
            the Tenant of the relevant Service Charge Certificate and upon
            receipt of such a notice the Management Company shall furnish to
            the Tenant all such relevant details in its possession or control
            or which can reasonably be obtained by it as relate to the
            expenditure under the item or items in question at the cost of the
            Tenant (include all books of account receipts demands and
            invoices) PROVIDED ALWAYS that notwithstanding the giving of any
            such notice the Tenant shall nevertheless pay all Interim Sums and
            Service Charges as and when they fall due or as may be underpaid
            from time to time (but without prejudice to any challenge claim or
            dispute that the Tenant may have made or may make in the future in
            respect of its Service Charge liability or otherwise)

6.    Within fourteen days after the service on the Tenant of a Service Charge
      Certificate showing that the Service Charge for any Accounting Period
      exceeds the Interim Sum for that Accounting Period the Tenant shall
      (without prejudice to any challenge claim or dispute as aforesaid) pay
      to the Management Company or as it shall direct a sum equal to the
      amount by which the Service Charge exceeds the Interim Sum provided that
      and the Tenant hereby acknowledges that if there shall be any such
      excess in respect of the Accounting Period the amount of such excess
      shall be a debt due from the Tenant to the Management Company and in the
      event that such excess is not received in cleared funds by the
      Management Company within 14 days of the due date for payment it shall
      attract interest at the Interest Rate calculated for the period
      commencing on the due dates for payment and ending on the date the sum
      is subsequently received by the Management Company notwithstanding that
      the Term may have expired or been determined before the service by or on
      behalf of the Management Company of the relevant Service Charge
      Certificate

7.    If in any Accounting Period the Service Charge is less than the Interim
      Sum for that Accounting Period a sum equal to the amount which the
      Interim Sum exceeds the Service Charge shall be accumulated by the
      Management Company and shall be applied in or towards the Service Charge
      for the next following Accounting Period or Accounting Periods or at or
      after the end of the Term repaid to the Tenant within 14 days after
      preparation of the Service Charge Certificate and the event that the
      excess is not received by the Tenant on the due date for payment it
      shall attract interest at the Interest Rate for the period commencing as
      the due date for payment and ending on the date that the sum due is
      received in cleared funds by the Tenant

8.    Unless challenged by the Tenant pursuant to the provisions of paragraph
      9 of this schedule every notice certificate calculation determination or
      assessment made by or on behalf of the Management Company referred to in
      this schedule shall (save where a manifest error appears) be conclusive
      and binding upon the parties hereto

                                      45
<PAGE>


9.    The Tenant (acting reasonably) may at any time within six months after
      the submission of a Service Charge Certificate challenge it on any
      reasonable ground (including without limitation on the ground that the
      Service Charge therein stated exceeds the Service Charge which should
      have been payable had the provisions of this lease been properly adhered
      to) Provided that the Tenant gives notice with full particulars of its
      ground of alleged challenge and in any such case:

      (A)    any sum due to or payable by the Management Company pursuant to
             paragraphs 6 and 7 above shall still be paid or allowed pending
             resolution of the Tenant's challenge as if the Service Charge
             Certificate were correct

      (B)    the Management Company and the Tenant shall endeavour to resolve
             the relevant issue but if they cannot do so the issue in dispute
             shall be referred to the Expert (acting as an expert and not an
             arbitrator) whose decision shall save in the case of manifest
             error be binding on the parties (including his decision as to the
             responsibility for his costs)

      (C)    such adjustments to the Service Charge Certificate as may be
             required to be made in consequence of the resolution of the
             dispute shall be paid as soon as reasonably practicable after
             such resolution and any sum due to or payable by the Management
             Company shall then be paid or allowed (as the case may be)
             immediately together with interest at three per cent below the
             Interest Rate on such sum during the period which it has been
             underpaid or overpaid

10.   All sums obtained from the Tenant and any other tenants or occupiers of
      the Building towards the Service Cost and sums collected in respect of
      the Reserve shall each be placed in separate interest bearing designated
      deposit accounts to be applied only towards the cost of providing the
      Services and all interest accrued on such deposit account shall be
      credited (net of tax) to the account

11.   The Management Company will account to the Landlord as soon as
      practicable following expiry of each Accounting Period for that part of
      the Service Charge which relates to costs directly incurred by the
      Landlord and not by the Management Company including (but not limited
      to) the costs referred to in paragraphs 5 7 8 9 and 12 of Part II of
      schedule 6

12.   If in the Management Company's reasonable discretion any of the Services
      have to be provided to a greater extent (or the cost of provision of
      such Services is greater) than would normally apply in the context of
      the general management of the Building in accordance with this lease as
      a result either:-

      (a)   of a specific request by the Tenant (with or without other tenants
            or occupiers of accommodation in the Building); or

      (b)   where such provision is required in the interests of good estate
            management as a result of any acts or omissions of the Tenant in
            relation to its use and occupation of the Premises

      then the Management Company shall be entitled to require the Tenant to
      meet the cost of such provision (or a fair proportion thereof determined
      by the Management Company) within 10 working days following a demand by
      the Management Company

                                      46
<PAGE>


                                  SCHEDULE 6

                                  (SERVICES)

                                    PART I

1.    Inspecting maintaining repairing amending altering and (where consistent
      with an obligation to repair) rebuilding and renewing and where
      appropriate treating washing down painting and decorating all load
      bearing and other structural parts of the Building and the relevant
      parts of it described in paragraphs (ii) and (iii) of schedule 1

2.    Inspecting servicing maintaining operating and repairing and (where
      consistent with an obligation to repair) renewing amending overhauling
      and replacing the Landlord's Services Equipment and all other apparatus
      plant machinery and equipment within the Building (if any) from time to
      time excluding any "stand alone" systems installed by the Tenant or any
      other tenant or occupier of the Building

3.    Inspecting servicing maintaining operating repairing cleansing emptying
      amending altering and renewing overhauling and replacing all Service
      Media

4.    Keeping the Common Parts and the car park within the Building properly
      cleansed decorated treated maintained and lit to such standard as the
      Management Company may from time to time consider adequate but the
      Common Parts and the car park shall be operational 24 hours a day 7 days
      a week

5.    Providing such mechanical ventilation heating and (if deemed reasonably
      desirable by the Management Company) cooling for such parts of the
      Building and for such hours and times of the year (subject to clause 6)
      as the Management Company shall in its discretion reasonably determine
      save that such mechanical ventilation heating and cooling for the lifts
      lobby and entrance halls and toilets shall be provided throughout Normal
      Business Hours and at the request of the Tenant outside those hours
      subject to the Outside Normal Business Hours Charge

6.    Providing and maintaining at the Management Company's discretion any
      furniture architectural or ornamental features or murals and any
      horticultural displays plants shrubs trees or garden area in the Common
      Parts and maintaining the same

7.    Supplying whether by purchase or hire and maintaining (and where
      consistent with an obligation to repair) renewing replacing repairing
      servicing and keeping in good and serviceable order and condition all
      fixtures and receptacles appliances materials equipment plant and other
      things which the Management Company may reasonably deem desirable or
      necessary for the maintenance appearance upkeep or cleanliness of the
      Building or any part of it or otherwise in connection with the provision
      of the Services

8.    Cleaning as frequently as the Management Company shall in its reasonable
      discretion consider adequate the exterior and interior of all window
      glazing and window frames and other fenestration units in the Common
      Parts and the outside of the window glazing referred to in paragraph
      (iii) of schedule I and the maintenance cleansing repair inspection and
      (where necessary) renewal or replacement of all window cleaning) cradles
      carriageways and runways

9.    Providing a security service 24 hours a day to the Common Parts
      (including the ground floor entrance hall at times when receptionists
      are not present) and the car park within the Building including where
      reasonably appropriate in the Management Company's


                                      47
<PAGE>


      judgment closed circuit television and/or other plant and equipment for
      the purpose of surveillance and supervision of users of the Building

10.   Disposing of refuse from the Building (including collecting and
      compacting or otherwise treating or packaging as the Management Company
      reasonably thinks fit such refuse and if necessary pest control) and
      (and where consistent with an obligation to repair) the provision repair
      maintenance and renewal of any plant and equipment in connection
      therewith

11.   Maintaining 24 hours a day 7 days a week an adequate supply of hot and
      cold water and supplying washing and toilet requisites in the lavatory
      accommodation in the Building

12.   Such rodent or other pest control in the Building as the Management
      Company shall reasonably consider necessary or desirable

13.   Providing one or more receptionists and/or security in the ground floor
      entrance hall of the Building 24 hours a day 7 days a week

14    Providing and maintaining a signboard in the entrance lobby of the
      building for the display of tenants' names

15.   Controlling so far as practicable 24 hours a day 7 days a week traffic
      flow within the car park in the Building and traffic 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

16.   Providing and maintaining a post room facility for the reception of mail
      to the Building

17.   Complying with the obligations on the part of the tenant contained in
      the Head Lease save for the payment of rent

18.   Complying with the obligations set out in clause 6

19.   Any other services relating to the Building or any part of it provided
      by the Management Company from time to time which shall be:-

      (1)   reasonably capable of being enjoyed by the occupier of the
            Premises or

      (2)   reasonably calculated to be for the benefit of the Tenant and
            other tenants of the Building or

      (3)   appropriate for the maintenance upkeep or cleanliness of the
            Building or

      (4)   otherwise in keeping with the principles of good estate management

      PROVIDED ALWAYS that

      (i)   Where in this schedule there are references to matters or things
            which are then stated to include certain particular matters or
            things which are not also stated to be without prejudice to the
            generality of the wording preceding it nevertheless the reference
            to the particular matters or things shall be deemed to be and in
            each case shall be without prejudice to the generality of the
            wording preceding it

      (ii)  The Management Company shall subject to clause 6 when reasonable
            have the right to cease or to procure the cessation of the
            provision of or add to or procure


                                      48
<PAGE>


            the addition to any item of Services matter or thing specified in
            this schedule if the Management Company shall having regard to the
            principles of good estate management reasonably deem it desirable
            or expedient so to do but before so doing the Management Company
            shall notify all the tenants in the Building but in the event of
            any failure of any of the Services shall use all reasonable
            endeavours to restore the said Service

      (iv)  The Management Company or the managing agents may temporarily
            withdraw any item of Services matter or thing specified in this
            schedule if in their reasonable opinion such withdrawal is in the
            interest of good estate management or if such withdrawal is due to
            circumstances beyond the control of the Management Company

                                     PART II

1.    All fees and disbursements of any individual or firm or company employed
      or retained by or on behalf of the Management Company or its agents
      (including without limitation managing agents fees) for or in connection
      with:-

      (1)   any surveying or accounting functions for the Building and

      (2)   the performance of the Services or any of them and any other
            duties in or about the Building or any part of it relating to the
            general management administration security maintenance protection
            and cleanliness of the Building

2.    The reasonable fees of the Management Company for any of the Services or
      for the functions and duties referred to in paragraph 1 of this Part of
      this schedule which shall be undertaken by the Management Company and
      not by a third party

3.    The cost (in addition to any fees referred to in paragraph 2 and where
      the context permits paragraph 1 of this Part of this schedule) of
      employing (whether by the Management Company or any managing agents or
      any other individual or firm or company) such staff as the Management
      Company may in its reasonable discretion consider appropriate for the
      performance of the Services and the functions and duties referred to in
      paragraph 1 of this Part of this schedule and all other incidental
      expenditure in relation to such employment including without prejudice
      to the generality of the foregoing:-

      (1)   salaries wages pensions and pension contributions benefits in kind
            and other emoluments and National Insurance and other statutory
            contributions or levies

      (2)   the provision of uniforms and working clothing

      (3)   the provision of vehicles tools appliances cleaning and other
            material fixtures fittings and other equipment for the proper
            performance of their duties and a store for housing the same and

      (4)   a reasonable notional rent for any premises reasonably provided
            rent free for every such person's use occupancy or residence

4.    The cost of entering into any contracts for the carrying out of all or
      any of the Services

5.    All rates taxes assessments duties charges impositions and outgoings
      which are now or during the Term shall be charged assessed or imposed
      on:-

      (1)    the whole of the Common Parts or any part of them

                                      49
<PAGE>


      (2)    any residential accommodation provided for caretakers and other
             staff employed in connection with the Building and any other
             premises provided as referred to in paragraph 3(4) of this Part
             of this schedule

      excluding any tax (other than VAT) payable by the Landlord as a direct
      result of any actual or implied dealing with the reversion of any Lease
      or of the Landlord's receipt of income

6.    The cost of the supply of water electricity gas oil and other fuel for
      the provision of the Services and the cost of any electricity generating
      transforming monitoring metering and distribution plant machinery and
      equipment in or servicing the Building

7.    The cost which the Landlord may be called upon pursuant to any Enactment
      to pay as a contribution towards the expense of making repairing
      maintaining rebuilding and cleansing any ways roads pavements or
      structures Service Media or anything which may belong to or be used for
      the Building or any part of it exclusively or in common with other
      neighbouring or adjoining premises

8.    The cost of taking all steps deemed desirable or expedient by the
      Landlord and/or the Management Company for complying with or making
      representations against or otherwise contesting the incidence of the
      provisions of any Enactment relating to or alleged to relate to the
      Building or any part or it for which any tenant is not directly and
      exclusively liable

9.    The cost to the Landlord and/or the Management Company of abating any
      nuisance in respect of the Building or any part of it insofar as the
      same is not the liability of any tenant

10.   Any interest and fees incurred in respect of money borrowed in
      unforeseen or emergency circumstances to finance the provision of the
      Services and the costs referred to in this Part of this schedule or any
      of them

11.   Any VAT (or any tax of a similar nature which may be substituted for or
      levied in addition to it) incurred by the Management Company on any
      other amount comprised in the Service Cost save to the extent that the
      Management Company obtains credit for such VAT incurred by the
      Management Company pursuant to sections 24 25 and 26 Value Added Tax Act
      1994 or any regulations made thereunder

12.   A reasonable notional rent for any management accommodation provided
      within the Building to facilitate the provision of the Services

13.   All other reasonable actual costs properly incurred in connection with
      the provision of the Services

                                   SCHEDULE 7

                    (MATTERS TO WHICH THE DEMISE IS SUBJECT)

1.    The entries on the registers of Title Number NGL272172 as at the date
      hereof

2.    Agreement dated 24th November 1995 between The Prudential Assurance
      Company Limited (1) 99 Bishopsgate Limited (2) The Scottish Amicable Life
      Assurance Society (3)

                                      50
<PAGE>


                                   SCHEDULE 8

                          PROVISIONS FOR VAT INDEMNITY

                                     PART I

1.    Additional Definitions:

      "TAX CREDIT" means a credit in respect of, or repayment of, input VAT,
      arising by virtue of and determined in accordance with sections 24, 25
      and 26 Value Added Tax Act 1994 and regulation made thereunder

      "TENANT'S AUDITORS" means the auditors for the time being of the Tenant
      provided that they are one of the following firms of accountants -
      Deloitte Touche, Coopers and Lybrand, Ernst & Young, KPMG, Price
      Waterhouse or Arthur Andersen - or such other reputable firm or
      accountants as the Landlord has previously approved for the purpose of
      this schedule 8 (such approval not to be unreasonably withheld or
      delayed).

      "VAT ELECTION" means an election under paragraph 2 of Schedule 10 Value
      Added Tax Act 1994 made by the Landlord or any person of whom the
      Landlord is a "Relevant Associate" within the meaning of paragraph 3(7)
      of Schedule 10 or any other election or voluntary act by the Landlord or
      any person connected with the Landlord (as determined under the
      provisions of Section 839 of the Income and Corporation Taxes Act 1988)
      which results in VAT being payable on the rent first reserved by this
      lease

      "VAT YEAR" means a tax year for Value Added Tax purposes determined in
      accordance with Part XIV of the Value Added Tax Regulations 1995.

      "VAT YEAR CERTIFICATE" means the certificate to be provided by the
      Tenant following the end of the Tenant's VAT Year in the form set out in
      Part II of this Schedule.

2.    Payment of VAT - no VAT Election

      In the event that the rent first reserved (or any part thereof)
      constitutes consideration for a taxable supply for VAT purposes which
      would be a taxable supply whether or not a VAT Election has effect in
      respect of the Premises, the Tenant shall pay such VAT in addition to
      the rent first reserved without any adjustment of rent first reserved
      under this schedule.

3.    Adjustment of rent first reserved and payment of VAT - VAT Election made

      If and for all periods where the rent first reserved (or any part
      thereof) constitutes consideration for a taxable supply for VAT purposes
      which would not be a taxable supply but for a VAT Election having effect
      in respect of the Premises, the rent first reserved shall be adjusted to
      such amount as when aggregated with that part of the VAT chargeable
      thereon in respect of which the Tenant does not obtain a Tax Credit,
      equals the rent first reserved which would have been paid had no VAT
      Election been made.

4.    Determination of adjustment of rent first reserved

4.1   At least 28 days prior to (a) 29th September 1998 and (b) every
      subsequent anniversary thereof the Tenant shall serve a VAT Year
      Certificate on the Landlord. Where the Tenant has served such VAT Year
      Certificate (or is deemed to have done so pursuant to paragraph 4.2 of
      this Part I below), the Tenant shall pay the amounts (including the VAT)
      stipulated (or deemed to be stipulated) in paragraph 3 of such VAT Year
      Certificate on


                                      51
<PAGE>


      the due date for payment of the next installment of the rent first
      reserved (and on the due date for subsequent instalments), subject
      however to paragraph 4.3 of this Part I below.

4.2   If the Tenant fails to serve a VAT Year Certificate at least 28 days
      prior to the due date for payment of the sum in respect of which
      paragraph 3 above will apply, the Tenant shall be deemed to have served
      a VAT Year Certificate specifying in paragraph 1 thereof the same
      estimated proportion as stated in the previous VAT Year Certificate
      served, or if no previous VAT Year Certificate has been served by the
      Tenant at any time prior to the due date for any VAT Year Certificate an
      estimated proportion of nil per cent. If the Tenant fails to serve a VAT
      Year Certificate on more than one consecutive occasion the Tenant shall
      be deemed, on the second failure and any subsequent failure, until
      service of the next VAT Year Certificate, to have served a VAT Year
      Certificate specifying in paragraph 1 thereof an estimated proportion of
      nil per cent.

4.3   The VAT Year Certificate shall be final and binding unless the Landlord
      notifies the Tenant within 30 days after the date on which a VAT Year
      Certificate has been served that it disputes the VAT Year Certificate on
      the grounds of manifest error. Unless such notification is given, no
      further adjustments (other than those covered by the VAT Year
      Certificate) shall be made in respect of any instalments of rent first
      reserved in the VAT Year covered by the aforementioned VAT Year
      Certificate. Whether or not the Landlord notifies the Tenant that it
      disputes any amount, the Tenant shall pay on the due date for payment of
      the next installment of rent first reserved immediately following the
      service of the VAT Year Certificate to which the dispute relates, the
      amount stipulated in paragraph 3 of the VAT Year Certificate.

4.4   If the Review Rent is not agreed or determined until after a relevant
      Review Date, the amount of any increase to be paid pursuant to paragraph
      2 of schedule 4 of this lease shall (if paragraph 3 above applies at
      that time) be adjusted on the basis of the last VAT Year Certificate.
      The adjustment amount shall be paid at the time when the amount of any
      unadjusted increase would have been due to be paid and the provisions of
      this schedule shall apply as if the amount of the increase were an
      amount to which paragraph 3 of Part I of this schedule 8 applied.

4.5   The Landlord may notify the Tenant in writing at any time within five
      days of the service of any VAT Year Certificate (or within five days of
      the last date on which the Tenant should have served a VAT Year
      Certificate and is therefore deemed to have served one) that it requires
      the Tenant to obtain a certificate from the Tenant's Auditors at the
      Tenant's cost (if adjustments are required following such process) or at
      the Landlord's cost (if no such adjustments are required) in the form
      set out in the VAT Year Certificate. The Tenant's Auditor's certificate
      shall be provided at least eight days prior to the date of payment of
      the rent first reserved to which such certificate relates, together with
      the Tenant's revised VAT Year Certificate (if required in order for the
      Tenant's Auditors to be able to provide a certificate). The Tenant shall
      pay in accordance with paragraph 4.1 above the amount stipulated in
      accordance with paragraph 3 of such VAT Year Certificate (as revised, if
      required) on the date for payment of the rent first reserved.

4.6   If adjustments are required pursuant to any VAT Year Certificate as a
      result of the proportion of VAT for which the Tenant has obtained or
      will obtain a Tax Credit differing from the proportion previously taken
      into account in calculation any payment, any such difference shall be
      taken into account (after having determined the amount of rent first
      reserved payable in respect of the next quarter in accordance with
      paragraph 3 above) in calculating the next actual payment of rent first
      reserved (either by increase or


                                      52
<PAGE>


      decrease), the amount of which shall be set out in paragraph 3 of the
      VAT Year Certificate.

4.7   Interest shall be payable at three per cent below the Interest Rate by
      the Landlord and three per cent below the Interest Rate by the Tenant on
      the difference between the amount actually paid pursuant to the relevant
      VAT Year Certificate on the due date for payment of any sum to which
      paragraph 3 of Part I of this schedule 8 applies and the amount which
      should have been paid, from such due date until the date of payment of
      the adjusted amount pursuant to paragraph 4.3. Where the actual amount
      paid (the "Initial Payment") on the due date for payment of any sum was
      subsequently adjusted on payment of any later installment of the rent
      first reserved ("the Adjusted Payment") in accordance with paragraph 4.6
      of Part I of this Schedule 8 and paragraph 3(b) of the VAT Year
      Certificate, the interest shall be calculated on the basis of the
      difference between the Initial Payment and the amount which should have
      been paid pursuant to paragraph 4.1 until the date of the Adjustment
      Payment, and then on the difference between the Adjustment Payment and
      the amount which should have been paid until payment of that amount
      pursuant to paragraphs 4.3.

4.8   Following any assignment of the whole of the Premises, the provisions of
      this schedule 8 shall apply to any new Tenant as if it were the first
      Tenant, and a VAT Notice served by the new Tenant shall not take into
      account any adjustments made, or to be made, in respect of any previous
      Tenant.

5.    Miscellaneous

      The Tenant shall be at liberty to carry on the ordinary course of its
      trade as it wishes and shall not be precluded from proposing or
      accepting a method of attribution designed or maximise its Tax Credit
      and covenants not to enter any arrangement which has the specific
      purpose of increasing the amount by which the rent first reserved is
      decreased by virtue of this schedule 8..

                                      53
<PAGE>


                                     PART II

                              VAT YEAR CERTIFICATE



To:   The Landlord                                  From:        The Tenant

We refer to paragraph 4.3 of Part I of schedule 8 to the Lease dated [        ]
made between 99 Bishopsgate Limited (1) 99 Bishopsgate Management Limited (2)
Hammerson U.K. Properties plc (3) Donaldson Lufkin & Jenrette International
Limited (4) and Donaldson Lufkin & Jenrette Inc. (5) in respect of premises on
[ ] floor of the building known as 99 Bishopsgate London EC2 and pursuant to
that paragraph:

1.    Our VAT Year which included the following quarter days [        ], ended
      on [        ],ended on[        ].

      (a)    The part of the VAT charged on the rent first reserved paid in
             the VAT Year for or in respect of which we estimate/have
             determined (in accordance, where relevant, with the return made,
             or to be made, for the prescribed accounting period next
             following the end of the VAT Year) we will be unable to obtain
             credit or repayment is a proportion of [ ] per cent of the total
             VAT charged.

      (b)    The following Table sets out the part of the VAT charged which
             was expected to be irrevocable during the VAT Year where it has
             been determined on the basis of paragraph 2(a) above that that
             differs from the amount of VAT for or in respect of which we
             actually obtained, or will be able to obtain, credit or
             repayment.

      Dates    Rent first reserved   Estimate   Adjustment   Determination
                                     *          **           ***

      *     estimate of proportion of VAT for or in respect of which we
            estimated we would be unable to obtain credit or repayment as set
            out initially in VAT Notice.
    
      **    adjusted estimate of proportion of VAT for or in respect of which
            we estimated we would be unable to obtain credit or repayment as
            set out in subsequent VAT Notice.

      ***   proportion of VAT for or in respect of which we have now
            estimated/determined we shall be unable to obtain credit or
            repayment, in accordance with Sections 24- 26 of the Value Added
            Tax Act 1994 and the Value Added Tax Regulations 1995

3.    We request that adjustment is made to the next installment of rent first
      reserved so as to ensure that the amount of rent first reserved payable
      in the VAT Year to which this VAT Year Certificate relates is as
      provided in paragraph 3 of Part I of Schedule 8 to the Lease in
      accordance with the information given in paragraph 2 above

      and we calculate that the next installment of rent first reserved as so
      adjusted shall be pounds sterling [     ] exclusive of VAT and the VAT
      thereon shall be pounds sterling [     ], and that the interest payable by
      the Tenant to the Landlord/Landlord to the Tenant, in accordance with
      paragraph 4.7 of Part I schedule 8 to the Lease shall be pounds sterling
      [     ].

4.    We hereby declare that:

                                      54
<PAGE>


      (a)   we have complied with the covenant imposed upon us by paragraph
            6.2 of Part I of schedule 8 to the Lease;

      (b)   the information contained in this VAT Notice is to the best of our
            knowledge, information and belief complete and accurate;

      (c)   we have made all due returns to the Commissioners of Customs and
            Excise and such returns are complete and accurate in all material
            respects and have been made within the time limits provided by
            statute.


Signed by

an authorised signatory on behalf of the Tenant

The above declaration are, to the best of our knowledge and belief after due
and careful enquiry, true, accurate and complete.

Signed by


Tenant's Auditors

                                      55
<PAGE>






[SEAL OMITTED]                   (THE COMMON SEAL of 99 BISHOPSGATE LIMITED
                                 (LIMITED was hereunto affixed in the presence
                                 (of:-

                                 Director

                                 Director

                                 (THE COMMON SEAL of 99 BISHOPSGATE 
                                 (MANAGEMENT LIMITED was hereunto
                                 (affixed in the presence of:-



                                  



[SEAL OMITTED]                    Director


                                  Director


                                  (THE COMMON SEAL of HAMMERSON
                                  (U.K. PROPERTIES PLC was hereunto affixed in
                                  (the presence of:-


[SEAL OMITTED]                     Director
                    

                                   Director



                                      56
<PAGE>

                          DATED 24th of OCTOBER 1996

                            99 BISHOPSGATE LIMITED
                                     and

                      99 BISHOPSGATE MANAGEMENT LIMITED

                                     and

                        HAMMERSON U.K. PROPERTIES PLC

                                     and

                         DONALDSON, LUFKIN & JENRETTE

                             INTERNATIONAL LIMITED

                                      and

                      DONALDSON, LUFKIN & JENRETTE, INC.





                                  UNDERLEASE
                                      of
                   Twentieth Floor 99 Bishopsgate London EC2














                           HERBERT SMITH              
                           Exchange House         
                           Primrose Street
                           London EC2A 2HS
                           Tel: 0171-374 8000
                           Fax:0171-496 0043
                           Ref: 129/P17/30433514


<PAGE>

                               TABLE OF CONTENTS

CLAUSE       HEADING                                                     PAGE

1.           Definitions

             Building
             Common Parts
             Development
             Electricity Cost
             Enactment
             Head Lease/Superior Lease
             Insurance Cost
             Insurance Rent
             Insured Risks
             Interest Rate
             Lettable Unit
             Net Internal Area
             Normal Business Hours
             Permitted Part
             Permitted Use
             Planning Law
             Plans
             Premises
             Public Authority

             Services
             Service Media

             Tenant
             Term
             VAT

2.           Interpretation

3.           Demise and Rents

4.           Tenant's Covenants

      (1)    Rent
      (2)    VAT
      (3)    Outgoings
      (4)    Compliance with Enactments
      (5)    Notices
      (6)    Repair
      (7)    Decoration and general condition and servicing 
      (8)    Refuse 
      (9)    To permit entry 
      (10)   Compliance with notices relating to repair or condition 
      (11)   Encroachments
      (12)   Alterations and reinstatement


<PAGE>


CLAUSE       HEADING                                                     PAGE

      (13)   Use
      (14)   Signs
      (15)   Alienation
      (16)   Registration
      (17)   Payment of cost of notices consents etc.
      (18)   Machinery
      (19)   Obstruction/overloading
      (20)   Parking/goods delivery
      (21)   Planning Law and compensation
      (22)   Indemnity
      (23)   Defective Premises
      (24)   Insurance and fire fighting equipment
      (25)   Dangerous and contaminative materials
      (26)   Yield up
      (27)   Regulations and covenants
      (28)   Security and access
      (29)   Head Lease
      (30)   Service Charge

5.           Landlord's Covenants

      (1)    Quiet Enjoyment
      (2)    Insurance
      (3)    Head Lease
      (4)    Electricity Provision
      (5)    Management Company access
      (6)    VAT indemnity

6.           Provision of Services

7.           Provisos

      (1)    Forfeiture and re-entry
      (2)    Letting Scheme use and easements
      (3)    Common Parts and Service Media
      (4)    Service of notices
      (5)    Rent cesser
      (6)    Landlord's liability
      (7)    Arbitration fees
      (8)    Rent review memorandum
      (9)    No warranty as to use
      (10)   Disputes
      (11)   Compensation
      (12)   Rateable value appeals
      (13)   No warranty as to security
      (14)   Jurisdiction
      (15)   Overriding lease
      (16)


<PAGE>


CLAUSE       HEADING                                                     PAGE

8.           Landlord's Guarantor

9.           Tenant's option to determine

10.          Guarantee and Guarantor's Indemnity

11.          Stamp Duty Certificate

Schedule 1   Premises

Schedule 2   Easements and rights granted

Schedule 3   Exceptions and reservations

Schedule 4   The first reserved rent and the review thereof

Schedule 5   Service Charge

Schedule 6   Services

Schedule 7   Deeds and documents to which the demise is subject


<PAGE>


                               LEASE PARTICULARS

-------------------------------------------------------------------------------
1.    DATE  24th October 1996

      THIS LEASE IS AND IS INTENDED TO BE DELIVERED ON THE DATE
      FIRST ABOVE WRITTEN
-------------------------------------------------------------------------------
2.    PARTIES

(a)   LANDLORD                       :     99 Bishopsgate Limited

(b)   TENANT                         :     Donaldson, Lufkin & Jenrette
                                           International Limited

(c)   MANAGEMENT COMPANY             :     99 Bishopsgate Management Limited

(d)   LANDLORD'S GUARANTOR           :     Hammerson U.K. Properties plc

(e)   TENANT'S GUARANTOR             :     Donaldson, Lufkin & Jenrette, Inc.
-------------------------------------------------------------------------------
3.    DEMISED PREMISES               :     ALL THOSE premises on the 20th floor
                                           of the Building shown for 
                                           identification only edged red on 
                                           Plan 1.
-------------------------------------------------------------------------------
4.    BUILDING                       :     99 Bishopsgate London EC2
-------------------------------------------------------------------------------
5.    CONTRACTUAL TERM AND           :     Commencing on the date hereof and
      TERM COMMENCEMENT                    expiring on 23rd October 2011

      AND EXPIRY DATES
-------------------------------------------------------------------------------
6.    INITIAL RENT                   :     (pounds sterling) 456,195
-------------------------------------------------------------------------------
7.    RENT COMMENCEMENT DATE         :     29th September 1998
-------------------------------------------------------------------------------
8.    TENANT'S BREAK RIGHT           :     24th October 2008


<PAGE>


THIS UNDERLEASE made the 24th day of October One thousand nine hundred and
ninety six

BETWEEN: -

(1)   99 BISHOPSGATE LIMITED whose registered office is at Lo Lam House Kumul
      Highway Port Vila Vanuatu (Co. Regn. No. 10469) (registered under
      Section 21A to the Companies Act 1985 under company number FC018588 and
      branch number BR002962) whose principal place of business is at 100 Park
      Lane London W1Y 4AR (the "LANDLORD")

(2)   99 BISHOPSGATE MANAGEMENT LIMITED whose registered office is at 100 Park
      Lane London W1Y 4AR (Co. Regn. No. 3071752) (the "MANAGEMENT COMPANY")

(3)   HAMMERSON U.K. PROPERTIES plc whose registered office is at 100 Park Lane
      London W1Y 4AR (Co. Regn. No. 298351) (the "LANDLORD'S GUARANTOR")

(4)   DONALDSON, LUFKIN & JENRETTE INTERNATIONAL LIMITED whose registered
      office is at Moorgate Hall 155 Moorgate London EC2M 6XB (Co. Regn.
      No. 2475089) (the "TENANT") and

(5)   DONALDSON, LUFKIN & JENRETTE, INC. a corporation incorporated in the
      State of Delaware United States of America whose address for the
      purposes of this lease is 277 Park Avenue New York New York 10172 (the
      "GUARANTOR")

WITNESSETH as follows:-

1.    DEFINITIONS

      In this lease the following expressions have the respective specified
      meanings (subject to any particular interpretation required by clause
      2):-

      (1)   "ACTS OF TERRORISM" means any act or omission of any person acting
            on behalf of or in connection with any organisation (or on his own
            behalf) which carries out activities directed towards overthrowing
            or influencing by force or violence Her Majesty's Government in
            the United Kingdom or any other government de jure or de facto

      (2)   "AGREEMENT FOR INITIAL ALTERATIONS" means the agreement of even
            date herewith and made between the Landlord and the Tenant
            governing the initial fitting out of the Premises

      (3)   "BUILDING" means the land (of which the Premises form part) having
            a frontage to the west side of Bishopsgate and a return frontage
            to the south side of Wormwood Street and all buildings fixtures
            and other structures whatsoever from time to time thereon and the
            appurtenances thereof which land (together with the building now
            erected thereon) is known as 99 Bishopsgate London EC2 and is for
            the purpose of identification shown verged by a blue line on the
            Building Plan together with any adjoining areas designated by the
            Landlord or the Management Company


                                             1
<PAGE>


      (4)   "COMMON PARTS" means all parts of the Building which are from time
            to time intended for the common use and enjoyment of the tenants
            and occupiers of the Building and persons claiming through or
            under them (whether or not other parties are also entitled to use
            and enjoy the same) and reasonably designated as such by the
            Landlord and including without prejudice to the generality of the
            foregoing the pedestrian ways circulation areas lobby entrance
            halls lifts lift shafts fire escapes landings staircases passages
            forecourts car park landscaped areas plant rooms management suites
            and any other areas which are from time to time during the Term
            reasonably provided by the Landlord for common use by or benefit
            of the tenants and occupiers of the Building But excluding (for
            the avoidance of doubt) any premises intended to be let to any
            party or for occupation by the Landlord or the Management Company
            other than for the provision of the Services

      (5)   "DEVELOPMENT" has the meaning ascribed to that expression by
            Planning Law

      (6)   "ELECTRICITY COST" means the actual cost to the Landlord of the
            provision of electricity to the Premises for consumption by the
            Tenant in accordance with its covenant contained at clause 5(4)
            being a fair and reasonable proportion as determined by the
            Landlord of the total cost of the provision of electricity to the
            Building as a whole (including the provision of any security for
            the supply of electricity to the Building which may from time to
            time be required by the relevant undertaker responsible for the
            supply of electricity chosen by the Landlord) which proportion
            shall so far as practicable (save where the same are not in
            working order) be calculated using readings taken in such manner
            and at such times as the Landlord shall from time to time
            determine of the check meters relating to the Premises from time
            to time installed but otherwise shall be determined in such manner
            as the Landlord shall in its discretion consider to be fair and
            reasonable in all the circumstances

      (7)   "ENACTMENT" means every Act of Parliament directive and regulation
            now or hereafter to be enacted or made and all subordinate
            legislation whatsoever deriving validity therefrom

      (8)   "HEAD LEASE" means the lease under which the Landlord holds the
            Premises dated 29th September 1975 made between The Prudential
            Assurance Company Limited (1) and Bishopsgate Developments Limited
            (2) and "Superior Landlord" means the person for the time being
            entitled to the reversion immediately expectant on the term
            granted by the Head Lease and every other person having an
            interest in reversion to that term

      (9)   "GROUP COMPANY" means a company which is either the holding
            company of the Tenant or a wholly owned subsidiary of the Tenant
            or the Tenant's holding company (as both expressions are defined
            in Section 736 Companies Act 1985)

      (10)  "INSURANCE COST" means in respect of any period for which the same
            is required by the Landlord to be calculated the aggregate of the
            amount which the Landlord may reasonably expend:-

            (a)   in effecting and maintaining insurance against the
                  occurrence of the Insured Risks in relation to the Building
                  in such sum as represents its


                                      2
<PAGE>


                  then full current replacement cost with such allowance
                  as the Landlord from time to time considers appropriate in
                  respect of related liabilities and expenses (including
                  without limitation liability to pay any fees or charges on
                  the submission of an application for planning permission and
                  costs which might be incurred in complying with any
                  Enactment in carrying out any replacement work and sums in
                  respect of architects' engineers' and quantity surveyors'
                  and other professional fees and incidental expenses incurred
                  in relation to any works of debris removal and of
                  replacement and all VAT) and

            (b)   in effecting and maintaining any insurance relating to the
                  property owners' liability and the employer's liability of
                  the Landlord in relation to the Building and anything done
                  therein and

            (c)   in professional fees relating to insurance including fees
                  for insurance valuations carried out at reasonable intervals
                  by an independent insurance valuer (but no more than once in
                  any year) and all reasonable fees and expenses payable to
                  advisers in connection with effecting and maintaining
                  insurance policies and claims and

            (d)   equivalent to the total of all reasonable excess sums (being
                  for the avoidance of doubt the first part of any insurance
                  claim) which the insurers are not liable to pay out on any
                  insurance claim in respect of the Building and which the
                  Landlord or the Management Company may have expended in
                  replacing the damaged or destroyed parts of the Building

      (11)  "INSURANCE RENT" means in respect of any period for which the same
            is required by the Landlord to be calculated the aggregate of:-

            (a)   a fair and reasonable proportion attributable to the
                  Premises of the Insurance Cost for the relevant period

            (b)   the reasonable amount which the Landlord may expend in
                  effecting and maintaining insurance against up to six years'
                  loss of the rents first and secondly hereinafter reserved
                  and Service Charge having regard to potential increases of
                  rent in accordance with schedule 4 and with any addition to
                  the amount insured as the Landlord may decide in respect of
                  VAT and

            (c)   (without prejudice to all other provisions of this lease
                  relating to the use of the Premises and the vitiation of any
                  policy of insurance) any reasonable amount which the
                  Landlord may expend in paying all additional premiums and
                  loadings on any policy or policies of insurance required to
                  be paid as a result of anything done or omitted (in breach
                  of the terms of this lease) by the Tenant and

            (d)   any tax charged on any premium for any such insurance

      (12)  "INSURED RISKS" means loss damage or destruction whether total or
            partial caused by Acts of Terrorism fire lightning explosion riot
            civil commotion

                                      3

<PAGE>


            strikes labour and political disturbances and malicious
            damage aircraft and aerial devices (other than hostile aircraft
            and devices) and articles accidentally dropped from them storm
            tempest flood bursting or overflowing of water tanks and pipes
            impact earthquake and accidental damage to underground water oil
            and gas pipes or electricity wires and cables subsidence ground
            slip and heave and such other usual commercial risks or perils
            against the occurrence of which the Landlord may from time to time
            in its reasonable discretion deem it desirable to insure subject
            to such exclusions and limitations as are from time to time
            commonly imposed by insurers and subject also to the exclusion of
            such of the risks specifically hereinbefore mentioned as the
            Landlord may in its reasonable discretion decide where insurance
            cover in respect of the risk in question is not for the time being
            available in the London insurance market on reasonable terms

      (13)  "INTEREST RATE" means a yearly rate three per cent above either
            the base rate of Barclays Bank plc or such other bank (being for
            the time being generally recognised as a clearing bank in the
            London market) as the Landlord may from time to time use for
            general banking purposes or if the base rate cannot be ascertained
            then above such other rate as the Landlord may reasonably specify
            (and so that whenever there is reference in this lease to the
            payment of interest at the Interest Rate such interest shall be
            calculated on a daily basis and compounded with quarterly rests on
            the usual quarter days)

      (14)  "LANDLORD'S SERVICES EQUIPMENT" means all the plant machinery and
            equipment (with associated Service Media) within or serving the
            Building from time to time (whether or not within the Premises or
            other premises let or intended to be let by the Landlord)
            comprising or used in connection with the following systems (to
            the extent specified in the following paragraphs of this
            definition): -

            (i)    the whole of the sprinkler system within the Building
                   (including sprinkler heads)

            (ii)   the whole of the fire detection and fire alarm systems

            (iii)  the whole of the permanent fire fighting systems (but
                   excluding portable fire extinguishers installed by the
                   Tenant or other tenants of the Building)

            (iv)   the whole of the chilled water system

            (v)    the whole of the building management system (including the
                   building security system) installed by the Landlord

            (vi)   the central electrical supply system from the mains supply
                   into the Building so far as (and including) the electrical
                   riser busbars connecting to the distribution boards at each
                   level in the Building which is let or intended to be let by
                   the Landlord

            (vii)  the whole of the air handling system and the electricity
                   supply and control systems for the same

                                      4
<PAGE>


            (viii) the standby generators and associated cabling wiring and
                   duct work

            but excluding in each case any "stand alone" systems
            installed by the Tenant or any other tenant or occupier of the
            Building

      (15)  "LETTABLE UNIT" means any unit of accommodation forming part of
            the Building which is intended by the Landlord at any material
            time to be for separate occupation

      (16)  "NET INTERNAL AREA" has the meaning ascribed to that expression by
            the Code of Measuring Practice - Fourth Edition (RICS/ISVA 1993)
            (or if there shall be no such edition or no such expression for
            the time being the nearest equivalent thereto)

      (17)  "NORMAL BUSINESS HOURS" means 7.30 a.m. to 7.30 p.m. on Mondays to
            Fridays inclusive (except bank holidays) subject to expansion of
            such hours at the reasonable discretion of the Landlord provided
            that such hours will automatically expand if any other tenant in
            the Building is granted the benefit of any expanded hours

      (18)  "OUTSIDE NORMAL BUSINESS HOURS CHARGE" means the whole of the
            actual cost to the Management Company of carrying out or providing
            any of the Services at the request of the Tenant outside Normal
            Business Hours other than any services which are stated to be
            provided 24 hours a day (including without prejudice to the
            generality of the foregoing costs and expenses in the nature of
            those set out in Part II of schedule 6) or in the event of any of
            the Services being carried out or provided outside Normal Business
            Hours to the Tenant and any other tenant or tenants of the
            Building a fair proportion thereof (on a fair and reasonable basis
            between the Tenant and any other tenant or occupier making use of
            such Services) as reasonably determined by the Landlord. PROVIDED
            THAT during the first year of the Term the cost of providing air
            conditioning outside Normal Business Hours shall not exceed 88 per
            hour (in respect of the Premises being the only user of air
            conditioning at the relevant time) or 48 per hour per floor on the
            basis that any five of floors 18, 20 and 22 to 26 of the Building
            are simultaneously using such air conditioning over the whole of
            such floors

      (19)  "PERMITTED PART" means any part or parts of the Premises capable
            of separate occupation

      (20)  "PERMITTED USE" means use as high class offices for any purpose
            within Class B 1(a) (but not for any other purpose within that Use
            Class) of the schedule to the Town and Country Planning (Use
            Classes) Order 1987 and for the avoidance of doubt use of the
            Premises for data processing investor services business trading
            operators and investment banking complies with this provision

      (21)  "PLANNING LAW" means every Enactment for the time being in force
            relating to the use development and occupation of land and
            buildings and every planning permission statutory consent and
            agreement made under any Enactment relating to the Building


                                      5
<PAGE>


      (22)  "PLANS" means the plans annexed hereto and "Building Plan" means
            that one of them so marked

      (23)  "PREMISES" means the premises described in schedule 1 and all
            permitted additions alterations and improvements made to them

      (24)  "PUBLIC AUTHORITY" means any Secretary of State and any government
            department public local regulatory fire or any other authority or
            institution having functions which extend to the Premises or
            their use and occupation and any court of law and the companies or
            authorities responsible for the supply of water gas and
            electricity or any of them and any of their duly authorised
            officers

      (25)  "REINSTATEMENT SPECIFICATION" means the specification annexed
            hereto or in the event that materials listed in the specification
            are not available from time to time or appropriate for use (in the
            Landlord's reasonable opinion) then reference to such materials
            will be substituted by reference to materials of not materially
            less quality which perform a similar function PROVIDED THAT save
            to the extent that items of plant and equipment have been altered
            during the Term the Tenant shall not be required to replace
            existing items of plant and equipment for new items subject to the
            existing items being in good working order

      (26)  "REVIEW DATE" means each of:-

            (a)   the 24th October in the years Two thousand and one and every
                  fifth anniversary of that date during the Term (and the last
                  day of the Term)

            (b)   any date so stipulated by virtue of paragraph 5 of schedule
                  4

      (27)  "SERVICES" means the services and other matters specified in
            clause 6 and Part I of schedule 6

      (28)  "SERVICE MEDIA" means those parts of the Building comprising gas
            water drainage electricity telephone telex signal and
            telecommunications heating cooling ventilation air conditioning
            fire alarm and other pipes drains sewers mains cables wires supply
            lines ducts conduits flues and all other common conducting media
            plant appliances and apparatus for the provision supply control
            and monitoring of services to or from the Building and other
            common equipment

      (29)  "TERM" means a term of years commencing on the date hereof and
            expiring 23rd October 2011 and includes any period of holding over
            or extension whether by any Enactment or common law

      (30)  "TERMINATION NOTICE" means not less than 12 months and 1 day's
            prior written notice unless either:

            (a)   any Enactment or decision not capable of appeal on a point
                  of law confirming that the Tenant is not entitled to a new
                  tenancy on the expiration of such notice is in force or
                  upheld as at 22nd October


                                        6


<PAGE>

                                




                                [GRAPHIC OMITTED]


                               99 Bishopsgate EC2

                              Twentieth Floor Tower



<PAGE>




                                [GRAPHIC OMITTED]


                               99 Bishopsgate EC2

                                  Building Plan

<PAGE>

                   2007 (in which case not less than 6 months prior written 
                   notice need be given); or

            (b)    any other tenant enters into a lease prior to September
                   1998 of premises comprising at least a floor of the
                   building within the security of tenure protections of the
                   Landlord and Tenant Act 1954 for a term of not less than 10
                   years (without break rights) and is granted right to
                   determine such lease on less than such 12 months' and 1
                   day's prior written notice (in which case the notice period
                   hereunder shall be reduced to such notice period as is
                   granted to such tenant in such circumstances)

      (30)  "VAT" means Value Added Tax as referred to in the Value Added Tax
            Act 1994 (or any tax of a similar nature which may be substituted
            for or levied instead of it by statutes)

2.    INTERPRETATION

      (1)   Words importing the singular include the plural and vice versa and
            words importing one gender include both other genders

      (2)   The expressions "Landlord" "Tenant" "Management Company" and
            "Guarantor" wherever the context so admits include their
            respective successors in title and where a party comprises more
            than one person covenants and obligations of that party take
            effect as joint and several covenants and obligations

      (3)   A covenant by the Tenant not to do (or omit) any act or thing also
            operates as a covenant to use reasonable endeavours not to permit
            or suffer it to be done (or omitted) and to prevent (or as the
            case may be to require) it being done

      (4)   References in this lease to:-

            (a)    any clause sub-clause schedule or paragraph is a reference
                   to the relevant clause sub-clause schedule or paragraph of
                   this lease and clause and schedule headings shall not
                   affect the construction of this lease

            (b)    any right of (or covenant to permit) the Landlord or the
                   Management Company to enter the Premises shall also be
                   construed (subject always to the proviso to clause 4(9))
                   as entitling the Landlord to remain on the Premises with
                   or without equipment and permitting such right to be
                   exercised by all persons authorised by the Landlord for as
                   short a period as reasonably practicable and making good
                   all damage caused and causing as little inconvenience as
                   reasonably possible save where the right of entry is
                   exercised to remedy any breach hereunder where the
                   Landlord only undertakes to make good damage caused

            (c)    any consent licence or approval of the Landlord or words
                   to similar effect mean a consent licence or other approval
                   in writing signed by or on behalf of the Landlord and
                   given before the act requiring consent licence or approval



                                      7
<PAGE>



            (d)    the Premises (except in clause 4(15)) shall be construed
                   as extending where the context permits to any part of the
                   Premises

            (e)    a specific Enactment includes every statutory modification
                   consolidation and re-enactment and statutory extension of
                   it for the time being in force except in relation to the
                   Town and Country Planning (Use Classes) Order 1987 which
                   shall be interpreted exclusively by reference to the
                   original provisions of Statutory Instrument 1987 No 764
                   whether or not the same may at any time have been revoked
                   or modified

            (f)    the last year of the Term includes the final year of the
                   Term if it shall determine otherwise than by effluxion of
                   time and references to the expiry of the Term include such
                   other determination

      (5)   (a)    Where the context permits rents or other sums being due
                   from the Tenant to the Landlord or the Management Company
                   mean that they are exclusive of any VAT

            (b)    whenever the consent licence or approval of the Landlord
                   is required under this lease the relevant provision shall
                   be construed as also requiring (and any consent licence or
                   approval given by the Landlord shall be deemed subject to
                   the need for) the consent licence or approval of the
                   Superior Landlord (for which the Landlord shall apply at
                   the Tenant's reasonable cost) where the same is required
                   under the Head Lease except that nothing in this lease or
                   in any consent licence or approval by the Landlord shall
                   imply that the Superior Landlord's consent licence or
                   approval will not be unreasonably withheld or delayed

            (c)    references to any right of (or covenant to permit) the
                   Landlord to enter the Premises shall extend to the Superior
                   Landlord and to all persons authorised by it and shall be
                   construed in the manner required by clause 2(4)(b) but in
                   relation to the Superior Landlord and those with its
                   authority

            (d)    the rights excepted and reserved in schedule 3 are also 
                   excepted and reserved for the benefit of the Superior 
                   Landlord

3.    DEMISE AND RENTS

      The Landlord at the request of the Guarantor DEMISES unto the Tenant ALL
      THAT the Premises TOGETHER WITH the easements and rights specified in
      schedule 2 exercisable in common with the Landlord and all others with
      its authority or otherwise from time to time entitled thereto EXCEPT and
      RESERVED unto the Landlord and all other persons authorised by it from
      time to time during the Term or otherwise from time to time entitled
      thereto (including the Management Company in relation to the provision
      of the Services) the easements and rights specified in schedule 3



                                      8
<PAGE>



      TO HOLD the Premises unto the Tenant (together with and except and
      reserved as aforesaid) for the Term SUBJECT to all rights easements
      covenants stipulations and other matters affecting the same and SUBJECT
      to the provisions of the deeds and documents mentioned in schedule 7

      YIELDING AND PAYING therefor:

      FIRST yearly and proportionately for any part of a year until 29th
      September 1998 a peppercorn (if demanded) and thereafter until the first
      Review Date (and thereafter as determined pursuant to schedule 4) the
      yearly rent of Four hundred and fifty six thousand one hundred and
      ninety five pounds (pounds sterling 456,195) exclusive of VAT (subject
      to clause 5(6)) payable by equal quarterly payments to be made in
      advance on the usual quarter days in every year the first such payment
      to be made on 29th September 1998

      SECONDLY as additional rent from time to time the Insurance Rent payable 
      on demand

      THIRDLY as additional rent on demand (in addition and without prejudice
      to the Landlord's right of re-entry and any other right) interest at the
      Interest Rate on any sum owed by the Tenant to the Landlord whether as
      rent or otherwise which is not:-

      (a)   received in cleared funds by the Landlord within 10 days
            following the due date (or in the case of money due only on demand
            within fourteen days after the date of demand) calculated for the
            period commencing on the due date for payment and ending on the
            date the sum and the interest is received in cleared funds by the
            Landlord

      (b)   demanded (or if tendered is for the time being refused) by the
            Landlord in circumstances where it is prudent for it not to demand
            or accept any payment having regard to a breach of any of the
            Tenant's obligations under this lease of which the Tenant has
            received notice calculated for the period commencing on the due
            date for payment and ending on the date the sum (and the interest)
            is subsequently received by the Landlord

      FOURTHLY as additional rent all VAT for which the Landlord is or may
      become liable to account to H.M. Customs & Excise (or other relevant
      body to whom account has for the time being to be made) on the supply by
      the Landlord to the Tenant under or in connection with the provisions of
      this lease or the interest created by it and of any other supplies
      whether of goods or services such rent fourthly reserved to be due for
      payment contemporaneously with the other rents or sums to which it
      relates

      AND FIFTHLY a rent equal to the Electricity Cost such rent to be payable
      on demand (either annually or by instalments) as the Landlord shall
      determine

4.    TENANT'S COVENANTS

      The Tenant covenants with the Landlord (and in respect of sub-clause
      4(30) also with the Management Company) throughout the Term subject to
      clause 4(15):



                                      9
<PAGE>



Rent

(1)   To pay the rents reserved by this lease on the days and in the manner
      set out in clause 3 without deduction or set off and (unless for the
      time being the Landlord shall have required in writing to the contrary)
      to pay the rent first reserved (together with any sum in respect of the
      rent fourthly reserved as may be applicable thereto) by banker's
      standing order to such bank as the Landlord may from time to time
      nominate

VAT

(2)   Subject to clause 5(6) wherever the Tenant is required to pay any amount
      to the Landlord hereunder by way of reimbursement or indemnity to pay on
      the production of a valid VAT invoice to the Landlord (as applicable) in
      addition an amount equivalent to any VAT incurred by the Landlord save
      to the extent that the Landlord obtains credit for such VAT incurred by
      the Landlord pursuant to sections 24 25 and 26 Value Added Tax Act 1994
      or any regulations made thereunder

OUTGOINGS

(3)   To pay all rates taxes charges and other outgoings whatsoever now or
      hereafter assessed charged or imposed upon the Premises or upon their
      owner or occupier (and a proper proportion determined by the Landlord
      attributable to the Premises of any rates taxes charges and other
      outgoings now or hereafter assessed charged or imposed upon the Premises
      in common with other premises or upon the owners or occupiers thereof)
      and (to the extent the Tenant does not pay it directly to the relevant
      supplier) the total cost (including meter rents) of all water (including
      chilled water) electricity and gas separately metered and/or exclusively
      supplied to the Premises during the Term as reasonably determined by the
      Landlord excluding (without prejudice to the rent fourthly reserved and
      clause 4(2)) any tax payable by the Landlord as a direct result of any
      actual or implied dealing with the reversion of this lease or of the
      Landlord's receipt of income

COMPLIANCE WITH ENACTMENTS

(4)   To comply with the requirements of all Enactments and of every Public
      Authority (including the due and proper execution of any works) in 
      respect of the Premises their use occupation employment of personnel in
      them and any work being carried out to them (whether the requirements are
      imposed upon the owner lessee or occupier) and not to do or omit anything 
      by which the Landlord may become liable to make any payment or do 
      anything under any Enactment or requirement of a Public Authority

NOTICES

(5)   As soon as reasonably practicable and in any event within 5 working days
      of receipt of the same to give to the Landlord notice of (and a
      certified copy of) any notice permission direction requisition order or
      proposal made by any Public Authority and without delay to comply in all
      respects at the Tenant's




                                      10
<PAGE>



      cost with the provisions thereof save that the Tenant shall if so
      required by and at the cost of the Landlord make or join in making such
      objections or representations in respect of any of them as the Landlord
      may reasonably require

REPAIR

(6)   To put and keep the Premises (and any works or installations made
      pursuant to paragraphs 4 and 5 of Schedule 2) in good and substantial
      repair and condition (damage by any of the Insured Risks excepted to the
      extent that the insurance money shall not have been rendered
      irrecoverable subject to clause 5(2)(b) or insufficient because of some
      act or default of the Tenant or of any person deriving title under or
      through it or their respective servants or agents or invitees) and to
      replace whenever necessary during the Term and on expiry of the Term the
      landlord's fixtures and fittings (including any fitted carpets) in the
      Premises which may have become beyond economic repair with items of the
      same type and quality

DECORATION AND GENERAL CONDITION AND SERVICING

(7)   (a) To keep the Premises maintained to a high standard of decorative
          order and finish and properly cleansed and tidy and (without 
          prejudice to the foregoing) as often as the same shall be necessary 
          (and not less frequently than once in every fifth year of the Term 
          but not more than once in any 18 month period) and also in the last 
          year of the Term to clean paint polish or otherwise treat as the case
          may be all inside surfaces of wood and metal work of the Premises 
          usually or requiring to be painted polished or otherwise treated with
          two coats at least of high quality paint or polish vinyl wall 
          coverings (where applicable) or other appropriate materials in a good
          and workmanlike manner (and during the last year of the Term in the 
          colour scheme specified and otherwise in accordance with the 
          Reinstatement Specification) PROVIDED ALWAYS THAT the Tenant shall 
          not be obliged to carry out any such decorative treatment if the need
          for it is caused by damage by any of the Insured Risks to the extent 
          (subject to clause 5(2)(b)) that the insurance money shall not have 
          been rendered irrecoverable or insufficient because of some act or
          default of the Tenant or of any person deriving title under or through
          it or their respective servants agents or invitees

      (b) To clean the inside of all external window glazing in the Premises
          at least once in every month using reputable contractors

      (c) To enter into and maintain contracts for the regular inspection
          maintenance and servicing of all fixed plant and equipment
          comprised in the Premises which has or is likely to have any
          impact on the Landlord's Services Equipment by reputable
          contractors approved by the Landlord (such approval not to be
          unreasonably withheld) and to obtain satisfactory test certificates
          as may be reasonably required by the




                                      11
<PAGE>



          insurers and whenever reasonably required to produce copies of such
          contracts and certificates

REFUSE

(8)   Not to deposit any refuse on any of the Common Parts except in areas
      designated for such purpose from time to time by the Landlord and to
      comply with all requirements of any Public Authority and any reasonable
      regulations made by the Landlord pursuant to clause 4(27) in relation to
      control over and disposal of rubbish

TO PERMIT ENTRY

(9)   To permit the Landlord (and persons authorised by the Landlord) at
      reasonable times in compliance with the Tenant's reasonable security
      requirements on reasonable prior written notice (except in an emergency)
      to enter the Premises in order to:-

      (a) examine their state of repair

      (b) ascertain that the covenants and conditions of this lease have been
          observed

      (c) take any measurement or valuation of the Premises

      (d) rebuild renew cleanse alter test maintain repair inspect and make 
          connections to any part of the Building including the Service Media 
          (PROVIDED that the Landlord will procure that such entry takes place 
          outside Normal Business Hours where practicable)

      (e) during the last six months of the Term (or at any time in the case of
          a disposal of the Landlord's interest) to show the Premises to 
          prospective purchasers or tenants and their agents

      (f) exercise the rights described in schedule 3

COMPLIANCE WITH NOTICES RELATING TO REPAIR OR CONDITION

(10)  (a) To comply with any notice requiring the Tenant to remedy any breach
          of its covenants

      (b) If the Tenant shall not within a reasonable time comply with any such
          notice to permit the Landlord and any authorised person to enter the
          Premises to remedy the breach as the Tenant's agent and at the 
          Tenant's proper cost the Landlord making good any damage caused

      (c) To pay to the Landlord on demand all the proper costs and expenses
          incurred by the Landlord under the provisions of this sub-clause



                                      12
<PAGE>



ENCROACHMENTS

(11)  (a) To preserve all rights of light and other easements belonging to the
          Premises and not knowingly to give any acknowledgment that they are
          enjoyed by consent

      (b) Not knowingly to do or omit anything which might subject the
          Premises to the creation of any new easement and to give notice to 
          the Landlord forthwith of any encroachment which might have that 
          effect

ALTERATIONS AND REINSTATEMENT

(12)  (a) Not to carry out any Development of or on the Premises nor (without
          prejudice to the exclusion of structural parts from the demise of the
          Premises) any works affecting any structural parts of the Building and
          not to commit any waste

      (b) Without prejudice to any other rights of the Landlord in respect of 
          areas not included in the Premises not to install or erect any 
          exterior lighting shade or awning or place any structure or other
          thing outside the Premises

      (c) Without prejudice to paragraphs (a) and (b) of this sub-clause and
          subject to the provisos to this paragraph (c) not to make any other
          alteration or addition to the Premises (including all electrical and 
          other plant and equipment and the installation and removal of 
          demountable partitioning) except:-

          (i)    in accordance with plans and  specifications  (adequately
                 describing the work in question and the manner in which the
                 work will be carried out) previously submitted at the Tenant's
                 expense in triplicate to and approved by the Landlord (such
                 approval  not  to  be  unreasonably  withheld  or  delayed
                 PROVIDED THAT the Landlord shall respond to the Tenant's
                 submission within 10 working  days in the case of minor
                 alterations (excluding any alterations which affect any of the
                 Landlord's Services Equipment) and if the Landlord fails to
                 respond within 10 working days as aforesaid it shall be deemed
                 to have accepted such minor alterations AND PROVIDED FURTHER 
                 that the initial fitting out of the Premises following the 
                 date hereof shall be governed by the Agreement for Initial
                 Alterations

          (ii)   in a manner which shall not materially and adversely affect
                 the Landlord's Services Equipment any Service Media or the
                 provision of any of the Services

          (iii)  in accordance with any relevant terms conditions
                 recommendations and regulations of any Public Authority
                 (and in particular in relation to any electrical
                 installation in accordance with the terms and conditions laid
                 down by the




                                      13
<PAGE>



                 Institution of Electrical Engineers and the Regulations of
                 the Electricity Supply Authority) and the insurance company
                 with whom the Premises are for the time being insured and

          (iv)   in a good and workmanlike manner

          PROVIDED ALWAYS THAT subject to clause 4(12)(c)(i):-

          (I)    no such alterations or additions shall be carried out until
                 the Landlord has issued its consent in writing to which the
                 Tenant shall if required join as a party

          (11)   once any such alterations or additions have been carried out
                 the Tenant shall supply to the Landlord as-built plans in 
                 triplicate (together with a computer aided design disk and 
                 35 mm slides) showing the works as carried out

      (d) At the expiry of the Term to remove:-

          (i)    all alterations and additions made to the Premises by the 
                 Tenant

          (ii)   all work done in connection with the original fitting out by 
                 the Tenant in pursuance of the Agreement for Initial 
                 Alterations

          and to restore and make good the Premises in accordance with the
          Reinstatement Specification in a proper and workmanlike manner to
          the condition and design which existed before the alterations or
          additions were made with all services properly sealed off

USE

(13)  Not to use the Premises or any chattels in them:-

      (a)   for any purpose (and not to do anything in or to the Premises) which
            may be or become or cause a nuisance obstruction or damage to any
            person or property

      (b)   for a sale by auction or for any public meeting or for any
            dangerous noxious noisy illegal or immoral trade business or
            activity or for residential purposes and not to use the Common
            Parts for the transaction of any business or

      (c)   (without prejudice to the preceding paragraphs of this sub-clause)
            except for the Permitted Use

SIGNS

(14) (a)    Not to erect any aerial satellite dish sign signboard pole antenna 
            wire or other apparatus on the outside of the Building save for the
            right granted pursuant to paragraph 3 of schedule 2


                                      14
<PAGE>



     (b)          Not to affix or exhibit so as to be visible from outside the
                  Premises any placard sign notice fascia board or
                  advertisement except the approved signs referred to in
                  paragraph 3 of schedule 2

ALIENATION

(15) (a)          If the Tenant at any time desires to assign the whole of the
                  Premises the Tenant shall first by an irrevocable 
                  unconditional written notice ("the Tenant's Notice") served 
                  upon the Landlord offer to surrender or assign this lease 
                  upon such financial terms and conditions as the Tenant may
                  desire

     (b)          If the Landlord wishes to accept such surrender or
                  assignment it shall within twenty-one days of receipt of the
                  Tenant's Notice serve a counter-notice ("the
                  Counter-Notice") upon the Tenant stating as much

     (c)          If the Landlord serves a Counter-Notice on the Tenant then 
                  the Tenant shall surrender or assign (at the Landlord's 
                  option) the Premises to the Landlord (or as the Landlord may 
                  direct) within six months of receipt of the Counter-Notice 
                  either with vacant possession or subject only to a permitted
                  underletting and the Tenant's liability hereunder shall cease
                  in respect of any matters arising following the date of such
                  assignment or surrender but without prejudice to any 
                  antecedent breaches of covenant

     (d)          If the Landlord does not serve a Counter-Notice then the 
                  Tenant must (if it wishes to assign) complete its assignment 
                  on terms greater than 95 per cent in value of the terms and 
                  conditions stipulated in the Tenant's Notice within six 
                  months from the date of the Tenant's Notice and if the 
                  Tenant shall fail to complete within such period if it still 
                  wishes to assign the whole of the Premises it must reinstate 
                  the procedure set out in this clause 4(15)

     (e)          Subject to the foregoing provisions of this sub-clause 4(15)
                  not to assign mortgage charge or underlet or in any other
                  manner part with possession of any part (being less than the
                  whole) of the Premises or agree to do so except that the
                  Tenant may underlet the whole of (but not more or less than)
                  any Permitted Part or Permitted Parts in accordance with
                  paragraphs (h) and (i) of this sub-clause

     (f)          Subject to the foregoing provisions of this sub-clause 4(15)
                  not to assign underlet or otherwise part with possession of
                  or the whole of the Premises or agree to do so except that
                  the Tenant may assign or underlet the whole of the Premises
                  in accordance with paragraph (g) or (h) respectively of this
                  sub-clause

(ASSIGNMENT)

      (g)          (i) Not to assign the whole of the Premises without first
                   obtaining the Landlord's consent issued within 2 months
                   before completion of the assignment which consent shall not
                   be unreasonably withheld or delayed but which may be
                   granted




                                      15
<PAGE>


      subject to any one or more of the conditions referred to in paragraph
      (g)(ii) and which may be withheld if any one or more of the
      circumstances referred to in paragraph (g)(iii) exist

(ii)  The conditions referred to in paragraph (g)(i) (which are specified for
      the purposes of section 19(1A) Landlord and Tenant Act 1927) are:

      AUTHORISED GUARANTEE

      (a)   that the Tenant shall enter into an authorised guarantee agreement
            (as defined in section 16 Landlord and Tenant (Covenants) Act
            1995) with the Landlord in a form which the Landlord reasonably
            requires

      THIRD PARTY GUARANTEE/RENT DEPOSIT

      (b)   that if so reasonably required by the Landlord the proposed
            assignee shall have procured covenants with the Landlord by a
            guarantor or guarantors (not being the Tenant or any guarantor)
            reasonably acceptable to the Landlord in a form acceptable to the
            Landlord (acting reasonably);

      INTRA GROUP DEALINGS

      (c)   if the proposed assignee is a Group Company the Tenant
            shall have procured either:

            (A)    if the Tenant's obligations under this lease are guaranteed
                   by another Group Company that such Group Company covenants
                   with the Landlord on the same terms (mutatis mutandis) as
                   those contained in clause 10; or

            (B)    if there is no  guarantor  of the  Tenant's
                   obligations under this lease and if the assignee is
                   not at the date of the application for consent to
                   the proposed assignment in the reasonable
                   opinion of the Landlord of financial standing
                   equivalent to or greater than the Tenant at the
                   date of this lease that the proposed assignee
                   procures covenants by a Group Company which
                   is not the Tenant or the proposed assignee and
                   which is in the reasonable opinion of the
                   Landlord of financial standing equivalent to or
                   greater than the Tenant in the same terms
                   (mutatis mutandis) as those contained in clause
                   10; and



                                      16
<PAGE>



            (iii)  The circumstances referred to in paragraph (g)(i) (which are
                   specified for the purposes of section 19(1A) Landlord and
                   Tenant Act 1927) are:-

                   (a)   where the Tenant's solicitors have not given an
                         undertaking to the Landlord's solicitors to pay all
                         reasonable legal surveyor's and management  costs
                         disbursements and VAT arising on the application for
                         consent to such assignment whether or not consent is
                         granted unless the Landlord unreasonably withholds
                         consent in circumstances where it is required to be
                         reasonable; and/or

                   (b)   where any of the rents and Interim Sum due from the
                         Tenant to the Landlord or the Management Company
                         respectively under this lease remain unpaid at the
                         date of the application for consent to the proposed
                         assignment

(UNDERLETTING)

     (h)   Not to underlet the whole of the Premises or any Permitted Part 
           (each being referred to in this paragraph as the premises) except:-

           (i)    to a person who before the underletting shall have covenanted
                  with the Landlord to observe and perform the Tenant's
                  obligations under this lease during the sub-term to the extent
                  they relate to the premises demised by the underletting (other
                  than the payment of rents) and a covenant not to assign the
                  whole of the premises without the Landlord's consent (which
                  shall not be unreasonably withheld or delayed) and an
                  unqualified covenant not to assign part of the premises or to
                  underlet or otherwise part with possession or share the
                  occupation of the premises or any part of them

           (ii)   by reserving as a yearly rent without payment of a fine or
                  premium (in addition to the service and insurance and other
                  rents payable under this lease except the rent first hereby
                  reserved or (in the case of underletting of a Permitted
                  Part) a pro rata proportion of them) an amount equal to:-

                  (a)   (in the case of an underletting of the Premises) the 
                        then open market rack rental value of the Premises

                  (b)   (in the case of an underletting of a Permitted Part) a 
                        pro rata proportion of the then open market rack rental 
                        value of the Premises

                   the proportion in each case being calculated by reference
                   to the Net Internal Area of the Permitted Part in relation
                   to the Net Internal Area of the Premises, in all cases such
                   rent to be payable by equal quarterly instalments in
                   advance on the usual




                                      17
<PAGE>



            quarter days and to be approved by the Landlord prior to the
            underletting (such approval not to be unreasonably withheld or
            delayed) but the amount of such rent and the approval of the
            Landlord thereto may not be used as evidence by the Tenant for the
            purpose of any rent review pursuant to this lease

      (iii) by a form of underlease:-

            (a)    by which the principal rent reserved by the underlease is
                   reviewed upwards only at not greater than five year
                   intervals during the sub-term in accordance with the same
                   principles (mutatis mutandis) and at the times as apply to
                   the rent first reserved by this lease

            (b)    requiring the underlessee to observe and perform all the
                   covenants and other provisions binding on the Tenant under
                   this lease (other than the covenant by the Tenant to pay
                   rents) to the extent they relate to the premises and
                   containing:-

                   (A)   a condition for re-entry by the underlessor on
                         breach of any covenant by the underlessee

                   (B)   a qualified covenant not to assign the whole of the
                         premises and an absolute covenant not to assign part
                         of the premises or to underlet or otherwise part with
                         possession or share the occupation of the premises or
                         any part of them

      (iv)  with the Landlord's consent issued within three months before
            completion of the underletting which consent (subject to
            compliance with the foregoing conditions precedent) shall not be
            unreasonably withheld or delayed

(i)   In relation to an underlease of a Permitted Part:-

      (i)   not to include in the sub-demise any part of the entrance to or
            the reception area of the Premises

      (ii)  to except from the underlease all necessary circulation areas and
            plant and equipment which will serve the Premises in common and to
            reserve a separate service charge rent in respect of their
            maintenance repair and renewal

      (iii) not as a result of the grant to create or permit the creation of
            more than four separate occupations affecting the whole of the
            Premises (occupations in right of this lease counting as one
            occupation)

      (iv)  not to grant or agree to grant the underlease without providing
            for the exclusion of sections 24 to 28 inclusive of the Landlord
            and Tenant Act 1954 in relation to the underlease in pursuance




                                      18
<PAGE>


            of an Order duly made under section 38(4) of that Act before
            the date of grant

(j)         To enforce the observance and performance by every such 
            underlessee and its successors in title of the provisions of the 
            underlease and not expressly or impliedly to waive any breach of 
            them nor vary the terms of any underlease

(k)         Not to agree any reviewed rent payable under an underlease without
            the Landlord's consent and if the rent review under any underlease
            is to be determined by an independent person not to agree his
            appointment without the Landlord's consent (PROVIDED ALWAYS THAT the
            Landlord shall not unreasonably withhold or delay any consent
            required under this sub-paragraph) and to procure that any
            representations which the Landlord may wish to make in relation to
            the rent review are duly submitted to the independent person and to
            provide to the Landlord promptly on the same becoming available
            copies of any representations made by or on behalf of the Tenant or
            the underlessee in relation to such rent review

(SHARING OCCUPATION)

(1)         Not to part with or share the occupation of the Premises or any part
            of them except that the Tenant may share occupation with a company
            which is (but only for so long as it remains) either the holding
            company of the Tenant or a majority-owned subsidiary of the Tenant
            or of the Tenant's holding company (as those expressions are defined
            in section 736 Companies Act 1985) 50 long as the Tenant does not
            grant the person sharing occupation exclusive possession (so that
            such company occupies as licensee only without creating any
            relationship of landlord and tenant) nor otherwise transfer or
            create a legal estate and the Tenant shall notify the Landlord of
            the identity of each company in occupation

REGISTRATION

(16) (a)    Within twenty-one days after any disposition or devolution of
            this lease or of any estate or interest in or derived out of it to
            give notice in duplicate of the relevant transaction to the Landlord
            for registration with a certified copy of the relevant instrument
            and to pay to the Landlord a fair and reasonable fee for each such
            registration of not less than twenty five pounds

     (b)    To register with the Landlord particulars of the determination of
            every rent review under any underlease of the Premises within 
            fourteen days after the date of determination



                                      19
<PAGE>



PAYMENT OF COST OF NOTICES CONSENTS ETC.

(17)  To pay on demand all reasonable expenses (including counsels'
      solicitors' surveyors' and bailiffs' fees) properly incurred by the
      Landlord in and incidental to:

      (a)   the preparation and service of a notice under section 146 Law of
            Property Act 1925 or in contemplation of any proceedings under
            section 146 or 147 of that Act notwithstanding that forfeiture is
            avoided otherwise than by relief granted by the court and

      (b)   every reasonable step taken during or after the expiry of the Term
            in connection with the enforcement of the Tenant's obligations
            under this lease including the service or proposed service of all
            notices and schedules of dilapidations and

      (c)   every application for consent licence or approval under this lease
            but not if the application is unreasonably refused or delayed or
            granted subject to unreasonable conditions (where such consent is
            not to be unreasonably withheld or delayed)

MACHINERY

(18)  Not to install in the Premises any plant or machinery other than usual
      office equipment without the Landlord's consent which shall not be
      unreasonably withheld PROVIDED ALWAYS THAT no plant or machinery shall
      be installed or operated in the Premises and nothing shall be done or
      omitted in them which may cause:-

      (a)   the efficiency of the heating ventilation air conditioning and 
            cooling system installed in the building to be diminished or 
            impaired in any way

      (b)   noise dust fumes smell vibration or electrical interference
            affecting or having any other intrusive effect on any other part
            of the Building or other adjoining property or persons outside the
            Premises

OBSTRUCTION/OVERLOADING

(19)  Not to obstruct:-

      (a)   or damage any part of the Building or exercise any of the rights 
            granted by this lease in a way which causes nuisance or damage

      (b)   any means of escape

      (c)   or discharge any deleterious matter into

            (i)    any pipe drain or other conduit serving the Premises and
                   (to the extent they lie within the Premises) to keep them
                   clear and functioning properly or

            (ii)   any Service Media



                                      20
<PAGE>


      (d)   or stop-up or darken the windows and other openings of the Premises

      nor to overload or cause undue strain to the Service Media or any other 
      part of the Building and in particular not to suspend any undue weight
      from the ceilings or walls of the Premises and not to exceed the 
      following floor loadings:-

            floor finishings:   :     4 kN/m2 (80lbs per sq.ft)

            live load           :     1kN/m2 (20lbs per sq.ft)

      (e)   any requisite notice erected on the Premises including any erected
            by the Landlord in accordance with its powers under this lease

PARKING/GOODS DELIVERY

(20)  To ensure that all loading unloading deliveries and despatch of goods is
      carried out only by using the service accesses and goods lifts
      designated by the Landlord for the use of the Premises

PLANNING LAW AND COMPENSATION

(21)  Without prejudice to clause 4(4) at all times during the Term to comply
      with the provisions and requirements of Planning Law relating to or
      affecting

     (a)   (i)     the Premises

           (ii)    any operations works acts or things carried out executed
                   done or omitted on the Premises

           (iii)   the use of the Premises

           (iv)    the use by the Tenant of (and the exercise of any other 
                   rights hereunder in respect of) any other parts of the 
                   building

      (b)   Subject to the provisions of paragraph (c) of this sub-clause as
            often as occasion requires during the Term at the Tenant's expense
            to obtain and if appropriate renew all planning permissions (and
            serve all notices) required under Planning Law in respect of the
            Premises whether for the carrying out by the Tenant of any
            operations or the institution or continuance by the Tenant of any
            use of the Premises or any part thereof or otherwise

      (c)   Not without the Landlord's consent (such consent not to be
            unreasonably withheld or delayed) to apply for any planning 
            permission relating to the Premises (and not to apply for any such 
            planning permission relating to any other part of the Building) but
            so that subject to compliance with paragraph (e) of this sub-clause
            the Landlord's consent shall not be unreasonably withheld or 
            delayed to the making of a planning application in respect of the 
            Premises relating to any operations or use or other thing (if any) 
            which assuming it to be implemented in accordance with Planning Law
            would otherwise not be in breach of the provisions of this lease



                                      21
<PAGE>



      (d)   If the Landlord so requires in connection with any relevant
            proposal by the Tenant to apply for a determination under section
            191 or 192 Town and Country Planning Act 1990

      (e)   If the Landlord consents in principle to any application by the
            Tenant (which it hereby agrees to consider and determine with all
            due expedition) for planning permission to submit a draft of the
            application to the Landlord for its approval and to give effect to
            its reasonable requirements in respect thereof and if and to the
            extent the Landlord so requires to lodge the application with the
            relevant authority in the joint names of the Landlord and the
            Tenant and in duplicate

      (f)   Not to implement any planning permission before the Landlord has
            acknowledged that its terms are acceptable nor before the Landlord
            has received any cash or other security which it reasonably
            requires for compliance with any conditions imposed by the
            planning permission

      (g)   If the Landlord at the Landlord's cost reasonably requires or the 
            Tenant desires to lodge and progress diligently an appeal against 
            any refusal of an application for planning permission lodged in 
            respect of the Premises by the Tenant or by any person claiming 
            under or through the Tenant (whether or not lodged in its name 
            alone) the Landlord undertakes to co-operate fully with the Tenant
            in respect of any such appeal unless such appeal would be likely to
            have a material and adverse effect on the Landlord's interests in 
            the Building

      (h)   Unless the Landlord otherwise directs to complete before the
            expiry of the Term all works on the Premises required as a
            condition of any planning permission implemented by the Tenant or
            by any person claiming under or through it

      (i)   If the Tenant receives or is entitled to receive any statutory
            compensation under any Enactment in relation to its interest in
            the Premises the Tenant shall on any determination of its interest
            prior to the expiry of this lease by effluxion of time forthwith
            make such provision as is just and equitable for the Landlord to
            receive its due benefit from such compensation

INDEMNITY

(22)  To indemnify the Landlord against all expenses proceedings costs claims
      damages demands and any other liability or consequence arising out or in
      respect of any breach of any of the Tenant's obligations under this
      lease (including all costs reasonably incurred by the Landlord in an
      attempt to mitigate any such breach) or of any act omission or
      negligence of the Tenant or any person at the Premises with the Tenant's
      authority



                                      22
<PAGE>



DEFECTIVE PREMISES

(23)  On becoming aware of the same (or when the Tenant ought reasonably to
      have become aware of the same) to give notice forthwith to the Landlord
      of any defect in the Premises which might give rise to:-

     (a)          an obligation on the Landlord to do or refrain from doing 
                  anything in relation to the Premises or

     (b)          any duty of care or the need to discharge such duty imposed 
                  by the Defective Premises Act 1972 or otherwise

      and at all times to display and maintain all notices which the Landlord
      may from time to time reasonably require to be displayed at the Premises
      in relation to their state of repair and condition

INSURANCE AND FIRE FIGHTING EQUIPMENT

(24) (a)           Not to do or omit anything by which any insurance policy 
                   (relevant extracts of which shall have been provided to the
                   Tenant) relating to the Building or any part of it becomes 
                   void or voidable or by which the rate of premium on such
                   policy may be increased 

     (b)           To comply with all proper requirements of the insurers and 
                   to provide and maintain unobstructed appropriate operational
                   fire fighting equipment and fire notices on the Premises

     (c)           To notify the Landlord forthwith of:-

                   (i)  any incidence of any Insured Risk on the Premises and of
                        any other event which ought reasonably to be brought to
                        the attention of insurers and of which the Tenant ought
                        reasonably to be aware

                   (ii) the insurable value of any fixture installed in the 
                        Premises by the Tenant or any person claiming under or 
                        through the Tenant

     (d)           That if at any time the Tenant or any person claiming under
                   or through it shall be entitled to the benefit of any
                   insurance of the Premises to cause all money paid under such
                   insurance to be applied in making good the loss or damage in
                   respect of which it was paid

     (e)           Subject to clause 5(2)(b) if the whole or any part of the 
                   Building is damaged or destroyed by any of the Insured Risks
                   at any time during the Term and the insurance money under 
                   any insurance policy effected by the Landlord is rendered 
                   wholly or partially irrecoverable because of some act or 
                   default of the Tenant or any person deriving title under or
                   through the Tenant or their respective servants agents or 
                   invitees forthwith to pay the Landlord the whole amount of 
                   the insurance money so irrecoverable



                                      23
<PAGE>



DANGEROUS AND CONTAMINATIVE MATERIALS

(25)  Not to keep place store or use or permit or suffer to be kept placed
      stored or used in or upon or about the Premises any materials substance
      or other thing of a dangerous inflammable combustible explosive
      corrosive or offensive nature or any materials substance or other thing
      which may in any way cause pollution injury or harm by percolation
      corrosion contamination migration release or otherwise on beneath or in
      the vicinity of the Premises

YIELD UP

(26) (a)          At the expiry of the Term to remove all chattels and tenant's
                  fixtures and quietly to yield up the Premises reinstated in 
                  accordance with the Reinstatement Specification and restored 
                  and made good to the extent required under clause 4(12)(d)
                  and in the state of repair condition decorative order and 
                  layout otherwise required by this lease and any licences or
                  consents issued in pursuance of it and to make good any 
                  damage so caused in a proper and workmanlike manner

     (b)          The Tenant irrevocably authorises the Landlord to remove and
                  dispose of any chattels which may be left in the Premises
                  within 28 days after the Tenant has quit them (without being
                  obliged to obtain any consideration for the disposal) and
                  the Tenant irrevocably declares that any such chattels will
                  stand abandoned by it

REGULATIONS AND COVENANTS

(27)  To comply with:-

            (i)    all reasonable regulations reasonably made by the Landlord
                   from time to time and notified to the Tenant in writing for
                   the good management of the Building PROVIDED ALWAYS THAT
                   no such regulations shall purport to amend the terms
                   expressed in this lease and if there is any inconsistency
                   between the terms of this lease and the regulations the
                   terms of this lease shall prevail

            (ii)   all covenants stipulations and other matters affecting the
                   Premises and not to interfere with any rights easements or
                   other matters affecting the Premises

SECURITY AND ACCESS

(28)  To use all reasonable endeavours to ensure that the Tenant's visitors to
      the Premises observe such security regulations which may apply to them

HEAD LEASE

(29)  (a) To observe and perform the covenants and conditions on the part of
          the lessee contained in the Head Lease so far as they relate to the
          Premises except the covenant for the payment of rent and except also
          so far as

                                        24


<PAGE>


                   the obligations relating to insurance fall to be observed
                   and performed by the Landlord pursuant to clause 5(2)

            (b)    Not to do or omit any act or thing which would or might
                   cause the Landlord to be in breach of the Head Lease

      SERVICE CHARGE

      (30)  To pay the Service Charge (and VAT thereon) to the Management
            Company at the times and in the manner provided for in clause 6
            and schedule 5 without deduction or set off and to pay the Outside
            Normal Business Hours Charge within 10 days of demand (either
            annually or by monthly instalments) as the Management Company
            shall reasonably determine PROVIDED THAT for the period from the
            date hereof until the earlier of 25th June 1997 and the date on
            which the Tenant commences full beneficial occupation of the
            Premises following the works contemplated by the Agreement for
            Initial Alterations the Service Charge payable by the Tenant in
            any Accounting Period shall not exceed pounds sterling 32,202
            inclusive of VAT and PROVIDED FURTHER that the Service Charge
            payable in respect of the twelve month period from the earlier of
            25th June 1997 and the date on which the Tenant commences full
            beneficial occupation of the Premises following the works
            contemplated by the Agreement for Initial Alterations shall be
            pounds sterling 74,601.30 exclusive of VAT

5.    LANDLORD'S COVENANTS

      The Landlord covenants with the Tenant:

      QUIET ENJOYMENT

      (1)   That if the Tenant observes and performs its covenants contained
            in this lease the Tenant may peaceably hold and enjoy the Premises
            without any lawful interruption by the Landlord or any person
            rightfully claiming through under or in trust for it

      INSURANCE

      (2)   (a)   To keep the Building (except all tenants' plant and
                  equipment and trade fixtures) insured against the Insured
                  Risks in the full current replacement cost

            (b)   to use reasonable endeavours to procure that the interest of
                  the Tenant is noted on the insurance policy and to use
                  reasonable endeavours to further procure that the insurers
                  waive any rights of subrogation against the Tenant (or any
                  lawful subtenant occupier or invitee) and the Landlord will
                  notify the Tenant if it is unable so to procure and will
                  duly consider the representations of the Tenant regarding
                  alternative insurers who may be prepared to procure that the
                  insurers waive any subrogation rights and/or note the
                  interest of the Tenant and will also permit the Tenant to
                  make representations to the insurers regarding the noting of
                  the Tenant's interest and/or waiver of rights of subrogation



                                      25
<PAGE>


            (c)   On request to supply the Tenant (but not more frequently
                  than once in any period of twelve months) with evidence of
                  such insurance

            (d)   If and whenever during the Term the Building (except as
                  aforesaid) is damaged or destroyed by an Insured Risk and to
                  the extent that payment of the insurance monies is not
                  refused because of any act neglect default or omission of
                  the Tenant or of any person deriving title under or through
                  the Tenant or their respective servants agents and invitees
                  subject to clause 5(2)(b) above the Landlord will with all
                  convenient speed take the necessary steps to obtain any
                  requisite planning permissions and consents and if they are
                  obtained to lay out the money received from the insurance of
                  the Building (except sums in respect of public liability and
                  employer's liability and loss of rent) towards replacing
                  (but not necessarily in facsimile reinstatement) the damaged
                  or destroyed parts (except as aforesaid) and in the case of
                  the Premises to the Reinstatement Specification as soon as
                  reasonably practicable (and the Landlord shall keep the
                  Tenant informed of progress of any such insurance claims and
                  the Landlord's proposals for compliance with this provision)
                  PROVIDED ALWAYS THAT the Tenant shall have no claim against
                  the Landlord under this clause 5(2)(c) in respect of the
                  manner of replacement of the interior of any Lettable Unit
                  other than the Premises or any alteration to the Common
                  Parts and PROVIDED FURTHER THAT the Landlord shall not be
                  liable to carry out the replacement if it is unable (having
                  used all reasonable endeavours) to obtain every planning
                  permission and consent necessary to execute the relevant
                  work in which event the Landlord shall be entitled to retain
                  all the insurance money received by it and if the Landlord
                  so retains the insurance money the Tenant shall be entitled
                  to determine this lease on not less than one month's prior
                  written notice

            (e)   In the event that the Premises have not been reinstated to
                  the Reinstatement Specification or essential means of access
                  thereto within the Building is not available in the
                  circumstances contemplated in subclause 5(2)(d) by the
                  date five years and eleven months following the date of such
                  damage or destruction by an Insured Risk the Tenant may
                  determine this lease on not less than one month's prior
                  written notice such notice to be served (if at all) within
                  one month after expiry of such five years and eleven months
                  period

      HEAD LEASE

      (3)   (a)   To pay the rents reserved by the Head Lease and to perform
                  so far as the Tenant is not liable for such performance
                  under the terms of this lease but so far only as to preserve
                  the existence of this lease the covenants and conditions on
                  the part of the lessee contained in the Head Lease


                                      26
<PAGE>


            (b)   On the request and at the reasonable expense of the Tenant
                  to take all reasonable steps to enforce the covenants on the
                  part of the Superior Landlord contained in the Head Lease

            (c)   To take all reasonable steps at the Tenant's reasonable
                  expense (to the extent possible under the Head Lease) to
                  obtain the consent of the Superior Landlord wherever the
                  Tenant makes application for any consent required under this
                  lease where the consent of both the Landlord and the
                  Superior Landlord is needed by virtue of this lease and the
                  Head Lease

      ELECTRICITY PROVISION

      (4)   Subject to clause 7(3) to use all reasonable endeavours to provide
            or procure the provision of electricity to the Premises to the
            extent necessary to meet the requirements of the Tenant having
            regard to the overall electricity services design standards for
            the Building as a whole and to all relevant statutory provisions
            from time to time regulating the supply and utilisation of
            electricity and the terms and conditions relative thereto from
            time to time imposed by the electricity provider chosen by the
            Landlord

      MANAGEMENT COMPANY ACCESS

      (5)   To allow the Management Company such rights over the Building as
            it requires from time to time for the due and proper provision of
            the Services

      VAT INDEMNITY

      (6)   The provisions of schedule 8 shall apply in relation to VAT
            liability on the rent first reserved and:-

            (a)   Whenever VAT is properly chargeable in respect of any supply
                  made hereunder by the Landlord to the Tenant the Landlord
                  shall no later than thirty days after the due date for
                  payment in respect of such supply issue a valid VAT invoice
                  or audit note (as the case may be to the Tenant)

            (b)   Subject to (6)(c) below all consideration payable by the
                  Landlord to the Tenant shall be exclusive of VAT which the
                  Landlord shall pay in addition on production of a valid VAT
                  invoice

            (c)   The capital sum referred to in clause 3 above shall be
                  inclusive of VAT save that if the Landlord is at any stage
                  able to recover such VAT the Landlord shall pay to the
                  Tenant a further amount equal to VAT on the capital sum

      NAMING RIGHTS

      (7)   The Landlord shall only name the Building in accordance with its
            postal address from time to time

      NOTIFICATION OF NOTICES


                                      27

<PAGE>


      (8)   The Landlord will inform the Tenant as soon as reasonably
            practicable but in any event within 5 working days of receipt of
            the same of any notice served by the Superior Landlord alleging a
            breach of the Head Lease which would threaten the existence of
            this lease

6.    PROVISION OF SERVICES

      The Management Company covenants with the Tenant  to use all reasonable
      endeavours:-

      (1)   Well and substantially to repair and properly clean and decorate
            the structure of the Building (including the structure of the
            roofs foundations external and internal walls and columns and
            structural slabs of the ceilings and floors) the external surfaces
            of the Building (including the whole of the glazing within the
            external walls of the Building) and the Common Parts and (where
            consistent with an obligation to repair) to replace the same

      (2)   To keep the Service Media designed for common or general use and
            the Landlord's Services Equipment in good and substantial repair
            and in clean condition and at all times in good and safe working
            order

      (3)   To keep the lifts in the Building clean and in good and
            substantial repair and condition and at all times in good and safe
            working order

      (4)   Provide heat and air conditioning and chilled water to the
            Premises (subject to the Tenant paying Outside Normal Business
            Hours Charge in relation to the provision of such services outside
            Normal Business Hours) such heat being sufficient to maintain an
            air temperature in the Premises measured at the main trunk
            connections to the floor as follows:

            Air Conditioning and Heating

                   Design Parameters:

                   External Conditions:

                          Summer                29 degrees C DB 20 degrees C WB

                          Winter                -4 degrees C DB 100% relative 
                                                humidity

            Internal Conditions Office
            Accommodation -

                          Summer                22 degrees C DB + 1 degree C

                          Winter                20 degrees C DB minimum

            Humidity Office Accommodation -

                          Summer                50% +/-10%

                          Winter                50% +/-10%

                                  28


<PAGE>


      (5)   To ensure that the Common Parts are at all times kept clean tidy
            and unobstructed

      (6)   Subject to clause 7(3) and clause 7(6) to provide or procure the
            provision of electricity to the Premises and each and every part
            thereof designed to receive the same to the extent necessary to
            meet the reasonable requirements of the Tenant and other lawful
            occupiers of the Premises

      (7)   To comply with the requirements of any statute (already or in the
            future to be passed) or any government department local authority
            other public or competent authority or court of competent
            jurisdiction relating to the Building or any part for which any
            tenant or occupier of the Building is not directly or exclusively
            liable

      (8)   To ensure that at all times (meaning for the avoidance of doubt 24
            hours a day during the Term) there are both such security officers
            at and patrolling the Building as is reasonably appropriate for
            premises of the same size and nature as the Building and that the
            main reception to the Building is properly and adequately manned

      (9)   To provide or procure the provision of:-

            (a)   the Services during Normal Business Hours; and

            (b)   such of the Services outside Normal Business Hours as in the
                  Management Company's reasonable discretion are appropriate
                  to provide to a high class office building in the City of
                  London outside Normal Business Hours; and

            (c)   such of the Services outside Normal Business Hours as the
                  Tenant shall previously request (but subject to the Tenant
                  being responsible for the Outside Normal Business Hours
                  Charge)

            (having regard in all cases to and in accordance with the
            overall design standards for the Building as a whole and subject
            to the limitations contained in Clause 7(6)) in an efficient and
            economic manner and in accordance with good estate management
            provided that the Management Company shall be entitled to employ
            such managing agents professional advisers contractors and other
            persons as it shall from time to time reasonably think fit for the
            purpose of the performance of the Services

      PROVIDED THAT the Management Company shall not be liable for:-

      (without prejudice to the provisions of clause 7(3)) any closure of any
      of the Common Parts or interruption in the provision of the Services or
      stoppage or severance affecting any of the Service Media or any
      interruption to the supply of electricity to the Premises or the Common
      Parts or temporary closure or diversion of any of the Common Parts or
      Service Media by reason of necessary inspection repair maintenance or
      replacement thereof or any part thereof or any plant machinery equipment
      installations or apparatus used in connection therewith or damage
      thereto or destruction thereof by any risk (whether or not an Insured
      Risk) or by reason of electrical mechanical or other defect or breakdown
      or frost or other inclement conditions or shortage of fuel materials



                                      29
<PAGE>


      supplies or labour or whole or partial failure or stoppage of any mains
      supply due to any circumstances beyond the control of the Management
      Company PROVIDED ALWAYS that the Management Company shall use all
      reasonable endeavours to minimise the adverse effects of any such
      circumstances and to remedy any such interruption closure or diversion
      as soon as reasonably practicable PROVIDED FURTHER that in the event of
      the Landlord or the Management Company being unable to provide air
      conditioning or electricity to the Premises in such circumstances the
      Tenant shall be entitled to carry out (the Landlord and Management
      Company affording the Tenant reasonable access to do so) all necessary
      remedial works to such electricity or air conditioning PROVIDED THAT:

      (a)   the Tenant shall carry out such works in a good and workmanlike
            manner and make good all damage caused causing as little
            inconvenience to the Landlord Management Company and other tenants
            as reasonably practicable

      (b)   the Landlord or the Management Company shall be responsible for
            the costs of the Tenant in carrying out such remedial works when
            such works are being carried out as a consequence of any breach of
            the Landlord's or Management Company's covenants hereunder

7.    PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED
      THAT:-

      FORFEITURE AND RE-ENTRY

      (1)   Without prejudice to any other remedies and powers contained in 
            this lease or otherwise available to the Landlord if

            (a)   the whole or part of the rents shall be unpaid for
                  twenty-one days after becoming payable (whether or not
                  formally demanded) or

            (b)   any of the Tenant's covenants in this lease are not
                  performed or observed in the manner and at the times herein
                  specified or

            (c)   the guarantee granted by the Guarantor or any other
                  guarantor of the Tenant's obligations is or becomes
                  unenforceable (in whole or in part) for any reason
                  whatsoever and no suitable alternative security is provided
                  to the Landlord within a period of one month or

            if the Tenant (or if more than one person any one of them):-

            (d)   being a company enters into liquidation whether voluntarily
                  (except for reconstruction or amalgamation of a solvent
                  company) or compulsorily or has a provisional liquidator or
                  a receiver (including an administrative receiver) appointed
                  or its directors pass a resolution to petition for an
                  administration order or one or more of them swears an
                  affidavit in support of such a petition or is the subject of
                  an administration order or a petition for one or of a
                  voluntary arrangement or a proposal for one under Part I
                  Insolvency Act 1986

                                      30
<PAGE>



            (e)   being a company incorporated outside the United Kingdom is
                  the subject of any proceedings or event analogous to those
                  referred to in clause 7(l)(d) in the country of its
                  incorporation

            (f)   being an individual is the subject of a bankruptcy petition
                  or bankruptcy order or of any application or order or
                  appointment under section 253 or section 273 or section 286
                  Insolvency Act 1986 or otherwise becomes bankrupt or
                  insolvent or dies

            the Landlord may at any time thereafter (and notwithstanding
            the waiver of any previous right of re-entry) re-enter the
            Premises without prejudice to the Tenant's right to relief against
            forfeiture whereupon this lease shall absolutely determine but
            without prejudice to either party's right of action against the
            other in respect of any antecedent breach of the covenants in this
            lease

      LETTING SCHEME USE AND EASEMENTS

      (2)   No letting or building scheme exists or shall be created in
            relation to the Building and (subject only to those easements
            expressly granted by this lease) neither the Tenant nor the
            Premises shall be entitled to any easement or quasi- easement
            whatsoever and nothing herein contained or implied shall give the
            Tenant the benefit of or the right to enforce or to have enforced
            or to prevent the release or modification of any right easement
            covenant condition or stipulation enjoyed or entered into by any
            tenant of the Landlord in respect of property not demised by this
            lease or prevent or restrict the development or use of the
            remainder of the Building or any other land

      COMMON PARTS AND SERVICE MEDIA

      (3)   Subject always to the rights of the local authority the relevant
            supply authorities and any other competent authority the Common
            Parts and the Service Media are at all times subject to the
            exclusive control and management of the Landlord who may from time
            to time (if it shall be necessary or reasonable to do so for the
            benefit of the Building or otherwise in keeping with the
            principles of good estate management) alter divert substitute stop
            up or remove any of them (leaving available for use by the Tenant
            reasonable and sufficient means of access to and egress from and
            servicing for the Premises)

      SERVICE OF NOTICES

      (4)   (a)   In addition to any other mode of service any notices to be
                  served under this lease shall be validly served if served in
                  accordance with section 196 Law of Property Act 1925 as
                  amended by the Recorded Delivery Service Act 1962 or (in the
                  case of any notice to be served on the Tenant) by sending it
                  to the Tenant at the Premises PROVIDED THAT whilst the
                  Tenant hereunder is Donaldson Lufkin & Jenrette
                  International Limited such notice shall also be served on
                  the offices for the time being of SJ Berwin & Co (attention:
                  Edward Page) or such other firm of solicitors notified in
                  writing to the Landlord and 277 Park Avenue New York New York
                  10172


                                      31
<PAGE>


            (b)   If the Tenant or any guarantor comprises more than one
                  person it shall be sufficient for all purposes if notice is
                  served on one of them but a notice duly served on the Tenant
                  will not need to be served on any guarantor

      RENT CESSER

      (5)   If and whenever during the Term:-

            (a)   the Premises (other than the Tenant's plant and equipment
                  and tenant's fixtures) or the means of access to the
                  Premises within the Building are damaged or destroyed by any
                  of the Insured Risks so that the Premises are incapable of
                  beneficial occupation and use and

            (b)   subject to clause 5(2)(b)the insurance of the Building or
                  the payment of any insurance money has not been vitiated by
                  the act neglect default or omission of the Tenant or of any
                  person deriving title under or through the Tenant their
                  respective servants agents and invitees

            the rent first reserved by this lease and the Service Charge
            or a fair proportion of them according to the nature and extent of
            the damage sustained shall be suspended and cease to be payable
            from the date of destruction or damage until whichever is the
            earlier of the date on which the Premises are reinstated to the
            Reinstatement Specification and if applicable the essential means
            of access within the Building are available and the date of expiry
            of the period for which insurance of loss of rent is effected and
            any dispute about such suspension shall be referred to the award
            of a single arbitrator to be appointed in default of agreement on
            the application of the Landlord or the Tenant to the President for
            the time being of The Royal Institution of Chartered Surveyors in
            accordance with the Arbitration Acts 1950 and 1979

      LANDLORD'S LIABILITY

      (6)   The Landlord shall not be liable for (without prejudice to the
            provisions of clause 7(3)) any closure of any of the Common Parts
            or stoppage or severance affecting any of the Service Media or any
            interruption to the supply of electricity to the Premises or
            temporary closure or diversion of any of the Common Parts or
            Service Media by reason of necessary inspection repair maintenance
            or replacement thereof or any part thereof or any plant machinery
            equipment installations or apparatus used in connection therewith
            or damage thereto or destruction thereof by any risk (whether or
            not an Insured Risk) or by reason of electrical mechanical or
            other defect or breakdown or frost or other inclement conditions
            or shortage of fuel materials supplies or labour or whole or
            partial failure or stoppage of any mains supply due to any
            circumstances beyond the control of the Landlord PROVIDED ALWAYS
            that the Landlord shall use all reasonable endeavours to minimise
            the adverse effects of any such circumstances and to remedy any
            such interruption closure or diversion as soon as reasonably
            practicable PROVIDED FURTHER that in the event of the Landlord or
            the Management Company being unable to provide air conditioning
            or electricity to the Premises in such circumstances the Tenant
            shall be entitled to carry out (the Landlord and Management
            Company


                                      32
<PAGE>


            affording the Tenant reasonable access to do so) all
            necessary remedial works to such electricity or air conditioning
            PROVIDED THAT:

      (a)   the Tenant shall carry out such works in a good and workmanlike
            manner and make good all damage caused causing as little
            inconvenience to the Landlord Management Company and other tenants
            as reasonably practicable)

      (b)   the Landlord or the Management Company shall be responsible for
            the costs of the Tenant in carrying out such remedial works when
            such works are being carried out as a consequence of any breach of
            the Landlords or Management Company's covenants hereunder

      ARBITRATION FEES

      (7)   The fees of any arbitrator incurred in any arbitration proceedings
            arising out of this lease may be paid to the arbitrator by the
            Landlord or by the Tenant notwithstanding any direction or prior
            agreement as to liability for payment and any sums so paid for
            which the party who pays them initially is not ultimately liable
            shall be repayable on demand by the party who is liable for them

      RENT REVIEW MEMORANDUM

      (8)   Forthwith after every agreement or determination of any increase
            in the amount of the rent reserved and made payable by virtue of
            schedule 4 a memorandum recording the increase shall be attached
            to this lease and to the counterpart and such memorandum shall be
            signed by or on behalf of the Landlord and the Tenant respectively

      NO WARRANTY AS TO USE

      (9)   Nothing contained in this lease shall constitute or be deemed to
            constitute a warranty by the Landlord that the Premises are
            authorised under Planning Law to be used or are otherwise fit for
            any specific purpose

      DISPUTES

      (10)  (a)   Any dispute between the Tenant and any other tenant or
                  occupier of any part of the Building relating to any
                  easement or right affecting the Building or any part of it
                  shall (unless the Landlord shall by notice to the parties
                  concerned renounce its power to determine it) be referred to
                  the Landlord whose decision acting reasonably (acting in the
                  capacity of an expert) shall be binding upon the parties to
                  the dispute but the Landlord shall give written reasons for
                  his decision

            (b)   Where any issue (other than one relating to a rent review)
                  arising out of or under or relating to the Head Lease which
                  also affects or relates to the provisions of this lease is
                  to be determined as provided in the Head Lease the
                  determination of such issue pursuant to the provisions of
                  the Head Lease shall be binding on the Tenant as well as the
                  Landlord for the purposes both of the Head Lease and this
                  lease


                                      33
<PAGE>


      COMPENSATION

      (11)  Except where any Enactment prohibits the right to compensation
            being reduced or excluded by agreement, neither the Tenant nor any
            occupier of the Premises shall be entitled on quitting them to
            claim from the Landlord any compensation under the Landlord and
            Tenant Act 1954

      RATEABLE VALUE APPEALS

      (12)  (a)   If the Landlord or the Tenant intends to make a proposal to
                  alter the entry for the Premises in the local non-domestic
                  rating list it shall notify the other party of its
                  intention and shall incorporate in the proposal such proper
                  and reasonable representations as may be made by or on
                  behalf of that party

            (b)   The Tenant shall not agree the level of rates liability
                  attributable to the Premises following the date hereof
                  without the Landlord's consent (such consent not to be
                  unreasonably withheld or delayed) PROVIDED that for the
                  avoidance of doubt the Landlord shall not be entitled to
                  refuse its consent to any level of rates which the Tenant
                  has negotiated with the appropriate rating authority which
                  is lower than any level of rates negotiated by or on behalf
                  of the Landlord in respect of the Building on a pro rata
                  basis

      NO WARRANTY AS TO SECURITY

      (13)  Nothing contained in this lease (and no exercise of any of the
            Landlord's powers under this lease) shall constitute or be deemed
            to constitute a warranty by the Landlord that the Premises shall
            be kept secure or that any security service to the Common Parts 
            shall be effective

      JURISDICTION

      (14)  This lease shall be governed by and construed in all respects in
            accordance with the law of England and for the benefit of the 
            Landlord the English courts shall have exclusive jurisdiction 
            in relation to disputes arising under or connected with this lease
            and the Tenant agrees that any process may be served on it by 
            leaving a copy of the relevant document at the Premises provided
            however that the Landlord shall retain the right at its sole
            election to sue the Tenant elsewhere including in the courts of
            the Tenant's domicile

      OVERRIDING LEASE

      (15)  If at any time during the Term the Landlord shall grant a tenancy
            of the reversion immediately expectant on the determination of this
            lease whether pursuant to Section 19 Landlord and Tenant (Covenants)
            Act 1995 or otherwise any covenant on the part of the Tenant to 
            obtain the consent of the Landlord under this lease to any dealing
            shall be deemed to include a further covenant also to obtain the
            consent of the lessor under such tenancy to such dealing

                                      34


<PAGE>


8.    LANDLORD'S GUARANTOR

      (1)   The Landlord's Guarantor at the request of the Landlord and in
            consideration of the Tenant agreeing to take this lease covenants
            and agrees with the Tenant that all of the Landlord's obligations
            contained in this lease will be performed and observed in the
            manner and at the times herein specified and that if there is
            default in performing and observing any of the Landlord's
            obligations (notwithstanding any time or indulgence granted by the
            Tenant to the Landlord or compromise, neglect or forbearance on
            the part of the Tenant in enforcing the observance of the
            Landlord's obligations in this lease) the Landlord's Guarantor
            will observe and perform (or procure the performance and
            observance of) the obligations in respect of which the Landlord
            shall be in default

      (2)   The Landlord's Guarantor at the request of the Management Company
            and in consideration of the Tenant agreeing to pay the Service
            Charge covenants and agrees with the Tenant that all of the
            Management Company's obligations contained in this lease will be
            performed and observed in the manner and at the times herein
            specified and that if there is default in performing and observing
            any of the Management Company's obligations (notwithstanding any
            time or indulgence granted by the Tenant to the Management Company
            or compromise, neglect or forbearance on the part of the Tenant in
            enforcing the observance of the Management Company's obligations
            in this lease) the Landlord's Guarantor will observe and perform
            (or procure the performance and observance of) the obligations in
            respect of which the Management Company shall be in default

9.    TENANT'S OPTION TO DETERMINE

      (1)   The Tenant may (subject to compliance with the provisions of this
            clause) determine this lease as at 24th October 2008

      (2)   If the Tenant wishes so to determine the Tenant shall give to the
            Landlord the Termination Notice such notice to expire on 24th
            October 2008

      (3)   If the Tenant duly serves the Termination Notice it shall procure
            that vacant possession of the Premises will be available on 24th
            October 2008 free of occupation by and of any estate or interest
            rested in the Tenant or any third party and this lease shall not
            determine as a result of any notice served by the Tenant if the
            Tenant is in material breach of any of its covenant to pay the
            rents and Interim Sum contained in this lease (including those
            contained in this subclause) as at 24th October 2008 except to
            the extent if at all the Landlord in its absolute discretion
            waives compliance with any of them

10.   GUARANTEE AND GUARANTOR'S INDEMNITY

      The Guarantor at the request of the Tenant and in consideration of the
      grant of this lease covenants and agrees with the Landlord and during
      the Term and any period of holding over continuation or extension
      thereof whether by an Enactment common law or otherwise (subject to
      clause 4(15)):-

                                      35


<PAGE>


(1)   The rents reserved by this lease (whether or not ascertained as to
      amount) will be duly paid and that all the Tenant's obligations
      contained in it will be performed and observed in the manner and at the
      times herein specified and that if there is any default in paying the
      rents or in performing and observing the Tenant's obligations
      (notwithstanding any time or indulgence granted by the Landlord to the
      Tenant or compromise neglect or forbearance on the part of the Landlord
      in enforcing the observance and performance of the Tenant's obligations
      in this lease or any refusal by the Landlord to accept rents tendered
      by or on behalf of the Tenant) the Guarantor will observe and perform
      the obligations in respect of which the Tenant shall be in default and
      will on demand and on a full indemnity basis pay to the Landlord an
      amount equivalent to the rents or other amounts not paid and/or any loss
      damage costs charges expenses or any other liability incurred or
      suffered by the Landlord as a result of the default (and in the event of
      non-payment shall pay interest at the Interest Rate from the date of
      demand to the Guarantor until the date of payment) and will otherwise
      indemnify and hold harmless the Landlord against all actions claims
      costs damages demands expenses losses and proceedings arising from or
      incurred by the Landlord as a result of such non-performance or non-
      observance

(2)   If any liquidator or other person having power to do so disclaims this
      lease or if it shall be forfeited or if the Tenant ceases to exist and
      if the Landlord by written notice served within three months after the
      date of disclaimer or forfeiture or the Landlord having actual knowledge
      of the cesser of existence of the Tenant (each a "Trigger Event")
      requires the Guarantor to accept a lease of the Premises for a term
      computed from the date of the Trigger Event to the date on which the
      Term would have expired by effluxion of time and at the same rents and
      subject to the same covenants stipulations conditions and provisions
      (except that the Guarantor shall not be required to procure that any
      other person is made party to that lease as guarantor) as are reserved
      by and contained in this lease immediately before the Trigger Event and
      with coincidental Review Dates (the said new lease and the rights and
      liabilities thereunder to take effect as from the date of such Trigger
      Event) the Guarantor shall forthwith accept such lease accordingly and
      execute and deliver to the Landlord a counterpart of it and indemnify
      the Landlord upon demand against the costs incurred on the grant of the
      new lease

(3)   The liability of the Guarantor hereunder shall not be released reduced
      affected or prejudiced by reason of:-

      (a)   any variation or waiver of or addition to the terms of this lease 
            or any of them agreed between the Landlord and the Tenant or

      (b)   the surrender by the Tenant of part of the Premises (in which
            event the liability of the Guarantor shall continue in relation to
            the Tenant's obligations in respect of the part of the Premises
            not so surrendered) or

      (c)   any legal limitation immunity disability incapacity occurrence of
            insolvency or the winding-up of the Tenant or

                                      36


<PAGE>


      (d)   (without limitation to the foregoing) of any other act or thing
            act or thing by which (but for this provision) the Guarantor would
            have been discharged or released (in each case in whole or in
            part) from liability under this guarantee and indemnity

      or any combination of any two or more of such matters

(4)   If a Trigger Event occurs and for any reason the Landlord does not
      require the Guarantor to accept a new lease of the Premises in
      accordance with clause 8(2) the Guarantor shall pay to the Landlord on
      demand (in addition to any other loss damage costs charges expenses or
      other liability which the Guarantor may be required to make good
      hereunder and without prejudice to any other rights of the Landlord) an
      amount equal to the rents which would have been payable hereunder but
      for such Trigger Event (so far as such rents do not otherwise continue
      to be payable) for the period commencing on the date of such Trigger
      Event and ending on whichever is the earlier of the date one year after
      the date of such Trigger Event and the date (if any) upon which rent is
      first payable in respect of the whole of the Premises on a reletting
      thereof

(5)   Without prejudice to the rights of the Landlord against the Tenant the
      Guarantor shall be a principal obligor in respect of its obligations
      under this clause and not merely a surety and accordingly the Guarantor
      shall not be discharged nor shall its liability hereunder be affected by
      any act or thing or means whatsoever by which its said liability would
      not have been discharged if it had been a primary debtor

(6)   The Guarantor shall pay all reasonable charges (including legal and
      other costs on a full indemnity basis) incurred by the Landlord in
      relation to the Landlord's enforcement of this guarantee and indemnity
      against the Guarantor or for enforcing payment by the Guarantor of
      amounts indemnified by it hereunder

(7)   The Landlord may at its option enforce the terms of this guarantee and
      indemnity against the Guarantor without having first enforced the
      covenants and terms of this lease against the Tenant and also without
      first having recourse to any other rights or security which the Landlord
      may have obtained in relation to this lease

(8)   The Guarantor shall not be entitled to participate in any security held
      by the Landlord in respect of the obligation of the Tenant under this
      lease or to any right of subrogation in respect of any such security
      until all the obligations owed to the Landlord by the Tenant and the
      Guarantor hereunder have been fully and unconditionally fulfilled and
      discharged

(9)   The Guarantor shall not claim in any liquidation bankruptcy composition
      or scheme of arrangement in respect of the Tenant in competition with
      the Landlord and if and to the extent that it receives the same shall
      remit to (and until remission shall hold in trust for) the Landlord all
      and any monies received from any liquidator trustee receiver or out of
      any composition or arrangement or from any supervisor thereof until all
      the obligations of the Tenant and the Guarantor hereunder owed to the
      Landlord have been fully and unconditionally fulfilled and discharged

                                      37


<PAGE>


      (10)  This guarantee and indemnity shall enure for the benefit of the
            Landlord's successors in title under this lease without the
            necessity for any assignment thereof

      (11)  While Donaldson, Lufkin & Jenrette International Limited remains the
            Tenant this guarantee and indemnity shall only apply if and for so
            long as the total shareholders funds and reserves of Donaldson,
            Lufkin & Jenrette International Limited are or fall below the value
            of Fifty million pounds (pound sterling 50,000,000) AND Donaldson,
            Lufkin & Jenrette International Limited and Donaldson, Lufkin &
            Jenrette Inc. shall notify the Landlord at the beginning of each
            period in which this guarantee and indemnity applies and again when
            it ceases to apply AND for the avoidance of doubt this guarantee
            (subject to compliance by the Tenant with clause 4(15)) shall
            automatically cease on any lawful assignment of this lease (but
            without prejudice to either party's rights against the other in
            respect of any antecedent breaches of this lease) unless in the
            circumstances contemplated by clause 4(15)(g)(ii)(b) it is
            reasonable for Donaldson Lufkin & Jenrette Inc. to remain the
            guarantor hereunder of the liabilities of Donaldson, Lufkin & 
            Jenrette International Limited PROVIDED FURTHER that Donaldson,
            Lufkin & Jenrette Inc shall in such circumstances automatically be
            released on a second assignment of this lease

11.   STAMP DUTY CERTIFICATE

      It is hereby certified that there is no agreement for lease to which
      this lease gives effect

IN WITNESS whereof this Deed has been executed by the parties hereto and is
intended to be and is hereby delivered on the date first above written

                                      38


<PAGE>


                                  SCHEDULE 1

                                (THE PREMISES)

ALL THOSE office premises situate on the twentieth floor and being part of the
Building which are shown on the Plans and thereon verged red for
identification purposes only ALL which premises include:-

(a)   the plaster linings and other interior coverings and facing materials of
      all walls and of any columns within or bounding the said premises

(b)   the screed the raised floor the fixed and unfixed floor coverings and
      all materials lying between the upper surface of the structural floor
      slab and the raised floor surface

(c)   the ceilings including all materials forming part of them lying and the
      void space (if any) above such ceilings but below the lower surface of
      the structural ceiling slab

(d)   all non-load bearing walls lying within the said premises

(e)   all plant and other apparatus and conducting media which are designed to
      serve the said premises exclusively including any which the Landlord may
      permit under clause 4(14) and whose operation does not have any impact
      on the central building systems

(f)   the following items supplied and fitted by the Landlord:-

      (i)   venetian horizontal perforated blinds on the inside of the external
            windows of the Premises

      (ii)  electricity check meter

but exclude:-

(i)   all Service Media and Landlord's Services Equipment and

(ii)  the load bearing structure of the Building including the load bearing
      structure of the roofs foundations external and internal walls and
      columns and the structural slabs of the ceilings and floors and

(iii) the external surfaces of the Building and the whole of the window
      glazing and window frames and other fenestration units constructed in
      the external walls and in the other boundaries of the said premises

                                  SCHEDULE 2

                         (EASEMENTS AND RIGHTS GRANTED)

1.    The right in connection with the Permitted Use subject to the provisions
      of clause 7(3) and subject to compliance with all reasonable rules and
      regulations in connection with the exercise of such right as may be
      prescribed from time to time by the Landlord:-

      (1)   for the Tenant its employees servants and duly authorised agents
            invitees and visitors for the purpose only of ingress and egress
            to and from the Premises to use the Common Parts and to use all
            means of escape but only when needed in an emergency and

                                      39


<PAGE>


      (2)   to use the Service Media

2.    The right of support shelter and protection for the Premises from any
      adjoining or neighbouring parts of the Building as enjoyed by the
      Premises at the date of this lease

3.    The right to have displayed the name or trading style of the Tenant and
      any authorised sub-tenants or permitted occupiers (subject to a maximum
      of four names at any particular time) on the signboard in the entrance
      lobby of the Building provided by the Landlord pursuant to paragraph 14
      of Part I of schedule 6 and the right to install a sign displaying the
      name of the Tenant at the entrance to the Premises the precise location
      size and style of such sign to be subject to the approval of the
      Landlord (such approval not to be unreasonably withheld or delayed)

4.    The right to install a supplementary air conditioning system and UPS
      within the 14th floor plant area in the Building in a manner and in a
      location to be approved by the Landlord such approval not to be
      unreasonably withheld or delayed (in accordance with the provisions of
      clause 4(12)) and a right of access to such 14th floor plant area
      at all reasonable times on reasonable prior notice (save in the case of
      emergency) for repair and maintenance and PROVIDED that on determination
      of the Term the Tenant shall remove any such installation and reinstate
      the plant room area to the reasonable satisfaction of the Landlord
      (making good all damage caused in such removal)

5.    The right to use and to have reasonable access for repair and
      maintenance (on reasonable prior written notice to the Landlord) those
      works or installations within or on the Building (but outside the
      Premises) for which consent has been given pursuant to the Agreement for
      Initial Alterations

6.    The exclusive right to use the lavatories on the same floor as the
      Premises subject to free access for the tenants of the nineteenth and
      twenty-first floors unless such tenants have agreed to forego the right
      of access subject to the Tenant being responsible for all elements of
      Service Cost relating to such toilets should any other tenant of
      accommodation in the Building object to meeting any proportion of
      Service Cost in relation to such facilities (on the basis of such
      exclusive use)

                                   SCHEDULE 3

                          (Exceptions and reservations)

1.    The right to build alter or extend (whether vertically or laterally) any
      building notwithstanding that the access of light and air or either of
      them to the Premises and the lights windows and openings thereof may be
      affected

2.    The right at reasonable times on reasonable prior written notice (except
      in an emergency where no notice need be given) to enter upon the
      Premises as often as may be necessary for the purpose of complying with
      the covenants of the Head Lease for all the purposes for which the
      Tenant covenants in this lease to permit entry and for all purposes in
      connection with the carrying out of the Services and for the purposes of
      complying with any statutory requirements

3.    The right to use and to construct inspect maintain repair divert and
      otherwise alter stop up and relay and to make connections to any Service
      Media in on or under the

                                      40



<PAGE>


      Premises at any time during the Term for the benefit of any other part of
      the Building or any adjacent or neighbouring land

4.    The right to erect and maintain scaffolding on or against any part of the
      Building so long as reasonable and sufficient means of access to and
      egress from and servicing the Premises are maintained

5.    All rights of light air and other easements and rights (but without
      prejudice to those expressly granted by this lease) enjoyed by the
      Premises from or over any other part or parts of the Building or any
      adjacent or neighbouring land

6.    The right of support protection and shelter for the benefit of other
      parts of the Building from the Premises

7.    The right for one or more members of any security staff employed by the
      Landlord or its agents at any time or times on reasonable prior notice
      (save in the case of emergency where no notice is required) to enter the
      Premises if it shall be considered necessary or desirable so to do in
      connection with the security of the Building

8.    The right for the tenant or occupier of any other part of the Building
      authorised by the Landlord having first given reasonable written notice
      to the Tenant at reasonable times in the daytime and at any time and
      without notice in case of emergency to enter the Premises for the
      purpose of repairing that other part of the Building making good any
      damage so caused to the reasonable satisfaction of the Tenant

9.    The rights reserved to the Superior Landlord (by covenant or by express 
      reservation) in the Head Lease

PROVIDED ALWAYS THAT if the Landlord or its employees or the persons
authorised by the Landlord exercises any of the rights by carrying out work on
the Premises it shall cause as little inconvenience as possible and as soon as
reasonably practicable make good any damage caused to them unless the right
has been exercised because of some breach by the Tenant or by any person
claiming through it

                                  SCHEDULE 4

                   (THE FIRST RESERVED RENT AND THE REVIEW THEREOF)

1.    In this schedule the following expressions have the respective specified
      meanings:-

      (1)   "Current Rent" means the amount of the yearly rent first reserved
            by this lease payable immediately before the relevant Review Date

      (2)   "Review Rent" means the yearly market rent which might reasonably
            be expected to be payable following the expiry of any period at
            the beginning of the term which might be negotiated in the open
            market for the purposes of fitting out during which no rent or a
            concessionary rent is payable or following the payment of any
            capital sum or fitting out contribution which might be negotiated
            in the open market for the purposes of fitting out (and on the
            assumption that the lessee has had the benefit of such rent free
            or concessionary rent period or capital sum or fitting out
            contribution and has used the same fully to fit out the Premises
            for the Permitted Use to the lessee's

                                      41



<PAGE>


      particular requirements) if the Premises had been let in the open market
      by a willing lessor to a willing lessee with vacant possession on the
      relevant Review Date without fine or premium for a term of ten years
      computed from the relevant Review Date taking into account the lessee's
      right at the expiration of the term to be granted a new tenancy under
      Part II Landlord and Tenant Act 1954 and otherwise upon the provisions
      (save as to the amount of the rent first reserved by this lease but
      including the provisions for rent review at five-yearly intervals)
      contained in this lease and on the assumption if not a fact that the
      said provisions have been fully complied with and on the further
      assumptions that:-

      (a)   the Permitted Use and the Premises comply with Planning Law and
            every other Enactment free from any onerous condition restriction
            and limitation and that the lessee may lawfully implement and
            carry on the Permitted Use

      (b)   no work has been carried out to the Premises which has diminished
            their rental value

      (c)   in case the Building or any part of it has been destroyed or
            damaged it has been fully restored

      (d)   the Premises have been fitted out to no less standard than that
            set out in the Reinstatement Specification

      but disregarding any effect on rent of:-

      (i)   the fact that the Tenant or any underlessee or other permitted
            occupier or their respective predecessors in title has been or is
            in occupation of the Premises

      (ii)  any goodwill attached to the Premises by the carrying on in them
            of the business of the Tenant or any underlessee or their
            respective predecessors in title or other permitted occupier

      (iii) (without prejudice to paragraphs 1(2)(b) and 1(2)(c) of this
            schedule) any works carried out to the Premises during the Term by
            the Tenant or any permitted underlessee in either case at its own
            expense in pursuance of a licence granted by the Landlord where
            required and otherwise than in pursuance of any obligation to the
            Landlord

      (iv)  the works carried out to the Premises by the Tenant or carried out
            by the Landlord at the expense of the Tenant pursuant to the
            Agreement for Initial Alterations

(3)   "Review Surveyor" means an independent chartered surveyor appointed
      pursuant to paragraph 3(1) of this schedule and if to be nominated by or
      on behalf of the President for the time being of the Royal Institution
      of Chartered Surveyors the said President to be requested to nominate an
      independent chartered surveyor having not less than ten years practice
      in the City of London next before the date of his appointment and recent
      substantial experience in the letting and valuation of office premises
      of a similar character and quality to

                                      42



<PAGE>


            those of the Premises and who is a partner or director of a
            leading firm or company of surveyors having specialist market and
            valuation knowledge of such premises

2.    The yearly rent first reserved and payable from each Review Date until
      the next following Review Date or (in the case of the period commencing
      on the last Review Date during the Term) until the expiry of the Term
      shall be the higher of:-

      (1)   the Current Rent (ignoring for this purpose any rent cesser
            pursuant to clause 7(5)) and

      (2)   the Review Rent

3.    If the Landlord and the Tenant shall not have agreed the Review Rent by
      the date three months before the relevant Review Date it shall (without
      prejudice to the ability of the Landlord and the Tenant to agree it at
      any time) be assessed as follows:-

      (1)   the Review Surveyor shall (in the case of agreement about his
            appointment) be forthwith appointed by the Landlord or the Tenant
            to assess the Review Rent or (in the absence of agreement at any
            time about his appointment) be nominated to assess the Review Rent
            by or on behalf of the President for the time being of The Royal
            Institution of Chartered Surveyors on the application of the
            Landlord or the Tenant

      (2)   Unless the Landlord and the Tenant agree that the Review Surveyor
            shall act as an expert (which after the appointment has been made
            they may not do save with the consent also of the Review Surveyor)
            he shall act as an arbitrator and the arbitration shall be
            conducted in accordance with the Arbitration Acts 1950 and 1979

      (3)   If the Review Surveyor is appointed as an expert he shall be
            required to give notice to the Landlord and the Tenant inviting
            each of them to submit to him within such time limits as he shall
            stipulate a proposal for the Review Rent supported (if so desired
            by the Landlord or the Tenant) by any or all of:-

            (i)    a statement of reasons

            (ii)   a professional rental valuation and (separately and later)

            (iii)  submissions in respect of each other's statement of reasons
                   and valuation

            but he shall not be bound thereby and shall make the determination
            in accordance with his own judgment (including any determination
            concerning any party's liability for the costs of the reference to
            him) save in respect of points of law

      (4)   If the Review Surveyor whether appointed as arbitrator or expert
            refuses to act or is or becomes incapable of acting or dies the
            Landlord or the Tenant may apply to the President for the further
            appointment of another Review Surveyor

4.    If the Review Rent has not been agreed or assessed by the relevant Review
      Date the Tenant shall:-

                                      43


<PAGE>


      (1)   continue to pay the Current Rent on account and

      (2)   pay the Landlord within seven days after the agreement or
            assessment of the Review Rent the amount (if any) by which the
            Review Rent for the period commencing on the relevant Review Date
            and ending on the quarter day following the date of payment
            exceeds the Current Rent paid on account for the same period plus
            interest at three per cent below the Interest Rate for each
            installment of rent due on and after the relevant Review Date on
            the difference between what would have been paid on that rent day
            had the Review Rent been fixed and the amount paid on account (the
            interest being payable from the date on which the installment was
            due up to the date of payment of the shortfall)

5.    If any Enactment restricts the right to review rent or to recover an
      increase in rent otherwise payable then when the restriction is released
      the Landlord may at any time within six months after the date of release
      give to the Tenant not less than one month's notice requiring an
      additional rent review as at the next following quarter day which shall
      for the purposes of this lease be a Review Date

                                  SCHEDULE S

                             (THE SERVICE CHARGE)

1.    In this schedule:

      "ACCOUNTING PERIOD" means the period from and including 1st January to
      and including 31st December in any year or such other period of twelve
      months as the Management Company shall reasonably determine from time to
      time

      "EXPERT" means a chartered surveyor experienced in the administration
      and apportionment of service charges for buildings similar to the
      Building as agreed upon by the Management Company and the Tenant or on
      failure to agree appointed at the request of either party by the
      President Provided that where an Expert has previously been agreed or
      appointed in relation to any matter in connection with the Service Cost
      or the allocation of the Service Cost between the tenants of the
      Building (whether or not pursuant to the terms of this Underlease) the
      Management Company or the Tenant shall be entitled if reasonable to
      require that the same Expert be appointed

      "INTERIM SUM" means a fair and reasonable yearly sum assessed by the
      Management Company acting reasonably on account of the Service Charge
      for each Accounting Period being a fair and reasonable estimate of the
      Service Charge payable by the Tenant in respect of that Accounting
      Period

      "RESERVE" means the total of the amounts received by the Management
      Company in respect of the matters referred to in paragraph 2(B) of this
      schedule

      "SERVICE CHARGE" means the proportion or proportions of the Service Cost
      attributable to the Premises determined in accordance with the
      provisions of this schedule payable from the date hereof

      "SERVICE CHARGE CERTIFICATE" means a certificate showing the Service
      Cost and Service Charge for each Accounting Period served pursuant to
      paragraph 5 of this schedule and prepared by the Management Company's
      surveyor or auditor

                                      44



<PAGE>


      "SERVICE COST" means the total sum calculated in accordance with
      paragraph 2 of this schedule

2.    The Service Cost shall be the total of:-

      (A)   the reasonable cost properly incurred by the Management Company in
            any Accounting Period in carrying out or procuring the carrying out
            of the Services and providing each item of the Services including
            (without prejudice to the generality of the foregoing) the costs
            and expenses set out in Part II of schedule 6 (insofar as the same
            are reasonable and properly incurred) and any other reasonable
            costs and expenses properly incurred by the Management Company or
            with the Management Company's authority in connection with the
            Services but excluding for the avoidance of doubt

            (i)    any costs attributable to the provision of any of the
                   Services outside Normal Business Hours at the specific
                   request of the Tenant (which shall be charged direct to the
                   Tenant) or of any other tenant or tenants of the Building
                   and

            (ii)   any Value Added Tax which the Management Company may incur
                   of and incidental to the provision of the Services and
                   which is recoverable as input tax by the Management Company

            (iii)  any cost or expense incurred in making good any damage
                   caused by any of the Insured Risks

      (B)   an amount (to be revised annually by the Management Company at its
            reasonable discretion) to be charged in any Accounting Period as a
            contribution to the establishment and maintenance of a reserve
            towards the estimated cost to the Management Company of the
            provision of the Services such amount to be ascertained on the
            assumption (inter alia) that the cost of replacement of items
            of plant machinery equipment and other capital items is calculated
            on such life expectancy of the said items as the Management Company
            may from time to time reasonably determine to the intent that a
            fund be accumulated sufficient to cover the cost of replacement of
            the said items by the end of their anticipated life

      PROVIDED THAT nothing herein contained shall oblige the Management
      Company to maintain the Reserve or a reserve sufficient to cover the
      whole of the cost of replacement of any plant machinery equipment or
      other capital items and provided further that any expenditure on any
      items in respect of which any sums shall have been included in the
      Reserve during an Accounting Year shall at the Management Company's
      reasonable discretion as to the amount thereof if any be met out of the
      Reserve AND PROVIDED THAT in respect of any costs or expenses not
      incurred exclusively in connection with the provision or carrying out of
      the Services a fair proportion only of such costs and expenses shall be
      included in the Service Cost

3.    (A)   The Service Charge payable by the Tenant for any Accounting Period
            shall be a fair proportion of the Service Cost attributable to the
            Premises from time to time as properly determined by the Management
            Company (and so in proportion for any Accounting Period not falling
            wholly within the Term the

                                      45


<PAGE>


            Service Cost in any such case being deemed to accrue on a day to
            day basis for the purpose of apportionment) 

      (B)   If at any time and from time to time during the Term the method or
            basis of calculating or ascertaining the cost of any item of the 
            Services shall alter or the basis of calculating or ascertaining
            the Service Cost in relation to any item of the Services shall 
            change and as a result it is reasonable that there be an alteration
            or variation of the calculation of the Service Charge in order to
            achieve a fairer and better apportionment of the Service Cost
            amongst the tenants of the Building then and in every such case
            the Management Company shall vary and amend the Service Charge
            and make appropriate adjustments thereto provided always that
            in the event of any dispute between the Management Company and the
            Tenant and the other tenants of the Building or any of them the
            same shall be referred to the Expert for determination (the Expert
            to act as an expert and not as an arbitrator) whose decision shall
            save in the case of manifest error be binding on the parties
            (including his decisions as to the responsibility for his costs)

      (C)   The fair proportion to be determined by the Management Company in
            paragraph 3(A) above shall be determined on the basis that all
            accommodation within the Building let or occupied or designed
            contracted or adapted for letting or occupation (other than
            management accommodation) is fully let on terms which include
            service charge provisions consistent with the service charge
            provisions contained in this lease (save where otherwise specified
            herein) and such proportion shall not be increased or altered by
            reason of the fact that at any time any part of such accommodation
            may be vacant or that any tenant or other occupier of any other
            part of the Building may default in payment of its due proportion
            of the Service Cost

4.    (A)   The Tenant shall pay to the Management Company the Interim Sum
            without deduction by equal quarterly instalments in advance on the
            usual quarter days unless the Management Company shall reasonably 
            anticipate that amounts to be incurred during the year immediately
            next following are anticipated as being incurred in accordance with
            a programme of non equal expenditure in which event the Management
            Company shall serve notice to such effect upon the Tenant and shall
            thereupon be entitled to require amounts of the Interim Sum to be
            paid by advance quarterly instalments of unequal amounts reasonably
            stipulated by the Management Company

      (B)   The Management Company shall be entitled to require as part
            of the Interim Sum payments in advance on account of the cost of
            the consumption of and supply charges in respect of electricity
            consumed within the Premises (save for any amounts which are
            invoiced directly by London Electricity plc to the Tenant) such
            sums not to exceed a fair and proper estimate of amounts reasonably
            anticipated by the Management Company as falling due within the
            next quarter

      (C)   If the Tenant consistently requests the provision of any of the
            Services outside Normal Business Hours the Management Company
            shall be entitled in addition to require the Tenant to pay along
            with payments of the Interim Sum a fair and


                                      46



<PAGE>


            proper estimate of amounts likely to be payable by the Tenant in
            the next quarter on account of such Services in accordance with
            the terms of this lease

      (D)   The Interim Sum for the Accounting Period ending 31st December 1996
            shall be pounds sterling 74,000

      (E)   Either before or as soon as practicable after the commencement of
            every Accounting Period the Management Company shall serve or cause
            to be served on the Tenant written notice of the Interim Sum for
            the relevant Accounting Period Provided that without prejudice to
            the provisions of paragraphs 6 and 7 of this schedule if the
            written notice aforesaid shall be served after the first occurring
            quarter day in the relevant Accounting Period the Tenant shall
            until service of the written notice aforesaid make payments on
            account of the Interim Sum for the relevant Accounting Period on
            the days and in the manner provided by sub-paragraph (A) of this
            paragraph of this schedule at an annual rate equal to the Interim
            Sum for the immediately preceding Accounting Period

5.    (A)   As soon as practicable after the expiry of every Accounting Period
            (and in any event within 4 months after such expiry) the Management
            Company shall serve or cause to be served a Service Charge
            Certificate on the Tenant for the relevant Accounting Period

     (B)    A Service Charge Certificate shall contain a summary of the Service
            Cost in respect of the Accounting Period to which it relates and
            the relevant calculations showing the Service Charge

     (C)    The Tenant may request further details of the breakdown of
            the expenditure under any particular item or items shown in a
            Service Charge Certificate by giving notice thereof in writing to
            the Management Company within three months of the date of service
            on the Tenant of the relevant Service Charge Certificate and upon
            receipt of such a notice the Management Company shall furnish to 
            the Tenant all such relevant details in its possession or control
            or which can reasonably be obtained by it as relate to the
            expenditure under the item or items in question at the cost of the
            Tenant (include all books of account receipts demands and invoices)
            PROVIDED ALWAYS that notwithstanding the giving of any such notice
            the Tenant shall nevertheless pay all Interim Sums and Service
            Charges as and when they fall due or as may be underpaid from
            time to time (but without prejudice to any challenge claim or
            dispute that the Tenant may have made or may make in the future in 
            respect of its Service Charge liability or otherwise)

6.   Within fourteen days after the service on the Tenant of a Service Charge
     Certificate showing that the Service Charge for any Accounting Period
     exceeds the Interim Sum for that Accounting Period the Tenant shall
     (without prejudice to any challenge claim or dispute as aforesaid) pay to
     the Management Company or as it shall direct a sum equal to the amount by
     which the Service Charge exceeds the Interim Sum provided that and the
     Tenant hereby acknowledges that if there shall be any such excess in
     respect of the Accounting Period the amount of such excess shall be a
     debt due from the Tenant to the Management Company and in the event that
     such excess is not received in cleared funds by the Management Company
     within 14 days of the due date

                                      47



<PAGE>


     for payment it shall attract interest at the Interest Rate calculated
     for the period commencing on the due dates for payment and ending on the
     date the sum is subsequently received by the Management Company
     notwithstanding that the Term may have expired or been determined before
     the service by or on behalf of the Management Company of the relevant
     Service Charge Certificate

7.   If in any Accounting Period the Service Charge is less than the Interim
     Sum for that Accounting Period a sum equal to the amount which the
     Interim Sum exceeds the Service Charge shall be accumulated by the
     Management Company and shall be applied in or towards the Service Charge
     for the next following Accounting Period or Accounting Periods or at or
     after the end of the Term repaid to the Tenant within 14 days after
     preparation of the Service Charge Certificate and the event that the
     excess is not received by the Tenant on the due date for payment it shall
     attract interest at the Interest Rate for the period commencing as the
     due date for payment and ending on the date that the sum due is received
     in cleared funds by the Tenant

8.   Unless challenged by the Tenant pursuant to the provisions of paragraph 9
     of this schedule every notice certificate calculation determination or
     assessment made by or on behalf of the Management Company referred to in
     this schedule shall (save where a manifest error appears) be conclusive
     and binding upon the parties hereto

9.   The Tenant (acting reasonably) may at any time within six months after
     the submission of a Service Charge Certificate challenge it on any
     reasonable ground (including without limitation on the ground that the
     Service Charge therein stated exceeds the Service Charge which should
     have been payable had the provisions of this lease been properly adhered
     to) Provided that the Tenant gives notice with full particulars of its
     ground of alleged challenge and in any such case:

     (A)  any sum due to or payable by the Management Company pursuant to
          paragraphs 6 and 7 above shall still be paid or allowed pending
          resolution of the Tenant's challenge as if the Service Charge
          Certificate were correct

     (B)  the Management Company and the Tenant shall endeavour to resolve the
          relevant issue but if they cannot do so the issue in dispute shall
          be referred to the Expert (acting as an expert and not an
          arbitrator) whose decision shall save in the case of manifest error
          be binding on the parties (including his decision as to the
          responsibility for his costs)

     (C)  such adjustments to the Service Charge Certificate as may be
          required to be made in consequence of the resolution of the dispute
          shall be paid as soon as reasonably practicable after such
          resolution and any sum due to or payable by the Management Company
          shall then be paid or allowed (as the case may be) immediately
          together with interest at three per cent below the Interest Rate on
          such sum during the period which it has been underpaid or overpaid

10.  All sums obtained from the Tenant and any other tenants or occupiers of
     the Building towards the Service Cost and sums collected in respect of
     the Reserve shall each be placed in separate interest bearing designated
     deposit accounts to be applied only towards the cost of providing the
     Services and all interest accrued on such deposit account shall be
     credited (net of tax) to the account

                                      48


<PAGE>


11.  The Management Company will account to the Landlord as soon as
     practicable following expiry of each Accounting Period for that part of
     the Service Charge which relates to costs directly incurred by the
     Landlord and not by the Management Company including (but not limited to)
     the costs referred to in paragraphs 5 7 8 9 and 12 of Part II of
     schedule 6

12.  If in the Management Company's reasonable discretion any of the Services
     have to be provided to a greater extent (or the cost of provision of such
     Services is greater) than would normally apply in the context of the
     general management of the Building in accordance with this lease as a
     result either:-

     (a)  of a specific request by the Tenant (with or without other tenants
          or occupiers of accommodation in the Building); or

     (b)  where such provision is required in the interests of good estate
          management as a result of any acts or omissions of the Tenant in
          relation to its use and occupation of the Premises

     then the Management Company shall be entitled to require the Tenant to
     meet the cost of such provision (or a fair proportion thereof
     determined by the Management Company) within 10 working days
     following a demand by the Management Company

                                  SCHEDULE 6

                                  (SERVICES)

                                    PART I

1.   Inspecting maintaining repairing amending altering and (where consistent
     with an obligation to repair) rebuilding and renewing and where
     appropriate treating washing down painting and decorating all load
     bearing and other structural parts of the Building and the relevant parts
     of it described in paragraphs (ii) and (iii) of schedule 1

2.   Inspecting servicing maintaining operating and repairing and (where
     consistent with an obligation to repair) renewing amending overhauling
     and replacing the Landlord's Services Equipment and all other apparatus
     plant machinery and equipment within the Building (if any) from time to
     time excluding any "stand alone" systems installed by the Tenant or any
     other tenant or occupier of the Building

3.   Inspecting servicing maintaining operating repairing cleansing emptying
     amending altering and renewing overhauling and replacing all Service
     Media

4.   Keeping the Common Parts and the car park within the Building properly
     cleansed decorated treated maintained and lit to such standard as the
     Management Company may from time to time consider adequate but the
     Common Parts and the car park shall be operational 24 hours a day 7 days
     a week

5.   Providing such mechanical ventilation heating and (if deemed reasonably
     desirable by the Management Company) cooling for such parts of the
     Building and for such hours and times of the year (subject to clause 6)
     as the Management Company shall in its discretion reasonably determine
     save that such mechanical ventilation heating and cooling for the lifts
     lobby and entrance halls and toilets shall be provided throughout

                                      49



<PAGE>


      Normal Business Hours and at the request of the Tenant outside those
      hours subject to the Outside Normal Business Hours Charge

6.    Providing and maintaining at the Management Company's discretion any
      furniture architectural or ornamental features or murals and any
      horticultural displays plants shrubs trees or garden area in the Common
      Parts and maintaining the same

7.    Supplying whether by purchase or hire and maintaining (and where
      consistent with an obligation to repair) renewing replacing repairing
      servicing and keeping in good and serviceable order and condition all
      fixtures and receptacles appliances materials equipment plant and other
      things which the Management Company may reasonably deem desirable or
      necessary for the maintenance appearance upkeep or cleanliness of the
      Building or any part of it or otherwise in connection with the provision
      of the Services

8.    Cleaning as frequently as the Management Company shall in its reasonable
      discretion consider adequate the exterior and interior of all window
      glazing and window frames and other fenestration units in the Common
      Parts and the outside of the window glazing referred to in paragraph
      (iii) of schedule 1 and the maintenance cleansing repair inspection and
      (where necessary) renewal or replacement of all window cleaning) cradles
      carriageways and runways

9.    Providing a security service 24 hours a day to the Common Parts
      (including the ground floor entrance hall at times when receptionists
      are not present) and the car park within the Building including where
      reasonably appropriate in the Management Company's judgment closed
      circuit television and/or other plant and equipment for the purpose of
      surveillance and supervision of users of the Building

10.   Disposing of refuse from the Building (including collecting and
      compacting or otherwise treating or packaging as the Management Company
      reasonably thinks fit such refuse and if necessary pest control) and
      (and where consistent with an obligation to repair) the provision repair
      maintenance and renewal of any plant and equipment in connection
      therewith

11.   Maintaining 24 hours a day 7 days a week an adequate supply of hot and
      cold water and supplying washing and toilet requisites in the lavatory
      accommodation in the Building

12.   Such rodent or other pest control in the Building as the Management
      Company shall reasonably consider necessary or desirable

13.   Providing one or more receptionists and/or security in the ground floor
      entrance hall of the Building 24 hours a day 7 days a week

14.   Providing and maintaining a signboard in the entrance lobby of the
      building for the display of tenants' names

15.   Controlling so far as practicable 24 hours a day 7 days a week traffic
      flow within the car park in the Building and traffic 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

                                      50



<PAGE>


16.  Providing and maintaining a post room facility for the reception of mail
     to the Building

17.  Complying with the obligations on the part of the tenant contained in the
     Head Lease save for the payment of rent

18.  Complying with the obligations set out in clause 6

19.  Any other services relating to the Building or any part of it provided by
     the Management Company from time to time which shall be:-

     (1)  reasonably capable of being enjoyed by the occupier of the Premises
          or

     (2)  reasonably calculated to be for the benefit of the Tenant and other
          tenants of the Building or

     (3)  appropriate for the maintenance upkeep or cleanliness of the
          Building or

     (4)  otherwise in keeping with the principles of good estate management

     PROVIDED ALWAYS that

     (i)  Where in this schedule there are references to matters or things
          which are then stated to include certain particular matters or
          things which are not also stated to be without prejudice to the
          generality of the wording preceding it nevertheless the reference to
          the particular matters or things shall be deemed to be and in each
          case shall be without prejudice to the generality of the wording
          preceding it

     (ii) The Management Company shall subject to clause 6 when reasonable
          have the right to cease or to procure the cessation of the provision
          of or add to or procure the addition to any item of Services matter
          or thing specified in this schedule if the Management Company shall
          having regard to the principles of good estate management reasonably
          deem it desirable or expedient so to do but before so doing the
          Management Company shall notify all the tenants in the Building but
          in the event of any failure of any of the Services shall use all
          reasonable endeavours to restore the said Service

     (iv) The Management Company or the managing agents may temporarily
          withdraw any item of Services matter or thing specified in this
          schedule if in their reasonable opinion such withdrawal is in the
          interest of good estate management or if such withdrawal is due to
          circumstances beyond the control of the Management Company

                                    PART II

1.   All fees and disbursements of any individual or firm or company employed
     or retained by or on behalf of the Management Company or its agents
     (including without limitation managing agents fees) for or in connection
     with:-

     (1)  any surveying or accounting functions for the Building and

                                      51


<PAGE>


     (2)  the performance of the Services or any of them and any other duties
          in or about the Building or any part of it relating to the general
          management administration security maintenance protection and
          cleanliness of the Building

2    The reasonable fees of the Management Company for any of the Services or
     for the functions and duties referred to in paragraph 1 of this Part of
     this schedule which shall be undertaken by the Management Company and not
     by a third party

3.   The cost (in addition to any fees referred to in paragraph 2 and where
     the context permits paragraph 1 of this Part of this schedule) of
     employing (whether by the Management Company or any managing agents or
     any other individual or firm or company) such staff as the Management
     Company may in its reasonable discretion consider appropriate for the
     performance of the Services and the functions and duties referred to in
     paragraph 1 of this Part of this schedule and all other incidental
     expenditure in relation to such employment including without prejudice to
     the generality of the foregoing:-

     (1)  salaries wages pensions and pension contributions benefits in kind
          and other emoluments and National Insurance and other statutory
          contributions or levies

     (2)  the provision of uniforms and working clothing

     (3)  the provision of vehicles tools appliances cleaning and other
          material fixtures fittings and other equipment for the proper
          performance of their duties and a store for housing the same and

     (4)  a reasonable notional rent for any premises reasonably provided rent
          free for every such person's use occupancy or residence

4.   The cost of entering into any contracts for the carrying out of all or
     any of the Services

5.   All rates taxes assessments duties charges impositions and outgoings
     which are now or during the Term shall be charged assessed or imposed
     on:-

     (1)  the whole of the Common Parts or any part of them

     (2)  any residential accommodation provided for caretakers and other
          staff employed in connection with the Building and any other
          premises provided as referred to in paragraph 3(4) of this Part of
          this schedule

     excluding any tax (other than VAT) payable by the Landlord as a direct
     result of any actual or implied dealing with the reversion of any Lease
     or of the Landlord's receipt of income

6.   The cost of the supply of water electricity gas oil and other fuel for
     the provision of the Services and the cost of any electricity generating
     transforming monitoring metering and distribution plant machinery and
     equipment in or servicing the Building

7.   The cost which the Landlord may be called upon pursuant to any Enactment
     to pay as a contribution towards the expense of making repairing
     maintaining rebuilding and cleansing any ways roads pavements or
     structures Service Media or anything which may belong to or be used for
     the Building or any part of it exclusively or in common with other
     neighbouring or adjoining premises

                                      52


<PAGE>


8.   The cost of taking all steps deemed desirable or expedient by the
     Landlord and/or the Management Company for complying with or making
     representations against or otherwise contesting the incidence of the
     provisions of any Enactment relating to or alleged to relate to the
     Building or any part or it for which any tenant is not directly and
     exclusively liable

9.   The cost to the Landlord and/or the Management Company of abating any
     nuisance in respect of the Building or any part of it insofar as the same
     is not the liability of any tenant

10.  Any interest and fees incurred in respect of money borrowed in unforeseen
     or emergency circumstances to finance the provision of the Services and
     the costs referred to in this Part of this schedule or any of them

11.  Any VAT (or any tax of a similar nature which may be substituted for or
     levied in addition to it) incurred by the Management Company on any other
     amount comprised in the Service Cost save to the extent that the
     Management Company obtains credit for such VAT incurred by the Management
     Company pursuant to sections 24 25 and 26 Value Added Tax Act 1994 or any
     regulations made thereunder

12.  A reasonable notional rent for any management accommodation provided
     within the Building to facilitate the provision of the Services

13.  All other reasonable actual costs properly incurred in connection with
     the provision of the Services

                                  SCHEDULE 7

                   (MATTERS TO WHICH THE DEMISE IS SUBJECT)

1.   The entries on the registers of Title Number NGL272172 as at the date
     hereof

2.   Agreement dated 24th November 1995 between The Prudential Assurance
     Company Limited (1) 99 Bishopsgate Limited (2) The Scottish Amicable Life
     Assurance Society (3)

                                  SCHEDULE 8

                          PROVISIONS FOR VAT INDEMNITY

                                    PART I

1.   Additional Definitions:

     "TAX CREDIT" means a credit in respect of, or repayment of, input VAT,
     arising by virtue of and determined in accordance with sections 24, 25
     and 26 Value Added Tax Act 1994 and regulation made thereunder

     "TENANT'S AUDITORS" means the auditors for the time being of the Tenant
     provided that they are one of the following firms of accountants -
     Deloitte Touche, Coopers and Lybrand, Ernst & Young, KPMG, Price
     Waterhouse or Arthur Andersen - or such other reputable firm or
     accountants as the Landlord has previously approved for the purpose of
     this schedule 8 (such approval not to be unreasonably withheld or
     delayed).

                                      53


<PAGE>


     "VAT ELECTION" means an election under paragraph 2 of Schedule 10 Value
     Added Tax Act 1994 made by the Landlord or any person of whom the
     Landlord is a "Relevant Associate" within the meaning of paragraph 3(7)
     of Schedule 10 or any other election or voluntary act by the Landlord or
     any person connected with the Landlord (as determined under the
     provisions of Section 839 of the Income and Corporation Taxes Act 1988)
     which results in VAT being payable on the rent first reserved by this
     lease

     "VAT YEAR" means a tax year for Value Added Tax purposes determined in
     accordance with Part MV of the Value Added Tax Regulations 1995.

     "VAT Year Certificate" means the certificate to be provided by the
     Tenant following the end of the Tenant's VAT Year in the form set out in
     Part II of this Schedule.

2.   Payment of VAT - no VAT Election

     In the event that the rent first reserved (or any part thereof)
     constitutes consideration for a taxable supply for VAT purposes which
     would be a taxable supply whether or not a VAT Election has effect in
     respect of the Premises, the Tenant shall pay such VAT in addition to
     the rent first reserved without any adjustment of rent first reserved
     under this schedule.

3.   Adjustment of rent first reserved and payment of VAT - VAT Election made

     If and for all periods where the rent first reserved (or any part
     thereof) constitutes consideration for a taxable supply for VAT purposes
     which would not be a taxable supply but for a VAT Election having effect
     in respect of the Premises, the rent first reserved shall be adjusted to
     such amount as when aggregated with that part of the VAT chargeable
     thereon in respect of which the Tenant does not obtain a Tax Credit,
     equals the rent first reserved which would have been paid had no VAT
     Election been made.

4.   Determination of adjustment of rent first reserved

4.1  At least 28 days prior to (a) 29th September 1998 and (b) every
     subsequent anniversary thereof the Tenant shall serve a VAT Year
     Certificate on the Landlord. Where the Tenant has served such VAT Year
     Certificate (or is deemed to have done so pursuant to paragraph 4.2 of
     this Part I below), the Tenant shall pay the amounts (including the VAT)
     stipulated (or deemed to be stipulated) in paragraph 3 of such VAT Year
     Certificate on the due date for payment of the next installment of the
     rent first reserved (and on the due date for subsequent instalments),
     subject however to paragraph 4.3 of this Part I below.

4.2  If the Tenant fails to serve a VAT Year Certificate at least 28 days
     prior to the due date for payment of the sum in respect of which
     paragraph 3 above will apply, the Tenant shall be deemed to have served a
     VAT Year Certificate specifying in paragraph 1 thereof the same
     estimated proportion as stated in the previous VAT Year Certificate
     served, or if no previous VAT Year Certificate has been served by the
     Tenant at any time prior to the due date for any VAT Year Certificate an
     estimated proportion of nil per cent. If the Tenant fails to serve a VAT
     Year Certificate on more than one consecutive occasion the Tenant shall
     be deemed, on the second failure and any

                                      54



<PAGE>


     subsequent failure, until service of the next VAT Year Certificate, to
     have served a VAT Year Certificate specifying in paragraph 1 thereof an
     estimated proportion of nil per cent.

4.3  The VAT Year Certificate shall be final and binding unless the Landlord
     notifies the Tenant within 30 days after the date on which a VAT Year
     Certificate has been served that it disputes the VAT Year Certificate on
     the grounds of manifest error. Unless such notification is given, no
     further adjustments (other than those covered by the VAT Year
     Certificate) shall be made in respect of any instalments of rent first
     reserved in the VAT Year covered by the aforementioned VAT Year
     Certificate. Whether or not the Landlord notifies the Tenant that it
     disputes any amount, the Tenant shall pay on the due date for payment of
     the next installment of rent first reserved immediately following the
     service of the VAT Year Certificate to which the dispute relates, the
     amount stipulated in paragraph 3 of the VAT Year Certificate.

4.4  If the Review Rent is not agreed or determined until after a relevant
     Review Date, the amount of any increase to be paid pursuant to paragraph
     2 of schedule 4 of this lease shall (if paragraph 3 above applies at that
     time) be adjusted on the basis of the last VAT Year Certificate. The
     adjustment amount shall be paid at the time when the amount of any
     unadjusted increase would have been due to be paid and the provisions of
     this schedule shall apply as if the amount of the increase were an amount
     to which paragraph 3 of Part I of this schedule 8 applied.

4.5  The Landlord may notify the Tenant in writing at any time within five
     days of the service of any VAT Year Certificate (or within five days of
     the last date on which the Tenant should have served a VAT Year
     Certificate and is therefore deemed to have served one) that it requires
     the Tenant to obtain a certificate from the Tenant's Auditors at the
     Tenant's cost (if adjustments are required following such process) or at
     the Landlord's cost (if no such adjustments are required) in the form set
     out in the VAT Year Certificate. The Tenant's Auditor's certificate shall
     be provided at least eight days prior to the date of payment of the rent
     first reserved to which such certificate relates, together with the
     Tenant's revised VAT Year Certificate (if required in order for the
     Tenant's Auditors to be able to provide a certificate). The Tenant shall
     pay in accordance with paragraph 4.1 above the amount stipulated in
     accordance with paragraph 3 of such VAT Year Certificate (as revised, if
     required) on the date for payment of the rent first reserved.

4.6  If adjustments are required pursuant to any VAT Year Certificate as a
     result of the proportion of VAT for which the Tenant has obtained or will
     obtain a Tax Credit differing from the proportion previously taken into
     account in calculation any payment, any such difference shall be taken
     into account (after having determined the amount of rent first reserved
     payable in respect of the next quarter in accordance with paragraph 3
     above) in calculating the next actual payment of rent first reserved
     (either by increase or decrease), the amount of which shall be set out in
     paragraph 3 of the VAT Year Certificate.

4.7  Interest shall be payable at three per cent below the Interest Rate by
     the Landlord and three per cent below the Interest Rate by the Tenant on
     the difference between the amount actually paid pursuant to the relevant
     VAT Year Certificate on the due date for payment of any sum to which
     paragraph 3 of Part I of this schedule 8 applies and the

                                      55



<PAGE>


     amount which should have been paid, from such due date until the date of
     payment of the adjusted amount pursuant to paragraph 4.3. Where the
     actual amount paid (the "Initial Payment") on the due date for payment
     of any sum was subsequently adjusted on payment of any later installment
     of the rent first reserved ("the Adjusted Payment") in accordance with
     paragraph 4.6 of Part I of this Schedule 8 and paragraph 3(b) of the VAT
     Year Certificate, the interest shall be calculated on the basis of the
     difference between the Initial Payment and the amount which should have
     been paid pursuant to paragraph 4.1 until the date of the Adjustment
     Payment, and then on the difference between the Adjustment Payment and
     the amount which should have been paid until payment of that amount
     pursuant to paragraphs 4.3.

4.8  Following any assignment of the whole of the Premises, the provisions of
     this schedule 8 shall apply to any new Tenant as if it were the first
     Tenant, and a VAT Notice served by the new Tenant shall not take into
     account any adjustments made, or to be made, in respect of any previous
     Tenant.

5.   Miscellaneous

     The Tenant shall be at liberty to carry on the ordinary course of its
     trade as it wishes and shall not be precluded from proposing or
     accepting a method of attribution designed or maximise its Tax Credit
     and covenants not to enter any arrangement which has the specific
     purpose of increasing the amount by which the rent first reserved is
     decreased by virtue of this schedule 8.

                                      56


<PAGE>


                                     PART II

                              VAT YEAR CERTIFICATE



To:   The Landlord                               From:               The Tenant

We refer to paragraph 4.3 of Part I of schedule 8 to the Lease dated [       ]
made between 99 Bishopsgate Limited (1) 99 Bishopsgate Management Limited (2)
Hammerson U.K. Properties plc (3) Donaldson Lufkin & Jenrette International
Limited (4) and Donaldson Lufkin & Jenrette Inc. (5) in respect of premises
on [ ] floor of the building known as 99 Bishopsgate London EC2 and pursuant
to that paragraph:

1.   Our VAT Year which included the following quarter days [              ],
     ended on [  ], ended on [           ].

     (a)  The part of the VAT charged on the rent first reserved paid in the
          VAT Year for or in respect of which we estimate/have determined (in
          accordance, where relevant, with the return made, or to be made, for
          the prescribed accounting period next following the end of the VAT
          Year) we will be unable to obtain credit or repayment is a
          proportion of [ ] per cent of the total VAT charged.

     (b)  The following Table sets out the part of the VAT charged which was
          expected to be irrevocable during the VAT Year where it has been
          determined on the basis of paragraph 2(a) above that that differs
          from the amount of VAT for or in respect of which we actually
          obtained, or will be able to obtain, credit or repayment.

     Dates    Rent first reserved    Estimate    Adjustment   Determination
                                     *           **           ***

     *    estimate of proportion of VAT for or in respect of which we
          estimated we would be unable to obtain credit or repayment as set
          out initially in VAT Notice.

     **   adjusted estimate of proportion of VAT for or in respect of which we
          estimated we would be unable to obtain credit or repayment as set
          out in subsequent VAT Notice.

     ***  proportion of VAT for or in respect of which we have now
          estimated/determined we shall be unable to obtain credit or
          repayment, in accordance with Sections 24-26 of the Value Added Tax
          Act 1994 and the Value Added Tax Regulations 1995

3.   We request that adjustment is made to the next installment of rent first
     reserved so as to ensure that the amount of rent first reserved payable
     in the VAT Year to which this VAT Year Certificate relates is as provided
     in paragraph 3 of Part I of Schedule 8 to the Lease in accordance with
     the information given in paragraph 2 above

     and we calculate that the next installment of rent first reserved as so
     adjusted shall be pounds sterling [    ] exclusive of VAT and the VAT
     thereon shall be pounds sterling [     ], and that the interest

                                      57


<PAGE>


     payable by the Tenant to the Landlord/Landlord to the Tenant, in
     accordance with paragraph 4.7 of Part I schedule 8 to the Lease shall be
     pounds sterling [             ].

4.   We hereby declare that:

     (a)  we have complied with the covenant imposed upon us by paragraph 6.2
          of Part I of schedule 8 to the Lease;

     (b)  the information contained in this VAT Notice is to the best of our
          knowledge, information and belief complete and accurate;

     (c)  we have made all due returns to the Commissioners of Customs and
          Excise and such returns are complete and accurate in all material
          respects and have been made within the time limits provided by
          statute.


Signed by

an authorised signatory on behalf of the Tenant

The above declaration are, to the best of our knowledge and belief after due
and careful enquiry, true, accurate and complete.

Signed by


Tenant's Auditors


                                      58
<PAGE>
    
    THE COMMON SEAL of 99 BISHOPSGATE                 )
    LIMITED was hereunto affixed in the presence of:- )





                               Director /s/

                                                                [SEAL HERE]

                               Director /s/





    THE COMMON SEAL of 99 BISHOPSGATE             )
    MANAGEMENT LIMITED was hereunto               )
    affixed in the presence of:-                  )





                               Director /s/

                                                                [SEAL HERE]

                               Director /s/






    THE COMMON SEAL of HAMMERSON U.K.             )
    PROPERTIES plc was hereunto affixed in the    )
    presence of:-                                 )







                               Director /s/

                                                                [SEAL HERE]

                               Director /s/



                                      59

<PAGE>





         DATED                   24th October                    1996
         ------------------------------------------------------------


                           99 BISHOPSGATE LIMITED

                                     and


                      99 BISHOPSGATE MANAGEMENT LIMITED

                                     and


                        HAMMERSON U.K. PROPERTIES plc

                                     and

                        DONALDSON, LUFKIN & JENRETTE

                            INTERNATIONAL LIMITED

                                     and

                     DONALDSON, LUFKIN & JENRETTE, INC.




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

                                 UNDERLEASE
                                     of
                 Eighteenth Floor 99 Bishopsgate London EC2

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











                                           HERBERT SMITH 
                                           Exchange House
                                           Primrose Street
                                           London EC2A 2HS
                                           Tel: 0171-374 8000
                                           Fax: 0171-496 0043
                                           Ref: 129/P17/30433514



<PAGE>


                               TABLE OF CONTENTS

CLAUSE        HEADING                                                     PAGE

1.            Definitions

              Building
              Common Parts
              Development
              Electricity Cost
              Enactment
              Head Lease/Superior Lease
              Insurance Cost
              Insurance Rent
              Insured Risks
              Interest Rate
              Lettable Unit
              Net Internal Area
              Normal Business Hours
              Permitted Part
              Permitted Use
              Planning Law
              Plans
              Premises
              Public Authority

              Services
              Service Media


              Tenant
              Term
              VAT

2.            Interpretation

3.            Demise and Rents

4.            Tenant's Covenants

      (1)    Rent
      (2)    VAT
      (3)    Outgoings
      (4)    Compliance with Enactments
      (5)    Notices
      (6)    Repair
      (7)    Decoration and general condition and servicing
      (8)    Refuse
      (9)    To permit entry
      (10)   Compliance with notices relating to repair or condition
      (11)   Encroachments
      (12)   Alterations and reinstatement
      (13)   Use
      (14)   Signs


<PAGE>



CLAUSE        HEADING                                                     PAGE


     (15)     Alienation
     (16)     Registration
     (17)     Payment of cost of notices consents etc.
     (18)     Machinery
     (19)     Obstruction/overloading
     (20)     Parking/goods delivery
     (21)     Planning Law and compensation
     (22)     Indemnity
     (23)     Defective Premises
     (24)     Insurance and fire fighting equipment
     (25)     Dangerous and contaminative materials
     (26)     Yield up
     (27)     Regulations and covenants
     (28)     Security and access
     (29)     Head Lease
     (30)     Service Charge

5.           Landlord's Covenants

      (1)     Quiet Enjoyment
      (2)     Insurance
      (3)     Head Lease
      (4)     Electricity Provision
      (5)     Management Company access
      (6)     VAT indemnity

6.            Provision of Services

7.            Provisos

      (1)    Forfeiture and re-entry
      (2)    Letting Scheme use and easements
      (3)    Common Parts and Service Media
      (4)    Service of notices
      (5)    Rent cesser
      (6)    Landlord's liability
      (7)    Arbitration fees
      (8)    Rent review memorandum
      (9)    No warranty as to use
      (10)   Disputes
      (11)   Compensation
      (12)   Rateable value appeals
      (13)   No warranty as to security
      (14)   Jurisdiction
      (15)   Overriding lease
       (16)
8.           Landlord's Guarantor

9.           Tenant's option to determine


<PAGE>



CLAUSE        HEADING                                                     PAGE


10.           Guarantee and Guarantor's Indemnity

11.           Stamp Duty Certificate

Schedule 1    Premises

Schedule 2    Easements and rights granted

Schedule 3    Exceptions and reservations

Schedule 4    The first reserved rent and the review thereof

Schedule 5    Service Charge

Schedule 6    Services

Schedule 7    Deeds and documents to which the demise is subject







<PAGE>


                                LEASE PARTICULARS

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

1.    DATE      24TH OCTOBER 1996

      THIS LEASE IS AND IS INTENDED TO BE DELIVERED ON THE DATE FIRST
      ABOVE WRITTEN

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

2.    PARTIES

(a)   LANDLORD                         :     99 Bishopsgate Limited


(b)   TENANT                           :     Donaldson, Lufkin & Jenrette
                                             International Limited


(c)   MANAGEMENT COMPANY               :     99 Bishopsgate Management Limited

(d)   LANDLORD'S GUARANTOR             :     Hammerson U.K. Properties plc

(e)   TENANT'S GUARANTOR               :     Donaldson, Lufkin & Jenrette, Inc.

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

3.    DEMISED PREMISES                 :     ALL THOSE premises on the
                                             EIGHTEENTH floor of the Building 
                                             shown for identification only 
                                             edged red on Plan 1
------------------------------------------------------------------------------

4.    BUILDING                         :     99 Bishopsgate London EC2

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

5.    CONTRACTUAL TERM AND             :     Commencing on the date hereof and
      TERM COMMENCEMENT                      expiring on 23rd October 2011
      AND EXPIRY DATES

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

6.    INITIAL RENT                     :     (pounds sterling) 483,165

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

7.    RENT COMMENCEMENT DATE           :     25th March1998

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

8.    TENANT'S BREAK RIGHT             :     24th October 2008


<PAGE>


THIS UNDERLEASE made the 24th day of October
nine hundred and ninety six

BETWEEN: -


(1) 99 BISHOPSGATE LIMITED whose registered office is at Lo Lam House Kumul
    Highway Port Vila Vanuatu (Co. Regn. No. 10469) (registered under Section
    21A to the Companies Act 1985 under company number FC018588 and branch
    number BR002962) whose principal place of business is at 100 Park Lane 
    London W1Y 4AR (the "LANDLORD")

(2) 99 BISHOPSGATE MANAGEMENT LIMITED whose registered office is at 100 Park
    Lane London W1Y 4AR (Co. Regn. No. 3071752) (the "MANAGEMENT COMPANY")

(3) HAMMERSON U.K. PROPERTIES PLC whose registered office is at 100 Park Lane
    London W1Y 4AR (Co. Regn. No. 298351) (the "LANDLORD'S GUARANTOR")

(4) DONALDSON, LUFKIN & JENRETTE INTERNATIONAL LIMITED whose registered office
    is at Moorgate Hall 155 Moorgate London EC2M 6XB (Co. Regn. No. 2475089)
    (the "TENANT") and

(5) DONALDSON, LUFKIN & JENRETTE, INC. a corporation incorporated in the State
    of Delaware United States of America whose address for the purposes of this
    lease is 277 Park Avenue New York New York 10172 (the "GUARANTOR")


WITNESSETH as follows:-                         

1.        DEFINITIONS                           

      In this lease the following expressions have the respective specified
      meanings (subject to any particular interpretation required by clause
      2):-

      (1)    "ACTS OF TERRORISM" means any act or omission of any person
             acting on behalf of or in connection with any organisation (or on
             his own behalf) which carries out activities directed towards
             overthrowing or influencing by force or violence Her Majesty's
             Government in the United Kingdom or any other government de jure
             or de facto

      (2)    "AGREEMENT FOR INITIAL ALTERATIONS" means the agreement of even
             date herewith and made between the Landlord and the Tenant
             governing the initial fitting out of the Premises

      (3)    "BUILDING" means the land (of which the Premises form part)
             having a frontage to the west side of Bishopsgate and a return
             frontage to the south side of Wormwood Street and all buildings
             fixtures and other structures whatsoever from time to time
             thereon and the appurtenances thereof which land (together with
             the building now erected thereon) is known as 99 Bishopsgate
             London EC2 and is for the purpose of identification shown verged
             by a blue line on the Building Plan together with any adjoining
             areas designated by the Landlord or the Management Company

      (4)    "COMMON PARTS" means all parts of the Building which are from
             time to time intended for the common use and enjoyment of the
             tenants and occupiers of the Building and persons claiming
             through or under them (whether or not other



<PAGE>


      parties are also entitled to use and enjoy the same) and reasonably
      designated as such by the Landlord and including without prejudice to
      the generality of the foregoing the pedestrian ways circulation areas
      lobby entrance halls lifts lift shafts fire escapes landings staircases
      passages forecourts car park landscaped areas plant rooms management
      suites and any other areas which are from time to time during the Term
      reasonably provided by the Landlord for common use by or benefit of the
      tenants and occupiers of the Building But excluding (for the avoidance
      of doubt) any premises intended to be let to any party or for occupation
      by the Landlord or the Management Company other than for the provision
      of the Services

(5)   "DEVELOPMENT" has the meaning ascribed to that expression by Planning Law

(6)   "ELECTRICITY COST" means the actual cost to the Landlord of the
      provision of electricity to the Premises for consumption by the Tenant
      in accordance with its covenant contained at clause 5(4) being a fair
      and reasonable proportion as determined by the Landlord of the total
      cost of the provision of electricity to the Building as a whole
      (including the provision of any security for the supply of electricity
      to the Building which may from time to time be required by the relevant
      undertaker responsible for the supply of electricity chosen by the
      Landlord) which proportion shall so far as practicable (save where the
      same are not in working order) be calculated using readings taken in
      such manner and at such times as the Landlord shall from time to time
      determine of the check meters relating to the Premises from time to time
      installed but otherwise shall be determined in such manner as the
      Landlord shall in its discretion consider to be fair and reasonable in
      all the circumstances

(7)   "ENACTMENT" means every Act of Parliament directive and regulation now
      or hereafter to be enacted or made and all subordinate legislation
      whatsoever deriving validity therefrom

(8)   "HEAD LEASE" means the lease under which the Landlord holds the Premises
      dated 29th September 1975 made between The Prudential Assurance Company
      Limited (1) and Bishopsgate Developments Limited (2) and "Superior
      Landlord" means the person for the time being entitled to the reversion
      immediately expectant on the term granted by the Head Lease and every
      other person having an interest in reversion to that term

(9)   "GROUP COMPANY" means a company which is either the holding company of
      the Tenant or a wholly owned subsidiary of the Tenant or the Tenant's
      holding company (as both expressions are defined in Section 736
      Companies Act 1985)

(10)  "INSURANCE COST" means in respect of any period for which the same is
      required by the Landlord to be calculated the aggregate of the amount
      which the Landlord may reasonably expend:-

      (a)    in effecting and maintaining insurance against the occurrence of
             the Insured Risks in relation to the Building in such sum as
             represents its then full current replacement cost with such
             allowance as the Landlord from time to time considers appropriate
             in respect of related liabilities and expenses (including without
             limitation liability to pay any fees or charges on the submission
             of an application for planning permission and costs which might
             be incurred in complying with any Enactment in carrying out



<PAGE>


            any replacement work and sums in respect of architects' engineers'
            and quantity surveyors' and other professional fees and incidental
            expenses incurred in relation to any works of debris removal and
            of replacement and all VAT) and

      (b)    in effecting and maintaining any insurance relating to the
             property owners' liability and the employer's liability of the
             Landlord in relation to the Building and anything done therein
             and

      (c)    in professional fees relating to insurance including fees for
             insurance valuations carried out at reasonable intervals by an
             independent insurance valuer (but no more than once in any year)
             and all reasonable fees and expenses payable to advisers in
             connection with effecting and maintaining insurance policies and
             claims and

      (d)    equivalent to the total of all reasonable excess sums (being for
             the avoidance of doubt the first part of any insurance claim)
             which the insurers are not liable to pay out on any insurance
             claim in respect of the Building and which the Landlord or the 
             Management Company may have expended in replacing the damaged 
             or destroyed parts of the Building

(11)  "INSURANCE RENT" means in respect of any period for which the same is
      required by the Landlord to be calculated the aggregate of:-

      (a)    a fair and reasonable proportion attributable to the Premises of
             the Insurance Cost for the relevant period

      (b)    the reasonable amount which the Landlord may expend in effecting
             and maintaining insurance against up to six years' loss of the
             rents first and secondly hereinafter reserved and Service Charge
             having regard to potential increases of rent in accordance with
             schedule 4 and with any addition to the amount insured as the
             Landlord may decide in respect of VAT and

      (c)    (without prejudice to all other provisions of this lease relating
             to the use of the Premises and the vitiation of any policy of
             insurance) any reasonable amount which the Landlord may expend in
             paying all additional premiums and loadings on any policy or
             policies of insurance required to be paid as a result of anything
             done or omitted (in breach of the terms of this lease) by the
             Tenant and

      (d)    any tax charged on any premium for any such insurance

(12)  "INSURED RISKS" means loss damage or destruction whether total or
      partial caused by Acts of Terrorism fire lightning explosion riot civil
      commotion strikes labour and political disturbances and malicious damage
      aircraft and aerial devices (other than hostile aircraft and devices)
      and articles accidentally dropped from them storm tempest flood bursting
      or overflowing of water tanks and pipes impact earthquake and accidental
      damage to underground water oil and gas pipes or electricity wires and
      cables subsidence ground slip and heave and such other usual commercial
      risks or perils against the occurrence of which the Landlord may from
      time to time in its reasonable discretion deem it desirable to insure
      subject to such exclusions and limitations as are from time to time
      commonly



<PAGE>


      imposed by insurers and subject also to the exclusion of such of the 
      risks specifically hereinbefore mentioned as the Landlord may in its 
      reasonable discretion decide where insurance cover in respect of the risk
      in question is not for the time being available in the London insurance 
      market on reasonable terms

(13)  "INTEREST RATE" means a yearly rate three per cent above either the base 
      rate of Barclays Bank plc or such other bank (being for the time being 
      generally recognised as a clearing bank in the London market) as the 
      Landlord may from time to time use for general banking purposes or if 
      the base rate cannot be ascertained then above such other rate as the 
      Landlord may reasonably specify (and so that whenever there is reference 
      in this lease to the payment of interest at the Interest Rate such 
      interest shall be calculated on a daily basis and compounded with 
      quarterly rests on the usual quarter days)

(14)  "LANDLORD'S SERVICES EQUIPMENT" means all the plant machinery and 
      equipment (with associated Service Media) within or serving the Building 
      from time to time (whether or not within the Premises or other premises
      let or intended to be let by the Landlord) comprising or used in 
      connection with the following systems (to the extent specified in the 
      following paragraphs of this definition):-

      (i)   the whole of the sprinkler system within the Building (including
            sprinkler heads)

      (ii)   the whole of the fire detection and fire alarm systems

      (iii)  the whole of the permanent fire fighting systems (but excluding 
             portable fire extinguishers installed by the Tenant or other 
             tenants of the Building)

      (iv)   the whole of the chilled water system

      (v)    the whole of the building management system (including the 
             building security system) installed by the Landlord

      (vi)   the central electrical supply system from the mains supply into
             the Building so far as (and including) the electrical riser 
             busbars connecting to the distribution boards at each level in 
             the Building which is let or intended to be let by the Landlord

      (vii)  the whole of the air handling system and the electricity supply 
             and control systems for the same

      (viii) the standby generators and associated cabling wiring and duct work

      but excluding in each case any "stand alone" systems installed by the
      Tenant or any other tenant or occupier of the Building

(15)   "LETTABLE UNIT" means any unit of accommodation forming part of the 
       Building which is intended by the Landlord at any material time to be
       for separate occupation

(16)   "NET INTERNAL AREA" has the meaning ascribed to that expression by the
       Code of Measuring Practice - Fourth Edition (RICS/ISVA 1993) (or if 
       there shall be no such edition or no such expression for the time being 
       the nearest equivalent thereto)



<PAGE>










                               [GRAPHICS OMITTED]

                               99 BISHOPSGATE EC2

                             EIGHTEENTH FLOOR TOWER














<PAGE>









                               [GRAPHICS OMITTED]

                            99 BISHOPSGATE LONDON, EC2

                                  BUILDING PLAN





<PAGE>

      (17)  "NORMAL BUSINESS HOURS" means 7.30 am. to 7.30 p.m. on Mondays to
            Fridays inclusive (except bank holidays) subject to expansion of
            such hours at the reasonable discretion of the Landlord provided
            that such hours will automatically expand if any other tenant in
            the Building is granted the benefit of any expanded hours

      (18)  "OUTSIDE NORMAL BUSINESS HOURS CHARGE" means the whole of the
            actual cost to the Management Company of carrying out or providing
            any of the Services at the request of the Tenant outside Normal
            Business Hours other than any services which are stated to be
            provided 24 hours a day (including without prejudice to the
            generality of the foregoing costs and expenses in the nature of
            those set out in Part II of schedule 6) or in the event of any of
            the Services being carried out or provided outside Normal Business
            Hours to the Tenant and any other tenant or tenants of the
            Building a fair proportion thereof (on a fair and reasonable basis
            between the Tenant and any other tenant or occupier making use of
            such Services) as reasonably determined by the Landlord. PROVIDED
            THAT during the first year of the Term the cost of providing air
            conditioning outside Normal Business Hours shall not exceed pound
            sterling 88 per hour (in respect of the Premises being the only
            user of air conditioning at the relevant time) or pounds sterling
            48 per hour per floor on the basis that any five of floors 18, 20
            and 22 to 26 of the Building are simultaneously using such air
            conditioning over the whole of such floors

      (19)  "PERMITTED PART" means any part or parts of the Premises capable
            of separate occupation

      (20)  "PERMITTED USE" means use as high class offices for any purpose
            within Class B1(a) (but not for any other purpose within that Use
            Class) of the schedule to the Town and Country Planning (Use
            Classes) Order 1987 and for the avoidance of doubt use of the
            Premises for data processing investor services business trading
            operators and investment banking complies with this provision

      (21)  "PLANNING LAW" means every Enactment for the time being in force
            relating to the use development and occupation of land and
            buildings and every planning permission statutory consent and
            agreement made under any Enactment relating to the Building

      (22)  "PLANS" means the plans annexed hereto and "Building Plan" means
            that one of them so marked

      (23)  "PREMISES" means the premises described in schedule 1 and all
            permitted additions alterations and improvements made to them

      (24)  "PUBLIC AUTHORITY" means any Secretary of State and any government
            department public local regulatory fire or any other authority or
            institution having functions which extend to the Premises or their
            use and occupation and any court of law and the companies or
            authorities responsible for the supply of water gas and
            electricity or any of them and any of their duly authorised
            officers

      (25)  "REINSTATEMENT SPECIFICATION" means the specification annexed
            hereto or in the event that materials listed in the specification
            are not available from time to time or appropriate for use (in the
            Landlord's reasonable opinion) then reference to such materials
            will be substituted by reference to materials of not materially
            less quality which perform a similar function PROVIDED THAT save
            to the extent

                                                                             5


<PAGE>


             that items of plant and equipment have been altered during the
             Term the Tenant shall not be required to replace existing items
             of plant and equipment for new items subject to the existing
             items being in good working order

      (25)    "REVIEW DATE" means each of:-

            (a)   the 24th October in the years Two thousand and one and every
                  fifth anniversary of that date during the Term (and the last
                  day of the Term)

            (b)   any date so stipulated by virtue of paragraph 5 of 
                  schedule  4

      (26)  "SERVICES" means the services and other matters specified in
            clause 6 and Part I of schedule 6

      (27)  "SERVICE MEDIA" means those parts of the Building comprising gas
            water drainage electricity telephone telex signal and
            telecommunications heating cooling ventilation air conditioning
            fire alarm and other pipes drains sewers mains cables wires supply
            lines ducts conduits flues and all other common conducting media
            plant appliances and apparatus for the provision supply control
            and monitoring of services to or from the Building and other
            common equipment

      (28)  "TERM" means a term of years commencing on the date hereof and
            expiring on 23rd October, 2011 and includes any period of holding 
            over or extension whether by any Enactment or common law

      (29)  "TERMINATION NOTICE" means not less than 12 months and 1 day's
            prior written notice unless either:

            (a)   any Enactment or decision not capable of appeal on a point
                  of law confirming that the Tenant is not entitled to a new
                  tenancy on the expiration of such notice is in force or
                  upheld as at 22nd October 2007 (in which case not less 
                  than 6 months prior written notice need be given); or

            (b)   any other tenant enters into a lease prior to September 1998
                  of premises comprising at least a floor of the building
                  within the security of tenure protections of the Landlord
                  and Tenant Act 1954 for a term of not less than 10 years
                  (without break rights) and is granted right to determine
                  such lease on less than such 12 months' and 1 day's prior
                  written notice (in which case the notice period hereunder
                  shall be reduced to such notice period as is granted to such
                  tenant in such circumstances)

      (30)  "VAT" means Value Added Tax as referred to in the Value Added Tax
            Act 1994 (or any tax of a similar nature which may be substituted
            for or levied instead of it by statutes)

2.    INTERPRETATION

      (1)   Words importing the singular include the plural and vice versa and
            words importing one gender include both other genders

      (2)   The expressions "Landlord" "Tenant" "Management Company" and
            "Guarantor" wherever the context so admits include their
            respective successors in title and

                                                                           6

<PAGE>


      where a party comprises more than one person covenants and obligations
      of that party take effect as joint and several covenants and obligations

      (3)   A covenant by the Tenant not to do (or omit) any act or thing also
            operates as a covenant to use reasonable endeavours not to permit
            or suffer it to be done (or omitted) and to prevent (or as the
            case may be to require) it being done

      (4)   References in this lease to:-

            (a)   any clause sub-clause schedule or paragraph is a reference
                  to the relevant clause sub-clause schedule or paragraph of
                  this lease and clause and schedule headings shall not affect
                  the construction of this lease

            (b)   any right of (or covenant to permit) the Landlord or the
                  Management Company to enter the Premises shall also be
                  construed (subject always to the proviso to clause 4(9)) as
                  entitling the Landlord to remain on the Premises with or
                  without equipment and permitting such right to be exercised
                  by all persons authorised by the Landlord for as short a
                  period as reasonably practicable and making good all damage
                  caused and causing as little inconvenience as reasonably
                  possible save where the right of entry is exercised to
                  remedy any breach hereunder where the Landlord only
                  undertakes to make good damage caused

            (c)   any consent licence or approval of the Landlord or words to
                  similar effect mean a consent licence or other approval in
                  writing signed by or on behalf of the Landlord and given
                  before the act requiring consent licence or approval

            (d)   the Premises (except in clause 4(15)) shall be construed as
                  extending where the context permits to any part of the
                  Premises

            (e)   a specific Enactment includes every statutory modification
                  consolidation and re-enactment and statutory extension of it
                  for the time being in force except in relation to the Town
                  and Country Planning (Use Classes) Order 1987 which shall be
                  interpreted exclusively by reference to the original
                  provisions of Statutory Instrument 1987 No 764 whether or
                  not the same may at any time have been revoked or modified

            (f)   the last year of the Term includes the final year of the
                  Term if it shall determine otherwise than by effluxion of
                  time and references to the expiry of the Term include such
                  other determination

      (5)   (a)   Where the context permits rents or other sums being due from
                  the Tenant to the Landlord or the Management Company mean 
                  that they are exclusive of any VAT

            (b)   whenever the consent licence or approval of the Landlord is
                  required under this lease the relevant provision shall be
                  construed as also requiring (and any consent licence or
                  approval given by the Landlord shall be deemed subject to
                  the need for) the consent licence or approval of the
                  Superior Landlord (for which the Landlord shall apply at the
                  Tenant's reasonable cost) where the same is required
                  under the Head Lease except that nothing in this lease or in
                  any consent licence or approval by the

                                                                           7

<PAGE>


                  Landlord shall imply that the Superior Landlord's consent
                  licence or approval will not be unreasonably withheld or
                  delayed

            (c)   references to any right of (or covenant to permit) the
                  Landlord to enter the Premises shall extend to the
                  Superior Landlord and to all persons authorised by it and
                  shall be construed in the manner required by clause
                  2(4)(b) but in relation to the Superior Landlord and those
                  with its authority

            (d)   the rights excepted and reserved in schedule 3 are also
                  excepted and reserved for the benefit of the Superior
                  Landlord

3.    DEMISE AND RENTS

      The Landlord at the request of the Guarantor DEMISES unto the Tenant ALL
      THAT the Premises TOGETHER WITH the easements and rights specified in
      schedule 2 exercisable in common with the Landlord and all others with
      its authority or otherwise from time to time entitled thereto EXCEPT and
      RESERVED unto the Landlord and all other persons authorised by it from
      time to time during the Term or otherwise from time to time entitled
      thereto (including the Management Company in relation to the provision
      of the Services) the easements and rights specified in schedule 3

      TO HOLD the Premises unto the Tenant (together with and except and
      reserved as aforesaid) for the Term SUBJECT to all rights easements
      covenants stipulations and other matters affecting the same and SUBJECT
      to the provisions of the deeds and documents mentioned in schedule 7

      YIELDING AND PAYING therefor:

      FIRST yearly and proportionately for any part of a year until 24th March
      1998 a peppercorn (if demanded) and thereafter until the first Review
      Date (and thereafter as determined pursuant to schedule 4) the yearly
      rent of Four hundred and eighty three thousand one hundred and sixty
      five Pounds (pound sterling 483,165) exclusive of VAT (subject to clause
      5(6)) payable by equal quarterly payments to be made in advance on the
      usual quarter days in every year the first such payment to be made on
      25th March 1998

      SECONDLY as additional rent from time to time the Insurance Rent payable
      on demand

      THIRDLY as additional rent on demand (in addition and without prejudice
      to the Landlord's right of re-entry and any other right) interest at the
      Interest Rate on any sum owed by the Tenant to the Landlord whether as
      rent or otherwise which is not:-

      (a)     received in cleared funds by the Landlord within 10 days
              following the due date (or in the case of money due only on
              demand within fourteen days after the date of demand) calculated
              for the period commencing on the due date for payment and ending
              on the date the sum and the interest is received in cleared
              funds by the Landlord

      (b)     demanded (or if tendered is for the time being refused) by the
              Landlord in circumstances where it is prudent for it not to
              demand or accept any payment having regard to a breach of any of
              the Tenant's obligations under this lease of which the Tenant
              has received notice calculated for the period commencing on the
              due date for payment and ending on the date the sum (and the
              interest) is subsequently received by the Landlord



                                                                           8
<PAGE>


      FOURTHLY as additional rent all VAT for which the Landlord is or may
      become liable to account to H.M. Customs & Excise (or other relevant
      body to whom account has for the time being to be made) on the supply by
      the Landlord to the Tenant under or in connection with the provisions of
      this lease or the interest created by it and of any other supplies
      whether of goods or services such rent fourthly reserved to be due for
      payment contemporaneously with the other rents or sums to which it
      relates

      AND FIFTHLY a rent equal to the Electricity Cost such rent to be payable
      on demand (either annually or by instalments) as the Landlord shall
      determine

4.    TENANT'S COVENANTS

      The Tenant covenants with the Landlord (and in respect of sub-clause
      4(30) also with the Management Company) throughout the Term subject to
      clause 4(15):

      RENT

      (1)   To pay the rents reserved by this lease on the days and in the
            manner set out in clause 3 without deduction or set off and
            (unless for the time being the Landlord shall have required in
            writing to the contrary) to pay the rent first reserved (together
            with any sum in respect of the rent fourthly reserved as may be
            applicable thereto) by banker's standing order to such bank as the
            Landlord may from time to time nominate

      VAT

      (2)   Subject to clause 5(6) wherever the Tenant is required to pay any
            amount to the Landlord hereunder by way of reimbursement or
            indemnity to pay on the production of a valid VAT invoice to the
            Landlord (as applicable) in addition an amount equivalent to any
            VAT incurred by the Landlord save to the extent that the Landlord
            obtains credit for such VAT incurred by the Landlord pursuant to
            sections 24 25 and 26 Value Added Tax Act 1994 or any regulations
            made thereunder

      OUTGOINGS

      (3)   To pay all rates taxes charges and other outgoings whatsoever now
            or hereafter assessed charged or imposed upon the Premises or upon
            their owner or occupier (and a proper proportion determined by the
            Landlord attributable to the Premises of any rates taxes charges
            and other outgoings now or hereafter assessed charged or imposed
            upon the Premises in common with other premises or upon the owners
            or occupiers thereof) and (to the extent the Tenant does not pay
            it directly to the relevant supplier) the total cost (including
            meter rents) of all water (including chilled water) electricity
            and gas separately metered and/or exclusively supplied to the
            Premises during the Term as reasonably determined by the Landlord
            excluding (without prejudice to the rent fourthly reserved and
            clause 4(2)) any tax payable by the Landlord as a direct result of
            any actual or implied dealing with the reversion of this lease or
            of the Landlord's receipt of income

      COMPLIANCE WITH ENACTMENTS

      (4)   To comply with the requirements of all Enactments and of every
            Public Authority (including the due and proper execution of any
            works) in respect of the Premises their use occupation
            employment of personnel in them and any work being



                                                                           9
<PAGE>


            carried out to them (whether the requirements are imposed upon the
            owner lessee or occupier) and not to do or omit anything by which
            the Landlord may become liable to make any payment or do anything
            under any Enactment or requirement of a Public Authority

      NOTICES

      (5)   As soon as reasonably practicable and in any event within 5
            working days of receipt of the same to give to the Landlord notice
            of (and a certified copy of) any notice permission direction
            requisition order or proposal made by any Public Authority and
            without delay to comply in all respects at the Tenant's cost with
            the provisions thereof save that the Tenant shall if so required
            by and at the cost of the Landlord make or join in making such
            objections or representations in respect of any of them as the
            Landlord may reasonably require

      REPAIR

      (6)   To put and keep the Premises (and any works or installations made
            pursuant to paragraphs 4 and 5 of Schedule 2) in good and
            substantial repair and condition (damage by any of the Insured
            Risks excepted to the extent that the insurance money shall not
            have been rendered irrecoverable subject to clause 5(2)(b) or
            insufficient because of some act or default of the Tenant or of
            any person deriving title under or through it or their respective
            servants or agents or invitees) and to replace whenever necessary
            during the Term and on expiry of the Term the landlord's fixtures
            and fittings (including any fitted carpets) in the Premises which
            may have become beyond economic repair with items of the same type
            and quality

      DECORATION AND GENERAL CONDITION AND SERVICING

      (7)   (a)     To keep the Premises maintained to a high standard of
                    decorative order and finish and properly cleansed and tidy
                    and (without prejudice to the foregoing) as often as the
                    same shall be necessary (and not less frequently than once
                    in every fifth year of the Term but not more than once in
                    any 18 month period) and also in the last year of the Term
                    to clean paint polish or otherwise treat as the case may
                    be all inside surfaces of wood and metal work of the
                    Premises usually or requiring to be painted polished or
                    otherwise treated with two coats at least of high quality
                    paint or polish vinyl wall coverings (where applicable) or
                    other appropriate materials in a good and workmanlike
                    manner (and during the last year of the Term in the colour
                    scheme specified and otherwise in accordance with the
                    Reinstatement Specification) PROVIDED ALWAYS THAT the
                    Tenant shall not be obliged to carry out any such
                    decorative treatment if the need for it is caused by
                    damage by any of the Insured Risks to the extent (subject
                    to clause 5(2)(b)) that the insurance money shall not have
                    been rendered irrecoverable or insufficient because of
                    some act or default of the Tenant or of any person
                    deriving title under or through it or their respective
                    servants agents or invitees

            (b)     To clean the inside of all external window glazing in the
                    Premises at least once in every month using reputable
                    contractors



                                                                           10

<PAGE>


          (c)    To enter into and maintain contracts for the regular inspection
                 maintenance and servicing of all fixed plant and equipment
                 comprised in the Premises which has or is likely to have any
                 impact on the Landlord's Services Equipment by reputable
                 contractors approved by the Landlord (such approval not to be
                 unreasonably withheld) and to obtain satisfactory test
                 certificates as may be reasonably required by the insurers
                 and whenever reasonably required to produce copies of such
                 contracts and certificates

      REFUSE

      (8)   Not to deposit any refuse on any of the Common Parts except in
            areas designated for such purpose from time to time by the
            Landlord and to comply with all requirements of any Public
            Authority and any reasonable regulations made by the Landlord
            pursuant to clause 4(27) in relation to control over and disposal
            of rubbish

      TO PERMIT ENTRY

      (9)   To permit the Landlord (and persons authorised by the Landlord) at
            reasonable times in compliance with the Tenant's reasonable
            security requirements on reasonable prior written notice (except
            in an emergency) to enter the Premises in order to:-

            (a)   examine their state of repair

            (b)   ascertain that the covenants and conditions of this lease
                  have been observed

            (c)   take any measurement or valuation of the Premises

            (d)   rebuild renew cleanse alter test maintain repair inspect and
                  make connections to any part of the Building including the
                  Service Media (PROVIDED that the Landlord will procure that
                  such entry takes place outside Normal Business Hours where
                  practicable)

            (e)   during the last six months of the Term (or at any time in
                  the case of a disposal of the Landlord's interest) to show
                  the Premises to prospective purchasers or tenants and their
                  agents

            (f)   exercise the rights described in schedule 3

      COMPLIANCE WITH NOTICES RELATING TO REPAIR OR CONDITION

      (10)  (a)   To comply with any notice requiring the Tenant to remedy any
                  breach of its covenants

            (b)   If the Tenant shall not within a reasonable time comply with
                  any such notice to permit the Landlord and any authorised
                  person to enter the Premises to remedy the breach as the
                  Tenant's agent and at the Tenant's proper cost the Landlord
                  making good any damage caused

            (c)   To pay to the Landlord on demand all the proper costs and
                  expenses incurred by the Landlord under the provisions of
                  this sub-clause



                                                                           11

<PAGE>


      ENCROACHMENTS

      (11)  (a)   To preserve all rights of light and other easements belonging
                  to the Premises and not knowingly to give any acknowledgment
                  that they are enjoyed by consent

            (b)   Not knowingly to do or omit anything which might subject the
                  Premises to the creation of any new easement and to give
                  notice to the Landlord forthwith of any encroachment which
                  might have that effect

      ALTERATIONS AND REINSTATEMENT

      (12)  (a)   Not to carry out any Development of or on the Premises nor
                  (without prejudice to the exclusion of structural parts from
                  the demise of the Premises) any works affecting any 
                  structural parts of the Building and not to commit any waste

            (b)   Without prejudice to any other rights of the Landlord in
                  respect of areas not included in the Premises not to install
                  or erect any exterior lighting shade or awning or place any
                  structure or other thing outside the Premises

            (c)   Without prejudice to paragraphs (a) and (b) of this
                  sub-clause and subject to the provisos to this paragraph (c)
                  not to make any other alteration or addition to the Premises
                  (including all electrical and other plant and equipment and
                  the installation and removal of demountable partitioning)
                  except:-

                  (i)   in accordance with plans and specifications
                        (adequately describing the work in question and the
                        manner in which the work will be carried out)
                        previously submitted at the Tenant's expense in
                        triplicate to and approved by the Landlord (such
                        approval not to be unreasonably withheld or delayed
                        PROVIDED THAT the Landlord shall respond to the
                        Tenant's submission within 10 working days in the case
                        of minor alterations (excluding any alterations which
                        affect any of the Landlord's Services Equipment) and
                        if the Landlord fails to respond within 10 working
                        days as aforesaid it shall be deemed to have accepted
                        such minor alterations AND PROVIDED FURTHER that the
                        initial fitting out of the Premises following the date
                        hereof shall be governed by the Agreement for Initial
                        Alterations

                  (ii)  in a manner which shall not materially and adversely
                        affect the Landlord's Services Equipment any Service
                        Media or the provision of any of the Services

                  (iii) in accordance with any relevant terms conditions
                        recommendations and regulations of any Public
                        Authority (and in particular in relation to any
                        electrical installation in accordance with the terms
                        and conditions laid down by the Institution of
                        Electrical Engineers and the Regulations of the
                        Electricity Supply Authority) and the insurance
                        company with whom the Premises are for the time being
                        insured and

                  (iv)  in a good and workmanlike manner



                                                                           12
<PAGE>


                  PROVIDED ALWAYS THAT subject to clause 4(12)(c)(i):-

                  (I)   no such alterations or additions shall be carried out
                        until the Landlord has issued its consent in writing
                        to which the Tenant shall if required join as a party

                  (II)  once any such alterations or additions have been
                        carried out the Tenant shall supply to the Landlord
                        as-built plans in triplicate (together with a computer
                        aided design disk and 35 mm slides) showing the works
                        as carried out

            (d)   At the expiry of the Term to remove:-

                  (i)   all alterations and additions made to the Premises by
                        the Tenant

                  (ii)  all work done in connection with the original fitting
                        out by the Tenant in pursuance of the Agreement for
                        Initial Alterations

                  and to restore and make good the Premises in accordance with
                  the Reinstatement Specification in a proper and workmanlike
                  manner to the condition and design which existed before the
                  alterations or additions were made with all services
                  properly sealed off

      USE   

      (13)  Not to use the Premises or any chattels in them:-

            (a)   for any purpose (and not to do anything in or to the
                  Premises) which may be or become or cause a nuisance
                  obstruction or damage to any person or property

            (b)   for a sale by auction or for any public meeting or for any
                  dangerous noxious noisy illegal or immoral trade business or
                  activity or for residential purposes and not to use the
                  Common Parts for the transaction of any business or

            (c)   (without prejudice to the preceding paragraphs of this
                  sub-clause) except for the Permitted Use

      SIGNS 

      (14)  (a)   Not to erect any aerial satellite dish sign signboard pole
                  antenna wire or other apparatus on the outside of the
                  Building save for the right granted pursuant to paragraph
                  3 of schedule 2

            (b)   Not to affix or exhibit so as to be visible from outside the
                  Premises any placard sign notice fascia board or
                  advertisement except the approved signs referred to in
                  paragraph 3 of schedule 2

      ALIENATION

      (15)  (a)   If the Tenant at any time desires to assign the whole of the
                  Premises the Tenant shall first by an irrevocable 
                  unconditional written notice ("the Tenant's Notice") served
                  upon the Landlord offer to surrender or assign



                                                                           13
<PAGE>


                  this lease upon such financial terms and conditions as the
                  Tenant may desire

            (b)   If the Landlord wishes to accept such surrender or
                  assignment it shall within twenty-one days of receipt of the
                  Tenant's Notice serve a counter-notice ("the
                  Counter-Notice") upon the Tenant stating as much

            (c)   If the Landlord serves a Counter-Notice on the Tenant then
                  the Tenant shall surrender or assign (at the Landlord's
                  option) the Premises to the Landlord (or as the Landlord may
                  direct) within six months of receipt of the Counter-Notice
                  either with vacant possession or subject only to a permitted
                  underletting and the Tenant's liability hereunder shall
                  cease in respect of any matters arising following the date
                  of such assignment or surrender but without prejudice to any
                  antecedent breaches of covenant

            (d)   If the Landlord does not serve a Counter-Notice then the
                  Tenant must (if it wishes to assign) complete its assignment
                  on terms greater than 95 per cent in value of the terms and
                  conditions stipulated in the Tenant's Notice within six
                  months from the date of the Tenant's Notice and if the
                  Tenant shall fail to complete within such period if it still
                  wishes to assign the whole of the Premises it must reinstate
                  the procedure set out in this clause 4(15)

            (e)   Subject to the foregoing provisions of this sub-clause 4(15)
                  not to assign mortgage charge or underlet or in any other
                  manner part with possession of any part (being less than the
                  whole) of the Premises or agree to do so except that the
                  Tenant may underlet the whole of (but not more or less than)
                  any Permitted Part or Permitted Parts in accordance with
                  paragraphs (h) and (i) of this sub-clause

            (f)   Subject to the foregoing provisions of this sub-clause 4(15)
                  not to assign underlet or otherwise part with possession of
                  or the whole of the Premises or agree to do so except that
                  the Tenant may assign or underlet the whole of the Premises
                  in accordance with paragraph (g) or (h) respectively of this
                  sub-clause

            (ASSIGNMENT)

            (g)   (i) Not to assign the whole of the Premises without first
                      obtaining the Landlord's consent issued within 2 months
                      before completion of the assignment which consent shall 
                      not be unreasonably withheld or delayed but which may be 
                      granted subject to any one or more of the conditions 
                      referred to in paragraph (g)(ii) and which may be 
                      withheld if any one or more of the circumstances 
                      referred to in paragraph (g) (iii) exist

                 (ii) The conditions referred to in paragraph (g)(i) (which
                      are specified for the purposes of section 19(1 A)
                      Landlord and Tenant Act 1927) are:

            AUTHORISED GUARANTEE

            (a)   that the Tenant shall enter into an authorised guarantee
                  agreement (as defined in section 16 Landlord and Tenant



                                                                           14
<PAGE>


             (Covenants) Act 1995) with the Landlord in a form which
             the Landlord reasonably requires

            THIRD PARTY GUARANTEE/RENT DEPOSIT

            (b)   that if so reasonably required by the Landlord the proposed
                  assignee shall have procured covenants with the Landlord by
                  a guarantor or guarantors (not being the Tenant or any
                  guarantor) reasonably acceptable to the Landlord in a form
                  acceptable to the Landlord (acting reasonably);

            INTRA GROUP DEALINGS

            (c)   if the proposed assignee is a Group Company the Tenant shall
                  have procured either:

                  (A)   if the Tenant's obligations under this lease are
                        guaranteed by another Group Company that such Group
                        Company covenants with the Landlord on the same terms
                        (mutatis mutandis) as those contained in clause 10; or

                  (B)   if there is no guarantor of the Tenant's obligations
                        under this lease and if the assignee is not at the
                        date of the application for consent to the proposed
                        assignment in the reasonable opinion of the Landlord
                        of financial standing equivalent to or greater than
                        the Tenant at the date of this lease that the proposed
                        assignee procures covenants by a Group Company which
                        is not the Tenant or the proposed assignee and which
                        is in the reasonable opinion of the Landlord of
                        financial standing equivalent to or greater than the
                        Tenant in the same terms (mutatis mutandis) as those
                        contained in clause 10; and

      (iii) The circumstances referred to in paragraph (g)(i) (which are
            specified for the purposes of section 19(1 A) Landlord and Tenant
            Act 1927) are:-

            (a)   where the Tenant's solicitors have not given an undertaking
                  to the Landlord's solicitors to pay all reasonable legal
                  surveyor's and management costs disbursements and VAT
                  arising on the application for consent to such assignment
                  whether or not consent is granted unless the Landlord
                  unreasonably withholds consent in circumstances where it is
                  required to be reasonable; and/or

            (b)   where any of the rents and Interim Sum due from the Tenant
                  to the Landlord or the Management Company



                                                                           15
<PAGE>


                  respectively under this lease remain unpaid at the date of
                  the application for consent to the proposed assignment

      (UNDERLETTING)

            (h)   Not to underlet the whole of the Premises or any Permitted
                  Part (each being referred to in this paragraph as the
                  premises) except:-

                  (i)   to a person who before the underletting shall have
                        covenanted with the Landlord to observe and perform
                        the Tenant's obligations under this lease during the
                        sub-term to the extent they relate to the premises
                        demised by the underletting (other than the payment of
                        rents) and a covenant not to assign the whole of the
                        premises without the Landlord's consent (which shall
                        not be unreasonably withheld or delayed) and an
                        unqualified covenant not to assign part of the
                        premises or to underlet or otherwise part with
                        possession or share the occupation of the premises or
                        any part of them

                  (ii)  by reserving as a yearly rent without payment of a
                        fine or premium (in addition to the service and
                        insurance and other rents payable under this lease
                        except the rent first hereby reserved or (in the case
                        of underletting of a Permitted Part) a pro rata
                        proportion of them) an amount equal to:-

                        (a)   (in the case of an underletting of the Premises)
                              the then open market rack rental value of the
                              Premises

                        (b)   (in the case of an underletting of a Permitted
                              Part) a pro rata proportion of the then open
                              market rack rental value of the Premises

                        the proportion in each case being calculated by
                        reference to the Net Internal Area of the Permitted
                        Part in relation to the Net Internal Area of the
                        Premises, in all cases such rent to be payable by
                        equal quarterly instalments in advance on the usual
                        quarter days and to be approved by the Landlord prior
                        to the underletting (such approval not to be
                        unreasonably withheld or delayed) but the amount of
                        such rent and the approval of the Landlord thereto may
                        not be used as evidence by the Tenant for the purpose
                        of any rent review pursuant to this lease

                  (iii) by a form of underlease:-

                        (a)   by which the principal rent reserved by the
                              underlease is reviewed upwards only at not
                              greater than five year intervals during the
                              sub-term in accordance with the same principles
                              (mutatis mutandis) and at the times as apply to
                              the rent first reserved by this lease

                        (b)   requiring the underlessee to observe and perform
                              all the covenants and other provisions binding
                              on the Tenant under this lease (other than the
                              covenant by the Tenant to


                                                                           16

<PAGE>


                              pay rents) to the extent they relate to the 
                              premises and containing:-

                        (A)   a condition for re-entry by the underlessor on
                              breach of any covenant by the underlessee

                        (B)   a qualified covenant not to assign the whole of
                              the premises and an absolute covenant not to
                              assign part of the premises or to underlet or
                              otherwise part with possession or share the
                              occupation of the premises or any part of them

                  (iv)  with the Landlord's consent issued within three months
                        before completion of the underletting which consent
                        (subject to compliance with the foregoing conditions
                        precedent) shall not be unreasonably withheld or
                        delayed

      (i)   In relation to an underlease of a Permitted Part:-

            (i)   not to include in the sub-demise any part of the entrance to
                  or the reception area of the Premises

            (ii)  to except from the underlease all necessary circulation
                  areas and plant and equipment which will serve the Premises
                  in common and to reserve a separate service charge rent in
                  respect of their maintenance repair and renewal

            (iii) not as a result of the grant to create or permit the
                  creation of more than four separate occupations affecting
                  the whole of the Premises (occupations in right of this
                  lease counting as one occupation)

            (iv)  not to grant or agree to grant the underlease without
                  providing for the exclusion of sections 24 to 28 inclusive
                  of the Landlord and Tenant Act 1954 in relation to the
                  underlease in pursuance of an Order duly made under section
                  38(4) of that Act before the date of grant

      (j)   To enforce the observance and performance by every such
            underlessee and its successors in title of the provisions of the
            underlease and not expressly or impliedly to waive any breach of
            them nor vary the terms of any underlease

      (k)   Not to agree any reviewed rent payable under an underlease without
            the Landlord's consent and if the rent review under any underlease
            is to be determined by an independent person not to agree his
            appointment without the Landlord's consent (PROVIDED ALWAYS THAT
            the Landlord shall not unreasonably withhold or delay any consent
            required under this sub-paragraph) and to procure that any
            representations which the Landlord may wish to make in relation to
            the rent review are duly submitted to the independent person and
            to provide to the Landlord promptly on the same becoming available
            copies of any representations made by or on behalf of the Tenant
            or the underlessee in relation to such rent review



                                                                           17

<PAGE>


      (SHARING OCCUPATION)

      (l)   Not to part with or share the occupation of the Premises or any
            part of them except that the Tenant may share occupation with a
            company which is (but only for so long as it remains) either the
            holding company of the Tenant or a majority-owned subsidiary of
            the Tenant or of the Tenant's holding company (as those
            expressions are defined in section 736 Companies Act 1985) so long
            as the Tenant does not grant the person sharing occupation
            exclusive possession (so that such company occupies as licensee
            only without creating any relationship of landlord and tenant) nor
            otherwise transfer or create a legal estate and the Tenant shall
            notify the Landlord of the identity of each company in occupation

      REGISTRATION

      (16)  (a)   Within twenty-one days after any disposition or devolution of
                  this lease or of any estate or interest in or derived out of 
                  it to give notice in duplicate of the relevant transaction to
                  the Landlord for registration with a certified copy of the 
                  relevant instrument and to pay to the Landlord a fair and 
                  reasonable fee for each such registration of not less than 
                  twenty five pounds

            (b)   To register with the Landlord particulars of the
                  determination of every rent review under any underlease of
                  the Premises within fourteen days after the date of
                  determination

      PAYMENT OF COST OF NOTICES CONSENTS ETC.

      (17)  To pay on demand all reasonable expenses (including counsels'
            solicitors' surveyors, and bailiffs' fees) properly incurred by the
            Landlord in and incidental to:

            (a)   the preparation and service of a notice under section 146
                  Law of Property Act 1925 or in contemplation of any
                  proceedings under section 146 or 147 of that Act
                  notwithstanding that forfeiture is avoided otherwise than by
                  relief granted by the court and

            (b)   every reasonable step taken during or after the expiry of
                  the Term in connection with the enforcement of the Tenant's
                  obligations under this lease including the service or
                  proposed service of all notices and schedules of
                  dilapidations and

            (c)   every application for consent licence or approval under this
                  lease but not if the application is unreasonably refused or
                  delayed or granted subject to unreasonable conditions (where
                  such consent is not to be unreasonably withheld or delayed)

      MACHINERY

      (18)  Not to install in the Premises any plant or machinery other than
            usual office equipment without the Landlord's consent which shall
            not be unreasonably withheld PROVIDED ALWAYS THAT no plant or
            machinery shall be installed or operated in the Premises and
            nothing shall be done or omitted in them which may cause:-


                                                                           18

<PAGE>


            (a)   the efficiency of the heating ventilation air conditioning
                  and cooling system installed in the building to be
                  diminished or impaired in any way

            (b)   noise dust fumes smell vibration or electrical interference
                  affecting or having any other intrusive effect on any other
                  part of the Building or other adjoining property or persons
                  outside the Premises

      OBSTRUCTION/OVERLOADING

      (19)  Not to obstruct:-

            (a)   or damage any part of the Building or exercise any of the
                  rights granted by this lease in a way which causes nuisance
                  or damage

            (b)   any means of escape

            (c)   or discharge any deleterious matter into

                  (i)   any pipe drain or other conduit serving the Premises
                        and (to the extent they lie within the Premises) to
                        keep them clear and functioning properly or

                  (ii)  any Service Media

            (d)   or stop-up or darken the windows and other openings of the
                  Premises

            nor to overload or cause undue strain to the Service Media or any
            other part of the Building and in particular not to suspend any
            undue weight from the ceilings or walls of the Premises and not to
            exceed the following floor loadings:-

             floor finishings:    :      4 kN/m2 (80 lbs per sq. ft)

             live load            :      IkN/m2 (20 lbs per sq. ft)

            (e)   any requisite notice erected on the Premises including any
                  erected by the Landlord in accordance with its powers under
                  this lease

      PARKING/GOODS DELIVERY

      (20)  To ensure that all loading unloading deliveries and despatch of
            goods is carried out only by using the service accesses and goods
            lifts designated by the Landlord for the use of the Premises

      PLANNING LAW AND COMPENSATION

      (21)  Without prejudice to clause 4(4) at all times during the Term to
            comply with the provisions and requirements of Planning Law
            relating to or affecting

            (a)   (i) the Premises

                  (ii)  any operations works acts or things carried out
                        executed done or omitted on the Premises

                  (iii) the use of the Premises

                  (iv)  the use by the Tenant of (and the exercise of any
                        other rights hereunder in respect of) any other parts
                        of the building



                                                                           19

<PAGE>


            (b)   Subject to the provisions of paragraph (c) of this
                  sub-clause as often as occasion requires during the Term at
                  the Tenant's expense to obtain and if appropriate renew all
                  planning permissions (and serve all notices) required under
                  Planning Law in respect of the Premises whether for the
                  carrying out by the Tenant of any operations or the
                  institution or continuance by the Tenant of any use of the
                  Premises or any part thereof or otherwise

            (c)   Not without the Landlord's consent (such consent not to be
                  unreasonably withheld or delayed) to apply for any planning
                  permission relating to the Premises (and not to apply for
                  any such planning permission relating to any other part of
                  the Building) but so that subject to compliance with
                  paragraph (e) of this sub-clause the Landlord's consent
                  shall not be unreasonably withheld or delayed to the making
                  of a planning application in respect of the Premises
                  relating to any operations or use or other thing (if any)
                  which assuming it to be implemented in accordance with
                  Planning Law would otherwise not be in breach of the
                  provisions of this lease

            (d)   If the Landlord so requires in connection with any relevant
                  proposal by the Tenant to apply for a determination under
                  section 191 or 192 Town and Country Planning Act 1990

            (e)   If the Landlord consents in principle to any application by
                  the Tenant (which it hereby agrees to consider and determine
                  with all due expedition) for planning permission to submit a
                  draft of the application to the Landlord for its approval
                  and to give effect to its reasonable requirements in respect
                  thereof and if and to the extent the Landlord so requires to
                  lodge the application with the relevant authority in the
                  joint names of the Landlord and the Tenant and in duplicate

            (f)   Not to implement any planning permission before the Landlord
                  has acknowledged that its terms are acceptable nor before
                  the Landlord has received any cash or other security which
                  it reasonably requires for compliance with any conditions
                  imposed by the planning permission

            (g)   If the Landlord at the Landlord's cost reasonably requires
                  or the Tenant desires to lodge and progress diligently an
                  appeal against any refusal of an application for planning
                  permission lodged in respect of the Premises by the Tenant
                  or by any person claiming under or through the Tenant
                  (whether or not lodged in its name alone) the Landlord
                  undertakes to co-operate fully with the Tenant in respect
                  of any such appeal unless such appeal would be likely to
                  have a material and adverse effect on the Landlord's
                  interests in the Building

            (h)   Unless the Landlord otherwise directs to complete before the
                  expiry of the Term all works on the Premises required as a
                  condition of any planning permission implemented by the
                  Tenant or by any person claiming under or through it

            (i)   If the Tenant receives or is entitled to receive
                  any statutory compensation under any Enactment in relation to
                  its interest in the Premises the Tenant shall on any
                  determination of its interest prior to the expiry of this
                  lease



                                                                           20

<PAGE>


                  by effluxion of time forthwith make such provision as is
                  just and equitable for the Landlord to receive its due
                  benefit from such compensation

      INDEMNITY

      (22)  To indemnify the Landlord against all expenses proceedings costs
            claims damages demands and any other liability or consequence
            arising out or in respect of any breach of any of the Tenant's
            obligations under this lease (including all costs reasonably
            incurred by the Landlord in an attempt to mitigate any such
            breach) or of any act omission or negligence of the Tenant or any
            person at the Premises with the Tenant's authority

      DEFECTIVE PREMISES

      (23)  On becoming aware of the same (or when the Tenant ought reasonably
            to have become aware of the same) to give notice forthwith to the
            Landlord of any defect in the Premises which might give rise to:-

            (a)   an obligation on the Landlord to do or refrain from doing
                  anything in relation to the Premises or

            (b)   any duty of care or the need to discharge such duty imposed
                  by the Defective Premises Act 1972 or otherwise

            and at all times to display and maintain all notices which the
            Landlord may from time to time reasonably require to be displayed
            at the Premises in relation to their state of repair and condition

      INSURANCE AND FIRE FIGHTING EQUIPMENT

      (24)  (a)   Not to do or omit anything by which any insurance policy
                  (relevant extracts of which shall have been provided to the
                  Tenant) relating to the Building or any part of it becomes 
                  void or voidable or by which the rate of premium on such 
                  policy may be increased

            (b)   To comply with all proper requirements of the insurers and
                  to provide and maintain unobstructed appropriate operational
                  fire fighting equipment and fire notices on the Premises

            (c)   To notify the Landlord forthwith of:-

                  (i)   any incidence of any Insured Risk on the Premises and
                        of any other event which ought reasonably to be
                        brought to the attention of insurers and of which the
                        Tenant ought reasonably to be aware

                  (ii)  the insurable value of any fixture installed in the
                        Premises by the Tenant or any person claiming under or
                        through the Tenant

            (d)   That if at any time the Tenant or any person claiming under
                  or through it shall be entitled to the benefit of any
                  insurance of the Premises to cause all money paid under such
                  insurance to be applied in making good the loss or damage in
                  respect of which it was paid



                                                                           21

<PAGE>


            (e)   Subject to clause 5(2)(b) if the whole or any part of the
                  Building is damaged or destroyed by any of the Insured Risks
                  at any time during the Term and the insurance money under
                  any insurance policy effected by the Landlord is rendered
                  wholly or partially irrecoverable because of some act or
                  default of the Tenant or any person deriving title under or
                  through the Tenant or their respective servants agents or
                  invitees forthwith to pay the Landlord the whole amount of
                  the insurance money so irrecoverable

      DANGEROUS AND CONTAMINATIVE MATERIALS

      (25)  Not to keep place store or use or permit or suffer to be kept
            placed stored or used in or upon or about the Premises any
            materials substance or other thing of a dangerous inflammable
            combustible explosive corrosive or offensive nature or any
            materials substance or other thing which may in any way cause
            pollution injury or harm by percolation corrosion contamination
            migration release or otherwise on beneath or in the vicinity of
            the Premises

      YIELD UP

      (26)  (a)   At the expiry of the Term to remove all chattels and tenant's
                  fixtures and quietly to yield up the Premises reinstated in
                  accordance with the Reinstatement Specification and restored 
                  and made good to the extent required under clause 4(12)(d)  
                  and in the state of repair condition decorative order and  
                  layout otherwise required by this lease and any licences or 
                  consents issued in pursuance of it and to make good any  
                  damage so caused in a proper and workmanlike manner

            (b)   The Tenant irrevocably authorises the Landlord to remove and
                  dispose of any chattels which may be left in the Premises
                  within 28 days after the Tenant has quit them (without being
                  obliged to obtain any consideration for the disposal) and
                  the Tenant irrevocably declares that any such chattels will
                  stand abandoned by it

      REGULATIONS AND COVENANTS

      (27)  To comply with:-

                  (i)   all reasonable regulations reasonably made by the
                        Landlord from time to time and notified to the Tenant
                        in writing for the good management of the Building
                        PROVIDED ALWAYS THAT no such regulations shall purport
                        to amend the terms expressed in this lease and if
                        there is any inconsistency between the terms of this
                        lease and the regulations the terms of this lease
                        shall prevail

                  (ii)  all covenants stipulations and other matters affecting
                        the Premises and not to interfere with any rights
                        easements or other matters affecting the Premises

      SECURITY AND ACCESS

      (28)  To use all reasonable endeavours to ensure that the Tenant's
            visitors to the Premises observe such security regulations which
            may apply to them



                                                                           22

<PAGE>


      HEAD LEASE

      (29)  (a)   To observe and perform the covenants and conditions on the
                  part of the lessee contained in the Head Lease so far as they
                  relate to the Premises except the covenant for the payment 
                  of rent and except also so far as the obligations relating to
                  insurance fall to be observed and performed by the Landlord
                  pursuant to clause 5(2)

            (b)   Not to do or omit any act or thing which would or might
                  cause the Landlord to be in breach of the Head Lease

      SERVICE CHARGE

      (30)  To pay the Service Charge (and VAT thereon) to the Management
            Company at the times and in the manner provided for in clause 6
            and schedule 5 without deduction or set off and to pay the Outside
            Normal Business Hours Charge within 10 days of demand (either
            annually or by monthly instalments) as the Management Company
            shall reasonably determine PROVIDED THAT for the period from the
            date hereof until the earlier of 25th June 1997 and the date on
            which the Tenant commences full beneficial occupation of the
            Premises following the works contemplated by the Agreement for
            Initial Alterations the Service Charge payable by the Tenant in
            any Accounting Period shall not exceed pounds sterling 32,211
            inclusive of VAT and PROVIDED FURTHER that the Service Charge
            payable in respect of the twelve month period from the earlier of
            25th June 1997 and the date on which the Tenant commences full
            beneficial occupation of the Premises following the works
            contemplated by the Agreement for Initial Alterations shall be
            pounds sterling 74,622.15 exclusive of VAT

5. LANDLORD'S COVENANTS

      The Landlord covenants with the Tenant:

      QUIET ENJOYMENT

      (1)   That if the Tenant observes and performs its covenants contained
            in this lease the Tenant may peaceably hold and enjoy the Premises
            without any lawful interruption by the Landlord or any person
            rightfully claiming through under or in trust for it

      INSURANCE

      (2)   (a)   To keep the Building (except all tenants' plant and equipment
                  and trade fixtures) insured against the Insured Risks in the 
                  full current replacement cost

            (b)   to use reasonable endeavours to procure that the interest of
                  the Tenant is noted on the insurance policy and to use
                  reasonable endeavours to further procure that the insurers
                  waive any rights of subrogation against the Tenant (or any
                  lawful subtenant occupier or invitee) and the Landlord will
                  notify the Tenant if it is unable so to procure and will
                  duly consider the representations of the Tenant regarding
                  alternative insurers who may be prepared to procure that the
                  insurers waive any subrogation rights and/or note the
                  interest of the Tenant and will also permit the Tenant to
                  make



                                                                           23

<PAGE>


                  representations to the insurers regarding the noting of the
                  Tenant's interest and/or waiver of rights of subrogation

            (c)   On request to supply the Tenant (but not more frequently
                  than once in any period of twelve months) with evidence of
                  such insurance

            (d)   If and whenever during the Term the Building (except as
                  aforesaid) is damaged or destroyed by an Insured Risk and to
                  the extent that payment of the insurance monies is not
                  refused because of any act neglect default or omission of
                  the Tenant or of any person deriving title under or through
                  the Tenant or their respective servants agents and invitees
                  subject to clause 5(2)(b) above the Landlord will with all
                  convenient speed take the necessary steps to obtain any
                  requisite planning permissions and consents and if they are
                  obtained to lay out the money received from the insurance of
                  the Building (except sums in respect of public liability and
                  employer's liability and loss of rent) towards replacing
                  (but not necessarily in facsimile reinstatement) the damaged
                  or destroyed parts (except as aforesaid) and in the case of
                  the Premises to the Reinstatement Specification as soon as
                  reasonably practicable (and the Landlord shall keep the
                  Tenant informed of progress of any such insurance claims and
                  the Landlord's proposals for compliance with this provision)
                  PROVIDED ALWAYS THAT the Tenant shall have no claim against
                  the Landlord under this clause 5(2)(c) in respect of the
                  manner of replacement of the interior of any Lettable Unit
                  other than the Premises or any alteration to the Common
                  Parts and PROVIDED FURTHER THAT the Landlord shall not be
                  liable to carry out the replacement if it is unable (having
                  used all reasonable endeavours) to obtain every planning
                  permission and consent necessary to execute the relevant
                  work in which event the Landlord shall be entitled to retain
                  all the insurance money received by it and if the Landlord
                  so retains the insurance money the Tenant shall be entitled
                  to determine this lease on not less than one month's prior
                  written notice

            (e)   In the event that the Premises have not been reinstated to
                  the Reinstatement Specification or essential means of access
                  thereto within the Building is not available in the
                  circumstances contemplated in sub clause 5(2)(d) by the
                  date five years and eleven months following the date of such
                  damage or destruction by an Insured Risk the Tenant may
                  determine this lease on not less than one month's prior
                  written notice such notice to be served (if at all) within
                  one month after expiry of such five years and eleven months
                  period

      HEAD LEASE

      (3)   (a)   To pay the rents reserved by the Head Lease and to perform so
                  far as the Tenant is not liable for such performance under 
                  the terms of this lease but so far only as to preserve the 
                  existence of this lease the covenants and conditions on the 
                  part of the lessee contained in the Head Lease

            (b)   On the request and at the reasonable expense of the Tenant
                  to take all reasonable steps to enforce the covenants on
                  the part of the Superior Landlord contained in the Head
                  Lease



                                                                           24

<PAGE>


            (c)   To take all reasonable steps at the Tenant's reasonable
                  expense (to the extent possible under the Head Lease) to
                  obtain the consent of the Superior Landlord wherever the
                  Tenant makes application for any consent required under this
                  lease where the consent of both the Landlord and the
                  Superior Landlord is needed by virtue of this lease and the
                  Head Lease

      ELECTRICITY PROVISION

      (4)   Subject to clause 7(3) to use all reasonable endeavours to provide
            or procure the provision of electricity to the Premises to the
            extent necessary to meet the requirements of the Tenant having
            regard to the overall electricity services design standards for
            the Building as a whole and to all relevant statutory provisions
            from time to time regulating the supply and utilisation of
            electricity and the terms and conditions relative thereto from
            time to time imposed by the electricity provider chosen by the
            Landlord

      MANAGEMENT COMPANY ACCESS


      (5)   To allow the Management Company such rights over the Building as
            it requires from time to time for the due and proper provision of
            the Services

      VAT INDEMNITY

      (6)   The provisions of schedule 8 shall apply in relation to VAT
            liability on the rent first reserved and:-

            (a)   Whenever VAT is properly chargeable in respect of any supply
                  made hereunder by the Landlord to the Tenant the Landlord
                  shall no later than thirty days after the due date for
                  payment in respect of such supply issue a valid VAT invoice
                  or audit note (as the case may be to the Tenant)

            (b)   Subject to (6)(c) below all consideration payable by the
                  Landlord to the Tenant shall be exclusive of VAT which the
                  Landlord shall pay in addition on production of a valid VAT
                  invoice

            (c)   The capital sum referred to in clause 3 above shall be
                  inclusive of VAT save that if the Landlord is at any stage
                  able to recover such VAT the Landlord shall pay to the
                  Tenant a further amount equal to VAT on the capital sum

      NAMING RIGHTS

      (7)   The Landlord shall only name the Building in accordance with its
            postal address from time to time

      NOTIFICATION OF NOTICES

      (8)   The Landlord will inform the Tenant as soon as reasonably
            practicable but in any event within 5 working days of receipt of
            the same of any notice served by the Superior Landlord alleging a
            breach of the Head Lease which would threaten the existence of
            this lease

6. PROVISION OF SERVICES

      The Management Company covenants with the Tenant to use all reasonable
endeavours:-



                                                                           25

<PAGE>


      (1)   Well and substantially to repair and properly clean and decorate
            the structure of the Building (including the structure of the
            roofs foundations external and internal walls and columns and
            structural slabs of the ceilings and floors) the external surfaces
            of the Building (including the whole of the glazing within the
            external walls of the Building) and the Common Parts and (where
            consistent with an obligation to repair) to replace the same

      (2)   To keep the Service Media designed for common or general use and
            the Landlord's Services Equipment in good and substantial repair
            and in clean condition and at all times in good and safe working
            order

      (3)   To keep the lifts in the Building clean and in good and
            substantial repair and condition and at all times in good and safe
            working order

      (4)   Provide heat and air conditioning and chilled water to the
            Premises (subject to the Tenant paying Outside Normal Business
            Hours Charge in relation to the provision of such services outside
            Normal Business Hours) such heat being sufficient to maintain an
            air temperature in the Premises measured at the main trunk
            connections to the floor as follows:

            Air Conditioning and Heating

                  Design Parameters:

                  External Conditions:

                        Summer             29 degrees C DB 20 degrees C WB

                        Winter            -40 degrees DB 100% relative humidity

                  Internal Conditions Office Accommodation -

                        Summer             22 degrees C DB + 1 degree C

                        Winter             20 degrees C DB minimum

                  Humidity Office Accommodation -

                        Summer             50% +/- 10%

                        Winter             50% +/- 10%


      (5)   To ensure that the Common Parts are at all times kept clean tidy
            and unobstructed

      (6)   Subject to clause 7(3) and clause 7(6) to provide or procure the
            provision of electricity to the Premises and each and every part
            thereof designed to receive the same to the extent necessary to
            meet the reasonable requirements of the Tenant and other lawful
            occupiers of the Premises

      (7)   To comply with the requirements of any statute (already or in the
            future to be passed) or any government department local authority
            other public or competent authority or court of competent 
            jurisdiction relating to the Building or any part for which any 
            tenant or occupier of the Building is not directly or exclusively 
            liable



                                                                           26

<PAGE>


      (8)   To ensure that at all times (meaning for the avoidance of doubt 24
            hours a day during the Term) there are both such security officers
            at and patrolling the Building as is reasonably appropriate for
            premises of the same size and nature as the Building and that the
            main reception to the Building is properly and adequately manned

      (9)   To provide or procure the provision of:-

            (a)   the Services during Normal Business Hours; and

            (b)   such of the Services outside Normal Business Hours as in the
                  Management Company's reasonable discretion are appropriate
                  to provide to a high class office building in the City of
                  London outside Normal Business Hours; and

            (c)   such of the Services outside Normal Business Hours as the
                  Tenant shall previously request (but subject to the Tenant
                  being responsible for the Outside Normal Business Hours
                  Charge)

            having regard in all cases to and in accordance with the overall 
            design standards for the Building as a whole and subject to the 
            limitations contained in Clause 7(6)) in an efficient and
            economic manner and in accordance with good estate management
            provided that the Management Company shall be entitled to employ
            such managing agents professional advisers contractors and other
            persons as it shall from time to time reasonably think fit for the
            purpose of the performance of the Services

      PROVIDED THAT the Management Company shall not be liable for:-

      (without prejudice to the provisions of clause 7(3)) any closure of any
      of the Common Parts or interruption in the provision of the Services or
      stoppage or severance affecting any of the Service Media or any
      interruption to the supply of electricity to the Premises or the Common
      Parts or temporary closure or diversion of any of the Common Parts or
      Service Media by reason of necessary inspection repair maintenance or
      replacement thereof or any part thereof or any plant machinery equipment
      installations or apparatus used in connection therewith or damage
      thereto or destruction thereof by any risk (whether or not an Insured
      Risk) or by reason of electrical mechanical or other defect or breakdown
      or frost or other inclement conditions or shortage of fuel materials
      supplies or labour or whole or partial failure or stoppage of any mains
      supply due to any circumstances beyond the control of the Management
      Company PROVIDED ALWAYS that the Management Company shall use all
      reasonable endeavours to minimise the adverse effects of any such
      circumstances and to remedy any such interruption closure or diversion
      as soon as reasonably practicable PROVIDED FURTHER that in the event of
      the Landlord or the Management Company being unable to provide air
      conditioning or electricity to the Premises in such circumstances the
      Tenant shall be entitled to carry out (the Landlord and Management
      Company affording the Tenant reasonable access to do so) all necessary
      remedial works to such electricity or air conditioning PROVIDED THAT:

      (a)   the Tenant shall carry Out such works in a good and workmanlike
            manner and make good all damage caused causing as little
            inconvenience to the Landlord Management Company and other tenants
            as reasonably practicable



                                                                           27

<PAGE>


      (b)   the Landlord or the Management Company shall be responsible for
            the costs of the Tenant in carrying out such remedial works when
            such works are being carried out as a consequence of any breach of
            the Landlord's or Management Company's covenants hereunder

7. PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED THAT:-

      FORFEITURE AND RE-ENTRY

      (1)   Without prejudice to any other remedies and powers contained in
            this lease or otherwise available to the Landlord if

            (a)   the whole or part of the rents shall be unpaid for
                  twenty-one days after becoming payable (whether or not
                  formally demanded) or

            (b)   any of the Tenant's covenants in this lease are not
                  performed or observed in the manner and at the times herein
                  specified or

            (c)   the guarantee granted by the Guarantor or any other
                  guarantor of the Tenant's obligations is or becomes
                  unenforceable (in whole or in part) for any reason
                  whatsoever and no suitable alternative security is provided
                  to the Landlord within a period of one month or

            if the Tenant (or if more than one person any one of them):-

            (d)   being a company enters into liquidation whether voluntarily
                  (except for reconstruction or amalgamation of a solvent
                  company) or compulsorily or has a provisional liquidator or
                  a receiver (including an administrative receiver) appointed
                  or its directors pass a resolution to petition for an
                  administration order or one or more of them swears an
                  affidavit in support of such a petition or is the subject of
                  an administration order or a petition for one or of a
                  voluntary arrangement or a proposal for one under Part I
                  Insolvency Act 1986

            (e)   being a company incorporated outside the United Kingdom is
                  the subject of any proceedings or event analogous to those
                  referred to in clause 7(1)(d) in the country of its
                  incorporation

            (f)   being an individual is the subject of a bankruptcy petition
                  or bankruptcy order or of any application or order or
                  appointment under section 253 or section 273 or section 286
                  Insolvency Act 1986 or otherwise becomes bankrupt or
                  insolvent or dies

            the Landlord may at any time thereafter (and notwithstanding the
            waiver of any previous right of re-entry) re-enter the Premises
            without prejudice to the Tenant's right to relief against
            forfeiture whereupon this lease shall absolutely determine but
            without prejudice to either partys right of action against the
            other in respect of any antecedent breach of the covenants in this
            lease

      LETTING SCHEME USE AND EASEMENTS

      (2)   No letting or building scheme exists or shall be created in
            relation to the Building and (subject only to those easements
            expressly granted by this lease) neither the Tenant nor the
            Premises shall be entitled to any easement or quasi-easement



                                                                           28
<PAGE>


            whatsoever and nothing herein contained or implied shall give the
            Tenant the benefit of or the right to enforce or to have enforced
            or to prevent the release or modification of any right easement
            covenant condition or stipulation enjoyed or entered into by any
            tenant of the Landlord in respect of property not demised by this
            lease or prevent or restrict the development or use of the
            remainder of the Building or any other land

      COMMON PARTS AND SERVICE MEDIA

      (3)   Subject always to the rights of the local authority the relevant
            supply authorities and any other competent authority the Common
            Parts and the Service Media are at all times subject to the
            exclusive control and management of the Landlord who may from time
            to time (if it shall be necessary or reasonable to do so for the
            benefit of the Building or otherwise in keeping with the
            principles of good estate management) alter divert substitute stop
            up or remove any of them (leaving available for use by the Tenant
            reasonable and sufficient means of access to and egress from and
            servicing for the Premises)

      SERVICE OF NOTICES

      (4)   (a)   In addition to any other mode of service any notices to be
                  served under this lease shall be validly served if served in
                  accordance with section 196 Law of Property Act 1925 as  
                  amended by the Recorded Delivery Service Act 1962 or (in the
                  case of any notice to be served on the Tenant) by sending it
                  to the Tenant at the Premises PROVIDED THAT whilst the Tenant
                  hereunder is Donaldson Lufkin & Jenrette International
                  Limited such notice shall also be served on the offices for
                  the time being of SJ Berwin & Co (attention: Edward Page) or
                  such other firm of solicitors notified in writing to the
                  Landlord and 277 Park Avenue New York New York 10172

            (b)   If the Tenant or any guarantor comprises more than one
                  person it shall be sufficient for all purposes if notice is
                  served on one of them but a notice duly served on the Tenant
                  will not need to be served on any guarantor

      RENT CESSER

      (5)   If and whenever during the Term:-

            (a)   the Premises (other than the Tenant's plant and equipment
                  and tenant's fixtures) or the means of access to the
                  Premises within the Building are damaged or destroyed by any
                  of the Insured Risks so that the Premises are incapable of
                  beneficial occupation and use and

            (b)   subject to clause 5(2)(b) the insurance of the Building or
                  the payment of any insurance money has not been vitiated by
                  the act neglect default or omission of the Tenant or of any
                  person deriving title under or through the Tenant their
                  respective servants agents and invitees

            the rent first reserved by this lease and the Service Charge or a
            fair proportion of them according to the nature and extent of the
            damage sustained shall be suspended and cease to be payable from
            the date of destruction or damage until whichever is the earlier
            of the date on which the Premises are reinstated to the
            Reinstatement Specification and if applicable the essential means
            of access within



                                                                           29

<PAGE>


            the Building are available and the date of expiry of the period
            for which insurance of loss of rent is effected and any dispute
            about such suspension shall be referred to the award of a single
            arbitrator to be appointed in default of agreement on the
            application of the Landlord or the Tenant to the President for the
            time being of The Royal Institution of Chartered Surveyors in
            accordance with the Arbitration Acts 1950 and 1979

      LANDLORD'S LIABILITY

      (6)   The Landlord shall not be liable for (without prejudice to the
            provisions of clause 7(3)) any closure of any of the Common Parts
            or stoppage or severance affecting any of the Service Media or any
            interruption to the supply of electricity to the Premises or
            temporary closure or diversion of any of the Common Parts or
            Service Media by reason of necessary inspection repair maintenance
            or replacement thereof or any part thereof or any plant machinery
            equipment installations or apparatus used in connection therewith
            or damage thereto or destruction thereof by any risk (whether or
            not an Insured Risk) or by reason of electrical mechanical or
            other defect or breakdown or frost or other inclement conditions
            or shortage of fuel materials supplies or labour or whole or
            partial failure or stoppage of any mains supply due to any
            circumstances beyond the control of the Landlord PROVIDED ALWAYS
            that the Landlord shall use all reasonable endeavours to minimise
            the adverse effects of any such circumstances and to remedy any
            such interruption closure or diversion as soon as reasonably
            practicable PROVIDED FURTHER that in the event of the Landlord or
            the Management Company being unable to provide air conditioning or
            electricity to the Premises in such circumstances the Tenant shall
            be entitled to carry out (the Landlord and Management Company
            affording the Tenant reasonable access to do so) all necessary
            remedial works to such electricity or air conditioning PROVIDED
            THAT:

      (a)   the Tenant shall carry out such works in a good and workmanlike
            manner and make good all damage caused causing as little
            inconvenience to the Landlord Management Company and other tenants
            as reasonably practicable)

      (b)   the Landlord or the Management Company shall be responsible for
            the costs of the Tenant in carrying out such remedial works when
            such works are being carried out as a consequence of any breach of
            the Landlords or Management Company's covenants hereunder

      ARBITRATION FEES

      (7)   The fees of any arbitrator incurred in any arbitration proceedings
            arising out of this lease may be paid to the arbitrator by the
            Landlord or by the Tenant notwithstanding any direction or prior
            agreement as to liability for payment and any sums so paid for
            which the party who pays them initially is not ultimately liable
            shall be repayable on demand by the party who is liable for them

      RENT REVIEW MEMORANDUM

      (8)   Forthwith after every agreement or determination of any increase
            in the amount of the rent reserved and made payable by virtue of
            schedule 4 a memorandum recording the increase shall be attached
            to this lease and to the counterpart and


                                                                           30

<PAGE>


            such memorandum shall be signed by or on behalf of the Landlord
            and the Tenant respectively

      NO WARRANTY AS TO USE

      (9)   Nothing contained in this lease shall constitute or be deemed to
            constitute a warranty by the Landlord that the Premises are
            authorised under Planning Law to be used or are otherwise fit for
            any specific purpose

      DISPUTES

      (10)  (a)   Any dispute between the Tenant and any other tenant or
                  occupier of any part of the Building relating to any easement 
                  or right affecting the Building or any part of it shall 
                  (unless the Landlord shall by notice to the parties concerned 
                  renounce its power to determine it) be referred to the 
                  Landlord whose decision acting reasonably (acting in the
                  capacity of an expert) shall be binding upon the parties to
                  the dispute but the Landlord shall give written reasons for 
                  his decision

            (b)   Where any issue (other than one relating to a rent review)
                  arising out of or under or relating to the Head Lease which
                  also affects or relates to the provisions of this lease is
                  to be determined as provided in the Head Lease the
                  determination of such issue pursuant to the provisions of
                  the Head Lease shall be binding on the Tenant as well as the
                  Landlord for the purposes both of the Head Lease and this
                  lease

      COMPENSATION

      (11)  Except where any Enactment prohibits the right to compensation
            being reduced or excluded by agreement, neither the Tenant nor any
            occupier of the Premises shall be entitled on quitting them to
            claim from the Landlord any compensation under the Landlord and
            Tenant Act 1954

      RATEABLE VALUE APPEALS

      (12)  (a)   If the Landlord or the Tenant intends to make a proposal to
                  alter the entry for the Premises in the local non-domestic 
                  rating list it shall notify the other party of its intention 
                  and shall incorporate in the proposal such proper and 
                  reasonable representations as may be made by or on behalf of 
                  that party

            (b)   The Tenant shall not agree the level of rates liability
                  attributable to the Premises following the date hereof
                  without the Landlord's consent (such consent not to be
                  unreasonably withheld or delayed) PROVIDED that for the
                  avoidance of doubt the Landlord shall not be entitled to
                  refuse its consent to any level of rates which the Tenant
                  has negotiated with the appropriate rating authority which
                  is lower than any level of rates negotiated by or on behalf
                  of the Landlord in respect of the Building on a pro rata
                  basis

      NO WARRANTY AS TO SECURITY

      (13)  Nothing contained in this lease (and no exercise of any of the
            Landlord's powers under this lease) shall constitute or be deemed
            to constitute a warranty by the


                                                                           31


<PAGE>


            Landlord that the Premises shall be kept secure or that any
            security service to the Common Parts shall be effective

      JURISDICTION

      (14)  This lease shall be governed by and construed in all respects in
            accordance with the law of England and for the benefit of the
            Landlord the English courts shall have exclusive jurisdiction in
            relation to disputes arising under or connected with this lease
            and the Tenant agrees that any process may be served on it by
            leaving a copy of the relevant document at the Premises provided
            however that the Landlord shall retain the right at its sole
            election to sue the Tenant elsewhere including in the courts of
            the Tenant's domicile

      OVERRIDING LEASE

      (15)  If at any time during the Term the Landlord shall grant a tenancy
            of the reversion immediately expectant on the determination of
            this lease whether pursuant to Section 19 Landlord and Tenant
            (Covenants) Act 1995 or otherwise any covenant on the part of the
            Tenant to obtain the consent of the Landlord under this lease to
            any dealing shall be deemed to include a further covenant also to
            obtain the consent of the lessor under such tenancy to such
            dealing

8. LANDLORD'S GUARANTOR

      (1)   The Landlord's Guarantor at the request of the Landlord and in
            consideration of the Tenant agreeing to take this lease covenants
            and agrees with the Tenant that all of the Landlord's obligations
            contained in this lease will be performed and observed in the
            manner and at the times herein specified and that if there is
            default in performing and observing any of the Landlord's
            obligations (notwithstanding any time or indulgence granted by the
            Tenant to the Landlord or compromise, neglect or forbearance on
            the part of the Tenant in enforcing the observance of the
            Landlord's obligations in this lease) the Landlord's Guarantor
            will observe and perform (or procure the performance and
            observance of) the obligations in respect of which the Landlord
            shall be in default

      (2)   The Landlord's Guarantor at the request of the Management Company
            and in consideration of the Tenant agreeing to pay the Service
            Charge covenants and agrees with the Tenant that all of the
            Management Company's obligations contained in this lease will be
            performed and observed in the manner and at the times herein
            specified and that if there is default in performing and observing
            any of the Management Company's obligations (notwithstanding any
            time or indulgence granted by the Tenant to the Management Company
            or compromise, neglect or forbearance on the part of the Tenant in
            enforcing the observance of the Management Company's obligations
            in this lease) the Landlord's Guarantor will observe and perform
            (or procure the performance and observance of) the obligations in
            respect of which the Management Company shall be in default

9. TENANT'S OPTION TO DETERMINE

      (1)   The Tenant may (subject to compliance with the provisions of this
            clause) determine this lease as at 24th October 2008

      (2)   If the Tenant wishes so to determine the Tenant shall give to the
            Landlord the Termination Notice such notice to expire on 
            24th October 2008



                                                                           32
<PAGE>


      (3)   If the Tenant duly serves the Termination Notice it shall procure
            that vacant possession of the Premises will be available on
            24th October 2008 free of occupation by and of any estate or 
            interest rested in the Tenant or any third party and this lease 
            shall not determine as a result of any notice served by the Tenant 
            if the Tenant is in material breach of any of its covenant to pay 
            the rents and Interim Sum contained in this lease (including those
            contained in this sub-clause) as at 24th October 2008 except to the
            extent if at all the Landlord in its absolute discretion waives
            compliance with any of them

10. GUARANTEE AND GUARANTOR'S INDEMNITY

      The Guarantor at the request of the Tenant and in consideration of the
      grant of this lease covenants and agrees with the Landlord and during
      the Term and any period of holding over continuation or extension
      thereof whether by an Enactment common law or otherwise (subject to
      clause 4(15)):-

      (1)   The rents reserved by this lease (whether or not ascertained as to
            amount) will be duly paid and that all the Tenant's obligations
            contained in it will be performed and observed in the manner and
            at the times herein specified and that if there is any default
            in paying the rents or in performing and observing the Tenant's
            obligations (notwithstanding any time or indulgence granted by the
            Landlord to the Tenant or compromise neglect or forbearance on the
            part of the Landlord in enforcing the observance and performance
            of the Tenant's obligations in this lease or any refusal by the
            Landlord to accept rents tendered by or on behalf of the Tenant)
            the Guarantor will observe and perform the obligations in respect
            of which the Tenant shall be in default and will on demand and on
            a full indemnity basis pay to the Landlord an amount equivalent to
            the rents or other amounts not paid and/or any loss damage costs
            charges expenses or any other liability incurred or suffered by
            the Landlord as a result of the default (and in the event of
            non-payment shall pay interest at the Interest Rate from the date
            of demand to the Guarantor until the date of payment) and will
            otherwise indemnify and hold harmless the Landlord against all
            actions claims costs damages demands expenses losses and
            proceedings arising from or incurred by the Landlord as a result
            of such non-performance or non-observance

      (2)   If any liquidator or other person having power to do so disclaims
            this lease or if it shall be forfeited or if the Tenant ceases to
            exist and if the Landlord by written notice served within three
            months after the date of disclaimer or forfeiture or the Landlord
            having actual knowledge of the cesser of existence of the Tenant
            (each a "Trigger Event") requires the Guarantor to accept a lease
            of the Premises for a term computed from the date of the Trigger
            Event to the date on which the Term would have expired by
            effluxion of time and at the same rents and subject to the same
            covenants stipulations conditions and provisions (except that the
            Guarantor shall not be required to procure that any other person
            is made party to that lease as guarantor) as are reserved by and
            contained in this lease immediately before the Trigger Event and
            with coincidental Review Dates (the said new lease and the rights
            and liabilities thereunder to take effect as from the date of such
            Trigger Event) the Guarantor shall forthwith accept such lease
            accordingly and execute and deliver to the Landlord a counterpart
            of it and indemnify the Landlord upon demand against the costs
            incurred on the grant of the new lease



                                                                           33

<PAGE>


      (3)   The liability of the Guarantor hereunder shall not be released
            reduced affected or prejudiced by reason of:-

            (a)   any variation or waiver of or addition to the terms of this
                  lease or any of them agreed between the Landlord and the
                  Tenant or

            (b)   the surrender by the Tenant of part of the Premises (in
                  which event the liability of the Guarantor shall continue in
                  relation to the Tenant's obligations in respect of the part
                  of the Premises not so surrendered) or

            (c)   any legal limitation immunity disability incapacity
                  occurrence of insolvency or the winding-up of the Tenant or

            (d)   (without limitation to the foregoing) of any other act or
                  thing act or thing by which (but for this provision) the
                  Guarantor would have been discharged or released (in each
                  case in whole or in part) from liability under this
                  guarantee and indemnity

            or any combination of any two or more of such matters

      (4)   If a Trigger Event occurs and for any reason the Landlord does not
            require the Guarantor to accept a new lease of the Premises in
            accordance with clause 8(2) the Guarantor shall pay to the
            Landlord on demand (in addition to any other loss damage costs
            charges expenses or other liability which the Guarantor may be
            required to make good hereunder and without prejudice to any other
            rights of the Landlord) an amount equal to the rents which would
            have been payable hereunder but for such Trigger Event (so far as
            such rents do not otherwise continue to be payable) for the period
            commencing on the date of such Trigger Event and ending on
            whichever is the earlier of the date one year after the date of
            such Trigger Event and the date (if any) upon which rent is first
            payable in respect of the whole of the Premises on a reletting
            thereof

      (5)   Without prejudice to the rights of the Landlord against the Tenant
            the Guarantor shall be a principal obligor in respect of its
            obligations under this clause and not merely a surety and
            accordingly the Guarantor shall not be discharged nor shall its
            liability hereunder be affected by any act or thing or means
            whatsoever by which its said liability would not have been
            discharged if it had been a primary debtor

      (6)   The Guarantor shall pay all reasonable charges (including legal
            and other costs on a full indemnity basis) incurred by the
            Landlord in relation to the Landlord's enforcement of this
            guarantee and indemnity against the Guarantor or for enforcing
            payment by the Guarantor of amounts indemnified by it hereunder

      (7)   The Landlord may at its option enforce the terms of this guarantee
            and indemnity against the Guarantor without having first enforced
            the covenants and terms of this lease against the Tenant and also
            without first having recourse to any other rights or security
            which the Landlord may have obtained in relation to this lease

      (8)   The Guarantor shall not be entitled to participate in any security
            held by the Landlord in respect of the obligation of the Tenant
            under this lease or to any right of subrogation in respect of any
            such security until all the obligations owed to the Landlord by the
            Tenant and the Guarantor hereunder have been fully and
            unconditionally fulfilled and discharged



                                                                           34

<PAGE>


      (9)   The Guarantor shall not claim in any liquidation bankruptcy
            composition or scheme of arrangement in respect of the Tenant in
            competition with the Landlord and if and to the extent that it
            receives the same shall remit to (and until remission shall hold
            in trust for) the Landlord all and any monies received from any
            liquidator trustee receiver or out of any composition or
            arrangement or from any supervisor thereof until all the
            obligations of the Tenant and the Guarantor hereunder owed to the
            Landlord have been fully and unconditionally fulfilled and
            discharged

      (10)  This guarantee and indemnity shall enure for the benefit of the
            Landlord's successors in title under this lease without the
            necessity for any assignment thereof

      (11)  While Donaldson, Lufkin & Jenrette International Limited remains
            the Tenant this guarantee and indemnity shall only apply if and
            for so long as the total shareholders funds and reserves of
            Donaldson, Lufkin & Jenrette International Limited are or fall
            below the value of Fifty million pounds (pounds sterling
            50,000,000) AND Donaldson, Lufkin & Jenrette International Limited
            and Donaldson, Lufkin & Jenrette Inc. shall notify the Landlord
            at the beginning of each period in which this guarantee and
            indemnity applies and again when it ceases to apply AND for the
            avoidance of doubt this guarantee (subject to compliance by the
            Tenant with clause 4(15)) shall automatically cease on any lawful
            assignment of this lease (but without prejudice to either party's
            rights against the other in respect of any antecedent breaches of
            this lease) unless in the circumstances contemplated by clause
            4(15)(g)(ii)(b) it is reasonable for Donaldson Lufkin & Jenrette
            Inc. to remain the guarantor hereunder of the liabilities of
            Donaldson, Lufkin & Jenrette International Limited PROVIDED
            FURTHER that Donaldson, Lufkin & Jenrette Inc shall in such
            circumstances automatically be released on a second assignment of
            this lease

11. STAMP DUTY CERTIFICATE

      It is hereby certified that there is no agreement for lease to which
      this lease gives effect

IN WITNESS whereof this Deed has been executed by the parties hereto and is
intended to be and is hereby delivered on the date first above written



                                                                           35

<PAGE>


                                  SCHEDULE 1

                                (THE PREMISES)

ALL THOSE office premises situate on the eighteenth floor and being part of
the Building which are shown on the Plans and thereon verged red for
identification purposes only ALL which premises include:-

(a)   the plaster linings and other interior coverings and facing materials of
      all walls and of any columns within or bounding the said premises

(b)   the screed the raised floor the fixed and unfixed floor coverings and
      all materials lying between the upper surface of the structural floor 
      slab and the raised floor surface

(c)   the ceilings including all materials forming part of them lying and the
      void space (if any) above such ceilings but below the lower surface of
      the structural ceiling slab

(d)   all non-load bearing walls lying within the said premises

(e)   all plant and other apparatus and conducting media which are designed to
      serve the said premises exclusively including any which the Landlord may
      permit under clause 4(14) and whose operation does not have any impact
      on the central building systems

(f)   the following items supplied and fitted by the Landlord:-

      (i)   venetian horizontal perforated blinds on the inside of the
            external windows of the Premises

      (ii)  electricity check meter

but exclude:-

(i)   all Service Media and Landlord's Services Equipment and

(ii)  the load bearing structure of the Building including the load bearing
      structure of the roofs foundations external and internal walls and
      columns and the structural slabs of the ceilings and floors and

(iii) the external surfaces of the Building and the whole of the window
      glazing and window frames and other fenestration units constructed in
      the external walls and in the other boundaries of the said premises

                                  SCHEDULE 2

                        (EASEMENTS AND RIGHTS GRANTED)

1.    The right in connection with the Permitted Use subject to the provisions
      of clause 7(3) and subject to compliance with all reasonable rules and
      regulations in connection with the exercise of such right as may be
      prescribed from time to time by the Landlord:-

      (1)   for the Tenant its employees servants and duly authorised agents
            invitees and visitors for the purpose only of ingress and egress
            to and from the Premises to use the Common Parts and to use all
            means of escape but only when needed in an emergency and

      (2)   to use the Service Media



                                                                           36

<PAGE>


2.    The right of support shelter and protection for the Premises from any
      adjoining or neighbouring parts of the Building as enjoyed by the
      Premises at the date of this lease

3.    The right to have displayed the name or trading style of the Tenant and
      any authorised sub-tenants or permitted occupiers (subject to a maximum
      of four names at any particular time) on the signboard in the entrance
      lobby of the Building provided by the Landlord pursuant to paragraph 14
      of Part I of schedule 6 and the right to install a sign displaying the
      name of the Tenant at the entrance to the Premises the precise location
      size and style of such sign to be subject to the approval of the
      Landlord (such approval not to be unreasonably withheld or delayed)

4.    The right to install a supplementary air conditioning system and UPS
      within the 14th floor plant area in the Building in a manner and in a
      location to be approved by the Landlord such approval not to be
      unreasonably withheld or delayed (in accordance with the provisions of
      clause 4(12)) and a right of access to such 14th floor plant area at all
      reasonable times on reasonable prior notice (save in the case of
      emergency) for repair and maintenance and PROVIDED that on determination
      of the Term the Tenant shall remove any such installation and reinstate
      the plant room area to the reasonable satisfaction of the Landlord
      (making good all damage caused in such removal)

5.    The right to use and to have reasonable access for repair and
      maintenance (on reasonable prior written notice to the Landlord) those
      works or installations within or on the Building (but outside the
      Premises) for which consent has been given pursuant to the Agreement for
      Initial Alterations

6.    The exclusive right to use the lavatories on the same floor as the
      Premises subject to free access for the tenants of the seventeenth and
      nineteenth floors unless such tenants have agreed to forego the right of
      access subject to the Tenant being responsible for all elements of
      Service Cost relating to such toilets should any other tenant of
      accommodation in the Building object to meeting any proportion of
      Service Cost in relation to such facilities (on the basis of such
      exclusive use)

                                  SCHEDULE 3

                         (EXCEPTIONS AND RESERVATIONS)

1.    The right to build alter or extend (whether vertically or laterally) any
      building notwithstanding that the access of light and air or either of
      them to the Premises and the lights windows and openings thereof may be
      affected

2.    The right at reasonable times on reasonable prior written notice (except
      in an emergency where no notice need be given) to enter upon the
      Premises as often as may be necessary for the purpose of complying with
      the covenants of the Head Lease for all the purposes for which the
      Tenant covenants in this lease to permit entry and for all purposes in
      connection with the carrying out of the Services and for the purposes of
      complying with any statutory requirements

3.    The right to use and to construct inspect maintain repair divert and
      otherwise alter stop up and relay and to make connections to any Service
      Media in on or under the Premises at any time during the Term for the
      benefit of any other part of the Building or any adjacent or
      neighbouring land



                                                                           37
<PAGE>


4.    The right to erect and maintain scaffolding on or against any part of
      the Building so long as reasonable and sufficient means of access to and
      egress from and servicing the Premises are maintained

5.    All rights of light air and other easements and rights (but without
      prejudice to those expressly granted by this lease) enjoyed by the
      Premises from or over any other part or parts of the Building or any
      adjacent or neighbouring land

6.    The right of support protection and shelter for the benefit of other
      parts of the Building from the Premises

7.    The right for one or more members of any security staff employed by the
      Landlord or its agents at any time or times on reasonable prior notice
      (save in the case of emergency where no notice is required) to enter the
      Premises if it shall be considered necessary or desirable so to do in
      connection with the security of the Building

8.    The right for the tenant or occupier of any other part of the Building
      authorised by the Landlord having first given reasonable written notice
      to the Tenant at reasonable times in the daytime and at any time and
      without notice in case of emergency to enter the Premises for the
      purpose of repairing that other part of the Building making good any
      damage so caused to the reasonable satisfaction of the Tenant

9.    The rights reserved to the Superior Landlord (by covenant or by express
      reservation) in the Head Lease

PROVIDED ALWAYS THAT if the Landlord or its employees or the persons
authorised by the Landlord exercises any of the rights by carrying out work on
the Premises it shall cause as little inconvenience as possible and as soon as
reasonably practicable make good any damage caused to them unless the right
has been exercised because of some breach by the Tenant or by any person
claiming through it

                                  SCHEDULE 4

               (THE FIRST RESERVED RENT AND THE REVIEW THEREOF)

1.    In this schedule the following expressions have the respective specified
      meanings:-

      (1)   "Current Rent" means the amount of the yearly rent first reserved
            by this lease payable immediately before the relevant Review Date

      (2)   "Review Rent" means the yearly market rent which might reasonably
            be expected to be payable following the expiry of any period at
            the beginning of the term which might be negotiated in the open
            market for the purposes of fitting out during which no rent or a
            concessionary rent is payable or following the payment of any
            capital sum or fitting out contribution which might be negotiated
            in the open market for the purposes of fitting out (and on the
            assumption that the lessee has had the benefit of such rent free
            or concessionary rent period or capital sum or fitting out
            contribution and has used the same fully to fit out the Premises
            for the Permitted Use to the lessee's particular requirements) if
            the Premises had been let in the open market by a willing lessor
            to a willing lessee with vacant possession on the relevant Review
            Date without fine or premium for a term often years computed from
            the relevant Review Date taking into account the lessee's right at
            the expiration of the term to be granted a new tenancy under Part
            II Landlord and Tenant Act 1954 and otherwise upon the provisions
            (save as to the
                               

                                                                           38

<PAGE>


            amount of the rent first reserved by this lease but including the
            provisions for rent review at five-yearly intervals) contained in
            this lease and on the assumption if not a fact that the said
            provisions have been fully complied with and on the further
            assumptions that:-

            (a)   the Permitted Use and the Premises comply with Planning Law
                  and every other Enactment free from any onerous condition
                  restriction and limitation and that the lessee may lawfully
                  implement and carry on the Permitted Use

            (b)   no work has been carried out to the Premises which has
                  diminished their rental value

            (c)   in case the Building or any part of it has been destroyed or
                  damaged it has been fully restored

            (d)   the Premises have been fitted out to no less standard than
                  that set out in the Reinstatement Specification

            but disregarding any effect on rent of:-

            (i)   the fact that the Tenant or any underlessee or other
                  permitted occupier or their respective predecessors in title
                  has been or is in occupation of the Premises

            (ii)  any goodwill attached to the Premises by the carrying on in
                  them of the business of the Tenant or any underlessee or
                  their respective predecessors in title or other permitted
                  occupier

            (iii) (without prejudice to paragraphs 1(2)(b) and 1(2)(c) of this
                  schedule) any works carried out to the Premises during the
                  Term by the Tenant or any permitted underlessee in either
                  case at its own expense in pursuance of a licence granted by
                  the Landlord where required and otherwise than in pursuance
                  of any obligation to the Landlord

            (iv)  the works carried out to the Premises by the Tenant or
                  carried out by the Landlord at the expense of the Tenant
                  pursuant to the Agreement for Initial Alterations

      (3)   "Review Surveyor" means an independent chartered surveyor
            appointed pursuant to paragraph 3(1) of this schedule and if to be
            nominated by or on behalf of the President for the time being of
            the Royal Institution of Chartered Surveyors the said President to
            be requested to nominate an independent chartered surveyor having
            not less than ten years practice in the City of London next before
            the date of his appointment and recent substantial experience in
            the letting and valuation of office premises of a similar
            character and quality to those of the Premises and who is a
            partner or director of a leading firm or company of surveyors
            having specialist market and valuation knowledge of such premises

2.    The yearly rent first reserved and payable from each Review Date until
      the next following Review Date or (in the case of the period commencing
      on the last Review Date during the Term) until the expiry of the Term
      shall be the higher of:-



                                                                           39
<PAGE>


      (1)   the Current Rent (ignoring for this purpose any rent cesser
            pursuant to clause 7(5)) and

      (2)   the Review Rent

3.    If the Landlord and the Tenant shall not have agreed the Review Rent by
      the date three months before the relevant Review Date it shall (without
      prejudice to the ability of the Landlord and the Tenant to agree it at
      any time) be assessed as follows:-

      (1)   the Review Surveyor shall (in the case of agreement about his
            appointment) be forthwith appointed by the Landlord or the Tenant
            to assess the Review Rent or (in the absence of agreement at any
            time about his appointment) be nominated to assess the Review Rent
            by or on behalf of the President for the time being of The Royal
            Institution of Chartered Surveyors on the application of the
            Landlord or the Tenant

      (2)   Unless the Landlord and the Tenant agree that the Review Surveyor
            shall act as an expert (which after the appointment has been made
            they may not do save with the consent also of the Review Surveyor)
            he shall act as an arbitrator and the arbitration shall be
            conducted in accordance with the Arbitration Acts 1950 and 1979

      (3)   If the Review Surveyor is appointed as an expert he shall be
            required to give notice to the Landlord and the Tenant inviting
            each of them to submit to him within such time limits as he shall
            stipulate a proposal for the Review Rent supported (if so desired
            by the Landlord or the Tenant) by any or all of:-

            (i)   a statement of reasons

            (ii)  a professional rental valuation and (separately and later)

            (iii) submissions in respect of each other's statement of reasons
                  and valuation

            but he shall not be bound thereby and shall make the determination
            in accordance with his own judgment (including any determination
            concerning any party's liability for the costs of the reference to
            him) save in respect of points of law

      (4)   If the Review Surveyor whether appointed as arbitrator or expert
            refuses to act or is or becomes incapable of acting or dies the
            Landlord or the Tenant may apply to the President for the further
            appointment of another Review Surveyor

4     If the Review Rent has not been agreed or assessed by the relevant
      Review Date the Tenant shall:-

      (1)   continue to pay the Current Rent on account and

      (2)   pay the Landlord within seven days after the agreement or
            assessment of the Review Rent the amount (if any) by which the
            Review Rent for the period commencing on the relevant Review Date
            and ending on the quarter day following the date of payment
            exceeds the Current Rent paid on account for the same period plus
            interest at three per cent below the Interest Rate for each
            installment of rent due on and after the relevant Review Date on
            the difference between what would have been paid on that rent day
            had the Review Rent been



                                                                           40

<PAGE>


            fixed and the amount paid on account (the interest being payable
            from the date on which the installment was due up to the date of
            payment of the shortfall)

5.    If any Enactment restricts the right to review rent or to recover an
      increase in rent otherwise payable then when the restriction is released
      the Landlord may at any time within six months after the date of release
      give to the Tenant not less than one month's notice requiring an
      additional rent review as at the next following quarter day which shall
      for the purposes of this lease be a Review Date

                                  SCHEDULE 5

                             (THE SERVICE CHARGE)

I. In this schedule:

      "ACCOUNTING PERIOD" means the period from and including 1st January to
      and including 31 St December in any year or such other period of twelve
      months as the Management Company shall reasonably determine from time to
      time

      "EXPERT" means a chartered surveyor experienced in the administration
      and apportionment of service charges for buildings similar to the
      Building as agreed upon by the Management Company and the Tenant or on
      failure to agree appointed at the request of either party by the
      President Provided that where an Expert has previously been agreed or
      appointed in relation to any matter in connection with the Service Cost
      or the allocation of the Service Cost between the tenants of the
      Building (whether or not pursuant to the terms of this Underlease) the
      Management Company or the Tenant shall be entitled if reasonable to
      require that the same Expert be appointed

      "INTERIM SUM" means a fair and reasonable yearly sum assessed by the
      Management Company acting reasonably on account of the Service Charge
      for each Accounting Period being a fair and reasonable estimate of the
      Service Charge payable by the Tenant in respect of that Accounting
      Period

      "RESERVE" means the total of the amounts received by the Management
      Company in respect of the matters referred to in paragraph 2(B) of this
      schedule

      "SERVICE CHARGE" means the proportion or proportions of the Service Cost
      attributable to the Premises determined in accordance with the
      provisions of this schedule payable from the date hereof

      "SERVICE CHARGE CERTIFICATE" means a certificate showing the Service
      Cost and Service Charge for each Accounting Period served pursuant to
      paragraph S of this schedule and prepared by the Management Company's
      surveyor or auditor

      "SERVICE COST" means the total sum calculated in accordance with
      paragraph 2 of this schedule

2. The Service Cost shall be the total of:-

      (A)   the reasonable cost properly incurred by the Management Company in
            any Accounting Period in carrying out or procuring the carrying
            out of the Services and providing each item of the Services
            including (without prejudice to the generality of the foregoing)
            the costs and expenses set out in Part 11 of schedule 6 (insofar
            as the same are reasonable and properly incurred) and any other



                                                                           41
<PAGE>


            reasonable costs and expenses properly incurred by the Management
            Company or with the Management Company's authority in connection
            with the Services but excluding for the avoidance of doubt

            (i)   any costs attributable to the provision of any of the
                  Services outside Normal Business Hours at the specific
                  request of the Tenant (which shall be charged direct to the
                  Tenant) or of any other tenant or tenants of the Building
                  and

            (ii)  any Value Added Tax which the Management Company may incur
                  of and incidental to the provision of the Services and which
                  is recoverable as input tax by the Management Company

            (iii) any cost or expense incurred in making good any damage
                  caused by any of the insured Risks

      (B)   an amount (to be revised annually by the Management Company at its
            reasonable discretion) to be charged in any Accounting Period as a
            contribution to the establishment and maintenance of a reserve
            towards the estimated cost to the Management Company of the
            provision of the Services such amount to be ascertained on the
            assumption (inter alia) that the cost of replacement of items of
            plant machinery equipment and other capital items is calculated on
            such life expectancy of the said items as the Management Company
            may from time to time reasonably determine to the intent that a
            fund be accumulated sufficient to cover the cost of replacement of
            the said items by the end of their anticipated life

      PROVIDED THAT nothing herein contained shall oblige the Management
      Company to maintain the Reserve or a reserve sufficient to cover the
      whole of the cost of replacement of any plant machinery equipment or
      other capital items and provided further that any expenditure on any
      items in respect of which any sums shall have been included in the
      Reserve during an Accounting Year shall at the Management Company's
      reasonable discretion as to the amount thereof if any be met out of the
      Reserve AND PROVIDED THAT in respect of any costs or expenses not
      incurred exclusively in connection with the provision or carrying out of
      the Services a fair proportion only of such costs and expenses shall be
      included in the Service Cost

3.    (A)   The Service Charge payable by the Tenant for any Accounting Period
            shall be a fair proportion of the Service Cost attributable to the
            Premises from time to time as properly determined by the 
            Management Company (and so in proportion for any Accounting Period
            not falling wholly within the Term the Service Cost in any such 
            case being deemed to accrue on a day to day basis for the purpose 
            of apportionment)

      (B)   If at any time and from time to time during the Term the method or
            basis of calculating or ascertaining the cost of any item of the
            Services shall alter or the basis of calculating or ascertaining
            the Service Cost in relation to any item of the Services shall
            change and as a result it is reasonable that there be an
            alteration or variation of the calculation of the Service Charge
            in order to achieve a fairer and better apportionment of the
            Service Cost amongst the tenants of the Building then and in every
            such case the Management Company shall vary and amend the Service
            Charge and make appropriate adjustments thereto provided always
            that in the event of any dispute between the Management Company
            and the Tenant and the other tenants of the Building or any of
            them the same shall be referred to the


                                                                           42


<PAGE>


            Expert for determination (the Expert to act as an expert and not
            as an arbitrator) whose decision shall save in the case of
            manifest error be binding on the parties (including his decisions
            as to the responsibility for his costs)

      (C)   The fair proportion to be determined by the Management Company in
            paragraph 3(A) above shall be determined on the basis that all
            accommodation within the Building let or occupied or designed
            contracted or adapted for letting or occupation (other than
            management accommodation) is fully let on terms which include
            service charge provisions consistent with the service charge
            provisions contained in this lease (save where otherwise specified
            herein) and such proportion shall not be increased or altered by
            reason of the fact that at any time any part of such accommodation
            may be vacant or that any tenant or other occupier of any other
            part of the Building may default in payment of its due proportion
            of the Service Cost

4.    (A)   The Tenant shall pay to the Management Company the Interim Sum
            without deduction by equal quarterly instalments in advance on the 
            usual quarter days unless the Management Company shall reasonably 
            anticipate that amounts to be incurred during the year immediately 
            next following are anticipated as being incurred in accordance with
            a programme of non equal expenditure in which event the Management 
            Company shall serve notice to such effect upon the Tenant and shall
            thereupon be entitled to require amounts of the Interim Sum to be 
            paid by advance quarterly instalments of unequal amounts reasonably 
            stipulated by the Management Company

      (B)   The Management Company shall be entitled to require as part of the
            Interim Sum payments in advance on account of the cost of the
            consumption of and supply charges in respect of electricity
            consumed within the Premises (save for any amounts which are
            invoiced directly by London Electricity plc to the Tenant) such
            sums not to exceed a fair and proper estimate of amounts
            reasonably anticipated by the Management Company as falling due
            within the next quarter

      (C)   If the Tenant consistently requests the provision of any of the
            Services outside Normal Business Hours the Management Company
            shall be entitled in addition to require the Tenant to pay along
            with payments of the Interim Sum a fair and proper estimate of
            amounts likely to be payable by the Tenant in the next quarter on
            account of such Services in accordance with the terms of this
            lease

      (D)   The Interim Sum for the Accounting Period ending 31st December
            1996 shall be pounds sterling 74,000

      (E)   Either before or as soon as practicable after the commencement of
            every Accounting Period the Management Company shall serve or
            cause to be served on the Tenant written notice of the Interim Sum
            for the relevant Accounting Period Provided that without prejudice
            to the provisions of paragraphs 6 and 7 of this schedule if the
            written notice aforesaid shall be served after the first occurring
            quarter day in the relevant Accounting Period the Tenant shall
            until service of the written notice aforesaid make payments on
            account of the Interim Sum for the relevant Accounting Period on
            the days and in the manner provided by sub-paragraph (A) of this
            paragraph of this schedule at an annual rate equal to the Interim
            Sum for the immediately preceding Accounting Period




                                                                           43
<PAGE>


5.    (A)   As soon as practicable after the expiry of every Accounting Period
            (and in any event within 4 months after such expiry) the Management
            Company shall serve or cause to be served a Service Charge 
            Certificate on the Tenant for the relevant Accounting Period

      (B)   A Service Charge Certificate shall contain a summary of the
            Service Cost in respect of the Accounting Period to which it
            relates and the relevant calculations showing the Service Charge

      (C)   The Tenant may request further details of the breakdown of the
            expenditure under any particular item or items shown in a Service
            Charge Certificate by giving notice thereof in writing to the
            Management Company within three months of the date of service on
            the Tenant of the relevant Service Charge Certificate and upon
            receipt of such a notice the Management Company shall furnish to
            the Tenant all such relevant details in its possession or control
            or which can reasonably be obtained by it as relate to the
            expenditure under the item or items in question at the cost of the
            Tenant (include all books of account receipts demands and
            invoices) PROVIDED ALWAYS that notwithstanding the giving of any
            such notice the Tenant shall nevertheless pay all Interim Sums and
            Service Charges as and when they fall due or as may be underpaid
            from time to time (but without prejudice to any challenge claim or
            dispute that the Tenant may have made or may make in the future in
            respect of its Service Charge liability or otherwise)

6.    Within fourteen days after the service on the Tenant of a Service Charge
      Certificate showing that the Service Charge for any Accounting Period
      exceeds the Interim Sum for that Accounting Period the Tenant shall
      (without prejudice to any challenge claim or dispute as aforesaid) pay
      to the Management Company or as it shall direct a sum equal to the
      amount by which the Service Charge exceeds the Interim Sum provided that
      and the Tenant hereby acknowledges that if there shall be any such
      excess in respect of the Accounting Period the amount of such excess
      shall be a debt due from the Tenant to the Management Company and in the
      event that such excess is not received in cleared funds by the
      Management Company within 14 days of the due date for payment it shall
      attract interest at the Interest Rate calculated for the period
      commencing on the due dates for payment and ending on the date the sum
      is subsequently received by the Management Company notwithstanding that
      the Term may have expired or been determined before the service by or on
      behalf of the Management Company of the relevant Service Charge
      Certificate

7.    If in any Accounting Period the Service Charge is less than the Interim
      Sum for that Accounting Period a sum equal to the amount which the
      Interim Sum exceeds the Service Charge shall be accumulated by the
      Management Company and shall be applied in or towards the Service Charge
      for the next following Accounting Period or Accounting Periods or at or
      after the end of the Term repaid to the Tenant within 14 days after
      preparation of the Service Charge Certificate and the event that the
      excess is not received by the Tenant on the due date for payment it
      shall attract interest at the Interest Rate for the period commencing as
      the due date for payment and ending on the date that the sum due is
      received in cleared funds by the Tenant

8.    Unless challenged by the Tenant pursuant to the provisions of paragraph
      9 of this schedule every notice certificate calculation determination or
      assessment made by or on behalf of the Management Company referred to in
      this schedule shall (save where a manifest error appears) be conclusive
      and binding upon the parties hereto



                                                                           44

<PAGE>


9.    The Tenant (acting reasonably) may at any time within six months after
      the submission of a Service Charge Certificate challenge it on any
      reasonable ground (including without limitation on the ground that the
      Service Charge therein stated exceeds the Service Charge which should
      have been payable had the provisions of this lease been properly adhered
      to) Provided that the Tenant gives notice with full particulars of its
      ground of alleged challenge and in any such case:

      (A)   any sum due to or payable by the Management Company pursuant to
            paragraphs 6 and 7 above shall still be paid or allowed pending
            resolution of the Tenant's challenge as if the Service Charge
            Certificate were correct

      (B)   the Management Company and the Tenant shall endeavour to resolve
            the relevant issue but if they cannot do so the issue in dispute
            shall be referred to the Expert (acting as an expert and not an
            arbitrator) whose decision shall save in the case of manifest
            error be binding on the parties (including his decision as to the
            responsibility for his costs)

      (C)   such adjustments to the Service Charge Certificate as may be
            required to be made in consequence of the resolution of the
            dispute shall be paid as soon as reasonably practicable after
            such resolution and any sum due to or payable by the Management
            Company shall then be paid or allowed (as the case may be)
            immediately together with interest at three per cent below the
            Interest Rate on such sum during the period which it has been
            underpaid or overpaid

10.   All sums obtained from the Tenant and any other tenants or occupiers of
      the Building towards the Service Cost and sums collected in respect of
      the Reserve shall each be placed in separate interest bearing designated
      deposit accounts to be applied only towards the cost of providing the
      Services and all interest accrued on such deposit account shall be
      credited (net of tax) to the account

11.   The Management Company will account to the Landlord as soon as
      practicable following expiry of each Accounting Period for that part of
      the Service Charge which relates to costs directly incurred by the
      Landlord and not by the Management Company including (but not limited
      to) the costs referred to in paragraphs 5 7 8 9 and 12 of Part II of
      schedule 6

12.   If in the Management Company's reasonable discretion any of the Services
      have to be provided to a greater extent (or the cost of provision of
      such Services is greater) than would normally apply in the context of
      the general management of the Building in accordance with this lease as
      a result either:-

      (a)   of a specific request by the Tenant (with or without other tenants
            or occupiers of accommodation in the Building); or

      (b)   where such provision is required in the interests of good estate
            management as a result of any acts or omissions of the Tenant in
            relation to its use and occupation of the Premises

      then the Management Company shall be entitled to require the Tenant to
      meet the cost of such provision (or a fair proportion thereof determined
      by the Management Company) within 10 working days following a demand by
      the Management Company



                                                                           45

<PAGE>


                                  SCHEDULE 6

                                  (SERVICES)

                                    PART I

1.    Inspecting maintaining repairing amending altering and (where consistent
      with an obligation to repair) rebuilding and renewing and where
      appropriate treating washing down painting and decorating all load
      bearing and other structural parts of the Building and the relevant
      parts of it described in paragraphs (ii) and (iii) of schedule 1

2     Inspecting servicing maintaining operating and repairing and (where
      consistent with an obligation to repair) renewing amending overhauling
      and replacing the Landlord's Services Equipment and all other apparatus
      plant machinery and equipment within the Building (if any) from time to
      time excluding any "stand alone" systems installed by the Tenant or any
      other tenant or occupier of the Building

3.    Inspecting servicing maintaining operating repairing cleansing emptying
      amending altering and renewing overhauling and replacing all Service
      Media

4.    Keeping the Common Parts and the car park within the Building properly
      cleansed decorated treated maintained and lit to such standard as the
      Management Company may from time to time consider adequate but the
      Common Parts and the car park shall be operational 24 hours a day 7 days
      a week

5.    Providing such mechanical ventilation heating and (if deemed reasonably
      desirable by the Management Company) cooling for such parts of the
      Building and for such hours and times of the year (subject to clause 6)
      as the Management Company shall in its discretion reasonably determine
      save that such mechanical ventilation heating and cooling for the lifts
      lobby and entrance halls and toilets shall be provided throughout Normal
      Business Hours and at the request of the Tenant outside those hours
      subject to the Outside Normal Business Hours Charge

6.    Providing and maintaining at the Management Company's discretion any
      furniture architectural or ornamental features or murals and any
      horticultural displays plants shrubs trees or garden area in the Common
      Parts and maintaining the same

7.    Supplying whether by purchase or hire and maintaining (and where
      consistent with an obligation to repair) renewing replacing repairing
      servicing and keeping in good and serviceable order and condition all
      fixtures and receptacles appliances materials equipment plant and other
      things which the Management Company may reasonably deem desirable or
      necessary for the maintenance appearance upkeep or cleanliness of the
      Building or any part of it or otherwise in connection with the provision
      of the Services

8.    Cleaning as frequently as the Management Company shall in its reasonable
      discretion consider adequate the exterior and interior of all window
      glazing and window frames and other fenestration units in the Common
      Parts and the outside of the window glazing referred to in paragraph
      (iii) of schedule 1 and the maintenance cleansing repair inspection and
      (where necessary) renewal or replacement of all window cleaning) cradles
      carriageways and runways

9.    Providing a security service 24 hours a day to the Common Parts
      (including the ground floor entrance hall at times when receptionists
      are not present) and the car park within the Building including where
      reasonably appropriate in the Management Company's


                                                                           46

<PAGE>


      judgment closed circuit television and/or other plant and equipment for
      the purpose of surveillance and supervision of users of the Building

10.   Disposing of refuse from the Building (including collecting and
      compacting or otherwise treating or packaging as the Management Company
      reasonably thinks fit such refuse and if necessary pest control) and
      (and where consistent with an obligation to repair) the provision repair
      maintenance and renewal of any plant and equipment in connection
      therewith

11.   Maintaining 24 hours a day 7 days a week an adequate supply of hot and
      cold water and supplying washing and toilet requisites in the lavatory
      accommodation in the Building

12.   Such rodent or other pest control in the Building as the Management
      Company shall reasonably consider necessary or desirable

13.   Providing one or more receptionists and/or security in the ground floor
      entrance hall of the Building 24 hours a day 7 days a week

14.   Providing and maintaining a signboard in the entrance lobby of the
      building for the display of tenants' names

15.   Controlling so far as practicable 24 hours a day 7 days a week traffic
      flow within the car park in the Building and traffic 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

16.   Providing and maintaining a post room facility for the reception of mail
      to the Building

17.   Complying with the obligations on the part of the tenant contained in
      the Head Lease save for the payment of rent

18.   Complying with the obligations set out in clause 6

19.   Any other services relating to the Building or any part of it provided
      by the Management Company from time to time which shall be:-

      (1)    reasonably capable of being enjoyed by the occupier of the
             Premises or

      (2)    reasonably calculated to be for the benefit of the Tenant and
             other tenants of the Building or

      (3)    appropriate for the maintenance upkeep or cleanliness of the
             Building or

      (4)    otherwise in keeping with the principles of good estate management

      PROVIDED ALWAYS that

      (i)     Where in this schedule there are references to matters or things
              which are then stated to include certain particular matters or
              things which are not also stated to be without prejudice to the
              generality of the wording preceding it nevertheless the
              reference to the particular matters or things shall be deemed to
              be and in each case shall be without prejudice to the generality
              of the wording preceding it

      (ii)    The Management Company shall subject to clause 6 when reasonable
              have the right to cease or to procure the cessation of the
              provision of or add to or procure


                                                                           47

<PAGE>


             the addition to any item of Services matter or thing specified in
             this schedule if the Management Company shall having regard to
             the principles of good estate management reasonably deem it
             desirable or expedient so to do but before so doing the
             Management Company shall notify all the tenants in the Building
             but in the event of any failure of any of the Services shall use
             all reasonable endeavours to restore the said Service

      (iv)   The Management Company or the managing agents may temporarily
             withdraw any item of Services matter or thing specified in this
             schedule if in their reasonable opinion such withdrawal is in the
             interest of good estate management or if such withdrawal is due
             to circumstances beyond the control of the Management Company

                                       PART II

1.    All fees and disbursements of any individual or firm or company
      employed or retained by or on behalf of the Management Company or its
      agents (including without limitation managing agents fees) for or in
      connection with:-

      (1)    any surveying or accounting functions for the Building and

      (2)    the performance of the Services or any of them and any other
             duties in or about the Building or any part of it relating to the
             general management administration security maintenance protection
             and cleanliness of the Building

2.    The reasonable fees of the Management Company for any of the Services or
      for the functions and duties referred to in paragraph 1 of this Part of
      this schedule which shall be undertaken by the Management Company and
      not by a third party

3.    The cost (in addition to any fees referred to in paragraph 2 and where
      the context permits paragraph 1 of this Part of this schedule) of
      employing (whether by the Management Company or any managing agents or
      any other individual or firm or company) such staff as the Management
      Company may in its reasonable discretion consider appropriate for the
      performance of the Services and the functions and duties referred to in
      paragraph 1 of this Part of this schedule and all other incidental
      expenditure in relation to such employment including without prejudice
      to the generality of the foregoing:-

      (1)    salaries wages pensions and pension contributions benefits in
             kind and other emoluments and National Insurance and other
             statutory contributions or levies

      (2)    the provision of uniforms and working clothing

      (3)    the provision of vehicles tools appliances cleaning and other
             material fixtures fittings and other equipment for the proper
             performance of their duties and a store for housing the same and

      (4)    a reasonable notional rent for any premises reasonably provided
             rent free for every such person's use occupancy or residence

4.    The cost of entering into any contracts for the carrying out of all or
      any of the Services

5.    All rates taxes assessments duties charges impositions and outgoings
      which are now or during the Term shall be charged assessed or imposed on:-

      (1)    the whole of the Common Parts or any part of them



                                                                           48

<PAGE>


      (2)    any residential accommodation provided for caretakers and other
             staff employed in connection with the Building and any other
             premises provided as referred to in paragraph 3(4) of this Part
             of this schedule

      excluding any tax (other than VAT) payable by the Landlord as a direct
      result of any actual or implied dealing with the reversion of any Lease
      or of the Landlord's receipt of income

6.    The cost of the supply of water electricity gas oil and other fuel for
      the provision of the Services and the cost of any electricity generating
      transforming monitoring metering and distribution plant machinery and
      equipment in or servicing the Building

7.    The cost which the Landlord may be called upon pursuant to any Enactment
      to pay as a contribution towards the expense of making repairing
      maintaining rebuilding and cleansing any ways roads pavements or
      structures Service Media or anything which may belong to or be used for
      the Building or any part of it exclusively or in common with other
      neighbouring or adjoining premises

8.    The cost; of taking all steps deemed desirable or expedient by the
      Landlord and/or the Management Company for complying with or making
      representations against or otherwise contesting the incidence of the
      provisions of any Enactment relating to or alleged to relate to the
      Building or any part or it for which any tenant is not directly and
      exclusively liable

9.    The cost to the Landlord and/or the Management Company of abating
      any nuisance in respect of the Building or any part of it insofar as
      the same is not the liability of any tenant

10.   Any interest and fees incurred in respect of money borrowed in
      unforeseen or emergency circumstances to finance the provision of the
      Services and the costs referred to in this Part of this schedule or
      any of them

11.   Any VAT (or any tax of a similar nature which may be substituted for or
      levied in addition to it) incurred by the Management Company on any
      other amount comprised in the Service Cost save to the extent that the
      Management Company obtains credit for such VAT incurred by the
      Management Company pursuant to sections 24 25 and 26 Value Added Tax Act
      1994 or any regulations made thereunder

12.   A reasonable notional rent for any management accommodation provided
      within the Building to facilitate the provision of the Services

13.   All other reasonable actual costs properly incurred in connection with
      the provision of the Services

                                     SCHEDULE 7

                        (MATTERS TO WHICH THE DEMISE IS SUBJECT)

1.    The entries on the registers of Title Number NGL272172 as at the date
      hereof

2.    Agreement dated 24th November 1995 between The Prudential Assurance
      Company Limited (1) 99 Bishopsgate Limited (2) The Scottish Amicable
      Life Assurance Society (3)



                                                                           49

<PAGE>


                                     SCHEDULE 8

                            PROVISIONS FOR VAT INDEMNITY

                                       PART I

1.    Additional Definitions:

      "TAX CREDIT" means a credit in respect of, or repayment of; input VAT,
      arising by virtue of and determined in accordance with sections 24, 25
      and 26 Value Added Tax Act 1994 and regulation made thereunder

      "TENANT'S AUDITORS" means the auditors for the time being of. the Tenant
      provided that they are one of the following firms of accountants -
      Deloitte Touche, Coopers and Lybrand, Ernst & Young, KPMG, Price
      Waterhouse or Arthur Andersen - or such other reputable firm or
      accountants as the Landlord has previously approved for the purpose of
      this schedule 8 (such approval not to be unreasonably withheld or
      delayed).

      "VAT ELECTION" means an election under paragraph 2 of Schedule 10 Value
      Added Tax Act 1294 made by the Landlord or any person of whom the
      Landlord is a "Relevant Associate" within the meaning of paragraph 3(7)
      of Schedule 10 or any other election or voluntary act by the Landlord or
      any person connected with the Landlord (as determined under the
      provisions of Section 839 of the Income and Corporation Taxes Act 1988)
      which results in VAT being payable on the rent first reserved by this
      lease

      "VAT YEAR" means a tax year for Value Added Tax purposes determined in
      accordance with Part XIV of the Value Added Tax Regulations 1995.

      "VAT YEAR CERTIFICATE" means the certificate to be provided by the
      Tenant following the end of the Tenant's VAT Year in the form set out in
      Part II of this Schedule.

2.    Pavment of VAT - no VAT Election

      In the event that the rent first reserved (or any part thereof)
      constitutes consideration for a taxable supply for VAT purposes which
      would be a taxable supply whether or not a VAT Election has effect in
      respect of the Premises, the Tenant shall pay such VAT in addition to
      the rent first reserved without any adjustment of rent first reserved
      under this schedule.

3.    Adjustment of rent first reserved and payment of VAT - VAT Election made

      If and for all periods where the rent first reserved (or any part
      thereof) constitutes consideration for a taxable supply for VAT purposes
      which would not be a taxable supply but for a VAT Election having effect
      in respect of the Premises, the rent first reserved shall be adjusted to
      such amount as when aggregated with that part of the VAT chargeable
      thereon in respect of which the Tenant does not obtain a Tax Credit,
      equals the rent first reserved which would have been paid had no VAT
      Election been made.

4.    Determination of adjustment of rent first reserved

4.1   At least 28 days prior to (a) 29th September 1998 and (b) every
      subsequent anniversary thereof the Tenant shall serve a VAT Year
      Certificate on the Landlord. Where the Tenant has served such VAT Year
      Certificate (or is deemed to have done so pursuant to paragraph 4.2 of
      this Part I below), the Tenant shall pay the amounts (including the VAT)
      stipulated (or deemed to be stipulated) in paragraph 3 of such VAT Year
      Certificate on


                                                                           50

<PAGE>


      the due date for payment of the next installment of the rent first
      reserved (and on the due date for subsequent instalments), subject
      however to paragraph 4.3 of this Part I below.

4.2   If the Tenant fails to serve a VAT Year Certificate at least 28 days
      prior to the due date for payment of the sum in respect of which
      paragraph 3 above will apply, the Tenant shall be deemed to have served
      a VAT Year Certificate specifying in paragraph 1 thereof the same
      estimated proportion as stated in the previous VAT Year Certificate
      served, or if no previous VAT Year Certificate has been served by the
      Tenant at any time prior to the due date for any VAT Year Certificate an
      estimated proportion of nil per cent. If the Tenant fails to serve a VAT
      Year Certificate on more than one consecutive occasion the Tenant shall
      be deemed, on the second failure and any subsequent failure, until
      service of the next VAT Year Certificate, to have served a VAT Year
      Certificate specifying in paragraph 1 thereof an estimated proportion of
      nil per cent.

4.3   The VAT Year Certificate shall be final and binding unless the Landlord
      notifies the Tenant within 30 days after the date on which a VAT Year
      Certificate has been served that it disputes the VAT Year Certificate on
      the grounds of manifest error. Unless such notification is given, no
      further adjustments (other than those covered by the VAT Year
      Certificate) shall be made in respect of any instalments of rent first
      reserved in the VAT Year covered by the aforementioned VAT Year
      Certificate. Whether or not the Landlord notifies the Tenant that it
      disputes any amount, the Tenant shall pay on the due date for payment of
      the next installment of rent first reserved immediately following the
      service of the VAT Year Certificate to which the dispute relates, the
      amount stipulated in paragraph 3 of the VAT Year Certificate.

4.4   If the Review Rent is not agreed or determined until after a relevant
      Review Date, the amount of any increase to be paid pursuant to paragraph
      2 of schedule 4 of this lease shall (if paragraph 3 above applies at
      that time) be adjusted on the basis of the last VAT Year Certificate.
      The adjustment amount shall be paid at the time when the amount of any
      unadjusted increase would have been due to be paid and the provisions of
      this schedule shall apply as if the amount of the increase were an
      amount to which paragraph 3 of Part I of this schedule 8 applied.

4.5   The Landlord may notify the Tenant in writing at any time within five
      days of the service of any VAT Year Certificate (or within five days of
      the last date on which the Tenant should have served a VAT Year
      Certificate and is therefore deemed to have served one) that it requires
      the Tenant to obtain a certificate from the Tenant's Auditors at the
      Tenant's cost (if adjustments are required following such process) or at
      the Landlord's cost (if no such adjustments are required) in the form
      set out in the VAT Year Certificate. The Tenant's Auditor's certificate
      shall be provided at least eight days prior to the date of payment of
      the rent first reserved to which such certificate relates, together with
      the Tenant's revised VAT Year Certificate (if required in order for the
      Tenant's Auditors to be able to provide a certificate). The Tenant shall
      pay in accordance with paragraph 4.1 above the amount stipulated in
      accordance with paragraph 3 of such VAT Year Certificate (as revised, if
      required) on the date for payment of the rent first reserved.

4.6   If adjustments are required pursuant to any VAT Year Certificate as a
      result of the proportion of VAT for which the Tenant has obtained or
      will obtain a Tax Credit differing from the proportion previously taken
      into account in calculation any payment, any such difference shall be
      taken into account (after having determined the amount of rent first
      reserved payable in respect of the next quarter in accordance with
      paragraph 3 above) in calculating the next actual payment of rent first
      reserved (either by increase or




                                                                           51

<PAGE>


      decrease), the amount of which shall be set out in paragraph 3 of the
      VAT Year Certificate

4.7   Interest shall be payable at three per cent below the Interest Rate by
      the Landlord and three per cent below the Interest Rate by the Tenant on
      the difference between the amount actually paid pursuant to the relevant
      VAT Year Certificate on the due date for payment of any sum to which
      paragraph 3 of Part I of this schedule 8 applies and the amount which
      should have been paid, from such due date until the date of payment of
      the adjusted amount pursuant to paragraph 4.3. Where the actual amount
      paid (the "Initial Payment") on the due date for payment of any sum was
      subsequently adjusted on payment of any later installment of the rent
      first reserved ("the Adjusted Payment") in accordance with paragraph 4.6
      of Part I of this Schedule 8 and paragraph 3(b) of the VAT Year
      Certificate, the interest shall be calculated on the basis of the
      difference between the Initial Payment and the amount which should have
      been paid pursuant to paragraph 4.1 until the date of the Adjustment
      Payment, and then on the difference between the Adjustment Payment and
      the amount which should have been paid until payment of that amount
      pursuant to paragraphs 4.3.

4.8   Following any assignment of the whole of the Premises, the provisions
      of this schedule 8 shall apply to any new Tenant as if it were the first
      Tenant, and a VAT Notice served by the new Tenant shall not take into
      account any adjustments made, or to be made, in respect of any previous
      Tenant.

5.    Miscellaneous

      The Tenant shall be at liberty to carry on the ordinary course of its
      trade as it wishes and shall not be precluded from proposing or
      accepting a method of attribution designed or maximise its Tax Credit
      and covenants not to enter any arrangement which has the specific
      purpose of increasing the amount by which the rent first reserved is
      decreased by virtue of this schedule 8.



                                                                           52

<PAGE>

                              PART II

                         VAT YEAR CERTIFICATE


To:   The Landlord                              From:  The Tenant

We refer to paragraph 4.3 of Part I of schedule 8 to the Lease dated [        ]
made between 99 Bishopsgate Limited (1) 99 Bishopsgate Management Limited (2)
Hammerson U.K. Properties plc (3) Donaldson Lufkin & Jenrette International
Limited (4) and Donaldson Lufkin & Jenrette Inc. (5) in respect of premises
on [  ] floor of the building known as 99 Bishopsgate London EC2 and pursuant
to that paragraph:

1.    Our VAT Year which included the following quarter days [       ], ended
      on [        ], ended on [             ].

     (a) The part of the VAT charged on the rent first reserved paid in the 
         VAT Year for or in respect of which we estimate/have determined (in
         accordance, where relevant, with the return made, or to be made, for
         the prescribed accounting period next following the end of the VAT
         Year) we will be unable to obtain credit or repayment is a proportion
         of [   ] per cent of the total VAT charged.

     (b) The following Table sets out the part of the VAT charged which was
         expected to be irrevocable during the VAT Year where it has been 
         determined on the basis of paragraph 2(a) above that that differs
         from the amount of VAT for or in respect of which we actually obtained,
         or will be able to obtain, credit or repayment.

     Dates     Rent first reserved     Estimate     Adjustment     Determination
     -----     -------------------     --------     ----------     -------------
                                          *             **              ***

     *     estimate of proportion of VAT for or in respect of which we estimated
           we would be unable to obtain credit or repayment as set out initially
           in VAT Notice.
     **    adjusted estimate of proportion of VAT for or in respect of which we
           estimated we would be unable to obtain credit or repayment as set out
           in subsequent VAT Notice.
     ***   proportion of VAT for or in respect of which we have now estimated/
           determined we shall be unable to obtain credit or repayment, in 
           accordance with Sections 24-26 of the Value Added Tax Act 1994 and
           the Value Added Tax Regulations 1995

3.   We request that adjustment is made to the next installment of rent first
     reserved so as to ensure that the amount of rent first reserved payable
     in the VAT Year to which this VAT Year Certificate relates is as provided
     in paragraph 3 of Part I of Schedule 8 to the Lease in accordance with 
     the information given in paragraph 2 above

     and we calculate that the next installment of rent first reserved as so
     adjusted shall be pounds sterling [      ] exclusive of VAT and the VAT 
     thereon shall be pounds sterling [      ], and that the interest payable 
     by the Tenant to the Landlord/Landlord to the Tenant, in accordance with 
     paragraph 4.7 of Part I schedule 8 to the Lease shall be pounds sterling 
     [      ].

4.   We hereby declare that:





                                                                           53
<PAGE>
 
     (a)   we have complied with the covenant imposed upon us by paragraph 6.2
           of Part I of schedule 8 to the Lease;

     (b)   the information contained in this VAT Notice is to the best of our
           knowledge, information and belief complete and accurate;

     (c)   we have made all due returns to the Commissioners of Customs and
           Excise and such returns are complete and accurate in all material
           respects and have been made within the time limits provided by
           statute.

Signed by

an authorised signatory on behalf of the Tenant

The above declaration are, to the best of our knowledge and belief after due
and careful enquiry, true, accurate and complete.

Signed by


Tenant's Auditors


                                                                           54

<PAGE>


THE COMMON SEAL of 99 BISHOPSGATE                      )
LIMITED was hereunto affixed in the presence of:-      )


/s/                                             Director                [SEAL]

/s/                                             Director

THE COMMON SEAL of 99 BISHOPSGATE                      )
MANAGEMENT LIMITED was hereunto                        )
affixed in the presence of:-                           )


/s/                                             Director                [SEAL]

/s/                                             Director

THE COMMON SEAL of HAMMERSON U.K.                      )
PROPERTIES plc was hereunto affixed in the             )
presence of:-                                          )


/s/                                             Director                [SEAL]

/s/                                             Director

               



                                                                           55

<PAGE>


                                                                      
                         99 BISHOPSGATE LIMITED

                                AND

                DONALDSON LUFKIN & JENRETTE INTERNATIONAL LIMITED





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

                        PART 12TH FLOOR, 99 BISHOPSGATE
                          REINSTATEMENT SPECIFICATION
                            WHICH FORMS PART OF THE
                       UNDERLEASE DATED 11TH OCTOBER 1996

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

<PAGE>

                       99 BISHOPSGATE--PART 12TH FLOOR 
                         REINSTATEMENT SPECIFICATION 

CEILING TILES 

CAPL system 335 Tartan Grid System tiles generally 1200 x 450 mm plus 1200 x 
300 nominal, face perforated to CAPL pattern D1522 including 10mm plain 
borders. Panels finishes polyester powder paint incorporating acoustic 
insulation 45 kg/m(3), block tissue faced, Rockwool backed with an inverted 
steel tray, 'stitched' to ceiling panel. 

The ceiling support system is a fixed element from which the tartan grid, 
ceiling tiles, lighting fittings, air handling grilles, sprinklers, smoke 
detectors, pa system and plenums are hung. 

WIRING HARNESS 

A pre-formed flexible wiring system comprising:-- 

Multi conductor home-run cable 
Master distribution box 
Extender table 
Whip end extender cable by MODULAR WIRING SYSTEMS EUROPE LTD 

LIGHT FITTINGS 

TYPE A 

Moorlite ref SP300/13532/W2/SSL/HFG/2436/AH. 2 X 36 watt TB triphosphate 
flourescent colour temp 3500 (degrees) K with Cat 2 semi-specular louvre, high 
frequency control gear and air handling facilities to 41 l/s. Finished to RAL 
9010 20% gloss. 

TYPE AE 

As type A but incorporates 3 hour emergency battery invertor packs. 

TYPE A2 

Moorlite ref SP300/135655/W2/SSL/HFG/2218/AH. 2 x 18 watt TB triphosphate 
colour temp 3500 (degrees) K with semi-specular louvre to LG3 cat 2, high
frequency control gear and air handling facilities to 41 l/s. Finished to RAL
9010 20% gloss. 

TYPE B 

Moorlite ref SP300/13657/W2/SSL/HFG/2224/AH. 2 x 24 watt TCL flourescent 
colour temp 3500 (degrees) K with semi-specular louvre to LG3 cat 2 gear and
air handling facilities to 41 l/s. Finished to RAL 9010 20% gloss. 



<PAGE>

COMPUTER ADDRESSABLE LIGHTING MANAGEMENT SYSTEM 

Lighting Management System which provides independent control and monitoring 
of every luminaire, by DELMATIC type ZMC, comprising ZMC floor controllers 
and ZMC 8 way output control module. 

ACCESSORIES 

Wandsworth type gridswitch series 3 with black inserts. 

FIRE ALARM AND DETECTION SYSTEM 

An intelligent analogue programmable addressable system by ADT type IRC-3 
incorporating voice and public address comprising.-- 
 
Smoke detectors--Signature Series 4D. 
Break glass call point--SIGA--KR1/SR/6S 
Speakers--QFIT/SPECIAL/TF 

SECURITY SYSTEM 

A distributed intelligence structured wide area access control system by ADT 
type Janus comprising:-- 

Magnalocks--DRYAD DS7001 
Proximity readers--IDE/004/REA 
Passcards--IDE/001/PC 
Passive Infraced Detectors 360 (degrees)--P55048 
CCTV camera--CD/6252 
Door controller--IDC 

RAISED FLOOR 

Fully accessible raised access floor installed with an average overall depth 
of 125mm. 

Panel Type:             GCS Cornerlock 
Panel Grade:                 Medium 
Finish:             Tate GCS Standard Finish 


<PAGE>

FAN COIL UNITS 

The office floor is served by a four pipe fan coil unit air-conditioning 
system located within the suspended ceiling void. The units are as 
manufactured by Senior Moducel of the Airtech range EVU 235 series. The units 
are constructed from heavy gauge prime quality plastisol sheet steel 
incorporating a multi-spigoted, acoustically lined discharge plenum. The 
forged brass 4 part control valve, as manufactured by Johnson Controls series 
VB55, is proportionally controlled in sequence with the motor speed to 
achieve maximum efficiency. The fan motor speed controller is manufactured by 
SIEBE Ltd. model number 1262/1. The valve actuator is manufactured by Johnson 
Controls model number VA7310. 

PLENUMS 

Conditioned air from the FCU's are distributed via sheet metal ductwork to 
acoustically insulated plenum boxes as manufactured by Carrier of the 
Moduboot 35BD series. The plenum boxes are complete with fresh air collar 
where required. 

SUPPLY DIFFUSERS 

The plenum box terminates with a linear diffuser to provide uniform air 
distribution. The diffusers are manufactured by Carrier of the 35BD series 
types AG and AH one-way and two-way directional blow. One number diffuser per 
FCU is supplied complete with air sensor as manufactured by Sontay series 
TT55, the sensor is completed with 3 metres of LSF cable. These diffusers are 
constructed with an aspirator box to accommodate the sensor. 

EXTRACT AIR DIFFUSERS 

Air is extracted from the space via air handling luminaires (as specified 
under the Electrical Services) and linear extract air diffusers. The extract 
air diffusers are similar to the supply being manufactured by Carrier series 
35BD type AG, 1 way directional blow. However these diffusers do not require 
a fitted plenum box. 

VOLUME CONTROL DAMPERS 

Motorised isolation dampers are installed in the supply and extract ductwork 
main branches to achieve quadrant control, via the BMS, to the floor. Volume 
control dampers are installed to all the sub-branches to regulate the air 
volume. The dampers are manufactured by Volume Control Devises, are stainless 
steel, aerofoil multi-blade dampers. 


The isolation damper actuators are as manufactured by SIEBE Ltd model no. 
MF/6233. 

<PAGE>

FIRE DAMPERS 

Where fire dampers are installed they are of the fusible link type as 
manufactured by Volume Control Devises series FB. The dampers comprise of 
interlocking stainless aerofoil blades, stainless steel bearings and 
peripheral gasketing, totally enclosed drive mechanism and double skin 
galvanised 18 gauge spigot casing. 

SPRINKLERS 

A sprinkler system is installed throughout to comply with the requirements of 
BS 5306, Part 2 1990 and the recommendations of the Loss Prevention Council. 
The sprinkler heads as installed are flush mounted as manufactured by 
Reliable Ltd. 

VALVES 

Commissioning Valves and Isolating Valves are installed to the return and 
flow, respectively, of the Landlords and Tenants secondary CHW installation 
to the floor. They are also installed to the LTHW constant temperature system 
to the floor. The valves are as manufactured by Tour and Anderson Limited. 

Commissioning Valves are typically as follows:-- 

Up to 50mm diameter TA Fig MD41. Ametal bronze commissioning set comprising 
of MD20 double regulating valve and MDFO on fix plate. Isolation valves are 
typically as follows:-- 

Up to 50mm diameter TA Fig 64. Ametal gate valve. 65mm and above TA Fig 35 
lever operated butterfly valve. 

PERIMETER HEATING 

Perimeter heating is provided to offset heat losses to the glazing. The 
finned heating element is manufactured by HCP Ltd, installed in an 
Architectural perimeter rail provided by Permasteelisa, the cladding 
manufacturers. 

VENETIAN BLINDS 

Silver fine line aluminium blinds integral with the curtain walling system. 
Supplied by Abba srl, Italy. 

WALLS, CORE, COLUMN 

Finished in emulsion paint. 

SKIRTING 

Hardwood--American Cherry 


<PAGE>

CARPET 

Grade 3 Fusion Bonded with PVC based backing with printed overlay and inlays 
and borders as required. From Milliken standard range. 

FLOOR BOXES 

3 compartment box with interchangeable plates. Minimum layout 1 box to 10 
m(2). 

DOORS 

Veneer finish with hardwood lippings--American Cherry. 

<PAGE>

PLANS 

12th Floor General Arrangement Plan 

Reflected Ceiling Plan--12th Floor 

Raised Floor Plan--12th Floor 

Floor Coordinated HL Services Layout, SE Zone 12th Floor 

Floor Coordinated HL Services Layout, NE Zone 12th Floor 

Floor Coordinated HL Services Layout, SW Zone 12th Floor 

Floor Coordinated HL Services Layout, NW Zone 12th Floor 

Electrical Services Lighting and Small Power Layout 17th Floor 

08/10/96

<PAGE>
                           DATED 11TH OCTOBER 1996 
                            99 BISHOPSGATE LIMITED 
                                     and 
                      99 BISHOPSGATE MANAGEMENT LIMITED 
                                     and 
                        HAMMERSON U.K. PROPERTIES plc 
                                     and 
                         DONALDSON, LUFKIN & JENRETTE 
                            INTERNATIONAL LIMITED 
                                  UNDERLEASE 
                                      of 
                  Part 12th Floor 99 Bishopsgate London EC2 

                                                   HERBERT SMITH 
                                                   Exchange House 
                                                   Primrose Street 
                                                   London EC2A 2HS 
                                                   Tel: 0171-374 8000 
                                                   Fax: 0171-496 0043 
                                                   Ref: 129/P17/30433514 

<PAGE>
                              TABLE OF CONTENTS 

 CLAUSE         HEADING                               PAGE 
1.              Definitions                             1 
                Acts of Terrorism                       1 
                Building                                1 
                Common Parts                            1 
                Development                             2 
                Electricity Cost                        2 
                Enactment                               2 
                Head Lease                              2 
                Insurance Cost                          2 
                Insurance Rent                          3 
                Insured Risks                           3 
                Interest Rate                           3 
                Landlord's Services Equipment           4 
                Lettable Unit                           4 
                Normal Business Hours                   4 
                Outside Normal Business Hours Charge    4
                Permitted Use                           5 
                Planning Law                            5 
                Plans                                   5 
                Premises                                5 
                Public Authority                        5 
                Reinstatement Specification             5 
                Services                                5 
                Service Media                           5 
                Term                                    5 
                VAT                                     5 
2.              Interpretation                          6 
3.              Demise and Rents                        7 
4.              Tenant's Covenants                      8 
    (1)         Rent                                    8 
    (2)         VAT                                     8 
    (3)         Outgoings                               8 
    (4)         Compliance with Enactments              9 
    (5)         Notices                                 9 
    (6)         Repair                                  9 
    (7)         Decoration and general condition 
                 and servicing                          9 
    (8)         Refuse                                  9 
    (9)         To permit entry                         9 
    (10)        Compliance with notices relating
                 to repair or condition                10 
    (11)        Encroachments                          10 
    (12)        Alterations and reinstatement          10 
    (13)        Use                                    12 

<PAGE>

CLAUSE          HEADING                                     PAGE 
    (14)        Signs                                        12 
    (15)        Alienation                                   12 
    (16)        Payment of cost of notices consents etc.     12 
    (17)        Obstruction/overloading                      13 
    (18)        Parking/goods delivery                       13 
    (19)        Planning Law and compensation                13 
    (20)        Indemnity                                    14 
    (21)        Defective Premises                           14 
    (22)        Insurance and fire fighting equipment        14 
    (23)        Dangerous and contaminative materials        15 
    (24)        Yield up                                     15 
    (25)        Regulations and covenants                    15 
    (26)        Security and access                          16 
    (27)        Service Charge                               16 
5.              Landlord's Covenants                         16 
    (1)         Quiet Enjoyment                              16 
    (2)         Insurance                                    16 
    (3)         Head Lease                                   16 
    (4)         Electricity Provision                        17 
    (5)         Management Company access                    17 
6.              Provision of Services                        17 
7.              Provisos                                     19 
    (1)         Forefeiture and re-entry                     19 
    (2)         Letting scheme use and easements             19 
    (3)         Common Parts and Service Media               19 
    (4)         Service of notices                           19 
    (5)         Landlord's liability                         20 
    (6)         No warranty as to use                        20 
    (7)         Rateable value appeals                       20 
    (8)         No warranty as to security                   20 
    (9)         Jurisdiction                                 21 
    (10)        Exclusion of Landlord and Tenant Act 1954    21 
8.              Option to determine                          21 
9.              Landlord's Guarantor                         21 
10.             Stamp Duty Certificate                       22 
Schedule 1      The Premises                                 23 
Schedule 2      Easements and rights granted                 23 
Schedule 3      Exceptions and reservations                  24 

<PAGE>


CLAUSE          HEADING                                     PAGE 
Schedule 4      The Service Charge                           25 
Schedule 5      Services                                     30 
Schedule 6      Matters to which the demise is subject       33 


<PAGE>
                              LEASE PARTICULARS 

----------------------------------------------------------------------------
1.       DATE                                11TH OCTOBER 1996 

         THIS LEASE IS AND IS INTENDED TO BE DELIVERED ON THE DATE 
         FIRST ABOVE WRITTEN 
---------------------------------------------------------------------------- 
2.       PARTIES 

(a)      LANDLORD                     : 99 Bishopsgate Limited 

(b)      TENANT                       : Donaldson, Lufkin Jenrette 
                                        International Limited 

(c)      MANAGEMENT COMPANY           : 99 Bishopsgate Management Limited 
                                       

(d)      LANDLORD'S GUARANTOR         : Hammerson U.K. Properties plc 
---------------------------------------------------------------------------- 
3.       DEMISED PREMISES             : ALL THOSE premises on the part 12th
                                        floor of the Building shown for 
                                        identification only edged red on 
                                        Plan 1. 
---------------------------------------------------------------------------- 
4.       BUILDING                     : 99 Bishopsgate London EC2 
---------------------------------------------------------------------------- 
5.       CONTRACTUAL TERM AND         : Commencing on the date hereof and 
         TERM COMMENCEMENT              expiring on 29th September 1997  
         AND EXPIRY DATES               (subject to earlier determination)
---------------------------------------------------------------------------- 
6.       INITIAL RENT                 : Nil (subject to clause 8) 
---------------------------------------------------------------------------- 


<PAGE>

THIS UNDERLEASE made the    day of     One thousand nine hundred and ninety 
six 

BETWEEN:- 

(1) 99 BISHOPSGATE LIMITED whose registered office is at Lo Lam House Kumul 
    Highway Port Vila Vanuatu (Co. Regn. No. 10469) (registered under Section 
    21A to the Companies Act 1985 under company number FC018588 and branch 
    number BR002962) whose principal place of business is at 100 Park Lane 
    London W1Y 4AR (the "LANDLORD") 

(2) 99 BISHOPSGATE MANAGEMENT LIMITED whose registered office is at 100 Park 
    Lane London W1Y 4AR (Co. Regn. No. 3071752) (the "MANAGEMENT COMPANY") 

(3) DONALDSON, LUFKIN & JENRETTE INTERNATIONAL LIMITED whose registered 
    office is at Moorgate Hall, 155 Moorgate, London EC2M 6XB (Co. Regn. No. 
    2475089) (the "TENANT") 

(4) HAMMERSON U.K. PROPERTIES PLC whose registered office is at 100 Park Lane 
    London W1Y 4AR (Co. Regn. No. 298351) (the "LANDLORD'S GUARANTOR") 

WITNESSETH as follows:- 

1. DEFINITIONS 

   In this lease the following expressions have the respective specified 
   meanings (subject to any particular interpretation required by clause 2):- 

   (1) "ACTS OF TERRORISM" means any act or omission of any person acting on 
       behalf of or in connection with any organisation or on his own behalf 
       which carries out activities directed towards overthrowing or 
       influencing by force or violence Her Majesty's Government in the 
       United Kingdom or any other government de jure or de facto 

   (2) "BUILDING" means the land (of which the Premises form part) having a 
       frontage to the west side of Bishopsgate and a return frontage to the 
       south side of Wormwood Street and all buildings fixtures and other 
       structures whatsoever from time to time thereon and the appurtenances 
       thereof which land (together with the building now erected thereon) is 
       known as 99 Bishopsgate London EC2 and is for the purpose of 
       identification shown verged by a blue line on the Building Plan 
       together with any adjoining areas designated by the Landlord or the 
       Management Company 

   (3) "COMMON PARTS" means all parts of the Building which are from time to 
       time intended for the common use and enjoyment of the tenants and 
       occupiers of the Building and persons claiming through or under them 
       (whether or not other parties are also entitled to use and enjoy the 
       same) and reasonably designated as such by the Landlord and including 
       without prejudice to the generality of the foregoing the pedestrian 
       ways circulation areas lobby entrance halls lifts lift shafts fire 
       escapes landings staircases passages forecourts car park landscaped 
       areas plant rooms management suites and any other areas which 

                                1           
<PAGE>
       are from time to time during the Term reasonably provided by the 
       Landlord for common use by or benefit of the tenants and occupiers of 
       the Building but excluding (for the avoidance of doubt) any premises 
       intended to let to any party or for occupation by the Landlord or the 
       Management Company other than for the provision of the Services 

   (4) "DEVELOPMENT" has the meaning ascribed to that expression by Planning 
       Law 

   (5) "ELECTRICITY COST" means the actual cost to the Landlord of the 
       provision of electricity to the Premises for consumption by the Tenant 
       in accordance with its covenant contained at clause 5(4) being a fair 
       proportion as determined by the Landlord of the total cost of the 
       provision of electricity to the Building as a whole (including the 
       provision of any security for the supply of electricity to the 
       Building which may from time to time be required by the relevant 
       undertaker responsible for the supply of electricity chosen by the 
       Landlord) which proportion shall so far as practicable be calculated 
       using readings taken in such manner and at such times as the Landlord 
       shall from time to time determine of the check meters relating to the 
       Premises from time to time installed but otherwise shall be determined 
       in such manner as the Landlord shall in its discretion consider to be 
       fair and reasonable in all the circumstances 

   (6) "ENACTMENT" means every Act of Parliament directive and regulation now 
       or hereafter to be enacted or made and all subordinate legislation 
       whatsoever deriving validity therefrom 

   (7) "HEAD LEASE" means the lease under which the Landlord holds the 
       Premises dated 29th September 1975 made between The Prudential 
       Assurance Company Limited (1) and Bishopsgate Developments Limited (2) 
       and "Superior Landlord" means the person for the time being entitled 
       to the reversion immediately expectant on the term granted by the Head 
       Lease and every other person having an interest in reversion to that 
       term 

   (8) "INSURANCE COST" means in respect of any period for which the same is 
       required by the Landlord to be calculated the aggregate of the amount 
       which the Landlord may reasonably and properly expend:- 

       (a) in effecting and maintaining insurance against the occurrence of 
           the Insured Risks in relation to the Building in such sum as in 
           the Landlord's reasonable opinion represents its then full current 
           replacement cost with such allowance as the Landlord from time to 
           time considers appropriate in respect of related liabilities and 
           expenses (including without limitation liability to pay any fees 
           or charges on the submission of an application for planning 
           permission and costs which might be incurred in complying with any 
           Enactment in carrying out any replacement work and sums in respect 
           of architects' engineers' and quantity surveyors' and other 
           professional fees and incidental expenses incurred in relation to 
           any works of debris removal and of replacement and all VAT) and 

                                2           
<PAGE>
       (b) in effecting and maintaining any insurance relating to the 
           property owners' liability and the employer's liability of the 
           Landlord in relation to the Building and anything done therein and 

       (c) equivalent to the total of all reasonable excess sums (being for 
           the avoidance of doubt the first part of any insurance claim) 
           which the insurers are not liable to pay out on any insurance 
           claim in respect of the Building and which the Landlord or the 
           Management Company may have expended in replacing the damaged or 
           destroyed parts of the Building 

   (9) "INSURANCE RENT" means in respect of any period for which the same is 
       required by the Landlord to be calculated the aggregate of:- 

       (a) a fair and reasonable proportion attributable to the Premises as 
           conclusively determined by the Landlord of the Insurance Cost for 
           the relevant period 

       (b) the reasonable amount which the Landlord may expend in effecting 
           and maintaining insurance against up to six years' loss of the 
           rent secondly hereinafter reserved and Service Charge and with any 
           addition to the amount insured as the Landlord may decide in 
           respect of VAT and 

       (c) (without prejudice to all other provisions of this lease relating 
           to the use of the Premises and the vitiation of any policy of 
           insurance) any reasonable amount which the Landlord may expend in 
           paying all additional premiums and loadings on any policy or 
           policies of insurance required to be paid as a result of anything 
           done or omitted by the Tenant and 

       (d) any tax charged on any premium for any such insurance 

   (10) "INSURED RISKS" means loss damage or destruction whether total or 
        partial caused by Acts of Terrorism fire lightning explosion riot 
        civil commotion strikes labour and political disturbances and 
        malicious damage aircraft and aerial devices (other than hostile 
        aircraft and devices) and articles accidentally dropped from them 
        storm tempest flood bursting or overflowing of water tanks and pipes 
        impact earthquake and accidental damage to underground water oil and 
        gas pipes or electricity wires and cables subsidence ground slip and 
        heave and such other usual commercial risks or perils against the 
        occurrence of which the Landlord may from time to time in its 
        reasonable discretion deem it desirable to insure subject to such 
        exclusions and limitations as are from time to time commonly imposed 
        by the insurers and subject also to the exclusion of such of the 
        risks specifically hereinbefore mentioned as the Landlord may in its 
        reasonable discretion decide where insurance cover in respect of the 
        risk in question is not for the time being available in the London 
        insurance market on reasonable terms 

   (11) "INTEREST RATE" means a yearly rate three per cent above either the 
        base rate of Barclays Bank plc or such other bank (being for the time 
        being generally recognised as a clearing bank in the London market) 
        as the Landlord may from 

                                3           
<PAGE>
        time to time nominate or if the base rate cannot be ascertained then 
        above such other rate as the Landlord may reasonably specify (and so 
        that whenever there is reference in this lease to the payment of 
        interest at the Interest Rate such interest shall be calculated on a 
        daily basis and compounded with quarterly rests on the usual quarter 
        days) 

   (12) "LANDLORD'S SERVICES EQUIPMENT" means all the plant machinery and 
        equipment (with associated Service Media) within or serving the 
        Building from time to time (whether or not with the Premises or other 
        premises let or intended to be let by the Landlord) comprising or 
        used in connection with the following systems (to the extent 
        specified in the following paragraphs of this definition):- 

        (i)    the whole of the sprinkler system within the Building 
               (including sprinkler heads) 

        (ii)   the whole of the fire detection and fire alarm systems 

        (iii)  the whole of the permanent fire fighting systems (but 
               excluding portable fire extinguishers installed by the Tenant 
               or other tenants of the Building) 

        (iv)   the whole of the chilled water system 

        (v)    the whole of the building management system (including the 
               building security system) installed by the Landlord 

        (vi)   the central electrical supply system from the mains supply 
               into the Building so far as (and including) the electrical 
               riser busbars connecting to the distribution boards at each 
               level in the Building which is let or intended to be let by 
               the Landlord 

        (vii)  the whole of the air handling system and the electricity 
               supply and control systems for the same 

        (viii) the standby generators and associated cabling wiring and duct 
               work 

        but excluding in each case any "stand alone" systems installed by the 
        Tenant or any other tenant or occupier of the Building 

   (13) "LETTABLE UNIT" means any unit of accommodation forming part of the 
        Building which is intended by the Landlord at any material time to be 
        for separate occupation 

   (14) "NORMAL BUSINESS HOURS" means 7.30 a.m. to 7.30 p.m. on Mondays to 
        Fridays inclusive (except bank holidays) subject to adjustment at the 
        discretion of the Landlord from time to time. 

   (15) "OUTSIDE NORMAL BUSINESS HOURS CHARGE" means the whole of the actual 
        cost to the Management Company of carrying out or providing any of 
        the Services at the request of the Tenant outside Normal Business 
        Hours (including without prejudice to the generality of the foregoing 
        costs and expenses in the nature of those set out in Part II of 
        Schedule 5) or in the event 

                                4           
<PAGE>
        of any of the Services being carried out or provided outside Normal 
        Business Hours to the Tenant and any other tenant or tenants of the 
        Building a fair proportion thereof as reasonably determined by the 
        Landlord. 

   (16) "PERMITTED USE" means use as high class offices for any purpose 
        within Class B1(a) (but not for any other purpose within that Use 
        Class) of the schedule to the Town and Country Planning (Use Classes) 
        Order 1987 

   (17) "PLANNING LAW" means every Enactment for the time being in force 
        relating to the use development and occupation of land and buildings 
        and every planning permission statutory consent and agreement made 
        under any Enactment relating to the Building 

   (18) "PLANS" means the plans annexed hereto and "Building Plan" means that 
        one of them so marked 

   (19) "PREMISES" means the premises described in schedule 1 and all 
        permitted additions alterations and improvements made to them 

   (20) "PUBLIC AUTHORITY" means any Secretary of State and any government 
        department public local regulatory fire or any other authority or 
        institution having functions which extend to the Premises or their 
        use and occupation and any court of law and the companies or 
        authorities responsible for the supply of water gas and electricity 
        or any of them and any of their duly authorised officers 

   (21) "REINSTATEMENT SPECIFICATION" means the specification annexed hereto 
        or in the event that materials listed in the specification are not 
        available from time to time or appropriate for use (in the Landlord's 
        reasonable opinion) then reference to such materials will be 
        substituted by reference to materials of not materially less quality 
        which perform a similar function 

   (22) "SERVICES" means the services and other matters specified in clause 6 
        and Part I of schedule 5 

   (23) "SERVICE MEDIA" means those parts of the Building comprising gas 
        water drainage electricity telephone telex signal and 
        telecommunications heating cooling ventilation air conditioning fire 
        alarm and other pipes drains sewers mains cables wires supply lines 
        ducts conduits flues and all other common conducting media plant 
        appliances and apparatus for the provision supply control and 
        monitoring of services to or from the Building and other common 
        equipment 

   (24) "TERM" means a term of years commencing on the date hereof and 
        expiring on 29th September 1997 (subject to earlier determination in 
        accordance with clause 8) 

   (25) "VAT" means Value Added Tax as referred to in the Value Added Tax Act 
        1994 (or any tax of a similar nature which may be substituted for or 
        instead of it) 

                                5           

<PAGE>

2. INTERPRETATION

     (1) Words importing the singular include the plural and vice versa and
         words importing one gender include both other genders

     (2) The expressions "Landlord" "Tenant" and "Management Company" wherever
         the context so admits include their respective successors in title and
         where a party comprises more than one person covenants and obligations
         of that party take effect as joint and several covenants and
         obligations

     (3) A covenant by the Tenant not to do (or omit) any act or thing also
         operates as a covenant to use reasonable endeavours not to permit or
         suffer it to be done (or omitted) and to prevent (or as the case may
         be to require) it being done

     (4) References in this lease to:-

         (a) any clause sub-clause schedule or paragraph is a reference to the
             relevant clause sub-clause schedule or paragraph of this lease and
             clause and schedule headings shall not affect the construction of
             this lease

         (b) any right of (or covenant to permit) the Landlord to enter the
             Premises shall also be construed (subject always to the proviso to
             clause 4(9)) as entitling the Landlord to remain on the Premises
             with or without equipment and permitting such right to be
             exercised by all persons authorised by the Landlord for as short a
             period as reasonably practicable and making good all damage caused
             and causing as little inconvenience as reasonably possible save
             where the right of entry is exercised to remedy any breach
             hereunder (where the Landlord only undertakes to make good damage
             caused)

         (c) any consent licence or approval of the Landlord or words to
             similar effect mean a consent licence or other approval in writing
             signed by or on behalf of the Landlord and given before the act
             requiring consent licence or approval

         (d) the Premises (except in clause 4(15)) shall be construed as
             extending where the context permits to any part of the Premises

         (e) a specific Enactment includes every statutory modification
             consolidation and re-enactment and statutory extension of it for
             the time being in force except in relation to the Town and Country
             Planning (Use Classes) Order 1987 which shall be interpreted
             exclusively by reference to the original provisions of Statutory
             Instrument 1987 No 764 whether or not the same may at any time
             have been revoked or modified

         (f) the last year of the Term includes the final year of the Term if
             it shall determine otherwise than by effluxion of time and
             references to the expiry of the Term include such other
             determination

                                       6

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                               [GRAPHIC OMITTED]



                                  [FLOOR PLAN]

                                      GMW

                               99 BISHOPSGATE EC2




                              TWELFTH FLOOR TOWER

<PAGE>










                            [BISHOPSGATE LONDON MAP]

                           99 BISHOPSGATE LONDON, EC2

                                                                          NORTH

<PAGE>

     (5) (a) Where the context permits rents or other sums being due from the
             Tenant to the Landlord or the Management Company mean that they
             are exclusive of any VAT

         (b) whenever the consent licence or approval of the Landlord is
             required under this lease the relevant provision shall be
             construed as also requiring (and any consent licence or approval
             given by the Landlord shall be deemed subject to the need for) the
             consent licence or approval of the Superior Landlord (for which
             the Landlord shall apply at the Tenant's cost) where the same is
             required under the Head Lease except that nothing in this lease or
             in any consent licence or approval by the Landlord shall imply
             that the Superior Landlord's consent licence or approval will not
             be unreasonably withheld or delayed

         (c) references to any right of (or covenant to permit) the Landlord to
             enter the Premises shall extend to the Superior Landlord and to
             all persons authorised by it and shall be construed in the manner
             required by clause 2(4)(b) but in relation to the Superior
             Landlord and those with its authority

         (d) the rights excepted and reserved in schedule 3 are also excepted
             and reserved for the benefit of the Superior Landlord

3. DEMISE AND RENTS

     The Landlord DEMISES unto the Tenant ALL THAT the Premises TOGETHER WITH
     the easements and rights specified in schedule 2 exercisable in common
     with the Landlord and all others with its authority or otherwise from time
     to time entitled thereto EXCEPT and RESERVED unto the Landlord and all
     other persons authorised by it from time to time during the term or
     otherwise from time to time entitled thereto (including the Management
     Company in relation to the provision of the Services) the easements and
     rights specified in schedule 3

     TO HOLD the Premises unto the Tenant (together with and except and
     reserved as aforesaid) for the term SUBJECT to all rights easements
     covenants stipulations and other matters affecting the same and SUBJECT to
     the provisions of the deeds and documents mentioned in schedule 6

     YIELDING AND PAYING therefor:

     FIRST yearly and proportionately for any part of a year a peppercorn (if
     demanded)

     SECONDLY as additional rent from time to time the Insurance Rent payable
     on demand

     THIRDLY as additional rent on demand (in addition and without prejudice to
     the Landlord's right of re-entry and any other right) interest at the
     Interest Rate on any sum owed by the Tenant to the Landlord whether as
     rent or otherwise which is not:

     (a) received in cleared funds by the Landlord within 10 days following the
         due date (or in the case of money due only on demand within 14 days
         after the date of demand) calculated for the period commencing on the
         due date for payment

                                       7

<PAGE>

         and ending on the date the sum and the interest is received in cleared
         funds by the Landlord

     (b) demanded (or if tendered is for the time being refused) by the
         Landlord in circumstances where it is prudent for it not to demand or
         accept any payment having regard to a breach of any of the tenant's
         obligations under this lease calculated for the period commencing on
         the due date for payment and ending on the date the sum (and the
         interest) is subsequently received by the Landlord

     FOURTHLY as additional rent all VAT for which the Landlord is or may
     become liable to account to H.M. Customs & Excise (or other relevant body
     to whom account has for the time being to be made) on the supply by the
     Landlord to the tenant under or in connection with the provisions of this
     lease or the interest created by it and of any other supplies whether of
     goods or services such rent fourthly reserved to be due for payment
     contemporaneously with the other rents or sums to which it relates

     AND FIFTHLY a rent equal to the Electricity Cost such rent to be payable
     on demand (either annually or by instalments) as the Landlord shall
     determine

4.   TENANT'S COVENANTS

     The Tenant covenants with the Landlord (and in respect of sub-clause 4(30)
     also with the Management Company) throughout the Term and any period of
     holding over or extension whether by any Enactment or common law subject
     to clause 4(15):

     RENT

     (1) To pay the rents reserved by this lease on the days and in the
         manner set out in clause 3 without deduction or set off

     VAT

     (2) Wherever the Tenant is required to pay any amount to the Landlord
         hereunder by way of reimbursement or indemnity to pay to the Landlord
         (as applicable) in addition an amount equivalent to any VAT incurred
         by the Landlord save to the extent that the Landlord obtains credit
         for such VAT incurred by the Landlord pursuant to sections 24 25 and
         26 Value Added Tax Act 1994 or any regulations made thereunder

     OUTGOINGS

     (3) To pay all rates taxes charges and other outgoings whatsoever now or
         hereafter assessed charged or imposed upon the Premises or upon their
         owner or occupier (and a proper proportion determined by the Landlord
         attributable to the Premises of any rates taxes charges and other
         outgoings now or hereafter assessed charged or imposed upon the
         Premises in common with other premises or upon the owners or occupiers
         thereof) and (to the extent the Tenant does not pay it directly to the
         relevant supplier) the total cost (including meter rents) of all water
         (including chilled water) electricity and gas separately metered
         and/or exclusively supplied to the Premises during the Term as
         reasonably determined by the Landlord save in the case of manifest
         error excluding (without prejudice to the rent fourthly reserved and
         clause 4(2)) any

                                       8

<PAGE>

         tax payable by the Landlord as a direct result of any actual or
         implied dealing with the reversion of this lease or of the Landlord's
         receipt of income

     COMPLIANCE WITH ENACTMENTS

     (4) To comply with the requirements of all Enactments and of every Public
         Authority (including the due and proper execution of any works) in
         respect of the Premises their use occupation employment of personnel
         in them and any work being carried out to them (whether the
         requirements are imposed upon the owner lessee or occupier) and not to
         do or omit anything by which the Landlord may become liable to make
         any payment or do anything under any Enactment or requirement of a
         Public Authority

     NOTICES

     (5) As soon as reasonably practicable and in any event within 5 working
         days of receipt of the same to give to the Landlord notice of (and a
         certified copy of) any notice permission direction requisition order
         or proposal made by any Public Authority and without delay to comply
         in all respects at the Tenant's cost with the provisions thereof save
         that the Tenant shall if so required by and at the cost of the
         Landlord make or join in making such objections or representations in
         respect of any of them as the Landlord may reasonably require

     REPAIR

     (6) To keep the Premises in the same state of repair and condition (damage
         by any of the Insured Risks excepted to the extent that the insurance
         money shall not have been rendered irrecoverable or insufficient
         because of some act or default of the tenant or of any person deriving
         title under or through it or their respective servants or agents or
         invitees) as exists at the date hereof

     DECORATION AND GENERAL CONDITION AND SERVICING

     (7) To keep the Premises maintained to the same standard of decorative
         order and finish and properly cleansed and tidy as exists at the date
         hereof

     REFUSE

     (8) Not to deposit any refuse on any of the Common Parts except in areas
         designated for such purpose from time to time by the Landlord and to
         comply with all requirements of any Public Authority and any
         reasonable regulations made by the Landlord pursuant to clause 4(26)
         in relation to control over and disposal of rubbish

     TO PERMIT ENTRY

     (9) To permit the Landlord (and persons authorised by the Landlord) at
         reasonable times on reasonable prior written notice (except in an
         emergency) to enter the Premises in order to:-

     (a) examine their state of repair

                                      9

<PAGE>

     (b)       ascertain that the covenants and conditions of this lease have 
               been observed 

     (c)       take any measurement or valuation of the Premises 

     (d)       rebuild renew cleanse alter test maintain repair inspect and 
               make connections to any part of the Building including the 
               Service Media 

     (e)       during the last ten months of the Term (or at any time in the 
               case of a disposal of the Landlord's interest) to show the 
               Premises to prospective purchasers or tenants and their agents 

     (f)       exercise the rights described in schedule 3 

     PROVIDED ALWAYS THAT the Landlord shall cause as little inconvenience as 
     reasonably possible for the purposes described in clause 4(9)(d) (save 
     where in order to comply with any obligation to the Tenant and without 
     prejudice to any rights of entry for any other purpose) and shall make 
     good any damage caused 

COMPLIANCE WITH NOTICES RELATING TO REPAIR OR CONDITION 

(10) (a)       To comply with any notice requiring the Tenant to remedy any 
               breach of its covenants 

     (b)       If the Tenant shall not within a reasonable time comply with 
               any such notice to permit the Landlord and any authorised 
               person to enter the Premises to remedy the breach as the 
               Tenant's agent and at the Tenant's reasonable cost 

     (c)       To pay to the Landlord on demand all the reasonable costs and 
               expenses properly incurred by the Landlord under the 
               provisions of this sub-clause 

ENCROACHMENTS 

(11) (a)       To preserve all rights of light and other easements belonging 
               to the Premises and not to give any acknowledgement that they 
               are enjoyed by consent 

   (b)         Not to do or omit anything which might subject the Premises to 
               the creation of any new easement and to give notice to the 
               Landlord forthwith of any encroachment which might have that 
               effect 

ALTERATIONS AND REINSTATEMENT 

(12) (a)       Not to carry out any Development of or on the Premises nor 
               (without prejudice to the exclusion of structural parts from 
               the demise of the Premises) any works affecting any structural 
               parts of the Building and not to commit any waste 

     (b)       Without prejudice to any other rights of the Landlord in 
               respect of areas not included in the Premises not to install 
               or erect any exterior 

                               10           
<PAGE>
               lighting shade or awning or place any structure or other thing 
               outside the Premises 

     (c)       Without prejudice to paragraphs (a) and (b) of this sub-clause 
               and subject to the provisos to this paragraph (c) not to make 
               any other alteration or addition to the Premises (including 
               all electrical and other plant and equipment and the 
               installation and removal of demountable partitioning) except:- 

         (i)         in accordance with plans and specifications (adequately 
                     describing the work in question and the manner in which 
                     the work will be carried out) previously submitted at the 
                     Tenant's expense in triplicate to and approved by the 
                     Landlord (such approval not to be unreasonably withheld) 

         (ii)        in a manner which shall not adversely affect the 
                     Landlord's Services Equipment any Service Media or the 
                     provision of any of the Services 

         (iii)       in accordance with any relevant terms conditions 
                     recommendations and regulations of any Public Authority 
                     (and in particular in relation to any electrical 
                     installation in accordance with the terms and conditions 
                     laid down by the Institution of Electrical Engineers and 
                     the Regulations of the Electricity Supply Authority) and 
                     the insurance company with whom the Premises are for the 
                     time being insured and 

         (iv)        in a good and workmanlike manner 

         PROVIDED ALWAYS THAT:- 

         (I)         no such alterations or additions shall be carried out 
                     until the Landlord has issued its consent in writing to 
                     which the Tenant shall if required join as a party in the 
                     form annexed to this lease with such amendments or 
                     additions as the Landlord may reasonably require (such 
                     consent subject to compliance with the other conditions 
                     of this sub-clause not to be unreasonably withheld or 
                     delayed) 

         (II)        any approved alteration or addition affecting the Service 
                     Media or the provision of any of the Services shall if 
                     the Landlord so requires be carried out by the Landlord 
                     as agent for the Tenant and all costs incurred in so 
                     doing shall be repayable by the Tenant on demand 

         (III)       once any such alterations or additions have been carried 
                     out the Tenant shall supply to the Landlord as-built 
                     plans in triplicate (together with a computer aided 
                     design disk and 35 mm slides) showing the works as 
                     carried out 

                               11           
<PAGE>
USE 

(13) Not to use the Premises or any chattels in them:- 

     (a)       for any purpose (and not to do anything in or to the Premises) 
               which may be or become or cause a nuisance disturbance 
               annoyance obstruction or damage to any person or property 

     (b)       for a sale by auction or for any public meeting or for any 
               dangerous noxious noisy illegal offensive or immoral trade 
               business or activity or for residential purposes and not to 
               use the Common Parts for the transaction of any business or 

     (c)       (without prejudice to the preceding paragraphs of this 
               sub-clause) except for the Permitted Use 

SIGNS 

(14) (a)       Not to erect any aerial satellite dish sign signboard pole 
               antenna wire or other apparatus on the outside of the Building 

     (b)       Not to affix or exhibit so as to be visible from outside the 
               Premises any placard sign notice fascia board or advertisement 
               except the approved signs referred to in paragraph 3 of 
               schedule 2 

ALIENATION 

(15) (a)       Not to assign mortgage charge or underlet or in any other 
               manner part with possession of the whole or any part of the 
               Premises save that the Tenant may share the Premises or part 
               thereof in accordance with sub-clause 4(15)(b) below 

     (b)       Not to part with or share the occupation of the Premises or 
               any part of them except that the Tenant may share occupation 
               with a company which is (but only for so long as it remains) 
               either the holding company of the Tenant or a majority-owned 
               subsidiary of the Tenant or of the Tenant's holding company 
               (as those expressions are defined in section 736 Companies Act 
               1985) so long as the Tenant does not grant the person sharing 
               occupation exclusive possession (so that such company occupies 
               as licensee only without creating any relationship of landlord 
               and tenant) nor otherwise transfer or create a legal estate 
               and the Tenant shall notify the Landlord of the identity of 
               each company in occupation 

PAYMENT OF COST OF NOTICES CONSENTS ETC. 

(16)       To pay on demand all reasonable expenses (including counsels' 
           solicitors' and bailiffs' surveyors' fees) properly incurred by the 
           Landlord in and incidental to: 

     (a)       the preparation and service of a notice under section 146 Law 
               of Property Act 1925 or in contemplation of any proceedings 
               under section 146 or 147 of that Act notwithstanding that 
               forfeiture is avoided otherwise than by relief granted by the 
               court and 

                               12           
<PAGE>

     (b)       every step taken during or after the expiry of the Term in 
               connection with the enforcement of the Tenant's obligations 
               under this lease including the service or proposed service of 
               all notices and schedules of dilapidations and 

     (c)       every application for consent license or approval under this 
               lease even if the application is withdrawn or properly refused 

OBSTRUCTION/OVERLOADING 

(17) Not to obstruct:- 

     (a)       or damage any part of the Building or exercise any of the 
               rights granted by this lease in a way which causes nuisance 
               damage or annoyance 

     (b)       any means of escape

     (c)       or discharge any deleterious matter into 

         (i)         any pipe drain or other conduit serving the Premises and 
                     (to the extent they lie within the Premises) to keep them 
                     clear and functioning properly or 

         (ii)        any Service Media 

     (d)       or stop-up or darken the windows and other openings of the 
               Premises 

     nor to overload or cause undue strain to the Service Media or any other 
     part of the Building and in particular not to suspend any undue weight 
     from the ceilings or walls of the Premises and not to exceed the 
     following floor loadings:- 

        floor finishings  :  4 kN/m2 (80lbs per sq.ft) 

        live load         :  1kN/m2 (20lbs per sq.ft) 

     (e)       any requisite notice erected on the Premises including any 
               erected by the Landlord in accordance with its powers under 
               this lease 

PARKING/GOODS DELIVERY 

(18)       To ensure that all loading unloading deliveries and despatch of 
           goods is carried out only by using the service accesses and goods 
           lifts designated by the Landlord for the use of the Premises 

PLANNING LAW AND COMPENSATION 

(19)       Without prejudice to clause 4(4) at all times during the Term to 
           comply with the provisions and requirements of Planning Law 
           relating to or affecting 

     (a) (i)         the Premises 

         (ii)        any operations works acts or things carried out executed 
                     done or omitted on the Premises 

                               13           
<PAGE>


              (iii) the use of the Premises

              (iv)  the use by the Tenant of (and the exercise of any other
                    rights hereunder in respect of) any other parts of the
                    building

         (b)  Not to apply for any planning permission relating to the Premises

    INDEMNITY

    (20) To indemnify the Landlord against all expenses proceedings costs
         claims damages demands and any other liability or consequence arising
         out or in respect of any breach of any of the Tenant's obligations
         under this lease (including all costs reasonably incurred by the
         Landlord in an attempt to mitigate any such breach) or of any act
         omission or negligence of the Tenant or any person at the Premises
         expressly or impliedly with the Tenant's authority

    DEFECTIVE PREMISES

    (21) Upon becoming aware of the same or when the Tenant ought reasonably to
         have become aware of the same to give notice forthwith to the Landlord
         of any defect in the Premises which might give rise to:-

         (a)  an obligation on the Landlord to do or refrain from doing
              anything in relation to the Premises or

         (b)  any duty of care or the need to discharge such duty imposed by
              the Defective Premises Act 1972 or otherwise

         and at all times to display and maintain all notices which the
         Landlord may from time to time reasonably require to be displayed at
         the Premises in relation to their state of repair and condition

    INSURANCE AND FIRE FIGHTING EQUIPMENT

    (22) (a)  Not to do or omit anything by which any insurance policy 
              (relevant extracts of which shall have been provided to the
              Tenant) relating to the Building or any part of it becomes void
              or voidable or by which the rate of premium on such policy may be
              increased

         (b)  To comply with all requirements and recommendations of the
              insurers and to provide and maintain unobstructed appropriate
              operational fire fighting equipment and fire notices on the
              Premises

         (c)  to notify the Landlord forthwith of:-

              (i)  any incidence of any Insured Risk on the Premises and of any
                   other event which ought reasonably to be brought to the
                   attention of insurers

              (ii) the insurable value of any fixture installed in the Premises
                   by the Tenant or any person claiming under or through the
                   Tenant

         (d)  That it has prior to the execution of this lease disclosed to the
              Landlord in writing any matter known to the Tenant which might
              affect the

                                       14
<PAGE>

              decision of any insurance underwriter to underwrite any of the
              Insured Risks and that it will disclose particulars of any such
              matter to the Landlord in writing forthwith on becoming aware of
              it

         (e)  That if at any time the Tenant or any person claiming under or
              through it shall be entitled to the benefit of any insurance of
              the Premises to cause all money paid under such insurance to be
              applied in making good the loss or damage in respect of which it
              was paid

         (f)  If the whole or any part of the Building is damaged or destroyed
              by any of the Insured Risks at any time during the Term and the
              insurance money under any insurance policy effected by the
              Landlord is rendered wholly or partially irrecoverable because of
              some act or default of the Tenant or any person deriving title
              under or through the Tenant or their respective servants agents
              or invitees forthwith to pay the Landlord the whole amount of the
              insurance money so irrecoverable

    DANGEROUS AND CONTAMINATIVE MATERIALS

    (23) Not to keep place store or use or permit or suffer to be kept placed
         stored or used in or upon or about the Premises any materials
         substance or other thing of a dangerous inflammable combustible
         explosive corrosive or offensive nature or any materials substance or
         other thing which may in any way cause pollution injury or harm by
         percolation corrosion contamination migration release or otherwise on
         beneath or in the vicinity of the Premises

    YIELD UP

    (24) (a)  (Subject to Clause 8) at the expiry of the Term to remove all
              chattels and (to the extent the Landlord may require) tenant's
              fixtures and quietly to yield up the Premises reinstated and in
              the state of repair condition decorative order and layout
              otherwise required by this lease and any licenses or consents
              issued in pursuance of it and to make good any damage so caused
              in a proper and workmanlike manner to the Landlord's reasonable
              satisfaction

         (b)  The Tenant irrevocably authorises the Landlord to remove and
              dispose of any chattels which may be left in the Premises within
              28 days after the Tenant has quit them (without being obliged to
              obtain any consideration for the disposal) and the Tenant
              irrevocably declares that any such chattels will stand abandoned
              by it

    REGULATIONS AND COVENANTS

    (25) To comply with:-

         (i)  all regulations reasonably made by the Landlord from time to time
              and notified to the Tenant in writing for the good management of
              the Building PROVIDED ALWAYS THAT no such regulations shall
              purport to amend the terms expressed in this lease and if there
              is any inconsistency between the terms of this lease and the
              regulations the terms of this lease shall prevail

                                       15
<PAGE>
         (ii) all covenants stipulations and other matters affecting the
              Premises and not to interfere with any rights easements or other
              matters affecting the Premises

    SECURITY AND ACCESS

    (26) To use all reasonable endeavours to ensure that the Tenant's visitors
         to the Premises observe such security regulations which may apply to
         them

    SERVICE CHARGE

    (27) To pay the Service Charge (and VAT thereon) to the Management Company
         at the times and in the manner provided for in clause 6 and schedule 4
         and to pay the Outside Normal Business Hours Charge within 10 days of
         demand (either annually or monthly by installments) as the Management
         Company shall reasonably determine

5.  LANDLORD'S COVENANTS

    The  Landlord covenants with the Tenant:

    QUIET ENJOYMENT

    (1)  That if the Tenant observes and performs its covenants contained in
         this lease the Tenant may peaceably hold and enjoy the Premises
         without any lawful interruption by the Landlord or any person
         rightfully claiming through under or in trust for it

    INSURANCE

    (2)  (a)  To keep the Building (except all tenants' plant and equipment and
              trade fixtures) insured against the Insured Risks in such sum as
              in the Landlord's opinion represents its then full current
              replacement cost (but not necessarily the facsimile reinstatement
              cost)

         (b)  On request to supply the Tenant (but not more frequently than
              once in any period of twelve months) with evidence of such
              insurance

         (c)  If and whenever during the Term the Premises (except as
              aforesaid) is damaged or destroyed by an Insured Risk either
              party may determine this lease on not less than ten working days
              prior written notice and on expiry of such notice this lease
              shall determine but without prejudice to any antecedent breach of
              covenant

    HEAD LEASE

    (3)  (a)  To pay the rents reserved by the Head Lease and to perform so far
              as the Tenant is not liable for such performance under the terms
              of this lease but so far only as to preserve the existence of
              this lease the covenants and conditions on the part of the lessee
              contained in the Head Lease

                                       16
<PAGE>

         (b)  On the request and at the expense of the Tenant to take all
              reasonable steps to enforce the covenants on the part of the
              Superior Landlord contained in the Head Lease

         (c)  To take all reasonable steps at the Tenant's expense to obtain
              the consent of the Superior Landlord wherever the Tenant makes
              application for any consent required under this lease where the
              consent of both the Landlord and the Superior Landlord is needed
              by virtue of this lease and the Head Lease

    ELECTRICITY PROVISION

    (4)  Subject to clause 7(3) to use all reasonable endeavours to provide or
         procure the provision of electricity to the Premises to the extent
         necessary to meet the requirements of the Tenant having regard to the
         overall electricity services design standards for the Building as a
         whole and to all relevant statutory provisions from time to time
         regulating the supply and utilisation of electricity and the terms and
         conditions relative thereto from time to time imposed by the
         electricity provider chosen by the Landlord

    MANAGEMENT COMPANY ACCESS

    (5)  To allow the Management Company such rights over the Building as it
         requires from time to time for the due and proper provision of the
         Services

6.  PROVISION OF SERVICES

    The Management Company covenants with the Tenant to use all reasonable
    endeavours:-

    (1)  Well and substantially to repair and properly clean and decorate the
         structure of the Building (including the structure of the roofs
         foundations external and internal walls and columns and structural
         slabs of the ceilings and floors) the external surfaces of the
         Building (including the whole of the glazing within the external walls
         of the Building) and the Common Parts and (where consistent with an
         obligation to repair or otherwise where reasonably necessary) to
         replace the same

    (2)  To keep the Service Media designed for common or general use and the
         Landlord's Services Equipment in good and substantial repair and in
         clean condition and at all times in good and safe working order

    (3)  To keep the lifts in the Building clean and in good and substantial
         repair and condition and at all times in good and safe working order

    (4)  To provide heating or cooling (as appropriate) to the Premises for
         such hours as the Tenant shall require (subject to the Tenant paying
         the Outside Normal Business Hours Charge in relation to provision
         outside Normal Business Hours)

    (5)  To ensure that the Common Parts are at all times kept clean tidy and
         unobstructed

                                       17
<PAGE>

   (6)  Subject to clause 7(3) and clause 7(6) to provide or procure the
        provision of electricity to the Premises and each and every part
        thereof designed to receive the same to the extent necessary to meet
        the reasonable requirements of the Tenant and other lawful occupiers of
        the Premises

   (7)  To comply with the requirements of any statute (already or in the
        future to be passed) or any government department local authority other
        public or competent authority or court of competent jurisdiction
        relating to the Building or any part for which any tenant or occupier
        of the Building is not directly or exclusively liable

   (8)  To ensure that at all times there are such security officers at and
        patrolling the Building as is reasonably appropriate for premises of
        the same size and nature as the Building

   (9)  To provide or procure the provision of: --

        (a)  the Services during Normal Business Hours; and

        (b)  such of the Services outside Normal Business Hours as in the
             Management Company's reasonable discretion are appropriate to
             provide a high class office building in the City of London outside
             Normal Business Hours; and

        (c)  such of the Services outside Normal Business Hours as the Tenant
             shall previously request (but subject to the Tenant being
             responsible for the Outside Normal Business Hours Charge)

        (having regard in all cases to and in accordance with the overall
        design standards for the Building as a whole and subject to the
        limitations contained in Clause 7(6)) in an efficient and economic
        manner and in accordance with good estate management provided that the
        Management Company shall be entitled to employ such managing agents
        professional advisers contractors and other persons as it shall from
        time to time reasonably think fit for the purpose of the performance of
        the Services

   PROVIDED THAT the Management Company shall not be liable for:--

   (without prejudice to the provisions of clause 7(3)) any closure of any of
   the Common Parts or interruption in the provision of the Services or
   stoppage or severance affecting any of the Service Media or any interruption
   to the supply of electricity to the Premises or the Common Parts or
   temporary closure or diversion of any of the Common Parts or Service Media
   by reason of necessary inspection repair maintenance or replacement thereof
   or any part thereof or any plant machinery equipment installations or
   apparatus used in connection therewith or damage thereto or destruction
   thereof by any risk (whether or not an Insured Risk) or by reason of
   electrical mechanical or other defect or breakdown or frost or other
   inclement conditions or shortage of fuel materials supplies or labour or
   whole or partial failure or stoppage of any mains supply due to any
   circumstances beyond the control of the Management Company PROVIDED ALWAYS
   that the Management Company shall use all reasonable endeavours to minimise
   the adverse effects of any such

                                       18
<PAGE>

   circumstances and to remedy any such interruption closure or diversion as
   soon as reasonably practicable

7. PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED THAT:--

   FORFEITURE AND RE-ENTRY

   (1)  Without prejudice to any other remedies and powers contained in this
        lease or otherwise available to the Landlord if 

        (a) the whole part of the rents shall be unpaid for twenty-one days
            after becoming payable (whether or not formally demanded) or

        (b) any of the Tenant's covenants in this lease are not performed or
            observed in the manner and at the times herein specified

        the Landlord may at any time thereafter (and notwithstanding the waiver
        of any previous right of re-entry) re-enter the Premises without
        prejudice to the Tenant's right to relief against forfeiture whereupon
        this lease shall absolutely determine but without prejudice to either
        party's right of action against the other in respect of any antecedent
        breach of the covenants in this lease

   LETTING SCHEME USE AND EASEMENTS

   (2)  No letting or building scheme exists or shall be created in relation to
        the Building and (subject only to those easements expressly granted by
        this lease) neither the Tenant nor the Premises shall be entitled to
        any easement or quasi-easement whatsoever and nothing herein contained
        or implied shall give the Tenant the benefit of or the right to enforce
        or to have enforced or to prevent the release or modification of any
        right easement covenant condition or stipulation enjoyed or entered
        into by any tenant of the Landlord in respect of property not demised
        by this lease or prevent or restrict the development or use of the
        remainder of the Building or any other land

   COMMON PARTS AND SERVICE MEDIA

   (3)  Subject always to the rights of the local authority the relevant supply
        authorities and any other competent authority the Common Parts and the
        Service Media are at all times subject to the exclusive control and
        management of the Landlord who may from time to time (if it shall be
        necessary or reasonable to do so for the benefit of the Building or
        otherwise in keeping with the principles of good estate management)
        alter divert substitute stop up or remove any of them (leaving
        available for use by the Tenant reasonable and sufficient means of
        access to and egress from and servicing for the Premises)

   SERVICE OF NOTICES

   (4)  (a) In addition to any other mode of service any notices to be served
            under this lease shall be validly served if served in accordance
            with section 196 Law of Property Act 1925 as amended by the
            Recorded Delivery

                                       19
<PAGE>

           Service Act 1962 or (in the case of any notice to be served on the
           Tenant) by sending it to the Tenant at the Premises

        (b) If the Tenant or any guarantor comprises more than one person it
            shall be sufficient for all purposes if notice is served on one of
            them but a notice duly served on the Tenant will not need to be
            served on any guarantor

   LANDLORD'S LIABILITY

   (5)  The Landlord shall not be liable for (without prejudice to the
        provisions of clause 7(3)) any closure of any of the Common Parts or
        stoppage or severance affecting any of the Service Media or any
        interruption to the supply of electricity to the Premises or temporary
        closure or diversion of any of the Common Parts or Service Media by
        reason of necessary inspection repair maintenance or replacement
        thereof of any part thereof or any plant machinery equipment
        installations or apparatus used in connection therewith or damage
        thereto or destruction thereof by any risk (whether or not an Insured
        Risk) or by reason of electrical mechannical or other defect or
        breakdown or frost or other inclement conditions or shortage of fuel
        materials supplies or labour or whole or partial failure or stoppage of
        any mains supply due to any circumstances beyond the control of the
        Landlord PROVIDED ALWAYS that the Landlord shall use all reasonable
        endeavours to minimise the adverse effects of any such circumstances
        and to remedy any such interruption closure or diversion as soon as
        reasonably practicable

   NO WARRANTY AS TO USE

   (6)  Nothing contained in this lease shall constitute or be deemed to
        constitute a warranty by the Landlord that the Premises are authorised
        under Planning Law to be used or are otherwise fit for any specific
        purpose

   RATEABLE VALUE APPEALS

   (7)  (a) If the Landlord or the Tenant intends to make a proposal to alter
            the entry for the Premises in the local non-domestic rating list it
            shall notify the other party of its intention and shall incorporate
            in the proposal such proper and reasonable representations as may
            be made by or on behalf of that party

        (b) Not to agree any assessment of the rates liability attributable to
            the Premises without the approval of the Landlord (such approval
            not to be unreasonably withheld or delayed)

   NO WARRANTY AS TO SECURITY

   (8)  Nothing contained in this lease (and no exercise of any of the
        Landlord's powers under this lease) shall constitute or be deemed to
        constitute a warranty by the Landlord that the Premises shall be kept
        secure or that any security service to the Common Parts shall be
        effective

                                       20
<PAGE>

   JURISDICTION

   (9)  This lease shall be governed by and construed in all respects in
        accordance with the law of England and for the benefit of the Landlord
        the English courts shall have exclusive jurisdiction in relation to any
        disputes arising under or connected with this lease and the Tenant
        agrees that any process may be served on it by leaving a copy of the
        relevant document at the Premises provided however that the Landlord
        shall retain the right at its sole election to sue the Tenant elsewhere
        including in the courts of the Tenant's domicile

   EXCLUSION OF LANDLORD AND TENANT ACT 1954

   (10) Having been authorised to do so by an Order of the Shoreditch County
        Court dated 10th October 1996 the parties agree that the security of
        tenure provisions in sections 24 to 28 of the Landlord and Tenant Act
        1954 (as amended) shall be excluded in relation to this lease

8. OPTIONS TO DETERMINE

   (1)  The Landlord may determine this lease on not less than 3 months'
        written notice if the Tenant has not entered into a binding commitment
        to take leases of the 22nd to 26th floors of the Building by 25th
        October 1996;

   (2)  In the event of the Landlord exercising its option pursuant to clause
        8(1) above the following provisions shall apply:

        (a) the Tenant shall at its own cost reinstate the Premises by expiry
            of the Landlord's notice to the Reinstatement Specification; 

        (b) for the period from 25th October 1996 until expiry of the 
            Landlord's notice the Tenant shall pay rent to the Landlord at the
            rate of pounds sterling 30 (exclusive of VAT) per square foot of
            Net Internal Area of the Premises

   (3)  The Tenant may determine this lease at any time after 24th June 1997 on
        not less than one month's prior written notice to the Landlord such
        notice expiring at any time after 24th June 1997

   (4)  If the Landlord or the Tenant duly serves a notice under this clause
        the Tenant shall procure that vacant possession of the Premises will be
        available on expiry of the relevant notice free of occupation by and of
        any estate or interest vested in the Tenant or any third party

9. LANDLORD'S GUARANTOR

   (1)  The Landlord's Guarantor at the request of the Landlord and in
        consideration of the Tenant agreeing to take this lease covenants and
        agrees with the Tenant that all of the Landlord's obligations contained
        in this lease will be performed and observed in the manner and at the
        times herein specified and that if there is default in performing and
        observing any of the Landlord's obligations (notwithstanding any time
        or indulgence by the Tenant to the Landlord or compromise, neglect or
        forebearance on the part of the Tenant in enforcing the

                                       21
<PAGE>

        observance of the Landlord's obligations in this lease) the Landlord's
        Guarantor will observe and perform (or procure the performance and
        observance of) the obligations in respect of which the Landlord shall
        be in default

   (2)  The Landlord's Guarantor at the request of the Management Company and
        in consideration of the Tenant agreeing to pay the Service Charge
        covenants and agrees with the Tenant that all of the Management
        Company's obligations contained in this lease will be performed and
        observed in the manner and at all times herein specified and that if
        there is default in performing and observing any of the Management
        Company's obligations (notwithstanding any time or indulgence granted
        by the Tenant to the Management Company or compromise, neglect or
        forbearance on the part of the Tenant in enforcing the observance of
        the Management Company's obligations in this lease) the Landlord's
        Guarantor will observe and perform (or procure the performance and
        observance of) the obligations in respect of which the Management
        Company shall be in default

10. STAMP DUTY CERTIFICATE

    It is hereby certified that there is no agreement for lease to which this
    lease gives effect

IN WITNESS whereof this Deed has been executed by the parties hereto and is
intended to be and is hereby delivered on the date first above written

                                       22
<PAGE>

                                   SCHEDULE 1

                                 (THE PREMISES)

ALL THOSE office premises situate on the part 12th floor and being part of the
Building which are shown on the Plan and thereon verged red for identification
purposes only ALL which premises include:-

(a) the plaster linings and other interior coverings and facing materials of
    all walls and of any columns within or bounding the said premises

(b) the screed the raised floor the fixed and unfixed floor coverings and all
    materials lying between the upper surface of the structural floor slab and
    the raised floor surface

(c) the ceilings including all materials forming part of them lying and the
    void space (if any) above such ceilings but below the lower surface of the
    structural ceiling slab

(d) all non-load bearing walls lying within the said premises

(e) all plant and other apparatus and conducting media which are designed to
    serve the said premises exclusively including any which the Landlord may
    permit under clause 4(14) and whose operation does not have any impact on
    the central building systems

(f) the following items supplied and fitted by the Landlord:-

    (i)   venetian horizontal perforated blinds on the inside of the external
          windows of the Premises

    (ii)  electricity check meter

    (iii) high quality carpet tiles from Milliken

but exclude:-

(i)   all Service Media and Landlord's Services Equipment and

(ii)  the load bearing structure of the Building including the load bearing
      structure of the roofs foundations external and internal walls and
      columns and the structural slabs of the ceilings and floors and

(iii) the external surfaces of the Building and the whole of the window glazing
      and window frames and other fenestration units constructed in the
      external walls and in the other boundaries of the said premises

                                   SCHEDULE 2

                         (EASEMENTS AND RIGHTS GRANTED)

1. The right in connection with the Permitted Use subject to the provisions of
   clause 7(3) and subject to compliance with all reasonable rules and
   regulations in connection with the exercise of such right as may be
   prescribed from time to time by the Landlord:-

   (1) for the Tenant its servants and duly authorised agents invitees and
       visitors for the purpose only of ingress and egress to and from the
       Premises to use the

                                       23
<PAGE>

       Common Parts and to use all means of escape but only when needed in an
       emergency and

   (2) to use the Service Media

   (3) to use such lavatories in the Building as the Landlord shall from time
       to time designate

2. The right of support shelter and protection for the Premises from any
   adjoining or neighbouring parts of the Building as enjoyed by the Premises
   at the date of this lease

3. The right to have displayed the name of the Tenant on the signboard in the
   entrance lobby of the Building provided by the Landlord pursuant to
   paragraph 14 of Part I of schedule 6 and the right to install a sign
   displaying the name of the Tenant at the entrance to the Premises the
   precise location size and style of such sign to be subject to the approval
   of the Landlord (such approval not to be unreasonably withheld)

                                   SCHEDULE 3

                         (EXCEPTIONS AND RESERVATIONS)

1. The right to build alter or extend (whether vertically or laterally) any
   building notwithstanding that the access of light and air or either of them
   to the Premises and the lights windows and openings thereof may be affected

2. The right at reasonable times on reasonable prior notice (except in an
   emergency where no notice need be given) to enter upon the Premises as often
   as may be necessary for the purpose of complying with the covenants of the
   Head Lease for all the purposes for which the Tenant covenants in this lease
   to permit entry and for all purposes in connection with the carrying out of
   the Services and for the purposes of complying with any statutory
   requirements

3. The right to use and to construct inspect maintain repair divert and
   otherwise alter stop up and relay and to make connections to any Service
   Media in on or under the Premises at any time during the Term for the
   benefit of any other part of the Building or any adjacent or neighbouring
   land

4. The right to erect and maintain scaffolding on or against any part of the
   Building so long as reasonable and sufficient means of access to and
   egress from and servicing the Premises are maintained

5. All rights of light air and other easements and rights (but without
   prejudice to those expressly granted by this lease) enjoyed by the Premises
   from or over any other part or parts of the Building or any adjacent or
   neighbouring land

6. The right of support protection and shelter for the benefit of other parts
   of the Building from the Premises

7. The right for one or more members of any security staff employed by the
   Landlord or its agents at any time or times on reasonable prior notice (save
   in the case of emergency where no notice is required) to enter the Premises
   if it shall be considered necessary or desirable so to do in connecting with
   the security of the Building

                                       24
<PAGE>

8. The right for the tenant or occupier of any other part of the Building
   authorised by the Landlord having first given reasonable written notice to
   the Tenant at reasonable times in the daytime and at any time and without
   notice in case of emergency to enter the Premises for the purpose of
   repairing that other part of the Building making good any damage so caused
   to the reasonable satisfaction of the Tenant

9. The rights reserved to the Superior Landlord (by covenant or by express
   reservation) in the Head Lease

PROVIDED ALWAYS THAT if the Landlord exercises any of the rights by carrying
out work on the Premises it shall cause as little inconvenience as possible as
soon as reasonably practicable make good any damaged caused to them unless the
right has been exercised because of some breach by the Tenant or by any person
claiming through it

                                   SCHEDULE 4

                              (THE SERVICE CHARGE)

1. In this Schedule:

   "ACCOUNTING PERIOD" the period from and including 1st January to and
   including 31st December in any year or such other period of twelve months as
   the Management Company shall reasonably determine from time to time

   "EXPERT" means a chartered surveyor experienced in the administration and
   apportionment of service charges for buildings similar to the Building as
   agreed upon by the Management Company and the Tenant or on failure to agree
   appointed at the request of either party by the President Provided that
   where an Expert has previously been agreed or appointed in relation to any
   matter in connection with the Service Cost or the allocation of the Service
   Cost between the tenants of the Building (whether or not pursuant to the
   terms of this Underlease) the Management Company or the Tenant shall be
   entitled if reasonable to require that the same Expert be appointed

   "INTERIM SUM" means a yearly sum assessed by the Management Company acting
   reasonably on account of the Service Charge for each Accounting Period being
   a fair and reasonable estimate of the Service Charge payable by the Tenant
   in respect of that Accounting Period

   "RESERVE" means the total of the amounts received by the Management company
   in respect of the matters referred to in paragraph 2(B) of this schedule

   "SERVICE CHARGE" means the proportion of the Service Cost attributable to
   the Premises determined in accordance with the provisions of this schedule
   payable from this date hereof

   "SERVICE CHARGE CERTIFICATE" means a certificate showing the Service Cost
   and Service Charge for each Accounting Period served pursuant to paragraph 5
   of this schedule and prepared by the Management Company's surveyor or
   auditor

   "SERVICE COSTS" means the total sum calculated in accordance with paragraph
   2 of this schedule

                                       25
<PAGE>

2. The Service Cost shall be the reasonable cost properly incurred by the
   Management Company in any Accounting Period in carrying out or procuring the
   carrying out of the Services and providing each item of the Services
   including (without prejudice to the generality of the foregoing) the costs
   and expenses set out in Part II of schedule 5 (insofar as the same are
   reasonable and properly incurred) and any other reasonable costs and
   expenses properly incurred by the Management Company or with the Management
   Company's authority in connection with the Services but excluding for the
   avoidance of doubt

      (i)   any costs attributable to the provision of any of the Services
            outside Normal Business Hours at the specific request of the Tenant
            (which shall be charged direct to the Tenant) or of any other
            tenant or tenants of the Building and

      (ii)  any Value Added Tax which the Management Company may incur of and
            incidental to the provision of the Services and which is
            recoverable as input tax by the Management Company

      (iii) any cost or expense incurred in making good any damage caused by
            any of the Insured Risks

3.(A) The Service Charge payable by the Tenant for any Accounting Period shall
      be a fair proportion of the Service Cost attributable to the Premises
      from time to time as properly determined by the Management Company (and
      so in proportion for any Accounting Period not falling wholly within the
      Term the Service Cost in any such case being deemed to accrue on a day to
      day basis for the purpose of apportionment)

  (B) If at any time and from time to time during the Term the method or basis
      of calculating or ascertaining the cost of any item of the Services shall
      alter or the basis of calculating or ascertaining the Service Cost in
      relation to any item of the Services shall change and as a result it is
      reasonable that there be an alteration or variation of the calculation of
      the Service Charge in order to achieve a fairer and better apportionment
      of the Service Cost amongst the tenants of the Building then and in every
      such case the Management Company shall vary and amend the Service Charge
      and make appropriate adjustments thereto provided always that in the
      event of any dispute between the Management Company and the Tenant and
      the other tenants of the Building or any of them the same shall be
      referred to the Expert for determination (the Expert to act as an expert
      and not as an arbitrator) whose decision shall save in the case of
      manifest error be binding on the parties (including his decisions as to
      the responsibility for his costs)

  (C) The fair proportion to be determined by the Management Company in
      paragraph 3(A) above shall be determined on the basis that all
      accommodation within the Building let or occupied or designed contracted
      or adapted for letting or occupation (other than management accomodation)
      is fully let on terms which include service charge provisions consistent
      with the service charge provisions contained in this lease (save where
      otherwise specified herein) and such proportion shall not be increase or
      altered by reason of the fact that at any time any part of such
      accommodation may be vacant or that any

                                       26
<PAGE>

      tenant or other occupier of any other part of the Building may default
      in payment of its due proportion of the Service Cost

4.(A) The Tenant shall pay to the Management Company the Interim Sum without
      deduction by equal quarterly instalments in advance on the usual quarter
      days unless the Management Company shall reasonably anticipate that
      amounts to be incurred during the year immediately next following are
      anticipated as being incurred in accordance with a programme of non equal
      expenditure in which event the Management Company shall serve notice to
      such effect upon the Tenant and shall thereupon be entitled to require
      amounts of the Interim Sum to be paid by advance quarterly instalments of
      unequal amounts reasonably stipulated by the Management Company

  (B) The Management Company shall be entitled to require as part of the
      Interim Sum payments in advance on account of the cost of the consumption
      of and supply charges in respect of electricity consumed within the
      Premises (save for any amounts which are invoiced directly by London
      Electricity plc to the Tenant) such sums not to exceed a fair and proper
      estimate of amounts reasonably anticipated by the Management Company as
      falling due within the next quarter

  (C) If the Tenant consistently requests the provision of any of the Services
      outside Normal Business Hours the Management Company shall be entitled in
      addition to require the Tenant to pay along with payments of the Interim
      Sum a fair and proper estimate of amounts likely to be payable by the
      Tenant in the next quarter on account of such Services in accordance with
      the terms of this lease

  (D) The Interim Sum for the Accounting Period ending 31st December 1996 shall
      be pounds sterling 28,963

  (E) Either before or as soon as practicable after the commencement of every
      Accounting Period the Management Company shall serve or cause to be
      served on the Tenant written notice of the Interim Sum for the relevant
      Accounting Period Provided that without prejudice to the provisions of
      paragraphs 6 and 7 of this schedule if the written notice aforesaid shall
      be served after the first occurring quarter day in the relevant
      Accounting Period the Tenant shall until service of the written notice
      aforesaid make payments on account of the Interim Sum for the relevant
      Accounting Period on the days and in the manner provided by sub-paragraph
      (A) of this paragraph of this schedule at an annual rate equal to the
      Interim Sum for the immediately preceding Accounting Period

5.(A) As soon as practicable after the expiry of every Accounting Period (and
      in any event within 4 months after such expiry) the Management Company
      shall serve or cause to be served a Service Charge Certificate on the
      Tenant for the relevant Accounting Period

  (B) A Service Charge Certificate shall contain a summary of the Service Cost
      in respect of the Accounting Period to which it relates and the relevant
      calculations showing the Service Charge

                                       27
<PAGE>

  (C) The Tenant may request further details of the breakdown of the
      expenditure under any particular item or items shown in a Service Charge
      Certificate by giving notice thereof in writing to the Management Company
      within three months of the date of service on the Tenant of the relevant
      Service Charge Certificate and upon receipt of such a notice the
      Management Company shall furnish to the Tenant all such relevant details
      in its possession or control or which can reasonably be obtained by it as
      relate to the expenditure under the item or items in question at the cost
      of the Tenant PROVIDED ALWAYS that notwithstanding the giving of any such
      notice the Tenant shall nevertheless pay all Interim Sums and Service
      Charges as and when they fall due or as may be underpaid from time to
      time (but without prejudice to any challenge claim or dispute that the
      Tenant may have made or may make in the future in respect of its Service
      Charge liability or otherwise)

6.  Within fourteen days after the service on the Tenant of a Service Charge
    Certificate showing that the Service Charge for any Accounting Period
    exceeds the Interim Sum for that Accounting Period the Tenant shall
    (without prejudice to any challenge claim or dispute as aforesaid) pay to
    the Management Company or as it shall direct a sum equal to the amount by
    which the Service Charge exceeds the Interim Sum provided that and the
    Tenant hereby acknowledges that if there shall be any such excess in
    respect of the Accounting Period the amount of such excess shall be a
    debt due from the Tenant to the Management Company and in the event that
    such excess is not received in cleared funds by the Management Company
    within 14 days of the due date for payment it shall attract interest at
    the Interest Rate calculated for the period commencing on the due dates
    for payment and ending on the date the sum is subsequently received by
    the Management Company notwithstanding that the Term may have expired or
    been determined before the service by or on behalf of the Management
    Company of the relevant Service Charge Certificate

7.  If in any Accounting Period the Service Charge is less than the Interim
    Sum for that Accounting Period a sum equal to the amount which the
    Interim Sum exceeds the Service Charge shall be accumulated by the
    Management Company and shall be applied in or towards the Service Charge
    for the next following Accounting Period or Accounting Periods or at or
    after the end of the Term repaid to the Tenant within 14 days after
    preparation of the Service Charge Certificate and in the event that the
    excess is not received by the Tenant on the due date for payment it shall
    attract interest at the Interest Rate for the period commencing on this
    due date for payment and ending on the date that the sum is due is
    received in cleared funds by the Tenant.

8.  Unless challenged by the Tenant pursuant to the provisions of paragraph 9
    of this schedule every notice certificate calculation determination or
    assessment made by or on behalf of the Management Company referred to in
    this schedule shall (save where a manifest error appears) be conclusive and
    binding upon the parties hereto

9.  The Tenant (acting reasonably) may at any time within six months after the
    submission of a Service Charge Certificate challenge it on any reasonable
    ground (including without limitation on the ground that the Service Charge
    therein stated exceeds the Service Charge which should have been payable
    had the provisions of this lease been properly adhered to) Provided that
    the Tenant gives notice with full particulars of its ground of alleged
    challenge and in any such case:

                                       28
<PAGE>

  (A) any sum due to or payable by the Management Company pursuant to
      paragraphs 6 and 7 above shall still be paid or allowed pending
      resolution of the Tenant's challenge as if the Service Charge Certificate
      were correct

  (B) the Management Company and the Tenant shall endeavor to resolve the
      relevant issue but if they cannot do so the issue in dispute shall be
      referred to the Expert (acting as an expert and not an arbitrator) whose
      decision shall save in the case of manifest error be binding on the
      parties (including his decision as to the responsibility for his costs)

  (C) such adjustments to the Service Charge Certificate as may be required to
      be made in consequence of the resolution of the dispute shall be paid as
      soon as practicable after such resolution and any sum due to or payable
      by the Management Company shall then be paid or allowed (as the case may
      be) immediately together with interest at the Interest Rate on such sum
      during the period which it has been underpaid or overpaid

10. All sums obtained from the Tenant and any other tenants or occupiers of the
    Building towards the Service Cost and sums collected in respect of the
    Reserve shall each be placed in separate interest bearing designated
    deposit accounts to be applied only towards the cost of providing the
    Services and all interest accrued on such deposit account shall be credited
    (net of tax) to the account

11. The Management Company will account to the Landlord as soon as practicable
    following expiry of each Accounting Period for that part of the Service
    Charge which relates to costs directly incurred by the Landlord and not by
    the Management Company including (but not limited to) the costs referred to
    in paragraphs 5 7 8 9 and 12 of Part II of schedule 5

12. If in the Management Company's reasonable discretion any of the Services
    have to be provided to a greater extent (or the cost of provision of such
    Services is greater) than would normally apply in the context of the
    general management of the Building in accordance with this lease as a
    result either: - 

    (a) of a specific request by the Tenant (with or without other tenants or
       occupiers of accommodation in the Building); or

    (b) where such provision is required in the interests of good estate
        management as a result of any acts or omissions of the Tenant in
        relation to its use and occupation of the Premises

    then the Management Company shall be entitled to require the Tenant to meet
    the cost of such provision (or a fair proportion thereof determined by the
    Management Company) within 10 working days following a demand by the
    Management Company

                               29
<PAGE>

                                  SCHEDULE 5 
                                  (SERVICES) 
                                    PART I 

1.     Inspecting maintaining repairing amending altering and (where 
       consistent with an obligation to repair) rebuilding and renewing and 
       where appropriate treating washing down painting and decorating all 
       load bearing and other structural parts of the Building and the 
       relevant parts of it described in paragraphs (ii) and (iii) of schedule 
       1 

2.     Inspecting servicing maintaining operating and repairing and (where 
       consistent with an obligation to repair) renewing amending overhauling 
       and replacing the Landlord's Services Equipment and all other apparatus 
       plant machinery and equipment within the Building (if any) from time to 
       time excluding any "stand alone" systems installed by the Tenant or any 
       other tenant or occupier of the Building 

3.     Inspecting servicing maintaining operating repairing cleansing emptying 
       amending altering and renewing overhauling and replacing all Service 
       Media 

4.     Keeping the Common Parts and the car park within the Building properly 
       cleansed decorated treated maintained and lit to such standard as the 
       Management Company may from time to time consider adequate 

5.     Providing such mechanical ventilation heating and (if deemed desirable 
       by the Management Company) cooling for such parts of the Building and 
       for such hours and times of the year (subject to clause 6) as the 
       Management Company shall in its discretion determine 

6.     Providing and maintaining at the Management Company's discretion any 
       furniture architectural or ornamental features or murals and any 
       horticultural displays plants shrubs trees or garden area in the Common 
       Parts and maintaining the same 

7.     Supplying whether by purchase or hire and maintaining (and where 
       consistent with an obligation to repair) renewing replacing repairing 
       servicing and keeping in good and serviceable order and condition all 
       fixtures and receptacles appliances materials equipment plant and other 
       things which the Management Company may deem desirable or necessary for 
       the maintenance appearance upkeep or cleanliness of the Building or any 
       part of it or otherwise in connection with the provision of the 
       Services 

8.     Cleaning as frequently as the Management Company shall in its 
       reasonable discretion consider adequate the exterior and interior of 
       all window glazing and window frames and other fenestration units in 
       the Common Parts and the outside of the window glazing referred to in 
       paragraph (iii) of schedule 1 and the maintenance cleansing repair 
       inspection and (where reasonably necessary) renewal or replacement of 
       all window cleaning) cradles carriageways and runways 

9.     Providing a security service to the Common Parts and the car park 
       within the Building including where reasonably appropriate in the 
       Management Company's judgment closed circuit television and/or other 
       plant and equipment for the purpose of surveillance and supervision of 
       users of the Building 

                               30           
<PAGE>
10.    Disposing of refuse from the Building (including collecting and 
       compacting or otherwise treating or packaging as the Management Company 
       reasonably thinks fit such refuse and if necessary pest control) and 
       (where consistent with an obligation to repair) the provision repair 
       maintenance and renewal of any plant and equipment in connection 
       therewith 

11.    Maintaining during Normal Business Hours an adequate supply of hot and 
       24 hours a day cold water and supplying washing and toilet requisites 
       in the lavatory accommodation in the Building 

12.    Such rodent or other pest control in the Building as the Management 
       Company shall reasonably consider necessary or desirable 

13.    Providing one or more receptionists in the ground floor entrance hall 
       of the Building 

14.    Providing and maintaining a signboard in the entrance lobby of the 
       building for the display of tenants' names 

15.    Controlling so far as practicable traffic flow within the car park in 
       the Building and traffic 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 

16.    Providing and maintaining a post room facility for the reception of 
       mail to the Building 

17.    Complying with the obligations on the part of the tenant contained in 
       the Head Lease save for the payment of rent 

18.    Complying with the obligations set out in clause 6 

19.    Any other services relating to the Building or any part of it provided 
       by the Management Company from time to time which shall be:- 

       (1) reasonably capable of being enjoyed by the occupier of the Premises 
           or 

       (2) reasonably calculated to be for the benefit of the Tenant and other 
           tenants of the Building or 

       (3) appropriate for the maintenance upkeep or cleanliness of the 
           Building or 

       (4) otherwise in keeping with the principles of good estate management 

       PROVIDED ALWAYS that 

        (i) Where in this schedule there are references to matters or things 
            which are then stated to include certain particular matters or 
            things which are not also stated to be without prejudice to the 
            generality of the wording preceding it nevertheless the reference 
            to the particular matters or things shall be deemed to be and in 
            each case shall be without prejudice to the generality of the 
            wording preceding it 

       (ii) The Management Company shall when reasonable have the right to 
            cease or to procure the cessation of the provision of or add to or 
            procure the addition to 

                               31           
<PAGE>
            any item of Services matter or thing specified in this schedule if 
            the Management Company shall having regard to the principles of 
            good estate management reasonably deem it desirable or expedient 
            so to do but before so doing the Management Company shall notify 
            all the tenants in the Building 

       (iv) The Management Company or the managing agents may temporarily 
            withdraw any item of Services matter or thing specified in this 
            schedule if in their reasonable opinion such withdrawal is in the 
            interest of good estate management or if such withdrawal is due to 
            circumstances beyond the control of the Management Company 

                                   PART II 

1.     All fees and disbursements of any individual or firm or company 
       employed or retained by or on behalf of the Management Company or its 
       agents (including without limitation managing agents fees) for or in 
       connection with:- 

       (1) any surveying or accounting functions for the Building and 

       (2) the performance of the Services or any of them and any other duties 
           in or about the Building or any part of it relating to the general 
           management administration security maintenance protection and 
           cleanliness of the Building 

2.     The reasonable fees of the Management Company for any of the Services 
       or for the functions and duties referred to in paragraph 1 of this Part 
       of this schedule which shall be undertaken by the Management Company 
       and not by a third party 

3.     The cost (in addition to any fees referred to in paragraph 2 and where 
       the context permits paragraph 1 of this Part of this schedule) of 
       employing (whether by the Management Company or any managing agents or 
       any other individual or firm or company) such staff as the Management 
       Company may in its reasonable discretion consider appropriate for the 
       performance of the Services and the functions and duties referred to in 
       paragraph 1 of this Part of this schedule and all other incidental 
       expenditure in relation to such employment including without prejudice 
       to the generality of the foregoing:- 

       (1) salaries wages pensions and pension contributions benefits in kind 
           and other emoluments and National Insurance and other statutory 
           contributions or levies 

       (2) the provision of uniforms and working clothing 

       (3) the provision of vehicles tools appliances cleaning and other 
           material fixtures fittings and other equipment for the proper 
           performance of their duties and a store for housing the same and 

4.     The cost of entering into any contracts for the carrying out of all or 
       any of the Services 

5.     All rates taxes assessments duties charges impositions and outgoings 
       which are now or during the Term shall be charged assessed or imposed 
       on:- 

       (1) the whole of the Common Parts or any part of them 

                               32           
<PAGE>
       (2) any residential accommodation provided for caretakers and other 
           staff employed in connection with the Building and any other 
           premises provided as referred to in paragraph 3(4) of this Part of 
           this schedule 

       excluding any tax (other than VAT) payable by the Landlord as a direct 
       result of any actual or implied dealing with the reversion of any Lease 
       or of the Landlord's receipt of income 

6.     The cost of the supply of water electricity gas oil and other fuel for 
       the provision of the Services and the cost of any electricity 
       generating transforming monitoring metering and distribution plant 
       machinery and equipment in or servicing the Building 

7.     The cost which the Landlord may be called upon pursuant to an Enactment 
       to pay as a contribution towards the expense of making repairing 
       maintaining rebuilding and cleansing any ways roads pavements or 
       structures Service Media or anything which may belong to or be used for 
       the Building or any part of it exclusively or in common with other 
       neighbouring or adjoining premises 

8.     The cost of taking all steps deemed desirable or expedient by the 
       Landlord and/or the Management Company for complying with or making 
       representations against or otherwise contesting the incidence of the 
       provisions of any Enactment relating to or alleged to relate to the 
       Building or any part or it for which any tenant is not directly and 
       exclusively liable 

9.     The cost to the Landlord and/or the Management Company of abating any 
       nuisance in respect of the Building or any part of it insofar as the 
       same is not the liability of any tenant 

10.    Any VAT (or any tax of a similar nature which may be substituted for or 
       levied in addition to it) incurred by the Management Company on any 
       other amount comprised in the Service Cost save to the extent that the 
       Management Company obtains credit for such VAT incurred by the 
       Management Company pursuant to sections 24 25 and 26 Value Added Tax 
       Act 1994 or any regulations made thereunder 

11.    A reasonable notional rent for any management accommodation provided 
       within the Building to facilitate the reasonable provision of the 
       Services 

12.    All other costs properly incurred in connection with the provision of 
       the Services 

                                  SCHEDULE 6 
                   (MATTERS TO WHICH THE DEMISE IS SUBJECT) 

1.     The entries on the registers of Title Number NGL272172 as at the date 
       hereof 

2.     Agreement dated 24th November 1995 between The Prudential Assurance 
       Company Limited (1) 99 Bishopsgate Limited (2) The Scottish Amicable 
       Life Assurance Society (3) 

                               33           
<PAGE>

[SEAL] 
                                            (THE COMMON SEAL of 
                                            (99 BISHOPSGATE LIMITED was 
                                            hereunto (affixed in the
                                            presence of:-) 

                                            Director /s/ 

                                            Secretary /s/ 
[SEAL] 
                                            (THE COMMON SEAL of 
                                            (99 BISHOPSGATE MANAGEMENT 
                                            (LIMITED was hereunto affixed in 
                                            the (presence of:- 

                                            Director /s/ 

                                            Secretary /s/ 
[SEAL] 
                                            (THE COMMON SEAL of HAMMERSON 
                                            (U.K. PROPERTIES PLC was hereunto 
                                            affixed (in the presence of:- 

                                            Director /s/ 

                                            Secretary /s/ 

                               34           
<PAGE>

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    Acoustic sealant added
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B   Detail 2 renamed to Detail 3; Office        3/9/96     MB      FSS
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    partition Detail 2 added
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GMW Partnership, Chartered Architects & Interior Designers
P.O. Box 1613, 239 Kensington High Street, London W8 6SL
Telephone 0171 937 8020 Fax: 0171 937 5815

                                                 GWM
                                                 Gollins  Melvin  Ward
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Project

99 Bishopsgate EC2
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Drawing Title

Tenancy floor - Level 12
Partition details
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            Date           Plot Date           Checked by
            22/08/96       03/09/96            PSS
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Project no.  Drawing no.                       Revision
2512A        L12/AA(P)009                      B

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<PAGE>

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GMW Partnership, Chartered Architects & Interior Designers
P.O. Box 1613, 239 Kensington High Street, London W8 6SL
Telephone 0171 937 8020 Fax: 0171 937 5815

                                                 GWM
                                                 Gollins  Melvin  Ward
also at
Chase Mall Winchester Rd Bishops Waltham Hampshire
Telephone 0469 8955223
----------------------------------------------------------------------------
Project

99 Bishopsgate EC2
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Drawing Title

Tenancy floor - Level 12
Door elevations and details

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North       Scale                              Drawn by
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            Date           Plot Date           Checked by
            21/08/96       17/09/96            PSS
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Project no.  Drawing no.                       Revision
2512A        L12/AA(D)008                      B

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<PAGE>

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GMW Partnership, Chartered Architects & Interior Designers
P.O. Box 1613, 239 Kensington High Street, London W8 6SL
Telephone 0171 937 8020 Fax: 0171 937 5815

                                                 GWM
                                                 Gollins  Melvin  Ward
also at
Chase Mall Winchester Rd Bishops Waltham Hampshire
Telephone 0469 8955223
----------------------------------------------------------------------------
Project

99 Bishopsgate EC2
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Drawing Title

Tenancy floor
Reflected ceiling plan
Level 12
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North       Scale                              Drawn by
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            Date           Plot Date           Checked by
            15/08/96       03/09/96            PSS
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Project no.  Drawing no.                       Revision
2512A        L12/AL(C)005                      B

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<PAGE>

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GMW Partnership, Chartered Architects & Interior Designers
P.O. Box 1613, 239 Kensington High Street, London W8 6SL
Telephone 0171 937 8020 Fax: 0171 937 5815

                                                 GWM
                                                 Gollins  Melvin  Ward
also at
Chase Mall Winchester Rd Bishops Waltham Hampshire
Telephone 0469 8955223
----------------------------------------------------------------------------
Project

99 Bishopsgate EC2
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Drawing Title

Tenancy floor
Setting-Out partition plan
Level 12
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North       Scale                              Drawn by
            1:100                              MB
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            Date           Plot Date           Checked by
            16/08/96       10/09/96            PSS
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Project no.  Drawing no.                       Revision
2512A        L12/AL(P)007                      B
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