<PAGE>


                                                                   EXHIBIT 10.25

DATED                                                                       2003
--------------------------------------------------------------------------------



(1)     STRALO LIMITED AND STATE STREET
        CUSTODIAL SERVICES (JERSEY) LIMITED

(2)     SEEC EUROPE LIMITED

(3)     SEEC INC
















================================================================================
COUNTERPART
                                      LEASE
                                 - relating to -

                            Second Floor Brook House
                      Phase I Shepherds Bush Road London W6

================================================================================















                                     OLSWANG
                                 90 High Holborn
                                 London WC1V 6XX

                               Tel: 020 7067 3000
                               Fax: 020 7067 3999
                          email: olsmail@olswang.co.uk

                             Ref: MJJ/TEW/S0281/1317

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                      PAGE
<S>   <C>                                                                   <C>
1.    DEFINITIONS AND INTERPRETATION...........................................1

2.    DEMISE...................................................................4

3.    TENANT'S COVENANTS.......................................................5
      3.1    PAYMENT OF RENTS..................................................5
      3.2    PAYMENT OF OUTGOINGS..............................................5
      3.3    PAYMENT OF COST OF NOTICES CONSENTS ETC...........................5
      3.4    REPAIR............................................................6
      3.5    DECORATION AND GENERAL CONDITION..................................6
      3.6    ADDITIONS ALTERATIONS AND SIGNS...................................6
      3.7    COMPLIANCE WITH ENACTMENTS........................................7
      3.8    LANDLORD'S RIGHT TO ENTER FOR VARIOUS PURPOSES....................7
      3.9    COMPLIANCE WITH NOTICES RELATING TO REPAIR OR CONDITION...........7
      3.10   USE...............................................................8
      3.11   PROHIBITED ALIENATION.............................................8
      3.12   PERMITTED ALIENATION..............................................9
      3.13   REGISTRATION.....................................................12
      3.14   INSURANCE AND FIRE FIGHTING EQUIPMENT............................13
      3.15   NOT TO OBSTRUCT OR OVERLOAD......................................13
      3.16   PRESERVATION OF EASEMENTS........................................13
      3.17   DEFECTIVE PREMISES...............................................13
      3.18   YIELD UP.........................................................14
      3.19   COVENANTS........................................................14
      3.20   CDM REGULATIONS..................................................14
      3.21   INDEMNITY........................................................14
      3.22   TO GIVE AND TRANSMIT NOTICES.....................................14

4.    LANDLORD'S COVENANTS....................................................14
      4.1    QUIET ENJOYMENT..................................................15
      4.2    INSURANCE........................................................15
      4.3    SERVICES.........................................................15

5.    PROVISOS................................................................16
      5.1    RE-ENTRY.........................................................16
      5.2    RENT CESSER......................................................16
      5.3    NOTICES..........................................................12
      5.4    DETERMINATION ON DESTRUCTION.....................................17
      5.5    OUTSIDE NORMAL BUSINESS HOURS....................................17
      5.6    CONSENTS EASEMENTS NOTICES ETC...................................18
      5.7    NO WARRANTY BY LANDLORD..........................................19
      5.8    TENANT'S OPTION TO DETERMINE.....................................19
      5.9    LANDLORD'S OPTION TO DETERMINE...................................19
      5.10   UNDERLEASES......................................................19

6.    SERVICE RENT............................................................19

7.    SURETY'S COVENANTS......................................................20

8.    1995   ACT..............................................................20
</TABLE>

<PAGE>

<TABLE>
<S>   <C>                                                                   <C>
9.    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999........................... 20

10.   EXCLUSION OF LANDLORD  AND TENANT ACT 1954............................. 20

11.   STAMP DUTY CERTIFICATE................................................. 21

THE FIRST SCHEDULE
      THE PREMISES........................................................... 22

THE SECOND SCHEDULE
      RIGHTS GRANTED......................................................... 23

THE THIRD SCHEDULE
      EXCEPTIONS AND RESERVATIONS............................................ 24

THE FOURTH SCHEDULE
      COVENANTS BY SURETY.................................................... 25
</TABLE>








<PAGE>

THIS LEASE is made the        day of                                    2003

BETWEEN

(1)     STRALO LIMITED (Registered in Jersey under Company Number 34455) and
        STATE STREET CUSTODIAL SERVICES (JERSEY) LIMITED (Registered in Jersey
        under Company Number 44547) both of whose registered offices are situate
        at Dumaresq House Dumaresq Street St Helier Jersey JE2 3RL Channel
        Islands as Trustees on behalf of the Deutsche UK Office Property Fund
        ("Landlord")

(2)     SEEC EUROPE LIMITED (Company Registration No. 3360828) whose registered
        office is at 33A West Way Walworth Industrial Estate Andover Hampshire
        SP1O 5JG ("Tenant")

(3)     SEEC INC (a Pennsylvania Company) whose registered office is at Park
        West One, Suite 200 Cliff Mine Road, Pittsburgh, Pennsylvania 15275 USA
        ("Surety")

WITNESSES as follows:

1       DEFINITIONS AND INTERPRETATION

1.1     In this Lease the following words and expressions shall have the
        following meanings unless the context requires otherwise:

        "ADJOINING PREMISES" any land or buildings adjoining or near to the
        Premises whether or not comprised in the Building

        "BUILDING" the land known as Brook House Shepherd's Bush Road London W6
        of which the premises forms part shown verged with a thick black line on
        Plan 1 and every building from time to time on that land

        "CDM REGULATIONS" the Construction (Design and Management) Regulations
        1994 and "Health and Safety File" has the meaning given therein

        "CONDUITS" the pipes sewers drains mains wires cables flues ducts and
        all other conducting media and ancillary equipment

        "ENACTMENT" every Act of Parliament and all subordinate legislation made
        under such Acts

        "INSURANCE RENT" in respect of any period for which the same is required
        to be calculated an amount equal to a fair and reasonable proportion of
        the total premium and other reasonable and proper costs incurred by the
        Landlord for insuring the Building against the Insured Risks and in the
        revaluation of the Building for insurance purposes and the whole
        of any such amount relating to the loss of rent insurance.

        "INSURED RISKS" loss damage or destruction whether total or partial
        caused by fire lightning explosion riot civil commotion strikes labour
        and political disturbances and malicious damage aircraft (other than
        hostile) and aerial devices and articles dropped

                                       1
<PAGE>

        therefrom storm tempest flood bursting or overflowing of water tanks
        apparatus and pipes impact by road vehicles animals earthquake and
        accidental damage to underground water oil and gas pipes or electricity
        wires and cables acts terrorism (if, cover is available in the insurance
        market at commercial rates) landslip subsidence and heave and
        liabilities arising from or in connection with property owner's
        liability of the Landlord and architects' engineers' and quantity
        surveyors' and other professional fees and incidental expenses incurred
        in relation to any works of debris removal and of reinstatement three
        years loss of rent and such other risks or perils against the occurrence
        of which the Landlord may from time to time in its reasonable discretion
        deem it reasonable to insure subject to such exclusions and limitations
        as are from time to time imposed by the insurers

        "INSURERS" the insurance office or underwriters with whom the Premises
        are insured

        "INTEREST" interest during the period from the date on which the
        relevant payment is due to the date of payment (both before and after
        any judgment) calculated on a daily basis at the rate of 3% per annum
        above the base rate for the time being of National Westminster Bank plc
        or of some other bank nominated in writing from time to time by the
        Landlord

        "LEASE DATE" the date hereof

        "NORMAL BUSINESS HOURS" 8.00 a.m. to 6.00 p.m. Mondays to Fridays
        inclusive but always excluding public holidays

        "PARKING SPACES" the parking spaces in the car park of the Building
        shown coloured green on Plan 3 or such other parking spaces in the car
        park of the Building which the Landlord may from time to time designate

        "PERMITTED USE" use as high quality offices within Class B1(a) of the
        Town and Country Planning (Use Classes) Order 1987

        "PLAN 1" the plan annexed to this Lease marked "Plan 1"

        "PLAN 2" the plan annexed to this Lease marked "Plan 2"

        "PLAN 3" the plan annexed to his Lease marked "Plan 3"

        "PLANNING ACTS" the Town and Country Planning Act 1990 the Planning Acts
        of 1990 and the Planning and Compensation Act 1991

        "PREMISES" THE premises more particularly described in the First
        Schedule hereto and shortly known as Second Floor Brook House Phase I
        Shepherd's Bush Road London W6 together with the parking spaces

        "PRINCIPAL RENT" a peppercorn from the date hereof until the Rent
        Commencement Date and thereafter ONE HUNDRED AND TWENTY FOUR THOUSAND
        SIX HUNDRED AND THIRTY FIVE POUNDS (Pounds Sterling l24,635) per annum
        plus SIX THOUSAND POUNDS (Pounds Sterling 6,000) per annum in respect of
        the Parking Spaces ("the

                                       2
<PAGE>

        Parking Spaces Rent") and it is agreed and understood that the Principal
        Rent during the period that this Lease is vested in SEEC Europe Limited
        shall be a peppercorn from the date hereof until the Rent Commencement
        Date and thereafter ONE HUNDRED THOUSAND POUNDS (Pounds Sterling l00,000
        per annum (subject to review as hereafter provided) plus the Parking
        Spaces Rent

        "PROVISIONAL SUM" in relation to each Service Period an amount
        calculated by the Landlord's managing agents acting as experts and not
        arbitrators as their reasonable And proper estimate of the likely
        Service Rent for the relevant Service Period

        "PUBLIC AUTHORITY" the Secretary of State and government department
        public local or any other authority or institution and any court of law
        or any of them or any of their duly authorised officers

        "REGULATIONS" such reasonable regulations as the Landlord shall make
        from time to time in respect of the Building and shall notify in writing
        to the Tenant

        "RENT COMMENCEMENT DATE" 1 April 2003

        "REVERSIONARY OBLIGATIONS" the covenants declarations and other matters
        affecting the Premises specified in the Property and Charges Register of
        Title Number

        "SERVICE EXPENDITURE" all expenditure reasonably and properly incurred
        by the Landlord in providing all or any of the Services including the
        reasonable cost of employing managing agents and caretakers but
        excluding any expenditure on any part of the Building for which the
        Tenant or any other tenant shall be responsible or on any part of the
        Building which was designed or intended to be let but which is unlet
        from time to time during the Term

        "SERVICE RENT" A fair and reasonable proportion (as the Landlord's
        surveyor shall from time to time notify in writing to the Tenant) of the
        Service Expenditure for any relevant Service Period defined in clause
        6.1 hereof

        "Services" the provision and carrying out by the Landlord of such
        services as in the reasonable opinion of the Landlord are:

        (i)     necessary for the maintenance repair upkeep redecoration
                insurance security management and cleanliness of the Building
                including the reasonable and necessary replacement of items of
                plant and equipment and their constituent parts comprised in the
                Building including but not limited to air conditioning plant and
                equipment;

        (ii)    for the benefit of the tenants of the Building or

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

        "TERM" 4 years calculated from and including the Term Date and

                                       3
<PAGE>

        "TERM DATE" 16 January 2003

        "1995 ACT" the Landlord and Tenant (Covenants) Act 1995

1.2     Singular words include the plural and vice versa and the masculine
        gender includes the neuter gender and vice versa and each includes the
        feminine gender

1.3     The expressions "Landlord" and "Tenant" wherever the context so admits
        include their respective successors in title and where two or more
        persons comprise the "Tenant" such persons covenant with the Landlord
        jointly and severally

1.4.    The Tenant by covenanting not to do or omit any act or thing also
        covenants not to permit or suffer it to be done or omitted

1.5     References in this Lease to:

        1.5.1   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

        1.5.2   a specific Enactment includes every statutory modification
                consolidation and re-enactment of that Enactment and any
                statutory extension of it for the time being in force

        1.5.3   the Landlord's managing agents may include the Landlord's own
                employees and

        1.5.4   any rent (whether or not defined in Clause 1.1) and other
                amounts which may be or become payable to the Landlord under
                this Lease are exclusive of all value added tax which may be or
                become chargeable on the relevant supply by the Landlord

2.      DEMISE

        In consideration of the rents hereinafter reserved and of the covenants
        by the Tenant the Landlord HEREBY DEMISES to the Tenant with full title
        guarantee the Premises TOGETHER WITH (but to the exclusion of all other
        liberties privileges rights easements or advantages whatsoever) the
        rights and easements set out in the Second Schedule hereto but EXCEPT
        AND RESERVING to the Landlord and the Landlord's tenants and licensees
        and all other persons entitled thereto the rights and easements set out
        in the Third Schedule hereto for the Term YIELDING AND PAYING therefor
        FIRSTLY yearly and proportionately for any part of a year the Principal
        Rent and the Parking Spaces Rent payable by equal quarterly payments in
        advance on the usual quarter days in each year without deduction the
        first payment or a proportionate part for the period commencing on the
        Rent Commencement Date (calculated on an annual basic to be made on the
        Rent Commencement Date SECONDLY with effect from the date hereof as
        additional yearly rent the Insurance Rent payable without deduction
        within 21 days of written demand THIRDLY with effect from the date
        hereof as additional yearly rent the Service Rent (including the

                                       4
<PAGE>

        Provisional Sum on account) payable in accordance with Clause 6 FOURTHLY
        as additional rent Interest payable on demand on any sum of whatsoever
        nature due from the Tenant to the Landlord (whether as rent or
        otherwise) which shall not be received by the Landlord within 7 days
        after the sum is due properly incurred by the Landlord in connection
        with and following some default by the Tenant under this Lease and
        FIFTHLY as additional rent all value added tax for which the Landlord is
        or may become liable to account to HM 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 of the interest created by it and of any other
        supplies whether of goods or services such rent fifthly rent reserved to
        be due for payment contemporaneously with the other rents or sums to
        which it relates

3.      TENANT'S COVENANTS

        The Tenant HEREBY COVENANTS with the Landlord as follows:

3.1     PAYMENT OF RENTS

        3.1.1   To pay the rents reserved by this Lease on the days and in the
                manner set out in Clause 2

        3.1.2   To pay the Principal Rent by banker's standing order to such UK
                clearing bank as the Landlord may from time to time reasonably
                nominate

        3.1.3   To pay in addition to the rents and other amounts which may be
                or become payable by the Tenant to the Landlord under this Lease
                all value added tax which may be or become chargeable on the
                relevant supply by the Landlord to the Tenant upon receipt of a
                valid value added tax invoice

3.2     PAYMENT OF OUTGOINGS

        To pay (or if the Landlord shall require to repay the Landlord) all
        existing and future rates taxes (including value added tax) duties
        charges and other outgoings whatsoever whether recurring non-recurring
        usual or novel which are now or at any time during the Term shall be
        payable by the owner landlord tenant or occupier in respect of the
        Premises excluding (but without prejudice to sub-clause 3.1.3 above)
        all sums payable by the Landlord in respect of any dealing with the
        reversion of this Lease or of the Landlord's receipt of income

3.3     PAYMENT OF COST OF NOTICES CONSENTS ETC.

        To pay to the Landlord on an indemnity basis all reasonable costs fees
        charges and expenses (including legal costs and fees of bailiffs
        surveyors architects engineers and other professional advisers) properly
        incurred by the Landlord:

        3.3.1   attendant upon or incidental to every application made by the
                Tenant for a consentor licence required or made necessary by the
                provisions of this Lease whether the same be granted or refused
                (but not unreasonably withheld) or

                                       5
<PAGE>

                proffered subject to any lawful qualification or condition or
                whether the application be withdrawn

        3.3.2   incidental to the preparation and service of a notice under
                Section 146 of the Law of Property Act 1925 or incurred by or in
                proper contemplation of proceedings under Sections 146 or 147 of
                that Act whether or not in any such case forfeiture is avoided
                otherwise than by relief granted by the court

        3.3.3   in connection with the recovery of arrears of rent due from the
                Tenant hereunder

        3.3.4   in relation to any steps taken in proper contemplation of or in
                connection with the preparation and service of a schedule of
                dilapidations during or within three months of the expiration or
                sooner determination of the Term or

        3.3.5   in connection with the reasonable supervision of the carrying
                out of any works of repair or making good carried out pursuant
                to any notice served under the foregoing provisions

3.4     REPAIR

        To put and keep the Premises in good and substantial repair and
        condition (damage to the Premises by any Insured Risk excepted to the
        extent the insurance or the payment of insurance money has not been
        invalidated solely or in part because of some act or default of the
        Tenant or of any person for whom it is responsible) and to renew and
        replace from time to time all landlord's fixtures and fittings in the
        Premises which may become or be beyond repair at any time during or at
        the expiration and any partitioning which may be at the Premises at the
        Term Date or sooner determination of the Term

3.5     DECORATION AND GENERAL CONDITION

        In the last year of the Term (howsoever determined) PROVIDED THAT the
        Tenant will not be required to decorate more than once in any year to
        paint paper or otherwise decorate or treat in a proper and workmanlike
        manner all the inside wood metal and other parts of the Premises
        heretofore or usually or which ought to be painted papered or otherwise
        decorated or treated and in the last year of the Term to obtain the
        prior written approval of the Landlord to the tints colours and patterns
        of all such painting papering and other works of internal decoration
        such approval not to be unreasonably withheld or delayed

3.6     ADDITIONS ALTERATIONS AND SIGNS

        3.6.1   Not to cut injure remove or alter or carry out other work
                affecting the walls beams columns or other load-bearing elements
                surrounding or located within (but excluded from) the Premises

        3.6.2   Not to make any other alteration or addition to the Premises
                except with the Landlord's consent (which will not be
                unreasonably withheld or delayed) and

                                       6
<PAGE>

                (if the consent is given) to carry the work out in a good and
                workmanlike manner Provided Always That the Tenant may without
                any consent of the Landlord install or remove internal
                demountable partitioning subject always to the provisions of
                sub-clause 3.6.4

        3.6.3   Not to affix or to exhibit on any part of the Premises any
                advertisement poster placard name-plate or sign whatsoever
                whether illuminated or not which is visible from outside the
                Premises other than a signboard or name-plate stating the
                Tenant's name and business of a size and design and in a
                location reasonably prescribed by the Landlord

        3.6.4   At the expiration of the Term (howsoever determined) if and to
                the extent required in writing by the Landlord to remove all
                alterations additions and signs made to or installed on the
                Premises by the Tenant and to restore and make good the
                Premises to the plan and design which existed before the
                alterations additions or installations were made to the
                Landlord's reasonable satisfaction

3.7     COMPLIANCE WITH ENACTMENTS

        3.7.1   To comply with all Enactments and with the requirements of every
                Public Authority in respect of the Premises and their use and
                any permitted work being carried out to them 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

        3.7.2   To comply in all respects with the provisions and requirements
                of the Planning Acts insofar as they relate to the Premises

        3.7.3   Forthwith on receipt of any communication or proposal from any
                Public Authority relating to the Premises to send the Landlord
                a copy of it

3.8     LANDLORD'S RIGHT TO ENTER FOR VARIOUS PURPOSES

        To permit the Landlord and all others authorised by it at reasonable
        times on reasonable prior notice (except in an emergency) to enter and
        remain on the Premises with or without equipment for all purposes in
        connection with the Premises or any Adjoining Premises and to carry out
        works thereon which are necessary or in all the circumstances reasonable
        and to allow the Landlord to affix during the last three months of the
        Term (howsoever determined) (but not so as to interfere with the
        Tenant's use and enjoyment of the Premises) notices to the Premises
        PROVIDED THAT whenever the Landlord shall exercise any right of entry
        pursuant to this clause the Landlord shall cause as little inconvenience
        as may be reasonably practicable and shall make good all damage to the
        Premises

3.9     COMPLIANCE WITH NOTICES RELATING TO REPAIR OR CONDITION

        If within one month after service of a notice from the Landlord to
        remedy any breach of covenant relating to the state of repair or
        condition of the Premises (or earlier in the

                                       7
<PAGE>

        case of emergency) the Tenant shall not have commenced and be proceeding
        expeditiously with the remedial work or if in the Landlord's reasonable
        opinion the Tenant is unlikely to have completed or has not completed
        the relevant work by the expiry of two months (or any reasonably shorter
        period in the case of emergency) after service of the notice to permit
        the Landlord to enter the Premises and as the Tenant's agent remedy the
        breach and to pay the Landlord the proper cost of doing so and all
        expenses incurred (including solicitors' costs and surveyors' fees)
        within seven days of demand such cost and expenses being recoverable as
        rent in arrear

3.10    USE

        Not to use the Premises or any tenant's chattels in them:

        3.10.1  for any purpose (and not to do anything in or to the Premises)
                which may be or become or cause a nuisance disturbance
                obstruction or damage to any person or property or to deposit
                any goods materials or refuse on any other parts of the Building
                or cause any nuisance or damage thereto

        3.10.2  for any dangerous noxious noisy illegal or offensive trade
                business or activity or for residential purposes and

        3.10.3  (without prejudice to the preceding sub-clauses) except for the
                Permitted Use

3.1.1   PROHIBITED ALIENATION

        3.11.1  Not to assign underlet or charge part only of the Premises

        3.11.2  Not to permit any underlessee of the Premises to sub-underlet
                the whole or any part thereof or assign part only of the
                premises underlet

        3.11.3  Not to part with possession of the whole or any part of the
                Premises except by an assignment or underlease otherwise hereby
                permitted

        3.11.4  Not to share the possession or occupation of or permit any other
                person to occupy the whole or any part of the Premises Provided
                That where the Tenant is a company it may without consent share
                occupation of the whole or part of the Premises with a company
                which throughout the period of such sharing is a member of the
                same group of companies (as defined by Section 42 Landlord and
                Tenant Act 1954) as the Tenant the Tenant covenanting that:

                3.11.4.1 immediately after the commencement and termination of
                         such sharing it will give written notice thereof to the
                         Landlord;

                3.11.4.2 no tenancy will be created by such sharing; and

                3.11.4.3 upon such company ceasing to be a member of the same
                         group of companies as the Tenant it shall forthwith
                         vacate the Premises

                                       8
<PAGE>

        3.11.5  Not to hold on trust for another the whole or any part of the
                Premises or any interest of the Tenant therein under this Lease

3.12    PERMITTED ALIENATION

        3.12.1  Not to charge the whole of the Premises without the prior
                written consent of the Landlord which consent shall not be
                unreasonably withheld or delayed

        3.12.2  Not to assign the whole of the Premises to another member of the
                same group of companies as the Tenant Provided That subject to
                the succeeding provisions of this Clause 3.12 the Tenant may so
                assign to another member which is a holding company and which is
                not itself a subsidiary ("holding company" and "subsidiary"
                having the meanings given by Section 736 of the Compames Act
                1985)

        3.12.3  Not to assign the whole of the Premises without the prior
                written consent of the Landlord by deed which consent shall not
                be unreasonably withheld or delayed

        3.12.4  Without prejudice to the generality of the preceding sub-clause
                3.12.3 and any other matter or circumstances which may render
                reasonable the Landlord withholding its licence or consent to an
                assignment of the Premises or any other condition subject to
                which it may be reasonable to grant such licence or consent the
                Landlord may withhold its licence or consent to an assignment in
                the circumstances set out in sub-clause 3.12.5 below or such
                licence or consent may be granted subject to the conditions set
                out in sub-clause 3.12.6 below

        3.12.5  The circumstances referred to above are

                3.12.5.1 Where any rents or other monies whatsoever due and
                         payable hereunder by the Tenant remain unpaid

                3.12.5.2 Where there subsists any material breach of any of the
                         covenants by the Tenant herein contained where the
                         Tenant has failed to remedy or the remedy of which has
                         not been adequately secured in a manner or on terms
                         reasonably acceptable to the Landlord

                3.12.5.3 Where neither the Landlord nor its solicitors has
                         received an undertaking from the Tenant's solicitors to
                         pay an estimated figure of the proper and reasonable
                         costs of the Landlord and any superior lessor arising
                         in connection with the application for the licence to
                         assign (including without limiting the foregoing those
                         of solicitors and surveyors) and reasonable
                         disbursements and value added tax whether or not the
                         licence proceeds to completion (save where it is not
                         completed because the Landlord unlawfully withholds its
                         consent)

                                       9
<PAGE>

                3.12.5.4 Where the assignee (or any assignee if more than one
                         person) enjoys diplomatic or state immunity

        3.12.6  The conditions referred to above are:

                3.12.6.1 That the Tenant and the proposed assignee enter into an
                         authorised guarantee agreement (as defined in Section
                         16 of the 1995 Act) and licence to assign in such form
                         as the Landlord shall reasonably require

                3.12.6.2 That any guarantor of the Tenant's obligations under
                         this Lease shall have guaranteed to the Landlord that
                         the Tenant will comply with the terms and conditions of
                         the authorised guarantee agreement referred to in the
                         immediately preceding sub-clause in such form as the
                         Landlord shall reasonably require

                3.12.6.3 That prior to completion of the proposed assignment any
                         surety for the proposed assignee shall first (jointly
                         and severally if more than one) covenant with the
                         Landlord in the terms contained in the Fourth Schedule
                         hereto (as if references therein to the Tenant were
                         references to the Assignee) and otherwise in such terms
                         as the Landlord shall reasonably require

                3.12.6.4 That if the assignee is a company incorporated
                         elsewhere than in Great Britain or is an individual not
                         resident in Great Britain (whether or not with other
                         individuals who may be so resident) the assignee enters
                         into a separate deed with the Landlord which contains
                         the following provisions:

               3.12.6.4.1  (If a company) an agreement by the assignee to
                           register and remain registered pursuant to Schedule
                           2lA of the Companies Act 1985

               3.12.6.4.2 An agreement by the parties that the rights and
                          obligations of the parties under this Lease and all
                          documents supplemental thereto shall be governed by
                          the laws of England

               3.12.6.4.3 An agreement on the part of the assignee that any
                          legal action or proceedings against the assignee with
                          respect to any matter arising under this Lease and any
                          document supplemental thereto may be brought in the
                          English courts

               3.12.6.4.4 The irrevocable and unconditional acceptance by the
                          assignee of the non-exclusive jurisdiction of the
                          English courts in relation to anything arising under
                          this Lease or any document supplemental thereto

                3.12.6.4.5 An irrevocable appointment of an agent in England and
                           Wales authorised to accept service on the assignee in
                           England or Wales


                                       10
<PAGE>

                           of any notice under this Lease or any document
                           supplemental thereto or under any statute and/or
                           process in the jurisdiction of the English courts in
                           any legal action or proceeding arising under this
                           Lease or any document supplemental thereto

                3.12.6.4.6 An agreement by the assignee that should the Landlord
                           bring any judicial proceedings in relation to any
                           matter arising under this Lease or any document
                           supplemental thereto no immunity from such judicial
                           proceedings from attachment of its property or from
                           execution of judgment shall be claimed by the
                           assignee or on the assignee's behalf with respect to
                           the property of the assignee and any such immunity is
                           and shall be waived by the assignee

                3.12.6.4.7 An agreement by the assignee that nothing in the
                           foregoing provisions should affect the right to serve
                           proceedings in any other manner permitted by law or
                           to commence any legal action or proceedings in any
                           other jurisdiction

                3.12.6.4.8 An agreement by the assignee that any order
                           declaration or other decision of the English courts
                           may be enforced in the duly constituted court of the
                           country in which the assignee (being a company) is
                           incorporated or (being an individual) is resident or
                           in the courts of any other country in which the
                           assignee has assets and an undertaking by the
                           assignee to submit to the jurisdiction of such courts

        3.12.7  Not to underlet the whole of the Premises nor permit any
                underlessee of the whole of the Premises to assign such
                underlease without the prior written consent of the Landlord by
                deed which consent shall not be unreasonably withheld or delayed
                and not to so underlet or permit such assignment unless:

                3.12.7.1 the proposed underlessee or assignee has first
                         covenanted directly with the Landlord (jointly and
                         severally if more than one):

                3.12.7.1.1 to pay the rents reserved by the underlease and to
                           perform and observe the covenants by the underlessee
                           and the conditions to be contained in the underlease

                3.12.7.1.2 not to grant any sub-underlease out of such proposed
                           underlease and

                3.12.7.1.3 not to omit or suffer or permit in relation to the
                           premises underlet any act or thing which would or
                           might cause the Tenant to be in breach of this Lease
                           or which if done omitted suffered or permitted by the
                           Tenant would constitute a breach of this Lease

                3.12.7.2 any surety for the proposed underlessee or assignee
                         shall first have covenanted with the Landlord (jointly
                         and severally if more than one) as surety in such form
                         as the Landlord shall reasonably

                                       11
<PAGE>

                         require that the underlessee or assignee (as the case
                         may be) will perform and observe the covenants by the
                         underlessee and the conditions contained in the
                         underlease and the covenants given by the underlessee
                         pursuant to sub-clause 3.12.7.1 and

                3.12.7.3 any proposed underlease is granted in a form first
                         approved in writing by the Landlord such approval not
                         to be unreasonably withheld or delayed without any fine
                         or premium being payable by the Tenant or the
                         underlessee and at a rent equal to the then full rack
                         rental value of the Premises (such rent being payable
                         in advance on the days on which rent is payable under
                         this Lease) and contains provisions approved by the
                         Landlord for the review of the rent thereby reserved on
                         the basis and on the dates on which the rent hereby
                         reserved is to be reviewed

                3.12.7.4 any proposed underlease which creates a tenancy to
                         which Part II of the Landlord and Tenant Act 1954
                         applies contains an agreement authorised by the court
                         pursuant to Section 38(4) of that Act excluding the
                         provisions of Sections 24 to 28 inclusive thereof in
                         relation to that underlease and contains a landlord's
                         option to determine on giving notice to the undertenant
                         of not more than five months duration in the event of a
                         determination notice being served pursuant to Clause
                         5.7 or 5.8 of this Lease

        3.12.8  Not to waive or vary any of the provisions of any underlease of
                the Premises and to enforce (by proceedings arbitration or
                otherwise as may be appropriate) the covenants on the part of
                the underlessee and the provisions for review of rent contained
                in any underlease and not to agree any review of rent pursuant
                thereto without prior written approval of the Landlord under
                this Lease which approval shall not be unreasonably withheld or
                delayed

3.13    REGISTRATION

        3.13.1  Within 28 days next after any transfer assignment mortgage
                charge devolution underletting of or licence to occupy
                (derivative or otherwise) the Premises to give written notice
                thereof to the Landlord and to leave with the Landlord a true
                copy of the instrument effecting or evidencing such transmission
                or devolution of any estate or interest in the Premises and to
                pay a reasonable fee being not less than Thirty Pounds (Pounds
                Sterling 30) for the registration of each such notice and a
                further sum equal to any fee payable by the Landlord to any
                superior lessor in respect thereof and in every underlease of
                the Premises to cause a similar covenant by the underlessee to
                be inserted therein

        3.13.2  From time to time during the Term to furnish the Landlord with
                full particulars of all derivative interests of or in the
                Premises howsoever remote or inferior including particulars of
                the rents payable in respect of such

                                       12
<PAGE>

                derivative interests and such further particulars as the
                Landlord may reasonably require

3.14    INSURANCE AND FIRE FIGHTING EQUIPMENT

        3.14.1  Not to do or omit anything by which any insurance policy of the
                Landlord relating to the Premises or any Adjoining Premises
                becomes void or voidable or by which the rate of premium on such
                policy may be increased

        3.14.2  To comply with all requirements and recommendations of the
                Insurers (including any requirements relating to any period
                during the Term when the Demised Premises shall be vacant and
                unoccupied) and to provide unobstructed appropriate operational
                fire fighting equipment on the Premises

3.15    NOT TO OBSTRUCT OR OVERLOAD

        not to obstruct:

        3.15.1  or damage or use any area leading to the Premises in a way which
                causes nuisance damage or annoyance

        3.15.2  the means of escape in case of emergency from or to the Premises

        3.15.3  or discharge any deleterious matter into any Conduits serving
                the Premises and to keep them clear and functioning properly

        3.15.4  stop-up or darken the windows and other openings of the Premises

        3.15.5  any notice erected by the Landlord under Clause 3.8 nor to
                overload or cause undue strain to the Premises or to any
                structure surrounding or located within (but excluded from) the
                Premises or to any Conduits

3.16    PRESERVATION OF EASEMENTS

        3.16.1  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

        3.16.2  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 known to the Tenant which
                might have that effect

3.17    DEFECTIVE PREMISES

        To give notice to the Landlord as soon as possible after the Tenant
        becomes aware of the same of any defect in the Premises which might give
        rise to:

        3.17.1  an obligation on the Landlord to do or refrain from doing
                anything in relation to the Premises or

                                       13
<PAGE>
       3.17.2 any duty of care or the needed 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

 3.18  YIELD UP

       At the expiration of the Term to remove all tenant's fixtures and
       chattels and to yield up the Promises in the state of repair condition
       decorative order and lay-out required by this Lease

 3.19  COVENANTS

       To observe and perform:

       3.19.1 the obligations of the grantee or licensee contained in every
              consent licence or approval granted in pUrsuance of this Lease
              and

       3.19.2 the Reversionary Obligations and Regulations (if any)

 3.20  CDM REGULATIONS

       3.20.1 In carrying out any works of repair alteration or addition or any
              other works whatsoever to the Premises to fully comply with the
              CDM Regulations

       3.20.2 Within three months after completion of any works of repair
              alterations or additions or any other works whatsoever to the
              Premises to provide the Landlord if applicable with a certified
              copy of the Health and Safety File relating to the Premises
              consequent upon the carrying out of such works

 3.21  INDEMNITY

       To indemnify the Landlord against all claims demands actions proceedings
       liabilities costs charges and expenses arising from any act default or
       negligence of the Tenant or of the servants agents licensees or invitees
       of the Tenant or by any breach of the covenants on the part of the Tenant
       herein contained

 3.22  TO GIVE AND TRANSMIT NOTICES

       Forthwith to deliver to the Landlord a copy of any notice order or
       requirement served upon the Tenant (or on any sub-tenant) and affecting
       the Premises and to take all reasonable steps to comply with the same and
       to make or join with the Landlord in making such objections
       representation or appeals in respect thereof as the landlord may require

 4.  LANDLORD'S COVENANTS

       The Landlord HEREBY COVENANTS with the Tenant as follows:


                                       14

<PAGE>




4.1    Quiet Enjoyment

       That if the Tenant pays the rents hereby reserved and observes and
       performs its covenants contained in this Lease the Tenant may peaceably
       and quietly hold and enjoy the Premises without any lawful interruption
       by the Landlord or any person rightfully claiming through under or in
       trust for it

 4.2   Insurance

       4.2.1  At all times during the Term to keep the Building insured against
              the Insured Risks and (in relation to the risks described in
              clause 1.1) in the full rebuilding value (but not necessarily the
              facsimile reinstatement cost) of the Building

       4.2.2  On request to supply the Tenant with written evidence of such
              insurance

       4.2.3  If and whenever during the Term the Premises are damaged or
              destroyed by an Insured Risk and the payment of the insurance
              monies is not refused in whole or in part by reason Of any act or
              default of the Tenant or of any person for whom it is responsible
              the Landlord will (subject to Clause 5.4) with all reasonable
              speed take the necessary steps to obtain any requisite planning
              permissions and consents and if they are obtained to lay out all
              monies received in respect of such insurance (except sums in
              respect of public liability and loss of rent) in and towards
              replacing (but not necessarily in facsimile reinstatement) the
              damaged or destroyed parts as soon as reasonably practicable.
              PROVIDED ALWAYS THAT the Landlord shall not be liable to do so if
              it is unable (having used all reasonable endeavors) 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 monies received by it

4.3    SERVICES

       To use all reasOnable endeavours to provide the Services in accordance
       with the principles of good estate management PROVIDED ALWAYS THAT the
       Landlord shall not be liable to the Tenant in respect of:

       4.3.1  any failure or interruption in any of the Services by reason of
              necessary repair replacement or maintenance of any installation or
              its damage or destruction or by reason of mechanical or other
              defect or breakdown or any other cause beyond the Landlord's
              control PROVIDED THAT the Landlord shall remedy any failure or
              interruption in any of the Services as soon as reasonably
              practicable

      4.3.2   any act omission or negligence of any person actually undertaking
              Waking any of the Services on the Landlord's behalf but this
              proviso shall not be construed as relieving the Landlord from
              liability for breach by the Landlord itself of its covenant in
              this Clause and the Landlord may from time to time withhold add or
              extend and vary or make any alteration in the nature of matters

                                       15

<PAGE>





              previously performed as Services if the Landlord considers it
              reasonably necessary or in the interest of good estate
              management

 5.    PROVISOS

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

 5.1   RE-ENTRY

       Without prejudice to any other remedies and powers contained in this
       Lease or otherwise available to the Landlord if

       5.1.1  the whole or part of the rents shall be unpaid for 21 days after
              becoming payable (in the case of the Principal Rent whether
              formally demanded or not)

       5.1.2  any of the Tenant's covenants in this Lease are not performed or
              observed

       5.1.3  the Tenant (or if more than one person any one of them being a
              company) is the subject of a petition for its winding-up or 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 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 of the Insolvency Act 1986 or is unable to
              pay its debts within the meaning of Section 123 of the Insolvency
              Act 1986 or is otherwise insolvent or having been registered with
              unlimited liability it acquires limited liability

       5.1.4  the Tenant (or if more than one person any one of them 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 of the Insolvency Act 1986 or
              otherwise becomes bankrupt or insolvent or

       5.1.5  the Tenant enters into or makes any proposal to enter into any
              arrangement or composition for the benefit of its creditors

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

 5.2   RENT CESSER

       If and whenever during the Term:

       5.2.1  the Building is destroyed or damaged by an Insured Risk so that
              the Premises are unfit for occupation and use or is incapable of
              reasonable access and


                                       16


<PAGE>


       5.2.2  the insurance of the Premises and the payment of any insurance
              money has not been vitiated by the act neglect default or omission
              of the Tenant or of any person for whom it is responsible

       the Principal Rent or a fair proportion 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 the date on which the
       Premises are made fit for occupation and use or until the third
       anniversary of the date of destruction or damage whichever shall first
       occur and any dispute about such suspension and cesser shall be referred
       to the award of a single arbitrator to be appointed in default of
       agreement on the application of either party by the President for the
       time being of the Royal Institution of Chartered Surveyors in accordance
       with the Arbitration Act 1996.

5.3    NOTICES

       In addition to any other mode of service any notice required or
       authorized to be given under this Lease shall be validly served if served
       in accordance with Section 196 of the Law of Property Act 1925 as amended
       by the Recorded Delivery Service Act 1962

5.4    DETERMINATION ON DESTRUCTION

       5.4.1  If the Premises shall be so destroyed or damaged by an Insured
              Risk as to be in the Landlord's reasonable opinion unfit for
              occupation and use the Landlord may by not less than six months'
              notice served within 12 months after the date of destruction or
              damage determine this Lease and upon the expiry of such notice
              this Lease and the Term shall determine without prejudice to any
              rights or remedies which may have accrued to either party IN
              respect of any breach of any of the covenants or obligations
              contained in this Lease

       5.4.2  If reinstatement of the Premises pursuant to Clause 4.2.3
              hereof shall not have been completed so as to render the Premises
              suitable for occupation and use oil the day immediately following
              the expiration of the period of loss of rent insurance to be
              effected by the Landlord hereunder (in this Clause referred to as
              "Relevant Period") then either the Landlord or the Tenant may at
              any time thereafter (but not after the date of practical
              completion in relation to such reinstatement) determine this Lease
              by giving written notice to the other

       5.4.3  Any such determination shall be without prejudice to any claim
              by either party against the other in respect of any antecedent
              breach of covenant and upon such determination any insurance
              monies shall belong to the Landlord absolutely

5.5    OUTSIDE NORMAL BUSINESS HOURS

       The Tenant shall be entitled to use the Premises outside Normal Business
       Hours subject to the Tenant paying to the Landlord a sum equal to the
       fair reasonable and proper proportion (as the Landlord's surveyor shall
       from time to time notify in writing


                                       17
<PAGE>






       to the Tenant) of the cost of providing the relevant Services and the
       security for the Building outside Normal Business Hours and provided that
       any monies payable by the Tenant in accordance with the provisions of
       Clause 6 shall become due to the Landlord on demand and in the event of
       non-payment by the Tenant within seven days after any demand the same
       shall be recoverable by the Landlord at its option either as rent in
       arrear or as liquidated damages

5.6    CONSENTS EASEMENTS NOTICES ETC.

       5.6.1  Any licence or consent to be given by the Landlord pursuant to
              this Lease shall unless the Landlord otherwise first expressly
              agrees in writing be given only by deed under seal duly executed
              by the Landlord

       5.6.2  The Tenant shall not by virtue of this demise be deemed to have
              acquired or be entitled to nor shall it during the Term acquire or
              become entitled by any means whatever in respect of the Demised
              Premises to any easement from or over or affecting any other land
              or premises now or at any time hereafter belonging to the Landlord
              and not comprised in this demise

       5.6.3  Notwithstanding any rights hereby granted to the Tenant and the
              covenants by the Landlord contained in this Lease the Landlord may
              at any time hereafter without obtaining any consent from the
              Tenant and without paying any compensation to the Tenant erect any
              new buildings of any height depth or width on any land not
              included in this demise now or at any time hereafter belonging to
              the Landlord or raise to any height or extend or add to in width
              or depth or otherwise alter any existing or new building on any
              such land whether or hot such new or extended or altered building
              may obstruct or affect the passage of light and air or the access
              to the Demised Premises or any new building replacing the Demised
              Premises in whole or in part

      5.6.4   Any notice to be served or given hereunder shall be in writing and
              shall be sufficiently served or given:

              5.6.4.1    on or to the Tenant or any surety if delivered to or
                         sent by recorded delivery or registered post to the
                         Tenant or the surety at the Demised Premises or to its
                         usual principal place of business in the United Kingdom
                         or (if a company) to its registered office which at the
                         date of such delivery or sending is registered with the
                         Registrar of Companies or (if an individual) to his
                         usual place of abode in the United Kingdom and if sent
                         by recorded delivery or registered post such service
                         shall be deemed to be made on the working day following
                         the date of posting and

              5.6.4.2    on or to the Landlord if delivered to or sent by
                         recorded delivery or registered post to the Landlord at
                         its registered office which at the date of such
                         delivery or sending is registered with the Registrar of
                         Companies or to such other address for service as the
                         Landlord shall from time to time notify in writing to
                         the Tenant hereunder and if sent by recorded delivery
                         or registered post such

                                       18
<PAGE>




                         service shall be deemed to be made on the working day
                         following the date of posting

 5.7   NO WARRANTY BY LANDLORD

       The Landlord gives no warranty that the Premises are suitable for the
       purposes of the Tenant or for any purpose or that any use thereof is
       authorised under the Planning Acts

 5.8   TENANT'S OPTION TO DETERMINE

       The Tenant may determine this Lease on 16 January 2005 ("Determination
       Date") by giving to the Landlord not less than 6 months' prior written
       notice of such determination expiring on the Determination Date and if
       such notice is given then on the Determination Date this Lease shall
       absolutely determine and be of no further effect but such determination
       shall be without prejudice to the rights of either party in respect of
       any antecedent claim or breach of covenant or condition hereunder

 5.9   LANDLORD'S OPTION TO DETERMINE

       The Landlord may determine this Lease on the Determination Date by giving
       to the Tenant not less than 6 months' prior written notice expiring on
       the Determination Date and if such notice is given then on the
       Determination Date this Lease shall absolutely determine and be of no
       further effect but such determination shall be without prejudice to the
       rights of either party in respect of any antecedent claim or breach of
       covenant or condition hereunder

5.10   UNDERLEASES

       In the event that any underleases have been granted by the Tenant
       pursuant to the terms of this Lease and either or both of the Landlord
       and the Tenant exercise their options to determine contained in clauses
       5.7 and 5.8 hereof the Tenant covenants to exercise its option to
       determine contained therein in order to deliver up vacant possession of
       the Premises On the Determination Date

6.     SERVICE RENT

6.1    For the purposes of this Lease the following words and expressions shall
       have the following meanings:

       "ACCOUNT DATE" 24 June in every year of the Term or such other date as
        the Landlord may from time to time nominate and

       "SERVICE PERIOD" the period:

       (i)    from the Lease Date to (and including) the first Account Date

       (ii)   between two consecutive Account Dates (excluding the first and
              including the second) and


                                       19
<PAGE>


       (iii)  commencing immediately after the last Account Date of the Term
              and ending on the expiration of the Term

6.2    The Landlord shall as soon as convenient after each Account Date prepare
       an account showing the Service Expenditure for the Service Period ended
       on that Account Date and containing a fair and proper summary of the
       expenditure referred to and upon the account being certified by the
       Landlord's managing agents it shall be conclusive evidence for the
       purposes of this Lease of all matters of fact referred to except in case
       of manifest error

6.3    The Tenant shall pay the Landlord on account of Service Rent the
       Provisional Sum iii relation to each Service Period the first payment
       (being a proportionate sum in respect of the period commencing on the
       Lease Date and ending immediately before the quarter day next after the
       Lease Date) to be made on the Lease Date and the subsequent payments to
       be made by equal instalments in advance on the usual quarter days

 6.4   If the Service Rent for any Service Period:

       6.4.l  exceeds the Provisional Sum for that Service Period the excess
              shall be due to the Landlord within seven days of demand or

       6.4.2  is less than the Provisional Sum for that Service Period either
              the overpayment shall be credited to the Tenant against subsequent
              payments on account of Service Rent until the overpayment is
              balanced or promptly repaid to the Tenant following determination
              of the Term

 7.    SURETY'S COVENANTS

       The Surety in consideration of the demise hereinbefore contained having
       been made at the Surety's request hereby covenants with the Landlord and
       the successors in title of the Landlord in the terms contained in the
       Fourth Schedule hereto

 8.    1995 ACT

       It is agreed and declared that the tenancy hereby created is a new
       tenancy for the purposes of the 1995 Act

 9.    CONTRACTS (RIGHTS OF THIRD) PARTIES) ACT 1999

      Unless otherwise expressly stated nothing in this Lease shall create or
      confer any rights or other benefits pursuant to the Contracts (Rights of
      Third Parties) Act 1999 in favour of any person other than the parties to
      this Lease

10.    EXCLUSION OF LANDLORD AND TENANT ACT 1954

       Having been authorised to do so by an Order of the Reading County Court
       made on 2003 under Section 38(4)(a) of the Landlord and Tenant Act 1954
       the

                                       20




<PAGE>


       parties agree that the provisions of Section 24 to 28 of the Landlord and
       Tenant Act 1954 shall be excluded in relation to the 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







                                       21












<PAGE>
                               THE FIRST SCHEDULE

                                  THE PREMISES

ALL THOSE office premises located on the second floor of the Building which are
shown outlined in red on Plan 2 including the plaster on the walls and columns
and the other surface coverings of the floors (including the floor screed) walls
columns and ceilings the doors window frames and all glazing but excluding

(1)      the Conduits which serve the Premises and any Adjoining Premises

(2)      the load-bearing parts of all floors structural walls columns and beams
         surrounding or located within the Premises and of the ceilings and

(3)      the air conditioning plant and equipment


                                       22
<PAGE>

                               THE SECOND SCHEDULE

                                 RIGHTS GRANTED

To the Tenant the benefit of the rights:

1.       To the passage and running of water soil gas electricity telephone
         information and other services or supplies to and from the Premises
         through the Conduits in or under the Building

2.       Support and protection as is now enjoyed from the Building

3.       (In common with the Landlord and all other persons having a like right)
         to pass and repass to and from the Premises at all times and for all
         purposes connected with the Permitted Use (but not otherwise) over and
         along those parts of the Building which are designed and intended for
         those purposes including the use of the lift (if any)

4.       To use such toilets within the Building as the Landlord may from time
         to time reasonably designate

5.       To display the name and business of the Tenant and any sub tenant in
         the ground floor reception area of the Building in such place and of
         such size as the Landlord shall reasonably designate


                                       23
<PAGE>
                               THE THIRD SCHEDULE

                           EXCEPTIONS AND RESERVATIONS

To the Landlord (and all other persons authorised by the Landlord or having like
rights) the free and uninterrupted rights:

1.       To the passage and running of water soil gas electricity telephone and
         other services or supplies to and from any Adjoining Premises through
         the Conduits in or under the Premises

2.       For the Landlord to enter the Premises for the purposes permitted by
         this Lease

3.       Of light air and protection now or after the date of this Lease enjoyed
         by any Adjoining Premises

4.       At any time hereafter to alter rebuild make connections to or demolish
         any building on any Adjoining Premises in such manner as the person
         exercising the right shall think fit notwithstanding the same may
         obstruct affect or interfere with the amenity of or the passage of
         light and air to the Premises or have an insubstantial effect on the
         means of access to the Premises

5.       To erect and retain for a reasonable period scaffolding notwithstanding
         that if may temporarily restrict the access to or enjoyment and use of
         the Premises

6.       For one or more members of the security staff employed by the Landlord
         or its agents at any reasonable time or times upon reasonable written
         notice (except in the case of an emergency) to enter the Premises if
         the Landlord considers it necessary or desirable to do so in connection
         with the security of the Building

         PROVIDED THAT if the Landlord exercises any of the above rights by
         carrying out work on the Premises it shall forthwith make good any
         damage caused to the Premises unless the right has been exercised
         because of some breach by the Tenant and cause the Tenant as little
         inconvenience as is reasonably practicable.


<PAGE>
                               THE FOURTH SCHEDULE

                               COVENANTS BY SURETY

1.       That the Tenant will pay the rents and other monies hereby reserved and
         made payable on the days and in manner aforesaid and will duly perform
         and observe all the covenants on the Tenant's part herein contained

2.       That in case of default in such payment of rent or other monies or
         performance or observance of any of the covenants as aforesaid during
         the currency of the Term and also thereafter during such period as the
         Tenant remains in occupation of the Premises the Surety will pay and
         make good to the Landlord on demand all reasonable and proper loss
         damages costs and expenses thereby arising or incurred by the Landlord

3.       That the liability of the Surety under this covenant shall not be in
         any way affected nor shall the Surety be released or exonerated by:

3.1      any neglect or forbearance of the Landlord in endeavouring to obtain
         payment of the said rents or other monies when the same become payable
         or in enforcing the performance or observance of the covenants herein
         on the Tenant's part contained or any time which may be given by the
         Landlord to the Tenant

3.2      any variation waiver release or modification of any of the terms of
         this Lease or the granting of any consent under this Lease

3.3      the surrender of any part of or other change or modification of or to
         the Premises or any part thereof and

3.4      any release by the Landlord of the Tenant or of any successor in title
         of the Tenant or of any one or more of the persons (if more than one)
         acting as the Surety from any liability under this Lease

4.       That in the event of this Lease being disclaimed by the Tenant or on
         behalf of the Tenant under any statutory or other power the Surety will
         at the expense of the Surety take from the Landlord (but only if so
         required by the Landlord by written notice to the Surety within six
         months after such disclaimer) a grant of a new lease of the Premises
         for the residue of the Term unexpired at the date of such disclaimer a
         rent of one hundred thousand pounds (L.100,000) per annum and subject
         to the like covenants and conditions as are contained in this Lease and
         in any licence or deed supplemental or relating to this Lease (but
         effective from the date of this Lease insofar as any of such covenants
         and conditions shall not have been performed and observed by the
         Tenant) and on the execution of such new lease the Surety shall execute
         and deliver to the Landlord a counterpart thereof


                                       25
<PAGE>

5.       That if the Landlord shall not require the Surety to take a new lease
         of the Premises pursuant to the foregoing paragraph the Surety shall
         nevertheless upon demand pay to the Landlord a sum equal to the rents
         and all other outgoings that would have been payable under this Lease
         but for the disclaimer or other event as aforesaid until the expiration
         of six months from the date of the disclaimer or other event as
         aforesaid

6.       That the Surety waives any right to participate in any review of rent
         under this Lease and any rights the Surety may have of first requiring
         the Landlord to proceed against or claim payment from the Tenant or any
         other person and the Surety agrees to subordinate and does hereby
         subordinate any and all claims the Surety may have against the Tenant
         existing now or arising later (whether in respect of payment made under
         this Schedule or otherwise) to any and all claims by the Landlord under
         this Lease



<PAGE>


EXECUTED as a DEED              )
by SEEC EUROPE LIMITED          )
acting by:                      )


                                                /s/ RAVINDRA KOKA

                                     Director   RAVINDRA KOKA
                                     Directory/Secretary    RICHARD J. GOLDBACH





EXECUTED as a DEED              )
by SEEC INC                     )
acting by:                      )


                                     Director   RAVINDRA KOKA
                                     Asst./Secretary    RICHARD J. GOLDBACH


<PAGE>


                                  (FLOOR PLAN)



<PAGE>

                                  (FLOOR PLAN)




<PAGE>


                                  (FLOOR PLAN)





<PAGE>

EXECUTED as a DEED              )
by SEEC EUROPE LIMITED          )
acting by:                      )


                                                /s/ RAVINDRA KOKA

                                     Director   RAVINDRA KOKA
                                     Directory/Secretary    RICHARD J. GOLDBACH





EXECUTED as a DEED              )
by SEEC INC                     )
acting by:                      )


                                     Director   RAVINDRA KOKA
                                     Asst./Secretary    RICHARD J. GOLDBACH