<PAGE>

LEASE                                                      Dated 24th June 1996




    Landlord:      CAPITAL & COUNTIES PLC

    Tenant:        BRITE VOICE SYSTEMS GROUP LIMITED




                                   Brook House Gatley










            New General Purpose Lease                   Debenham & Co.
                     LSEGPN.D                            20 Hans Road
             Author of Standard: FS                      Knightsbridge
         Last Revised:  30th April 1996                London SW3 1RT
  
             @ Debenham & Co 1995 







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CONTENTS
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CLAUSE                                                                     PAGE

CLAUSE 1     PARTICULARS..................................................    1

CLAUSE 2     DEFINITIONS..................................................    4

CLAUSE 3     INTERPRETATION...............................................    9

3.1          Rights of the Landlord.......................................    9
3.2          Act or default of the Tenant.................................    9
3.3          Approvals of any superior landlord and mortgagee.............    9
3.4          Consent of the Landlord, approval, etc.......................    9
3.5          English law..................................................    9
3.6          Gender and number............................................    9
3.7          General and particular words.................................    9
3.8          Headings.....................................................    9
3.9          Joint and separate obligations...............................   10
3.10         Last year and end of the Tenancy.............................   10
3.11         Perpetuity period............................................   10
3.12         Person and party.............................................   10
3.13         Rights and obligations.......................................   10
3.14         Statute......................................................   10
3.15         Superior landlord............................................   11
3.16         Tenant not to allow act......................................   11

CLAUSE 4     LETTING......................................................   12

4.1          Letting......................................................   12
4.2          Rights and reservations......................................   12

CLAUSE 5     TENANT'S RIGHTS..............................................   13

CLAUSE 6     LANDLORD'S RIGHTS............................................   14

6.1          Conducting Media.............................................   14
6.2          Light, support, etc..........................................   14
6.3          Entry by Landlord............................................   14
6.4          Landlord's right to carry out works on other premises........   15
6.5          Letting board, etc...........................................   15
6.6          Goods left on the Property...................................   15
6.7          Variation on implied rights..................................   15

CLAUSE 7     TENANT'S COVENANTS...........................................   16

7.1          Rent.........................................................   16
7.2          Outgoings....................................................   16
7.3          Interest.....................................................   16
7.4          Repair and decoration........................................   17
7.5          Maintenance..................................................   17
7.6          Contribution to repair of party walls etc....................   18
7.7          Repair on notice.............................................   18
7.8          Compliance with statutory requirements, etc..................   18
7.9          Restrictions on dealings.....................................   19


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CLAUSE                                                                     PAGE

7.10         Registration of assignments, etc.............................   22
7.11         Information..................................................   22
7.12         Alterations..................................................   23
7.13         Signs and Notices............................................   23
7.14         Cost of removal by Landlord of unauthorised signs, etc.......   23
7.15         Service installations........................................   23
7.16         Nuisance.....................................................   24
7.17         Use..........................................................   24
7.18         Overloading..................................................   24
7.19         Notices......................................................   24
7.20         Planning.....................................................   24
7.21         Encroachments................................................   24
7.22         Maintenance agreements.......................................   25
7.23         Defective premises...........................................   25
7.24         Landlord's rights............................................   25
7.25         Landlord's Regulations.......................................   25
7.26         The CDM Regulations..........................................   25
7.27         Landlord's costs.............................................   26
7.28         Indemnities..................................................   27
7.29         Yield up.....................................................   27
7.30         VAT..........................................................   27
 
CLAUSE 8     LANDLORD'S COVENANTS.........................................   28

             Quiet enjoyment..............................................   28

CLAUSE 9     INSURANCE....................................................   29

9.1          Landlord to insure Property..................................   29
9.2          Additional Landlord's fixtures...............................   29
9.3          Landlord to inform Tenant of insurance cover.................   29
9.4          Damage to Property...........................................   29
9.5          Option to terminate following damage by an Insured Risk......   30
9.6          Option to terminate following damage by an Excluded Risk.....   30
9.7          Application by Tenant for new lease following termination....   31
9.8          Tenant's obligations in respect of Landlord's insurances.....   31
9.9          Tenant's insurance...........................................   32

CLAUSE 10    SUSPENSION OF RENT...........................................   33

10.1         Application..................................................   33
10.2         Suspension...................................................   33
10.3         Disputes.....................................................   33

CLAUSE 11    FORFEITURE...................................................   34

CLAUSE 12    DECLARATIONS, WARRANTIES AND MISCELLANEOUS...................   35

12.1         Representations and exclusion of use warranty................   35
12.2         Accidents....................................................   35
12.3         Payments recoverable as rent.................................   35
12.4         Release of the Landlord......................................   35
12.5         Service of notices...........................................   35
12.6         Jurisdiction of the English courts...........................   35
12.7         Tenant's option to terminate.................................   36


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CLAUSE                                                                     PAGE

CLAUSE 13    ARBITRATION OR DETERMINATION BY EXPERT.......................   37

13.1         Contrary Provision...........................................   37
13.2         Arbitration..................................................   37
13.3         Determination by an expert...................................   37
13.4         Expert's terms of appointment................................   37
13.5         Experience of arbitrator or expert...........................   38
13.6         Non-payment of costs of arbitrator or expert.................   38

CLAUSE 14    RENT REVIEW..................................................   39

14.1         Definitions..................................................   39
14.2         New Rent.....................................................   41
14.3         Memorandum...................................................   41
14.4         Delay........................................................   41

CLAUSE 15    GUARANTEE....................................................   42

15.1         Definition...................................................   42
15.2         Guarantee....................................................   42
15.3         New lease on disclaimer, etc.................................   42
15.4         Waiver by Guarantor of rights................................   43
15.5         Guarantor's liability not to be prejudiced...................   44
15.6         Surrender of part by Original Tenant.........................   44
15.7         Benefit of guarantee.........................................   44
15.8         Change of address............................................   44



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LEASE

PARTICULARS
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CLAUSE 1

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1.1   DATE                       24TH JUNE 1996

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1.2   HEADLEASE/UNDERLEASE       This lease is a headlease.

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1.3   PARTIES

      1.3:1  Landlord            CAPITAL & COUNTIES PLC
                                 Registered office: 40 Broadway  London SW1H
                                 0BU
                                 (Company registration number:  280739).

                                 ----------------------------------------------
      1.3:2  Tenant              BRITE VOICE SYSTEMS GROUP LIMITED
                                 Registered office: Dennis House Marsden Street
                                 Manchester M2 1JD
                                 (Company registration number:  2601740)

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1.4   PROPERTY                   BROOK HOUSE (formerly Bridge House)
                                 Stonepail Close Gatley Stockport Sk8 4HZ being 
                                 the whole of the land and buildings comprised
                                 in the Landlord's freehold title number 
                                 GM681354

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1.5   CONTRACTUAL TERM           TEN YEARS from and including the 24th June 
                                 1996.

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                                        1

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1.6   RENT

      1.6:1  Amount              To and including the 24th December 
                                 1996 TWENTY THOUSAND FIVE HUNDRED AND 
                                 FOURTEEN POUNDS (L20,514) a year; from and 
                                 including 25th December 1996 to and 
                                 including the 23rd June 1997 ONE HUNDRED AND 
                                 SEVENTY SEVEN THOUSAND SEVEN HUNDRED AND 
                                 EIGHTY EIGHT POUNDS (L177,788) a year; from 
                                 and including 24th June 1997 to and 
                                 including 23rd June 1998 TWO HUNDRED AND 
                                 THIRTY-TWO THOUSAND FOUR HUNDRED AND 
                                 NINETY-TWO POUNDS (L232,492) a year; from 
                                 and including 24th June 1998 to and 
                                 including the 23rd June 1999 TWO HUNDRED AND 
                                 NINETY FOUR THOUSAND AND THIRTY FOUR POUNDS 
                                 (L294,034) a year; from and including 24th 
                                 June 1999 to and including the 23rd June 
                                 2001 THREE HUNDRED AND TWENTY ONE THOUSAND 
                                 THREE HUNDRED AND EIGHTY SIX POUNDS 
                                 (L321,386) a year and thereafter THREE HUNDRED
                                 THOUSAND EIGHT HUNDRED AND SEVENTY TWO 
                                 POUNDS (L300,872) a year as varied from time 
                                 to time under the provisions of this Lease 
                                 (including in particular the provisions for 
                                 review in clause 14).

                                 ----------------------------------------------
      1.6:2  Rent                24th June 1996

             Commencement
             Date

                                 ----------------------------------------------
      1.6:3  First Rent Payment  24th June 1996
             Date

                                 ----------------------------------------------
      1.6:4  Review Dates        24th June 2001 only.

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1.7   INSURANCE RENT
      COMMENCEMENT DATE          24th June 1996

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                                        2

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      1.8  PERMITTED USE         Offices within Class B1 of the Town 
                                 and Country Planning (Use Classes) 
                                 Order 1987 and ancillary purposes

      1.9  LANDLORD AND TENANT
           (COVENANTS) ACT       1995
                                 This Lease is a new tenancy under 
                                 section 1 of the Landlord and Tenant 
                                 (Covenants) Act 1995


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                                        3


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DEFINITIONS

CLAUSE 2

In this Lease the following definitions apply:

"ARBITRATION"                    arbitration under clause 13.2.

"AUTHORISED GUARANTEE            has the meaning given to "authorised guarantee 
AGREEMENT"                       agreement" in section 28 of the Landlord and 
                                 Tenant (Covenants) Act 1995.

"BASE RATE"                      the base rate from time to time of Barclays 
                                 Bank PLC or, if that is not available, the most
                                 closely comparable rate of interest, to be 
                                 determined (if not agreed) by Arbitration.

"CONDUCTING MEDIA"               all conducting media, including (but not 
                                 limited to) pipes, flues, ducts, wires, 
                                 cables, drains, sewers, gutters, gullies and 
                                 channels and their ancillary plan and 
                                 equipment.

"CONTRACTUAL TERM"               the term specified in clause 1.5.

"EXCLUDED REVIEW                 (see clause 14.1)
MATTERS"

"EXCLUDED RISK"                  any risk which would have fallen within the 
                                 definition of "Insured Risks" but for the 
                                 Landlord exercising its discretion to 
                                 exclude the risk from that definition.

"FAIR PROPORTION"                the fair proportion reasonably determined 
                                 from time to time by the Landlord's Surveyor.

"first rent payment date"        the date specified in clause 1.6:3.

"group company"                  a company which is a member of the same 
                                 group as the Landlord or the Tenant (as the 
                                 case may be).  For the purpose of this 
                                 definition:

                                 (a)  a company is a "subsidiary" of another 
                                      company if that other company:

                                        (i) holds a majority of the voting 
                                            rights in it, or

                                       (ii) is a member of it and has the right
                                            to appoint or remove a majority of 
                                            its board of directors, or

                                      (iii) is a member of it and controls 
                                            alone, under an agreement with 
                                            other shareholders or members, a 
                                            majority of the voting rights in it.


                                        4


<PAGE>

                                 (b)  two companies shall be taken to be 
                                      members of the same group if, and only if:

                                        (i) one is a subsidiary of the other, or

                                       (ii) both are subsidiaries of a third, 
                                            or

                                      (iii) one is a subsidiary of a company 
                                            which itself is a subsidiary of the
                                            other.

"GUARANTOR"                      the person (if any) so named in clause 1.3:3.

"INSURANCE RENT"                 a sum equal to the cost of the insurances 
                                 described in clause 9.1 (including the cost 
                                 of any insurance valuations).

"INSURANCE RENT                  the date specified in clause 1.7.
COMMENCEMENT DATE" 

"INSURED RISKS"                  (a)  fire, explosion and lightning.

                                 (b)  impact,

                                 (c)  earthquake,

                                 (d)  aircraft (other than hostile aircraft) 
                                      and things dropped from aircraft,

                                 (e)  flood, storm and tempest,

                                 (f)  bursting or overflowing of water tanks, 
                                      apparatus, pipes, boilers, or heating 
                                      equipment,

                                 (g)  riot and civil commotion, and
 
                                 (h)  malicious damage,

                                 (i)  accidental damage to all plate glass in 
                                      the Property and any other risks which 
                                      the Landlord or any superior landlord may
                                      from time to time reasonably insure, and
                                      an "Insured Risk" means one of the risks.
                                      Except that a risk will not be an 
                                      "Insured Risk" to the extent that, in the
                                      reasonable opinion of the Landlord's 
                                      Surveyor, insurance cover is not 
                                      available in the normal market at a 
                                      reasonable premium and the Landlord 
                                      elects not to take out such insurance 
                                      cover for the Property and gives 
                                      reasonable prior written notice to the 
                                      Tenant of such election.

"LANDLORD"                       the person named in clause 1.3:1 or any 
                                 other person who, at the relevant time, is 
                                 entitled to the immediate reversion on this 
                                 Lease.


                                        5


<PAGE>

"LANDLORD'S SURVEYOR"            the person from time to time appointed by 
                                 the Landlord to act as its surveyor for any 
                                 purpose under this Lease, who shall be a 
                                 professionally qualified surveyor, and may 
                                 be an employee of the Landlord.

"THIS LEASE"                     this lease, as varied and supplemented by 
                                 any document.

"NON-REINSTATEMENT               (see clause 9.6:1).
NOTICE" 

"OPEN MARKET RENT"               (see clause 14.1).

"ORIGINAL LANDLORD"              the person named in clause 1.3:1.

"ORIGINAL TENANT"                the person named in clause 1.3:2.

"PLANNING ACTS"                  the Local Government Planning and Land Act 
                                 1980, the Town and Country Planning Act 
                                 1990, the Planning (Listed Buildings and 
                                 Conversation Areas) Act 1990, the Planning 
                                 (Hazardous Substances) Act 1990 the Planning 
                                 (Consequential Provisions) Act 1990 and the 
                                 Planning and Compensation Act 1991 and any 
                                 later similar legislation.

"PLANNING CONTROL"               has the meaning given to it by the Town and 
                                 Country Planning Act 1990.

"PRESIDENT OF THE RICS"          the President for the time being of The 
                                 Royal Institution of Chartered Surveyors, or 
                                 the person for the time being authorised to 
                                 act on his behalf.

"PROPERTY"                       the premises described in clause 1.4, 
                                 including:

                                 (a)  any vaults below or adjoining the 
                                      premises,

                                 (b)  any pavement lights serving the premises,

                                 (c)  Conducting Media within the premises 
                                      which do not belong to suppliers,

                                 (d)  Conducting Media outside the premises 
                                      which exclusively serve the premises and
                                      do not belong to suppliers,

                                 (e)  landlord's fixtures in or forming part 
                                      of the premises, (including any toilets 
                                      and sanitary ware),

                                 (f)  any additions to the premises, and

                                 (g)  any grounds and approaches belonging to 
                                      the premises,

                                 but excluding

                                 (h)  tenant's fixtures.


                                        6



<PAGE>




                              [SAME AS FOLIO 6]




                                        7



<PAGE>

"RENT"                           the amount (subject to variation and review) 
                                 specific in clause 1.6:1.

"RENT COMMENCEMENT               the date specified in clause 1.6:2.
DATE"

"REVIEW ASSUMPTIONS"             (see clause 14.1).

"REVIEW DATE"                    (see clause 14.1).

"SIGNS AND NOTICES"              signs, notices, placards, posters, stickers, 
                                 advertisements, flags, logos, lettering and 
                                 numerals.

"TENANCY"                        the contractual tenancy created by this 
                                 Lease and any further tenancy of the 
                                 Property during any period of holding over 
                                 or extension or continuation of the 
                                 contractual tenancy by statute or under 
                                 common law.

"TENANT"                         the Original Tenant and its successors in 
                                 title as tenant under this Lease.

"TENANT COVENANT"                means a "tenant covenant" (as defined by 
                                 section 28 of the Landlord and Tenant 
                                 (Covenants) Act 1995) which relates to the 
                                 tenancy created by this lease.

"TERMINATION EVENT"              (see clause 15.1).

"TERMINATION NOTICE"             (see clause 9.6:2.2.)

"VAT"                            value added tax and any similar tax.




                                        8





<PAGE>

INTERPRETATION
-------------------------------------------------------------------------------

CLAUSE 3

This clause contains directions for interpretation, which apply unless a 
contrary intention is clear from the wording elsewhere in this Lease.

3.1   RIGHTS OF THE LANDLORD

      References to the rights of the Landlord are deemed to include the same 
      rights for any superior landlord, and anyone authorised by the Landlord 
      or a superior landlord.

3.2   ACT OR DEFAULT OF THE TENANT

      References to the act or default or fault of the Tenant, and words to 
      similar effect shall include any act, default or fault of anyone at the 
      Property with the Tenant's authority and under the Tenant's control.

3.3   APPROVALS OF ANY SUPERIOR LANDLORD AND MORTGAGEE

      Any provision in this Lease requiring the consent or approval of the 
      Landlord is to be construed as also requiring any necessary consent or 
      approval of:

      3.3:1  any superior landlord, and

      3.3:2  any mortgagee of the Landlord's or any superior landlord's interest
             in the Property,

      where such consent or approval shall be required.

3.4   CONSENT OF THE LANDLORD, APPROVAL, ETC.

      References to consent of the Landlord, and words to similar effect, 
      mean a prior consent in writing signed by or for the Landlord. 
      References to approved and authorised and words to similar effect, mean 
      previously approved or authorised in writing.

3.5   ENGLISH LAW

      This Lease shall be governed by and interpreted in accordance with 
      English law.

3.6   GENDER AND NUMBER

      Words of one gender include all other genders. Singular words include 
      the plural and vice versa.

3.7   GENERAL AND PARTICULAR WORDS

      General words are not limited because they are preceded or followed by 
      particular words in the same category or covering the same topic.

3.8   HEADINGS

      Any footnotes, headings, index, marginal notes, table of contents and 
      underlinings are for guidance only, not interpretation.



                                        9

<PAGE>

3.9   JOINT AND SEPARATE OBLIGATIONS

      If an obligation is owed to or by more than one person, that obligation 
      is owed to or by those persons separately, jointly or in any 
      combination.

3.10  LAST YEAR AND END OF THE TENANCY

      References to the last year of the Tenancy, or other period related to 
      the end of the Tenancy, and words to similar effect include the last 
      year of the Tenancy or such other period (as the case may be), even if 
      it ends before the end of the Contractual Term. References to the end 
      of the Tenancy and words to similar effect are to be similarly 
      interpreted.

3.11  PERPETUITY PERIOD

      The perpetuity period applicable to this Lease is eighty (8O) years 
      from the start of the Contractual Term. Whenever in this Lease any 
      party is granted a future interest that interest must vest within such 
      perpetuity period and if it has not it will be void for remoteness.

3.12  PERSON AND PARTY

      3.12:1  Any reference to a person includes a company, corporation or 
              other legal entity.

      3.12:2  Any reference to "parties" or "party" means the Landlord and 
              the Tenant or either of them but, in the absence of a specific
              reference to the contrary, does not include any 
              Guarantor.

3.13  RIGHTS AND OBLIGATIONS

      3.13:1  The Tenant or any undertenant or occupier of the Property shall 
              not after the date of this Lease and during the Tenancy acquire
              any implied or prescriptive right or easement from or over or 
              affecting any neighbouring premises in which the Landlord from 
              time to time has a freehold or leasehold interest.

      3.13:2  Rights granted are not exclusive to the Tenant.

      3.13:3  Rights and obligations are cumulative.

3.14  STATUTE

      Any reference to a specific statute includes:

      3.14:1  any statutory extension, variation or re-enactment of the 
              statute whether before or after the date of this Lease.

      3.14:2  derivative orders, regulations and permissions, and

      3.14:3  directives and regulations adopted by the European Union relating
              to VAT.

      Any general reference to "statute" or "statutes" includes those enacted 
      after the date of this Lease and includes all derivative orders, 
      regulations and permissions.


                                       10


<PAGE>

3.15  SUPERIOR LANDLORD

      3.15:1  Any reference to a superior landlord includes the Landlord's 
              immediate reversioner and any superior landlord.

      3.15:2  Any reference to a superior iease includes the lease under which 
              the Landlord holds the Property and any lease superior to that.

      3.15:3  When a superior landlord performs a landlord's obligation it 
              shall be deemed to have been performed by the Landlord.

3.16  TENANT NOT TO ALLOW ACT

      An obligation by the Tenant not to do an act includes an obligation not 
      to knowingly allow that act to be done by another person.


                                       11

<PAGE>

LETTING
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CLAUSE 4

4.1   LETTING

      The Landlord lets the Property to the Tenant for the Contractual Term, 
      the Tenant paying during the Tenancy the following (all of which are 
      reserved as rent):

      4.1:1  from and including the Rent Commencement Date the Rent by equal 
             quarterly payments in advance on the usual quarter days; the first
             payment for the period from the Rent Commencement Date, being due 
             on the First Rent Payment Date,

      4.1:2  from and including the Insurance Rent Commencement Date the 
             Insurance Rent within twenty one (21) days after a written demand,

      4.1:3  any VAT payable on the above amounts.

4.2   RIGHTS AND RESERVATIONS

      The letting includes the rights (if any) granted by clause 5 but is 
      subject to the exceptions and reservations set out in clause 6.








                                       12

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TENANT'S RIGHTS
-------------------------------------------------------------------------------

CLAUSE 5

None
































                                       13


<PAGE>

LANDLORD'S RIGHTS
-------------------------------------------------------------------------------

CLAUSE 6

The following rights are excepted and reserved to the 
Landlord:

6.1   CONDUCTING MEDIA

      The right to use, repair, alter, replace, add to and make connections 
      to the Conducting Media forming part of the Property which serve or are 
      capable of serving other premises.

6.2   LIGHT, SUPPORT, ETC.

      The right of light, air, support and protection and all other easements 
      and rights now or after the date of this Lease, belonging to or enjoyed 
      by any other premises.

6.3   ENTRY BY LANDLORD

      6.3:1    The right at reasonable times and on reasonable prior written 
               notice, but in case of emergency at any time without notice, to 
               enter the Property with necessary materials and appliances, and:

               6.3:1.1  view and record the condition of the Property,

               6.3:1.2  repair, maintain, alter or clean other premises, where 
                        such work would not otherwise be reasonably practicable

               6.3:1.3  inspect Conducting Media,

               6.3:1.4  comply with obligations or exercise any rights under 
                        this Lease or a superior lease,

               6.3:1.5  make good any failure by the Tenant to repair, maintain
                        or decorate the Property in compliance with 
                        clause 7.7:1,

               6.3:1.6  remove anything which has been fixed, placed, displayed
                        or left on the Property in breach of clause 7.12 or 
                        clause 7.13,

               6.3:1.7  make good any other breach of covenant by the Tenant,

               6.3:1.8  show prospective tenants and purchasers over the 
                        Property, or

      6.3:2    In exercising these rights the Landlord shall:

               6.3:2.1  cause as little inconvenience to the Tenant as is 
                        reasonably practicable,

               6.3:2.2  as soon as reasonably practicable make good any damage
                        to the Property, and

               6.3:2.3  indemnify the Tenant against any loss or damage to the 
                        tenant's fixtures and the contents of the Property.



                                       14


<PAGE>

6.4   LANDLORD'S RIGHT TO CARRY OUT WORKS ON OTHER PREMISES

      6.4:1    The right to alter, add to and carry out works on adjoining or 
               nearby premises, Provided that the same shall not materially 
               obstruct affect or interfere with the amenity of or access to 
               the Property or the passage of light and air to the Property.

      6.4:2    In carrying out any works under this clause 6.4 the Landlord 
               shall:

               6.4:2.1  be entitled, if reasonably necessary, to erect 
                        scaffolding which can be attached to the Property, 
                        Provided that there shall not be erected any 
                        scaffolding or other structures in front of or to the 
                        rear or sides (if applicable) of the Property in such 
                        a position so as to obscure the windows of the 
                        Property or so as to prevent or interfere with access 
                        to the Property by persons entering the Property or 
                        in connection with the servicing thereof

               6.4:2.2  cause as little inconvenience as reasonably 
                        practicable to the Tenant and, as soon as reasonably 
                        practicable, make good any damage caused to the 
                        Property, and

               6.4:2.3  ensure that after completion of the works the use of 
                        the Property for any purpose permitted by this Lease 
                        has not been materially adversely affected.

6.5   LETTING BOARD, ETC.

      The right, during the last six (6) months of the Tenancy, on prior 
      written notice to display a letting board on the Property and at any 
      time to display a sale board on the Property, but not so that any board 
      unreasonably obstructs the light or air to the Property, or interferes 
      with the Tenant's or any undertenant's business being carried on at the 
      Property.

6.6   GOODS LEFT ON THE PROPERTY

      6.6:1    The right to sell, as agent for the Tenant, any belongings of 
               the Tenant left in the Property for more than fourteen (14) 
               days after being requested in writing by the Landlord to do so 
               after the end of the Tenancy, unless the Tenant remains in 
               occupation of the Property under a new tenancy. The Tenant 
               shall indemnify the Landlord against any liability incurred by 
               the Landlord to anyone whose belongings are sold by the 
               Landlord in the mistaken belief, held in good faith (which 
               shall be presumed unless the contrary is proved), that such 
               belongings were owned by the Tenant.

      6.6:2    In the event of a sale the Landlord shall account to the 
               Tenant for the proceeds of sale, less the reasonable and 
               proper costs of removal, storage and sale, if the Tenant shall 
               claim the proceeds of sale within six (6) months after the 
               date on which the Tenant has quit the Property. If no such 
               claim is made by the Tenant the proceeds of sale shall belong 
               to the Landlord.

6.7   VARIATION OF IMPLIED RIGHTS

      The right to terminate or vary any implied right, from time to time 
      enjoyed by the Property, provided that such termination or variation 
      does not materially adversely affect the use of the Property for any 
      purpose permitted by this Lease.



                                       15


<PAGE>

TENANT'S COVENANTS
-------------------------------------------------------------------------------

CLAUSE 7

The Tenant covenants with the Landlord:

7.1   RENT

      7.1:1    To pay the Rent and other amounts in the manner specified in 
               clause 4.1.

      7.1:2    Not to claim or exercise any right to set-off or to withhold 
               payment of any amounts due to the Landlord.

      7.1:3    If required by the Landlord, to make payments to the Landlord 
               by banker's order or credit transfer to a bank and account in 
               the United Kingdom, nominated by the Landlord.

7.2   OUTGOINGS

      7.2:1    To pay, and to indemnify the Landlord against, all existing 
               and future rates, taxes, assessments, impositions and 
               outgoings assessed or imposed on, or in respect of, the 
               Property (including those assessed or imposed on the Landlord 
               and any superior landlord), except any taxes assessed or 
               imposed on the Landlord or a superior landlord in respect of:

               7.2:1.1  the rents,

               7.2:1.2  the grant of this Lease, or

               7.2:1.3  any dealing or deemed dealing by the Landlord or a 
                        superior landlord with its interest in the Property.

      7.2:2    If such an assessment or imposition is:

               7.2:2.1  made on premises which include the Property, and

               7.2:2.2  paid by the Landlord, to pay a Fair Proportion of it to
                        the Landlord within twenty one (21) days after a written
                        demand.

      7.2:3    To indemnify the Landlord against any loss of rating relief on 
               the Property after the end of the Tenancy, caused by the 
               Property being left empty during the Tenancy.

7.3   INTEREST

      7.3:1    if required by the Landlord, to pay interest at a yearly rate 
               of three per cent (3%) above Base Rate, on any sum payable 
               under this Lease by the Tenant to the Landlord (whether or not 
               formally demanded) that is not paid within seven (7) days of 
               its due date. To pay this interest from the due date to the 
               date of payment, both before and after any court judgment, 
               calculated on a daily basis and compounded with rests on the 
               usual quarter days.


                                       16

<PAGE>

      7.3:2    If, while a breach of any tenant's covenant continues, the 
               Landlord refuses to accept payment of any sum in order not to 
               waive the breach, the Tenant shall be deemed for the purposes 
               of this clause 7.3 to have failed to pay such sum.

      7.3:3    This clause 7.3 is not to prejudice any other right or remedy 
               of the Landlord.

7.4   REPAIR AND DECORATION

      7.4:1    To repair and maintain the Property and to keep it clean and 
               in good repair

      7.4:2    To repair, maintain and keep clean and, when necessary, renew 
               the fixtures (including carpets) in the Property,

      7.4:3    To prepare and paint all external paintwork of the Property in 
               the fourth (4th) and every subsequent third (3rd) year and in 
               the last three (3) months of the Tenancy, and at the same time 
               to prepare and polish any outside polished surfaces, and to 
               restore and make good the brickwork and stonework where 
               necessary (but not to paint any brickwork or stonework which 
               has not previously been painted).

      7.4:4    To redecorate the interior of the Property in every fifth 
               (Sth) year and in the last three (3) months of the Tenancy, 
               preparing and painting, papering or polishing as appropriate 
               having regard to earlier treatment.

      7.4:5    As often as necessary to clean and treat in an appropriate 
               manner all other external and internal materials, surfaces and 
               finishes of the Property.

      7.4:6    In relation to the work referred to in this clause 7.4:

               7.4:6.1  to carry out the work with appropriate materials of 
                        good quality, in a good and workmanlike manner and to 
                        the reasonable satisfaction of the Landlord's Surveyor,

               7.4:6.2  to carry out all external painting, whenever carried 
                        out, and the internal painting, papering and treatment 
                        in the last three (3) months of the Tenancy in a colour
                        or colours approved in writing by the Landlord such 
                        approval not to be unreasonably withheld or delayed.

               7.4:7    Damage by an Insured Risk is excepted from the 
                        Tenant's liability under this clause 7.4 except to 
                        the extent that the insurance money is irrecoverable 
                        because of an act or default of the Tenant.

               7.4:8    Damage by an Excluded Risk is (subject to clause 9.7) 
                        excepted from the Tenant's liability under this 
                        clause 7.4 if the Landlord serves a Non Reinstatement 
                        Notice as a result of such damage.

7.5   MAINTENANCE

      7.5:1    To keep the Conducting Media which form part of the Property 
               clear and unobstructed. Not to do anything which causes an 
               obstruction or damage to any other Conducting Media serving 
               the Property.

      7.5:2    Not to discharge any fluid of a poisonous or noxious nature 
               into the Conducting Media in or serving the Property.



                                       17


<PAGE>

      7.5:3    To take all reasonably necessary precautions against:

               7.5:3.1  frost damage to any pipe, tank or water apparatus in 
                        the Property, and

               7.5:3.2  the bursting or overflowing of any pipe, tank or water 
                        apparatus in the Property.

      7.5:4    To sweep any chimneys and clean any ducts and flues of the 
               Property as often as reasonably necessary.

      7.5:5    To clean the windows and other lights of the Property as often 
               as reasonably necessary.

      7.5:6    To keep any yards, paths and areas of the Property clean, 
               unobstructed and tidy, and any gardens of the Property in good 
               order, properly cultivated and free from weeds and rubbish.

7.6   CONTRIBUTION TO REPAIR OF PARTY WALLS ETC.

      To pay, within twenty one (21 ) days after a written demand, a Fair 
      Proportion of the expense of repairing, maintaining, renewing and 
      cleaning all mutual or party walls, roads, yards, fences, Conducting 
      Media and structures used or enjoyed by the Property in common with 
      other premises.

7.7   REPAIR ON NOTICE

      7.7:1    To make good with all practicable speed any failure to repair, 
               maintain or decorate the Property for which the Tenant is 
               liable and of which the Landlord has given reasonable prior 
               notice in writing. To start the necessary work within two (2) 
               months after the Landlord's notice, or sooner if reasonably 
               necessary, and then diligently to continue and complete the 
               work.

      7.7:2    If the Tenant does not comply with clause 7.7:1, to pay, 
               within twenty one (21 ) days after a written demand, the 
               reasonable and proper costs incurred by the Landlord in 
               carrying out the necessary work, including reasonable and 
               proper fees and expenses.

7.8   COMPLIANCE WITH STATUTORY REQUIREMENTS, ETC.

      7.8:1    Subject to clause 7.8:2 and except where such compliance is 
               within the ambit of the Landlord's obligations contained in 
               this Lease, to carry out all works and provide and maintain 
               all arrangements in respect of the Property and the use to 
               which the Property is being put that are necessary in order to 
               comply with the requirements of:

               7.8:1.1  the offices Shops and Railway Premises Act 1963, the 
                        Fire Precautions Act 1971, the Defective Premises Act 
                        1972 and the Health and Safety at Work etc. Act 1974,

               7.8:1.2  any other statute,

               7.8:1.3  any government department, local authority or other 
                        public or competent authorify,

               7.8:1.4  any court of competent jurisdiction, and



                                       18


<PAGE>

               7.8:1.5  any regulation of the European Communities, which 
                        applies in the United Kingdom.

      7.8:2    Not to carry out any works which the Landlord elects to carry 
               out by serving prior written notice on the Tenant.

      7.8:3    To pay, within twenty-one (21) days after receiving a written 
               demand, the Landlord's reasonable and proper expenditure 
               (including reasonable and proper fees and expenses) on any 
               works which the Landlord has elected to carry out under this 
               clause 7.8.

      7.8:4    To comply with any other obligations imposed by law relating 
               to the Property or its use, except where such compliance is 
               within the ambit of the Landlord's obligations contained in 
               this Lease.

      7.8:5    Not to do anything in respect of the Property which imposes on 
               the Landlord a liability under any statute to pay any penalty, 
               damages, compensation or costs.

7.9   RESTRICTIONS ON DEALINGS

      7.9:1    Not to underlet the whole or part of the Property without 
               first obtaining the prior consent of the Landlord (which must 
               not be unreasonably withheld or delayed (and procuring (as a 
               condition precedent to the giving of such

               7.9:1.1  that the proposed underlessee enters into a direct 
                        covenant with the Landlord to perform and observe the 
                        covenants (save for the covenant to pay rent) on the 
                        part of the Tenant and conditions contained in this 
                        Lease,

               7.9:1.2  that any underlease will be granted without any fine 
                        or premium at a rent not less than the yearly open 
                        market rent at which the Property (or (in the case of 
                        an underlease of part) the part underlet) might 
                        reasonably be expected to be let without taking a 
                        fine or premium and will contain provisions approved 
                        by the Landlord:

                        (a)  for the review of the rent reserved by such 
                             Underlease on the same basis and on the same 
                             dates on which the rent is to be reviewed under 
                             this Lease including provisions whereby such 
                             review may at the option of the Landlord be 
                             consolidated with any review of the rent payable 
                             under this Lease upon terms equivalent to those 
                             contained in Clause 14,

                        (b)  prohibiting the undertenant from doing or 
                             allowing any act or thing in relation to the 
                             underlet premises which is inconsistent with or 
                             in breach of the provisions of this Lease,

                        (c)  imposing an absolute prohibition against all 
                             dispositions or other dealings whatever with the 
                             underlet premises other than an assignment, 
                             underletting or charge of the whole,

                        (d)  prohibiting the Undertenant from permitting any 
                             other person to occupy the whole or any part of 
                             the underlet premises,

                        (e)  for re-entry on breach of any covenant by the 
                             undertenant.



                                       19


<PAGE>

               7.9:1.3  Any such underlease of part of the Property will be 
                        excluded from the operation of Sections 24 to 28 of 
                        the Landlord and Tenant Act 1954 by Court order.

               7.9:1.4  In relation to any permitted Underlease;

                        (a)  to enforce the performance and observance by any 
                             such undertenant of the provisions of the 
                             underlease and not at any time either expressly 
                             or by implication to waive any breach of 
                             covenant or condition on the part of the 
                             undertenant or any assignee of any underlessee,

                        (b)  not without the consent of the Landlord to vary 
                             the terms or accept a surrender of any permitted 
                             underlease,

                        (c)  to ensure that the rent is reviewed in 
                             accordance with the terms of the underlease,

                        (d)  not to agree the reviewed rent with the 
                             undertenant without the approval of the Landlord 
                             which shall not be unreasonably withheld or 
                             delayed.

      7.9:2    Not to assign, charge or part with possession or occupation of 
               part of the Property except by a permitted underletting.

      7.9:3    Not to share possession or occupation of the whole or part of 
               the Property save with a Group Company provided that no 
               relationship of the Landlord and Tenant is thereby created.

      7.9:4    Not to hold the whole or part of the Property as trustee or 
               agent for any other person.

      7.9:5    Not to part with possession or occupation of the whole or part 
               of the Property, except by a permitted underletting of the 
               whole or part of the Property or assignment of the whole of 
               the Property.

      7.9:6    Subject to the provisions of clauses 7.9:1, 7.9:2, 7.9:3, 
               7.9:4, 7.9:5, 7.9:7 and 7.9:8, not without the Landlord's 
               consent (which shall not be unreasonably withheld or delayed) 
               to assign or charge the Property as a whole.

      7.9:7    It is agreed for the purposes of sub-section (1A) of section 
               19 of the Landlord and Tenant Act 1927 (as inserted by section 
               22 of the Landlord and Tenant (Covenants) Act 1995) that the 
               Landlord may (in addition to the Landlord's right to withhold 
               consent on other grounds) withhold consent to an assignment of 
               the Property if any one or more of the following circumstances 
               exist:

               7.9:7.1  the Landlord reasonably determines that the financial 
                        standing of the proposed assignee and any proposed 
                        guarantor, offered by the proposed assignee, is not 
                        satisfactory,

               7.9:7.2  the proposed assignment is to a person connected with 
                        the Tenant and the question whether a person is so 
                        connected shall be determined in accordance with the 
                        provisions of section 533 of the Income and 
                        Corporation Taxes Act 197O (as originally enacted) 
                        Provided in addition that a person shall be treated 
                        as connected with the Tenant in relation to any 
                        assignment or proposed assignment if the Landlord 
                        reasonably



                                       20


<PAGE>

                        determines that such person is dealing  with the 
                        Tenant otherwise than at arm's length,

               7.9:7.3  the Landlord reasonably determines that there is a 
                        material outstanding breach by the Tenant of a Tenant 
                        Covenant,

               7.9:7.4  any ascertained amount due from the Tenant to the 
                        Landlord under this Lease has not been paid,

      7.9:8    It is agreed for the purposes of sub-section (1A) of section 
               19 of the Landlord and Tenant Act 1927 (as inserted by section 
               22 of the Landlord and Tenant (Covenants) Act 1995) that the 
               Landlord may (in addition to the Landlord's right to impose 
               other conditions) give consent to an assignment of the 
               Property subject to any one or more of the following 
               conditions:

               7.9:8.1  that:

                        (a)  the assignor and

                        (b)  anyone who has guaranteed the obligations of the 
                             assignor (except a guarantor under an Authorised 
                             Guarantee Agreement or a guarantor who has also 
                             guaranteed the obligations of the immediate 
                             predecessor in title of the assignor) enters 
                             into a guarantee with the Landlord guaranteeing 
                             the performance and observance by the assignee 
                             of the Tenant Covenants,

               7.9:8.2  if reasonably required by the Landlord that (in 
                        addition to any guarantee under clause 7.9:8.1) a 
                        guarantor reasonably acceptable to the Landlord 
                        enters into a guarantee with the Landlord 
                        guaranteeing the performance and observance by the 
                        assignee of the Tenant Covenants,

               7.9:8.3  that the proposed assignee shall join in the licence 
                        to assign to give a direct covenant to the Landlord 
                        to pay to the Landlord any ascertained amounts due 
                        under this Lease from the Tenant to the Landlord at 
                        the date of completion of the assignment,

               7.9:8.4  (a)  if the proposed assignee or, where there are 
                             joint proposed   assignees, each proposed 
                             assignee is, in the case of an individual, 
                             ordinarily resident outside the United Kingdom 
                             or is, in the case of a body corporate, 
                             incorporated outside the United Kingdom, or

                        (b)  if reasonably required by the Landlord in the 
                             case of any other assignee that the proposed 
                             assignee delivers to the Landlord on completion 
                             of the proposed assignment either:

                              (i)  a rent deposit of an amount equal to the 
                                   Landlord's reasonable estimate of the Rent 
                                   and Service Charge (plus VAT) payable 
                                   under this Lease for the six months (or 
                                   such longer period as the Landlord 
                                   reasonably requires) immediately following 
                                   completion of the proposed assignment to 
                                   be held by the Landlord for as long as the 
                                   proposed assignee has any liability under 
                                   this Lease together with a duly executed 
                                   deposit deed in such form as the Landlord 
                                   reasonably requires, or (at the discretion 
                                   of the proposed assignee)


                                       21

<PAGE>

                             (ii)  a guarantee from a London clearing bank in 
                                   such form as the Landlord reasonably 
                                   requires.

               7.9:8.5  that the Landlord may revoke the consent before 
                        completion of the assignment if:

                        (a)  any event referred to in clauses 11.4:1, 11.4:2, 
                             11.4:3 and 11.5:1 to 11.5:5 (inclusive) has 
                             occurred in relation to the proposed assignee or 
                             any proposed guarantor, offered by the proposed 
                             assignee, or

                        (b)  the assignment is not completed within sixteen 
                             (16) weeks after the date of consent.

                        Any guarantee under this clause 7.9:8 (except a 
                        guarantee under clause 7.9:8.4(ii) shall be in the 
                        form of the guarantee contained in clause 15 but 
                        where applicable with the assignee substituted for 
                        the original Tenant and with such other amendments as 
                        the Land!ord reasonably requires and (where an 
                        assignor is giving a guarantee) any further 
                        amendments required to create an Authorised Guarantee 
                        Agreement.

      7.9:9    In respect of any circumstance or condition specified in 
               clauses 7.9:7 and 7.9:8 which is framed by reference to any 
               matter falling to be determined by the Landlord or by any 
               other person for the purposes of this Lease (except where the 
               power to determine such matter is required to be exercised 
               reasonably) the Tenant has an unrestricted right to have any 
               determination reviewed by an independent surveyor in 
               accordance with clause 13.3.

7.10  REGISTRATION OF ASSIGNMENTS, ETC.

      7.10:1   Within one month after its date, to produce to the Landlord's 
               solicitors every assignment, underlease, charge or other 
               document evidencing a devolution of the whole or any part of 
               the Property. At the same time to provide the Landlord's 
               solicitors with a true copy of the document.

      7.10:2   on production of a document under clause 7.10:1 to pay to the 
               Landlord's solicitors a reasonable registration fee of not 
               less than twenty-five pounds  ( 25) plus VAT.

7.11  INFORMATION

      7.11:1   To produce to the Landlord on request (but not more frequently 
               than may be reasonable) all plans, documents and other 
               evidence which the Landlord may reasonably require in order to 
               be satisfied that the Tenant has complied with its obligations 
               under this Lease.

      7.11:2   When requested, to supply to the Landlord full details of all 
               occupations of the Property and derivative interests in the 
               Property, however remote.

      7.11:3   As soon as reasonably practicable to notify the Landlord in 
               writing of each change in the principal address of the Tenant 
               (including in the case of an individual a change in the usual 
               place of residence and in the case of a Tenant with a 
               registered office a change in the address of the registered 
               office).


                                       22


<PAGE>

7.12  ALTERATIONS

      7.12:1   Not to alter, or add to, the structure or exterior of the 
               Property.

      7.12:2   Not without the Landlord's consent (which shall not be 
               unreasonably withheld or delayed) to alter or extend:

               7.12:2.1  the electrical installation (including wiring) in the 
                         Property,

               7.12:2.2  any gas installation (including piping) in the 
                         Property, or

               7.12:2.3  any air-conditioning system in the Property.

      7.12:3   Not to make any other alterations or additions to the Property 
               without the Landlord's consent (which shall not be 
               unreasonably withheld or delayed). Provided that 
               notwithstanding clause 7.12:1 the Tenant may fit out the 
               Property to their specification as approved by the Landlord 
               such approval not to be unreasonably withheld or delayed.

      7.12:4   on any application for consent to alter, to supply the 
               Landlord with two (2) sets of a specification and detailed 
               drawings identifying the proposed works.

      7.12:5   Not without the Landlord's consent (which shall not be 
               unreasonably withheld or delayed) to fix, place or leave 
               anything (for example: any aerial, satellite dish, 
               telecommunications equipment, iighting, shade or awning) on 
               the exterior of the Property.

      7.12:6   If required by the Landlord, to reinstate the Property by the 
               end of the Tenancy under the supervision and to the reasonable 
               satisfaction of the Landlord's Surveyor, to the condition it 
               was in before the carrying out of any permitted alterations or 
               additions.

7.13  SIGNS AND NOTICES

      Not to place or display any Signs and Notices on the Property which can 
      be seen from outside the Property, except that the Tenant may display 
      external signs giving the Tenant's name and business, the size, style 
      and position of which have been first approved by the Landlord such 
      approval not to be unreasonably withheld or delayed.

7.14  COST OF REMOVAL BY LANDLORD OF UNAUTHORISED SIGNS, ETC

      If anything is fixed, placed, displayed or left on the Property in 
      breach of clause 7.12 or clause 7.13 to pay to the Landlord, within 
      fourteen (14) days after a written demand, the reasonable and proper 
      cost of removal incurred by the Landlord.

7.15  SERVICE INSTALLATIONS

      7.15:1   To pay to the suppliers, and to indemnify the Landlord 
               against, all charges for electricity, gas, water, telephone 
               and other services consumed or used at or for the Property 
               (including meter rents).

      7.15:2   To comply with the requirements and regulations of the 
               suppliers of electricity, gas, water, telephone and other 
               services relating to the installations in the Property.

      7.15:3   Not to overload the electrical installation in the Property. 
               To maintain the electrical installation, any gas installation 
               and any air-conditioning system in a safe condition.


                                       23


<PAGE>

7.16  NUISANCE

      Not to do anything on the Property which causes a nuisance, damage or 
      annoyance to the Landlord or others Provided that it is hereby agreed 
      that the use of the property for purposes permitted under this Lease 
      shall not of itself amount to a breach of this clause.

7.17  USE

      7.17:1   Not to use the Property:

               7.17:1.1  for any illegal or immoral purpose,

               7.17:1.2  for any offensive, noisy or dangerous trade, business 
                         or manufacture,

               7.17:1.3  as a betting office, a booking office, a theatrical 
                         agency, an employment agency or a travel agency,

               7.17:1.4  as a sex establishment (as defined in the Local 
                         Government (Miscellaneous Provisions) Act 1982), or

               7.17:1.5  for any diplomatic use.

      7.17:2   To use the Property only for the purpose stated in clause 1.8 or 
               for such other purpose as the Landlord shall approve, which 
               approval shall not be unreasonably withheld or delayed.

7.18  OVERLOADING

      Not to overload the Property.

7.19  NOTICES

      7.19:1   To supply the Landlord with a copy of any notice, order, 
               direction or proposal of any competent authority affecting the 
               Property as soon as reasonably possible after it has been 
               received by the Tenant.

      7.19:2   To comply with any such notice, order, direction or proposal 
               or, at the request and cost of the Landlord, to make or join 
               with the Landlord in making such objections or representations 
               relating to it as the Landlord may reasonably require except 
               where the Tenant reasonably considers that any such objections 
               or representations are against its best interests or those of 
               any undertenant.

7.20  PLANNING

      7.20:1   Not to commit any breach of Planning Control. To comply with 
               all provisions and requirements under the Planning Acts which 
               affect the Property.

      7.20:2   Not without the Landlord's consent (such consent not to be 
               unreasonably withheld or delayed and which consent shall not 
               be required in relation to applications in respect of the 
               signage at the Property) to apply for planning permission 
               relating to the Property or to implement any planning 
               permission.

      7.20:3   Unless the Landlord gives written notice to the contrary, to 
               carry out before the end of the Tenancy any works required to 
               be carried out to the Property as a condition of any planning 
               permission obtained by or for the Tenant or anyone having an 
               interest in the Property inferior to that of the 


                                       24


<PAGE>

               Tenant. This applies even if the planning permission does not 
               require the works to be carried out until later.

7.21  ENCROACHMENTS

      7.21:1   Not to stop up, darken or obstruct any window at the Property.

      7.21:2   So far as reasonably possible, to preserve all easements and 
               rights enjoyed by the Property and to help the Landlord 
               prevent anyone acquiring any easement or right over the 
               Property.

7.22  MAINTENANCE AGREEMENTS

      To maintain in force, throughout the Tenancy, agreements with competent 
      contractors approved by the Landlord (such approval not to be 
      unreasonably withheld or delayed) for the maintenance, repair and 
      upkeep of any electrical and mechanical equipment and apparatus and 
      other plant and machinery in and serving the Property.

7.23  DEFECTIVE PREMISES

      7.23:1   Promptly to give written notice to the Landlord upon becoming 
               aware of any defect in the Property which might result in an 
               obligation on the Landlord to do or to stop doing anything 
               (for example, in order to comply with the provisions of this 
               Lease or the duty of care imposed by the Defective Premises 
               Act 1972).

      7.23:2   To display and maintain all notices relating to the condition 
               of the Property which the Landlord shall reasonably require 
               the Tenant to display at the Property.

7.24  LANDLORD'S RIGHTS

      To allow the Landlord to exercise its rights under this Lease free from 
      interference by the Tenant.

7.25  LANDLORD'S REGULATIONS

      To comply with the regulations a copy of which is annexed.

7.26  THE CDM REGULATIONS

      Where works are carried out on or for the benefit of the Property to 
      which the Construction (Design and Management) Regulations 1994 ("the 
      CDM Regulations~) apply and the works are carried out by or on behalf 
      of the Tenant or anyone having an interest in the Property inferior to 
      this Lease:

      7.26:1   to comply with the CDM Regulations and to procure that any 
               person involved in carrying out such works complies with the 
               CDM Regulations,

      7.26:2   to act (or if the works are to be carried out by an 
               undertenant to procure that the undertenant acts) as the only 
               c~ient for the works and before commencing the works to make 
               (or procure the making of) a declaration to that effect in 
               accordance with Regulation 4 of the CDM Regulations,

      7.26:3   to comply with the following obligations in respect of the 
               health and safety file covering the works:



                                       25


<PAGE>

               7.26:3.1  to provide the Landlord:

                         (a)  with a copy of the file on completion of the 
                              works, and

                         (b)  with copies of the whole or any part of the file 
                              at any time on request,

               7.26:3.2  to make the file available for inspection by the 
                         Landlord on request,

               7.26:3.3  to hand over the file to the Landlord at the end the 
                         tenancy created by this Lease and any renewals of this
                         Lease,

      7.26:4   as soon as reasonably practical after becoming aware of any 
               relevant information concerning health and safety relating to 
               the Property to provide such information to the Landlord,

      7.26:5   to allow the Landlord and its agents to use any documents and 
               other information (including the making of copies) supplied by 
               the Tenant under this clause 7.26 for any purpose connected 
               with the Property,

      7.26:6   to obtain all necessary copyright licences permitting the use 
               of the documents and other information under the provisions of 
               clause 7.26:5.

7.27  LANDLORD'S COSTS

      7.27:1   To pay, on an indemnity basis, the reasonable and proper legal 
               charges, surveyor's fees, bailiff's charges and other costs 
               and expenses reasonably and properly incurred by the Landlord 
               and any superior landlord in relation to:

               7.27:1.1  applications by the Tenant for the Landlord's 
                         consent (including cases where consent is reasonably 
                         refused or the application is withdrawn), unless 
                         such refusal is unlawful whether because it is 
                         unreasonable or otherwise

               7.27:1.2  the preparation and service of a schedule of 
                         dilapidations during or after the expiration of the 
                         Tenancy (but if after the expiration of the Tenancy 
                         only in respect of wants of repair occurring during 
                         the Tenancy and where served within three months 
                         after the expiration of the Tenancy) or a notice or 
                         proceedings under Sections 146 or 147 of the Law of 
                         Property Act 1925 (even if forfeiture is avoided 
                         otherwise than by relief granted by the court),

               7.27:1.3  the recovery of any sums due to the Landlord from 
                         the Tenant, or

               7.27:1.4  enforcing or requiring the Tenant to remedy a breach 
                         of the provisions of this Lease.

      7.27:2   Where the Landlord could recover the cost of advice or 
               services under clause 7.27:1 if undertaken by a third party 
               but the Landlord or a Group Company of the Landlord provides 
               the advice or services, to pay to the Landlord the amount that 
               would have been payable by the Tenant if that advice or 
               service had been provided by a third party.


                                       26


<PAGE>

7.28  INDEMNITIES

      To keep the Landlord indemnified against all liabilities, losses and 
      expenses, incurred by the Landlord arising out of the negligence or 
      wrongful act of the Tenant or any breach of the tenant's covenants in 
      this Lease.

7.29  YIELD UP

      At the end of the Tenancy to give up the Property:

      7.29:1   repaired, carpeted, decorated and, if required by the 
               Landlord, reinstated in accordance with:

               7.29:1.1  any obligations under this clause 7, and

               7.29:1.2  any consents given by the Landlord to the Tenant,

      7.29:2   clear of any goods and refuse and any tenant's fixtures and 
               with all damage caused by such removal made good,

      7.29:3   with all keys and electronic passes relating to the Property, 
               and

      7.29:4   with all Signs and Notices put up by the Tenant removed and 
               all damage caused by removal made good.

7.30  VAT

      7.30:1   To pay to the Landlord, and to indemnify the Landlord against, 
               any VAT chargeable in respect of:

               7.30:1.1  the rents, payments and other consideration payable 
                         or given by the Tenant to the Landlord or to any 
                         person on the Landlord's behalf and any supply made 
                         by the Landlord to the Tenant under or in connection 
                         with this Lease, and

               7.30:1.2  any payments made by, or other liability of, the 
                         Landlord or any other person where the Tenant agrees 
                         in this Lease to reimburse or indemnify the Landlord 
                         in respect of any such payment or liability, except 
                         to the extent that the Landlord is entitled to a 
                         credit for such VAT as allowable input tax.

               Provided that the Landlord will provide a valid VAT invoice in 
               the Tenant's name.

      7.30:2   For the avoidance of doubt:

               7.30:2.1  the Landlord shall not be under any duty to 
                         exercise, or not to exercise, any option or right so 
                         as to reduce or avoid any liability to VAT in 
                         respect of the Property, and

               7.30:2.2  it is confirmed that the amounts due under this 
                         Lease from the Tenant to the Landlord are exclusive 
                         of VAT.



                                       27



<PAGE>

LANDLORD'S COVENANTS
-------------------------------------------------------------------------------

CLAUSE 8

The Landlord covenants with the Tenant:

QUIET ENJOYMENT

That, as long as the Tenant pays the rents and complies with the terms of 
this Lease, the Tenant may enjoy the Property peaceably during the Tenancy 
without any interruption (except as authorised by this Lease) by the Landlord 
or any person lawfully claiming through, under or in trust for the Landlord.
























                                       28

<PAGE>

INSURANCE
-------------------------------------------------------------------------------

CLAUSE 9

9.1   LANDLORD TO INSURE PROPERTY

      The Landlord shall insure the Property, (but not tenant's fixtures), so 
      far as such insurance is reasonably available:

      9.1:1    with a reputable insurance company or with reputable 
               underwriters,

      9.1:2    for the following sums:

               9.1:2.1   the full reinstatement value of the Property (except 
                         usual voluntary excesses) including the cost of 
                         shoring up, demolition and site clearance, fees, an 
                         allowance for inflation and VAT on all such sums,

               9.1:2.2   loss of the Rent reasonably estimated by the 
                         Landlord's Surveyor to be payable for three (3) 
                         years, or such longer period as the Landlord's 
                         Surveyor may reasonably consider necessary for 
                         planning and carrying out the reinstatement or 
                         rebuilding of the Property,

      9.1:3    against damage or destruction by the Insured Risks,

      9.1:4    on terms that the insurers waive their rights of subrogation 
               against the Tenant in respect of the Property, and

      9.1:5    on terms not imposing unreasonable conditions having regard to 
               general market conditions at the time, but subject to such 
               excesses, exclusions and limitations and other terms as the 
               insurers may impose.

9.2   ADDITIONAL LANDLORD'S FIXTURES

      If the Tenant installs fixtures which become landlord's fixtures, the 
      Tenant shall notify the Landiord in writing of the reinstatement value 
      so that the Landlord can arrange adequate insurance cover.

9.3   LANDLORD TO INFORM TENANT OF INSURANCE COVER

      9.3:1    on request by the Tenant (and payment by the Tenant to the 
               Landlord of a reasonable fee), the Landlord shall produce to 
               the Tenant reasonable evidence of the terms of the insurance 
               policy and of payment of the current premium.

      9.3:2    The Landlord shall notify the Tenant in writing of any 
               material changes in the risks covered and material changes in 
               the terms of the policy with which the Tenant must comply.

9.4   DAMAGE TO PROPERTY

      9.4:1    If the Property or its essential accesses or services are 
               damaged or destroyed by an Insured Risk or an Excluded Risk:


                                       29

<PAGE>

               9.4:1.1   unless payment of any of the insurance money is 
                         refused because of an act or default of the Tenant, 
                         and

               9.4:1.2   subject to the Landlord (using its best endeavours) 
                         being able to obtain any necessary consents, and

               9.4:1.3   subject to the necessary labour and materials being 
                         and remaining available, the Landlord shall, subject 
                         to clause 9.5, reinstate the damaged part or rebuild 
                         the Property (but not so as to provide accommodation 
                         identical in layout if it would not be reasonably 
                         practicable to do so) as quickly as reasonably 
                         possible.

      9.4:2    The Landlord shall use reasonable efforts to obtain the 
               necessary consents (short of making appeals), labour and 
               materials.

      9.4:3    The Tenant shall, on request, vacate the Property and remove 
               its fixtures and effects to allow the Landlord to reinstate 
               the Property.

9.5   OPTION TO TERMINATE FOLLOWING DAMAGE BY AN INSURED RISK

      If the whole or a substantial part of the Property is made unfit for 
      use by damage or destruction caused by an Insured Risk and:

      9.5:1    the damage or destruction occurs during the last four (4) 
               years of the Contractual Term, or

      9.5:2    circumstances beyond the control of the Landlord prevent the 
               reinstatement or rebuilding of the Property being started by 
               the third (3rd) anniversary of the date of such damage or 
               destruction, either the Landlord or the Tenant may terminate 
               this Lease by notice in writing to the other. The notice may 
               only be given within six (6) months after either the date of 
               such damage or destruction under clause 9.5:1 or the third 
               (3rd) anniversary referred to in clause 9.5:2 (as the case may 
               be). on service of the notice this Lease shall terminate but 
               without prejudice to any claim of the Landlord or the Tenant 
               for an earlier breach of covenant by the other. on termination 
               of this Lease the insurance money shall belong to the Landlord.

9.6   OPTION TO TERMINATE FOLLOWING DAMAGE BY AN EXCLUDED RISK

      9.6:1    If the whole or a substantial part of the Property is made 
               unfit for use by damage or destruction caused by an Excluded 
               Risk the Landlord may elect not to reinstate the Property. Any 
               such election shall be made by the Landlord serving notice in 
               writing ("Non-Reinstatement Notice") on the Tenant within six 
               (6) months after the date of such damage or destruction.

      9.6:2    If the Landlord serves a Non-Reinstatement Notice:

               9.6:2.1   the Landlord (despite any other provisions of this 
                         Lease) shall not be under any obligation to 
                         reinstate the Property, and

               9.6:2.2   either the Landlord or the Tenant may terminate this 
                         Lease by notice in writing to the other. Such a 
                         notice ("Termination Notice") may only be given 
                         within six (6) months after the date of service of 
                         the Non-Reinstatement Notice. on service of a 
                         Termination Notice, this Lease shall terminate, but 
                         without prejudice to the claim of either the 
                         Landlord or the Tenant for any earlier breach of 
                         covenant by the other. on termination of this Lease 
                         the insurance money shall belong to the Landlord.


                                       30

<PAGE>

9.7   APPLICATION BY TENANT FOR NEW IEASE FOLLOWING TERMINATION

      9.7:1    If following:

               9.7:1.1   termination of this Lease under clause 9.5, or

               9.7:1.2   service of a Termination Notice under clause 9.6, 
                         the Tenant makes an application for a new lease of 
                         the Property under the Landlord and Tenant Act 1954 
                         then clause 9.7:2 shall apply.

      9.7:2    Notwithstanding clauses 7.4:7, 7.4:8 and 1O, the Tenant:

               9.7:2.1   shall, so far as reasonably possible, make good the 
                         destruction of, or damage to, the Property caused by 
                         an Insured Risk or an Excluded Risk which gave rise 
                         to the termination of this Lease under clause 9.5 or 
                         the service of a Termination Notice (as the case may 
                         be), and

               9.7:2.2   shall continue paying the Rent and the Insurance 
                         Rent from the date of the destruction or damage 
                         referred to in clause 9.7:2.1.

9.8   TENANT'S OBLIGATIONS IN RESPECT OF LANDLORD'S INSURANCES

      9.8:1    The Tenant shall not, by act or omission, do anything which:

               9.8:1.1   adversely affects any Landlord's insurance reiating 
                         to the Property, or

               9.8:1.2   causes any increase in the insurance premium payable 
                         for any such insurance, unless the Tenant has 
                         obtained the Landlord's approval and has agreed to 
                         pay the additional premium, or

               9.8:1.3   otherwise prevents the Landlord from renewing any 
                         such insurance on terms that would have applied but 
                         for the Tenant's act or omission.

      9.8:2    The Tenant shall comply with the requirements and reasonable 
               recommendations of the insurers of the Property and the fire 
               authority and the reasonable requirements of the Landlord in 
               respect of the Property relating to:

               9.8:2.1   explosive and specially flammable articles, 
                         substances and liquids,

               9.8:2.2   the provision and maintenance of fire fighting 
                         equipment, and

               9.8:2.3   fire and safety precautions.

      9.8:3    The Tenant shall repay to the Landlord, within fourteen (14) 
               days after a written demand, all increased premiums paid and 
               all losses and damage suffered by the Landlord because of a 
               breach by the Tenant of this clause 9.8.
 
      9.8:4    The Tenant shall immediately upon becoming aware of the 
               happening of any such event, inform the Landlord in writing of 
               any circumstance in respect of the Property which might 
               affect, or lead to a claim on, any Landlord's insurance 
               relating to the Property.



                                       31

<PAGE>


      9.8:5    If because of the Tenant's act or default, any insurance money 
               under the insurance policy arranged by the Landlord or a 
               superior landlord (other than in respect of the loss of rents) 
               is wholly or partially irrecoverable, the Tenant shall pay to 
               the Landlord, within fourteen (14) days after a written 
               demand, the irrecoverable amount but not so as to require 
               payment before the equivalent insurance money would have been 
               payable. on payment, clause 9.4 shall apply as though the 
               insurance money had been recoverable.

9.9   TENANT'S INSURANCE

      9.9:1    The Tenant shall maintain in force throughout the Term 
               insurance in respect of the Property against any act or 
               default of the Tenant which gives rise to a liability to third 
               parties for injury to or death of any person or damage to any 
               property

      9.9:2    The Tenant shall produce to the Landlord on request the policy 
               relating to any insurance specified in clause 9.9:1 and 
               evidence of payment of the current premium.

      9.9:3    The Tenant shall indemnify the Landlord in respect of any loss 
               or damage against which the Tenant is obliged to insure under 
               this clause 9.9.

      9.9:4    The Tenant shall not arrange any insurance of the Property 
               against an Insured Risk. If the Tenant has the benefit of any 
               such insurance, the Tenant shall hold all money receivable 
               under such insurance in trust for the Landlord.























                                       32

<PAGE>

SUSPENSION OF RENT
-------------------------------------------------------------------------------

CLAUSE 10

10.1  APPLICATION

      This clause 10 applies (subject to clause 9.7:2) if the Property or its 
      essential accesses or services are damaged destroyed by an Insured Risk 
      or (unless caused by the act or default of the Tenant) an Excluded Risk 
      so that any part of the Property is unfit for use.

10.2  Suspension

      The whole or a Fair Proportion of the Rent, according to the extent of 
      the damage, shall be suspended until the earlier of:

      10.2:1   the date that the whole of the Property (with the necessary 
               services) is again fit for use, and

      10.2:2   the expiration of the period of three (3) years from the date 
               of the damage or, if longer, the period of the loss of rent 
               covered by the Landlord's insurance, except to the extent that 
               payment of any of the insurance money in respect of the loss 
               of rents is refused because of an act or default of the Tenant.

10.3  DISPUTES

      Any dispute about this clause 1O shall be settled by Arbitration. If, 
      before an application is made for the appointment of an arbitrator, the 
      Landlord so elects by notice in writing served on the Tenant, a dispute 
      will instead be determined by an independent surveyor.
















                                       33

<PAGE>

FORFEITURE
-------------------------------------------------------------------------------

CLAUSE 11

If any of the following events occur:

11.1  any rents are unpaid for twenty-one (21 ) days after becoming due 
      (whether formally demanded or not),

11.2  there is a breach by the Tenant or the Guarantor (if any) of any 
      covenant or other term of this Lease,

11.3  the Tenant or the Guarantor (if any) enters into an arrangement or 
      composition for the benefit of creditors,

11.4  the Tenant or the Guarantor (if any) being an individual (or if more 
      than one individual then any one of them):

      11.4:1   becomes bankrupt,

      11.4:2   makes an application to the Court for an interim order under 
               Part Vlil of the Insolvency Act 1986, or

      11.4:3   has been served with a statutory demand under the Insolvency 
               Act 1986 which has not been satisfied.

11.5  the Tenant or the Guarantor (if any) being a body corporate (or if more 
than one of them is a body corporate then any one of them):

      11.5:1   has a winding-up petition or a petition for an administration 
               order presented against it,

      11.5:2   is subject to a resolution by the directors or shareholders to 
               present a petition for an administration order,

      11.5:3   has an administration order made in respect of it,

      11.5:4   passes a winding-up resolution or enters into liquidation 
               (other than a winding up or liquidation for the purpose of 
               reconstruction or amalgamation of a solvent body corporate), or

      11.5:5   has a receiver or an administrative receiver or a receiver and 
               manager appointed, or,

11.6  execution or distress is levied on the Tenant's goods in the Property, 
      then the Landlord may, by re-entering any part of the Property, forfeit 
      this Lease and the Tenancy shall immediately end, but without prejudice 
      to any other rights and remedies of the Landlord or the Tenant. 
      Provided however that in the event that this Lease is mortgaged at the 
      time of the proposed re-entry and the Landlord has been given notice of 
      the existence of the mortgage then prior to such re-entry or 
      proceedings therefor the Landlord will serve a notice of such 
      proceedings and proposed re-entry on the mortgagee at the mortgagee's 
      last known address.



                                       34

<PAGE>

DECLARATIONS, WARRANTIES AND MISCELLANEOUS
-------------------------------------------------------------------------------

CLAUSE 12

12.1  REPRESENTATIONS AND EXCLUSION OF USE WARRANTY

      12.1:1   The Tenant acknowledges that this Lease has not been entered 
               into in reliance on any representation made by or on behalf of 
               the Landlord.

      12.1:2   Nothing in this Lease, or in any consent granted by the 
               Landlord, shall imply a warranty by the Landlord that the 
               Property may be used for any specific purpose under the 
               Planning Acts.

12.2  ACCIDENTS

      The Landlord is not liable to the Tenant nor to any other person for:

      12.2:1   any damage to, or loss of, any goods or property sustained in 
               the Property, or

      12.2:2   any other damage, loss, accident, happening or injury not 
               caused or contributed to by the negligence of the Landlord or 
               any employee of the Landlord.

12.3  PAYMENTS RECOVERABLE AS RENT

      Amounts payable by the Tenant and any guarantor under this Lease not 
      expressly reserved as rent shall be recoverable as if they were rent.

12.4  RELEASE OF THE LANDLORD

      The obligations on the Landlord under this Lease shall not be binding 
      on, or enforceable against, any person who has ceased to be the 
      Landlord to the extent that the obligations relate to any time after 
      that person has ceased to be the Landlord.

12.5  SERVICE OF NOTICES

      The provisions of Section 196 of the Law of Property Act 1925 (as 
      amended by the Recorded Delivery Service Act 1962) and Section 23 of 
      the Landlord and Tenant Act 1927 shall apply to the service of all 
      notices under or in connection with this Lease except that Section 196 
      shall be deemed to be amended by the deletion of the words "and that 
      service ... be delivered45 at the end of Section 196(4) and the 
      substitution of the words "... and that service shall be deemed to be 
      made on the third Working Day after the registered letter has been 
      posted; "Working Day" meaning any day from Monday to Friday 
      (inclusive), other than Christmas Day, Good Friday and any statutory 
      bank or public holiday".

12.6  JURISDICTION OF THE ENGLISH COURTS

      The parties, including any Guarantor, submit to the exclusive 
      jurisdiction of the English courts on all matters relating to this 
      Lease.



                                       35

<PAGE>

12.7  TENANT'S OPTION TO TERMINATE

      The Tenant may terminate this Lease on the 31 st December 20O2 by 
      giving to the Landlord not less than twelve (12) calendar months and 
      three (3) days' notice in writing and on expiry of such notice:

      12.7:1   this Lease shall come to an end, but without prejudice to the 
               rights of either party against the other for any antecedent 
               breach of covenant,

      12.7:2   the Tenant shal-l give vacant possession of the whole of the 
               Property, and

      12.7:3   the Tenant shall cancel any notice, caution or land charge 
               registered to protect this Lease and shall, if the title to 
               this Lease is registered at H.M. Land Registry, assist the 
               Landlord in cancelling such title.

























                                       36

<PAGE>

ARBITRATION OR DETERMINATION BY EXPERT
-------------------------------------------------------------------------------

CLAUSE 13

13.1  CONTRARY PROVISION

      Any contrary provision elsewhere in this Lease shall modify the 
      provisions of this clause 13.

13.2  ARBITRATION

      13.2:1   Where this Lease provides for reference to Arbitration, a 
               reference shall be made, in accordance with the Arbitration 
               Acts 195O and 1979, to a single arbitrator.

      13.2:2   The arbitrator may be appointed by the Landlord and the Tenant 
               jointly. otherwise the arbitrator shall be nominated by the 
               President of the RICS, on the application of either the 
               Landlord or the Tenant.

      13.2:3   If an appointed or nominated arbitrator dies or declines to 
               act or it becomes clear that he will be unable to complete his 
               duties, a replacement shall be appointed or nominated by the 
               same process.

13.3  DETERMINATION BY AN EXPERT

      13.3:1   Where this Lease provides for reference to the determination 
               of an independent surveyor a reference shall be made on the 
               terms of clause 13.4 to the determination of a single 
               independent surveyor.

      13.3:2   The surveyor may be appointed by the Landlord and the Tenant 
               jointly or, in the absence of agreement on a joint 
               appointment, shall be nominated by the President of the RICS, 
               on the application of either the Landlord or the Tenant.

      13.3:3   The surveyor shall act as an expert (not as an arbitrator) on 
               the terms set out in clause 13.4.

13.4  EXPERT'S TERMS OF APPOINTMENT

      13.4:1   The surveyor shall give to the Landlord and the Tenant notice 
               in writing of his appointment. In that notice, the surveyor 
               shall invite the Landlord and the Tenant to submit within a 
               specified time period, not exceeding four (4) weeks, their 
               respective proposals and representations.

      13.4:2   The surveyor shall:

               13.4:2.1  consider the proposals and representations submitted 
                         to him (but not be limited or fettered by them),

               13.4:2.2  be entitled to rely on his own judgment and opinion,

               13.4:2.3  state any reasons for his decision, and



                                       37

<PAGE>

               13.4:2.4  within eight (8) weeks after his appointment, or 
                         within such extended period as the Landlord and the 
                         Tenant may agree, give to the Landlord and the 
                         Tenant written notice of his decision, and his 
                         decision shall be final and binding on the Landlord 
                         the Tenant and the Guarantor (if any).

               13.4:3    If the surveyor:

                         13.4:3.1  does not give notice of his decision within 
                                   the time and in the manner referred to in 
                                   clause 13.4:2,

                         13.4:3.2  resigns from his appointment, or

                         13.4:3.3  dies, 

                                   or if for any reason it becomes clear that 
                                   he will be unable to complete his duties, 
                                   the Landlord or the Tenant may appoint, or 
                                   apply for the nomination of, a new 
                                   surveyor in his place, and this procedure 
                                   may be repeated as many times as necessary.

               13.4:4    In the absence of a direction by the surveyor as to 
                         how his fees or charges are to be borne, the 
                         Landlord and the Tenant shall bear them equally.

               13.4:5    if the provisions for an independent surveyor to 
                         determine the issue fail completely, the issue shall 
                         then be referred to Arbitration.

13.5  EXPERIENCE OF ARBITRATOR OR EXPERT

      The arbitrator or independent surveyor shall, if reasonably 
      practicable, be a surveyor experienced in the valuation or letting of 
      premises similar to the Property.

13.6  NON-PAYMENT OF COSTS OF ARBITRATOR OR EXPERT

       This clause 13.6 applies if the arbitrator or independent surveyor is 
      ready to make his award but is unwilling to do so due to the failure by 
      one party to pay its share of the costs of the award. If one party 
      fails to pay its share of the costs within fourteen (14) days after a 
      written request, the other party may pay that share and any amount so 
      paid shall be a debt due immediately from the party in default to the 
      other party.











                                       38




<PAGE>

RENT REVIEW
-------------------------------------------------------------------------------

CLAUSE 14

14.1 DEFINITIONS

     In this clause the following definitions apply:

"REVIEW       the following assumptions at the relevant Review Date:
ASSUMPTIONS"
              (a)  that the Property is fit for use and has been fully fitted 
                   out and equipped by, and at the cost of, the Landlord so as 
                   to be ready for immediate occupation and use for any purpose 
                   permitted under this Lease by any prospective willing tenant,

              (b)  that no work other than work carried out in compliance with 
                   clause 7.8 has been carried out to the Property during the 
                   Tenancy or under an agreement for the grant of this Lease 
                   which has reduced its rental value.

              (c)  that the Property is in a good state of repair and decorative
                   condition,

              (d)  that if the Property has been damaged or destroyed, it has 
                   been fully restored,

              (e)  that the Property is available to let as a whole with vacant 
                   possession by a willing landlord to a willing tenant without 
                   a premium payable by the tenant,

              (f)  that the letting is to be on the same terms as those 
                   contained in this Lease (other than the amount of the Rent) 
                   but subject to the following qualifications:

                   (i)   the term is to commence on the relevant Review Date and
                         is to continue for ten (10) years with tenant's option 
                         to terminate after six and a half (6-1/2) years,

                   (ii)  the rent is to be subject to review on the terms of 
                         this clause 14 at five (5) yearly intervals after the 
                         commencement of the term of the letting.

                   (iii) the permitted use is to be that originally permitted 
                         by this Lease and by any consent given by the Landlord,
                         at the request of the Tenant, before the relevant 
                         Review Date, but taking into account any provisions 
                         entitling the Tenant to change the use with the 
                         Landlord's consent,

                   (iii) the provisions of clauses 7.9:6 and 7.9:7 are excluded 
                         (and clause 7.9:5 consequently amended) and

                   (iv)  where this Lease has been varied, the variations are 
                         to be incorporated into the new lease, unless the 
                         variation document expressly states otherwise,

                                      39
<PAGE>

              (g)  that the covenants by the Landlord and the Tenant in this 
                   Lease have been and will continue to be fully performed and 
                   observed,

              (h)  that no reduction is to be made to take account of any rental
                   concession which, on a new letting with vacant possession, 
                   might be granted to the incoming tenant for a period within 
                   which its fitting out works would be carried out,

              (i)  that the benefit of any planning or other consent or licence 
                   current at the relevant Review Date is available also for 
                   such willing tenant,

              (j)  that the Property may lawfully be used for the use originally
                   permitted by this Lease and permitted by any consent given 
                   by the Landlord at the request of the Tenant, before the 
                   relevant Review Date, and

              (k)  that any VAT chargeable on the rents is fully recoverable by 
                   the Tenant as an input for VAT purposes.

"EXCLUDED     the following matters at the relevant Review Date:
REVIEW
MATTERS"      (a)  any effect on the rent of the fact that the Tenant, or any 
                   sub-tenant or any predecessor in title of either, is or has 
                   been in occupation of the Property,

              (b)  any goodwill attached to the Property by reason of the 
                   carrying on there of any business of the Tenant its 
                   sub-tenants or their predecessors in title to their 
                   respective businesses,

              (c)  any increase in rental value due to any improvements made to 
                   the Property before or after the date of this Lease by the 
                   Tenant or its sub-tenants with any consents (where required),
                   except improvements:

                   (i)   made at the expense of, or under an obligation to, the 
                         Landlord or its predecessors in title, or

                   (ii)  completed more than twenty-one (21) years before the 
                         relevant Review Date,

                   and for the avoidance of doubt the works specified in the 
                   attached schedule have been or will be carried out by the 
                   Tenant under an obligation to the Landlord (and so are not 
                   Excluded Matters).

              (d)  any temporary legal restraint on making or recovering any 
                   increase in the Rent,

              (e)  any depreciatory effect on the rent because VAT is charged or
                   chargeable on the rents,

"OPEN MARKET  the yearly rent, making the Review Assumptions and disregarding 
RENT"         the Excluded Review Matters, which would reasonable be expected 
              to be payable for the Property on a letting in the open market on 
              the relevant Review Date.

"REVIEW DATE" each date specified in clause 1.6:4

                                      40
<PAGE>

14.2 NEW RENT

     From and including each Review Date, the Rent will be:

     14.2:1   the sum agreed in writing between the Landlord and the Tenant at 
              any time, or

     14.2.2   in the absence of such agreement, the greater of:

              14.2:2.1  The Rent payable as specified in clause 1.6:1, or, if 
                        payment of the whole or part of the Rent has been 
                        suspended, the Rent that would have been payable had 
                        there been no suspension, and

              14.2:2.2 the Open Market Rent determined (but not earlier than 
                       the relevant Review Date) by Arbitration.  If before an 
                       application is made for the appointment of an arbitrator,
                       the Landlord so elects by prior notice in writing served 
                       on the Tenant, the determination will instead be made by 
                       an independent surveyor.  Any application for the 
                       appointment of an arbitrator or an independent surveyor 
                       may be made at any time after (but not before) the date 
                       six (6) months before the relevant Review Date.

14.3 MEMORANDUM

     14.3:1   Whenever a new Rent is agreed or determined under clause 14.2, the
              Landlord and the Tenant shall each execute a memorandum recording 
              the agreed amount of the new Rent and the memoranda shall be 
              exchanged.

     14.3:2   The memoranda will be prepared by the landlord and the parties 
              shall bear their own costs in this respect.

14.4 DELAY

     If the Rent payable from a Review Date ("the New Rent") is not known until 
     after that Review Date:

     14.4:1   the Rent payable immediately before the Review Date ("the Old 
              Rent") shall continue to be payable until the New Rent is 
              ascertained, and

     14.4:2   when the New Rent is ascertained, the Tenant shall pay, within 
              fourteen (14) days after the date of ascertainment:

              14.4:2.1  any difference ("the Shortfall") between the Old Rent 
                        and the New Rent for the period since the Review Date, 
                        and

              14.4:2.2  interest at Base Rate on the Shortfall,

     14.4:3   if interest is payable on the Shortfall, it shall accrue 
              separately on each instalment of the Shortfall from the date on 
              which each instalment would have been payable (had the New Rent 
              been known by the Review Date) to the date of payment of the 
              Shortfall, or to the date fourteen (14) days after the New Rent 
              becomes known, whichever date is the sooner.

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<PAGE>

GUARANTEE
-------------------------------------------------------------------------------

CLAUSE 15

15.1 DEFINITIONS

     In this clause "TERMINATION EVENT" means:

     (a) the disclaimer of this Lease, or

     (b) the surrender of this Lease by a liquidator, administrative receiver 
         or trustee in bankruptcy, or

     (c) the forfeiture of this Lease, or

     (d) the Original Tenant (being a body corporate) ceasing to exist.

15.2 GUARANTEE

     The Guarantor covenants with and guarantees to the Landlord, as a 
     premiinary obligation and with joint and several liability as if the 
     Guarantor were the tenant or a co-tenant with the tenant:

     15.2:1   that the Original Tenant shall comply with its obligations:

              15.2:1.1  to pay the rents under this Lease, including all 
                        increases whether implemented in accordance with this 
                        Lease or otherwise agreed or settled between the 
                        Landlord and the Original Tenant, and

              15.2:1.2  to perform and observe the Tenant Covenants, and

              15.2:1.3  to perform and observe the provisions of any Authorised 
                        Guarantee Agreement entered into by the Original Tenant 
                        under the terms of this Lease,

     15.2:2   that the Guarantor shall indeminify the Landlord against all 
              losses, claims, demands, damages, liabilities, costs, fees and 
              expenses suffered by the Landlord as a result, directly or 
              indirectly, of a breach by the Original Tenant of a Tenant 
              Covenant or the happening of a Termination Event.

15.3 NEW LEASE ON DISCLAIMER, ETC.

     15.3:1   If the Landlord so requires, by notice in writing served on the 
              Guarantor within four (4) months after a Termination Event, the 
              Guarantor shall immediately take up a new lease of the Property. 
              The terms of the new lease shall be such that, under the 
              combination of this Lease and the new lease, the Landlord will be 
              in the same postion (so far as can be achieved) as if the 
              Termination Event had not occurred and the Guarantor had been the 
              tenant under this Lease.  Without prejudice to these general 
              words, the new lease is to include the following provisions:

              15.3:1.1  the term shall commence on (and shall include) the day 
                        after the date of the Termination Event and continue 
                        for the balance of the Contractual Term, and

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<PAGE>

              15.3:1.2  if on the date of the Termination Event there is an 
                        outstanding rent review:

                        (a)  the second day of the term shall be a review date 
                             ("New Lease First Review Date"),

                        (b)  for the purpose of the review of the Rent on the 
                             New Lease First Review Date (but not on any 
                             subsequent Review Date) the Open Market Rent shall 
                             be assessed as at the last Review Date in this 
                             Lease falling before the New Lease First Review 
                             Date,

                        (c)  pending ascertainment of the New Rent payable from 
                             the New Lease First Review Date (in accordance 
                             with the provisions for review of the Rent) the 
                             initial Rent shall be the Rent payable under this 
                             Lease immediately before the date of the 
                             Termination Event, and

                        (d)  on ascertainment of the New Rent clause 14.4 shall 
                             apply, and

              15.3:1.3  the other terms shall be the same as the terms of this 
                        Lease, with all provisions of a periodic nature, 
                        including any relating to review of the Rent, applying 
                        on the dates that would have applied if the Termination 
                        Event had not occurred.

     15.3:2   The Guarantor shall pay the Landlord's reasonable and proper 
              costs and expenses in connection with the grant of the new lease.

15.4 WAIVER BY GUARANTOR OF RIGHTS

     15.4:1   The Guarantor waves any right to require the Landlord to proceed 
              against the Original Tenant or to pursue any other remedy which 
              may be available to the Landlord before proceeding against the 
              Guarantor.

     15.4:2   The Guarantor shall not claim in any liquidation, bankruptcy, 
              composition or arrangement of the original Tenant in competition 
              with the Landlord.

     15.4:3   While any liabilities of the Original Tenant or the Guarantor to 
              the Landlord remain outstanding:

              15.4:3.1  the Guarantor shall pay to the Landlord the proceeds of 
                        all judgments and distributions it receives from any 
                        liquidator, trustee in bankruptcy or supervisor of the 
                        Original Tenant,

              15.4:3.2  the Guarantor shall hold for the benefit of the Landlord
                        all security and rights the Guarantor may have over 
                        assets of the Original Tenant,

              15.4:3.3  the Guarantor shall not be entitled to benefit from any 
                        security held by the Landlord in respect of the 
                        Original Tenant's obligations to the Landlord under 
                        this Lease, and

              15.4:3.4  the Guarantor shall not be entitled to stand in the 
                        place of the Landlord in respect of any such security.

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<PAGE>

15.5 GUARANTOR'S LIABILITY NOT TO BE PREJUDICED

     The Guarantor's liability under this clause 15 is not to be discharged or 
     reduced by any of the following:

     15.5:1   any time or indulgence granted by the Landlord to the Origianl 
              Tenant or any neglect or tolerance by the Landlord in enforcing 
              the Original Tenant's obligations,

     15.5:2   the Landlord's refusal to accept rent tendered, when acceptance 
              of rent might have joepardised the Landlord's right of forfeiture,

     15.5:3   any change in the constitution, structure or powers of the 
              Original Tenant, the Guarantor or the Landlord,

     15.5:4   the liquidation, administration or bankruptcy of the Origianl 
              Tenant or the Guarantor

     15.5:5   any legal limitation or any immunity, disability or incapacity of 
              the original Tenant, whether or not known to the Landlord, or any 
              dealings with the Landlord by the original Tenant outside the 
              powers of the original Tenant,

     15.5:6   a variation of the terms of this Lease by agreement between the 
              Landlord and the original Tenant, or

     15.5:7   any other thing by which (but for this provision) the Guarantor 
              would have been released.

15.6 SURRENDER OF PART BY ORIGINAL TENANT

     If the original Tenant surrenders part of the Property:

     15.6:1   the liability of the Guarantor shall continue in respect of the 
              remainder, after making any necessary apportionments under 
              Section 14O of the Law of Property Act 1925, and

     15.6:2   any new lease granted under clause 15.3 shall be of the part of 
              the Property that has not been surrendered.

15.7 BENEFIT OF GUARANTEE

     Successors of the Landlord shall automatically be entitled to the benefit 
     of this guarantee without the need for an assignment.

15.8 CHANGE OF ADDRESS

     The Guarantor shall forthwith notify the Landlord in writing of each 
     change in the principal address of the Guarantor (including in the case of 
     an individual a change in the usual place of residence and in the case of 
     a Guarantor with a registered office a change in the address of the 
     registered office).

                                      44
<PAGE>

EXECUTED BY THE PARTIES AS A DEED and delivered on, but not before, the date 
inserted as the date of this Lease




                                              (THE COMMON SEAL of
                                              (CAPITAL & COUNTIES plc
                                              (was affixed in the presence of:-



                                              Director



                                              Secretary











                                      45
<PAGE>

REGULATIONS
-------------------------------------------------------------------------------

1.  MUSIC

    Tenants must not play or use any musical instruments or equipment which 
    produces sound in their premises which can be heard outside their premises.

2.  ANIMALS

    Tenants must not keep any live animals (other than guide dogs), fish, 
    reptiles or birds in their premises.

3.  PESTS

    Tenants must keep their premises free from rats, mice and other pests.

4.  RUBBISH

    Tenants must keep all rubbish and refuse in properly covered rubbish bins 
    to the reasonable satisfaction of the Landlord and arrange for the removal 
    of all refuse from their premises at least weekly.

5.  RESIDENCE

    Tenants must not allow any person to reside or sleep on their premises.
 
6.  AUCTION

    Tenants must not hold any sale by auction on their premises.
 
7.  SAFES AND OTHER HEAVY OBJECTS

    Tenants must not bring any safe or other very heavy object on to their 
    premises without the Landlord's consent, such consent not to be 
    unreasonably withheld or delayed.

8.  WINDOW SILLS AND BALCONIES

    Tenants must not place flower-pots window-boxes or other articles on 
    externalwindow sills and balconies.

                                      46
<PAGE>

THE SCHEDULE
-------------------------------------------------------------------------------

Of works referred to in item (c) in the definition of Excluded Review Matters 
in clause 14.1 Items to be included at rent review

1. Air conditioning systems in the following areas

   Ground floor  - Production Commissioning Area (Stonepail Close elevation)

                 - Training Rooms and Training Equipment Room (south wing 
                   overlooking rear car park)

                 - VSD Lab and Development Systems Areas

                 - VM2OOO Lab

                 - Customer Test Area

    First Floor  - None

    Second Floor - Conference Room Nos 1 & 2

2.  Rearrangement of car park comprising 84 spaces to provide an additional 6 
    spaces.

3.  Unisex shower to be provided on first or second floor in existing toilet 
    block.

4.  Additional service bunking similar to existing perimeter bunking to be 
    provided to the six internal columns on each floor.

                                      47