<PAGE>   1


                                                                   EXHIBIT 10.43


[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



                             DATED 17 FEBRUARY 2000





                           MEPC BOULEVARD LIMITED (1)

                            MEDEVA PHARMA LIMITED (2)

                                       AND

                                 MEDEVA PLC (3)





--------------------------------------------------------------------------------
                                   UNDERLEASE
                   OF PLOT 6 BOULEVARD INDUSTRY PARK HALEWOOD
                                   MERSEYSIDE
--------------------------------------------------------------------------------


<PAGE>   2


THIS SUB-UNDERLEASE is made on 17 February 2000 BETWEEN:

(1)     MEPC BOULEVARD LIMITED (Company Registration Number 3650759) whose
        registered office is at Nations House 103 Wigmore Street London W1H 9AB
        ("LANDLORD")

(2)     MEDEVA PHARMA LIMITED (Company Registration Number 449451057 whose
        registered office is at Medeva House Regent Park Kingston Leatherhead
        Surrey KT22 7PQ ("TENANT")

(3)     MEDEVA PLC (Company Registration Number 2086530) whose registered office
        is at 10 St James's Street London SWIA 1EF ("GUARANTOR")

WHEREAS:

1.      PARTICULARS

        "ESTATE" means Boulevard Industry Park. Halewood Merseyside shown for
        the purpose of identification only edged green on Plan 1

        "EXTERIOR DECORATING YEARS" means every [***] year of the Term

        "INITIAL RENT" means [***] per annum.

        "INSURANCE RENT" means:

               (a)    the sums which the Landlord shall from time to time pay
                      whether by way of premiums or by way of reimbursement of
                      third parties for insuring the Premises against the risks
                      set out in clauses 11.2(a) and 11.2(b)

               (b)    all of any increased premiums payable by reason of the act
                      or omission of the Tenant and



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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               (c)    all the premium that the Landlord shall from time to time
                      pay (or where such insurance includes other premises a
                      reasonable proportion of such premium to be determined by
                      the Surveyor acting as an expert and not as an arbitrator)
                      for insuring against the loss of Rent and Service Charge
                      in accordance with clause 11.2(c)

        "INTEREST RATE" means [***] percent per annum above the Base Rate of the
        Bank of Scotland or some other London or Scottish Clearing Bank
        nominated in writing from time to time by the [***]

        "INTERIOR DECORATING YEARS" means every [***] of the Term

        "PERMITTED USER" means a trade or business within Classes [***] of the
        Schedule to the Town and Country Planning (Use Classes) Order 1987

        "PREMISES" means Unit Number 6 Boulevard Industry Park and the car
        parking bays and loading area more particularly defined in schedule 1

        "RENT COMMENCEMENT DATE" means Date of Practical Completion which the
        parties agree in 23 December 1999

        "REVIEW DATES" means the [***] anniversaries of the Term Commencement
        Date

        "SERVICE CHARGE" means the monies payable by the Tenant pursuant to
        clause 8

        "TERM COMMENCEMENT DATE" means 29th September 1999

        "TERM" means 25 years from and including the Term Commencement Date

2.      DEFINITIONS

        2.1    The terms defined in the Particulars and in this clause 2 shall
               for all purposes of this Sub-Underlease have the meanings
               specified:



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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        "ACCOUNTANT" means any person or firm appointed by or acting for the
        Landlord (including an employee of the Landlord or a Group Company) to
        perform the function of an accountant for any purpose of this
        Sub-Underlease

        "ADJOINING PROPERTY" means any neighboring or adjoining land or property
        in which the Landlord the Superior Lessor or a Group Company has a
        freehold or leasehold interest or in which during the Term the Landlord
        (or a Group Company) shall have acquired a freehold or leasehold
        interest

        "BASIC SPECIFICATION" means the specification attached hereto as
        appendix 1 and headed "LEASE BASE SPECIFICATION"

        "BUILDING" means the buildings erected on part of the Premises

        "COMMON PARTS" means the pedestrian ways and landscaped areas and any
        other areas which are from time to time during the Term provided by the
        Landlord for common use and enjoyment by the tenants and occupiers of
        the Estate and all persons expressly or by implication authorized by
        them

        "CONDUITS" means all existing and future (but only to the extent that
        they come into existence during the perpetuity period) pipes sewers
        drains mains conduits gutters watercourses wires cables channels subways
        flues and all other conducting media including any fixings louvres cowls
        and other covers

        "ENACTMENT" means:

               (a)    any Act of Parliament and

               (b)    any European Community or other supra-national legislation
                      having the force of law in the United Kingdom and
                      references (whether specific or general) to any Enactment
                      include any statutory modification or re-enactment of it
                      for the time being in force and any order instrument



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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                      plan regulation permission or directive made or issued
                      under it or under any Enactment replaced by it or
                      deriving validity from it

        "ESTATE ROADS" means such estate roads and footpaths within the Estate
        shown on the Plan and such other estate roads and footpaths as the
        Landlord may from time to time designate

        "GROUP COMPANY" means a company that is a member of the same group as
        the Landlord or the Superior Lessor within the meaning of section 42 of
        the 1954 Act

        "HEADLEASE" means the underlease under which Landlord holds the Premises
        dated 17 February 2000 made between Speke Garston Developments Limited
        (1) ("Superior Lessor") and the Landlord (2) for a term of 150 years
        less 1 day from 31st March 1998

        "INSURED RISK" means any risk against which the Landlord covenants to
        insure hereunder

        "INTEREST" means interest during the period from the date on which the
        payment is due to the date of payment both before and after any
        judgement at the Interest Rate then prevailing or should the Base Rate
        referred to in clause 1 cease to exist such other rate of interest as is
        most closely comparable with the Interest Rate to be agreed between the
        parties or in default of agreement to be determined by the Accountant
        acting as an expert and not as an arbitrator

        "LANDSCAPE CORRIDOR" means that part of the Estate shaded yellow on Plan
        1 and such other areas as the Landlord under the Head Lease shall from
        time to time designate as amenity land within the Estate

        "NECESSARY CONSENTS" means all permissions consents approvals licenses
        certificates and permits in legally effectual form as may be necessary
        lawfully to commence carry out maintain and complete any works



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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        "OTHER BUILDINGS" means the buildings (excluding the Building) now or at
        any time during the Term erected on the Estate

        "PLAN 1 PLAN 2 PLAN 3 PLAN 4 AND PLAN 5" means the plans numbered
        accordingly and drawings annexed to this Sub-Underlease as appendix 2

        "PLANNING ACTS" means the Town and Country Planning Act 1990 the
        Planning (Listed Buildings and Conservation Areas) Act 1990 the Planning
        (Hazardous Substances) Act 1990 the Planning (Consequential Provisions)
        Act 1990 the Environmental Protection Act 1990 the Planning and
        Compensation Act 1991 and the Environment Act 1995 and all statutes
        regulations and orders included by virtue of clause 3.14

        "RENT" means the Initial Rent as reviewed in accordance with schedule 4
        and such term includes neither the Service Charge nor the Insurance Rent
        but the term "rents" includes the Rent the Service Charge and the
        Insurance Rent

        "RETAINED PARTS" means all parts of the Estate and the Other Buildings
        not let or intended to be let to a tenant including (but without
        prejudice to the generality of the foregoing):

        (a)    the Common Parts

        (b)    the roads within the Estate until such time as the same shall
               become maintainable at public expense

        (c)    all Conduits on or serving the Estate except any that are within
               and solely serve premises let or intended to be let

        (d)    the boundary walls and fences of the Estate

        "SERVICES" means the services set out in schedule 5

        "SOUTH ROAD" means the private road adjoining the Estate and shown
        coloured brown on Plan 2



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


                                       5
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        "SURVEYOR" means any person or firm appointed by or acting for the
        Landlord (including an employee of the Landlord or a Group Company and
        including the person or firm appointed by the Landlord to collect the
        rents and manage the Estate) to perform the function of a surveyor for
        the purpose of this Sub-Underlease

        "TENANTS FIT OUT WORK" means works carried out by or at the cost of the
        Tenant to fit out the Premises as described in the Specification of
        Tenant's Works attached hereto as appendix 3

        "UNIT" means plot of land with or without buildings forming part of the
        Estate let or intended to be let for separate occupation

        "VALUE ADDED TAX" means Value Added Tax or such other imposition or levy
        of a like nature which may extend or replace Value Added Tax

        "WORKING DAY" means Monday to Friday inclusive except bank holidays or
        other public holidays in England

        "1954 ACT" means part II Landlord and Tenant Act 1954

3.      INTERPRETATION

        3.1    The expressions "LANDLORD" and "TENANT" wherever the context so
               admits include their respective successors in title

        3.2    Where the Landlord the Tenant or the Guarantor for the time being
               are 2 or more individuals the terms "LANDLORD" "TENANT" and
               "GUARANTOR" include the plural number and obligations expressed
               or implied to be made by or with such party are deemed to be made
               by or with such individuals jointly and severally

        3.3    References to the "SUPERIOR LESSOR" shall include its successors
               in title and shall also include all parties having a reversionary
               interest in the Premises or any part or parts of it however
               remote



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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        3.4    Words importing one gender include all other genders and words
               importing the singular include the plural and vice versa

        3.5    The expression "GUARANTOR" includes not only the party named as
               third party to this Sub-Underlease (if any) but also any person
               who enters into covenants with the Landlord pursuant to clauses
               5.17(e) 5.17(f) and 5.29

        3.6    The expression "ESTATE" where the context so admits includes any
               additional and adjoining land and buildings in which the Landlord
               has a freehold or leasehold interest or in which during the Term
               the Landlord shall have acquired a freehold or leasehold interest
               and which shall have been so constructed or acquired to form part
               of the Estate and such expression shall also include any estate
               which shall be reduced in area

        3.7    The expression "TERM" includes any period of holding-over or
               extension or continuance

        3.8    References to the "LAST YEAR OF THE TERM" include the last year
               of the Term if the same shall determine otherwise than by
               effluxion of time and references to the "EXPIRATION OF THE TERM"
               include such sooner determination of the Term

        3.9    References to any right exercisable by the Landlord or any right
               exercisable by the Tenant in common with the Landlord shall be
               construed as including (where appropriate) the exercise of such
               right by the Superior Lessor and to all persons authorized by the
               Landlord and the Superior Lessor (including agents professional
               advisers tenants contractors workmen and others) and in common
               with all other persons having a like right

        3.10   Any covenant by the Tenant not to do an act or thing shall be
               deemed to include an obligation not to permit such act or thing
               to be done and to use all reasonable endeavours to prevent such
               act or thing being done by a third party



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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        3.11   References to "CONSENT OF THE LANDLORD" or words to similar
               effect mean a consent in writing signed by or on behalf of the
               Landlord and references to "APPROVED" and "AUTHORIZED" or words
               to similar effect mean (as the case may be) approved or
               authorized in writing by or on behalf of the Landlord and (where
               required) the Superior Lessor

        3.12   The Term "PARTIES" or "PARTY" shall mean the Landlord and/or the
               Tenant but except where there is an express indication to the
               contrary shall exclude the Guarantor

        3.13   "DEVELOPMENT" has the meaning given by section 55 Town and
               Country Planning Act 1990

        3.14   Any reference to a specific statute includes any statutory
               extension or modification or re-enactment of such statute and any
               regulations or orders made thereunder and any general reference
               to "STATUTE" or "STATUTES" includes any regulations or orders
               made thereunder

        3.15   The relevant perpetuity period shall be the term of this
               Sub-Underlease

        3.16   The clause headings do not form part of this Sub-Underlease and
               shall not be taken into account in its construction or
               interpretation

4.      DEMISE

        4.1    The Landlord demises to the Tenant the Premises together with the
               rights specified in schedule 2 but excepting and reserving to the
               Landlord and the Superior Lessor and all others entitled thereto
               the rights specified in schedule 3 to hold the Premises to the
               Tenant for the Term subject to all rights easements privileges
               restrictions covenants and stipulations of whatever nature
               affecting the Premises including the matters contained or
               referred to in the documents specified in schedule 6 yielding and
               paying to the Landlord:



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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               (a)    Rent payable without any deduction by equal [***] payments
                      in advance on the usual [***] in every year, and
                      proportionately for any period of less than a year the
                      first such payment being a proportionate sum in respect of
                      the period from and including the Rent Commencement Date
                      to and including the day before the [***] next thereafter
                      to be paid on the date hereof and

               (b)    by way of further rent [***] upon the Rent and

               (c)    by way of further rent the Fair Proportion (as defined in
                      paragraph 1.1 of schedule 5) of the Service Charge payable
                      on demand in accordance with clause 7 and

               (d)    by way of further rent the Insurance Rent payable on
                      demand in accordance with clause 11 provided that no
                      demand shall be made more than 28 days before the relevant
                      premiums are payable to the insurers

               (e)    any other payments due from the Tenant to the Landlord
                      from time to time during the Term pursuant to the
                      provision of this Sub-Underlease

5.      TENANT'S COVENANTS

        The Tenant covenants with the Landlord

        5.1    Rent

               (a)    To pay the rents on the day and in the manner set out in
                      clause 4 and not to exercise or seek to exercise any right
                      or claim to [***] or any right or claim to [***] whatever

               (b)    If so required in writing by the Landlord to make all or
                      some of such payments by Banker's Order to any Bank and
                      account that the Landlord may from time to time nominate



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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        5.2    Outgoings and [***]

               To pay and to indemnify the Landlord against:

               (a)    all rates taxes assessments duties charges impositions and
                      outgoings which are now or during the Term shall be
                      charged assessed or imposed upon the Premises or upon the
                      owner or occupier of them but not any tax payable on
                      rental income in the Landlord's hands or in respect of any
                      dealing with any interest in reversion to this Lease

               (b)    [***] in respect of rents or any other payment made by the
                      Tenant under any of the provisions of or in connection
                      with this Sub Underlease or paid by the Landlord on any
                      payment made by the Landlord where the Tenant agrees in
                      this Sub-Underlease to reimburse the Landlord for such
                      payment provided that the Landlord shall deliver a [***]
                      to the Tenant in respect of such payments

        5.3    [***]

               To [***] and to [***] all charges for [***] at or in relation to
               the Premises (including [***]) where a [***] is provided for the
               Premises

        5.4    Repair

               To repair and keep in repair and where necessary [***] the
               Premises (damage caused by [***] excepted other than where the
               [***] are [***] in consequence of any act or default of the
               Tenant or anyone at the Premises expressly or by implication with
               the Tenant's authority) and to [***] the Landlord's [***] in the
               Premises which may be or become [***] at any time during or at
               the expiration of the Term

        5.5    Clean and tidy and decoration



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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               (a)    To keep any part of the Premises which may not be built
                      upon [***] in good condition and [***] and all landscaped
                      areas within the Premises [***] (including for the
                      avoidance of doubt (but not limited to) those areas shaded
                      purple and brown on Plan 3)

               (b)    To clean [***]of all [***] in the Premises as often as
                      shall be necessary

               (c)    In each of the [***] and in the [***] to [***] of the
                      Building and in each of the [***] and in the [***] to
                      [***] of the Building in both instances in a good and
                      workmanlike manner and with appropriate materials of good
                      quality to the reasonable satisfaction of the Surveyor the
                      [***] of such [***] (if different to those previously
                      existing) to be [***]

        5.6    Access of Landlord and notice to repair

               (a)    To permit the Landlord at reasonable times and upon not
                      less than [***] prior notice (except in emergency when no
                      notice shall be required):

                      (i)    to enter upon the Premises for the purpose of
                             ascertaining that the covenants and conditions of
                             this Sub-Underlease have been observed and
                             performed

                      (ii) to view the state of repair and condition of the
                           Premises and

                      (iii)  to give to the Tenant (or leave upon the Premises)
                             a notice specifying any repairs cleaning
                             maintenance and decoration that the Tenant has
                             failed to execute in breach of the terms hereof and
                             to request the Tenant forthwith to execute the same

               (b)    Forthwith to repair cleanse maintain and decorate the
                      Premises as required by such notice

               (c)    If within [***] of the service of such a notice the Tenant
                      shall not have commenced and be proceeding diligently with
                      the execution of the work



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



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<PAGE>   13

                      referred to in the notice or shall fail to complete the
                      work within [***] to permit the Landlord to enter the
                      Premises to execute such work as may be necessary to
                      comply with the notice and to pay to the Landlord the
                      cost of so doing and all expenses incurred by the
                      Landlord (including legal costs and surveyor's fees)
                      within [***] of a written demand

        5.7    Yield up

               At the expiration of the Term to yield up the Premises in repair
               decorated and in all other respects in accordance with the terms
               of this Sub-Underlease and to give up all keys of the Premises to
               the Landlord and to remove all lettering and signs erected by the
               Tenant in upon or near the Premises forthwith to make good any
               damage caused by such removal

        5.8    [***] and [***]

               (a)    Not to [***] the Building nor [***] or other structures
                      nor [***] nor make any [***] to the Premises or the
                      Building except as expressly permitted under clause 5.8(b)

               (b)    The Tenant may carry out [***] to the Building which [***]
                      of the Building where:

                      (i)    the Tenant has submitted [***] to the Landlord
                             [***] and

                      (ii)   the Tenant has [***] to the Landlord [***] relating
                             to the [***] as the Landlord may reasonably require
                             including a [***] and

                      (iii)  the Tenant has if reasonably so required by the
                             Landlord provided the Landlord with [***] which
                             will allow the Landlord to [***] if the Tenant
                             [***] and within a reasonable time and

                      (iv)   the Tenant has obtained the [***] to the [***] and



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



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                      (v)    the Tenant has obtained all [***] to the [***]

               (c)    To remove any [***] (but not the Tenant's [***]) made to
                      the Premises at the [***] if so requested by the Landlord
                      and to [***] any part or parts of the Premises which may
                      be [***] by [***]

               (d)    Not to [***] nor except in accordance with clause 5.8(e)
                      make any [***] serving the Premises either exclusively or
                      in conjunction with the Premises

               (e)    To make connection with those [***] that exclusively [***]
                      the Premises only in accordance with the [***]

               (f)    It shall be lawful for the Landlord to enter upon the
                      Premises and [***] any [***] made in non-compliance with
                      the provisions of this clause 5.8 and execute [***] as are
                      necessary to [***] and the [***] thereof (including [***])
                      shall be [***]

        5.9    Planning, Acts

               (a)    To comply with the provisions and requirements of the
                      Planning Acts whether as to the Permitted User or
                      otherwise and to [***] (both during and following the
                      expiration of the Term) and keep the Landlord [***]
                      against all [***] whatsoever including [***] in respect of
                      any contravention

               (b)    At the expense of the [***] to obtain all planning
                      permissions and to serve all such notices as may be
                      required for the carrying out of any operations or user on
                      the Premises which may constitute Development under the
                      Planning Acts provided that no application for planning
                      permission shall be made without the previous consent of
                      the Landlord such approval not to be unreasonably withheld
                      or delayed



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



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<PAGE>   15

               (c)    Subject only to any statutory direction to the contrary to
                      pay and satisfy any charge or levy that may hereafter be
                      imposed under the Planning Acts in respect of the [***] or
                      the commencement or continuance of [***]

               (d)    Notwithstanding any consent which may be granted by the
                      Landlord under this Sub-Underlease not to [***] to the
                      Premises or any [***] until:

                      (i)   all necessary [***] under the Planning Acts have
                            been [***] to the Landlord and

                      (ii)  all necessary [***] under the Planning Acts have
                            been [***] to the Landlord and

                      (iii) the Landlord has [***] that every [***] is [***]
                            (such [***] not to be unreasonably withheld or
                            delayed)

                      the Landlord being entitled to [***] its [***] of a [***]
                      on the grounds that any [***] would be (or be likely to
                      be) [***] of the Landlord or of the Superior Lessor in the
                      Premises the Building the Estate or any Adjoining Property
                      whether during or following the expiration of the Term

               (e)    Unless the Landlord shall otherwise direct to [***] before
                      the expiration of the Term:

                      (i)    any [***] stipulated to be [***] to the Premises by
                             a date subsequent to such expiration as a condition
                             of any [***] granted the [***] of which has begun
                             before the expiration of the Term and

                      (ii)   any [***] begun upon the Premises in respect of
                             which the Landlord [***] for any [***] under the
                             Planning Acts

               (f)    In any case where a planning permission is granted subject
                      to conditions and if the Landlord reasonably so requires
                      to provide [***] for the [***]



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



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<PAGE>   16

                      such conditions and not to [***] the planning permission
                      until [***] has been provided

               (g)    If reasonably required by the Landlord but at the cost of
                      [***] to [***] any [***] of planning permission or the
                      imposition of any [***] of planning permission or the
                      imposition of any [***] a planning permission relating to
                      the Premises following an application by [***]

               (h)    If the Tenant shall carry out permit or consent to any
                      [***] on the Premises the Tenant will [***] the [***] for
                      any [***] of whatsoever nature (including [***] to give
                      appropriate notices and information) under any legislation
                      for which the [***] shall be [***] as a result of such
                      [***] and shall [***] to the Landlord the [***] which in
                      default of [***] shall be [***] from [***]

               (i)    Without prejudice to the generality of the foregoing and
                      other provisions of this Sub-Underlease to take all
                      necessary steps to ensure that [***] of the Building and
                      all other relevant parts of the Premises do not [***] as
                      may be agreed with or stipulated by any statutory
                      authority from time to time including carrying out [***]
                      and/or [***] to the Building or other parts of the
                      Premises to the satisfaction of each and every statutory
                      authority

        5.10   [***] and information

               (a)    If called upon so to do [***] to [***] all [***] as the
                      Landlord may reasonably require in order to satisfy itself
                      that the provisions of clause 5.9 have been complied with

               (b)    If called upon so to do [***] to [***] acting for the
                      Landlord or any person acting as [***] such [***] as may
                      reasonably be requested in writing in relation to any
                      pending or intended [***] or the implementation of the
                      provisions of [***]



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



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        5.11   Statutory obligations

               (a)    At the [***] expense to [***] and [***] upon or in respect
                      of the Premises or the use to which the Premises are being
                      put that are required (whether by the lessor lessee or the
                      occupier) in order to comply with the requirements of any
                      statute (already or in the future to be passed) or any
                      government department local authority other public
                      competent authority or court of competent jurisdiction

               (b)    Not to [***] the Premise s [***] the [***] may [***]

               (c)    Without prejudice to the generality of the foregoing to
                      comply in all respects with the [***] and any other [***]
                      or by any [***] applicable to the Premises or in regard to
                      [***] for the time being [***] by the Tenant on the
                      Premises

               (d)    To comply with any [***] imposed on the Premises by any
                      statutory authority whether as a planning condition or
                      otherwise

        5.12   [***]

                      Not [***] the Premises for [***] other than [***]

        5.13   [***] restrictions

               (a)    Not to do (or permit or suffer to remain upon the
                      Premises) anything which may be or become or cause a
                      nuisance annoyance disturbance inconvenience injury or
                      damage to the Landlord or its tenants or the

               (b)    Not to use the Premises for sale by auction or for any
                      dangerous noxious noisy or offensive trade or business nor
                      for any illegal or immoral act or purpose



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



                                       16
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               (c)    Not to sleep or allow any person to sleep on the Premises
                      and not to use the Premises for residential purposes nor
                      keep any animal fish reptile or bird on the Premises save
                      for security or research purposes

        5.14   [***]

               (a)    Not without the Landlord's consent (such consent not to be
                      unreasonably withheld or delayed) to [***] (whether in
                      connection with [***] or otherwise) upon any [***] of the
                      Premises

               (b)    Not [***] on the [***] the Building or to or through any
                      [***] of the Building or [***] upon any other part of the
                      Premises any [***] provided that a [***] giving the [***]
                      approved in writing by the Landlord (such consent not to
                      be unreasonably withheld or delayed) shall not be a breach
                      of this clause 5.14(b)

               (c)    It shall be lawful for the Landlord to enter upon the
                      Premises and remove any [***] by the Tenant in
                      non-compliance with the provisions of this clause 5.14 and
                      execute such works as are necessary to restore the
                      Premises to their former state and the [***] thereof
                      (including [***]) shall be [***]

        5.15   [***]

               Not to:

               (a)    [***] of the Building or use the same for the [***] or
                      place any [***] nor

               (b)    have within the Building any [***] or other articles which
                      may [***] the Building

        5.16   [***]



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



                                       17
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               (a)    Not to [***] any [***] from [***] and [***] the same [***]
                      except from [***] and not to cause nor permit any [***] or
                      [***] to any other user of them

               (b)    Not to permit any [***] belonging to [***] or any persons
                      [***] the Premises expressly or by implication with the
                      authority of [***] to [***] or the [***] thereof and to
                      use all reasonable endeavours to ensure that such persons
                      shall [***]

        5.17   Dealings with the Premises

               In this clause 5.17 "CONSENT" means the consent of [***] in
               writing which will not be unreasonably withheld or delayed and
               "PERMITTED PART" means a part of the Premises of at least [***]
               square feet gross internal area which is capable of [***]:

               (a)    Unless expressly permitted by this clause 5.17 not to
                      [***]

               (b)    The Tenant may [***] enter into a [***] to a bona fide
                      [***] of good standing which is not a [***]

               (c)    The Tenant may [***] the whole of the Premises

               (d)    It is agreed that the Landlord will [***] if it [***] to
                      [***] in any of the following circumstances:

                      (i)    where the [***] is a [***] of [***] or a [***] of
                             which [***] or which has the same [***] as [***]
                             where [***] have the meanings given to them by
                             section 736 Companies Act 1985 or

                      (ii)   where in the reasonable opinion of the Landlord the
                             [***] is not [***] to [***] it to [***] the
                             covenants of the Tenant in this Sub-Underlease or



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



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                      (iii)  where in the reasonable opinion of the Landlord the
                             [***] would be [***] by the [***] on the
                             assumptions (whether or not a fact) that the
                             Landlord wished to [***] on the day following [***]

                      (iv)   where there is a [***] in this Sub-Underlease by
                             the Tenant or

                      (v)    where the [***]

                      (vi)   where the [***] is not resident in the United
                             Kingdom or the European Community

               (e)    It is also agreed that it would not be unreasonable for
                      the Landlord to require the fulfillment of the following
                      requirements as a condition of the [***]:

                      (i)    the [***] is to [***] an [***] on the date of the
                             [***] and

                      (ii)   the [***] is if reasonably required by the Landlord
                             to procure a [***] with [***] from one or more
                             [***] who are to [***] to the Landlord the [***] in
                             terms similar to those set out in this
                             Sub-Underlease and

                      (iii)  the [***] to the Landlord of [***] and other [***]
                             under this Sub-Underlease prior to the date of the
                             [***] save where there is a bona fide dispute in
                             relation to any such other [***] and

               (f)    The Tenant may [***] all or a Permitted Part of the
                      Premises where [***] of the following conditions are
                      satisfied:

                      (i)    the [***] has [***] and

                      (ii)   the [***] has covenanted [***] to [***] on the part
                             of [***] contained in this Sub-Underlease so far as
                             they relate to the Premises [***] and



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



                                       19
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                      (iii)  if the Landlord reasonably so requires a [***]
                             acceptable to the Landlord has [***] by [***]. of
                             its above [***] in such terms as the Landlord may
                             reasonably require and

                      (iv)   no [***] is taken for the [***] and

                      (v)    the rent first [***] the [***] is [***] the rent
                             per square foot [***] for the [***] in the [***]
                             provided that if the rent so reserved is [***] the
                             Rent then payable under this Sub-Underlease the
                             Tenant may not [***] in any [***]

                      (vi)   any [***] or other [***] to the [***] are no [***]
                             than is usual at the time in all the circumstances
                             and

                      (vii)  the [***] is [***] as [***] and contains the same
                             [***] and where the [***] under it is [***] at the
                             same times and on the same terms as [***] and

                      (viii) there shall at no time be more than [***] of a
                             Permitted Part or more than [***] of the Premises
                             including the Tenant

               (g)    (i)    To enforce against any [***] the provisions of
                             the [***] and not waive or vary them and

                      (ii)   To operate the [***] provisions contained in any
                             [***] so as to ensure that the [***] at the correct
                             times and in accordance with those provisions

               (h)    Not [***]:

                      (i)    to [***] of any [***] or

                      (ii)   to accept a [***] of part of the [***] or

                      (iii)  to agree any [***] under any [***]



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



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<PAGE>   22

               (i)    Not to require or permit any [***] by any [***], to be
                      [***] or to be paid more than [***] in advance or to be
                      [***]

               (j)    Any [***] under this clause 5.17 shall (unless it
                      expressly states otherwise) only be [***] if the dealing
                      to which it relates is [***] after the date of the [***]

               (k)    It is agreed that the conditions and stipulations referred
                      to in clauses 5.17(d) and 5.17(e) are not to be taken as
                      an exhaustive list of conditions or stipulations which it
                      would be reasonable for the Landlord to impose in relation
                      to the [***] of any [***] to [***]

               (l)    The Tenant may (after giving written notice to the
                      Landlord containing all relevant information including
                      [***]) [***] the Premises [***] as the Tenant (within the
                      meaning of [***] Landlord and Tenant Act 1954) for so long
                      as [***] shall remain [***]) on condition that the [***]
                      does not create any [***] and that on any [***] the [***]
                      immediately ceases

               (m)    Within [***] after any [***] of the Premises or any [***]
                      (whether or not specifically referred to in this clause
                      5.17) to give to the Landlord's solicitors notice in
                      duplicate specifying the particulars of the matter in
                      question and at the same time to supply [***] of any [***]
                      it and to [***] those solicitors a [***] or such [***] as
                      shall be reasonable at the time

               (n)    From time to time [***] during the Term to provide the
                      Landlord with [***] the Premises including particulars of
                      [***] in respect of them and copies of any relevant
                      documents and the [***] of the Premises

        5.18   [***] costs

               To [***] all reasonable [***] (including without prejudice to the
               generality of the foregoing those [***]) incurred by [***] in
               relation or incidental to:



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



                                       21
<PAGE>   23

               (a)    every [***] made by [***] for a [***] required or made
                      necessary by the provisions of this Sub-Underlease whether
                      the same be granted or refused or proffered subject to any
                      qualification or condition or whether the [***] save where
                      such [***] is held by a tribunal or competent jurisdiction
                      to have been [***]

               (b)    the [***] under section [***] Law of Property Act 1925 or
                      incurred by proceedings under section [***] of that Act
                      notwithstanding that [***]

               (c)    the [***] of [***] or other [***] from the [***] and

               (d)    any steps taken in connection with the [***] of a [***]
                      during or after the expiration of the Term

        5.19   [***] Property

               (a)    Not to cause the Common Parts or any other land roads or
                      pavements abutting on or nearby the Premises to [***]

               (b)    Not to [***] other than [***] and on a [***] basis [***]
                      any [***] on any part of the land within the Premises

        5.20   [***]

               Not to permit to be [***]:

               (a)    any [***] and to take all reasonable measures to ensure
                      that [***] or

               (b)    any [***] or of a kind calculated to or that does in fact
                      [***] and not to do anything that causes the [***]

        5.21   [***]



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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               To keep all [***] (including [***]) upon the Premises [***] and
               for that purpose to [***] as and when necessary or when
               recommended by [***] to ensure by directions to [***] and
               otherwise that such [***] is [***] and to [***]

        5.22   [***]

               To [***] the Landlord [***] and [***] and without prejudice to
               the generality of the foregoing to [***] all reasonable [***] of
               the Landlord or the Superior Landlord

        5.23   Indemnities

               To be responsible for and to keep the Landlord fully indemnified
               against all damage damages losses expenses actions demands
               proceedings claims and liabilities made against or suffered or
               incurred by the Landlord arising [***] out of.

               (a)    any [***] of the Tenant or any persons at the Premises
                      expressly or impliedly with the Tenant's authority or

               (b)    any [***] by the Tenant of the covenants conditions or
                      other provisions of this Sub-Underlease

        5.24   Re-letting boards

               To permit the Landlord at any time during the, last [***] of the
               Term to enter upon (provided that it shall not interfere with the
               conduct of the Tenant's business) the Premises and affix and
               retain upon any part of the Premises a notice for re-letting the
               same and during such period to permit persons [***] at reasonable
               times of the day to view the Premises

        5.25   Rights of [***]

               (a)    Not to [***] any [***] belonging to the Building



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



                                       23
<PAGE>   25

               (b)    Not to permit any new [***] to be made or acquired in
                      against out of or upon the Premises and if any such [***]
                      shall be made or acquired or attempted to be made or
                      acquired to give immediate notice to the Landlord and at
                      the request and cost of the Landlord to adopt such means
                      as may be reasonably required or deemed proper for
                      preventing any such [***] or the [***]

        5.26   Interest on Arrears

               (a)    If the Tenant shall fail to pay the rents or any other sum
                      due under this Sub-Underlease (including for the avoidance
                      of doubt rents which the Landlord refrains from demanding
                      or receiving due to a subsisting breach of covenant by the
                      Tenant) the Tenant shall pay the Landlord Interest on the
                      rents or other sum from the date when it was due to the
                      date on which it is paid and such shall be deemed to be
                      rent due to the Landlord

               (b)    Nothing in clause 5.26(a) shall entitle the Tenant to
                      withhold or delay any payments of the rents or any other
                      sum due under this Sub-Underlease after the date upon
                      which it falls due or in any way prejudice affect or
                      derogate from the rights of the Landlord in relating to
                      the said non-payment including (but without prejudice to
                      the generality of the foregoing) under the proviso for
                      re-entry contained in this Sub-Underlease

        5.27   Sale of reversion etc

               To permit the Landlord at any time during the Term to enter upon
               the Premises and affix and retain upon any part of the Premises a
               notice for selling the Landlord's reversion or any interest
               superior to the Term (provided that such notice shall not
               interfere with the conduct of the Tenant's business) and to
               permit upon reasonable notice at any time during the Term
               prospective purchasers of or dealers in or agents instructed in
               connection with the sale of the Landlord's



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



                                       24

<PAGE>   26

               reversion or of any interest superior to the Term to [***]
               without interruption providing the same are [***]

        5.28   Defective Premises

               To give notice to the Landlord of any defect in the Premises
               which might give rise to an obligation on the Landlord to do or
               refrain from doing any act or thing in order to comply with the
               provisions of this Sub-Underlease or the duty of care imposed on
               the Landlord pursuant to the Defective Premises Act 1972 or
               otherwise and at all times to [***] which the Landlord may from
               time to time reasonably require to be [***] the Premises

        5.29   New Guarantor

               Within [***] of the death during the Term of any Guarantor or of
               such person becoming bankrupt or having a receiving order made
               against him or being a company passing a resolution to wind up or
               entering into liquidation or having a receiver appointed to give
               notice of this to the Landlord and if so required by the Landlord
               at the expense of [***] to procure some other person acceptable
               to the Landlord such acceptance not to be unreasonably withheld
               execute a guarantee in respect of the Tenant's obligations
               contained in this Sub-Underlease in the form set out in clause 12

        5.30   Landlord's rights

               To permit the Landlord at all times during the Term to exercise
               without interruption or interference any of the rights granted to
               it by virtue of the provisions of this Sub-Underlease

        5.31   Observe Headlease



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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               To perform and observe all the covenants on the part of the
               lessee contained in the Headlease insofar as this relates to the
               Premises or the rights granted by this Lease save to the extent
               that they are expressly assumed by the Landlord in this Lease

        5.32   Indemnity for breach of Headlease

               To indemnify and keep indemnified the Landlord against all
               damages losses costs expenses actions demands proceedings claims
               and liabilities made against or suffered or incurred by the
               Landlord acting [***] out of any breach by the Tenant of the
               immediately preceding covenant

        5.33   Permit access to the Landlord

               To permit the Landlord to enter upon the Premises at reasonable
               times and upon reasonable prior written notice (except in
               emergency when no notice shall be required) for any purpose that
               [***] is necessary to enable it to comply with the covenants on
               its part contained in the Headlease notwithstanding that the
               obligation to comply with such covenants may be imposed on the
               Tenant by this Lease

        5.34   Compliance with [***]

               In this clause the [***] means the [***]:

               (a)    where the [***] apply to [***] to the Premises in all
                      respects in accordance with the [***]

               (b)    before commencing any [***] to which the [***] apply to
                      make a declaration that the Tenant is the client in
                      respect of those [***] for the purposes of the [***] and
                      to give to the Landlord a copy of that declaration and of
                      the acknowledgement of it from the [***] (or such other
                      authority as may from time to time be appropriate under
                      the [***])



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



                                       26
<PAGE>   28

               (c)    within [***] after completion of any [***] to which the
                      [***] apply to give to the Landlord all necessary details
                      of those [***] for the [***] required to be maintained
                      under the [***]

               (d)    where the [***] apply to any [***] undertaken by the
                      Tenant or any undertenant to procure in favor of the
                      Landlord a [***] license (which [***]) to [***] any and
                      all documents relating to those [***] contained in the
                      [***] and the [***] contained in them for [***] whatsoever
                      connected with the demised premises or in the Centre

               (e)    at the expiry or sooner determination of the term to give
                      to the Landlord any [***] relating to the Premises
                      maintained by the Tenant or any undertenant pursuant to
                      the [***]

6.      LANDLORD'S COVENANTS

        The Landlord covenants with the Tenant:

        6.1    Quiet enjoyment

               To permit the Tenant to peaceably and quietly hold and enjoy the
               Premises without unlawful interruption or disturbance from or by
               the Landlord or any person claiming under or in trust for the
               Landlord

        6.2    Headlease rents

               To pay the rents reserved by the Headlease and to observe and
               perform the obligations of the Tenant in the Head Lease [***]

7.      LANDLORD'S PROVISION OF SERVICES

        7.1    The Landlord covenants with the Tenant to use all reasonable
               endeavours to carry out or use all reasonable endeavours to
               procure the carrying out by the Head



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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               Landlord of the Services or such of them as the Landlord acting
               reasonably and in accordance with the principles of good estate
               management considers necessary

        7.2    In performing its obligations the Landlord shall be entitled in
               its discretion to employ [***] as the Landlord may from time to
               time think fit and whose reasonable fees salaries charges and
               expenses (including [***]) shall form part of the [***] provided
               that if the Landlord does not employ [***] for such purpose the
               Landlord may [***]

        7.3    The Landlord shall not be responsible for any delay or stoppage
               in connection with the performance or observance of such
               obligations or for any omission to perform the same due to any
               cause or circumstances not within the control of the Landlord but
               shall use all reasonable endeavours to remedy and make good the
               same as soon as possible after notification

        7.4    If the Landlord does not seek to recover any sum expended or
               liability incurred by it in connection with the Services in any
               Accounting Period as defined in clause 9.1 the Landlord may
               nevertheless recover such sum or liability in any subsequent
               Accounting Period

8.      PAYMENT OF SERVICE CHARGE

        8.1    The Tenant covenants with the Landlord to pay the Fair Proportion
               of the Service Charge at the times in the manner provided in
               clause 9 without any deduction (whether by legal or equitable set
               off)

9.      TIMES AND MANNER OF PAYMENT OF SERVICE CHARGE

        9.1    The Landlord shall make and send to the Tenant notice in writing
               of the Landlord's reasonable estimate of the expected amount of
               the Service Charge for any period of [***] ("the Accounting
               Period") and the Tenant shall pay the Fair Proportion of the
               estimate of the Service Charge by installments (apportioned on a
               daily basis) on the days specified in the notice



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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        9.2    The Landlord will as soon as practical after the end of the
               relevant Accounting Period (and in any event within [***] of the
               end of the relevant Accounting Period) prepare and send to the
               Tenant a statement of the Service Charge for the Accounting
               Period audited by a member of the Institute of Chartered
               Accountants (which statement shall specify inter alia the actual
               cost of providing the Services for the Accounting Period
               (including copy vouchers or other reasonable details and
               information evidencing the cost to the Landlord of individual
               services provided))

        9.3    The Landlord's statement referred to in clause 9.2 shall in the
               absence of [***] be [***] the parties hereto

        9.4    In the event of the sums determined to be payable by the Tenant
               in accordance with clause 9.2 exceed the aggregate of the sums
               already paid by the Tenant in respect of the Accounting Period
               the Tenant will pay the balance due for such period within [***]
               of receipt of [***] to the Landlord and in the event of the
               aggregate of the sums paid by the Tenant in respect of such
               Accounting Period exceeding the sums so determined to be payable
               by the Tenant the excess will be repaid to the Tenant

        9.5    If during any Accounting Period it reasonably appears to the
               Landlord that because of unexpected expenses or liabilities the
               Landlord's previous estimate of the Service Charge is likely to
               be exceeded then the Landlord may serve on the Tenant a statement
               of such expenses and liabilities and the Fair Proportion of them
               payable by the Tenant and the Tenant shall pay that proportion
               within [***] of [***] of it and the payment shall be taken into
               account as part of the sums paid on account of the Service Charge
               for the relevant Accounting Period for the purpose of clause 9.4

        9.6    The Tenant's obligation to pay the Fair Proportion of the Service
               Charge shall be limited to costs reasonably incurred or
               reasonably anticipated



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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10.     DISPUTES

        10.1   Any dispute as to the Services provided or to be provided or the
               amount of the Service Charge or the Fair Proportion may be
               referred by the Tenant at any time prior to the expiry of [***]
               from receipt of any demand or estimate to [***] with at least
               [***] such [***] in the absence of agreement between the parties
               to be nominated by [***] on the Tenant's application Such [***]
               will act as [***] but shall be entitled to [***] made by either
               party and shall be instructed to make an order as to [***] Such
               [***] shall act fairly and impartially His decision shall be
               [***]

11.     INSURANCE

        11.1   Subject to the Tenant paying the Insurance Rent and to such
               insurance being available in the insurance market at the relevant
               time at [***] and upon [***] the Landlord will insure the
               Premises:

               (a)    unless such insurance shall be [***] by [***] or by [***]
                      and

               (b)    subject to such excesses exclusions or limitations as the
                      Landlord's insurers may require in such insurance office
                      or with such underwriters and through such agency as the
                      Landlord may from time to time decide in such sums as the
                      Landlord shall from time to time be advised by the
                      Surveyor as being the [***] including [***] and

               (c)    procuring that such insurance shall include a [***] the
                      Tenant and that the Tenant's [***] shall be noted on the
                      relevant insurance policy

        11.2   Such insurance shall be against:

               (a)    loss of damage by fire explosion storm lightning tempest
                      flood burst pipes impact and (in peacetime) aircraft
                      articles dropped therefrom riot civil commotion and
                      malicious damage subsidence landslip, and heave and



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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                      such other risks of insurance which the Landlord may from
                      time to time deem necessary or the Tenant shall request

               (b)    liability of the Landlord arising out of or in connection
                      with any matter involving or relating to the Estate and

               (c)    the loss of Rent and Service Charge payable under this
                      Sub-Underlease from time to time (having regard to any
                      review of rent which may become due under this
                      Sub-Underlease) for [***] or such longer period as the
                      Landlord may from time to time reasonably deem to be
                      necessary for the purposes of planning and carrying out
                      rebuilding or reinstatement

        11.3   The Tenant shall pay the Insurance Rent on [***] for the period
               from and including the commencement of the Term to the day before
               the next policy renewal date and thereafter the Tenant shall pay
               the Insurance Rent [***]

        11.4   If and whenever during the Term:

               (a)    the Premises or any part of them or access to them are
                      damaged or destroyed by an Insured Risk so that the
                      Premises or any part of them are [***] and

               (b)    the insurance of the Premises has not been [***] by the
                      [***] or [***] the Rent and Service Charge or a fair
                      proportion of the Rent and Service Charge according to the
                      nature and the extent of the damage sustained (the amount
                      of such proportion to be determined by [***]) shall be
                      [***] until the Premises the damaged part or the access
                      shall have been reinstated so that the Premises or the
                      damaged part are [***]

        11.5   If and whenever during the Term:

               (a)    the Premises are damaged or destroyed by an Insured Risk
                      and



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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               (b)    the payment of the insurance moneys is not refused in
                      whole or in part by reason of [***] the Landlord will
                      [***] take such steps as may be requisite and proper to
                      obtain any planning permissions or other permits and
                      consents that may be required under the Planning Acts or
                      other Statute for the time being in force to enable the
                      Landlord to [***] the Premises and will as soon as these
                      have been obtained spend and lay out all moneys received
                      in respect of such insurance (except [***]) in [***] the
                      Premises so damaged or destroyed provided that the
                      Landlord shall not be liable to [***] the Premises if the
                      Landlord is unable (having used all reasonable endeavours)
                      to obtain all planning permissions permits and consents
                      necessary to execute such [***] or if the [***] is
                      prevented for any other reason beyond the control of the
                      Landlord in which event the insurance moneys shall be
                      [***] on the date of the damage or destruction and in the
                      event of any dispute as to such [***] the dispute shall be
                      referred for resolution to [***] by the Landlord and the
                      Tenant or [***]

        11.6   The Tenant covenants with the Landlord:

               (a)    to [***] made known to it in writing

               (b)    not to [***] that could cause [***] the Premises to [***]
                      wholly or in part nor (unless the Tenant shall have
                      previously notified the Landlord and have agreed to [***])
                      anything whereby [***] may become payable

               (c)    to keep the Premises supplied with such fire fighting
                      equipment as the insurers and the fire authority and/or
                      the Landlord may require and to maintain the same to their
                      satisfaction

               (d)    not (except in such quantities as shall from time to time
                      be required for the Tenant's manufacturing activities on
                      the Premises) to [***] the Premises any [***] of a [***]
                      and to comply with the requirements and



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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                      recommendations of the fire authority as to fire
                      precautions relating to the Premises

               (e)    not to obstruct the access to any fire equipment or the
                      means of escape from the Premises

               (f)    to give notice to the Landlord forthwith upon the
                      happening of any event which might affect any insurance
                      policy relating to the Premises

               (g)    if and whenever during the Term the Premises or any part
                      thereof are damaged or destroyed by an Insured Risk and
                      the insurance money under the policy of insurance is [***]
                      the Tenant or anyone at the Premises expressly or by
                      implication with the Tenant's authority [***] forthwith in
                      every such case to pay to the Landlord [***] the amount of
                      such insurance money [***] in which event the provisions
                      of clauses 11.5 and 11.6 shall apply

               (h)    forthwith to inform the Landlord in writing of any
                      conviction judgement or finding of any court or tribunal
                      relating to the Tenant (or any [***] of the Tenant) of
                      such a nature as to be likely to affect the decision of
                      any insurer or underwriter to grant or to continue
                      insurance of any of the above mentioned risks

               (i)    if at any time the Tenant shall be entitled to the benefit
                      of any insurance on the Premises (which is not effected or
                      maintained in pursuance of any obligation herein
                      contained) to [***] all moneys received by virtue of such
                      insurance [***] in respect of which the same shall have
                      been received and to pay to the Landlord a [***] which the
                      Landlord may be required to pay in connection with any
                      claim made under the policy or policies of insurance
                      effected by the Landlord pursuant to clause 11.2

        11.7   The Landlord covenants with the Tenant in relation to the policy
               of insurance effected by the Landlord pursuant to clause 11.2 to:



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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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               (a)    produce to the Tenant on demand (but no more often than
                      once in any period of 12 months) reasonable evidence of
                      the terms of the policy and the fact that the last premium
                      has been paid

               (b)    notify the Tenant of any material change in the risks
                      covered by the policy from time to time and

               (c)    use reasonable endeavors to procure either insurance in
                      the joint names of the Landlord and the Tenant or failing
                      that written confirmation from the insurers that they have
                      agreed to waive all rights of subrogation against the
                      Tenant

12.     GUARANTOR'S COVENANTS

        The Guarantor covenants with the Landlord:

        12.1   If the Tenant shall make any default in payment of the rents or
               in observing or performing any of the covenants conditions or
               other terms of this Sub-Underlease the Guarantor will pay the
               rents and observe or perform the covenants conditions or terms in
               respect of which the Tenant shall be in default notwithstanding:

               (a)    any time or indulgence granted by the Landlord to the
                      Tenant or any neglect or forbearance of the Landlord in
                      enforcing the payment of rent or the observance or
                      performance of the Tenant's covenants or any refusal by
                      the Landlord to accept Rent tendered by or on behalf of
                      the Tenant at a time when the Landlord was entitled (or
                      would after the service of a notice under section 146 Law
                      of Property Act 1925 have been entitled) to re-enter the
                      Premises

               (b)    that the terms of this Sub-Underlease may have been varied
                      by agreement between the parties providing such variation
                      is not prejudicial to the Guarantor



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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               (c)    that the Tenant shall have surrendered part of the
                      Premises in which event the liability of the Guarantor
                      hereunder shall continue in respect of the part of the
                      Premises not so surrendered after making any necessary
                      apportionments under section 140 Law of Property Act 1925
                      and

               (d)    any other act or thing whereby but for this provision the
                      Guarantor would have been released other than a variation
                      of the terms of this Sub-Underlease agreed between the
                      parties that is prejudicial to the Guarantor

               (e)    any change in the constitution structure or powers of the
                      Guarantor the Tenant or the Landlord

               (f)    any act which is beyond the powers of the Tenant

        12.2   If the Tenant (being an individual) shall become bankrupt or
               (being a company) shall enter into liquidation and the
               trustee-in-bankruptcy or liquidator shall disclaim this
               Sub-Underlease the Guarantor will if the Landlord shall by notice
               within [***] after such disclaimer so require take from the
               Landlord a lease of the Premises for the residue of the Term
               which would have remained had there been disclaimer [***]
               hereunder and subject to the same covenants and conditions as in
               the Sub-Underlease (and so for this purpose any rent review date
               or other date or period which under the provisions of this
               Sub-Underlease is calculated by reference to the Term
               Commencement Date shall be deemed to be calculated from the Term
               Commencement Date) with the exception of this clause 12 such new
               lease to take effect from the date of the said disclaimer and in
               such case the Guarantor shall [***] and execute and deliver to
               the Landlord a counterpart thereof

        12.3   If this Sub-Underlease shall be disclaimed and for any reason the
               Landlord does not require the Guarantor to accept a new lease of
               the Premises in accordance with clause 12.2 the Guarantor shall
               pay to the Landlord on demand an amount



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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               equal to the difference between any money received by the
               Landlord for the use or occupation of the Premises and the rents
               in both cases for the period commencing with the date of such
               disclaimer and ending on whichever is the earlier of:

               (a)    the date [***] after such disclaimer and

               (b)    the date [***] upon which [***]

        12.4   As between the Landlord and the Guarantor the Guarantor shall be
               deemed to be a principal debtor

        12.5   The Guarantor shall not be entitled to [***] by the Landlord in
               respect of the Tenant's obligations to the Landlord under this
               Sub-Underlease or to stand in the place of the Landlord in
               respect of such [***]

        12.6   Where the Guarantor is more than one person the release of one or
               more of them shall not release the others

13.     PROVISOS

        13.1   Re-entry

               If at any time during the Term:

               (a)    the rents (or any of them or any part thereof) shall be in
                      arrear and unpaid for [***] after becoming payable
                      (whether formally demanded or not) or

               (b)    there shall be any [***] by the Tenant of [***] this
                      Sub-Underlease or

               (c)    the Tenant suffers any [***] on its goods or

               (d)    a [***] or an [***] is made in respect of the Tenant or



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>   38

               (e)    a resolution is passed or an order is made [***] the
                      Tenant other than a member's [***] for the purpose of
                      [***] previously approved by the Landlord or

               (f)    a [***] (including an [***]) is [***] over the whole or
                      any part of the [***] of the Tenant or

               (g)    the Tenant is [***] or is [***] or (being a corporation or
                      company incorporated outside Great Britain) is [***] under
                      the laws of the country or state of its incorporation or

               (h)    the Tenant (being a company) is deemed [***] within the
                      meaning of [***] or (being an individual) appears to be
                      [***] within the meaning of [***]

               the Landlord may at any time thereafter (and notwithstanding the
               waiver of any previous right of re-entry) re-enter the Premises
               or any part thereof in the name of the whole and thereupon the
               Term shall absolutely cease and determine but without prejudice
               to any rights or remedies which may then have accrued to the
               Landlord against the Tenant in respect of any antecedent breach
               (including the breach in relation to which re-entry is made) or
               any of the covenants and conditions contained in this
               Sub-Underlease

        13.2   Covenants relating to adjoining land

               Nothing contained in or implied by this Sub-Underlease shall give
               the Tenant the [***] or [***] or to [***] of any covenant
               agreement or condition entered into by [***] in respect of [***]

        13.3   Disputes with [***]



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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               If any dispute arises between the Tenant and [***] or [***] as to
               [***] in connection with [***] or as to [***] the Premises [***]
               or as to [***] it shall be decided by [***]

        13.4   Effect of waiver

               Each of the Tenant's covenants shall remain in full force both at
               law and in equity notwithstanding that the Landlord shall have
               waived or released temporarily any such covenant or waived or
               released temporarily or permanently revocably or irrevocably a
               similar covenant or similar covenants affecting any [***]

        13.5   Rights [***] etc

               The operation of section 62 Law of Property Act 1925 shall be
               excluded from this Sub-Underlease and the only rights granted to
               the Tenant are those expressly set out in this Sub-Underlease and
               the Tenant shall not by virtue of this Sub-Underlease be deemed
               to have acquired or be entitled to and the Tenant shall not
               during the Term acquire or become entitled by any means
               whatsoever to [***] any [***] not comprised in this
               Sub-Underlease

        13.6   Exclusion of [***] warranty

               Nothing in this Sub-Underlease or in any consent granted by the
               Landlord under this Sub-Underlease shall imply or warrant that
               the Premises may be [***] herein authorized (or any [***]
               authorized) under the Planning Acts

        13.7   Accidents

               The Landlord shall not be responsible to the Tenant or to anyone
               at the Premises expressly or by implication with the Tenant's
               authority for any accident happening or injury suffered or for
               any damage to or loss of any chattel sustained in the Premises or
               the Building

        13.8   Representations



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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               The Tenant acknowledges that this Sub-Underlease has not been
               entered into in reliance wholly or partly on any statement or
               representation made by or on behalf of the Landlord except any
               such statement or representation that is made or confirmed in
               writing by the Landlord's Solicitors or that is expressly set out
               in this Sub-Underlease

        13.9   Licenses etc under hand

               Whilst the Landlord is a limited company or other corporation all
               licenses consents approvals and notices required or permitted to
               be given by the Landlord, shall be sufficiently given if given
               under the hand of a Director the Secretary or other duly
               authorized officer of the Landlord

        13.10  Tenant's property

               If after the Tenant has vacated the Premises on the expiry of the
               Term any property of the Tenant remains in or on the Premises and
               the Tenant fails to remove it within [***] after [***] the
               Landlord so to do or if after using its best endeavors; the
               Landlord is unable to [***] the Tenant within [***] from the
               first attempt so made by the Landlord:

               (a)    the Landlord may as the agent of the Tenant [***] such
                      property provided that the Tenant will indemnify the
                      Landlord against any liability incurred by it [***]
                      property shall have been [***] by the Landlord in the bona
                      fide mistaken belief (which shall be presumed unless the
                      contrary be proved) that such property [***]

               (b)    if the Landlord having made reasonable efforts is unable
                      to locate the Tenant the Landlord shall be entitled to
                      retain the said [***] absolutely unless the Tenant shall
                      [***] the same within [***] of the date upon which the
                      Tenant vacated the Premises and



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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               (c)    the Tenant shall indemnify the Landlord against any damage
                      occasioned to the Premises or the Building or [***] and
                      any actions claims proceedings costs expenses and demands
                      made against the Landlord caused by or related to the
                      [***] the Premises

        13.11  Compensation

               Except where any statutory provision prohibits the Tenant's right
               to compensation being reduced or excluded by agreement the Tenant
               shall not be entitled to claim from, the Landlord on quitting the
               Premises any compensation under the 1954 Act

        13.12  Service of notices

               The provisions of section 196 Law of Property Act 1925 as amended
               by the Recorded Delivery Service Act 1962 shall apply to the
               giving and service of all notices and documents under or in
               connection with this Sub-Underlease except that section 196 shall
               be deemed to be amended as follows:

               (a)    The final words of section 196(4) "and that service be
                      delivered" shall be deleted and there shall be
                      substituted"... and that service shall be deemed to be
                      made on the third "Working Day" meaning any day from
                      Monday to Friday (inclusive) other than Christmas Day Good
                      Friday and any statutory bank holiday"

               (b)    Any notice or document shall also be sufficiently served
                      if sent by telex or by telegraphic facsimile transmission
                      to the party to be served and that service shall be deemed
                      to be made on the day of transmission if transmitted
                      before 4.00 p.m. on a Working Day but otherwise on the
                      next following Working Day

        13.13  Qualified Expert

               (a)    A Qualified Expert is a person who:



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[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                      (i)    is an associate or fellow of the Royal Institute of
                             Chartered Surveyors

                      (ii)   is appointed by the Landlord and the Tenant or in
                             default of agreement [***] at the request of either
                             of them or both of them jointly [***] or any person
                             authorized at the relevant time to act on [***]
                             behalf

                      (iii)  is appointed to resolve [***] where this Lease
                             provides for determination in this way and where
                             the parties cannot agree

                      (iv)   may be the person who is also [***]

               (b)    In resolving any of these questions the Qualified Expert
                      will act as an expert and not as an arbitrator and [***]

               (c)    In performing his functions hereunder the Qualified Expert
                      shall be required to act fairly and impartially

               (d)    As soon as he is appointed the Qualified Expert must write
                      to the parties to this Lease and allow them [***] in which
                      to submit to him in writing their proposals on how the
                      matter in question should be decided provided that for the
                      avoidance of doubt he shall not be obliged to [***] such
                      proposals if in his professional judgement it is not
                      appropriate to do so

               (e)    The fees of the Qualified Expert for performing any of the
                      functions given to him by this Lease will be paid by [***]
                      except where the Qualified Expert directs otherwise and
                      the Qualified Expert must order [***] to pay all or part
                      of his fees when he decides a matter in the manner (or
                      substantially in the manner) proposed by [***]

               (f)    [***] covenants with [***] to pay the fees of the
                      Qualified Expert except where the Qualified Expert directs
                      otherwise



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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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               (g)    [***] covenants with [***] to pay the fees of the
                      Qualified Expert when directed by the Qualified Expert to
                      do so

               (h)    If the Qualified Expert or any replacement of his shall
                      delay or become incapable or unwilling to act [***]
                      someone else to act in his place

        13.14  In performing their respective functions; hereunder the Surveyor
               and the Accountant shall be required to act fairly and
               impartially

IN WITNESS whereof this Deed has been duly executed on the date first stated
above



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COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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                                   SCHEDULE 1

                                  THE PREMISES

1.      All that land and buildings known as Unit 6 Boulevard Industry Park
        Halewood Merseyside shown for the purposes of identification only edged
        red on Plan 1 and without prejudice to the generality of the foregoing
        shall include:

        (a)    the Building

        (b)    all additions and improvements to the Premises

        (c)    all the Landlord's [***] of every kind which shall from time to
               time be in or upon the Premises (whether originally [***] the
               same or otherwise) except any such [***] by the Tenant or at the
               Tenant's cost that can be [***] the Premises without [***] the
               same and

        (d)    any Conduits that exclusively serve the Premises

        (e)    the airspace above the height of the Building and references to
               "Premises" shall in the absence of any provision to the contrary
               include any part of the Premises



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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                                   SCHEDULE 2

                                 RIGHTS GRANTED

(1)     The following rights in common with the Landlord and all others for the
        time being authorized by the Landlord or otherwise entitled for the
        Tenant and any permitted undertenant or permitted occupier of the
        Premises (and the operation of section 62 Law of Property Act 1925 shall
        be excluded from this Sub-Underlease):

        (a)    until the same are adopted and maintainable at the public expense
               a right of way at all times with or without vehicles (so far as
               [***]) over South Road and over the Estate Roads for the purpose
               of [***] the Premises [***]

        (b)    the right to connect to and use all Conduits from time to time
               serving the Premises and running across the Landlord's Adjoining
               Property provided that the Landlord has the right [***] during
               the Term to [***] for the Tenant to connect into any Conduits if
               in the reasonable opinion of the Landlord the Conduits are [***]
               which would be [***] from the proposed connection by the Tenant
               and

        (c)    to the extent that such works cannot otherwise reasonably be
               carried out the right upon reasonable prior written notice to the
               occupier of any or in relation to the Common Parts notice to the
               Landlord (except in emergency when no notice need be given) to
               [***] any part of that Unit or on the Common Parts (but not [***]
               thereon) with or without [***] for the purposes of:

               (i)    installing inspecting repairing renewing reinstalling
                      cleaning maintaining or connecting to [***] serving or to
                      serve the Premises

               (ii)   inspecting cleaning altering repairing maintaining
                      renewing or rebuilding the Premises [***]

               the person entering causing as little damage and inconvenience as
               reasonably practicable and making good at its own expense any
               damage caused to the Unit or the Common Parts by such entry



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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                                   SCHEDULE 3

                                 RIGHTS RESERVED

1.      The rights for the Landlord:

        (a)    to carry out works to the Common Parts and any other part of the
               Estate and to [***] in whatever manner may be desired and to
               [***] whether or not in each case the access of light and air to
               the Premises from time to time enjoyed by [***] shall be affected
               in any way save for the rights expressly granted by schedule 2

        (b)    to connect to and use all Conduits from time to time within or
               forming part of the Premises including but not limited to those
               contained in over under or within the area shaded orange on Plan
               4 ("Orange Area")

        (c)    upon reasonable prior written notice to the Tenant (except in
               emergency when no notice need be given) to [***] the Premises
               (but not save when exercising the rights set out in paragraphs
               1(c)(iv) 1(c)(v) and 1(c)(vi) on or into any Buildings on the
               Premises) with or without tools appliances scaffolding and
               materials for the purposes of:

               (i)    inspecting repairing maintaining and renewing any
                      landscaped areas within the Premises which form part of
                      the Landscape Corridor

               (ii)   constructing any buildings on any part of the Estate or

               (iii)  inspecting cleaning altering repairing maintaining
                      renewing demolishing or rebuilding any building forming
                      part of the Estate or any part of the Common Parts

               (iv)   inspecting the Premises in conjunction with [***]

               (v)    inspecting the Premises in order to ascertain whether the
                      Tenant's use of the Premises has resulted in [***]



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

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<PAGE>   47

               (vi)   inspecting repairing maintaining renewing and connecting
                      into the Conduits including but not limited to those
                      within in over or under the Orange Area

               (vii)  exercising the rights reserved by paragraph 1(e) below

               (viii) any [***]

               the person [***] causing as little damage as reasonably
               practicable and making good without delay at its expense any
               damage caused to the Premises by such [***]

        (d)    to [***] the Premises with [***] subject to the person exercising
               this right indemnifying the occupiers of the Premises against
               death or injury to persons and damage to property which may
               result from that [***]

        (e)    to install construct inspect repair maintain renew and retain
               [***] and ancillary accommodation works on the Premises in the
               location noted as reserved for a possible [***] on Plan 5
               including the right to [***] of the Premises for such purposes
               and to retain in such [***] the property plant machinery and
               equipment of any [***] provided that the person or persons
               exercising this right shall take all reasonable steps to minimize
               disruption to the Tenant and shall make good as soon as possible
               any damage caused to the Premises

        (f)    all rights of light and air support and protection and all other
               easements quasi-easements rights and benefits [***] by [***] or
               [***] on the Estate

        (g)    all rights of light and air support and protection enjoyed by the
               Premises and all other easements quasi-easements rights and
               benefits [***] by the Premises which would restrict or interfere
               with [***] for [***] purpose by the Landlord or any other person
               authorized by the Landlord or otherwise entitled



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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                                   SCHEDULE 4

                                   RENT REVIEW

1.      Definitions and interpretation

        In this schedule unless the context requires otherwise the following
        words and expressions where they begin with a capital letter have the
        following meanings:

        "[***] RENT" means the rent (after [***] of such length as [***]) at
        which the Premises [***] at the Relevant Review Date [***] assuming
        that:

        1.1    all Buildings forming part of the Demised Premises have been
               [***]

        1.2    the Premises are [***] or (if permitted by this Sub-Underlease
               and if it would [***]) [***] with vacant possession [***] on a
               lease for a term equal to [***] or [***] whichever is [***]
               commencing on the Relevant Review Date including provisions for
               [***] and otherwise on the same terms as this (except as to the
               amount of the Rent)

        1.3    the covenants and provisions of the Sub-Underlease on the part of
               the Tenant have been fully performed and observed

        1.4    if the Premises have been destroyed or damaged they have been
               fully restored

        1.5    the Premises are ready to receive the [***] fitting out works

        1.6    no work has been carried out to the Premises which has [***]

        1.7    every [***] is able to [***] in full but disregarding:

        1.8    any effect on rent of the fact that the Tenant any undertenant or
               any of their respective predecessors in title have been [***] the
               Premises

        1.9    any [***] attached to the Premises by reason of [***] the Tenant
               any undertenant or any of their predecessors in title



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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        1.10   the taxable status of the Tenant for the purpose of [***] or
               [***]

        1.11   any adverse effect on Rent of any [***] or other [***] on any
               [***]

        1.12   any effect on Rent of the [***]

        1.13   any effect on Rent attributable to any [***] the Premises [***]
               by or at the cost of the Tenant with the consent of the Landlord
               (where required) not more than [***] previously otherwise than in
               pursuance of an obligation to the Landlord

        1.14   any effect on Rent resulting from the absence of a [***] or other
               [***] which might otherwise [***] the Premises with vacant
               possession be granted to a tenant

        1.15   any effect on rent of [***] contained in any [***] in respect of
               the Premises or any part of them other than any [***] by or on
               behalf of the Landlord

               "RELEVANT REVIEW DATE" means the review date by reference to
               which the Rent is being reviewed

               "RENT REVIEW NOTICE" means a notice in writing prepared by [***]
               the Rent to be reviewed as from a Review Date

               "RESTRICTIONS" means restrictions imposed by [***] which operate
               to impose [***] in relation to [***] or the [***]

               "REVIEW DATE" means any one of the Review Dates

               "REVIEW DATES" means the [***] anniversary of the commencement of
               the Term and [***] anniversary of that date

2.      Procedure

        2.1    As from the Relevant Review Date the Rent shall be the [***] Rent
               or the Rent then payable whichever is [***]



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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        2.2    In relation to each review the Landlord may serve on the Tenant
               [***] a notice in writing [***] the Rent to be reviewed as from
               the Relevant Review Date

        2.3    If the Landlord and the Tenant fail to agree the amount of the
               [***] Rent within [***] after the service of the Rent Review
               Notice [***] may apply for determination of the amount of the
               [***] Rent by [***] and the [***] Rent shall be such amount as
               shall be determined by [***]

        2.4    If [***] the [***] Rent is not agreed or determined by the
               Relevant Review Date then in respect of the period beginning with
               [***] and ending on [***] the Rent shall [***] the Relevant
               Review Date and at the end of such period there shall be due to
               the Landlord [***] duly apportioned in respect of such period
               [***] from the Relevant Review Date to the date of actual payment
               (inclusive of both dates)

        2.5    Where the Rent is [***] with effect from a Review Date the
               Landlord and the Tenant shall at their own cost [***] for
               annexation to the original and counterpart of this Lease

        2.6    If the Tenant has not sent to the Landlord a [***] within [***]
               of having received it the Landlord may [***] and send [***] to
               the Tenant together with a [***] and the provisions of paragraph
               2.5 above shall be deemed complied with

3.      Restrictions

        3.1    Where Restrictions are in force at a Review Date the Landlord
               [***] give notice to the Tenant [***] but not later that [***]
               after such Review Date [***] that Review Date [***] as the
               Landlord [***] subsequently by not less than [***] prior notice
               [***] and in that event the Rent [***] the Review Date that is
               [***] shall [***] until [***] on review at the [***] or (as the
               case may be) a [***] Review Date



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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                                   SCHEDULE 5

                                 SERVICE CHARGE

1.      The Fair Proportion of Service Charge

        1.1    The "Fair Proportion" shall where the Landlord does not provide
               or procure the Services but pays the Landlord under the Head
               Lease to do so [***] per cent but where the Landlord does provide
               or procure the Services and in the absence of any other factors
               which the Landlord considers relevant acting reasonably shall
               mean such proportion of the Service Charge (as defined in clause
               1) as shall be calculated by application of the formula

               [***
               ------
                ***]

               when [***] equals the [***] of the Premises

        1.2    If the circumstances surrounding the provision of the Services
               (as defined in paragraph 2 of this schedule 5) properly warrant
               it the Landlord [***] in writing to determine [***] for the Fair
               Proportion:

               (a)    [***] to cover the appropriate contribution for Services
                      supplied or available for [***]

               (b)    [***] to cover the appropriate contribution for such
                      services supplied or available for [***] and in which case
                      paragraph I of schedule 6 shall be read as if reference to
                      the Estate were in fact to such [***]

        1.3    The Service Charge shall mean the cost to the Landlord of
               providing or of paying a third party to provide the Services (as
               defined in paragraph 2 of this schedule 5) in accordance with
               clause 7



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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2.      Services

2.1     The Services shall mean:

(a)     Inspection maintenance management repair renewal rebuilding (where not
        capable of economic repair) reinstatement replacement resurfacing
        painting lighting cleaning (including the removed of rubbish and litter)
        and (where required by any Enactment) the alteration and modification
        of:

                      (i)    the Common Parts (including planting tending
                             replanting cultivating watering weeding and so on
                             of any landscaping works within the Common Parts
                             and any specialist treatment which may from time to
                             time be required)

                      (ii)   the boundary walls or fences of the Estate (save
                             where a maintenance obligation in respect thereof
                             is performed now or hereafter by and at the cost of
                             some other person)

                      (iii)  the Conduits (up to the connection with the
                             relevant public main) not exclusively serving the
                             Premises (save where a maintenance obligation in
                             respect thereof is performed now or hereafter by
                             and at the cost of some other person)

                      (iv)   the South Road

               (b)    Planting tending replanting cultivating watering weeding
                      of any landscaping works and any specialist treatment
                      which may from time to time be required within the
                      Landscape Corridor

               (c)    Provision of all necessary full or part-time maintenance
                      cleaning management and supervisory staff and the
                      provision of suitable equipment protection and other
                      clothing uniforms and facilities for such staff during a
                      hours such staff are employed to work and the payment of
                      reasonable and



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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<PAGE>   53

                      proper wages salaries national insurance general insurance
                      health pension welfare and similar payments

               (d)    The provision and retention of a security service for the
                      Estate and in particular the monitoring of persons
                      attending the Estate by means of such security monitoring
                      equipment as is installed from time to time for the
                      benefit of the Estate generally and the inspection
                      maintenance management repair renewal reinstatement
                      replacement and cleaning of such equipment

               (e)    The provision operation inspection testing service repair
                      maintenance cleaning lighting renewing or replacement of
                      all plant machinery and equipment fixtures and fittings
                      from time to time within the Common Parts and the
                      installations referred to in paragraph 2.1(d) of this
                      schedule

               (f)    The provision maintenance repair and replacement of all
                      estate signs notice boards advertisements receptacles
                      tools appliances and apparatus within the Common Areas

               (g)    Control of traffic on the Estate Roads (including the
                      provision maintenance repair renewal and replacement of
                      all entrance and exit barriers directional signs street
                      bollards roundabouts street lighting road markings and
                      street furniture)

               (h)    Payment of all rates taxes duties charges assessments and
                      outgoings whatsoever in respect of the Estate (save where
                      the obligation to pay the same rests with someone else)

               (i)    The effecting and maintenance of insurance for the Common
                      Parts against loss or damage by fire and such other risks
                      as the Landlord shall from time to time reasonably deem
                      necessary in the interests of good estate management



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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               (j)    The carrying out of any works to the Common Parts which
                      shall or may be directed or required by any public local
                      or any other authority and (where reasonable and
                      appropriate) making representations against or otherwise
                      contesting or dealing with every notice regulation or
                      order of any competent local or other authority

               (k)    The provision supply and running of water gas electricity
                      telephone telecommunications and all other services
                      whatsoever required in connection with the management of
                      the Estate

               (l)    Clearing snow from and applying salt and/or grit to such
                      parts of the Estate as the Landlord shall reasonably
                      consider desirable and purchasing and maintaining stocks
                      of salt and grit

               (m)    All such further services as the Landlord may in the
                      interests of good estate management reasonably and
                      properly consider necessary or advisable for the proper
                      maintenance safety and good management of the Estate

        2.2    "SERVICES" shall not include any capital expenditure incurred by
               the Landlord in the initial construction of the Premises or the
               Estate



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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                                   SCHEDULE 6

         DOCUMENTS CONTAINING MATTERS TO WHICH THE PREMISES ARE SUBJECT

1.      Insofar as they relate to or affect the Premises all matters contained
        or referred to in the registers of Title Nos LA371448 MS387854 and
        MS401343

2.      All matters contained or referred to in the Headlease



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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                                   SCHEDULE 7

                         AUTHORIZED GUARANTEE AGREEMENT



THIS AUTHORIZED GUARANTEE AGREEMENT is dated _________________ 19 and is made
BETWEEN:

(1)            whose registered office is at          ("THE LANDLORD")

(2)            whose registered office is at          ("the FORMER TENANT")

WITNESSES as follows:

1.      Definitions and interpretations

        1.1    In this Deed the following expressions shall where the context so
               admits or requires have the following meanings:

        "ASSIGNEE" means ____________ whose registered office is at _________ of
        _________________

        "PREMISES" means _______________________________

        "RELEVANT COVENANTS" has the same meaning as in section 16 of the 1995
        Act

        "RELEVANT PERIOD" means the period starting on the date when the
        Sub-Underlease shall be assigned to the Assignee and terminating on the
        date when the Assignee is released from the relevant covenants by virtue
        of the Act

        "SUB-UNDERLEASE" means a Sub-Underlease of the Premises dated __________
        ______ 199 made between ________________ (1) and _______________ (2) and
        (3)

        "TERM" means the term of __________________ years from and including the
        ________________ 199 created by the Sub-Underlease



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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

        1.2    Words or phrases which are defined in the Sub-Underlease shall
               unless the context otherwise requires have a similar meaning when
               used in this Deed and any interpretations referred to in the
               Sub-Underlease shall also apply to this Deed

        1.3    Where the Former Tenant comprises 2 or more persons or
               corporations their liability shall be joint and several

        1.4    Words importing the singular meaning shall where the context so
               admit include the plural meaning and vice versa

2.      Authorized Guarantee Agreement

        2.1    This Deed is an Authorized Guarantee Agreement for the purposes
               of the 1995 Act and the circumstances set out in section 16(3) of
               the 1995 Act apply

3.      The Former Tenant's covenants

        3.1 The Former Tenant covenants and undertakes with the Landlord that:

               (a)    The Assignee will during the Relevant Period punctually
                      pay the rent(s) reserved by and comply with all the
                      tenant's covenants being relevant covenants contained in
                      the Sub-Underlease

               (b)    The Former Tenant will pay and make good to the Landlord
                      on demand and will indemnify the Landlord against all
                      losses costs expenses and damages occasioned by or
                      resulting from the Assignee's failure during the Relevant
                      Period to comply with any obligation owed by the Assignee
                      in respect of the relevant covenants

               (c)    If during the Relevant Period the Sub-Underlease is
                      disclaimed and the Landlord within 6 months of such
                      disclaimer by notice in writing to the Former Tenant so
                      requires the Former Tenant will accept and execute a



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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<PAGE>   58

                      counterpart of a lease of the Premises for a term equal to
                      the residue of the Term unexpired at the date of the
                      disclaimer at the rent payable immediately prior to such
                      date and subject to conditions and obligations no more
                      onerous than those contained in the Sub-Underlease (and
                      including provisions if applicable for a review of the
                      Rent on the same dates and in the same manner to those
                      contained in the Sub-Underlease) such lease to take effect
                      as from the date of the disclaimer

4.      Agreement and Declaration

        4.1 The parties hereby agree and declare that:

               (a)    The Former Tenant shall not be released from any liability
                      hereunder nor shall the liability of the Former Tenant be
                      in any way affected by reason of:

                      (i)    the fact that the Landlord does not strictly or
                             timeously enforce the relevant covenants against
                             the Assignee

                      (ii)   any variation of the terms of the Sub-Underlease in
                             the meantime to the extent permitted by section 18
                             of the 1995 Act

                      (iii)  any compromise or arrangement agreed between the
                             Landlord and the Assignee in the meantime

                      (iv)   any consent given under the Sub-Underlease in the
                             meantime

                      (v)    when the Former Tenant comprises 2 or more persons)
                             any release by the Landlord of any one or more of
                             the Former Tenants

               (b)    All monies due from the Former Tenant under this Guarantee
                      shall be paid without any deduction whatsoever and without
                      the Former Tenant exercising or seeking to exercise any
                      right or claim to legal or equitable set-off except to the
                      extent (if any) allowed by the Sub-Underlease



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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<PAGE>   59

               (c)    The parties hereby agree and declare that the provisions
                      of clause 4 shall only take effect to the extent permitted
                      by section 18 of the Act

IN WITNESS whereof this Deed has been duly executed on the date first stated
above



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



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<PAGE>   60

Executed and delivered as a deed by     )
MEPC BOULEVARD LIMITED                  )
acting by two duly authorized officers: )





                                            Director



                                            Director/Secretary



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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<PAGE>   61

                                   APPENDIX 1

                               BASE SPECIFICATION












[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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<PAGE>   62


                                INTERCITY JIS LTD

                             BOULEVARD INDUSTRY PARK

                              MEDEVA PHARMA LIMITED

                            LEASE BASE SPECIFICATION

                                  08 APRIL 1999






[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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                            LEASE BASE SPECIFICATION

                                  08 APRIL 1999

BOULEVARD INDUSTRY PARK

The buildings will be constructed as a shell capable of accepting specialist
fitting out/modification by the occupier or Intercity JIS, an behalf of the
occupier. A basic general office will be provided within the shell unit on two
floors, the area of which will up to [***] of the total floor area. Toilets,
including disabled provision, will be provided, compatible with the relevant
minimum standards, the quantity of which shall be related to the number of
employees calculated at one person per 75m2 of building area. A small kitchen
space will be provided. Modifications to the baseline shell unit which are
required. by individual occupiers can be incorporated and will be informed by
[***].

The baseline shell building will comprise:

1.00    PRODUCTION/WAREHOUSE/DELIVER/DISPATCH

1.1     FLOORS

1.1.1   Ground floor. flat uniform surface, [***], with [***]

1.2     FRAME

1.2.1   The building primary frame will be steel and will generally provide an
        internal height of [***] to underside of haunch

1.2.2   The primary roof structure will have a load capacity (UDL) allowance of
        [***] for the support of [***]. (The structure will not be designed to
        make any allowances for [***]).

1.3     EXTERNAL WALLS

1.3.1   [***], self-finished, inside and outside.

1.3.2   [***] will be provided.



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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1.3.3   Escape and personnel doors [***].

1.4     ROOF

1.4.1   Low pitch [***].

1.4.2   Gutters will be insulated, [***].

1.4.3   Rainwater downpipes will be [***].

1.4.4   A [***], will be provided [***].

1.5     INTERNAL WALLS

1.5.1   Internal compartment walls to subdivide the production/warehouse will be
        provided (compliant with building regulations) equivalent to [***] of
        the length of external building perimeter is included.

1.5.2   Walls will generally be left [***].

1.6     SERVICES/UTILITIES

1.6.1   Incoming services to the Production/Warehouse facility will be
        terminated at [***] on the building perimeter. The following service
        loadings will be provided in addition to [***] (items 2.7 & 2.8)

        [***]

        The electrical power will be provided at [***] to the building.

1.6.2   General power will be provided to a point within the building for
        distribution by the tenant.

2.0     OFFICES/WELFARE ACCOMMODATION

2.1     Floors



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[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.



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2.1.1   Ground floor:  flat uniform surface, [***] with [***]

2.1.2   Upper floor:  flat uniform surface, [***], with [***]

2.1.3   The upper floor slab will be capable of accommodating up to [***]
        penetrations for services in designated areas.

2.1.4   The floors to office areas will be finished in carpet, toilets will be
        tile finished, and kitchen, welfare areas generally will be sheet vinyl.

2.1.5   There will be no provision for [***].

2.2     FRAME

2.2.1   The office area primary frame will be [***] and will provide a potential
        floor to floor height of approximately [***]. This frame will be [***].

2.2.2   The frame members supporting the floor will be fire protected to [***]
        as appropriate.

2.2.3   The office roof structure will have a load capacity (UDL) dead load of
        [***] for the support of building services and ceilings.

2.3     EXTERNAL WALLS

2.3.1   [***]. Internally the [***].

2.3.2   Windows will be [***].

2.3.3   Escape doors will be [***].

2.3.4   Main visitor/staff entrance door will be [***].

2.4     ROOF

        As item 1.40.

2.5     INTERNAL WALLS



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[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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2.5.1   Office perimeter walls will be a [***].

2.5.2   Toilet area walls will be as 2.5.1 but with a tile finish.

2.5.3   Kitchen area walls will be as 2.5.1 but with a combination of tile and
        painted plaster finish.

2.5.4   Internal doors between the warehouse/production area and offices will be
        [***]. Doors elsewhere will be [***].

2.6     CEILINGS

2.6.1   Ceilings to office areas will be [***].

2.6.2   Toilet and kitchen areas will be painted plasterboard suspended
        ceilings.

2.7     LIGHTING/SMALL POWER/COMMUNICATIONS

2.7.1   Office areas will have [***].

2.7.2   Toilet and kitchen areas will have modular recessed low energy fittings
        providing [***]. All other circulatory spaces to be provided with a
        lighting level of [***].

2.7.3   Offices will have [***]; on two internal walls.

2.7.4   Kitchen and lobby areas will have switched power outlets for
        cleaning/domestic appliances.

2.7.5   [***] will be installed to the perimeter of the building to [***] on the
        ground floor.

2.7.6   Emergency lighting will be provided, in accordance with building
        control/fire officer requirements.

2.8     HEATING/VENTILATION



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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<PAGE>   67

2.8.1   General heating to the office, toilet and kitchen areas will be a [***]
        serviced by a [***]. [***] will have individual thermostatic controls.

2.8.2   Toilets and kitchen areas will be provided with mechanical extract
        ventilation in compliance with building control requirements.

2.9     FIRE ALARM INSTALLATION

2.9.1   A main fire alarm control/indicator panel will be installed [***]. The
        [***] will have appropriate fire detection systems.

3.0     DRAINAGE

3.1.1   Surface water drainage will be provided will be provided for roof areas
        and all external hardstanding areas including drainage channels in front
        of vehicle loading doors.

3.1.2   Foul drainage will be provided to toilets and kitchen.

4.0     EXTERNAL AREAS

4.1.1   Service yards and goods vehicle areas will be concrete with a brushed
        finish. These areas will be suitable for vehicles of a [***] load
        capacity.

4.1.2   Car parking spaces will be tarmacadam with demarcation lines. Car park
        roadway areas will be suitable for light goods vehicles and car traffic.
        Parking provision to meet minimum Local Authority standards.

4.1.3   The [***] will be secured with [***].

5.0     ANCILLARY ITEMS

5.1.1   The balance of the plot area will be grassed.

5.1.2   External lighting, mounted on the building will be provided, to give
        illumination to the service yard/car park.



[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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<PAGE>   68

5.1.3 Lighting protection will be provided to the building.





[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


                                       67
<PAGE>   69

                                   APPENDIX 2

                                      PLANS






[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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<PAGE>   70


                                   APPENDIX 3

                                TENANT'S FIT-OUT






[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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<PAGE>   71


                                TABLE OF CONTENTS

[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.

<TABLE>
<CAPTION>
                                                                                           PAGE
<S>                                                                                        <C>
1.   Particulars.............................................................................1


2.   Definitions.............................................................................2


3.   Interpretation..........................................................................6


4.   Demise..................................................................................8


5.   Tenant's covenants......................................................................9

   5.1  Rent.................................................................................9
   5.2  Outgoings and Value Added Tax........................................................9
   5.3  Electricity gas and other services consumed.........................................10
   5.4  Repair..............................................................................10
   5.5  Clean and tidy and decoration.......................................................10
   5.6  Access of Landlord and notice to repair.............................................11
   5.7  Yield up............................................................................12
   5.8  Alterations and additions...........................................................12
   5.9  Planning, Acts......................................................................13
   5.10   Plans documents and information...................................................15
   5.11   Statutory obligations.............................................................15
   5.12   User..............................................................................16
   5.13   Nuisance etc and residential restrictions.........................................16
   5.14   Aerial signs and advertisements...................................................16
   5.15   Roof and floor weighting..........................................................17
   5.16   Unloading and parking.............................................................17
   5.17   Dealings with the Premises........................................................18
   5.18   Landlord's costs..................................................................21
   5.19   Adjoining Property................................................................22
   5.20   Pollution.........................................................................22
   5.21   Machinery.........................................................................22
   5.22   Regulations.......................................................................22
   5.23   Indemnities.......................................................................23
   5.24   Re-letting boards.................................................................23
   5.25   Rights of light and encroachments.................................................23
   5.26   Interest on Arrears...............................................................23
   5.27   Sale of reversion etc.............................................................24
   5.28   Defective Premises................................................................24
   5.29   New Guarantor.....................................................................25
   5.30   Landlord's rights.................................................................25
   5.31   Observe Headlease.................................................................25
</TABLE>






                                        i
<PAGE>   72


[***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
[***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


<TABLE>
<S>                                                                                        <C>
   5.32   Indemnity for breach of Headlease.................................................25
   5.33   Permit access to the Landlord.....................................................25
   5.34   Compliance with Construction Regulations..........................................26

6.   Landlord's covenants...................................................................27

   6.1  Quiet enjoyment.....................................................................27
   6.2  Headlease rents.....................................................................27

7.   Landlord's provision of services.......................................................27


8.   Payment of Service Charge..............................................................28


9.   Times and manner of payment of Service Charge..........................................28


10.  Disputes...............................................................................29


11.  Insurance..............................................................................29


12.  Guarantor's covenants..................................................................33


13.  Provisos...............................................................................36

   13.1   Re-entry..........................................................................36
   13.2   Covenants relating to adjoining land..............................................37
   13.3   Disputes with adjoining owners....................................................37
   13.4   Effect of waiver..................................................................37
   13.5   Rights easements etc..............................................................37
   13.6   Exclusion of use warranty.........................................................38
   13.7   Accidents.........................................................................38
   13.8   Representations...................................................................38
   13.9   Licenses etc under hand...........................................................38
   13.10  Tenant's property.................................................................38
   13.11  Compensation......................................................................39
   13.12  Service of notices................................................................39
   13.13  Qualified Expert..................................................................40

SCHEDULE

1       The Premises........................................................................46
2       Rights granted......................................................................47
3       Rights reserved.....................................................................49
4       Rent Review.........................................................................51
5       Service Charge......................................................................55
6       Documents containing matters to which the Premises are subject......................59
7       Authorized Guarantee Agreement......................................................60
</TABLE>


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