<PAGE>   1
                                                                   EXHIBIT 10.39

[***] - 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 11 OCTOBER, 2000


                           (1) EVANS VACCINES LIMITED


                              (2) AVIRON UK LIMITED



                                   (3) AVIRON


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

                                   UNDERLEASE
                                       OF
                       AVU PREMISES AT GASKILL ROAD SPEKE

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





                               CMS CAMERON MCKENNA
                                   MITRE HOUSE
                              160 ALDERSGATE STREET
                                 LONDON EC1A 4DD

                              T + 44(0)20 7367 3000
                              F + 44(0)20 7367 2000

<PAGE>   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.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              PAGE
                                                                              ----
<S>     <C>                                                                   <C>
1.      Definitions and interpretation........................................ 1
2.      Demise and reddendum.................................................. 6
3.      Tenant's covenants.................................................... 6
4.      Landlord's covenants.................................................. 7
5.      Provisos.............................................................. 7
6.      New tenancy........................................................... 7
7.      Surety covenants...................................................... 7
8.      Tenant's break clause................................................. 7
9.      Landlord's break clause............................................... 8
10.     Exclusion of sections 24 - 28 of the 1954 Act......................... 8

Schedule 1

        Part 1 Rights granted................................................. 1
        Part 2 Rights excepted and reserved................................... 1

Schedule 2 Tenant's covenants

1.      Pay Rents and interest................................................ 1
2.      Pay taxes outgoings and for utility services.......................... 1
3.      Repair................................................................ 1
4.      Permit entry.......................................................... 2
5.      Comply with notices to repair......................................... 2
6.      Defects............................................................... 2
7.      Yielding up........................................................... 2
8.      Refuse and deleterious substances..................................... 3
9.      Overloading and damage................................................ 3
10.     Fire precautions...................................................... 3
11.     Prohibited user and nuisance.......................................... 3
12.     Permitted User........................................................ 4
13.     Alterations........................................................... 4
14.     Signs and advertisements.............................................. 4
15.     Easements............................................................. 4
16.     Alienation............................................................ 5
17.     Information about the Premises........................................ 5
18.     Landlord's costs...................................................... 5
19.     Statutory requirements................................................ 5
20.     Planning.............................................................. 6
21.     Notices............................................................... 6
22.     Indemnity............................................................. 6
</TABLE>


                                       i

<PAGE>   3

[***] - 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>                                                                    <C>
23.     Notice boards......................................................... 6
24.     Incumbrances.......................................................... 6
25.     Key holders........................................................... 7
26.     The Common Pans and regulations....................................... 7
27.     Value Added Tax....................................................... 7
28.     Superior Lease........................................................ 7

Schedule 3 Landlord's covenants

1.      Quiet enjoyment....................................................... 1
2.      Provision of services................................................. 1
3.      Superior Lease........................................................ 1

Schedule 4 Provisos

1.      Re-entry.............................................................. 1
2.      Exclusions............................................................ 1
3.      Acceptance of rents................................................... 2
4.      [***] invoices........................................................ 2
5.      Notices............................................................... 2
6.      Landlord's right to redevelop......................................... 2
7.      Third party rights.................................................... 2
8.      Common Parts.......................................................... 3
9.      Disputes.............................................................. 3
10.     Jurisdiction.......................................................... 3

Schedule 5 Insurance

1.      Landlord to insure.................................................... 1
2.      Insurance Rent........................................................ 1
3.      Destruction of the Premises........................................... 2
4.      Reinstatement prevented and determination............................. 2
5.      Determination during List three years................................. 3
6.      Further payments by the Tenant........................................ 3
7.      Abatement of Rent..................................................... 3
8.      Benefit of other insurances........................................... 3
9.      Insurance becoming void............................................... 3
10.     Notice by Tenant...................................................... 4
11.     Insurance in the Landlord's office.................................... 4

Schedule 6 The documents (if any) containing incumbrances to which the
           Premises are subject............................................... 1
</TABLE>

                                       ii

<PAGE>   4

[***] - 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>                                                                    <C>
Schedule 7

        Part 1 Covenants by Surety............................................ 1

Schedule 8 Services and the Service Charge

Part 1
1.      Definitions........................................................... 1
2.      Provision of the Services............................................. 1
3.      Statement of Annual Expenditure....................................... 2
4.      Payment of the Service Charge......................................... 2
5.      Continuation.......................................................... 3

Part 2  The Services.......................................................... 3

Schedule 9 Landlord's fixtures and fittings................................... 1

Appendix I....................................................................
</TABLE>

                                       iii

<PAGE>   5


THIS UNDERLEASE dated October 11, 2000

PARTICULARS

Landlord                            EVANS VACCINES LIMITED having its registered
                                    office at 216 Bath Road, Slough, Berkshire
                                    SL1 4EN (company registration number
                                    3970089)

Tenant                              AVIRON UK LIMITED having its registered
                                    office at Carmelite, 50 Victoria Embankment,
                                    London EC4Y 0DX (company registration number
                                    3854275)

Surety                              AVIRON having its registered office at 297
                                    North Bernardo Avenue, Mountain View,
                                    California 94043, United States of America

Building                            The land and the building known as land at
                                    Speke Boulevard and Gaskill Road, Speke
                                    comprised in the Superior Lease

Premises                            The parts of the Building known as the AVU
                                    Premises at Gaskill Road Speke shown for the
                                    purpose of identification only hatched black
                                    on the Plan attached hereto

Term                                a term from and including ___________ 200
                                    and expiring on 30th June 2006

Initial                             Rent [***] per annum

Initial Service Charge              ______________________ pounds
                                    (Pound Sterling__________) per annum

Rent Commencement Date              the date hereof

Service Charge                      The date hereof

Commencement Date

Permitted User                      [***]

WITNESSES AS FOLLOWS.-

1.      DEFINITIONS AND INTERPRETATION

        In this Underlease unless the context otherwise requires:-

1.1     the words defined in this sub-clause and in the particulars have the
        following meanings:-

[***] - 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.


                                       1
<PAGE>   6

        "1954 ACT": the Landlord and Tenant Act 1954

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

        "AVU EXTENSION DATE": the date upon which the Lease of the premises
        adjoining the Premises is granted pursuant to the agreement dated 11th
        October 2000 and made between the Landlord the Tenant and the Surety

        "COMMON MEDIA": all Service Media serving the Premises and other parts
        of the Building

        "COMMON PARTS": the changing and toilet facilities roads paths
        landscaped areas entrance halls reception areas lifts fire escapes
        staircases passages and landings of the Building and any other areas or
        amenities the use or enjoyment of which is common to some or all of the
        tenants or occupiers of the Building

        "GROUP COMPANY": a company which is a member of the same group as the
        Tenant within the meaning of section 42 of the 1954 Act

        "HEATING SYSTEMS": the pipes ducting boilers and other apparatus plant
        machinery and installations for the provision in the Building of hot
        water central heating and where and to the extent applicable mechanical
        ventilation comfort cooling (including heating and cooling) and air
        conditioning

        "INSURANCE RENT": the sums payable by the Tenant under paragraph 2 of
        schedule 5

        "INSURED RISKS": insurable risks of loss or damage by fire lightning
        earthquake explosion aircraft (other than hostile aircraft) and other
        aerial devices or articles dropped from them riot and civil commotion
        malicious damage storm bursting or overflowing of water tanks apparatus
        or pipes flood impact by road vehicles escape of noxious substance or
        thing and such other or alternative insurable risks as may from time to
        time be required by the Landlord (subject to such exclusions excesses
        and limitations as may be imposed by the policy and subject to the
        exclusion of such risks as may not be insurable on reasonable terms)

        "INSURERS": such reputable insurance company or underwriters as the
        Landlord may from time to time nominate

        "INTEREST RATE": [***] per centum per annum above the base lending rate
        from time to time of Lloyds TSB Bank Plc or another bank nominated from
        time to time by the Landlord) or (if base lending rates cease to be
        published) such other comparable rate of interest as the Landlord
        (acting reasonably) specifies

        "INTERMEDIATE PRODUCT": the product so defined in the Shared Services
        Agreement

[***] - 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.

                                       2
<PAGE>   7

        "IP LICENCE": means the know-how and technology licence agreement to be
        entered into between the Landlord and the Tenant dated on or about the
        date of this Agreement

        "LANDLORD'S EXPENSES": [***] and other [***] and [***] and costs [***]
        fees and [***] charges incurred by the Landlord

        "LETTABLE PREMISES": accommodation within the Building (which
        accommodation includes such parts of the Building as correspond with
        those included in the Premises by virtue of clause 1.10) from time to
        time let to a tenant or tenants or occupied or intended for separate or
        exclusive occupation by a tenant or tenants

        "PLAN A": the plan marked "Plan A" attached to this deed

        "PLAN B": the plan marked "Plan B" attached to this deed

        "PLANNING ACTS": 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 and the Planning and Compensation Act 1991 and all other
        statutes regulating the development design use and control of property

        "QUARTER DAYS": [***] and [***] in each year

        "RENTS": means the Yearly Rent the Insurance Rent the Service Charge and
        the other sums reserved by or payable by the Tenant under this
        Underlease

        "RESTATED AGREEMENT": means the deed to be entered into by the Surety
        and the Landlord amending and restating the terms of an amended and
        restated agreement dated 7 June 1999 between the Landlord (as assignee
        of Medeva Pharma Limited) (1) and the Surety (2) dated on or about the
        date of this Agreement

        "RETAINED PREMISES": the Building excluding the Premises

        "SERVICE CHARGE": the meaning given to such expression in part 1 of
        schedule 8

        "SERVICE MEDIA": all sewers drains pipes gullies gutters ducts mains
        channels wires cables conduits flues and any other conducting media

        "SHARED SERVICES AGREEMENT": an agreement dated on or about the date of
        this Underlease and made between Evans Vaccines Limited (1) and Aviron
        UK Limited (2)

        "SUPERIOR LEASE": a lease dated 1st April 1948 made between The Lord
        Mayor Aldermen and Citizens of the City of Liverpool (1) and Evans
        Medical Supplies Limited (2) and a lease dated 20th February 1952 and
        made between The Lord Mayor Aldermen and Citizens of the City of
        Liverpool (1) and the Board of Trade (2) and any documents which are
        supplemental to or collateral with or entered into pursuant to such
        leases

[***] - 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.

                                       3
<PAGE>   8

        "SUPERIOR LESSOR": includes the person from time to time entitled to the
        reversion immediately or mediately expectant on the determination of the
        term granted by the Superior Lease

        "TRANSACTION AGREEMENTS": means the IP Licence, the Transfer Agreement,
        the Restated Agreement and the Warrants

        "TRANSFER AGREEMENT": means the agreement to be entered into between the
        Landlord and the Tenant providing for the transfer of certain employees
        of the Landlord to the Tenant dated on or about the date of this
        Agreement

        "THIS UNDERLEASE": this deed as varied from time to time and any
        document which is supplemental to or collateral with or entered into
        pursuant to this deed

        "VALUE ADDED TAX": value added tax and any tax or duty of a similar
        nature substituted for or in addition to it

        "WARRANTS": means the warrant instrument(s) dated on or about the date
        of this Agreement entered into by the Surety (1) and the Landlord (2)
        granting the Landlord the right to subscribe for certain shares in the
        capital of the Surety

        "YEARLY RENT":

        (i)    from and including the date hereof until but not including the
               AVU Extension Date: the Initial Rent;

        (ii)   from and including the AVU Extension Date until but not including
               _______ being the fifth anniversary of this Lease: the sum of
               [***]

        (iii)  from the said fifth anniversary of this Lease until 30 June 2006:
               One Peppercorn

1.2     any covenant given by more than one person will be joint and several

1.3     any reference to statute (whether generally or specifically) includes
        all derivative instruments orders regulations and other matters all
        directives regulations and mandatory requirements of the European Union
        and in each case any re-enactment or modification of them from time to
        time (except in the case of any reference to the Town and Country
        Planning (Use Classes) Order 1987)

1.4     every obligation of the Tenant not to do an act or thing includes an
        obligation not to allow it to be done

1.5     where there is an obligation to obtain the consent or approval of the
        Landlord under this Underlease such consent or approval must be in
        writing and such obligation includes where necessary an obligation to
        obtain the consent or approval in writing of the Superior Lessor and/or
        any chargee from time to time

[***] - 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.

                                       4
<PAGE>   9

1.6     where the Landlord has a right to enter the Premises such right will
        also be exercisable by the Landlord's agents any chargee or superior
        landlord from time to time and all persons authorised by them with or
        without workmen and equipment

1.7     the Landlord includes the person from time to time entitled to the
        reversion immediately expectant on the determination of the Term

1.8     the Tenant includes its successors in title and in the case of an
        individual includes his personal representatives

1.9     the Surety includes any surety of the Tenant's obligations under this
        Underlease and in the case of an individual includes the Surety's
        personal representatives

1.10    the Premises include all and each and every part of them and all
        additions alterations and improvements to them and shall also include
        the following:-

        1.10.1  the plaster and decorative finishes applied to the interior of
                the external walls of the Building and to any structural or
                load-bearing walls and columns within the Premises but no other
                part of any such walls and columns

        1.10.2  the whole of any non-structural or non-load-bearing walls and
                columns within the Premises

        1.10.3  the inner half severed medially of any non-structural or
                non-load-bearing walls dividing the Premises from other parts of
                the Building

        1.10.4  the screed and finish of the floors and all parts of the raised
                cavity flooring within the Premises and the vinyl covering laid
                on the floors

        1.10.5  the plaster and decorative finishes applied to the ceilings of
                the Premises

        1.10.6  the doors door furniture and door frames of or within the
                Premises

        1.10.7  the windows and window frames of or within the Premises but not
                any windows window frames or any forms of glazing which are in
                or comprise part of the external walls of the Building

        1.10.8  all Service Media (other than the Heating Systems) vested in the
                Landlord which exclusively serve the Premises up to the point
                where they connect to those of statutory undertakers or to those
                which are Common Media

        1.10.9  all landlord's fixtures fittings and chattels which are in or
                upon the Premises (other than the Heating Systems)

        1.10.10 all sanitary and hot and cold water apparatus within the
                Premises (other than the Heating Systems)


[***] - 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

<PAGE>   10

1.11    words denoting persons include firms companies and corporations and vice
        versa

1.12    the singular includes the plural and vice versa and one gender includes
        any other 1.13 any reference to the Landlord's surveyor includes any
        surveyor employed by the Landlord or by any company associated with the
        Landlord

1.14    references to clauses paragraphs and schedules are to clauses and
        paragraphs of and schedules to this deed

1.15    the headings to clauses paragraphs and schedules do not affect the
        construction of this Underlease

1.16    the words "INCLUDE" "INCLUDES" and "INCLUDING" are deemed to be followed
        by the words "WITHOUT LIMITATION"

1.17    references to any act or omission of the Tenant are deemed to extend to
        any act or omission of any sub-tenant or licensee of the Tenant or any
        sub-tenant or any person at the Premises or the Building with the
        consent of the Tenant any sub-tenant or any licensee

2.      DEMISE AND REDDENDUM

        The Landlord demises the Premises to the Tenant together with (in common
        with all other persons from time to time entitled to them) the rights
        mentioned in part 1 of schedule 1 except and reserving to the Landlord
        and all other persons from time to time entitled to them the rights
        mentioned in part 2 of schedule 1 to hold for the Term subject to the
        provisions contained or referred to in any documents specified in
        schedule 6 and any easements rights and privileges enjoyed by any other
        land or person which affect the Premises yielding and paying for them:-

2.1     the Yearly Rent by [***] on the anniversary of this Lease and
        proportionately for any period less than a year the first payment to be
        made on [***] and

2.2     [***] the Insurance Rent and

2.3     the Service Charge and

2.4     [***] any [***] from time to time payable by the Tenant under this
        Underlease and

2.5     [***] all costs charges and expenses which the Landlord may from time to
        time incur in relation to or as a result of any [***] of the Tenant
        under this Underlease and

2.6     [***] all other money payable or repayable by the Tenant to the Landlord
        under this Underlease

3.      TENANT'S COVENANTS

[***] - 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.
                                       6
<PAGE>   11

        The Tenant covenants with the Landlord to observe and perform the
        obligations of the Tenant contained in schedule 2 (Tenant's covenants)
        schedule 5 (Insurance) and schedule 8 (Services and the Service Charge)
        or otherwise arising under this Underlease

4.      LANDLORD'S COVENANTS

        The Landlord covenants with the Tenant to observe and perform the
        obligations of the Landlord contained in schedule 3 (Landlord's
        covenants) schedule 5 (Insurance) and schedule 8 (Services and the
        Service Charge) or otherwise arising under this Underlease

5.      PROVISOS

        Provided always and it is agreed and declared as set out in schedule 4
        (Provisos)

6.      NEW TENANCY

        This Underlease is a new tenancy for the purposes of section 1 of the
        1995 Act

7.      SURETY COVENANTS

        The Surety covenants with the Landlord in the terms set out in part 1 of
        schedule 7 (Covenants by Surety)

8.      TENANT'S BREAK CLAUSE

8.1     In this clause the "TERMINATION DATE" is the date specified by the
        Tenant pursuant to sub-clause 8.2.

8.2     Subject to the pre-conditions in clause 8.3 being satisfied on the
        Termination Date the Tenant may determine the Term on the Termination
        date by giving the Landlord not less than [***] written notice
        specifying the Termination Date following which the Term will the
        determine on the Termination Date but without prejudice to any claim by
        a party in respect of any antecedent breach of any obligation of any
        other party under this Underlease.

8.3     The pre-conditions are:

        8.3.1  all Rents due up to and including the Termination Date have been
               paid in full and the Tenant has complied with its obligations in
               this Underlease in all material respects and

        8.3.2  vacant possession of the whole of the Premises is given to the
               Landlord and

        8.3.3  this Underlease is delivered to the Landlord

8.4     The Landlord may waive any of the pre-conditions in clause 8.3 at any
        time before the Termination Date by written notice to the tenant.

[***] - 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.


                                       7
<PAGE>   12

8.5     If the Tenant does not exercise its rights under this clause and a new
        tenancy is granted by virtue of any right which the Tenant may have at
        the relevant time the Landlord (without acknowledging that any such
        rights exist or will exist) and the Tenant agree that the new tenancy
        will not contain provisions [***] unless the Landlord and the Tenant
        expressly so agree at the time such new tenancy is granted.

8.6     If the Tenant exercises its rights under this clause then all amounts
        payable from time to time by the Tenant or the Surety (as the case may
        be) to the Landlord or to any other member of the group of companies of
        which the Landlord is a member pursuant to each of the Transaction
        Agreements shall continue to be due and payable in accordance with the
        provisions of such Transaction Agreements

9.      LANDLORD'S BREAK CLAUSE

        The Landlord may determine the Term at any time if the Tenant shall have
        ceased to occupy the premises or ceased to use the Premises for the
        Permitted Use for a period exceeding [***] by giving the Tenant not less
        than [***] written notice following which the Term will then determine
        but without prejudice to any claim by a party in respect of my
        antecedent breach of any obligation of any other party under this
        Underlease

10.     EXCLUSION OF SECTIONS 24 - 28 OF THE 1954 ACT

        Having been authorised by an order of the ____________ Court under
        section 38(4) of the 1954 Act (as amended) dated ______________ Claim
        Number (__________) the parties agree that sections 24 to 28 of the 1954
        Act shall not apply to the tenancy created by this deed

        IN WITNESS of which this deed has been duly executed (but not delivered
        until) the day and year first above written

[***] - 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.


                                       8
<PAGE>   13


                                   SCHEDULE 1

                                     PART 1

                                 RIGHTS GRANTED

1.      A right of way [***] over the Common Parts and such parts of the
        Building as are designated by the Landlord from time to time to enable
        [***] access and egress at [***] times to and from the Premises

2.      A right to use all Common Media and to use (subject to paragraph 26 of
        schedule 2) the Common Parts for the purposes [***] to them

3.      A right to enter (at all reasonable times and after giving reasonable
        written notice) such other parts of the Building as may reasonably be
        necessary for the purpose of carrying out [***] to any Service Media
        forming part of the Premises the Tenant doing as little damage as
        possible and making good all damage occasioned thereby to the
        satisfaction of the Landlord and complying with the reasonable
        requirements of and causing the minimum of inconvenience to the
        occupiers of such other parts of the Building

4.      A right of support and shelter for the Premises from other parts of the
        Building

                                     PART 2

                          RIGHTS EXCEPTED AND RESERVED

1.      A right to [***] the Premises to [***] of the Premises to determine
        whether [***] and to [***] to remedy any [***]

2.      A right to [***] the Premises at [***] (except [***]) for the purpose of
        complying with any of the covenants on the part of the landlord or the
        conditions contained in or preventing a forfeiture of the Superior Lease
        (notwithstanding that the obligation to comply with such covenants and
        conditions is imposed on the Tenant by this Underlease)

3.      A right to [***] the Premises (the persons exercising such right doing
        as little damage and causing as little inconvenience as possible and
        making good any damage caused to the Premises by the exercise of such
        right) for the following purposes:-

3.1     to [***] any [***] in which the Landlord may from time to time have
        [***] notwithstanding any [***] of the use and enjoyment of the Premises
        by the Tenant

3.2     to [***] on the external walls and the roof of any building forming part
        of the Premises

3.3     at [***] to [***] any [***] and to [***] to any [***] within but not
        [***] the Premises

3.4     for [***] in this Underlease or for [***] the Landlord's interest in the
        Building or in [***] in which the Landlord may from time to time have
        [***]

[***] - 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.

                                    Sch 1-1
<PAGE>   14

4.      A right to the free and uninterrupted [***] of [***] from and to
        [***] and [***] through and along all Service Media from time to time
        within the Premises but which [***] the Premises

5.      All rights of [***] now subsisting or which might (but for this
        exception) be acquired [***]

6.      A right to [***] any [***] and [***] of the Landlord in such manner as
        the Landlord may think fit provided in the case of [***] that [***] the
        Premises are available at all times

7.      A right of [***] the Premises for [***] the Building

8.      A right to [***] the Premises in an emergency in accordance with any
        regulation or requirement of the fire officer or any other competent
        authority and to [***] fire escapes (if any) crossing or forming 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.

                                    Sch 1-2
<PAGE>   15


                                   SCHEDULE 2

                               TENANT'S COVENANTS

1.      PAY RENTS AND INTEREST

1.1     To pay the Rents without deduction counterclaim or set off (whether in
        each case legal or equitable) at the stated times in cleared funds (and
        if the Landlord so requires by banker's standing order direct debit or
        automated credit)

1.2     Without prejudice to any other right remedy or power of the Landlord if
        the Yearly Rent is not paid on the due dates or if any other Rents are
        due but unpaid for a period exceeding [***] to pay [***] to the Landlord
        interest on them at the Interest Rate (before and after any judgement)
        from the date when they became due until payment of them calculated on a
        daily basis and [***]

2.      PAY TAXES OUTGOINGS AND FOR UTILITY SERVICES

2.1     To pay all rates taxes charges and other sums or outgoings of any kind
        payable (whether or not of a capital or non-recurring nature) which now
        are or may at any time be charged or assessed on the Premises or on the
        owner or occupier of them (excluding any payable by the Landlord in
        respect of the receipt of Rents or occasioned by any dealing with the
        reversion to this Underlease) and in the absence of any direct
        assessment to pay to the Landlord [***] of them (to be determined by
        [***])

2.2     If the Landlord loses rating relief because it has been allowed to the
        Tenant or another party to make good such loss to the Landlord

2.3     To pay the suppliers for and indemnify the Landlord against all charges
        for [***] and [***] to the Premises and to pay all [***]

3.      REPAIR

        To keep the Premises in such state of [***] as they [***] and when
        necessary to [***] to the reasonable satisfaction of the Landlord
        (damage by any Insured Risk excepted save to the extent that the
        insurance money is irrecoverable by reason of the act or default of the
        Tenant) and these obligations include the following:-

3.1     whenever necessary during the Term and in any event in the last six
        months of the Term (howsoever determined) to [***] as appropriate all
        parts of the Premises which are usually [***] and with [***] as the
        Landlord may require

3.2     to keep the Premises [***] and to use only [***] first approved in
        writing by the Landlord (such approval not to be unreasonably withheld)
        and to [***]

3.3     to cause all [***] (if any) forming part of the Premises to be regularly
        maintained and when necessary repaired or replaced by qualified persons
        who are and at intervals which

[***] - 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.



                                    Sch 2-1
<PAGE>   16

        are in each case approved by the manufacturers of them and by the
        Insurers and in all cases to the reasonable satisfaction of the Landlord

3.4     to replace [***] at the Premises when necessary with others of the same
        or similar quality as those at the Premises at the date of this deed and
        to replace them in the last six months of the Term in colours approved
        by the Landlord

3.5     to carry out all works of repair and cleaning of the Premises in
        accordance with any relevant manufacturer's or installer's maintenance
        manuals

3.6     to carry out all works of repair decoration and maintenance and other
        treatment of the Premises in a proper and workmanlike manner in
        accordance with good practice current at the time and with good quality
        suitable and sufficient materials and to the reasonable satisfaction of
        the Landlord

4.      PERMIT [***]

4.1     To permit the Landlord [***] (except [***]) to [***] the Premises to
        [***]

5.      COMPLY WITH NOTICES TO REPAIR

5.1     To commence all works for which the Tenant is liable under this
        Underlease [***] after service of a written notice by the Landlord
        requiring such works and to complete such works [***]

5.2     If the Tenant does not commence such works within [***] of service of
        such notice (or [***]) or does not complete them within [***] (having
        regard to the obligation of the Tenant to complete them [***]) the
        Landlord may (without prejudice to the right of re-entry contained in
        this Underlease) [***] the cost of which (including all Landlord's
        Expenses in connection with them) is to be repaid by the Tenant and be
        recoverable by the Landlord as a debt on demand

6.      DEFECTS

        To give immediate written notice to the Landlord of any defects in the
        Premises which may give rise to a liability or duty on the Landlord
        under common law or statute

7.      YIELDING UP

7.1     Immediately prior to the expiration or sooner determination of the
        Term:-

        7.1.1  to replace any landlord's fixtures and fittings which are missing
               broken damaged or destroyed with others of equivalent quality and
               value

        7.1.2  to remove every sign writing or notice which the Landlord
               requires to be removed and (unless and to the extent that the
               Landlord agrees otherwise) to remove all tenant's fixtures and
               fittings furniture and effects from the Premises

                                    Sch 2-2
<PAGE>   17

               making good to the satisfaction of the Landlord all damage caused
               by such removal

        7.1.3  to the extent required by the Landlord to reinstate and restore
               the Premises to the same state and condition as they were in
               prior to the carrying out of any works to the Premises

        7.1.4  to hand over to the Landlord any health and safety files relating
               to the Premises

7.2     At the expiration or sooner determination of the Term quietly to yield
        up to the Landlord the Premises in such repair and condition as complies
        with the Tenant's obligations under this Underlease

8.      REFUSE AND DELETERIOUS SUBSTANCES

8.1     Not to [***] on the Premises or the Common Parts and not to [***] on the
        Premises or the Common Parts other than [***] and to ensure that [***]
        on the Premises are [***]

8.2     Not to permit [***] which is or might become [***] or which might in any
        way [***] or [***] the Building any Service Media [***] to be [***] the
        Premises and if the Tenant becomes aware of any such [***] the Premises
        to give immediate written notice of it to the Landlord and to [***] it
        in compliance with the requirements of the Landlord or any competent
        authority

9.      OVERLOADING AND DAMAGE

        Not to [***] the Premises nor [***] any Service Media or the Retained
        Premises

10.     FIRE PRECAUTIONS

        To comply with [***] requirements and recommendations from time to time
        of any competent authority in relation to fire precautions and means of
        escape affecting the Premises and to keep sufficient fire fighting and
        extinguishing apparatus and fire alarm and smoke detection apparatus in
        and about the Premises open to inspection and properly maintained and
        not to obstruct the access to or means of working them nor any means of
        escape from the Premises

11.     PROHIBITED USER AND [***]

11.1    Not to use the Premises for any [***] purpose nor for [***] purposes nor
        for [***]

11.2    Not to hold on the Premises any [***] nor any [***]

11.3    Not to do anything on the Premises or on any part of the Common Parts or
        any land over which any right granted by this Underlease is exercised
        which [***] to the Landlord 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.

                                    Sch 2-3
<PAGE>   18

11.4    Not to use the Premises as a [***] where [***]

11.5    Not to permit the Premises to be occupied or used by [***]

12.     PERMITTED USER

        Not to use the Premises otherwise than for the Permitted User and in
        accordance with [***]

13.     ALTERATIONS

13.1    [***]

13.2    Not without the prior written consent of the Landlord (such consent not
        to be unreasonably withheld) to [***] to the Premises except that no
        such consent will be required for the Tenant to [***] which does not
        adversely affect any [***]

13.3    Not to [***] any Service Media

13.4    To supply to the Landlord all [***] necessary to [***] any [***] whether
        or not requiring the consent of the Landlord and to [***] only in
        accordance with such [***] in a good and workmanlike manner and to the
        satisfaction of the Landlord

13.5    After commencing [***] (whether or not they require the consent of the
        Landlord) to complete them within [***] and in any event before the
        expiration or sooner determination of the Term

13.6    To pay to the Landlord [***] the cost of any [***] necessitated by any
        works of alteration carried out by the Tenant

13.7    If the Tenant fails to observe the covenants contained in this paragraph
        the Landlord may [***] and make good all damage caused by such [***] and
        the cost of such work (including Landlord's Expenses) is to be repaid by
        the Tenant and be recoverable by the Landlord as a debt on demand

14.     SIGNS AND ADVERTISEMENTS

        [***] any form of sign advertising or notification material which is
        visible from [***] without the prior written consent of the Landlord

15.     EASEMENTS

15.1    Not to obstruct any [***] or [***] from time to time enjoyed by the
        Premises

15.2    To give immediate written notice to the Landlord of any encroachment on
        or circumstance which might result in the acquisition of any easement or
        other right over the Premises and to [***] or [***] as the Landlord may
        reasonably require 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.

                                    Sch 2-4
<PAGE>   19

16.     ALIENATION

16.1    Not to:-

        16.1.1 [***]

16.2    Nothing contained in this paragraph will prevent the Tenant from [***]
        if the following conditions are fulfilled:-

        16.2.1  Prior written notice is given to the Landlord of the [***]

        16.2.2  No [***] is created between the Tenant and [***]

        16.2.3  The right of [***] will determine upon either the Tenant or
                [***] and immediate written notice is to be given to the
                Landlord upon such [***]

17.     INFORMATION ABOUT THE PREMISES

17.1    From time to time [***] to furnish the Landlord with full particulars of
        all interests in the Premises

17.2    To disclose such information as the Landlord may from time to time
        require in relation to any application or request made or particulars
        produced to the Landlord

18.     LANDLORD'S COSTS

        To pay to the Landlord on an indemnity basis all costs claims demands
        and expenses (including but without prejudice to the generality of the
        foregoing all Landlord's Expenses) incurred by the Landlord in
        contemplation of or in relation to or as a result of:-

18.1    any notice under sections 146 or 147 of the Law of Property Act 1925
        and/or any proceedings pursuant to such notice (even if forfeiture is
        avoided otherwise than by relief granted by the court)

18.2    the preparation and service of any schedule of dilapidations

18.3    any breach of any obligation of the Tenant under this Underlease

18.4    any application for consent under this Underlease.

19.     STATUTORY REQUIREMENTS

19.1    At [***] to comply with statute common law and all relevant codes of
        practice in relation to the Premises (whether or not such requirements
        are imposed upon the owner occupier or any other person)

[***] - 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.


                                    Sch 2-5
<PAGE>   20

19.2    To pay to the Landlord a due proportion (to be determined by [***]) of
        all Landlord's Expenses in relation to compliance with such requirements
        or notices where they relate both to the Premises and to other land

20.     PLANNING

20.1    To comply in all respects with [***]

20.2    Not to make any application under the Planning Acts without the prior
        written consent of the Landlord

20.3    To supply the Landlord with a copy of such application and copies of any
        plans and drawings submitted in connection with it and to keep the
        Landlord fully informed of the progress of any such application and its
        result

20.4    Not to initiate any development permitted as a result of any application
        under the Planning Acts without [***]

20.5    Not to enter into any agreement or obligation or serve any purchase
        notice under the Planning Acts without [***]

21.     NOTICES

        Within [***] of receipt (or sooner if requisite) to produce to the
        Landlord full particulars of any notice order permission or proposal in
        relation to the Premises and at the request of the Landlord to make or
        join with the Landlord in making such objections or representations in
        respect of it as the Landlord requires

22.     INDEMNITY

        To indemnify the Landlord against all actions proceedings claims demands
        losses costs expenses damages and liability (including any liability for
        any injury to any person or damage to any land or other property")
        arising directly or indirectly from any breach of any obligation of the
        Tenant under this Underlease or the state and condition or any use of
        the Premises or any act or omission of the Tenant

23.     NOTICE BOARDS

        To permit the Landlord to fix and retain on the Premises a notice board
        (during the last six months of the Term) for the reletting of the
        Premises and (at any time) for the sale of the Landlord's interest and
        to permit all persons authorised by the Landlord to view the Premises at
        reasonable hours upon reasonable notice

24.     INCUMBRANCES

[***] - 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.


                                    Sch 2-6
<PAGE>   21

        To comply with all covenants and other matters relating to the Premises
        or to any of the rights granted by this Underlease (and in particular
        those contained or referred to in any documents specified in schedule 6)
        so far as they are enforceable

25.     KEY HOLDERS

        To ensure that at all times both the Landlord (or its managing agents)
        and the local police have written notice of the names addresses and home
        telephone numbers of at least two key holders of the Premises

26.     THE COMMON PARTS AND REGULATIONS

26.1    Not to [***] on or in any way to [***] within the curtilage of the
        Building

26.2    Without prejudice to the foregoing not to use the Common Parts for the
        [***] (whether temporary or permanent) of [***] or the [***] of any
        [***] nor to permit [***] to be [***] such spaces

26.3    Not to [***] the Common Parts

26.4    To comply with such rules and regulations as [***] and [***] the Tenant
        for the [***] of the Building

27.     [***]

27.1    To pay all [***] in respect of all [***] made to the Tenant under this
        Underlease or as the case may be to repay to the Landlord any [***]
        borne by the Landlord in respect of [***] made to the Landlord (except
        to the extent in the latter case to which the Landlord [***]) and in
        every case where under this Underlease the Tenant is obliged to pay an
        amount of money such amount shall be regarded as being [***] from time
        to time payable on it

27.2    Not to occupy the Premises and not to permit the Premises to be occupied
        by [***] as determined in accordance with Section [***] of the Income
        and Corporation Taxes Act 1988 otherwise than wholly or mainly for
        eligible purposes (within the meaning of paragraphs [***])

28.     SUPERIOR LEASE

28.1    To observe and perform the obligations of the lessee contained in the
        Superior Lease insofar as they relate to the Premises except to the
        extent that the Landlord expressly covenants in this deed to observe and
        perform them

28.2    Not to do omit suffer or permit any act or thing which would or might
        cause the Landlord to be in breach of the Superior Lease or which if
        done omitted suffered or permitted by the Landlord would or might
        constitute a breach of the obligations of the lessee contained in the
        Superior Lease or in any lease or leases superior to the Superior Lease

[***] - 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.


                                    Sch 2-7
<PAGE>   22


                                   SCHEDULE 3

                              LANDLORD'S COVENANTS

1.      QUIET ENJOYMENT

        That the Tenant paying the Rents and complying with its other
        obligations under this Underlease may peaceably hold and enjoy the
        Premises during the Term without any interruption by the Landlord or any
        person lawfully claiming through under or in trust for it

2.      PROVISION OF SERVICES

        That subject to payment by the Tenant of the Service Charge and to the
        provisions of schedule 8 the Landlord will use all reasonable endeavours
        to provide the Services for the period for which such Services are to be
        provided as set out in Schedule 8

3.      SUPERIOR LEASE

        To pay the rent reserved by the Superior Lease and to perform the
        obligations of the lessee (insofar as they relate to the Premises)
        contained in the Superior Lease regarding insurance and at the request
        of the Tenant and subject to the Tenant providing a suitable indemnity
        for costs to take all reasonable steps to enforce any obligations of the
        Superior Lessor 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.
                                    Sch 3-1
<PAGE>   23


                                   SCHEDULE 4

                                    PROVISOS

1.      RE-ENTRY

        Without prejudice to any other right remedy or power of the Landlord it
        will be lawful for the Landlord or [***] to re-enter the Premises (and
        upon re-entry the Term will determine but without prejudice to any claim
        by the Landlord in respect of any antecedent breach of any obligation of
        the Tenant under this Underlease) if:-

1.1     any Rents remain unpaid for [***] (whether formally demanded or not) or

1.2     there is [***] breach of [***] obligation of the Tenant under this
        Underlease or

1.3     the Tenant and/or the Surety (if any) (being a body corporate) is [***]
        (as defined in section [***] of the Insolvency Act 1986) or [***] (other
        than in connection with [***] which has the prior written approval of
        the Landlord) or [***] (whether in England or elsewhere) or the
        directors or shareholders of the Tenant or the Surety [***] in respect
        of the Tenant or the Surety (as the case may be) or an [***] in respect
        of the property or any part of it of the Tenant or the Surety or

1.4     the Tenant and/or the Surety (if any) (being a body corporate) [***] or

1.5     the Tenant and/or the Surety (if any) (being an individual) [***] or

1.6     any analogous or equivalent [***] to those referred to in paragraphs 1.3
        and/or 1.4 and/or 1.5 of this schedule are [***] in relation to the
        Tenant and/or the Surety (if any) [***] or

1.7     any [***] is [***] the Premises

2.      EXCLUSIONS

2.1     Except where expressly granted by this Underlease the Tenant will not
        have:

        2.1.1  the benefit of any [***]

        2.1.2  the benefit of or the right to enforce or to prevent the release
               or the modification of [***]; or

        2.1.3  the benefit of or the right to enforce or to prevent the release
               or the modification of [***]

2.2     Any rights granted or reserved by this deed in respect of anything which
        does not exist at the date of this deed will be effective only if it
        comes into existence before the expiry of the period of [***] from the
        date of this deed (which is the perpetuity period applicable to this
        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.



                                    Sch 4-1
<PAGE>   24

2.3     The Landlord gives no express or implied warranty that the Permitted
        User will be or remain a lawful or authorised use under the Planning
        Acts or otherwise

2.4     So far as the law allows:-

        2.4.1  the right of the Tenant (or any undertenant) to compensation on
               quitting the Premises is excluded

        2.4.2  the Tenant releases the Landlord from all the obligations of the
               Landlord under this Underlease with effect from and including the
               date on which the Landlord disposes of the reversion

3.      ACCEPTANCE OF RENTS

        If the Landlord has reasonable grounds for believing that the Tenant is
        in breach of any of its obligations under this Underlease and refrains
        from demanding or accepting Rents then interest will be payable by the
        Tenant at the Interest Rate on such Rents for the period during which
        the Landlord so refrains such interest to be calculated on a daily basis
        and compounded with rests on the Quarter Days

4.      [***] INVOICES

        The Landlord is not obliged to issue any [***] invoice for any [***]
        until it has received payment for such [***] (including the [***]) in
        full

5.      NOTICES

        Any notice under or in relation to this Underlease:-

5.1     will be deemed (whether or not that is actually the case) to be a notice
        required to be served for the purposes of section 196(5) of the Law of
        Property Act 1925 and the provisions of section 196 of that Act will
        extend to any such notice accordingly

5.2     may also be served by facsimile transmission to the party to be served
        and any such notice shall be deemed to have been served on despatch and
        in proving such service it shall be sufficient to prove that the sender
        of the facsimile transmission has his copy and can show it was duly
        transmitted

6.      LANDLORD'S RIGHT TO [***]

        The Landlord will be free to [***] any land adjoining or [***] the
        Premises in [***] notwithstanding that such [***] by the Premises
        PROVIDED THAT reasonably acceptable alternative [***] are provided

7.      THIRD PARTY RIGHTS

[***] - 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.


                                    Sch 4-2
<PAGE>   25

        Nothing in this Underlease is intended to confer on any person any right
        to [***] which that person would not have had but for [***]

8.      COMMON PARTS

        The Landlord may from time to time change the location area or
        arrangements for use by the Tenant of any part of the Common Parts or
        Service Media so long as there remains available for the benefit of the
        Premises rights reasonably commensurate with those hereby granted

9.      DISPUTES

        Any dispute arising under this Lease is to be resolved by means of the
        dispute resolution procedure set out in the Shared Services Agreement
        dated on or about 11th October 2000

10.     JURISDICTION

10.1    This Underlease will in all respects be governed by and construed in
        accordance with English law and the parties irrevocably submit to the
        exclusive jurisdiction of the English courts

10.2    The Surety's address in England for service of all notices and
        proceedings is c/o [***]


[***] - 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.


                                    Sch 4-3
<PAGE>   26

                                   SCHEDULE 5

                                    INSURANCE

1.      LANDLORD TO INSURE

1.1     The Landlord will insure with the Insurers and through such agency as
        the Landlord may from time to time decide:-

        1.1.1  the Building against the Insured Risks for the amount determined
               from time to time by the Landlord as representing the full cost
               (including demolition and similar expenses professional fees and
               expenses the cost of any works required by statute and Value
               Added Tax where applicable) which would be likely to be incurred
               in connection with reinstating the Building in accordance with
               this Underlease at the time when such reinstatement is likely to
               take place having regard to all relevant factors (including the
               time at which loss or damage may be sustained any possible delay
               in the commencement and execution of reinstatement works and any
               possible increases in building costs)

        1.1.2  against loss of the Yearly Rent for such period (being not less
               than three years) as may reasonably be required by the Landlord
               from time to time having regard to the likely period required for
               reinstatement in an amount which takes into account the
               Landlord's estimate of any potential increases of Rent

        1.1.3  against liabilities of the Landlord in respect of property
               owner's and third party risks in such sum and on such terms as
               the Landlord reasonably requires

1.2     The Landlord will produce to the Tenant on request (but not more often
        than once in any period of twelve months) reasonable evidence from the
        Insurers of the terms and subsistence of any policy or policies of such
        insurance

1.3     The Tenant will give the Landlord written notice of the estimated
        reinstatement cost of any fixtures and fittings installed from time to
        time by the Tenant which may become Landlord's fixtures and fittings

2.      INSURANCE RENT

        The Tenant will pay to the Landlord a yearly sum (and proportionately
        for any period less than a year) equal to the due proportion
        attributable to the Premises (which proportion shall be determined from
        time to time by the Landlord's surveyor whose decision shall be final)
        of the gross cost to the Landlord of performing its obligations under
        paragraphs 1.1.1 and 1.1.3 of this schedule and the whole of the gross
        cost to the Landlord of performing its obligation under paragraph 1.1.2
        of this schedule including in each case the cost of any insurance
        valuations carried out by or on behalf of 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.



                                    Sch 5-1
<PAGE>   27

3.      DESTRUCTION OF THE PREMISES

        If the Premises or any of the Common Parts reasonably required for the
        use of the Premises in accordance with this Underlease are destroyed or
        damaged by any Insured Risk the Landlord will lay out the net proceeds
        of such insurance (other than any in respect of loss of the Yearly Rent)
        and any money paid by the Tenant pursuant to paragraph 6 of this
        schedule in reinstating the Premises and/or any such Common Parts
        substantially as they were prior to such destruction or damage or in
        replacing them with reasonably comparable premises and will make up any
        deficiency out of its own money subject to:-

3.1     the Landlord obtaining any necessary planning and other permissions
        consents licences and approvals (which the Landlord will use its
        reasonable endeavours to obtain but will not be obliged to institute or
        pursue any appeal)

3.2     the necessary labour and materials being available (which the Landlord
        shall use its reasonable endeavours to obtain as soon as practicable)
        and

3.3     the payment by the Tenant to the Landlord of any money payable under
        paragraph 6 of this schedule

4.      REINSTATEMENT PREVENTED AND DETERMINATION

        If at the date of expiry of all periods from time to time insured for
        loss of the Yearly Rent all destruction or damage by any Insured Risk to
        the Premises or any of the Common Parts reasonably required for the use
        of the Premises in accordance with this Underlease have not been made
        good and the Premises are still unfit for or incapable of occupation and
        use the Landlord or the Tenant may by written notice to the other given
        at any time within six months after such date and whilst the Premises
        are still unfit for use determine the Term with immediate effect and the
        Landlord will be entitled to all the insurance money provided that:-

4.1     such determinations will be without prejudice to any claim in respect of
        any antecedent breach of the obligations under this Underlease and

4.2     any such notice given by the Tenant will only have effect if the Tenant
        has:-

        4.2.1  also at least six months prior to giving the notice informed the
               Landlord in writing of the Tenant's intention to give it if the
               Premises are still unfit for use at the relevant time

        4.2.2  complied with its obligations under this schedule both at the
               date of giving and the date of expiry of such 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.


                                    Sch 5-2
<PAGE>   28

5.      DETERMINATION DURING LAST THREE YEARS

        If the Premises or any of the Common Parts reasonably required for the
        use of the Premises in accordance with this Underlease are destroyed or
        damaged by any Insured Risk during the last three years of the Term so
        as to render the Premises substantially unfit for or incapable of
        occupation and use the Landlord may by written notice to the Tenant
        given at any time within twelve months after such destruction or damage
        determine the Term with immediate effect and the Landlord will be
        entitled to all the insurance money provided that such determination
        will be without prejudice to any claim in respect of any antecedent
        breach of the obligations under this Underlease

6.      FURTHER PAYMENTS BY THE TENANT

6.1     If the payment of any insurance money is refused owing to some act or
        default of the Tenant the Tenant will pay to the Landlord the amount so
        refused

6.2     If any excess to which any policy of insurance relating to the Premises
        is subject becomes applicable the Tenant will pay to the Landlord the
        amount of such excess

7.      ABATEMENT OF RENT

        If the Premises or any of the Common Parts reasonably required for the
        use of the Premises in accordance with this Underlease are destroyed or
        damaged by any Insured Risk so as to render the Premises unfit for or
        incapable of occupation and use the Yearly Rent or a fair proportion of
        it according to the nature and extent of the damage sustained will be
        suspended (save to the extent that the insurance money is irrecoverable
        owing to some act or default of the Tenant) until the Premises cease to
        be unfit for or incapable of occupation and use or until the expiration
        of the period insured for loss of the Yearly Rent (whichever is the
        earlier) provided that:-

7.1     any dispute as to the extent proportion or period of such suspension
        will be determined by an arbitrator to be agreed upon by the Landlord
        and by the Tenant or at the request of either of them to be nominated by
        or on behalf of the President for the time being of the Royal
        Institution of Chartered Surveyors in accordance with the Arbitration
        Act 1996

7.2     the amount of the Yearly Rent which ceases to be payable under this
        Underlease will not exceed the amount received by the Landlord under any
        loss of Yearly Rent insurance policy effected by the Landlord in respect
        of the Premises

8.      BENEFIT OF OTHER INSURANCES

        The Tenant will apply all money which it receives by virtue of any
        insurance of the Premises in making good the loss or damage in respect
        of which it has been received

9.      INSURANCE BECOMING VOID

[***] - 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.


                                    Sch 5-3
<PAGE>   29

        The Tenant will:-

9.1     not cause any policy of insurance covering the Premises or any other
        land to become void or voidable or the rate of premium of any such
        policy to be increased

9.2     comply with all requirements and recommendations from time to time of
        the Insurers in relation to the Premises

10.     NOTICE BY TENANT

        The Tenant will give immediate written notice to the Landlord of any
        event which might affect or give rise to a claim under any policy of
        insurance covering the Premises or any other land of the Landlord

11.     INSURANCE IN THE LANDLORD'S OFFICE

        If at any time the Landlord is an insurance company or a member of a
        group (within the meaning of section 42 of the 1954 Act) which includes
        an insurance company it will be entitled to maintain insurance in its
        own office or in the office of such insurance company and the premiums
        charged will for the purpose of any obligation of the Tenant under this
        Underlease to pay or contribute towards the cost of such insurance be
        deemed to have been paid by the Landlord on the first day of the period
        of insurance to which the relevant premium relates


[***] - 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.


                                    Sch 5-4
<PAGE>   30


                                   SCHEDULE 6

                 THE DOCUMENTS (IF ANY) CONTAINING INCUMBRANCES
                        TO WHICH THE PREMISES ARE SUBJECT



The matters contained or referred to in the registers of the Landlord's title
number MS134921 and title number MS253780


[***] - 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.


                                    Sch 6-1
<PAGE>   31


                                   SCHEDULE 7

                                     PART 1

                               COVENANTS BY SURETY

1.      The Surety will procure the punctual payment of the Rents and the
        observance and performance of all the obligations of the Tenant under
        this Underlease and in the case of any default the Surety will on demand
        pay such Rents and observe and perform such obligations as if the Surety
        instead of the Tenant were liable therefor as a principal obligor and
        not merely as a surety

2.      The Surety agrees with the Landlord as a primary obligation to keep the
        Landlord indemnified on demand against all actions proceedings claims
        demands losses costs expenses damages and liability arising directly or
        indirectly from any failure by the Tenant to pay the Rents and/or
        observe and perform such obligations or as a result of any obligation of
        the Tenant under this Underlease being or becoming unenforceable

3.      If the liability of the Tenant is disclaimed by or on behalf of the
        Tenant or this Underlease is forfeited or the Tenant is wound up or
        ceases to exist the Surety will (if so required by the Landlord by
        written notice to the Surety within six months after such disclaimer or
        forfeiture or winding up or cessation of existence) take from the
        Landlord and execute and deliver to the Landlord a counterpart of a new
        underlease of the Premises for the residue of the Term unexpired at the
        date of such disclaimer or forfeiture or winding up or cessation of
        existence at the same Rents as are reserved from time to time by and
        subject to the same covenants and provisions as are contained in this
        Underlease (mutatis mutandis) and the Surety will on demand pay the
        Landlord's legal costs in connection with such Underlease

4.      If the Landlord does not require the Surety to take a new underlease of
        the Premises pursuant to paragraph 3 of this part of this schedule the
        Surety will nevertheless on demand pay to the Landlord a sum equal to
        the Rents that would have been payable but for the disclaimer or
        forfeiture or winding up or cessation of existence during the period of
        twelve months from and including the date of the disclaimer or
        forfeiture or winding up or cessation of existence less any Rents
        received by the Landlord during such period from reletting the Premises
        and the Surety will on demand pay the Landlord's legal costs and agents'
        fees in connection with such reletting

5.      The insolvency of the Tenant will not affect the liability of the Surety
        under this Underlease and any money received or recovered by the
        Landlord from the Surety may be placed in a separate or suspense account
        by the Landlord without any obligation on the Landlord to apply it in or
        towards the discharge of the Tenant's obligations under this Underlease
        so as to preserve the Landlord's right to prove in any insolvency of the
        Tenant in respect of the whole of the Tenant's indebtedness to the
        Landlord under this 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.



                                    Sch 7-1
<PAGE>   32

6.      The Surety will at the request of the Landlord execute any document
        supplemental to or entered into pursuant to this Underlease to
        acknowledge that the Surety is bound and that the rights of the Landlord
        are not affected and the obligations of the Surety are not released by
        such document

7.      The obligations of the Surety under this Underlease are in addition to
        any other right or remedy of the Landlord and will not be discharged
        diminished or in any way affected by:

8.1     any time or indulgence granted by the Landlord to the Tenant or any
        neglect or forbearance of the Landlord in obtaining payment of the Rents
        or enforcing the obligations of the Tenant under this Underlease or

8.2     any refusal by the Landlord to accept Rents tendered at a time when the
        Landlord was entitled (or would after service of the appropriate
        statutory notice have been entitled) to re-enter the Premises or

8.3     any surrender by the Tenant of part of the Premises in which event the
        liability of the Surety will continue in respect of the part of the
        Premises not so surrendered after making any necessary apportionments
        under section 140 of the Law of Property Act 1925 or

8.4     any variation of this Underlease or other act omission matter or thing
        (other than a release by deed given by the Landlord and subject always
        to the provisions of section 18 of the 1995 Act) by which but for this
        provision the obligations of the Surety under this Underlease would have
        been so discharged diminished or affected

9.      Any provision of this part of this schedule rendered void or
        unenforceable by the 1995 Act is to be severed from all remaining
        provisions which are to be preserved

[***] - 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.


                                    Sch 7-2
<PAGE>   33



                                   SCHEDULE 8

                         SERVICES AND THE SERVICE CHARGE

                                     PART 1

1.      DEFINITIONS

        In this schedule the following expressions have the following meanings
        unless the context otherwise requires:-

        "ANNUAL EXPENDITURE": the aggregate expenditure incurred or to be
        incurred by the Landlord during a Service Year in or incidental to the
        provision of or in respect of all or any of the Services after giving
        credit for any insurance money received by the Landlord under any policy
        in relation to the Building which the Landlord is obliged to effect
        under this Underlease

        "PROVISIONAL SERVICE CHARGE": the amount which in the opinion of the
        Landlord's surveyor or its managing agents or accountants represents a
        fair estimate of the Service Charge for the Service Year in question

        "SERVICES": the services facilities amenities and items of expenditure
        specified in part 2 of this schedule

        "SERVICE YEAR": a calendar year commencing on an anniversary of this
        Least or such other annual period as the Landlord may in its sole
        discretion decide

2.      PROVISION OF THE SERVICES

2.1     The Landlord will not be liable to the Tenant in respect of:-

        2.1.1  any failure or interruption in any of the Services by reason of
               necessary repair maintenance or replacement of any installations
               or apparatus or their damage or destruction or by reason of
               mechanical or other defect or breakdown or frost or other
               inclement conditions or shortage of fuel materials or labour or
               any other cause beyond the reasonable control of the Landlord but
               the Landlord will use all reasonable endeavours to restore any
               such Services as soon as practicable

        2.1.2  any act omission or negligence of any person undertaking the
               Services or any of them on behalf of the Landlord

2.2     The Landlord may withhold add to extend vary or alter the Services or
        any of them from time to time provided that in so doing the Landlord
        complies with the principles of good estate management and acts
        reasonably in all the circumstances

2.3     If at any time during the Term the property comprising the Building is
        increased or decreased on a permanent basis or the benefit of any of the
        Services is extended on a like


[***] - 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.


                                    Sch 8-1
<PAGE>   34

        basis to any adjoining or neighbouring property or if some other event
        occurs a result of which is that the Service Charge is no longer
        appropriate to the Premises the Service Charge will be varied with
        effect from the beginning of the Service Year following such event in
        such a manner as may be determined to be fair and reasonable in the
        light of the event in question by the Landlord's surveyor whose decision
        will be final

3.      STATEMENT OF ANNUAL EXPENDITURE

3.1     The Landlord will as soon as practicable after the end of each Service
        Year prepare and submit to the Tenant a statement of the Annual
        Expenditure for that Service Year containing a fair summary of the
        expenditure referred to in it and showing the Service Charge for that
        Service Year and upon such statement being certified by the Landlord's
        surveyor or its managing agents or accountants it will be conclusive
        evidence for the purposes of this Underlease of all matters of fact
        referred to in the statement (except in the case of manifest error)

3.2     The Landlord may include in any such statement such proper provision for
        expenditure in any subsequent year as the Landlord acting reasonably may
        from time to time consider appropriate

3.3     Any omission by the Landlord to include in any such statement any sum
        expended or liability incurred in that Service Year will not preclude
        the Landlord from including such sum or the amount of such liability in
        an account for any subsequent year

4.      PAYMENT OF THE SERVICE CHARGE

4.1     The Tenant will pay to the Landlord on account of the Service Charge on
        each Quarter Day:

        4.1.1  for the period from and including the Service Charge Commencement
               Date to the end of the current Service Year one quarter of the
               Initial Service Charge the first (duly apportioned) payment to be
               made on the date of this Underlease and

        4.1.2  on each subsequent Quarter Day one quarter of the Provisional
               Service Charge

4.2     If the Service Charge for any Service Year:

        4.2.1  exceeds the Initial Service Charge or the Provisional Service
               Charge payments made on account of the Service Charge (as the
               case may be) the excess will be paid by the Tenant to the
               Landlord on demand

        4.2.2  is less than such payments on account the overpayment will be
               allowed by the Landlord to the Tenant as a credit against Rents
               to become due or (in the Service Year ending on or after the
               expiry of the Term) will be repaid by the Landlord to the Tenant

[***] - 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.


                                    Sch 8-2
<PAGE>   35

5.      CONTINUATION

        The provisions of this schedule will continue to apply notwithstanding
        the expiration or sooner determination of the Term but only for the
        purposes of calculation and payment of the Service Charge for the period
        down to such expiration or sooner determination

                                     PART 2

                                  THE SERVICES

Performing the services described in Appendix I hereto to the extent set out
therein


[***] - 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.


                                    Sch 8-3
<PAGE>   36


                                   SCHEDULE 9

                        LANDLORD'S FIXTURES AND FITTINGS

                                      None


[***] - 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.



                                    Sch 9-1
<PAGE>   37


                                   APPENDIX I










[***] - 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.


                                    Appx I-1

<PAGE>   38



                                   SCHEDULE 1

                                  THE SERVICES

<TABLE>
<CAPTION>
<S>      <C>                       <C>                            <C>     <C>
[
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***      ***                                                      ***
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***      ***                                                      ***
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***      ***                                                      ***
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***      ***                                                      ***
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***      ***                                                      ***
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***      ***                                                      ***
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***      ***                                                      ***
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***      ***                                                      ***
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***      ***                                                      ***
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***      ***                                                      ***
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***      ***                                                      ***
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***      ***                                                      ***
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***      ***                                                      ***
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***      ***                                                      ***
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***      ***                                                      ***
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***      ***                                                      ***
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***      ***                                                      ***
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***      ***                                                      ***
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***      ***                                                      ***
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***      ***                                                      ***
--------------------------------------------------------------------------------
***      ***                                                      ***
--------------------------------------------------------------------------------
                                                                               ]
</TABLE>


[***] - 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.



                                    Sch 1-1
<PAGE>   39


                                   SCHEDULE 2

                                SERVICES CHARGES

<TABLE>
<CAPTION>
<S>     <C>           <C>        <C>              <C>                 <C>
[
--------------------------------------------------------------------------------
***
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***                   ***                         ***
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                      ***                         ***
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                      ***                         ***
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                      ***                         ***
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                      ***                         ***
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                      ***                         ***
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                      ***                         ***
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
        ***                      ***                                   ***
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***                   ***                         ***
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***                   ***                         ***
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***                   ***                         ***
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***                   ***                         ***
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***                   ***                         ***
--------------------------------------------------------------------------------
***                   ***                         ***
                      ----------------------------------------------------------
                      ***                         ***
                      ----------------------------------------------------------
</TABLE>

[***] - 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.

                                    Sch 2-1
<PAGE>   40

<TABLE>
<S>     <C>           <C>        <C>              <C>                 <C>
--------------------------------------------------------------------------------
        ***                      ***                                   ***
--------------------------------------------------------------------------------
***                   ***                         ***
--------------------------------------------------------------------------------
***                   ***                         ***
--------------------------------------------------------------------------------
***                   ***                         ***
--------------------------------------------------------------------------------
                                                                               ]
</TABLE>



[***] - 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.


                                    Sch 2-2