<PAGE>

                                                                    EXHIBIT 10.6

THIS LEASE is made on the date specified in the Lease Details between the
Landlord, the Tenant, the Surety and the Head Landlord.

THIS DEED WITNESSES as follows.

1.    INTERPRETATION

1.1   In this Lease, except where the context otherwise requires:

      "THE BUILDING" means the land and building at 1 Oliver's Yard, London EC2
      demised by the Head Lease of which the demised premises form part;

      "CONDUITS" means tanks, pipes, sprinklers, wires, cables, drains, meters,
      ducts, trunking, sewers, gutters and associated apparatus and other
      similar items;

      "THE DEMISED PREMISES" means the Premises specified in the Lease Details
      as more particularly described in Part 1 of Schedule 1;

      "THE ENDING OF THE TERM" means the coming to an end of the term in any way
      including expiration, termination, surrender, frustration and forfeiture;

      "THE FIRST LEASE" means a Lease of part of the Second Floor of the
      Building dated 9th September 2004 and made between the Landlord (1) the
      Tenant (2) Penson Financial Services Inc (3) and Derwent Valley Central
      Limited (4);

      "GROUP COMPANY" means a body corporate which is a member of the same group
      of companies as the Tenant within the meaning of Section 42 of the
      Landlord and Tenant Act 1954;

      "THE HEAD LANDLORD" means the party so described in the Lease Details and
      includes the person for the time being entitled to the reversion
      immediately expectant on the determination of the term of years created by
      the Head Lease or if the Head Lease comes to an end (howsoever caused) the
      Landlord;

      "THE HEAD LEASE" means a lease dated 27th March, 2001 and made between
      Colebrook Estates Limited (1) and Globix Limited and Globix Corporation
      (2) whereby the Building was demised to Globix Limited and Globix
      Corporation for a term of 30 years commencing on 19th March, 2001 subject
      to the payment of the rent thereby reserved and the observance and
      performance of the lessee's covenants and conditions therein contained and
      under which the Landlord holds the Building at the date of this Lease;

      "THE INSURED RISKS" means the risks against which the Head Landlord
      covenants to insure pursuant to the Head Lease;

      "THE LANDLORD" means the Landlord specified in the Lease Details or such
      other person as may for the time being be entitled to the reversion
      immediately expectant on the ending of the term;

<PAGE>

                                       2

      "THIS LEASE" means this deed and any instrument made under it or
      supplemental to it;

      "OPEN MARKET RENTAL VALUE" means the annual rent at which the demised
      premises could reasonably be expected to be let as a whole on the open
      market at the review date assuming that at that date:

      (i)    the demised premises are fully carpeted and fit for the immediate
             occupation and use of the hypothetical tenant and all services are
             available;

      (ii)   any concession or consideration which might reasonably be given to
             the hypothetical tenant on a new letting in the open market for
             fitting out has been given and has been exhausted and no reduction
             is to be made to take account of it;

      (iii)  any rent free period which might reasonably be given to the
             hypothetical tenant on a new letting in the open market for fitting
             out has been given and has expired and no reduction is to be made
             to take account of it;

      (iv)   no work has been carried out to the Building or its services
             (unless by the Landlord or the Head Landlord) which has diminished
             the rental value of the demised premises;

      (v)    if the Building or any of its services have been destroyed or
             damaged it has been fully restored;

      (vi)   the demised premises are available to let by a willing landlord to
             a willing tenant with vacant possession without a premium but
             subject to the provisions of this Lease (other than the amount of
             the principal yearly rent but including the provisions for review)
             for a term of ten years commencing on the review date; and

      (vii)  the covenants in this Lease on the part of the tenant have been
             fully performed and observed

      there being disregarded:

      (viii) any goodwill attached to the Building by reason of the carrying on
             there of business by the Tenant any lawful undertenant any lawful
             occupier or any of their predecessors in title;

      (ix)   any effect on rent of any improvement carried out to the demised
             premises with the consent of the Landlord (where required and
             otherwise than in pursuance of an obligation to the Landlord or its
             predecessors in title) to the extent only that such improvement or
             works were completed either during the Term or during any period of
             occupation prior to the commencement of the Term arising out of an
             agreement to grant this Lease provided that any works carried out
             pursuant to a statute or legal obligation shall not be regarded as
             having been carried out in pursuance of an obligation to the
             Landlord;

<PAGE>

                                       3

      (x)   any effect on rent of the fact that the Tenant any lawful
            undertenant any lawful occupier or any of their respective
            predecessors in title have been in occupation of the demised
            premises or any other part of the Building;

      (xi)  so far as may be permitted by law all Statutes which would otherwise
            restrict or reduce the amount of rent payable;

      "PERMITTED USE" means in respect of the second floor, use within Class
      B1(a) of the Schedule to the Town and Country Planning (Use Classes) Order
      1987 and in respect of the basement, ancillary storage;

      "THE PRINCIPAL YEARLY RENT" means the Yearly Rent specified in the Lease
      Details or else the principal yearly rent ascertained in accordance with
      Schedule 4;

      "THE REVIEW DATE" means the Review Date specified in the Lease Details;

      "THE SERVICE CHARGE RENT" has the meaning ascribed to it in Schedule 7;

      "STATUTE" means:

      (i)   an Act of Parliament and sub-ordinate legislation; and

      (ii)  a law, decree or direction of the European Community or other
            supranational body having effect as law in the United Kingdom

      now or from time to time in force;

      "THE SURETY" means the party so described in the Lease Details;

      "THE TENANT" means the Tenant specified in the Lease Details and its
      successors in title and assigns; and

      "THE TERM" means the term of years granted by this Lease.

1.2   In this Lease, unless otherwise specified:

(A)   a reference to a clause or a schedule is a reference to a clause of or a
      schedule to this Lease;

(B)   a reference to a paragraph is a reference to a paragraph of the schedule
      in which the reference appears and a reference to a sub-paragraph is to a
      sub-paragraph of the paragraph in which the reference appears;

(C)   headings to clauses and paragraphs are for convenience only and do not
      affect the interpretation of this Lease;

(D)   a covenant by the Tenant not to do any act, matter or thing includes a
      covenant not to cause or knowingly permit the doing of it;

<PAGE>

                                       4

(E)   a reference to a particular Statute (other than the Town and Country
      Planning (Use Classes) Order 1987) shall be construed as a reference to
      that Statute as it may have been or may in the future be amended, modified
      or re-enacted and to any regulation, statutory instrument, order, byelaw,
      direction or other provision that may have been made or may in the future
      be made under it;

(F)   where a party consists of two or more persons the obligations of such
      persons are joint and several;

(G)   land shown edged or coloured on the Plans is shown for the purpose of
      identification only;

(H)   a reference to any right reserved to or exercisable by the Landlord or any
      right exercisable by the Tenant in common with the Landlord shall be
      construed as including (where appropriate) the exercise of such right:

      (i)   by the Head Landlord and any mortgagee of the Landlord or the Head
            Landlord and all persons authorised by them; and

      (ii)  in common with all other persons having a like right.

1.3   This Lease incorporates the Lease Details first before written.

2.    DEMISE

      In consideration of the rents reserved by this Lease and the covenants on
      the part of the Tenant and the Surety the Landlord demises with full title
      guarantee (but excluding any covenant that the obligations contained in
      the Head Lease relating to the state and condition of the demised premises
      have been complied with) unto the Tenant all those the demised premises
      subject to the matters contained or referred to in the deeds and documents
      listed in Schedule 8 and to hold the demised premises unto the Tenant for
      the Term specified in the Lease Details together with the easements and
      rights specified in Part 2 of Schedule 1 except and reserved to the
      Landlord and all persons authorised by the Landlord or otherwise entitled
      the easements and rights specified in Part 3 of Schedule 1 yielding and
      paying to the Landlord:

      (i)   the principal yearly rent by equal quarterly payments in advance on
            the usual quarter days in every year such payments to be made by
            banker's order or otherwise as the Landlord may reasonably require,
            the first payment in respect of the period commencing on the Rent
            Commencement Date specified in the Lease Details upto the quarter
            day next thereafter to be made on such Rent Commencement Date;

      (ii)  the relevant proportion of the costs and expenses incurred by the
            Landlord in connection with its obligations under Schedule 5 such
            payment to be made within fourteen days of written demand, the first
            payment in respect of the period commencing on the date of this
            Lease to be made on the date of this Lease; and

<PAGE>

                                       5

      (iii) the service charge rent at the times set out in Schedule 7, the
            first payment in respect of the period commencing on the date of
            this Lease upto the quarter day next thereafter to be made on the
            date of this Lease.

3.    TENANT'S COVENANT

      The Tenant covenants with the Landlord in accordance with Schedule 2.

4.    LANDLORD'S COVENANTS

      The Landlord covenants with the Tenant:-

4.1   that subject to the Tenant paying the rents reserved by this Lease and
      observing and performing the covenants on its part the Tenant may
      peaceably hold and enjoy the demised premises during the term without any
      interruption by the Landlord or any person lawfully claiming under or in
      trust for it;

4.2   to pay the rents reserved by the Head Lease and to perform the covenants
      and conditions on the part of the lessee contained in the Head Lease (save
      insofar as the same are the responsibility of the Tenant under this Lease)
      and to indemnify and keep indemnified the Tenant against all actions
      claims proceedings costs and demands arising out of any breach of such
      covenant;

4.3   at the request of the Tenant to use all reasonable endeavours to enforce
      the covenants on the part of the lessor contained in the Head Lease;

4.4   to use reasonable endeavours to obtain any consent required under the Head
      Lease where the Tenant makes application for consent under the Lease; and

4.5   to provide the services referred to in parts 2 and 3 of schedule 7 in
      accordance with, and save as mentioned in, such schedule.

5.    RE-ENTRY

      Without prejudice to any other rights or remedies of the Landlord if:

      (i)   any of the rent reserved by this Lease is in arrears for twenty one
            days after it becomes due (whether or not in the case of the
            principal yearly rent it has been legally demanded); or

      (ii)  there is any breach of any of the Tenant's covenants in this Lease;
            or

      (iii) any of the rents reserved by the First Lease is in arrears for
            twenty one days after it becomes due (whether or not in the case of
            the principal yearly rent it has been legally demanded), or there is
            any breach of the tenant's covenants in the First Lease or any of
            the surety's covenants in the First Lease.

      (iv)  the Tenant:

<PAGE>

                                       6

            (a)   proposes or enters into any scheme, compromise, moratorium or
                  arrangement with any of its creditors; or

            (b)   has an execution, distress, sequestration or other process
                  levied on any of its assets which is not discharged within
                  fourteen days;

      (v)   the Tenant being a company incorporated in the United Kingdom:

            (a)   is struck off the register of companies; or

            (b)   being an unlimited company is registered with limited
                  liability; or

            (c)   has an administrator appointed; or

            (d)   has a petition presented for its winding up or has a winding
                  up order made against it or it otherwise enters into a
                  voluntary winding up or a meeting is convened for the purpose
                  of considering a resolution for its winding up (other than a
                  voluntary winding up of a solvent company for the purpose of
                  amalgamation or reconstruction); or

            (e)   has a receiver or administrative receiver appointed over all
                  or any of its assets or has an encumbrancer take possession or
                  exercise any power of sale over all or any of its assets; or

            (f)   is deemed to be unable to pay its debts within the meaning of
                  section 123 of the Insolvency Act 1986;

      (vi)  the Tenant or any such surety being an individual:

            (a)   has a bankruptcy order made against him; or

            (b)   is the subject of an order or appointment under section 253,
                  273 or 286 of the Insolvency Act 1986; or

            (c)   appears to be unable to pay or to have any reasonable prospect
                  of being able to pay his debts within the meaning of sections
                  267 and 268 of the Insolvency Act 1986;

      (vii) the Tenant being an overseas company, any circumstances exist or
            event occurs with respect to the Tenant or any such surety in any
            jurisdiction which has an effect equivalent or similar to any of
            those mentioned in this clause

      then the Landlord may at any time re-enter the demised premises or any
      part in the name of the whole and forfeit this Lease whereupon this Lease
      and the term created by it shall come to an end.
<PAGE>

                                       7

6.    PROVISIONS

      This Lease incorporates:

      (i)   the insurance provisions in Schedule 5;

      (ii)  the further provisions in Schedule 6; and

      (iii) the service charge provisions in Schedule 7

      and the Landlord and the Tenant covenant with one another to comply with
      their respective obligations in such schedules.

7.    CERTIFICATE

      The parties certify that this Lease is a new tenancy for the purposes of
      the Landlord and Tenant (Covenants) Act 1995.

8.    AGENT FOR SERVICE

8.1   This clause applies to any writ, summons, order, judgment or other process
      issued out of the courts of England and Wales in connection with any
      proceeding, suit or action arising out of or in connection with this Lease
      to the exclusion of any other provision of this Lease relating to the
      service of notices.

8.2   Penson Worldwide, Inc irrevocably agrees that any document to which this
      clause applies may be sufficiently and effectively served on it by service
      on its agent Penson Financial Services Limited, if no replacement agent
      has been appointed and notified to the Landlord pursuant to clause 8.5, or
      on the replacement agent if one has been appointed and notified to the
      Landlord.

8.3   Any such document served pursuant to this clause shall be marked for the
      attention of:

      (i)   Penson Financial Services Limited at the demised premises or such
            other address within England or Wales as may be notified to the
            Landlord by Penson Worldwide, Inc;

      (ii)  such other person as is appointed as agent for service pursuant to
            clause 8.5 at the address notified pursuant to clause 8.5.

8.4   Any such document addressed in accordance with clause 8.3 shall be deemed
      to have been duly served if:

      (i)         left at the specified address, when it is left; or

      (ii)        sent by first class post, three clear days after the date of
                  posting.

<PAGE>
                                       8

8.5   If the agent referred to in clause 8.2 (or any replacement agent appointed
      pursuant to this sub-clause) at any time ceases for any reason to act as
      such, Penson Worldwide, Inc shall appoint a replacement agent to accept
      service having an address for service in England or Wales and shall notify
      the Landlord of the name and address of the replacement agent; failing
      such appointment and notification, the Landlord may by notice to Penson
      Worldwide, Inc appoint such a replacement agent to act on Penson
      Worldwide, Inc's behalf.

8.6   A copy of any document served on an agent pursuant to this clause shall be
      sent by post to Penson Worldwide, Inc at its address for the time being
      for the service of notices and other communications under this Lease, but
      no failure or delay in so doing shall prejudice the effectiveness of the
      service of the document in accordance with the provisions of this clause.

9.    JURISDICTION

9.1   The parties irrevocably agree for the exclusive benefit of the Landlord
      that the courts of England shall have jurisdiction to settle any disputes
      which may arise out of or in connection with this Lease and that
      accordingly any proceedings, suit or action in connection with this Lease
      may be brought in such courts.

9.2   Without prejudice to clause 9.1, Penson Worldwide, Inc further irrevocably
      agrees that any such proceedings, suit or action may be brought in the
      courts of California and submits (and agrees to submit) to the
      non-exclusive jurisdiction of such courts.

9.3   Nothing contained in this clause shall limit the right of the Landlord to
      take such proceedings, suit or action against Penson Worldwide, Inc in any
      other court of competent jurisdiction, nor shall the taking of
      proceedings, suit or action in one or more jurisdictions preclude the
      taking of such proceedings, suit or action in any other jurisdiction,
      whether concurrently or not, to the extent permitted by the law of such
      other jurisdiction.

9.4   Penson Worldwide, Inc irrevocably waives (and irrevocably agrees not to
      raise) any objection which it may have now or hereafter to the laying of
      the venue of any such proceedings, suit or action in any such court as is
      referred to in clause 9.1 or 9.2 and any claim that any such proceedings,
      suit or action have been brought in an inconvenient forum and further
      irrevocably agrees that a judgment in any such proceedings, suit or action
      brought in any court referred to in this clause shall be conclusive and
      binding upon Penson Worldwide, Inc and may be enforced in the courts of
      any other jurisdiction.

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

10.   BREAK CLAUSE

10.1  If the Tenant (in this clause 10 meaning Penson Financial Services
      Limited) wishes to determine the Lease on 23rd June 2009 and shall give to
      the Landlord not less than nine months' prior notice in writing and shall
      up to the time of such determination pay the

<PAGE>
                                       9

      rents reserved by this Lease (save for any service charge rent unpaid in
      the case of a bona fide dispute between the parties) then upon the expiry
      of such notice and the delivery up of vacant possession to the Landlord
      this Lease shall immediately cease and determine but without prejudice to
      the respective rights of either party in respect of any antecedent claim
      or breach of covenant provided that any notice served pursuant to this
      clause shall only have effect where it simultaneously serves a notice
      terminating the First Lease in accordance with its terms.

10.2  Time is of the essence in relation to this clause 10.

11.   EXCLUSION ORDER

11.1  By a statutory declaration made on the       day of               2005 in
      the form, or substantially in the form, set out in paragraph 8 of schedule
      2 to the Regulatory Reform (Business Tenancies) (England and Wales) Order
      2003 the Tenant acknowledges that it has been served with a notice in the
      form, or substantially in the form, set out in schedule 1 to that Order.

11.2  Having complied with the requirements of section 38A(3) of the Landlord
      and Tenant Act 1954 the Landlord and Tenant agree that the provisions of
      sections 24 to 28 of that Act are excluded in relation to this Lease.

12.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

      The parties to this Lease do not intend that any term of this Lease is to
      be enforceable, by virtue of the Contracts (Rights of Third Parties) Act
      1999, by any person who is not a party to this Lease.

13.   HEAD LANDLORD'S CONSENT

      The Head Landlord grants licence for the Landlord to grant this Lease to
      the Tenant.

14.   SURETY'S COVENANT

      The Surety covenants with the Landlord in accordance with Schedule 3.

IN WITNESS whereof the Head Landlord, the Landlord, the Tenant and the Surety
have executed this document as a deed the day and year first before written.

<PAGE>
                                       10

                                   SCHEDULE 1

                                     PART 1

                              THE DEMISED PREMISES

All those internal parts of the second floor of the Building shown edged red on
Plan 1 annexed hereto including:-

(i)    the entrance doors from the common parts of the Building;

(ii)   the doors, frames, equipment and fitments and any glass in the doors of
       the demised premises;

(iii)  the internal plaster or other surfaces of load bearing walls and columns
       within the demised premises and of walls which form boundaries of the
       demised premises;

(iv)   the whole of all non-bearing walls within the demised premises;

(v)    the surfaces of the floor slab and ceiling slab;

(vi)   the raised floor and supports and the void between the floor slab and the
       raised floor;

(vii)  the false ceiling and supports and the void between the ceiling slab and
       the false ceiling;

(viii) all conduits, plant and machinery now or after the date of this deed
       installed in any part of the Building and exclusively serving the demised
       premises;

(ix)   all fixtures and fittings from time to time on the demised premises; and

(x)    all additions and improvements to the demised premises;

but excluding the structural parts, loadbearing framework, roof, foundations,
external walls and the conduits, plant and machinery within but not exclusively
serving the demised premises.

<PAGE>
                                       11

                                     PART 2

                          EASEMENTS AND RIGHTS GRANTED

1.    The right of passage and running of water, soil, gas, electricity in and
      through the conduits in the Building at the date of this Lease and
      presently serving the demised premises and any replacement of such
      conduits.

2.    The right to pass and repass over and along the entrance hall, landings,
      passages and staircases of the Building serving the demised premises and
      intended for the common use of the occupiers of the Building.

3.    The right to use the lifts, plant and machinery in the Building and any
      replacement of such lifts, plant and machinery.

4.    The right to use the male and female lavatory accommodation on the same
      floor of the Building as the demised premises.

5.    The right to have the names of the lawful occupiers of the demised
      premises displayed on the notice board provided by the Landlord for the
      purpose in the ground floor reception hall of the Building and on or
      adjacent to the entrance doors to the demised premises.

6.    The right to pass and repass on foot for emergency purposes only over and
      along the roadway known as Winters Mews to the rear of the Building.

7.    The right (to the extent and is so far as the Landlord is able to grant
      the same) to pass and repass either by foot or with vehicles over and
      along the roadway adjoining the Building and known as Oliver's Yard.

8.    The right to place plant, machinery and telecommunications and other
      communications apparatus (including one domestic sized satellite dish, one
      aerial and one condenser unit) on the roof of the Building within
      designated plant areas subject to compliance with Statute and subject to
      the approval of the Landlord as to the nature, size and location of such
      plant, machinery and telecommunications and other communication apparatus,
      such approval not to be unreasonably withheld or delayed.

<PAGE>
                                       12

                                     PART 3

                         EXCEPTIONS AND RIGHTS RESERVED

1.    The right to erect or alter or to consent to the erection or alteration of
      any building now or from time to time on any adjoining or neighbouring
      property notwithstanding that such erection or alteration may diminish the
      access of light and air enjoyed by the demised premises and the right to
      deal with any such property as it may think fit.

2.    The right of passage and running of water, soil, gas, electricity and of
      all other services or supplies through such conduits as are now or may
      after the date of this Lease be installed in the demised premises and
      serving or capable of serving other parts of the Building or adjoining or
      neighbouring property or any buildings now or after the date of this deed
      erected on such property together with the right to enter upon the demised
      premises to inspect, repair or maintain any such conduits.

3.    The right to enter upon the demised premises in connection with the
      erection, alteration, improvement, repair or maintenance of any such parts
      or property or building or any adjoining or neighbouring property and for
      such purpose to underpin, shore up and bond and tie into the structure of
      the demised premises subject to the persons entering causing as little
      disturbance as reasonably practicable and promptly making good any damage
      caused.

4.    The right to lay or construct new conduits in the demised premises and to
      connect into such conduits as are now or may after the date of this Lease
      be installed in the demised premises (other than conduits capable of
      serving only the demised premises subject to the persons entering causing
      as little disturbance as reasonably practicable and promptly making good
      any damage caused.).

5.    The rights and liberties to enter upon the demised premises in the
      circumstances in which in the covenants by the Tenant contained in this
      Lease the Tenant covenants to permit such entry.

6.    The right temporarily to close any part of the Building other than the
      demised premises, but not so as to deny the Tenant access to and use of
      the demised premises or (so far as is reasonably practicable) the roof.

<PAGE>
                                       13

                                   SCHEDULE 2

                               TENANT'S COVENANTS

2.1   RENT

(A)   To pay the rents reserved by this Lease at the times and in the manner
      specified without any deduction save as may be required by law.

(B)   Not to exercise or seek to exercise any right or claim to withhold rent or
      any right or claim to set-off save as may be required by law.

2.2   OUTGOINGS

      To pay and discharge all existing and future rates, taxes, duties,
      charges, assessments, outgoings and impositions (whether parliamentary,
      local or otherwise and whether of a capital, revenue, non-recurring or
      wholly novel nature) which are now or may at any time be assessed, charged
      or imposed upon the demised premises or on the owner or occupier in
      respect of them or anything done on them or pending separate assessment of
      the demised premises a fair proportion to be reasonably determined by the
      Landlord of any sum payable in respect of the Building but excluding any
      taxes or other fiscal impositions relating to or generated by the grant of
      this Lease or any dealing with any interest expectant in reversion on the
      ending of the term or by reason of the receipt by the Landlord or its
      agents of the rents and other sums payable pursuant to this Lease.

2.3   REPAIR

(A)   Save in the case of damage by insured risks (except to the extent the
      insurance effected by the Landlord is vitiated, avoided or forfeited or
      the payment of the policy monies is refused or withheld by reason of the
      act or omission of the Tenant or any person deriving title under the
      Tenant or their respective servants, agents or licensees):

      (i)   to keep the demised premises in good and substantial repair and
            condition and in whole or in part replace or renew them as
            necessary; and

      (ii)  to repair or (when beyond economic repair) replace with others of
            modern and up to date design all lessor's fixtures and fittings
            which become obsolete or unusable.

(B)   To keep in good and substantial repair all conduits within the demised
      premises which are used by the owner or occupier of the demised premises.

2.4   DECORATION

      In 2009 or more frequently if necessary and also in the six months
      immediately before the ending of the term to paint, clean or otherwise
      treat as the case may be all the inside

<PAGE>
                                       14

      structure and other internal parts of the demised premises usually or
      requiring to be painted, cleaned or otherwise treated with two coats of
      good quality paint or other suitable material of good quality in a proper
      and workmanlike manner and generally to redecorate the interior of the
      demised premises and afterwards grain, varnish, wash, strip, stop,
      distemper, colour, paper or otherwise decorate in the usual manner all
      parts usually or requiring to be so dealt with the colour and method of
      all such painting and other works of decoration to be approved by the
      Landlord.

2.5   YIELDING UP

(A)   At the ending of the term:

      (i)   quietly to yield up the demised premises (except lessee's and trade
            fixtures and fittings which shall at the request of the Landlord but
            not otherwise be removed prior to the ending of the term) in a
            condition consistent with the due performance and observance by the
            Tenant of its covenants in this Lease;

      (ii)  if any alterations or additions have been made to the Building by
            the Tenant or any person deriving title under the Tenant to
            reinstate the Building (if so required by the Landlord but not
            otherwise) to the state and condition it was in prior to the making
            of the alterations and additions;

      (iii) to remove from the Building every sign, notice or other notification
            belonging to the Tenant or any person deriving title under the
            Tenant; and

      (iv)  to make good all damage caused to the Building by the removal of
            fittings, furniture and effects

      to the reasonable satisfaction of the Landlord.

(B)   If the Tenant fails to leave the Building in such condition, to pay to the
      Landlord the proper cost remedying such default.

2.6   STATUTES

(A)   To comply with all Statutes and the requirements or directions of any
      government department, local authority or other competent authority
      affecting the demised premises or their use and occupation.

(B)   To execute all works and obtain all certificates and licences and provide
      and maintain all arrangements which by or under any Statute or any such
      requirement or direction are or may be directed or required to be
      executed, obtained, provided or maintained upon or in respect of the
      demised premises whether by the Landlord or the Tenant.

(C)   Not to do or omit to do in the Building anything by reason of which the
      Landlord may under any Statute or any such requirement or direction incur
      or have imposed upon it or

<PAGE>
                                       15

      become liable to pay any penalty, damages, compensation, costs, levies,
      charges or expenses.

(D)   Upon receipt to deliver to the Landlord a copy of any communication from a
      government department, local authority or other competent authority
      affecting the demised premises and at the cost of the Landlord to make or
      join in making such objections, representations or appeals against or in
      respect of it as the Landlord may reasonably require.

2.7   PLANNING

(A)   To obtain from the relevant planning authority on its own behalf and on
      behalf of the Landlord all permissions and to serve such notices as may be
      required for the carrying out of any development on the demised premises
      or the institution or continuance of any use.

(B)   Notwithstanding any other approval granted under this Lease, not to make
      any application for such permission or to implement such permission once
      granted without the consent of the Landlord (such consent not to be
      unreasonably withheld or delayed) provided that the Tenant is not
      permitted to make any application in relation to a change of use.

(C)   Before the ending of the term and unless the Landlord shall otherwise
      reasonably direct, to carry out in a good and workmanlike manner with
      suitable materials of good quality any works stipulated to be carried out
      by a date after the ending of the term as a condition of any planning
      permission granted during the term and implemented by the Tenant in whole
      or in part.

2.8   ENTRY UPON THE DEMISED PREMISES

(A)   To permit the Landlord, the Head Landlord and persons authorised by them
      to enter the demised premises at reasonable times after 48 hours prior
      written notice (except in an emergency) and where requisite to remain with
      or without workmen, materials and equipment:

      (i)   to alter, maintain or repair any other part of the Building or any
            adjoining property;

      (ii)  in connection with the development of such property;

      (iii) in connection with the easements and rights reserved by this Lease;

      (iv)  to comply with such covenants, conditions and restrictions (if any)
            as may affect any reversion on the term;

<PAGE>
                                       16

      (v)    to inspect the demised premises and any alterations or additions
             being carried out;

      (vi)   to complete an inventory of the lessor's fixtures and fittings;

      (vii)  to measure or value the demised premises;

      (viii) to remedy any breach of the Tenant's covenants in this Lease; and

      (ix)   in connection with the provision of the services referred to in
             Schedule 7

      without payment for any nuisance, annoyance, damage or inconvenience
      caused to the occupiers of the demised premises but subject to the
      Landlord causing as little disturbance as reasonably practicable and
      making good to the reasonable satisfaction of the Tenant any damage caused
      to the demised premises without delay.

(B)   To give notice to the Landlord upon becoming aware of the same of any
      destruction or damage to the demised premises and of any defect which
      would or might give rise to any obligation on the Landlord's part to do or
      refrain from doing any act or thing in order to comply with the duty of
      care imposed by the Defective Premises Act 1972.

2.9   BREACHES

(A)   To make good all breaches of the Tenant's covenants in this Lease within
      two months after the giving of written notice by the Landlord to the
      Tenant or sooner if requisite.

(B)   If the Tenant continues to default in the performance of any of such
      covenants of which notice has been given, to permit the Landlord and all
      persons authorised by the Landlord to take steps to remedy the breaches.

2.10  COSTS

      To indemnify the Landlord against all properly incurred costs arising from
      or in reasonable and direct contemplation of:

      (i)   the enforcement of the Tenant's covenants in this Lease or of the
            obligations of any person who at any time guarantees the obligations
            of the Tenant;

      (ii)  the preparation and service of any notices or proceedings under
            sections 146 and 147 of the Law of Property Act 1925 or the
            Leasehold Property (Repairs) Act 1938 and the inspection and
            supervision of any works required to be done;

      (iii) the taking of steps subsequent to any such notice notwithstanding
            forfeiture is avoided otherwise than by relief granted by the Court;

      (iv)  the effecting of any forfeiture not requiring such notice;

<PAGE>
                                       17

      (v)    the recovery of sums due under this Lease including the levy or
             attempted levy of any distress;

      (vi)   the preparation and service of all notices and schedules (whether
             statutory or otherwise) relating to wants of repair to the demised
             premises or other breaches of any of the Tenant's covenants in this
             Lease and the inspection and supervision of any works required to
             be done whether served during the term or after its ending;

      (vii)  the preparation and service of any notices, applications or
             proceedings under the Landlord and Tenant (Covenants) Act 1995 (but
             excluding any whereby the Landlord is seeking a release in respect
             of its obligations hereunder); and

      (viii) any application for a consent, licence or approval whether it is
             granted or refused or proffered subject to any qualification or
             condition or whether the application is withdrawn or abandoned
             unless such refusal qualification or condition is held by a court
             of competent jurisdiction to be unlawful whether because it is
             unreasonable or otherwise.

2.11  ALTERATIONS

(A)   Not without the consent of the Landlord (such consent not to be
      unreasonably withheld or delayed) to make any internal non-structural
      alterations or additions to the demised premises but so that (except in
      the case of the Tenant's initial fitting out works) consent shall not be
      required for the removal, modification, alteration or erection of
      demountable partitioning of a specification approved by the Landlord if
      drawings showing the proposed layout or any revisions to the layout are
      deposited with the Landlord prior to work commencing.

(B)   Not to make any alterations or additions to the Building or any
      installations, conduits, plant or machinery serving it otherwise than in
      accordance with sub-paragraph (A).

(C)   Not to commence any alterations or additions before all necessary
      licences, approvals, permissions and consents from all relevant government
      departments, local authorities and other competent authorities and the
      insurers have been produced to the Landlord and approved by it such
      approval not to be unreasonably withheld or delayed.

(D)   To procure in respect of any alterations to the air conditioning systems
      that the contractors carrying out alterations or additions and the
      architects, engineers or other persons engaged in a consultative capacity
      in connection with their design or supervision enter into collateral
      assurances with the Landlord acknowledging in terms acceptable to the
      Landlord a duty of care to the Landlord in connection with the carrying
      out, design or supervision as the case may be.

(E)   To carry out all alterations and additions in a good and workmanlike
      manner with suitable materials of good quality to the satisfaction of the
      Landlord in accordance with

<PAGE>
                                       18

      all such licences, approvals, permissions and consents and the plans and
      specifications approved by the Landlord without causing any undue
      nuisance, damage or inconvenience to the Landlord or the owners or
      occupiers of any other part of the Building or any neighbouring property.

(F)   To remove on demand all alterations and additions made in contravention of
      this paragraph or in respect of which any licence, approval, permission or
      consent is withdrawn or lapses and make good all damage caused by such
      removal and restore all parts of the demised premises affected to a good
      and substantial condition and properly decorated under the supervision and
      to the reasonable satisfaction of the Landlord.

2.12  USE

(A)   Not to use the demised premises for any dangerous, noxious, noisy,
      offensive, illegal or immoral purpose.

(B)   Not to use the demised premises for any purpose which causes a nuisance,
      damage or inconvenience to the Landlord or the owners or occupiers of any
      other part of the Building or any neighbouring property.

(C)   Not to hold any auction, public meeting, entertainment or exhibition on
      the demised premises.

(D)   Not to use the demised premises as a betting shop or a betting office.

(E)   Not to use the demised premises for the sale of alcohol for consumption
      either on or off the demised premises.

(F)   Not to allow any person to sleep in the demised premises nor to use the
      demised premises for residential purposes.

(G)   Not without the consent of the Landlord to use the demised premises
      otherwise than for the Permitted Use specified in the Lease Details.

2.13  SIGNS

      Subject to the rights granted in Schedule 1 Part 2 of this Lease, not to
      display on the demised premises so as to be visible from outside any sign,
      fascia, poster, blind or advertisement other than a sign of a size and a
      kind approved by the Landlord (acting reasonably) showing the name and
      business of the permitted occupier.

2.14  "FOR SALE" AND "TO LET" SIGNS

      To permit all persons authorised by the Landlord or its agents to view the
      demised premises at reasonable times in connection with any proposed
      disposal or reletting without interruption.

<PAGE>
                                       19

2.15  SECURITY ARRANGEMENTS

      Not to leave the demised premises continuously unoccupied for more than
      one month without notifying the Landlord and providing security and
      caretaking arrangements approved by the Landlord (acting reasonably) and
      the insurers.

2.16  OVERLOADING

(A)   Not to submit any part of the Building to any excessive load nor to
      suspend any excessive weight from the ceilings or structure.

(B)   Not to overload or obstruct the conduits serving the Building or to
      discharge into any pipes, drains, or sewers any trade effluent or any
      harmful matter or substance.

2.17  ENTRANCES AND SERVICE AREAS

      Not to load or unload or receive delivery of or dispatch goods otherwise
      than in the areas and through the entrances, designated by the Landlord
      nor to leave any article or vehicle so that such areas or the entrances,
      roadways or means of access to the Building are blocked to trade or other
      vehicles or so that access by others is precluded, hindered or
      inconvenienced.

2.18  RIGHTS OF LIGHT

(A)   Not to darken or obstruct any windows belonging to the Building nor to
      accept payment or other consideration for consenting to anyone else doing
      so.

(B)   To give notice to the Landlord of any third party making or acquiring or
      attempting to make or acquire any encroachment or easement against the
      Building and at the request of the Landlord to take such steps as the
      Landlord may reasonably require to prevent any such encroachment or
      easement being acquired.

2.19  ALIENATION

(A)   Not to assign or charge any part (as distinct from the whole) of the
      demised premises.

(B)   Not to assign the whole of the demised premises or underlet, hold upon
      trust for another or part with or share possession or occupation of the
      whole or any part of the demised premises except as provided in the
      following paragraphs.

(C)   Not to assign the whole of the demised premises nor to underlet the whole
      or any part to a person entitled to claim diplomatic or sovereign
      immunity.

(D)   Not to part with or share possession or occupation of the whole or any
      part of the demised premises otherwise than to companies which are Group
      Companies of the Tenant upon terms such that:

<PAGE>
                                       20

      (i)   no assignment or sub-letting is effected and no right to exclusive
            possession is conferred; and

      (ii)  any rights of occupation or possession come to an end immediately
            the relevant company ceases to be a Group Company.

(E)   Not to assign the whole of the demised premises without:-

      (i)   simultaneously assigning the First Lease to the same person; and

      (ii)  first providing copies of the audited accounts of the intended
            assignee (being a body corporate) for the three immediately
            preceding accounting periods if available, taking into account the
            date of incorportation of the proposed assignee (including the
            accounting period last expired), and management accounts of the
            intended assignee (being a body corporate) for the immediately
            preceding 12 months;

(F)   Upon any assignment of the First Lease simultaneously to assign the
      demised premises to the person becoming as a result of the first mentioned
      disposition the tenant under the First Lease

2.20  ASSIGNMENT

(A)   Not to assign the whole of the demised premises without first entering
      into an authorised guarantee agreement with the Landlord in accordance
      with section 16 of the Landlord and Tenant (Covenants) Act 1995 in such
      form as the Landlord may lawfully require:

      (i)   imposing liability on the Tenant as principal debtor in respect of
            the obligations owed by the assignee under the covenants in this
            Lease falling to be complied with by the tenant of the demised
            premises;

      (ii)  imposing liability on the Tenant as guarantor in respect of the
            assignee's performance of the covenants which is equivalent to that
            to which the Tenant would be subject as sole or principal debtor in
            respect of the obligations owed by the assignee under the covenants;

      (iii) requiring the Tenant, in the event of this Lease being disclaimed,
            to enter into a new lease of the demised premises:

            (a)   whose term expires not later than the Term specified in the
                  Lease Details; and

            (b)   whose covenants falling to be complied with by the tenant of
                  the demised premises are equivalent to those of this Lease;
                  and

<PAGE>
                                       21

      (iv)  making provision incidental or supplementary to any provision made
            by virtue of (i) to (iii) of this sub-paragraph.

(B)   Subject to sub-paragraph (A), not to assign the whole of the demised
      premises without the consent of the Landlord (such consent not to be
      unreasonably withheld or delayed) provided that for the purposes of
      section 19(1A) of the Landlord and Tenant Act 1927 the Landlord may:

      (i)   withhold its consent in circumstances where the Tenant has been
            unable to satisfy the Landlord (acting reasonably) within one month
            of the original application for such consent that the intended
            assignee is of appropriate financial standing to be able to comply
            with the Tenant's covenants contained in this Lease;

      (ii)  withhold its consent unless prior to the date of the proposed
            assignment the Tenant has paid all sums which have fallen due for
            payment under this Lease before that date and has remedied any
            outstanding breaches of the Tenant's covenants in this Lease
            provided that if there shall be a bona fide dispute as to any sum
            payable the Tenant shall discharge this condition by depositing such
            sum as an escrow account pending resolution of such dispute;

      (iii) make it a condition of its consent that the intended assignee enters
            into direct covenants with the Landlord to pay the rents reserved by
            this Lease and to observe and perform the Tenant's covenants in this
            Lease throughout the term; and

      (iv)  make it a condition of its consent that such surety or sureties as
            the Landlord reasonably requires covenant by deed directly with the
            Landlord as principal debtors or covenantors in the terms set out in
            Schedule 3 by reference to the intended assignee.

2.21  UNDERLETTING

(A)   Not to underlet the whole of the demised premises otherwise than by an
      instrument in writing approved by the Landlord such approval not to be
      unreasonably withheld or delayed on the same terms and conditions as this
      Lease so far as applicable to the premises underlet:

      (i)   containing an absolute prohibition against the underlessee
            underletting, charging, parting with possession or sharing the
            occupation of the premises underlet or any part of them or assigning
            part of them;

      (ii)  at the rent which can reasonably be obtained without taking a fine
            or premium;

      (iii) containing provisions for the rent reserved by the underlease to be
            reviewed in an upwards direction only with effect from the same
            dates as the principal yearly
<PAGE>

                                       22

            rent under this Lease is liable to be reviewed and upon the same
            principles of ascertainment; and

      (iv)  containing or having endorsed upon it.

            (a)   a reference to the notice served on the undertenant in the
                  form, or substantially in the form, set out in schedule 1 to
                  the Regulatory Reform (Business Tenancies) (England and Wales)
                  Order 2003;

            (b)   a reference to the declaration or statutory declaration made
                  by the undertenant in the form, or substantially in the form,
                  set out in paragraph 7 or paragraph 8 as appropriate of
                  schedule 2 to that Order; and

            (c)   a valid agreement under section 38(A)(1) of the Landlord and
                  Tenant Act 1954 excluding sections 24 to 28 of that Act.

(B)   Subject to sub-paragraph (A), not to underlet the whole of the demised
      premises without the consent of the Landlord (such consent not to be
      unreasonably withheld or delayed) provided that for the purposes of
      section 19(1A) of the Landlord and Tenant Act 1927 the Landlord may:

      (i)   withhold its consent in circumstances where the Tenant has been
            unable to satisfy the Landlord (acting reasonably) that the intended
            underlessee is of appropriate financial standing to be able to
            comply with the covenants contained in the Underlease;

      (ii)  withhold its consent unless prior to the date of the proposed
            underletting the Tenant has paid all sums which have fallen due for
            payment under this Lease before that date and has remedied any
            outstanding breaches of the Tenant's covenants in this Lease
            provided that if there shall be a bona fide dispute as to any sum
            payable the Tenant shall discharge this condition by depositing such
            sum in an escrow account pending resolution of such dispute;

      (iii) make it a condition of its consent that the intended underlessee
            enters into direct covenants with the Landlord;

            (a)   to observe and perform the Tenant's covenants in this Lease
                  (other than as to the payment of rent) insofar as they relate
                  to the premises to be underlet;

            (b)   to pay the rents reserved by the proposed underlease and to
                  observe and perform the underlessee's covenants in such
                  underlease; and

            (c)   not to assign the premises to be underlet without the prior
                  consent of the Landlord under this Lease, such consent not to
                  be unreasonably withheld or delayed.

<PAGE>

                                       23

      (iv)  (if it is reasonable to do so) make it a condition of its consent
            that such surety or sureties as the Landlord requires covenant by
            deed directly with the Landlord as principal debtors or covenantors
            in such form as the Landlord requires:

            (a)   that the underlessee will pay the rent reserved by the
                  proposed underlease and observe and perform the underlessee's
                  covenants in the proposed underlease; and

            (b)   to pay to the Landlord all losses, costs and expenses arising
                  out of or incidental to any failure by such underlessee to
                  comply with its obligations to the Landlord from time to time.

(C)   To enforce the observance and performance of and not to vary or waive the
      covenants on the part of any underlessee or surety and the provisions for
      review of rent contained in any underlease.

(D)   Not to defer or accelerate the payment of rent under any underlease.

(E)   Not to agree any review of rent or the appointment of any expert or
      arbitrator under any underlease without the consent of the Landlord under
      this Lease such consent not to be unreasonably withheld or delayed.

2.22  REGISTRATION

      Within fourteen days after any assignment, underletting, assent, mortgage
      or charge or release or vacation of any mortgage or charge or devolution
      of or other instrument relating to the demised premises or any estate or
      interest in the demised premises however remote or inferior to give notice
      to the Landlord and produce to it for its retention a certified copy of
      the deed or instrument effecting the transaction.

2.23  INDEMNITY

      To indemnify the Landlord against:

      (i)   any tax or imposition which becomes payable either during the term
            or after its ending by reason of any act or default of the Tenant or
            any person deriving title under the Tenant or their respective
            agents, servants or licensees and which but for such act or default
            would not have been payable; and

      (ii)  all actions, costs, claims, demands and expenses arising as a result
            of any breach of the Tenant's covenants in this Lease or by reason
            of any act or default of the Tenant or any person deriving title
            under the Tenant or their respective agents, servants or licensees.

<PAGE>

                                       24

2.24  PRODUCTION OF INFORMATION

      To produce within 14 days of written demand such evidence as the Landlord
      may reasonably require to satisfy itself that the Tenant's covenants in
      this Lease have been complied with and particulars of all derivative or
      occupational rights existing in respect of the demised premises however
      remote or inferior.

2.25  INTEREST

      To pay to the Landlord if so required and without prejudice to the
      Landlord's other remedies (as well after as before any judgment) interest
      at the rate of four per centum per annum above the base rate of HSBC Bank
      Plc from time to time on any sum becoming due under this Lease (whether or
      not formally demanded) and not paid within fourteen days of its becoming
      due from the date it becomes due until the date of payment and on any sum
      due under this Lease but not accepted by the Landlord from the date of its
      becoming due until the date of acceptance (where acceptance of rent would
      prejudice any right of the Landlord).

2.26  VALUE ADDED TAX

      To pay an amount equal to all value added tax or other tax of a similar
      nature payable in respect of any sum payable under this Lease so that any
      such sum is deemed to be tax exclusive provided that the Landlord shall
      provide to the Tenant a valid VAT invoice in respect of any such sums as
      soon as reasonably practicable following receipt thereof.

2.27  MATTERS AFFECTING THE REVERSION

      Not to cause the Landlord to be in breach of the Head Lease or any
      covenants, conditions and restrictions (if any) to which any reversion
      immediately or mediately expectant on the term may be subject.

2.28  REGULATIONS

      To observe and perform and cause all persons deriving title under it and
      their respective servants, agents and licensees to observe and perform any
      reasonable rules and regulations made by the Landlord from time to time
      for the orderly and safe use of the Building and its facilities.

2.29  SURETY

      If in respect of any surety who at any time hereafter shall have
      guaranteed the obligations of the Tenant in this Lease any of the events
      specified in Clause 5 (iii) (iv) (v) or (vi) above shall occur or if such
      surety shall cease to exist then provided that such surety's obligations
      to the Landlord remain extant the Tenant for the time being shall give
      written notice to the Landlord within seven working days of any such event
      and, if so

<PAGE>

                                       25

        required in writing by the Landlord and at the expense of the Tenant,
        shall within two months after notification of the Landlord's
        requirements:-

      (A)   procure some other person, reasonably acceptable to the Landlord, to
            covenant by deed directly with the Landlord in the manner provided
            for at paragraph 2.20(B)(iv) above, or

      (B)   provide such other security for the performance of the tenant's
            obligations in this Lease as is reasonably acceptable to the
            Landlord.

<PAGE>

                                       26

                                   SCHEDULE 3

                               SURETY'S COVENANTS

3.1   PAYMENT

      The Surety in consideration of the demise contained in this Lease having
      been made at its request covenants with the Landlord that:

      (i)   the Tenant will throughout the term as well after as before any
            disclaimer of this Lease pay the rents reserved by this Lease as
            from time to time reviewed and will observe and perform the Tenant's
            covenants in this Lease;

      (ii)  in case of default or delay on the part of the Tenant the Surety
            will by way of primary obligation and not merely as a guarantor or
            as collateral to the Tenant's obligation pay to the Landlord any
            proper sum which ought to be paid and make good any breaches of the
            Tenant's covenants in this Lease including all losses, damages,
            costs and expenses arising or incurred by the Landlord; and

      (iii) the Surety will indemnify the Landlord against all proper costs
            arising from or in contemplation of the enforcement of the Surety's
            covenants in this Lease.

3.2   NEW LEASE

(A)   The Surety further covenants with the Landlord that if any event or
      default occurs rendering this Lease liable to forfeiture or disclaimer
      (and the Landlord forfeits it or it is disclaimed) the Surety or such of
      the persons for the time being comprising the Surety as the Landlord may
      choose shall upon being required so to do by the Landlord by written
      notice given at any time within 3 months of such forfeiture or disclaimer
      take up a new lease of the demised premises and deliver a duly executed
      counterpart to the Landlord upon the same terms as this Lease save that:

      (i)   the term will commence on the date of such notice and expire on the
            date the Term specified in the Lease Details is due to expire or
            would have expired but for its having already ended;

      (ii)  so far as there are outstanding breaches of the Tenant's covenants
            in this Lease, the Landlord may require without prejudice to its
            other remedies that such lease contains a covenant that they will be
            remedied promptly at the cost of the Surety to the satisfaction of
            the Landlord.

<PAGE>

                                       27

(B)   The Surety will:

      (i)   join in any consent, approval or licence required by any other
            person interested in the demised premises in connection with the
            grant of the lease; and

      (ii)  on completion of such lease indemnify the Landlord against its
            proper costs in connection with the obtaining of any such consent,
            approval or licence and the grant of the lease.

3.3   RANKING OF CLAIMS

(A)   The Surety will only be entitled to enforce its rights in respect of any
      sums it pays or liabilities it incurs under the Surety's covenants in this
      Lease or in any new lease it is required to take up under this schedule
      after the Surety's obligations under all such covenants have been
      observed, performed and discharged in full and the Surety shall not:

      (i)   seek to recover from the Tenant or any third party whether directly
            or by way of set-off, lien, counter-claim or otherwise or accept any
            money or other property or security or exercise any rights in
            respect of any sum which may be or become due to the Surety on
            account of failure by the Tenant to observe, perform or discharge
            the Tenant's covenants in this Lease;

      (ii)  claim, prove for or accept any payment in any composition by or
            winding up or liquidation of the Tenant or any third party in
            competition with the Landlord for any amount owing to the Surety on
            any account; and

      (iii) exercise any right or remedy in respect of any amount paid by the
            Surety under the Surety's covenants in this Lease.

(B)   The Surety warrants to the Landlord that it has not taken and will not
      take any security from the Tenant or any third party in connection with
      the Surety's covenants in this Lease or in any new lease it is required to
      take up under this schedule and any such security so taken shall be held
      in trust for the Landlord as security for the respective liabilities of
      the Surety and the Tenant.

3.4   SOLE OR PRINCIPAL DEBTOR

      Without prejudice to the rights of the Landlord against the Tenant as
      principal the Surety as a separate and independent stipulation agrees that
      any liability mentioned in this schedule which may not be recoverable on
      the footing of a guarantee whether by reason of any legal limitation,
      disability or incapacity on or of the Tenant or any other fact or
      circumstance and whether known to the Landlord or not will nevertheless be
      recoverable from the Surety as though it had been incurred by the Surety
      and the Surety was the

<PAGE>

                                       28

      sole or principal debtor in respect of it and will be paid by the Surety
      on demand together with interest (as well after as before any judgment) at
      the rate of four per centum per annum above the base rate of HSBC Bank Plc
      from time to time from the date of demand until payment.

3.5   IMMEDIATE RECOURSE

      The provisions of this schedule are in addition to and not in substitution
      for any other rights which the Landlord may have and may be enforced
      against the Surety whether or not recourse has been had to any such rights
      and whether or not any steps or proceedings have been taken against the
      Tenant.

3.6   OBLIGATIONS TO SUBSIST

      The rights of the Landlord and the obligations of the Surety will continue
      to subsist notwithstanding:

      (i)         the neglect or forbearance of the Landlord in endeavouring to
                  obtain payment of the rents reserved by this Lease or
                  enforcing the observance and performance of the Tenant's
                  covenants in this Lease whether from or by the Tenant, the
                  Surety or any other person;

      (ii)        any time which may be given by the Landlord for the payment of
                  the rents reserved by this Lease or the observance and
                  performance of the Tenant's covenants in this Lease whether
                  from or by the Tenant, the Surety or any other person;

      (iii)       the demand or acceptance of sums at a time when the Landlord
                  has notice of a breach of the Tenant's covenants in this
                  Lease;

      (iv)        the refusal by the Landlord to accept rent tendered by or on
                  behalf of the Tenant, the Surety or any other person;

      (v)         the grant of any licence, consent or approval by the Landlord;

      (vi)        any variation of this Lease agreed between the Landlord and
                  the Tenant for the time being;

      (vii)       the disposition of the Landlord's reversion or any part of it
                  or any disposition of the demised premises by the Tenant;

      (viii)      the release of any one or more persons for the time being
                  constituting the Tenant or the Surety; or

      (ix)        any other act omission, matter or thing by which (but for this
                  provision) the Tenant or the Surety would be exonerated either
                  wholly or in part from its

<PAGE>

                                       29

                  obligations to the Landlord other than a release under seal
                  given by the Landlord.

3.7   SUPPLEMENTAL

      If so required by the Landlord the Surety will join in any instrument made
      under or supplemental to this deed for the purpose of acknowledging it is
      bound by it and that the obligations in this schedule extend to it.

3.8   STATUTORY AVOIDANCE

      No assurance, security or payment which may be avoided under any Statute
      nor any release, settlement or discharge of the Surety which may have been
      given or made on the faith of any such assurance, security or payment
      shall prejudice or affect the right of the Landlord to recover from the
      Surety to the full extent of this schedule as if such release, settlement
      or discharge had not occurred.

<PAGE>

                                       30

                                   SCHEDULE 4

                                   RENT REVIEW

4.1   RENT REVIEW

      With effect from the review date, the principal yearly rent payable by the
      Tenant shall be which ever is the greater of:

      (i)   the principal yearly rent payable immediately before the review
            date; and

      (ii)  the open market rental value at the review date.

4.2   REFERRAL OF DISPUTES

      The Landlord and the Tenant shall endeavour to agree the open market
      rental value as at the review date but if it has not been agreed by the
      day three months before the review date the question may be referred by
      the Landlord or the Tenant to the determination of a referee acting as an
      arbitrator pursuant to the Arbitration Act 1996.

4.3   REFEREE

(A)   The referee (who is to have substantial recent experience of the valuation
      and letting of property such as the demised premises and in their
      vicinity) may be agreed on by the Landlord and the Tenant or if not agreed
      on by them within two weeks from the nomination in writing of a referee by
      one party to the other is to be appointed on the application of either
      party by the President for the time being of the Royal Institution of
      Chartered Surveyors.

(B)   If the referee relinquishes his appointment or dies or if it becomes
      apparent that he will be unable or unwilling to complete his duties the
      Landlord and the Tenant may agree upon or either of them may apply to the
      President for a substitute in his place which procedure may be repeated as
      many times as necessary.

(C)   If the President is unable or unwilling to make an appointment at the time
      of application the appointment may be made by the Vice-President or next
      senior officer of the Institution then able and willing to make it or if
      no such officer is available by such officer of such professional body as
      the Landlord reasonably designates.

(D)   The referee shall give reasons for his award and may provide for the
      manner in which the costs of the determination are to be borne and for the
      payment of costs by one party to the other.

(E)   If either the Landlord or the Tenant fails to pay the fees and expenses of
      the referee payable by it within seven days of demand the other party may
      pay them and the amount so paid shall be repaid by the party chargeable on
      demand.

<PAGE>

                                       31

4.4   INTERIM PERIOD

(A)   In respect of the period beginning with the review date and ending on the
      day preceding such one of the quarter days as immediately follows the date
      on which the increased rent is ascertained the principal yearly rent will
      continue to be paid at the yearly rate payable immediately before the
      review date.

(B)   At the expiration of the period, the Tenant shall pay to the Landlord a
      sum equal to the aggregate of:

      (i)   the amount (if any) by which the increased rent for the period
            exceeds the rent paid for the period; and

      (ii)  interest at the rate of the base rate of HSBC Bank Plc on the
            difference between the increased rent for the period and the rent
            paid for the period calculated from the relevant review date until
            the actual payment of such difference (as well after as before any
            judgment).

4.5   RENT REVIEW MEMORANDUM

      For information and record purposes only, once the increased rent (if any)
      has from time to time been ascertained the Landlord and the Tenant shall
      execute a memorandum in duplicate specifying such rent which shall be
      prepared by the Landlord's solicitors and attached to the original and
      counterpart of this Lease.

4.6   RESTRICTIONS ON PAYMENT

      If the Landlord is restricted, prevented or constrained by any limitation
      (which expression in this paragraph includes any Statute, public policy or
      imposition by any means whatsoever (whether legally binding or not) of
      control over rents) from obtaining, demanding or accepting from the Tenant
      or the Tenant is similarly restricted, prevented or constrained from
      paying to the Landlord the full rent for the time being reserved by this
      Lease the Tenant shall pay rent at the highest level from time to time
      recoverable and the monies passing under this Lease by way of rent are to
      be increased by such amounts and at such times as may be permitted until
      such full rent passes and the Landlord will not be prevented from
      requiring a revision of rent in accordance with this Lease on the ground
      that the revised rent or any previous revised rent will not or has not yet
      become payable in full.

4.7   RESTRICTIONS ON REVIEW

      If the Landlord is similarly restricted, prevented or constrained from
      requiring a revision of the principal yearly rent in accordance with this
      schedule then the Landlord may after each modification, removal or
      relaxation on giving notice to the Tenant introduce an intermediate review
      date and the principal yearly rent payable by the Tenant with effect

<PAGE>

                                       32

      from the intermediate review date to the next succeeding review date will
      be whichever is the greater of:

      (i)   the principal yearly rent payable immediately before the
            intermediate review date; and

      (ii)  the open market rental value at the intermediate review date

      to the intent that this schedule shall apply (mutatis mutandis) as though
      the intermediate review date were a Review Date specified in the Lease
      Details.

4.8   TIME NOT OF THE ESSENCE

      Time is not of the essence for the purpose of this schedule.

<PAGE>

                                       33

                                   SCHEDULE 5

                              INSURANCE PROVISIONS

5.1   INSURANCE PARTICULARS

(A)   The Landlord covenants with the Tenant to supply to the Tenant annually
      and on the occasion of any material change a summary of the insurance
      effected under the Head Lease sufficient to enable the Tenant to know the
      extent of the cover provided and the sums insured and any exclusions,
      excesses, conditions or limitations.

(B)   The Landlord shall not be obliged to insure any fixtures or fittings which
      may be installed by the Tenant (whether landlord's or tenant's fixtures
      and fittings).

5.2   TENANT'S OBLIGATIONS

      The Tenant covenants with the Landlord:

      (i)   not knowingly to do or bring or keep in the Building anything which
            might increase the risk of damage by any of the insured risks;

      (ii)  not knowingly to do anything to cause the insurance effected on the
            Building to become void or voidable or the premium to be increased;

      (iii) to comply with the requirements or reasonable recommendations of the
            insurers of the Building and the local fire officer;

      (iv)  if the demised premises or any other part of the Building is damaged
            or destroyed by any risk insured against by the Head Landlord and
            the policy of insurance in respect of it is vitiated, avoided or
            forfeited or the payment of the policy monies or any part of them is
            refused or withheld by reason of the act or default of the Tenant or
            any person deriving title under the Tenant or their respective
            agents, servants or licensees then and in every such case to pay to
            the Landlord on the date when the policy monies would otherwise have
            been paid an amount equal to the sum so refused or withheld;

      (v)   not knowingly to insure the demised premises against any risks which
            are from time to time insured against by the Head Landlord and to
            hold any monies received from any policy effected in breach of this
            paragraph upon trust for the Landlord; and

5.3   CESSER OF RENT

(A)   If the whole or any part of the Building is damaged by any of the insured
      risks so as to render the demised premises unfit for occupation and use
      and the insurance effected by the Head Landlord is not vitiated, avoided
      or forfeited or the payment of the insurance

<PAGE>

                                       34

      proceeds or of any part of them refused or withheld by reason of any act
      or default of the Tenant or any person deriving title under the Tenant or
      their respective agents, servants or licensees then the rents hereby
      reserved or a fair proportion of them according to the nature and extent
      of the damage sustained will be suspended until the demised premises are
      again fit for occupation and use.

(B)   Any dispute arising under sub-paragraph (A) is to be determined by a
      single arbitrator in accordance with Arbitration Act 1996.

5.4   TERMINATION

      If the Head Landlord is unable or unwilling to rebuild or reinstate the
      demised premises after loss or damage by an insured risk and within
      thirty-six months of the happening of the loss or damage so notifies the
      Tenant in writing the Head Landlord's obligation in that respect and this
      Lease will determine and the Head Landlord will be entitled to retain the
      whole of the insurance moneys without prejudice to any further right or
      remedy of any party hereto.

5.5   INSURANCE RENT

      The Landlord covenants to pay the insurance rent reserved by clause 2 (iv)
      of the Head Lease.

<PAGE>

                                       35

                                   SCHEDULE 6

                               FURTHER PROVISIONS

6.1   LICENCES TO BE OBTAINED

(A)   Any licence, consent or approval required from the Landlord under this
      Lease is to be obtained before the act or event to which it applies is
      carried out or done and is effective only when given in writing.

(B)   Whether or not it says so expressly any such licence, consent or approval
      is conditional on the Tenant obtaining all requisite licences, consents,
      permissions or approvals from the relevant government department, local
      authority or other competent authorities and from the insurers and any
      other person interested in the demised premises.

6.2   NO IMPLIED WARRANTY

      Nothing contained or implied in this Lease or in any such licence, consent
      or approval is to be taken to be a covenant, warranty or representation by
      the Landlord or its agents that the demised premises can be or are fit to
      be used for the Permitted Use or any other purpose or that any alteration
      or addition or change of use which the Tenant may intend to carry out will
      not require the approval of the relevant government department, local
      authority or other competent authority or the insurers or any other person
      interested in the demised premises.

6.3   UNWANTED PROPERTY

      If after the ending of the term any property remains on the demised
      premises the Landlord may either in so far as the same is annexed to the
      demised premises treat it as having reverted to the Landlord or as the
      agent of the Tenant (and the Landlord is appointed by the Tenant to act in
      that behalf) remove, store, and sell such property and then hold the
      proceeds of sale after deducting the costs and expenses of removal,
      storage and sale incurred by it to the order of the Tenant provided that
      the Tenant shall indemnify the Landlord against liability incurred by it
      to any third party whose property is dealt with by the Landlord.

6.4   NO IMPLIED EASEMENTS

      This Lease does not confer upon or include by implication or otherwise in
      favour of the Tenant any right, privilege, estate or interest not
      expressly set out in, through, over or upon any other part of the Building
      or any land or premises adjoining or near to the Building or the air space
      over it.

<PAGE>

                                       36

6.5   COSTS

      Costs payable to the Landlord or against which the Landlord is entitled to
      be indemnified include but are not limited to all solicitors', surveyors',
      architects' and other fees, disbursements and irrecoverable value added
      tax and other expenditure incurred by the Landlord on its own account or
      by the insurers or any other person interested in the demised premises.

6.6   ADJOINING PROPERTY

      Nothing contained or implied in this Lease imposes or is to be deemed to
      impose any restriction on the use of any other part of the Building or any
      adjoining or neighbouring property or give the Tenant the benefit of or
      the right to enforce or to have enforced or to prevent the release or
      modification of any covenant, agreement or condition or to prevent or
      restrict its development.

6.7   INTEREST RATES

      If it ceases to be practicable to determine interest rates by reference to
      the base rate of HSBC Bank Plc the Landlord may specify a reasonable
      alternative.

6.8   COMPENSATION

      The Tenant will not be or become entitled to any compensation under
      section 37 or 59 of the Landlord and Tenant Act 1954 unless the conditions
      set out in section 38(2) of that Act are satisfied in relation to the
      tenant claiming compensation.

6.9   NOTICES

      Any notice, request, demand or other instrument under this Lease shall be
      in writing and may be served either in accordance with section 23 of the
      Landlord and Tenant Act 1927 or, in the case of service on a person who is
      for the time being the Tenant or any surety for the Tenant by sending it
      by first class letter post addressed to that person at the demised
      premises.

6.10  POWER TO DEAL WITH NEIGHBOURING LAND

      Notwithstanding anything contained in this Lease other than in Part 1 of
      Schedule 1 the Head Landlord and the Landlord and all persons authorised
      by either of them shall have power without obtaining any consent from or
      making any compensation to the Tenant to deal as it or they may think fit
      with the adjoining property or any of the lands buildings or parts of
      buildings and hereditaments adjacent adjoining or near to the demised
      premises or any part thereof and to erect or suffer to be erected thereon
      or on any part thereof any buildings whatsoever and to make any
      alterations or additions and carry out any demolition or rebuilding
      whatsoever which it or they may think fit or desire to do to such land or
      buildings of any part or parts thereof and without prejudice to the
      generality of the
<PAGE>

                                       37

foregoing whether such buildings alterations or additions shall or shall not
affect or diminish the light or air which may now or at any time during the term
be enjoyed by the Tenant or the tenants or occupiers of the demised premises.

<PAGE>

                                       38

                                   SCHEDULE 7

                            SERVICE CHARGE PROVISIONS

                                     PART 1

7.1   INTERPRETATION

(A)   In this schedule, except where the context otherwise requires:

      "THE DUE PROPORTION" means the property attributed share of the total
      costs attributable to the demised premises by the Landlord acting
      reasonably;

      "SERVICE CHARGE PERIOD" means the period of twelve months ending on and
      including 31st December in each year or such other period as the Landlord
      may reasonably determine from time to time;

      "THE SERVICE CHARGE RENT" means the due proportion for the service charge
      period concerned as appearing from the summary submitted in accordance
      with this schedule; and

      "THE TOTAL COSTS" means the aggregate of the costs and expenses properly
      incurred by the Landlord in:

      (i)   complying with its obligations under the Head Lease (other than as
            to the payment of the principal yearly rent thereunder);

      (ii)  meeting the proper cost of valuations of the Building for insurance
            purposes (no more frequently than once a year);

      (iii) meeting the excess on the policy of insurance in respect of the
            Building in case of damage by an insured risk;

      (iv)  providing the services specified in Parts 2 and 3 of this schedule;

      (v)   engaging managing agents for the Building;

      (vi)  engaging independent accountants to audit the total costs and to
            provide other accounting services in connection with the calculation
            and collection of the service charge;

      (vii) in the event the Head Lease comes to an end (howsoever caused),
            performing the like obligations as those of the Head Landlord under
            Schedule 6 ("Insurance Provisions") thereof subject to the like
            terms and conditions; and

<PAGE>

                                       39

      (viii) providing and supplying such other services or facilities, making
             such other payments or carrying out such other repairs and works
             (including the provision or replacement of plant and machinery) as
             in the reasonable opinion of the Landlord may be necessary or
             expedient to maintain the Building to a high standard and may be
             for the benefit of the Tenant or occupiers of the Building

      and defraying incidental and associated costs, charges and overheads.

(B)   In calculating the due proportion the Landlord may (acting reasonably)
      apply the same or different percentages to constituent elements of the
      total costs.

7.2   PAYMENT OF THE SERVICE CHARGE RENT

(A)   The Tenant shall pay to the Landlord the service charge rent for each
      service charge period beginning or ending during the term.

(B)   The Tenant shall make payments on account of the service charge rent in
      advance on the usual quarter days in each year of such amounts as the
      Landlord may reasonably require.

(C)   After the Landlord has submitted the summary of the total costs for a
      service charge period in accordance with this schedule, if the aggregate
      of the on account payments made by the Tenant differs from the service
      charge rent for the service charge period concerned then any shortfall
      shall be paid to the Landlord within fourteen days of written demand and
      any over-payment shall either be allowed to the Tenant against the next on
      account payment due under this schedule or, after the ending of the term
      and subject to the settlement of any outstanding sums due to the Landlord
      under this Lease, returned to the Tenant.

(D)   If so required, the Tenant will within 21 days of written demand
      re-imburse to the Landlord the due proportion of any heavy or unusual
      expenditure forming part of the total costs.

(E)   Save as specifically provided in this paragraph, the Tenant will not be
      entitled to the repayment of any amounts paid by it or by any other tenant
      or occupier of the Building by way of or on account of the service charge
      rent whether such amounts have been applied to a sinking fund or a reserve
      fund.

(F)   For the purpose of any apportionment in respect of a period shorter than a
      service charge period, the service charge rent for the service charge
      period concerned will be deemed to accrue on a daily basis.

(G)   Notwithstanding the ending of the term, this paragraph will continue to
      apply in respect of the then current and any earlier service charge
      periods.

<PAGE>

                                       40

7.3   SUMMARY OF THE TOTAL COSTS

(A)   As soon as practicable after the end of each service charge period, the
      Landlord shall submit to the Tenant a summary of the total costs for such
      period audited by an independent accountant.

(B)   At any time within two months from the date such summary is submitted, the
      Tenant may after reasonable prior notice have access to the accounts,
      invoices and other materials from which such summary is derived and be
      provided with copies.

7.4   FURTHER COSTS

      The Landlord may include in the total costs for any service charge period:

      (i)   any item of the total costs for an earlier service charge period
            beginning or ending during the term and not recovered in full from
            the tenants and occupiers of the Building;

      (ii)  interest at two percent per annum above the base lending rate of
            National Westminster Bank Plc from time to time from the date of
            expenditure until the date of recovery on any item of the total
            costs met by the Landlord from its own resources whether because of
            an insufficiency of service charges received from the tenants and
            occupiers of the Building or otherwise;

      (iii) any tax assessed upon the Landlord during such period in respect of
            sums received from the tenants or occupiers of the Building by way
            of or on account of the service charge rent; and

      (iv)  a reasonable fee for managing the Building insofar as managing
            agents are not engaged.

7.5   SINKING FUND AND RESERVE FUND

(A)   The Landlord may include in the total costs for any service charge period
      an amount which the Landlord reasonably determines from time to time as
      appropriate to build up and maintain a sinking fund and a reserve fund in
      accordance with the principles of good estate management.

(B)   Such a sinking fund may be established and maintained to provide for the
      renewal and replacement of lifts, boilers, plant, machinery and equipment
      in or upon the Building.

(C)   Such a reserve fund may be established and maintained to cover prospective
      and contingent costs of carrying out repairs, decorations, maintenance and
      renewals and of complying with all Statutes and the requirements or
      directions of any government department, local authority or other
      competent authority relating to the use, occupation or enjoyment of the
      Building.

<PAGE>

                                       41

7.6   DEPOSIT ACCOUNT

(A)   The Landlord shall keep the sums paid by the tenants and occupiers of the
      Building by way of service charge rent in a separate, interest earning,
      deposit account until and save to the extent that they may be required for
      the purposes provided for in this schedule.

(B)   Interest on the amounts standing to the credit of the account shall be
      credited to the account net of any tax payable in respect of such
      interest.

(C)   Until actual disbursement, such amounts shall be held by the Landlord for
      the benefit of the tenants and occupiers of the Building as a class.

(D)   Upon any transfer of the reversion immediately expectant on the ending of
      the term, the Landlord may retain out of such account an amount sufficient
      to discharge any costs and expenses properly incurred by the Landlord but
      remaining outstanding.

(E)   The receipt of the Landlord's successor to the reversion shall be a good
      receipt for the Landlord and relieve the Landlord from any liability as to
      the future application of amounts handed over.

7.7   LANDLORD'S PROTECTION PROVISIONS

      The Tenant may not object to the total costs or any item comprised in them
      or otherwise on the ground that:

      (i)   an item of the total costs included at a proper cost might have been
            provided or performed at a lower cost;

      (ii)  an item of the total costs fails to comply with an estimate which
            was given;

      (iii) an item of the total costs includes an element of betterment or
            improvement of the Building, its services or its amenities;

      (iv)  the Tenant disagrees with any estimate of future expenditure for
            which the Landlord requires to make provision so long as the
            Landlord has acted reasonably and in good faith; or

      (v)   the Tenant disagrees with the Landlord's exercise of any discretion
            reserved to it so long as a reasonable landlord could have reached
            the conclusion that the Landlord has.

7.8   TENANT'S PROTECTION PROVISIONS

(A)   The relevant proportion of the total costs is not to be increased or
      altered by reason only that at any relevant time any part of the Building
      is vacant or is occupied by the Landlord

<PAGE>

                                       42

      or because any other tenant or occupier of the Building defaults in the
      payment of its due proportion of the total costs.

(B)   The total costs are not to include any liability or expense for which any
      tenant or occupier of the Building is responsible under the terms of the
      lease, tenancy or other arrangement under which it uses or occupies the
      Building.

7.9   LANDLORD'S OBLIGATION TO PROVIDE SERVICES

(A)   The Landlord shall provide the services specified in Part 2 of this
      schedule and may provide the services specified in Part 3 of this
      schedule.

(B)   The Landlord is not to be liable for any failure to provide such services
      to the extent that the Landlord is prevented from doing so by an insured
      risk or other peril, accident, strike, shortage of materials or power or
      other cause or circumstance beyond the Landlord's control.

(C)   The Landlord is not to be under any obligation to continue to provide the
      services specified in Part 3 of this schedule and may in its absolute
      discretion discontinue, suspend, vary, extend, alter or add to such
      services if the Landlord considers that by doing so the Building, its
      services or amenities may be improved or the management of the Building
      may be more efficiently conducted.

<PAGE>

                                       43

                                     PART 2

1.    The repair, decoration, maintenance, renewal, rebuilding, cleaning and
      upkeep of the structure, floor slabs, main walls, vaults, foundations,
      exterior and roof of the Building.

2.    The cleaning, lighting, decoration, repair and maintenance of the common
      parts of the Building (including any W.C. facilities intended for the use
      of more than one tenant of the Building), emergency and external lighting,
      and the external surface of the entrance doors to the premises let or
      intended to be let to tenants.

3.    The cleaning of the exterior of the windows in the Building and the
      interior of the windows in the common parts of the Building.

4.    The repair, maintenance, renewal and replacement of all roads, paths,
      pavements, conduits and other conveniences including the car park and
      access ramp to the car park used or capable of being used by the owner or
      occupier of the demised premises in common with others other than those
      which are the responsibility of the Tenant or any other tenant or occupier
      of the Building.

5.    The provision during normal business hours of mechanical ventilation and
      heating and cooling and of hot water to the hot water taps in the
      Building.

6.    The repair, maintenance, renewal, replacement and testing of the chillers
      and boilers and of all conduits, plant and equipment for or in connection
      with the supply of heating and cooling and hot and cold water.

7.    The repair, maintenance, renewal and replacement of the lifts and of all
      plant and equipment for or in connection with the working and operation of
      the lifts.

8.    The effecting of engineering equipment insurance in respect of the
      mechanical and electrical equipment in or about the Building.

9.    The payment of rates, taxes or other outgoings in respect of the common
      parts of the Building.

10.   The provision, repair, maintenance and renewal of fire alarm systems and
      fire extinguishing equipment throughout the Building.

11.   The carrying out of fire, health and safety and disability audits.

12.   The carrying out in accordance with the directions of the insurers such
      works to any part of the Building as may be required or reasonably
      recommended by them.

13.   The compliance with the requirements of any Statutes whether now in
      existence or hereafter to be made in respect of the Building or the use
      thereof.

<PAGE>

                                       44

                                     PART 3

1.    The employment of staff or outside agencies for the maintenance and upkeep
      of and the provision of services in the Building.

2.    The provision of uniforms, overalls and protective clothing for staff
      required in connection with their duties.

3.    The provision of living accommodation for staff and the payment of all
      rates, taxes and other outgoings in respect of such accommodation.

4.    The provision of arrangements for the safety and security of the Building
      including the installation, repair, maintenance, renewal and replacement
      of a closed circuit television system and the cost of pest control
      services.

5.    The provision, maintenance, renewal and replacement of planting in the
      common parts of the Building.

6.    The carpeting and furnishing of the common parts of the Building.

7.    The provision, repair, maintenance, renewal and improvement of any
      public address systems and sprinkler equipment through the Building.

<PAGE>

                                       45

                                   SCHEDULE 8

                               DEEDS AND DOCUMENTS

<TABLE>
<CAPTION>
DATE                DOCUMENT                 PARTIES
<S>                 <C>                      <C>
30.12.1950          Conveyance               The Trustees of the Welsh Wesleyan Methodist Chapel, City Road (1) The Church
                                             Commissioners for England (2)

25.03.1960          Conveyance               The Church Commissioners for England (1) Leigh Commercial Developments Limited (2)

25.03.1960          Transfer                 The Church Commissioners for England (1) Leigh Commercial Developments Limited (2)

18.04.1962          Transformer              Leigh Commercial Developments Limited (1) The London Electricity Board (2)
                    Chamber Lease

02.08.1965          Transfer                 Leigh Commercial Developments Limited (1) Kennedy Leigh Commercial Properties Limited
                                             (2) Leigh Industrial Developments Limited (3) Kennedy Leigh (Holdings) Limited (4)
                                             Leigh London & Provincial Properties Limited (5) The British Newburn Company Limited
                                             (6) Commerce & Industry House Limited (7) The Norwich Union Life Insurance Society (8)

18.11.1966          Agreement as to          The Trustees of Wesley's Chapel (1) The Norwich Union Life Insurance Society (2) The
                    Rights of Light          Minister of Public Building and Works (3)

13.01.1987          Agreement                Norwich Union Life Insurance Society (1) The Secretary of State for the Environment
                                             (2) Trustees for Methodist Church Purposes (3)

08.09.1988          Section 52               The London Borough of Islington (1) The Norwich Union Life Insurance Society (2)
                    Agreement

22.10.1999          Section 106              The London Borough of Islington (1) Colebrook Estates Limited (2)
                    Agreement
</TABLE>

<PAGE>

                                       46

The common seal of                          )
DERWENT VALLEY LONDON LIMITED               )
was hereunto affixed in the                 )
presence of:                                )

                                Director

                                Secretary

The common seal of                          )
PENSON FINANCIAL SERVICES                   )
LIMITED                                     )
was hereunto affixed in the                 )
presence of:                                )

                                Director

                                Secretary

Executed as a deed by                       )
PENSION WORLDWIDE, INC                      )
acting by Dan Son                           )
                                            )
                                            )

The common seal of                          )
DERWENT VALLEY CENTRAL LIMITED              )
was hereunto affixed in the                 )
presence of:                                )

                                Director

                                Secretary

<PAGE>

                                 LEASE DETAILS

DATE                 :                       2005.

LANDLORD             :      DERWENT VALLEY LONDON LIMITED (registered in
                            England number 229333) whose registered office is at
                            25 Savile Row, London W1S 2ER.

TENANT               :      PENSON FINANCIAL SERVICES LIMITED (registered in
                            England number 02331085) whose registered office is
                            at One Oliver's Yard, City Road, London EC1Y 1HQ.

SURETY                      PENSON WORLDWIDE, INC of 1700 Pacific Avenue, Suite
                            1400 Dallas TX 752021.

HEAD LANDLORD        :      DERWENT VALLEY CENTRAL LIMITED (registered in
                            England no 205226) whose registered office is at 25
                            Savile Row, London W1S 2ER.

PREMISES             :      Part Second Floor of 1 Oliver's Yard, London EC2,
                            shown edged red on Plan 1 annexed hereto.

TERM                 :      commencing on and including     up to and including
                            23rd June 2014.

BREAK DATE                  23rd June 2009.

YEARLY RENT          :      Fifty Eight Thousand Six Hundred and Eighty-Eight
                            pounds ((pound)58,688) per annum exclusive.

RENT                 :      11 August 2005
COMMENCEMENT
DATE

REVIEW DATE          :      24th June 2009

PERMITTED USE        :      Offices within Class B1 (a) of the Schedule to the
                            Town and Country Planning (Use Clauses) Order 1987.

<PAGE>

                        DATED                       2005

                          DERWENT VALLEY LONDON LIMITED

                                       AND

                       PENSON FINANCIAL SERVICES LIMITED

                                       AND

                              PENSON WORLDWIDE INC

                                       AND

                         DERWENT VALLEY CENTRAL LIMITED

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

                                     LEASE

                              OF PART SECOND FLOOR,
                         OF 1 OLIVER'S YARD, LONDON EC2

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

           TERM:  FROM         UP TO AND INCLUDING 23RD JUNE 2014
           (WITH TENANT'S RIGHT TO BREAK ON 23RD JUNE 2009)

           RENT: (pound)58,688 PER ANNUM EXCLUSIVE (SUBJECT TO REVIEW)

                                SLAUGHTER AND MAY
                                ONE BUNHILL ROW
                                     EC1Y8YY
                              TEL NO: 020 7600 1200
                              FAX NO: 020 7090 5000
                                  REF: DJB/RXYS
                               PR043230086 (26224)

<PAGE>

THIS LICENCE is made the                               day of
Two thousand and Five

BETWEEN:

1.    DERWENT VALLEY LONDON LIMITED (registered in England number 229333) whose
      registered office is at 25 Savile Row, London W1S 2ER;

2.    PENSON FINANCIAL SERVICES LIMITED (registered in England number 02331085)
      whose registered office is at 1 Oliver's Yard, City Road, London EC1Y 1HQ;

3.    PENSON WORLDWIDE, INC of 1700 Pacific Avenue, Suite 1400, Dallas TX 75021;

AND

4.    DERWENT VALLEY CENTRAL LIMITED (registered in England number 205226) whose
      registered office is at 25 Savile Row, London W1S 2ER.

THIS DEED WITNESSES as follows:

1.    GENERAL

1.1   In this deed, except where the context otherwise requires, the following
      words and expressions have the following meanings:

      "THE BUILDING" means 1 Oliver's Yard, London EC2 as more particularly
      described in the Lease;

      "THE CONSENTS" means all requisite licences, consents, permissions and
      approvals from the relevant planning and other competent authorities;

      "THE DEMISED PREMISES" means part second floor, One Oliver's Yard, London
      EC2 as more particularly described in the Lease;

      "THE HEAD LANDLORD" means the fourth named party to this deed;

      "THE LANDLORD" means the first named party to this deed and includes the
      person for the time being entitled to the reversion immediately expectant
      on the determination of the term;

      "THE LEASE" means a lease dated             and made between the parties
      to this deed and any consent, licence, approval or other instrument made
      under or supplemental to it whether varying it or not and made before the
      date of this deed;

      "THE PLANNING ACTS" means the Town and Country Planning Act 1990, the
      Planning (Listed Buildings and Conservation Areas) Act 1990, the Planning
      (Consequential Provisions) Act 1990 and the Planning and Compensation Act
      1991;

<PAGE>

                                        2

      "THE REGULATIONS" means the Construction (Design and Management)
      Regulations 1994;

      "THE SPECIFICATION" means the plans detailed in the schedule, copies of
      which are annexed;

      "THE SURETY" means the third named party to this deed;

      "THE TENANT" means the second named party to this deed and includes its
      successors in title and assigns;

      "THE TERM" means the term of years granted by the Lease; and

      "THE WORKS" means the alterations to the demised premises described in the
      Specification and includes the reinstatement referred to in this deed.

1.2   Any amounts payable by the Tenant under this deed shall be recoverable as
      arrears of rent under the Lease.

1.3   The condition for re-entry in the Lease shall be exercisable on any breach
      of any covenant in this deed as well as on the happening of any of the
      events referred to in the Lease.

1.4   This deed is supplemental to the Lease.

1.5   In this deed, unless otherwise specified:

      (A)   a reference to any statute or statutory provision shall be construed
            as a reference to it as it may have been or may in the future be
            amended, modified or re-enacted and to any statutory instrument,
            order, byelaw or other provision that may have been or may in the
            future be made under it;

      (B)   where a party consists of two or more persons the obligations of
            such persons shall be joint and several;

      (C)   nothing in this deed shall release or in any way lessen the
            liability of any person to the Landlord in respect of the covenants
            and conditions in the Lease or constitute a waiver of any
            outstanding breach;

      (D)   nothing in this deed permits any action not permitted expressly; and

      (E)   headings to clauses are for convenience only and do not affect the
            interpretation of this deed.

2.    WORKS

      The Landlord grants licence for the carrying out of the Works.

<PAGE>

                                        3

3.    PRIOR TO COMMENCEMENT

      The Tenant covenants with the Landlord not to commence the Works before:

      (A)   the Consents for the Works have been obtained; and

      (B)   the Landlord has been notified in writing of the commencement of the
            Works.

4.    COVENANTS RELATING TO THE WORKS

      The Tenant covenants with the Landlord:

      (A)   to comply with the Consents for the Works;

      (B)   to comply with every enactment (which expression in this sub-clause
            includes any and every statute now or for the time being in force
            and every order, regulation, byelaw or direction made or issued
            under or in pursuance of any such statute) and every provision,
            requirement or direction of any governmental, local or other
            competent authority relating to the Works;

      (C)   not to carry out the Works otherwise than in a good and workmanlike
            manner with suitable materials of good quality and in accordance
            with the Specification to the reasonable satisfaction of the
            Landlord;

      (D)   to allow the Landlord to inspect and test the Works whilst they are
            progressing and after their completion;

      (E)   to carry out the Works with the least possible inconvenience or
            annoyance to the Landlord and any owners or occupiers of adjoining
            or neighbouring premises and to make good forthwith all damage
            arising out of or incidental to the Works;

      (F)   to permit the Landlord and all persons authorised by the Landlord
            (but without prejudice to the right of re-entry contained in the
            Lease) to enter upon the demised premises to remedy any breaches of
            the covenants contained in this deed of which written notice is
            given by the Landlord and to pay the proper costs incurred by the
            Landlord in so doing on demand;

      (G)   to produce on demand such evidence as the Landlord may reasonably
            require to satisfy itself that the covenants contained in this deed
            have been complied with; and

      (H)   on completion of the Works to supply to the Landlord two copies of
            as-built drawings showing the completed Works and a copy of the
            operation and maintenance instructions necessary for the safe and
            efficient operation and maintenance of any plant comprised in the
            Works.
<PAGE>

                                       4

5.    REGULATIONS

      The Tenant covenants with the Landlord to the extent the Regulations apply
      to the Works:

      (A)   to observe and perform and to ensure that the contractors carrying
            out the Works and the architects, engineers or other persons engaged
            in connection with the Works observe and perform their respective
            obligations under the Regulations;

      (B)   to advise the Landlord of the identity of the appointed planning
            supervisor;

      (C)   to advise the Landlord of the identity of the appointed principal
            contractor;

      (D)   to provide the Landlord with a copy of the health and safety plan
            and any amendments or additions made to it;

      (E)   on completion of the Works to deliver to the Landlord a copy of the
            completed and updated health and safety file and on the expiration
            or sooner determination of the Lease the original health and safety
            file;

      (F)   on an assignment of the Lease, to deliver to the assignee the
            completed and updated health and safety file; and

      (G)   to provide to the Landlord a copy of the declaration made under
            Regulation 4 and any other declaration made or notice given or
            received under the Regulations in connection with the Works.

6.    REINSTATEMENT

      The Tenant covenants with the Landlord to dismantle and remove the Works
      and in a good and workmanlike manner reinstate and make good the demised
      premises and the Building and restore the same to the state and condition
      in which they were prior to the commencement of the Works to the
      reasonable satisfaction of the Landlord:

      (A)   on demand if in the reasonable opinion of the Landlord such
            reinstatement is required to remedy or prevent damage to the demised
            premises or to any adjoining or neighbouring premises;

      (B)   on demand if any of the Consents for the Works is withdrawn or
            lapses;

      (C)   on demand upon the licence contained in this deed becoming void; and

      (D)   during the period of six months immediately preceding the expiration
            or sooner determination of the term unless released by the Landlord
            in writing from compliance with this obligation.

<PAGE>
                                       5

7.    COSTS AND EXPENSES

      The Tenant covenants with the Landlord throughout the term:

      (A)   to pay and satisfy any charge or levy imposed under the Planning
            Acts in respect of the carrying out of the Works;

      (B)   to indemnify and keep indemnified the Landlord from and against all
            actions, costs, claims, demands and expenses arising as a result of
            the carrying out of the Works or any breach or non-observance of the
            covenants contained in this deed or by reason and of any act or
            default of the Tenant or its agents, servants or licensees;

      (C)   to indemnify the Landlord against any tax or imposition which
            becomes payable by reason of the carrying out of the Works and
            against any additional tax or imposition which either during or
            after the expiration or sooner determination of the term becomes
            payable in respect of the demised premises.

8.    AGREEMENT AND DECLARATION

      It is agreed and declared that:

      (A)   the licence contained in this deed is voidable at the option of the
            Landlord without prejudice to its rights under this deed if:

            (i)   the Consents for the Works are not obtained and produced to
                  the Landlord within 3 months after the date of this deed, or

            (ii)  the Works are not commenced and commencement notified to the
                  Landlord within 6 months after the date of this deed, or

            (iii) the Works are not completed and completion notified to the
                  Landlord within 6 months after the date of this deed, or

            (iv)  the Tenant fails to make good all breaches of the covenants
                  contained in this deed of which written notice is given by the
                  Landlord within one month after the giving of such notice or
                  sooner if requisite;

      (B)   nothing in this deed nor any approval of the Specification or the
            Works whilst progressing or when completed shall release any party
            from the covenants in this deed or in the Lease or imply or
            constitute any representation or warranty on the part of the
            Landlord, its solicitors, surveyors or professional advisers that
            the demised premises and their services are suitable for the purpose
            of the Works;

      (C)   the lessee's covenants and conditions contained in the Lease shall
            apply to the demised premises in their altered state after
            completion of the Works;

<PAGE>
                                       6

      (D)   nothing in this deed nor any notice, specification or plan of the
            Works served on the Landlord shall be deemed to be notice under the
            Landlord and Tenant Acts 1927 and 1954 of an intention to make
            improvements to the demised premises and there shall be no
            entitlement to compensation in respect of the Works at the
            expiration or sooner determination of the term; and

      (E)   any effect on the rental value of the demised premises caused by the
            Works or by the obligations contained in this deed shall be
            disregarded for the purpose of any review of rent under the Lease.

9.    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

      The parties to this deed do not intend that any term of this deed is to be
      enforceable, by virtue of the Contracts (Rights of Third Parties) Act
      1999, by any person who is not a party to this deed.

10.   SURETY

      At the request of the Tenant, the Surety joins in this deed for the
      purpose of acknowledging it is bound by it and that the obligations of the
      Tenant under the Lease extends to the obligations of the Tenant under this
      deed.

11.   HEAD LANDLORD

      The Head Landlord permits the Landlord to grant the Licence contained in
      this deed.

IN WITNESS whereof the parties have executed this document as a deed the day and
year first before written.

<PAGE>
                                       7

The common seal of                          )
DERWENT VALLEY LONDON LIMITED               )
was hereunto affixed in the                 )
presence of:                                )

                                 Director

                                Secretary

The common seal of                          )
PENSON FINANCIAL SERVICES                   )
LIMITED                                     )
was hereunto affixed in the                 )
presence of:                                )

                                 Director

                                Secretary

Executed as a deed by                       )
PENSON WORLDWIDE, INC                       )
acting by Dan Son                           )

The common seal of                          )
DERWENT VALLEY CENTRAL LIMITED              )
was hereunto affixed in the                 )
presence of:                                )

                                 Director

                                Secretary

<PAGE>

            DATED                                          2005

                          DERWENT VALLEY LONDON LIMITED

                                       AND

                       PENSON FINANCIAL SERVICES LIMITED

                                       AND

                             PENSON WORLDWIDE, INC

                                       AND

                         DERWENT VALLEY CENTRAL LIMITED

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

                            LICENCE FOR ALTERATIONS

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

                        PREMISES:  PART SECOND FLOOR, 1
                                   OLIVER'S YARD, LONDON
                                   EC2

                               SLAUGHTER AND MAY
                                ONE BUNHILL ROW
                                LONDON EC1Y 8YY
                             TEL NO: 020 7600 1200
                             FAX NO: 020 7090 5000
                                 REF: DJB/RXYS
                              (41080) PR050770072