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                                                                    EXHIBIT 10.3


                               ERIC ARTHUR O'BRIEN

                                     - AND -

                                COPY DATA LIMITED






                                COUNTERPART LEASE

                                 - RELATING TO -

                             UNIT R17, RALEIGH COURT
                                  PRIESTLY WAY
                                     CRAWLEY
                                   WEST SUSSEX










                                   LUCAS & CO
                                  48 Heath Road
                                   Twickenham
                                Middlesex TW1 4BY

                      Tel: 0181 892 8045 Fax: 0181 892 5777
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CONTENTS

1.       Definitions
2.       Letting
3.       Rent
4.       Rent Review
4.1      Definitions
4.2      Review
4.3      Arrangements pending revised rent
4.4      Rent increase prevented
5.       Repair cleaning and decoration
6.       Alterations
7.       Use
8.       Planning
9.       Alienation
10.      Tenant's other covenants
10.1     Outgoings
10.2     Supplies
10.3     VAT
10.4     Access of Landlord and notice to repair
10.5     Aerials signs and advertisements
10.6     Statutes notices and orders
10.7     Equipment
10.8     Defective premises
10.9     Encroachments
10.10    Evidence of compliance
10.11    Indemnity
10.12    Keyholders
10.13    Interest
10.14    Landlord's costs
10.15    Sale of reversion
10.16    Re-letting
10.17    Yield up
10.18    Consent to Landlord's release
11.      Landlord's covenants
11.1     Quiet enjoyment
11.2     Exercising rights
12.      Insurance
12.1     Landlord's covenants
12.2     Tenant's covenants
12.3     Suspension of Rent
12.4     Reinstatement
12.5     Termination
13.      Forfeiture
14.      Miscellaneous
14.1     Representations
14.2     Exclusion of use warranty
14.3     Disputes with adjoining owners
14.4     Covenants relating to Adjoining Premises
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14.5     Effect of waiver
14.6     Rights and easements
14.7     Extension of Term
14.8     Perpetuity Period
14.9     Compensation
14.10    Tenant's possessions
14.11    Landlord's surveyor
15.      Notices
16.      Interpretation

Schedule 1  Authorised Guarantee Agreement


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LEASE

DATE:             The     day of    1997

(1)      Eric Arthur O'Brien of Flint Cottage Pease Pottage Hill Crawley West
         Sussex RH11 9BD (the "Landlord")

and

(2)      Copy Data Limited (Company Number 3106266) whose registered office is
         at The Arena Raleigh Court Priestly Way Crawley West Sussex (the
         "Tenant") RH1O 2PD

1.       DEFINITIONS

         In this Lease:

         1.1      "Property" means Unit Ri 7 Raleigh Court Priestly Way Crawley
                  West Sussex shown for the purposes of identification only
                  edged red on the Plan including:

                  -        any building or other structure that is now on the
                           Property or that is erected there

                  -        during the Term ("Building")

                  -        the fences and walls that surround the Property

                  -        the Plant and fittings installed there by the
                           Landlord

                  -        all Conducting Media on the Property

                  -        all additions and improvements

                  -        all fixtures (whether or not fixed at the beginning
                           of the Term) except any installed by the Tenant that
                           can be removed without defacing the Property

         1.2      "Term" means the period of2i years beginning on the 1st day of
                  May 1997

         1.3      "Initial Rent" means L12000.00 per year

         1.4      "Rent Commencement Date" means the 1st day of May 1997

         1.5      "Insurance Commencement Date" means the l~ day of May 1997

         1.6      "Review Dates" means the 1st day of May in the years 2000,
                  2003, 2006, 2009, 2012 and 2015

         1.7      "Exterior Decorating Years" means 2000, 2003, 2006, 2009, 2 12
                  and 2015

         1.8      "Interior Decorating Years" means 2003, 2008 and 2013

         1.9      "Permitted Use" means use for the sale and repair of office
                  equipment
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         1.10     Other definitions and interpretation provisions are set out in
                  clause 16


2.       LETTING RIGHTS AND EXCEPTIONS

         2.1      The Landlord lets the Property to the Tenant for the Term

         2.2      The Landlord grants to the Tenant:

                  2.2.1.   Full right and liberty for the Tenant and all persons
                           authorized by the Tenant (in common with the Landlord
                           all other tenants owners and other persons now or
                           hereafter entitled to the like rights) at all times
                           by day or by night and for the purpose of access to
                           and egress from the Property with or without motor
                           cars and other vehicles to go pass and repass over
                           and along the roads and pavements shown colored brown
                           on the plan.

                  2.2.2.   The exclusive right to use the seven car parking
                           spaces shown edged green on the Plan or such other
                           space or spaces designated by the Landlord for he
                           sole purpose of parking upon each space one motor car
                           only.

                  2.2.3.   The right at all reasonable times on not less than
                           seven days' written notice (except in the case of
                           emergency) to enter and remain with or without
                           workmen plant and materials for the shortest possible
                           period upon the adjoining land shown edged orange on
                           the Plan ("the Development") for the purpose of
                           making connections to and whenever necessary cleaning
                           repairing maintaining altering replacing renewing
                           relaying or inspecting the Conducting Media serving
                           the Property which ca riot reasonably be carried out
                           without such access the Tenant or person exercising
                           sue i right causing the minimum inconvenience and
                           making good forthwith all damage o that part of the
                           Development any property or chattels thereon thereby
                           occasioned.

                  2.2.4.   The right at all reasonable times on not less than
                           seven days' written notice (except in the case of
                           emergency) to enter and remain for as short period as
                           possible with or without workmen and plant machinery
                           and scaffolding upon t .e Development for the purpose
                           of rebuilding constructing repairing maintaining
                           altering cleansing and inspecting any building now or
                           hereafter to be erected upon the Property which work


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[GRAPHIC OMITTED]


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                           cannot otherwise be undertaken at reasonable cost
                           PROVIDED THAT the Tenant or person or persons
                           exercising such rights shall (i) consult the Landlord
                           and the relevant occupier of the relevant part of the
                           Development and agree the most expeditious and
                           economic means of carrying out such work (such
                           respective agreements not to be unreasonably withheld
                           refused or delayed) and (ii) cause as little
                           inconvenience annoyance or disturbance as possible
                           and make good forthwith all damage to that part of
                           the Development entered upon or any property or
                           chattels thereon thereby occasioned.

                  2.2.5.   The free and uninterrupted passage and running of
                           water and soil electricity and other services to and
                           from the Property through the Conducting Media laid
                           in on over or under the Development

         2.3      The following are excepted and reserved in favor of the
                  Landlord and the tenants owners and occupiers of the
                  Development and their respective servants agents and invitees.

                  2.3.1.   Easements rights and privileges over along and
                           through the Property corresponding with those set
                           forth in sub-clauses 2.2.3, 2.2.4 and 2.2.5.

                  2.3.2.   Full right with or without workmen and others
                           authorized by the Landlord with necessary appliances
                           and materials at all reasonable times on notice
                           (except in the case of emergency) to enter upon the
                           Property for the purpose of viewing the state and
                           condition thereof.

                  2.3.3.   The free and uninterrupted passage and running of
                           water air soil gas and electricity telephone power
                           and other services through the Conducting Media or
                           any of them now or at any time within the Perpetuity
                           Period laid in on over or under the Property or any
                           part thereof to or from any other part of the
                           Development together with the right to enter on to
                           the Property for the purpose of connecting to
                           repairing replacing renewing relaying enlarging
                           cleansing and maintaining the Conducting Media or any
                           of them and during such period as any such works are
                           being carried out temporarily disconnecting any of
                           the Conducting Media for as short a time as possible
                           subject to the person or persons exercising such
                           right making good all damage to the Property caused
                           by such entry except insofar as such entry may be
                           necessitated by any default of the Tenant.


3.       RENT

         The Tenant covenants with the Landlord to pay the Rent without any
deduction or set-off by equal quarterly payments in advance on the usual quarter
days and if required in writing by the Landlord the Tenant must make these
payments by banker's order or direct transfer to any bank and account in the
United Kingdom that the Landlord may nominate.


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4.       RENT REVIEW

         4.1      Definitions In this Lease:

                  4.1.1.   "Review Date" means any one of the Review Dates and
                           "relevant Review Date" means the Review Date on which
                           the Review Period in question begins

                  4.1.2.   "Review Period" means either the period beginning on
                           a Review Date and ending on the day before the next
                           Review Date or the period beginning on the last
                           Review Date and ending on the expiry of the Term

                  4.1.3.   "Assumptions" are the following assumptions at the
                           relevant Review Date:

                           4.1.3.1. that no work has been carried out on the
                                    Property by the Tenant anyone deriving title
                                    under the Tenant or their predecessors in
                                    title during the Term which has diminished
                                    the rental value of the Property

                           4.1.3.2. that if the Property has been destroyed or
                                    damaged it has been fully restored

                           4.1.3.3. that the covenants contained in this Lease
                                    on the part of the Landlord and the Tenant
                                    have been complied with

                           4.1.3.4. that the Property is available to let by a
                                    willing landlord to a willing tenant by one
                                    lease without a premium from either party
                                    and with vacant possession

                           4.1.3.5. that the lease by which the Property will be
                                    let (" hypothetical lease") contains the
                                    same terms as this Lease except the amount
                                    of the Initial Rent and any rent-free period
                                    allowed to the Tenant

                           4.1.3.6. that the duration of the hypothetical lease
                                    is the period of the Term then unexpired or
                                    twelve years (whichever is the longer)
                                    beginning on the relevant Review Date and
                                    that the rent is payable from then

                           4.1.3.7. that the hypothetical lease contains the
                                    provisions for rent review included in this
                                    Lease and provides for the rent to be
                                    reviewed at the same intervals as those in
                                    this Lease

                           4.1.3.8. that the hypothetical lease provides that
                                    the Tenant must decorate the Property at the
                                    same intervals as those in this Lease


                                      -5-
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                           4.1.3.9. that VAT at the rate then prevailing will be
                                    payable on the rent reserved by the
                                    hypothetical lease if (and only if) VAT is
                                    payable at the relevant Review Date on the
                                    Rent payable under this Lease (but this
                                    Assumption will apply only if at the
                                    relevant Review Date whether or not VAT is
                                    payable on rent depends upon an act or
                                    omission of the Landlord)

                           4.1.3.10. that the Property has previously been
                                    fitted out and equipped by and at the
                                    expense of the incoming tenant (or its
                                    undertenants) so that it is capable of being
                                    used by the incoming tenant (or
                                    undertenants) from the beginning of the
                                    hypothetical lease for all purposes required
                                    by the incoming tenant or undertenants that
                                    would be permitted under this Lease (but on
                                    the basis that the fitting-out and equipping
                                    that have in fact been carried out by the
                                    Tenant are disregarded under clause 4.1.4.3)

                  4.1.4.   that the incoming tenant proposes either to occupy
                           the whole of the Property or that undertenants are
                           available for any parts that the tenant does not
                           intend to occupy who are willing and able to enter
                           into under leases on terms acceptable to the tenant
                           and at the open market rent and that:

                           -        consent has been obtained from the superior
                                    landlord for the underlettings

                           -        the underleases will begin on the relevant
                                    Review Date and the open market rent will be
                                    payable from that date

                  4.1.5.   "Disregards" are the following matters at the
                           relevant Review Date that must be disregarded:

                           4.1.5.1. any effect on rent of the fact that the
                                    Tenant anyone deriving title under the
                                    Tenant or their predecessors in title have
                                    been in occupation of the Property

                           4.1.5.2. any goodwill attached to the Property by the
                                    carrying on at the Property of the business
                                    of the Tenant or anyone deriving title under
                                    the Tenant or by the predecessors in that
                                    business

                           4.1.5.3. any increase in rental value of the Property
                                    attributable at the relevant Review Date to
                                    any improvement to the Property carried out:

                           -        during the Term or during the period
                                    immediately before the beginning of the Term


                                      -6-
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                           -        by the Tenant anyone deriving title under
                                    the Tenant or their predecessors in title
                                    with the consent of the Landlord (where
                                    required) or carried out by the Landlord at
                                    the expense of the Tenant

                           -        not in pursuance of an obligation to the
                                    Landlord and in disregarding this no
                                    allowance will be made for loss of use
                                    during any notional period while the
                                    improvement is being carried out

         4.2      Review

                  4.2.1.   For each Review Period the Rent will be the greater
                           of:

                           4.2.1.1. the Rent payable immediately before the
                                    relevant Review Date or if payment of Rent
                                    has been suspended the Rent which would have
                                    been payable had there been no suspension

                           4.2.1.2. the revised rent ascertained in accordance
                                    with this clause

                  4.2.2.   The revised rent will be the rent at which the
                           Property might reasonably be expected to be let in
                           the open market at the relevant Review Date making
                           the Assumptions and disregarding the Disregards

                  4.2.3.   The revised rent for any Review Period may be agreed
                           in writing at any time between the parties or in the
                           absence of agreement will be determined (but not
                           earlier than the relevant Review Date) by an
                           arbitrator 4.2.4. The arbitration will be conducted
                           in accordance with the Arbitration Acts 1950 and 1979

                  4.2.5.   The arbitrator will be appointed by agreement between
                           the parties or (in the absence of agreement)
                           nominated by the then President of the Royal
                           Institution of Chartered Surveyors (or his nominee)
                           on the application of either party made not earlier
                           than six months before the relevant Review Date

                  4.2.6.   If the arbitrator declines to act becomes incapable
                           of acting or dies either party may apply to the
                           President to make another nomination

                  4.2.7.   The Tenant must allow the arbitrator access to the
                           Property to do anything which the arbitrator
                           considers necessary to carry out his function

                  4.2.8.   If one party pays all the arbitrator's fees and
                           disbursements it may recover any part of them which
                           the arbitrator awards against the other party in the
                           case of the Landlord as rent in arrears and in the
                           case of the Tenant by deduction from rent


                                      -7-
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                  4.2.9.   When the revised rent has been determined in
                           accordance with this clause memoranda will be signed
                           by or on behalf of the parties and annexed to this
                           Lease and its counterpart and the parties will bear
                           their own costs of doing this

         4.3      Arrangements pending revised rent

                  4.3.1.   If the revised rent payable during any Review Period
                           has not been ascertained by the relevant Review Date
                           the then current Rent will continue to be payable on
                           account of the Rent for that Review Period

                  4.3.2.   If the revised rent is ascertained on or before the
                           relevant Review Date and that date is not a quarter
                           day the Tenant must on that Review Date pay to the
                           Landlord the difference between the Rent due for that
                           quarter and the Rent already paid for it

                  4.3.3.     If the revised rent payable during any Review
                             Period has not been ascertained by the relevant
                             Review Date then on the date upon which it is
                             agreed or upon which the arbitrator's award is
                             received by either party the Tenant must pay to the
                             Landlord:

                           4.3.3.1. any shortfall between the Rent which would
                                    have been paid if the revised rent had been
                                    ascertained by the relevant Review Date and
                                    the payments made on account and

                           4.3.3.2. interest at the base lending rate on the
                                    shortfall between the amount that would have
                                    been paid if the revised rent had been
                                    ascertained by the relevant Review Date and
                                    the payments made on account for the period
                                    beginning on the day upon which each
                                    instalment was due and ending on the day on
                                    which payment of the shortfall is made

         4.4      Rent increase prevented

                  4.4.1.   If at any Review Date the review of the rent or the
                           recovery of any increase is prohibited or limited by
                           statute the Landlord may within six months of the
                           removal of that restriction (time being of the
                           essence) give to the Tenant notice invoking this
                           clause

                  4.4.2.   On the service of a notice under this clause the date
                           upon which the notice is served will be treated as a
                           Review Date but this will not vary any subsequent
                           Review Date

                  4.4.3.   Any increase in rent resulting from such a review may
                           be recovered from the date upon which the notice is
                           served or (if later) the earliest date permitted by
                           law


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5.       REPAIR CLEANING AND DECORATION

         The Tenant covenants with the Landlord:

         5.1      to repair the Property and keep it in repair but the Tenant
                  need not do so where the disrepair is caused by a risk against
                  which the Landlord has covenanted in this Lease to insure or
                  by any additional risk against which the Landlord has insured
                  except where the insurance money is irrecoverable through an
                  act or omission of the Tenant or any person deriving title
                  under the Tenant

         5.2      to replace any of the fixtures or Plant that become beyond
                  repair during the Term

         5.3      to clean the Property and keep it clean and tidy

         5.4      to clean both sides of the windows and window frames in the
                  Property at least once a month

         5.5      to keep any part of the Property not built upon adequately
                  surfaced in good condition

         5.6      to keep all landscaped areas within the Property free from
                  weeds and properly cultivated

         5.7      not to cause any area abutting the Property to be untidy

         5.8      in each of the Exterior Decorating Years and in the last year
                  of the Term to redecorate the exterior of the Building and to
                  clean the external concrete stone brickwork and blockwork and
                  all other external surfaces and in each of the Interior
                  Decorating Years and in the last year of the Term to
                  redecorate the interior of the Building in both instances in a
                  good and workmanlike way and with appropriate materials of
                  good quality to the reasonable satisfaction of the Landlord

         5.9      to obtain the Landlord's approval (such approval not to be
                  unreasonably withheld) of any change in the colours on each
                  redecoration of both the exterior and the interior of the
                  Building

         5.10     where the use of Conducting Media boundary structures or other
                  things is common to the Property and other premises to be
                  responsible for and to indemnify the Landlord against all sums
                  due from and to undertake all work that is the responsibility
                  of the owner lessee or occupier of the Property in relation to
                  those things


6.       ALTERATIONS

         The Tenant covenants with the Landlord:


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         6.1      not to erect any new building or structure on the Property or
                  unite the Property with any adjoining property

         6.2      not to make any addition or alteration to the exterior of the
                  Building or to any load-bearing part of the Building or its
                  roof or foundations

         6.3      not to make any addition or alteration to the Property that is
                  not prohibited by the absolute prohibitions set out in the
                  preceding clauses unless:

                  6.3.1.   the consent of the Landlord has been obtained such
                           consent not to be unreasonably withheld but in
                           considering an application for consent the Landlord
                           may take into account the effect that the addition or
                           alteration may have on Adjoining Premises

                  6.3.2.   all necessary consents from any competent authority
                           have been obtained

                  6.3.3.   the Landlord has been supplied with drawings and
                           where appropriate a specification in duplicate
                           prepared by an architect or member of some other
                           appropriate profession who must supervise the work to
                           completion

                  6.3.4.   the proper fees of the Landlord any superior landlord
                           or mortgagee and their respective professional
                           advisers have been paid in relation to the
                           application for consent

                  6.3.5.   such covenants as the Landlord may reasonably require
                           about the carrying out of the additions and
                           alterations have been entered into with the Landlord

                  6.3.6.   in the case of substantial work and where the
                           Landlord requires adequate security has been provided
                           in the form of a deposit of money or a bond as
                           assurance to the Landlord that any work permitted by
                           the Landlord is completed

         6.4      at the expiry of the Term and if requested by the Landlord to
                  remove any demountable partitions and any addition or
                  alteration made to the Property and to make good any part of
                  the Property damaged by the removal

         6.5      not to make any alteration or addition to the electrical
                  installation at the Property except in accordance with
                  standards prescribed by the Institution of Electrical
                  Engineers and the supply authority or to connect any apparatus
                  to the installation that might endanger or overload it

         6.6      not to connect with any Conducting Media which serve the
                  Property unless it has obtained the approval of the relevant
                  authority and the Landlord (the Landlord's approval not to be
                  unreasonably withheld)

         6.7      not to commit any waste at the Property unless it is permitted
                  by virtue of a consent under clauses 6.3 and 6.6


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         6.8      before installing any internal demountable partitions at the
                  Property to obtain the approval of the Landlord to the use of
                  that type of partitioning and the subsequent installation
                  repositioning or removal of internal demountable partitions of
                  a type approved by the Landlord will not be a breach of clause
                  6.2


7.       USE

         The Tenant covenants with the Landlord:

         7.1      not to use the Property except for the Permitted Use and (for
                  example) not to use the Property or any part of it as
                  residential accommodation or to keep any animal on it

         7.2      not to do any act or allow to remain upon the Property any
                  substance or article which may constitute a nuisance or which
                  may cause inconvenience disturbance injury or annoyance to the
                  Landlord or the occupiers of the Adjoining Premises or any
                  nearby premises or cause damage to the Property the Adjoining
                  Premises or other nearby premises

         7.3      not to use the Property for any dangerous noisy or offensive
                  occupation or for any illegal or immoral purpose

         7.4      to use any part of the Property not built upon only for the
                  purposes specified on the Plan and not to keep there any
                  materials equipment plant bins crates boxes or any skip or
                  other receptacle for refuse or any caravan or temporary
                  building

         7.5      not to discharge into any Conducting Media within or that
                  serve the Property any substance that may obstruct them or
                  cause damage or danger or any noxious poisonous or radioactive
                  matter or anything likely to pollute or contaminate

         7.6      not to overload the Building

         7.7      not to leave the Property continuously unoccupied for more
                  than a month without notifying the Landlord and providing such
                  security arrangements as the Landlord and the insurers require

         7.8      not to play or use at the Property any instrument apparatus or
                  equipment that produces sound audible outside it

         7.9      to ensure that there is no release from the Property into any
                  environmental medium of any substance that is capable of
                  causing harm to the health of man or other living organisms or
                  to land surface or ground water or ecology systems

         7.10     not to carry out on the Property any activity or keep on the
                  Property any substance or article for which any authorization
                  license permit consent or other approval is needed from a
                  government department or local regulatory public or other
                  authority ("Official Approval") without having:


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                  -        obtained the Landlord's consent

                  -        produced to the Landlord a copy of every application
                           for Official Approval

                  -        obtained the Official Approval

                  -        produced to the Landlord a copy of the Official
                           Approval

         7.11     to comply with every Official Approval including any
                  conditions to which it is subject


8.       PLANNING

         The Tenant covenants with the Landlord:

         8.1      not to commit any breach of planning control and to comply
                  with the Planning Acts in relation to the Property

         8.2      not to make an application for planning permission in relation
                  to the Property or to serve any notices in respect of an
                  application without the approval of the Landlord such approval
                  not to be unreasonably withheld

         8.3      having obtained the Landlord's approval under the preceding
                  clause to apply for all planning permissions and to serve all
                  notices required for carrying out any operation or change of
                  use on the Property which may constitute development (as
                  defined in the Planning Acts) and to pay all fees and any
                  other sums due in relation to every application

         8.4      even if the Landlord has given its approval and granted
                  whatever other consents are needed under this Lease not to
                  carry out any operation or change of use on the Property
                  until:

                  8.4.1.   all necessary notices under the Planning Acts have
                           been served and copies produced to the Landlord

                  8.4.2.   all necessary permissions under the Planning Acts
                           have been obtained and produced to the Landlord and

                  8.4.3.   the Landlord has acknowledged that every necessary
                           planning permission is acceptable to it (such
                           acknowledgement not to be unreasonably withheld)
                           although the Landlord may refuse to acknowledge its
                           acceptance of a planning permission on the grounds
                           that any condition contained in it or anything
                           omitted from it or the period referred to in it would
                           be (or would be likely to be) prejudicial to the
                           Landlord's interest in the Property [or the interest
                           of the Landlord or (where appropriate) a company
                           within the Landlord's Group in Adjoining Premises]
                           whether during or after the expiry of the Term


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         8.5      unless the Landlord otherwise directs to complete before the
                  expiry of the Term:

                  8.5.1.   any works specified as having to be carried out by a
                           date after the expiry of the Term in a planning
                           permission or in an agreement with the planning or
                           any other authority entered into as a condition to
                           obtaining planning permission

                  8.5.2.   any development begun on the Property

         8.6      in any case where a planning permission is granted subject to
                  conditions and if the Landlord reasonably requires to provide
                  security for the compliance with those conditions and not to
                  implement the planning permission until security has been
                  provided


9.       ALIENATION

         9.1      Definitions In this Lease:

                  9.1.1.   "Application" means an application from the Tenant
                           for the Landlord's consent to the Proposed Assignment

                  9.1.2.     "Authorized Guarantee Agreement" means a deed in
                             the form set out in Schedule 1 with such amendments
                             (if any) as the Landlord reasonably requires and
                             being an authorized guarantee agreement as defined
                             in the 1995 Act, Section 16

                  9.1.3.   "Current Tenant" means the person in whom the Term is
                           vested at the date of the Application

                  9.1.4.   "Proposed Assignee" means the person stated in the
                           Application to whom the Current Tenant wishes to
                           assign this Lease

                  9.1.5.   "Proposed Assignment" means a proposed assignment of
                           the Property by the Current Tenant to the Proposed
                           Assignee for which the Landlord's consent is
                           requested in the Application

                  9.1.6.   "Proposed Guarantor" means the person or persons (if
                           any) who must not be or include the Current Tenant
                           stated in the Application who it is proposed will
                           guarantee to the Landlord the obligations of the
                           Proposed Assignee

         9.2      General covenants

                  The Tenant covenants with the Landlord:

                  9.2.1.   except to the extent permitted under the subsequent
                           provisions of this clause not to:


                                      -13-
<PAGE>
                           -        part with possession of the Property or any
                                    part of it

                           -        permit another to occupy the Property or any
                                    part of it

                           -        share the occupation of the Property or any
                                    part of it

                           -        hold the Property or any part of it on trust
                                    for another

                           but the Tenant may allow a company that is a member
                           of the same group as the Tenant (within the meaning
                           of the 1954 Act, section 42) to occupy the whole or
                           part of the Property for so long as both companies
                           remain members of the same group and otherwise than
                           in a manner that transfers or creates a legal estate

                  9.2.2.   not to assign underlet or charge part only of the
                           Property

                  9.2.3.   not to assign the whole of the Property without the
                           consent of the Landlord (such consent not to be
                           unreasonably withheld) provided that the Landlord
                           shall be entitled (for the purposes of section 1 9
                           (1A) of the Landlord and Tenant Act 1927):

                           9.2.3.1. to withhold its consent in any of the
                                    circumstances set out in clause 9.3.1 and

                           9.2.3.2. to impose all or any of the matters set out
                                    in clause 9.3.2 as a condition of its
                                    consent and the provisos to this clause
                                    9.2.3 shall operate without prejudice to the
                                    right of the Landlord to withhold such
                                    consent on any other ground or grounds where
                                    such withholding of consent would be
                                    reasonable or to impose any further
                                    condition or conditions upon the grant of
                                    consent where the imposition of such consent
                                    or consents would be reasonable

                  9.2.4.   not to underlet the whole of the Property without the
                           consent of the Landlord such consent not to be
                           unreasonably withheld where the Tenant has complied
                           with the provisions of clause 9.5

                  9.2.5.   not to charge the whole of the Property without the
                           consent of the Landlord such consent not to be
                           unreasonably withheld

         9.3      Circumstances and conditions

                  9.3.1.   The circumstances referred to in clause 9.2.3.1 are:

                           9.3.1.1. Where in the reasonable opinion of the
                                    Landlord the Proposed Assignee is not of
                                    sufficient financial standing to enable it
                                    to


                                      -14-
<PAGE>
                                    comply with the Tenant's covenants and
                                    conditions contained in this Lease
                                    throughout the Term

                           9.3.1.2. Where the Proposed Assignee is an associated
                                    company of the Current Tenant

                           9.3.1.3. Where in the reasonable opinion of the
                                    Landlord the value of the Landlord's
                                    interest in the Property would be diminished
                                    o~ otherwise adversely affected by the
                                    Proposed Assignment on the assumption
                                    (whether or not a fact) that the Landlord
                                    wished to sell its interest the day
                                    following completion of the Proposed
                                    Assignment of this Lease to the Proposed
                                    Assignee;

                           9.3.1.4. Where the Proposed Assignee enjoys
                                    diplomatic or state immunity [but this
                                    circumstance shall not apply where the
                                    Proposed Assignee is the Government of the
                                    United Kingdom of Great Britain and Northern
                                    Ireland or any department thereof]

                           9.3.1.5. Where the Proposed Assignee is not resident
                                    in a jurisdiction where reciprocal
                                    enforcement of judgments exists

                  9.3.2.   The conditions referred to in clause 9.2.3.2 are:

                           9.3.2.1. The execution and delivery to the Landlord
                                    prior to completion of the Proposed
                                    Assignment of an Authorized Guarantee
                                    Agreement

                           9.3.2.2. The payment to the Landlord of all rents and
                                    other sums which have fallen due under this
                                    Lease prior to the date of the Proposed
                                    Assignment

                           9.3.2.3. The provision of any requisite consent of
                                    any superior landlord or mortgagee and
                                    confirmation that any lawfully imposed
                                    condition of such consent has been satisfied

                           9.3.2.4. On a Proposed Assignment to a limited
                                    company the execution and delivery to the
                                    landlord by the Proposed Guarantor prior to
                                    the Proposed Assignment of a deed of
                                    covenant guaranteeing the performance of the
                                    Proposed Assignee in such form as the
                                    Landlord reasonably requires

                           9.3.2.5. The execution and delivery to the Landlord
                                    prior to the Proposed Assignment of a rent
                                    deposit deed for such sum as the Landlord
                                    may reasonably determine in such form as the
                                    Landlord may reasonably require together
                                    with the payment


                                      -15-
<PAGE>
                                    by way of cleared funds of the sum specified
                                    in the rent deposit deed

                           9.3.2.6. The Application is accompanied by:

                           -        certified copies of the Proposed Assignee's
                                    or Proposed Guarantor's audited accounts for
                                    each of the three financial years
                                    immediately preceding the date of the
                                    Application

                           -        references from:

                                    --       the Proposed Assignee's or Proposed
                                             Guarantor's bankers confirming that
                                             the Proposed Assignee or Proposed
                                             Guarantor is considered good for
                                             the rents payable under this Lease
                                             and

                                    --       if the Proposed Assignee or
                                             Proposed Guarantor is a lessee of
                                             other premises at least one of its
                                             lessors confirming that the
                                             Proposed Assignee or Proposed
                                             Guarantor has been a satisfactory
                                             lessee

                           -        and an undertaking from Solicitors acting
                                    for the Current Tenant or for the Proposed
                                    Assignee or Proposed Guarantor to pay all
                                    costs disbursements and any VAT thereon
                                    which may be properly incurred by the
                                    Landlord in considering the Application
                                    whether or not consent is granted and in
                                    granting consent (if it is granted)

                           9.3.2.7. If at any time prior to the Proposed
                                    Assignment taking place the circumstances
                                    (or any of them) specified in clause 9.3.1
                                    apply the Landlord may revoke its consent to
                                    the Proposed Assignment by written notice to
                                    the Tenant

         9.4      Determinations

                  9.4.1.   Any question of whether or not any of the
                           circumstances set out in clause 9.3.1 apply in
                           relation to the Proposed Assignment or as to whether
                           any of the conditions referred to in clause 9.3.2
                           should be imposed shall be determined by the Landlord
                           and if the Landlord determines that any of the
                           circumstances apply or that any of the conditions
                           should be imposed the Landlord must give written
                           notice to that effect to the Tenant and such
                           notification will be binding on the Tenant unless
                           within 14 days of the service of the notice the
                           Tenant serves on the Landlord a counternotice
                           ("Counternotice") requiring the Landlord's
                           determination to be reviewed by a third party in
                           accordance with clause 9.4.2

                  9.4.2.   If a Counternotice is served the Landlord's
                           determination shall be reviewed by an independent
                           third party acting as an expert and not as an


                                      -16-
<PAGE>
                           arbitrator who shall be agreed or appointed in
                           accordance with clause 9.4.3 and whose decision shall
                           be conclusive and binding

                  9.4.3.   The third party must be a Chartered Surveyor with not
                           less than ten years' post qualification experience
                           appointed by agreement between the Landlord and the
                           Tenant or in the absence of such agreement nominated
                           at the request of either of them by the President for
                           the time being of The Royal Institution of Chartered
                           Surveyors (or his duly appointed deputy or anyone
                           authorized by him to make appointments on his behalf)

                  9.4.4.   The fees payable to the President or any such third
                           party shall be borne and paid by the Landlord and the
                           Tenant in such shares and in such manner as the third
                           party shall determine and failing any such decision
                           in equal shares (and if one party shall pay all the
                           fees it shall be entitled to recover from the other
                           any appropriate share which is due)

         9.5      Underletting

                  9.5.1.   Any consent of the Landlord to an underletting of the
                           whole of the Property will be subject to conditions
                           that:

                           9.5.1.1. the undertenant enters into a deed with the
                                    Landlord in which the undertenant covenants
                                    that during the period when the undertenant
                                    is bound by the tenant covenants contained
                                    in the underlease together with any
                                    additional period during which the
                                    undertenant is bound by an authorized
                                    guarantee agreement the undertenant will
                                    observe and perform the provisions of this
                                    Lease (excluding the covenant as to the
                                    payment of rent) and the provisions of the
                                    underlease

                           9.5.1.2. the underlease is granted without a fine or
                                    premium at a rent no lower than the then
                                    open market rent approved by the Landlord
                                    (such approval not to be unreasonably
                                    withheld)

                           9.5.1.3. the rent is payable in advance on the same
                                    days as rent is payable under this Lease

                           9.5.1.4. the underlease contains provisions approved
                                    by the Landlord (such approval not to be
                                    unreasonably withheld):

                           -        for the upwards-only review of the rent on
                                    the basis set out in clause 4 or in such
                                    other form as the Landlord reasonably
                                    requires or approves

                           -        for the rent to be reviewed either on the
                                    Review Dates or on such other dates approved
                                    by the Landlord by which the rent is
                                    reviewed no less frequently


                                      -17-
<PAGE>
                           -        prohibiting the undertenant from doing or
                                    allowing any act or thing in relation to the
                                    Property inconsistent with or in breach of
                                    the provisions of this Lease

                           -        for re-entry by the underlandlord on breach
                                    of any covenant by the undertenant

                           -        imposing an absolute prohibition against all
                                    dealings with the Property other than an
                                    assignment or charge of the whole

                           -        prohibiting any assignment of the whole of
                                    the Property without the consent of the
                                    Landlord under this Lease and except on the
                                    basis set out in clauses 9.1 -- 9.5 of this
                                    Lease such provisions being incorporated
                                    into the underlease

                           -        prohibiting any charge of the whole of the
                                    Property without the consent of the Landlord
                                    under this Lease

                           -        prohibiting the undertenant from parting
                                    with possession or permitting another to
                                    share or occupy or hold on trust for another
                                    the Property or any part of it

                           -        imposing in relation to any permitted
                                    assignment the same obligations for
                                    registration with the Landlord as are in
                                    this Lease in relation to dispositions by
                                    the Tenant

                           -        excluding the provisions of the 1954 Act,
                                    sections 24 -- 28 from the letting created
                                    by the underlease 86

                  9.5.2.   The Tenant covenants with the Landlord:

                           9.5.2.1. to enforce the performance by every
                                    undertenant of the provisions of the
                                    underlease and not at any time to waive any
                                    breach of the covenants or conditions on the
                                    part of any undertenant or assignee of any
                                    underlease nor (without the consent of the
                                    Landlord such consent not to be unreasonably
                                    withheld) to vary the terms of any
                                    underlease

                           9.5.2.2. not to agree any reviewed rent with the
                                    undertenant without the approval of the
                                    Landlord such approval not to be
                                    unreasonably withheld

                           9.5.2.3. not to agree any appointment of a person as
                                    the third party determining the revised rent
                                    without the approval of the Landlord such
                                    approval not to be unreasonably withheld


                                      -18-
<PAGE>
                           9.5.2.4. to incorporate as part of its
                                    representations to that third party
                                    representations required by the Landlord

                           9.5.2.5. to give the Landlord details of every rent
                                    review within twenty-eight days of its
                                    outcome

                           9.5.2.6. not to grant the underlease or permit the
                                    undertenant to occupy the Property unless an
                                    order has been obtained under the 1954 Act,
                                    section 38(4)

                           9.5.2.7. not to accept the surrender of or forfeit or
                                    otherwise determine any underlease without
                                    the consent of the Landlord

         9.6      Insolvency of covenantors

                  The Tenant covenants with the Landlord:

                  9.6.1.   to give notice to the Landlord within 14 days if any
                           person who has entered into covenants with the
                           Landlord under the provisions of this clause (where
                           that person has not been released from these
                           obligations) becomes Insolvent (as defined in clause
                           13.2) or dies

                  9.6.2.   if requested by the Landlord following the service of
                           a notice under clause 9.6.1 to procure that within 14
                           days of the request some other person reasonably
                           acceptable to the Landlord enters into covenants with
                           the Landlord in substantially the same form

         9.7      Notice to the Landlord of alienation

                  Within twenty-one days of any assignment charge underlease or
                  any transmission or other devolution relating to the Property
                  the Tenant covenants with the Landlord to produce for
                  registration with the Landlord's solicitor a certified copy of
                  any relevant document and to pay the Landlord's solicitor's
                  reasonable charge for registration of at least L25


10.      TENANT'S OTHER COVENANTS

         The Tenant covenants with the Landlord:

         10.1     Outgoings

                  10.1.1.  to pay and to indemnify the Landlord against:

                           10.1.1.1. all service charges rates taxes assessments
                                    impositions duties levies charges and
                                    outgoings of any type which now or during
                                    the Term are charged assessed or imposed on
                                    the Property or on its owner lessor lessee
                                    or occupier but excluding any tax


                                      -19-
<PAGE>
                                    imposed on the Landlord in respect of the
                                    receipt of Rent or any other payment made by
                                    the Tenant under this Lease or on any
                                    disposition or dealing with or the ownership
                                    of the reversion of this Lease ("Outgoings")

                           10.1.1.2. the proportion properly attributable to the
                                    Property (to be determined in the absence of
                                    agreement between the parties by the
                                    Landlord's surveyor) of all Outgoings which
                                    now or during the Term are charged assessed
                                    or imposed on the Property and other
                                    premises or on the owner lessor lessee or
                                    occupier of the Property and other premises

                  10.1.2.  if the Landlord loses rating relief because it has
                           been allowed to the Tenant or any undertenant during
                           the Term to make good that loss to the Landlord

         10.2     Supplies

                  10.2.1.  where a separate supply is provided to the Property
                           to pay the supplier and to indemnify the Landlord
                           against all charges for water electricity gas
                           telephone and other supplies consumed on the Property
                           and to pay all equipment rents

                  10.2.2.  where supply charges are made in relation to the
                           Property and other premises (or upon the owner or
                           occupier of the Property and other premises) to pay
                           the suppliers and to indemnify the Landlord against
                           the proportion of the charges properly attributable
                           to the Property (or the owner or occupier of the
                           Property) to be determined in the absence of
                           agreement by the Landlord's surveyor

         10.3     VAT

                  10.3.1.  to pay and indemnify the Landlord against any VAT
                           that may be chargeable on the Rent or any other
                           payment made by the Tenant under this Lease in
                           addition to the Rent or other payment (VAT being
                           recoverable as if it were rent where it is charged on
                           Rent or on a payment that is either reserved as
                           additional rent or that this Lease provides is
                           recoverable as if it were rent)

                  10.3.2.  whenever the Tenant has agreed in this Lease to
                           reimburse the Landlord for a payment made by the
                           Landlord to reimburse the Landlord in addition for
                           any VAT paid by the Landlord on that payment unless
                           the VAT is recovered by the Landlord


                                      -20-
<PAGE>
         10.4     Access of Landlord and notice to repair

                  10.4.1.  to permit the Landlord and all persons authorized by
                           the Landlord at reasonable times and on reasonable
                           notice (except in an emergency) to enter the
                           Property:

                           10.4.1.1. to establish if the provisions of this
                                    Lease have been observed

                           10.4.1.2. to carry out work relating to any jointly
                                    used facility

                           10.4.1.3. to carry out any work to Adjoining Premises
                                    that cannot reasonably be carried out
                                    without access to the Property

                           10.4.1.4. to take schedules and inventories

                           10.4.1.5. to exercise any right granted or reserved
                                    to the Landlord by this Lease

                           10.4.1.6. for any purpose connected with the
                                    insurance of the Property the review of the
                                    Rent or the renewal of this Lease

                           10.4.1.7. to view (and to open up floors and other
                                    parts of the Property where that is
                                    reasonable) the condition of the Property
                                    and any work being carried out at the
                                    Property

                           10.4.1.8. to give the Tenant (or leave on the
                                    Property) a notice:

                           -        specifying any breach of covenant by the
                                    Tenant

                           -        specifying any work carried out in breach of
                                    the provisions of this Lease

                           -        requiring the Tenant immediately to remedy
                                    the breach and to reinstate the Property
                                    including the making good of any opening-up

                                             but any opening-up must be made
                                             good by or at the cost of the
                                             Landlord where it reveals no
                                             breaches by the Tenant of the
                                             provisions of this Lease

                  10.4.2.  immediately to repair clean and decorate the Property
                           or to carry out other work as required by the notice

                  10.4.3.  to allow the Landlord and all persons authorized by
                           the Landlord to enter the Property to carry out the
                           work that is needed to comply with the notice and to
                           pay to the Landlord the cost of doing so within
                           fourteen days of a written demand if:


                                      -21-
<PAGE>
                           10.4.3.1. within thirty days of service of the notice
                                    the Tenant has not both begun and then
                                    continued the work referred to in the notice
                                    or

                           10.4.3.2. the Tenant fails to complete the work
                                    within sixty days of service of the notice
                                    or

                           10.4.3.3. in the Landlord's reasonable opinion the
                                    Tenant is unlikely to complete the work
                                    within sixty days of the service of the
                                    notice

         10.5     Aerials signs and advertisements

                  10.5.1.  not to erect any pole mast dish or wire on the
                           Property

                  10.5.2.  if requested by the Landlord to display a sign
                           showing the Tenant's trading name of a size and kind
                           approved by the Landlord (such approval not to be
                           unreasonably withheld) at a point specified in
                           writing by the Landlord

                  10.5.3.  not to display any other sign which is visible from
                           outside the Property

         10.6     Statutes notices and orders

                  10.6.1.  to comply with every statute and any notice or order
                           from a government department or local public
                           regulatory or other authority or court that relates
                           to the Property activities carried out on the
                           Property or any substance or article on the Property
                           and whether applicable to the Tenant or the owner
                           lessor lessee or occupier of the Property

                  10.6.2.  to produce immediately to the Landlord a copy of any
                           notice or order that is served on the Property or the
                           Tenant and that relates to the matters referred to in
                           the preceding clause

                  10.6.3.  at the request of the Landlord to make or join with
                           the Landlord in making any reasonable representations
                           that the Landlord considers appropriate or otherwise
                           contesting any proposal of a government department or
                           local regulatory or other authority that relates to
                           or includes the Property

                  10.6.4.  without prejudice to the generality of the above:-

                           10.6.4.1. to comply at the Tenant's expense with the
                                    Construction (Design and Management)
                                    Regulations 1994 (" CDM Regulations") and to
                                    be the only client (as defined in the CDM
                                    Regulations) and to fulfil in relation to
                                    all and any works all the obligations of the
                                    client as set out in or reasonably to be
                                    inferred from the CDM Regulations and to
                                    make a declaration


                                      -22-
<PAGE>
                                    to that effect to the Health and Safety
                                    Executive in accordance with the Approved
                                    Code of Practice publicized from time to
                                    time by the Health and Safety Commission in
                                    relation to the CDM Regulations and the
                                    provisions of clause 12.2.9 shall apply to
                                    these obligations and

                           10.6.4.2. at the end of the Term forthwith to deliver
                                    to the Landlord any and all health and
                                    safety files relating to the Property in
                                    accordance with the CDM Regulations

         10.7     Equipment

                  10.7.1.  not to install or use on the Property any equipment
                           which causes noise or vibration detectable outside or
                           damage to the Property

                  10.7.2.  to keep all equipment on the Property properly
                           maintained to renew all parts when recommended or
                           necessary and to ensure that the equipment is
                           properly operated

         10.8     Defective premises

                  10.8.1.  to give notice immediately to the Landlord of any
                           defect in the Property which might give rise to a
                           liability or duty on the Landlord

                  10.8.2.  to display all notices which the Landlord may
                           reasonably require

         10.9     Encroachments

                  10.9.1.  not to stop up darken or obstruct any windows in the
                           Building

                  10.9.2.  to take all reasonable steps to prevent any
                           encroachment or easement being made or acquired over
                           the Property and to give notice to the Landlord
                           immediately if any is attempted

         10.10    Evidence of compliance

                  if required to produce to the Landlord such evidence as the
                  Landlord may reasonably require to satisfy itself that the
                  provisions of this Lease have been complied with

         10.11    Indemnity

                  to be responsible for and to keep the Landlord indemnified
                  against all Losses resulting directly or indirectly from any
                  breach by the Tenant of the provisions of this Lease


                                      -23-
<PAGE>
         10.12    Keyholders

                  to ensure that at all times both the Landlord and the local
                  police are aware of the name home address and home telephone
                  number of at least two keyholders of the Property

         10.13    Interest

                  10.13.1. to pay interest at a yearly rate of 4% above the base
                           lending rate from time to time on any Rent or other
                           sum payable under this Lease that is not paid on its
                           due date

                  10.13.2.   to pay this interest from the due date to the date
                             of payment (both before and after any judgment)
                             calculated on a daily basis (the interest to be
                             compounded with rests on the usual quarter days)
                             but nothing in this clause entitles the Tenant to
                             withhold or delay any payment or affects the rights
                             of the Landlord in relation to non-payment

         10.14    Landlord's costs

                  10.14.1. to pay to the Landlord on an indemnity basis all fees
                           charges costs and other expenses incurred by the
                           Landlord in relation to:

                           10.14.1.1. every application made by the Tenant for
                                    consent whether it is granted refused
                                    offered subject to any qualification or
                                    withdrawn

                           10.14.1.2. the preparation and service of a notice
                                    under the Law of Property Act 1925 section
                                    146 or incurred in taking or contemplating
                                    proceedings under sections 146 and 147 of
                                    that Act even if forfeiture is avoided
                                    otherwise than by a court order

                           10.14.1.3. the recovery of Rent or other sums due
                                    from the Tenant

                           10.14.1.4. enforcing or requiring the Tenant to
                                    remedy a breach of the provisions of this
                                    Lease

                           10.14.1.5. any steps taken in connection with the
                                    preparation and service of a schedule of
                                    dilapidations during or after the expiry of
                                    the Term

                             10.14.1.6.  the negotiation and grant of this Lease

                  10.14.2. where the Landlord could recover the cost of
                           professional advice or services under the preceding
                           clause if they were undertaken by a third party but
                           these services or that advice are provided by the
                           Landlord or by a company within the Landlord's Group
                           to pay to the Landlord (or that


                                      -24-
<PAGE>
                           company) a reasonable sum (plus VAT if payable) for
                           such advice and services but not more than the amount
                           payable by the Tenant if that advice or service had
                           been provided by a third party

         10.15    Sale of reversion

                  to permit at reasonable times upon reasonable notice agents or
                  prospective buyers of any interest superior to this Lease to
                  view the Property provided they are authorized by the Landlord
                  or its agent and to permit the Landlord or any superior
                  landlord to fix on the property a notice or board indicating
                  that an interest superior to this Lease is available for sale

         10.16    Re-letting

                  where the Tenant or the occupier of the Property will have no
                  right to renew this Lease under the 1954 Act or has lost that
                  right to permit the Landlord or its agent at any time during
                  the last twelve months of the Term to fix on the Property a
                  notice or board indicating that the Property will be available
                  for letting and during that period to permit persons with the
                  authority of the Landlord or its agent to view the Property

         10.17    Yield up

                  at the expiry of the Term:

                  10.17.1. to yield up the Property with vacant possession
                           decorated and repaired in accordance with and in the
                           condition required by the provisions of this Lease
                           10.17.2 to give up all keys of the Property to the
                           Landlord

                  10.17.2. to remove the Tenant's fixtures and fittings (if
                           requested by the Landlord) and all signs erected by
                           the Tenant on or near the Property and to make good
                           immediately any damage caused by the removal

         10.18    Consent to Landlord's release

                  not to unreasonably withhold consent to a request made by the
                  Landlord under the 1995 Act, Section 8 for a release from the
                  landlord covenants of this Lease


11.      LANDLORD'S COVENANTS

         The Landlord covenants with the Tenant:

         11.1     Quiet enjoyment

                  to permit the Tenant to hold the Property peaceably and
                  without any interruption by the Landlord or any person
                  claiming under or in trust for the Landlord


                                      -25-
<PAGE>
         11.2     Exercising rights

                  in exercising the rights involving entry to the Property to
                  cause (and to ensure that those exercising the rights on its
                  behalf cause) as little damage as is reasonably practicable to
                  the Property


12.      INSURANCE

         12.1     Landlord's covenants

                  The Landlord covenants with the Tenant:

                  12.1.1.  to insure the Property against damage caused by fire
                           lightning explosion aircraft (or other aerial device)
                           or articles failing from them riot civil commotion
                           malicious persons acts of terrorism earthquake storm
                           tempest flood bursting and overflowing of water pipes
                           tanks and other apparatus impact by mechanically
                           propelled vehicles and any other risks that the
                           Landlord may decide although:

                           12.1.1.1. the obligation to insure against any
                                    particular risk is subject to insurance for
                                    that risk being ordinarily available from a
                                    reputable insurer for the Property and

                           12.1.1.2. this insurance will be subject to any
                                    exclusions conditions and excesses that the
                                    insurer requires

                  12.1.2.  to effect this insurance with a reputable insurance
                           company or with reputable underwriters and through
                           any agency that the Landlord may from time to time
                           decide

                  12.1.3.  that this insurance will be for the full cost of
                           reinstatement including (for example):

                           -        temporarily making the Property safe and
                                    protecting any adjoining structures

                           -        debris removal demolition and site clearance

                           -        obtaining planning and all other statutory
                                    and other consents

                           -        architects' surveyors' and other fees
                                    incurred by the Landlord in relation to the
                                    reinstatement

                           -        complying with the requirements of any
                                    statute or of any local public regulatory or
                                    other authority


                                      -26-
<PAGE>
                           -        any VAT that may be payable on or in respect
                                    of any of these costs and fees

                  12.1.4.  to produce to the Tenant on demand reasonable
                           evidence of the terms of the policy and of payment of
                           the last premium

                  12.1.5.  to notify the Tenant of any change in the risks
                           covered by the policy

                  12.1.6.  to procure that the interest of the Tenant is noted
                           or endorsed on the policy whenever this is permitted
                           under the policy

         12.2     Tenant's covenants

                  The Tenant covenants with the Landlord:

                  12.2.1.  to pay as rent to the Landlord within fourteen days
                           of a demand and (if so demanded) in advance of the
                           date of renewal sums equal to:

                           12.2.1.1. the premiums paid or to be paid by the
                                    Landlord for insuring the Property in
                                    accordance with its obligations in this
                                    Lease including any increased premiums
                                    required as a result of the Tenant's use of
                                    the Property or anything brought onto the
                                    Property

                           12.2.1.2. the premiums paid or to be paid by the
                                    Landlord for insuring for three years loss
                                    of rent under this Lease

                           12.2.1.3. the premiums paid or to be paid by the
                                    Landlord for any third party liability
                                    (including public and property owner's and
                                    employer's liability) in respect of the
                                    Property against which the Landlord may at
                                    any time insure

                           12.2.1.4. any part of the premiums referred to above
                                    which the Landlord is entitled to retain by
                                    way of commission

                  12.2.2.  where in the case of any of the items referred to in
                           the preceding clauses the Landlord's policy includes
                           the Property and other premises to pay as rent to the
                           Landlord on demand and (if so demanded) in advance of
                           the date of renewal the proportion of the premiums
                           properly attributable to the Property to be
                           determined (in the absence of agreement) by the
                           Landlord's surveyor

                  12.2.3.  to pay the sums referred to in clauses 12.2.1 and
                           12.2.2 for the period beginning on the Insurance
                           Commencement Date and ending on the day immediately
                           before the next renewal date on the grant of this
                           Lease or if later on the Insurance Commencement Date
                           or when demanded


                                      -27-
<PAGE>
                  12.2.4.    to give notice to the Landlord of any matters
                             (whether existing or that arise during the Term)
                             that a prudent insurer might treat as material in
                             deciding whether or on what terms to insure or to
                             continue to insure the Property

                  12.2.5.  to comply with all the requirements and
                           recommendations of the insurer and the fire officer

                  12.2.6.  not to do or omit anything that could cause the
                           insurance effected under clause 12.1 to become void
                           or voidable wholly or in part

                  12.2.7.  not to do or omit anything that could cause any
                           additional or increased premiums to become payable
                           unless the Tenant has previously obtained the
                           approvals of the Landlord and the insurer (the
                           Landlord's approval not to be unreasonably withheld)

                  12.2.8.  not to have on the Property anything which is
                           explosive or specially combustible without having
                           obtained the approval of the insurer and the Landlord
                           (the Landlord's approval not to be unreasonably
                           withheld) and then to comply with any conditions to
                           which either approval is made subject

                  12.2.9.  to keep the Property supplied with the equipment for
                           the detection and fighting of fire and with the fire
                           alarm equipment that is reasonably required by the
                           Landlord or that the insurer or fire officer requires
                           and to maintain this equipment in working order and
                           to the satisfaction of the insurer or fire officer
                           and to the reasonable satisfaction of the Landlord
                           and at least once every six months to have this
                           equipment inspected by a competent person

                  12.2.10. not to obstruct the access to any fire equipment or
                           the means of escape from the Property or to lock any
                           fire door while the Property is occupied

                  12.2.11. to give notice to the Landlord immediately any event
                           happens against which the Landlord may have insured
                           under this Lease

                  12.2.12. if the Tenant is entitled to the benefit of any
                           insurance in relation to the Property to apply all
                           money in making good the loss for which it is
                           received

                  12.2.13. to do nothing to prejudice any claim made by the
                           Landlord or to prevent or impede any reinstatement
                           being carried out by the Landlord under clause
                           12.4.1.4

                  12.2.14. to pay to the Landlord on demand the amount of any
                           excesses which may be deducted or deductible by the
                           insurers on any claim made by the Landlord under
                           clause 12.4.1.1.


                                      -28-
<PAGE>
         12.3     Suspension of Rent

                  12.3.1.  "Insured Damage" means that the Property is destroyed
                           or damaged by any risk against which the Landlord has
                           covenanted in this Lease to insure or by any
                           additional risk against which the Landlord has
                           insured and payment of the insurance money is not
                           refused wholly or in part as the result of an act or
                           omission of the Tenant or any person deriving title
                           under the Tenant

                  12.3.2.  Whenever Insured Damage occurs and the Property or
                           any part of it is unfit for use the Rent (or a fair
                           proportion of it according to the nature and extent
                           of the damage) will not be payable until the Property
                           is (or the affected parts are) again fit for use or
                           until three years from the damage whichever is the
                           shorter and the proportion and the period will be
                           determined (in the absence of agreement) by the
                           Landlord's surveyor

                  12.3.3.  When the preceding clause applies for part of a
                           quarter and the Rent for that quarter has already
                           been paid in advance the Landlord must refund to the
                           Tenant the proportion of the Rent (apportioned on a
                           daily basis) attributable to the period during which
                           the preceding clause applied

         12.4     Reinstatement

                  12.4.1.  Whenever Insured Damage occurs the Landlord covenants
                           with the Tenant:

                           12.4.1.1. immediately to notify the insurer of the
                                    damage and to claim all sums due under the
                                    insurance policy

                           12.4.1.2. to use all reasonable endeavors to procure
                                    the payment by the insurer of all sums
                                    properly due under the policy at the time
                                    and in the manner required by the policy

                           12.4.1.3. to apply for and use all reasonable
                                    endeavors to obtain all planning permissions
                                    building regulation consents and other
                                    consents and licenses that are required to
                                    enable the Landlord to reinstate ("the
                                    Permissions")

                           12.4.1.4. to apply all insurance money received
                                    (except sums for loss of rent) in
                                    reinstating the Property as soon as the
                                    Permissions have been obtained or
                                    immediately where no Permissions are
                                    required

                  12.4.2.  The Landlord need not reinstate while prevented by
                           any of the following:

                           12.4.2.1. failure by the Landlord to obtain the
                                    Permissions despite using all reasonable
                                    endeavors


                                      -29-
<PAGE>
                           12.4.2.2. the grant of any of the Permissions subject
                                    to a lawful condition with which it would be
                                    unreasonable to expect the Landlord to
                                    comply or the planning or highway
                                    authority's insistence that as a
                                    pre-condition to obtaining any of the
                                    Permissions the Landlord must enter into an
                                    agreement with the planning or highway
                                    authority that would contain a term with
                                    which it would be unreasonable to expect
                                    the Landlord to comply

                           12.4.2.3. some defect in the site upon which the
                                    reinstatement is to take place so that it
                                    could not be undertaken or undertaken only
                                    at excessive cost

                           12.4.2.4. war act of God government action strike
                                    lock-out or any other similar circumstances
                                    beyond the control of the Landlord

         12.5     Termination

                  12.5.1.  Whenever Insured Damage occurs and the Property or
                           any part of it is still unfit for use three years
                           after the date upon which it first became unfit
                           either party may for so long as the Property or part
                           remains unfit serve on the other a notice referring
                           to this clause whereupon this Lease will immediately
                           come to an end

                  12.5.2.  Termination under the preceding clause will not
                           affect any rights that either party may have against
                           the other (including for example any that the Tenant
                           may have for breach by the Landlord of clause 12.4.1)
                           and all insurance money received in respect of the
                           Property will belong to the Landlord.


13.      FORFEITURE

         13.1     A "Forfeiting Event" is any of the following:

                  13.1.1.  any Rent or sum regarded as rent for the purposes of
                           this Lease is outstanding for twenty-one days after
                           becoming due whether formally demanded or not

                  13.1.2.  a breach by the Tenant of any of the provisions of
                           this Lease

                  13.1.3.  the Tenant has any distress or execution levied on
                           its goods

                  13.1.4.  the Tenant is Insolvent

         13.2     "Insolvent" for the purposes of this Lease means:

                  13.2.1.  in relation to a company any of the following:


                                      -30-
<PAGE>
                           -        it is deemed unable to pay its debts as
                                    defined in the Insolvency Act 1986 (referred
                                    to in this clause as "the Act") section 123

                           -        a proposal is made for a voluntary
                                    arrangement under Part I of the Act -

                           -        a petition is presented for an
                                    administration order under Part II of the
                                    Act or

                           -        a receiver, administrative receiver or
                                    manager is appointed [under (for example)
                                    Part III of the Act or the Law of Property
                                    Act section 101]

                           -        it goes into liquidation as defined in
                                    section 247(2) of the Act (other than a
                                    voluntary winding up solely for the purpose
                                    of amalgamation or reconstruction of a
                                    solvent company)

                           -        a provisional liquidator is appointed under
                                    section 135 of the Act

                           -        a proposal is made for a scheme of
                                    arrangement under the Companies Act 1985
                                    section 425

                  13.2.2.    in relation to an individual any of the following:

                           -        an application is made for an interim order
                                    or a proposal is made for a voluntary
                                    arrangement under Part VIII of the Act

                           -        a bankruptcy petition is presented to the
                                    court or his circumstances are such that a
                                    bankruptcy petition could be presented under
                                    Part IX of the Act

                           -        he enters into a deed of arrangement

                           -        a receiver of the income of the Property is
                                    appointed under the Law of Property Act
                                    section 101

         13.3     Whenever a Forfeiting Event exists the Landlord may enter the
                  Property (or any part of it) at any time even if a previous
                  right of re-entry has been waived and then the Term will end
                  but without affecting any rights that either party may have
                  against the other including (for example) the breach under
                  which the re-entry is made


                                      -31-
<PAGE>
14.      MISCELLANEOUS

         14.1     Representations

                  The Tenant acknowledges that it has not entered into this
                  Lease in reliance on any representation made by or on behalf
                  of the Landlord

         14.2     Exclusion of use warranty

                  Nothing in this Lease or in any consent granted by the
                  Landlord implies that the Property may be used for any
                  particular purpose

         14.3     Disputes with adjoining owners

                  If any dispute arises between the Tenant and the occupiers of
                  Adjoining Premises about any right in connection with the use
                  of the Property and of any Adjoining Premises or about any
                  boundary structures separating the Property from the Adjoining
                  Premises it will be determined by the Landlord's surveyor

         14.4     Covenants relating to Adjoining Premises

                  Nothing contained in or implied by this Lease will give the
                  Tenant the benefit of or the right to enforce (or to prevent
                  the release or modification of) any covenant or condition
                  entered into by any tenant of any Adjoining Premises

         14.5     Effect of waiver

                  Each of the Tenant's covenants will remain in force even if
                  the Landlord has waived or temporarily released that covenant
                  or waived or released a similar covenant in a lease of
                  Adjoining Premises

         14.6     Rights and easements

                  14.6.1.  The operation of the Law of Property Act 1925 section
                           62 is excluded from this letting and the only rights
                           granted to the Tenant are those expressly set out in
                           this Lease

                  14.6.2.  The Tenant will not during the Term acquire or become
                           entitled to any easement over any Adjoining Premises

                  14.6.3.  Any easement exercised over any Adjoining Premises
                           will be regarded as being exercised by virtue of a
                           determinable license from the Landlord

         14.7     Extension of Term

                  If after the expiry of the Term there is a period of holding
                  over extension or continuance (whether by agreement or
                  operation of law): --


                                      -32-
<PAGE>
                  14.7.1.  the provisions of this Lease (including for example
                           clause 19) will apply to that period and the
                           expression "Term" will be construed accordingly and

                  14.7.2.  all obligations of a periodical nature will apply at
                           the same intervals as those specified in this Lease

         14.8     Perpetuity period

                  The perpetuity period applicable to this Lease is eighty years
                  beginning on the date of this Lease and whenever in this Lease
                  either party is granted a future interest it must vest within
                  that period and if it has not will be void for remoteness

         14.9     Compensation

                  Any statutory right of the Tenant to claim compensation from
                  the Landlord on vacating the Property is excluded from this
                  letting to the extent that the law allows

         14.10    Tenant's possessions

                  If after the Tenant has vacated the Property on the expiry of
                  the Term any of the Tenant's possessions remain on the
                  Property and the Tenant fails to remove them within seven days
                  after being requested in writing by the Landlord to do so or
                  if the Landlord is unable to make such a request to the Tenant
                  within fourteen days from the first attempt:

                  14.10.1. the Landlord may as the agent of the Tenant sell the
                           possessions and the Tenant indemnifies the Landlord
                           against any liability incurred by it to any third
                           party whose possessions have been sold by the
                           Landlord in the mistaken belief (which will be
                           presumed unless the contrary is proved) that the
                           possessions belonged to the Tenant

                  14.10.2. if the Landlord having made reasonable efforts is
                           unable to locate the Tenant the Landlord may keep the
                           proceeds of sale unless the Tenant claims them within
                           ninety days of vacating the Property

                  14.10.3. the Tenant will be responsible for and will indemnify
                           the Landlord against any damage caused to the
                           Property by the possessions and any Losses suffered
                           by the Landlord as a result of the presence of the
                           possessions on the Property after the Tenant has
                           vacated the Property on the expiry of the Term

         14.11    Landlord's surveyor

                  Whenever this Lease provides for questions to be referred to
                  or issues to be determined by the Landlord's surveyor:


                                      -33-
<PAGE>
                  14.11.1. the term "in the absence of agreement" means in the
                           absence of agreement between the Landlord and the
                           Tenant and does not require the agreement of the
                           Guarantor to have been sought

                  14.11.2. in making his determination he will be acting as an
                           expert and not as an arbitrator and the determination
                           will be final and conclusive

                  14.11.3. his fees and disbursements for making this
                           determination will be paid as he directs as being
                           fair and reasonable in the light of his determination
                           having regard to the nature of the dispute and the
                           views of the parties expressed to him prior to his
                           determination

                  14.11.4. he must be an Associate or Fellow of the Royal
                           Institution of Chartered Surveyors

                  14.11.5. he must not be an employee of the Landlord or a
                           company within the Landlord's Group or a partner or
                           employee of the managing agents


15.      NOTICES

         15.1     A notice under this Lease must be in writing and unless the
                  receiving party or its authorized agent acknowledges receipt
                  is valid if (and only if) it:

                  15.1.1.  is given by hand sent by registered post or recorded
                           delivery or sent by fax provided a confirmatory copy
                           is on the same day given by hand or sent by
                           registered post or recorded delivery and

                  15.1.2.  is served:

                  -        where the receiving party is a company incorporated
                           within Great Britain at its registered office or

                  -        where the receiving party is the Tenant and the
                           Tenant is not such a company at the Property or

                  -        where the receiving party is the Landlord or the
                           Guarantor and that party is not such a company at
                           that party's address shown in this Lease or at any
                           address specified in a notice given by that party to
                           the other parties

         15.2     Unless it is returned through the Post Office undelivered a
                  notice sent by registered post or recorded delivery is to be
                  treated as served on the third working day after posting
                  whenever and whether or not it is received

         15.3     A notice sent by fax is to be treated as served on the day
                  upon which it is sent or the next working day where the fax is
                  sent after 4 pm or on a day that is not a working day whenever
                  and whether or not it or the confirmatory copy is received
                  unless the confirmatory copy is returned through the Post
                  Office undelivered


                                      -34-
<PAGE>
         15.4     The term "working day" means a day when the UK clearing banks
                  are open for business in the City of London

         15.5     If the receiving party consists of more than one person a
                  notice to one of them is notice to all

         15.6     In this clause "party" includes the Guarantor


16.      INTERPRETATION

         In this Lease:

         16.1     "Adjoining Premises" means any nearby property in which the
                  Landlord (or where the Landlord is a company any company that
                  is a member of the Landlord's Group) has or acquires during
                  the Term a freehold or leasehold interest

         16.2     "Conducting Media" includes all drains channels sewers flues
                  conduits ducts pipes wires cables watercourses gutters
                  culverts soakaways and other similar transmission media and
                  installations and all fixings louvres cowls covers and other
                  ancillary apparatus and references to Conducting Media being
                  "in" or "on" include Conducting Media in on under over or
                  through

         16.3     "Landlord" includes the person from time to time entitled to
                  possession of the Property when this Lease comes to an end

         16.4     "Landlord's Group" means a group of companies of which the
                  Landlord is a member within the meaning of the 1954 Act
                  section 42(1)

         16.5     "this Lease" includes (except where the contrary is indicated)
                  any document supplemental or collateral to this document or
                  entered into in accordance with this document

         16.6     "Losses" includes all liabilities incurred by the Landlord all
                  damage and loss suffered by it and all damages awarded against
                  it all claims demands actions and proceedings made or brought
                  against it and all costs disbursements and expenses incurred
                  by it

         16.7     "1954 Act" means Part II of the Landlord and Tenant Act 1954
                  (to which clause 16.15.1 applies)

         16.8     "1995 Act" means the Landlord and Tenant (Covenants) Act 1995

         16.9     "Other Buildings" means any building or other structure now
                  erected on the Adjoining Premises or erected on the Adjoining
                  Premises during the Term

         16.10    "Plan" means the plan or plans annexed to this Lease


                                      -35-
<PAGE>
         16.11    "Planning Acts" means Town and Country Planning Act 1990
                  Planning (Listed Buildings and Conservation Areas) Act 1990
                  Planning (Consequential Provisions) Act 1990 Planning
                  (Hazardous Substances) Act 1990 Planning and Compensation Act
                  1991 and clause 16.15.1 applies

         16.12    "Plant" means all apparatus machinery and equipment installed
                  by the Landlord in the Property including (for example) lifts
                  lift shafts standby generators boilers items relating to
                  mechanical ventilation heating and cooling and closed circuit
                  television systems

         16.13    "Rent" means the Initial Rent or the rent agreed or determined
                  under clause 4

         16.14    "Tenant" means the Original Tenant until the Original Tenant
                  is released by the 1995 Act from the tenant's covenants
                  contained in this Lease and thereafter

                  16.14.1. the person from time to time is whom the tenant's
                           interest under this Lease is vested and

                  16.14.2. any person in whom the tenant's interest under this
                           Lease has been vested and who has not been released
                           by the 1994 Act

         16.15    "VAT" means value added tax and any tax of a similar nature
                  substituted for it or in addition to it

         16.16    references:

                  16.16.1. to a particular statute or part of it ("statutory
                           reference") include (except where the contrary is
                           indicated) any relevant derivative legislation and
                           refer to that statutory reference as it may have been
                           extended modified amended or re-enacted by the date
                           upon which its construction is relevant for the
                           purposes of this Lease and not as originally enacted
                           or as at the date of this Lease

                  16.16.2. generally to "statute" or "statutes" include
                           derivative legislation and any regulation or other
                           legislation of the European Community that is
                           directly applicable in the United Kingdom and include
                           existing statutes and those that come into effect
                           during the Term

                  16.16.3. to "parties" or "party" mean the Landlord and the
                           Tenant or either of them but in the absence of a
                           specific provision to the contrary do not include the
                           Guarantor

                  16.16.4. to the expiry of the Term or to the last year of the
                           Term are (subject to clause 14.7) to the end of the
                           Term and the last year of the Term however the Term
                           comes to an end whether by effluxion of time or in
                           any other way including (for example) determination
                           by forfeiture


                                      -36-
<PAGE>
                  16.16.5. to the base lending rate are to the base lending rate
                           of Barclays Bank plc or if that rate has been
                           abolished to the equivalent rate that has replaced it
                           or if none to the rate of interest most comparable
                           with the base lending rate determined in the absence
                           of agreement between the parties by the Landlord's
                           surveyor

         16.17    any consent of the Landlord must be in writing and signed by
                  or on its behalf if it is to be effective under this Lease

         16.18    where the consent of the Landlord is required it may be given
                  subject to any necessary further consent being obtained from a
                  superior landlord and nothing in this Lease implies that this
                  further consent may not be unreasonably withheld

         16.19    whenever the Landlord [or] the Tenant [or the Guarantor]
                  consists of more than one person any obligation of or to that
                  party is of or to those persons separately all together or in
                  any combination

         16.20    words importing one gender include all genders

         16.21    any covenant by the Tenant not to do any act or thing includes
                  an obligation not to allow that act or thing to be done

         16.22    the headings are for locating references in the text and are
                  not to be taken into account in interpretation

         WE CERTIFY that there is no Agreement for Lease to which this Lease
gives effect



                                   SCHEDULE 1


                            DATED ______________, 199

                                       and

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

                         AUTHORIZED GUARANTEE AGREEMENT
             Unit R17 Raleigh Court Priestly Way Crawley West Sussex

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


                            Lucas & Co 48 Heath Road
                                Twickenham Wl 4BY
                               Tel: 0181 892 8045
                               Fax: 0181 892 5777


                                      -37-
<PAGE>
                         AUTHORIZED GUARANTEE AGREEMENT


DATE:  The        day of           1997

PARTIES:

(1)      ("Landlord")

and

(2)      ("Tenant")


1.       DEFINITIONS AND RECITALS

         1.1      This Deed is supplemental to a lease [an underlease] ("the
                  Lease") dated the [**] and made between (1) [the Landlord] and
                  (2) [the Tenant] by which the property known as [**] ("the
                  Property") was demised for a term of[**] years from [and
                  including] the [**] (" the Term") subject to the payment of
                  the rent[s] reserved by and the performance of the provisions
                  of the Lease

         1.2      The reversion immediately expectant on the determination of
                  the Term [remains or is now] vested in the Landlord and the
                  unexpired residue of the Term [remains or is now] vested in
                  the Tenant

         1.3      The Lease contains provisions prohibiting the Tenant from
                  assigning the Property without the consent of the Landlord
                  such consent not to be unreasonably withheld in certain
                  circumstances and further provides that any consent will be
                  subject to a -condition that the Tenant enters into an
                  authorized guarantee agreement as defined in the Landlord and
                  Tenant (Covenants) Act 1995 ("the 1995 Act")

         1.4      The Landlord has agreed (at the request of the Tenant) to
                  grant a license to the Tenant to assign its estate and
                  interest in the property to of [**] ("Assignee") subject to
                  the Tenant and the Assignee entering into a formal license in
                  the form required by the Landlord and the Tenant entering into
                  this Authorized Guarantee Agreement

         1.5      All terms defined in the Lease have the same meanings when
                  used in this deed except where the contrary appears


2.       AUTHORIZED GUARANTEE AGREEMENT

         2.1      This Deed is an authorized guarantee agreement as defined in
                  the 1995 Act, section 16

         2.2      Nothing in this Deed imposes on the Tenant:
<PAGE>
                  -        any requirement to guarantee the performance under
                           the Lease of any person other than the Assignee or

                  -        any liability restriction or other requirement (of
                           whatever nature) in relation to any time after the
                           Assignee is released by the Act from its obligations
                           under the Lease


3.       TENANT'S COVENANTS

         The Tenant covenants with the Landlord and (without the need for any
express assignment) with all of its successors in title:

         3.1      if the Assignee does not pay the Rent or any other sum due
                  under the Lease on the date on which it is due to pay to the
                  Landlord on demand the Rent or other sum

         3.2      if the Assignee is in breach of any provision of the Lease to
                  remedy that breach on demand and to indemnify and keep
                  indemnified the Landlord against all Losses suffered by the
                  Landlord as a result (directly or indirectly) of that breach

         3.3      in addition to the obligations set out in clauses 3.1 and 3.2
                  and if the Lease is disclaimed by the Assignee's trustee in
                  bankruptcy or liquidator:

                  3.3.1.   to pay to the Landlord on demand an amount equal to
                           the Rent and other sums of a recurring nature that
                           would have been payable under the Lease for the
                           period beginning on the date of disclaimer and ending
                           on the earliest of:

                  -        the date upon which the Property is re-let

                  -        the expiry of the Term

                  -        the expiry of the period of [one year] beginning on
                           the date of the disclaimer or

                  3.3.2.   if requested by the Landlord within ninety days of
                           disclaimer to take from the Landlord a lease of the
                           Property from the date of disclaimer for the residue
                           of the Term at the Rent payable at the time of
                           disclaimer or (where a rent review is pending at the
                           time of disclaimer at the Rent that is subsequently
                           agreed or determined under clause 4 of the Lease to
                           have been payable at the time of disclaimer) and upon
                           the same terms as those contained in the Lease with
                           all provisions of a periodical nature (including for
                           example those relating to review of the Rent)
                           expressed to apply on the actual dates that would
                           have applied if the Lease had not been disclaimed and


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<PAGE>
                  3.3.3.   to pay the costs of the Landlord incurred in relation
                           to the disclaimer and where appropriate the grant of
                           the lease to the Tenant


4.       APPLICATION OF TENANT'S COVENANTS

         4.1      the Landlord grants any time or indulgence to the Assignee or
                  fails to enforce payment of the Rent or any other sum or the
                  performance of the terms of the Lease

         4.2      the Landlord refuses to accept the Rent tendered when the
                  Landlord was entitled (or would after the service of a notice
                  under the Law of Property Act 1925, section 146 be entitled)
                  to re-enter the Property

         4.3      the terms of the Lease are varied except where the variation
                  is a relevant variation as defined in the 1995 Act, section
                  18(4)

         4.4      a revised Rent has been agreed or determined under clause 4 of
                  the Lease [including any stepped rent phased rent or other
                  rental formula that may be agreed]

         4.5      the Assignee surrenders part of the Demised Premises and where
                  this happens the liability of the Tenant under the Lease
                  continues for the part of the Demised Premises not surrendered
                  after making any necessary apportionments under the Law of
                  Property Act 1925, section 140

         4.6      the Tenant would have been released by any other event


5.       DURATION OF THE TENANT'S COVENANT

         5.1      [The obligations of the Tenant set out in clause 3 above apply
                  for the period beginning on the date upon which the Property
                  is assigned to the Assignee and ending on the date upon which
                  the Assignee is released by the Act from its obligations under
                  the Lease]

         5.2      [The Landlord covenants with the Tenant that it will notify
                  the Tenant in writing within [**] days of the Assignee being
                  released by the 1995 Act from its obligations under the Lease]


6.       [RECOVERY OF PAYMENTS

         6.1      The Landlord covenants that before attempting to recover any
                  such payment as is described in clause 6.2 from the Tenant it
                  will serve on the Tenant a notice as if that payment was a
                  fixed charge under the 1995 Act



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<PAGE>
         6.2      The payment referred to in clause 6.1 is any amount payable in
                  respect of any breach of covenant by the Assignee which:

                  6.2.1.   has been finally determined by a court or in binding
                           arbitration; or

                  6.2.2.   has been agreed between the Landlord and the
                           Assignee]

         6.3      The notice in respect of the payments referred to in clause
                  6.2 shall be in the form prescribed by section 27 of the 1995
                  Act with such variations as may be appropriate to the
                  circumstances

         6.4      The Tenant shall not be liable for any of the payments
                  referred to in clause 6.2 unless within the period of six
                  months of the payment being determined or agreed the Landlord
                  serves on the Tenant a notice under this clause]

         SIGNED as a deed but not delivered until the date of this Agreement by



SIGNED as a deed but not      )
delivered until the date of   )
this Agreement by             )
                              )
acting by                     )
[___________________]         )


SIGNED as a deed but not      )
delivered until the date of   )
this Agreement by             )
                              )
acting by                     )
[___________________]         )


                                      S-4