<PAGE>
                                                                    EXHIBIT 10.2



                            DATED 11th December 1998



                     SYNCLINE INDUSTRIAL PROPERTIES LIMITED

                                      -and-

                     RALEIGH COURT (DISCOVERY PARK) LIMITED

                                      -and-

                            AUDIO CONNECTIONS LIMITED

                        _________________________________

                                      LEASE

                                      - of-

                              Unit 15 Raleigh Court
                            Manor Royal Priestley Way
                          Crawley West Sussex together
                           With the right to use three
                                 Parking spaces

                        _________________________________









                                  ALLEN & OVERY
                                     London
                                  PY2: 554704.1
<PAGE>
         THIS LEASE made the ____ day of _______________ One thousand nine
hundred and ninety eight BETWEEN SYNCLINE INDUSTRIAL PROPERTIES LIMITED whose
registered office is at The Old Rectory, Wiggonholt, Pulborough, West Sussex
RH20 2EL (hereinafter called "the Landlord") of the first part RALEIGH COURT
(DISCOVERY PARK) LIMITED whose registered office is situate at Suite 5, 27 St.
James' Street, London SWIA IHA ("We Company") of the second part and AUDIO
CONNECTIONS LIMITED of Unit 14, Fareham Enterprise Centre, Newgate Lane,
Fareham, Hampshire P014 I TH (hereinafter called "the Tenant") of the third
part.

         This Lease is a new tenancy for the purposes of section 1 of the
Landlord and Tenant (Covenants) Act 1995.

WITNESSETH as follows--

DEFINITIONS

1.       (1)      In this Lease where the context so admits:-

                  (a)      "the Access Roads" mean the vehicular access roads
                           forming part of the Estate and for the purpose of
                           identification only shown coloured brown on the Plan
                           or such minor enlargement or reduction thereof as may
                           from time to time be specified by the Landlord and
                           each and every part of them

                  (b)      "the Car Parking Spaces" means those parts of the
                           Estate designated by the Company from time to time
                           for the parking of motor cars

                  (c)      "the Common Parts" means the Access Roads the Car
                           Parking Spaces and all or any entrances passages
                           pavements staircases circulation areas lifts service
                           roads service yards loading trays lavatories and
                           other areas and facilities from time to time provided
                           for the common use of the owners tenants or other
                           occupiers of the Estate or any part of it and any
                           other parts of the Estate not transferred or demised
                           or intended to be transferred or demised (unless
                           transferred or demised to the Company or other person
                           who will have a responsibility for the maintenance
                           and upkeep of any such parts and to bear the expense
                           thereof)

                  (d)      "Conducting Media" means all mains drains pipes wires
                           conduits cables watercourses ducts flues sewers
                           channels drains services conduits or any fire alarm
                           and prevention and sprinkler beating ventilation air
                           conditioning public address security and surveillance
                           and other equipment and all other conducting media
                           which now or at any fm within the period of 80 years
                           from the date hereof ("the Specified Period" which
                           shall be the perpetuity period for the purposes of
                           this Lease) shall be in under over through or upon
                           the Development or any part thereof

                  (e)      "the demised premises" means the property described
                           in Part I of Schedule I and each and every part of it
                           with the appurtenances belonging to it and
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                           any building erected on it and all landlords'
                           fixtures and fittings and all additions and
                           improvements to it

                  (f)      "the Development" means the development known as
                           Discovery park the current boundary of which is for
                           the purpose of identification only shown verged blue
                           on the Plan or such minor enlargement of reduction
                           thereof as may from time to time be specified by
                           Walldren Limited or the & successors in title to the
                           Development and each and every part thereof

                  (g)      "the Estate" means the land and buildings at
                           Discovery park the Current boundary Of which is for
                           the purpose of identification only shown verged
                           orange on the Plan and any minor enlargement or
                           reduction thereof as may from time to time be
                           specified by the Landlord and each and every part of
                           it

                  (h)      "the Landlord" includes the person for the time being
                           entitled to the reversion expectant on the
                           determination of the term

                  (i)      "the Plan" means the plan annexed to this Lease

                  (j)      "the Planning Acts" mean the Town and Country
                           Planning Act 1990 and any future and subsequent
                           legislation of a similar nature and any regulation
                           and order made thereunder

                  (k)      "the Service Charge" means a fair proportion Of the
                           Estate Expenditure described in Schedule V to be
                           calculated by the Surveyor (as defined in Schedule V)
                           whose decision shall be final and binding On the
                           parties and to be Payable in accordance with the
                           Provisions of Schedule V "the Surety" (if any) in the
                           case of individuals includes their respective
                           personal representatives

                  (l)      "the Tenant" includes the successors in title of the
                           Tenant and its permitted assigns and in the case of
                           an individual includes his personal representatives

                  (m)      "the term" means the term of years granted by this
                           Lease

                  (n)      "VAT" means value added tax

                  (o)      "VAT Act 1994" means the Value Added Tax Act 1994

                  (p)      "VAT group" means two or more bodies corporate
                           registered as a group for VAT Purposes under section
                           43 VAT Act 1994

         (2)      (a)      Any reference to any Act of parliament includes any
                           extension modification or re-enactment for the time
                           being in force and every order


                                      -2-
<PAGE>
                           instrument regulation and direction and bye-law made
                           in pursuance of any such Act and/or deriving validity
                           from it

                  (b)      "the insured risks" means risks in respect of loss or
                           damage by fire lightening earthquake explosion heave
                           subsidence landslip aircraft (other than hostile
                           aircraft) and other aerial devices or articles
                           dropped from them riot and civil commotion and
                           malicious damage storm or tempest bursting or
                           overflowing of water tanks apparatus or pipes flood
                           impact by road vehicles where in the Landlords
                           opinion all or any of such risks are appropriate for
                           building insurance for a building similar to the
                           demised premises and not less than three years' loss
                           of rent in an amount to take into account potential
                           increases in rent in accordance with the rent review
                           provisions hereinafter contained and such other risks
                           or insurance as may from time to time be required by
                           the Landlord together with the Value Added Tax on the
                           cost and expense of repairing renewing rebuilding
                           reconstructing reinstating and carrying out any other
                           works to the demised premises or any part thereof as
                           a result of any damage or destruction suffered or
                           caused whether directly or indirectly by any such
                           risk

                  (c)      "the prescribed rate"' means a rate of interest of
                           four per centum per annum above the base rate from
                           time to time of The Royal Bank of Scotland plc or
                           such other clearing bank as the Landlord shall from
                           time to time specify or (in the event that base rates
                           are no longer published and used) such other
                           comparable rate of interest as (in default of
                           agreement) may be certified by a member for the time
                           being of the Institute of Chartered Accountants in
                           England & Wales (or if the said Institute shall cease
                           to exist such comparable body of professional
                           accountants as the Landlord may nominate) appointed
                           by the Landlord

                  (d)      Words importing the singular meaning shall include
                           the plural and vice versa

                  (e)      Words importing the masculine gender only shall
                           include the feminine and neuter and vice versa and
                           words importing persons shall include companies and
                           corporations and vice versa

         (3)      If the Landlord, the Tenant, the Surety (if any) or any other
                  surety for the Tenant shall at any time be more ftm one person
                  any reference to the Landlord, the Tenant, the Surety or such
                  other surety shall include a reference to each such person and
                  any covenant on the part of the Landlord, the Tenant, the
                  Surety or such other surety shall take effect as a joint and
                  several covenant

DEMISE

2.       IN CONSIDERATION of the rents reserved by this Lease and of the
         covenants on the part of the Tenant the Landlord DEMISES to the Tenant
         the demised premises


                                      -3-
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         TOGETHER WITH the rights specified in Part 2 of Schedule I in common
         with the Landlord and all others entitled to them but EXCEPT AND
         RESERVING unto the Landlord and others the rights specified in Part 3
         of Schedule I TO HOLD for the term of five years from and including the
         10th day of December 1998 ("the term commencement date") SUBJECT to the
         Tenant paying to the Landlord without any deduction the yearly rents
         set out in Schedule 11 at the time specified in Schedule 11 and all
         other rents hereby reserved AND SUBJECT also to the covenants
         agreements stipulations rights granted and all other matters contained
         in the deeds and documents referred to in entries numbered 1 and 2 of
         the Charges Register of the Landlord's title number WSX210174 insofar
         as they relate to the demised premises but not with the benefit of the
         covenants contained in the Conveyance dated 6th March 1931 made between
         Raymond Morphew (1) and Evelyn Mary Giles (2) insofar as they may still
         be enforceable

3.       THE Tenant COVENANTS with the Landlord:-

TO PAY RENTS

(1)      (a)      To pay the rents hereby reserved at the times and in the
                  manner herein provided without any deduction by Standing Order
                  to such Bank as the Landlord may from time to time specify

         (b)      If at any time or times during the term any of the rent(s)
                  hereby reserved or any part of them or other sum payable to
                  the Landlord under this Lease or any part thereof shall be in
                  arrear (whether the same shall have been legally demanded or
                  not) there shall at the option of the Landlord (without
                  prejudice to any other right or remedy to winch the Landlord
                  may be entitled in consequence of such default) be payable to
                  the Landlord by the Tenant if and when demanded by the
                  Landlord in writing (whether or not amounting to a legal
                  demand) additional rent equal to interest at the prescribed
                  rate on the whole of the amount of the said rent(s) or other
                  such sum from the due date for payment thereof until the date
                  of the payment of the whole of the amount thereof

TO PAY OUTGOINGS

(2)      To pay and discharge and indemnify the Landlord against all existing
         and future rates taxes assessments outgoings and impositions whatsoever
         (including all charges for gas electricity and telephone) now or at any
         time assessed levied charged or imposed on the demised premises or upon
         the occupier or owner thereof including a due proportion (which may be
         the whole) of such payments as may be assessed charged or payable on or
         in respect of any premises of winch the demised premises form part such
         amount to be determined by the Landlord's Surveyor whose decision shall
         (save as to any question of law and save in the case of manifest error)
         be final and binding

COMMON ITEMS


                                      -4-
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(3)      To pay a proper and reasonable amount (which may be the whole) (to be
         determined by the Landlord's Surveyor whose decision shall be final and
         binding) of all costs charges expenses and fees (including compensation
         for damage or disturbance) payable by either the Landlord the Tenant or
         any third party in respect of repairing (and making renewing rebuilding
         or altering in the event that repairing alone is not economically
         viable) cleansing and lighting all party walls ways roads pavements
         forecourts passages yards sewers drains pipes cables walls fences other
         structures not forming part of the demised and all Conducting Media and
         services used or enjoyed or to be used or enjoyed or capable of being
         used or enjoyed by the demised premises whether exclusively or in
         common with other premises or persons

TO COMPLY WITH INSURANCES

(4)      (a)      If the demised premises or any part of them is destroyed or
                  damaged by any peril or risk whatsoever forthwith to give
                  notice thereof to the Landlord as soon as such destruction or
                  damage shall come to the notice of the Tenant

         (b)      Not to do or omit anything whereby any policy or policies of
                  insurance for the time being in force in respect of or
                  including or covering this demised premises and/or the Estate
                  against any risk may become void or voidable or whereby the
                  rate of premium hereon may be increased and at all times to
                  comply with all the requirements of the insurers of the
                  demised premises

         (c)      Not to effect any insurance of the demised premises and to pay
                  forthwith to the Landlord or if the Landlord so requires to
                  apply in making good the loss or damage in respect of which
                  the same shall have been received all moneys becoming payable
                  to the Tenant under any insurance of the demised premises or
                  any part thereof effected by or on behalf of the Tenant or any
                  subtenant or other occupier of the demised premises

         (d)      In the event of the demised premises and/or any adjoining or
                  neighbouring premises of the Landlord or any part thereof
                  being destroyed or damaged by any of the insured risks and the
                  insurance money under any insurance against the same effected
                  thereon by the Landlord being wholly or partly irrecoverable
                  by reason solely or in part of any act neglect or default of
                  the Tenant its sub-tenants or other occupier of the demised
                  premises or their respective servants agents licensees or
                  invitees then and in every such case the Tenant will forthwith
                  pay to the Landlord the whole or (as the case may require) the
                  irrecoverable portion of the cost (including the costs of site
                  and debris clearance professional and other fees and
                  incidental expenses) of completely rebuilding and reinstating
                  the same

(5)      That nothing shall be done on the demised premises which may increase
         the premium payable for the insurance of the demised premises and/or
         the Estate or which may make void or voidable any policy for such
         insurance and in the event of any increased premium being payable as a
         result of anything done by the Tenant any sub-tenants or other


                                      -5-
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         occupier of the demised premises or their respective servants agents
         licensees or invitees to pay to the Landlord on demand the amount of
         such increased premium

TO MAINTAIN AND KEEP IN REPAIR

(6)      (a)      From time to time and at all times during the term well and
                  substantially to repair cleanse and put and keep in good and
                  substantial repair and condition the demised premises and all
                  additions thereto including (without prejudice to the
                  generality of the foregoing) the windows and doors and locks
                  and glass therein and the sash cords (if any) and the door
                  furniture and all cisterns and sanitary apparatus and the
                  structures walls roofs foundations gutters downpipes gullies
                  grids and covers and all wires and cables and all Landlord's
                  fixtures and fittings and appurtenances belonging to the
                  demised premises of whatsoever nature all gas electrical water
                  heating ventilation air conditioning and other installations
                  boilers plant machinery and equipment of whatsoever nature and
                  all Conducting Media within or exclusively serving the demised
                  premises and to replace all missing keys and renew all washers
                  to taps and ball valves (if any) as and when necessary and to
                  keep all water pipes and water fittings in the demised
                  premises protected from frost leakage or other occurrence and
                  to be responsible in all respects for all damage caused to the
                  demised premises or any other property (real or personal)
                  through bursting overflowing leaking or stopping up of such
                  pipes and fittings however occasioned

         (b)      To repair or replace forthwith by new articles of a similar
                  kind and quality any fixtures fittings plant equipment carpets
                  and other floor coverings (other than Tenant's trade fittings)
                  in the demised premises which shall be damaged worn out or
                  removed or which shall become unusable

         (c)      To clean the windows in the demised premises not less than
                  once in every month

         (d)      To the extent that such facilities exist at the demised
                  premises from time to time to enter into and maintain
                  contracts with persons experienced in such matters to inspect
                  maintain repair and if necessary or appropriate to renew or
                  replace any M boilers hot water central hearing sprinkler
                  ventilation and air conditioning apparatus plant equipment and
                  systems in the demised premises such persons to be previously
                  approved in writing by the Landlord such approval not to be
                  unreasonably withheld and on demand to produce to the Landlord
                  such contracts and all maintenance reports

TO PAINT EXTERIOR

(7)      In the last year of the term calculated from the term commencement date
         (whether determined by effluxion of time or otherwise) to bum off and
         otherwise prepare and thereafter to paint french polish or otherwise
         treat as the case may be with three coats of best quality material an
         the exterior of the demised premises usually or requiring to be painted
         french polished or otherwise treated with suitable material of such
         quality and


                                      -6-
<PAGE>
         colours as the Landlord may reasonably require in a proper and
         workmanlike manner and to wash down all tiles faiences glazed bricks or
         polished stone and similar washable surfaces and with every such
         outside painting to polish all outside parts of woodwork usually
         polished and to restore point and make good the brickwork stucco and
         stonework in all such cases carrying out such works to a reasonable
         standard of workmanship

TO PAINT INTERIOR

(8)      In the last year of the term calculated from the term commencement date
         whether determined by effluxion of time or otherwise to bum off and to
         paint grain varnish paper plaster and french polish or otherwise treat
         as the case may be the interior of the demised premises usually or
         requiring to be painted french polished or otherwise treated with two
         coats of best quality paint or polish or other suitable material of
         such quality and in the last year of the term howsoever determined of
         such colour as the Landlord may require in a proper and workmanlike
         manner and to wash down all tiles faiences glazed bricks and similar
         washable surfaces in all such cases carrying out all such works in
         accordance with a reasonable standard of workmanship

TO PERMIT THE LANDLORD TO ENTER

(9)      (a)      To permit the Landlord and its agents and workmen and all
                  other persons authorised by them at all reasonable hours in
                  the daytime on giving reasonable notice to enter the demised
                  premises to take inventories of the Landlords fixtures and
                  fittings and/or to view the state and condition of the demised
                  premises and to give or leave on the demised premises notice
                  in writing to the Tenant of all defects and wants of repair
                  and/or decoration and/or breach of any other covenants
                  contained in this Lease for which the Tenant shall be liable
                  hereunder

         (b)      Within three months after service of every notice of any
                  default or want of repair and/or decoration or of any breach
                  (whether continuing or past and whether or not waived) of any
                  covenant herein contained or sooner if requisite to repair and
                  make good the same or remedy such breach to the satisfaction
                  of tbL6 Landlord and that if the Tenant shall not within two
                  months after service of such notice or sooner if requisite
                  commence and proceed diligently with the execution of the
                  repairs and works or remedy the breach of covenant referred to
                  therein the Landlord may (but shall not be obliged to and
                  without prejudice to any other rights of the landlord in
                  relation to such breach (including the right of re-entry))
                  enter the demised premises with or without appliances and
                  execute such repairs and works or remedy such breach and the
                  proper cost thereof (including any legal costs and Surveyor's
                  fees and other charges costs and expenses incurred by the
                  Landlord in respect of such repairs and works and the
                  remedying of such breach on any such charge cost or expense)
                  shall immediately upon demand by the Landlord be repaid by the
                  Tenant to the Landlord and be recoverable forthwith as a debt
                  due from the Tenant to the Landlord

TO YIELD UP PREMISES AT THE END OF TERM


                                      -7-
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(10)     At the expiration or sooner determination of the term:

         (a)      quietly to yield up the demised premises in such repair and
                  decoration as is required by this Lease and in a clean and
                  tidy condition together with all fixtures and fittings
                  improvements and additions which now are or may be at any time
                  hereafter in or about the demised premises forthwith making
                  good all damage thereby occasioned by the removal of any
                  Tenants fixtures and fittings to the Landlord's reasonable
                  satisfaction

         (b)      if required by the Landlord to remove all partitioning
                  installed in the demised premises during the term and/or any
                  Tenant's fixtures and fittings and to make good to the
                  reasonable satisfaction of the Landlord all damage caused by
                  the removal of any partitions or other Tenant's fixtures and
                  fittings and that if the Tenant shall not have removed the
                  same before the determination of the term the Tenant shall
                  forthwith on demand pay to the Landlord a sum equal to the
                  cost or expense of removing the same and making good all
                  damage caused thereby on any such cost or expense, sum
                  calculated at a rate equal to the rent payable hereunder
                  immediately prior to the end or sooner determination of the
                  term in respect of the period taken to carry out such works
                  provided always that the Landlord shall carry out such works
                  with all due speed

NOT TO OBSTRUCT OR DAMAGE COMMON PARTS

(11)     (a)      To keep such parts (if any) of the demised premises as are
                  enjoyed in common with others or are unbuilt on and any road
                  pavement forecourt or other area entrance hall passageway
                  staircase or lift leading to or giving access to the demised
                  premises or over which the Tenant may enjoy rights of access
                  or use free from obstruction (permanent or temporary) and not
                  to damage or use the same in such manner as to cause any
                  nuisance damage or annoyance and not to cause or permit the
                  same to become untidy or unclean and not to cause or permit
                  any obstruction or damage to any Conducting Media in or
                  serving the demised premises or any premises of which the
                  demised premises form part or any adjoining adjacent or
                  neigbbouring premises or building and in the event of any such
                  obstruction or damage forthwith to make good the same to the
                  reasonable satisfaction of the Landlord

         (b)      (i)      Not to leave or permit or suffer to be left any
                           vehicle goods or other articles upon any forecourt
                           space road or footpath forming part of or near to the
                           demised premises save for the purpose of the loading
                           and unloading of goods from or into the demised
                           premises from any such forecourt space road or
                           footpath forming part of the demised premises but for
                           so long only as shall be required for such loading
                           and unloading to be effected but not so as to cause
                           or to permit any obstruction of the same

                  (ii)     Not knowingly to allow any vehicle to park upon any
                           part of the Development other dm such part thereof as
                           may have been designated by


                                      -8-
<PAGE>
                           the Landlord for that purpose and not to use any Car
                           Parking Space otherwise than for the parking of motor
                           cars of a size reasonably contained in that Car
                           Parking Space

AS TO STATUTES

(12)     (a)      At the Tenant's cost at all times to comply in all respects
                  with and do anything required under all Acts of Parliament
                  both present and future and every notice direction order
                  regulation bye-law and condition already or hereafter to be
                  made by any public local or other authority or body so far as
                  they may relate to or affect the Tenant and/or any occupier of
                  the demised premises and for relate to or affect the demised
                  premises and/or the user thereof and/or the employment or
                  residence therein of any person and/or the use of any plant
                  machinery fixtures or chattels therein and to execute any
                  works and do any thing required to be executed or done
                  (whether by the Tenant or any other person) thereunder by any
                  competent person and to indemnify the Landlord against all
                  liability and expense whatsoever arising out of or in
                  connection with such enactments or of or incidental to the
                  execution of such works or thing

         (b)      Forthwith upon becoming aware of the same to give notice in
                  writing to the Landlord Of any defect in the state of the
                  demised premises which would or might give rise to an
                  obligation m the Landlord to do or refrain from doing any act
                  or thing in order to comply with the duty of care imposed m
                  the Landlord pursuant to the Defective Premises Act 1972 and
                  indemnify and keep indemnified the Landlord from and against
                  any losses claims actions costs or demands arising from a
                  failure to give such notice and at all times to display and or
                  require all notices which the Landlord may from time to time
                  display or require to be displayed at the demised premises

         (c)      Within seven days of the receipt of notice of the same to give
                  full particulars to the Landlord of any permission notice
                  order or proposal for a notice or order relevant to the
                  demised premises and/or the use or condition thereof or
                  otherwise concerning any lessor lessee or occupier thereof
                  made given or issued to the Tenant or the occupier of the
                  demised premises by any Government Department or Public or
                  Local Authority and if so required by the Landlord to produce
                  such permission notice order or proposal to the Landlord and
                  without delay to take all reasonable or necessary steps to
                  comply therewith and also at the request and joint cost of the
                  Landlord and the Tenant to make or join with the Landlord in
                  making such objections or representations against or in
                  respect of any such notice order or proposal as aforesaid as
                  the Landlord shall deem expedient

         (d)      To pay to the Landlord upon demand all proper and reasonable
                  costs charges and expenses (including Surveyors Architects and
                  other professional advisers fees) properly and reasonably
                  incurred by the Landlord of or incidental to:


                                      -9-
<PAGE>
                  (i)      complying with all provisions and requirements of any
                           and every Act of Parliament or prescribed or required
                           by any Public Local or other Authority and

                  (ii)     executing all works and providing all arrangements
                           which may be directed or required as aforesaid

                  so far as the same relate to the Tenant's use and occupation
                  of the demised premises and/or any premises capable of being
                  used or enjoyed by the Tenant in common of jointly with any
                  other person or persons of the user thereof

AS TO PLANNING ACTS

(13)     (a)      Not to carry out on the demised premises any development
                  within the meaning Of the Planning Acts

         (b)      During the term so often as occasion shall require at the
                  expense in all respects of the Tenant to obtain all such
                  licences planning consents and other permissions (if any) as
                  may be required for the use of the demised premises for the
                  purposes permitted by this Lease or the institution or
                  continuance by the Tenant thereon of any use

         (c)      At all times during the term to comply in all respects with
                  the Planning Acts and to keep the Landlord indemnified in
                  respect of any breach of them

         (d)      Not to make any application for or appeal in respect of any
                  development or continuance of use or retention of development
                  or for or in respect of any certificate or determination in
                  relation to any development or use nor to object to any such
                  application made by or on behalf of the Landlord but at its
                  own expense to support the same and to make or join in making
                  such representations as the Landlord may deem expedient in
                  respect thereof

         (e)      Not otherwise Um at the direction of the Landlord to enter
                  into any agreement under Section 106 of the Town and Country
                  Planning Act 1990 or any other similar planning agreement

         (f)      Not without the consent of the Landlord to serve any notice
                  under Part VI of the Town and Country Planning Act 1990

         (g)      Not to implement any planning consent unless the same has been
                  submitted to and approved in writing by the Landlord

         (h)      To deliver to the Landlord a copy of every notice order
                  direction consent or refusal or other thing affecting the
                  demised premises within seven days of the receipt thereof by
                  the Tenant


                                      -10-
<PAGE>
         (i)      Not to serve any purchase notice under the Planning Acts or
                  otherwise require any local or other competent authority to
                  purchase the Tenant's interest

         (j)      To comply with any enforcement notice or stop notice forthwith
                  when the same shall be made or issued by any local or other
                  competent authority unless the same may be the subject-of any
                  appeal

         (k)      If and when called upon to do so to produce to the Landlord
                  such plans documents and other evidence as the Landlord may
                  reasonably require m order to satisfy itself that the
                  provisions of this sub-clause have in all respects been
                  complied with

NOT TO PERMIT ENCROACHMENTS

(14)     Not to stop up darken or obstruct any window or light belonging to the
         demised premises or any other building belonging to the Landlord and
         not to permit any new window light opening doorway path passage drain
         or other encroachment or easement to be made or acquired on against or
         affecting the demised premises and if any such matter shall be made or
         acquired or attempted to be made or acquired to give immediate notice
         to the Landlord and at the Landlord's request but at the joint cost of
         the Tenant and the Landlord to adopt such means as may reasonably be
         required by the Landlord for preventing any such encroachment or the
         acquisition of any such easement

AS TO FIRE REGULATIONS

(15)     (a)      To provide adequate means of escape in cases of fire for the
                  persons employed to work in the demised premises and to
                  maintain and keep the same free from obstruction and to
                  provide effective means of giving warning in case of fire and
                  otherwise to comply with all requirements of the appropriate
                  authority in relation to the means of escape from the demised
                  premises in case of fire or otherwise

         (b)      To keep installed in compliance with legal requirements fire
                  fighting and extinguishing apparatus fire alarms and other
                  necessary equipment open to the inspection of the Landlord and
                  not to obstruct or permit or suffer to be obstructed the
                  access to or means of working the same

NOT TO BRING PROCEEDINGS

(16)     Not at any time during the term to bring any action or make any claim
         or demand against the Landlord or any person deriving title under the
         Landlord on account of any injury to the demised premises in
         consequence of the erection of any building on any land adjacent
         neighbouring or opposite to the demised premises for which the Landlord
         shall have given its consent or in respect of any easement right or
         privilege granted or to be granted by the Landlord for the benefit of
         any land and/or building adjacent neighbouring or opposite to the
         demised premises and (if required) to concur with the Landlord at its
         expense in any consent which it may give or any grant which it may make


                                      -11-
<PAGE>
TO PERMIT LANDLORD TO ENTER TO CARRY OUT WORKS

(18)     (a)      To permit the Landlord and its agents and all others
                  authorised by it (including any mortgagee or prospective
                  mortgagee or purchaser of any reversionary interest during the
                  term) with or without workmen and others at all reasonable
                  turn during the term on giving reasonable prior written notice
                  (except in case of emergency) to enter upon the demised
                  premises for any lawful purpose and in particular in order to
                  inspect and measure the same and ascertain how the same are
                  being used and occupied and to estimate the value thereof for
                  insurance and mortgage or other purposes and to inspect repair
                  renew enlarge replace relay or remove any Conducting Media or
                  attachments or cables for radio or television relay purposes
                  as often as occasion may require

         (b)      To permit the Landlord and its agents at any time within six
                  months before the expiration or sooner determination of the
                  contractual term granted by this Lease at any tune in the
                  event of the Landlord wishing to dispose of its interest in
                  the demised premises on giving not less than forty-eight
                  hours' written notice to enter the demised premises and affix
                  on any suitable part thereof notice boards or bills for
                  re-letting or selling the same and not to remove or obscure
                  the same and to permit all persons by order in writing of the
                  Landlord or its agents to view the demised premises at
                  reasonable hours in the daytime

         (c)      To permit the agents workmen and others employed by the
                  Landlord and by any of the tenants or occupiers of adjoining
                  adjacent or neigbbouring premises or building at times in the
                  daytime during the term and upon prior written notice (except
                  in case of emergency) to enter upon the demised premises for
                  the erection inspection or repair replacement renewal
                  decoration extension enlargement and cleansing of any
                  adjoining adjacent or neighbouring premises or buildings and
                  to cleanse empty and repair replace and renew any Conducting
                  Media serving or belonging to the demised premises and/or any
                  adjoining adjacent or neigbbouring premises or buildings as
                  often as occasion may require the Landlord or the tenants or
                  occupiers aforesaid as the case may be malting good any damage
                  done to the demised premises the Tenant's stock, equipment and
                  fixtures and fittings by such agents workmen and others by
                  reason of such entry

         (d)      To permit the Landlord and its agents and all others
                  authorised by it with or without workmen and appliances to
                  enter on the demised premises in order to prevent a forfeiture
                  of any superior lease for the time being affecting the demised
                  premises or any part thereof and to exercise any rights hereby
                  excepted and reserved

NOT TO ALTER ELECTRICS

(19)     That no alteration or addition shall be made to any electrical or gas
         installations in the demised premises save with the Landlord's consent
         and any alteration to which the


                                      -12-
<PAGE>
         Landlord consents shall be carried out in accordance with the terms and
         conditions laid down by the relevant electricity or gas supply
         authorities

NOT TO ALTER

(20)     (a)      That no additional or substituted building or erection shall
                  be placed or erected on the whole or any part of the demised
                  premises and not to merge the demised premises with any
                  adjoining premises or cut maim or injure the demised premises
                  or any part thereof or cause or permit to be caused any waste
                  spoil or destruction to in or upon the demised premises or any
                  part thereof and no alteration or addition shall be made to
                  the structure and/or the exterior of the demised premises

         (b)      That no change or alteration shall be made in or to the
                  existing design or appearance of the demised premises (save as
                  hereinafter mentioned)

         (c)      That no alteration or addition structural or otherwise shall
                  be made in or to the demised premises except non-structural
                  alterations for which the Tenant has obtained the previous
                  consent in writing of the Landlord (not to be unreasonably
                  withheld or delayed) and which shall be carried out in
                  accordance with drawings and specifications previously
                  submitted to and approved in writing by the Landlord such
                  approval not to be unreasonably withheld or delayed and the
                  Landlord may as a condition of giving any such consent require
                  the Tenant to enter into such covenants with the Landlord as
                  the Landlord may reasonably require with regard to the
                  execution of any such works and the reinstatement of the
                  demised premises at the determination of the term but the
                  Tenant may without obtaining such consent from the Landlord
                  erect alter and remove demountable non structural partitions
                  but the Tenant must within one month of completion of such
                  works of partitioning supplying to the Landlord three sets of
                  and specifications of such works

AS TO SIGNS

(21)     That no aerial sign post mast fascia placard bill notice or other
         structure or thing whatsoever shall be placed affixed or exhibited on
         or to the outside of the demised premises or on the inside so as to be
         visible from the outside except a sip stating the name and nature of
         the Tenant's business of a shape size and design and in a position to
         be approved by the Landlord (such approval not to be unreasonably
         refused or delayed) and on the expiration or sooner determination of
         the term on being requested by the Landlord to remove such matters as
         aforesaid and to make good any damage caused thereby to the reasonable
         satisfaction of the Landlord

PROHIBITIONS AS TO USER

(22)     That nothing shall be done brought permitted or kept on the demised
         premises of a dangerous combustible inflammable radioactive explosive
         or offensive nature or the keeping or allowing of which may at law
         constitute a nuisance or require the licence or


                                      -13-
<PAGE>
         consent of any local or other competent authority or which shall or may
         in the Landlord's opinion be or become a nuisance damage annoyance or
         inconvenience to any person or which may in the Landlord's reasonable
         opinion be injurious to the value tone amenity or character of the
         demised premises and/or adjoining adjacent or neighbouring premises and
         that no dust fumes smell or noise will be created which would in the
         Landlord's reasonable opinion be a nuisance or annoyance to or
         injurious to local amenity and that no congestion will be caused in any
         highway or road, adjoining or adjacent to the demised premises by
         vehicles parked or waiting to load goods and not to keep any bird
         animal or reptile or other creature on the demised premises and not to
         allow any goods or other articles to be displayed exposed or placed in
         on or outside the doors windows balconies or other parts of the demised
         premises or on any flat roof

NOT TO OVERLOAD

(23)     That the floors and/or structures of the demised premises shall not be
         overloaded and that nothing shall be done or brought thereon which may
         in the Landlord's opinion cause damage or strain to the floors ceilings
         or structure of the demised premises or of any building of which they
         form part and that no machinery whatsoever shall be installed or kept
         in the demised premises save such reasonable machinery as shall be
         usual in connection with the use permitted by this Lease

AS TO USER

(24)     (a)      That neither the demised premises nor any part thereof shall
                  be used for any illegal or immoral purpose or any noisy
                  noisome or offensive trade or business or as a public house
                  beer shop hefting shop or public place of amusement or for any
                  use connected with the motor trade (including motor engineers
                  panel beaters and paint sprayers) or for residential purposes
                  and that the Tenant will not hold or permit any sale by
                  auction or any public meeting on the demised premises

         (b)      Not to use the demised premises otherwise than for a use
                  within classes B1 B2 and/or B8 of the Town and Country
                  Planning (Use Classes) Order 1987 and for no other or purposes
                  but there shall not be implied any warranty or other
                  obligation representation on the part of the Landlord that
                  such is the permitted use for the purpose of the Planning Acts
                  and notwithstanding that any such use is not a permitted use
                  the Tenant shall remain fully bound and liable to the Landlord
                  in respect of the obligations undertaken by the Tenant by
                  virtue of this Lease without any compensation recompense or
                  relief of any kind whatsoever

PROVISIONS AS TO ALIENATION

(25)     (a)      Save as hereinafter provided not to assign mortgage underlet
                  agree to underlet part with or share the possession or
                  occupation of or hold on trust for any third party the whole
                  or any part of the demised premises


                                      -14-
<PAGE>
         (b)      That no interest (howsoever remote) derived out of the term
                  shall be created upon payment of a fine or premium or at a
                  rent of less than the open market rent

         (c)      That the Landlord and the Tenant agree that the Landlord may
                  grant consent to an assignment subject to any one or more of
                  the following conditions (which are specified for the purposes
                  of section 19(IA) of the Landlord and Tenant Act 1927):

                  (i)      that before the assignment the Tenant enters into and
                           unconditionally delivers to the Landlord an
                           authorised guarantee agreement (as defined in section
                           16 of the Landlord and Tenant (Covenants) Act 1995),
                           such agreement to be a deed and to contain the
                           provisions set out in Schedule M but with the
                           amendments to those provisions set out in Schedule IV

                  (ii)     that before the assignment any person (other than a
                           former Tenant) who at the time of the application for
                           the consent is guaranteeing the obligations and
                           liabilities under this Lease of the Tenant covenants
                           by deed with the Landlord that the Tenant shall
                           perform its obligations under the authorised
                           guarantee agreement required under paragraph (i)

         (d)      That if the Tenant desires to assign or underlet the demised
                  premises as a whole and it shall (on each occasion) procure

                  (1)      that any intended assignee shall covenant with the
                           Company to observe and perform the covenants and
                           conditions set out in Clause 4 of this Lease

                  (2)      if the intended assignee shall be a private limited
                           liability company that not more than two of its
                           directors shall if the Landlord so requires act as
                           sureties for such company and shall (inter alia)
                           jointly and severally covenant with the Landlord in
                           the form set out in Schedule III hereto (mutatis
                           mutandis)

                  (3)      that prior to granting any underlease the Tenant
                           shall first obtain an Order from the relevant County
                           Court authorising the inclusion in such underlease of
                           an agreement excluding the provisions of Sections 24
                           to 28 (inclusive) of the Landlord and Tenant Act 1954
                           from applying to that Underlease and that the
                           underlease includes such an agreement

                  (4)      that any intended underlessee shall covenant with the
                           Landlord:-

                           (i)      not to assign underlet or part with or share
                                    the possession or occupation of or hold in
                                    trust for any third party the demised
                                    premises or any part thereof (save as
                                    mentioned in sub-clause (ii) hereof) and


                                      -15-
<PAGE>
                           (ii)     not to assign the whole of the premises the
                                    subject of such underletting without the
                                    Landlord's consent (such consent not to be
                                    unreasonably withheld)

                           (iii)    to perform and observe the covenants and
                                    conditions (other than the covenant to pay
                                    rent) contained in this Lease

         (d)      To include in every underlease granted by the Tenant a
                  condition for re-entry on ft breach of any covenant on the
                  part of the underlessee and covenants, rights and conditions
                  in like form to those contained in this Lease

         (e)      Not to permit any breach by any underlessee of any of such
                  provisions as aforesaid contained in any underlease and at all
                  times strictly to enforce the same

         (f)      Not to grant any underlease or enter into any agreement or
                  arrangement with any underlessee which provides for the
                  payment of the rent thereby reserved (but not insurance or
                  service charge rent) more than three months In advance

         (g)      Not to assign or underlet the whole of the demised premises
                  without the prior written consent of the Landlord which is not
                  to be unreasonably withheld or delayed

REGISTRATION OF DISPOSITIONS

(26)     Within one month after any disposition or dealing with any interest in
         the demised premises to give notice thereof to the Solicitor to the
         Landlord and to pay to him a fee of Twenty Five pounds for the
         registration thereof and at the same dm to produce a certified copy of
         such disposition

BREACH OF COVENANTS AND SECTION 146 NOTICES

(27)     To pay to the Landlord all proper and reasonable costs charges and
         expenses (including legal costs and surveyor's fees) which may be
         properly and reasonably incurred by the Landlord and any superior
         landlord (a) in or in contemplation of any proceedings under Sections
         146 or 147 of the Law of Property Act 1925 notwithstanding that
         forfeiture is avoided otherwise than by relief granted by the Court (b)
         in connection with the preparation and service of a Schedule of
         Dilapidations whether during or at the end or sooner determination of
         the term and (c) in connection with any application by the Tenant for
         any licence or consent whether or not the same shall be granted

TO COMPLY WITH MATTERS AFFECTING FREEHOLD

(28)     To observe and perform the agreements covenants and stipulations
         contained or referred to entries numbered 1 and 2 of the Charges
         Register of the Landlord's title member WSX210174 insofar as they
         relate to the demised premises and to keep the Landlord indemnified
         against all actions proceedings costs claim and demands in any way
         relating thereto


                                      -16-
<PAGE>
TO NOTIFY APPOINTMENT OF RECEIVERS OR LIQUIDATORS

(29)     To procure that in the event of any receiver being appointed in respect
         of the Tenant or of any of its assets or of a resolution being passed
         for the voluntary liquidation of the Tenant or of the presentation of a
         petition for compulsory liquidation then notice in writing thereof
         shall be given to the Landlord such notice to contain full details of
         any receiver or liquidator appointed

TO INDEMNIFY LANDLORD

(30)     To keep the Landlord fully and effectively indemnified from and against
         all liabilities costs claims proceedings losses damages and expenses
         (whether in respect of physical or financial loss or any injury to or
         the death of any person or damage to any property moveable or
         immoveable or the infringement disturbance or destruction of any right
         or easement or otherwise) arising directly or indirectly out of or in
         respect of.-

         (a)      (i)      Any use or occupation of the demised premises (or any
                           act default or omission thereon or in respect
                           thereof) by the Tenant any sub-tenant or their
                           respective licensees servants agents or invitees or
                           in the execution of any alterations or additions to
                           the demised premises by the Tenant any sub-tenant or
                           their respective licensees servants agents or
                           invitees or

                  (ii)     Any interference or alleged interference or
                           obstruction of any right or alleged right of light
                           air drainage or other right or alleged right now
                           existing for the benefit of any adjoining adjacent or
                           neigbbouring property by the Tenant any sub-tenant or
                           their respective licensees servants agents, or
                           invitees or

         (b)      The state of repair and/or condition and/or existence of any
                  alteration to the demised premises carried out or in the
                  course of being carried out to the demised premises by the
                  Tenant any sub-tenant or their respective licensees servants
                  agents or invitees or

         (c)      Any act or default of the Tenant any sub-tenant or the
                  respective licensees servants agents or invitees or

         (d)      Any matters arising out of the provisions of Section 4 of the
                  Defective Premises Act 19-72

AS TO SURETIES

(31)     Within 28 days of the death. during the term of any person who has or
         shall have guaranteed to the Landlord the payment of the rents hereby
         reserved and the observance and performance of the covenants on the
         part of the Tenant herein contained or of such person becoming bankrupt
         or having a Receiving Order or an Interim Order under Part VIII of the
         Insolvency Act 1986 made against him or being a Company suffed4 a
         Receiver to be appointed passing a resolution to wind up or entering
         into liquidation or


                                      -17-
<PAGE>
         having an Administration Order made against it then to give notice
         thereof to the Landlord and if so required by the Landlord at the
         expense of the Tenant within twenty-eight days to procure some other
         person acceptable to the Landlord to execute a Guarantee in respect of
         the payment of the said rents and the-observance and performance of the
         said covenants in the form set out in Schedule M hereof (mutatis
         mutandis)

TO PAY LANDLORD'S COSTS

(32)     To pay to the Landlord m demand all proper and reasonable costs charges
         expenses (including legal and surveyors' and other professional costs)
         and fees including Bailiffs' costs properly and reasonably incurred by
         the Landlord plus Value Added Tax thereon for or in connection with the
         levy of a distress for the rents payable hereunder or any part thereof
         or as a result of the Bailiff being paid the said rents or any part
         thereof whether or not any distress in the event be levied or otherwise
         for or in connection with the recovery pf arrears of the said rents or
         the moneys payable by the Tenant hereunder

VALUE ADDED TAX

         (a)      If any VAT is chargeable on any supply under or pursuant to
                  this Lease, the Tenant shall pay by way of additional
                  consideration the amount of that VAT

         (b)      Without limiting sub-clause (a) above, each sum reserved or
                  payable by the Tenant under this Lease is exclusive of VAT (if
                  any) and is accordingly to be construed as a reference to that
                  sum plus any VAT in respect of it, and where any sum is
                  reserved as rent, the VAT is also reserved as rent

         (c)      If VAT is chargeable on any supply made by-the Landlord to the
                  Tenant for which a sum is not reserved or payable under this
                  Lease, the Tenant shall pay that VAT to the Landlord against
                  issue of a VAT invoice.

         (d)      Where under this Lease, the Tenant is obliged:

                  (i)      to make any payment to the Landlord or any other
                           person (including, without limitation, by way of
                           service charge, indemnity or reimbursement) by
                           reference to any amount incurred or which will or may
                           be incurred by the Landlord or any other person; or

                  (ii)     otherwise to pay all or part of the consideration for
                           any supply made to the Landlord or any other person,

                  then without prejudice to sub-clauses (a) to (c) above, the
                  Tenant shall be obliged to pay an amount equivalent to any VAT
                  in respect of the amount or consideration except to the extent
                  that the VAT is recoverable by the Landlord or any other
                  person as appropriate.


                                      -18-
<PAGE>
         (e)      For the purposes of sub-clause (d) above, VAT is recoverable
                  by a person, if that person (or any company treated as a
                  member of the same VAT group as that person) is entitled to
                  credit for it as input tax under sections 25 and 26 VAT Act
                  1994. For the avoidance of doubt, VAT is not recoverable by a
                  person only because he could elect to waive exemption, but has
                  not done so.

         (f)      Where for the purposes of this Lease it is necessary to
                  calculate or estimate the cost or value of anything, including
                  any building, structure, work, item, act or same, the cost or
                  value shall be calculated or estimated so as to include any
                  VAT which will or may be incurred in addition.

         (g)      The Landlord shall issue the Tenant with a proper VAT invoice
                  in respect of any supply by the Landlord to the Tenant

4.       THE TENANT COVENANTS with the Company and separately with the Landlord:

TO PAY SERVICE CHARGE

(1)      To pay to the Company the Service Charge and the Interim Payment (in
         each case as defined in Schedule V hereto) forthwith on demand and to
         make the Interim Payment on account of the Service Charge half yearly
         in advance on the first day of January and the first day of July in
         each year or by such other installments or on such other dates as the
         Company may from tune to time specify and any other payments due in
         accordance with the provisions of Schedule V hereto PROVIDED THAT if
         any of the monies referred to in this clause shall not be paid m the
         date on which they are payable the Tenant shall in addition pay
         interest thereon at the prescribed rate from such date until the date
         of payment thereof as well after as before any judgement

COMMON PARTS

(2)      (a)      Not to cause the Common Parts to become untidy or unclean and
                  not to cause or permit any obstruction or damage to any
                  Conducting Media in or serving the Property or any other
                  premises in the Development and in the event of any such
                  obstruction or damage forthwith to make good the same to the
                  satisfaction of the Landlord and/or the Company

         (b)      Not to park or permit any vehicles to be parked in any part of
                  the Common Parts save the Car Parking Spaces mentioned in Part
                  2 of Schedule I hereto

         (c)      Not to use or permit to be used the Common Parts and/or the
                  Car Parking Spaces mentioned in sub-clause (b) above for the
                  storage of goods vehicles plant and equipment and to use the
                  said Car Parking Spaces solely for the parking of private
                  motor cars

         (d)      Not to do or suffer any act or thing whereby any of the Common
                  Parts may be damaged or obstructed or use or suffer the same
                  to be used in such manner as to cause in the opinion of the
                  Landlord of the Company any nuisance damage or


                                      -19-
<PAGE>
                  annoyance to the Landlord and/or the Company or other tenants
                  owners or occupiers of any other parts of the Estate

TO DISPOSE OF REFUSE

(3)      To dispose of refuse from time to time in a neat and efficient manner
         in the areas so provided for that purpose by the Company (if any) and
         so as not to cause any nuisance or annoyance to any other tenants
         owners or occupiers in the Development in accordance with the
         directions of the Company

TO COMPLY WITH REGULATIONS

(4)      To comply with all such reasonable regulations as the Landlord and/or
         the Company may make from time to time for the management of the Estate

5.       THE Landlord COVENANTS with the Tenant

QUIET ENJOYMENT

(1)      That the Tenant paying the rent hereby reserved and performing and
         observing the covenants m the part of the Tenant herein contained shall
         and may peaceably and quietly hold and enjoy the demised premises for
         the term without any interruption by the Landlord or any person
         lawfully claiming under or in trust for the Landlord

TO INSURE

(2)      (a)      That the Landlord will subject to ft terms of such insurance
                  and to it not being vitiated by any statement act or omission
                  of the Tenant any sub-tenant or other occupier of the demised
                  premises or any part thereof or their respective servants
                  agents or invitees keep the demised premises (but excluding
                  Tenant's fixtures and fittings) insured against the insured
                  risks (subject to insurance against such risks being available
                  at reasonable cost in the United Kingdom and subject to such
                  limitations excesses and exclusions as the insurers may
                  impose) in such office in such names and in such sum
                  (including Architects' and Surveyors' and other professional
                  fees and the cost of shoring up demolition and site clearance
                  and incidental expenses and VAT) as the Landlord may deem
                  expedient and to produce to the Tenant on request a certified
                  copy or details of the policy of insurance but not more than
                  one in every year and evidence of payment of the current
                  year's premium and subject to all planning and other consents
                  permissions or approvals necessary to enable the Landlord so
                  to do having been obtained as soon as possible apply all
                  insurance monies received by the Landlord (except any moneys
                  in respect of loss of rent which shall be retained by the
                  Landlord for its own use and benefit) in rebuilding and
                  reinstating the demised premises or such part thereof as shall
                  be destroyed or damaged as soon as practicable

         (b)      If the rebuilding and/or reinstatement of the demised premises
                  as hereinbefore shall be frustrated or prevented (whether
                  because any competent authority shall


                                      -20-
<PAGE>
                  lawfully refuse permission for or otherwise prevent such
                  rebuilding or reinstatement or for any other reason) for a
                  period exceeding three years then all relevant insurance
                  moneys (so far as unapplied as aforesaid) shall belong
                  beneficially to the Landlord

6.       THE Company hereby covenants with the Tenant and separately with the
         Landlord:-

TO INSURE COMMON PARTS

(1)      That (subject to payment by the Tenant of the Interim Payment and the
         Service Charge herein provided) the Company will (unless such insurance
         shall be vitiated by any statement act or omission of the Tenant any
         sub-tenant other occupier of the Estate or any part thereof or their
         respective servants agents invitees) keep the Common Parts insured
         against the insured risks (subject to insurance against such risks
         being available at reasonable cost in the United Kingdom and subject to
         such limitations or exclusions as the insurers may impose) in the full
         reinstatement value thereof (including Architects' Surveyors' and other
         professional fees and the cost of shoring up demolition and site
         clearance and other expenses) in a reputable insurance office and to
         produce to the Tenant on request (but not more than once in any year) a
         copy of the policy of insurance and the receipt for the current year's
         premium and subject to all planning and other consents permissions or
         approvals necessary to enable the Company so to do as soon as possible
         apply all insurance moneys received by the Company in respect thereof
         in rebuilding and reinstating the Common Parts or such part thereof as
         shall be destroyed or damaged as soon as practicable

TO REPAIR AND MAINTAIN COMMON PARTS

(2)      That (subject as aforesaid) the Company will:-

         (a)      Keep and maintain or endeavour to procure that there is kept
                  or maintained in good and substantial repair and condition the
                  Common Parts (including in particular the resurfacing cleaning
                  and repairing of the Access Roads and the Car Parking Spaces
                  as required from time to time) and all walls (including
                  perimeter walls and party walls) fences and gates and the
                  Conducting Media (insofar as they are not the responsibility
                  of the Tenant or any other occupant of the Estate)

         (b)      Keep the Common Parts reasonably cleaned and lighted

         (c)      Keep neat and tidy and properly planted and cultivated the
                  planted areas in the Common Parts (if any)

         (d)      Do such acts and things necessary to comply with the statutory
                  requirements of the Local Authority the Fire Authority and any
                  other relevant authority or person in relation to the Common
                  Parts

         PROVIDED ALWAYS that the Company shall be deemed to have complied with
         the covenants on its part herein contained if they are performed by any
         third party but the


                                      -21-
<PAGE>
         Company shall not be liable to the Tenant for the temporary failure to
         provide the services set out in the above covenants due to the act or
         default of the Company's employees and/or contractors and/or any other
         circumstances beyond the control of the Company (save to the extent
         that the Company is able to recover its loss from its insurers)

7.       PROVIDED always

         PROVISO FOR RE-ENTRY

(1)      (a)      If any of the rents hereby reserved or any part thereof shall
                  be unpaid for 21 days after becoming due (whether formally
                  demanded or not) or

         (b)      if there shall be any breach of any Tenants covenants herein
                  contained or

         (c)      if the Tenant shall:-

                  (i)      enter into any arrangement or composition or scheme
                           for the benefit of its creditors or apply to the
                           Court for an Interim Order under Part VIII of the
                           Insolvency Act 1986 or

                  (ii)     permit any execution to be levied on the demised
                           premises or

                  (iii)    be unable (or has no reasonable prospect of being
                           able) to pay a debt within the meaning of Sections
                           267 and/or 268 and/or 269 of the Insolvency Act 1986
                           or (not being a company) shall become insolvent or
                           bankrupt or have a Bankruptcy Order or have an
                           Interim Order under Part VIII of the Insolvency Act
                           1986 made against him or if the Tenant is more than
                           one person all or any of such persons or

                  (iv)     (being a company) enter into liquidation (whether
                           compulsory or voluntary save for the purpose of
                           amalgamation or reconstruction without insolvency) or
                           have an Administration Order made against it or if a
                           Receiver shall be appointed of the Tenant

                  the Landlord may in any such case enter the demised premises
                  or any part thereof in the name of the whole and thenceforth
                  peaceably hold and enjoy the same as if these presents had not
                  been made but without prejudice to any right of action or
                  remedy of the Landlord in respect of any antecedent breach of
                  any of the covenants by the Tenant herein contained

         (d)      In this Lease the words "Composition" "Scheme" Bankruptcy
                  Order" and "Administration Order" shall have the meanings
                  given to them in the Insolvency Act 1986 or any statutory
                  re-enactment modification or amendment thereof

NO RIGHTS OF LIGHT


                                      -22-
<PAGE>
(2)      Nothing herein contained shall by implication of law or otherwise
         operate or be deemed to confer on the Tenant any easement right or
         privilege whatsoever save as herein expressly provided over any
         adjoining adjacent or neigbbouring property or premises now or
         hereafter belonging to the Landlord and in particular but without
         prejudice to the generality of the foregoing no such easement right or
         privilege which restrict or prejudicially affect the future building
         rebuilding alteration use or development of such property and the
         Landlord and/or any person authorised by the Landlord shall have the
         right at any time to carry out such works or to pull down and rebuild
         any such adjoining adjacent or neighbouring property or premises as it
         may deem fit without obtaining any consent from or making any
         compensation to the Tenant on account thereof nor shall the Tenant be
         entitled to compensation for any damage annoyance inconvenience or
         disturbance caused thereby

CESSER OF RENT

(4)      If the demised premises shall be so destroyed or damaged by any of the
         insured risks as to be unfit for occupation and use and provided that
         the insurance of the demised premises shall not have become void or
         voidable whether in whole or part as a result of any act or omission of
         the Tenant or its sub-tenants or other occupier of the demised premises
         or any of their respective servants agents or invitees the yearly rent
         payable hereunder or a due proportion according to the nature and
         extent of the damage sustained shall forthwith cease to be payable
         until the demised premises shall be rebuilt or reinstated so as to be
         fit for occupation and use

STATUTORY COMPENSATION

(5)      Upon quitting the demised premises the Tenant shall not be entitled to
         any compensation whatsoever whether under the provisions of any
         legislation enacted before or after the date hereof or otherwise
         Provided that this clause shall apply only if and so far as it is
         lawful for the parties hereto to make such agreement and shall not
         extend to any claim against the Landlord for breach of covenant

NOTICES

(6)      Section 196 of the Law of Property Act 1925 shall apply to all notices
         served hereunder but shall be extended so that (a) where the Tenant
         comprises more than one person service of any notice on any one of them
         shall be deemed service on all of than and also upon any guarantor of
         the Tenant and (b) any notice may be served by posting it in a pre-paid
         registered or recorded delivery envelope addressed in the case of the
         Tenant to its registered office (if any) or to the demised premises and
         in the case of the Landlord to its registered office (if any) or other
         last known address and shall be deemed to have been served on the day
         after that on which it is posted and in proving such service it shall
         be sufficient to prove that the envelope containing the notice was
         properly addressed stamped and posted

NO IMPLIED EASEMENTS


                                      -23-
<PAGE>
(7)      Nothing herein contained shall operate expressly or impliedly to confer
         upon or grant to the Tenant any easement right or privilege other than
         those expressly hereby granted and set out in Part 2 of Schedule I
         hereto (if any)

DISPUTES

(8)      In case any dispute shall arise between the Tenant and the owners
         tenants or such occupiers of such premises relating to party walls
         Conducting Media or to any other structures appurtenances or
         attachments whatsoever the Landlord may determine every such dispute in
         such manner as the Landlord reasonably thinks fit and the Tenant will
         submit to and abide by every such determination

HEADINGS

(9)      The headings are for convenience of reference only and shall not form
         part of nor affect the wording of this Lease

ENFORCEMENT OF COVENANTS

8.       THE Landlord hereby covenants with the Company that if required by the
         Company the Landlord will enforce the covenants on the part of the
         Tenant in this Lease subject to the Company fully and effectually
         indemnifying the Landlord against all costs and expenses in respect of
         such enforcement and providing such security in respect of costs and
         expenses as the Landlord may reasonably require

AGREEMENT AND DECLARATION

9.       It is hereby agreed and declared flat

         (a)      That the Tenant shall not at any Um make any alteration of or
                  addition to the demised premises which will materially
                  interfere with the access of light and air to any windows or
                  openings which may now or at any time hereafter be provided by
                  the Landlord on adjoining adjacent or neighbouring premises

         (b)      That the Landlord shall have the free and uninterrupted right
                  to build upon its adjoining adjacent or neighbouring property
                  and rebuild alter extend develop use or add to any building at
                  any time hereafter erected thereon notwithstanding that such
                  building rebuilding alterations extending using developing or
                  adding might interfere with any access of light and air
                  attaching to the demised premises

         (c)      That nothing herein contained or implied shall impose or be
                  deemed to impose any restriction on the use of any land or
                  building not comprised in this Lease or give the Tenant the
                  benefit of or the right to enforce or to have enforced or to
                  permit the release or modification of any covenant agreement
                  or condition entered into by any purchaser from or by any
                  lessee or occupier of the Landlord in respect of property not
                  comprised in this Lease or to prevent or restrict in any way
                  the development and/or use of any land not comprised in these
                  presents but not so as


                                      -24-
<PAGE>
                  substantially to interfere with or affect the quiet enjoyment
                  and use of the demised premises by the Tenant

         (d)      This Lease shall be governed by and construed in all respects
                  in accordance with the Laws of England and Wales

EXCLUSION OF LANDLORD AND TENANT ACT

10.      HAVING been authorised to do so by an Order of the Mayor's and City of
         London Court made on the ninth day of December 1998 under the
         provisions of Section 38(4)(a) of the Landlord and Tenant Act 1954 the
         parties hereto agree that the provisions of Sections 24 to 28
         (inclusive) of that Act or any statutory modification or re-enactment
         thereof shall be excluded in relation to the tenancy hereby created

IN WITNESS whereof the parties have executed this instrument as their deed the
day and year first before written



                                      -25-
<PAGE>
                                   SCHEDULE I


                  PART I - Description of the demised premises

The land and buildings known as Unit 15 Raleigh Court Priestley Way Manor Royal
Crawley West Sussex as shown for identification only edged red on the Plan
subject to all easements rights liberties and privileges whatsoever now or
hereafter affecting same

               PART 2 - Rights and easements granted to the Tenant

(1)      Subject to payment by the Tenant of the Service Charge PA right and
         liberty for the Tenant and all persons authorised 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 demised
         premises with or without motor cars and other vehicles to go pass and
         repass over and along the Access Roads and on foot only over any
         passageways or pavement areas leading to the demised premises (but not
         in either case over any parking areas used or intended to be used by
         other tenants owners or other persons on the Estate)

(2)      The exclusive right to use the three Car Parking Spaces shown edged
         Green on the Plan or such other space or spaces in the Estate
         designated by the Company for the sole purpose of parking upon each
         space one motor car only but not so as to interfere with the rights
         granted to the other tenants or occupiers in the Estate

(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 worlanen plant and materials for the shortest possible period
         upon the remainder of the Estate for the purpose of making connections
         to and whenever necessary clmlng repairing mmntmmng altering replacing
         renewing relaying or inspecting the Conducting Media serving the
         demised premises (insofar as it shall not be the obligation of the
         Company to do so or the Company has defaulted in such obligation) if
         such work cannot reasonably be carried out without such access the
         Tenant or person exercising such right causing the niwmum inconvenience
         and making good forthwith all damage thereby occasioned to that part of
         the renwnder of the Estate entered upon or any property. or chattels
         thereon

(4)      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 a
         period as possible with or without workmen and plant machinery and
         scaffolding upon the remainder of the Estate for the purpose of
         rebuilding constructing repairing maintaining altering cleansing and
         inspecting demised premises if such work cannot otherwise be undertaken
         at reasonable cost PROVIDED THAT the Tenant or person or persons
         exercising such rights shall (i) consult the Landlord and any occupier
         of the relevant part of the remainder of the Estate and agree the most
         expeditious and economic means of carrying out such work (such
         agreement on the Landlord's part not to be unreasonably withheld or
         delayed) and (ii) cause as little inconvenience annoyance or
         disturbance as possible and make good


                                      -26-
<PAGE>
         forthwith all damage thereby occasioned to that part of the remainder
         of the Estate entered upon or any property or chattels thereon

(5)      The free and uninterrupted passage and running of water and soil
         electricity and other services to and from the demised premises through
         the Conducting Media (save for temporary disconnection as hereinafter
         provided)

(6)      The right of support protection and shelter as presently enjoyed for
         the demised premises from ft other parts of the Estate PROVIDED ALWAYS
         that the Landlord and/or the Company shall be entitled to erect and
         maintain gates at any of the entrances to the Estate and install and
         maintain entryphone systems and/or such other security devices as the
         Landlord and/or the Company considers necessary and the Tenant hereby
         acknowledges that the providing of keys to the Tenant and/or connection
         and access to such system shall afford sufficient access and the taking
         of such actions shall not constitute a derogation from the grant of any
         of the rights hereinbefore mentioned

                      PART 3 - Rights excepted and reserved

(1)      To the Landlord and the Company and the tenants owners and occupiers of
         the Development and their respective servants agents and invitees:-

         (a)      Easements rights and privileges over along and through the
                  demised premises corresponding with those set forth in
                  paragraphs (3) (4) (5) and (6) of Part 2 of the First Schedule
                  and in addition such further easements rights and privileges
                  as may in the opinion of the Landlord or any party authorised
                  by the Landlord be necessary for the repair renewal
                  reconstruction enlargement rebuilding or replacement of any
                  building which is now or at any time during the Specified
                  Period may be erected on any other part of the Estate and for
                  the maintenance and management of the Estate and performance
                  by the Company of the obligations m the Company's part
                  contained in this Lease PROVIDED THAT if such rights are
                  exercised as a result of the default by the Tenant the cost of
                  such works- of default shall be payable by the Tenant to the
                  Landlord forthwith m demand

         (b)      Full right with or without workman and others authorised by
                  the Landlord or the Company with necessary appliances and
                  materials at all reasonable times on notice (except in the
                  case of emergency) to enter upon the demised premises for the
                  purpose of viewing the state and condition thereof and of
                  carrying out the Landlords and/or the Company's obligations in
                  this Lease the person exercising such rights causing the
                  minimum inconvenience and making good all damage thereby
                  occasioned to the demised premised the Tenant's stock,
                  equipment and fixtures and fittings

         (c)      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 laid in on over or
                  under the demised premises or any part thereof to or from any
                  other part of the Development Together with the right to enter
                  on to


                                      -27-
<PAGE>
                  the demised premises 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 demised
                  premises the Tenant's stock, equipment and fixtures and
                  fittings caused by such entry except insofar as such entry may
                  be necessitated by any default of the Tenant

         (d)      The right for the Landlord or any person deriving title
                  through the Landlord any owner or occupiers of land and/or
                  buildings formerly within Title Number WSX 210174 their
                  respective successors in title assigns and any persons
                  authorised by any of them to have windows and other openings
                  in the buildings now or at any time hereafter erected on or
                  the land formerly within Title Number WSX 210174

         (e)      Out of this demise any easement or right of light air or
                  otherwise which would restrict or interfere with the free use
                  of the Development for building or other purposes

(2)      The rights excepted and reserved under the Second Schedule to the
         transfer dated 15th January, 1997 made between Walldren Limited (1)
         Magellan Terrace (Discovery Park) Limited (2) and the Landlord (3), in
         favour of the parties to which those rights were excepted and reserved.


                                      -28-
<PAGE>
                               SCHEDULE II - RENT


(1)      RENT

         Until 9/3/99 the yearly rent shall be a peppercorn and thereafter
         twelve thousand five hundred pounds (L12,500)

(2)      RENT PAYMENT DATES

         The yearly rent is payable without any deduction by equal quarterly
         payments in advance on the 25th March, 24th June, 29th September and
         25th December ("the Quarter Days") in every year. The first payment
         (which is an apportioned sum) is to be made on the date of this Lease
         in respect of the period commencing on 10/12/1998 and ending on the day
         before the next following Quarter Day.


                                      -29-
<PAGE>
                                  SCHEDULE III


1.       The Surety guarantees to the Landlord the performance by the Tenant
         throughout. the term of each of the covenants falling to be complied
         with by the Tenant under this Lease and shall indemnify the Landlord
         against all losses, damages, costs and expenses arising or incurred by
         the Landlord as a result of any non-performance.

2.       The obligations of the Surety under this guarantee will not be affected
         by:

                  (a)      any time or indulgence granted to the Tenant by the
                           Landlord;

                  (b)      any legal limitation, disability or other
                           circumstances relating to the Tenant or any
                           irregularity, unenforceability or invalidity of any
                           obligations of the Tenant under this Lease;

                  (c)      any licence or consent granted to the Tenant or any
                           variation in the term of this Lease save as provided
                           in section 18 of the Landlord and Tenant (Covenants)
                           Act 1995;

                  (d)      the release of one or more of the parties defined as
                           the Surety (if more dm one); or

                  (e)      any other act, omission, matter, event or thing
                           whereby (but for this provision) the Surety would be
                           exonerated in whole or in part from the guarantee
                           other than a release under seal given by the
                           Landlord.

3.       The Surety is liable to the Landlord under this guarantee as sole or
         principal debtor and the obligations of the Surety under this guarantee
         constitute a direct, primary and unconditional liability to pay on
         demand to the Landlord any sum which the Tenant is liable to pay under
         this Lease and to perform m demand by the Landlord any obligation of
         the Tenant under this Lease without the need for any recourse on the
         part of the Landlord against the Tenant. If the Landlord brings
         proceedings against the Tenant, the Surety shall be bound by any
         findings of fact, interim or final award or interlocutory or final
         judgment made by an arbitrator or the court in those proceedings.

4.       If the Tenant (being a company) enters into liquidation and the
         liquidator disclaims this Lease, or the Tenant (being a company) is
         dissolved and the Crown disclaims this Lease, or the Tenant (being an
         individual) becomes bankrupt and the trustee in bankruptcy disclaim
         this Lease, then within six months after the disclaimer the Landlord
         may require the Surety by notice to enter into a new lease of the
         demised premises for a term equivalent. to the residue which would have
         remained of the term granted by this Lease if there had been no
         disclaims at the same rents and subject to the same covenants; and
         conditions (including as to the review of rent) as are reserved by and
         contained in this Lease (other than this Schedule).


                                      -30-
<PAGE>
5.       The new lease and the rights and liabilities under it shall take effect
         as from the date of the disclaimer and the Surety shall be liable for
         all payments due under the new lease as from the date of disclaimer as
         if the new lease had been granted on the date of disclaimer.

6.       The Surety shall pay the Landlord's costs of and accept the new lease
         and shall execute and deliver to the Landlord a counterpart of it.

7.       If the Landlord does not require the Surety to take a new lease of the
         demised premises the Surety shall pay to the Landlord on demand a sum
         equal to the rents that would have been payable under this Lease but
         for the disclaimer in respect of the period from ft date of the
         disclaimer until the date which is six months after the date of the
         disclaimer or the date on which the demised premises has been re-let by
         the Landlord, whichever first occurs.

8.       So long as this guarantee remains in force the Surety shall not;

                  (a)      in the event of any bankruptcy, liquidation,
                           rehabilitation, moratorium or other insolvency
                           proceedings relating to the Tenant claim or prove as
                           creditor in competition with the Landlord; or

                  (b)      be entitled to claim or participate in any security
                           held by the Landlord in respect of the Tenant's
                           obligations to the Landlord under this Lease; or

                  (c)      exercise any right of set off against the Tenant

9.       If any VAT is payable by the Tenant to the Landlord under the terms of
         the Lease, the Surety's obligation shall extend to that VAT. If the
         Surety makes any payment in respect of VAT, the Landlords obligation to
         issue a VAT invoice to the Tenant under the Lease in respect of that
         VAT shall not be affected, and the Landlord shall not be under any
         obligation to issue a VAT invoice to the Surety in respect of that VAT.


                                      -31-
<PAGE>
                                   SCHEDULE IV


In the case of an authorised guarantee agreement to be given under the term of
clause 3(25)(c) the following modifications shall be made to the form of Surety
covenant set out in Schedule M:

1.       In paragraph I of Schedule Ell the words "through(yut the term" shall
         be replaced by the words "throughout the Guarantee Period".

2.       In paragraph 4 of Schedule M the words "during the Guarantee Period"
         shall be inserted at the beginning of that paragraph after "If'.

3.       The following additional paragraphs shall be added:

         8.       To the extent that any provision of this guarantee does not
                  conform with section 16 of the AM that provision shall be
                  severed from the remainder of this guarantee and this
                  guarantee shall have effect as if it excluded that provision.

         9.       In this Schedule:

         "Tenant" means [insert name of assignee in respect of whom the Tenant
                  is entering into the authorised guarantee agreement];

         "Guarantee Period" means the period ending on the date on which the
                  Tenant is released by virtue of the Landlord and Tenant
                  (Covenants) Act 1995.


                                      -32-
<PAGE>
                                   SCHEDULE V


                      Provisions relating to Service Charge

1.       In this Lease and in this Schedule:-

         (i)      "The Surveyor" means the surveyor or firm of managing agents
                  from time to time appointed by the Company for carrying out or
                  procuring the carrying out of its obligations contained in
                  this Lease

         (ii)     "Estate Expenditure" means the cost of carrying out the
                  Company's obligations set out in clause 6 of this Lease and
                  the further costs expenses and provisions set out in paragraph
                  2 of this Schedule

2.       Estate Expenditure shall include the following:-

                  (a)      all sums required or estimated to be required
                           (whether in respect of current or future years) to
                           provide any services or carry out any maintenance
                           repairs renewals reinstatements rebuilding or
                           decorations on or in relation to the Estate
                           (excluding any work which is the liability of any
                           owner tenant or occupier of part thereof) and
                           complying with clauses 6(l) (in relation to insurance
                           of Common Parts) and 6(2) (maintenance of Common
                           Parts)

                  (b)      the remuneration payment and other expenses as may be
                           appropriate of the Surveyor and such other agents
                           servants and workmen employed by the Company or the
                           Surveyor to carry out the Company's obligations in
                           this Lease (to include for the avoidance of doubt the
                           cost of collecting and administering the service
                           charge and Estate Expenditure)

                  (c)      rates taxes duties charges assessments impositions
                           and outgoings whatsoever whether parliamentary
                           parochial or of any other description assessed
                           charged or imposed upon or in respect of the Estate
                           or any part thereof and not primarily the liability
                           of the Tenant or any other tenant owner or occupier
                           of any other part of the Estate

                  (d)      the costs and expenses of preparing and supplying
                           statements of the accounts of Estate Expenditure and
                           copies of all rules and regulations from tune to tune
                           made by the Company and/or the Landlord (as the case
                           may be)

                  (e)      the charges and remuneration of a qualified
                           accountant employed for the purposes of preparing
                           auditing and providing copies of accounts in respect
                           of Estate Expenditure


                                      -33-
<PAGE>
                  (f)      a reasonable provision for large items of future
                           expenditure beyond the usual Estate Expenditure for
                           the current year to be held in a reserve fund with
                           the object of avoiding large fluctuations in Estate
                           Expenditure from year to year

                  (g)      any other expenditure reasonably and properly
                           incurred by the Company in carrying out its
                           obligations in Us Lease and/or winch is for the
                           benefit and amenity of the Estate

3.       The amount of Estate Expenditure shall be determined by reference to
         the calendar year unless the Company shall otherwise determine

4.       In advance of (or as early as may be in) each year the Surveyor shall
         determine and notify in writing to the Tenant the amount which in his
         opinion fairly represents the likely amount of the Tenant's payment of
         Service Charge for that year ("the Provisional Sum) PROVIDED THAT if in
         the opinion of the Surveyor the Provisional Sum should continue the
         same as in the previous year of accounting no further notification
         thereof need be given to the Tenant

5.       The Tenant shall pay one half of the Provisional Sum to the Company
         within 5 working days of such notification (or on demand if no notice
         is given because the Provisional Sum is to remain the same as in the
         previous year) and will also pay one half of the Provisional Sum on 1st
         July in the relevant service charge year.

6.       As soon as practicable after the end of each calendar year the Surveyor
         shall produce fine accounts in an appropriate form showing Estate
         Expenditure for that calendar year and: -

                  (i)      any overpayment of Service Charge by the Tenant shall
                           be taken into account in determining the Service
                           Charge payable by the Tenant for the next calendar
                           year

                  (ii)     in the event of any under payment of Service Charge
                           by the Tenant the Surveyor shall make a further
                           demand for the excess due which shall be paid by the
                           Tenant within fourteen days of demand



                                      -34-