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                                                                    EXHIBIT 10.9


                                                           [address of property]




                                    [FORM OF]
                     ASSIGNMENT AND ASSUMPTION AGREEMENT(1)


            THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made as of
the _____ day of _____, 2002, by and between _____, a _____ [entity type] with
an office at _____ (hereinafter "Assignor"), and _____, a _____ corporation
having an office at _____ (hereinafter "Assignee").

                                   WITNESSETH:

            WHEREAS, by a certain lease dated _____, 19__ [, as amended by
Amendment(s) _____, dated _____, 19__] (the "Lease"), Assignor, as tenant,
leases from _____ ("Landlord") certain premises ([describe, e.g., suite number,
room number]) as more particularly described in the Lease (the "Premises"),
located in the building known as _____; and

            WHEREAS Assignor desires to assign the Lease to Assignee, and
Assignee is willing to assume the obligations imposed upon Assignor under the
Lease, subject to and conditioned upon agreements hereinafter set forth.

            NOW, THEREFORE, in consideration of $1.00 paid by each of the
parties hereto to the other, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

            1. Assignor hereby assigns to Assignee, effective [insert date of
the Closing (as defined in the Rollup Agreement)] _____, 2002 (hereinafter the
"Effective Date"), all of Assignor's right, title and interest in and to the
Lease, a true and complete copy of which has been delivered by Assignor to
Assignee, together with the leasehold estate thereunder, and all right, title
and interest of Assignor in

----------

      (1) This Agreement is the form for assignments of Leases in the United
States, and will be modified for assignments of Leases in countries other than
the United States (with the appropriate entities as Assignor and Assignee), as
reasonably agreed upon by the parties and as necessary to comply with local law
and custom.
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                                                                               2


and to the Premises demised thereby, subject, however, to paragraph 4 hereof.

            2. Assignor, for itself and its legal representatives, successors
and assigns, covenants and represents to Assignee and agrees as follows:

            (a) Assignor has full right, authority and power to assign its
      rights and interests in and under the Lease, subject to obtaining the
      consent of the Landlord under the Lease, if required.

            (b) No other assignment of the Lease has been made by Assignor, and
      the rights and interests of Assignor in and under the Lease are now and
      will, on the Effective Date, be free and clear of any liens and
      encumbrances made by Assignor, except for "Permitted Liens" (as such term
      is defined in the Rollup Agreement dated April __, 2002, among "Local
      Firm", PricewaterhouseCoopers International Limited, PwC Consulting SCA,
      and "The Noncompete Parties", as such terms are defined therein), and
      _____.

            (c) As of the date hereof, the Lease (which has not been amended or
      supplemented, except as specified above) is in full force and effect, and
      enforceable in accordance with its terms.

            (d) Assignor has no knowledge of any default in the performance and
      observance of obligations contained in the Lease to be kept, observed and
      performed by the Assignor, as tenant thereunder or by the landlord
      thereunder, or any condition which, with the giving of notice or passage
      of time, or both, would constitute such a default under the Lease.

            (e) Assignor will indemnify and hold Assignee harmless from and
      defend Assignee against any and all claims, demands, causes of action,
      losses, costs (including, without limitation, court costs and reasonable
      attorneys' fees), liabilities and damages of any kind or nature whatsoever
      that Assignee may sustain by reason of Assignor's breach or nonfulfillment
      (whether by action or inaction) prior to the Effective Date of any
      covenant or obligation under the Lease and under this Agreement on its
      part to be performed.

            3. Assignee, for itself and its legal representatives, successors
and assigns, covenants and represents to Assignor and agrees as follows:
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            (a) On and after the Effective Date, Assignee shall assume, and
      hereby agrees promptly and faithfully to keep, fulfill, observe, perform
      and discharge, each and every covenant, duty, debt and obligation on
      Assignor's part to be performed that may accrue and become performable,
      due or owing from and after the Effective Date under the terms of the
      Lease.

            (b) The Lease shall not be amended in any respect that will have the
      effect of increasing Assignor's liability thereunder.

            (c) Assignee will indemnify and hold Assignor harmless from and
      defend Assignor against any and all claims, demands, causes of action,
      losses, costs (including, without limitation, court costs and reasonable
      attorneys' fees), liabilities and damages of any kind or nature whatsoever
      that Assignor may sustain by reason of Assignee's breach or nonfulfillment
      (whether by action or inaction) on and after the Effective Date of any
      covenant or obligation under the Lease and this Agreement on its part to
      be performed.

            (d) All rental payments required by the terms of the Lease which
      become due and payable on and after the Effective Date shall be made by
      Assignee in accordance with the terms of the Lease.

            (e) On the Effective Date, Assignee shall accept delivery of the
      Premises in their then "as is" condition.

            4. To the extent that (i) any fixed rent or additional rent paid by
Assignor under the Lease shall be allocable to periods occurring on and after
the Effective Date, or (ii) any fixed rent or additional rent payable by
Assignee under the Lease shall be allocable to periods occurring prior to the
Effective Date, appropriate adjustment shall be made between the parties on
execution hereof (or as soon as reasonably practicable thereafter). To the
extent that Assignor has made any estimated payments under the Lease (e.g., on
account of operating expense escalation), and the Landlord under the Lease, on
or subsequent to the Effective Date, shall bill Assignee for additional rent due
thereunder in the event the estimated payments are less than the actual payments
due under the Lease for the fiscal period in question, that portion of the
underpayment which is allocable to that portion of the fiscal period occurring
prior to the Effective Date shall be paid by Assignor to Assignee within 30 days
after notification from Assignee, setting forth therein the amount
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                                                                               4


of the underpayment due from Assignor, which notification shall be accompanied
by a photocopy of the underlying bill from Landlord. Said Landlord's bill shall
be subject to any contest procedures permitted under the Lease, and Assignee, on
Assignor's request, shall institute such contest (at Assignor's expense), but
payment by Assignor shall be made to Assignee pending any such contest.
Similarly, if Landlord, subsequent to the Effective Date, shall afford Assignee
a credit against rent payable under the Lease (or make a cash refund to
Assignee), in both cases because the estimated payments made by Assignor (or by
Assignor and Assignee) for a particular fiscal period are greater than the
actual payment due under the Lease for such fiscal period, that portion of the
overpayment which is allocable to that portion of the fiscal period (and the
payments made by Assignee during such portion of the fiscal period) occurring
prior to the Effective Date shall be paid by Assignee to Assignor within 30 days
after Landlord has afforded Assignee the corresponding credit or cash refund on
account thereof. Assignee and Assignor shall each promptly notify the other of
the receipt of any applicable statement from Landlord, enclosing with such
notice a photocopy of such Landlord's statement. In both cases of a refund or
credit to be paid to or afforded Assignor by Assignee or to be paid to or
afforded Assignee by Assignor, such refunds or credits shall be net of any
reasonable out-of-pocket expenses incurred by either Assignee or Assignor in
collecting or obtaining same from Landlord.

            5. Any notice to be given pursuant to this Agreement shall be in
writing and shall be served by hand or reputable overnight commercial carrier
(e.g., Federal Express), or by United States certified or registered mail,
return-receipt requested.

            (a) Notices to Assignor shall be given as above provided and
      simultaneously sent to Assignor at the address first set forth above, and
      to [Assignor's Associate General Counsel], at the same address, unless
      otherwise directed in writing by Assignor.

            (b) Notices to Assignee shall be given as above provided, addressed
      to Assignee at the Premises, Attention of Property Manager, with a copy to
      Assignee at _____, Attention of __________________________, unless
      otherwise directed in writing by Assignee.

            (c) Either party, from time to time, may change the addresses, and
      increase the number, of persons to whose attention notices or copies of
      notices to such party shall be simultaneously sent.
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            6. This Agreement may be executed in any number of counterparts with
the same effect as if all the parties hereto had signed the same document. All
such counterparts shall be deemed an original, shall be construed together, and
shall constitute one instrument.

            7. This Agreement shall be binding upon and insure to the benefit of
Assignee and its legal representatives, successors and permitted assigns, and
Assignor and its legal representatives, successors and permitted assigns.

            8. This Agreement shall not be amended except by written instrument
signed by Assignor and Assignee.

            9. This Agreement shall be governed by, and construed in accordance
with, (i) insofar as the legal efficacy of the within assignment and assumption
is concerned, the laws of the state in which the Premises are located, and (ii)
as to all other questions between Assignor and Assignee arising hereunder, the
internal laws of the State of New York applicable to agreements made and to be
performed entirely within such State.

            IN WITNESS WHEREOF, this Agreement has been executed by the duly
authorized representatives of Assignor and Assignee as of the date first above
written.


                                        [______________________________],

                                         by
                                            ____________________________________
                                            Name:
                                            Title:


                                        [______________________________],

                                         by
                                            ____________________________________
                                            Name:
                                            Title:
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                                                                               6


STATE OF NEW YORK,   )
                     ) ss.:
COUNTY OF NEW YORK,  )

            On the ________ day of ________________, in the year 2002, before
me, the undersigned, a Notary Public in and for said State, personally appeared
_______________________________, personally known to me or proved to me, on the
basis of satisfactory evidence, to be the individual(s) whose name(s) is (are)
subscribed to the within instrument, and acknowledged to me that he/she/they
executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of
which the individual(s) acted, executed the instrument.



                                        ________________________________________
                                                       Notary Public



STATE OF           , )
                     ) ss.:
COUNTY OF          , )

            On the ________ day of ________________, in the year 2002, before
me, the undersigned, a Notary Public in and for said State, personally appeared
_______________________________, personally known to me or proved to me, on the
basis of satisfactory evidence, to be the individual(s) whose name(s) is (are)
subscribed to the within instrument, and acknowledged to me that he/she/they
executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of
which the individual(s) acted, executed the instrument.



                                        ________________________________________
                                                       Notary Public