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                                                                    Exhibit 4.11

THIS INDENTURE made the 10th day of August 2001 between CYRIL AND JOHN McGUIRE
of 12 Knocknacree Park, Dalkey in the County of Dublin (hereinafter called "the
Landlord" which expression shall where the context so admits or requires include
the person or persons for the time being entitled to the reversion immediately
expectant on the term hereby granted) of the One Part and TRINTECH GROUP PLC of
South County Business Park, Leopardstown, Dublin 18 (hereinafter called "the
Tenant" which expression shall where the context so admits or requires include
his executors administrators and assigns) of the Other Part.

DEFINITIONS:

In these presents and in the schedules hereto (save where the context otherwise
requires or implies) the following words and expressions shall have the meanings
assigned to them hereunder:

     "the retained premises" means the premises demised and held by the Landlord
     under an Indenture of Lease dated the 25th day of November 1998 excepting
     that part of the premises described in and comprised by the First Part of
     the Schedule hereto.

     "conduits" means gutters gullies pipes drains sewers watercourses channels
     ducts flues mains wires cables and other conducting media.

     "utilities" means water water-tanks soils and waste of all kinds gas
     electricity telephone fire fighting equipment and other services including
     any plant machinery apparatus and equipment to operate or required for the
     utilities.

     "machinery" means all plant machinery apparatus and equipment required from
     time to time for the purpose of the demised premises including but without
     prejudice to the generality of the foregoing the lift central heating/ air
     conditioning plant (if any) and fittings and equipment.

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     "the Landlord's Surveyor" means the person or persons appointed by the
     Landlord for the purposes of specified herein.


WITNESSETH as follows:-


DEMISE

1.   IN consideration of the yearly rents (and the increases thereof as
     hereinafter provided) and the covenants on the part of the Tenant and the
     conditions hereinafter reserved and contained the Landlord HEREBY DEMISES
     unto the Tenant ALL THAT AND THOSE the premises more particularly described
     in the First Part of the Schedule hereto together with the easements and
     rights specified in the Second Part of the said Schedule (hereinafter
     collectively referred to as "The Demised Premises").


EXCEPTIONS

1.1. EXCEPTED AND RESERVED unto the Landlord and any Superior Landlord's and
     their tenants servants agents licensees and all other persons entitled from
     time to time thereto:-

     1.1.1.    the free right of uninterrupted passage and running of the
          utilities from and to any adjoining or neighbouring property through
          the conduits which may at any time during the said term be through in
          over or under the demised premises or otherwise together with full
          right of access at all reasonable times (on giving due notice in
          writing except in cases of emergency) for the purposes of installing
          adding to inspecting maintaining replacing and repairing the

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          same the person or persons exercising such right causing a minimum of
          inconvenience to the Tenant (but not being responsible for any
          temporary inconvenience) having regard to the nature and cost of the
          work involved and making good any damage thereby occasioned to the
          demised premises.

     1.1.2.    full right and liberty on giving due notice in writing (except
          in case of emergency) at all times during the said term to enter the
          demised premises in order to lay maintain replace relay or redesign
          the conduits the utilities and the machinery and all other services to
          and from adjoining or adjacent premises the person or persons
          exercising such right causing a minimum of inconvenience to the Tenant
          (but not being responsible for any temporary inconvenience) having
          regard to the nature and costs of the work involved and making good
          any damage thereby occasioned.

     1.1.3.    full right and liberty at any time hereafter to execute works and
          make erections upon or to erect, rebuild the demised premises or any
          buildings or erections on their adjoining and neighbouring lands or to
          build unto or into any party structure and to use the adjoining and
          neighbouring lands and buildings in a manner which is satisfactory to
          the Landlord and Tenant notwithstanding that the access of light and
          air to the demised premises or any part thereof may be thereby
          diminished provided such diminution of light and air is not
          unreasonable.

     1.1.4.    all mines and minerals in or under the demised premises with full
          power or working and getting same reasonable compensation being made
          for any damage occasioned to the demised premises.

     1.1.5.    all rights easements and privileges now belonging

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          to or enjoyed by the Landlord in the demised premises or by any
          adjoining or neighbouring property.


     1.1.6.    the airspace over the demised premises.


HABENDUM


TO HOLD the demised premises unto the Tenant from the 1st day of April Two
Thousand and One for a term of twenty-five years, SUBJECT to the right reserved
to the Tenant to terminate its tenancy in the demised premises at the end of the
eighth year after the commencement date being the 1st of February 2009 and
subject to:-

(1)  The Tenant giving six months notice in writing to the Landlord of its
     intention to terminate its interest in the demised premises.

(2)  All payments of rent being up to date.

(3)  The satisfactory performance of all other conditions under this Lease being
     performed on the date of service of the notice of termination.


(4)  In addition to all rent and other payments under the lease being met by the
     Tenant a further payment by the Tenant to the Landlord to accompany the
     notice of termination equal to twelve months rent at the rate then
     prevailing.


REDDENDUM

YIELDING AND PAYING therefore during each of the first five years of the said
term the yearly rent of IR(pound)674,100.00 (E 855,930.45)(being the sum of
IR(pound)617,400 (E 783,936.28) in respect of the demised premises and the sum
of IR(pound)56,700.00 (E 71,994.15) in respect of 81 car parking spaces) without
any deduction and thereafter during each of the successive periods of five years
of

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which the first shall begin on the 1st day of February 2006, a rent equal to (a)
the rent payable hereunder during the preceding period or (b) such revised rent
as may from time to time be ascertained in accordance with the provisions of
clause 2 hereunder (whichever shall be the greater) without any deduction all
rent throughout the entire of the term hereby granted to be paid in equal
quarterly payments in advance of the first day of February, first day of May,
first day of August and the first day of October in each year the first payment
to be made on the execution hereof.

2.1. The revised rent referred to in the within Lease in respect of any of the
     periods therein mentioned may be agreed at any time between the Landlord
     and the Tenant or (in the absence of agreement) be determined not earlier
     than the date of commencement of such period ("the Review Date") by an
     Independent Valuer such Independent Valuer to be nominated (in the absence
     of agreement between the parties) upon the application (made not more than
     three calendar months before or any time after the Review Date) or either
     the Landlord or the Tenant by the Chairman (or other officer endowed with
     the functions of such Chairman) of:-

     (i)  The Society of Chartered Surveyors in the Republic of Ireland or


     (ii) Such body of Professional Surveyors or Valuers as (in the event of
          such Society not then being in existence) shall for the time being
          have undertaken in the Republic of Ireland the functions (in the
          activity of property valuation) currently perform by such Society or
          (should the Chairman or other officer as aforesaid be unwilling or
          unable to make the nomination) by the next senior officer of such
          Society or Body who is willing and able to make the nomination and (in
          the event of there being no such officer willing and able

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          to make the nomination or should such Body not be in existence or not
          be readily identifiable) by the President (or other Officer endowed
          with the functions of such President) of the Incorporated Law Society
          of Ireland or (in the event of his being unwilling or unable to make
          the nomination) by the next senior officer of the said Society who is
          willing and able to make the nomination.

And the revised rent so to be determined by the Independent Valuer shall be such
as in his opinion represents at the Review Date the full open market yearly rent
for the demised premises let as a whole without fine or premium:

(i)       On the basis of a letting with vacant possession thereof by a willing
          Lessor to a willing Lessee for a term equal to that granted by the
          within Lease and subject to the provisions therein set forth including
          the provisions for the review of the rent payable hereunder (other
          than as to the amount of the initial rent hereby reserved).

(ii)      On the assumption that at and until the Review Date all the covenants
          and conditions contained in the within Lease shall have been fully
          performed and observed, that the Landlord shall not be entitled to
          unreasonably withhold its consent to the assignment of the entire of
          the demised premises and to the change of the use thereof (having
          regard to the provisions of clauses 3.20 and 3.23 hereof) and that in
          the event of the demised premises having been destroyed or damaged the
          same shall then have been fully rebuilt, repaired and reinstated (as
          the case may be) and

(iii)          Having regard to the Schedule of works and fittings forming part
          of the premises specified in pages 1 to 7 of the schedule of works
          attached to this Lease dated 5/th/ February 2001 (but excluding so
          much

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             thereof as is specified in pages 8 - 9 thereof).

(iv)         Having regard to other open market rental values current at the
             Review Date in so far as the Independent Valuer may deem the same
             to be pertinent to the matters under consideration by him.


BUT disregarding any effect on letting value of:-

(a)  The fact that the Tenant has been in occupation of the demised premises.

(b)  The goodwill which shall have attached to the demised premises by reason of
     the business carried in thereat.

(c)  Any works executed by or at the expense of the Tenant or any predecessor in
     title of the Tenant (or any party lawfully occupying the demised premises
     or any part thereof under the Lease or any such predecessor) in or to or in
     respect of the demised premises otherwise then in pursuance of an
     obligation on foot of the within Lease or any other agreement between the
     parties hereto, and in particular those works specified in pages 8 to 9 of
     the schedule of works attached to this Lease dated 5th February 2001.

2.2. An Independent Valuer in relation to any matter so to be determined by him
     shall:-

     (i)     Give notice of his nomination to the Landlord and the Tenant.

     (ii)    Be entitled to enter the demised premises as often as he may
             reasonably require for the purpose of inspection and examination.

     (iii)        At his sole discretion, be entitled to afford to each of the
             parties concerned a reasonable opportunity of stating in writing
             within four weeks from the date of his appointment, reasons in
             support of such

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          contentions as each party may wish to make relative to the matter or
          matters under consideration.

     (iv) Act as an expert and not as an arbitrator and so that his
          determination or determination shall be final and conclusive between
          the parties.

     (v)  Be empowered to fix his fees in relation to any such determination and
          matters incidental thereto which said fees and any reasonable expenses
          incurred by the Independent Valuer in or about his determination shall
          be shared equally between the Landlord and the Tenant.

     (vi) Give notice in writing of his determination to the Landlord and the
          Tenant within such time as may be stipulated by the terms of his
          appointment or in the event of there being no such stipulation within
          two calendar months of the acceptance by him of the nomination to act
          in the matter.

2.3. Either party shall be at liberty to pay the entire of the fees and expenses
     as aforesaid of the Independent Valuer in which event the party so paying
     shall be entitled to be reimbursed by and to recover from the other on
     demand the proportion so paid on behalf of such other.

2.4. If an Independent Valuer in relation to any matter for determination by him
     shall fail to conclude such determination and give notice thereof within
     such time as may be relevant or if he shall relinquish his appointment or
     die or if it shall become apparent that for any reason he shall be unable
     or shall have become unfit or unsuited (whether because of bias or
     otherwise) to complete the duties of his nomination a substitute may be
     nominated in his place and in relation to any such nomination the

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     procedures hereinbefore set forth shall be deemed to apply as through the
     substitution where a nomination de novo which said procedures may be
     repeated as many times as necessary.

2.5. The amount of the full open market yearly rent determined as aforesaid
     shall be binding on the parties for the purpose of this Clause and, subject
     as hereinafter appears, the amount of the revised rent to be paid by the
     Tenant for the period of five years immediately following the Review Date
     shall be the higher of:-

     (a)  the full open market yearly rent ascertained as aforesaid,

     (b)  the rent payable by the Tenant for the period of five years
          immediately preceding the Review Date.

2.6. If the revised rent in respect of any period ("The Current Period") shall
     not have been ascertained on or before the Review Date referrable thereto
     rent shall continue to be payable by the Tenant up to the gale day next
     succeeding the ascertainment of the revised rent at the rate payable during
     the last preceding period AND on such gale day the Tenant shall pay to the
     Landlord the appropriate instalment of the revised rent together with any
     shortfall between:-

     (i)  rent actually paid for any part of the Current Period and

     (ii) rent at the rate of the revised rent attributable to the interval
          between the Review Date and such gale day and together with interest
          on the said shortfall such interest to be computed on a day to day
          basis and to be assessed at such a rate as shall be equivalent to the
          yield (at issue and before deduction of tax if any) on the security of
          the Government last issued before the commencement of the current
          Period

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          (allowance having been made in the calculation of the said yield for
          any profit or loss which may occur on the redemption of the security).
          For the purpose of this paragraph the revised rent shall be deemed to
          have been ascertained on the date when the same shall have been agreed
          between the parties or as the case may be on the date of the
          notification to the Tenant of the determination of the Independent
          Valuer.

2.7. If there should be in force at the commencement or during the currency of
     any particular relevant period any Statute or Order (directly or
     indirectly) prohibiting or restricting an increase of rent in respect of
     the demised premises the provisions this clause and of the within Lease may
     nevertheless be invoked or re-invoked to determine the rent which would be
     for the said prohibition or restriction be payable during such relevant
     period but (if appropriate) the further implementation thereof shall be
     suspended in effect for such period as may be required by law.

2.8. When and so often as the revised rent shall have been ascertained pursuant
     to the provisions herein set forth memoranda thereof shall be signed by or
     on behalf of the Landlord and the Tenant and shall be annexed to the within
     Lease and its counterpart and the parties shall bear their own costs in
     relation to the preparation and completion of such memoranda and the Stamp
     Duty thereon shall be borne by the Tenant.


TENANT'S COVENANTS

3.   THE Tenant to the Intent that the obligations may continue throughout the
     term granted hereby covenants with the

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     Landlord as follows:-


PAY RENT

3.1.1.    To pay the rent or increased rent hereby reserved and any other sums
     payable hereunder by bankers order on the days and in the manner herein
     prescribed without any deductions.


INSURANCE PREMIUMS

3.1.2.    To pay to the Landlord from time to time on demand without any
     deduction or abatement:-

     3.1.2.1.  The full costs incurred by the Landlord in effecting and
               maintaining insurance of the demised premises pursuant to
               covenant 5.1. hereunder.


INTEREST ON ARREARS

3.1.3.    If the Tenant shall fail to pay the rent hereinbefore reserved or any
     other sum reserved or made payable hereunder within fourteen days of the
     day and in the manner herein prescribed for the payment of same such unpaid
     rent or sum shall bear interest from the day or days on which the same
     shall become due to the date of actual payment (after as well as before any
     judgement) at a rate which shall exceed the three month Dublin Inter-Bank
     Rate by the three per cent, or if there should be no such rate the
     corresponding or nearest appropriate rate thereto at the date upon which
     the said sums fall due or become payable or in there shall be no such rate
     twelve per centum.


PAY OUTGOINGS

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3.2. To pay and discharge all rates and taxes duties charges assessments
     impositions and outgoings whatsoever whether parliamentary parochial local
     or any other description which are now or may at any time hereafter be
     charged taxed assessed levied or imposed upon or payable in respect of the
     demised premises or on the owner or occupier in respect thereof
     notwithstanding any contract to the contrary and exception all landlord's
     Capital Taxes and to indemnify and keep indemnified the Landlord against or
     arising out of same or any expense (legal or otherwise) in connection
     therewith.


PAY FOR SERVICES

3.3. To pay all sums due for electricity or gas or water (or other fuel or
     service used) consumed by it on the demised premises.

COMPLY WITH ENACTMENTS

3.4.1. At all times during the said term to observe and comply in all respects
     with the provisions and requirements of any and every enactment for the
     time being in force or any orders or regulations thereunder for the time
     being in force and to do and execute or cause to be done and executed all
     such works as under or by virtue of any such enactment or any orders or
     regulations thereunder for the time being in force are or shall be properly
     directed or necessary to be done or executed upon or in respect of the
     demised premises or any part thereof whether by the owner landlord lessee
     tenant or occupier and at all times to keep the Landlord indemnified
     against all claims demands and liability in respect thereof and without
     derogating from the generality of the foregoing to comply at the cost of
     the Tenant with the requirements of any local or other statutory authority
     and the order or orders of any Court of competent jurisdiction.

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FIRE REQUIREMENTS

3.4.2. At all times during the said term to comply with all the recommendations
     or requirements of the appropriate Authority whether notified or directed
     to the Landlord or the Tenant in relation to fire precautions and to
     indemnify the Landlord against any costs or expenses in complying with any
     such requirement or recommendation and not to obstruct the access to or
     means of working any apparatus and appliances for the time being installed
     in the demised premises or in the Office Block.


NUISANCE

3.5. To pay the Landlord all costs charges and expenses which may be incurred by
     the Landlord in abating a nuisance caused by the Tenant in respect of the
     demised premises and to execute all such works as may be necessary for
     abating such a nuisance in obedience to a notice lawfully served by a local
     or public authority or pursuant to any Court order.


NOT TO DAMAGE OR INTERFERE

3.6. Not to damage or interfere with the proper working of the machinery,
     utilities or conduits in the demised premises.


REPAIR

3.7.1. To keep clean and tidy and to repair and to put and keep in good order
     repair and condition from time to time and at all times during the term
     hereby created the exterior and the interior of the demised premises and
     every part thereof, and any additions alterations and extensions thereto
     and every part thereof and without derogating from the generality of the
     foregoing the floors ceilings roof and structural walls and all surfaces of
     any structural

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     parts of the demised premises and the doors, locks, glass and other
     windows, fixtures, fittings, fastenings, conduits and utilities (damage by
     any of the Insured Risks as hereinafter defined in Clause 4.1. hereof
     excepted if and so long only the policy or policies of insurance shall not
     have been vitiated or payment of the policy monies withheld or refused in
     whole or in part by reason of any act neglect or default of the Tenant or
     the servants agents licences or invitees of the Tenant).

3.7.2. To properly clean the inside and outside of the windows of and all glass
     doors in the demised premises at least once every two months throughout the
     term of this Lease.


PAINT INSIDE & OUTSIDE

3.8. In the year 2006 if the tenancy hereby created should still exist and
     thereafter in every fifth year and (if necessary) in the last year of the
     said term (whether determined by effluxion of time or otherwise) to prepare
     and paint in a proper and workmanlike manner all the outside and inside
     wood metal and other inside works of the demised premises usually or
     requiring to be painted with two coats at least of good oil paint or good
     synthetic paint AND ALSO with such painting to white-wash, colour-wash,
     distemper, grain, varnish, french polish or wax polish paper or otherwise
     decorate in a proper and workmanlike manner and with good quality materials
     all such parts of the demised premises as have been or ought properly to be
     so treated AND as often as may be necessary to clean and treat in a
     suitable manner for its maintenance in good condition all the wood metal
     work and stone work (whether polished or not) not required to be painted or
     french polished or distempered and to clean all tiles glazed bricks
     aluminium windows and doors and similar washable surfaces.

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PERMIT ENTRY

3.9. To permit the Landlord and any Superior Landlords their Surveyors and
     agents with or without workmen and others at all reasonable times after due
     notice in writing (except in case of emergency when no notice shall be
     required) to enter into and upon the demised premises and every part
     thereof and to take a plan of and examine the state of repair and condition
     of the same and to take inventories of the Landlord's fixtures to be
     yielded up at the expiration of the said term and within two calendar
     months (or sooner if requisite) after notice in writing to the Tenant of
     all defects and wants of reparation found on such examination shall have
     been given to repair and make good the same according to such notice and
     the covenants in that behalf herein contained and in case the Tenant shall
     make default in so doing it shall be lawful for the workmen or others to be
     employed by the Landlord to enter upon the demised premises (but without
     prejudice to the proviso for re-entry hereinafter contained) and repair and
     restore the same and all expenses incurred thereby shall on demand be paid
     by the Tenant to the Landlord and if not paid shall be recoverable by the
     Landlord as liquidated damages.


PERMIT WORKS

3.10. To permit he Landlord and any Superior Landlords and their agents and
     workmen and other person authorised by the Landlord or Superior Landlord
     with all necessary appliances at all times after due notice (except in
     cases of emergency when no notice shall be required) to enter upon the
     demised premises or any part thereof for the purposes specified herein.


NOTIFICATION OF DAMAGE

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3.11. To notify the Landlord immediately of any damage or injury caused to the
     demised premises by any of the Insured Risks as hereinafter defined
     immediately as soon as the same comes to the Tenants notice.


NOT TO AVOID INSURANCE

3.12. Not to do or omit or suffer to be done or omitted any act matter or thing
     whatsoever the doing or omission of which would make void or voidable the
     insurance of the demised premises or of the Landlord's fixtures and
     fittings therein or of any adjoining or neighbouring premises or whereby
     the rate of premium thereupon may be increased and forthwith to repay on
     demand to the Landlord all sums paid by way of increased premiums and all
     expenses incurred by the Landlord or the said owner in or about the renewal
     of such policy or policies rendered necessary by a breach of this covenant
     all of which payments shall be added to the amount payable by the Tenant in
     respect of insurance premium or premiums as if the same had been reserved
     as rent hereunder. The Tenant shall on request be furnished with copies of
     all insurance policies effected by the Landlord in relation to the demised
     premises together with full details of all conditions to which same may be
     subject.


NOT TO OVERLOAD STRUCTURE

3.13. Not to or permit or bring in or upon the demised premises anything which
     may throw on the demised premises or on any adjoining premises any weight
     or strain in excess of that which such premises are capable of bearing with
     due margin for safety and in particular not to overload the floors or the
     electrical installations or the other services of in or to the demised
     premises and not suspend any excessive weight from the ceilings or walls
     stanchions or the structure thereof. The Tenant shall seek

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     professional advice at the Tenant's own expenses to ensure that there shall
     not be an infringement of this covenant.


NO BUILDINGS

3.14. Not to erect or suffer to be erected any buildings or erections on the
     demised premises save as hereinafter provided and not without the previous
     consent in writing of the Landlord (such consent not be unreasonably
     withheld) to cut alter maim or injure or permit to be cut altered maimed or
     injured any of the ceilings roofs walls floors or timbers of the demised
     premises or alter or change or permit to be altered or changed the plan
     elevation or architectural decorations thereof or alter any of the
     Landlord's fixtures fittings and appliances in and about the demised
     premises or make or permit to be made any external alterations or additions
     whatsoever.


REMOVE UNAUTHORISED STRUCTURES

3.15. On the request in writing of the Landlord or its agent forthwith to pull
     down and remove any building erection alteration or addition erected placed
     or made in breach of any of the foregoing covenants and upon such request
     in writing as herein provided forthwith to amend restore replace or rebuild
     the demised premises according to the original plans and elevations
     thereof.


NUISANCE

3.16. Not to do or permit nor suffer to be done in or upon the demised premises
     or any part thereof anything which shall or may be or become or cause a
     nuisance damage or annoyance inconvenience disturbance injury or danger to
     the Landlord or any Superior Landlord or any premises in the neighbourhood
     and not to permit suffer or allow any odours vapours steam water vibrations
     noises or undesirable effects to emanate from the demised premises or from
     any

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     equipment or installation therein and to keep the Landlord fully and
     effectually indemnified against all actions proceedings damages costs
     expenses claims and demands whatsoever arising out of or in consequence of
     any breach or non-observance of this covenant.


OBSTRUCTION OF SEWERS

3.17. Not to allow to pass into the sewers drains or watercourses serving the
     demised premises any noxious or deleterious effluent or other substance
     which will cause an obstruction or injure the said sewers drains or
     watercourses and in the event of any such obstruction or injury to make
     good as soon as practicable all such damage and any damage thereby caused
     to the demised premises to the reasonable satisfaction of the Landlord or
     the Landlord's Surveyor.


NO SIGNS

3.18. Not to affix or exhibit or permit to be affixed or exhibited to or upon
     any part of the exterior or interior so as to be visible from the exterior
     of the demised premises or on the external walls windows rails or fences
     thereof any sign placard poster signboard or other advertisement television
     aerial or thing except such as subject to Planning Permission (if
     applicable) shall be approved in writing by the Landlord or by the
     Landlord's Surveyor, such approval not to be unreasonably withheld.


INFLAMMABLE GOODS AND NOISY MACHINERY

3.19. Not to have store or keep upon the demised premises or any part thereof
     any substance of an explosive or of an especially inflammable or dangerous
     nature or such as might

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     increase the risk of fire or explosion or which might attack or in any way
     injure by percolation corrosion or otherwise the demised premises or the
     keeping or use whereof may contravene any statute or local regulation or
     bye-law and not to house or operate or permit to be housed or operated in
     or upon the demised premises or any part thereof any engine or machinery of
     any kind other than the usual office machines and which are not likely to
     cause any undue vibration or be or become a nuisance annoyance or
     disturbance.


USER

3.20. Not to use or permit the demised premises or any part thereof to be used
     for any purpose other than offices and the lessees business as
     manufacturers of computer components AND for no other purposes save with
     the Landlord's written consent which consent shall not be unreasonably
     refused.

3.20.1. Not at any time to use the demised premises or any part thereof or allow
     the same to be used for any entertainment or for any dangerous noisy
     noxious or offensive trade business manufacture or occupation whatsoever or
     for a immoral or alleged purpose or permit any sale by auction to be held
     on the demised premises.


GARBAGE

3.21. To make use of a covered bin or bins for removal of refuse and to comply
     with the Landlord's regulations from time to time in regard to the storage
     and disposal of refuse.


CONVEYANCING ACT NOTICES

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3.22. To pay to the Landlord all costs charges and expenses (including legal
     costs and surveyors fees) which may be incurred by it incidental to the
     preparation and service of any notices under Clause 3.9. hereof and any
     notices and proceedings under Section 14 of the Conveyancing Act 1881
     notwithstanding that forfeiture is avoided otherwise than by relief granted
     by the Court.


NOT TO ASSIGN UNDERLET OR PART WITH POSSESSION

3.23. Not to assign transfer or underlet or share or part with the possession or
     occupation of the demised premises or any part thereof or suffer any person
     to occupy the demised premises or any part thereof as a Licensee BUT SO
     THAT NOTWITHSTANDING the foregoing the Landlord shall not unreasonably
     withhold its consent to the assignment or underletting of the entire of the
     demised premises or a complete floor to an assignee or underlessee of good
     financial standing and otherwise subject to the following provisions or
     such as them as may be appropriate, that is to say:-

3.23.1. The Tenant shall prior to any such assignment or underlease apply to the
     Landlord and give all reasonable information concerning the proposed
     assignee or underlessee as the Landlord may require.

3.23.2. The Landlord's consent to any such assignment or underletting shall be
     given in writing and the Tenant shall pay the reasonable costs including
     the Landlord's legal costs in connection with such consent.

3.23.3. In the case of an assignment to a body corporate of unproven financial
     standing it shall be deemed reasonable for the Landlord to require that two
     persons of standing satisfactory to the Landlord shall join in such consent
     as aforesaid as sureties for such company in order jointly and severally to
     covenant with the Landlord as sureties that

                                       20

<PAGE>

     such company will pay the said rents and perform and observe the said
     covenants and indemnify and save harmless the Landlord against all loss
     damages costs and expenses arising by reason of any default by the company
     and such covenant shall further provide in usual form that any neglect or
     forbearance of the Landlord shall not release or exonerate the sureties and
     shall further provide for the sureties to accept a new lease of the demised
     premises upon disclaimer of these presents by the company or on its behalf
     if so required by the Landlord within three months of such disclaimer such
     new lease to be for the residue then unexpired of the term hereby granted
     and at the rents payable and subject to the same tenant's covenants and to
     the same provisos and conditions as those in force immediately before such
     disclaimer and such guarantee to be granted at the cost of the sureties.

3.23.4. In the case of an underlease the same shall be of the entire of the
     demised premises at the then current market rent without any deduction
     whatsoever and without a fine or premium or the rent payable hereunder at
     the time of the granting of such underlease (whichever is the higher) and
     the underlessee shall if required by the Landlord enter into a direct
     covenant with the Landlord to perform and observe all the covenants (other
     than that for payment of the rent hereby reserved) and conditions herein
     contained and every such underlease shall also be subject to the following
     conditions, that is to say that it shall contain:-

3.23.4.1. be for a period of less than five years or alternatively the
          underlessee and tenant shall be required to enter into an renunciation
          of rights of renewal under the provisions of the Landlord and Tenant
          Amendment Act, 1994 as required by the Landlord.

3.23.4.2. an unqualified covenant on the part of the underlessee

                                       21

<PAGE>

          not to underlease or part with or share the possession of the whole or
          part only of the premises thereby demised.

3.23.4.3. a covenant on the part of the underlessee not to assign the premises
          thereby demised without obtaining the previous consent in writing of
          the Superior Landlords under the Landlord's Lease (if any) and of the
          Landlord.


3.23.4.4  where an underlease has been agreed to by the Landlord and the
          underlessee and tenant have entered into an agreed renunciation of
          rights to a further tenancy under the provisions of the Landlord and
          Tenant (Amendment) Act, 1994 then the underlease shall contain a
          covenant, condition or proviso under which the rent reserved by the
          underlease shall be reviewed at least every five years and if every
          five years the Review Date as therein defined shall be the day which
          is six months after the Review Dates in this Lease (notwithstanding
          that this provision may necessitate a review before the expiration of
          five years from the commencement of the underlease) but otherwise in
          the same terms as provided in this Lease.

3.23.4.5. A covenant, condition or proviso under which the rent from time to
          time payable under such underlease shall not be less than the rent
          from time to time payable hereunder save for the six monthly period
          between the Review Date of this the underLease as hereinbefore
          provided.

3.23.4.6. Covenants and conditions in the same terms as nearly as circumstances
          admit as those contained in this lease.

3.23.5.   Within fourteen days of every such assignment or underlease the Tenant
     shall give notice thereof in writing

                                       22

<PAGE>

          with particulars to the Landlord's Solicitors or Agent and shall
          furnish them with a true copy of such instrument and shall pay to the
          Landlord's Solicitors their reasonable legal costs and other expenses
          in connection with such an assignment or underlease.


NO OBSTRUCTION

3.24.     Not to block up obstruct or enlarge any doorway passage window light
     or other easement or make any new window or other opening in the demised
     premises or in any manner obscure any grating window or opening therein
     giving light to or otherwise intended for the benefit of the demised
     premises or other premises and not to give permission for any new window
     light opening doorway path passage drain or other encroachment or easement
     to be made into or against or upon the demised premises which might be or
     grow to the damage annoyance or inconvenience of the Landlord AND in case
     any such window light opening doorway path passage drain or other
     encroachment or easement shall be made to give immediate notice thereof to
     the Landlord immediately the same shall come to the notice of the Tenant
     and at the request and cost of the Landlord to adopt such means as may be
     reasonably required or deemed proper for preventing any such encroachment
     or the acquisition of any such easement.


PLANNING ACTS

3.25.     In relation to the Planning Acts (by which expression it is intended
     herein to designate the Local Government (Planning & Development) Acts 1963
     to 1983 and any statutory modification or re-enactment thereof for the time
     being in force and any Regulations or Orders made thereunder.

                                       23

<PAGE>

3.25.1.   Not to do or omit or permit to be done or omitted anything on or in
     connection with the demised premises the doing or omission of which shall
     be a contravention of the Planning Acts or of any notices orders licences
     permissions and conditions (if any) served made granted or imposed
     thereunder or under any enactment repealed thereby and to indemnify (as
     well after the expiration of the said term by affluxion of time or
     otherwise as during its continuance) and keep indemnified the Landlord
     against all actions proceedings damages penalties costs charges claims and
     demands in respect of such acts and omissions or any of them and against
     the costs of any application for planning permission and the works and
     things done in pursuance thereof.

3.25.2.   In the event of the Landlord giving written consent to any of the
     matters in respect of which the Landlord's consent shall be required under
     the provisions of this Lease or otherwise and in the event of permission
     from any Planning Authority under the Planning Acts being necessary for any
     addition alteration or change in or to the demised premises or for the
     change of user thereof to apply at the cost of the Tenant to the Local and
     Planning Authorities for all consents and permissions which may be required
     in connection therewith and to give notice to the Landlord of the granting
     or refusal (as the case may be) of all such consents and permissions
     forthwith on receipt thereof.

3.25.3.   To give notice forthwith to the Landlord of any notice order or
     proposal for a notice or order served on the Tenant under the Planning and
     Development Acts and if so required by the Landlord to produce the same and
     at the request and cost of the Tenant to make or join in making such
     objections or representations in respect of any proposal as the Landlord
     may require.

3.25.4.   To comply at its own cost with any notice or order served on the
     Tenant under the provisions of the Planning

                                       24

<PAGE>

     Acts.

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


INSURE GLASS

3.26.     To insure and keep insured the glass in the demised premises in the
     names of the Landlord and Tenant in the full reinstatement cost thereof and
     if required to produce the policy and the receipt for the latest premium.


TO GIVE NOTICE

3.27.     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 made given or issued to the Tenant by any Government
     Department or Local or Public Authority under or by virtue of any
     statutorypower and if so required by the Landlord to produce such
     permission notice or order or proposal for a notice or order to the
     Landlord and also without delay to take all necessary steps to comply with
     any such notice or order and also at the request of the Landlord to make or
     join with the Landlord in making objections or making representations
     against or in respect of any such notice or order or proposal as aforesaid
     as the Landlord shall deem expedient.


REVERSIONARY INTEREST


3.28.     At all convenient hours in the day time on twenty-four hours' notice
     being given to permit all prospective purchasers or dealers in the
     reversionary interests of the

                                       25

<PAGE>

     Landlord by order in writing of the Landlord or its agents to view the
     demised premises without interruption but so that no undue interference is
     caused to the business of the Tenant.


RE-LETTING SIGN

3.29.     To permit the Landlord and its agents at any time within six calendar
     months next before the expiration or sooner determination of the said term
     to enter upon the demised premises and to fix and retain without
     interference upon any suitable part or parts thereof (but not in any
     position likely to interfere with the user of the demised premises) a
     notice board for re-letting or disposing of 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 all reasonable hours
     in the daytime without interruption.


LOSS BY LESSOR

3.30.     To make good all loss sustained by the Landlord in consequence of any
     breach by the Tenant or any underlessee of the Tenant of any covenant or
     condition herein contained.


INDEMNITY

3.31.     To take out and maintain at all times during the term hereby granted a
     Public Liability Policy in respect of and covering the liability of the
     Landlord and the Tenant in respect of the demised premises in an amount of
     not less than IR(pound)10,000,000 be adjusted from time to time as the
     Landlord deems reasonably necessary and to indemnify and keep indemnified
     the Landlord against all and any expenses costs claims and demands damages
     and other liabilities whatsoever in respect of the injury or death of any
     person or damage to any property howsoever without derogating from

                                       26

<PAGE>

     the generality of the foregoing arising directly or indirectly out of:-

3.31.1.   the state of repair or condition of the demised premises;

3.31.2.   the existence of any alterations thereto or to the state of repair or
     condition of such alteration;

3.31.3.   the user of the demised premises;

3.31.4.   any work carried out or in the course of being carried out to the
     demised premises by the Tenant its servants or agents sub-lessees or
     sub-tenants;

3.31.5.   anything now or hereafter attached to or projecting therefrom or any
     other cause arising out of the demised premises.


TO YIELD UP

3.32.     At the expiration or sooner determination of the said term quietly to
     yield up the demised premises together with all the Landlord's fixtures and
     all other fixtures and fastenings that now are or which during the said
     term shall be affixed or fastened thereto (except tenant's or trade
     fixtures (save such partitioning, and wiring as are in the reasonable
     opinion of the Landlord for the general benefit to the demised premises) as
     the Tenant may decide to leave in situ) in such good and substantial repair
     and condition as shall be in accordance with the covenants on the part of
     the Tenant herein contained and in case any of the said fixtures and
     fittings shall be missing broken damaged or destroyed to forthwith replace
     them with others of a similar kind and of equal value and to make good any
     damage caused to the demised premises by the effects (damage by any of the
     Insured Risks as hereinafter defined in Clause 3.1. excepted if and so long
     only as the policy or policies

                                       27

<PAGE>

     or insurance shall not have been vitiated or payment of the policy monies
     withheld or refused in whole or in part by reason of any act neglect or
     default of the Tenant or the servants agents licensees or invitees of the
     Tenant).


TO OBSERVE REGULATIONS

3.33.     To perform and observe and be bound to use its best endeavours to
     ensure that any undertenant of the Tenant and its and their respective
     servants agents invitees and licensees perform and observe all such
     reasonable regulations as may from time to time be made by the Landlord
     hereunder in relation to use of the Common Parts.


TO PAY STAMP DUTY AND V.A.T.

3.34.     To pay to the Landlord the stamp duty on this Lease and the counter
     part thereof and to pay all Value Added Tax (if any) on the delivery hereof
     and arising hereunder and to indemnify the Landlord against the same.


CAR PARK SPACES

3.35.1     Not to assign, share, alienate or otherwise deal in any manner
     whatsoever with the Landlord's interest in the car park spaces granted to
     the Tenant by this Lease ("the car park spaces") to any person or body who
     is not the Tenant unless such transaction is in conjunction with an
     assignment of the interest in the Tenant in the Demised Premises.

3.35.2     Not to breach any covenant or condition or any reasonable rule,
     regulation or notice concerning the use of the car park spaces imposed by
     the Landlord.

3.35.3     Not to obstruct, interfere with or in any manner whatsoever place any
     object, structure or building in the car park space or any part thereof or
     in the entranceway or

                                       28

<PAGE>

     passageways thereto and therefrom.

3.35.4    Immediately surrender assign and yield up possession of the car park
     spaces or any of them and all the interest, right or entitlement of the
     Tenant therein to the Landlord if so requested in writing by the Landlord
     PROVIDED ALWAYS an alternative designated car parking space is made
     available to the Tenant in respect of any space so surrendered at any place
     provided by the Landlord.

          Without prejudice to the generality of the foregoing if any
          alternative car-parking space is located outside a radius of one
          hundred yards of the Demised Premises then the rent herein payable
          shall be adjusted forthwith to reflect the difference (if any) between
          the open market rental value of such space held under the terms of
          this Lease and the original space for which it was substituted and in
          the event of a dispute between the Landlord and the Tenant as to the
          amount of such adjustment the matter shall be referred to the
          Independent Valuer pursuant to the terms of Clause 2 of this Lease
          PROVIDED THAT in no event shall the rent herein be increased pursuant
          to this Clause.


TO PAY I.D.A. SERVICE CHARGE

3.36      The property is subject to a service charge levied by the I.D.A. on
          the premises. The Tenant shall deal directly with the I.D.A. regarding
          notification and payment of the said service charge and shall pay the
          I.D.A. Service Charge levied on the demised premises to the I.D.A.
          within fourteen days of receiving notification of same from the
          I.D.A., and agrees to indemnify the Landlord in respect of any
          liability for the said service charge.

                                       29

<PAGE>

4.   THE LANDLORD HEREBY COVENANTS WITH THE TENANT:-


INSURANCE

4.1. Subject to the Landlord being able to effect insurance against all or any
     one or more of the risks hereinafter specified and subject to reimbursement
     of the appropriate insurance premium as provided by Clause 3.1.2. hereof to
     insure in the name of the Landlord the demised premises and all Landlord's
     fixtures and fittings therein or thereon and to keep the same insured in
     the full reinstatement costs (to be determined from time to time by the
     Landlord or the Landlord's Surveyor) and including an inflationary factor
     (to be reasonably determined from time to time by the Landlord) against
     damage by fire, explosion, lightning, impact, earthquake, aircraft, floods,
     storm and tempest, riot, civil commotion and malicious damage or bursting
     or overflowing of water tanks, apparatus or pipes and including demolition
     and site clearance expenses, architects, quantity surveyors and other fees
     and taxes in relation to the reinstatement of the demised premises and
     value added tax thereon, three years' loss of rent and all stamp duties
     exigible on any building or like contract as may be entered into relative
     to the reconstruction reinstatement or repair of the demised premises or
     any part thereof resulting from the destruction loss or damage thereof or
     thereto from any of the perils aforesaid and public liability and property
     owners liability and against such other risks as the Landlord may from time
     to time consider prudent and desirable (all such perils and risks for the
     time being so covered by insurance as herein called "the Insured Risks")
     and such risks may be covered by a Policy or Policies of Insurance as the
     Landlord may consider appropriate.

RE-INSTATE

                                       30

<PAGE>

4.2. In case the demised premises or any part thereof shall be destroyed or
     damaged by fire or from any of the Insured Risks then (subject to the
     Landlord obtaining Planning Permission and all other necessary permits
     licences and approvals) and as often as shall happen to lay out all monies
     received in respect of such insurance as aforesaid as soon as practicable
     in or upon rebuilding repairing or reinstating the demised premises in a
     good and substantial manner unless the relevant policy shall have been
     vitiated or rendered less than fully effective by any act neglect default
     or omission of the part of the Tenant.


PROVIDED ALWAYS:-

4.2.1.    that in the event of the Landlord being unable to reinstate the
     demised premises substantially in accordance with its existing plan and
     elevation due to refusal of planning or other approvals, consents or
     licences the Tenant agrees to surrender this Lease when called upon by the
     Landlord so to do.


QUIET ENJOYMENT

4.3. That the Tenant paying the rents hereby reserved and observing and
     performing the covenants and agreements on the part of the Tenant
     hereinbefore contained shall and may peaceably hold and enjoy the demised
     premises during the said term without any interruption by the Landlord or
     any other person or persons lawfully claiming under or in trust for it.

5.   PROVIDED ALWAYS and it is hereby agreed and declared as follows:


FORFEITURE

                                       31

<PAGE>

5.1.1.    the said rent or any interest on arrears of rent or any sum payable
     hereunder or any part thereof shall be unpaid for fourteen days after any
     of the days hereinbefore appointed for payment whether the same shall have
     been lawfully demanded or not; or

5.1.2.    any covenants on the Tenant's part herein contained shall not be
     observed or performed; or

5.1.3.    the Tenant being an individual or a firm shall become bankrupt or
     compound or arrange with his or its creditors or being a company shall go
     its liquidation either compulsory or voluntary except for the purpose of
     reconstruction or amalgamation; or

5.1.4.     the Tenant being a company shall permit or suffer to be appointed a
     receiver or examiner over any part of its assets.

THEN and in any of the said cases and at any time thereafter it shall be lawful
for the Landlord or any person or persons authorised by the Landlord to enter
upon the demised premises or any part thereof in the name of the whole and to
repossess the same and enjoy the same as if this Lease had not been executed but
without prejudice to any right of action or remedy on either party in respect of
any antecedent breach of any of the covenants by the other herein contained.


SUSPENSION OF RENT

5.2. If during the said term the demised premises or any part thereof shall be
     destroyed or damaged by any of the Insured Risks so as to be unfit for
     occupation or use and the policy or policies of insurance effected by the
     Landlord shall not have been vitiated or payment of the policy monies
     withheld or refused in whole or in part in consequence of any act neglect
     or default of the Tenant its servants agents or licensees the rent hereby
     reserved and

                                       32

<PAGE>

     the obligations of the Tenant as to the maintenance and repair of the
     demised premises or a fair proportion thereof according to the nature and
     extent of the damage sustained shall be suspended until the demised
     premises shall have again been rendered fit for occupation or use by the
     Tenant or become accessible again or for three years whichever is the
     shorter and any dispute concerning the provision of this Clause shall be
     determined by a single arbitrator in accordance with the provisions of the
     Arbitration Act 1954 and 1980 or any statutory enactment in that behalf for
     the time being in force.


SURRENDER

5.3. In case the demised premises or any part thereof shall be destroyed or
     become ruinous and uninhabitable or incapable of beneficial occupation or
     enjoyment by or from any of the Insured Risks during the term hereby
     granted the Tenant hereby absolutely waives and abandons its rights (if
     any) to surrender this Lease under the provisions of Section 40 of the
     Landlord & Tenant Law Amended Act, Ireland 1960 or otherwise.


WARRANTY

5.4. Nothing in this Lease contained shall be deemed to constitute any warranty
     by the Landlord that the demised premises or any part thereof are
     authorised under the Planning Acts or otherwise for use for any specific
     purpose.


NO WAIVER

5.5. The demand for and the acceptance of rent by the Landlord or its Agents
     shall not constitute and shall not be construed to mean a waiver of any of
     the covenants on the part of the Tenant herein contained and the penalties
     attached to the non-performance thereof.

                                       33

<PAGE>

5.6. The Landlord shall have the right of giving reasonable notice in writing to
     the Tenant to enter upon the demised premises during the term hereof with
     workmen and machinery of the purposes of carrying out improvements to the
     demised premises such improvements to be taken into account on rent review,
     but causing as little inconvenience as possible to the Tenants business.


CONSTRUCTION

6.   WHERE the Tenant consists of two or more persons all the respective
     covenants by the Tenant shall be deemed to be by such persons jointly and
     severally and reference to the masculine gender shall include reference to
     the female gender and reference to the singular shall include reference to
     the plural and references to a person shall include corporation and visa
     versa respectively.

7.   Each covenant by the Tenant not to do any act or thing shall be deemed to
     include a covenant not to permit or suffer that act or thing to be done.

8.   "Month" shall mean calendar month.

9.   Reference to any Act of Parliament or of the Oireachtas shall include any
     Act replaced by it or any Act replacing or amending it and any Order
     regulation instrument direction scheme or permission made under it or
     deriving validity from it.


NOTICES

10.  IN addition to any other prescribed mode of service any notices requiring
     to be served on the Tenant hereunder shall be validly served if left
     addressed or sent by prepaid ordinary post to the Tenant (or if there shall
     be

                                       34

<PAGE>

     more than one of them of any one or more of them) at the demised premises
     or at the last known address or addresses of the Tenant or Tenants or any
     of them in the Republic of Ireland and any notice required to be served on
     the Landlord shall be validly served if left or posted to the registered
     office of the Landlord.

11.  Where the Landlord has the right or obligation to serve a notice demand or
     certificate or to enter the demised premises for any purpose such right or
     obligation may be exercised by a surveyor or agent authorised to act on the
     Landlord.

12.  THE paragraph headings shall not affect in any way the construction of this
     Lease.



IT IS HEREBY CERTIFIED by the parties hereto that the premises hereby demised
are situated in the City of Dublin.

IN WITNESS whereof the parties hereto have hereunto executed these presents the
day and year first herein WRITTEN.

                                       35

<PAGE>

                                    SCHEDULE
                                    --------
                                   First Part
                                   ----------
                              The Demised Premises
                              --------------------

ALL THAT the hereditaments and premises known as Trintech Building Phase II,
South County Business Park being part of the land comprised in an Indenture of
Lease dated the 25th day of November 1998 and made between the Industrial
Development Authority of the one part and the Landlord of the other part, as the
same is more particularly delineated on the map or plan annexed hereto numbered
1 and thereon surrounded by a red verge line TOGETHER WITH:-

(a)  All Landlord's fixtures and fittings in and about the demised premises.

(b)  The use of all conduits upon, through or under such adjacent premises
     insofar as such rights may be necessary for the enjoyment of the demised
     premises and in common with the Landlord and all other person authorised by
     the Landlord or otherwise entitled thereto.

(c)  Works carried out by the Landlord on the demised premises as outlined on
     the Schedule dated 5th February 20001 attached hereto.


                                   Second Part
                                   -----------

                          Easements and Rights Granted
                          ----------------------------

1.   Subject always to the provisions hereof and in common with the Landlord and
     all other persons authorised by the Landlord or otherwise entitled thereto
     (and subject to temporary interruption for repair, alteration or
     replacement) the free and uninterrupted use for the passage of water,
     drainage, gas, electricity, telephone and other services to or from the
     demised premises through all

                                       36

<PAGE>

     conduits which are now or may at any time during the period of 21 years
     from the date hereof be in, under or over the retained premises and serving
     the demised premises;

2.   Right of way on foot only for the Tenant, its employees, customers,
     licensees and invitees over and along the roads, roadways and footpaths on
     the retained premises or such portion thereof as may be designated from
     time to time by the Landlord and subject to compliance with such reasonable
     regulations as may be made in relation thereto by the Landlord for the
     purpose of access to and egress from the demised premises to the public
     road;

3.   Full right and liberty for the Tenant, its employees, customers, licensees
     and invitees to park private motor cars in 81 car-parking spaces allocated
     from time to time by the Landlord in accordance with the terms of this
     lease and which for the time being shall be the spaces coloured yellow on
     plan no. 2 annexed hereto ("the car spaces");

4.   Full right and liberty to go and repass with or without vehicles over and
     along the road and roadways on the retained premises or such portion
     thereof as may be designated from time to time by the Landlord acting
     reasonably and subject to compliance with such reasonable regulations as
     may be made in relation thereto by the Landlord for the purposes of access
     to and egress from the car spaces to the public road;

5.   Full right and liberty to pass and repass on foot at all times over the
     roads, roadways and footpaths on the retained premises or such portion
     thereof as may be designated from time to time by the Landlord acting
     reasonably and subject to compliance with such reasonable regulations as
     made from time to time by the Landlord in relation thereto by the Landlord
     for the purpose of access to and egress from the car spaces to the demised
     premises;

                                       37

<PAGE>

6.   Full right and liberty to the Tenant, its servants and agents to enter upon
     so much of the retained premises and to remain there as shall be necessary
     for the purposes of repairing, maintaining, relaying or replacing (as
     appropriate) the demised premises, or the conduits serving same or the car
     spaces.

                                       38

<PAGE>

SIGNED SEALED AND DELIVERED by
the Landlord in the presence of:-











SIGNED AND SEALED by
the Tenant in the presence of:-

                                       39