PARTICULARS


1.   DATE OF THIS UNDERLEASE            3rd November                     1986

2.   LESSOR                    WIMGROVE INVESTMENTS LIMITED of 31,
                               Hammersmith Grove, London W6 7EN

3.   LESSEE                    EAST LONDON TELECOMMUNICATIONS LIMITED
                               of 46/47 Bloomsbury Square, London WC1A
                               2RU (Co. Registration No. 1870928)

4.   DEMISED PREMISES          All those premises shown edged red on the
                               Plan annexed hereto together with the
                               buildings from time to time thereon fronting
                               Millharbour in the London Borough of Tower
                               Hamlets intended to be known as Unit C3 on the
                               Lessor's Estate as hereinafter defined

5.   DATE OF COMMENCEMENT               6th October                       1986
     OF TERM

6.   LENGTH OF TERM            Twenty Five years

7.   INITIAL RENT              (pounds) 95,500 p.a.

                                         ------------------------------------
                                         D. J. FREEMAN
                                         Solicitors
                                         1 Fetter Lane, London EC4A 1BR
                                         ------------------------------------
                                         Date: 23/10/97 Ref:MKA
                                         Certified a true copy of the original*
                                         /s/ D.J. Freeman
                                         ------------------------------------
                                         *    but without lease plan


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THIS UNDERLEASE is made on the date stated in the Particulars B E T W E E N the
Lessor stated in the Particulars (hereinafter called "the Lessor") of the one
part and the Lessee stated in the Particulars (hereinafter called the Lessee")
of the other part

WITNESSETH as follows:-

1.     IN these presents unless there be something in the subject or context
       inconsistent therewith:-

       (a)    (i)    words importing the masculine gender only shall include the
                     feminine and vice versa and words importing persons shall
                     include companies and corporations and vice versa

              (ii)   words importing the singular number only shall include the
                     plural and vice versa and where there are two or more
                     persons included in the expression "the Lessee" then
                     covenants herein expressed to be made by the Lessee shall
                     be covenants by such persons jointly and severally

       (b)           the following expressions shall have the meanings
                     attributed to them hereunder:-

              (i)    "the Demised Premises" shall mean the land and premises so
                     designated and described in the Particulars and each and
                     every part thereof together with the appurtenances thereto
                     and any building now or hereafter erected thereon or on any
                     part thereof together with all additions alterations and
                     improvements thereto and shall also include all landlord's
                     fixtures and fittings and landlord's plant machinery and
                     equipment now or hereafter in or about the same

              (ii)   "the insured risks" shall mean fire explosion lightning
                     aircraft articles dropped from aircraft storm tempest flood
                     impact riot malicious damage civil commotion subsidence
                     landslip and heave earthquake (fire and shock) and bursting


                                       -2-

<PAGE>

                     and overflowing of water tanks apparatus and pipes together
                     with three years (or such longer period as the Lessee may
                     require) loss of rent and Service Charge costs of
                     demolition and site clearance Architects' Surveyor's and
                     other appropriate professional fees and such other risks as
                     the Lessor may from time to time require to insure against

              (iii)  "the Particulars" shall mean the details and descriptions
                     appearing in the page headed "Particulars" and which shall
                     comprise part of this Underlease

              (iv)   "the Plan" shall mean the Plan annexed hereto

              (v)    "the Lessor" shall include the person for the time being
                     entitled to the reversion immediately expectant on the
                     determination of the term hereby granted and "the Lessee"
                     shall include its successors in title and assigns

              (vi)   (a) "the Lessor's Surveyor" shall mean the person firm or
                     company appointed by the Lessor from time to time to act as
                     its Surveyor or Managing Agent (such Surveyor or Managing
                     Agent being a Member of the Royal Institution of Chartered
                     Surveyors or some other recognised professional body
                     regulating the activities of surveyors or if not a Member
                     of such a professional body being experienced in the
                     professional management of commercial properties)

                     (b)"the Superior Lessor's Surveyor" shall mean the estates
                     manager or Surveyor (or one of the Surveyors) for the time
                     being from time to time of the Superior Lessor being a
                     member of the Royal Institution of Chartered Surveyors or
                     some other recognised professional body regulating the
                     activities of Surveyors

              (vii)  "the Superior Lessor" shall mean the London Docklands
                     Development Corporation or other the person for the time

                                      -3-
<PAGE>

                     being entitled to the reversion to the Head Lease

              (viii) "the Head Lease" shall mean the lease dated the Eighth day
                     of October 1985 and made between London Docklands
                     Development Corporation (1) and the Lessor (2)

              (ix)   "the Lessor's Estate" shall mean the premises comprised in
                     the Head Lease registered under Title Number EGL165861
                     known as The Enterprise Business Park Poplar London E 14
                     and edged green on the Plan

              (x)    "Stated Interest" shall mean interest at the rate of four
                     per cent per annum above the Base Rate from time to time of
                     Lloyds Bank Plc. or if such Base Rate shall cease to
                     exist or be published then interest at such rate as shall
                     reasonably equate with the same and as the Lessor may from
                     time to time in writing specify

              (xi)   "the Term" shall mean the term of years hereby granted
                     which where applicable shall include the period of any
                     holding over or any extension or continuance thereof by
                     statute or at common law

              (xii)  "the Termination Date" shall mean the date of expiration or
                     sooner determination of the Term

2.     IN consideration of the Yearly Rent and the covenants on the part of the
       Lessee hereinafter reserved and contained the Lessor HEREBY DEMISES unto
       the Lessee the Demised Premises TOGETHER with the rights and easements
       set out in the First Schedule hereto and EXCEPT AND RESERVED the rights
       and easements set out in the Second Schedule hereto TO HOLD the same unto
       the Lessee for a term from and including the Date of Commencement of Term
       for the Length of Term PAYING therefor:-

       (a)    During the first five years of the Term the Yearly Rent of NINETY
              - FIVE THOUSAND FIVE HUNDRED POUNDS ((pound)95,500) and during the
              remainder of the term such Yearly Rent as shall be agreed or


                                      -4-


<PAGE>

              determined in accordance with the provisions for review of the
              Yearly Rent hereinafter contained

       (b)    By way of further or additional rent 47.10 per centum of the
              Service Charge as defined in the Fourth Schedule hereto in the
              manner provided therefor in the said Schedule

      such Yearly Rent and further or additional rent to be paid by equal
      quarterly payments in advance on the usual quarter days the first of such
      payments to be made on the Seventeenth day of November 1986 in respect
      of the period on and from the 17th day of November 1986 to the quarter day
      next following

3.    THE Lessee HEREBY COVENANTS with the Lessor as follows:-

       (1)           To pay the rents hereinbefore reserved on the days and in
                     the manner hereinbefore appointed for payment thereof

       (2)     (i)   To pay bear and discharge all existing and future rates
                     taxes duties charges assessments impositions and outgoings
                     whatsoever (whether Parliamentary or parochial or
                     otherwise and whether or not of a capital or
                     non-recurring nature) which now are or may at any time
                     hereafter during the Term be charged levied assessed or
                     imposed upon the Demised Premises or upon the owner or
                     occupier in respect thereof (other than taxes upon the
                     income or gains or deemed income or gains of the Lessor or
                     any person holding an interest in the Demised Premises
                     superior to that of the Lessee or arising from or in
                     connection with the reversion immediately expectant upon
                     the expiration of the Term or arising from any such
                     superior interest)

              (ii)   To pay (or to reimburse the Lessor as appropriate) for all
                     water supplied to the Demised Premises as recorded by the
                     check meter from time to time installed therein at the rate
                     charged from time to time by the Water Authority and at all

                                       -5-


<PAGE>

                     times to keep the meter installed within the Demised
                     Premises in full working order and repair and to ensure
                     that at all times throughout the term apparatus for the
                     purpose of recording the quantity of water supplied to the
                     Demised Premises of a type approved by the Water Authority
                     and the Lessor is maintained therein and further to permit
                     the Lessor to enter into and upon the Demised Premises at
                     any time for the express purpose of checking that the said
                     apparatus is installed and maintained in accordance with
                     this covenant and to take readings in order to prepare any
                     necessary accounts

      (3)            From time to time and at all times during the Term to
                     repair and to keep the whole of the Demised Premises
                     including (without prejudice to the generality of that
                     expression) the external walls roof drains and the sanitary
                     and water apparatus therein in good and substantial repair
                     and condition and to renew or replace the Demised Premises
                     or any part or parts thereof if the same may be or become
                     beyond repair or which may require renewal or replacement
                     by reason of any defect therein whether latent inherent or
                     otherwise and to yield up the same on the Termination Date
                     in good and substantial repair and condition in accordance
                     with the covenants by the Lessee herein contained To repair
                     cleanse and maintain and to keep repaired cleansed and
                     maintained and free from obstruction all gutters sewers
                     drains and water and waste-pipes and ducts belonging
                     solely to or forming part of the Demised Premises

      (4)     (a)    As often as may be reasonably necessary during the Term and
                     also in the last six months thereof whether determined by
                     effluxion of time or otherwise to paint or otherwise treat
                     as the case may be all the exterior and interior wood metal

                                       -6-

<PAGE>

                     plastic stucco and cement work of the Demised Premises
                     previously so painted or treated in a workmanlike manner

              (b)    As often as may be reasonably necessary and in any event
                     during the last six months of the Term whether determined
                     by effluxion of time or otherwise and so far as is
                     practicable to clean the external stone and brickwork and
                     other external surfaces of the Demised Premises and if
                     necessary to repoint the brickwork

      (5)            To permit the Lessor and the Superior Lessor and its or
                     their agents or surveyors with or without workmen and
                     others and appliances at all reasonable times on reasonable
                     prior written notice during the Term (save in case of
                     emergency when no notice shall be required) to enter the
                     Demised Premises or any part thereof:-

              (a)    To view the state and condition of the same and to give or
                     leave on the Demised Premises notice in writing to the
                     Lessee of all defects wants of reparation and breaches of
                     covenants then and there found for which the Lessee is
                     liable hereunder and within three months after every such
                     notice (or sooner if requisite) the Lessee shall commence
                     to repair and complete and make good the same according to
                     such notice and the covenants in that behalf herein
                     contained to the reasonable satisfaction of the Lessor's
                     Surveyor and the Superior Lessor's Surveyor AND if the
                     Lessee shall fail to comply with such notice or if the
                     Lessee shall at any time make default in the performance of
                     any of the covenants herein contained for or relating to
                     the repair decoration or maintenance of the Demised
                     Premises it shall be lawful (but without prejudice to the
                     right of re-entry and forfeiture hereinafter contained)
                     for the Lessor its agents servants and workmen to


                                       -7-

<PAGE>

                     enter upon the Demised Premises and to carry out or cause
                     to be carried out all or any of the works referred to in
                     such notice and the cost of so doing and all expenses
                     incurred thereby together with Stated Interest thereon from
                     the date when written notice of the amount of any such
                     expenditure by the Lessor shall be served on the Lessee to
                     the date of payment shall be paid by the Lessee to the
                     Lessor within seven days of such written notice and shall
                     be recoverable as rent in arrear

              (b)    During the period of six months prior to the Termination
                     Date to take schedules or inventories of the fixtures and
                     fittings plant and machinery belonging to the Lessor or to
                     be yielded up on the Termination Date and

              (c)    To execute any repairs decorations or other work upon or to
                     any adjoining or neighbouring premises or to carry out any
                     repairs decorations or other work which the Lessor must or
                     may carry out under the provisions of this Underlease upon
                     or to the Demised Premises or to cleanse or empty or renew
                     the sewers drains and gutters belonging to the same or to
                     construct any building or erection on any land adjoining or
                     neighbouring the Demised Premises the Lessor or any other
                     person exercising such right of entry doing as little
                     damage as reasonably possible and forthwith making good all
                     damage occasioned thereby to the Demised Premises or their
                     contents as soon as reasonably possible

           (6)(a)    That no additional or new building or structure of any kind
                     shall at any time hereafter be erected upon the Demised
                     Premises or any part thereof without the prior consents in
                     writing of the Lessor and the Superior Lessor (such
                     consents not to be unreasonably withheld nor in the case of
                     the Lessor

                                      -8-
<PAGE>
                     unreasonably delayed)

              (b)    Not at any time during the Term to make or permit or suffer
                     to be made any structural alterations or additions
                     whatsoever in or to the Demised Premises or any part
                     thereof either internally or externally nor to cut maim or
                     remove or permit or suffer to be cut maimed or removed any
                     of the walls beams columns or other structural parts of the
                     Demised Premises without in any of the foregoing cases the
                     prior written consents of the Lessor and the Superior
                     Lessor (such consents not to be unreasonably withheld nor
                     in the case of the Lessor unreasonably delayed)



           (7)(a)    Not to do or permit or suffer to be done or remain upon the
                     Demised Premises or any part thereof anything which may be
                     or become a nuisance annoyance or disturbance inconvenience
                     injury or damage to the Lessor the Superior Lessor or its
                     or their tenants or the owners or occupiers of any property
                     in the neighborhood

              (b)    Not to use or permit or suffer the Demised Premises or any
                     part thereof to be used for any noxious noisy or offensive
                     trade or business nor for any illegal or immoral act or
                     purpose

              (c)    Not to discharge or permit or suffer to be discharged into
                     any pipe or drain serving the Demised Premises or any other
                     property any oil grease or other deleterious matter or any
                     substance which might be or become a source of danger or
                     injury to the drainage system of the Demised Premises or
                     any such other property or any part thereof

              (d)    Not to overload or permit or suffer to be overloaded the
                     floor roof or structure of the Demised Premises or permit
                     or suffer the same to be used in any manner which will
                     cause

                                      -9-

<PAGE>

                     undue strain or interfere therewith and not to install or
                     permit or suffer to be installed any machinery on the
                     Demised Premises which shall be unduly noisy or cause
                     dangerous vibrations nor to use or permit or suffer to be
                     used the Demised Premises or any part thereof in such
                     manner as to subject the same to any strain beyond that
                     which it is designed to bear

           (8)       At all times during the said term to use the Demised
                     Premises for purposes within Classes III or X of the Town
                     and Country Planning (Use Classes) Order 1972 and not to
                     use or permit or suffer the same to be used for any other
                     purpose it being agreed and declared between the parties
                     that the use of the Demised Premises for the purposes of a
                     centre for the provision of cable television and related
                     television services and other services related to
                     telecommunications or other communications shall be deemed
                     to be within the said purposes

           (9)       That no signboard advertisement placard or sign whatsoever
                     shall be attached to or exhibited in on or to the Demised
                     Premises without the previous written consents of the
                     Lessor and the Superior Lessor which shall not be
                     unreasonably withheld nor in the case of the Lessor
                     unreasonably delayed in the case of notices relating to the
                     Lessee's business or any associated business which are
                     normally and reasonably displayed

          (10)       That no road forecourt entrance or other area leading to or
                     giving access to the Demised Premises or over which the
                     Lessee is hereby granted rights of access or use shall be
                     damaged or obstructed or used in such manner as to cause
                     any nuisance damage or annoyance


                                     -10-


<PAGE>

          (11)       To comply with the regulations contained in the Fifth
                     Schedule hereto and with all reasonable regulations made by
                     the Lessor and/or the Superior Lessor or by any public
                     local or other authority from time to time for the
                     management of the Lessor's Estate and any land water area
                     or premises used or to be used in common or jointly with
                     any other person

          (12)       As soon as is reasonably possible after the happening of
                     any event or thing against which insurance has been
                     effected by the Lessor under the provisions hereinafter
                     contained to give notice thereof to the Lessor

          (13)(a)    At all times during the Term at the Lessee's own expense to
                     observe and comply in all respects with the provisions and
                     requirements of any and every enactment (which expression
                     in this covenant includes as well any and every Act of
                     Parliament already or hereafter to be passed as any and
                     every notice direction order regulation bye-law rule and
                     condition already or hereafter to be made under or in
                     pursuance of or deriving effect from any such Act) or
                     prescribed or required by any public local or other
                     authority so far as they relate to or affect the Demised
                     Premises or the Lessee thereof or any additions or
                     improvements thereto or the user thereof for any purposes
                     or the employment therein of any person or persons or any
                     fixtures machinery plant or chattels for the time being
                     affixed thereto or being thereupon or used for the purposes
                     thereof

              (b)    To execute all works and provide and maintain all
                     arrangements which by or under any enactment or by any
                     Government Department Local Authority or other Public
                     Authority or duly authorised officer or Court of competent
                     jurisdiction acting under or in pursuance of any
                     enactment are or may be directed

                                      -11-
<PAGE>

                     or required to be executed provided or maintained at any
                     time during the Term upon or in respect of the Demised
                     Premises or any additions or improvements thereto or in
                     respect of any user thereof or employment therein or any
                     person or persons or fixtures machinery plant or chattels
                     and whether by the Landlord or tenant thereof

              (c)    To indemnify the Lessor at all times against all costs
                     charges and expenses of or incidental to the execution of
                     any works or the provision or maintenance of any
                     arrangements so directed or required as aforesaid and not
                     at any time during the term to do or omit or suffer to be
                     done or omitted in or about the Demised Premises any act or
                     thing (other than any which shall be permitted under any
                     other provision of this Underlease) by reason of which the
                     Lessor or the Superior Lessor may under any enactment incur
                     or have imposed upon it or become liable to pay any penalty
                     damages compensation costs charges or expenses

              (d)    To pay to the Lessor and the Superior Lessor upon demand a
                     due proportion (to be conclusively determined by the
                     Lessor's and the Superior Lessor's Surveyors) of all costs
                     charges and expenses (including Surveyors' Architects' and
                     other professional advisers' fees) incurred by the Lessor
                     and the Superior Lessor of or incidental to (i) complying
                     with all provisions and requirements of any kind and every
                     enactment 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 sofar as the same relate to any premises used or
                     enjoyed by the Lessee in common or jointly with any other
                     person or persons or the user thereof

                                      -12-

<PAGE>
      (14)           Within seven days of the receipt of notice of the same to
                     give full particulars to the Lessor and the Superior Lessor
                     of any direction permission notice or order or proposal for
                     any such relevant to the Demised Premises or to the use or
                     condition thereof or otherwise concerning the Lessee made
                     given or issued to the Lessee or the occupier of the
                     Demised Premises by any Government Department Local or
                     Public Authority or other competent authority

      (15)           Not to do or omit to be done anything whereby the policy or
                     policies of insurance effected by the Lessor may become
                     void or voidable at the instance of the Insurers or whereby
                     the rate of premium thereon may be increased and if the
                     said rate of premium shall be increased as the result of
                     any act or default on the part of the Lessee to repay to
                     the Lessor on demand the amount of any such increase

      (16)(a) (i)    Not to assign or share the possession of any part or parts
                     (as distinct from the whole) of the Demised Premises
                     PROVIDED ALWAYS THAT the Lessee may nevertheless share
                     possession of part of the Demised Premises with a company
                     which is a member of the same group as the Lessee within
                     the meaning contained in Section 42 of the Landlord and
                     Tenant Act 1954

              (ii)   Not without the previous written consent of the Lessor
                     (which shall not be unreasonably withheld or delayed) to
                     underlet any part (as distinct from the whole) of the
                     Demised Premises save that the Lessee may (with such
                     consent as aforesaid) underlet either the northern or
                     southern sections of the Demised Premises upon and subject
                     to the following conditIons:-

                     (a) any such underletting shall be for a term not exceeding
                     ten years to expire earlier than the Termination Date

                                      -13-

<PAGE>
                     (b) prior to granting any proposed underlease the intended
                     parties thereto shall obtain an Order from the appropriate
                     Court excluding the provisions of sections 24 to 28
                     inclusive of the Landlord and Tenant Act 1954 (as amended
                     by the Law of Property Act 1969) from the proposed tenancy
                     (c) the purpose for which the proposed underlessee intends
                     to use the part of the Demised Premises intended to be
                     sub-demised shall be first approved by the Lessor (which
                     approval shall not be unreasonably withheld or delayed)
                     (d) the provisions of paragraph (c)(i)(ii) and (iii) of
                     this Clause 3(16) shall apply to any underletting of part
                     of the Demised Premises

              (b)    Not to assign the whole or underlet or part with possession
                     of the whole of the Demised Premises (except to a company
                     which is a member of the same group as the Lessee within
                     the meaning contained in Section 42 of the Landlord and
                     Tenant Act 1954) without the previous written consent of
                     the Lessor which shall not be unreasonably withheld in the
                     case of a respectable and responsible assignee or
                     under-tenant and upon any assignment to obtain if the
                     Lessor shall reasonably so require (but not otherwise) an
                     acceptable guarantor for any private limited company and a
                     direct covenant by the assignee with the Lessor to observe
                     and perform the covenants and conditions of this Underlease

              (c)    Any sub-underlease of the whole or any part of the Demised
                     Premises shall be at the best rent reasonably obtainable if
                     the Demised Premises (or the part thereof) were let on the
                     open market with vacant possession by a willing Landlord to
                     a willing tenant without payment of a fine or premium and
                     shall contain (inter alia):-

                                     -14-


<PAGE>


                     (i) An unqualified covenant on the part of the sub-under-
                     lessee that the sub-underlessee will not assign underlet
                     or share possession (other than with a company which is a
                     member of the same group within the said meaning) of part
                     only of the premises thereby demised and

                     (ii) a covenant on the part of the sub-underlessee that
                     the sub-underlessee will not assign underlet or part with
                     the possession of the whole of the premises thereby demised
                     without obtaining the previous written consent of the
                     Lessor under this present Underlease (which consent shall
                     not be unreasonably withheld or delayed) and providing in
                     such sub-underlease that any sub-underlease granted out
                     of such sub-underlease whether immediate or mediate shall
                     contain a similar provision and

                     (iii) provisions for the review of the rent thereby
                     reserved on the same dates and substantially in the same
                     form as those contained herein

              (d)    Within one month after the execution of any assignment
                     transfer or underlease or the assignment of an underlease
                     or the grant of any sub-underlease out of an underlease or
                     any transmission by reason of a death or otherwise
                     affecting the Demised Premises or any part thereof to
                     produce to and leave with the Lessor and the Superior
                     Lessor or its or their Managing Agents for the time being a
                     copy of the deed instrument or other document evidencing or
                     effecting such dealing or transmission and on each occasion
                     to pay to the Lessor and the Superior Lessor or such agents
                     a reasonable registration fee and that every sub-tenancy
                     or sub-lease of the Demised Premises shall contain a
                     similar covenant by the sub-tenant or sub-lessee and
                     expressed to be for the benefit


                                      -15-

<PAGE>


                of the Lessee and the Lessor

      (17)      To pay to the Lessor all costs charges and expenses
                (including Solicitors' Counsels' and Surveyors' and other
                professional costs and fees) reasonably incurred by the Lessor:-

           (a)  In or in contemplation of any proceedings relating to the
                Demised Premises under Section 146 or 147 of the Law of Property
                Act 1925 or the preparation and service of Notice thereunder
                (whether or not any right of re-entry or forfeiture has been
                waived by the Lessor or a Notice served under the said Section
                146 is complied with by the Lessee or the Lessee has been
                relieved under the provisions of the said Act and
                notwithstanding forfeiture is avoided otherwise than by relief
                granted by the Court) and to keep the Lessor fully and
                effectively indemnified against all costs expenses claims and
                demands whatsoever in respect of the said proceedings

           (b)  In the preparation and service of a Schedule of Dilapidations at
                any time during or after the Term

           (c)  In respect of any application for consent required by this Lease
                whether or not such consent be granted PROVIDED ALWAYS THAT
                nothing contained in this sub-clause 3(17) shall be intended to
                oust the jurisdiction of the Court to determine the question of
                costs in relation to any application by the Lessee to the Court
                for a declaration that (where appropriate) the Lessor or the
                Superior Lessor has in any respect unreasonably refused or
                delayed its consent to any such application or otherwise to oust
                the jurisdiction of the Court in relation to any of the other
                matters referred to in this sub-clause

      (18)      In relation to the Planning Acts" which in this Lease means


                                      -16-

<PAGE>


                Local Government Planning and Land Act 1980 the Town and Country
                Planning Acts 1962-1974 and any future legislation of a similar
                nature and any statutory modification or re-enactment thereof
                for the time being in force and any order instrument plan
                regulation permission and directive made or issued or to be made
                or issued thereunder or deriving validity therefrom:

           (a)  At all times during the Term to comply in all respects with the
                provisions and requirements of the Planning Acts and all
                licenses consents permissions and conditions (if any) hereafter
                to be granted or imposed thereunder or under any enactment
                repealed thereby so far as the same respectively relate to or
                affect the Demised Premises or any parts thereof or any
                operations works acts or things hereafter to be carried out
                executed done or omitted thereon or the use thereof for any
                purpose

           (b)  During the Term so often as occasion shall require at the
                expense in all respects of the Lessee to obtain from the Local
                Authority the Local Planning Authority and/or the Secretary of
                State for the Environment (or other appropriate Minister) all
                such licences consents and permissions (if any) as may be
                required for the carrying out by the Lessee or anyone deriving
                title under the Lessee (in this sub-clause (18) referred to as
                "a sub-tenant") of any operations on the Demised Premises or
                the institution or continuance by the Lessee or a sub-tenant
                thereon of any use thereof which may constitute development
                within the meaning of the Planning Acts

           (c)  To pay and satisfy any charge that may hereafter be imposed
                under the Planning Acts in respect of the carrying out or


                                      -17-


<PAGE>


                maintenance by the Lessee or a sub-tenant of any such operation
                or the institution or continuance by the Lessee or a sub-tenant
                of any such use as aforesaid

           (d)  If and when called upon so to do to produce to the Lessor the
                Superior Lessor and their Surveyors and as they may direct all
                such plans documents and other evidence as the Lessor and the
                Superior Lessor may reasonably require to satisfy themselves
                that the provisions of this covenant have been complied with in
                all respects

      (19)      To keep the Demised Premises sufficiently supplied and equipped
                with such fire fighting and extinguishing appliances as
                shall from time to time be required by Law or by the Local or
                other competent authority and not to obstruct or permit or
                suffer to be obstructed the access to or means of working such
                appliances or the means of escape from the Demised Premises in
                the case of fire

      (20)      During the six months immediately preceding the Termination Date
                to permit the Lessor or its agents to affix upon any part of the
                Demised Premises as may be reasonable and shall not obstruct the
                windows or doors of the same a notice of a reasonable size as to
                the proposed re-letting or other disposal thereof and to permit
                intending tenants or purchasers at reasonable times of the day
                on reasonable prior notice to view the Demised Premises

      (21)      Not knowingly to permit any new window light opening doorway
                path drain or encroachment or easement to be made into against
                or upon the Demised Premises and to give notice to the Lessor
                and the Superior Lessor of any such which shall be made or
                attempted and come to the Lessee's notice and at the request and
                cost of the Superior Lessor to adopt such means


                                      -l8-


<PAGE>


                  and take such steps as may be reasonably required by the
                  Superior Lessor to prevent the same

4. THE Lessor HEREBY COVENANTS with the Lessee as follows:-

      (1)       That the Lessee paying the rents hereinbefore reserved on the
                days and in the manner hereinbefore appointed for payment
                thereof and performing the covenants and conditions hereinbefore
                contained on the Lessee's part to be observed and performed
                shall and may peaceably and quietly hold and enjoy the Demised
                Premises hereby granted without any lawful interruption by the
                Lessor or any person rightfully claiming through under or in
                trust for it

      (2)       At all times throughout the said term to insure the Demised
                Premises against loss or damage by the Insured Risks subject to
                such limitations or exclusions as may be normal for such
                insurance and are imposed or required by the Insurers with
                Insurers of good repute in the full reinstatement value thereof
                and to effect and maintain adequate third party insurance with
                Insurers of good repute And duly to make all payments necessary
                for the above purposes and to produce to the Lessee on demand a
                copy of the policy or policies of such insurance together with
                all endorsements thereon and the receipt or other sufficient
                evidence of every such payment

      (3)       In the event of the Demised Premises or any part thereof or any
                part of the access thereto or the essential services thereto
                within the Lessor's Estate being destroyed or damaged by any of
                the insured risks with all reasonable speed after obtaining as
                soon as shall be practicable all necessary statutory approvals
                consents and licences to apply all moneys received by virtue of
                such insurance and to apply such further moneys as may be
                necessary for that purpose in


                                      -19-


<PAGE>


                rebuilding or reinstating or making good as the case may be to
                the satisfaction of the Lessor and the Superior Lessor and the
                reasonable satisfaction of the Lessee the Demised Premises or
                such part thereof as the case may be PROVIDED that the Lessor's
                obligation under this covenant shall cease if such insurance
                shall be rendered void or vitiated by any act or omission of the
                Lessee

      (4)       If rebuilding or reinstatement of the Demised Premises or any
                part thereof proves impossible or impracticable or is frustrated
                the insurance moneys shall be divided between the Lessor the
                Superior Lessor and the Lessee and the other persons (if any) in
                whose interest the said insurance shall have been maintained in
                the proportions which the values of their respective interests
                in the Demised Premises or that part thereof bears to one
                another immediately before the occurrence of the event giving
                rise to its payment and such proportion shall be determined
                under the provisions of the Arbitration Acts 1950 to 1979 (or
                any statutory modifications or re-enactment thereof for the
                time being in force) by a single arbitrator to be appointed by
                agreement between the Lessor the Superior Lessor and the Lessee
                or in default of agreement by the President for the time being
                of the Royal Institution of Chartered Surveyors (or its
                successor body) making the appointment at the request of any of
                such persons

      (5)       To the extent that such obligations are not imposed on the
                Lessee hereunder to observe and perform the covenants on the
                part of the Lessor as Lessee contained in the Head Lease and to
                use its best endeavours to procure performance of the covenants
                on the part of the Superior Lessor therein


                                      -20-


<PAGE>




                 contained

      (6)       Throughout the Term unless prevented by circumstances beyond its
                control and subject to the payment by the Lessee of the further
                and additional rent hereby reserved to provide the services
                referred to in the Fourth Schedule hereto and such other or
                alternative services as may from time to time be provided by the
                Lessor for the reasonable benefit of the Lessee and the other
                tenants and occupiers of the Lessor's Estate

      (7)       If at any time during the Term it shall become a statutory or
                local authority requirement or the reasonable requirement of any
                relevant insurer or the reasonable requirement of the Lessee or
                of any other tenant of any other Unit on the Lessor's Estate
                that either the Demised Premises or any other Unit on the
                Lessor's Estate shall have a sprinkler system then the Lessor
                shall if so required (but not otherwise) at its own expense and
                without cost to the Lessee construct and install within the
                Lessor's Estate the requisite pumphouse storage tank and such
                other plant and equipment as shall be necessary to provide to
                the Demised Premises the mains supply for such sprinkler system
                (which such pumphouse storage tank and other plant and equipment
                are hereinafter together called "the Sprinkler Main") and from
                the date on which the Sprinkler Main shall have been installed
                and shall be fully operational and available in all respects for
                connection to the Demised Premises then the provisions of
                paragraph 3(i) of Part I of the Fourth Schedule hereto shall
                become applicable (the provisions of paragraph 3(ii) thereof
                only  becoming applicable on the date on which the Lessee shall
                make its own connection to the Sprinkler Main


                                      -21-


<PAGE>


5.   PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:-

      (i)       Notwithstanding and without prejudice to any other remedies and
                powers herein contained or otherwise available to the Lessor if
                the rents hereby reserved or any part thereof shall at any time
                be unpaid for 21 days after becoming payable (whether formally
                demanded or not) or if any covenant on the Lessee's part or
                condition herein contained shall not be performed or observed or
                if the Lessee shall go into liquidation (except for the
                purpose of amalgamation or reconstruction) or being an
                individual shall become bankrupt or make an assignment for the
                benefit of creditors or enter into an agreement or make an
                arrangement with creditors for liquidation of the debts of the
                Lessee by composition or otherwise or suffer any distress or
                process of execution to be levied on the goods of the Lessee
                upon the Demised Premises then and in any such case it shall be
                lawful for the Lessor at any time thereafter to re-enter upon
                the Demised Premises or any part thereof in the name of the
                whole and thereupon this demise shall absolutely determine but
                without prejudice to any right of action or remedy of the Lessor
                in respect of any breach non-observance or non-performance of
                any of the Lessee's covenants or any conditions herein contained

      (ii)      Any demand or notice requiring to be made given to or served on
                the Lessee or any Surety from time to time hereunder shall be
                duly and validly made given or served if left or sent by the
                Lessor or its agents through the first-class post by pre-paid
                letter addressed to the Lessee (and if there shall be more than
                one of them then any one of them) at its registered office Any
                notice required to be given to the Lessor shall be well and
                sufficiently given if left or sent through the


                                      -22-


<PAGE>


                first-class post by pre-paid letter addressed to Lessor at its
                registered office Any demand or notice sent by post shall be
                conclusively treated as having been made given or served
                forty-eight hours after posting PROVIDED ALWAYS THAT (a) any
                Review Notice served upon the Lessee by the Lessor pursuant to
                paragraphs 2 or 3(a) of the Third Schedule hereto shall only be
                deemed to have been validly served if it shall be left at or
                sent to the registered office of the Lessee by registered or
                recorded delivery post (b) the Lessee shall forthwith notify the
                Lessor in writing of any change in the address of its registered
                office

      (iii)     Nothing herein contained shall render the Lessor or the Lessee
                liable to the other in respect of any of the covenants
                conditions or provisions hereinbefore contained if and so far
                only as the performance and observance of such covenants
                conditions and provisions or any one or more of them shall
                hereafter become impossible or illegal under or by virtue of the
                provisions of the Planning Acts but subject as aforesaid the
                Term shall not determine by reason only of any change
                modification or restriction of use of the Demised Premises or
                obligations or requirements hereafter to be made or imposed
                under or by virtue of the Planning Acts

      (iv)      Notwithstanding anything herein contained the Lessor and all
                persons authorised by it shall have power without obtaining any
                consent from or making any compensation to the Lessee to deal as
                it or they may think fit with any of the lands buildings or
                parts of buildings and hereditaments adjacent adjoining or near
                to the Demised Premises or any part thereof and to erect or
                suffer to be erected thereon or on any part thereof any
                buildings whatsoever and to make any alterations


                                      -23-


<PAGE>


                erections or additions and carry out any demolition building or
                rebuilding whatsoever which it or they may think fit or desire
                to do to such land or buildings or any part or parts thereof in
                such manner as the Lessor thinks fit whether such buildings
                alterations or additions shall or shall not affect or diminish
                the light or air which may now or at any time during the Term be
                enjoyed by the Lessee or the tenants or occupiers of the Demised
                Premises and so that any light or air or other easements rights
                or amenities (other than those expressly granted hereby) at any
                time enjoyed in respect of the Demised Premises or any part
                thereof which might otherwise interfere with the rights of the
                Lessor or of any neighbouring owner or occupier under this
                provision shall be deemed to have been and to be enjoyed by
                consent and the Lessee shall not (subject to the proviso to this
                sub-clause) at any time during the Term or thereafter raise or
                make any complaint or institute or take any proceedings
                whatsoever whether by way of injunction or for damages or
                otherwise against the Lessor by reason or in consequence of any
                noise disturbance annoyance or inconvenience occasioned by any
                such erection rebuilding or alteration as aforesaid but the
                Lessor shall make good any damage caused to the Demised
                Premises or their contents as a result of any of the matters set
                out in this sub-clause PROVIDED THAT:-

                (a) nothing herein shall prevent the Lessee from using the
                Demised Premises for its normal business including unimpeded
                access to and egress and services to and from the Demised
                Premises and

                (b) Notwithstanding  the  foregoing  provisions  of this
                sub-clause nor the  provisions  of paragraph (3) of the Second


                                      -24-


<PAGE>


                Schedule hereto the Lessor shall in doing or permitting any of
                the matters referred to in this sub-clause take all such steps
                as shall be practicable to minimise any diminution of light or
                air or any other adverse effect on the Demised Premises by way
                of noise obstruction of access or other inconvenience

      (v)       If the Demised Premises or any part thereof or any part of the
                access or essential services thereto within the Lessor's Estate
                shall at any time during the Term be destroyed or damaged by any
                of the insured risks so as to render the Demised Premises unfit
                for occupation and use and the policy or policies of insurance
                effected by the Lessor shall not have been vitiated or payment
                of the policy monies refused in whole or in part by or in
                consequence of the act or default of the Lessee or the Lessee's
                servants workpeople or agents then the rent and further or
                additional rent from time to time hereby reserved or a fair
                proportion thereof respectively according to the nature and
                extent of the damage sustained shall be suspended until the
                Demised Premise shall again be rendered fit for occupation and
                use or until the expiration of three years (or such longer
                period for which loss of rent insurance shall be applicable)
                from the date when such damage or destruction occurred whichever
                shall be the earlier and any dispute or difference arising under
                the provisions of this sub-clause shall be referred to
                arbitration in accordance with sub-clause 5 (vi) hereof

      (vi)      That in case any dispute or controversy shall at any time or
                times during the Term arise between the Lessor and the Lessee in
                relation to the provisions of the Fourth Schedule hereto or in
                relation to the provisions of the preceding


                                      -25-


<PAGE>


                sub-clause 5(v) the same shall be referred to the decision of a
                single arbitrator appointed (in default of agreement between the
                parties) by the President of the Royal Institution of Chartered
                Surveyors at the request of either party whose decision shall be
                final and binding on both parties and such reference shall be
                deemed to be a submission to arbitration within the meaning of
                the Arbitration Acts 1950 and 1979

      (vii)     That in case any dispute or controversy shall at any time or
                times during the Term arise between the Lessee and any other
                tenants or occupiers of the Lessor's Estate relating to the
                conducting media or the easements or privileges affecting or
                relating to the Demised Premises or the Lessor's Estate the same
                shall be settled and determined by the Lessor's Surveyor to
                whose determination the Lessee shall submit if such
                determination shall be free from any manifest error and shall be
                based on normal and proper professional principles

      (viii)    Nothing in this Underlease shall be or be deemed to be a
                warranty or representation on the part of the Lessor that
                the permitted use of the Demised Premises under the Planning
                Acts is as referred to in Clause 3(8) hereof


IN WITNESS whereof the parties hereto have executed this Underlease and the
Counterpart thereof the day and year first above written


                               THE FIRST SCHEDULE

      (1)       The right for the Lessee its tenants servants agents licensees
                and visitors in common with the Lessor the Superior Lessor and
                those authorised by it or them and all others


                                      -26-


<PAGE>


                having the same right to pass and repass with or without
                vehicles over the roads shown coloured blue on Plan B annexed to
                the Head Lease and all other roads and bridges (if any) within
                the Superior Lessor's title which give access to or from the
                public highway until the said roads shall be adopted by the
                highway authority and shall become maintainable at the public
                expense for the purpose of access to and egress from the Demised
                Premises and car parking spaces provided that the Superior
                Lessor shall be entitled from time to time to stop up or
                re-locate the situation of such roads on condition that there
                shall remain or the Superior Lessor shall provide alternative
                means of access to the Demised Premises not materially less
                convenient than the existing roads

      (2)       The right of free and uninterrupted passage and running of water
                surface water drainage soil gas electricity and other services
                to and from the Demised Premises from and to the Lessor's Estate
                and other land of the Lessor in and through the wires cables
                pipes sewers drains ducts and other media now or at any time
                during the Term in or under such land to the extent that the
                same are laid or formed to serve and are capable of serving
                the Demised Premises and the right to make and maintain
                connections with such wires cables pipes sewers drains ducts and
                other media or any of them to the extent aforesaid for the
                purpose of exercising the said rights of passage and running of
                water soil gas electricity and other services SUBJECT to (a)
                the Lessee causing as little damage and inconvenience as
                possible in the exercise of such rights and as soon as
                practicable making good any damage to such land thereby caused
                and (b) there being no use or attempt to use the said conducting
                media to an extent which is in excess


                                      -27-


<PAGE>


                of the capacity which the same or any part of the same is
                designed to bear

                The right for the Lessee its tenants servants agents licensees
                and visitors in common with the Lessor and its tenants of the
                remainder of the Lessor's Estate to go pass and repass on foot
                only over the footpaths laid out within the Lessor's Estate and
                indicated on the Plan

      (4)       The right for the Lessee its tenants servants agents licensees
                and visitors to go pass and repass on foot or with private motor
                cars motor cycles or light commercial vehicles only over that
                part of the Lessor's Estate edged yellow on the Plan

      (5)       The right for the Lessee its tenants servants licensees and
                visitors to park private motor cars motor cycles or light
                commercial vehicles only in the car parking spaces hatched
                yellow on the Plan

      (6)       The right for the Lessee its tenants servants agents licensees
                and visitors to go pass and repass on foot or with vehicles of
                any description over that part of the Lessor's Estate edged
                brown on the Plan and to park such vehicles adjacent to the
                Demised Premises within the area hitched brown on the plan for
                the sole purpose of loading and unloading goods for delivery to
                and from the same causing as little inconvenience as possible to
                the Lessor's tenants and occupiers of the remainder of the
                Lessor's Estate in the exercise of such right

      (7)       The right for the Lessee on giving not less than one month's
                notice in writing to the Lessor of its intention so to do to
                install a sprinkler system in the Demised Premises and to make
                connections to any Sprinkler Main which may hereafter be


                                      -28-

<PAGE>


                laid by the Lessor within the Lessor's Estate for the purpose of
                providing a mains supply to any sprinkler system within the
                Demised Premises PROVIDED ALWAYS that:-

         (i)    Prior to commencing such installation and connection the Lessee
                shall submit fully detailed drawings and specification to and
                obtain the Lessor's approval thereof (which approval shall not
                be unreasonably withheld or delayed) and

         (ii)   In carrying out such installation and connection it shall permit
                the Lessor's Surveyor and other duly authorised by the Lessor
                for that purpose to have access to the Demised Premises at
                reasonable times for the purposes of ensuring that such
                installation and connection is carried out in a proper and
                workmanlike manner and to the reasonable satisfaction of the
                Lessor's Surveyor and (if considered necessary) the Lessor's
                Insurers

      (8)       The right for the Lessee its contractors and servants to enter
                on those parts of the Lessor's Estate adjacent to the Demised
                Premises with all necessary plant and equipment so as to enable
                the Lessee to comply, with its repairing covenants herein
                contained causing as little damage and inconvenience as possible
                in the exercise of such right and forthwith making good to the
                satisfaction of the Lessor's Surveyor all damage occasioned
                thereby

      (9)       The right for the Lessee to install and use cabling ducting and
                other services across the Lessor's Estate to and from the
                Demised Premises:

                (a) to connect with any services lying under Marsh Wall
                Millharbour or any other immediately adjoining property outside
                and not forming part of the Lessor's Estate


                                      -29-


<PAGE>


                (b) to connect with any building structure plant or equipment
                which the Lessor shall permit to be erected on any other part of
                the Lessor's Estate outside the Demised Premises for use in
                connection with the Demised Premises to act as a connection
                between the separate parts of the Demised Premises as shown on
                the plan Together with rights of access for the repair and
                maintenance of the same subject to the Lessee causing as little
                damage and inconvenience as possible in the exercise of such
                rights and forthwith making good to the satisfaction of the
                Lessor's Surveyor any damage occasioned thereby
                Provided always that:-

                (i) prior to making any such connection as aforesaid the Lessee
                shall first submit to the Lessor for its approval (such approval
                not to be unreasonably withheld or delayed) full details of its
                proposed works and

                (ii) in carrying out the works the Lessee shall accept such
                degree of supervision as the Lessor's Surveyor may reasonably
                require

      (10)      The right (subject to the Lessor's prior approval which approval
                shall not be unreasonably withheld or delayed and subject to the
                Lessee obtaining any relevant statutory or local authority
                consents) to lop or prune any trees on the Lessors Estate which
                shall interfere with the receipt or transmission of any
                satellite television radio or other telecommunications signal
                to or from the Demised Premises



                               THE SECOND SCHEDULE

                         (Rights and Easements excepted)

The following rights and easements are excepted and reserved out of the


                                      -30-


<PAGE>

Demised Premises unto the Lessor the Superior Lessor and their tenants and the
occupiers of any adjoining or neighbouring land and/or premises and all other
persons authorised by the Lessor or the Superior Lessor or having the like
rights and easements:-

           (1)  The free and uninterrupted passage of water and soil through the
                pipes drains and watercourses and of electricity and gas through
                the cables wires and pipes which are now or may at any time
                during the Term be in or under or passing through or over the
                Demised Premises (other than those exclusively serving the same)
                with the right to construct and maintain new services for the
                benefit of any adjacent or nearby premises the right to repair
                maintain and renew such existing and new services and the right
                at any time but (except in emergency) after giving reasonable
                prior written notice to enter (or in an emergency or after the
                giving of reasonable notice in the Lessee's absence to break and
                enter) the Demised Premises in the exercise of such rights the
                person exercising such right causing as little damage as is
                reasonable and making good as soon as reasonably possible any
                damage caused to the Demised Premises or their contents

           (2)  The right at any time but (except in an emergency) after giving
                reasonable prior written notice to enter (or in an emergency or
                after the giving of reasonable prior notice during the Lessee's
                absence to break and enter) the Demised Premises in order to (a)
                inspect or view the condition of the Demised Premises (b) carry
                out work upon any adjacent premises and (c) to carry out any
                repairs or other work which the Lessor must or may carry out
                under the provisions of this Lease or to do any other thing
                which under the said provisions the Lessor may do in all such
                cases the person


                                      -31-


<PAGE>


                exercising such rights causing as little damage as is reasonable
                and making good as soon as reasonably possible any damage caused
                to the Demised Premises or their contents

           (3)  The right to deal in any manner whatsoever with any of the land
                belonging to the Lessor adjoining opposite or near to the
                Demised Premises and to erect maintain rebuild or alter or
                suffer to be erected maintained rebuilt or altered on such
                adjoining opposite or neighbouring lands any buildings or
                structures whatsoever whether such buildings shall or shall not
                affect or diminish the light or air which may now or at any time
                hereafter be enjoyed for or in respect of the Demised Premises
                or any building for the time being thereon


                               TEE THIRD SCHEDULE

                         (Provisions as to Rent Review)

1.      "Review Date" means the expiration of the 5th, 10th, 15th and 20th years
        and the 364th day of the 25th year of the Term

2.      The Lessor may require a review of the Yearly Rent at each of the Review
        Dates by notice in writing (hereinafter called "a Review Notice") served
        upon the Lessee in which event the Yearly Rent payable as from the
        relevant Review. Date shall be whichever is the greater of (i) the
        Yearly Rent immediately before such review or (ii) the rack rental value
        (as hereinafter defined) of the Demised Premises at the relevant Review
        Date

3.      The following provisions shall apply to each and every Review Notice
        served by the Lessor under the Provision of Clause 2 of this Schedule:-

        (a) The Review Notice shall set out the sum which the Lessor
        considers to be the Rack Rental Value of the Demised Premises
        at the relevant Review Date


                                      -32-


<PAGE>


        (b) The Lessee shall within three months of the date of service of the
        Review Notice on the Lessee serve a counter-notice on the Lessor
        stating whether or not the Lessee agrees with the figure stated by the
        Lessor to be the Rack Rental Value of the Demised Premises at the
        relevant Review Date

        (c) If the Lessee shall fail to serve such a counter-notice within the
        period of three months then the figure stated in the Lessor's notice to
        be the Rack Rental Value of the Demised Premises at the relevant Review
        Date shall be the Yearly Rent payable on and from the relevant Review
        Date

        (d) If the Lessee shall serve a counter-notice objecting to the
        Lessor's opinion of the Rack Rental Value of the Demised Premises then
        the provisions of Clause 6 of this Schedule shall take effect

4.      If during any period whilst Rent Restriction Legislation is in force the
        Lessor shall be precluded by such Legislation from requiring the Lessee
        to pay the full amount of the Yearly Rent payable immediately before the
        commencement of such a period or of the Yearly Rent payable as from any
        Review Date occurring during that period or if no review of the Yearly
        Rent shall for any reason whatsoever be required or carried out in
        respect of a Review Date falling within that period the Lessor may on
        each occasion during such period when such legislation makes it lawful
        for the Lessor to require the Lessee to pay an increased amount of
        Yearly Rent and also on the occasion when such period comes to an end
        require a supplementary review of the Yearly Rent by a Review Notice
        given to the Lessee before or not later than six months after the
        relevant occasion in which event the Yearly Rent payable as from the
        relevant occasion shall be the higher of (i) the Yearly Rent payable
        immediately before such occasion and (ii) the Rack Rental Value of the
        Demised Premises at such occasion And for the purpose of the remaining
        provisions of this Schedule each such occasion shall be


                                      -33-


<PAGE>


        deemed a Review Date PROVIDED ALWAYS THAT notwithstanding the provisions
        of this paragraph 4:-

        (a) There shall not be more than five reviews of the yearly rent payable
        hereunder during the Term (including the review on the 364th day of the
        25th year of the Term)

        (b) Following a review effected pursuant to the provisions of this
        paragraph 4 the next review thereafter shall take place on the next
        Review Date (as defined in paragraph 1 above)

5.      "Rack Rental Value of the Demised Premises" means such rent as may be
        agreed or determined as hereinafter provided to be the best Yearly Rent
        at which the Demised Premises could reasonably be expected to let with
        vacant possession in the open market by a willing landlord to a willing
        tenant for a term equal to the residue of the Term remaining unexpired
        at the relevant Review Date or a term of ten years whichever shall be
        the longer by means of a lease containing the same provisions (other
        than as to Yearly Rent but including the same provisions as to Rent
        Review) as are herein contained on the following assumptions:-

        (a) that the Demised Premises are in such condition as they would have
        been in had the Lessee's covenants and the Lessor's covenants herein
        contained been fully complied with at that date

        (b) that there is disregarded any effect on rent of:-

            (i) the Lessee being in occupation of the Demised Premises

            (ii) any goodwill attaching to the Demised Premises
            solely by virtue of any business carried on thereat by
            the Lessee and

            (iii) any improvement carried out to the
            Demised Premises in conformity with the covenants herein
            contained by the Lessee or any person deriving title
            from the Lessee at its own expense otherwise than
            in pursuance of any obligation to the Lessor

6.      If the Lessor and the Lessee fail to agree upon the Rack Rental Value of
        the Demised Premises the same shall be determined by an independent


                                      -34-

<PAGE>


        Surveyor acting as an expert experienced in the letting of similar
        properties (who shall receive and consider such evidence and represent
        -ations (whether written or oral) as the parties may reasonably wish to
        make) agreed upon by the parties or failing agreement appointed on the
        application of either party by the President for the time being of the
        Royal Institution of chartered Surveyors and the cost of such Surveyor
        shall be paid as he shall direct and any delay in making such
        application shall not prejudice the Lessor's right to require the Rack
        Rental Value of the Demised Premises to be determined as aforesaid

7.      If the Yearly Rent payable as from any Review Date shall not have been
        agreed or determined by that Review Date the Lessee shall continue to
        pay at the rate payable immediately before that Review Date but
        immediately upon the Yearly Rent payable as from that Review Date being
        agreed or determined the Lessee shall pay to the Lessor on demand the
        balance (if any) due from the Lessee in respect of the period from that
        Review Date to the Quarter Day next after the date on which the Yearly
        Rent shall have been agreed or determined together with interest on the
        said balance at 2% under Lloyds Bank plc base rate (or its equivalent)
        from time to time for the period from the Review Date to the date of
        payment of the said balance

8.      Within twenty eight days of agreement or determination of the Yearly
        Rent payable at a Review Date a memorandum thereof in such form as the
        Lessor's Solicitors shall reasonably require shall be executed in
        duplicate by the Lessor and the Lessee and annexed to this Underlease
        and the Counterpart thereof


                               THE FOURTH SCHEDULE

                                     PART I

                        (Services Provided by the Lessor)

1.      INSURANCE in accordance with the Lessor's covenant contained in Clause


                                      -35-


<PAGE>


        4 (b) of this Underlease

2.      CLEANING LIGHTING REPAIRING AND MAINTAINING all parts of the Lessor's
        Estate not demised to the Lessee or demised or intended to be demised to
        other tenants of parts thereof including (without prejudice to the
        generality hereof) the cost of electricity and all necessary plant
        machinery and materials for the purpose of keeping in good and
        substantial repair maintenance and condition the drives forecourts
        parking areas paths lawns gardens and landscaped areas and keeping the
        same free from weeds and litter and properly planted tended and
        cultivated

3.      (i)  SPRINKLER MAIN including the repair and maintenance rates and
             other outgoings payable in respect of the pumphouse and storage
             tank and repairing maintaining and replacing as necessary the
             sprinkler main and all pumps and other plant and equipment required
             to provide an adequate supply of water at all times to any
             sprinkler system installed within the Demised Premises in
             accordance with the terms of this Underlease and other premises
             within the Lessor's Estate from time to time

        (ii) From the time at which the Lessee shall exercise its right to
             connect to the Sprinkler Main pursuant to the provisions of Clause
             (7) of the First Schedule hereto the regular testing at a frequency
             recommended by the manufacturers and/or the Lessor's insurers of
             the Sprinkler Main in accordance with the code of practice Laid
             down by the Fire Insurance Offices

4.      SIGNAGE including the maintenance renewal decoration lighting and
        cleaning of such signboard or signboards and barriers as the Lessor may
        from time to time reasonably provide

5.      GENERALLY the provision of such other services and facilities and the
        making of any other payments which may reasonably be required by the
        Lessor for the proper and efficient running and maintenance of the


                                      -36-


<PAGE>


        Lessor's Estate as a whole (excluding any payment for the collection of
        rents) including the provision of such staff accommodation and and
        equipment and the obtaining of such professional advice and professional
        services as shall in each case in the reasonable opinion of the Lessor
        be necessary or desirable for the general benefit of the Lessor's Estate
        and of the occupiers thereof PROVIDED ALWAYS THAT prior to the
        appointment of any such staff as aforesaid or the provision of any other
        services or facilities which the Lessor may o consider necessary or
        desirable for the general benefit of the Lessor's Estate as aforesaid
        and which shall have significant cost implications for the Lessee the
        Lessor shall first consult with the Lessee and obtain its views as to
        whether the Lessee considers any such appointment service or facility to
        be necessary or desirable


                                    PART II


            Provision for the payment of Service Charge by the Lessee

1.      In this Underlease "Service Charge" shall mean the aggregate of the cost
        to the Lessor of providing the services set out in Part I of this
        Schedule together (hereinafter called "the Services") with any amount
        placed to a reserve fund as hereinafter referred to (credit being given
        for any drawings from such reserve fund and, any interest earned on that
        fund net of any applicable tax)

2.      In this part of this Schedule

        (a) "year means the period from the First day of January in one year to
        the Thirty-first day of December in each year or such other period as
        the Lessor may from time to time decide

        (b) "Managing Agents" means such Surveyors Accountants or other
        suitably professionally qualified persons as may from time to time be
        appointed by the Lessor for the calculation of the Service Charge and
        the management of the Lessor's Estate or (if none be appointed) the
        Lessor


                                      -37-


<PAGE>


3.      The Managing Agents will notify the Lessee before or as soon as
        practicable after the start of each year of the estimated amount of the
        Service charge payable by the Lessee during that year including the
        amount to be placed in a reserve fund in that year in respect of costs
        likely to be incurred in respect of such services in future years and
        the Lessee shall pay the estimated amount of the Service Charge to the
        Lessor by four quarterly installments in advance on the usual quarter
        days or (in the case of the estimated amounts payable In respect of the
        years during which this tenancy commences and terminates) by such other
        installmentws as the Managing Agents may stipulate

4.      As soon as practicable after the end of each year the Managing Agents
        will supply the Lessee with a certificate showing:-

        (a) the cost to the Lessor of providing the Services during that year
            due allowance being made for any reimbursement received by the
            Lessor from any insurer tenant or other person not being a payment
            of Service Charge or estimated Service Charge

        (b) the amount placed to a reserve fund in that year (and the interest
            earned on that fund net of any applicable tax) in respect of costs
            likely to be incurred in respect of such Services in future years
            and in order to seek to avoid fluctuations in the Service charge
            occasioned by periodical repairs or renewals

        (c) The amount of the costs referred to in sub-paragraph (a) above
            which have been met out of any such reserve fund and

        (d) The proportion of amounts referred to in sub-paragraphs (a) and (b)
            above after deducting the amount referred to in sub-paragraph (c)
            above which is payable by the Lessee

5.      If the amount shown payable by the Lessee in such Certificate exceeds


                                      -38-


<PAGE>


        the amounts of the Estimated Service Charge paid by the Lessee for the
        relevant year the Lessee shall pay the amount of the excess to the
        Lessor within 21 days of the issue of the said Certificate if the amount
        so shown is less than the amount of the Estimated Service Charge so paid
        the difference shall be allowed to the Lessee or at the end of the Term
        be repaid to the Lessee within 21 days

6.      Any Certificate supplied by the Managing Agents shall (save in the event
        of manifest error notified to the Managing Agents in writing within 21
        days of the issue thereof) be conclusive as to the matters stated
        therein and binding on the parties

7.      Any such reserve fund shall be placed in an appropriate interest-
        bearing account and the said fund together with all such interest shall
        (after the deduction of or the making of provision for any relevant tax
        on the same) be held by the Lessor upon trust for the benefit of all the
        lessees for the time being of the Lessor's Estate in the same
        proportions as the proportion of the Service Charge which individual
        lessees covenant to pay under their respective underleases



                               THE FIFTH SCHEDULE

                                  (Regulations)

1.      No storage of materials shall be permitted outside the Demised Premises

2.      No rubbish or waste materials paper wood or other combustible matter
        shall be burnt on the Demised Premises except within boilers or
        incinerators specifically designed for the purpose

3.      No smoke or fumes or noxious smells shall be emitted from the Demised
        Premises so as to cause in the reasonable opinion of the Lessor or its
        Surveyors annoyance or interference with the proper enjoyment of
        adjoining premises of the Lessor or its tenants

4.      The Lessee must not use industrial machinery engines and equipment so


                                      -39-


<PAGE>


        as to cause excessive noise vibration or dust Any such use which in the
        reasonable opinion of the Lessor's Surveyor is causing annoyance to
        adjoining tenants of the Lessor or to the occupiers in the vicinity
        shall be abated immediately upon notice

5.      No mechanically operated vehicles cycles hand trucks or trailers shall
        be parked or left unattended outside areas properly reserved for such
        parking or in such manner as to obstruct roadways within the Lessor's
        Estate

6.      The Lessee must not save in the case of an emergency off-load vehicles
        except within the curtilage of the Demised Premises

7.      The Lessee must not store inflammable materials explosive substances or
        liquids except in proper containers or receptacles in accordance with
        regulations enforced by a competent authority and in any event not
        abutting any boundary fences or other adjoining Property of the Lessor

8.      Any external lighting within the curtilage of the Demised Premises is to
        be maintained in good condition and fully operational

9.      Not to repair test or wash vehicles save within purpose built areas
        provided for that purpose within the Demised Premises

10.     Not to deposit litter on the footpaths gardens or landscaped areas
        within the Lessor's Estate or to allow its servants agents or visitors
        to cause a nuisance or annoyance to the Lessor or other tenants of the
        Lessor's Estate




THE COMMON SEAL of EAST L0NDON )
TELECOMUNICATI0NS LIMITED was  )
hereunto affixed in the        )
presence of :-                 )


                               Director
                                                  [SEAL APPEARS HERE]

                               Secretary



                                      -40-


<PAGE>

                                   DATED 3rd November                 1986



                                       WIMGROVE INVESTMENTS LIMITED

                                                  and

                                  EAST LONDON TELECOMMUNICATIONS LIMITED







                                  Counterpart/

                                              UNDERLEASE

                                                  of

                                  UNIT C.3 THE ENTERPRISE BUSINESS PARK,

                                           POPLAR LONDON E 14


                                  Term commences  6th  day of October   1986

                                  For years                               25
                                                                         ---
                                  Term expires 5th   day of October     2011
                                                                        ----
                                  Initial Rent (pound) 95,500 p.a.x.




                                  F.  Sweatman
                                  Legal Department
                                  Wimpey Property Holdings Limited
                                  31, Hammersmith Grove
                                  London W6 7EN

                                  Ref:  7:A:4:l


<PAGE>


RENT REVIEW MEMORANDUM
----------------------



RE:  PREMISES KNOWN AS UNIT C3 THE ENTERPRISE BUSINESS PARK POPLAR  LONDON  E14
     --------------------------------------------------------------------------

Pursuant to the provisions for rent review contained in the Underlease to which
this Memorandum is annexed, details of which are given in the Schedule below, IT
IS HEREBY RECORDED THAT with effect from the 6th day of October 1991 until the
next review date therein mentioned the rent payable thereunder is increased to
(pound) 152,864 per annum.


Dated this          31st day of              January                       1992




                                    SCHEDULE

DATE                           DOCUMENT                PARTIES


3rd November 1986              Underlease              Wimgrove Investments Ltd
                                                       (1) East London Telecomm-
                                                       unications Ltd.(2)





 /s/ Peter
--------------------
Signed by                       Director

for and on behalf of
EAST LONDON TELECOMMUNICATIONS LIMITED