EXHIBIT 1O.29







DATED                            24 November                                2000
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                      (1) SCHOLL CONSUMER PRODUCTS LIMITED

                                      -and-

                         (2) PIVOTAL CORPORATION LIMITED





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

                                      LEASE
                                       of

                         Ground floor premises Altus 475
                            Capability Green, Lufton

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


                           Commences 24 November 2000
                           Term               5 years
                           Expires   23 November 2005



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                                    CONTENTS


1. PARTICULARS.............................................................1

2. DEFINITIONS AND INTERPRETATION..........................................2

3. DEMISE RENT AND RENT REVIEW.............................................7

4. TENANT'S COVENANTS......................................................8

5. LANDLORD'S COVENANTS...................................................27

6. INSURANCE..............................................................28

7. PROVISOS...............................................................30

SCHEDULE 1................................................................36

   Part 1.................................................................36

   Premises...............................................................36

   Part 2.................................................................36

   Easements and rights granted...........................................36

   Part 3.................................................................37

   Exceptions and reservations............................................37

   Part 4.................................................................38

   Matters to which the Premises are subject..............................38

SCHEDULE 2................................................................40

   Part 1.................................................................40

   Building Service Charge................................................40

   Part 2.................................................................43

   Services...............................................................43

SCHEDULE 3................................................................46

   Guarantee provisions...................................................46

SCHEDULE 4 ...............................................................49

   Requirements of authorised guarantee agreement.........................49

<PAGE>


THIS LEASE is made on

BETWEEN  the  Landlord  the Tenant and the  Guarantor  named in the  Particulars
hereunder

WITNESSES as follows:

1.   PARTICULARS

     Landlord:      SCHOLL  CONSUMER  PRODUCTS  LIMITED  (company  number 118284
                    England)  whose  registered  office is at Toft Hall,  Holmes
                    Chapel Road, Toft, Knutsford WA16 9PD

     Tenant:        PIVOTAL   CORPORATION   LIMITED   (company  number  03399429
                    England) whose  registered  office is at Hamilton House, 111
                    Marlowes, Hemel Hempstad, Hertfordshire HP1 1BB

     Premises:      the premises  shortly known as ground floor  premises  Altus
                    475 Capability Green, Luton shown for  identification  edged
                    red on plan E measuring  10,290  square  feet in  accordance
                    with the RICS Code of Measuring Practice (4th) Edition


     Building:      the Landlord's building known as 475 Capability Green

     Term:          A term of years from and including 24 November 2000 until 23
                    November 2005


     Rent Commencement
       Date:        means the date falling six months after the Possession Date

     Rent:          One hundred and eighty eight thousand and eighty-two  pounds
                    ((pound)188,082) per annum (exclusive of VAT)

     Possession
       Date:        24 November 2000

     Permitted Use: use  of the  Premises  as  offices  within  Class  B1 of the
                    Schedule  to the Town and  Country  Planning  (Use  Classes)
                    Order 1987


<PAGE>

2.   DEFINITIONS AND INTERPRETATION

     2.1  Definitions

          In this lease wherever the context so admits the following expressions
          shall have the following meanings respectively:

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

          "Apparatus"  means all lifts lift shafts  escalators  water  treatment
          plant boilers heating and ventilation systems generators and all other
          plant  machinery and  equipment  belonging to or in the control of the
          Landlord  in or about  or  serving  the  Building  including  (without
          prejudice to the generality of the foregoing) the Conduits

          "Approval  Date" means in relation to an  application  to the Landlord
          for  consent  hereunder  the date on which such  consent  is  formally
          granted in writing

          "Building" means the building so stated in the Particulars shown edged
          with a red line on Plan A including the outbuildings and car parks and
          the landscaped areas and service areas within the curtilage thereof as
          the same is for identification  shown edged with a blue line on Plan A
          together   with  all   landlord's   buildings   structures   additions
          improvements   fixtures  and  fittings   from  time  to  time  therein
          thereunder  or  thereon  and  forming  part of such  building  and the
          appurtenances thereof

          "Building  Service Charge" shall have the meaning  ascribed thereto in
          schedule 2

          "Common  Parts" means the entrance  halls ground floor  reception area
          corridors  landings  lifts lift shafts  escalators  staircases and all
          other  areas or parts of the  Building  which from time to time during
          the Term are provided by the Landlord for common use and  enjoyment by
          the tenants and occupiers of the Building and all persons expressly or
          by implication authorised by them

          "Conduits"  means all wires pipes  sewers  drains  cables ducts shafts
          gullies flues gutters watercourses soakaways and other like conducting
          media of whatsoever  nature  (including all meters and other apparatus
          used in connection  with them) which now are or may  hereafter  during
          the  Perpetuity  Period be laid within and serving the Premises or the
          Estate

<PAGE>

          "Decorate"  means to paint repaper or otherwise  treat as the case may
          be all surfaces  usually or  requiring  to be so treated  having first
          prepared  such  surfaces  by  stripping  off  and  priming  as  may be
          necessary and to wash down all washable  surfaces and to restore point
          and make good all  brickwork  where  necessary and to grain or varnish
          any parts usually so protected all  decoration  being carried out with
          good quality materials and in a good and workmanlike  manner and where
          painting is involved not less than two coats being applied

          "Environmental  Protection Act" means the Environmental Protection Act
          1990 and any Act or Acts amending  replacing or modifying such Act for
          the time  being in force or of a similar  nature  and all  orders  and
          regulations thereunder for the time being in force

          "Estate" means such land and buildings as the Superior  Landlord shall
          from  time  to  time  designate  as  Capability   Green,   Luton  Hoo,
          Bedfordshire  the  extent  of which at the date  hereof  is shown  for
          identification purposes only edged green on Plan B

          "Estate Common Parts" has the meaning given to it in the Head Lease

          "Estate  Regulations"  means such reasonable  rules and regulations as
          the Superior  Landlord and/or the Management  Company may from time to
          time  prescribe  in  writing  in  relation  to the  Estate or any part
          thereof

          "Estate  Service  Charge"  means the sum or sums as shall from time to
          time  become or be  payable by the  Landlord  in respect of the Estate
          Common Parts under the provisions of the Head Lease

          "Excluded   Buildings"  means  the  demised  premises  and  the  other
          buildings  erected  or to be  erected  on the  Phase  which are let or
          intended to be let to an occupational tenant

          "Group Company" means a company which is a member of the same group of
          companies  as the Tenant (as defined in section 42 of the Landlord and
          Tenant Act 1954 (as amended))

          "Guarantor" means the party (if any) stated as such in the Particulars
          and includes any other person who may from time to time  guarantee all
          or any of the Tenant's obligations under this Lease


<PAGE>

          "Head Lease"  means the lease dated 19 November  1990 and made between
          the Lygtun Limited (1) and Landlord (2)

          "Insured Risks" has the meaning given to it in the Head Lease

          "Landlord"  means  the  person  for the  time  being  entitled  to the
          reversion  immediately  expectant  on the  determination  of the  Term
          (being at the date hereof the party stated as such in the Particulars)

          "Landlord's  Surveyor" means any person appointed by or acting for the
          Landlord including an employee of the Landlord to perform the function
          of a surveyor for any purposes of this Lease

          "Lease"  means this Lease  (including  any  schedule  hereto)  and any
          document which is supplemental  hereto or which is collateral herewith
          or which is entered into pursuant to or in  accordance  with the terms
          hereof

          "Management  Company"  means Lygtun  Management  Limited or such other
          company as may from time to time  provide  services  in respect of the
          Phase and/or the Estate

          "Particulars" means the particulars in clause 1

          "Permitted Use" means the use stated as such in the Particulars

          "Perpetuity  Period"  means the period of 80 years  commencing  on the
          date of the Head Lease being the perpetuity period for the purposes of
          section I of the Perpetuities and Accumulations Act 1964 applicable to
          this Lease

          "Phase"  means that part of the Estate  known as Phase 400  Capability
          Green upon which the demised  premises  are  situate  which is for the
          purposes of identification only shown edged yellow on Plan D

          "Phase Common Parts" has the meaning given to it in the Head Lease

          "Phase  Service  Charge"  means the sum or sums as shall  from time to
          time  become or be  payable  by the  Landlord  in respect of the Phase
          Common Parts under the provisions contained in Head Lease


<PAGE>

          "Plan A" means the drawing attached hereto marked "Plan A"

          "Plan B" means the plan attached hereto marked "Plan B"

          "Plan C" means the plan attached hereto marked "Plan C"

          "Plan D" means the plan attached hereto marked "Plan D"

          "Plan E" means the plan attached hereto marked "Plan E"

          "Planning  Acts"  means  the Town and  Country  Planning  Act 1990 the
          Planning  (Listed  Buildings  and  Conservation  Areas)  Act  1990 the
          Planning (Hazardous  Substances) Act 1990 the Planning  (Consequential
          Provisions)  Act 1990 and the Planning and  Compensation  Act 1991 and
          any Act or Acts  amending  replacing or modifying any of such Acts for
          the time  being in force or of a similar  nature  and all  orders  and
          regulations thereunder for the time being in force

          "Premises" means the premises so stated in the Particulars and as more
          particularly described in part 1 of schedule 1 and each and every part
          thereof  together  with all  additions  alterations  and  improvements
          thereto  which may be  carried  out  during  the Term and  shall  also
          include all landlord's  fixtures and fittings from time to time in and
          about the same

          "Rent  Commencement  Date"  means  the  date  stated  as  such  in the
          Particulars

          "Rent  Days"  means 25 March 24 June 29  September  and 25 December in
          each year and "Rent Day"  shall  mean any of such days as the  context
          requires

          "Retained Parts" means those parts of the Building which are from time
          to  time  retained  by  the  Landlord  and  used  for  the  management
          maintenance or security of the Building

          "Stipulated  Rate" means in relation to interest the rate per annum of
          four per cent above the base rate from time to time of  Barclays  Bank
          Plc (or where  such base rate is not  quoted  over such  other rate as
          would  in the  reasonable  opinion  of  the  Landlord  be the  nearest
          equivalent thereto if such base rate were quoted)


<PAGE>

          "Structure"  means  the  foundations  external  walls  (including  the
          windows and window  frames  therein)  load  bearing  walls  supporting
          columns stanchions beams supports timbers and girders floors roofs and
          other structural parts of the Building

          "Superior Landlord" means Pillar Property Plc

          "Tenant" means the party stated as such in the  Particulars  and shall
          include such party's successors in title to this Lease

          "VAT" means value added tax or any tax of a similar nature that may be
          substituted for it or levied in addition to it

     2.2  Interpretation

          In this Lease  unless  there be  something  in the  subject or context
          inconsistent therewith:

          2.2.1 Where the expressions the "Tenant" or the  "Guarantor" (if any)
                include two or more persons they shall include the plural number
                and obligations expressed or implied to be made by or with any
                of such persons shall be deemed to be made by or with such
                persons jointly and severally

          2.2.2 Any covenant  by the  Tenant  not to do or  omit to do an act or
                thing shall be deemed to include an  obligation not to permit or
                suffer such act or thing to be done or omitted to be done as the
                case may be

          2.2.3 Any reference  to  parting  with  possession  shall be deemed to
                include sharing  possession and any  occupation  whatsoever by a
                licensee

          2.2.4 Any  reference in this  Lease to the  Landlord's  consent  shall
                include where  necessary  under the terms of the Head  Lease the
                consent of both the Landlord and the Superior Landlord

          2.2.5 Any references  to a right  exercisable  by the  Landlord  shall
                include where  necessary  the  exercise  of  such  right  by the
                Superior Landlords and all persons authorised by the Landlord or
                Superior Landlord


<PAGE>

          2.2.6 Any reference to a statute shall include any statutory extension
                or modification  or  re-enactment  of such statute and any order
                instrument plan regulation permission or direction made or
                issued thereunder

          2.2.7 Words importing  the singular  meaning  shall include the plural
                meaning  and  vice  versa  and words importing the  masculine
                feminine and neuter genders shall include the other or others of
                such genders

          2.2.8 The clause  and  paragraph   headings  and  the  index  are  for
               convenience  only and shall not affect the  construction  of this
               Lease

          2.2.9 For the  avoidance  of  any  doubt   expressions   used  in  the
                Particulars shall have the same meanings when used  elsewhere in
                this Lease

          2.2.10 Any  reference  to a clause  paragraph  or schedule  shall be a
                 reference to the clause or paragraph of or schedule to this
                 Lease so numbered

3.   DEMISE RENT AND RENT REVIEW

     3.1  Demise and rent

          In  consideration  of  the  rents  hereinafter  reserved  and  of  the
          covenants and conditions hereinafter contained the Landlord hereby

          3.1.1 demises unto the Tenant all that the Premises

          3.1.2 together with so far as the  Landlord  can  grant  the  same the
                rights contained or referred to in part 2 of schedule 1

          3.1.3 except and reserving as provided in part 3 of schedule 1

          3.1.4 to hold the same subject to and (insofar as the Landlord has the
                power  to  grant the same)  with the benefit of the matters
                referred to in part 4 of that schedule

          3.1.5 unto the Tenant for the Term yielding and paying to the Landlord
                yearly during the Term and so in proportion  for any less period
                than a year without any deduction


<PAGE>

               3.1.5.1 the clear  yearly rent  (exclusive  of VAT) such rent (if
                       the Landlord so requires) to be paid by banker's standing
                       order direct debit  or  other  accepted   means  for  the
                       transmission of money which the Landlord may from time to
                       time reasonably nominate by equal  quarterly  payments in
                       advance on the four Rent Days in every  year the first
                       payment  (for  the  period  beginning  on  the  Rent
                       Commencement Date and ending on the day preceding the
                       next succeeding Rent Day and calculated by multiplying
                       the said yearly rent by the fraction of which the
                       numerator is the number of days between those dates (both
                       included) and the denominator is 365) to be made on the
                       Rent Commencement Date

               3.1.5.2 by way of additional rent all such monies as shall become
                       payable in accordance with clause 4.3

               3.1.5.3 by way of additional rent all such monies as shall become
                       payable in accordance with clause 4.4

               3.1.5.4 by way of  additional  rent within  seven days of written
                       demand all other amounts (including  VAT)  payable to the
                       Landlord under this Lease

               3.1.5.5 within  seven days of written  demand any other sums or a
                       proportion thereof (to be determined by the Landlord
                       acting reasonably) payable by the Landlord to the
                       Superior Landlord in respect of the Premises under the
                       terms of the Head Lease

4.   TENANT'S COVENANTS

     The Tenant hereby covenants with the Landlord as follows:

     4.1  Rent

          To pay the  several  rents  reserved by this Lease at the times and in
          manner aforesaid without any deductions and not to exercise or seek to
          exercise any right or claim to withhold  rent or any right or claim to
          legal or equitable  set-off the first payment of such rents to be paid
          on the Rent  Commencement  Date in respect of the period from the Rent
          Commencement Date to the next succeeding Rent Day


<PAGE>

     4.2  Outgoings

          4.2.1 To bear pay and discharge and indemnify the Landlord against all
                existing  and  future  rates  taxes  duties  levies  charges
                assessments impositions and outgoings whatsoever whether
                parliamentary parochial local or of any other description and
                whether or not of a capital or non-recurring nature which are
                now or may at any time hereafter during the Term be charged
                levied assessed or imposed upon or payable in respect of the
                Premises or any part thereof or upon any owner or occupier or
                other person interested in respect thereof except any taxation
                (including input VAT suffered by the Landlord in respect of the
                Building save where this is recoverable from the Tenant under
                the service charge provisions of this Lease) assessed upon the
                Landlord in respect of its revenue derived from its reversionary
                interest in the Premises or any dealing by it therewith

          4.2.2 To be solely  responsible for and  promptly to pay all costs and
                charges for water  gas  electricity  telephone  and  any  other
                services used or consumed in the  Premises  including  all meter
                rents and standing charges but so that the Landlord shall not be
                responsible for any interruption or failure in the supply of any
                such services where such failure or  interruption  is beyond its
                control

     4.3  Interest on arrears

          If and  whenever  the Tenant  shall fail to pay the rents or any other
          monies due under this Lease on the due date (whether formally demanded
          or not) or the  Landlord  shall with good reason  refuse to accept the
          same  then  (without  prejudice  to any  other  right or remedy of the
          Landlord  including the right of re-entry  hereinafter  contained) the
          Tenant shall pay to the Landlord  (whether  formally  demanded or not)
          interest at the  Stipulated  Rate on such rents or other monies as the
          case may be from the date  when the  same  became  due  until  payment
          thereof (as well after as before judgment)

     4.4  Service charges

          4.4.1 To pay to the Landlord the Building Service Charge in accordance
                with schedule 2

          4.4.2 To pay to the Landlord 50% of the Estate Service Charge


<PAGE>

          4.4.3 To pay to the Landlord 50% of the Phase Service Charge

     4.5  Repairs

          4.5.1 To at all times during the Term well and  substantially  repair
                cleanse  maintain  renew (in so far as it falls  within  the
                Tenant's obligations hereunder) (if  necessary) and keep the
                Premises in good and  substantial repair and condition with all
                manner of reparations cleansing and amendments whatsoever

          4.5.2 To keep in good and safe repair all Conduits exclusively serving
                the Premises and to indemnify the Landlord against all liability
                howsoever arising  from any  failure  to repair or the misuse or
                overloading of any Conduits serving the Premises by the Tenant

          4.5.3 To maintain in good and  serviceable  repair and  condition  the
                Landlord's and Superior Landlord fixtures and fittings in or
                upon the Premises and to replace such of them as may become worn
                out lost unfit for use or destroyed by substituting others of a
                like or more modem nature and of good quality

          4.5.4 To repair and make good all  defects  decays and wants of repair
                in respect of the Premises of which  notice in writing  shall be
                given by the Landlord to the Tenant and for which the Tenant may
                be liable hereunder within one calendar month after the giving
                of  such  notice  provided  that in the case  of  default by the
                Tenant  it  shall  be  lawful for (but not obligatory upon) the
                Landlord   (but  without  prejudice  to  the  right  of re-entry
                hereinafter  contained  or  other  rights  of  the Landlord with
                regard  thereto) to enter upon the Premises and make good such
                defects  decays and wants of repair and the proper cost thereof
                and  all  proper  expenses  (including   surveyors'  and  other
                professional  fees)  together  with interest  thereon  at  the
                Stipulated  Rate  from  the date of expenditure by the Landlord
                until  payment  by  the  Tenant as well after as before judgment
                shall  be  a  debt due from  the  Tenant to the  Landlord and be
                forthwith recoverable by action

          4.5.5 To keep the Premises clean and in a neat and tidy  condition and
                keep all rubbish  and  waste  in  enclosed  receptacles  on the
                Premises or where the  Landlord reasonably  directs and to empty
                the same at least once a week and



<PAGE>

                to ensure that vehicles parked in the car parking areas are left
                so as not to cause obstruction to other users

          4.5.6 To clean as often as may be  requisite the  inside of the window
                panes and frames of the Premises

     4.6  Decoration

          In the last  year of the Term  howsoever  determined  and in such last
          three  months  in a tint or colour to be  approved  by the  Landlord's
          Surveyor (such approval not to be unreasonably withheld or delayed) to
          Decorate the Premises

     4.7  Alterations

          4.7.1 Not to cut injure maim remove or alter the Structure or any part
                thereof nor to merge the Premises with any adjoining premises

          4.7.2 Not to make any  alteration or addition  (whether  structural or
                non-structural) to the exterior of the Premises

          4.7.3 Not to make any internal non-structural  alteration  or addition
                whatsoever of in or to the Premises except

               4.7.3.1 with the prior  written  consent of the  Landlord  (which
                       shall not be unreasonably withheld or delayed)

               4.7.3.2 subject  to  such   reasonable   terms  and   conditions
                       (including provision for reinstatement at the Tenant's
                       cost on the expiration or sooner determination of the
                       Term) as the Landlord may require

               4.7.3.3 in accordance with drawings and specifications previously
                       submitted in triplicate to and approved in writing by or
                       on behalf of the Landlord (such approval not to be
                       unreasonably withheld or delayed) and

               4.7.3.4 after  having  obtained  and supplied to the Landlord and
                       Superior  Landlord  copies of  all  requisite consents
                       licences and permissions for the carrying out of such
                       works from any local public or other authority or body


<PAGE>

               4.7.3.5 the Tenant shall comply with the  procedures  relating to
                       any such application contained in the Estate Regulations

          4.7.4 Not to make or carry out any alteration addition or extension to
                any  of  the water  gas electricity  and  other public  utility
                service systems  serving  the  Premises  except  with the  prior
                written  consent of  the  Landlord   (which  shall  not  be
                unreasonably withheld,  or delayed) and in accordance  with the
                relevant codes of practice of the statutory undertaker concerned
                and to supply to the Landlord and Superior Landlord upon request
                an adequate drawing or drawings showing the actual position of
                all pipes wires cables and other services within the  Premises
                installed amended or extended by the Tenant

          4.7.5 In the event of the Tenant  failing  to  observe  the  covenants
                referred  to  in  this  clause 4.7  and failing  to  take  all
                reasonable steps to remedy any such breach within 15 days of
                receipt  of  a  written  notice  from the Landlord requiring the
                Tenant to remedy the breach it shall be lawful for the Landlord
                and its agents or surveyors with or without workmen and  others
                and all persons authorised  by the Landlord with any  necessary
                materials and appliances to enter upon the Premises at all
                reasonable times and remove any alterations or additions and
                execute such works as may be  necessary  to restore the Premises
                to their former state and the cost thereof and all expenses
                (including surveyors' and other professional fees) together with
                interest  thereon  at  the  Stipulated  Rate  from  the  date of
                expenditure by the Landlord until payment by the  Tenant as well
                after as before judgment shall be a debt due from the Tenant to
                the Landlord and be forthwith recoverable by action

     4.8  Entry

          To permit the  Landlord and its agents and all persons  authorised  by
          them with or without  workmen and appliances at all  reasonable  times
          and upon giving not less than 48 hours  written  notice  (except in an
          emergency) to enter the Premises

          4.8.1 to examine the state of repair and condition thereof

          4.8.2 to check and take inventories  of the  Landlord's  fixtures and
                fittings and the plant machinery and equipment therein


<PAGE>

          4.8.3 to repair and maintain or execute any work upon the  Building or
                any part thereof or any landlord's  fixtures and fittings or the
                Apparatus  therein  (including the installation of additional or
                the  extension of existing  plant machinery  equipment  services
                utilities  and  systems) or to cleanse empty repair or renew any
                Conduits  which are not the  responsibility of the Tenant  under
                this Lease or for the  provision of any of the Services referred
                to in schedule 2 all physical  damage  occasioned thereby to the
                Premises being made good as soon as possible

          4.8.4 for any other purpose (including  measurement  and inspection in
                relation to any rent review  hereunder) connected  with the sole
                charge or other dealing with the interest of the Landlord in the
                Premises

          4.8.5 to exercise the rights herein excepted and reserved

     4.9  Use

          4.9.1 Subject  always to the  following  provisions of this clause 4.9
                not to use the Premises otherwise than for the Permitted Use and
                in  accordance  with  the  requirements  and  conditions  of any
                planning permission authorising such use from time to time

          4.9.2 Not to do on the Premises  anything  which  may  be  illegal  or
                immoral or a nuisance or annoyance  or cause  danger or injuryor
                damage to the Landlord or any tenant or any  neighbouring  owner
                or occupier and to pay all proper costs  charges  and  expenses
                incurred by the Landlord in abating a nuisance  and in executing
                such works as may  be  required to abate a nuisance in obedience
                to any notice served upon the Landlord by the local authority or
                competent  statutory  undertaker  in respect of  or  incidental
                to the Premises or the use thereof

          4.9.3 Not to use the Premises for any noxious noisy or offensive trade
                or  business  and not to hold any sale by auction or public show
                nor keep any live  animals  or birds on the  Premises and not to
                allow on the Premises  anything which is or may become dangerous
                offensive combustible inflammable radioactive or explosive

<PAGE>

          4.9.4 Not to trade or display  goods outside the Premises nor to cause
                any obstruction outside the Premises

          4.9.5 Not to use on the Premises  any machine  (other  than  machinery
                normally  associated with  the  Permitted  Use and  which  where
                appropriate  shall  be mounted  so  as  to  minimise  noise  and
                vibration)  without  the written consent of the Landlord and not
                to use on the Premises any machinery  or sound  reproduction  or
                amplifying  equipment which shall be noisy or cause vibration or
                be a nuisance disturbance  or  annoyance  to the Landlord or the
                owners and/or occupiers of any adjoining or neighbouring
                premises

          4.9.6 Not to do anything which imposes any excessive load or strain on
                the Premises or any part thereof

          4.9.7 Not to suffer  or  permit  any  person to reside or sleep on the
                Premises

          4.9.8 Not to discharge anything into the Conduits serving the Premises
                which is  corrosive or harmful or which  causes or may cause any
                obstruction or deposit therein

          4.9.9 Not to commit any waste upon or to the Premises

          4.9.10 Not to use the Premises as an office for a government agency or
                other public authority which would involve the attendance threat
                of members of the public for the purpose of seeking employment
                or  enrolling  for  or collecting any statutory  social security
                health  insurance  or other benefit  payment or  applying for or
                collecting any licence passport certificate or similar  document
                or paying threat any tax imposition or other financial liability

          4.9.11 If the Premises are continually  unoccupied  for more than one
                 month to provide security and caretaking arrangements to afford
                 the Premises reasonable protection  against  vandalism theft or
                 unlawful occupation

          4.9.12  To  use  reasonable  endeavours  to  keep  the  Premises  at a
                  temperature sufficiently high to prevent freezing of water in
                  any Conduits

          4.9.13 Not to obstruct  others  lawfully using the Common Parts and/or
                 the Estate and to use the same in a  reasonable  manner  and in
                 accordance with any


<PAGE>

                 reasonable  regulations  made  by  the  Landlord  or  Superior
                 Landlord or Management Company from time to time in regard
                 thereto

          4.9.14 Not to park or cause to be parked  or  permit to be parked  any
                 vehicle on the roads paths or fire escapes on the Estate and
                 will not obstruct or cause to be  obstructed or (so far as lies
                 within the reasonable control of the Tenant PROVIDED THAT the
                 Tenant shall in any event use all reasonable endeavours  to
                 ensure that any person doing business with the Tenant and their
                 servants and workman shall comply with this covenant) permit to
                 be obstructed any fire escape path whether by the standing
                 parking or storage of vehicles goods or merchandise thereon or
                 in any other way  whatsoever and will not obstruct or permit or
                 suffer the  obstruction of any forecourt or other open area on
                 any  part of  the  Estate (including  in particular  without
                 prejudice to the generality of the foregoing the service roads
                 of  the  Estate  whether by  standing  parking or storage of
                 vehicles goods or merchandise thereon or in any way whatsoever

     4.10 Alienation

          4.10.1 Not to assign underlet or charge part only of the Premises

          4.10.2 Save for an  underletting  in  accordance  with the  succeeding
                 provisions of this clause not to underlet the whole or any part
                 of  the  Premises  or  to  part  with  possession of or share
                 occupation of the whole or any part of the Premises and not to
                 permit any person deriving title under the Tenant by way of
                 permitted underlease so to do in respect of the Premises

          4.10.3 Not under any circumstances to create or permit the creation of
                 any interest derived  out of  this  Lease  whether  mediate  or
                 immediate and however remote or inferior

                 4.10.3.1 at a fine or premium or other capital sum (and so that
                          no such fine premium or other capital sum shall be
                          taken)

                 4.10.3.2 except at a rent which is not less than the open
                          market rental value of the Premises

                 4.10.3.3 except on terms which prohibit the commutation of rent


<PAGE>

          4.10.4 Not to assign  part with possession  or charge the whole of the
                 Premises nor permit any person deriving title under the Tenant
                 so to do  without  the prior  written  consent of the Landlord
                 which shall not be unreasonably withheld or delayed but so that
                 for the purposes of section 19(1A) of the Landlord and Tenant
                 Act 1927 (as amended by the 1995 Act) it is agreed that it
                 shall be  reasonable  for the  Landlord to withhold  consent to
                 an  assignment  of  the  whole  of the Premises unless:

                 4.10.4.1 the assignee is not a Group Company

                 4.10.4.2 the  assignee  shall  by  deed  enter  into a direct
                          covenant with the Landlord and Superior Landlord to
                          observe and perform the covenants and provisions of
                          and to pay the rents reserved by this Lease for
                          (subject to the provisions of the 1995 Act) the
                          remainder of the Term and a guarantor or  guarantors
                          acceptable to the Landlord  (if more than one jointly
                          and  severally)  shall  if  the  Landlord reasonably
                          requires enter into a covenant and guarantee with and
                          to the Landlord in the terms set out in schedule 3 as
                          if references  therein to the "Tenant" were references
                          to the assignee and

                 4.10.4.3 the Tenant shall if reasonably required by the
                          Landlord by deed enter into an authorised guarantee
                          agreement in respect of the assignee which shall
                          satisfy the requirements set out in schedule 4 and

                 4.10.4.4 each person who is guarantor of the Tenant  under this
                          Lease immediately prior to the assignment shall enter
                          into a guarantee in the same terms (mutatis mutandis)
                          as schedule 3 in respect of the liability of the
                          Tenant  under  any authorised guarantee agreement and

                 4.10.4.5 at the Approval Date no Rent or other monies due to
                          the Landlord under this Lease are unpaid and

<PAGE>

          4.10.5 Subject as aforesaid  not to underlet the whole of the Premises
                 without the prior written consent of the Landlord  (which shall
                 not be unreasonably withheld or delayed)

          4.10.6 To procure  in the case of any  permitted  underletting  of the
                 Premises (whether  mediate or  immediate) that on or before the
                 grant of the relevant underlease:

                 4.10.6.1 the underlessee shall covenant with the Landlord by
                          deed to observe and perform the Tenant's covenants and
                          conditions in this Lease (except the  covenant to pay
                          rent) (so far as the same relate to the part of the
                          Premises comprised in the underlease) and those of the
                          underlessee  in the  relevant underlease

                 4.10.6.2 if  the  Landlord  shall  so  reasonably  require  a
                          guarantor or guarantors acceptable to the Landlord
                          shall  covenant  (if  more  than  one  jointly  and
                          severally)  with  the  Landlord  to  guarantee  the
                          observance and performance by the underlessee of its
                          covenants to be contained  in such  underlease
                          such guarantee to be given (mutatis  mutandis) in the
                          form of the provisions contained in schedule 3

          4.10.7 To procure that any permitted  immediate or mediate  underlease
                 is in a form approved by the Landlord (such  approval not to be
                 unreasonably withheld or delayed) and in particular contains:

                 4.10.7.1  covenants by the  underlessee  with  the  underlessor
                           prohibiting the underlessee from doing or allowing
                           any act or thing on or in relation to the  premises
                           demised by such underlease  inconsistent  with or in
                           breach of the  Tenant's obligations in this Lease

                 4.10.7.2  a condition for re-entry by the underlessor on breach
                           of any covenant by the underlessee

                 4.10.7.3  the  same  restrictions  on  assignment  underletting
                           parting with possession and  sharing  of  occupation
                           and  the  same  provisions for direct covenants and
                           registration as in this Lease


<PAGE>

                 4.10.7.4  a  prohibition on any assignment of the  whole of the
                           premises  demised  by the underlease  without  the
                           consent of the Landlord

                 4.10.7.5  an  agreement  duly authorised by an order of a court
                           of competent jurisdiction excluding in relation to
                           that underlease the provisions of sections 24 to 28
                           of  the Landlord and Tenant Act  1954  (as   amended)
                           or any modification or re-enactment thereof

          4.10.8  To enforce  performance  by  every  such  underlessee  of  the
                  covenants and conditions in the underlease and not to release
                  or waive any such  covenants or  conditions  without the
                  Landlord's consent

          4.10.9  Upon every application for consent  required by this clause to
                  disclose  to the  Landlord such  information  as to the  terms
                  proposed as the Landlord may reasonably require

          4.10.10 Not to enter into any variation of the terms of any underlease
                  without  the  Landlord's consent nor to accept a surrender of
                  the same in respect of part only (as opposed to the whole) of
                  the premises underlet

          Provided that the Tenant may share occupation of the Premises with any
          Group  Company on  condition  that the sharing  shall not create a new
          relationship  of landlord and tenant and that on any occupier  ceasing
          to be a Group Company the  occupation  shall  immediately  cease or be
          otherwise documented in accordance with this clause.

     4.11 Registration of documents

          4.11.1  Within one month after any  assignment or  underlease  or any
                  transmission or other devolution relating to the Premises or
                  any part thereof to give  notice  thereof  to the  Landlord's
                  and Superior  Landlord  solicitor and to furnish him with a
                  certified copy  of  any  document  relating  thereto  and  to
                  pay  to  the Landlord's solicitor a reasonable fee (not being
                  less than  (pound)30)  plus VAT thereon  together with any
                  Superior Landlords fee

          4.11.2  To supply to the Landlord  within 14  working  days of written
                  request the names and addresses of any tenant deriving title
                  from the Tenant (whether mediately  or  immediately)  together
                  with details of the rent payable  by any such  tenant  and the
                  other terms of such tenancy


<PAGE>

          4.11.3  To supply to the Landlord any details required by the Landlord
                  pursuant to section 40 of the Landlord and Tenant Act 1954

     4.12 Compliance with statutes

          To comply in all respects with and in a proper and workmanlike  manner
          to execute all works required under the provisions of all statutes for
          the time being in force and the directions of any competent  authority
          relating  to the  Premises  or any part  thereof or the use thereof or
          anything  contained therein or the employment therein of any person or
          persons  and  not to do or  knowingly  omit  or  suffer  to be done or
          omitted on or about the  Premises  any act or thing by reason of which
          the Landlord may under any enactment  incur or have imposed upon it or
          become  liable  to pay any levy  penalty  damages  compensation  costs
          charges or expenses and to indemnify and keep indemnified the Landlord
          against all claims  demands costs expenses and liability in respect of
          any breach of the foregoing

     4.13 Planning/environmental matters

          4.13.1  Not to apply for planning permission in respect of the
                  Premises  without  the  Landlord's   prior  written   consent
                  (not  to  be  unreasonably  withheld or delayed) and  if  the
                  Landlord  attaches reasonable conditions  to any such  consent
                  not to apply for any planning permission  except in accordance
                  with those  reasonable conditions

          4.13.2  At all times during the Term to comply with the provisions and
                  requirements  of  the  Planning  Acts  and  of  any  planning
                  permissions (and  the  conditions  thereof)  relating  to  or
                  affecting the Premises or the use  thereof  or any  operations
                  works  acts or things  carried out executed done or omitted
                  thereon and to keep the Landlord indemnified in respect
                  thereof

          4.13.3  Subject to clause 4.13.1 as often as occasion requires during
                  the Term at the Tenant's expense to obtain and if appropriate
                  renew all planning permissions and serve all notices  required
                  under the Planning Acts for the carrying out by the Tenant of
                  any operations or the institution or continuance by the Tenant
                  of any use of the Premises or any part thereof


<PAGE>

          4.13.4  To pay and satisfy any charge imposed during the Term under
                  the Planning Acts in respect of the carrying out or
                  maintenance by the Tenant  of  any  such   operation  or  the
                  institution or continuance by the Tenant of any such use as
                  aforesaid

          4.13.5  Notwithstanding  any  consent  which  may  be  granted  by the
                  Landlord under this Lease not to carry out or make any
                  alteration or addition to the Premises or any change of use of
                  the Premises (being an alteration or addition or change of use
                  prohibited by or for which the Landlord's consent is required
                  under  this  Lease  and for  which  a  planning permission is
                  needed) before a planning permission for such alteration
                  addition or change of use has been produced to the  Landlord
                  (acting reasonably) as satisfactory provided that the Landlord
                  may refuse to express such satisfaction if the period of  such
                  permission  or  anything contained in or omitted from it will
                  in the reasonable opinion of the Landlord's Surveyor be likely
                  to prejudice  the  Landlord's interest in the Premises  either
                  during the Term or on or after the expiration or earlier
                  determination of the Term

          4.13.6  Unless the Landlord otherwise  directs in writing to carry out
                  and complete before the expiration or earlier determination of
                  the Term any work required to be carried out to the Premises
                  as a condition  of any  planning  permission  granted  during
                  the Term whether or not the date by which the planning
                  permission requires such  works to be carried  out  is  during
                  the Term and any development begun on the Premises in  respect
                  of which the Landlord shall or may be or become liable for any
                  charge or levy under the Planning Acts

          4.13.7  When  called upon so to do to produce to the Landlord  and the
                  Landlord's Surveyor all plans  documents  and  other  evidence
                  reasonably required by the Landlord to satisfy  itself  acting
                  reasonably that the Tenant's obligations in this clause have
                  been complied with

          4.13.8  Not  without the prior written  consent of the  Landlord  such
                  consent  not  to  be unreasonably withheld or delayed to enter
                  into a planning obligation for the purposes of section 106 of
                  the Town and Country Planning Act 1990

          4.13.9  Where any planning permission is granted subject to conditions
                  involving  the  carrying out of works upon or change of use of
                  the Premises  the



<PAGE>

                  Landlord  may as a condition  of its consent to the carrying
                  out of such  works or change of use  require  the  Tenant to
                  provide   security  for  the  due   compliance   with  those
                  conditions  and no works shall be commenced and no change of
                  use  shall  be  implemented  until  such  security  has been
                  provided to the Landlord's satisfaction

          4.13.10 As soon as  practicable  to notify the  Landlord  of any order
                  direction proposal or notice under the Planning Acts served on
                  or received  by the Tenant or coming to the  Tenant's  notice
                  which relates to or affects the Premises and to produce to the
                  Landlord if required any such order   direction   proposal  or
                  notice in the Tenant's possession and not to take any  action
                  in respect of such order direction proposal or notice  without
                  the Landlord's approval such approval not to be unreasonably
                  withheld or delayed

          4.13.11 In  relation  to any act the  commission  or omission of which
                  requires any consent licence  or  other  authority  under  the
                  Environmental  Protection  Act not to do or omit to do (as the
                  case may be) such act without obtaining such authority and not
                  to apply for such  authority  without the  Landlord's  prior
                  written consent not to be unreasonably withheld or delayed

     4.14 Easements

          Not to obstruct any window  light or way  belonging to the Premises or
          to any adjoining or  neighbouring  premises nor  acknowledge  that any
          easement or other right for the benefit of the  Premises is enjoyed by
          consent  of any other  person nor  permit  any new  easement  right or
          encroachment  to be made into  against or on the  Premises and to give
          immediate notice to the Landlord if any easement right or encroachment
          against or affecting  the Premises  shall be made or attempted as soon
          as the Tenant becomes aware of the same and at the Landlord's  request
          and to adopt such means as may be  reasonably  required to prevent the
          same

     4.15 Electricity Substation

          Not to do or suffer to be done any act which would in anyway interfere
          with the  running  of or  damage  any  electricity  or gas  substation
          situated on the Estate


<PAGE>

     4.16 Notifications

          Forthwith  on  receipt  of any  permission  notice  order or  proposal
          relating to the  Premises  or the use or  condition  thereof  given or
          issued  by  any  governmental  local  or  other  public  or  competent
          authority to give full  particulars  thereof to the Landlord and if so
          required by the  Landlord to produce the same to the  Landlord  and to
          take all necessary steps to comply  therewith and also when reasonably
          requested  by the Landlord to make or join with the Landlord in making
          such objections and representations  against or in respect of the same
          as the Landlord shall deem expedient

     4.17 Defects

          Forthwith upon becoming aware of the same to give notice in writing to
          the  Landlord of any defect in the state or  condition of the Premises
          which would or might give rise to an  obligation  upon the Landlord to
          do or refrain  from doing any act or thing in order to comply with any
          duty of care imposed  upon the Landlord and to indemnify  the Landlord
          against or in respect of any losses  claims  actions  costs demands or
          liability  arising out of any failure of the Tenant to comply with its
          obligations under this Lease

     4.18 Fire fighting

          To keep the Premises  supplied and equipped with all fire fighting and
          extinguishing appliances from time to time required by law or required
          by the insurers of the Premises or reasonably required by the Landlord
          such appliances being kept open to inspection and properly  maintained
          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
          Premises in case of fire

     4.19 Advertisements/aerials

          Not  without  the prior  written  consent  of the  Landlord  not to be
          unreasonably withheld or delayed to affix or exhibit any advertisement
          placard  notice or sign  either  outside  the  Premises  or inside the
          Premises so as to be seen from the outside nor without such consent to
          install  any  flagpole  mast or outside  satellite  receiving  dish or
          television or radio aerial on the Premises and to remove at the end or
          earlier


<PAGE>

          determination  of the Term any item so exhibited  or installed  making
          good all damage caused thereby to the reasonable  satisfaction  of the
          Landlord

     4.20 Notice boards

          In the last six  months  of the Term to  permit  the  Landlord  or its
          agents to affix upon any suitable  part of the Premises a notice board
          or bill  relating to any reletting of the same or to any sale or other
          dealing  with this Lease and the Tenant will not remove or obscure the
          same and will on  reasonable  prior  notice and at times agreed by the
          Landlord and Tenant (both acting  reasonably)  permit those authorised
          by the Landlord in connection  with any such  reletting  sale or other
          dealing to enter and view the Premises without interruption

     4.21 Expenses

          To pay to the Landlord on demand and on an  indemnity  basis all costs
          charges expenses damages and losses  (including but without  prejudice
          to the  generality  of the  foregoing  legal costs  bailiffs  fees and
          surveyor's  fees) properly  incurred by the Landlord in relation to or
          incidental to:

          4.21.1  the preparation and service of a notice under  section 146 of
                  the Law of Property Act 1925 and/or any  proceedings  relating
                  to the Premises  whether under sections 146 and/or 147 of the
                  Law of Property Act 1925 or otherwise or a notice served under
                  the  said  section 146  is  complied with by the Tenant or the
                  Tenant has been relieved under the provisions of the Law of
                  Property Act 1925 and notwithstanding  forfeiture is avoided
                  otherwise  than by relief granted by the court and to keep the
                  Landlord  fully  indemnified against all proper costs charges
                  expenses claims  and  demands  whatsoever  in  respect of the
                  said proceedings and the preparation and service of the said
                  notices

          4.21.2  (without prejudice to the  generality  of the  foregoing) the
                  preparation and service of any notice or schedule relating to
                  the repair of the Premises whether served on the Tenant during
                  or within three months after the expiration or earlier
                  determination of the Term


<PAGE>

          4.21.3  procuring the remedying of any breach of covenant on the part
                  of  the  Tenant  or  any  sub-tenant  or  their  respective
                  predecessors in title contained in this Lease and

          4.21.4  every application  made by the Tenant for a consent or licence
                  required by the provisions of this Lease whether such consent
                  or licence is granted or lawfully refused or proffered subject
                  to  any  lawful  qualification  or  condition  or  whether the
                  application is withdrawn

     4.22 New guarantor

          To notify the  Landlord  within 14 days of the Tenant  becoming  aware
          that:

          4.22.1  any  Guarantor  being an individual (or if individuals any one
                  of them) shall become  bankrupt or shall make any assignment
                  for the benefit  of or enter  into  any  arrangement  with his
                  creditors  either  by  composition  or  otherwise or have any
                  distress  or  other execution levied on his goods or have a
                  receiver  appointed under the Mental Health Act 1983

          4.22.2  any Guarantor being an individual (or if individuals any one
                  of them) shall die

          4.22.3  any Guarantor  being a body  corporate (or if bodies corporate
                  any one of them) has a winding up order made in  respect of it
                  other  than  a  members'  voluntary  winding  up  of a solvent
                  company  for the  purposes of  amalgamation  or reconstruction
                  approved by the Landlord (such approval not to be unreasonably
                  withheld  or  delayed) or  has  a receiver administrator or an
                  administrative receiver appointed of it or any of its assets
                  or has any distress or other execution  levied on its goods or
                  is dissolved or struck off  the  Register of Companies  or
                  (being  a  body  corporate  incorporated  outside  the  United
                  Kingdom) is dissolved or ceases to exist under the laws of its
                  country or state of incorporation

          and in any such case if the Landlord so requires  then at the Tenant's
          expense within 28 days of such  requirement to procure that some other
          person or persons or body or bodies corporate reasonably acceptable to
          the Landlord shall execute a guarantee in


<PAGE>

          the terms of schedule 3 with such  amendments  as the  Landlord  shall
          reasonably require in the circumstances

     4.23 Indemnity

          To keep the  Landlord  indemnified  from and  against  all loss damage
          actions  proceedings  claims  demands costs and expenses of whatsoever
          nature  and  whether  in  respect of any injury to or the death of any
          person or damage to any  property  movable or  immovable  or otherwise
          howsoever  arising directly or indirectly from the repair or the state
          of repair or  condition of the Premises or from any breach of covenant
          on the  part of the  Tenant  herein  contained  or from the use of the
          Premises  or out of any works  carried out at any time during the Term
          to the Premises or out of anything now or during the Term  attached to
          or  projecting  from the Premises or as a result of any act neglect or
          default  by the  Tenant or by any  sub-tenant  or by their  respective
          servants agents licensees or invitees

     4.24 Yield up

          At the expiration or sooner determination of the Term:

          4.24.1  quietly to yield up the  Premises to the Landlord  with vacant
                  possession  in  such  state  and  condition  as  shall  in all
                  respects be consistent  with a full and due  performance  by
                  the Tenant of the covenants on its part herein contained

          4.24.2  if so required  by the  Landlord  to remove all  fixtures  and
                  fittings installed in  the  Premises during the Term save that
                  the Tenant shall not be obliged to reinstate  the  alterations
                  authorised  by  a  licence  for  alterations  made between the
                  Superior Landlord (1) the  Landlord (2) and the Tenant (3) of
                  even date herewith

          4.24.3  to  make  good to the reasonable satisfaction of the Landlord
                  all damage caused as a result of the removal by the Tenant of
                  any fixtures and fittings

          4.24.4  to remove all signs and nameplates indicating the connection
                  or former connection of the Tenant with the Premises


<PAGE>

     4.25 VAT

          4.25.1  To pay to the Landlord by way of additional  rent such VAT as
                  may be or become  payable in respect of the rents reserved by
                  and other monies payable under and the  consideration for all
                  taxable supplies received by the Tenant under or in connection
                  with this Lease

          4.25.2  In every  case where the  Tenant  has  agreed to  reimburse or
                  indemnify the Landlord in respect of any payment  made by the
                  Landlord  under the terms of or in connection  with this Lease
                  to reimburse in addition any VAT paid by the Landlord on such
                  payment where this cannot be recovered by the Landlord as
                  input tax

     4.26 Regulations

          4.26.1  To comply with all reasonable regulations and directions as
                  the  Landlord  may  from  time  to  time  make  or give to the
                  occupiers  of  the  Building  for  the orderly convenient and
                  proper management of the Building or any part or parts thereof

          4.26.2  To comply with the Estate  Regulations  determined  under the
                  terms of the Head Lease and ensure  that its  servants  agents
                  employees workmen and licensees and all person doing  business
                  with  the  Tenant their servants agents  employees and workmen
                  so comply

          4.26.3  To observe and perform all speed  parking or other regulations
                  and traffic directions which the Management Company may from
                  time  to  time  make (in  the  interests  of  the  owners and
                  occupiers  of  the  Estate  or  any  part  thereof or for road
                  safety) in respect of the common roads footpaths and ways in
                  the Estate

     4.27 Observe covenants

          4.27.1  To  observe   and  perform  the   agreements   covenants   and
                  stipulations (if any) referred to in part 4 of schedule 1 so
                  far as any of the same are still subsisting and capable of
                  taking effect  and  relate  to the  Premises  and to keep  the
                  Landlord indemnified  against all actions proceedings costs
                  claims demands and liability in any way relating thereto


<PAGE>

          4.27.2  To observe and perform the covenants on the part of the lessee
                  thereunder contained in the Head Lease insofar as they relate
                  to the Premises save where the same are expressly  herein made
                  the responsibility of the Landlord

5.   LANDLORD'S COVENANTS

     The Landlord hereby covenants with the Tenant as follows:

     5.1  Quiet enjoyment

          The  Tenant  paying the rents and other  monies  hereby  reserved  and
          performing  and observing the covenants  conditions  and agreements on
          the part of the Tenant herein  contained the Tenant may peaceably hold
          and enjoy the Premises during the Term without any interruption by the
          Landlord or any person lawfully claiming through under or in trust for
          the Landlord

     5.2  Services

          5.2.1   Subject to the payment by the Tenant of the Building  Service
                  Charge and  provided  that the  Landlord is not  prevented by
                  any Insured Risk accident strike combination or lockout of
                  workmen or any other  cause  beyond its control  the  Landlord
                  will use its reasonable  endeavours  to provide or secure the
                  provision of the Building  Services  referred  to in  schedule
                  2 in an efficient manner and in accordance with the principles
                  of good estate management provided that the Landlord shall not
                  be  responsible for any temporary  delay stoppage or omission
                  in  connection therewith due to any cause or circumstances
                  beyond the Landlord's control

          5.2.2   Subject to the payment by the Tenant of the  proportion of the
                  Estate Service Charge and the Phase Service Charge referred to
                  in clause  4.4 to use  its  reasonable endeavours  to  enforce
                  the tenants'  rights  under the Head  Lease in  respect of the
                  Estate Services and the Phase Services

     5.3  Head Lease

          5.3.1   To use all reasonable endeavours  to  enforce  the  Landlord's
                  covenants under the terms of the Head Lease when  called upon
                  in writing by the Tenant at the cost of the Tenant


<PAGE>

          5.3.2   To pay the rents reserved by the Head Lease and to observe and
                  perform the covenants agreements and conditions on the part of
                  the tenant contained therein

          5.3.3   Not to agree to any material variation of any of the  terms of
                  the Head Lease without first obtaining  the  Tenant's  written
                  consent such consent not to be unreasonably withheld or
                  delayed

          5.3.4   To use all reasonable endeavours to ensure  that the Tenant is
                  represented on any Estate signage

     5.4  At the cost of the Tenant to use best endeavours to obtain the consent
          of the Superior Landlord whenever the Tenant makes application for any
          consent  required  under this Lease and where the  consent of both the
          Landlord and the Superior Landlord is required by virtue of this Lease
          or the Head Lease

6.   INSURANCE

     6.1  Landlord's obligations

          Provided the Tenant complies with its obligations at clause 6.2 hereof
          the Landlord  hereby  covenants  with the Tenant to pay the  insurance
          premiums  under  the Head  Lease and as soon as  reasonably  practical
          after it  becomes  aware to notify  the  Tenant  of any  change in the
          Insured Risks covered by the policy from time to time and:

          6.1.1   if  reasonably so required by the Tenant to produce to the
                  Tenant from time to time  such  evidence  of the terms of the
                  policy of insurance and the fact that the policy is subsisting
                  and in effect as the Landlord shall be entitled to request
                  from the Superior Landlord and to procure that the interest of
                  the Tenant is noted or endorsed on the policy

          6.1.2   in case the Premises or any part thereof or the Common Parts
                  or the Apparatus or any  part or parts  thereof  shall at any
                  time during the Term be destroyed ordamaged by a Insured Risk
                  so  as  to  render  the  Premises  or  the Common Parts or the
                  Apparatus unfit for  occupation  and use by the Tenant and the
                  policy  or  policies of  insurance  effected by the Superior
                  Landlord  under the Head Lease or the  Landlord  under  the
                  Lease shall  not  have  been vitiated or payment of the policy
                  monies  refused in whole or in part in


<PAGE>

                  consequence  of any act or  omission  of the  Tenant  or its
                  servants  agents  licensees  or  invitees  then the Rent the
                  proportion of the Estate  Service  Charge and the proportion
                  of the Phase Service Charge payable by the Tenant under this
                  lease or a fair proportion  thereof  according to the nature
                  and  extent  of the  damage  sustained  shall  be  forthwith
                  suspended until the Premises Common Parts or Apparatus shall
                  be  rendered  fit  for  occupation  and  use  or  until  the
                  expiration  of  three  years  from  the  date of  damage  or
                  destruction  whichever  be the sooner and any  dispute as to
                  the amount to be suspended  shall be referred to arbitration
                  in accordance  with the provisions of the  Arbitration  Acts
                  1996 or any statutory  modifications or re-enactment thereof
                  for the time being in force

          6.1.3   if upon the expiry of a period of three years  commencing  on
                  the date of the damage or destruction to the Premises, Common
                  Parts or Apparatus have not been rebuilt or reinstated and the
                  Premises rendered fit for the Tenant's occupation and use the
                  Tenant may on serving  notice at any time within six months of
                  the expiry of such period  bring this Lease to an end and upon
                  service of this notice this Lease  will  immediately come to
                  an end without prejudice to any rights or remedies that may
                  have accrued to each party against the other

     6.2  Tenant's obligations

          6.2.1   Not  to  do  or  permit  or suffer to be done on the Premises
                  anything which may cause any  insurance  of the Premises or
                  any other part of the Building or the Estate  effected by the
                  Superior  Landlord or by the Management  Company to be or
                  become void or voidable or whereby the premium payable under
                  any such insurance is liable to be  increased  and  to  repay
                  to  the  Landlord  such  increased insurance  premium  as may
                  be  demanded  under the Head  Lease in accordance with clause
                  4.10.3 thereof on demand

          6.2.2   In the event of the Premises or any other part of the Building
                  the Estate or of any part thereof  being  damaged or destroyed
                  by fire or any other of the  Insured Risks at any time during
                  the Term and the  insurance  money  under  any  policy  of
                  insurance effected thereon by the Superior Landlord or by the
                  Management Company being wholly or partially  irrecoverable by
                  reason


<PAGE>

                  solely or in part of any act or  default  of the  Tenant its
                  servants  agents  licensees  or invitees  will  forthwith on
                  demand (in  addition to the said rents) pay to the  Landlord
                  or the Management  Company as  appropriate  the whole or (as
                  the case  may be) a fair  proportion  of the cost  including
                  professional or other fees of rebuilding and reinstating the
                  same with  interest  thereon at the  Prescribed  Rate on all
                  payments made by the Landlord or by the  Management  Company
                  in or in connection  with such  rebuilding or  reinstatement
                  from  seven (7) days  after the time of the  expenditure  or
                  demand (whichever shall be the later) until repayment by the
                  Tenant  and  any  dispute  as  to  the  proportion  to be so
                  contributed  by the Tenant to be referred to  arbitration in
                  accordance with the provisions of the Arbitration  Acts 1996
                  or any statutory  modifications or re-enactment  thereof for
                  the time being in force

7.   PROVISOS

     Provided always and it is hereby agreed and declared as follows:

     7.1  Forfeiture

          If and whenever:

          7.1.1   the rents hereby reserved or any part thereof shall be in
                  arrear or unpaid for the space of 14 days after the same shall
                  have become due (whether formally demanded or not) or

          7.1.2   there shall be   any   other   breach    non-performance   or
                  non-observance  of  any  of  the  covenants  and  conditions
                  herein contained  on the part of the Tenant to be observed or
                  performed or

          7.1.3   the Tenant  enters into an arrangement or composition  for the
                  benefit of its creditors or

          7.1.4   the  Tenant has any distress or other execution  levied on its
                  goods or

          7.1.5   the  Tenant (being an  individual) is made bankrupt or has an
                  administration order made in respect of it


<PAGE>

          7.1.6   the Tenant (being a body  corporate)  has a winding up order
                  made in respect of it other than a members' voluntary winding
                  up of a solvent company for the purposes of amalgamation  or
                  reconstruction  approved by the Landlord (such approval not to
                  be unreasonably withheld) or has a receiver administrator or
                  an administrative receiver appointed  of it or any of its
                  assets  or is  dissolved  or struck  off the  Register  of
                  Companies or (being  a body corporate   incorporated  outside
                  the  United  Kingdom)  is dissolved  or ceases to exist under
                  the laws of its country or state of incorporation then and in
                  any  such  case  it  shall  be  lawful for the Landlord or any
                  person authorised  by the Landlord  at  any  time  thereafter
                  to  re-enter  upon  the Premises  or any part  thereof  in the
                  name of the whole and thereupon  the  Term  shall  absolutely
                  determine  without prejudice  to any right or remedy of the
                  Landlord in respect of any breach of the Tenant's or the
                  Guarantor's  covenants contained in this Lease

     7.2  Exclusion of use warranty

          Nothing in this Lease or in any consent  granted by the Landlord under
          this Lease shall imply or warrant  that the  Premises  may be used for
          any purpose  whatsoever  under the  Planning  Acts now or from time to
          time in force  (including  the Permitted Use) or that the Premises are
          or will remain otherwise fit for any such use

     7.3  VAT

          Except where otherwise  expressly  stated in this Lease all rent money
          or  other  consideration  in  respect  of  supplies  for VAT  purposes
          received or deemed to be received by the Tenant under or in connection
          with this Lease is exclusive of VAT

     7.4  Service of notices

          Any notice  required to be served under this Lease shall be in writing
          and shall be properly  served if it complies  with the  provisions  of
          section 196 of the Law of Property Act 1925 as amended by the Recorded
          Delivery Service Act 1962 or section 23 of the Landlord and Tenant Act
          1927 and in addition any notice shall be  sufficiently  served if sent
          by facsimile  transmission to the party to be served and service shall
          be deemed to be made on the date of transmission if transmitted before



<PAGE>

          4:00 pm on the  date of  transmission  but  otherwise  on the next day
          provided that evidence of receipt of such transmission is obtained

     7.5  Rights exercisable by Management Company

          7.5.1   Reference  in  this  Lease  to  any  right  exercisable by the
                  Landlord or the  Superior  Landlord or its agents  shall be
                  construed  as including  (where  appropriate) the exercise of
                  such right by the Management Company or its agents pursuant to
                  the Head Lease

          7.5.2   Reference in this Lease to any consent or approval required
                  from the Landlord or Superior Landlord shall be construed as
                  also including the consent or approval of the Management
                  Company where the Management  Company's  consent  would be
                  required  under the terms of any documentation entered into
                  between the Landlord and the Superior Landlord and the
                  Management Company whether or not already entered into at the
                  date hereof

     7.6  Development of neighbouring premises

          The Landlord shall be entitled to carry out or permit the  development
          of any adjoining or  neighbouring  premises  (whether  included in the
          Building  or not)  notwithstanding  that the access of light or air to
          the Premises may thereby be  diminished or otherwise  interfered  with
          provided  that the cost of such  development  shall not be a  Building
          Service Cost (as defined in schedule 2)

     7.7  Compensation

          Any  statutory  right  of  the  Tenant  or  any  sub-tenant  to  claim
          compensation  from the  Landlord on  vacating  the  Premises  shall be
          excluded as far as the law allows

     7.8  Implied easements

          The  operation  of section 62 of the Law of Property Act 1925 shall be
          excluded from this Lease and the only rights granted to the Tenant are
          those  expressly  set out in this  Lease and the  Tenant  shall not by
          virtue of this Lease be deemed to have  acquired or be entitled to and
          the Tenant shall not during the Term acquire or become entitled by any
          means  whatsoever  to any easement from or over or affecting any other
          land  or



<PAGE>

          premises  now or at any time  hereafter  belonging to the Landlord and
          not comprised in this Lease

     7.9  Disputes with adjoining occupiers

          Any dispute  arising as between the Tenant and the lessees  tenants or
          occupiers  of  adjoining  or  neighbouring  premises  belonging to the
          Landlord  relating to any easement  right or  privilege in  connection
          with the  Premises  or  relating  to the  party or other  walls of the
          Premises or as to the amount of any contribution  towards the expenses
          of works to  services or matters  used in common  shall be referred to
          the Landlord  whose  decision shall be binding upon all parties to the
          dispute save in case of manifest error as to law or fact

     7.10 Tenant's effects

          The Tenant hereby irrevocably appoints the Landlord to be its agent to
          store or dispose of any effects left by the Tenant on the Premises for
          more than seven days after the  termination  of this Lease (whether by
          effluxion of time or otherwise) on any terms that the Landlord  thinks
          fit and  without  the  Landlord  being  liable to the  Tenant  save to
          account  for the net  proceeds  of sale less `the cost of storage  (if
          any) and any other  expenses  reasonably  incurred by the Landlord and
          hereby agrees to indemnify the Landlord against any liability incurred
          by the Landlord to any third party whose property shall have been sold
          by the Landlord in the mistaken belief held in good faith (which shall
          be presumed unless the contrary be proved) that such property belonged
          to the Tenant

     7.11 No waiver

          7.11.1  No demand for or receipt or acceptance of any part of the
                  rents hereby  reserved or any payment on account thereof shall
                  operate  as  a  waiver by the Landlord of any right which the
                  Landlord  may  have  to forfeit  this  Lease by reason of any
                  breach of covenant by the  Tenant and the Tenant shall not in
                  any proceedings for forfeiture be entitled to rely on any such
                  demand  receipt or acceptance as aforesaid as a defence

          7.11.2  The return to the Tenant of any rents or other monies paid by
                  banker's standing order or direct debit as soon as reasonably
                  practicable after receipt


<PAGE>

                  shall be treated as a refusal by the  Landlord to accept the
                  same  and  the  Tenant shall not in any proceedings  for
                  forfeiture  be  entitled  to  rely  on  any  such  receipt as
                  a defence

     7.12 Party walls

          Save  as   otherwise   directed  in  writing  by  the   Landlord   the
          non-structural  walls  separating  the  Premises  from  any  adjoining
          premises  within the Building  shall be party walls and structures and
          maintainable accordingly

     7.13 Jurisdiction

          7.13.1  This Lease is and shall be governed by and  construed  in all
                  respects in accordance with the laws of England

          7.13.2  The Tenant hereby submits to the non-exclusive jurisdiction of
                  the High Court of Justice of England in relation to any claim
                  dispute  or  difference  which  may  arise  hereunder  and  in
                  relation to the enforcement of any judgment  rendered pursuant
                  to any such claim dispute or difference and for the purpose of
                  part  6  rule  15  of  the  Civil  Procedure  Rules (or any
                  modification or re-enactment thereof) the Tenant hereby
                  irrevocably agrees that any process or proceedings  hereunder
                  (whether of a judicial or quasi judicial nature) may be served
                  on it by leaving a copy  thereof  either at the  address of
                  any  person  registered  with the  Registrar  of Companies
                  pursuant to part XXIII of the  Companies  Act 1985 (or any
                  modification or  re-enactment  thereof) as being resident in
                  Great Britain and authorised to accept on behalf of the Tenant
                  service of process and proceedings and any notices required to
                  be served on the Tenant or at the Premises

     7.14 Status of lease

          For the purposes of the 1995 Act this Lease is a new tenancy

     7.15 Stamp duty

          It is hereby  certified  that there is no agreement for lease to which
          this Lease gives effect

<PAGE>

     7.16 Court order

          Having  been  authorised  to do so by an order at Luton  County  Court
          (No-LU066  19  made on the 3 ~A day of N  0\XVvWQ(  `2-000  under  the
          provisions  of the  Landlord  and  Tenant Act 1954  section  38(4) the
          parties agree that the  provisions of the Landlord and Tenant Act 1954
          sections  25 to 28  (inclusive)  shall be  excluded in relation to the
          tenancy created by this Lease

     7.17 Exclusion of rights under the Contracts  (Rights of Third Parties) Act
          1999

          A person who is not party to this Lease  shall have no right under the
          Contracts  (Rights of Third  Parties)  Act 1999 to enforce any term of
          this  Lease.  This  clause  does not affect any right or remedy of any
          person which exists or is available  otherwise  than  pursuant to that
          Act.


<PAGE>

                                   SCHEDULE 1

                                     Part 1

                                    Premises


All those offices shortly described in the Particulars which are for the purpose
of identification shown edged red on Plan E and which include for the purpose of
obligation as well as of grant:

1.   the plaster or other rendering and decorative covering of the walls thereof
     and (in the case of  non-structural  walls  only)  the inner  half  thereof
     severed medially

2.   the floor screed (but not the slab beneath the same)

3.   the ceiling thereof (but not the beams above the same)

4.   all doors and windows  other than  external to the  Building  fitted in the
     walls bounding such offices and their respective frames and fixings

5.   all light fittings and electrical  circuits sockets and switches within and
     exclusively serving the Premises

6.   all carpets and floor coverings  within and all other  landlord's  fixtures
     and fittings in on or forming part of such offices and exclusively  serving
     the same

but there are excluded the Structure and all tenant's fixtures and fittings



                                     Part 2


                          Easements and rights granted


The  following  rights are  granted to the  Tenant (so far as the  Landlord  can
lawfully  grant  the  same)  in  connection  with  the  use of the  Premises  in
accordance  with and subject to the  provisions  of this Lease such rights being
exercisable  in common with the  Landlord and those  authorised  by the Landlord
including other tenants of the Building

1.   the use of the Common Parts for all proper purposes

2.   the full free and  uninterrupted  passage  and  running  of water  soil gas
     telephone electricity telecommunication and all other services and supplies
     of whatsoever  nature for the Premises through such of the Conduits serving
     the same  which are or may  hereafter  during the


<PAGE>

     Perpetuity  Period be in under or over any other parts of the  Building and
     any other adjoining or neighbouring property of the Landlord

3.   support shelter and protection from other parts of the Building

4.   such rights as the Landlord is able to grant over the Estate in  accordance
     with the rights  granted to the Landlord under the Head Lease and contained
     in the first schedule thereof

5.   the right to enter onto the other  parts of the  Building  upon  reasonable
     prior notice and at reasonable  times (save in case of  emergency)  for the
     purposes of  inspecting  maintaining  repairing  renewing  the Premises and
     Conduits and Common Parts (save insofar as the Conduits Common Parts repair
     faults within the repairing obligations to Landlord hereunder)

6.   The right to use 58 car parking  spaces  (being the spaces  shown  coloured
     blue on Plan A) for the parking of private  motor  vehicles  only  PROVIDED
     THAT the Superior  Landlord may at its sole discretion at any time and from
     time to time change the  position of the car parking  spaces  allocated  in
     accordance  with the  provisions  of the Head Lease and the Landlord may at
     any time and from time to time change the position of the parking spaces on
     not less than 28 days written notice (except in an emergency) PROVIDED that
     such  parking  spaces  shall as far as  possible be no less  convenient  or
     commodious to the Tenant

7.   The right to erect  signage in the Common  Parts in such  positions  as the
     Landlord  consents  to (such  consent  not to be  unreasonably  withheld or
     delayed)


                                     Part 3

                           Exceptions and reservations

Excepting  and  reserving in favour of the  Landlord and its tenants  agents and
licensees and those  authorised by the Landlord,  and Superior  Landlord and all
other persons who now have or may hereafter be granted similar rights:

1.   the full free and  uninterrupted  passage  and  running  of water  soil gas
     telephone electricity telecommunication and all other services and supplies
     of  whatsoever  nature from and to any other parts of the  Building and any
     other  adjoining or neighbouring  property of the Landlord  through such of
     the  Conduits  serving  the same  which  are or may  hereafter  during  the
     Perpetuity  Period  be in on under or over the  Premises  and the  right of
     entry onto the Premises


<PAGE>

     for the purpose of inspecting  repairing renewing  re-laying  cleansing and
     maintaining  and  connecting up to any such existing or future  Conduits at
     reasonable times upon reasonable prior notice (save in case of emergency)

2.   the right to erect or to consent  hereafter  to any  person  erecting a new
     building or to alter any  building  for the time being on any  adjoining or
     neighbouring  property of the Superior  Landlord or  Management  Company in
     such  manner as the person or persons  exercising  such right may think fit
     and  notwithstanding  that such  alteration  or erection  may  diminish the
     access of light and air enjoyed by the  Premises and the right to deal with
     any  adjoining  or  neighbouring  property  of  the  Superior  Landlord  or
     Management  Company as it may think fit in accordance  with the  provisions
     set out in the Head Lease

3.   the  right to erect  scaffolding  for the  purpose  of  repairing  cleaning
     rebuilding renewing or altering the Building or any part thereof during the
     Term  be  on  the  adjoining  or  neighbouring  property  of  the  Landlord
     notwithstanding  that  such  scaffolding  may  restrict  the  access  to or
     enjoyment and use of the Premises  provided that such scaffolding shall not
     prevent  the Tenant  from  accessing  the  Premises  and  carrying  out its
     business from it

4.   the right for the Landlord or Superior Landlord and Management  Company and
     those authorised by the Landlord to enter the Premises for the purposes and
     in the manner mentioned in this Lease and the Head Lease

5.   so far as they apply to the Premises the  exceptions  and  reservations  in
     favour of the Superior  Landlord and  Management  Company  contained in the
     second schedule of the Head Lease

6.   all rights of light air support shelter and protection for the parts of the
     Building not included in the Premises and all such rights (if any) as shall
     now or hereafter belong to and be enjoyed by any land or premises  adjacent
     to the Building


                                     Part 4

                    Matters to which the Premises are subject


The  covenants  and other  matters  contained  or referred  to in the  following
insofar as they relate to the Premises:


<PAGE>

1.   the Agreement  dated 28 May 1986 made between Luton Borough Council (1) N H
     Phillips (2) the Superior Landlord (3) Bedfordshire  County Council (4) and
     South Bedfordshire District Council (5)

2.   the Agreement  dated 28 May 1986 made between South  Bedfordshire  District
     Council (1) and the Superior Landlord (2)




<PAGE>

                                   SCHEDULE 2

                                     Part 1

                             Building Service Charge


1.   In this  schedule  the  following  expressions  shall  have  the  following
     meanings:

     "Building  Service Charge" means the due proportion of the Building Service
     Costs which is attributable from time to time to the Premises in accordance
     with this schedule

     "Service Charge Period" means a period of 12 months ending on [31 March] in
     any year

     "Building Service Costs" means the total costs in any Service Charge Period
     beginning or ending during the Term of providing the Building  Services and
     defraying  the  costs and  expenses  relating  and  incidental  thereto  in
     accordance with this schedule

     "Building  Services"  means  the  services  referred  to in  part 2 of this
     schedule  or such  of  them as  shall  from  time  to time be  provided  or
     undertaken by the Landlord

2.   In  calculating   the  due   proportion  of  the  Building   Service  Costs
     attributable  to  the  Premises  the  Landlord  shall  have  regard  to the
     relationship  between  the total floor area of the  Premises  and the total
     floor  area of the  Building  but if  having  regard  to the  nature of the
     premises in or forming part of the Building  benefited  thereby it shall be
     inappropriate  to apportion any item therein on such basis as aforesaid the
     Landlord shall adopt such other method of calculation of the due proportion
     of that item to be attributed to the premises benefited thereby as shall be
     fair  and  reasonable  in  the  circumstances   (including  if  appropriate
     attributing  the whole of any such  item of  expenditure  to the  *premises
     benefited  thereby) and for the avoidance of doubt any premises may benefit
     thereby even if unoccupied

3.   The Building Service Charge shall be paid in manner following:

     3.1  The Landlord  shall be entitled to estimate the amount of the Building
          Service  Charge for any Service  Charge  Period and if the Landlord so
          requires  the Tenant  shall pay in advance on account of the  Building
          Service Charge for that Service Charge Period the amount provisionally
          so estimated by the Landlord by equal advance  payments on each of the
          Rent Days during the Service  Charge  Period the first such payment to
          be made on the date of this Lease being an apportioned  sum in respect
          of the  period


<PAGE>

          from the  commencement  date of the Term until the day  preceding  the
          Rent Day next following the date of this Lease

     3.2  The Building  Service Charge shall be deemed to accrue on a day to day
          basis  in order to  ascertain  the  yearly  rate  thereof  and for the
          purpose of  apportionment  in respect of any periods of other than one
          year

     3.3  The  Landlord  shall  as soon  as  practicable  after  the end of each
          Service Charge Period prepare or cause to be prepared and submitted to
          the Tenant a statement  showing  the  Building  Service  Costs and the
          Building  Service  Charge for the Service Charge Period then ended and
          upon such statement  being certified by the Landlord the same shall be
          final and binding on the Tenant save in the case of manifest error and
          the  Tenant  shall on request be  entitled  to copies of any  vouchers
          relating to expenditure incurred as part of the Building Service Costs

     3.4  If the amount of the Building  Service  Charge for the Service  Charge
          Period  shall  exceed the  aggregate  of the  amounts  paid on account
          thereof  for  that  period  the  amount  of the  excess  shall  be due
          forthwith on demand from the Tenant but if it shall be less the amount
          of the  overpayment  shall be credited to the Tenant  against the next
          quarterly  payment of rent and/or  Building  Service Charge or (if the
          Term shall have come to an end or otherwise been  determined or if the
          overpayment exceeds (pound)5,000) shall be repaid to the Tenant within
          14 days

     3.5  If the Landlord  shall make any change to a Service Charge Period such
          adjustments  and  apportionments  shall  be made as  shall be fair and
          reasonable for the purpose of computing the Building Service Charge

     3.6  The   provisions   of   this   paragraph   shall   continue   t  apply
          notwithstanding  the expiry or sooner  determination  of this Lease in
          respect of any Service Charge Period then current save that the Tenant
          shall not be  responsible  for any Building  Costs  incurred after the
          expiry or sooner  determination  of this Lease and in addition  clause
          3.2 shall apply

     3.7  If the Landlord shall incur  expenditure  forming part of the Building
          Service  Costs  which  either is in respect of a matter  which has not
          been taken into account in arriving at the  provisional  assessment of
          the  Building  Service  Charge  for  that  period  or is of an  amount
          materially   greater  than  has  been  allowed  in  arriving  at  such



<PAGE>

          provisional assessment the Landlord shall entitled to recover from the
          Tenant the due proportion of the whole of such expenditure on the Rent
          Day next following such expenditure being incurred by the Landlord

4.   In calculating the Building Service Costs:

     4.1  the Landlord may include all VAT at the  applicable  rate  incurred or
          paid by the Landlord in respect of any  expenditure in connection with
          the Building  Services or any of them save to the extent that the same
          is recovered by the Landlord as input tax

     4.2  the Landlord may include all costs incurred in taking any steps deemed
          desirable or expedient by the Landlord acting reasonably for complying
          with or making any representations against or otherwise contesting the
          incidence of the provisions of any  legislation or orders or statutory
          requirements  thereunder  concerning town planning compulsory purchase
          public health highways  streets  drainage or other matters relating to
          or allegedly relating to the Common Parts or Retained Parts

5.   The Landlord  shall be entitled to include in the Building  Service Costs a
     reasonable fee for itself or the cost of employing  managing agents for the
     carrying out and provision of the Building Services in accordance with this
     schedule limited to no more than E5,000 per annum

6.   The Tenant shall not be entitled to object to the Building  Service  Charge
     or any item comprised in the Building  Service Costs or otherwise on any of
     the following grounds

     6.1  the  inclusion in a subsequent  Service  Charge  Period of any item of
          expenditure or liability  omitted from the Building  Service Costs for
          any preceding Service Charge Period

     6.2  that any item of the Building  Service  Costs might have been provided
          or performed at a lower cost unless such  Building  Service  Costs are
          unreasonable  or  the  Landlord  fails  to act in  good  faith  in the
          provision of such Building Service Cost

     6.3  disagreement  with any  estimate of future  expenditure  for which the
          Landlord  requires  to make  provision  so long as the  Landlord  acts
          reasonably  and in good faith and in the absence of manifest error and
          in accordance with its obligations in part 2 of this schedule


<PAGE>

     6.4  the manner in which the Landlord exercises its discretion in providing
          the Building  Services so long as the Landlord  acts in good faith and
          in accordance  with the  principles of good estate  management  and in
          accordance with its obligations in part 2 of this schedule

     6.5  the  employment  of managing  agents or  contractors  to carry out and
          provide on the Landlord's  behalf the Building  Services in accordance
          with this schedule


                                     Part 2

                                    Services

1.   Maintaining   and  repairing  and  when  the  Landlord  in  its  reasonable
     discretion  thinks it  appropriate so to do when required so to do in order
     to comply with the tenants repair obligations under the Head Lease amending
     altering reinstating renewing and rebuilding the Structure and the Conduits
     save insofar as the same are the responsibility of tenants in the Building

2.   Maintaining repairing cleansing lighting and decorating to such standard as
     the Landlord (acting reasonably) may from time to time consider appropriate
     if required to comply with the tenants obligations under the Head Lease the
     Retained  Parts and the Common Parts or when the Landlord in its reasonable
     discretion  thinks it  appropriate so to do amending  altering  reinstating
     renewing and rebuilding the same

3.   Inspecting  servicing   maintaining   repairing  amending  overhauling  and
     replacing the Apparatus save insofar as the same is the  responsibility  of
     tenants in the Building

4.   Operating the Apparatus so as to provide

     4.1  lift  and  escalator  services  in the  Building  via  the  lifts  and
          escalators  now  in  the  Building  or  such  substituted   lifts  and
          escalators  as the Landlord (in its  reasonable  discretion)  may from
          time to time decide to install

     4.2  central  heating and air  management  and  ventilation  systems to the
          Building  so as to  maintain  the  same  to such  temperatures  and to
          provide for such flow of air as the Landlord  shall in its  reasonable
          discretion consider adequate

5.   Maintaining  renewing  and when  necessary  upgrading  any fire alarms fire
     prevention  and fire fighting  equipment for the common  benefit of persons
     resorting to the  Building  (other than


<PAGE>

     those which  exclusively serve the Premises and other parts of the Building
     let or intended to be let to tenants)

6.   Cleaning as frequently as the Landlord shall in its  reasonable  discretion
     consider  adequate  the  exterior of all  windows and window  frames of the
     Building including those in the Retained Parts and the Common Parts

7.   (Save insofar as insured  under other  provisions of this Lease or the Head
     Lease)  insuring the  Apparatus  the Common  Parts and the  Retained  Parts
     against  the Insured  Risks and  insuring  the  Landlord  against  property
     owners' liability third party liability and employers' liability in respect
     of the  Building  and such  other  risks  perils and  contingencies  as the
     Landlord  in its  reasonable  discretion  shall  from  time  to  time  deem
     necessary or expedient

8.   Discharging all charges assessments and outgoings (including meter charges)
     for water  electricity  fuel  telephone  and  public  and  other  statutory
     utilities  consumed on the Retained  Parts or used in  connection  with the
     provision of any of the services referred to in this part of this schedule

9.   Paying any  existing  or future  taxes  rates  charges  duties  assessments
     impositions and outgoings  whatsoever in respect of the Common Parts and/or
     the Retained Parts

10.  Collecting  and  disposing of normal  refuse from the  Building  (including
     those  parts  thereof  as are let or are  capable  of  being  let)  and the
     provision  repair  maintenance  and renewal of plant and  equipment for the
     collection treatment packaging or disposing of refuse

11.  Providing  operating  maintaining  repairing  renewing and  replacing  such
     security  systems for the Building as the Landlord  shall in its reasonable
     discretion from time to time determine

12.  Insuring all plant machinery and boilers in the Building against damage and
     destruction in the full reinstatement  value in accordance with the tenants
     obligations contained within the Head Lease

13.  Providing  maintaining and as often as reasonably  necessary  replacing and
     renewing any notice  boards or  direction  signs and the like in the Common
     Parts

14.  Providing and maintain (at the Landlord' reasonable  discretion) plants and
     floral  decorations  in the  Common  Parts and  keeping  the same  properly
     maintained and cultivated


<PAGE>

15.  Employing such staff and personnel as the Landlord acting  reasonably shall
     think fit for the management of the Building  (including  without prejudice
     to the  generality  of the foregoing the provision of cleaning and security
     and horticultural services)

16.  Providing repairing maintaining renewing and replacing such plant machinery
     equipment and materials as the Landlord in its  reasonable  discretion  may
     consider to be desirable for the proper provision or supply of the services
     from time to time provided or supplied in accordance with this schedule

17.  Employing  and paying the fees of any agents  retained  by the  Landlord to
     manage the Building  (including the  preparation of accounts in relation to
     the Service Charge) and the fees and charges of any accountant  surveyor or
     other  professional  adviser  employed  to  certify  any  matter  or  thing
     requiring to be certified for the purpose of any of the  provisions of this
     schedule

18.  Such other  services as the  Landlord in its  reasonable  discretion  shall
     think are proper or beneficial for the better and more efficient management
     use and  promotion of the Building and the comfort and  convenience  of the
     generality of the tenants in the Building  having regard to the  principals
     of good estate management


<PAGE>

                                   SCHEDULE 3

                              Guarantee provisions

1.   That the Tenant will at all times during the period in respect of which the
     Tenant  is  liable  under  the  covenants  herein  contained  pay the rents
     reserved by this Lease on the days and in manner  herein  provided  for and
     will duly observe and perform all the covenants and conditions contained in
     this Lease and on the part of the Tenant to be observed and  performed  and
     that if the Tenant shall  during such period  default in any respect to pay
     the said rents or any of them in the  manner  aforesaid  or to observe  and
     perform the said covenants and conditions or any of them the Guarantor will
     on  demand  fully  observe  perform  and  discharge  the same  and  without
     prejudice to the  generality of the foregoing the Guarantor  hereby further
     covenants  by way of  primary  obligation  and not  merely  liability  as a
     guarantor or merely  collateral  to that of the Tenant to pay and make good
     to the  Landlord  forthwith on demand any proper  losses costs  damages and
     expenses  occasioned  to the  Landlord  arising  out of or by reason of any
     default of the Tenant in respect of any of its obligations  under the terms
     and  provisions  of this Lease  during the said period or in respect of any
     judgment or order made  against  the Tenant  during the said period and any
     neglect or  forbearance  on the part of the Landlord in enforcing or giving
     time for or other indulgence in respect of the observance or performance of
     any of the said agreements  provisions and conditions (other than a release
     given  executed as a deed) and (subject to the  provisions of the 1995 Act)
     any  variation  of the terms of this Lease shall not release the  Guarantor
     from its liability  under the agreements or guarantee on its part contained
     in this Lease

2.   That if during such period as aforesaid:

     2.1  the Tenant shall go into liquidation and the liquidator disclaims this
          Lease or

     2.2  the  Tenant is  dissolved  or struck  off the  register  and the Crown
          disclaims this Lease or

     2.3  the Tenant ceases to maintain its corporate existence  (otherwise than
          by merger  consolidation  or other similar  corporate  transaction  in
          which  the  surviving  corporation  assumes  or  takes  over  all  the
          liabilities  of the Tenant  under this  Lease)
          and

<PAGE>

          this Lease shall be forfeited or otherwise prematurely  determined the
          Landlord may within six months  following  any such event by notice in
          writing  require the  Guarantor to enter into a lease in the like form
          as this Lease for the residue of the Contractual Term unexpired at the
          date of such event (or which but for any such disclaimer forfeiture or
          other event would have remained  unexpired)  but with the Guarantor as
          tenant  thereunder at the same rents and subject to the like covenants
          provisions and  conditions as are herein  contained as a substitute in
          all  respects  for the Tenant under this Lease (the said new lease and
          the rights and liabilities  thereunder to take effect as from the date
          of such disclaimer  forfeiture or other event) and the Guarantor shall
          thereupon execute and deliver to the Landlord a counterpart of the new
          lease in exchange for the relevant  lease executed by the Landlord and
          contemporaneously  therewith  the  Guarantor  as tenant  shall pay the
          first installments of the rents due

3.   That if the events  set out in  paragraphs  2.1 to 2.4 above  occur and the
     Landlord  shall not require the Guarantor to take a new lease the Guarantor
     shall  nevertheless  in addition and without  prejudice to the  Guarantor's
     other  obligations  under this Lease upon demand pay to the  Landlord a sum
     equal to the rents and all other sums that would  have been  payable  under
     this  Lease at the times and in the  manner at and in which the same  would
     have been so  payable  in  respect  of the  period  of 12  months  from and
     including  the date of  disclaimer  or  forfeiture or (if sooner) until the
     Landlord  shall  have  granted  a lease of the  Premises  to a third  party
     provided that the Landlord  shall use all  reasonable  endeavours to secure
     such a letting during that period or (if sooner) until the end of the Term

4.   That the Guarantor  shall be jointly and  severally  liable with the Tenant
     (whether  before or after any  disclaimer  by a  liquidator  or  trustee in
     bankruptcy)  for the fulfillment of all the Tenant's  covenants  conditions
     and  other  provisions  contained  in this  Lease and the  Landlord  in the
     enforcement  of its rights may  proceed  against  the  Guarantor  as if the
     Guarantor was named as the Tenant in this Lease

5.   That the  Guarantor  waives any right to require  the  Landlord  to proceed
     against  the Tenant or to pursue any other  remedy of any kind which may be
     available to the Landlord before proceeding against the Guarantor

6.   That the Guarantor shall not claim in liquidation bankruptcy administration
     receivership  composition or arrangement of the Tenant in competition  with
     the  Landlord  and shall remit all  distributions  it may receive  from any
     administrative  receiver or supervisor of the Tenant and shall hold for the
     sole benefit of the Landlord all security and rights the Guarantor may


<PAGE>

     have over  assets of the  Tenant  while  liabilities  of the  Tenant or the
     Guarantor of the Landlord remain outstanding

7.   That this  guarantee  shall subsist for the benefit of the  successors  and
     assigns of the  Landlord  under this Lease  without the  necessity  for any
     assignment of it