<PAGE>

                                                                    Exhibit 10.9



LEASE

of First Floor 124-130 Southwark Street London SE1

DATED    5 JUNE 2002







NAIRN DEVELOPMENTS LIMITED
(Landlord)

BAM ENTERTAINMENT LIMITED
(Tenant)

BAM ENTERTAINMENT INC.
(Surety)





























[LOGO] DENTON WILDE SAPTE
LONDON

<PAGE>
CONTENTS

   1    DEFINITIONS AND INTERPRETATION ...................................     1

   1.1  Definitions ......................................................     1
   1.2  Interpretation ...................................................     5

   2    DEMISE AND RENTS .................................................     5

   3    TENANT'S COVENANTS ...............................................     6

   3.1  Rent .............................................................     6
   3.2  Interest .........................................................     6
   3.3  VAT ..............................................................     6
   3.4  Rates and Outgoings ..............................................     6
   3.5  Repair ...........................................................     7
   3.6  Decoration .......................................................     7
   3.7  Cleaning .........................................................     7
   3.8  Alterations ......................................................     7
   3.9  Overloading of floors and services ...............................     8
   3.10 Aerials, signs and advertisements ................................     8
   3.11 Default notices ..................................................     9
   3.12 Use ..............................................................     9
   3.13 Nuisance and prohibited uses .....................................     9
   3.14 Alienation .......................................................    10
   3.15 Compliance with Enactments etc ...................................    14
   3.16 Planning .........................................................    15
   3.17 Yielding up ......................................................    16
   3.18 Encroachments, easements and third party rights ..................    16
   3.19 Reletting and sale notices .......................................    16
   3.20 Landlord's costs .................................................    17
   3.21 Indemnity ........................................................    17
   3.22 Regulations ......................................................    17
   3.23 New surety .......................................................    17
   3.24 Other obligations ................................................    17

   4    LANDLORD'S COVENANTS .............................................    18

   4.1  Quiet enjoyment ..................................................    18
   4.2  Services .........................................................    18
   4.3  Enforcement ......................................................    18


   5    INSURANCE ........................................................    18

   5.1  Landlord to insure ...............................................    18
   5.2  Suspension of rent ...............................................    19
   5.3  Reinstatement following damage or destruction ....................    20
   5.4  Reinstatement prevented etc ......................................    20
   5.5  Tenant's insurance obligations ...................................    20

   6    FORFEITURE .......................................................    21

   7    SURETY'S COVENANTS ...............................................    22


   8    MISCELLANEOUS ....................................................    22



                                                                    Contents (i)
<PAGE>

   8.1  No implied easements .............................................    22
   8.2  Exclusion of warranty as to use ..................................    22
   8.3  Representations ..................................................    22
   8.4  Exclusion of Landlord's liability ................................    22
   8.5  Covenants relating to the Building and/or Adjoining Property .....    22
   8.6  Disputes with adjoining occupiers ................................    22
   8.7  Exclusion of statutory provisions ................................    23
   8.8  VAT ..............................................................    23
   8.9  Notices ..........................................................    23
   8.10 Stamp Duty .......................................................    23
   8.11 New tenancy ......................................................    23
   8.12 Effect of document ...............................................    23
   8.13 Commencement .....................................................    23
   8.14 Third Parties ....................................................    23
   8.15 Removal of Tenant's Goods ........................................    24
   8.16 Perpetuity Period ................................................    24

   9    OPTION TO DETERMINE ..............................................    24

SCHEDULE 1- THE PREMISES/THE BUILDING ....................................    25

SCHEDULE 2 - RIGHTS AND EASEMENTS GRANTED ................................    26

SCHEDULE 3 - EXCEPTIONS AND RESERVATIONS .................................    27

SCHEDULE 4 - DEEDS AND DOCUMENTS AFFECTING THE PREMISES ..................    28

SCHEDULE 5 - RENT REVIEW .................................................    29

SCHEDULE 6 - SERVICE CHARGE ..............................................    33

SCHEDULE 7 - COVENANTS BY THE SURETY .....................................    36



                                                                   Contents (ii)
<PAGE>
LEASE

DATED 5 June 2002

BETWEEN

(1)      NAIRN DEVELOPMENTS LIMITED (LANDLORD) a company registered in fine
         British Virgin Islands whose registered office is at Trident Trust
         Company (B.V.I.) Limited, Trident Chambers, PO Box 146, Road Town,
         Tortola British Virgin Islands and whose address for service in the
         United Kingdom is at Hamels Overseas Limited, St Georges Chambers,
         Douglas, Isle of Man IM 1 1LD (or such other address as the Landlord
         may notify to the Tenant in writing);

(2)      BAM ENTERTAINMENT LIMITED (TENANT) Company Registration Number 04112030
         whose registered office is at 3rd Floor, Upper Borough House, Upper
         Borough Walls, Bath, Avon, BAI 1RG; and

(3)      BAM ENTERTAINMENT INC. (SURETY) whose registered office is at Suite
         930, 333 West Santa Clara St., San Jose, California, CA 95113, USA
         Company Registration Number 7372 Delaware.

IT IS AGREED


1        DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         In this Lease the following definitions apply.

         1954 ACT means the Landlord and Tenant Act 1954.

         1995 ACT means the Landlord and Tenant (Covenants) Act 1995.

         ADJOINING PROPERTY means all parts of the Building (except the
         Premises) and other property adjoining or near the Premises.

         AUTHORITY means any statutory, public, local or other competent
         authority or a court of competent jurisdiction.

         BUILDING means the building described in Part 2 of Schedule 1.

         COMMON PARTS means:

         (a)      those parts of the Building; and

         (b)      such other amenities available in connection with the Building

         as the Landlord may designate acting reasonably from time to time for
         use in common by the Landlord and the tenants and other occupiers of
         the Building.

         CONDUITS means media and ancillary apparatus capable of being used far
         conducting or transmitting Utilities.

         CONTAMINATION means the contamination or pollution (as defined by
         Environmental Law) of any land water or air or the environment by any
         substance in on under or emanating from the Premises.



                                                                          Page 1
<PAGE>




         ENACTMENT means statute, statutory instrument, statutory guidance,
         treaty, regulation, directive, byelaw, code of practice, guidance note,
         circular, common law and any notice, order, direction or requirement
         given or made pursuant to any of them, for the time being in force.

         END OF THE TERM means the date on which the Term actually ends (however
         determined).

         ENVIRONMENTAL LAW means all Enactments relating to the environment
         and/or pollution of the environment (as those terms are defined in
         Section 1 of the Environmental Protection Act 1990).

         GROUP means a group of companies within the meaning of section 42 of
         the 1954 Act.

         INSOLVENCY EVENT means any of the following:

         (a)      in relation to an individual:

                  (i)      the making of an application for the appointment of
                           an interim receiver in respect of the individual's
                           property under section 286 of the Insolvency Act
                           1986;

                  (ii)     the making of a bankruptcy order in respect of the
                           individual;

                  (iii)    the making of an application for an interim order
                           under section 253 of the Insolvency Act 1986 in
                           respect of the individual;

                  (iv)     the appointment of any person by the court to prepare
                           a report under section 273 of the Insolvency Act 1986
                           in respect of the individual;

         (b)      in relation to a company:

                  (i)      the making of an administration order in respect of
                           the company;

                  (ii)     the appointment of an administrative receiver in
                           respect of the company;

                  (iii)    the making of an order or the passing of a resolution
                           to wind up the company;

                  (iv)     the appointment of a provisional liquidator in
                           respect of the company;

                  (v)      the making of a proposal under section 1 of the
                           Insolvency Act 1986 for a voluntary arrangement in
                           respect of the company; and

         (c)      in relation to any person (whether an individual or a
                  company):

                  (i)      the appointment of a receiver (including an
                           administrative receiver) in respect of any of the
                           person's assets;

                  (ii)     the person entering into an arrangement for the
                           benefit of creditors;

                  (iii)    any distress or execution being levied on any of the
                           person's assets;

                  (iv)     the person ceasing for any reason (except for a
                           release pursuant to the provisions of the 1995 Act)
                           to be or remain liable to perform its obligations
                           contained in this Lease.

         INSURANCE RENT means a fair proportion (determined by the Landlord) of
         the sums (including the proper cost of valuations for insurance
         purposes and gross of any commission payable to the Landlord which the
         Landlord pays from time to time for insuring the Building against the
         Insured Risks and the other matters

                                                                          Page 2
<PAGE>

         referred to in Clause 5.1.1 and the whole of the sums which the
         Landlord pays from time to time for insuring against loss of the Rent
         and additional rents payable under this Lease.

         INSURED RISKS means fire, storm, tempest, flood, lightning, impact,
         aircraft (other than hostile aircraft) and other aerial devices and
         articles dropped therefrom, riot, civil commotion and malicious damage,
         bursting or overflowing of water tanks, apparatus or pipes (but
         excluding such risks as the Landlord in its reasonable discretion
         considers cannot be insured against in the UK market at a reasonable
         rate) and such other risks as the Landlord may in its absolute
         discretion from time to time determine subject in each case to such
         exclusions, excesses and limitations as may be imposed by the insurers.

         INTEREST means interest at the rate of four per cent (4%) per annum
         above the base lending rate from time to time of National Westminster
         Bank PLC (or of such other bank as the Landlord may designate from time
         to time by giving Notice to the Tenant) both before and after any
         judgment, calculated on a daily basis from the date on which interest
         becomes chargeable on any payment due under this Lease to the date on
         which such payment is made, such interest to be compounded quarterly on
         the usual quarter days.

         LANDLORD means the person who is from time to time entitled to the
         reversion immediately expectant on the determination of this Lease.

         LANDLORD'S CONSENT means consent in writing signed by or on behalf of
         the Landlord.

         LEASE means this lease and any document supplemental to it or entered
         into pursuant to its terms.

         LETTABLE AREA means accommodation in the Building from time to time let
         or intended to be let to occupational tenants.

         NOTICE means written notice given by a Party to any other Party.

         PARTY means a party to this Lease and Parties means more than one
         Party.

         PERMITTED HOURS means the hours of 8.00 am to 6.00 pm on Working Days
         or such extended hours as the Landlord may stipulate in respect of the
         Building ox the part of the Building in which the Premises are located.

         PERMITTED USE means use as offices within Class B1(a) of the Town and
         Country Planning (Use Classes) Order 1987.

         PERSONNEL means servants, employees, contractors, workmen, agents,
         licensees and visitors.

         PLANNING ENACTMENTS means all Enactments relating to town and country
         planning.

         PLAN A means the Plan annexed and so marked.

         PLAN B means the Plan annexed and so marked.

         PREMISES means the premises described in Part 1 of Schedule 1.

         RENT means the yearly rent of EIGHTY FOUR THOUSAND FOUR HUNDRED AND
         SEVENTY EIGHT POUNDS ((pound)84,478) or such other yearly rent agreed
         or determined pursuant to Schedule 5.

         RENT COMMENCEMENT DATE means 14 October 2002.

         RETAINED PARTS means all parts of the Building which are not from time
         to time Lettable Areas including:

         (a)      the structure, walls, foundations and roofs of the Building;


                                                                          Page 3
<PAGE>

         (b)      the Common Parts;

         (c)      office, storage and other accommodation reserved within the
                  Building for the Landlord's Personnel;

         (d)      parts of the Building reserved for the housing of plant,
                  machinery and equipment for the supply of Utilities and/or for
                  the provision of the Services;

         (e)      Conduits and Facilities (as defined in Schedule 6) in, on,
                  over, under or serving the Building, except any which are
                  within and exclusively serve any Lettable Area.

         REVIEW DATE means the fifth anniversary of the date on which the Term
         commences.

         SERVICE CHARGE has the meaning described in Schedule 6.

         SERVICES has the meaning described in Schedule 6.

         SUPERIOR LANDLORD means any persons) entitled to any estate or interest
         superior to the interest of the Landlord in the Building.

         SURETY means:

         (a)      any person named as "Surety" in this Lease; and/or

         (b)      any person who guarantees compliance with the Tenant's
                  Covenants; and/or

         (c)      the successors in title and assigns of any such person and, in
                  the case of an individual, his personal representatives.

         SURVEYOR means a person appointed by the Landlord to perform the
         function of a surveyor for any purpose of this Lease (including an
         employee of the Landlord or of a company in the same Group as the
         Landlord and any person appointed by the Landlord to collect the rents
         and manage the Building) but does not include the Independent Surveyor
         defined in Schedule 5.

         TENANT includes every person who is at any time the tenant under this
         Lease and, in the case of an individual, his personal representatives.

         TENANT'S COVENANTS means the covenants, terms, conditions, agreements,
         restrictions, stipulations and obligations falling to be complied with
         by the Tenant under this Lease.

         TENANT'S PERSONNEL means the Personnel of the Tenant together with any
         sub-tenant, licensee or other occupier from time to time of the
         premises and their respective personnel.

         TERM means the term granted by this Lease and the period of any holding
         over or any extension or continuation of it by statute or at common
         law.

         UTILITIES means water, gas, sewerage, electricity and telephone and
         such other supplies as are available for the benefit of the Premises
         for the Permitted Use from time to time.

         VAT means Value Added Tax as provided for in the Value Added Tax Act
         1994 and any tax similar or equivalent to Value Added Tax.

         WORKING DAY means any day except Saturday, Sunday and public holidays
         in England.

                                                                          Page 4
<PAGE>

1.2      INTERPRETATION

1.2.1    Where a Party includes two or more persons, the covenants made by that
         Party are made by those persons jointly and severally.

1.2.2    Words implying one gender include all other genders, words implying the
         singular include the plural and vice versa and words implying persons
         include any person or entity capable of being a legal person.

1.2.3    A covenant by the Tenant not to do any act or thing includes a covenant
         not to permit or suffer such act or thing to be done.

1.2.4    A reference to any right of the Landlord to access or enter the
         Premises extends to any Superior Landlord and all persons authorised by
         the Landlord and/or any Superior Landlord, including in each case their
         Personnel, mortgagees, professional advisers and others, with or
         without equipment, plant and machinery.

1.2.5    Subject to Clause 3.12.1, a reference to any Enactment (including the
         1954 Act and the 1995 Act) includes all modifications, extensions,
         amendments and/or re-enactments of such statute in force for the time
         being and all instruments, orders, notices, regulations, directions,
         bye-laws, permissions and plans for the time being made, issued or
         given under them or deriving validity from them.

1.2.6    Anything requiring the consent or approval of the Landlord is
         conditional also on the consent or approval of any Superior Landlord
         and any mortgagee being given (if required under the terms of the
         relevant lease or mortgage) and a consent or approval from the Landlord
         is not effective for the purposes of this Lease unless it is in writing
         and signed by or on behalf of the Landlord.

1.2.7    Provisions are to be construed independently and if any provision is
         void or wholly or partly unenforceable, then that provision, to the
         extent that it is unenforceable, shall be deemed not to form part of
         this Lease, but the validity and enforceability of the remainder of
         that provision or of the Lease shall not be affected.

1.2.8    A reference to a numbered clause, schedule or paragraph is a reference
         to the relevant clause, schedule or paragraph in this Lease.

1.2.9    Headings to clauses, schedules and paragraphs are for convenience only
         and do not affect the meaning of this Lease.

1.2.10   The words "including" and "in particular" shall be construed as being
         by way of illustration or emphasis only and shall not limit the
         generality of the preceding words.

1.2.11   A reference to the Adjoining Property, the Building, the Common Parts,
         the Lettable Areas, the Premises or the Retained Parts shall include in
         each case each and every part of the same.

2        DEMISE AND RENTS

         The Landlord DEMISES to the Tenant the Premises for ten years beginning
         on and including the 5 day of June 2002.

         TOGETHER WITH the rights and easements specified in Schedule 2

         EXCEPT AND RESERVING the rights and easements specified in Schedule 3

         SUBJECT TO (and where applicable with the benefit of) the provisions of
         the documents listed in Schedule 4 and all rights, easements,
         quasi-easements, privileges, covenants, restrictions and stipulations
         affecting the Premises

         PAYING to the Landlord during the Term:



                                                                          Page 5
<PAGE>

         (a)      the Rent by equal quarterly payments in advance on the usual
                  quarter days and proportionately for any period of less than a
                  year, the first payment being a proportionate sum for the
                  period from and including the Rent Commencement Date to the
                  day before the quarter day following the Rent Commencement
                  Date, and to be made on the Rent Commencement Date; and

         (b)      on demand as additional rent (and recoverable as rent):

                  (i)      the Insurance Rent;

                  (ii)     the Service Charge; and

                  (iii)    all other moneys (including VAT) payable by the
                           Tenant under this Lease.

3        TENANT'S COVENANTS

         The Tenant covenants with the Landlord throughout the Term to comply
         with the requirements of this Clause 3.

3.1      RENT

3.1.1    The Tenant shall pay the Rent, Insurance Rent, Service Charge and all
         other moneys (including VAT) payable by the Tenant under this Lease at
         the times and in the manner specified in this Lease.

3.1.2    The Tenant shall not exercise or seek to exercise any right or claim to
         legal or equitable set-off, or to withhold payment of any of the Rent,
         Insurance Rent, Service Charge or any other moneys (including VAT)
         payable by the Tenant under this Lease.

3.1.3    The Tenant shall pay the Rent by banker's order or credit transfer to
         any bank account in the United Kingdom designated by the Landlord, if
         the Landlord gives the Tenant Notice to that effect.

3.2      INTEREST

         The Tenant shall pay Interest on:

         (a)      any Rent (whether or not formally demanded) and VAT on the
                  Rent if applicable which remains unpaid after the date when
                  payment is due; and

         (b)      any other sum of money payable to the Landlord by the Tenant
                  under this Lease which is not paid within seven days after the
                  date when payment is due.

3.3      VAT

3.3.1    The Tenant shall pay to the Landlord all VAT in respect of the Rent and
         other consideration for any supply to the Tenant under this Lease at
         the same time and in the same manner as the consideration to which it
         relates. The Landlord shall provide a valid VAT invoice within 28 days
         of such payment.

3.3.2    In every case where the Tenant is required to reimburse the Landlord
         for any payment made by the Landlord under the terms of or in
         connection with this Lease, then the Tenant shall also reimburse all
         VAT paid by the Landlord on such payment, except to the extent that the
         Landlord is able to claim an input credit for such VAT.

3.4      RATES AND OUTGOINGS

3.4.1    The Tenant shall pay and indemnify the Landlord against all rates,
         taxes, duties, assessments, impositions, duties, charges and other
         outgoings of any type payable in respect of the Premises or by the
         owner or

                                                                          Page 6
<PAGE>

         occupier of them (except any tax assessed on the Landlord in respect of
         its ownership, rental income from or dealing with its interest in the
         Premises).

3.4.2    The Tenant shall pay and indemnify the Landlord against the proportion
         properly attributable to the Premises of any such outgoings which are
         payable in respect of any premises (including the Building) of which
         the Premises form part.

3.4.3    The Tenant shall pay and indemnify the Landlord against all charges for
         supplies of Utilities to the Premises during the Term, including any
         connection charges, standing charges and meter rents.

3.4.4    The Tenant shall not agree any rateable value for the Premises without
         the Landlord's Consent (which shall not be unreasonably withheld or
         delayed).

3.4.5    The Tenant shall not appeal against any rateable value assessed or
         imposed in relation to the Premises without the Landlord's Consent
         (which shall not be unreasonably withheld or delayed) and, if the
         Landlord appeals against any such rateable value, the Tenant shall give
         to the Landlord promptly such assistance for the pursuit of such appeal
         as the Landlord acting reasonably requests.

3.5      REPAIR

3.5.1    The Tenant shall keep the Premises at all times in good and substantial
         repair and condition (but the Tenant shall not be liable to repair or
         make good damage to the Premises by the Insured Risks, except to the
         extent that payment of insurance moneys is withheld because of any act,
         neglect or default of the Tenant or any Tenant's Personnel or any
         person under its or their control).

3.5.2    The Tenant shall replace with new items of no lesser quality than the
         original (when new) any landlord's fixtures and fittings which at any
         time during the Term become missing, damaged, broken or destroyed.

3.5.3    Without prejudice to the generality of Clauses 3.5.1 and 3.5.2 the
         Tenant shall replace the carpets whenever necessary and in any case at
         the End of the Term with carpets of no lesser quality than the original
         (when new) and of a design and colour approved by the Landlord.

3.6      DECORATION

3.6.1    The Tenant shall keep the Premises decorated to a good standard.

3.6.2    In every fifth year of the Term and in the last three months before the
         End of the Term the Tenant shall decorate (with two coats of good
         quality paint) or otherwise treat as appropriate all internal parts of
         the Premises in a good and workmanlike manner and to the reasonable
         satisfaction of the Surveyor, (such decoration and treatment in the
         last three months of the Term to be in such colours and materials as
         the Landlord may reasonably require) provided that the Tenant shall not
         be required to decorate the Premises more than once in any one year.

3.7      CLEANING

         The Tenant shall keep the Premises in a clean and tidy condition and
         free of vermin and pests and at least once in every month shall clean
         the insides of all windows and both sides of the window frames and all
         other glass in the Premises.

3.8      ALTERATIONS

3.8.1    The Tenant shall not alter or interfere with any part of the Building
         which is not included in the Premises.

3.8.2    The Tenant shall make no alteration or addition to the Premises except
         as permitted by Clause 3.8.3.



                                                                          Page 7
<PAGE>

3.8.3    The Tenant may make the following alterations:

         (a)      an alteration to the interior of the Premises which does not
                  alter or in any way affect the whole or any part of the
                  structure of the Building; and/or

         (b)      the installation of or an alteration to a Conduit forming part
                  of the Premises; and/or

         (c)      such alterations as the Tenant may be obliged to carry out
                  pursuant to or in anticipation of any Enactment (including the
                  Disability Discrimination Act 1995)

         with the Landlord's Consent (which shall not be unreasonably withheld
         or delayed and shall be contained in a formal licence).

3.8.4    Before consenting to any alteration under Clause 3.8.3 the Landlord may
         require:

         (a)      the submission to the Landlord of drawings and specifications
                  (in triplicate) showing the proposed alteration; and

         (b)      the execution of the formal licence to carry out the proposed
                  alteration referred to in Clause 3.8.3, in such form as the
                  Landlord requires acting reasonably, which may incorporate a
                  covenant for the reinstatement of the Premises at the End of
                  the Term, and such assurances, warranties and further
                  covenants (including any from any relevant third party) as the
                  Landlord requires acting reasonably; and/or

         (c)      if it is reasonable for the Landlord to require it, the
                  provision of security (by way of bond, the deposit of money or
                  otherwise) sufficient to enable the Landlord to complete or
                  reinstate the works if the Tenant begins but does not complete
                  them within a reasonable time, such security to be provided
                  before the works are begun and to be released when they have
                  been completed to the satisfaction of the Surveyor acting
                  reasonably.

3.8.5    The Tenant shall not install or erect any exterior lighting, shade,
         canopy, awning or other structure in front of or elsewhere outside the
         Premises.

3.9      OVERLOADING OF FLOORS AND SERVICES

3.9.1    The Tenant shall not overload the floors of the Premises or suspend any
         excessive weight from the roofs, ceilings, walls or structure of the
         Building and shall not overload the Conduits or Utilities in or serving
         the Premises or the Building.

3.9.2    The Tenant shall not do anything which may subject the Premises or the
         Building to any strain beyond that which they are designed to bear
         (with due margin for safety).

3.10     AERIALS, SIGNS AND ADVERTISEMENTS

3.10.1   The Tenant shall not erect or display on the exterior of the Premises,
         or in the windows of the Premises so as to be visible from outside, any
         flag, aerial, mast, satellite dish, advertisement, television, moving
         display, poster, notice or other sign or thing, except for a sign
         stating the Tenant's name and the nature of its business, subject to
         the Landlord's Consent (which shall not be unreasonably withheld or
         delayed) as to its size, style and position.

3.10.2   The Tenant shall display and maintain all notices which the Landlord
         may from time to time require acting reasonably to be displayed at the
         Premises.


                                                                          Page 8
<PAGE>

3.11     DEFAULT NOTICES

3.11.1   If the Landlord gives to the Tenant Notice of any defects, wants of
         repair or breaches of the Tenant's Covenants, the Tenant shall as soon
         as is reasonably practical and in any event within two months of such
         Notice, or as soon as reasonably possible in an emergency, begin and
         then diligently continue to comply with such Notice to the satisfaction
         of the Landlord acting reasonably.

3.11.2   If the Tenant fails to comply with the provisions of Clause 3.11.1, or
         fails to complete compliance with the relevant Notice (to the
         satisfaction of the Landlord acting reasonably) as soon as is
         reasonably practical and in any event within three months, the Landlord
         may enter the Premises and carry out or cause to be carried out all or
         any of the works referred to in the Notice and the Tenant shall pay to
         the Landlord on demand as a debt all costs and expenses (including
         professional fees) thereby incurred.

3.12     USE

3.12.1   The Tenant shall not use the Premises except for the Permitted Use.

3.12.2   The Tenant shall secure the Premises against intrusion when not in use
         and shall not leave the Premises continuously unoccupied for more than
         28 consecutive days without both notifying the Landlord and providing
         or paying for such caretaking or security arrangements as the Landlord
         may reasonably require in order to protect the Premises from vandalism,
         theft or unlawful occupation.

3.12.3   The Tenant shall ensure that the Landlord has at all times written
         notice of the name, home address and home telephone number of at least
         two keyholders of the Premises and shall provide the Landlord with a
         set of keys to the Premises to enable the Landlords to enter the
         Premises for security purposes or in an emergency.

3.12.4   If the Tenant requires access to the Premises outside the Permitted
         Hours the Tenant shall:

         (a)      ensure that the doors giving access to the Building axe locked
                  after entry and/or exist by the Tenant; and

         (b)      take reasonable steps to ensure that the Tenant is not (in
                  locking such doors) locking any other tenants of or lawful
                  visitors to the Building into the Building.

3.13     NUISANCE AND PROHIBITED USES

3.13.1   Nuisance

         (a)      The Tenant shall not do anything in or about the Premises or
                  the Building which is or might be or become a nuisance or
                  which causes or might cause danger, damage, annoyance,
                  inconvenience or disturbance to the Landlord or to the owners,
                  tenants or occupiers of the Adjoining Property, or which might
                  be injurious to the value, tone, amenity or character of the
                  Premises or the Building.

         (b)      If any nuisance occurs at the Premises, the Tenant shall
                  forthwith take all necessary action to abate it.

3.13.2   The Tenant shall not emit from the Premises any noise, vibration,
         smell, fumes, smoke, dust, soot, ash, grit or any noxious or
         deleterious substances, effluvia or effluent.

3.13.3   Conduits

         (a)      The Tenant shall not overload any Conduits or discharge into
                  any Conduits any noxious or deleterious effluent, fluid or
                  substance or any substance which might cause an obstruction,
                  or might be or become a source of danger, or which might cause
                  damage or injury to any person or

                                                                          Page 9
<PAGE>

                  be deleterious to health, or which might harm the Premises or
                  any Adjoining Property or any Conduits.

         (b)      The Tenant shall take due precautions to avoid water freezing
                  in Conduits within the Premises.

3.13.4   The Tenant shall make available for collection refuse as and when
         specified from time to time by the Landlord and shall not deposit on
         the Common Parts or on any other part of the Building any waste,
         rubbish or refuse other than in proper receptacles provided for the
         purpose.

3.13.5   The Tenant shall not do or omit to do in relation to the Premises or
         their use or occupation anything by reason of which the Landlord may
         incur any liability for costs, any penalty, damages, compensation or
         otherwise.

3.13.6   The Tenant shall not:

         (a)      use the Premises for any public or political meeting, nor for
                  any dangerous, noisy, noxious or offensive trade, business or
                  occupation, nor for any illegal or immoral purpose, nor for
                  residential or sleeping purposes; or

         (b)      invite the public generally, or any specified section of it,
                  to come to the Premises (except by prior appointment) and
                  shall not use the Premises for a purpose which attracts casual
                  callers.

3.13.7   The Tenant shall not conduct on the Premises any gambling, betting or
         gaming and shall not play or use any musical instrument, loud speaker,
         sound amplification equipment or similar apparatus in such a manner as
         to be audible outside the Premises and shall not hold any auction on
         the Premises.

3.13.8   The Tenant shall not:

         (a)      load or unload any goods arriving at or dispatched from the
                  Premises in such a way that access to or egress from any
                  Adjoining Property is obstructed; or

         (b)      permit loading, unloading, delivery or despatch of goods to be
                  carried out in areas or by means other than the entrances
                  designated for such purposes and at the times stipulated by
                  the Landlord; or

         (c)      use the service areas for loading or unloading at times other
                  than those stipulated by the Landlord.

3.13.9   The Tenant shall not bring onto or keep on the Premises, or do, any
         thing which might increase the risk of damage or destruction to the
         Building.

3.13.10  The Tenant shall not keep or operate in or on the Premises any
         machinery which is unduly noisy or causes vibration or which is likely
         to annoy or disturb the owners or occupiers of any Adjoining Property.

3.14     ALIENATION

3.14.1   DEFINITIONS

         In this Clause the following definitions apply.

         ASSIGNEE means a person to whom the Tenant proposes to assign the whole
         of the Premises.

         AUTHORISED GUARANTEE AGREEMENT means an authorised guarantee agreement
         within the meaning of section 16 of the 1995 Act in such form as the
         Landlord requires acting reasonably.



                                                                         Page 10
<PAGE>

         CIRCUMSTANCES means the circumstances listed in Clause 3.14.4, which
         are specified for the purposes of Section 19(1A) of the Landlord and
         Tenant Act 1927.

         CONDITIONS means the conditions listed in Clause 3.14.5, which are
         specified for the purposes of Section 19(1A) of the Landlord and Tenant
         Act 1927.

         QUALIFYING PERSON means a person who is able to demonstrate to the
         satisfaction of the Landlord acting reasonably that it is able to meet
         all of the Tenant's commitments pursuant to this Lease (and an Assignee
         shall be treated as a Qualifying Person if a Qualifying Person acts as
         surety for the Assignee and covenants with the Landlord in the terms
         set out in Schedule 7).

         SUBTENANT means a person to whom the Tenant proposes to sublet the
         whole or a Permitted Part of the Premises.

3.14.2   ALIENATION PROHIBITED

         Unless permitted by this Clause the Tenant shall not do any of the
         following:

         (a)      assign or sublet the Premises or agree to do so (unless such
                  agreement is conditional upon obtaining the Landlord's
                  Consent);

         (b)      mortgage or charge the Premises;

         (c)      hold the Premises expressly or impliedly on trust for another
                  person;

         (d)      part with possession or occupation of the Premises;

         (e)      share possession or occupation of the Premises;

         (f)      allow anyone other than the Tenant, any lawful subtenant or
                  their respective officers and employees to occupy the
                  Premises.

3.14.3   Assignment

         (a)      The Tenant shall not assign part (as distinct from the whole)
                  of the Premises.

         (b)      The Tenant may assign the whole of the Premises with the
                  Landlord's Consent (which shall not be unreasonably withheld
                  or delayed and shall be contained in a formal licence).

         (c)      The Landlord may withhold its consent to an assignment in any
                  of the Circumstances.

         (d)      The Landlord may grant its consent to an assignment subject to
                  any or all of the Conditions.

         (e)      The Landlord may if it is reasonable to do so:

                  (i)      withhold its consent to an assignment in
                           circumstances other than the Circumstances; and/or

                  (ii)     impose conditions instead of or as well as the
                           Conditions.

3.14.4   CIRCUMSTANCES
         The Circumstances are:

         (a)      the Rent or any other money due under this Lease remains
                  unpaid;


                                                                         Page 11
<PAGE>

         (b)      the proposed assignee is not a Qualifying Person;

         (c)      there is a material breach of the Tenant's Covenants which has
                  not been remedied at the date of the Tenant's application;

         (d)      that in the opinion of the Landlord acting reasonably the
                  proposed assignment will have a detrimental effect on the
                  value of the Landlord's interest in the Premises or adversely
                  affect the Landlord's ability to dispose of such interest.

3.14.5   CONDITIONS

         The Conditions are:

         (a)      that the Assignee has, if required by the Landlord acting
                  reasonably, procured that two individuals who are acceptable
                  to the Landlord (acting reasonably) or a company which is a
                  Qualifying Person have or has covenanted by deed with the
                  Landlord as surety for the Assignee as set out in Schedule 7;

         (b)      that the Assignee has, if required by he Landlord acting
                  reasonably deposited with the Landlord a sum equivalent to six
                  months' Rent or such higher sum as the Landlord requires
                  acting reasonably, as security for the Assignee's performance
                  of the Tenant's Covenants;

         (c)      that the Tenant has entered into an Authorised Guarantee
                  Agreement;

         (d)      that the Surety has entered into an agreement (if such
                  agreement may be required lawfully) in such terms as the
                  Landlord requires acting reasonably, guaranteeing the
                  performance by the Tenant of its obligations under the
                  Authorised Guarantee Agreement;

         (e)      that none of the Circumstances applies between the date of the
                  Tenant's written application for consent to an assignment of
                  the Premises to the Assignee and the date of the proposed
                  assignment.

3.14.6   Charging

         (a)      The Tenant shall not charge a part (as distinct from the
                  whole) of the Premises.

         (b)      The Tenant may charge the whole of the Premises to a bank or
                  another financial institution for a bona fide commercial
                  purpose, with the Landlord's Consent (which shall not be
                  unreasonably withheld or delayed and shall be contained in a
                  formal licence).

3.14.7   Subletting

         (a)      The Tenant shall not sublet part (as distinct from the whole)
                  of the Premises.

         (b)      The Tenant may sublet the whole of the Premises with the
                  Landlord's Consent (which shall not be unreasonably withheld
                  or delayed and shall be contained in a formal licence) if:

                  (i)      the Subtenant has covenanted by deed with the
                           Landlord in such form as the Landlord reasonably
                           requires that during the term of the sublease the
                           Subtenant and its successors in title will comply
                           with the Tenant's Covenants except the covenant to
                           pay the Rent and the lessee's obligations in the
                           sublease; and

                  (ii)     (if the Subtenant is a corporate. body and the
                           Landlord so requires acting reasonably) the Subtenant
                           has procured a covenant by two individuals who are
                           acceptable to the Landlord (acting reasonably) or a
                           company which is a Qualifying Person, by deed with
                           the Landlord, as surety for the Subtenant as set out
                           in Schedule 7.


                                                                         Page 12
<PAGE>


         (c)      The Tenant shall not sublet the whole of the Premises except
                  by way of a sublease which:

                  (i)      is granted without any fine or premium; and

                  (ii)     reserves a yearly rent, payable in advance on the
                           usual quarter days, at least as high as the best rent
                           which the Tenant ought reasonably to obtain in the
                           open market on the grant of such sublease and
                           provides for the review of the yearly rent at the
                           same times and on the same basis as in this Lease;
                           and

                  (iii)    requires the Subtenant to obtain the Landlord's
                           Consent (which shall not be unreasonably withheld or
                           delayed) to assignment of the premises comprised in
                           the sublease and requires the assignee on any such
                           assignment to enter into direct covenants with the
                           Landlord to the same effect as those in Clause
                           3.14.7(b)(i); and

                  (iv)     is in the same form as this Lease (except as to Rent
                           and any amendments approved by the Landlord, such
                           approval not to be unreasonably withheld or delayed,
                           but including provisions enabling the Tenant to
                           obtain vacant possession on or before the. date of
                           any determination of this Lease) except that further
                           subletting shall be prohibited; and

                  (v)      contains an agreement authorised by the court
                           excluding in relation to the tenancy created by such
                           sublease the provisions of sections 24-28 of the 194
                           Act and such Court authorisation has been obtained
                           and a certified copy produced to and approved by the
                           Landlord before the sublease is granted.

         (d)      The Tenant shall:

                  (i)      enforce and shall not waive or vary the provisions of
                           a sublease (including the dates on which the rent
                           installments are payable or paid) and in particular
                           shall not enter into any collateral deed or side
                           letter varying, or relieving the Subtenant from, any
                           obligation in the sublease, or reduce, waive,
                           commute, set-off or otherwise vary, whether directly
                           or indirectly, the rents reserved by the sublease
                           (except in accordance with the sublease's rent review
                           provisions); and

                  (ii)     operate at the relevant times the rent review
                           provisions contained in every sublease, but shall not
                           agree a reviewed rent without the Landlord's Consent
                           (and, if the rent review is determined by a surveyor
                           pursuant to the review provisions of the sublease, to
                           procure that the Landlord's representations as to the
                           rent payable are made to such surveyor); and

                  (iii)    upon the termination of any sublease (however it
                           occurs) not accept any rent from any subtenant or
                           permit it to hold over or acknowledge any tenancy but
                           forthwith take all necessary steps at the Tenant's
                           expense to secure possession of the sublet premises.

                  (iv)     (if the Tenant exercises its option to determine this
                           Lease in accordance with Clause 9) forthwith exercise
                           its option to determine each sublease and obtain
                           vacant possession of the Premises on or before the
                           date of determination of this Lease; and

3.14.8   GROUP SHARING

         The Tenant may share occupation of the Premises with a company in the
         same Group:

         (a)      for so long as both the Tenant and that company remain members
                  of the same Group; and

         (b)      provided that no tenancy is created; and


                                                                         Page 13
<PAGE>

         (c)      provided that within 21 days of such sharing beginning the
                  Landlord receives Notice of the identity of the company
                  sharing occupation and the address of its registered office.

3.14.9   DISPOSITIONS

         The Tenant shall within 28 days of any assignment, charge or underlease
         or of any other devolution of this Lease, or of any interest deriving
         from this Lease, give Notice of such devolution to the Landlord's
         solicitors, produce for registration the original or a certified copy
         of the document effecting or evidencing such devolution (together with
         a copy of any Authorised Guarantee Agreement, made pursuant to Clause
         3.14.5(c)) and pay such reasonable registration fee as the Landlord's
         solicitors may require, being not less than (pound)30 (plus VAT).

3.14.10  DISCLOSING INFORMATION

         The Tenant shall:

         (a)      notify the Landlord of any change of name, address or
                  registered office of the Tenant or any Surety within three
                  weeks of the change; and

         (b)      from time to time on demand give the Landlord full details of
                  all derivative interests of or in the Premises, including
                  details of the actual user, rents, rent reviews and service
                  and maintenance charges payable in respect of them; and

         (c)      give the Landlord such further information relating to such
                  derivative interests as the Landlord may require (including
                  names, addresses and telephone numbers of the keyholders of
                  the Premises).

3.15     COMPLIANCE WITH ENACTMENTS ETC

3.15.1   ENACTMENTS

         (a)      The Tenant shall:

                  (i)      observe and comply with all Enactments applicable to
                           the Premises or their occupation or use; and

                  (ii)     carry out (always complying with the provisions of
                           Clause 3.8) such works of modification and
                           improvement to the Premises as are required from time
                           to time by any Enactment; and

                  (iii)    promptly give Notice to the Landlord of any damage to
                           or defect in the Premises which might give rise to
                           any obligation, duty of care or liability on the
                           Landlord pursuant to the Defective Premises Act 1972
                           or otherwise.

         (b)      If the Tenant receives any notice, order or direction, or a
                  proposal for one, it shall forthwith produce a copy to the
                  Landlord and if in the Landlord's reasonable opinion such
                  notice, order or direction is contrary to the interests of the
                  Landlord the Tenant shall make such objection or
                  representation against it as the Landlord reasonably requires.

         (c)      Where any such notice, order or direction requires works to be
                  carried out, the Tenant shall, so far as the same and any
                  relevant Enactment permits, also comply with the provisions of
                  this Lease in relation to such works.

3.15.2   FIRE PRECAUTIONS AND EQUIPMENT


                                                                         Page 14
<PAGE>

         (a)      The Tenant shall comply with the requirements and
                  recommendations of the fire authority, the insurers of the
                  Building and the Landlord in relation to fire precautions
                  affecting the Premises.

         (b)      The Tenant shall not obstruct the access to or means of
                  working of any fire fighting and extinguishing appliances or
                  the means of escape from the Premises or the Building in case
                  of fire or other emergency and shall not use the fire escape
                  doors or corridors except in emergency.

         (c)      If the Premises are occupied by more than one occupier (as a
                  result of any permitted subletting of part or sharing of the
                  Premises) the Tenant shall indemnify the Landlord against any
                  costs expenses fees and disbursements incurred by the Landlord
                  in relation to any fire precaution works which the Landlord is
                  required to carry out to the Premises and in relation to the
                  testing, maintenance and operation of any fire alarm system at
                  the Premises.

3.15.3   ENVIRONMENTAL LAW

         (a)      The Tenant shall not cause or permit any Contamination of the
                  Premises or the Building or any Adjoining Property.

         (b)      The Tenant shall inform the Landlord as soon as practicable
                  after the Tenant becomes aware of any breach or material
                  non-compliance with Environmental Law in relation to the
                  Premises and/or the Permitted Use.

3.16     PLANNING

3.16.1   The Tenant shall not commit a breach of planning control (as defined in
         section 171A(I) of the Town and Country Planning Act 1990) in relation
         to the Premises.

3.16.2   The Tenant shall observe and comply with the Planning Enactments in
         relation to the Premises.

3.16.3   The Tenant shall make no application under the Planning Enactments in
         relation to the Premises or the Building without the Landlord's Consent
         and then only in a form previously approved by the Landlord (which
         consent and approval shall not be unreasonably withheld or delayed in
         relation to the Premises where works permitted by the Landlord under
         Clause 3.8 require planning permission).

3.16.4   The Tenant shall promptly supply to the Landlord copies of all notices,
         orders and directions and other formal communications under the
         Planning Enactments received by the Tenant which relate to the
         Premises, and where such communications relate only to the Premises or
         to an application made by the Tenant then the Tenant shall at its own
         expense take such action to protect the Landlord's interests as the
         Landlord may require.

3.16.5   The Tenant shall not implement a planning permission without the
         Landlord's Consent (such consent not to be unreasonably withheld or
         delayed where planning permission is granted pursuant to an application
         approved by the Landlord and where the Landlord's interests are not
         likely to be prejudiced by the implementation of such planning
         permission).

3.16.6   Where a planning permission imposes conditions the Landlord may before
         giving consent to its implementation require the Tenant:

         (a)      to provide reasonable security for compliance with the
                  conditions; and

         (b)      to undertake that if it implements the planning permission it
                  will carry out before the End of the Term all works which the
                  planning conditions require.

3.16.7   Where on the Tenant's application a planning permission is refused or
         granted subject to conditions and, in the Landlord's opinion (acting
         reasonably), the Landlord's, interests are thereby materially
         prejudiced and a

                                                                         Page 15
<PAGE>

         planning appeal is justified, then the Landlord may give Notice to the
         Tenant of its desire that a planning appeal be made and, if the Tenant
         does not make such an appeal (and give Notice of it to the Landlord)
         within two months of such Notice of the Landlord's desire:

         (a)      the Landlord may make such an appeal (as the Tenant's agent);
                  and

         (b)      if the Landlord does so, the Tenant shall give to the Landlord
                  promptly such assistance for the pursuit of such appeal
                  (including appointing the Landlord as its agent) as the
                  Landlord acting reasonably requests.

3.17     YIELDING UP

3.17.1   Immediately prior to the End of the Term the Tenant shall at its own
         cost:

         (a)      remove from the Premises any moulding, sign, writing or
                  painting of the name or business of the Tenant or the
                  occupiers of the Premises and all tenant's fixtures, fittings,
                  furniture, plant, machinery and effects and make good to the
                  Landlord's satisfaction acting reasonably all damage caused by
                  such removal; and

         (b)      ensure that wherever any items removed in accordance with
                  Clause 3.17.1(a) are connected to or take supplies from any
                  Utilities, they are disconnected and made safe; and

         (c)      except to the extent released from this obligation by a Notice
                  from the Landlord to that effect remove and make good all
                  alterations or additions made to the Premises during or during
                  any period of occupation prior to the Term and well and
                  substantially reinstate the Premises in such manner as the
                  Landlord may direct and to its satisfaction (acting
                  reasonably).

3.17.2   At the End of the Term the Tenant shall deliver all keys of the
         Premises to the Landlord and yield up the Premises to the Landlord with
         vacant possession and in a state of repair and condition and in all
         other respects in compliance with the Tenant's Covenants.

3.18     ENCROACHMENTS, EASEMENTS AND THIRD PARTY RIGHTS

3.18.1   The Tenant shall not stop up or obstruct any window or light belonging
         to the Premises and shall not permit any new window, light, opening,
         doorway, passage, Conduit or other encroachment or easement to be made
         or acquired into, on or over the Premises and if any person attempts to
         make or acquire any encroachment or easement the Tenant shall on
         becoming aware of it give Notice immediately to the Landlord and at the
         request of the Landlord but at the cost of the Tenant shall adopt such
         means as the Landlord may reasonably require for preventing any such
         encroachment or the acquisition of any such easement.

3.18.2   Without prejudice to the provisions of Clause 3.14, the Tenant shall
         not grant any right in favour of any third party which may continue
         after the End of the Term (including any right in favour of a
         communications supplier).

3.19     RELETTING AND SALE NOTICES

         The Tenant shall permit the Landlord at all reasonable times to enter
         the Premises and affix and retain without interference on suitable
         parts of the Premises (but not so as materially to affect the access of
         light and air to the Premises) during the last six months of the Term
         notices for reletting the Premises and at any time during the Term
         notices for selling the Landlord's interest in the Premises or the
         Building and shall not remove or obscure such notices and shall permit
         all persons with the written authority of the Landlord to view the
         Premises at reasonable hours in the daytime on prior appointment.


                                                                         Page 16
<PAGE>

3.20     LANDLORD'S COSTS

         The Tenant shall pay on demand and indemnify the Landlord against all
         proper costs, fees, charges, disbursements and expenses incurred by the
         Landlord including, but not limited to, those payable to solicitors,
         counsel, architects, surveyors, bailiffs and the Landlord's internal
         management fee in relation to or in contemplation of:

         (a)      the preparation and service of a notice under section 146 of
                  the Law of Property Act 1925 and any proceedings under
                  sections 146 or 147 of that Act even if forfeiture is avoided
                  otherwise than by relief granted by the Court;

         (b)      the preparation and service of notices and schedules relating
                  to wants of repair whether served during or after the End of
                  the Term;

         (c)      the recovery or attempted recovery of arrears of Rent or other
                  additional rents, or other sums due from the Tenant or in
                  remedying any breach of the Tenant's Covenants;

         (d)      any application for consent or approval made necessary by this
                  Lease (such costs to include reasonable management fees and
                  expenses) whether or not consent or approval is granted and
                  whether or not the application is withdrawn provided the costs
                  of such application shall be reasonable;

         (e)      the supervision by the Landlord of any works which the Tenant
                  is obliged to carry out pursuant to any of the provisions of
                  this Lease; and

         (f)      any risk assessment relating to the Premises which the
                  Landlord must carry out in order to comply with any statutory
                  or other obligation of the Landlord.

3.21     INDEMNITY

         The Tenant shall indemnify and keep the Landlord fully indemnified
         against all actions, proceedings, claims, demands, losses, costs,
         expenses, damages and liabilities arising directly or indirectly out of
         the state of repair or use or condition of the Premises or any breach
         of the Tenant's Covenants or any act, default or negligence of the
         Tenant or any person deriving title from the Tenant or their respective
         Personnel.

3.22     REGULATIONS

         The Tenant shall comply with such regulations in connection with the
         use and operation of the Premises and/or the Building as are made by
         the Landlord in accordance with the principles of good estate
         management from time to time and communicated to the Tenant in writing.

3.23     NEW SURETY

         If an Insolvency Event occurs in relation to the Surety then the Tenant
         shall within 14 days give Notice of that fact to the Landlord, and if
         the Landlord so requires the Tenant shall within 30 days of service of
         such Notice procure that some other person acceptable to the Landlord
         executes and delivers to the Landlord a deed containing a covenant with
         the Landlord as a primary obligation in the terms contained in Schedule
         7.

3.24     OTHER OBLIGATIONS

         The Tenant shall comply with the agreements, covenants, restrictions
         and stipulations referred to in the deeds and documents listed in
         Schedule 4 so far as they are still subsisting and capable of taking
         effect and relate to the Premises and shall indemnify and keep the
         Landlord fully indemnified against all actions, claims, demands,
         losses, costs, expenses, damages and liabilities relating to them.


                                                                         Page 17
<PAGE>

4        LANDLORD'S COVENANTS

         The Landlord covenants with the Tenant throughout the Term to comply
         with the requirements of this Clause 4.

4.1      QUIET ENJOYMENT

         The Landlord shall permit the Tenant peaceably and quietly to hold and
         enjoy the Premises without any interruption or disturbance from or by
         the Landlord or any person claiming under or in trust for the Landlord.

4.2      SERVICES

         The Landlord shall use its reasonable endeavours to carry out the
         Services PROVIDED THAT the Landlord will have no liability to the
         Tenant:

         (a)      for any failure to provide Services during any period when the
                  Tenant is in arrears with payment of Rent, Insurance Rent,
                  Service Charge or any other moneys due from the Tenant to the
                  Landlord under the Lease;

         (b)      for the interruption of a Service for reasons of inspection,
                  maintenance, repair, cleaning or other works (in which event
                  the Landlord will restore the Service as soon as reasonably
                  practicable);

         (c)      for failure to provide a Service due to damage, breakdown,
                  inclement weather, shortage of fuel or water, or any other
                  cause beyond the Landlord's reasonable control (although the
                  Landlord will then take all reasonable steps to restore such
                  Service or provide an alternative Service as soon as
                  reasonably practicable);

         (d)      for withdrawal of a Service if the Landlord considers, acting
                  reasonably, it is no longer appropriate;

         (e)      for temporary closure of the Common Parts (subject to adequate
                  means of access to the Premises being maintained) if necessary
                  to prevent their dedication or the accrual of any third party
                  rights over them or for the purpose of inspection,
                  maintenance, repair, cleaning or other works to them; or

         (f)      in respect of any act, omission or negligence of any employee
                  of the Landlord or other person providing or purporting to
                  provide any services unless the act, omission or negligence
                  arises from the direct instructions of the Landlord.

4.3      ENFORCEMENT

         At the reasonable request and- at the Tenant's cost (the Tenant
         providing such reasonable security for costs as shall reasonably be
         required by the Landlord) to take reasonable steps to enforce any
         building contract or collateral warranty in respect of the
         refurbishment of the Building carried out in the year 2001 of which the
         Landlord may from time to time have the benefit.

5        INSURANCE

5.1      LANDLORD TO INSURE

         The Landlord and the Tenant covenant with each other throughout the
         Term to comply with the requirements of this Clause 5.


                                                                         Page 18
<PAGE>

5.1.1    The Landlord shall insure against damage or destruction by the Insured
         Risks in a reputable insurance office or with such underwriters and
         through such agency as the Landlord may choose from time to time and
         (except to the extent that the insurance is invalidated by any act or
         default of the Tenant or of any of the Tenant's Personnel) such
         insurance covering:

         (a)      the Building (excluding tenant's fixtures and fittings) for
                  such sum as the Landlord acting reasonably estimates to be
                  sufficient to cover the full cost of reinstatement assuming
                  total loss, including professional fees, the cost of obtaining
                  all necessary consents, the cost of demolition, site clearance
                  and shoring up, ancillary costs, all applicable VAT and
                  appropriate allowance for inflation but the Landlord shall not
                  be required to include in the full cost of reinstatement any
                  alteration or addition to the Premises carried out by the
                  Tenant unless:

                  (i)      the alteration or addition was carried out in
                           accordance with the provisions of this Lease; and

                  (ii)     following completion of the alteration or addition
                           the Tenant has given the Landlord Notice of the
                           necessary increase in the full cost of reinstatement;
                           and

         (b)      the loss of the Rent (plus any applicable VAT) which the
                  Landlord acting reasonably estimates to be payable under this
                  Lease (taking account of any review of the Rent which may
                  become due under this Lease) for three years or such longer
                  period as the Landlord from time to time considers (acting
                  reasonably) sufficient to complete the reinstatement of the
                  Building following a total loss; and

         (c)      third party and public liability at the Building for such sum
                  as the Landlord considers prudent from time to time.

5.1.2    At the request of the Tenant (but no more than once a year) the
         Landlord shall produce to the Tenant reasonable evidence of the terms
         of the insurance policy and the fact that the policy is in force.

5.2      SUSPENSION OF RENT

         If the Building or any part of it is damaged or destroyed by any of the
         Insured Risks so that the Premises are unfit for use and occupation or
         inaccessible and the insurance has not been invalidated or payment of
         any insurance moneys refused as a result of some act or default of the
         Tenant or any of the Tenant's Personnel then:

         (a)      the Rent or a fair proportion of it according to the nature
                  and extent of the damage sustained shall be suspended until:

                  (i)      the Premises are fit for use and occupation (and
                           accessible); or

                  (ii)     the expiry of three years (or such longer period as
                           the Landlord insures loss of the Rent pursuant to
                           Clause 5.1.1(b)) from the date of the damage or
                           destruction (whichever is the earlier); and

         (b)      any dispute over such suspension of the Rent shall be referred
                  to a single arbitrator appointed by agreement between the
                  Landlord and the Tenant or otherwise (on the application of
                  either Party) by or on behalf of the President for the time
                  being of the Royal Institution of Chartered Surveyors (or any
                  successor organisation) in accordance with the Arbitration Act
                  1996.


                                                                         Page 19
<PAGE>

5.3      REINSTATEMENT FOLLOWING DAMAGE OR DESTRUCTION

         If the Building or any part of it is damaged or destroyed by any of the
         Insured Risks so as to make the Premises unfit for use and occupation
         or inaccessible then unless payment of the insurance moneys is refused
         because of any act or default of the Tenant or any of the Tenant's
         Personnel:

         (a)      the Landlord shall use its reasonable endeavours to obtain all
                  consents necessary to enable the Building to be rebuilt and
                  reinstated but shall not be obliged to appeal against any
                  refusal to grant them; and

         (b)      the Landlord, save in any of the circumstances referred to in
                  Clause 5.4.1 shall apply all insurance money received in
                  respect of such damage or destruction (other than any in
                  respect of loss of the Rent or additional rents) in connection
                  with replacing the Building or the parts, as the case may be,
                  so damaged or destroyed with such premises as the Landlord
                  elects to build, and making up any shortfall in such
                  reinstatement from its own resources and provided such
                  shortfall does not result from some act or default of the
                  Tenant or any of the Tenant's Personnel, but so that the
                  Premises are of a substantially commensurate size and with
                  amenities no worse than they were prior to the damage or
                  destruction.

5.4      REINSTATEMENT PREVENTED ETC

5.4.1    The circumstances referred to in Clause 5.3(b) are:

         (a)      the insurance policy has been invalidated or the payment of
                  insurance moneys is refused (unless the Tenant reimburses the
                  Landlord with all such moneys in accordance with Clause
                  5.5.3);

         (b)      despite having used its reasonable endeavours to do so, the
                  Landlord is unable to obtain all necessary consents on terms
                  acceptable to the Landlord acting reasonably;

         (c)      the necessary labour and materials cannot be obtained at
                  reasonable cost;

         (d)      the destruction or damage occurred during the last three years
                  of the Term;

         (e)      the Building has been totally destroyed;

         (f)      there are, other circumstances beyond the Landlord's
                  reasonable control which would make it uneconomic or not
                  feasible to carry out works pursuant to Clause 5.3(b) within a
                  reasonable time.

5.4.2    If any destruction or damage renders the Premises unfit for occupation
         and use or inaccessible and either:

         (a)      any of the circumstances mentioned in Clause 5.4.1 apply then
                  the Landlord (only); or

         (b)      the Premises have not been rendered fit for occupation and use
                  and accessible before the insurance for loss of the Rent
                  effected by the Landlord has expired then the Landlord or
                  (unless the circumstances in clause 5.4.1(a) apply) the Tenant
                  may in such event upon giving to the Tenant or, as
                  appropriate, the other Notice, determine this Lease forthwith
                  (but such determination shall be without prejudice to any
                  claim by the Landlord in respect of any prior breach of
                  covenant).

5.4.3    If this Lease is determined pursuant to Clause 5.4.2 then the Landlord
         shall be solely entitled to all the insurance moneys.

5.5      TENANT'S INSURANCE OBLIGATIONS

5.5.1    The Tenant shall comply with all the requirements and recommendations
         of the insurers in respect of the Building and the Premises.


                                                                         Page 20
<PAGE>

5.5.2    The Tenant and the Tenant's Personnel shall not do or omit to do
         anything:

         (a)      that could cause any policy of insurance in respect of the
                  Premises and/or the Building and/or any Adjoining Property to
                  become void or voidable (wholly or partly); or

         (b)      that could cause any additional insurance premium to become
                  payable; or

         (c)      that could cause the payment of any insurance moneys to be
                  refused; or

         (d)      that could cause any policy of insurance to become subject to
                  any excess, exclusion or limitation.

5.5.3    Without prejudice to the indemnity given by the Tenant in Clause 3.21
         the Tenant shall on demand pay to the Landlord:

         (a)      all expenses incurred by the Landlord in reinstating` any
                  policy which the Tenant has caused to be void or voidable; and

         (b)      any increased insurance premium attributable to the Tenant;
                  and

         (c)      an amount equal to all moneys which the Landlord is unable to
                  recover under any insurance policy because of an act, default
                  or omission of the Tenant plus Interest and a fair proportion
                  of all such moneys which are irrecoverable because of

                  (i)      a condition of the policy; or

                  (ii)     the imposition by the insurer or the acceptance by
                           the Landlord (acting reasonably) of an obligation to
                           bear part of an insured loss (commonly called an
                           excess).

5.5.4    The Tenant shall not effect any insurance of the type specified in
         Clause 5.1 but if it does so it shall pay to the Landlord all moneys
         received as a result of such insurance.

5.5.5    The Tenant shall give Notice to the Landlord forthwith on the happening
         of any event or thing which might affect any insurance policy relating
         to the Building or the Premises.

6        FORFEITURE

         If and whenever during the Term:

         (a)      any of the rents reserved by this Lease are unpaid 28 days,
                  after becoming payable (whether or not formally demanded); or

         (b)      there is a material breach of any of the Tenant's Covenants;
                  or

         (c)      there is a breach of any of the covenants by the Surety
                  contained in this Lease; or

         (d)      there occurs in relation to the Tenant or the Surety (or where
                  the Tenant or any Surety comprises two or more persons there
                  occurs in relation to any of such persons) an Insolvency
                  Event; or

         (e)      distress or execution is levied on the Tenant's goods at the
                  Premises

         then the Landlord may at any time thereafter re-enter the Premises or
         any part of them in the name of the whole and thereupon the Term shall
         absolutely cease arid determine but without prejudice to any rights or
         remedies of any Party in respect of any antecedent breach of any of the
         obligations contained in this Lease.

                                                                         Page 21
<PAGE>

7        SURETY'S COVENANTS

         Where there is a Surety named as a party to this Lease the Surety
         covenants with the Landlord as a direct and primary obligation in the
         terms set out in Schedule 7.

8        MISCELLANEOUS

8.1      NO IMPLIED EASEMENTS

         Nothing contained in this Lease shall impliedly confer on or grant to
         the Tenant any easement, right or privilege other than those expressly
         granted by this Lease.

8.2      EXCLUSION OF WARRANTY AS TO USE

         Nothing contained in this Lease or in any consent or approval given by
         the Landlord pursuant to the terms of this Lease shall imply or warrant
         that the Premises or the Building may be used under the Planning
         Enactments for the Permitted Use or for any other purpose authorised by
         the Landlord and the Tenant hereby acknowledges that the Landlord has
         not given or made at any time any representation or warranty that any
         such use is or will be or will remain a lawful use under the Planning
         Enactments.

8.3      REPRESENTATIONS

         The Tenant acknowledges that this Lease has not been entered into in
         reliance wholly or partly on any statement or representation made by or
         on behalf of the Landlord except any statements and representations
         expressly made in this Lease and any written replies made prior to the
         grant of this Lease by the Landlord's solicitors in reply to written
         questions or enquiries made by the Tenant's solicitors in relation to
         the Premises.

8.4      EXCLUSION OF LANDLORD'S LIABILITY

         The Landlord shall not incur any liability:

         (a)      for any inconvenience or any injury or death of any person or
                  any damage to property arising through mechanical breakdown,
                  failure or malfunction of any equipment, plant or machinery
                  (other than that arising through any failure of the Landlord
                  to comply with its obligations under and subject to the terms
                  of this Lease), strikes, labour disputes, shortages, malicious
                  damage or terrorist activity; or

         (b)      for any other cause or circumstance beyond the reasonable
                  control of the Landlord.

8.5      COVENANTS RELATING TO THE BUILDING AND/OR ADJOINING PROPERTY

         Nothing contained in or implied by this Lease shall give the Tenant the
         benefit of or the right to enforce or to prevent the release or
         modification of any covenant, agreement or condition entered into by
         any person in respect of any property not comprised in this Lease.

8.6      DISPUTES WITH ADJOINING OCCUPIERS

         Any dispute arising between the Tenant and the tenants or occupiers of
         any part of any Adjoining Property belonging to the Landlord as to any
         easement, quasi-easement, right, privilege or Conduit used in
         connection with the Premises or such Adjoining Property shall be
         determined by the Landlord and the proper costs which the Landlord so
         incurs shall be paid as the Landlord directs acting reasonably.


                                                                         Page 22
<PAGE>

8.7      EXCLUSION OF STATUTORY PROVISIONS

         Pursuant to an order of the Mayor's and City of London Court made on 1
         May 2002 (Case Number RG 203821) under Section 38(4) of the 1954 Act
         (as amended by the Law of Property Act 1969) the Landlord and Tenant
         agree that the provisions of Sections 24 to 28 of the 1954 Act shall be
         excluded in relation to the tenancy created by this Lease.

8.8      VAT

         The consideration for any supply made by the Landlord under this Lease
         is exclusive of VAT and any applicable VAT shall be paid by the Tenant
         in addition to the consideration.

8.9      NOTICES

         Section 196 of the Law of Property Act 1925 shall apply to all Notices
         served under this Lease but such provisions shall be extended as
         follows:

         (a)      where the expression "Tenant" or "Surety" includes more than
                  one person service on any one of them shall be deemed to be
                  service on them all.

         (b)      any Notice shall be correctly served if it is sent by recorded
                  delivery post in a stamped addressed envelope, addressed to
                  the Landlord or to the Tenant or to the Surety as the case may
                  be, at the last known place of abode or business or registered
                  office in the United Kingdom or in the case of the Tenant at
                  the address of the Premises and any Notice sent shall on proof
                  of post be deemed to have been received.

         (c)      any demand or Notice sent by mail shall be treated
                  conclusively as having been made, given or served on the
                  second Working Day after the day of posting.

8.10     STAMP DUTY

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

8.11     NEW TENANCY

         This Lease creates a "new tenancy" as defined by section 28(1) of the
         1995 Act.

8.12     EFFECT OF DOCUMENT

         This Lease is intended to be and shall take effect as a deed and shall
         be governed by and construed in accordance with the laws of England and
         Wales and the Parties irrevocably agree that the courts of England and
         Wales shall have exclusive jurisdiction in respect. of any dispute,
         suit, action or proceedings which may arise out of or in connection
         with this Lease.

8.13     COMMENCEMENT

         For the avoidance of doubt the provisions of this document (other than
         those contained in this Clause) shall not have any effect until this
         document has been dated.

8.14     THIRD PARTIES

         The Parties to this Lease do not intend that any term of this Lease
         shall be enforceable solely by virtue of the Contracts (Rights of Third
         Parties) Act 1999 by any person who is not a Party.


                                                                         Page 23
<PAGE>

8.15     REMOVAL OF TENANT'S GOODS

8.15.1   If after the End of the Term any property of the Tenant remains in or
         on the Premises and the Tenant fails to remove it within seven days
         after the Landlord requests it to do so then the Landlord may as the
         Tenant's agent (and the Tenant appoints the Landlord to act in that
         capacity) sell such property.

8.15.2   If the Landlord sells any property pursuant to Clause 8.15.1, it shall
         hold the sale proceeds (after deducting the costs and expenses of
         removal, storage and sale reasonably and properly incurred and any
         other debts owed by the Tenant to the Landlord) to the Tenants order,
         provided that the Tenant will indemnify the Landlord against any
         liability the Landlord incurs to any third party whose property the
         Landlord sells in the bona fide mistaken belief (which shall be
         presumed unless proved otherwise) that such property belonged to the
         Tenant.

8.15.3   If, having made reasonable efforts to do so, the Landlord is unable to
         contact the Tenant, then the Landlord may sell property in accordance
         with this Clause and retain the sale proceeds absolutely, unless the
         Tenant claims them within six months of the End of the Term.

8.16     PERPETUITY PERIOD

         The perpetuity period applicable to this Lease is 80 years from the
         beginning of the Term and if any Party is granted a future interest by
         this Lease that interest will be void for remoteness if it does not
         vest within that period.

9        OPTION TO DETERMINE

9.1      If either party wishes to terminate this Lease at the end of the fifth
         year of the Term then that party shall serve not less than six (6)
         months nor more than twelve (12) months prior Notice on the other party
         following expiry of which this Lease shall terminate provided always
         that:

         (a)      the Tenant shall have paid the Rent the Insurance Rent and the
                  Service Charge in full down to the date of termination; and

         (b)      the Tenant shall give vacant possession on the date of
                  termination.

9.2      Termination of this Lease under the provisions of Clause 9.1 and 9.2
         shall be without prejudice to the rights of any Party in respect of any
         pre-existing breach in the teams of this Lease.

9.3      Where the Tenant under this Lease is also the Tenant of Part Ground
         Floor pursuant to a lease dated the 5 day of June, 2002 between the
         Landlord (1) and Tenant (2) ("the Part Ground Floor Lease") any Notice
         served pursuant to Clause 9.1 of this Lease shall also constitute a
         valid Notice by the Landlord under Clause 9.1 of the Part Ground Floor
         Lease. The provision of this Clause 9.3 shall only apply for so long as
         BAM Entertainment Limited is the Tenant under this Lease and the Part
         Ground Floor Lease.

EXECUTED by the Parties as a Deed.




                                                                         Page 24
<PAGE>



SCHEDULE 1- THE PREMISES/THE BUILDING

PART 1 - THE PREMISES

All those office premises on the First Floor of the Building shown for the
purpose of identification only edged red on Plan A and including:

         (a)      the internal surfaces of all walls enclosing the said
                  premises;

         (b)      all non loadbearing walls within the said premises;

         (c)      all ceilings of the said premises up to the level of (but
                  excluding) the bottom of the joists, beams or slabs above
                  them;

         (d)      all floors and floorboards of the said premises down to the
                  level of (but excluding) the tops of the joists, beams or
                  slabs below them and all carpets and floor coverings in the
                  said premises;

         (e)      the window frames and the glass in all windows of the said
                  premises;

         (f)      all internal and external doors and door frames belonging to
                  the said premises;

         (g)      all additions alterations and improvements to the said
                  premises;

         (h)      all fixtures and fittings from time to time in or on the said
                  premises except those fixed by the Tenant which are generally
                  regarded as tenant's or trade fixtures;

         (i)      all Conduits and Facilities within and exclusively serving the
                  said premises

         but not including any part of the structure or the exterior of the
         Building.

PART 2 - THE BUILDING

All that land, together with the building or buildings from time to time on it
or on any part of it, known as 124-130 Southwark Street London SE1, shown for
the purpose of identification only edged blue on Plan B and registered at H.M.
Land Registry under Title Numbers 326644, SGL91499 and 340625.




                                                                         Page 25
<PAGE>



SCHEDULE 2 - RIGHTS AND EASEMENTS GRANTED

The following rights and easements are granted to the Tenant for the benefit of
the Premises and the Tenant's Personnel (in common with the Landlord and others
having the right), but any person exercising such rights shall cause as little
damage and disturbance as possible to any Adjoining Property and its owners and
occupiers and shall at its own expense and as quickly as possible make good all
damage caused in the exercise of such rights.

1        The right at all times to use the Common Parts for reasonable purposes
         ancillary to the reasonable use and enjoyment of the Premises for the
         Permitted Use, subject to compliance with any regulations made from
         time to time by the Landlord.

2        In relation to Utilities:

         (a)      subject always to paragraph 2(b), the free passage and running
                  of Utilities (subject to temporary interruption for repair,
                  alteration or replacement) to and from the Premises through
                  the Conduits which are now or during the Term laid in, on,
                  under, over or through other parts of the Building, so far as
                  is necessary for the reasonable use and enjoyment of the
                  Premises for the Permitted Use;

         (b)      the Landlord retains the right to change the location and
                  arrangements for use by the Tenant of any of the Conduits,
                  provided there remains available for the benefit of the
                  Premises access to Utilities reasonably commensurate with that
                  granted at the date of this Lease.

3        The right of support and protection for the benefit of the Premises as
         now enjoyed from other parts of the Building.

4        The right to use common toilet accommodation within the Retained Parts
         in accordance with reasonable regulations relating thereto from time to
         time published by the Landlord.




                                                                         Page 26
<PAGE>
SCHEDULE 3 - EXCEPTIONS AND RESERVATIONS

The following rights and easements are excepted and reserved out of the Premises
to the Landlord and any Superior Landlord and the owners and occupiers of the
Adjoining Property and their respective Personnel and all other persons having
similar rights and easements or being similarly authorised:

1        The free and uninterrupted passage and running of Utilities through the
         Conduits which are now or in the future in, on, under, over or through
         the Premises.

2        The right at all reasonable times, after at least forty-eight hours'
         Notice by or on behalf of the Landlord (save in emergency), to enter
         (or in an emergency to break and enter) the Premises with materials and
         equipment in order to:

         (a)      view and examine the state and condition of the Premises and
                  to take schedules or inventories of the Landlord's fixtures;

         (b)      inspect, cleanse, maintain, repair, connect, remove, lay,
                  renew, re-lay, replace, alter or execute any works to or in
                  connection with the Conduits or any other services;

         (c)      execute repairs, decorations, alterations and any other works
                  and to make installations to the Premises or to the Adjoining
                  Property or to do anything which the Landlord may or must do
                  under this Lease;

         (d)      exercise any of the rights excepted and reserved by this
                  Lease;

         (e)      have access to (for all purposes) all risers, ducts, manholes,
                  boiler and plant rooms, cable trays, switchgear and meter
                  cupboards and rooms, under pavement vaults, distribution
                  boards and common plant and machinery

         and for any other purpose connected with the interest of the Landlord
         in the Premises or the Building, including valuing or disposing of any
         interest of the Landlord, but any person exercising such rights shall
         cause as little inconvenience as possible to the Premises and shall
         make good without unreasonable delay any damage caused to the Premises.

The right to:

         (a)      carry out any works of repair, construction, development,
                  improvement, alteration, cleaning or otherwise to any
                  Adjoining Property (including to raise the height of any
                  Adjoining Property or to erect new buildings of any height on
                  any Adjoining Property);

         (b)      use in any way the Adjoining Property

         and for such purposes to oversail the Premises with cranes and cradles
         and to erect scaffolding notwithstanding interference with the access
         of light or air to the Premises or temporary interference with any
         other right or easement.

4        All rights of light, air, support, protection and shelter and all other
         easements and rights which now or in future belong to or are enjoyed by
         the Adjoining Property over the Premises.

5        The right in the case of fire and other emergency to pass through the
         Premises and to enter the Premises, with or without workmen equipment
         and materials, to execute and take all necessary or desirable measures
         or precautions.




                                                                         Page 27
<PAGE>
SCHEDULE 4 - DEEDS AND DOCUMENTS AFFECTING THE PREMISES

The register entries for title numbers 326644, SGL91499 and 340625.


























                                                                         Page 28
<PAGE>

SCHEDULE 5 - RENT REVIEW

1        DEFINITIONS

1.1      In this Schedule the following definitions apply.

1.2      Assumptions means each of the following:

         (a)      that the Premises are ready and fit for immediate occupation
                  and use for any use permitted by this Lease and that all
                  Utilities and other facilities necessary for such occupation
                  and use are connected to and immediately available for use at
                  the Premises;

         (b)      that no work has been carried out to the Premises by the
                  Tenant, any undertenant or their respective predecessors in
                  title which has diminished the rental value of the Premises;

         (c)      that if the Premises or the Building or the means of access to
                  them, or any Utilities or other facilities necessary for their
                  occupation and use, have been destroyed or damaged (or, in the
                  case of Utilities or other facilities, suspended), they have
                  been fully rebuilt and restored;

         (d)      that all the covenants and conditions contained in this Lease
                  have been fully complied with (but without prejudice to any
                  rights of any Party in respect of the same);

         (e)      that the Permitted Use and the Premises comply with all
                  Enactments (and any work to comply with Enactments has been
                  done so as to avoid as far as reasonably practicable any
                  decrease in usable area in the Premises);

         (f)      that all licences and consents required for the Permitted Use
                  (and for the actual use if different) have been obtained and
                  are effective.

         DECISION DATE means the date on which the amount of the Reviewed Rent
         is agreed or determined in writing.

         DISREGARDED MATTERS means each of the following:

         (a)      the fact that the Tenant, any undertenant or their
                  predecessors in title in their respective businesses has been
                  in occupation of the Premises or any part of them;

         (b)      any goodwill attached to the Premises by reason of any
                  business conducted at the Premises;

         (c)      any increase in rental value of the Premises attributable to
                  the existence at the Relevant Review Date of any improvement
                  to the Premises, carried out:

                  (i)      during the Term; and

                  (ii)     by the Tenant, or any subtenant or their respective
                           predecessors in title; and

                  (iii)    with the Landlord's Consent where required; and

                  (iv)     not pursuant to or in anticipation of an obligation
                           to the Landlord; and

                  (v)      within 21 years before the Review Date.

         HYPOTHETICAL TERM means a term equal to 10 years from the Review Date.



                                                                         Page 29
<PAGE>
         INDEPENDENT SURVEYOR means an independent chartered surveyor of not
         less than ten years' standing who is experienced in the rental
         valuation of property similar to the Premises and is acquainted with
         the market for such premises in the locality.

         INTERIM PERIOD means a period beginning on the Review Date and ending
         on the next quarter day after a Decision Date.

         OPEN MARKET RENT means the yearly rent which could reasonably be
         expected to become payable for the Premises after the expiry of a rent
         free or concessionary rent period (or the receipt of a sum by way of
         contribution or other inducement in lieu of the same) which might be
         negotiated in the open market for fitting out purposes

         (a)      on a new letting of the Premises as a whole or of the whole
                  Premises in Permitted Parts if this would produce a higher
                  aggregate rent in the open market on the Review Date

         (b)      by a willing landlord to a willing tenant

         (c)      with vacant possession

         (d)      without any fine or premium payable by either party for the
                  grant of it

         (e)      for the Hypothetical Term and otherwise on the terms and
                  conditions and subject to the covenants and provisions
                  contained in this Lease

                  (i)      other than as to the amount of the Rent immediately
                           before the Review Date;

                  (ii)     but including

                           (aa)     these provisions for the review of rent,
                                    such reviews to be deemed to occur on the
                                    fifth anniversary of the first day of the
                                    Hypothetical Term; and

                           (bb)     the option to determine the term contained
                                    in Clause 9, such option to be deemed to
                                    occur on the fifth anniversary of the first
                                    day of the Hypothetical Term

         (f)      and making the Assumptions but disregarding any effect on
                  value attributable to the Disregarded Matters and any decrease
                  in value attributable to any temporary works, operations or
                  other activities on any Adjoining Property.

         PRESIDENT means the President for the time being of the Royal
         Institution of Chartered Surveyors or any successor organisation and
         includes any person authorised by the President to make appointments on
         his behalf.

         RENT RESTRICTIONS means the statutory restrictions for the control of
         rent in force on a Review Date or on the date on which any increased
         rent is ascertained under this Schedule and which limit in time or
         amount an increase in the Rent.

         REVIEWED RENT means the higher o(pound)

         (a)      the Rent payable immediately before the Review Date (or if
                  payment of the Rent or part of it has been suspended, the Rent
                  which would otherwise have been payable); and

         (b)      the Open Market Rent on the Review Date.

2        RENT REVIEW



                                                                         Page 30
<PAGE>

         From and including each Review Date the Rent shall be the Reviewed
         Rent.

3        AGREEMENT OR DETERMINATION OF THE REVIEWED RENT

3.1      The Open Market Rent at any Review Date may be agreed in writing at any
         time between the Landlord and the Tenant, but the Landlord and/or the
         Tenant (as the case may be) may at any time not earlier than three
         months before the Review Date:

         (a)      either by agreement between them, or

         (c)      by the Landlord or the Tenant giving Notice to the other

         require the Open Market Rent to be determined by the Independent
         Surveyor.

3.2      Any such determination by the Independent Surveyor shall be the Open
         Market Rent on the Review Date, unless the Open Market Rent has been
         agreed in writing by the Landlord and the Tenant at any time prior to
         such determination.

4        APPOINTMENT OF INDEPENDENT SURVEYOR

         The Independent Surveyor shall be appointed by agreement between the
         Landlord and the Tenant or, failing such agreement, nominated by the
         President on the written application of either the Landlord or the
         Tenant.

5        FUNCTIONS OF THE INDEPENDENT SURVEYOR (ACTING AS EXPERT)

5.1      The Independent Surveyor shall act as expert.

5.2      The Independent Surveyor shall invite the Landlord and the Tenant to
         submit to him a valuation accompanied by a statement of reasons with
         supporting evidence and to submit such representations and cross
         representations in respect of the other Party's valuation, statement of
         reasons and supporting evidence as they wish and shall give to each of
         them written notice of the amount of the Open Market Rent as determined
         by him.

6        COSTS OF REFERENCE TO THE INDEPENDENT SURVEYOR

         The costs of any reference to the Independent Surveyor shall be in the
         award of the Independent Surveyor and failing such award the costs
         shall be payable by the Landlord and the Tenant in equal shares.

7        APPOINTMENT OF NEW INDEPENDENT SURVEYOR

         If the independent Surveyor fails to give notice of his determination
         within 90 days of his appointment or dies or is unwilling to act or
         becomes incapable of acting or for any reason is unable to act, then
         either the Landlord or the Tenant may request the President to
         discharge the Independent Surveyor and to appoint another surveyor in
         his place and this procedure may be repeated as many times as
         necessary.

8        INTERIM PAYMENTS PENDING DETERMINATION

         If the amount of the Reviewed Rent has not been agreed or determined
         before the Review Date then the Tenant shall continue to pay the Rent
         at the rate applicable immediately before the Review Date and within 14
         days of the Decision Date the Tenant shall pay to the Landlord as
         arrears of Rent the amount by which the Reviewed Rent for the Interim
         Period exceeds the Rent actually paid during the Interim Period
         (apportioned on a daily basis) together with interest at the base
         lending rate from time to time of National Westminster Bank PLC (or of
         such other bank as the Landlord may designate from time to time by
         giving Notice to the Tenant) from the Relevant Review Date to the date
         of actual payment (inclusive).



                                                                         Page 31
<PAGE>

9        RENT RESTRICTIONS

         Whenever Rent Restrictions prevent or prohibit either wholly or
         partially either the operation of the above provisions for review of
         the Rent or the normal collection and retention by the Landlord of any
         increase in the Rent or any installment or part of it,

         THEN:

         (a)      the operation of such provisions for review of the Rent shall
                  be postponed to take effect on the first date or dates upon
                  which such operation may occur; and

         (b)      the collection of any increase or increases in the Rent shall
                  be postponed to take effect on the first date or dates that
                  such increase or increases may be collected and/or retained in
                  whole or in part and on as many occasions as shall be required
                  to ensure the collection of the whole increase

         AND until the Rent Restrictions are relaxed the Rent shall be the
         maximum sum from time to time permitted by such Rent Restrictions as
         may be applicable.

10       MEMORANDA OF REVIEWED RENT

         Within 28 days after the Reviewed Rent has been agreed or determined,
         memoranda shall be signed by or on behalf of the Landlord and the
         Tenant and annexed to this Lease and the counterpart of it and the
         Parties shall bear their own associated costs.

11       TIME NOT OF THE ESSENCE

         For the purpose of this Schedule time shall not be of the essence.




                                                                         Page 32
<PAGE>
SCHEDULE 6 - SERVICE CHARGE

1        DEFINITIONS

         In this Schedule the following definitions apply.

         ACCOUNT DATE means 31 December in each year or such other date in each
         year as the Landlord may stipulate from time to time.

         ACCOUNT PERIOD means the period from but excluding one Account Date up
         to and including the next Account Date.

         ACCOUNT STATEMENT means a statement certified by the Surveyor (and in
         the absence of manifest error to be accepted by the Tenant as
         conclusive), showing the Total Charge for the relevant Account Period;
         the Due Proportion; the Service Charge; details of all Estimated
         Service Charge received in respect of the relevant Account Period; and
         any balance of Service Charge due from the Tenant or refund due to the
         Tenant.

         DUE PROPORTION means a fair proportion as conclusively determined by
         the Surveyor which will have regard to the proportion which the floor
         area of the Premises during the relevant Account Period bears to the
         total floor area of all Lettable Areas at the Building during the
         relevant Account Period, provided that if the Landlord reasonably
         considers that the Tenant:

         (a)      is the sole beneficiary of or receives materially more
                  benefits than the other occupiers of the Building from the
                  provision of any one of the particular Services; or

         (b)      is in breach of any of the Tenant's Covenants resulting in the
                  Landlord incurring additional and/or extra-ordinary Service
                  Costs

         then the Landlord reserves the right to include in the Service Charge
         the whole or an appropriate proportion of the cost of providing the
         same.

         ESTIMATED SERVICE CHARGE means payment on account of the Service
         Charge.

         FACILITIES means such systems, facilities and Utilities as may from
         time to time be provided for the general amenity of the Building,
         including, to the extent provided from time to time, security and
         surveillance systems; fire alarm and prevention equipment; sprinklers;
         heating; ventilation and air conditioning plant; air cooling and air
         extraction; lifts; reception facilities; communal nameplates and signs;
         car park equipment; public address and other communication facilities.

         SERVICES means:

         (a)      keeping the Retained Parts in good and substantial repair and
                  condition (including, at the Landlord's discretion,
                  inspection, testing, maintenance, servicing, refurbishment
                  and, where beyond economic repair, renewal);

         (b)      keeping any Facilities in good working order and the Common
                  Parts adequately cleaned and lit;

         (c)      decorating and furnishing the Retained Parts and decoration
                  external parts of window frames within the Building;

         (d)      operating all Facilities required by an Authority and during
                  the Permitted Hours such other Facilities as may from time to
                  time be provided;


                                                                         Page 33
<PAGE>
         (e)      carrying out such works and taking such other action in
                  respect of the Retained Parts as may be appropriate in order
                  to comply with the lawful requirements or recommendations of
                  an insurer or an Authority;

         (f)      providing refuse disposal (when the same as provided by the
                  Landlord).

         SERVICE CHARGE means the Due Proportion of the Total Charge.

         SERVICE COSTS means the aggregate of the following costs and expenses
         incurred by the Landlord:

         (a)      the cost of complying with the Landlord's obligations
                  contained in Clause 4.2;

         (b)      all rates, taxes, charges, assessments and outgoings payable
                  in respect of all or any part of the Retained Parts or in
                  respect of the Building as a whole (as distinct from any one
                  or more Lettable Areas);

         (c)      the cost of electricity, gas, oil or other fuel supplies for
                  the provision of the Services or otherwise consumed in the
                  Retained Parts;

         (d)      the cost of employing or arranging for the employment of staff
                  to provide the Services, such cost to include all incidental
                  expenditure such as (without prejudice to the generality of
                  the foregoing) that relating to insurance, pension and welfare
                  contributions; the provision of clothing; the provision of
                  tools and equipment; employer's liability insurance the
                  provision of accommodation (and where such accommodation is
                  provided in the Building a notional rent for it being such
                  figure as the Landlord is from time to time advised by the
                  Surveyor represents its open market rent);

         (e)      the cost of providing, maintaining, inspecting and renewing
                  such equipment materials and supplies as are from time to time
                  required in order to provide the Services;

         (f)      the cost of all maintenance and other contracts entered into
                  in relation to the provision of the Services;

         (g)      all contributions to roads, pipes, walls, structures or other
                  things common to or used in common by the Building and any
                  Adjoining Property;

         (h)      the cost to the Landlord of complying with or contesting the
                  requirements or proposals of any Authority insofar as they
                  relate to the Building (as distinct from any particular
                  Lettable Area or Areas);

         (i)      commitment fees, interest and any other cost of borrowing
                  money where necessary to finance the Service Costs;

         (j)      the fees of managing agents retained by the Landlord in
                  relation to the management of the Building, the provision of
                  the Services and the routine collection of Rent, Service
                  Charge and Estimated Service Charge due from tenants and
                  occupiers of the Building (but not the collection of arrears
                  of the same) (or where any such task is carried out by the
                  Landlord a reasonable charge for the Landlord in relation
                  thereto);

         (k)      the cost of preparing and auditing Service Charge accounts
                  (whether carried out by the Landlord or by the Landlord's
                  agents or accountants);

         (l)      the cost of obtaining such professional advice as may from
                  time to time be required in relation to the management of the
                  Building and the provision of Services;

                                                                         Page 34
<PAGE>

         (m)      the cost of pedestrian control, security and the preparation
                  and enforcement of regulations;

         (n)      the cost of the insurance of plant and equipment and of the
                  furnishings and contents of the Retained Parts and such other
                  insurance relating to the management of the Building as the
                  Landlord may consider prudent;

         (o)      the cost of providing and maintaining decorative features
                  (such as landscaped areas, flowers and seasonal decorations);

         (p)      the cost of providing such further and improved Facilities as
                  the Landlord may require for the greater amenity of those
                  using the Building or the more efficient management of the
                  Building, or as an Authority may require;

         (q)      VAT (or other tax) where chargeable on any of the Service
                  Costs to the extent that it cannot be recovered by the
                  Landlord;

         (r)      all other costs, charges, expenses and outgoings properly
                  incurred in or incidental to the provision of the Services;
                  and

         (s)      such provision for anticipated future expenditure in relation
                  to the Services as may in the Landlord's opinion (acting
                  reasonably) be appropriate

         TOTAL CHARGE means the total of all Service Costs during an Account
         Period net of any receipts from insurers, the Tenant or other occupiers
         of the Building or third parties (otherwise than by way of a payment
         for services) which are properly applicable towards payment of such
         Service Costs.

2        THE SERVICE CHARGE

2.2      The Tenant covenants to pay to the Landlord by way of equal instalments
         in advance on each quarter day during the Term (the first payment or
         proportionate payment to be made on the first day of the Term) an
         Estimated Service Charge of such sum as the Landlord may reasonably
         demand, having regard to actual and anticipated Service Costs (being
         the First Estimated Service Charge during the first Account Period of
         the Term).

2.2      As soon as practicable after an Account Date, the Landlord shall submit
         to the Tenant an Account Statement for the Account Period ending on
         that Account Date and:

         (a)      if the Account Statement shows that a balance of Service
                  Charge is due from the Tenant, the Tenant shall pay such
                  balance to the Landlord within fourteen days of receipt of the
                  Account Statement;

         (b)      if the Account Statement shows that a refund is due to the
                  Tenant, such refund shall during the Term be set off against
                  future Service Charge Payments and following the determination
                  of the Term be set off against any other moneys due from the
                  Tenant to the Landlord and the balance (if any) paid to the
                  Tenant.

2.3      Where the date of this Lease and/or the End of the Term do not coincide
         with the beginning or end respectively of an Account Period, the
         Service Charge for the initial and/or final partial Account Periods
         shall be that proportion of the Service Charge which relates to the
         period from and including [the first day of the Term] or ending on the
         End of the `Term as the case may be, apportioned on a daily basis
         according to the number of days in the whole of the relevant Account
         Period.

2.4      The provisions of this paragraph 2 will survive the End of the Term
         (but only in respect of the period up to the End of the Term).



                                                                         Page 35
<PAGE>
SCHEDULE 7 - COVENANTS BY THE SURETY

1        INDEMNITY BY SURETY

         The Tenant or the Surety shall while the Tenant remains bound by the
         Tenant's Covenants comply with the Tenant's Covenants and the Surety
         shall indemnify the Landlord against all claims, demands, losses,
         damages, liabilities, costs, fees and expenses sustained by the
         Landlord by reason of or arising out of any default by the Tenant in
         complying with the Tenant's Covenants.

2        SURETY JOINTLY AND SEVERALLY LIABLE WITH TENANT

         The Surety shall be jointly and severally liable with the Tenant
         (whether before or after any disclaimer by a liquidator or trustee in
         bankruptcy or any forfeiture of this Lease) for the fulfillment of all
         the obligations of the Tenant under this Lease and agrees that the
         Landlord in the enforcement of its rights under this Lease may proceed
         against the Surety as if the Surety were named as the Tenant in this
         Lease.

3        WAIVER BY SURETY

         The Surety waives any right to require the Landlord to proceed against
         the Tenant or to pursue any other remedy whatsoever which may be
         available to the Landlord before proceeding against the Surety.

4        NO RELEASE OF SURETY

         None of the following or any combination of them shall release,
         discharge or lessen or affect the liability of the Surety under this
         Lease:

         (a)      any neglect, delay or forbearance of the Landlord in
                  endeavouring to obtain payment of [the Rent or any additional
                  rents] or in enforcing compliance with the Tenant's Covenants;

         (b)      any refusal by the Landlord to accept rent tendered by or on
                  behalf of the Tenant at a time when the Landlord is entitled
                  (or would after the service of a notice under section 146 of
                  the Law of Property Act 1925 be entitled) to re-enter the
                  Premises;

         (c)      any extension of time given by the Landlord to the Tenant;

         (d)      save as provided for in the 1995 Act any variation of the
                  terms of this Lease (including any reviews of the Rent) or the
                  transfer of the Landlord's reversion or the assignment of this
                  Lease;

         (e)      any surrender by the Tenant of any part of the Premises (in
                  which event the liability of the Surety shall continue in
                  respect of the part of the Premises not so surrendered after
                  making any necessary apportionments);

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

5        DISCLAIMER OR FORFEITURE OF LEASE

5.1      If the Tenant (being an individual) becomes bankrupt or (being a
         company) enters into liquidation and the trustee in bankruptcy or
         liquidator disclaims or surrenders this Lease or this Lease is
         forfeited THEN the Surety shall if the Landlord gives Notice to the
         Surety within 90 days after such disclaimer or other event accept from
         and execute and deliver to the Landlord at the cost of the Surety a
         counterpart of a new lease of the Premises:

         (a)      to take effect from the date of the disclaimer or other event;


                                                                         Page 36
<PAGE>

         (b)      for a term beginning on the date of the disclaimer and equal
                  in length to the residue of the Term which would have remained
                  had there been no disclaimer;

         (c)      reserving by way of initial rent an amount equal to the Rent
                  payable immediately before the date of the disclaimer or other
                  event such initial rent to be payable from that date;

         (d)      imposing on the Surety the same obligations as the Tenant was
                  subject to immediately before the disclaimer or other event;
                  and

         (e)      otherwise containing the same terms and provisions as this
                  Lease, including the provisions for rent review, except that
                  the Surety shall not be required to procure that any other
                  person is made a party to the new lease as surety.

5.2      If the Landlord does not require the Surety to take a new lease, the
         Surety shall nevertheless on demand pay to the Landlord a sum equal to
         the rents and other sums that would have been payable under this Lease
         (and for the avoidance of doubt the provisions of Schedule 5 shall
         apply mutatis mutandis) but for the disclaimer or other event, from and
         including the date of such disclaimer or other event for the period of
         two years or (if sooner) until the date on which a lease or underlease
         of the Premises to a third party is completed.

6        SUPPLEMENTAL DOCUMENTS

         The Surety shall at the request of the Landlord join in any document
         made supplemental or collateral to this Lease.

7        AUTHORISED GUARANTEE AGREEMENT

         The Surety shall join in as a party to any Authorised Guarantee
         Agreement entered into by the Tenant in order to guarantee that the
         Tenant shall duly perform and observe the obligations it undertakes
         within such Authorised Guarantee Agreement and shall covenant to
         indemnify the. Landlord against all claims, demands, losses, damages,
         liabilities, costs, fees and expenses sustained by the Landlord by
         reason of or arising out of any default by the Tenant in complying with
         such obligations.

8        ADDRESS FOR SERVICE

         The Surety shall immediately notify the Landlord in writing of any
         change in the Surety's address for service and until such Notice has
         been given the Surety's address for service shall be the Surety's
         address for service most recently notified in writing to the Landlord.



                                                                         Page 37
<PAGE>



THE COMMON SEAL OF                          )
NAIRN DEVELOPMENTS LIMITED                  )
was affixed                                 )
in the presence of:                         )

                                            Director          /S/  ILLEGIBLE

                                            Secretary         /S/  ILLEGIBLE



EXECUTED as a deed by                       )
BAM ENTERTAINMENT LIMITED                   )
acting by its secretary and a director or by)
two directors                               )

                                            Director /s/ ANTHONY R. WILLIAMS
                                                     ---------------------------
                                            Director/Secretary /s/ RHYS WILLIAMS
                                                               -----------------


SIGNED as a deed on behalf of               )
BAM ENTERTAINMENT INC. a company            )
incorporated in Delaware by Anthony         )   /s/ ANTHONY R. WILLIAMS
Williams being persons who, in accordance   )   --------------------------------
with the laws of that territory, are        )   Director
acting under the authority of the company   )

                             Authorised Signatories