<PAGE>   1
                                                                   Exhibit 10.25

                                     [LOGO]

                                     MUNDAYS
                                   ----------
                                   SOLICITORS


                            DATED 21st FEBRUARY 2000


                           SOMMER HOLDINGS LIMITED(1)

                                     -AND-

                    FLEXI INTERNATIONAL SOFTWARE LIMITED(2)


                                    ORIGINAL
                                  DEPOSIT DEED

                                  RELATING TO

                     LEASE OF OFFICES ON THE FIRST FLOOR OF
                       TUDOR HOUSE KINGSWAY BUSINESS PARK
                        OLDFIELD ROAD HAMPTON MIDDLESEX



                   Crown House                Hamilton House
                   Church Road, Claygate      1 Temple Avenue
                   ESHER                      LONDON
                   Surrey KT10 0LP            EC4Y 0HA
                   Tel: 01372 809000          Tel: 0171 437 8080
                   Fax: 01372 463782          Fax: 0171 437 8180
                            E-Mail: hub@mundays.co.uk
<PAGE>   2
THIS DEED is made the 21st day of February 2000
BETWEEN

(1)      SOMMER HOLDINGS LIMITED (Company registration number 934538 England)
whose registered office is situate at Thameside House Kingsway Business Park
Oldfield Road Hampton Middlesex TW12 2HD

(2)      FLEXI INTERNATIONAL SOFTWARE LIMITED (Company registration number
2603610 England) whose registered office is situate at

SUPPLEMENTAL TO a lease ("the Lease") of even date and made between the
Landlord (1) and the Tenant (2) relating to premises known as Offices on the
first floor of Tudor House Kingsway Business Park Oldfield Road Hampton
Middlesex ("the Premises")

RECITAL:

IT was a term of the negotiations for the Lease that the Tenant should lodge
with the Landlord the Rent Deposit to be held by the Landlord on the terms and
conditions contained in this Deed as security for the performance by the Tenant
of the lessees covenants and other obligations under the Lease
THIS DEED WITNESSES as follows:

1.       DEFINITIONS

IN this Deed the following expressions have the following meanings unless the
context or a specific direction in this Deed require a different meaning:

         1.1      "Account"
                  A separate interest bearing account designated re Sommer
                  Holdings Ltd and Flexi International Software Limited to be
                  opened in the name of the Landlords Solicitors with the Bank
                  following the date of this deed

         1.2      "the Bank"
                  Barclays Bank plc Barclays Bank Business Centre P.O. Box 193
                  8/12 Church Street Walton on Thames Surrey KT12 2YW

         1.2      "Deposit Fund"
                  The balance at any time credited to the Account

         1.3      "Rent Deposit"
                  TWENTY THOUSAND POUNDS ((POUND) 20,000)

         1.4      "Term"


                                       1
<PAGE>   3
                  The term granted by the Lease including any period of holding
                  over by the Tenant

         1.5      "Landlords Solicitors"

                  The firm of Solicitors appointed by or acting for the Landlord
                  for the purposes of this Deed who at the date hereof are
                  Mundays of Crown House Church Road Claygate Esher Surrey KT10
                  0LP and so that any change shall be notified in writing to the
                  Tenant.

2.       INTERPRETATION

         2.1      Any reference to a clause by number is a reference to that
                  numbered clause as it appears in this Deed

         2.2      "Landlord" includes any person entitled at any time to the
                  reversion to the Lease but so that the Landlord will not be
                  personally liable to the Tenant once it is no longer entitled
                  to the reversion to the Lease and its assignee has entered
                  into a Deed of Covenant with the Tenant as required by Clause
                  8 to observe and perform the Landlord's obligations and
                  covenants in this Deed

         2.3      "Lease" includes any document expressed to be supplemental to
                  the Lease

         2.4      "Tenant" includes any successors in title to the Tenant from
                  time to time including the personal representatives of any
                  individual

         2.5      Where the word "today" is used this means the date of this
                  Deed as written above

3.       INSTRUCTIONS TO ACT

                  The Landlord and the Tenant hereby irrevocably instruct the
                  Landlord's Solicitors to act as stakeholder in the operation
                  of the Account in accordance with this deed and in particular
                  to act in accordance with this deed in making payments in to
                  the Account withdrawing sums from the Account and accounting
                  to the Landlord and the Tenant for money due to either of them
                  from the Account.

4.       DEPOSIT OF RENT

         4.1      The Landlord acknowledges receipt from the Tenant of the Rent
                  Deposit

         4.2      The Landlord will procure that the Landlords Solicitors
                  forthwith place the Rent Deposit in the Account and (subject
                  to the provisions of clause 4.2) will hold the Deposit Fund
                  throughout the Term as security for:

                  4.2.1    payment by the Tenant on the due date of all of the
                           rents payable under the Lease and

                  4.2.2    payment by the Tenant of any other sums which may
                           become properly due to the Landlord from time to time
                           under the Lease and


                                       2
<PAGE>   4
                           4.2.3    compliance in all material respects by the
                                    Tenant with the covenants and conditions
                                    contained in the Lease and this Deed

5.       CHARGE ON THE DEPOSIT ACCOUNT

         5.1      WARRANTY OF FREEDOM FROM CHARGE

                  The Tenant warrants to the Landlord that the Rent Deposit is
                  free from any charge or incumbrance save as mentioned in
                  Clause 5.2

         5.2      CHARGE OF TENANT'S INTEREST

                  The Tenant with full title guarantee charges its interest in
                  the Account and all money from time to time withdrawn from it
                  in accordance with this deed as security for money payable to
                  the Landlord in the event of default until such time as the
                  Account is closed in accordance with clause 9

         5.3      ADDITIONAL SECURITY

                  The security referred to in Clause 5.2 is in addition to and
                  is not to merge with prejudice affect or be affected by any
                  other security interest of the Landlord as regards the Tenant

6.       WITHDRAWALS

THE Landlord may from time after seven days prior written notification of such
intention to the Tenant and if such matter is not remedied in that period at
the Landlords absolute discretion make withdrawals from the Account of sums
sufficient but no greater than to compensate the Landlord for any nonpayment
delay in payment or loss or damage suffered or costs or expenses properly and
reasonably incurred by the Landlord arising from any of the following events:

         6.1      Any failure by the Tenant during the Term to pay within the
                  due period stipulated in the Lease any of the rents or other
                  sums payable under the Lease or any mesne profits for which
                  the Tenant may be liable in respect of the Premises

         6.2      Any default by the Tenant in complying with any covenant or
                  conditions contained in the Lease or this Deed

         6.3      Forfeiture or disclaimer of the Lease or the Tenant ceasing to
                  exist

7.       INTEREST

The Landlord will arrange for payment of all interest earned on the Deposit
Fund to be made (net of any bank charges and any tax required to be deducted by
the Landlord before the Landlord accounts to the Tenant) to the Tenant annually
at the address stated in this Deed or at such other address as the Tenant may
from time to time notify to the Landlord in writing


                                       3

<PAGE>   5

8.       TRANSFER OF REVERSION

IF the Landlord transfers the reversion immediately expectant upon the
determination of the Term the Landlord will:

         8.1      procure the transfer of the Deposit Fund to the transferee of
                  the reversion and assign the benefit and the burden of this
                  Deed to that transferee

         8.2      procure that the transferee of the reversion no later than
                  the date of the transfer covenants in a deed with the Tenant
                  to observe and perform the obligations of the Landlord under
                  this Deed including mutatis mutandis the provisions of this
                  clause 8

         8.3      On delivery of the deed of covenant referred to in clause 8.2
                  properly executed by such assignee to the Tenant the Landlord
                  (being the transferor) will cease to be liable for any
                  default in future compliance with any provision contained in
                  this Deed

9.       RELEASE OF DEPOSIT FUND

IF the Tenant has complied in all material respects with all the covenants and
conditions contained in the Lease and in this Deed then the Landlord will repay
the Deposit Fund without delay to the Tenant (or as the Tenant may direct) on
the earliest to occur of the following:

         9.1      a permitted assignment of the Lease by the Tenant

         9.2      one month after the expiration or sooner determination of the
                  Term and the Tenant having given up vacant possession of the
                  Premises

PROVIDED THAT (except where the Lease has determined by forfeiture re-entry or
disclaimer) the Landlord shall only be entitled to receive from the Deposit
Fund an amount to compensate it in respect of the matters referred to in Clause
6.1 and/or 6.2 and shall repay the balance of the Deposit Fund to the Tenant
without delay subject (in the case of any sum which needs to be ascertained) to
the Landlord having a reasonable and proper period in which to ascertain the
amount due

10.      GENERAL PROVISIONS

         10.1     The Deposit Fund will at all times be and remain the property
                  of the Tenant subject to the charge created by clause 5

         10.2     The Landlord's rights of re-entry contained in the Lease will
                  be exercisable on any default by the Tenant in compliance
                  with any provision contained in this Deed as well as on the
                  happening of any of the events mentioned in the Lease

         10.3     The provisions of this Deed will not in any way lessen or
                  affect the Tenant's obligations under the Lease or those of
                  any surety or lessen the Landlord's rights to take any action
                  or proceedings under the Lease in respect of any default by
                  the Tenant in complying with any of the covenants or
                  conditions contained in the Lease


                                       4
<PAGE>   6
         10.4     the rights of the Landlord under this deed are without
                  limitation to the rights of the Landlord pursuant to the lease

         10.5     the Tenant is not to be entitled to withhold money or fail to
                  perform any of its obligations under the Lease because of the
                  existence of the Deposit Balance or this deed, and

         10.6     the provisions of the Lease as to service of notices are to
                  apply to this deed mutatis mutandis

IN WITNESS whereof the parties have today executed this Deed

THE COMMON SEAL of
SOMMER HOLDINGS LIMITED
was affixed in the presence of:


         Director  /s/
                 ------------------------------------



         Director/Secretary  /s/
                           ------------------------------------



                                       5
<PAGE>   7
                                 [MUNDAYS LOGO]



                           DATED 21ST FEBRUARY, 2000


                          (1)  SOMMER HOLDINGS LIMITED

                   (2)  FLEXI INTERNATIONAL SOFTWARE LIMITED

                     (3)  FLEXI INTERNATIONAL SOFTWARE INC



                                    ORIGINAL

                                     LEASE

                                       OF

                             FIRST FLOOR OFFICES AT
                       TUDOR HOUSE KINGSWAY BUSINESS PARK
                        OLDFIELD ROAD HAMPTON MIDDLESEX
                                    TW12 2HD




                    Crown House                Hamilton House
                    Church Road, Claygate      1 Temple Avenue
                    ESHER                      LONDON
                    Surrey KT10 0LP            EC4Y 0HA
                    Tel: 01372 809000          Tel: 0171 437 8080
                    Fax: 01372 463782          Fax: 0171 437 8180
                           E-Mail: hub@mundays.co.uk


<PAGE>   8
                                     LEASE

                                     INDEX


CLAUSE:  1.       DEFINITIONS

CLAUSE:  2.       INTERPRETATION

CLAUSE:  3.       DEMISE AND RENTS

CLAUSE:  4.       TENANT'S COVENANTS

         4.1      Rents

         4.2      To pay interest on overdue moneys

         4.3      Outgoings

         4.4      Repairs

         4.5      Decorations

         4.6      Cleaning

         4.7      To yield up

         4.8      Entry by Landlord and others

         4.9      To comply with notices to repair

         4.10     Dangerous materials and use of machinery

         4.11     Overloading floors and services

         4.12     Sewers and drains

         4.13     Disposal of refuse

         4.14     Exhibiting articles

         4.15     Obstruction of Adjoining Property

         4.16     Prohibited Users

         4.17     User

         4.18     Nuisance

<PAGE>   9
         4.19     Alterations

         4.20     Signs and advertisements

         4.21     Encroachments and easements

         4.22     Alienation

         4.23     Registration of dispositions

         4.24     Landlord's costs

         4.25     Statutory requirements

         4.26     Planning

         4.27     Statutory notices

         4.28     Fire precautions and equipment

         4.29     To inform the Landlord of defects

         4.30     Reletting notices

         4.31     To indemnify the Landlord

         4.32     Landlord's regulations

         4.33     Value Added Tax

         4.34     Service Charge

         4.35     Matters Affecting Estate

CLAUSE:  5.       LANDLORD'S COVENANTS

         5.1      Quiet enjoyment

         5.2      To provide services

CLAUSE:  6.       INSURANCE

         6.1      Landlord to insure

         6.2      Landlord to produce evidence of insurance

         6.3      Destruction of the Demised Premises

         6.4      Frustration

         6.5      Payment of insurance moneys refused
<PAGE>   10
         6.6      Cesser of Rent

         6.7      Benefit of other insurances

         6.8      Insurance becoming void

         6.9      Requirements of insurers

         6.10     Notice by Tenant

         6.11     Excesses

CLAUSE:  7.       PROVISOS

         7.1      Forfeiture

         7.2      No implied easements

         7.3      No restrictions on dealing with Adjoining Property

         7.4      Enforcement of covenants in other leases

         7.5      No warranty as to permitted use

         7.6      No waiver

         7.7      Exclusion of statutory compensation

         7.8      Notices

         7.9      Disputes

         7.10     Exclusion Order

         7.11     Break Option

         7.12     Governing Law and Jurisdiction

CLAUSE:  8.       SURETY COVENANT

THE FIRST SCHEDULE         Rights and Easements granted

THE SECOND SCHEDULE        Rights and Easements Excepted and Reserved

THE THIRD SCHEDULE         Covenants by Surety

THE FOURTH SCHEDULE        Services

THE FIFTH SCHEDULE         Calculation of the Service Charge

<PAGE>   11

"A"

[FLOORPLAN OF FIRST FLOOR THAMESIDE HOUSE AND FIRST FLOOR OF TUDOR HOUSE]
<PAGE>   12

"B"

NATIONAL GRID PLAN                  TQ1269                    SECTION B
GREATER LONDON

                                    MAP OF
                        BOROUGH OF RICHMOND UPON THAMES

TITLE NO. TGL 23005

OFFICE COPY shows the state of the title plan on 24 January 2000 and is
admissible in evidence to the same (???_) as the original. This office copy of
the title plan may be subject to minor distortions in scale.
Issued on 25 January by the Telford District Land Registry.
Crown Copyright. Produced by HMLR. Further reproduction in whole or part is
prohibited without the prior written permission (???_) Ordnance Survey. License
Number GD272728.

<PAGE>   13
THIS LEASE made on the Date of Deed stated in the Particulars (as defined
below) BETWEEN the Parties to this Deed specified in the Particulars

WITNESSES in consideration of the rents reserved by and of the covenants
contained in this Lease as follows:

1.       DEFINITIONS

IN this Lease unless the context otherwise requires the following expressions
shall have the following meanings:

         1.1      "the Particulars" means the details and descriptions appearing
                  on the preceding pages headed "Lease Particulars" which
                  comprise part of this Lease

         1.2      "the Landlord" means the party named as "Landlord" in the
                  Particulars and includes the person for the time being
                  entitled to the reversion immediately expectant on the
                  determination of the Term

         1.3      "the Tenant" means the party named as "Tenant" in the
                  Particulars and includes the Tenant's successors in title and
                  assigns and in the case of an individual includes his personal
                  representatives

         1.4      "the Term" means the Term stated in the Particulars and
                  includes the period of any holding over or any extension or
                  continuation whether by statute or at common law

         1.5      "this Lease" means this Lease and any document which is made
                  supplemental to it or which is entered into pursuant to or in
                  accordance with the terms of it

         1.6      "the Demised Premises" means the Demised Premises as briefly
                  described in the Particulars including:

                  (A)      the internal faces (only) of all walls and columns
                           which enclose the same

                  (B)      the entirety of all walls and columns (other than
                           those which are structural or load bearing) and the
                           internal faces (only) of all structural or load
                           bearing walls and columns

                  (C)      the screed and finish (only) of the floors and the
                           internal faces (only) of the ceilings

                  (D)      window frames and all glass in the windows and all
                           doors and door frames

                  (E)      all Conduits exclusively serving the Demised
                           Premises except those belonging to the utility
                           companies

                  (F)      all fixtures and fittings plant machinery and
                           equipment now or in future in or upon the same
                           (excluding all tenant's and trade fixtures and
                           fittings)

                  (G)      all additions alterations and improvements



                                       3

<PAGE>   14
                  (H)      the staircase and stairwell leading from the ground
                           floor lobby

          1.7     "the Building" means the Building briefly described in the
                  Particulars and each and every part of it and all additions
                  alterations and improvements to it and all landlord's
                  fixtures fittings furnishings plant machinery and equipment
                  now or hereafter in or about the same

          1.8     "the Estate" means the estate known as Kingsway Business Park
                  including all parts of the Building (other than the Demised
                  Premises) and any land and/or buildings forming part of it
                  shown for the purpose of identification only edged green on
                  Plan "C"

          1.9     "the Insured Risks" means fire storm tempest and such other
                  risks as the Landlord may in its absolute discretion from
                  time to time determine subject to such exclusions excesses
                  and limitations as may be imposed by the insurers

         1.10     "Conduits" means all sewers drains pipes gulleys gutters
                  ducts flues watercourses channels subways wires cables and
                  other conducting media of whatsoever nature

         1.11     "Utilities" means water soil gas air electricity
                  telecommunications and other services and supplies of
                  whatsoever nature

         1.12     "the Planning Acts" means the Town and Country Planning Act
                  1990 the Planning (Listed Buildings and Conservation Areas)
                  Act 1990 the Planning (Hazardous Substances) Act 1990 the
                  Planning (Consequential Provisions) Act 1990 and the Planning
                  and Compensation Act 1991 and any subsequent legislation of a
                  similar nature

         1.13     "the Surety" means (as appropriate) the party named as Surety
                  in the Particulars and any surety who covenants with the
                  Landlord as required by to Clause 4.22(a)(ii)(bb)

         1.14     "the Deed of Covenant" means a deed dated 17th April 1989
                  made between Bride Hall Developments plc(1) Hampton Business
                  Court Limited(2) Forwell Design and Contracts plc(3)

         1.15     "the Transfer" means a transfer dated 17th April 1989 made
                  between the same parties as were parties to the Deed of
                  Covenant

         1.16     "the rents" means the sum or sums reserved as rent by this
                  Lease as more particularly defined and detailed at Clause 3


                                       4

<PAGE>   15

                                                                             "C"

                                [SITE PLAN MAP]


<TABLE>
<S>                                          <C>
                                             JOB
                                               PROPOSED NURSERY UNITS
                                               DEVELOPMENT
                                               118-126 OLDFIELD ROAD
                                               HAMPTON
                                             DRAWING
                                               SITE PLAN
                                             CLIENT
                                               BRIDEHALL LTD

                                             LISTER DREW & ASSOCIATES
                                               CHARTERED ARCHITECTS

                                             DAG. NO.          REV.
                                                2767/A SXI/01
                                             SCALE    DATE     -----
                                              ----    NOV 87   -----

</TABLE>

<TABLE>
SCHEDULE OF AREAS
GROSS EXTERNAL SQ. FT.

<CAPTION>
UNIT    GRD FLOOR    FIRST FLOOR     TOTAL
----    ---------    -----------    -------
<C>     <C>          <C>            <C>
 A        5200        4940            10140
 B        2765        2665            15430
 J        5474        5394            10868
 D           -           -                -
 E        2662        2558             5220
 F        3825        3695             7520
 G        1864        1776             3640
 H        1940           -             1940
 I        4070         865             4935
TOTAL    27800       21893            49693

</TABLE>
<PAGE>   16
2.       INTERPRETATION

UNLESS there is something in the subject or context inconsistent therewith:

         2.1      where two or more persons are included in the expression "the
                  Tenant" or "the Surety" the covenants contained in this Lease
                  which are expressed to be made by the Tenant shall be deemed
                  to be made by such persons jointly and severally

         2.2      words importing persons shall include firms companies and
                  corporations and vice versa

         2.3      any covenant by the Tenant not to do any act or thing shall
                  include an obligation not to permit or suffer such act or
                  thing to be done by anyone under the Tenant's control or at
                  the Demised Premises with the consent or by invitation from
                  the Tenant

         2.4      any reference to a statute (whether or not specifically named
                  in this Lease) shall include any amendment or re-enactment of
                  it for the time being in force and shall include all
                  instruments orders notices plans regulations bye-laws
                  permissions and directions for the time being made issued or
                  given under it or deriving validity from it

         2.5      the details and descriptions appearing in the Particulars
                  shall be included in and form part of this Lease

         2.6      references to any right exercisable by the Landlord or any
                  right exercisable by the Tenant in common with the Landlord
                  shall be construed as including (where appropriate) the
                  exercise of such right in common with all other persons having
                  a like right

         2.7      the titles or headings appearing in this Lease are for
                  reference only and shall not affect the construction of it

         2.8      any reference to a schedule (except where specifically
                  mentioned to the contrary) is reference to a schedule to this
                  Lease and any reference to a clause is to a clause in this
                  Lease

3.       DEMISE AND RENTS

THE Landlord at the request of the Surety DEMISES WITH FULL TITLE GUARANTEE to
the Tenant ALL THOSE the Demised Premises TOGETHER with the rights and
easements specified in the First Schedule but EXCEPT AND RESERVING the rights
and easements and other maters specified in the Second Schedule hereto SUBJECT
TO all rights easements quasi-easements and privileges belonging to or enjoyed
by the Estate TO HOLD the Demised Premises to the Tenant for the Term YIELDING
AND PAYING to the Landlord during the Term the following rents:


                                       5

<PAGE>   17
(1)      Yearly and proportionately for any fraction of a year from and
         including the Rent Commencement Date the rent specified in the
         Particulars to be paid (by bankers standing order if the Landlord so
         requires) by equal quarterly payments in advance on the four (4) usual
         quarter days in every year without any deduction or set-off whatsoever
         the first payment to be made on the Rent Commencement Date and to be in
         respect of the period from and including the Rent Commencement Date to
         the quarter day following the Rent Commencement Date

(2)      All sums (including any reasonable building insurance valuation fees
         incurred not more than once in any three years) which the Landlord may
         from time to time pay by way of premiums for insuring and keeping
         insured the Demised Premises against loss or damage by the Insured
         Risks and the other matters referred to in clause 6.1(a)(c) and (d)
         hereof or a fair and proper proportion of such sums if the Demised
         Premises are insured jointly with the Building in either case to be
         paid within 21 days of written demand accompanied by written evidence
         such sums are due and payable

(3)      The whole of the sums paid by the Landlord in effecting the loss of
         rent insurance referred to in Clause 6.1(b) such sums to be paid within
         21 days of written demand accompanied by written evidence such sums are
         due and payable

(4)      25% of the sums paid by the Landlord under the terms of the Deed of
         Covenant and/or the Transfer in respect of the services provided during
         the Term for the benefit of the Buildings on the Estate to the extent
         that the same are not included in the Service Charge

(5)      All other moneys payable by the Tenant to the Landlord as required by
         the covenants and other obligations on the part of the Tenant contained
         in this Lease

4.       TENANT'S COVENANTS

THE Tenant COVENANTS with the Landlord as follows:

         4.1      RENTS
                  To pay the rents at the times and in the manner stated

         4.2      TO PAY INTEREST ON OVERDUE MONEYS
                  Without prejudice to any other right remedy or power
                  contained in this Lease or otherwise available to the Landlord
                  if any of the rents (whether formally demanded or not) or any
                  other sum of money payable to the Landlord by the Tenant under
                  this Lease shall remain unpaid for more than twenty one (21)
                  days after the date when it becomes due to pay interest on it
                  at the Prescribed Rate from and including the date when became
                  due until the date on which payment is received (as well after
                  as before any judgment)


                                       6

<PAGE>   18
         4.3      OUTGOINGS

                  (A)      To pay and discharge all existing and future rates
                           taxes duties charges assessments impositions and
                           outgoings whatsoever (whether parliamentary parochial
                           local or of any other description and whether or not
                           of a capital or nonrecurring nature or of a wholly
                           novel character) which now are or may at any time
                           during the Term be charged levied rates assessed or
                           imposed upon or payable in respect of the Demised
                           Premises or upon the owner or occupier in respect of
                           it (except any occasioned by any dealing with the
                           reversion of this Lease and any due on the rental
                           income of its Landlord but for the sake of
                           clarification not excluding value added tax due or
                           charged on the rent)

                  (B)      To pay and discharge or repay to the Landlord in the
                           absence of direct assessment on the Tenant the
                           proportion properly attributable to the Demised
                           Premises of any such outgoings which may be payable
                           in respect of the Building (such proportion to be
                           fairly and reasonable determined by the Landlord)

         4.4      REPAIRS

                  (A)      To keep in good and substantial repair and condition
                           the whole of the Demised Premises and every part of
                           it AND as often as may be necessary to renew any of
                           the Landlord's fixtures and fittings in the Demised
                           Premises or substitute new ones of equivalent quality
                           and value to the reasonable satisfaction of the
                           Landlord (damage by the Insured Risks excepted unless
                           payment of the insurance moneys shall be withheld in
                           whole or in part by reason of any act neglect or
                           default of the Tenant or any person under its or
                           their control) PROVIDED THAT in the case of the
                           carpet the Tenant shall only be required to keep the
                           same in serviceable condition replacing any parts
                           which are removed or become damaged.

                  (B)      Not to commit any waste whether permissive or
                           voluntary in or upon the Demised Premises.

         4.5      DECORATIONS

                  In the last 6 months of the last year of the Term (whether
                  determined by effluxion of time or otherwise) in a proper and
                  workmanlike manner to prepare and paint (with two coats at
                  least of good quality paint) decorate or otherwise treat as
                  appropriate



                                       7
<PAGE>   19
                  all interior parts of the Demised Premises and as often as may
                  be reasonably necessary to wash down all tiles glazed bricks
                  and similar washable surfaces

         4.6      CLEANING

                  To keep the Demised Premises in a clean and tidy condition AND
                  at least once in a quarter during the Term properly to clean
                  all the inside of the windows and all other glass in the
                  Demised Premises

         4.7      TO YIELD UP

                  (A)      Immediately prior to the expiration or sooner
                           determination of the Term at the cost of the Tenant:

                           (I)      to replace any of the Landlord's fixtures
                                    and fittings which shall be missing broken
                                    damaged or destroyed with new ones of
                                    equivalent quality and value or (at the
                                    option of the Landlord) to pay to or
                                    reimburse the Landlord with the reasonable
                                    cost of replacing any of them subject to the
                                    same proviso as to carpeting as mentioned at
                                    Clause 4.4(c)

                           (II)     to remove from the Demised Premises any
                                    moulding sign writing or painting of the
                                    name or business of the Tenant or other
                                    occupiers and all tenant's fixtures and
                                    fittings furniture and effects and to make
                                    good to the reasonable satisfaction of the
                                    Landlord all damage caused by such removal

                           (III)    if so required by the Landlord but not
                                    otherwise to remove and make good all
                                    alterations or additions made to the Demised
                                    Premises during the Term and well and
                                    substantially to reinstate the Demised
                                    Premises in such manner as the Landlord
                                    shall reasonably direct

                  (B)      At the expiration or sooner determination of the Term
                           quietly to yield up the Demised Premises to the
                           Landlord in such good and substantial repair and
                           condition as shall be in accordance with the
                           covenants on the part of the Tenant contained in this
                           Lease

         4.8      ENTRY BY LANDLORD AND OTHERS

                  To permit the Landlord and its agents or surveyors with or
                  without workmen and others and all persons authorised by the
                  Landlord with all necessary materials and appliances at all
                  reasonable times during the Term upon reasonable prior written


                                       8
<PAGE>   20
                  notice (or without notice in case of emergency) to enter and
                  remain upon the Demised Premises for any of the following
                  purposes:

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

                  (B)      to execute any works of construction repair
                           decoration or of any other nature to the Building
                           and to carry out any repairs decorations or other
                           work which the Landlord must or may carry out under
                           the provisions of this Lease upon or to the Demised
                           Premises

                  (C)      for any other reasonable purpose connected with the
                           interest of the Landlord in the Demised Premises
                           including but not limited to valuing or disposing of
                           any interest of the Landlord

                  (D)      to exercise any of the rights excepted and reserved
                           by this Lease

          4.9     TO COMPLY WITH NOTICES TO REPAIR

                  To repair and make good to the reasonable satisfaction of the
                  Landlord all defects wants of repair and breaches of covenant
                  of which notice in writing shall be given to the Tenant by
                  the Landlord and for which the Tenant is liable under this
                  Lease within fifty (50) days of such notice or sooner if
                  requisite AND if the Tenant shall fail within fourteen (14)
                  days of such notice (or immediately in case of emergency) to
                  commence and then diligently and expeditiously to continue to
                  comply with such notice in all respects it shall be lawful
                  (but without prejudice to the right of re-entry and
                  forfeiture contained in this Lease) for the Landlord and its
                  agents surveyors and workmen to enter upon the Demised
                  Premises and to carry out all or any of the works referred to
                  in such notice and the cost of so doing an all expenses
                  incurred thereby shall be paid by the Tenant to the Landlord
                  on demand and in default of payment shall be recoverable as
                  rent in arrear

         4.10     DANGEROUS MATERIALS AND USE OF MACHINERY

                  (A)      Not to bring into or keep in the Demised Premises
                           any article or thing which is or might become
                           dangerous offensive combustible inflammable
                           radioactive or explosive or which might increase
                           the risk of fire or explosion or attack or in any
                           way injure by percolation corrosion or otherwise the
                           Demised Premises the Building or the Estate or
                           contravene any statute

                  (B)      Not to keep or operate in the Demised Premises any
                           engine or machinery of any kind which shall cause
                           any undue vibration or notice or is likely to

                                       9

<PAGE>   21
                           become a nuisance annoyance or disturbance to the
                           Landlord or the owners tenants or occupiers of the
                           Building or the Estate

         4.11     OVERLOADING FLOORS AND SERVICES

                  (A)      Not to do anything in the Demised Premises which may
                           throw on the Demised Premises or the Building any
                           weight or strain in excess of that which such
                           premises are calculated to bear with due margin for
                           safety

                  (B)      Not to overload the floors of the Demised Premises or
                           the Conduits in or to the Demised Premises or the
                           Building nor to suspend any excessive weight from the
                           roof ceilings walls or stanchions or the structure of
                           the Demised Premises

         4.12     SEWERS AND DRAINS

                  Not to pass into the Conduits serving the Demised Premises or
                  the Building any noxious or deleterious effluent or substance
                  whatsoever which might be or become a source of danger or
                  which might cause an obstruction in or injury to any such
                  Conduits or the Demised Premises the Building or the Estate

         4.13     DISPOSAL OF REFUSE

                  Not to deposit on the Estate any trade empties rubbish or
                  refuse of any kind other than in receptacles provided or as
                  designated by the Landlord and not to burn any rubbish or
                  refuse on the Demised Premises

         4.14     EXHIBITING ARTICLES

                  Not to place outside the Demised Premises or as the Estate any
                  articles goods or things of any kind and not to solicit for
                  customers or transact business outside the Demised Premises or
                  as the Estate

         4.15     OBSTRUCTION OF ADJOINING PROPERTY

                  Not to do anything whereby the Estate may be obstructed or
                  damaged in any manner whatsoever

         4.16     PROHIBITED USERS

                  Not to use the Demised Premises or any part of it for any
                  public or political meeting nor for any dangerous noisy
                  noxious or offensive trade or business whatsoever nor for any
                  illegal or immoral purpose nor for residential or sleeping
                  purposes

         4.17     USER

                  Not to use the Demised Premises except for the Permitted Use
                  as set out in the Particulars



                                       10

<PAGE>   22
         4.18     NUISANCE

                  Not to do anything in or about or in connection with the
                  Demised Premises or the Building which may be or become a
                  nuisance (whether indictable or not) or which may reasonably
                  cause damage annoyance inconvenience or disturbance to the
                  Landlord or the owners tenants or occupiers of the Estate

         4.19     ALTERATIONS

                  (A)     Not to make any structural alterations or additions
                          to the Demised Premises

                  (B)     Not to make any internal alterations or additions to
                          the Demised Premises without the consent in writing of
                          the Landlord (which consent shall not be unreasonably
                          withheld or delayed) PROVIDED ALWAYS that the Landlord
                          may as a condition of giving any such consent as
                          aforesaid require the Tenant to enter into such
                          covenants with the Landlord as the Landlord may
                          reasonably require as regards the execution of any
                          such works and the reinstatement of the Demised
                          Premises at the end or sooner determination of the
                          Term SAVE THAT the Tenant may at their own expense and
                          in a good and workmanlike manner install:-

                          (i)      a folding security gate on the outside of
                                   the external door leading to the emergency
                                   escape from the Demised Premises

                          (ii)     an air conditioning handling unit in the
                                   plant area behind the Building with
                                   associated pipework and cabling leading
                                   therefrom into the Demised Premises and

                          (iii)    demountable internal partitioning to form a
                                   boardroom in the Demised Premises

                          The Tenant (unless requested by the Landlord not to
                          do so) removing the same and re-instating the Demised
                          Premises at the expiry or earlier determination of
                          the Term

                  (C)     In the event of the Tenant failing to observe this
                          covenant it shall be lawful for the Landlord and its
                          agents or surveyors with or without workmen and others
                          and all persons authorised by the Landlord with all
                          necessary materials and appliances to enter upon the
                          Demised Premises and remove any alterations or
                          additions and execute such works as may be necessary
                          to restore the Demised Premises to their former state
                          and the proper cost and


                                       11
<PAGE>   23
                           expenses of so doing (including surveyors' and other
                           professional fees) shall be paid by the Tenant to the
                           Landlord on demand

         4.20     SIGNS AND ADVERTISEMENTS

                  Not to affix to or exhibit upon any part of the outside of
                  the Demised Premises or in or upon any window or door of it
                  any aerial placard hoarding advertisement notice poster or
                  other sign or thing whatsoever PROVIDED THAT the Tenant may
                  display signs in the position and on the basis specified in
                  paragraph 2 of the First Schedule which for the avoidance of
                  doubt shall include a brass plate or plaque in the entrance
                  hall next to the door leading to the staircase to the Demised
                  Premises and a sign outside the Building of equivalent
                  dimensions to the existing sign displayed outside the Building

         4.21     ENCROACHMENTS AND EASEMENTS

                  Not to stop up or obstruct any of the windows or lights
                  belonging to the Demised Premises nor to permit or suffer any
                  new window light opening doorway passage Conduit or other
                  encroachment or easement to be made into against upon or over
                  the Demised Premises or any part of it AND in case any person
                  shall attempt to make or acquire any encroachment or easement
                  whatsoever to give notice of it in writing to the Landlord
                  immediately the same shall come to the notice of the Tenant
                  AND not to give to any third party any acknowledgement that
                  the Tenant enjoys the access of light to any of the windows or
                  openings in the Demised Premises by the consent of such third
                  party nor to pay to such third party any sum of money nor to
                  enter into any agreement with such third party for the purpose
                  of inducing or biding such third party to abstain from
                  obstructing the access of light to any of such windows or
                  openings

         4.22     ALIENATION

                  (A)      In this clause the following expressions have the
                           following meanings that is to say:

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

                           (II)     an "Acceptable Tenant" means in the case of
                                    an assignment of this Lease a proposed
                                    assignee either

                                    (AA)     which has an address for service
                                             and assets which are in the
                                             reasonable opinion of the Landlord
                                             of a reasonable


                                       12
<PAGE>   24
                                             and appropriate nature and value
                                             within the jurisdiction of the
                                             English Courts or

                                    (BB)     (but only if the criteria in
                                             sub-clause (aa) are not satisfied)
                                             in respect of which either a surety
                                             having an address for service and
                                             assets which are in the reasonable
                                             opinion of the Landlord of a
                                             reasonable and appropriate nature
                                             and value within the jurisdiction
                                             of the English Courts shall before
                                             the assignment takes place have
                                             covenanted with the Landlord in the
                                             terms set out mutatis mutandis in
                                             the Third Schedule or in such other
                                             terms as the Landlord shall
                                             reasonably require or which has
                                             provided such reasonable
                                             alternative security by way of rent
                                             deposit bank guarantee or otherwise
                                             to the Landlord

                                    In the case of an underlease of whole of
                                    the Demised Premises or a Permitted Part a
                                    proposed undertenant either

                                    (CC)     which has an address for service
                                             and assets which are in the
                                             reasonable opinion of the Landlord
                                             of a reasonable and appropriate
                                             nature and value within the
                                             jurisdiction of the English Courts
                                             or

                                    (DD)     (but only if the criteria in
                                             subclause (cc) are not satisfied)
                                             in respect of which either a surety
                                             having an address for service and
                                             assets which are in the reasonable
                                             opinion of the Landlord of a
                                             reasonable and appropriate nature
                                             and value within the jurisdiction
                                             of the English Courts shall before
                                             the relevant underletting takes
                                             place have covenanted with the
                                             Landlord shall reasonably require
                                             or which has provided such
                                             reasonable alternative security by
                                             way of rent deposit bank guarantee
                                             or otherwise to the Tenant

                           (III)    "Authorised Guarantee Agreement" means an
                                   authorised guarantee agreement for the
                                   purposes of the 1995 Act in the case of an
                                   assignment of this Lease in such form as the
                                   Landlord shall reasonably require and


                                       13
<PAGE>   25
                                    otherwise in such other form as the Tenant
                                    shall require and the Landlord shall approve
                                    (such approval not to be unreasonably
                                    withheld)

                  (B)      Not to part with or share possession or occupation of
                           the whole or any part of the Demised Premises or hold
                           the same on trust for another or permit any company
                           or person to occupy the same save by way of an
                           assignment of the whole of the Demised Premises or an
                           underlease of the whole of the Demised Premises to an
                           Acceptable Tenant

                  (C)      Any underlease of the Demised Premises shall be at
                           the open market rent (without the payment of any fine
                           or premium or other additional consideration) having
                           regard to the general level of rents obtainable at
                           that time for comparable property in the area or in
                           other similar areas

                  (D)      Without prejudice to the foregoing provisions of this
                           sub-clause not to assign or charge the whole of the
                           Demised Premises or underlet the whole of the Demised
                           Premises without the previous written consent of the
                           Landlord (such consent not to be unreasonably
                           withheld or delayed) and Provided that without
                           prejudice to the foregoing and for the purposes of
                           Subsection (1A) of Section 19 of the Landlord and
                           Tenant Act 1927 (as amended by the 1995 Act) it is
                           hereby agreed that (a) for the avoidance of doubt the
                           Landlord may withhold consent to an assignment or
                           underletting while the proposed assignee or
                           undertenant is not an Acceptable Tenant and/or while
                           any rents properly due are unpaid and (b) any such
                           consent to an assignment may be subject to a
                           condition that the assignor is to enter into an
                           Authorised Guarantee Agreement and to a condition
                           that any surety (here meaning any person who shall
                           have covenanted with the Landlord whether in this
                           Lease or in any other document as surety or guarantor
                           for the obligations of the assignor) is to join in
                           the Authorised Guarantee Agreement to guarantee the
                           obligations of the assignor to the Landlord
                           thereunder

                  (E)      On any assignment of this Lease to procure that the
                           assignee enters into a direct covenant with the
                           Landlord for the duration of the Term granted
                           including the period of any holding over after the
                           expiry of the Term during which the assignee remains
                           in occupation of the Demised Premises or any part of
                           it (save if and to the extent that the assignee shall
                           earlier be released from the covenants on the part of
                           the tenant contained in this Lease pursuant to the
                           1995 Act) to observe and perform the covenants on the
                           part of the Tenant and the conditions contained in
                           this Lease



                                       14
<PAGE>   26
                  (F)      Prior to the grant of any underlease to procure that
                           the underlessee enters into a direct covenant with
                           the Landlord for the duration of the term of that
                           underlease to observe and perform the covenants on
                           the part of the underlessee contained in it (save if
                           and to the extent that the underlessee shall earlier
                           be released from the tenant covenants of the relevant
                           permitted underletting pursuant to the 1995 Act)

                  (G)      Upon the Landlord consenting to an underletting of
                           the whole of the Demised Premises to procure that
                           such underlease shall contain:-

                           (I)      An unqualified covenant on the part of the
                                    underlessee that the underlessee will not
                                    underlet or charge the whole or any part of
                                    the premises demised by the permitted
                                    underlease and otherwise will only assign
                                    the same with the prior written consent of
                                    the Landlord and the Tenant (such consent
                                    not to be unreasonably withheld or delayed)

                           (II)     A condition for re-entry on breach of any
                                    covenant on the part of the underlessee

                           (III)    Terms effectively excluding the provisions
                                    of Sections 24-28 (inclusive) of Part II of
                                    the Landlord and Tenant Act 1954 (as
                                    amended) under the provisions of Sections
                                    38(4)(a) of that Act and a Court Order
                                    authorising such exclusion shall be obtained
                                    and produced to the Landlord prior to any
                                    such underletting

         4.23     REGISTRATION OF DISPOSITIONS

                  Within twenty one (21) days of every disposition of or
                  relating to the Demised Premises to produce to and leave with
                  the Landlord or its solicitors a certified copy of the deed
                  instrument or other document evidencing or effecting such
                  disposition and on each occasion to pay to the Landlord or its
                  solicitors a reasonable registration fee being not less than
                  TWENTY POUNDS ((pound) 20) plus Value Added Tax PROVIDED THAT
                  registration of any such instrument or other document shall be
                  evidence of notification of such transaction to the Landlord
                  but shall not require the Landlord to consider the terms of
                  such transactions or the said deed instrument or other
                  document and shall not be evidence that it has done so

         4.24     LANDLORD'S COSTS

                  To pay on demand to the Landlord all reasonable costs charges
                  and expenses properly incurred by the Landlord including
                  without limitation solicitors' counsels' architects' and
                  surveyors' fees bailiffs' commission and other professional
                  costs and fees:


                                       15
<PAGE>   27
                  (A)      incidental to or in direct and reasonable
                           contemplation of the preparation and service of a
                           notice under Section 146 of the Law of Property Act
                           1925 or in direct and reasonable contemplation of any
                           proceedings under Sections 146 or 147 that Act
                           (whether or not any right of re-entry or forfeiture
                           has been waived by the Landlord or a notice served
                           under Section 146 is complied with by the Tenant or
                           the Tenant has been relieved under the provisions of
                           that Act and whether or not forfeiture is avoided
                           otherwise than by relief granted by the Court) AND to
                           indemnify the Landlord against all costs charges
                           expenses claims and demands whatsoever in respect of
                           such proceedings and the preparation and service of
                           such notice

                  (B)      incidental to or in direct and reasonable
                           contemplation of the preparation and service of all
                           notices and schedules relating to wants of repair
                           whether served during or after the expiration of the
                           Term (but relating in all cases only to such wants of
                           repair that accrued not later than whichever is the
                           later of the expiration or sooner determination of
                           the Term or the date that the Tenant vacates the
                           Demised Premises)

                  (C)      in connection with or in procuring the remedying of
                           the breach of any covenant by the Tenant contained in
                           this Lease

                  (D)      in relation to any application for consent required
                           by this Lease (such costs to include reasonable
                           management fees and expenses) whether or not the same
                           is granted or is lawfully refused

                  (E)      In the event of default in payment by the Tenant of
                           any of the sums referred to in the foregoing
                           provisions hereof the same shall be recoverable as
                           rent in arrear

          4.25    STATUTORY REQUIREMENTS

                  (A)      At the Tenant's own expense to observe and comply in
                           all respects with the provisions and requirements of
                           the Offices, Shops and Railway Premises Act 1963 the
                           Fire Precautions Act 1971 the Defective Premises Act
                           1972 the Health and Safety at Work, etc. Act 1974 and
                           every other statute already or in future in force or
                           prescribed or required by any public local or other
                           authority so far as they relate to or affect the
                           Demised Premises or any additions or alterations to
                           it or the user of it for any purpose or the
                           employment in it of any person or any fixture
                           machinery plant or chattel for the time being affixed
                           to it or being upon it or used for the purposes of it



                                       16
<PAGE>   28
                  (B)      To execute all works and provide and maintain all
                           arrangements which by or under any statute or by any
                           government department local authority or other public
                           authority or duly authorised officer or Court of
                           competent jurisdiction acting under or in pursuance
                           of any statute are or may be directed or required to
                           be executed provided or maintained upon or in respect
                           of the Demised Premises or any additions or
                           alterations to it or in respect of any user of it or
                           the employment in it of any person or any fixture
                           machinery plant or chattel and whether by the
                           landlord or tenant of it

                  (C)      To indemnify and keep indemnified the Landlord
                           against all costs charges and expenses of or
                           incidental to the execution of any works or the
                           provision or maintenance of any arrangements so
                           directed or required as mentioned

                  (D)      Not to do or omit to be done in or about the Demised
                           Premises any act or thing by reason of which the
                           Landlord may under any statute incur or have imposed
                           upon it or become liable to pay any penalty damages
                           compensation costs charges or expenses

                  (E)      Not to do anything in the Demised Premises or cause
                           it to be occupied in such a way as shall cause any
                           part of the Building not to comply with any statute

         4.26     PLANNING

                  (A)      In relation to the Tenant's use and occupation of the
                           Demised Premises to comply in all respects with the
                           Planning Acts and to keep the Landlord indemnified in
                           respect of them

                  (B)      Not to make any application for planning permission
                           or give any notice to any authority of the
                           commencement or carrying out of any development (or
                           give any notice of an intention to commence to carry
                           out the same)

                  (C)      To pay and satisfy any charge that may in future be
                           imposed under the Planning Acts in respect of the
                           carrying out by the Tenant of any of its operations
                           on the Demised Premises or the institution or
                           continuation by the Tenant of any use on it which may
                           constitute development within the meaning of the
                           Planning Acts

         4.27     STATUTORY NOTICES

                  Within seven (7) days (or sooner if requisite having regard to
                  the requirements of the notice in question or the time limits
                  stated in it) of the receipt of notice of the same to produce
                  to the Landlord a true copy and any further particulars
                  required by the


                                       17

<PAGE>   29
                  Landlord of any permission notice or order or proposal for a
                  notice or order relevant to the Demised Premises or to the
                  use or condition of it or otherwise concerning the Tenant
                  made given or issued to the Tenant or occupier by any
                  government department or local or public authority AND
                  without delay to take all reasonable or necessary steps to
                  comply with it AND ALSO at the request of the Landlord to
                  join with the Landlord in making such objections or
                  representations against or in respect of any such notice
                  order or proposal as aforesaid as the Landlord acting
                  reasonably shall deem expedient

         4.28     FIRE PRECAUTIONS AND EQUIPMENT

                  (A)      To comply with all requirements and recommendations
                           from time to time of the appropriate authority and
                           the insurers of the Building and the Landlord in
                           relation to fire precautions affecting the Demised
                           Premises

                  (B)      To keep the Demised Premises sufficiently supplied
                           and equipped with such fire fighting and
                           extinguishing appliances as shall from time to time
                           be required during the Term by any statute or by the
                           fire or other competent authority or the insurers of
                           the Building or as shall be reasonably required by
                           the Landlord and such appliances shall be open to
                           inspection and shall be maintained to the reasonable
                           satisfaction of the Landlord

                  (C)      Not to obstruct the access to or means of working any
                           fire fighting and extinguishing appliances or the
                           means of escape from the Demised Premises or the
                           Building in case of fire

         4.29     TO INFORM THE LANDLORD OF DEFECTS

                  Immediately upon becoming aware of the same to give written
                  notice to the Landlord of any defect in the Demised Premises
                  which might give rise to an obligation on the Landlord to do
                  or refrain from doing any act or thing so as to comply with
                  any statutory or common law duty of care now or in future
                  imposed on the Landlord and at all times to display and
                  maintain all notices which the Landlord may from time to time
                  reasonably require to be displayed in respect of them at the
                  Demised Premises

         4.30     RELETTING NOTICES

                  To permit the Landlord and its agents at all reasonable times
                  to enter upon the Demised Premises and to affix and retain
                  without interference upon any suitable part of the Demised
                  Premises in a conspicuous place during the last six (6) months
                  of the Term a notice for reletting the same and not to remove
                  or obscure such notice and to permit all persons authorised in
                  writing by the Landlord or its agents to view the


                                       18
<PAGE>   30

                  Demised Premises at all reasonable hours in the daytime
                  Mondays to Fridays (inclusive) upon prior appointment having
                  been made

         4.31     TO INDEMNIFY THE LANDLORD

                  To indemnify and keep indemnified the Landlord against all
                  damages losses costs expenses proceedings and liabilities
                  arising directly or indirectly out of the state of repair or
                  user of the Demised Premises by the Tenant or its Sub Tenants
                  or other permitted occupiers any breach of the Tenant's
                  covenants contained in this Lease or any failure by the Tenant
                  or its Sub Tenants or other permitted occupiers to comply with
                  the Planning Acts or any other statute and against any
                  liability for any tax levy charge or other fiscal imposition
                  of whatsoever nature including penalties and interest on
                  overdue tax (and penalties for failure to give appropriate
                  notices and information under statute) for which the Landlord
                  shall be liable as a result of any material development
                  carried out on the Demised Premises by the Tenant or its Sub
                  Tenants or other permitted occupiers and shall on demand pay
                  to the Landlord as rent in arrears the amount of any such sum
                  and interest thereon at the Prescribed Rate

         4.32     LANDLORD'S REGULATIONS

                  (A)      To comply in all respects with all reasonable
                           regulations made by the Landlord from time to time
                           for the management operation and security of the
                           Building and which are not inconsistent with the
                           rights granted by and the terms and provisions of
                           this Lease PROVIDED THAT the Landlord shall have
                           power to waive revoke amend or add to any such
                           regulations

                  (B)      to comply in all respects with all regulations made
                           by Hampton Business Park Ltd or its successors from
                           time to time for the management operation and
                           security of the Estate

         4.33     VALUE ADDED TAX

                  In addition to the rents charges costs fees and other payments
                  which are or shall be reserved or may become payable pursuant
                  to the provisions of this Lease ("the Payments") by or on
                  behalf of the Tenant to the Landlord or any person firm or
                  company acting on the Landlord's behalf to pay on demand any
                  Value Added Tax which is or may from time to time become
                  payable or be demanded in respect of the Payments and where
                  such supply is made by the landlord upon the production of a
                  proper value added tax invoice addressed to the Tenant and in
                  default of payment the same shall be recoverable as rent in
                  arrear


                                       19
<PAGE>   31
         4.34     SERVICE CHARGE

                  To pay and contribute within 14 days of the Landlord's
                  written demand a fair and reasonable proportion (to be
                  determined in the event of dispute by the Landlord's Surveyor)
                  of the costs and expenses incurred by the Landlord in
                  providing during the term the services specified in the Fourth
                  Schedule ("the Services") on the basis mentioned in the Fifth
                  Schedule

         4.35     To the extent that the same relate to or affect the Tenant's
                  use and occupation of the Demised Premises and/or the Tenant's
                  use of the common parts of the Estate to observe and perform
                  the covenants and restrictions contained in Clause 1(a) and
                  the First Schedule to the Deed of Covenant

5.       LANDLORD'S COVENANTS

The Landlord COVENANTS with the Tenant as follows:

         5.1      QUIET ENJOYMENT

                  That the Tenant paying the rents and performing and observing
                  the covenants and agreements on the part of the Tenant
                  contained in this Lease shall and may peaceably hold and enjoy
                  the Demised Premises during the Term without any interruption
                  by the Landlord or any person lawfully claiming through under
                  or in trust for it

         5.2      TO PROVIDE SERVICES

                  To provide the Services provided that the Landlord shall not
                  be liable to the Tenant for failure to do so due to
                  circumstances outside the Landlords control nor for any
                  temporary stoppage or non-working or other failure of any
                  plant or machinery or any other Services outside the
                  Landlord's control

         6.       INSURANCE

THE Landlord and the Tenant HEREBY COVENANT with each other as follows:

         6.1      LANDLORD TO INSURE

                  The Landlord shall insure and keep insured with some publicly
                  quoted insurance company or with Lloyd's Underwriters and
                  through such agency as the Landlord shall from time to time
                  decide:

                  (A)      the Building in the name of the Landlord subject to
                           such exclusions excesses and limitations as may be
                           imposed by the insurers in the full reinstatement
                           cost of the Building against loss or damage by the
                           Insured Risks including architects' surveyors' and
                           other professional fees (and value added tax thereon)
                           and expenses incidental thereto the cost of shoring
                           up demolition and site clearance and similar expenses


                                       20
<PAGE>   32
                  (B)      the loss of rent payable under this Lease or
                           reasonably estimated to be payable for such period
                           (being not more than three (3) years) as may be
                           reasonably required by the Landlord from time to time
                           having regard to the likely period required for
                           reinstatement of the Demised Premises in the event of
                           partial or total destruction

                  (C)      the explosion of any engineering and electrical
                           plant and machinery to the extent that the same is
                           not covered by paragraph (a) of this sub-clause

                  (D)      property owners' liability and such other insurances
                           as the Landlord may from time to time deem necessary
                           to effect

         6.2      LANDLORD TO PRODUCE EVIDENCE OF INSURANCE

                  At the request of the Tenant the Landlord shall produce to
                  the Tenant reasonable evidence from the insurers of the terms
                  of the policy of such insurance and the fact that the policy
                  is subsisting and in effect and that all due premiums have
                  been paid

         6.3      DESTRUCTION OF THE DEMISED PREMISES

                  If the Demised Premises or any part of it is destroyed or
                  damaged by any of the Insured Risks then:

                  (I)      unless payment of the insurance moneys shall be
                           refused in whole or in part by reason of any act or
                           default of the Tenant or any undertenant or any
                           person under its or their control and

                  (II)     subject to the Landlord being able to obtain any
                           necessary planning consents and all other necessary
                           licences approvals and consents which the Landlord
                           covenants to use its reasonable endeavours to obtain
                           and

                  (III)    subject to the necessary labour and materials being
                           and remaining available the Landlord shall lay out
                           the net proceeds of such insurance (other than any in
                           respect of loss of rent) in the rebuilding and
                           reinstatement of the premises so destroyed or damaged

         6.4      FRUSTRATION

                  If in the reasonable opinion of the Landlord for any reason
                  whatsoever the obligation of the Landlord to rebuild or
                  reinstate as aforesaid becomes impossible or impracticable of
                  performance such obligation shall be deemed to have been
                  discharged and the Landlord shall be solely entitled to all
                  moneys payable under or by virtue of any such insurances other
                  than in respect of public and third party liabilities and the
                  Landlord or the Tenant may at any time after that date by six
                  months notice in writing given to the other determine this
                  demise but without


                                       21
<PAGE>   33
                  prejudice to any claim by either party against the other in
                  respect of any antecedent breach of covenant

         6.5      PAYMENT OF INSURANCE MONEYS REFUSED

                  If the payment of any insurance moneys is refused in whole or
                  in part as a result of some act or default of the Tenant or
                  any undertenant or any person under its or their control the
                  Tenant shall pay to the Landlord on demand the amount so
                  refused with interest on it at the Prescribed Rate

         6.6      CESSER OF RENT

                  In case the Demised Premises or any part of it shall be
                  destroyed or damaged by any of the Insured Risks so as to
                  render the Demised Premises unfit for occupation and use and
                  the policy or policies of insurance shall not have been
                  vitiated or payment of the policy moneys refused in whole or
                  in part in consequence of some act or default of the Tenant or
                  any undertenant or any person under its or their control then
                  the rent first hereby reserved or a fair proportion of it
                  according to the nature and extent of the damage sustained
                  shall be suspended until the Demised Premises shall be again
                  rendered fit for occupation and use or the expiration of three
                  (3) years from the date of the destruction or damage
                  (whichever is the earlier) and any dispute regarding the
                  cesser of rent shall be referred to the award of a single
                  arbitrator to be appointed in default of agreement upon the
                  application of either party by or on behalf of the President
                  for the time being of the Royal Institute of Chartered
                  Surveyors in accordance with the provisions of the Arbitration
                  Act 1996 (as the same may be amended)

         6.7      BENEFIT OF OTHER INSURANCES

                  If the Tenant shall become entitled to the benefit of any
                  insurance on the Demised Premises which is not effected or
                  maintained in pursuance of the obligations contained in this
                  Lease then the Tenant shall apply all moneys received by
                  virtue of such insurance (insofar as the same shall extend) in
                  making good the loss or damage in respect of which the same
                  shall have been received

         6.8      INSURANCE BECOMING VOID

                  The Tenant shall not do anything whereby any policy or
                  policies of insurance for the time being in force in respect
                  of or including or covering the Demised Premises or the
                  Building against damage by any of the Insured Risks may become
                  void or voidable and of which the Landlord has previously
                  provided the Tenant with full written particulars or as a
                  result of which the rate of premium on it may be increased and

                                       22
<PAGE>   34
                  shall repay on demand to the Landlord all sums paid by way of
                  increased premiums and all expenses properly incurred by the
                  Landlord in or about the renewal of such policy or policies
                  rendered necessary by a breach of this covenant

         6.9      REQUIREMENTS OF INSURERS

                  The Tenant shall at all times comply with all the requirements
                  of the insurers so far as such requirements are known by the
                  Tenant

         6.10     NOTICE BY TENANT

                  Forthwith upon the happening of any event or thing against
                  which insurance has been effected by the Landlord occurring to
                  the Demised Premises the Tenant shall give notice of it to the
                  Landlord

         6.11     EXCESSES

                  The amount of any reasonable excess which may be imposed by
                  the insurers (or a fair proportion where the cover relates to
                  the Building) shall be payable by the Tenant to the Landlord
                  on demand (and for this purpose an excess of up to (pound)500
                  in respect of any one claim or event shall be deemed to be
                  reasonable)

7.       PROVISOS

PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:

         7.1      FORFEITURE

                  (A)      In this clause a "Forfeiting Event" is any of the
                           following:

                           (i)      any of the rents reserved by this Lease is
                                    outstanding for fourteen days after becoming
                                    due whether formally demanded or not

                           (ii)     a breach by the Tenant of any of the
                                    provisions of this Lease

                           (iii)    the Tenant is Insolvent

                           (iv)     the Surety is Insolvent

                  (B)      In this clause "Insolvent" means:

                           (i)      in relation to a company any of the
                                    following:

                                    (aa)     it is deemed unable to pay its
                                             debts as defined in the Insolvency
                                             Act 1986 (referred to in this
                                             clause as "the Act") section 123

                                    (bb)     a proposal is made for a voluntary
                                             arrangement under Part I of the Act

                                    (cc)     a petition is presented for an
                                             administration order under Part II
                                             of the Act or


                                       23

<PAGE>   35
                                    (dd)     a receiver, administrative
                                             receiver or manager is appointed
                                             under (without limitation) Part III
                                             of the Act or the Law of Property
                                             Act section 101

                                    (ff)     a provisional liquidator is
                                             appointed under section 135 of the
                                             Act

                                    (gg)     a proposal is made for a scheme of
                                             arrangement under the Companies Act
                                             1985 section 425

                           (ii)     in relation to an individual any of the
                                    following:

                                    (aa)     an application is made for an
                                             interim order or a proposal is made
                                             for a voluntary arrangement under
                                             Part VIII of the Act

                                    (bb)     a bankruptcy petition is presented
                                             to the court or his circumstances
                                             are such that a bankruptcy petition
                                             could be presented under Part IX of
                                             the Act

                                    (cc)     he enters into a deed of
                                             arrangement

                                    (dd)     a receiver of the income of the
                                             Demised Premises is appointed under
                                             the Law of Property Act section 101

                                    Whenever a Forfeiting Event exists the
                                    Landlord may enter the Demised Premises (or
                                    any part of them) at any time even if a
                                    previous right of re-entry has been waived
                                    and then the term will end but without
                                    affecting any rights that either party may
                                    have against the other including (without
                                    limitation) the breach under which the
                                    re-entry is made

         7.2      NO IMPLIED EASEMENTS

                  Nothing contained in this Lease shall operate expressly or
                  impliedly to confer upon or grant to the Tenant any easement
                  right or privilege other than those expressly hereby granted
                  and set out in the First Schedule

         7.3      NO RESTRICTIONS ON DEALING WITH ADJOINING PROPERTY

                  Notwithstanding anything contained in this Lease the Landlord
                  and all persons authorised by it shall have power without
                  requiring any consent from or making any compensation to the
                  Tenant to deal as it or they may think fit with the remainder
                  of the Building and the Estate and to erect or suffer to be
                  erected on it or on any part of it any buildings or structures
                  whatsoever and to make any alterations or additions and carry
                  out any demolition or rebuilding whatsoever which it or they
                  may think fit and (without prejudice to the generality
                  thereof) whether such buildings alterations or additions shall
                  or shall not affect or diminish the light or air which may now
                  or at any time during the Term be enjoyed by the Demised
                  Premises PROVIDED THAT


                                       24
<PAGE>   36
                  the exercise of this right shall not materially affect the
                  use and enjoyment of the Demised Premises by the Tenant and
                  the expense of any of the easements granted by the First
                  Schedule hereto

         7.4      ENFORCEMENT OF COVENANTS IN OTHER LEASES

                  The Landlord shall be entitled to lease any other part or
                  parts of the Building subject to any terms or conditions the
                  Landlord may think fit and nothing herein contained shall be
                  deemed to create a letting scheme for the Building or any part
                  of it and the Tenant shall not have the benefit of or the
                  right to enforce or to have enforced or to prevent the release
                  or modification of any covenant agreement or condition entered
                  into by any present or future tenant of any part of the
                  Building

         7.5      NO WARRANTY AS TO PERMITTED USE

                  Nothing contained in this Lease shall imply or warrant that
                  the Demised Premises may be used for any of the purposes
                  authorised by the Lease under the Planning Acts and the Tenant
                  hereby acknowledges and admits that the Landlord has not given
                  or made at any time any representation or warranty that any
                  such uses are or shall remain permitted uses under the
                  Planning Acts and that notwithstanding that any such uses
                  might not be permitted uses under the Planning Act the Tenant
                  shall remain fully bound and liable to the Landlord in respect
                  of the obligations undertaken by the Tenant in this Lease
                  without being entitled to any compensation recompense or
                  relief of any kind whatsoever

         7.6      NO WAIVER

                  Notwithstanding the acceptance of or demand for rent by the
                  Landlord or its agent with knowledge of a breach of any of the
                  covenants on the part of the Tenant herein contained the
                  Landlord's right to forfeit this Lease on the ground of such
                  breach shall remain in force and the Tenant shall not in any
                  proceedings for forfeiture be entitled to rely upon any such
                  acceptance or demand as a defence PROVIDED THAT this provision
                  shall have effect in relation only to an acceptance of or
                  demand for rent made during such period (if any) as may in all
                  the circumstances be reasonable for enabling the Landlord to
                  conduct any negotiations with the Tenant for remedying the
                  breach which shall have been commenced by either party upon
                  the Landlord becoming aware of the said breach

         7.7      EXCLUSION OF STATUTORY COMPENSATION

                  Except where any statutory provision prohibits or modifies
                  the right of the Tenant to compensation being excluded or
                  reduced by agreement neither the Tenant nor any


                                       25

<PAGE>   37

                  undertenant (whether immediate or note) shall be entitled on
                  quitting the Demised Premises or any part thereof to claim any
                  compensation from the Landlord under the Landlord and Tenant
                  Act 1954

         7.8      NOTICES

                  (A)      Any demand or notice required to be made given to or
                           served on the Tenant or the Surety shall be duly and
                           validly made given or served if addressed to the
                           Tenant or the Surety (and if there shall be more than
                           one of them then any one of them) and left at or sent
                           by prepaid registered or recorded delivery mail
                           addressed (in the case of a company incorporated in
                           the UK) to its registered office or (whether a
                           company or individual) its last known address or the
                           Demised Premises or the address stated for the
                           purpose of service in the Particulars

                  (B)      Any notice required to be given to or served on the
                           Landlord shall be duly and validly given or served if
                           sent by prepaid registered or recorded delivery mail
                           addressed to the Landlord (in the case of a Company
                           incorporated in the UK) at its registered office or
                           (whether a company or an individual) to the latest
                           address of the Landlord of which the Tenant was given
                           notice in writing or where the Landlord is a Company
                           incorporated outside the UK by pre-paid letter post
                           addressed to the Landlord at the last address of the
                           Landlord known to the Tenant.

                  (C)      Any demand or notice sent by mail shall be
                           conclusively treated as having been made given or
                           served on the second working day after the day of
                           posting

         7.9      DISPUTES

                  Any dispute arising between the Tenant and the owners and
                  occupiers of the Estate (other than the Landlord) as to any
                  Conduit or any easement right or privilege in relation to the
                  Demised Premises or the or as to any party or other wall shall
                  (if the Landlord so requires) be determined on behalf of the
                  Tenant by a Surveyor to be appointed by the Landlord and whose
                  decision shall bind the Tenant and whose fees shall be payable
                  as he may direct

         7.10     EXCLUSION ORDER

                  Having been authorised to do so by an Order of the Mayor's and
                  City of London Court (Number M4072411) made on 16 February
                  2000 under the provisions of Section 38(4) of the Landlord and
                  Tenant Act 1954 (as amended by Section 5 of the Law of


                                       26
<PAGE>   38
                  Property Act 1969) the Lessor and the Lessees agree and
                  declare that the provisions of Section 24-28 inclusive of that
                  Act shall be excluded in relation to this Lease

         7.11     BREAK OPTION

                  (1)      The Tenant may determine the Term at the expiry of
                           the third year of the Term by giving to the Landlord
                           not less than six months' notice in writing to that
                           effect expiring on that date and on the expiration of
                           such notice the Term and this Lease shall be at an
                           end but subject to:

                           --       the Tenant paying the rents firstly secondly
                                    and thirdly reserved by clause 1 above up to
                                    the date of expiry of the notice

                           --       the Tenant yielding up vacant possession of
                                    the Demised Premises on expiry of the notice

                           --       the Tenant paying to the Landlord together
                                    with service of the notice the sum of
                                    L20,000

                  (2)      The Landlord may determine the Term at the expiry of
                           the third year of the Term by giving to the Tenant
                           not less than six months' notice in writing to that
                           effect expiring on that date and on the expiration of
                           such notice the Term and this Lease shall be at an
                           end subject to the Landlord paying to the Tenant
                           together with service of the notice the sum of
                           (pound)20,000 or confirming in writing with service
                           of that notice that during the Tenant's use and
                           occupation of the Demised Premises for the final 6
                           months of the Term the Tenant will not be required to
                           pay the rent first reserved by this Lease

                  (3)      The termination of this Lease in accordance with this
                           clause will be without prejudice to any claim by
                           either party against the other in respect of any
                           antecedent breach of covenant

         7.12     GOVERNING LAW AND JURISDICTION CLAUSES

                  7.12.1   This Lease is governed by English Law

                  7.12.2   Each of the parties to this Lease irrevocably agrees
                           that the courts of England shall have exclusive
                           jurisdiction to hear and decide any suit action or
                           proceedings and/or to settle any disputes which may
                           arise out of or in connection with this Lease
                           (respectively "PROCEEDINGS" and "DISPUTES") and for
                           these purposes each party irrevocably submits to the
                           jurisdiction of the courts of England

                  7.12.3   Each party irrevocably waives any objection which it
                           might at any time have to the courts of England being
                           nominated as the forum to hear and decide


                                       27
<PAGE>   39
                           any Proceedings and to settle any Disputes and agrees
                           not to claim that the courts of England are not a
                           convenient or appropriate forum for any such
                           Proceedings or Disputes and further irrevocably
                           agrees that a judgment in any Proceedings or Dispute
                           brought in any court referred to in this clause shall
                           be conclusive and binding upon the parties and may be
                           enforced in the courts of any other jurisdiction.

                  7.12.4   Without prejudice to any other permitted mode of
                           service the parties agree that service of any writ
                           notice or other document for the purpose of any
                           Proceedings begun in England shall be duly served
                           upon if it delivered or sent by registered post in
                           the case of:-

                           (a)      the Landlord to Thameside House Kingsway
                                    Business Park Oldfield Road Hampton
                                    Middlesex TW12 2HD (marked for the attention
                                    of Paul Sommer

                           (b)      the Tenant to the Demised Premises (marked
                                    for the attention of the Managing Director)
                                    and

                           (b)      the Surety to 2 Enterprise Drive Shelton
                                    Connecticut 06484 USA (marked for the
                                    attention of the Chief Executive Officer)

                           Or such other person and address in England and/or
                           Wales as the Surety shall notify the Landlord in
                           writing or vice versa from time to time

8.      SURETY COVENANT

IN consideration of the Landlord granting this Lease at the request of the
Surety the Surety covenants with the Landlord as a primary obligation in the
terms of the Third Schedule

This Lease is executed as a deed which is delivered on the day and year first
specified in the Particulars




                                       28
<PAGE>   40
                               THE FIRST SCHEDULE

                    RIGHTS GRANTED TO THE TENANT AND OTHERS

1.       The right for the Tenant and any agents servants employee licensee or
         invitee of the Tenant in common with the Landlord and those authorised
         by the Landlord and all others having the same right for all purposes
         connected with the Demised Premises but not for any other purposes to
         pass and re-pass on foot only at all times over and along the entrance
         hall or lobby of the Building

2.       The right to place and retain in the entrance hall or lobby and on the
         outside wall of the Building and at the entrance to the Demised
         Premises suitable nameplates and/or boards and/or company logo of a
         design and size and in positions to be approved in writing by the
         Landlord from time to time such consent not to be unreasonably withheld
         or delayed displaying the name of the Tenant and any other lawful
         occupants of the Demised Premises

3.       Such right of support and protection for the benefit of the Demised
         Premises as is now enjoyed from the rest of the Building

4.       The right to the free and uninterrupted passage and running of water
         soil gas and electricity through the Conduits Media which may now or at
         any time during the Term serve the Demised Premises and pass in under
         through or over the Building

5.       The rights granted for the benefit of the Building as referred to in
         the Transfer

6.       The exclusive right to use 7 car parking spaces within the car park
         serving the Building for the parking of private motor cars or light
         vans such spaces to be designated by the Landlord in writing from time
         to time but subject to the observance of such reasonable regulations as
         the Landlord may from time to time make in relation to the use of the
         car park




                                       29
<PAGE>   41
                              THE SECOND SCHEDULE

             EXCEPTION AND RESERVATIONS TO THE LANDLORD AND OTHERS

1.       The full free and uninterrupted right of passage and running of water
         soil gas electricity and other services from and to other parts of the
         Building and any adjoining adjacent or neighbouring property which may
         now or hereafter during the Term belong to the Landlord through the
         Conduits which are now or may at any time during the Term be upon over
         through or under the Demised Premises with the right to construct and
         maintain new Conduits and to connect thereto for the benefit of any
         such adjoining adjacent or neighbouring property with the right at any
         time but (except in cases of emergency) after giving reasonable notice
         to enter the Demised Premises for the purpose of inspecting maintaining
         cleansing repairing renewing rebuilding or relaying any Conduits

2.       The right to build on develop deal with and use any other parts of the
         Building and any adjoining adjacent or neighbouring property retained
         by the Landlord in such manner as the Landlord thinks fit even though
         the amenity of the Demised Premises or the access of light or air
         thereto may be lessened thereby (but not so as to prevent the exercise
         of the easements granted by the First Schedule to this Lease) and
         without paying any compensation to the Tenant and also the right to
         build on or into or to underpin any party wall or structure and after
         giving reasonable prior notice to enter the Demised Premises to place
         and lay on under and upon the same such footings for any intended party
         wall or party structure with the foundations therefor as the Landlord
         shall think proper and a right of entry from time to time to inspect
         maintain repair renew or rebuild the same.

3.       The right at reasonable times and on reasonable notice (except in
         emergency) to enter the Demised Premises for the purposes of:

         (i)      inspecting the condition and state of repair thereof

         (ii)     carrying out any works (whether or repair or otherwise) for
                  which the Landlord or the Tenant is liable under this Lease

         (ii)     carrying out any works (whether or repair or otherwise) to
                  any other parts of the Building and any property adjoining
                  adjacent or neighbouring to the Demised Premises or to any
                  party structure sewer drain or other thing used or capable of
                  being used by the Tenant in common with others PROVIDED THAT
                  such right shall only


                                       30
<PAGE>   42
                  be exercised if it shall not be reasonably practicable to
                  carry out such works without entering on to the Demised
                  Premises

         (iv)     exercising any of the Landlord's rights under this Lease

4.       The right to erect scaffolding on or adjoining the Demised Premises for
         the purpose of repairing or cleaning the exterior of the Building or
         for the purpose of exercising any of the Landlord's rights under this
         Lease notwithstanding that such scaffolding may temporarily interfere
         (but not prevent) with the access to or enjoyment and use of Demised
         Premises BUT PROVIDED THAT reasonable efforts are made to ensure that
         such scaffolding causes minimal avoidable interference with such access
         and enjoyment

5.       The rights of light air support and shelter and all other easements
         and rights now or hereafter belonging to or enjoyed by all adjoining
         adjacent or neighbouring property an interest wherein in possession or
         reversion is at any time during the Term vested in the Landlord

6.       The exceptions and reservations contained in the Transfer

         PROVIDED ALWAYS THAT in the case of any such entry under the provisions
         of this Schedule the Landlord shall use its reasonable endeavours to
         ensure that any avoidable interference to the Tenant and the Tenant
         business are kept to a minimum and any damage to the Demised Premises
         and the Tenant's chattels is made good by the Landlord without delay
         to the Tenant's reasonable satisfaction

                               THE THIRD SCHEDULE
                            COVENANTS BY THE SURETY

(1)      The Tenant or the Surety shall pay the rents and all other sums
         reserved and made payable by this Lease in the manner and at the
         respective times appointed for payment thereof and shall perform and
         observe all the covenants on the part of the Tenant and the conditions
         and provisions contained in this Lease AND the Surety hereby
         indemnifies the Landlord against all proper claims demands losses
         damages costs and expenses whatsoever sustained by the Landlord by
         reason of or arising out of any default by the Tenant in the payment of
         the said rents or other sums in the manner aforesaid or in the
         performance or observance by the Tenant of any of the said covenants
         conditions and provisions PROVIDED ALWAYS that any


                                       31
<PAGE>   43
         neglect delay or forbearance of the Landlord in enforcing or giving
         time to the Tenant for payment of the said rents or other sums or the
         performance or observance of any of the said covenants conditions and
         provisions or any variation in the terms of this Lease or the transfer
         of the Landlord's reversion or the assignment of this Lease or the
         release of any one of the persons acting as the Surety (if more than
         one) from liability under this Lease or any other act omission matter
         or thing whatsoever whereby (but for this provision) the Surety would
         be exonerated either wholly or in part from this covenant and indemnity
         (other than a release under seal given by the Landlord) shall not
         release or in any way lessen or affect the liability of the Surety
         hereunder

(2)      If this Lease is forfeited or if the Tenant being a company goes into
         liquidation and the liquidator disclaims the Lease or the Tenant is
         wound-up or ceases to exist or if the Tenant being an individual
         becomes bankrupt and the trustee in bankruptcy disclaims the Lease or
         if this Lease is disclaimed by or on behalf of the Tenant under any
         statutory or other power then if the Landlord so requires by notice in
         writing to the Surety given within three months of such event the
         Surety shall accept from and execute and deliver to the Landlord a
         counterpart of a new lease of the demised premises for a term
         commencing on the date of such forfeiture disclaimer or other event
         putting an end to the effect of this Lease as aforesaid and continuing
         for the residue then remaining unexpired of the term granted by this
         Lease such new lease to be at the cost of the Surety and to reserve the
         same rents and other sums as are then reserved and made payable by this
         Lease and to be subject to the same covenants conditions and provisions
         as are contained in the Lease (with the exception of this clause)

(3)      If the Landlord shall not require the Surety to take a new lease of the
         demised premises pursuant to paragraph (2) above the Surety shall
         nevertheless upon demand pay to the Landlord a sum equal to the rents
         and all other outgoings that would have been payable under this Lease
         but for the forfeiture the disclaimer or other event as aforesaid in
         respect of the period from and including the date of the forfeiture the
         disclaimer or other event as aforesaid until the expiration of twelve
         (12) months therefrom or until the demised premises shall have been
         re-let by the Landlord (whichever shall first occur)

(4)      In the event that the Tenant assigns this Lease the Surety shall enter
         into the authorised guarantee agreement required by the Landlord so as
         to guarantee the performance by the Tenant of the Tenant's covenants
         contained therein


                                       32
<PAGE>   44
                              THE FOURTH SCHEDULE

                                  THE SERVICES

The Services shall include all or any of the following:-

         (a)      Repairing maintaining cleansing and where reasonably necessary
                  during the Term rebuilding replacing renewing and (where
                  appropriate) lighting the roofs foundations external main
                  walls and structure party walls and party structures and the
                  Conduits (not exclusively serving the Demised Premises) of the
                  Building and the Landlord's fixtures and fittings used in
                  common by the Tenant and other occupiers of the Building and
                  the electrical installations so far as any such are not the
                  sole liability of any particular lessee or occupier in the
                  Building.

         (b)      Redecorating the exterior of the Building as often as the
                  Landlord shall feel is reasonably necessary not more often
                  than once in every 3 years (save in respect of the external
                  timberwork where such may be carried out not more often than
                  every 2 years)

         (c)      (i)      The supply of heating (so far as is practicable from
                           the existing installation and the layout of the
                           Demised Premises at the date hereof) between the
                           hours of 8.00 and 19.00 hours on every weekday except
                           Saturdays and between the hours of 8:00 and 13.00
                           hours on every Saturday in the months of January
                           February March April October November and December
                           and (in the Landlord's discretion) during other
                           periods in the event of inclement weather (but not on
                           any Bank or other general public holiday or on any
                           other day which may be observed as a general holiday)
                           and further the supply of hot water during the said
                           hours throughout the year within the capacity of the
                           existing installation from time to time and the
                           maintenance and operation of the boiler and all
                           associated plant and its replacement.
                  (ii)     The supply of air conditioning (so far as is
                           practicable from the existing installation and the
                           layout of the Demised Premises at the date hereof) at
                           such times as the Landlord shall acting reasonably
                           determine

         (d)      Cleaning lighting and maintenance of the common areas and
                  cleaning the outside of the windows of the Building (including
                  the Demised Premises)


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<PAGE>   45
         (e)      the cultivation of any existing planted landscaped or grassed
                  areas within the curtilage of the Building

         (f)      maintaining the fire alarms in and around the Building at all
                  times

         (g)      the cost of and incidental to doing and executing or causing
                  to be done and executed all such acts and things and works as
                  are or may be under or by virtue of any Act or Acts of
                  Parliament for the time being in force or any instrument
                  regulation or order made thereunder be directed or required to
                  be done or executed upon or in respect of the Building or any
                  part thereof or the user thereof or employment or residence
                  therein of any person or persons or fixtures or fittings
                  chattels goods machinery plant or other things thereon save
                  where such acts and things and works are the responsibility of
                  any tenant for the time being under a lease of any part of the
                  Building or where the Landlord occupies part of the Building
                  would be such Tenant's responsibility if the Landlord as such
                  Tenant had entered into a lease in the form of this lease of
                  such part

         (h)      all reasonable fees charges and expenses in respect of the
                  administration and management of the Building or payable to
                  any professional adviser whom the Landlord may from time to
                  time reasonably and properly employ in connection with the
                  administration or management of the Building including
                  (without prejudice to the generality of the foregoing) the
                  costs of preparing and causing to be prepared a certified
                  statement of the Total Service Cost (as referred to in the
                  Fifth Schedule) and auditing the same PROVIDED that if the
                  Landlord shall fulfill any such functions itself the Landlord
                  shall be entitled to charge a reasonable fee therefor not
                  exceeding ten per cent of such amounts

         (i)      the premiums payable in respect of an insurance policy or
                  policies:

                  (i)      for the Building (but excluding the Demised Premises
                           and any other part of the Building which is let or
                           intended for letting) against the Insured risks

                  (ii)     against all liabilities obligations actions
                           proceedings costs claims demands penalties
                           compensation loss damage damages and expenses of
                           whatsoever nature which may from time to time be
                           reasonably attributable to the Landlord and arise
                           directly or indirectly out of the provision of any of
                           the Services or the maintenance management or
                           administration of the Building



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<PAGE>   46
         (j)      the reasonable cost of carrying out all other work or
                  providing goods and services of any kind whatsoever which the
                  Landlord may from time to time reasonably consider necessary
                  or desirable for the purpose of maintaining the Building
                  including (without prejudice to the generality of the
                  foregoing) such sum as the Landlord shall in its discretion
                  think fit as being a reasonable provision for expenditure
                  likely to be incurred during the period of 12 months following
                  the expiry of the Accounting Period in connection with the
                  matters mentioned in this Schedule

         (k)      all existing future rates taxes charges assessments duties
                  impositions and outgoings whatsoever whether parliamentary
                  parochial local or of any other description which are now or
                  shall at any time during the Term be rated taxed charged
                  assessed imposed upon or payable in respect of the Building or
                  any part thereof (but excluding the Demised Premises or any
                  part of the Building which is let or intended to be let or is
                  occupied by the Landlord) or upon or payable by either the
                  owner or occupier in respect thereof including (but without
                  prejudice to the generality of the foregoing) value added tax
                  or any similar or substituted tax and any such rates taxes
                  charges assessments duties impositions and outgoings which may
                  be attributable to the Building in respect of any premises
                  property land thing or facility which is or are used or
                  capable or being used for the benefit of the Building

         (l)      All and any costs properly payable by the Landlord:-

                  (i)      to Hampton Business Court Limited (or its successors
                           in title) pursuant to Clause 1(c) of the Deed

                  (ii)     to Bride Hall Developments Limited (or its successors
                           in title) pursuant to the matters referred to in the
                           First Schedule to the Transfer


                               THE FIFTH SCHEDULE
                       CALCULATION OF THE SERVICE CHARGE

1.       In this Schedule the words "Accounting Period" mean the period from 1st
         day of October in any year to the 30th day of September in any
         following year or such other period (be it of twelve months duration or
         more (but not exceeding 18 months) or less) as the Landlord may from
         time to time specify in the Landlord's absolute discretion by notice in
         writing to the Tenant and the words "First Accounting Period" refer to
         the Accounting Period over the years 2000-2001



                                       35
<PAGE>   47

2.       The Service Charge shall be 25% of the total costs of the Services
         ("The Total Service Cost") and shall be made up and consist of the
         following sums payable at the time and in the manner indicated:-

         (a)      in respect of the First Accounting Period the Tenant shall pay
                  on account of the Service Charge the sum of (pound)6840 Per
                  annum by equal quarterly payments in advance on the usual
                  quarter days the first of such payments in respect of the
                  period from the commencement of the First Accounting Period to
                  the quarter day next following the date hereof to be made on
                  or before the date hereof

         (b)      in respect of any Accounting Period after the First Accounting
                  Period the Landlord shall on or about the last day of the last
                  preceding Accounting Period (or as soon thereafter as may be
                  convenient to the Landlord) give to the Tenant notice in
                  writing of the Landlord's estimated Total Service Cost for the
                  Accounting Period in question and the estimated Service Charge
                  and the Tenant shall then pay such estimated Service Charge to
                  the Landlord on account of the Service Charge for the
                  Accounting Period in question by equal quarterly payments in
                  advance on the usual quarter days save that where any of the
                  quarter days for the Accounting Period in question have
                  elapsed prior to the service of such notice the Tenant shall
                  within fourteen days of the service of such notice pay to the
                  Landlord a lump sum equal to the proportion of the estimated
                  Service Charge which would otherwise have been attributable to
                  and payable in advance on any such quarter days

         (c)      The Landlord shall as soon as reasonably possible after the
                  end of each Accounting Period prepare and deliver to the
                  Tenant a certified statement of the Total Service Cost for
                  such Accounting Period and the sum determined by the
                  Landlord's Surveyor to be the Service Charge for such
                  Accounting Period and the Tenant shall with the rent due on
                  the next following quarter day pay to the Landlord any balance
                  shown by such certified statement to be due from the Tenant as
                  being in excess of any sums received by the Landlord on
                  account of the Service Charge under the provisions of this
                  Schedule and in the event of any such sums received on account
                  exceeding the Service Charge the Landlord shall retain the
                  amount of the excess on account of any future Service Charge
                  payable by the Tenant to the Landlord under the provisions
                  hereof


                                       36
<PAGE>   48
         (d)      If in any Accounting Period the Landlord in the reasonable
                  exercise for the Landlord's discretion desires to pay
                  discharge or incur any costs expenses outgoings or other sums
                  authorised under the provisions of the Fourth Schedule and the
                  money held by the Landlord either in reserve (as authorised by
                  the Fourth Schedule hereto) or on account of the Service
                  Charge shall be insufficient for this purpose as well as for
                  the purpose of applying discharging or incurring the costs
                  expenses outgoings or other sums which the Landlord has
                  anticipated either in the figure referred to in
                  subparagraph(a) of this paragraph or the estimated Total
                  Service Cost referred to in subparagraph(b) of this paragraph
                  then the Landlord shall be entitled to demand a reasonable
                  further sum or sums on account of Service Charge such sum or
                  sums to be paid to the Landlord within fourteen days of demand

         (e)      Any omission by the Landlord to include in any Accounting
                  Period any costs expenses outgoings or other sums in respect
                  of the Services attributable to that Accounting Period shall
                  not preclude the Landlord from including such costs expenses
                  outgoings or other sums in the Total Service Cost in respect
                  of any subsequent Accounting Period

3.       The certified statement of the Landlord's Surveyor as to the amount of
         the estimated or actual Total Service Cost or Service Charge in the
         absence of any manifest error shall be final and binding upon the
         Tenant as to questions of fact

4.       All reasonable endeavours will be used by the Landlord to maintain the
         Total Service Cost at the lowest figure consistent with the due
         performance and observance of the Landlord's obligations hereunder by
         the Tenant shall not be entitled to object to any items comprised
         therein by reason only that the materials work service or other matter
         in question might then have been provided or performed at a lower cost

5.       All payments to be made by the Tenant under the provisions of this
         Schedule are exclusive of value added tax (but so far as as may be
         required or permitted by law) value added tax incurred by the Landlord
         in connection with the Total Service Cost or any part thereof (to the
         extent that such are not recoverable by the Landlord as input credits)
         shall itself form part of the Total Service Cost.

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<PAGE>   49
THE COMMON SEAL OF
SOMMER HOLDINGS LIMITED
signed in the presence of

         Director                               [SEAL]



         Director/Secretary

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