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                                                                   EXHIBIT 10.40



                              DATED 27th May 1999



                            BALSTONE ESTATES LIMITED


                                    -- to --


                                 STB SYSTEMS INC






                                    L E A S E

                                   relating to
                                 Meridian House
                              2/4 The Grove, Slough
                                    Berkshire
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                                      INDEX

<TABLE>
<CAPTION>
                                                                             PAGE
CLAUSE                                                                     NUMBER
<S>                                                                        <C>
1    Definitions and interpretations
2    The demise and rent
3    Rental payment provisions
4    Rack rental ascertainment
5    Insurance premiums payable as additional rent
6    Interest on unpaid rent etc.
7    Landlord's covenants
8    Tenant's covenants (referred to the Third Schedule)
9    Provisos and agreements, exclusions and tenant's
     insurance warranty
10   Demise subject to easements etc.
11   Non waiver of breach of covenant
12   English Law
13   Operation of this Deed
14   No preceding agreement for lease

THE FIRST SCHEDULE   :  Description of the Demised Premises

THE SECOND SCHEDULE  :  Part I Rights granted
                        Part II Rights reserved

THE THIRD SCHEDULE   :  Tenant's Covenants

1    To pay rents
2    To pay rates etc.
3    To pay value added tax
4    To pay for electricity, gas, etc.
5    To repair and yield up in repair
6    To decorate and maintain open areas etc.
7    Not to make alterations etc.
8    Not to overload floors
9    Not to endanger drainage or electrical installations
10   Not to install noisy machinery etc.
11   To permit Landlord to enter and view state of repair
12   To carry out works on notice
13   To permit entry for repairs etc.
14   To pay landlord's costs of application for licences etc.
15   User, occupation etc.
16   No illegal use or nuisance etc.
17   Dangerous materials etc.
18   Insurance covenants
</TABLE>


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                  1.1.7 "INTEREST" means interest calculated and compounded on a
                  day today basis during the period from the date on which the
                  payment is due to the date of payment both before and after
                  any judgment at the rate of four per centum per annum above
                  the base rate of Barclays Bank PLC (or some other Bank
                  nominated in writing from time to time by the Landlord) then
                  prevailing or should such Base Rate cease to exist then such
                  other rate of interest as is most closely comparable with the
                  said rate of four per centum (4%) per annum above such base
                  rate to be agreed between the parties or in default of
                  agreement to be determined by an accountant appointed by or
                  acting for the Landlord for that purpose who shall act as an
                  expert not an arbitrator and whose decision shall be binding
                  on the parties or ten per centum (10%) per annum whichever is
                  the higher.

                  1.1.8 "LANDLORD'S SURVEYOR" means any person or firm appointed
                  by the Landlord to perform any of the functions of the
                  Landlord's Surveyor under this Lease (including an employee of
                  the Landlord or a Group Company and including also the person
                  or firm appointed by the Landlord to collect the rents).

                  1.1.9 "LEASE TERM" means the term of ten years from (and
                  including) the 27th day of May One thousand nine hundred and
                  ninety nine.

                  1.1.10 "OTHER BUILDINGS" means any building or buildings now
                  or at any time during the Perpetuity Period erected on
                  Adjoining Property.

                  1.1.11 "PERPETUITY PERIOD" means the period of eighty years
                  from the date hereof which shall be the perpetuity period
                  applicable to this Lease and wherever in this Lease either
                  party is granted or reserved a future interest in property
                  there shall be deemed to be included in respect of every such
                  grant or reservation a provision requiring the future interest
                  to vest within the Perpetuity Period and for it to be void for
                  remoteness if it shall not have so vested.

                  1.1.12 "PIPES" means all pipes, sewers, drains, mains, ducts,
                  conduits, gutters, watercourses, wires, cables, channels,
                  flues, tanks and all other conducting media and includes any
                  fixing, louvres, cowls and any other ancillary apparatus.

                  1.1.13 "PLAN" means the Plan annexed hereto.

                  1.1.14 "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
                  & Compensation Act 1991.

                  1.1.15 "RACK RENTAL VALUE" means the amount representing the
                  annual rent or (if at the Review Date the Demised Premises are
                  in multiple occupation) the aggregate annual rents which on
                  that date could reasonably be expected to be obtained in the
                  open market for the Demised Premises as a whole on making the
                  assumptions (if not a fact).



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                           1.1.15.1 That they were then vacant and in good and
                           substantial repair and condition and fit and fitted
                           out and available for immediate, occupation and use

                           1.1.15.2 That the covenants conditions and
                           stipulations in this Lease contained and on the part
                           of the Tenant to be performed and observed bad been
                           performed and observed

                           1.1.15.3 That no work has been carried out thereon by
                           the Tenant or any undertenant or their respective
                           predecessors in title which has diminished the
                           letting value of the Demised Premises

                           1.1.15.4 That if the Demised Premises have been
                           destroyed or damaged they have been fully restored

                           1.1.15.5 That the Tenant would be in the market for
                           the Demised Premises at the Review Date with other
                           willing lessees

                           1.1.15.6 If a willing lessee would in the open market
                           be given a period of occupation of the Demised
                           Premises rent free or at a concessionary rent at the
                           commencement of a lease that the willing lessee would
                           have the benefit of such a period of occupation of
                           the Demised Premises prior to the grant of the lease
                           on the Review Date and that he would accordingly be
                           prepared to pay the full rent from the Review Date

                           1.1.15.7 That the use of the Demised Premises
                           permitted by the terms of this Lease is permitted
                           under the Planning Acts permanently and without
                           conditions restrictions or limitations

                           1.1.15.8 That the Building comprised within the
                           Demised Premises has a net internal area of Eleven
                           thousand six hundred and ninety five (11,695) square
                           feet

                  on the grant of a lease thereof by a willing landlord to a
                  willing tenant for a term of years equal to ten years but
                  calculated from the Review Date without any fine or premium
                  being taken and otherwise upon the terms and conditions of
                  this Lease (except as to the amount of rents hereby reserved
                  but including the provisions for a rent review after five
                  years) as varied from time to time and with the benefit of any
                  licences granted by the Landlord and ally waiver or variation
                  beneficial to the Tenant of any of the covenants and
                  conditions herein contained and taking no account of:

                           1.1.15.9 Any goodwill attributable to the Demised
                           Premises by reason of any trade or business carried
                           on therein by the Tenant or any undertenant or their
                           respective predecessors in title in their respective
                           businesses.


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                           1.1.15.10 Any increase in rental value of the Demised
                           Premises attributable to the existence at the Review
                           Date of any improvements to the Demised Premises (to
                           which the Landlord shall where required have given
                           written consent) carried out otherwise than in
                           pursuance of an obligation to the Landlord or its
                           predecessors in title by the Tenant or any
                           undertenant or their respective predecessors in title
                           during the Lease Term or during any period of
                           occupation prior thereto arising out of an Agreement
                           to grant such term or by any Tenant or undertenant of
                           the Demised Premises before the commencement of the
                           Lease Term so long as the Landlord or its
                           predecessors in title have nor since the improvement
                           was carried out had vacant possession of the relevant
                           part of the Demised, Premises and

                           1.1.15.11 Any effect on rent of the fact that the
                           Tenant or any undertenant or their respective
                           predecessors in title have been in occupation of the
                           Demised Premises.

                  1.1.16 "REVIEW DATE" means the date of expiration of the fifth
                  year of the Lease Term and the expressions "Review Date" and
                  "Review Period" shall be construed accordingly.

                  1.1.17   "V.A.T." means value added tax and any other tax of a
                  similar nature.

         INTERPRETATIONS

         1.2      In this Lease:

                  1.2.1 Any reference to a specific statute includes any
                  statutory extension or modification or re-enactment of such
                  statute or any statute for similar purposes thereto and any
                  rules, regulations, orders or directions made thereunder and
                  any general reference to "statute" or "statutes" includes any
                  regulations or orders made thereunder and any legislative
                  provisions adopted by the European Union or any supra-national
                  legislation which has effect in the United Kingdom.

                  1.2.2 The expressions "the Landlord" and "the Tenant" wherever
                  the context so admits include their respective successors in
                  title.

                  1.2.3 Where the Landlord or the Tenant or the Guarantor (if
                  any) for the time being are two or more individuals or persons
                  the terms "the Landlord," "the Tenant" and "the Guarantor"
                  include the plural number and obligations expressed or implied
                  to be made by or with such party are deemed to be made by or
                  with such individuals jointly and severally.

                  1.2.4 Words importing one gender include all other genders.

                  1.2.5 References to the "Demised Premises" in the absence of
                  any provision to the contrary include any part of the Demised
                  Premises.


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                  1.2.6 The expression "the Guarantor" includes not only the
                  person referred to herein (if any) but also any person who
                  enters into a covenant with the Landlord pursuant to Clauses
                  19.8 and 31 of the Third Schedule.

                  1.2.7 Any covenant by the Tenant not to do any act or thing
                  shall be deemed to include an obligation not to permit such
                  act or thing to be done and to use its best endeavours to
                  prevent such act or thing being done by a third party.

                  1.2.8 Wherever the consent or approval of the Landlord is
                  required or requested in relation to this Lease such
                  provisions shall be construed as also requiring the consent or
                  approval of any mortgagee of the Landlord where the same shall
                  be required except that nothing in the Lease shall be
                  construed as implying that any obligation is imposed upon any
                  mortgagee not unreasonably to refuse any such consent.

                  1.2.9 Where the expression "tenant covenants" or "authorised
                  guarantee agreement" are used in this Lease they are to have
                  the same meanings as is given by Section 28(1) of the Landlord
                  and Tenant (Covenants) Act 1995.

                  1.2.10 The index and clause or paragraph headings do not form
                  part of this Lease and shall not be taken into account in its
                  construction or interpretation.

                  1.2.11 The expression "the Lease Term" includes any period of
                  holding over or extension or continuation thereof whether by
                  agreement between the Landlord and the Tenant or by statute or
                  common law.

THE DEMISE AND RENT

2 IN consideration of the rent and covenants on the part of the Tenant
hereinafter reserved and contained the Landlord HEREBY DEMISES unto the Tenant
ALL THOSE the Demised Premises but EXCEPTING AND RESERVING to the Landlord and
others as specified in the Second Schedule the rights specified in the Second
Schedule TO HOLD the same unto the Tenant for the Least Term SUBJECT TO all
rights, easements, privileges, restrictions, covenants and stipulations of
whatever nature affecting the Demised Premises including the matters contained
or referred to in the documents specified in the Fifth Schedule YIELDING AND
PAYING therefor at the times and in manner hereinafter mentioned:

         2.1 From the date hereof until and including the Twenty first day of
         September One thousand nine hundred and ninety nine the annual rent of
         one peppercorn.

         2.2 From and including the Twenty second day of September One thousand
         nine hundred and ninety nine and during the remainder of the first five
         years of the Lease Term the Initial Rent and thereafter.

         2.3 During the remainder of the Lease Term an annual rent in respect of
         the Review Period of an amount equal to whichever is the greater of

                  2.3.1 the rent payable immediately preceding the Review Date
                  and


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                  2.3.2 the Rack Rental Value of the Demised Premises on the
                  Review Date.

         2.4 As additional rent any V.A.T. which may be or become chargeable in
         respect of any rent payable under this Lease.

         2.5 As additional rent any other sums payable pursuant to this Lease.

RENTAL PAYMENT PROVISIONS

3 THE rent shall be paid by equal quarterly payments in advance on the usual
quarter days in each year without any deduction whatsoever except

         3.1 That the first payment shall be a proportionate payment for the
         period from the Twenty second day of September One thousand nine
         hundred and ninety nine to the Twenty fourth day of December One
         thousand nine hundred and ninety nine and shall be paid on the 4th June
         1999 and

         3.2 That if the rent payable for the Review Period has not been
         ascertained until the Final Date the Tenant shall until the quarter day
         next following such Final Date pay on account the like amount of rent
         as was payable immediately preceding the Review Date and shall on such
         quarter day pay to the Landlord the difference (if any) between the
         amounts so paid and the actual amount of rent payable for the period
         from the Review Date to such quarter day with interest thereon to the
         date of payment calculated on a day to day basis at the rate of two Per
         centum (2%) per annum above Barclays Bank PLC base rate for the time
         being and such interest shall be paid by the Tenant to the Landlord by
         way of additional rent.

4    RACK RENTAL ASCERTAINMENT

         4.1 THE Rack Rental Value on the Review Date shall be ascertained at
         any time by agreement in writing signed by or on behalf of the Landlord
         and the Tenant or in default of such agreement shall be determined and
         certified at the option of the Landlord either by an arbitrator or by
         an independent valuer (acting as expert and not as arbitrator) such
         arbitrator or valuer to be an independent Chartered Surveyor appointed,
         whether on before or after the Review Date, by agreement between the
         Landlord and the Tenant or, in default of agreement within fourteen
         days of one party giving notice to the other in writing of its
         nomination or nominations, nominated upon the application of the
         Landlord made not earlier than six months before the Review Date or at
         any time thereafter by the President for the time being of the Royal
         Institution of Chartered Surveyors PROVIDED THAT:

                  4.1.1 If the said President shall for any reason not be
                  available or be unable to make such appointment as aforesaid
                  at the time of application therefor the appointment may be
                  made by the Vice President or next senior officer of the said
                  Institution then available and able to make such appointment
                  or if no such officer of the said Institution shall be so
                  available and able to make such appointment then by such
                  officer of such independent professional body of surveyors as
                  the Landlord shall designate and


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                  4.1.2 That if any valuer appointed to act as an expert shall
                  have unduly delayed his decision or shall relinquish his
                  appointment or die or if it shall become apparent that for any
                  reason he will be unable to complete his duties herein the
                  Landlord or the Tenant may apply to the said President for a
                  substitute to be appointed in his place which procedure may be
                  repeated as many times as necessary.

         4.2      4.2.1 Any arbitration hereunder shall be conducted in
                  accordance with the Arbitration Act 1996.

                  4.2.2 The decision of the valuer acting as an expert as to how
                  the costs and expenses including the costs of his appointment
                  are to be borne and as to the amount of the Rack Rental Value
                  shall be binding upon the Landlord and the Tenant.

                  4.2.3 The valuer acting as an expert shall afford to the
                  Landlord and the Tenant an opportunity to make representations
                  to him.

         4.3 On each occasion during the Lease Term that the operation of the
         above provisions for the ascertainment of the amount of rent payable in
         the Review Period or any installment or part thereof or the collection
         or retention thereof is prevented or prohibited by any statutory
         restriction either wholly or partially

                  4.3.1 The Review Date shall be postponed to take effect on the
                  earliest permissible date or dates thereafter and if there
                  shall be a partial relaxation there shall be a further review
                  of the rent hereby reserved on the earliest date as aforesaid
                  notwithstanding that the said rent may have been increased in
                  part on or since the previous Review Date and/or

                  4.3.2 The collection of any increase or increases in the rent
                  shall be postponed to take effect on the earliest date or
                  dates thereafter that such increase or increases may be
                  collected and/or retained in whole or in part and on as many
                  occasions as shall be required to ensure the collection of the
                  whole increase.

         AND until such statutory restrictions shall be relaxed either partially
         or wholly the total of the rent hereby reserved shall be the maximum
         sum from time to time lawfully applicable to the Demised Premises.

         4.4 For the avoidance of doubt the rent payable for the Review Period
         (whether agreed between the Landlord and the Tenant or determined by an
         arbitrator or valuer acting as an expert) may be a stepped rent.

         4.5 When the rent payable for the Review Period shall have been
         ascertained in accordance with the provisions of this Clause Memoranda
         thereof shall (if so required by the Landlord) be signed by or on
         behalf of the Landlord and the Tenant and annexed to this Lease and its
         Counterpart.


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5    INSURANCE PREMIUMS

         5.1      THE Tenant shall also pay the Landlord:

                  5.1.1 Upon demand from time to time during the Lease Term sums
                  of money equal to the amounts which the Landlord may
                  reasonably expend or be liable to expend in effecting or
                  maintaining any such insurances as are referred to in Clause
                  7.2 hereof and for insuring in such amount and on such terms
                  as the Landlord shall reasonably consider appropriate against
                  all liability of the Landlord to third parties arising out of
                  or in connection with any matter involving or relating to the
                  Demised Premises and

                  5.1.2 All of any increased premium payable by reason of any
                  act or omission of the Tenant.

         5.2 Such payments shall be made without any deduction and in particular
         (but without prejudice to the generality of the foregoing) no deduction
         shall be made in respect of any agency or other commission paid or
         allowed by the insurers to the Landlord or otherwise but the full
         nominal amount of each premium shall be treated as having been expended
         in respect of the relevant insurances and the Landlord shall be
         entitled to retain for its own benefit any agency or other commission
         so paid or allowed.

INTEREST ON UNPAID RENT

6 IF and whenever during the Lease Term the said rents or any other monies from
time to time payable by the Tenant to the Landlord or any part or parts thereof
shall at any time be unpaid for a space of fourteen days next after becoming
payable the same shall until paid or until any earlier re-entry by the Landlord
upon the Demised Premises pursuant to the proviso in that behalf hereinafter
contained bear Interest PROVIDED that nothing in this clause shall entitle the
Tenant to withhold or delay any payment of rent or other monies as aforesaid
after the date upon which the same first falls due or in any way prejudice
affect or derogate from the rights of the Landlord in relation to the said
non-payment including (but without prejudice to the generality of the foregoing)
those under the proviso for re-entry hereinafter contained.

LANDLORD'S COVENANTS

7 THE Landlord HEREBY COVENANTS with the Tenant PROVIDED THAT the Landlord shall
not be liable itself for any breach of covenant occurring after it shall have
parted with the interest in the Demised Premises immediately expectant upon the
reversion to this Lease:

         QUIET ENJOYMENT

         7.1 That the Tenant paying the rents hereinbefore reserved and
         performing and observing the provisions and the covenants on the part
         of the Tenant herein contained shall peaceably hold and enjoy the
         Demised Premises for the Lease Term without any interruption by the
         Landlord or any person lawfully claiming under or in trust for it.


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         INSURANCE

         7.2 Subject to the Tenant paying the insurance rent payable pursuant to
         clause 5 of this Lease to keep the Demised Premises insured against
         loss or damage by fire, lightning, explosion, tempest, flood, bursting
         and overflowing of water tanks, apparatus or pipes, impact and (in
         peace time) aircraft and other aerial devices and any articles dropped
         therefrom, riot, civil commotion, malicious damage, subsidence and
         heave and such other risks as the Landlord may reasonably decide or the
         Tenant may reasonably require at the Tenant's expense to insure against
         from time to time

                  7.2.1 unless such insurance shall be vitiated by any act of
                  the Tenant or by anyone at the Demised Premises expressly or
                  by implication with the Tenant's authority and

                  7.2.2 to the extent that such insurance may ordinarily be
                  arranged for properties such as the Demised Premises

         in some insurance office of repute or (if and so long as the Landlord
         for the time being is itself an insurance company or an insurance
         company is a Group Company and the Landlord so desires) in its own
         office or the office of any insurance company which is a Group Company
         in such a sum as the Landlord shall from time to time be advised by the
         Landlord's Surveyor represents the full amount of the costs (including
         any V.A.T. or other taxes payable in respect thereof and reasonable
         provision for escalation of such costs between the date of destruction
         or damage and the estimated date of rebuilding or reinstating the
         Demised Premises) from time to time of completely rebuilding,
         reinstating or replacing the Demised Premises as new in the event of
         total destruction thereof (including architects', engineers' and
         surveyors' fees on such costs at the current scales for the time being
         of the Royal Institute of British Architects, the Association of
         Structural Engineers and the Royal Institution of Chartered Surveyors,
         the cost of debris removal, demolition, site clearance and any works
         that may be required by statute and incidental expenses and also a sum
         equal to three years' (or such longer period as the Landlord may from
         time to time consider necessary) rent of the Demised Premises for the
         time being payable or prospectively payable as from the Review Date)
         and to make all payments necessary for the above purpose within seven
         days after the same shall respectively become payable and will produce
         to the Tenant on demand a copy of the insurance policy and of the
         current premium receipt (or other evidence that the insurance is in
         force and a summary of the cover) and will request (if required by the
         Tenant or its mortgagee) that a note of the interest of the Tenant
         and/or the Tenant's mortgagee be made on the insurance policy.

         TO LAY OUT INSURANCE MONIES IN REBUILDING AND REINSTATING

         7.3 In case the Demised Premises or any part thereof shall from time to
         time be destroyed or damaged by an Insured Risk so as to be unfit for
         occupation or use then as often as the same shall happen (unless
         payment of the policy monies shall be withheld in whole or in part by
         reason of any act neglect or default of the Tenant or by anyone at the
         Demised Premises expressly or by implication with the Tenant's
         authority) subject to

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         clause 7.4 with all convenient speed to take such steps as may be
         requisite and proper to obtain any planning permission or other permits
         and consents that may be required under the Planning Acts to enable the
         Landlord to rebuild and reinstate the Demised Premises and to spend and
         lay out any insurance monies received by virtue of the aforementioned
         insurance (except in respect of loss of rent) in reinstating,
         restoring, replacing or rebuilding the Demised Premises or the parts
         thereof so destroyed or damaged with all convenient speed PROVIDED THAT
         the Landlord shall not be liable to rebuild or reinstate the Demised
         Premises if the Landlord is unable (having used all reasonable
         endeavours) to obtain all planning permissions, permits and consents
         necessary to execute such rebuilding and reinstating or if this Lease
         shall be frustrated or if the rebuilding or reinstating is prevented
         for any reason beyond the control of the Landlord in which event the
         Landlord shall be entitled to retain all insurance monies received by
         the Landlord.

         7.4 If during the last three years of the Lease Term the Demised
         Premises shall be so destroyed or damaged by an Insured Risk as to be
         unfit for occupation and use the Landlord may by not less than one
         month's prior written notice to the Tenant given to expire at any time
         ("the Determination Notice") determine the Lease and upon the expiry of
         the Determination Notice this Lease shall determine without prejudice
         to any rights and remedies which may then have accrued to either party
         against the other in respect of any breach of the covenants and
         conditions contained in this Lease and the Landlord shall be entitled
         to retain all insurance monies received by the Landlord and the Tenant.

TENANT'S COVENANTS

8 THE Tenant HEREBY COVENANTS with the Landlord to observe and perform the
covenants set out in the Third Schedule hereto.

PROVISOS AND AGREEMENTS, EXCLUSIONS AND TENANT'S INSURANCE WARRANTY

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

         9.1 Without prejudice to any other right or remedy or power herein
         contained or otherwise available to the Landlord:

                  9.1.1 if the said yearly or other rents or any part or parts
                  thereof shall at any time be unpaid for the space of fourteen
                  days next after becoming payable (whether the same shall have
                  been formally or legally demanded or not) or

                  9.1.2 if default shall be made in the performance or
                  observance of any of the covenants provisions and conditions
                  herein contained and on the part of the Tenant to be observed
                  and performed; or

                  9.1.3 if the Tenant or any guarantor of the Tenant's
                  obligation:

                           9.1.3.1 (being a company or if in partnership) enters
                           into voluntary liquidation (other than for the
                           purpose of reconstruction or amalgamation not
                           involving a realisation of assets) or has a winding
                           up order made

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                           against it by the Court or has a receiver appointed
                           over all or any part of its assets or an
                           administration order is made pursuant to the
                           Insolvency Act 1986 or the Insolvent Partnerships
                           Order 1994; or

                           9.1.3.2 (being one or more individuals whether or not
                           in partnership together) any one of them petitions
                           the Court for his own bankruptcy or has a bankruptcy
                           order made against him; or

                           9.1.3.3 becomes insolvent or enters into any
                           composition with its or his creditors or enters into
                           a voluntary arrangement (within the meaning of
                           Section 1 or 253 Insolvency Act 1986 or the Insolvent
                           Partnerships Order 1994), or

                  9.1.4 if the Tenant (whether an individual or a body
                  corporate) shall permit or suffer any distress or execution to
                  be levied on the Demised Premises

         then and in any such case (and notwithstanding the waiver of any
         previous right of re-entry) it shall be lawful for the Landlord or any
         person or persons duly authorised by it in that behalf to re-enter into
         and upon the Demised Premises or any part thereof in the name of the
         whole and to repossess and enjoy the same henceforth as if this Lease
         had not been granted and thereupon the Lease Term shall cease and
         absolutely determine but without prejudice to any right of action or
         remedy of the Landlord in respect of any breach of the covenants on the
         Tenant's part herein contained.

         9.2 In the event of the Demised Premises or any part thereof being
         damaged or destroyed by an Insured Risk so as to be unfit for
         occupation or use then subject as hereinafter provided the rent or a
         fair proportion thereof according to the nature and extent of the
         damage sustained shall cease to be payable by the Tenant from the date
         of damage or destruction until the expiration of a period of three
         years (or such other longer period as the Landlord has insured against
         for loss of rent) from such date or until the date on which the Demised
         Premises are restored fit for use and occupation by the Tenant
         whichever date shall be the earlier PROVIDED.

                  9.2.1 that there shall be no cesser of rent if the insurance
                  policy effected by the Landlord shall have been vitiated in
                  whole or in part by the act, neglect or omission or default of
                  the Tenant or by anyone at the Demised Premises expressly or
                  by implication with the Tenant's authority or if the monies
                  payable under the said policy in respect of loss of rent shall
                  not be paid to the Landlord as hereinafter provided by reason
                  of any such act or default as aforesaid;

                  9.2.2 that where the Tenant has paid rent in advance which
                  relates to a period after the date of the damage or
                  destruction aforesaid the Tenant will not be repaid the same
                  or as appropriate the fair proportion thereof until after the
                  Landlord has received reimbursement thereof from the relevant
                  insurance company;

                  9.2.3 that any dispute which may arise under this sub-clause
                  shall be referred to the decision of some competent person to
                  be agreed upon by the Landlord and by the Tenant or (in the
                  event of failure so to agree) to be nominated by the President

<PAGE>   13
                                      -12-



                  for the time being of The Royal Institution of Chartered
                  Surveyors such person acting as an expert and not as an
                  arbitrator and the decision of such person (including any
                  decision as to the costs of such determination) shall
                  accordingly be final and binding on both the Landlord and the
                  Tenant.

         9.3 All policy monies received in respect of loss of rent shall be paid
         to the Landlord for its own use and benefit and if for any cause
         whatsoever rebuilding or reinstatement of the Demised Premises shall be
         prevented or frustrated then all policy monies shall belong to and be
         retained by the Landlord absolutely.

         9.4 Any notice hereby required or authorised to be given to the
         Landlord or the Tenant respectively shall be in writing and may be
         given in any of the modes provided in Section 196 of the Law of
         Property Act 1925 as amended by the Recorded Delivery Service Act 1962
         and shall also be sufficiently served if sent by telex or by
         telegraphic facsimile transmission to the party to be served and that
         service shall be deemed to be made on the day of transmission before
         4.00 p.m. on any day from Monday to Friday (inclusive) other than
         Christmas Day, Good Friday and any statutory Bank Holiday but otherwise
         on the next such day following the day of transmission.

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

         9.6 Any dispute arising as between the Tenant and the lessees tenants
         or occupiers of any Adjoining Property or any neighbouring property as
         to any easement, right or privilege in connection with the use of the
         Demised Premises and any Adjoining Property or any neighbouring
         property or as to the party or other walls separating the Demised
         Premises from any Adjoining Property or any neighbouring property or as
         to the amount of any contribution towards the repair of services or
         other things used in common with any Adjoining Property or any
         neighbouring property or relating in any way to the Demised Premises
         shall be decided by the Landlord or in such manner as the Landlord
         shall reasonably direct and such decision shall be binding on all the
         parties to the dispute.

         9.7 The Landlord shall not be responsible to the Tenant or (save as is
         otherwise provided by statute) to the Tenant's licensees, servants,
         agents or other persons in the Demised Premises or calling upon the
         Tenant for any accident, happening or injury suffered or damage to or
         loss of any chattel or property sustained in the Demised Premises or
         any Adjoining Property.

         9.8 Each of the Tenant's covenants shall remain in full force both at
         law and in equity notwithstanding that the Landlord shall have waived
         or released temporarily any such covenant or waived or released
         temporarily or permanently revocably or irrevocably a similar covenant
         or similar covenants affecting other adjoining or neighbouring Premises
         belonging to the Landlord.


<PAGE>   14
                                      -13-




         9.9 Such of the internal division walls as divide the Demised Premises
         from any Adjoining Property shall be deemed to be party walls within
         the meaning of Section 38 of the Law of Property Act 1925 and shall be
         maintained accordingly.

         9.10     9.10.1 If after the Tenant has vacated the Demised Premises on
                  the expiry or sooner determination of the Lease Term any
                  property of the Tenant shall remain in or on the Demised
                  Premises and the Tenant shall fail to remove the same within
                  fourteen days after being requested in writing by the Landlord
                  so to do or if after using reasonable endeavours the Landlord
                  is unable to make such a request to the Tenant within fourteen
                  days from the first attempt so made by the Landlord then the
                  Landlord may as the Agent of the Tenant sell such property and
                  hold the proceeds of sale after deducting the costs and
                  expenses of removal, storage and sale reasonably and properly
                  incurred by the Landlord to the order of the Tenant provided
                  that the Tenant will indemnify the Landlord against any
                  liability incurred by it to any Third Party whose property
                  shall have been sold by the Landlord in the bona fide mistaken
                  belief (which shall be presumed unless the contrary be proved)
                  that such property belonged to the Tenant.

                  9.10.2 If the Landlord having made reasonable efforts is
                  unable to locate the Tenant the Landlord shall be entitled to
                  retain the said proceeds of sale absolutely unless the Tenant
                  shall claim the same within six months of the date upon which
                  the Tenant vacated the Demised Premises.

                  9.10.3 The Tenant shall indemnify the Landlord against any
                  damage occasioned to the Demised Premises or any Adjoining
                  Property or Other Buildings and any actions, claims,
                  proceedings, costs, expenses and demands made against the
                  Landlord caused by or related to the presence of such property
                  in or on the Demised Promises.

         9.11 Except where any statutory provision prohibits the Tenant's right
         to compensation being reduced or excluded by agreement the Tenant shall
         not be entitled to claim from the Landlord on quitting the Demised
         Premises any compensation under the Landlord and Tenant Act 1954.

         9.12 This Lease embodies the entire understanding of the Landlord and
         the Tenant relating to the Demised Premises and to all the matters
         dealt with by any of the provisions of this Lease.

         9.13 The Tenant acknowledges that this Lease has not been entered into
         in reliance wholly or partly on any statement or representation made by
         or on behalf of the Landlord except any such statement or
         representation that is expressly set out in this Lease.

         9.14 The Tenant shall not be entitled to any right of light or air or
         other easement which will interfere with the free use of any Adjoining
         Property or any land adjoining opposite or near to the Demised Premises
         for building or other purposes and shall not during the Lease Term
         acquire or become entitled by any means whatsoever to any easement from
         or over or affecting any Adjoining Property.


<PAGE>   15
                                      -14-




         9.15 The Tenant warrants that prior to the execution of this Lease the
         Tenant has disclosed to the Landlord in writing any conviction,
         judgment or finding of any Court or Tribunal relating to the Tenant (or
         if a company any director other officer or majority shareholder of the
         Tenant) of such a nature as to be likely to affect the decision of any
         insurer or underwriter to grant or to continue insurance of any of the
         Insured Risks.

         9.16 Wherever this Lease provides that the consent of the Landlord is
         required the Landlord may withhold its consent if the giving of such
         consent would:

                  9.16.1 materially diminish the value of the Landlord's
                  reversion expectant upon the determination of this Lease.

                  9.16.2 materially prejudice any business carried on by the
                  Landlord or any Group Company or any other Tenant of the
                  Landlord or a Group Company on any Adjoining Property

                  9.16.3 cause nuisance to the Landlord or any other tenant of
                  the Landlord

                  9.16.4 conflict with the generally accepted principles of good
                  estate management from time to time current.

         9.17 For the purposes of the Data Protection Act 1984 or otherwise the
         Tenant and the Guarantor agree to any information relating to this
         tenancy held by the Landlord being disclosed to third parties so far
         only as is necessary in connection with the management or disposal of
         the Demised Premises.

DEMISE SUBJECT TO EASEMENTS ETC.

10 THE Demised Premises are demised to the Tenant subject to all easements and
rights affecting the same.

NON WAIVER OF BREACH OF COVENANT

11 THE demand for or receipt of rent on the part of the Landlord or its agent
with knowledge of a breach of any of the covenants, provisions or conditions
herein contained and on the part of the Tenant to be observed and performed
shall not operate is a waiver in whole or in part of any such breach or of the
Landlord's right to re-enter.

12 ENGLISH LAW

THIS Lease shall be construed and governed in accordance with the laws of
England and Wales and the parties hereto submit to the non-exclusive
jurisdiction of the English Courts.

OPERATION OF THIS DEED

13 THIS document shall be treated as having been executed and delivered as a
deed only upon being dated.


<PAGE>   16
                                      -15-




NO PRECEDING AGREEMENT FOR LEASE

14 IT IS HEREBY CERTIFIED that there is no agreement for lease to which this
Lease gives effect.

         IN WITNESS whereof this Lease has been executed as a deed by the
parties hereto the day and year first before Written.

                               THE FIRST SCHEDULE

                       DESCRIPTION OF THE DEMISED PREMISES

ALL THAT land and premises TOGETHER WITH the structures and building or
buildings erected thereon or on some part thereof edged red for identification
on the Plan and known as Meridian House, 2/4 The Grove, Slough in the County of
Berkshire the freehold of which is registered at H M Land Registry under title
numbers BK 309299 and BK 228376.



<PAGE>   17
                                      -16-



                               THE SECOND SCHEDULE

                           EXCEPTIONS AND RESERVATIONS

                                   (CLAUSE 2)

The following rights and easements are excepted and reserved out of the Demised
Premises unto the Landlord and its tenants and the owners and occupiers of any
Adjoining Property and all other persons authorised by the Landlord or for the
time being entitled thereto:

1 The right to the free and uninterrupted passage and running of water, sewage,
gas, electricity, telephone and other services or supplies from and to any
Adjoining Property in and through the Pipes which now are or may at any time
during the Perpetuity Period be in, on, under or over the Demised Premises.

2 The right to construct and at any time during the Perpetuity Period in on
under or over the Demised Premises any Pipes, easements or services for the,
benefit of or to serve any Adjoining Property.

3 The right at any time during the Perpetuity Period but (except in case of
emergency) after giving reasonable notice to enter the Demised Premises and:

         3.1      to inspect, cleanse, connect to, repair, remove, replace with
                  others, alter or execute any works whatever to or in
                  connection with the Pipes, easements or services referred to
                  in paragraphs 1 and 2 of this Part of this Schedule;

         3.2      to view the state and condition of the Demised Premises and to
                  repair and maintain any Other Buildings where such viewing or
                  work would not otherwise be reasonably practicable;

         3.3      to carry out work or to do anything whatever comprised within
                  the Landlord's obligations in this Lease;

         3.4      to take schedules or inventories of fixtures and other items
                  to be yielded up on the expiry of the Lease Term, or

         3.5      to exercise any of the rights granted or reserved by this
                  Lease.

4 The right with or without any Surveyor acting for the Landlord and any person
acting as the third party determining the Rack Rental Value in default of
agreement between the parties under the provisions for rent review contained in
this Lease at convenient hours on reasonable prior notice to cater and to
inspect measure and survey the Demised Premises for all purposes connected with
any pending or intended step under the Landlord and Tenant Act 1954 or the
implementation of the provisions for rent review contained in this Lease.

5 The right during the Perpetuity Period to carry out work of any kind including
alteration of or additions or extensions to Other Buildings or the construction
of new buildings on any Adjoining Property of any height and to use any boundary
or external wall of the Demised

<PAGE>   18
                                      -17-



Premises as a party wall for any new building on Adjoining Property and to carry
out all necessary construction works accordingly and the right to erect and use
scaffolding and hoardings on the Demised Premises for the Purpose of inspecting
repairing maintaining or cleansing any Other Buildings or carrying out any works
(including alterations or extensions of Other Buildings or the construction of
new buildings) on any Adjoining Property notwithstanding that the exercise of
such rights may temporarily restrict the access to or use and enjoyment of the
Demised Premises or any temporary derogation from the terms of the Lease (but in
the event of such derogation to carry out all works as expeditiously as
practicable) and notwithstanding that any new buildings or structures may
obstruct, affect or interfere with [he amenity of or access to the Demised
Premises or that the free access of light and air to the Demised Premises may
thereby be impaired or injuriously affected or that nuisance, inconvenience,
disturbance or annoyance arising therefrom may be caused to the Tenant PROVIDED
THAT the persons exercising such rights shall make, good as soon as is
practicable any physical damage caused to the Demised Premises.

6 The rights of light, air, support, protection, shelter and all other easements
and rights now or after the date of this Lease enjoyed by or belonging to any
Other Buildings and any Adjoining Property and any part or parts thereof or any
neighbouring or adjoining property or any part or parts thereof.

                               THE THIRD SCHEDULE

                                   (CLAUSE 8)

                               TENANT'S COVENANTS

TO PAY RENTS

1        1.1 To pay the said rents at the times and in manner aforesaid free
         from all deductions and not to exercise or seek to exercise any right
         or claim to withhold rent or any right or claim to legal or equitable
         set off.

         1.2 If so required by the Landlord to make such payments by banker's
         order or credit transfer to any bank and account chat the Landlord may
         from time to time nominate.

TO PAY RATES ETC.

2    TO pay and to indemnify the Landlord against:

         2.1      All existing and future rates, taxes, assessments,
                  impositions, duties, charges and outgoings whatsoever (whether
                  parliamentary, local or otherwise and whether or not of a
                  capital or non-recurring nature and even though of a wholly
                  novel character) which now are or may hereafter at any time
                  during the Lease Term become payable, charged or assessed in
                  respect of the Demised Premises or any part thereof or on the
                  owner or occupier in respect thereof and

         2.2      A sum equal to any uniform business races (or similar
                  imposition substituted therefor or payable in replacement
                  thereof) payable after the expiry or sooner

<PAGE>   19
                                      -18-



                  determination of the Lease Term which would not have been so
                  payable had the Demised Premises been in rateable occupation
                  (or fully occupied) during the preceding twelve months.

TO PAY V.A.T.

3 TO pay to the Landlord V.A.T. which is or may become payable in respect of
ally payment made or to be made by the Tenant under any of the provisions of or
it) connection with this Lease or paid by the Landlord on any payment made by
the Landlord where the Tenant agrees in this Lease to reimburse the Landlord for
such payment and in every case where in this Lease the Tenant covenants with the
Landlord to pay an amount of money such amount shall be regarded as being
exclusive of all V.A.T. which may from time to time be payable thereon.

TO PAY FOR ELECTRICITY, GAS, ETC.

4 TO pay to the suppliers and indemnify the Landlord against all charges for
electricity, gas and other services consumed or used in relation to the Demised
Premises (including meter rents) where a separate supply is provided for the
Demised Premises.

TO REPAIR AND YIELD UP IN REPAIR

5        5.1 AT all times to the reasonable satisfaction in all respects of the
         Landlord's Surveyor during the Lease Term well and substantially to
         repair and keep in good and substantial repair and condition the
         Demised Premises (damage by fire or any other insured risks excepted
         provided that the insurance effected by the Landlord shall not have
         been vitiated or payment of tile insurance monies refused in whole or
         in part in consequence of some act or default on the part of the Tenant
         or anyone at the Demised Premises expressly or by implication with the
         Tenant's authority) and quietly to surrender and yield up the Demised
         Premises in such good and substantial repair as aforesaid at the end or
         sooner determination of the Lease Term together with any such additions
         and improvements as aforesaid and the Landlord's fixtures and fittings
         whole undefaced and fit for use and without prejudice to the generality
         of the foregoing with the carpets or floor coverings, wall coverings,
         light fittings, sanitary ware and ironmongery replaced with new items
         of like nature, quality and colouring, the Tenant making good any
         damage caused by the removal of the Tenant's fixtures, fittings,
         furniture and effects.

         5.2 If it shall become necessary at any time under the provisions of
         this Lease for the Tenant to rebuild the whole or any part of the
         Demised Premises (damage or destruction by any insured Risk excepted
         provided that the policy of insurance shall not have been vitiated by
         any act or default of the Tenant or anyone at the Demised Premises
         expressly or by implication with the Tenant's authority) then the
         Tenant will at its own expense and with all reasonable despatch carry
         out such rebuilding under the direction and to the reasonable
         satisfaction of the Landlord's Surveyor and in accordance with such
         plans and specifications as may be approved by them in writing, such
         approval not to be unreasonably withheld.


<PAGE>   20
                                      -19-




         5.3 To maintain at all times during the Lease Term the Landlord's
         fixtures and fittings and to replace and renew such of them as may
         become worn out lost or unfit for use by substituting replacements of
         the like nature and quality provided that before carrying out any
         renewal or replacement the Tenant shall first obtain the approval in
         writing of the Landlord as to the nature of the work to be carried out
         or the replacement items, such approval not to be unreasonably
         withheld.

TO DECORATE AND MAINTAIN OPEN AREAS ETC.

6        6.1      6.1.1 TO paint with three coats of good quality paint in a
                  proper and workmanlike manner all the internal wood iron and
                  other parts of the interior of the Demised Premises heretofore
                  or usually painted in every fourth year and in the last year
                  or on sooner determination (howsoever determined) of the Lease
                  Term and after every painting to grain, polish, wash, stop,
                  whiten and colour all such parts as are usually so treated and
                  to repaper the parts usually papered with suitable paper of
                  good quality and to carry out all the aforesaid work with the
                  best quality materials of their several kinds available and in
                  accordance with the best standards of workmanship PROVIDED
                  THAT any such painting or treatment at the end or sooner
                  determination of the Lease Term shall be carried out in such
                  colours as the Landlord in its absolute discretion shall
                  determine.

                  6.1.2 TO paint with three coats of good quality paint in a
                  proper and workmanlike manner all the external wood iron and
                  other parts of the exterior of the Demised Premises previously
                  or usually painted in every third year and in the last year or
                  on sooner determination (howsoever determined) of the Lease
                  Term and after every painting to grain, varnish, polish, wash,
                  stop, whiten and colour all such parts as are usually so
                  treated and to clean the brickwork stonework arid other
                  finishes to the exterior of the Demised Premises and to carry
                  out all the aforesaid work with the best quality materials of
                  their sever-at kinds available and in accordance with The best
                  standards of workmanship PROVIDED THAT any such painting or
                  treatment at the end or sooner determination of the Lease Term
                  shall be carried out in such colours as the Landlord in its
                  absolute discretion shall determine,

         6.2 At all times during the Lease Term to keep the windows and window
         frames of the Demised Premises, clean and to keep any part of the
         Demised Premises not occupied by buildings adequately surfaced in good
         condition free from weeds and all landscaped areas (if any) properly
         cultivated.

         6.3 To enter into contracts with persons of good repute for the regular
         maintenance, inspection, care and servicing of any lifts, boilers,
         ventilation, air-conditioning, central heating plant and apparatus from
         time to time in the Demised Premises and to supply to the Landlord
         details of all such contracts upon written request.


<PAGE>   21
                                      -20-




NOT TO MAKE ALTERATIONS ETC.

7        7.1 NOT at any time during the Lease Term to alter cut maim or remove
         any of the main walls, beams, columns, timbers, floors or other
         structural parts of the Demised Premises or commit or permit any waste
         or damage to the Demised Premises or to the floors or timbers thereof
         or to endanger the structure Or any floor or to make or permit to be
         made any alteration in or addition to the elevation, main structure or
         in the external decoration thereof or to erect any additional buildings
         or structures PROVIDED That the Tenant may with the prior written
         consent of the Landlord (such consent not to be unreasonably withheld
         or delayed) carry out works of alteration or addition of a
         non-structural nature but if the Tenant shall make any such alteration
         or additions to the Demised Premises the Tenant shall (if the Landlord
         shall so require but not otherwise) at the end or sooner determination
         of the Lease Term at the Tenant's own expense remove such alterations
         and additions if required by the Landlord and shall also at its own
         expense restore the Demised Premises to the same condition ill which
         they were prior to the making or erecting of such alterations or
         improvements and in any event shall remove any moulding, sign, writing
         or painting of the name or business of the Tenant and other persons
         from the Demised Premises and make good any damage caused to the
         Demised Premises by such removal.

         7.2 Not to cut, injure or remove nor make any connection with the Pipes
         serving the Demised Premises either exclusively or in connection with
         other premises PROVIDED THAT the Tenant may make connection with those
         Pipes that exclusively serve the Demised Premises only in accordance
         with plans and specifications first approved in writing by the
         Landlord.

         7.3 Not without the previous consent it, Writing of the Landlord to
         alter the electrical heating or lighting installations or other
         services serving the Demised Premises and to replace the same when
         necessary with the same materials or if not then available with
         materials of no lesser quality to be first approved b y the Landlord's
         Surveyor.

NOT TO OVERLOAD FLOORS

8 NOT to impose or permit to be imposed (whether by using machinery or
otherwise) on any part of the floors, roof, roof trusses, joists or the '
structure of any building comprised in the Demised Premises a load or weight
greater than that which the said floors, roof, roof trusses, joists or structure
are designed or constructed to bear with due margin for safety,

NOT TO ENDANGER DRAINAGE OR ELECTRICAL INSTALLATION

9        9.1 NOT to discharge into any of the Pipes and any other conducting
         media serving the Demised Premises or any other property any oil,
         grease or other deleterious matter or any substance which might be or
         become a source of danger or injury to the drainage system of the
         Demised Premises, the buildings thereon or any adjoining or
         neighbouring property.


<PAGE>   22
                                      -21-




         9.2 Not in the use of electrical wiring and electrical installations in
         the Demised Premises to Use The same or any part thereof in such a way
         as to overload the wiring system or any other part of the electrical
         installation and within three months of any request by the Landlord in
         that behalf (such request not to be made except in the case of an
         overloading or other failure more than once in every three years) to
         produce a certificate of test of the electrical wiring and the
         electrical installations in the Demised Premises given by a competent
         electrical engineer who is a member of and in accordance with the
         regulations of the Institute of Electrical Engineers and the local
         electricity supply authority or company or either of them.

NOT TO INSTALL NOISY MACHINERY ETC.

10 NOT to install or use in or upon the Demised Premises any machinery or
apparatus which causes excessive noise or vibration which can be heard or felt
in nearby premises or outside the Demised Premises or which may cause structural
damage to the Demised Premises.

TO PERMIT LANDLORD TO ENTER AND VIEW STATE OF REPAIR

11 TO permit the Landlord and the Landlord's Surveyor and agent with or without
workmen and others at all reasonable times and upon reasonable notice to enter
upon and examine (and to open up floors and ceilings where the same is required
in order to examine) the condition of the Demised Premises and thereupon the
Landlord may serve on the Tenant a notice in writing specifying any repairs
maintenance or rebuilding necessary to be done so far as they are the liability
of the Tenant under the covenants herein contained and require the Tenant to
commence to execute the same within one calendar month (but forthwith in case of
emergency) including the making good of the said opening up (if any) and
forthwith to pay the Landlord's Surveyors' reasonable and proper fees in respect
of such examination and the preparation of such notice,

TO CARRY OUT WORKS ON NOTICE

12 WELL and substantially to commence (arid thereafter proceed diligently) to
repair and make good all defects and wants of reparation or other works of which
notice in writing shall be given to or left on the Demised Premises for the
Tenant by the Landlord and for which the Tenant is liable hereunder within one
calendar month after the giving or leaving of such notice (or forthwith in case
of emergency) and to complete such works of repair and making good or other
works within three calendar months after the giving or leaving of such notice
and if the Tenant fails to comply with any such notice it shall be lawful (but
not obligatory) for the Landlord (without prejudice to the rights of re-entry
hereinafter contained) to enter upon the Demised Premises to undertake the same
at the cost of the Tenant which cost shall be repaid by the Tenant to the
Landlord on demand together with all Solicitors' and Surveyors' charges and
other expenses reasonably incurred by the Landlord in connection therewith and
with Interest from the date of demand to the daze of payment.

TO PERMIT ENTRY FOR REPAIRS ETC.

13 TO permit the Landlord or any persons authorised by the Landlord and the
tenants and occupiers of any Adjoining Property or other neighbouring or
adjoining property at all

<PAGE>   23
                                      -22-




reasonable times and upon reasonable notice (except in case of emergency) to
enter upon the Demised Premises for the purpose of carrying out repairs,
decorations, alterations or other works to or upon such Adjoining Property or
any Other Buildings or other neighbouring or adjoining property or buildings
thereon or of cleansing or renewing the Pipes belonging to or serving the same
the person entering carrying out all such work with the minimum practicable
interference with the use and occupation of the Demised Premises by the Tenant
and making good To the Tenant all physical damage occasioned thereby to the
Demised Premises but so that no liability except in respect of entry personally
by the Landlord or the duly authorised representative of the Landlord shall
accrue against the Landlord.

TO PAY LANDLORD'S COSTS OF APPLICATION FOR LICENCES ETC.

14 TO pay on demand to the Landlord on an indemnity basis all costs, fees,
disbursements, charges and expenses (including without prejudice to the
generality of the foregoing those payable to counsel, solicitors, surveyors and
bailiffs) incurred by the Landlord in relation or incidental to:

         14.1 Every application made by the Tenant for a consent or licence
         required or made necessary by the provisions of this Lease whether the
         same be granted or refused or proffered subject to any lawful
         qualification or whether the application be withdrawn,

         14.2 The Preparation and service of a notice under Section 146 of the
         Law of Property Act 1925 or incurred in or in contemplation of
         proceedings under Section 146 and 147 of that Act notwithstanding that
         in any case forfeiture is avoided otherwise than by relief granted by
         the Court.

         14.3 Any steps taken in contemplation of or in connection with the
         preparation and service of all notices and schedules relating to wants
         of repair to the Demised Promises and whether served during or after
         the end or sooner determination of the Lease Term (but relating in all
         cases to such wants of repair that accrued no later than the expiration
         or sooner determination of the Lease Term).

         14.4 The recovery or attempted recovery of arrears of rents or other
         sums due from the Tenant.

         14.5 The preparation and endorsement of Memoranda hereon of any
         increase in the rent following a review thereof.

USER, OCCUPATION ETC.

15       15.1 NOT to use the Demised Premises or any part thereof OT permit
         or suffer the same to be used for a sale by auction public exhibition
         show spectacle or gambling or for the sale or consumption of
         intoxicating liquor or as a club or for any public or political meeting
         nor to maintain use exercise or carry on or permit or suffer to be
         maintained used exercised or carried on by an), person whomsoever upon
         any part of the Demised Premises any noisy, noisome, dangerous, or
         offensive trade or business whatsoever nor to keep or permit to be kept
         any animal, fish, reptile or bird in the Demised Premises nor to

<PAGE>   24
                                      -23-



         use the premises as a residence or as sleeping accommodation nor for
         any purpose other than as offices within Class B1(a) of the Schedule to
         the Town and Country Planning (Use Classes) Order 198? (notwithstanding
         any amendment or revocation of such Order) (to the exclusion of any
         other use or uses whether or not the same is permitted by the relevant
         planning authority or is Permitted development under the Planning Acts)
         PROVIDED that nothing in this clause shall amount to a representation
         or warranty by the Landlord that any such use is or will remain a
         permitted use within the provisions of the Town and Country Planning
         Acts nor shall any consent which the Landlord may in its discretion
         give to any change of use be taken as including any such representation
         or warranty,

         15.2 Not to leave the Demised Premises continuously unoccupied for more
         than one month without

                  15.2.1 notifying the Landlord and

                  15.2.2 providing such caretaking or security arrangements as
                  the Landlord shall reasonably require and the Landlord's
                  insurers shall require in order to protect the Demised
                  Premises from vandalism, theft, damage or unlawful occupation.

NO ILLEGAL USE OR NUISANCE ETC.

16       16.1 NOT to use or permit or suffer the Demised Premises to be used for
         any illegal or immoral purpose nor to do or permit or suffer anything
         in or upon the Demised Premises or any part thereof which may be or
         become a nuisance, annoyance or cause damage or inconvenience to the
         Landlord or the tenants of the Landlord or other occupiers of any
         Adjoining Property or other property in the neighbourhood.

         16.2 Not to cause any land roads or pavements adjoining the Demised
         Premises to become untidy or in a dirty condition or deposit thereon
         any materials or refuse.

         16.3 Not to stand, place, deposit or expose outside any building
         forming part of the Demised Premises any goods, materials, articles or
         things whatsoever for display or sale or for any other purpose other
         than in waste receptacles or marked car parking bays designed for such
         purpose.

         16.4 Not to play or use any musical instrument, loudspeaker, tape
         recorder, gramophone, record or compact disc player, radio or
         television receiver or ocher equipment or apparatus that produces
         excessive sound in the Demised Premises so as to be heard in any Ocher
         Buildings or nearby premises or outside the Demised Premises if the
         Landlord shall reasonably consider such sound to be undesirable and
         shall give written notice to the Tenant to that effect.

DANGEROUS MATERIALS ETC.

17 NOT to keep or permit to be kept on the Demised Premises any materials or
liquid of a dangerous or explosive nature nor which might attack or in any way
injure by percolation, corrosion or otherwise the Demised Premises nor to do
permit or suffer anything which may

<PAGE>   25
                                      -24-



render the Landlord or the Tenant liable to any notice under any Public Health
Act for the time being in force or for any purpose or in any way which would
constitute a breach of any of the provisions of any statute for the time being
in force whether affecting the Landlord or any of its present or future property
(including the Demised Premises) to which may be in any way calculated to injure
any such property.

INSURANCE COVENANTS

18       18.1 NOT to do or suffer to be done anything which may render any
         increased or extra premium payable for the insurance of the Demised
         Premises or any Adjoining Property against loss or damage by any of the
         Insured Risks or which may vitiate any policy for such insurance or for
         any insurance of the Demised Premises and if at any time during the
         Lease Term anything shall be done upon the Demised Premises which shall
         cause the premium to be charged by any insurance office to exceed the
         average current rate for the time being in force to give notice thereof
         unto the Landlord and also to pay the extra premium so to be charged as
         aforesaid for the insurance of the Demised Premises or any Adjoining
         Property.

         18.2 In the event of the Demised Premises being destroyed or damaged to
         give notice thereof immediately to the Landlord stating (if possible)
         whether and to what extent such destruction OT damage was brought about
         directly or indirectly by all of the Insured Risks.

         18.3 If at any time during the Lease Term the Demised Premises or any
         part thereof shall be destroyed or damaged by any of the Insured Risks
         and the insurance money shall become wholly or partly irrecoverable by
         reason solely or in part of an art or default of the Tenant or any
         person at the Demised Premises expressly or by implication with the
         Tenant's authority then and in every such case the Tenant will
         forthwith on demand pay to the Landlord the whole of the, cost to the
         Landlord of completely rebuilding and/or reinstating the same together
         with Interest thereon and in the event of any dispute arising out of
         this clause the same shall be referred to arbitration in accordance
         with the Arbitration Act 1996.

         18.4 To maintain in force throughout the Lease Term insurance only
         against damage to all plate glass to its full re-instatement value from
         time to time in the Demised Premises and to produce to the Landlord on
         demand the Policy relating to such insurance and evidence of payment of
         the current premium.

         18.5 To comply with the requirements and recommendations of the
         Landlord's insurers and to keep the Demised Premises supplied with such
         fire fighting equipment as the Landlord's insurers may require and the
         fire authority may require and to maintain the same in proper and safe
         working order.

         18.6 To give notice to the Landlord forthwith upon the happening of any
         event which might affect any insurance policy relating to the Demised
         Premises.


<PAGE>   26
                                      -25-




         18.7 Forthwith to notify the Landlord in writing of any conviction
         judgment or finding of any Court or Tribunal relating to the Tenant (or
         ally director, other officer or major shareholder of the Tenant) of
         such a nature as to be likely to affect the decision of any insurer or
         underwriter to grant or continue insurance of any of the Insured Risks.

         18.8 If at any time the, Tenant shall be entitled to the benefit of any
         insurance on the Demised Premises (which is not effected or maintained
         in pursuance of any obligation herein mentioned) to apply all monies
         received by virtue of such insurance in making good the loss or damage
         in respect of which the same shall have been received.

RESTRICTIONS ON ASSIGNMENT AND UNDERLETTING

19       19.1 IN this clause 19 "Permitted Part" means any one complete floors
         of the Demised Premises (excluding common parts).

         19.2 Not to hold on trust for another or share or part with possession
         or occupation of the whole or any part of the Demised Premises save
         that the Tenant may part with or share possession or occupation of the
         Demised Premises to or with a Group Company for so long as both
         companies remain members of the same Group and otherwise than in a
         manner that transfers or creates a legal estate or the relationship of
         landlord and tenant.

         19.3 Not to assign or charge any part of the Demised Premises as
         distinct from the whole.

         19.4 Not to underlet any part of the demised Premises other than a
         Permitted Part PROVIDED THAT there may not be more than one sub-letting
         of part of the Demised Premises subsisting at any one time.

         19.5 Subject to and without prejudice to the obligations on the part of
         the Tenant and the restrictions imposed by the following sub-paragraph
         of this paragraph 19 not to assign or underlet or charge the whole of
         the Demised Premises and not to underlet a Permitted Part without in
         each and every case first obtaining the appropriate consent (such
         consent not to be unreasonably withheld or delayed subject however in
         the case of an underletting of a Permitted Part to the provisions of
         clause 19.4 above).

         19.6 Without prejudice to the right of the Landlord to withhold its
         consent an any ground where such withholding of consent would be
         reasonable the Landlord may withhold its consent to an assignment of
         this Lease in the circumstances set out in paragraph 19.7 below or such
         consent may be granted subject to the conditions set out in paragraph
         19.8 below.

         19.7 The circumstances referred to in paragraph 19.6 are:

                  19.7.1 Where any rents or other monies whatsoever due and
                  payable hereunder by the Tenant remain unpaid

                  19.7.2 Where neither the Landlord nor its surveyor nor its
                  solicitors has received an undertaking from the Tenant's
                  solicitors to pay all the Landlord's proper costs

<PAGE>   27
                                      -26-



                  arising in connection with the application for the licence to
                  assign (including without limiting the foregoing those of
                  solicitors and surveyors) and disbursements and VAT whether or
                  not the licence proceeds to completion (save where it is not
                  completed because the Landlord unlawfully withholds its
                  consent)

                  19.7.3 Where any works which the Tenant is or was required to
                  carry out as a condition of the grant of this Lease have not
                  been duly carried out in compliance with that requirement or
                  any time limit thereby imposed.

                  19.7.4 Where there subsists a material breach of any of the
                  covenants by the Tenant herein contained which the Tenant has
                  failed to remedy or the remedy of which has not been
                  adequately secured in a manner or on terms reasonably
                  acceptable to the Landlord.

                  19.7.5 Where in the Landlord's reasonable opinion an
                  assignment to the proposed assignee would reduce the open
                  market value of the Landlord's interest in the Demised
                  Premises or would adversely affect the ability of the Landlord
                  to dispose of such interest in the open market an the
                  assumption (whether or not a fact) that the Landlord wished to
                  sell such interest on the date of the Tenant's application for
                  consent for the assignment to the proposed assignee.

         19.8     The conditions referred to in paragraph 19.6 are:

                  19.8.1 That the Tenant requesting consent to assign enters
                  into an authorised guarantee agreement (as defined in Section
                  16 of the Landlord and Tenant (Covenants) Act 1995) in the
                  terms contained in the Sixth Schedule hereto (with such
                  farther provisions as may be appropriate pursuant to paragraph
                  19.6).

                  19.8.2 That on an assignment to a limited company and if the
                  Landlord shall so require to procure that at least two
                  directors of the company or some other guarantor or guarantors
                  reasonably acceptable to the Landlord enter into direct
                  covenants with the Landlord in the form set out in the Fourth
                  Schedule hereto as if references therein to the Tenant were
                  references in the Assignee or otherwise in such form as the
                  Landlord shall require.

                  19.8.3 That on an assignment if the Landlord shall so require
                  to procure that at least two guarantors reasonably acceptable
                  to the Landlord enter into direct covenants with the Landlord
                  in the form set out in the Fourth Schedule hereto as if
                  references therein to the Tenant were references to the
                  Assignee or otherwise in such form as the Landlord shall
                  require.

                  19.8.4 That if the assignee is a company incorporated
                  elsewhere than in Great Britain or is an individual not
                  resident in Great Britain (whether or not with other
                  individuals who may be so resident) the assignee enters into a
                  separate deed with the Landlord which contains the following
                  provisions:


<PAGE>   28
                                      -27-




                           19.8.4.1 (if by a company) an agreement by the
                           assignee to register and remain registered pursuant
                           to Schedule 21A of the Companies Act 1995

                           19.8.4.2 an agreement by the parties that the rights
                           and obligations of the parties under this Lease and
                           all documents supplemental thereto shall be governed
                           by the laws of England.

                           19.8.4.3 an agreement on the part of the assignee
                           that any legal action or proceedings against the
                           assignee with respect to any matter arising under
                           this Lease and any document supplemental thereto may
                           be brought in the English Courts.

                           19.8.4.4 the irrevocable and unconditional acceptance
                           by the assignee of the non-exclusive jurisdiction of
                           the English Courts in relation to anything arising
                           under this Lease or any document supplemental
                           thereto.

                           19.8.4.5 an irrevocable appointment of and
                           authorisation to an agent in England or Wales to
                           accept service on behalf of the assignee in England
                           or Wales of any notice under this Lease or any
                           document supplemental thereto or under any statute
                           and/or process in die jurisdiction in the English
                           Courts in any legal action or proceedings arising
                           under this Lease or any document supplemental
                           thereto.

                           19.8.4.6 an agreement by the assignee that should the
                           Landlord bring any judicial proceedings in relation
                           to any matter arising under this Lease or any
                           document supplemental thereto no immunity from such
                           judicial proceedings from attachment to its property
                           or from execution of judgment shall be claimed by the
                           assignee or on the assignee's behalf with respect to
                           the property of the assignee and any such immunity is
                           and shall be waived by the assignee.

                           19.8.4.7 an agreement by the assignee that nothing in
                           the foregoing provisions should affect the right to
                           serve proceedings in any other manner permitted by
                           law or to commence any legal action or proceedings in
                           any other jurisdiction.

                           19.8.4.8 an agreement by the assignee that any order
                           declaration or other decision of the English Courts
                           may be enforced in the duly constituted Court of the
                           country in which the assignee (being a company) is
                           incorporated or (being an individual) is resident or
                           in the Courts of any other country in which the
                           assignee has assets and an undertaking by the
                           assignee to submit to the jurisdiction of such
                           Courts.

         19.9 Not to underlet the whole of the Demised Premises or a Permitted
         Part at less than the full Rack Rental Value for the time being or the
         rent then payable under this Lease (whichever is the greater) (or a
         proportionate part of whichever is the greater in the case


<PAGE>   29
                                      -28-




         of an underletting of a Permitted Part) and without: taking a fine or
         premium or any consideration or money or moneys worth and not at any
         time during the Lease Term to be a party, or privy to any agreement or
         arrangement for commutation in whole or in part of an annual rent
         reserved and made payable on any underletting of the Demised Premises.

         19.10 Prior to any permitted underletting to procure that the
         underlessee enters into direct covenants with the Landlord as follows:

                  19.10.1 While the underlessee is bound by the underlessee's
                  covenants in the underlease together with and additional
                  period during which the underlessee is bound by an authorised
                  guarantee agreement to observe and perform all the tenant
                  covenants and other provisions of this Lease (other than the
                  payment of rents).

                  19.10.2 An unqualified covenant by the underlessee that the
                  underlessee will not assign, underlet, charge, hold on trust
                  for another, part with nor share the possession or occupation
                  of part only of the sub-demised premises or underlet, hold on
                  trust for another, part with nor share possession or
                  occupation of the whole of the sub-demised premises and

                  19.10.3 That the underlessee will not assign or charge the
                  whole of the sub-demised premises without the appropriate
                  consent.

         19.11 To ensure that any underlease of the Demised Premises or a
         Permitted Part shall contain:

                  19.11.1 A covenant by the underlessee to assign, underlet or
                  share or part with possession or occupation of any part of the
                  sub-demised premises (as distinct from the whole) and not to
                  underlet share or part with possession or occupation of the
                  whole of the sub-demised premises by way of an assignment
                  thereof.

                  19.11.2 A covenant by the underlessee not to assign or charge
                  the whole of the sub-demised premises without the appropriate
                  consent.

                  19.11.3 Such covenants by the underlessee as will prohibit the
                  underlessee from doing or suffering any act or thing which
                  will contravene any of the Tenant's obligations in this Lease.

                  19.11.4 A covenant requiring the assignee on any assignment of
                  the underlease to enter into direct covenants with the
                  Landlord to the same effect as those contained in paragraph
                  19.10.1.

                  19.11.5 A covenant requiring on each assignment of the
                  underlease that the assignor enters into an authorised
                  guarantee agreement in favour of the Landlord in the terms set
                  out in the Sixth Schedule but adapted TO M= the circumstances
                  in which the guarantee is given.


<PAGE>   30
                                      -29-




                  19.11.6 Provisions for review of the rent reserved by the
                  underlease (which the Tenant hereby undertakes to operate and
                  enforce) corresponding both as to terms and periodicity with
                  the provisions set out in this Lease for revision of the rent
                  hereby reserved PROVIDED THAT the review of the rent reserved
                  by any underlease shall not be concluded prior to the final
                  determination of the review of the rent reserved by this Lease
                  on a corresponding Review Date.

                  19.11.7 A condition for re-entry on breach of any covenant on
                  the part of the underlessee.

                  19.11.8 An agreement to exclude the provisions of Sections 24
                  to 28 of the Landlord and Tenant Act 1954 in relation to such
                  underlease and that agreement shall have been duly authorised
                  beforehand by the Court.

         19.12 In the event of any breach non-performance or non-observance of
         any of the provisions contained or referred to in this Lease by any
         underlessee of the Tenant the Tenant will forthwith on discovering the
         same take all necessary steps and proceedings at its own expense to
         remedy the same.

         19.13 Upon every application for the appropriate consent to disclose to
         the Landlord such information as to the terms proposed as the Landlord
         may reasonably require.

         19.14 In this paragraph 19 "the appropriate consent" means in relation
         to any consent required by the Tenant under the terms of this Lease the
         consent in writing of the person entitled to the reversion expectant
         thereon and their mortgagee (if any) and in relation to any consent
         required by the terms of any underlease such Consent as aforesaid and
         the consent in writing of the person entitled to the reversion
         expectant thereon and their mortgagee (if any).

TO REGISTER ASSIGNMENT ETC.

20       20.1 WITHIN fourteen days after every assignment transfer or
         underletting or the assignment of an underlease or after any devolution
         by will or otherwise or after the creation or discharge of any,
         mortgage or charge affecting the Demised Premises or any part thereof
         to produce for registration with the Landlord's solicitors the original
         or a certified copy of the assignment, underlease, instrument or other
         evidence of such devolution mortgage or charge and to pay the
         Landlord's solicitors reasonable fee being a minimum of THIRTY FIVE
         POUNDS (Pound Sterling35.00) for the registration of every such
         document or devolution plus Value Added Tax.

LIMITATIONS OF SIGNS, EXTERNAL DISPLAYS ETC.

21       21.1 NOT without the previous consent in writing of the Landlord
         such consent not to be unreasonably withheld or delayed to erect place
         affix or display or suffer to be erected placed affixed or displayed
         any aerial, sign, signboard, advertisement, hoarding, fascia, placard,
         bill, notice or other notification whatsoever, whether by a display of
         lights or otherwise, in or upon the Demised Premises other than a
         signboard setting forth the name

<PAGE>   31
                                      -30-



         of the Tenant and the trade or business carried on upon the Demised
         Premises which in the opinion of the Landlord is of reasonable size and
         appropriate to such trade or business and the Demised Premises.

         21.2 Not to display any flashing lights in the Demised Premises that
         can be seen from outside the Demised Premises nor to display any other
         lighting arrangement that can be seen from outside the Demised Premises
         if the Landlord shall consider such lighting to be undesirable and
         shall give written notice to the Tenant to that effect.

         NOT TO LOSE EASEMENTS OR PERMIT ADVERSE RIGHTS TO BE ACQUIRED

22       22.1 NOT to do or suffer or permit to be done or suffered anything
         whereby any right of light or air or other easements belonging to the
         Demised Premises may be endangered or interfered with or lost and not
         to permit any new window, light, opening, doorway, path, passage, drain
         or other encroachment or easement to be made or acquired in against out
         of or upon the Demised Premises or any part thereof and in the event of
         any other person or persons doing any act or thing whereby such right
         of light or air or other easement is or may be endangered interfered
         with or lost or if any such window, light, opening, path, passage,
         drain or other encroachment or easement shall be made or acquired or
         attempted to be made or acquired against out of or upon the Demised
         Premises or any part thereof forthwith to notify the Landlord and at
         the Landlord's cost to take such action at law or otherwise as may seem
         reasonably necessary to the Landlord in the name of the Tenant either
         alone or jointly with the Landlord for the protection of their
         respective rights and interests in the Demised Premises and for
         preventing any such encroachment or the acquisition or any such
         easement.

         22.2 Not to stop up darken or obscure (ocher than temporarily) any
         windows or lights belonging to the Demised Premises or any window or
         light of any other premises belonging to the Landlord.

INDEMNITIES

23 TO be responsible for and to indemnify and keep indemnified the Landlord from
and against all loss, damage, actions, proceedings, suits, claims, demands,
costs, losses, damages, liability and expense made against or incurred by the
Landlord

         23.1 In respect of any injury to or the death of any person or damage
         to any Property movable or immovable by reason of or arising in any way
         directly or indirectly out of the repair or state of repair of the
         condition of or the existence of any alteration to or the user of the
         Demised Premises and

         23.2 Any act, omission or negligence of the Tenant or any persons at
         the Demised Premises expressly or by implication with the Tenant's
         authority and

         23.3 Any breach or non-observance by the Tenant of the covenants
         conditions or other provisions of this Lease.


<PAGE>   32
                                      -31-



TO PERMIT NOTICES FOR RELETTING

24 TO permit the Landlord during the last six months of the Lease Term (or
sooner if the rents or any part thereof shall be in arrear and unpaid for
upwards of one calendar month) to affix and retain without any interference upon
any part, of the Demised Premises a notice for reletting the same and during
such period to permit persons with authority from the Landlord or its agent at
reasonable times of the day upon prior appointment being made for the purpose to
view the Demised Premises.

SALE ETC. OF REVERSION ETC.

25 TO permit upon reasonable notice at any time during the Lease Term
prospective purchasers of or dealers in or mortgagees of or agents or
representatives or surveyors of prospective mortgagees instructed in connection
with the sale or mortgage of the Landlord's reversion or of any interest
superior to the Lease Term to enter and view the Demised Premises without
interruption PROVIDED the same are authorised by the Landlord or its agents.

STATUTORY REQUIREMENTS ETC.

26       26.1 TO do and execute all such works as may under the Clean Air Act
         1956, the Offices Shops and Railway Premises Act 1963, the Defective
         Premises Act 1972, The Fire Precautions Act 1971, the Factories Act
         1961, the Health and Safety at Work etc. Act 1974 or any other statute
         be directed or required to be executed at any time during the Lease
         Term upon or in respect of the Demised Premises or any part thereof
         whether by the landlord or Tenant or any fixtures, machinery plant or
         chattels for the time being affixed thereto or being thereupon or used
         for the purpose thereof or in respect of the use to which the Demised
         Premises are being put by the landlord or tenant thereof and to keep
         the Landlord fully and effectually indemnified in respect of any
         expenditure which may be required to be incurred in regard thereto.

         26.2 Not to do anything by reason of which the Landlord may under any
         statute incur or have imposed upon the Landlord or become liable to pay
         any damages, compensation, costs, charges or expenses.

         26.3 At all times during the Lease Term at the expense of the Tenant to
         comply with all recommendations from time to time of the appropriate
         authority in relation to fire precautions affecting the Demised
         Premises.

         26.4 Without prejudice to the generality of the foregoing to comply in
         all respects with the provisions of any statutes and any other
         obligations imposed by law or by any bye laws applicable to the Demised
         Premises or in regard to carrying on the trade or business for the time
         being carried on by the Tenant on the Demised Premises.

TO GIVE NOTICE OF DEFECTS

27 TO give 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 in order to


<PAGE>   33
                                      -32-



comply with the provisions of this Lease or the duty of care imposed on the
Landlord pursuant to the Defective Premises Act 1972 or otherwise and at all
times to display and maintain all notices which the Landlord may from time to
time reasonably require to be displayed at the Demised Premises.

TO COMPLY WITH OFFICIAL NOTICES

28 THAT upon the receipt of any notice, order, requisition, direction or other
things from a competent authority affecting or likely to affect the Demised
Premises or any part thereof (whether the same shall be served directly on the
Tenant or the original or a copy thereof be received from any underlessee or
other person whomsoever) the Tenant will so far as such notice, requisition,
direction or other thing or the Act, regulation, order or other instrument under
and by virtue of which it is issued or the provisions of this Lease require the
Tenant so to do comply therewith at its own expense and will as soon as possible
after the receipt of the same deliver to the Landlord two copies of any such
notice, order, requisition direction or other thing.

PLANNING ACTS

29 IN relation to the Planning Acts (an application for permission consent or
approval under such Acts being hereinafter referred to as a "planning
application" and "development" having the meaning assigned thereto in Section 55
of the Town and Country Planning ACL 1990 or that meaning as it may be (or have
been) amended or re-enacted from time to time or any meaning from time to time
substituted for that meaning):

         29.1 At all times during the subsistence of this Lease to comply with
         all requirements of or having validity under the Planning Acts and to
         keep the Landlord indemnified against all liability whatsoever
         including costs and expenses in respect of any contravention.

         29.2 Not to make any planning application for development or carry out
         or cause to be carried out any development on the Demised Premises
         without the previous written consent of the Landlord.

         29.3 Forthwith upon receipt of any notice or order or any proposal for
         the same from a planning authority or statutory authority to give full
         particulars thereof to the Landlord and if required to produce such
         notice order or proposal to the Landlord and at the request of the
         Landlord to make or join with the Landlord in making at the Landlord's
         cost such objection or representation as the Landlord shall reasonably
         deem expedient.

         29.4 Unless the Landlord otherwise directs in writing to carry out
         before the end of the Lease Term (disregarding any statutory
         continuation thereof) any development begun upon the Demised Premises
         with the Landlord's consent in respect of which the Landlord shall or
         may be or become liable for any charge or levy under the Planning Acts
         and any works required to be carried out to the Demised Premises, on or
         by a date subsequent thereto by reason of any limitation or condition
         imposed by a planning permission consent or approval or if the work
         cannot lawfully be done before the end of the Lease Term to pay to the
         Landlord the estimated cost of carrying it out provided that if

<PAGE>   34
                                      -33-



         application to the Court has been made for a new tenancy under Part II
         of the Landlord and Tenant Act 1954 this sub-clause shall apply to the
         date on which the tenancy as continued under the Act comes to an end.

         29.5 So often as occasion shall require at the expense in all respects
         of the Tenant to obtain from the appropriate authorities all such
         permissions licences and consents (if any) as may be required for the
         carrying out by the Tenant of any works to or operations on the Demised
         Premises or the institution or continuance by the Tenant thereon of any
         use thereof which may constitute development within the meaning of the
         Planning Acts.

         29.6 To pay and satisfy any charge or levy that may hereafter be
         imposed under the Planning Acts in respect of the carrying out or
         maintenance by the Tenant of any such works or operations or the
         institution or continuance by the Tenant of any such use as aforesaid.

         29.7 In any case where a planning permission is granted subject to
         conditions and if the Landlord reasonably so requires to provide
         security for the compliance with such conditions and not to implement
         the planning permission until such security has been provided.

         29.8 If reasonably required by the Landlord but at the cost of the
         Tenant to appeal against any refusal of planning permission or the
         imposition of any conditions in a planning permission relating to the
         Demised Premises following an application by the Tenant.

         29.9 Notwithstanding any consent which may be granted by the Landlord
         under this Lease not to carry out or make any alteration or addition to
         the Demised Promises or any change of use thereof (being an alteration
         or addition or change of use which is prohibited by or for which the
         Landlord's consent is required to be obtained under this Lease and for
         which a planning permission needs to be obtained) before a planning
         permission therefor has been produced to the Landlord and acknowledged
         by the Landlord in writing (such acknowledgement not to be unreasonably
         withheld) as satisfactory to the Landlord BUT so that the Landlord may
         refuse so to express such satisfaction with any planning permission on
         the ground that the period thereof or anything contained therein or
         omitted therefrom in the reasonable opinion of the Landlord's Surveyor
         would be likely to be prejudicial to the Landlord's interest in the
         Demised Premises or any Adjoining Property whether during or at the end
         or sooner determination of the Lease Term.

TO PAY LANDLORD DUE PROPORTION OF COMPENSATION

30 TO pay or procure the payment to the Landlord of the due and proper portion
of any compensation paid to the Tenant or payable consequent upon any notice
served or application refused by any governmental or local authority in respect
of the Demised Premises or the user thereof. In the event of any dispute arising
out of this Clause the same shall be referred to arbitration in accordance with
the Arbitration Act 1996.



<PAGE>   35
                                      -34-



NEW GUARANTOR

31 WITHIN fourteen days of the death during the Lease Term of any Guarantor or
of any Guarantor becoming bankrupt or having a receiving order made against him
or being a Company passing a resolution to wind up or entering into liquidation
or having a receiver appointed to give notice of this to the Landlord and if so
required by the Landlord at the expense of the Tenant within twenty tight days
of such request being made in writing to the Tenant to procure some other person
acceptable to the Landlord to execute a guarantee in respect of the Tenant's
obligations contained in this Lease such guarantee to be in the form set out in
the Fourth Schedule hereto.

LANDLORD'S RIGHTS

32 TO permit the Landlord and all persons authorised in writing by the Landlord
(including agents, professional advisers, contractors, workmen and others) at
all times during the Lease Term to exercise without interruption or interference
any of the rights granted to the Landlord by virtue of the provisions of this
Lease.

PLANS, DOCUMENTS, ETC.

33       33.1 TO retain a copy of the Demised Premises Health and Safety File
         upon the Demised Premises (receipt of which is acknowledged by the
         Tenant) and to maintain the said file and the original (in the
         Landlord's possession) in accordance with The Construction (Design and
         Management) Regulations 1994 and if called upon so to do to produce to
         the Landlord or the Landlord's Surveyor the Health and Safety File
         together with all information, plans, documents and other evidence as
         the Landlord may require in order to be satisfied that the provisions
         of the said Regulations and of this Lease have been complied all at the
         Tenant's expense.

         33.2 If called upon so to do to furnish to the Landlord the Landlord's
         Surveyor or any ocher surveyor acting for the Landlord or any surveyor
         or other person to acting to the Rack Rental Value of the Demised
         Premises under the provisions for rent review in this Lease such
         information as may be requested in writing in relation to any pending
         or intended step under the Landlord and Tenant Act 1954 or the
         implementation of the rent review provisions in this Lease.

TO YIELD UP

34       34.1 AT the expiration or sooner determination of the Lease Term to
         yield up the Demised Premises with vacant possession and in such good
         and substantial repair as is in accordance with the terms of this Lease
         TOGETHER WITH the Landlord's fixtures and fittings whole undefaced and
         fit for use and to give lip all keys of the Demised Premises to the
         Landlord and to remove all lettering and signs erected by the Tenant in
         or upon or near the Demised Premises and all Tenant's fixtures and
         fittings furniture and effects and forthwith to make good any damage
         caused by such removal.


<PAGE>   36
                                      -35-




         34.2 If at the expiration or sooner determination of the Lease Term the
         Demised Premises are not in the state of repair and redecoration in
         which they should be having regard to the Tenant's covenants and
         conditions contained in this Lease the Tenant shall (if so required by
         the Landlord) pay to die Landlord on demand by way of liquidated
         damages

                  34.2.1 such sum as shall be certified by the Landlord's
                  Surveyor to represent the cost of putting the Demised Premises
                  into the state of repair and redecoration in which they should
                  have been had the Tenant complied with the terms of this Lease
                  TOGETHER WITH rent at the rate prevailing at the expiration or
                  sooner determination of the Lease Term that would have been
                  payable under this Lease If the Lease Term had been extended
                  for such period as is reasonably necessary to put the Demised
                  Premises in to the state of repair and decoration in which
                  they should have been and

                  34.2.2 the fees of the Landlord's Surveyor for the preparation
                  and service of a Schedule of Dilapidations and the preparation
                  and issue of the said certificate.

INDEMNITY IN RESPECT OF DOCUMENTS CONTAINED IN FIFTH SCHEDULE

35 TO observe and perform the agreements, covenants and other matters contained
or referred to in the documents (if any) specified in the Fifth Schedule and to
indemnify the Landlord against all costs, charges, expenses, damages, breaches
and future liabilities arising from them.

                               THE FOURTH SCHEDULE

                       (THIRD SCHEDULE CLAUSES 19 AND 31)

                           COVENANTS BY THE GUARANTOR

1        IN this Schedule "Liability Period" means:

         1.1 In the case of any guarantor required pursuant to clause 19.8.2 and
         19.8.3 of the Third Schedule the period during which the relevant
         assignee is bound by the tenant covenants of this Lease together with
         any additional period during which that assignee is liable under an
         authorised guarantee agreement and

         1.2 In the case of any guarantor under an authorised guarantee
         agreement the



<PAGE>   37




                               DATED May 24, 1999






                            BALSTONE ESTATES LIMITED


                                    -- to --


                         3 dfx INTERACTIVE INC. OF TEXAS
                               (STB SYSTEMS, INC.)








                                   COUNTERPART
                                     LICENSE

                                   RELATING TO
                                 MERIDIAN HOUSE
                              2/4 THE GROVE, SLOUGH
                                    BERKSHIRE

THIS LICENSE is made the 24th day of May, _______, One thousand nine hundred and
ninety nine BETWEEN BALSTONE ESTATES LIMITED (company registration number
1098614) whose registered office is at "Sorbon", Aylesbury End, Beaconsfield,
Buckinghamshire, HP9 1LW (hereinafter called "the Landlord") of the one part and
3dfx INTERACTIVE of Texas (STB Systems, Inc.) incorporated in Texas USA (company
registration number 75-1855896) whose registered office is at 3400 Waterview
Parkway, Richardson, Texas 75080 USA, and whose address for service in the
United Kingdom is Meridian House 2-4 The Grove Slough Berkshire

(hereinafter called "the Tenant") of the other part.

WHEREAS

(1) This Licence is supplemental to a Lease (hereinafter called "the Lease")
short particulars of which appear in the First Schedule hereto whereby ALL THAT
the premises specified in the
<PAGE>   38




Second Schedule hereto (hereinafter called "the Premises") were demised for the
term of Ten years from the     day of       One thousand nine hundred and ninety
nine subject to the payment of the rents reserved by and the performance and
observance of the covenants on the Lessee's part and the conditions contained in
the Lease.

(2) The reversion immediately expectant on the determination of the term of
years granted by the Lease remains vested in the Landlord and the unexpired
residue of the said term of years remains vested in the Tenant.

(3) The Lease contains provisions (inter alia) prohibiting the Tenant from
carrying out alterations or additions to the Premises PROVIDED THAT the Tenant
may with the prior written consent of the Landlord carry out works of alteration
of a non-structural nature.

(4) The Tenant has applied to the Landlord for consent to carry out the works
described in the Third Schedule hereto and the Landlord has agreed to the Tenant
carrying out such works subject to the terms and conditions (including the
obligation to re-instate the Premises) hereinafter appearing.

NOW THIS DEED WITNESSETH as follows:

1 SUBJECT to the conditions herein contained and to all rights of any person not
a party to this Licence the Landlord HEREBY GRANTS to the Tenant its Licence and
Consent pursuant to clause 7.1 of the Third Schedule to the Lease to carry out
and complete the works described in the Third Schedule hereto ("the Permitted
Works").

2 IN consideration of the Licence hereinbefore contained and granted the Tenant
HEREBY COVENANTS with the Landlord as follows:

         2.1 To carry out the Permitted Works as soon as is practicable in
         accordance with the plans and specification (if any) referred to in the
         Third Schedule and in a good and workmanlike manner with due diligence
         and speed to the satisfaction of the Landlord and the Landlord's
         Surveyor.

         2.2 During the execution of any of the Permitted Works:

                  2.2.1    To keep all materials and equipment stored inside the
                  Premises

                  2.2.2    Not to cause or permit:

                           2.2.2.1 Any damage disturbance annoyance nuisance or
                           inconvenience whether by noise dust vibration the
                           emission of smoke fairies or effluvia or otherwise to
                           the Landlord or to the owners or occupiers of any
                           adjoining or neighbouring property.

                           2.2.2.2 Any damage or disturbance to or weaken or
                           render unsafe the structure of the Premises or any
                           adjoining or neighbouring property or any plant or
                           machinery at the Premises.


<PAGE>   39





                           2.2.2.3 The infringement interruption or destruction
                           of any right easement or privilege

                           2.2.2.4  The interruption of any service to or from
                           adjoining or neighbouring property.

         2.3 To insure and keep insured with the insurers with whom the Premises
         are for the time being insured ("the Insurers"):

                  2.3.1 All parts of the Permitted Works from time to time
                  executed and all unfixed materials and goods at the Premises
                  intended for the Permitted Works from the date of their
                  commencement to the date of their completion in the joint
                  names of the Landlord and the Tenant against loss or damage by
                  fire lightning explosion storm tempest flood bursting or
                  overflowing of water tanks apparatus or pipes earthquake
                  aircraft and other aerial devices or articles dropped from
                  aircraft or other aerial devices riot and civil commotion and
                  such other risks as the Landlord may from time to time require
                  in the full reinstatement or replacement value it being agreed
                  that all money received under any policy relating to such
                  insurance shall be applied in restoring replacing and
                  reinstating such works materials and goods the Tenant making
                  up any deficiency out of the Tenant's own money.

                  2.3.2 Without prejudice to clause 2.5.2 the Landlord and the
                  Tenant in a sufficient sum against all liability actions
                  proceedings costs claims demands and expenses whatever in
                  respect of personal injury to or the death of any person or
                  damage to any property real or personal however arising out of
                  or in the course of or as a result of the execution of the
                  Permitted Works or any part of them and to supply the Landlord
                  on demand a copy or copies of the policy or policies relating
                  to such insurance and the receipts or other evidence of
                  payment of the current premium.

         2.4      2.4.1 To pay to the Landlord on demand and to indemnify the
                  Landlord against any increased or extra premium payable in
                  respect of the insurance of the Premises or any adjoining or
                  neighbouring property as a result of the execution or
                  retention of the Permitted Works or any part of them.

                  2.4.2 To indemnify the Landlord against all liability actions
                  proceedings claims demands costs and expenses whatsoever
                  (including without limitation those in respect of personal
                  injury to or the death of any person or any injury or damage
                  to any property real or personal) however arising whether
                  directly or indirectly as a result of the grant of or any
                  failure by the Tenant to comply with the covenants and
                  conditions contained in this Licence the commencement
                  execution or retention of the Permitted Works or any part of
                  them the state and condition of tile Premises whether during
                  or after tile execution of the Permitted Works or the
                  existence operation or use of any apparatus machinery
                  substance or thing on the Premises in connection with the
                  Permitted Works.


<PAGE>   40





         2.5 On completion of all the Permitted Works to remove all debris and
         equipment from the Premises make good any damage caused to the Premises
         or any adjoining or neighbouring property of the Landlord by the
         execution of the Permitted Works and to reinstate the same to the
         satisfaction of the Landlord's Surveyor.

         2.6 To pay on demand to the Landlord and indemnify the Landlord against
         all costs charges fees disbursements and expenses of the Landlord
         (including those of tile Landlord's Solicitors and Architects or
         Surveyors where appropriate and Agents and any other professional
         advisers (and including in each case any Value Added Tax) of and
         incidental to the preparation execution and completion of this Deed (in
         duplicate) the approval of the plans and specifications and other plans
         which may be required and the superintendence of the Permitted Works
         and otherwise howsoever (without limitation) in relation to matters
         arising under this Deed.

         2.7      2.7.1 That the Tenant has obtained or will obtain forthwith
                  all necessary permissions and consents from all competent
                  local and other authorities and will comply with all Acts of
                  Parliament and any regulations rules or orders made thereunder
                  and any bye-laws in respect of the Permitted Works and will
                  carry out and maintain the Permitted Works in accordance
                  therewith and without prejudice to the generality of the
                  foregoing in accordance with any applicable planning
                  permission the Building Regulations and the requirements of
                  the Fire Officer.

                  2.7.2 Subject to any statutory direction to the contrary to
                  pay and satisfy any charge or levy which may be imposed under
                  the Town and Country Planning Act 1990 or any other statute in
                  respect of the commencement execution or retention of the
                  Permitted Works or any part of them.

                  2.7.3 To observe and perform the obligations set out in the
                  Fourth Schedule relating to health and safety.

         2.8 That the Tenant shall give to the Landlord at least seven days'
         written notification of the Tenant's intention to commence the
         Permitted Works and will further notify the Landlord forthwith of
         completion of the Permitted Works.

         2.9 To permit the Landlord and the Landlord's Architects Surveyors
         Agents and workmen to enter the Premises at all times for any purpose
         in connection with this Licence or any of the Permitted Works.

         2.10 That the Tenant will at the expiration or sooner determination of
         the Lease (unless released in writing by the Landlord from compliance
         with this stipulation) at its own cost and expense reinstate and make
         good the Premises and restore the same to the same state and condition
         as they are now and as if the said works had not been made and such
         reinstatement shall be carried out under the supervision and to the
         satisfaction of the Landlord's Architects or Surveyors whose costs
         shall be home and paid for by the Tenant and without prejudice to any
         other right of the Landlord the Tenant shall pay to the Landlord a sum
         equivalent to the loss of rent incurred by the Landlord during such
         period as the works of reinstatement are being carried out.


<PAGE>   41





3 NOTHING herein contained shall be deemed to authorise any further alterations
or works to the Premises or any part thereof or in any way lessen the liability
of the Tenant to the Landlord under the Tenant's covenants contained in the
Lease or waive or be deemed to waive any breach thereof which may have occurred
prior to the date of this Licence.

4 AS and when the Permitted Works shall have been completed all the Tenant's
covenants provisions and agreements contained in the Lease shall be applicable
to the Premises in their then altered state in the same manner and as fully and
extensively as if the Premises had continued in the same state as the Premises
were in prior to the completion of the Permitted Works.

5 THE proviso for re-entry contained in the Lease shall be exercisable upon any
breach of any of the covenants hereof as well as upon any breach of any of the
covenants and conditions in the Lease.

6        IT IS HEREBY EXPRESSLY AGREED that:

         6.1 All sums payable by the Tenant under this Licence shall be
         recoverable as rent in arrear.

         6.2 If the Permitted Works are not commenced within eight weeks of the
         date hereof the provisions of this Licence save for Clauses 2.7 and 6.1
         shall determine and cease to have effect as of that date.

         6.3 The alterations and additions comprised in the Permitted Works are
         not improvements for the purposes of the Landlord and Tenant Act 1927
         Part I and are carried out by the Tenant to suit its own personal
         requirements and neither the Tenant or any other person shall be
         entitled to compensation in respect thereof at the expiry or sooner
         determination of the Lease or at any other time.

         6.4 For the purpose of rent revision or for the calculation of the
         rental value or for any other purposes the net useable area of the
         Premises shall be deemed to be that as at the commencement of the Lease
         and any reduction in the useable area caused by the Permitted Works
         shall be ignored.

         6.5 Without prejudice to any other remedy of the Landlord if the Tenant
         is in breach of any of its obligations under this Licence the Landlord
         may serve notice on the Tenant specifying the breach and if such breach
         is not remedied within a reasonable time the Landlord may either serve
         a notice on the Tenant requiring the Tenant to reinstate the Premises
         or itself remedying the breach at the expense of the Tenant.

7 This document shall be treated as having been executed and deliver as a deed
only upon being dated.

         IN WITNESS whereof this License has been executed as a Deed by the
parties hereto the day and year first before written.


<PAGE>   42
                                      -41-




                               THE FIRST SCHEDULE

                                    THE LEASE

<TABLE>
<CAPTION>
DATE                      PARTIES                         TERM
<S>                       <C>                             <C>
                          Balstone Estates Limited (1)    Ten years from the
                          3dfx Interactive Inc. (2)       day of 1999
</TABLE>


                               THE SECOND SCHEDULE

                                  THE PREMISES

                  Meridian House 2/4 The Grove Slough Berkshire