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                               DATED: 12th August 1998






                          COMLAND INDUSTRIAL AND COMMERCIAL
                                PROPERTIES LIMITED (1)


                                          to



                              INSIGNIA SOLUTIONS PLC (2)












                                       LEASE OF

                             APOLLO HOUSE MERCURY CENTRE
                              WYCOMBE LANE WOOBURN GREEN
                             HIGH WYCOMBE BUCKINGHAMSHIRE













                                     [MANCHES LOGO]

                   Manches & Co 3 Worcester Street Oxford OX1 2PZ  




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THIS LEASE is made the 12th day of August One thousand nine hundred and 
ninety eight

BETWEEN


(1)  COMLAND INDUSTRIAL AND COMMERCIAL PROPERTIES LIMITED
     (Company Registration Number 2126351) whose registered office is at
     Riverside House Riverside Holtspur Lane Wooburn Green High Wycombe
     Buckinghamshire HP10 0TJ ("the Landlord")


(2)  INSIGNIA SOLUTIONS Plc (Company Registration Number 01961960)
     whose registered office is at Buckingham Court London Road High Wycombe
     Buckinghamshire HP11 1JU ("the Tenant")



     WITNESSETH as follows:-


1. INTERPRETATION


(1)  In these Presents where the context so admits the following expressions
     shall have the following meanings:-


     (i)    "the 1954 Act" means The Landlord and Tenant Act 1954


     (ii)   "Account Date" means 31st December in every year of the Term or
            such other date as the Landlord may from time to time nominate


     (iii)  "adjoining or neighboring land or premises" includes any adjoining
            or neighboring land or premises whether or not belonging to the
            Landlord


     (iv)   "Building" means any building from time to time on the Demised



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                                        [MAP]



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                                        [MAP]



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                                          2


            Premises


     (v)    "Business Day" means a day (other than a Saturday or a Sunday) on
            which banks are generally open in London for normal business


     (vi)   "Clearing Bank" means a bank which is a member of CHAPS and Town
            Clearing Company Limited


     (vii)  "company" means a body corporate wheresoever incorporated


     (viii) "Conducting Media" means tanks pipes cables wires lights and
            light-fittings meters radiators drains sewers gutters and other
            things (whether or not of a like nature) for the supply of
            electricity telephone gas water soil and other services and 
            supplies


     (ix)   "the Demised Premises" means ALL THAT property known as Apollo
            House The Mercury Centre Wycombe Lane Wooburn Green High
            Wycombe Buckinghamshire forming part of the Estate and shown for
            the purposes of identification only edged red on Plan A and each 
            and every part thereof including without prejudice to the foregoing
            the Building and all entrances entrance-halls plant rooms heating
            apparatus and other apparatus stairs and passageways and the
            accessways yards open areas and the Conducting Media within or
            exclusively serving the Demised Premises together with the
            Landlord's fixtures and fittings from time to time therein and each
            and every part thereof together with all alterations additions and
            improvements to the Demised Premises


     (x)    "Estate" means the Landlord's estate of which the Demised Premises




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                                          3



            form part known as The Mercury Centre Wycombe Lane Wooburn
            Green High Wycombe Buckinghamshire shown verged blue on Plan B
            together with such additional land or excluding such land of lesser
            area (but including the Demised Premises and the land over which it
            enjoys rights granted by this Lease) as the Landlord may from time 
            to time specify and together with all buildings fixtures or
            structures whatsoever from time to time thereon


     (xi)   "Estate Services" means the provision and carrying out by or on
            behalf of the Landlord of such services as in the opinion of the 
            Landlord are:-


            (a)     necessary for the maintenance repair upkeep renewal
                    insurance security management cleanliness renewal and
                    replacement of items of plant equipment Conducting Media
                    landscaping roadways pavements forecourt car parks and/or
                    common areas and common facilities forming part of the
                    Estate and forming part of the land shown hatched black on
                    Plan B; or


            (b)     for the benefit of tenants of the Estate; or


            (c)     otherwise in keeping with the principles of good estate
                    management of the Estate



            and the Landlord may from time to time withhold add to or extend
            and vary or make any alteration in the nature of matters previously
            performed as Estate Services if the Landlord considers it necessary
            or in the interests of good estate management


     (xii)  "Estate Service Expenditure" means all expenditure incurred by the




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                                          4



            Landlord or which the Landlord reasonably anticipates is likely to
            be incurred during the Term in providing all or any of the Estate
            Services including (without prejudice to the generality of the
            foregoing):-


     (a)    the cost of repairing resurfacing cleaning lighting maintaining
            renewing replacing and improving the estate roads serving the
            Estate and the forecourt car parking areas loading bays landscaped
            areas boundary walls fences hedges gates entrances and signs now or
            at any time during the Term constructed on the Estate including any
            drains sewers pipes cables gutters inspection chambers or any other
            services or fittings relating thereto over in or under the Estate


     (b)    the cost of retaining and providing the services of all staff
            necessary for the efficient maintenance and management of the
            Estate

     (c)    the cost of maintaining proper security in respect of the Estate
            both during and outside normal working hours and at weekends


     (d)    the cost of the maintenance replacement renewal and improvement of
            the drainage and sewerage system serving the Estate


     (e)    the cost of and incidental to compliance by the Landlord with every
            notice regulation or order of any competent local or other
            authority in relation to the Estate or its appurtenances


     (f)    (i)     all reasonable fees charges expenses and commissions
                    properly incurred in the administration and management of
                    the Estate or payable to any solicitor accountant surveyor
                    valuer agent or architect or any of them whom the Landlord
                    may from time to time employ in connection with the
                    management or maintenance of the Estate including the cost
                    of preparing or causing to be prepared statements of the
                    said costs charges and expenses and auditing the same




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                                          5


            (ii)    a charge equivalent to ten per centum of the aggregate costs
                    expenses and outgoings referred to in this clause
                    1(1)(xiii) (but excluding this sub-paragraph (f)(ii)) such
                    sum to be in respect of the general administration and
                    supervision costs of the Landlord relating to or in
                    connection with the matters specified or referred to in this
                    Clause 1(1)(xiii) or any of them PROVIDED that any sums
                    payable to a managing agent under the immediately preceding
                    sub-paragraph (f)(i) in respect of the management or
                    supervision of the Estate and which shall be included in the
                    calculation of the said aggregate costs expenses and
                    outgoings shall be deducted from the charge included by
                    virtue of this sub-paragraph

     (g)    the costs of effecting and maintaining in force an insurance policy
            or policies against any and every liability of the Landlord for
            injury to or death of any person (including every agent servant and
            workman of the Landlord) and damage to or destruction of the
            property by any such person arising out of the maintenance of the
            Estate

     (h)    the cost of carrying out all other work or providing services of
            any kind whatsoever which the Landlord may from time to time
            reasonably consider necessary or desirable for the purpose of
            maintaining or improving the Estate in the interests of the tenants
            thereof

     (i)    such sums as the Landlord shall in its discretion think fit as
            being a reasonable provision for expenditure likely to be incurred
            during the Term in connection with the matters mentioned in this
            and the preceding paragraphs


     but excluding any expenditure on any part of the Estate for which any other
     tenant shall be directly responsible and/or which shall be attributable
     (whether directly or indirectly) to the construction by the Landlord of
     Phase 2 of the Estate on that part of the Estate shown coloured orange on
     Plan B but giving credit for any sums payable to the Landlord from any
     owner or occupier of adjoining land towards the cost of provision of Estate
     Services




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                                          6


     (xiii) "the Initial Rent" is One Hundred and Five Thousand Pounds
            (L105,000) per annum


     (xiv)  "the Insured Risks" means the risks covered from time to time by
            the insurance policy effected by the Landlord pursuant to its
            covenant herein contained including a minimum of three years loss
            of rent and risks in respect of fire lightning explosion storm
            tempest flood aircraft and articles dropped therefrom impact storm
            riot and civil commotion burst pipes and tanks and damage to or
            failure of the boilers lifts lift apparatus plant rooms heating and
            air conditioning apparatus and other apparatus plant and machinery
            in the Demised Premises subsidence heave landslip and such other
            risks or perils (if any) as the Landlord may from time to time deem
            prudent to insure

     (xv)   "the Landlord" includes the person or persons for the time being
            entitled to the reversion immediately expectant on the Term


     (xvi)  "Plan A" and "Plan B" means the plan or plans so marked annexed
            hereto 


     (xvii) "the Planning Acts" means and includes the Town & Country Planning
            Acts 1990 the Planning (Listed Buildings and Conservation Areas) 
            Act 1990 the Planning (Hazardous Substances) Act 1990 the Planning
            (Consequential Provisions) Act 1990 the Environmental Protection
            Act 1990 the Planning and Compensation Act 1991 and the Environment
            Act 1995 


     (xviii) "Possession Date" means whichever is the earliest of the date
             hereof or



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                                          7



            the date upon which the Tenant takes possession of the Demised
            Premises or has access to the Demised Premises for the purposes of
            commencing its fitting out works


     (xix)  "these Presents" means this Lease and the Schedules hereto and any
            licences granted pursuant hereto and any deed of variation hereof
            and any deed or other instrument made supplemental hereto


     (xx)   "Provisional Sum" in relation to each Service Period means an
            amount calculated by the Landlord's managing agents acting as
            experts and not arbitrators as their reasonable and proper estimate
            of the likely Service Rent for the relevant Service Period


     (xxi)  "the Rent Commencement Date" means the day 12th August 1998


     (xxii) "Review Date" means the 12th day of August 2003 and the 12th day of
            August 2008


     (xxiii) "Service Period" means the period:-


            (a)     from the Possession Date to (and including) the first
                    Account Date; and thereafter

            (b)     between two consecutive Account Dates (excluding the first
                    and including the second); and thereafter

            (c)     commencing immediately after the last Account Date of the
                    Term and ending on the expiration or sooner determination of
                    the Term




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                                          8


     (xxiv) "Service Rent" is the relevant proportion applicable to the Demised
            Premises from time to time of the Estate Service Expenditure for
            any relevant Service Period


     (xxv)  "the Tenant" includes the successors in title and assigns of the
            Tenant(s)

     (xxvi) "the Term" means a term of 15 years commencing on the 12th day of
            August 1998 together with any holding over continuation or
            extension thereof whether by agreement operation of law or
            otherwise


     (xxvii) "underlease" means any lease granted or agreed to be granted
             (whether immediately or not) out of the Term and "underlessee"
             means the lessee for the time being thereunder and "underletting"
             means the grant of any underlease


(2)  AND in these Presents unless there is something in the context inconsistent
     therewith:-


     (i)    words importing the masculine gender shall include every gender and
            vice versa and words importing the singular shall include the
            plural and vice versa and words importing persons and all
            references to persons shall include companies corporations and
            firms and vice versa and references to a natural person include his
            estate and personal representatives


     (ii)   if at any time two or more persons are included in the expression
            "the Landlord" "the Tenant" or  "the  Surety" then covenants herein
            contained or implied by or on the part of such persons shall be
            deemed to be and 



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                                          9



            shall be construed as covenants entered into by and binding on such
            persons jointly and severally 


     (iii)  any reference to any enactment (whether generally or specifically) 
            shall be construed as a reference to that enactment as amended
            extended re-enacted or applied or consolidated by or under any
            other enactment and shall include all instruments orders plans
            regulations permissions and directions made or issued thereunder or
            deriving validity therefrom


     (iv)   the clause and paragraph headings in this Lease are for ease of
            reference only and shall not be taken into account in the
            construction or interpretation of any covenant condition or proviso
            to which they refer


     (v)    references in this Lease to a clause Schedule or paragraph are
            references where the context so admits to a clause Schedule or
            paragraph of this Lease and references to a paragraph of a Schedule
            are (unless the context otherwise requires) references to a
            paragraph of that Schedule in this Lease


     (vi)   any covenant by the Tenant or any underlessee not to do any act or
            thing shall include a covenant not to permit or suffer the doing of
            that act or thing


     (vii)  the perpetuity period applicable to this Lease shall be eighty 
            years from the date hereof and wherever in this Lease either party
            is granted a future interest in property there shall be deemed to
            be included in respect of every such grant a provision requiring
            that future interest to 



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                                          10


            vest within the stated period and for it to be void for remoteness
            if it shall not have so vested


     (viii) Clause headings shall not affect the construction of this Lease


2. THE DEMISE


     The Landlord HEREBY DEMISES unto the Tenant the Demised Premises TOGETHER
     with the particular rights in the First schedule hereto so far as the
     Landlord has power to grant the same BUT EXCEPT AND RESERVING AND SUBJECT
     to the particular rights and matters in the Second Schedule hereto AND
     SUBJECT ALSO to and with the benefit of the matters referred to in the
     Third Schedule hereto and to such other rights easements quasi-easements
     and privileges as are enjoyed by any adjoining or neighbouring land or
     premises in any manner affecting the Demised Premises TO HOLD the Demised
     Premises unto the Tenant (together with but except and reserved and subject
     as aforesaid) for the Term YIELDING AND PAYING therefor unto the Landlord
     during the Term and so in proportion for any less time than a year without
     any deductions therefrom whatsoever the following rents namely:-


     (a)    First from the Rent Commencement Date and during the remainder of
            the Term the Initial Rent or such higher yearly rent as may become
            payable pursuant to review under Clause 6 hereof such yearly rent
            to be payable by equal quarterly payments in advance on the usual
            quarter days in each year of which the first payment (being the due
            proportion for the period commencing on the Rent Commencement Date
            and ending on the day preceding the usual quarter day thereafter)
            to be paid on or before the Rent Commencement Date



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                                          11


     (b)    Secondly throughout the Term by way of additional rent all sums
            (including the whole of any increase in any premium from time to
            time as a result of or arising out of the manner or the purposes in
            or for which the Demised Premises are kept used and occupied and
            the cost of periodically revaluing but not more than once in any
            year the Demised Premises for insurance purposes) incurred by the
            Landlord in respect of the several insurances referred to in Clause
            4(1) hereof each such sum to be paid by the Tenant forthwith on
            demand therefor (but not earlier than one month before the next
            renewal date) the first such payment in respect of the amounts
            already so expended by the Landlord (being the due proportion
            thereof for the period from the Possession Date to the next renewal
            date or dates for such insurances) to be paid on or before the date
            hereof and in the event of any dispute as to any such sum the same
            shall be reasonably determined by the Landlord's surveyor (acting
            as an independent expert and not as an arbitrator) whose
            determination shall in the absence of manifest error be final and
            binding on the parties save as to questions of law and

     (c)    Thirdly with effect from the Possession Date as additional yearly
            rent the Service Rent (including the Provisional Sum on account)
            payable in accordance with the provisions of clause 9 hereof

     (d)    Fourthly by way of additional rent all other sums payable by the
            Tenant hereunder including (without prejudice to the generality of
            the foregoing) interest collection charges costs and Value Added 
            Tax on the rents hereinbefore made payable such sums to be paid 
            upon demand



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                                          12

3. TENANT'S COVENANTS


The Tenant to the intent that the obligations hereby created shall continue 
throughout the whole of the Term HEREBY COVENANTS with the Landlord as 
follows:-

(1)  RENT


     (a)    To pay the rents hereby reserved at the times and in the manner
            aforesaid and not to exercise or to seek any right or claim to
            withhold rent or any right or claim to legal or equitable set-off


     (b)    If so required by the Landlord to make such payments by bankers
            order or credit transfer to any bank account or other account in
            the United Kingdom which the Landlord may from time to time
            reasonably nominate


(2)  OUTGOINGS


     (a)    To pay and keep the Landlord fully indemnified from and against all
            liability for all general and other rates of whatever nature or
            kind and all taxes charges duties levies assessments impositions
            and outgoings whatever (whether parliamentary parochial local or of
            any other description) which are now or may become payable in
            respect of the Demised Premises whether by the owner tenant or
            occupier thereof other than those which occur as a direct or
            indirect result of any dealing by the Landlord in respect of its
            reversionary interest or taxes imposed on the Landlord in respect
            of the rents reserved in these Presents (save for VAT) and in
            addition to indemnify the Landlord 



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                                          13

            against any rates and outgoings payable by the Landlord after the
            expiration or sooner determination of the Term through the
            Landlord's inability to claim void rate relief for the maximum
            period (commencing with the date of the expiration or sooner
            determination of the Term) which would have been allowed had the
            Demised Premises been occupied up to the date of the expiration or
            sooner determination of the Term


     (b)    (i)     To pay to the Landlord in addition to the rents and other
                    sums payable under this Lease amounts equal to any Value
                    Added Tax (or similar tax whether in substitution for or in
                    addition to it) chargeable on any supply made by the
                    Landlord to the Tenant under the terms of or in connection
                    with this Lease

            (ii)    To pay and to indemnify the Landlord against amounts equal
                    to any Value Added Tax (or similar tax as aforesaid)
                    chargeable by reference to any sum paid or payable by the
                    Landlord in respect whereof (or some part thereof) the
                    Tenant agrees under this Lease to reimburse or indemnify the
                    Landlord save where the Landlord is able to reclaim the same
                    as an input credit (unless the Landlord is required by law
                    to recharge the VAT to the Tenant)


     (c)    To pay all charges (including meter rents and standing charges) for
            supplies of gas water and electricity consumed upon the Demised
            Premises


     (d)    Not to agree or by default allow to be fixed the rateable value of
            the Demised Premises or any part thereof without the prior written



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            consent of the Landlord such consent not to be unreasonably
            withheld and to co-operate with the Landlord at the joint cost of
            the Landlord and the Tenant in any negotiations with the District
            Valuer or in any appeal to the Court or to the Lands Tribunal in
            respect of the rateable value of the Demised Premises


(3)  REPAIR


     At all times during the term to put and keep the Demised Premises and means
     of escape therefrom in case of fire or other emergency and Conducting Media
     forming part of and exclusively serving the Demised Premises in good and
     substantial repair and condition and to amend rebuild renew and replace
     whenever necessary in accordance with good modern practice the whole or any
     part of the Demised Premises if the same is or becomes beyond repair and to
     maintain decorate support and clean the Demised Premises and to repair and
     to keep all yards and spaces not built upon clean tidy and free from refuse
     and weeds and to keep the external fabric and stonework cleaned and
     maintained as and when necessary and to keep the central heating and hot
     water boilers apparatus and installations and all sanitary and water
     apparatus for the time being of and serving the Demised Premises in good
     and substantial repair and clean condition and at all times in good and
     safe working condition (damage by the Insured Risks always excepted save to
     the extent that the policy or policies of insurance shall be rendered void
     or payment of the insurance moneys thereunder be refused in whole or in
     part by reason of or arising out of any act omission neglect or default of
     the Tenant or any underlessee or other person under the control of the
     Tenant or any underlessee) and to clean the glass in the Demised Premises
     inside at least once a month and the outside bi-monthly and (without
     prejudice to the generality of the foregoing obligations of the



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                                          15

     Tenant):-

     (a)    in a good and workmanlike manner and to the satisfaction of the
            Landlord in every third year of the Term calculated from the date
            hereof and also in the last three months of the Term (however and
            whenever it may terminate) to paint all the external woodwork
            ironwork metalwork cement or stucco-work (if any) and all other
            external parts of the Demised Premises which have been previously
            painted or ought to be painted with at least two coats of good
            quality paint of a colour (if different from that used previously)
            first specified or approved in writing by the Landlord (such
            approval not to be unreasonably withheld or delayed)


     (b)    in like manner and to the like satisfaction in every fifth year of
            the Term calculated from the date hereof and also in the last three
            months of the Term (however and whenever it may terminate) to paint
            with at least two coats of good quality paint all interior parts of
            the Demised Premises which have previously been or ought to be
            painted and paper or otherwise suitably decorate or treat with good
            quality materials as circumstances may require all parts of the
            interior of the Demised Premises which have previously been or
            ought to be so dealt with


     (c)    as often as may be necessary to maintain in good and substantial
            condition and to clean and treat in a suitable manner all surfaces
            fixtures and fittings not required to be decorated and so often as
            it shall be necessary to repair maintain and renew any plant
            machinery boilers equipment and fixtures and fittings



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                                          16


     (d)    to comply with the requirements or recommendations of any
            maintenance and operating manuals provided by the Landlord to the
            Tenant


     (e)    to enter into contracts for the periodic and regular inspection
            servicing and maintenance of the lifts lift shafts and lift
            apparatus and the hot water boilers and central heating apparatus
            and the air-conditioning and ventilation apparatus and any other
            apparatus and installations machinery and equipment and all
            sanitary and water apparatus and thereafter to keep the same on
            foot and observe and perform the Tenant's obligations thereunder
            and to produce to the Landlord on demand from time to time such
            contracts and evidence that any payments due from the Tenant
            thereunder are fully paid up-to-date


(4) COMPLIANCE WITH STATUTES


     (a)    In connection with the Defective Premises Act 1972 to notify the
            Landlord in writing immediately the Tenant becomes aware of any
            defect in the Demised Premises which may cause personal injury and
            to indemnify the Landlord against any claims proceedings demands
            costs and expenses incurred under Section 4 of the said Act by 
            reason of the Tenant's failure to erect and display prominently any
            such notice or warning of relevant defects (within the meaning of
            that Section) which the Landlord may request AND without prejudice
            to the foregoing to permit the Landlord and its agents with or
            without workmen and others at any time on reasonable notice to
            enter upon the Demised Premises for any or all of the following
            purposes namely erecting and exhibiting notices thereon and giving
            warning of


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                                          17


            relevant defects within the meaning of Section 4 of the said Act in
            the Demised Premises and installing lighting or any other reasonable
            means of warning or protection against such defects


     (b)    To observe and perform all requirements of any Act of Parliament
            local Act or bye-law and notices issued thereunder or of any public
            local or other competent authority (whether or not required of the
            Tenant itself) in any way affecting the Demised Premises or any
            thing in or any activity carried on by persons residing at or
            working or employed at the Demised Premises or the use and
            occupation thereof within the time limited by law or the notice
            requiring the same (or if no time is so limited then within a
            reasonable time) and to indemnify and keep the Landlord fully
            indemnified against all such requirements and all actions
            proceedings costs claims demands expenses and liability whatever
            arising out of or in connection with the non-observance or
            non-performance thereof


     (c)    Comply with all requirements and regulations of the electricity and
            gas supply authorities as to the electrical and gas installations
            in the Demised Premises and not without the Landlord's written
            consent (which shall not be unreasonably withheld or delayed) to
            alter or extend the electrical or gas installations or electrical
            wiring in the Demised Premises nor to use any apparatus which
            overloads the electrical or gas installations in the Demised
            Premises


(5) PARTY STRUCTURES


     (To the extent that the same is not included in the Estate Service
     Expenditure) on receipt of a written demand from or on behalf of the

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                                          18


     Landlord forthwith to pay a just proportion fairly attributable to the
     Demised Premises of all expenses of making maintaining upholding repairing
     rebuilding renewing scouring and cleansing any party walls fences gates and
     railings and any path ways yards external means of escape in case of fire
     or other emergency and Conducting Media and other structures which are
     available for enjoyment and use by the occupiers of the Demised Premises
     jointly with the occupiers of any adjoining or neighbouring land or
     premises such proportion if in dispute to be reasonably determined by the
     Landlord's surveyor (acting as an independent expert and not as an
     arbitrator) whose determination shall be final and binding upon the
     parties save as to questions of law or in the event of manifest error


(6)  YIELD UP IN GOOD REPAIR AT THE END OF THE TERM


     Quietly to surrender and yield up the Demised Premises to the Landlord 
     or as the Landlord may direct at the end or sooner determination of the 
     Term in a state and condition in all respects in accordance with the 
     covenants on the part of the Tenant herein contained Provided that if at 
     the expiration or sooner determination of the Term the Demised Premises 
     shall not be in such a state of repair and condition as shall be in 
     accordance with the Tenant's covenants and provisions herein contained 
     for or relating to the repair painting or the carrying out of any other 
     works on the Demised Premises by the Tenant then the Tenant shall pay to 
     the Landlord forthwith on demand a sum equivalent to the cost to the 
     Landlord of carrying out such repairs painting and works as shall be 
     necessary to put the Demised Premises in such a state of repair and 
     condition as aforesaid together with an amount representing the loss of 
     the rent first hereby reserved suffered by the Landlord for such 
     reasonable period to enable such repairs painting and works to be 
     carried out such sum in default of agreement to be certified by

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                                          19


     the Landlord's surveyor (acting as an independent expert and not as an
     arbitrator) whose determination shall be final and binding upon the
     parties save as to questions of law or in the event of manifest error


7.   LANDLORD'S RIGHT OF INSPECTION AND RIGHT OF REPAIR


     (a)    To permit the Landlord and others authorised by the Landlord after
            48 hours prior written notice at reasonable hours during the
            daytime to enter upon the Demised Premises to view and inspect the
            Demised Premises and ascertain how the same are being used and
            occupied and the state and condition thereof and to take schedules
            of all Landlord's fixtures and fittings and to estimate the current
            value the Demised Premises for insurance mortgage or other purposes


     (b)    Whenever on any such inspection anything is found which constitutes
            a breach non-performance or non-observance of the convenants on the
            part of the Tenant herein contained and of which the Landlord gives
            notice to the Tenant to remedy and make good the same within two
            months of the date of such notice (or sooner if necessary) but if
            the Tenant shall fail so to do to permit the Landlord if it so
            desires (although the Landlord shall be under no obligation so to
            do) without prejudice to the Landlord's right of re-entry
            hereinafter contained or any other right or remedy of the Landlord
            to enter upon the Demised Premises with contractors workmen and
            others and all necessary equipment tools and materials and to
            execute or complete such works and to pay to the Landlord on
            written demand either during or on completion of such works as the
            Landlord may require the costs and expenses thereby incurred by the
            Landlord together with all solicitors' surveyors' and other
            professional fees and expenses 

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                                          20


            incurred by the Landlord in relation to such works such sums to be
            recoverable as rent in arrear


     (c)    To permit the Landlord and others authorised by the Landlord and
            the tenants owners or occupiers from time to time of any adjoining
            or neighboring land or premises and their respective agents and
            contractors to enter upon the Demised Premises with workmen and
            others and all necessary equipment tools and materials after at
            least 48 hours prior written notice (except in an emergency when no
            prior notice need be given and if necessary to break into the
            Demised Premises) in order to carry out repairs alterations
            additions decorations or any other works to or on any adjoining or
            neighbouring land or premises which cannot reasonably be carried
            out without entry on to the Demised Premises PROVIDED ALWAYS that
            the persons so entering shall cause thereby as little inconvenience
            as possible to the Tenant or the other occupiers of the Demised
            Premises and shall with the minimum of delay make good all physical
            damage thereby caused to the Demised Premises



(8)  LANDLORD'S COSTS AND EXPENSES


     To pay on demand all costs charges and expenses (including solicitors'
     costs architects' managing agents and surveyors' fees) payable by the
     Landlord for the purposes of and incidental to:


     (a)    the preparation service or enforcement (whether by proceedings or
            otherwise) of any notice under Section 146 or 147 of the Law of
            Property Act 1925 requiring the Tenant to remedy a breach of any of
            the Tenant's obligations hereunder notwithstanding forfeiture for
            any

<PAGE>
                                          21


            such breach shall be avoided otherwise than by relief granted by
            the Court


     (b)    the preparation service or enforcement (whether by proceedings or
            otherwise) of any notice to repair or schedule of dilapidations
            accrued at or prior to the end or sooner determination of the Term
            whether or not served during the Term


     (c)    the collection of the rents and other amounts payable by the Tenant
            hereunder


     (d)    the performance and observance of any other of the provisions of
            this Lease


     (e)    any application by the Tenant to the Landlord for consent or
            approval under the terms of this Lease and these Presents whether
            such consent is given unconditionally or subject to conditions or
            refused or the request for the same is withdrawn subject to such
            costs being reasonable and proper


(9)  INSURANCE AND PROVISIONS IN CASE OF FIRE ETC.


     (a)    If the Demised Premises or any part thereof shall be destroyed or
            damaged as a result of any act omission neglect or default by or on
            the part of the Tenant or any underlessee or any person under the
            control of the Tenant or any underlessee whereby any policy of
            insurance maintained by the Landlord is rendered void or payment of
            the insurance money thereunder is refused in whole or in part to
            pay to the Landlord on written demand or otherwise make good to the

<PAGE>
                                          22


            Landlord all loss damage and expense thereby incurred and to
            indemnify the Landlord against all actions proceedings costs claims
            demands and liability whatsoever resulting therefrom or arising
            thereout including the cost of rebuilding reinstating replacing and
            making good the Demised Premises


     (b)    To keep the Demised Premises supplied with such fire prevention and
            fire fighting equipment as the insurers and Fire Authority may
            require and to maintain the same to their satisfaction


     (c)    To comply with all requirements and reasonable recommendations of
            the insurers and Fire Authorities as to fire precautions and fire
            fighting equipment relating to the Demised Premises or the conduct
            of persons using the Demised Premises


     (d)    In the event of the Demised Premises or any part thereof being
            destroyed or damaged by any of the Insured Risks to give notice
            thereof to the Landlord as soon as possible


     (e)    Not to leave the Demised Premises vacant or unoccupied for a period
            in excess of 21 days without first giving the Landlord at least 21
            days prior written notice of the intention so to do and without
            first paying any additional or increased premium required by the
            insurers and in the event the Demised Premises are left vacant
            during the last three months of the Term (howsoever determined) to
            indemnify the Landlord against any loss of empty rate relief he
            would otherwise enjoy at the end of the Term


     (f)    Not to do or omit to do anything or bring onto the Demised Premises

<PAGE>
                                          23


            any explosive flammable or toxic or otherwise harmful chemicals or
            materials or any other matter or thing of whatsoever nature which
            shall or may cause the policy or policies for the insurance of the
            Demised Premises or any adjoining or neighboring land or premises
            to become void or voidable or any premium payable to be increased
            above the ordinary or common rate for similar premises


     (g)    Forthwith to inform the Landlord in writing of any conviction
            judgement or finding of any Court or Tribunal relating to the
            Tenant (or any director or other officer or major shareholder of
            the Tenant) of such 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


     (h)    The Tenant warrants that prior to the execution of this Lease it
            has disclosed to the Landlord in writing any conviction judgement
            or finding of any Court or Tribunal relating to the Tenant (or any
            director or other officer or major shareholder of the Tenant) of
            such 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


     (i)    Not to insure or effect any insurance in respect of the Demised
            Premises or any plateglass therein insofar as the same are insured
            by the Landlord from time to time


     (j)    In the event of a claim upon the Landlords Policy of insurance any
            shortfall arising in the insurance monies due to the imposition of
            an excess by the Insurers any such excess shall be borne by the
            Tenant

<PAGE>
                                          24


            and paid to the Landlord upon demand


(10) USER


     (a)    The Demised Premises shall be kept used and occupied only as
            business commercial or professional offices or subject to the prior
            written consent of the Landlord (such consent not to be 
            unreasonably withheld or delayed) any other use within Class B1 of
            the Town and Country Planning (Use Classes) Order 1987 (but not as
            diplomatic offices or as a betting office or bookmaker's office as
            a jobcentre or an office for the Department of Health and Social
            Security) and not in any other manner or for any other purpose or
            for any immoral or unlawful purpose or for any sale by auction or
            for any residential purpose PROVIDED that the Tenant hereby
            acknowledges and admits that notwithstanding the foregoing
            provisions as to the use of the Demised Premises permitted to the
            Tenant the Landlord does not thereby or in any way give or make any
            representation or warranty that any such use is a permitted use
            within the provisions of the Planning Acts nor shall any consent in
            writing which the Landlord may hereafter give to any change of use
            be taken as including any such representation or warranty and that
            notwithstanding that any such use is not a permitted use within
            such provisions the Tenant shall remain fully bound and liable to
            the Landlord in respect of the obligations undertaken by the Tenant
            by virtue of this Lease without any compensation recompense or
            relief of any kind

     (b)    Neither the Tenant nor any underlessee nor any person under the
            control of the Tenant or any underlessee shall overload any floor
            of or lift in or serving the Demised Premises or pass or leave
            anything of a

<PAGE>
                                          25


            harmful nature through or in the basins or toilets or Conducting
            Media in or serving the Demised Premises (whether exclusively or
            jointly with other premises) or do anything at the Demised Premises
            which shall be or may become a nuisance (whether indictable or not)
            or which shall cause any damage or disturbance to the Landlord or
            the owners tenants or occupiers from time to time of any adjoining
            or neighboring land or premises


(11) ALTERATIONS


     (a)    Save and except in order to comply with any of the Tenant's
            obligations hereunder there shall be no reconstruction or
            rebuilding or carrying-out of any structural alterations additions
            or other structural works of or to the Demised Premises nor any
            cutting maiming or injuring of the main walls or roof and floor
            slabs of the Demised Premises nor any erecting of any new buildings
            or erections thereon PROVIDED that if such works are to be carried
            out by the Tenant to comply with its obligations in this Lease the
            Tenant shall first obtain the written consent of the Landlord to
            such works in the manner set out in sub-clause (b) below


     (b)    Save and except as aforesaid any non-structural alterations
            additions and other works of or to the Demised Premises shall be
            carried out only after there has first been obtained the written
            consent thereto of the Landlord (such consent not to be
            unreasonably withheld or delayed) and all necessary approvals
            consents licences permits or permissions of any competent authority
            body or person and then only strictly in accordance with the terms
            and conditions thereof and only in accordance with drawings and
            specifications of the relevant

<PAGE>
                                          26


            alterations additions or other works as the Landlord shall have
            required and previously approved in writing (such approval not to
            be unreasonably withheld or delayed) PROVIDED ALWAYS that the
            Landlord may as a condition of giving such consent require the
            Tenant to enter into such covenants with the Landlord as the
            Landlord may reasonably require for the execution and supervision
            of such works and the reinstatement of the Demised Premises at the
            expiry or sooner determination of the Term (howsoever determined)
            and such other covenants as the Landlord may reasonably require


     (c)    To permit the Landlord and others authorised by the Landlord to
            enter upon the Demised Premises after reasonable prior notice at
            reasonable hours during the daytime for the purpose of seeing that
            all alterations additions and other works thereto are being or have
            been carried out in all respects in conformity with this clause and
            immediately upon being required to do so to remove any alterations
            additions and other works of or to the Demised Premises which do
            not so conform or in respect of which any such approvals consents
            licences permits or permissions of any competent authority body or
            person have been withdrawn or have lapsed and thereupon make good
            all damage thereby caused to the Demised Premises and restore and
            reinstate all parts of the Demised Premises affected thereby to the
            reasonable satisfaction of the Landlord


     (d)    If so required in writing by the Landlord (but not otherwise) at
            the expiry or earlier determination of the Term to remove all
            alterations and additions made by the Tenant to the Demised
            Premises during the Term or during any period of occupation prior
            to the commencement of the Term

<PAGE>
                                          27


(12) SIGNS


     No fascia sign nameplate bill notice placard/ advertisement or similar
     device shall be affixed to or displayed in or on any part of the Demised
     Premises so as to be visible from the exterior thereof save such as
     indicates the name of any occupier or occupiers for the time being and its
     or their business and save such as has been previously approved by the
     Landlord in writing (such consent not to be unreasonably withheld or
     delayed)

(13) AERIALS


     No television or wireless or other form of mast or aerial receiver dish
     nor any flagpole shall be affixed to any part of the exterior of the
     Demised Premises save such as has been previously approved by the Landlord
     in writing (such consent not to be unreasonably withheld or delayed)


(14) PLANNING ACTS


     (a)    Without prejudice to the generality of clause 3(4) hereof to
            observe and perform all the requirements of any Acts or regulations
            relating to fire and the Planning Acts in respect of the Demised
            Premises or the use thereof and all the requirements of any
            approval consent licence permit or permission granted thereunder
            which remain lawfully enforceable and affect the Demised Premises
            and to indemnify and keep the Landlord fully indemnified from and
            against all actions proceedings costs claims demands expenses and
            liability whatsoever arising out of or in connection with any
            non-observance or non-performance thereof

<PAGE>
                                          28


     (b)    No application shall be made for any approval consent licence
            permit permission certificate or determination under the Planning
            Acts in respect of the Demised Premises without the prior written
            consent of the Landlord (such consent not to be unreasonably
            withheld or delayed)


     (c)    Unless the Landlord shall otherwise direct in writing to carry out
            to the reasonable satisfaction of the Landlord during the Term
            (however and whenever it may terminate) all works to the Demised
            Premises which as a condition of any such approval consent licence
            permit or permission obtained by and implemented by or on behalf of
            the Tenant or any underlessee are required to be carried out at the
            Demised Premises by a date after the Term (however and whenever it
            may terminate)


(15) STATUTORY NOTICES


     To give to the Landlord a copy of every notice of whatsoever nature
     affecting or likely to affect the Demised Premises made given or issued by
     or on behalf of the local planning authority or any other authority body or
     person having lawful jurisdiction within fourteen days of its receipt by
     the Tenant or any underlessee or sooner if requisite and to produce the
     original thereof to the Landlord on written request AND if so required in
     writing by or on behalf of the Landlord but at the joint cost of the
     Landlord and the Tenant to make or join with the Landlord and any other
     persons for the time being interested in the Demised Premises or any
     adjoining or neighboring land or premises affected thereby in making such
     objections or representations against or in respect of any such notice as
     aforesaid as the

<PAGE>

                                          29


     Landlord may reasonably require


(16)  ACCESS TO RE-LET

     To permit the Landlord during the period of six months immediately
     preceding the end or sooner determination of the Term (and at any time
     during the Term in the event of any proposed disposal by the Landlord of
     its interest in the Demised Premises) to affix and retain on any part of
     the Demised Premises (but not so as thereby materially to interfere with
     any trade or business carried on thereat or with reasonable access of light
     and air thereto) notices and boards relating to any proposed disposal by
     the Landlord of its interest in the Demised Premises or any part thereof or
     for reletting or otherwise dealing with the same and to permit all persons
     with written authority from the Landlord or the Landlord's agents to
     inspect and view the Demised Premises at reasonable times of the day by
     previous appointment


(17) ALIENATION


     (a)    Save as hereinafter permitted the Tenant shall not assign transfer
            underlet part with or share possession or occupation mortgage or
            charge or declare trusts over the whole or part only of the Demised
            Premises and the Tenant shall not permit or suffer any such dealing
            as aforesaid


     (b)    Not to part with possession or share occupation of the Demised
            Premises or any part thereof other than by way of:- 


            (i)   an assignment or charge permitted under sub-clause 3(17)(c);



<PAGE>

                                          30

                    or


             (ii)   an underlease permitted under sub-clause 3(17)(e); or


            (iii)   sharing of occupation by a company in the same group as the
                    Tenant permitted under sub-clause 3(17)(f)


     (c)    Not to assign or charge the whole of the Demised Premises without
            the Landlord's prior written consent which consent shall not be
            unreasonably withheld or delayed but which in respect of a proposed
            assignment may be subject to satisfaction of the conditions set out
            in sub-clause 3(17)(d) below and to complete any such assignment
            within twenty working days of the issue of the Landlord's consent
            provided that nothing in this sub-clause shall prevent the Tenant
            charging the Demised Premises pursuant to a floating charge over
            its assets entered into prior to the date hereof


     (d)    The conditions referred to in sub-clause 3(17)(c) which are
            specified for the purposes of Section 19(1A) of the Landlord and
            Tenant Act 1927 are:-


             (i)    that the Tenant shall have entered into an authorised
                    guarantee agreement (as defined in Section 16 of the
                    Landlord and Tenant (Covenants) Act 1995) with the Landlord
                    in a form which the Landlord reasonably requires


            (ii)    that any guarantor of the Tenant's obligations under the
                    Lease shall have guaranteed to the Landlord that the Tenant
                    will comply with the terms and conditions of the agreement

<PAGE>
                                          31


                    referred to in sub-clause 3(17)(d)(i) and in a form which
                    the Landlord reasonably requires


            (iii)   that any arrears of rent and any other payments due under
                    this Lease (including any outstanding balance due under the
                    terms of any rent deposit deed or bank guarantee) as at the
                    date of the Tenant's application for Licence to Assign has
                    been paid


             (iv)   that the Landlord reasonably determines that the proposed
                    assignee is capable of being able to comply with the
                    Tenant's covenants in this Lease and to continue to be such
                    a person following the assignment


              (v)   the Landlord is reasonably satisfied that the completion of
                    the assignment will not materiality adversely affect the
                    value of the Landlord's interest in the Demised Premises


             (vi)   the proposed assignee would in the reasonable opinion of the
                    Landlord be acceptable to a reasonable institutional 
                    investor in the market taking into account any reasonable
                    and proper facts including but not limited to the financial
                    strength of the proposed assignee and any guarantor of the
                    proposed assignee's obligations and any rent deposit offered
                    by the assignee


            (vii)   the execution and delivery to the Landlord prior to the
                    assignment of a rent deposit deed or the provision of a bank
                    guarantee for such sum as the Landlord may reasonably
                    determine but not exceeding 12 months passing rent in a form

<PAGE>
                                          32


                    reasonably acceptable to the Landlord and in substantially
                    the same form mutatis mutandis (save as the circumstances
                    require) as a rent deposit deed of even date herewith and
                    made between the parties hereto in the case of a rent
                    deposit deed together with the payment by way of cleared
                    funds of sums specified in the rent deposit deed


            (viii)  any intended assignee shall enter into a deed of covenant
                    with the Landlord in such a form as the Landlord shall
                    reasonably require to observe and perform all the covenants
                    and agreements on the part of the Tenant herein contained
                    during such period as the Tenant is bound by the Lease
                    covenants and in the case of a limited liability company
                    should the Landlord so reasonably require a guarantor or
                    guarantors reasonably acceptable to the Landlord shall join
                    in such deed of covenant to covenant with the Landlord
                    substantially in the same terms mutatis mutandis as clause 8
                    hereof


            PROVIDED THAT the Landlord and the Tenant agree that the Landlord
            may withhold its consent if any one or more of the following
            circumstances exist in which case the Landlord shall not be
            regarded as unreasonably withholding its consent:


            (1)     The proposed assignee is a company which is a member of the
                    same group (within the meaning of Section 42 of the Landlord
                    and Tenant Act 1954) as the Tenant unless the Tenant and the
                    proposed assignee become joint tenants


            (2)     The Landlord reasonably determines there is any subsisting

<PAGE>
                                          33


            material breach of any of the Tenant's covenants and conditions 
            in this Lease


     (3)    The proposed assignee or any proposed guarantor for the proposed 
            assignee (other than any guarantor under an authorised guarantee 
            agreement) is a corporation registered in or an individual 
            resident in a jurisdiction in which a judgment obtained in the 
            Courts of England and Wales will not necessarily be enforced 
            without any re-examination of the merits of the case


     (4)    The proposed assignee is a person firm company or other body
            corporate or entity which has the right to claim diplomatic
            immunity or exemption in relation to the observance and performance
            of the covenants and conditions contained in this Lease


     (5)    That if any consent of a superior landlord and/or mortgagee is
            required to the assignment that consent has not been obtained
            before the assignment


     (6)    The proposed assignee fails to demonstrate that it has a
            satisfactory current trading record to enable it to take on the
            liabilities under this Lease


(e)  PERMITTED UNDERLETTING


     (i)    The Tenant shall not underlet the whole or part of the Demised
            Premises or agree to underlet the whole or part of the Demised

<PAGE>
                                          34


            Premises comprising one or more complete floors of the Demised
            premises without the prior written consent of the Landlord such
            consent not to be unreasonably withheld or delayed provided that
            there shall not be more than two separate occupations of the
            Demised Premises at any one time and provided further that all
            underlettings of part of the Demised Premises shall have the
            renewal provisions of the 1954 Act (as amended) excluded by Court
            Order pursuant to Section 5 of the Law of Property Act 1969 and the
            Tenant shall not underlet the whole or part of the Demised Premises
            otherwise than by an underlease with provision for upwards only
            review of the reserved rent as at each review date during the term
            of the underlease in like manner (mutatis mutandis) as provided in
            Clause 6 hereof and in accordance with sub-clause 3(17)(e)(iv)
            hereof PROVIDED THAT the Tenant shall not underlet the whole or any
            part of the Demised Premises at a fine or a premium and not
            otherwise than at the Market Rent (as defined in Clause 6) or the
            proportionate part of the Market Rent of the Demised Premises where
            only part of the Demised Premises is underlet (such rent in all
            cases to be approved by the Landlord such approval not to be
            unreasonably withheld or delayed) and


     (ii)   any intended undertenant shall enter into a deed of covenant with
            the Landlord in such form as the Landlord shall reasonably
            require to observe and perform all the covenants and agreements on
            the part of the tenant contained in the underlease and if the
            Landlord so reasonably requires a guarantor or guarantors
            reasonably acceptable to the Landlord

<PAGE>
                                          35


            shall join in such deed of covenant to covenant with the Landlord
            in substantially the same terms mutatis mutandis as clause 8 hereof


     (iii)  in any permitted mediate or immediate underlease the rent shall be
            payable no more than one quarter in advance and


     (iv)   any such underlease shall in all respects be consistent with the
            provisions of this Lease including in particular (but without
            prejudice to the generality of the foregoing) provisions as to rent
            review which shall follow the provisions of this Lease and which
            require a review of the rent payable under this Lease to the Market
            Rent in accordance with the provisions and at the date of review of
            the rent payable under this Lease and 


     (v)    At all times to enforce compliance with the covenants and
            conditions contained in all underleases (whether mediate or
            immediate) of the Demised Premises and not to waive or vary any of
            the same without the prior written consent of the Landlord and not
            without the consent of the Landlord to accept a surrender of any
            underlease of the Demised Premises or agree any reviewed rent with
            an undertenant until the rent on rent review has been agreed or
            determined as between the Landlord and the Tenant pursuant to
            Clause 6 hereof and


     (vi)   Any further dealings with the Demised Premises thereby demised
            which are permitted shall be subject to the prior written consent
            of the Landlord (such consent not to be unreasonably withheld or
            delayed) to a permitted dealing

<PAGE>

                                          36


            which would not result in a breach of any of the provisions of
            this clause


     (vii)  Not upon a review of the rent reserved by an underlease of the
            whole or any part of the Demised Premises to agree the amount of
            any such reviewed rent without the prior consent of the Landlord
            which consent shall not be unreasonably withheld or delayed


     (viii) Without prejudice to paragraph 3(17)(e)(ii) the Tenant shall
            procure that any intended undertenant covenants with the Landlord
            not to assign the underlet premises without obtaining a deed of
            covenant from the intended assignee in favour of the Landlord in
            the same form (mutatis mutandis) as the deed referred to in
            paragraph 3(17)(e)(ii) and if the Landlord so reasonably requires
            one or more guarantors reasonably acceptable to the Landlord shall
            join in such deed in favour of the Landlord guaranteeing the due
            performance of all the obligations and liabilities of the intended
            assignee the deed to be in substantially the same terms mutatis
            mutandis as clause 8 hereof


     (ix)   In the case of an underlease of part of the Demised Premises the
            form of the underlease shall be first approved by the Landlord
            (such approval not to be unreasonably withheld or delayed) and such
            form shall not demise any part of the structure or common parts of
            the Building but shall contain provisions under which the
            undertenant is liable to pay a fair proportion of the costs of
            insuring repairing and redecoration

<PAGE>
                                          37


            of the structure and common parts and all other services relating
            to the Building which benefit such part of the Demised Premises
            directly or indirectly and not to differ from the terms of this
            Lease except insofar as reasonably necessary to make it applicable
            to such underletting of part


(f)  Notwithstanding the foregoing provisions of this sub-clause the Tenant may
     without the consent of the Landlord share occupation of the whole or any
     part of the Demised Premises with a company that is a member of the same
     group as the Tenant within the meaning of Section 42 of the 1954 Act for so
     long only as such company remains a member of the group provided that (1)
     the relationship of Landlord and Tenant is not thereby created (2) that any
     such company shall vacate the Demised Premises forthwith upon vacation by
     the Tenant (3) written notice is given to the Landlord prior to such
     company taking occupation of the Demised Premises or any part thereof


(g)  Within twenty-one days of every assignment or transfer (whether by deed
     will or otherwise) and every permitted underlease of the Demised Premises
     or any part thereof and every other disposition or transmission or
     devolution of the Demised Premises (including all Orders of Court Probates
     and Letters of Administration) notice thereof shall be given to the
     Landlord's Solicitors stating the date and short particulars thereof and
     the names and addresses of every party thereto and at the same time a
     certified copy of the deed document or instrument creating or evidencing
     the same shall be produced (properly stamped if required to be stamped) to
     the Landlord's Solicitors for registration (with an additional certified
     copy thereof for retention by the Landlord) and a reasonable solicitor's
     fee for such


<PAGE>

                                          38

            registration shall be paid by the Tenant


     (h)    Within one month of the ascertainment of the yearly rent payable 
            under any underlease or remoter lease of the Demised Premises or 
            any part of it pursuant to the provisions in such deed for rent 
            review to give notice in writing to the Landlord of the yearly 
            rent so ascertained

(18) INFORMATION


     Immediately on receiving a request for the same from the Landlord or its
     agents (but not more than once a year) to give the following information to
     the Landlord in writing:-


     (a)    full names and addresses of all persons in occupation of the
            Demised Premises or any part of it


     (b)    the precise part of the Demised Premises which such persons occupy


     (c)    a true copy of the document or if none a written memorandum of the
            agreement and parties to it whereby each such person is or claims 
            to be entitled to occupy any part of the Demised Premises


     (d)    full names and addresses of all persons entitled or claiming to be
            entitled to an interest in the Demised Premises or any part of it
            (whether at law or in equity)


     (e)    the precise part of the Demised Premises in which each such person
            is or claims to be entitled to an interest

<PAGE>
                                          39


     (f)    a true copy of the document or if none a written memorandum of the
            agreement and parties to it whereby each such person is or claims
            to be entitled to an interest in the Demised Premises or any part
            of it

     (g)    the name home address and home telephone number of at least two
            keyholders of the Demised Premises


(19) ACQUISITION OF RIGHTS ENCROACHMENTS ETC.


     (a)    Neither the Tenant nor any underlessee shall effect authorise or
            permit any encroachment upon or acquisition of any right easement
            quasi-right quasi-easement or privilege adversely affecting the
            Demised Premises or any closing or obstruction of the access of
            light or air to any windows or openings of the Demised Premises nor
            shall the Tenant or any underlessee give any acknowledgment to any
            third party that the enjoyment of access of light or air thereto is
            with the consent of such third party nor give any consideration to
            any third party nor enter into any agreement with any third party
            for the purpose of inducing or binding such third party to abstain
            from obstructing the access of light or air thereto


     (b)    If any such encroachment or acquisition or closing or obstruction
            shall be threatened or attempted to give notice thereof to the
            Landlord as soon as the same comes to the knowledge of the Tenant
            and upon request by the Landlord to take immediate steps (in
            conjunction with the Landlord and other interested persons if the
            Landlord shall so require) at the joint cost of the Landlord and
            the Tenant to adopt all such lawful means and do all such lawful
            things

<PAGE>
                                          40


            as the Landlord may reasonably deem appropriate for preventing any
            such encroachment or acquisition


     (c)    Not to stop up or obstruct any windows or light belonging to the
            Demised Premises or to any other building belonging to the Landlord
            nor permit any new window light opening doorway path drain or
            encroachment or easement to be made into against or upon the
            Demised Premises without the Landlord's consent and to give notice
            to the Landlord of any such encroachment which shall be made or
            attempted and which comes to the Tenant's notice and at the request
            of the Landlord to adopt such means and take such steps at the
            joint cost of the Landlord and the Tenant as may be reasonably
            required by the Landlord to prevent the same


(20) MATTERS AFFECTING THE DEMISED PREMISES


     (a)    To observe and perform the agreements covenants and stipulations
            contained or referred to in the Third Schedule hereto insofar as
            the same are still subsisting and capable of being enforced against
            the Demised Premises or the owner Landlord tenant or occupier
            thereof and to keep the Landlord throughout the Term fully
            indemnified against all actions proceedings costs claims demands
            expenses and liability in any way relating thereto in so far as
            they relate to the Demised Premises 


     (b)    Not knowingly to do or permit or suffer any matter or thing which
            may hinder or prevent the Landlord or its agents from observing and
            performing all and singular the covenants conditions and agreements
            on its part contained in this Lease

<PAGE>
                                          41


(21) RUBBISH


     Not to allow rubbish of any description to accumulate on any part of the
     Demised Premises but to place all refuse or rubbish tidily in proper
     receptacles therefor provided by the Tenant on the refuse area shown
     coloured yellow on Plan A in accordance with the right in that behalf
     contained in Paragraph 4 of the First Schedule hereto and not to hang or
     place or to allow to be hung or placed any articles or other goods of any
     description outside the Demised Premises or the entrance door thereof
     whether on the forecourt or otherwise or from the windows of the Demised
     Premises nor expose outside or from the windows of the Demised Premises any
     clothes articles or other goods of any description


(22) LOADING


     Not to load or unload nor to permit or suffer to be loaded or unloaded any
     vehicle unless the vehicle shall be in the unloading area (if any) provided
     from time to time by the Landlord for that purpose and in accordance with
     the regulations (if any) made by the Landlord in this respect


(23) CARPETS AND DECORATION


     To clean repair replace and renew as often as the Landlord may 
     reasonably consider necessary the fitted carpets within the Demised 
     Premises and at the end or sooner determination of the term at the 
     Tenant's own cost to deliver up the Demised Premises with new good 
     quality carpets and the walls redecorated to a good standard

<PAGE>
                                          42


(24) APPOINTMENT OF NEW GUARANTOR


     Within fourteen days of the death during the Term of the Surety (if any) or
     if more than one any of them or of any surety hereunder or of any surety in
     any underlease or of any such person becoming bankrupt or having a
     bankruptcy petition presented against him or being a company passing a
     resolution to wind up or entering into liquidation or having an
     administrative receiver appointed or having an administration order made
     against it to give notice of this to the Landlord and if so required by the
     Landlord at the expense of the Tenant within twenty-eight days to procure
     some other person acceptable to the Landlord to execute a guarantee in
     respect of the Tenant's obligations contained in this Lease in the form set
     out in clause 8


(25) APPLICATION FOR RELEASE


     (a)    The Tenant shall not unreasonably object to the release of the
            Landlord or a former landlord from the Landlord's covenants in this
            Lease to the extent (if any) as such covenants continue to bind the
            Landlord assigning the reversion or a former landlord (as
            appropriate) following an application made in accordance with
            Section 8 of the Landlord and Tenant (Covenants) Act 1995 ("the
            Act")


     (b)    If following a written notice from the Tenant objecting to such
            release the Court makes a declaration that it is reasonable for the
            Landlord or a former landlord to be released from the Landlord's
            covenants in this Lease the Tenant shall indemnify the Landlord and
            any former Landlord in respect of any loss damage costs and
            expenses incurred or 

<PAGE>
                                          43


            sustained as a result of the Tenant's objection


(26) REGULATIONS


     To observe and perform all regulations made by the Landlord in the
     interests of good estate management applicable to the Estate a copy of
     which in their form current at the date of this Lease has been given to
     the Tenant 


4. LANDLORD'S COVENANTS


The Landlord HEREBY COVENANTS with the Tenant as follows:-


(1)   INSURANCE


      (a)   To insure and (unless such insurance shall become void or payment
            of the insurance monies shall be refused in whole or in part by
            reason of any act omission neglect or default by or on the part of
            the Tenant or any underlessee or other person under the control of
            the Tenant or any underlessee) to keep insured or to procure such
            insurance (save as aforesaid) and to pay promptly all premiums for
            insuring and keeping insured the Demised Premises in the full
            reinstatement cost (whether or not with any other premises) against
            loss or damage by the Insured Risks together with insurance against
            architects' surveyors' and other professional advisers' fees at the
            usual scales current for the time being and the cost of demolition
            and site clearance consequent upon rebuilding or reinstatement and
            VAT in respect of all such costs and works and a minimum of 3 years
            loss of the rent first hereby reserved

<PAGE>
                                          44


      (b)   Subject to Clause 5(5) hereof to claim all monies due and to apply
            all monies (except monies received in respect of loss of or damage
            to any other premises or the fixtures and fittings therein or
            liability to third parties or loss of rent) received by the
            Landlord under or by virtue of such insurance and any monies
            received from the Tenant pursuant to the Tenant's obligation
            contained in Clause 3(9)(a) hereof in rebuilding or reinstating the
            Demised Premises or such parts thereof as may have been damaged or
            destroyed as expeditiously as possible (subject always to the
            Landlord being able to obtain all necessary approvals consents
            licences permits and permissions from any superior lessor or other
            competent authority and all such materials and labour as may be
            required for such rebuilding and reinstatement) making good any
            deficiency in the insurance monies out of the Landlord's own
            resources unless such deficiency arises due to the act or neglect
            or default of the Tenant its servants agents licensees or
            undertenants PROVIDED THAT if any damage or destruction shall
            render the Demised Premises wholly or substantially unfit for
            occupation and if the Demised Premises shall not have been
            reinstated by the date 2 years nine months after the date of such
            damage or destruction either the Landlord or the Tenant may by
            giving to the other party three months prior notice in writing
            determine this demise provided that any such notice shall cease to
            have effect and the Term shall continue if the Demised Premises
            shall have been reinstated by the third anniversary of the date of
            damage or destruction and provided further that any such
            determination shall be without prejudice to any claim by the
            Landlord in respect of any antecedent breach of the Tenant's
            covenants and conditions herein contained and in the event of
            either the Landlord or the Tenant determining this Lease pursuant
            to this proviso neither the Tenant

<PAGE>
                                          45


            nor anyone claiming through or under the Tenant shall object to the
            payment to the Landlord or any superior lessor of any part of the
            moneys (including monies in respect of professional fees demolition
            site clearance shoring up and loss of rent) payable under any
            policy of insurance in respect of the Demised Premises or any part
            thereof


      (c)   (i)     To produce to the Tenant on request (such request not to be
                    made more often than once in each calendar year) a copy of
                    the insurance policy and the last premium renewal receipt or
                    reasonable evidence of the terms of the policy and that the
                    last premium has been paid; and


            (ii)    To use its reasonable endeavors to procure that the interest
                    of the Tenant is noted or endorsed on the said insurance
                    policy or policies at all times


      (d)   The Landlords obligation to insure under clause 4(1)(a) shall be
            limited to and subject to any excess exclusion or limitation or
            other terms and conditions imposed by insurers


      (e)   The Landlord shall not be obliged to insure under clause 4(1)(a) if
            and to the extent that insurance is not regularly available in the
            London insurance market on reasonable commercial terms provided
            that it shall notify the Tenant forthwith


      (f)   The Landlord may but shall not be obliged to insure against loss of
            rent and if the Landlord is itself an insurance company it may
            self-insure in which case it shall be deemed to be doing so at its
            usual rates and on its standard terms

<PAGE>
                                          46


(2)   QUIET POSSESSION


      That the Tenant paying the rents hereby reserved and all other monies
      payable by the Tenant under these Presents and observing and performing
      the several covenants and agreements on the Tenant's part and the
      conditions and stipulations herein contained shall and may peaceably hold
      and enjoy the Demised Premises during the Term according to these
      Presents without any lawful interruption by the Landlord or any person
      lawfully claiming through under or in trust for the Landlord


(3)   PROVISION OF SERVICES


      Subject to the payment of the rents hereby reserved the Landlord will
      provide the Estate Services save as prevented by Insured Risks or acts
      beyond its reasonable control provided that it shall use all reasonable
      endeavours to restore the Estate Services in question as soon as
      reasonably practicable 


5. PROVISOS


PROVIDED ALWAYS AND IT IS HEREBY EXPRESSLY AGREED as follows: -


(1)   Whenever the rent (whether formally or legally demanded or not) shall
      remain unpaid after becoming due and payable or any other monies which
      may become payable hereunder by the Tenant to the Landlord or any part
      thereof shall remain unpaid 7 days after becoming due and payable then
      the amount thereof or the balance for the time being unpaid shall
      (without prejudice to the Landlord's right of re-entry hereinafter
      contained or any

<PAGE>
                                          47


      other right or remedy of the Landlord) from the due date for payment
      thereof and until the same is duly paid bear and carry interest (as well
      after as before any judgment) at the rate of four per centum per annum
      above the base rate for the time being of National Westminster Bank PLC
      or (in the event of such rate ceasing to be published) at such equivalent
      rate as the Landlord shall notify to the Tenant for the whole period from
      the date upon which such sum ought to have been paid until the date of
      payment Provided that if any such rent or payment of other monies as
      aforesaid shall be declined by the Landlord so as not to waive any breach
      of covenant the same shall be payable with interest thereon at the rate
      aforesaid from the date the payment became due to the date upon which
      payment is accepted by the Landlord AND the Tenant accordingly HEREBY
      COVENANTS with the Landlord that in every such case the Tenant will pay
      such interest thereon to the Landlord in addition to the rents and other
      monies as aforesaid (as well after as before any judgment) at the
      aforesaid rate


(2)   If the rents hereby reserved or any part thereof shall remain unpaid for
      fourteen days after becoming payable (whether formally demanded or not)
      or if the Tenant or the Surety being a company unregistered company or
      corporation shall be deemed to be unable to pay its debts within the
      meaning of Section 123 of the Insolvency Act 1986 ("the 1986 Act") or
      shall make a voluntary arrangement as referred to in Part I of the 1986
      Act or shall hake a petition for an administration order presented under
      Part II of the 1986 Act or shall go into liquidation as defined in
      Section 247(2) of the 1986 Act (other than a voluntary winding-up solely
      for the purpose of amalgamation or reconstruction while solvent) or shall
      have a receiver or manager (including an administrative receiver)
      appointed of all or any part of its assets or undertaking whether under
      Part III of the 1986 Act or otherwise or if a provisional liquidator is
      appointed under Section 135 of the

<PAGE>
                                          48


      1986 Act or if a proposal is made for a scheme of arrangement under
      Section 425 of the Companies Act 1985 or if the Tenant or the Surety or
      if more than one any of them being an individual an application is made
      for an interim order or a proposal is made for a voluntary arrangement
      under Part VIII of the 1986 Act or a Bankruptcy Petition is presented to
      the Court or his circumstances are such that a Bankruptcy Petition could
      be presented under Part IX of the 1986 Act or shall make any other
      assignment for the benefit of or enter into any other arrangement with
      his creditors or if the Tenant or the Surety or if more than one any of
      them shall suffer any distress or execution to be levied on its goods at
      the Demised Premises or if any covenant or condition on the part of the
      Tenant or the Surety herein contained shall not be performed or observed
      then and in any of the said events it shall be lawful for the Landlord at
      any time thereafter to re-enter upon the Demised Premises or any part
      thereof in the name of the whole and thereupon this demise shall
      absolutely determine but without prejudice to any right of action or
      remedy of the Landlord against the Tenant or the Surety in respect of any
      arrears of rent or any breach of covenant or condition or the Tenant or
      the Surety against the Landlord for breach of covenant

(3)   If the Demised Premises or any material part thereof shall at any time or
      times be destroyed or damaged by any of the Insured Risks so as to be
      unfit for occupation and use then and in every such case (save as
      provided in Clause 4(1)(a) hereof) the principal rent and the Service
      Rent hereby reserved or a fair and just proportion thereof according to
      the nature and extent of the damage sustained (as agreed between the
      Landlord and the Tenant in writing within one month of such destruction
      or damage) shall be suspended and cease to be payable until the Demised
      Premises have been rebuilt or reinstated and made fit for occupation and
      use or until the expiration of 3 years from the date of the damage or
      destruction if earlier

<PAGE>
                                          49


      and failing such agreement or in case any dispute shall arise as to the
      amount of such suspension and or such period the same shall be determined
      by an independent Surveyor who shall act as an arbitrator in accordance
      with the Arbitration Act 1996


(4)   Notwithstanding the acceptance of or demand for rent or other monies
      payable under this Lease and these Presents by or on behalf of the
      Landlord with knowledge of a breach of any of the covenants on the part
      of the Tenant in this Lease the Landlord's right to forfeit this Lease on
      the ground of such breach shall remain in force and the Tenant shall not
      in any proceedings for forfeiture be entitled to rely upon any such
      acceptance or demand as a defence


(5)   In any rebuilding or reinstatement of the Demised Premises following
      damage or destruction by any of the Insured Risks the Landlord shall not
      be obliged to lay out insurance moneys in rebuilding or reinstatement in
      accordance with the previous sections elevations and specifications of
      the Demised Premises but it shall be sufficient if they are restored so
      as to provide the Tenant with premises reasonably equivalent to the
      Demised Premises and thereafter all the covenants and conditions of this
      deed shall apply to such accommodation mutatis mutandis as they applied
      to the Demised Premises


(6)   Nothing contained in or implied by this Lease shall give the Tenant the
      benefit of or the right to enforce or to prevent the release or
      modification of any covenant agreement or condition entered into by any
      lessee of the Landlord in respect of any property not comprised in this
      Lease


(7)   If any dispute arises between the Tenant and the Landlord's tenants or

<PAGE>
                                          50


      occupiers of any adjoining or neighboring land or premises as to any
      easement right or privilege in connection with the use of the Demised
      Premises and the adjoining or neighboring land or premises or as to the
      party or other walls separating the Demised Premises from the adjoining
      or neighboring land or premises or as to the amount of any contribution
      towards the expenses or services used in common with any other property
      it shall be decided by the Landlord's surveyor or in such manner as the
      Landlord's surveyor shall direct


(8)   The operation of Section 62 of the Law of Property Act 1925 shall be
      excluded from this Lease and the only rights granted to the Tenant are
      those expressly set out in this Lease and the Tenant shall not by virtue
      of this Lease be deemed to have acquired or be entitled to and the Tenant
      shall not during the Term acquire or become entitled by any means
      whatsoever to any easement from or over or affecting any other land or
      premises now or at any time hereafter belonging to the Landlord and not
      comprised in this Lease.


(9)   The Landlord shall not be responsible to the Tenant or to anyone at the
      Demised Premises expressly or by implication with the Tenant's authority
      for any accident happening or injury suffered or for any damage to or
      loss of any chattel sustained in the Demised Premises


(10)  This Lease embodies the entire understanding of the parties relating to
      the Demised Premises or to any of the matters dealt with by any of the
      provisions of this Lease


(11)  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

<PAGE>
                                          51


      behalf of the Landlord except any such statement or representation that
      is expressly set out in this Lease or in written replies from the
      Landlord's solicitors to enquiries raised by the Tenant's solicitors


(12)  Whilst the Landlord is a limited company or other corporation all
      licences consents approvals and notices required or permitted to be given
      by the Landlord shall be sufficiently given if given under the hand of a
      director or the secretary or other duly authorised officer of the
      Landlord or by the surveyor on behalf of the Landlord


(13)  If after the Tenant has vacated the Demised Premises on the expiry of the
      Term any property of the Tenant remains in or on the Demised Premises and
      the Tenant fails to remove it within twenty one days after being
      requested in writing by the Landlord so to do or after using its best
      endeavours the Landlord is unable to make such a request to the Tenant
      within fourteen days of first attempting so to do:-


      (a)   the Landlord may as the agent of the Tenant sell such property
            provided that the Tenant will indemnify the Landlord against any
            liability incurred by the Landlord to any third party whose
            property shall have been sold by the Landlord in the bona fide
            mistaken belief (which shall be presumed unless the contrary be
            proved) that such property belonged to the Tenant


      (b)   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 and

<PAGE>
                                          52


      (c)   the Tenant shall indemnify the Landlord against any damage
            occasioned to the Demised Premises or any adjoining or neighboring
            land or premises and any action claims proceedings costs expenses
            and demands made against the Landlord caused by or related to the
            presence of the Tenant's property in or on the Demised Premises


(14)  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 1954 Act


(15)  The Landlord shall not in any event be liable to the Tenant in respect of
      any failure of the Landlord to perform any of its obligations to the
      Tenant hereunder in respect of the Estate Services (other than insurance)
      whether expressed or implied unless and until the Tenant has notified the
      Landlord of the facts giving rise to the failure and the Landlord has
      failed within a reasonable length of time to remedy the same and then in
      such case the Landlord shall be liable to compensate the Tenant only for
      loss or damage sustained by the Tenant after such reasonable time has
      lapsed


(16)  This Lease is granted without prejudice to the provisions of any previous
      lease under which the Tenant has hitherto held the Demised Premises or 
      any part thereof or to the provisions of any licence for alterations or
      works granted pursuant thereto which last mentioned provisions shall (so
      far as remaining to be performed and observed) be read and construed as
      if contained in a licence supplemental to this Lease and as if any
      reference to the term granted by such Lease were a reference to the Term
      granted by this

<PAGE>
                                          53


      Lease


(17)  The parties to this Lease hereby agree and declare that:


      (a)   this is a new lease for the purposes of the Act


      (b)   any provisions in this Lease which are void pursuant to Section 25
            of the Act shall be severed from all remaining provisions and such
            remaining provisions shall be preserved


      (c)   to the extent that any provision in this Lease extends beyond the
            limitations set by the said Section 25 of the Act but if it did not
            so extend it would remain unaffected by the said Section 25 the
            provisions shall be deemed to be varied so as not to extend beyond
            the said limitations


(18)  In the event of the Landlord (at the request of the Tenant) granting any
      concession as a result of which the Tenant is entitled to defer the
      payment of any monies due then for all purposes in connection with this
      Lease (and in particular in relation to Section 17 of the Act such monies
      shall be deemed to fall due on the subsequent date agreed between the
      Landlord and Tenant pursuant to the concession in lieu of the earlier
      date


6. RENT REVIEW


(1)   With effect from each Review Date the rent first hereinbefore reserved
      shall be the amount payable (but for any abatement of rent) immediately
      prior to that Review Date or (if greater) the Market Rent as agreed or
      determined pursuant to this Clause 6



<PAGE>
                                          54


(2)   The expression "the Market Rent" means the annual rack rent exclusive of
      all outgoings which might reasonably be obtained in the open market
      without the payment of a premium or a fine by a willing landlord from a
      willing tenant for a lease of the whole of the Demised Premises with
      vacant possession and fully fitted out and ready for occupation at the
      commencement of the term for a term equal to the residue of the Term
      remaining on the relevant Review Date or 5 years (whichever is the longer
      period) (but commencing on the Review Date) upon the following
      assumptions that:-


      (A)   all the provisions of this Lease on the part of the Tenant have
            been duly observed and performed and on the assumption that the
            user permitted by this Lease of all parts of the Demised Premises
            complies with the Planning Acts


      (B)   on the relevant Review Date no damage to or destruction of the
            Demised Premises or its services nor any damage to or destruction
            of any part of the Demised Premises or with anything else in
            respect of which the Tenant enjoys rights has occurred


      (C)   the Demised Premises are fit for immediate occupation and use and
            that no work has been carried out on the Demised Premises by the
            Tenant or its underlessees or their predecessors in title which has
            diminished the rental value of the Demised Premises


      (D)   the Demised Premises may be used for all purposes falling within
            the same Use Class or Use Classes under the Town and Country
            Planning (Use Classes) Order 1987 (to which Clause 1(2)(iii) hereof
            shall not

<PAGE>
                                          55


            apply) as the use permitted by these Presents and that all other
            licences consents and permissions required to implement such use
            have been obtained


      (E)   there has been a reasonable period in which to negotiate the terms
            of the letting taking into account the nature of the Demised
            Premises and the state of the market


      (F)   that the Demised Premises have been carpeted and decorated at the
            cost of the Landlord to a high standard


      there being disregarded (if otherwise applicable) any effect on rental
      value by reason of:-


      (i)   the fact that the Tenant its underlessees or their respective
            predecessors in title have been in occupation of the Demised
            Premises and


      (ii)  any goodwill attached to the Demised Premises by reason of the
            carrying-on thereat of the business of the Tenant or its
            underlessees or their predecessors in title in their respective
            businesses and


      (iii) all improvements authorised by the Landlord or made by the Tenant
            or its underlessees or their respective predecessors in title in
            accordance with the terms of this Lease otherwise than at the cost
            of or in pursuance of an obligation to the Landlord contained
            herein or one imposed by the terms of this Lease and any such works
            undertaken either (a) by the Tenant its underlessees or their
            respective predecessors in title during any period of occupation
            prior

<PAGE>
                                          56


            to the grant of this Lease or any previous lease arising out of an
            agreement to grant such term or (b) by any lessee or underlessee of
            the Demised Premises before the commencement of the Term hereby
            granted so long as the Landlord or its predecessor in title has not
            had vacant possession of the relevant part of the Demised Premises
            since the improvement was carried out


      (iv)  (so far as may be permitted by law) all restrictions whatsoever
            relating to rent or its recoverability and all provisions relating
            to any method of determination of rent contained in any enactment


      and such lease shall in all other respects contain the same terms and
      conditions mutatis mutandis (except as to the amount of rent but
      including similar provisions for review thereof as are contained in this
      Clause 6) as this present Lease


(3)   The Market Rent shall be determined by agreement between the Landlord and
      the Tenant but if by the date which is three months before the relevant
      Review Date they shall not have agreed the same the Market Rent shall be
      determined by an independent chartered surveyor of recognised standing
      being a member of a leading firm of surveyors having been in practice
      continuously for at least ten years in England immediately prior to the
      relevant Review Date and having substantial recent experience in valuing
      premises of a kind and character similar to the Demised Premises to be
      agreed upon in writing by the Landlord and the Tenant or in default of
      such agreement by the date which is one month before the relevant Review
      Date to be nominated by the President or other officer duly authorised
      for that purpose of the Royal Institution of Chartered Surveyors on the
      application of either the Landlord or the Tenant such surveyor to act as
      an arbitrator in

<PAGE>
                                          57


      accordance with the Arbitration Act 1996 and the costs of such
      determination shall be in the award of such surveyor (the Surveyor)


(4)   If the Surveyor shall fail to determine the Market Rent in the manner
      hereinbefore provided within four months of his appointment or if he
      shall relinquish his appointment or die or if it shall become apparent
      that for any reason he will be unable to complete his duties hereunder
      within the said period of four months then the Landlord and the Tenant
      may agree upon or either of them may apply to the said President or other
      officer for a substitute to be appointed in his place which procedure may
      be repeated as many times as necessary


(5)   In the event of the Landlord and the Tenant not having reached agreement
      or the Surveyor's award not having been published or the Surveyor or the
      Landlord or the Tenant making application to the Court whether before or
      after such publication and such application not having been finally
      determined by the relevant Review Date for any reason whatever then in
      respect of the period of time ("the interval") between the relevant
      Review Date and ending on the date on which agreement is reached or such
      award is published or such application is finally determined the Tenant
      shall pay to the Landlord in the manner provided in this Lease the rent
      payable immediately prior to the relevant Review Date ("the Current
      Rent") PROVIDED THAT at the expiration of the interval there shall be due
      as a debt payable by the Tenant to the Landlord on demand the amount by
      which the Market Rent agreed upon by the Landlord and the Tenant or
      determined by the said surveyor or the Court as the case may be exceeds
      the Current Rent together with interest on such amount at two per cent
      over the base rate of National Westminster Bank Plc or (in the event of
      such rate ceasing to be published) at such comparable rate as the
      Landlord shall notify

<PAGE>
                                          58


      to the Tenant but in respect of both the said excess and the said
      interest on it duly apportioned on a daily basis in respect of the
      interval


(6)   If at any time the Tenant shall be obliged legally or otherwise to comply
      with any enactment (which expression shall include any Act of Parliament
      now or hereafter in force and any instrument regulation or order made
      thereunder or deriving validity therefrom) dealing with the control of
      rent and which shall restrict or modify the Landlord's right to increase
      the rent in accordance with the foregoing provisions of this Clause or
      which shall restrict the right of the Landlord to demand or accept
      payment of the full amount of the yearly rent for the time being payable
      hereunder then the Landlord shall on each occasion that any such
      enactment is removed relaxed or modified be entitled on giving not less
      that one month's notice in writing to the Tenant expiring after the date
      of such removal relaxation or modification to introduce a rent review
      date which shall be the date of expiration of such notice and from and
      after such review date until the next Review Date the yearly rent then
      payable hereunder shall be such as shall be agreed or determined in
      accordance (mutatis mutandis) with the foregoing provisions of this
      Clause 6 Provided that and for the avoidance of doubt it is hereby
      declared that notwithstanding the date of a review as hereinbefore
      provided the Market Rent under this present provision shall be calculated
      as at the Review Date immediately preceding the date of the Landlord's
      notice


(7)   The revised rent agreed or determined pursuant to this Clause 6 shall be
      endorsed by way of memorandum on this Lease and on the counterpart
      thereof and signed by or on behalf of the Landlord and the Tenant


(8)   In this clause time shall not be of the essence

<PAGE>
                                          59


7. SERVICE OF NOTICES AND JURISDICTION


(1)   THESE Presents shall incorporate the provisions as to notices contained
      in Section 196 of the Law of Property Act 1925 as amended by the Recorded
      Delivery Service Act 1962 except that Section 196 shall be deemed to be
      amended as follows:-


      (a)   the final words of Section 196(4) "and that service... be
            delivered" shall be deleted and there shall be substituted "...and
            that service shall be deemed to be made on the third working day
            after the registered letter has been posted "working day" meaning
            any day from Monday to Friday (inclusive) other than Christmas Day,
            Good Friday and any statutory bank holiday"


      (b)   any notice or document shall also be sufficiently served on a party
            if served on solicitors who have acted for that party in relation
            to this Lease or the Demised Premises at any time within the year
            preceding the service of the notice or document or who have been
            appointed by Clause 7(2)(c) or (d) below


      (c)   any notice or document shall also be sufficiently served if sent by
            telex or fax to the party to be served (or its Solicitors where
            paragraph (b) applies) and service in such case shall be deemed to
            be made on the day of transmission if transmitted before 4 pm on a
            working day but otherwise on the next following working day 


(2)   (a)   The Landlord Tenant and the Surety respectively acknowledge and
            declare that this Lease and the rights and obligations of the
            Landlord Tenant and the Surety hereunder are governed by English
            law

<PAGE>
                                          60


      (b)   The Landlord Tenant and the Surety irrevocably and unconditionally
            agree that any proceedings in relation to this Lease may and shall
            be brought in the English Courts and submit to the jurisdiction of
            the English Courts in respect of any such proceedings


8. GUARANTEE PROVISION


(1)   The Surety (if any) covenants with the Landlord as primary obligor and
      not merely by way of guarantee (for the benefit of the Landlord and of
      the person in whom from time to time the reversion immediately expectant
      upon the determination of the Term is vested without the need for any
      express assignment) that

      (a)   during such period as the Tenant is bound by the Lease covenants
            (including any period in respect of which the Tenant is liable to
            perform the Lease covenants pursuant to any authorised guarantee
            agreement entered into by the Tenant) the Tenant shall punctually
            pay the rents hereby reserved and perform the covenants and other
            provisions of the Lease and in case of default the Surety will pay
            the rents hereby reserved and perform the covenants and provisions
            in respect of which the Tenant is in default and make good to the
            Landlord on demand and indemnify the Landlord against all losses
            damages costs and expenses thereby arising or incurred by the
            Landlord


      (b)   the liability of the Surety under Clause 8(1)(a) hereof shall not
            be affected in any way by:

<PAGE>
                                          61


            (i)     any neglect or forbearance of the Landlord in enforcing
                    payment of the rents hereby reserved or observance or
                    performance of the covenants and provisions of the Lease


            (ii)    any time or indulgence given to the Tenant by the Landlord


            (iii)   any refusal by the Landlord to accept rent from the Tenant
                    following a breach of covenant by the Tenant


            (iv)    any agreement with the Tenant any licence or consent granted
                    to the Tenant or any variation in the terms of the Lease


            (v)     the death of the Tenant (if an individual) or the
                    dissolution of the Tenant (if a company)


            (vi)    a surrender of part of the Demised Premises except that the
                    Surety will have no liability in relation to the surrendered
                    part in respect of any period following the date of
                    surrender


            (vii)   any other act matter or thing apart from the express release
                    in writing of the Surety


      (c)   if during the Term the Tenant (being a company) enters into
            liquidation or (being an individual) becomes bankrupt and the
            liquidator or the trustee in bankruptcy disclaims the Lease or if
            during the Term the Tenant (being a company) is dissolved or ceases
            to exist or is struck off the Register of Companies the Surety
            shall upon written notice from the Landlord given within four
            months after the date of disclaimer or dissolution or ceasing to
            exist accept a

<PAGE>
                                          62


            new lease of the Demised Premises for a term equal to the residue
            then remaining unexpired of the term hereby demised at the rents
            then being paid under this Lease and otherwise subject to the same
            covenants and provisions as in this Lease (without however
            requiring any other person to act as surety) such new lease to take
            effect from the date of disclaimer or dissolution or ceasing to
            exist and to be granted at the cost of the Surety who shall execute
            and deliver to the Landlord a counterpart of it


      (d)   if this Lease is disclaimed or the Tenant (being a company) is
            dissolved or ceases to exist and for any reason the Landlord does
            not require the Surety to accept a new lease pursuant to Clause
            8(1)(c) hereof the Surety shall pay to the Landlord on demand an
            amount equal to the difference between any money received by the
            Landlord for the use or occupation of the Demised Premises and the
            rents (if higher) which would have been payable had the Lease not
            been disclaimed or the dissolution or ceasing to exist not occurred
            for the period commencing with the date of disclaimer or
            dissolution or ceasing to exist and ending upon the date nine
            months after the date of disclaimer or dissolution or ceasing to
            exist or (if earlier) the date upon which the Demised Premises are
            re-let 


      (e)   for the purposes of this clause references to the Tenant are to the
            Tenant in relation to whom the Surety's guarantee is given but not
            to a lawful assignee of that Tenant



9.    SERVICE CHARGE


(1)   The Landlord shall as soon as convenient after each Account Date prepare

<PAGE>
                                          63


      an account showing the Estate Service Expenditure for the Service Period
      ended on that Account Date and containing a fair summary of the
      expenditure referred to but giving credit for any sums payable to the
      Landlord from any owner or occupier of adjoining land towards the cost of
      provision of Estate Services and upon the account being certified by the
      Landlord's managing agents it shall be conclusive evidence for the
      purposes of this Lease of all matters of fact referred to except in case
      of manifest error


(2)   The Tenant shall pay the Landlord on account of Service Rent the
      Provisional Sum in relation to each Service Period the first payment
      (being a proportionate sum in respect of the period commencing on the
      Possession Date and ending immediately before the quarter day next after
      the date hereof) to be made on the date hereof and the subsequent
      payments to be made by equal installments in advance on the usual quarter
      days

(3)   If the Service Rent for any Service Period:-


      (a)   exceeds the Provisional Sum for that Service Period the excess
            shall be due to the Landlord on demand; or


      (b)   is less than the Provisional Sum for that Service Period the
            overpayment shall be credited to the Tenant against subsequent
            payments on account of Service Rent until the overpayment is
            balanced or following the expiry of the Term shall be repaid to the
            Tenant


(4)   In respect of the Service Rent the relevant proportion applicable to the
      Demised Premises shall be calculated primarily on a comparison at any
      relevant time of

<PAGE>
                                          64


      (a)   the net internal floor area as defined in the Code of Measuring
            Practice 4th edition RICS\ISVA 1993 of the buildings on the Demised
            Premises and


      (b)   the aggregate net internal floor area of the buildings on the
            Estate 


      or such other method of calculation as the Landlord shall adopt and
      notify to the Tenant in writing provided that if the Tenant objects to
      such alternative method of calculation the matter shall be referred to an
      independent expert jointly appointed by the Landlord and the Tenant or 
      failing agreement as to his appointment by the President or next
      available officer of the Royal Institution of Chartered Surveyors and if
      it shall appear that for whatever reason such expert shall be unable or
      unwilling to give his decision within one month of his appointment then
      either the Landlord or the Tenant may apply to the said President for
      another expert to be appointed in his place and this procedure shall be
      repeated as many times as shall be required and the costs of the expert
      and of his appointment shall form part of the Service Expenditure


(5)   The Tenant is entitled to inspect the service charge records and vouchers
      and take copies thereof at its cost once a year after the service charge
      accounts have been certified within one month of the Tenant receiving
      such certified accounts


10.  AGREEMENT FOR LEASE


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

<PAGE>
                                          65


IN WITNESS whereof the Landlord and the Tenant have executed this Deed the
day and year first before written



                                  THE FIRST SCHEDULE

                                    RIGHTS GRANTED


1.    The right for the Tenant and its underlessees and occupiers for the time
      being of the Demised Premises and their respective servants agents and
      visitors in common with the Landlord and all others authorised by the
      Landlord and all other persons so entitled to the free and uninterrupted
      passage of water soil electricity gas telephone and other services and
      supplies to and from the Demised Premises through the Conducting Media in
      on or under the Estate and serving the Demised Premises


2.    The right of way with or without vehicles at all times and for all proper
      purposes in connection with the Tenant's use and enjoyment of the Demised
      Premises over the estate roadway shown coloured brown on the Plan


3.    The right of entry upon not less than 48 hours prior written notice (save
      in case of emergency) onto the adjoining or neighboring land or premises
      forming part of the Estate with or without contractors plant materials
      and equipment to carry out works repairs and alterations to the Demised
      Premises or the Conducting Media exclusively serving the same insofar as
      such works cannot be conveniently carried out without such entry the
      Tenant or the person exercising such rights making good all damage caused
      and causing as little inconvenience and disturbance as possible


4.    The right to place a paladin on the refuse area shown coloured yellow on

<PAGE>
                                          66


      Plan A subject to the Tenant complying with clause 3(21) hereof and the
      Regulations relating thereto


                                 THE SECOND SCHEDULE

                    EXCEPTIONS AND RESERVATIONS OUT OF THE DEMISE


The following rights and easements are excepted and reserved out of the Demised
Premises unto the Landlord and the owners and occupiers of the Estate and any
adjoining or neighboring land or premises and all other persons authorised by
the Landlord or having the like rights and easements


1.    The free and uninterrupted passage of water soil electricity gas
      telephone and other services and supplies to and from the Estate and/or
      the adjoining or neighboring land or premises through the Conducting
      Media serving the Demised Premises and the Estate and/or such adjoining
      or neighboring land or premises now laid or during the Term to be laid in
      on under or passing through the Demised Premises


2.    The right for the Landlord and all authorised persons at all reasonable
      times upon 48 hours prior notice (except in the case of emergency) to
      enter into and upon the Demised Premises with or without servants
      contractors agents plant and equipment for the purposes of assessing the
      state and condition thereof and/or for the purpose of:


      (a)   surveying measuring or valuing the Demised Premises


      (b)   reading electricity water and other check meters installed within
            the Demised Premises

<PAGE>
                                          67


      (c)   for the preparation of a schedule of fixtures and fittings in or on
            the Demised Premises


      (d)   maintaining renewing cleaning repairing or rebuilding any adjoining
            or neighbouring land or premises in so far as such works cannot be
            conveniently carried out without entering upon the Demised Premises


      (e)   remedying any breach of covenant by the Tenant after failure by the
            Tenant to do so in accordance with the provisions of this Lease


      (f)   obtaining access to and egress from the electricity substation
            shown coloured purple on Plan B


      the Landlord or all persons exercising such rights making good all
      physical damage thereby occasioned to the Demised Premises without
      liability to pay any compensation to the Tenant


3.    The right to build rebuild or execute any other works or alterations or
      consent to any person building rebuilding or executing any other works or
      alterations upon any adjoining or neighbouring land or premises
      notwithstanding that the access of light or air to the Demised Premises
      may be thereby restricted or interfered with including the right to erect
      or construct any buildings on any adjoining or neighboring land or
      premises the person or persons exercising such right making good all
      physical damage thereby occasioned in such manner as the Landlord or the
      person or persons exercising such right may think fit without any
      compensation or damages being payable to the Tenant and without the
      Tenant being entitled to make any claim or commence any proceedings in
      respect thereof

<PAGE>
                                          68


4.    All rights of light air and other easements and rights (but without
      prejudice to those expressly hereinbefore granted to the Tenant) now or
      hereafter belonging to or enjoyed by the Demised Premises from or over
      any adjoining or neighboring land or premises


5.    The right of support shelter and protection and all other easements and
      rights now or hereafter belonging to or enjoyed by all adjoining or
      neighboring land or premises (if any)


6.    The right at any time after giving not less than forty-eight hours'
      notice (except in emergency) to enter and remain upon the Demised
      Premises for the purpose of complying with the Landlord's covenants
      herein contained and for the purpose of constructing repairing
      maintaining altering cleansing examining or testing the Conducting Media
      serving any adjoining or neighbouring land or premises the Landlord or
      the person or persons exercising such right making good any physical
      damage thereby caused to the Demised Premises but without liability to
      pay any compensation to the Tenant


                                  THE THIRD SCHEDULE

                                     ENCUMBRANCES

<PAGE>
                                          69


1.    All matters contained or referred to in the Property and Charges
      Registers of Title Numbers BM230909 and BM230905 as at the date hereof
      other than financial charges


2.    The covenants agreements stipulations rights exceptions and reservations
      in a Deed of Exchange dated the 24th day of July 1997 made between the
      Landlord (1) and Vishay Components (UK) Limited (2)




SIGNED as a Deed by COMLAND             )
INDUSTRIAL AND COMMERCIAL               )
PROPERTIES LIMITED)                     )
acting by [a Director and its           )
Secretary] [two Directors]              )


                             DIRECTOR: A. J. Ilsley


                             DIRECTOR/SECRETARY: R. Werth



<PAGE>

                               DATED: 12th August 1998






                           COMLAND INDUSTRIAL AND COMMERCIAL
                                  PROPERTIES LIMITED          (1)


                    

                                         to




                                INSIGNIA SOLUTIONS PLC        (2)










                                       LEASE OF

                             SATURN HOUSE MERCURY CENTRE
                              WYCOMBE LANE WOOBURN GREEN
                             HIGH WYCOMBE BUCKINGHAMSHIRE













                                                       [MANCHES LOGO] 
                                 Manches & Co 3 Worcester Street Oxford OX1 2PZ

<PAGE>

<TABLE>
<CAPTION>
Index to Clauses                   Clause             Page
----------------                   ------             ----
<S>                       <C>                         <C>

1-   INTERPRETATION                                      1

2-   THE DEMISE                                         10
 
3-   TENANT'S COVENANTS                                 12

     Main Covenants           
     Alienation               3(17)                     29 
     Alterations              3(11)                     25 
     Rent                     3(1)                      12 
     Repair                   3(3)                      14 
     User                     3(10)                     24 

4-   LANDLORD'S COVENANTS                               43

5-   PROVISOS                                           46

6-   RENT REVIEW                                        53

7-   SERVICE OF NOTICE                                  59

8-   GUARANTEE PROVISION                                60

9-   SERVICE CHARGE                                     63

THE FIRST SCHEDULE        - Rights granted to Tenant    65

THE SECOND SCHEDULE       - Exceptions and Reservations 66

THE THIRD SCHEDULE        - Encumbrances                68
</TABLE>

<PAGE>

 THIS LEASE is made the 12th day of August One thousand nine hundred and
 ninety eight


 BETWEEN


(1)  COMLAND INDUSTRIAL AND COMMERCIAL PROPERTIES LIMITED (Company 
     Registration Number 2126351) whose registered office is at Riverside 
     House Riverside Holtspur Lane Wooburn Green High Wycombe Buckinghamshire 
     HP10 0TJ ("the Landlord")

(2)  INSIGNIA SOLUTIONS Plc (Company Registration Number 01961960)
     whose registered office is at Buckingham Court London Road High Wycombe
     Buckinghamshire HP11 1JU ("the Tenant")


     WITNESSETH as follows:-


1. INTERPRETATION


(1)   In these Presents where the context so admits the following expressions
      shall have the following meanings:-


     (i)     "the 1954 Act" means The Landlord and Tenant Act 1954


     (ii)    "Account Date" means 31st December in every year of the Term or 
             such other date as the Landlord may from time to time nominate


     (iii)   "adjoining or neighboring land or premises" includes any 
             adjoining or neighboring land or premises whether or not 
             belonging to the Landlord


     (iv)    "Building" means any building from time to time on the Demised


<PAGE>







                                      [MAP]










<PAGE>







                                      [MAP]









<PAGE>

                                       2


             Premises


     (v)     "Business Day" means a day (other than a Saturday or a Sunday) 
             on which banks are generally open in London for normal business


     (vi)    "Clearing Bank" means a bank which is a member of CHAPS and Town
             Clearing Company Limited


     (vii)   "company" means a body corporate wheresoever incorporated


     (viii)  "Conducting Media" means tanks pipes cables wires lights and 
             light-fittings meters radiators drains sewers gutters and other 
             things (whether or not of a like nature) for the supply of 
             electricity telephone gas water soil and other services and 
             supplies


     (ix)    the Demised Premises" means ALL THAT property known as Saturn 
             House The Mercury Centre Wycombe Lane Wooburn Green High Wycombe 
             Buckinghamshire forming part of the Estate and shown for the 
             purposes of identification only edged red on Plan A and each and 
             every part thereof including without prejudice to the foregoing 
             the Building and all entrances entrance-halls plant rooms 
             heating apparatus and other apparatus stairs and passageways and 
             the accessways yards open areas and the Conducting Media within 
             or exclusively serving the Demised Premises together with the 
             Landlord's fixtures and fittings from time to time therein and 
             each and every part thereof together with all alterations 
             additions and improvements to the Demised Premises


     (x)     "Estate" means the Landlord's estate of which the Demised Premises

<PAGE>

                                       3


             form part known as The Mercury Centre Wycombe Lane Wooburn Green 
             High Wycombe Buckinghamshire shown verged blue on Plan B 
             together with such additional land or excluding such land of 
             lesser area (but including the Demised Premises and the land 
             over which it enjoys rights granted by this Lease) as the 
             Landlord may from time to time specify and together with all 
             buildings fixtures or structures whatsoever from time to time 
             thereon


     (xi)    "Estate Services" means the provision and carrying out by or on 
             behalf of the Landlord of such services as in the opinion of the 
             Landlord are:-


             (a)  necessary for the maintenance repair upkeep renewal 
                  insurance security management cleanliness renewal and 
                  replacement of items of plant equipment Conducting Media 
                  landscaping roadways pavements forecourt car parks and/or 
                  common areas and common facilities forming part of the 
                  Estate and forming part of the land shown hatched black on 
                  Plan B; or


             (b)  for the benefit of tenants of the Estate; or


             (c)  otherwise in keeping with the principles of good estate 
                  management of the Estate


             and the Landlord may from time to time withhold add to or extend 
             and vary or make any alteration in the nature of matters 
             previously performed as Estate Services if the Landlord 
             considers it necessary or in the interests of good estate 
             management


     (xii)   "Estate Service Expenditure" means all expenditure incurred by the

<PAGE>

                                       4



          Landlord or which the Landlord reasonably anticipates is likely to be
          incurred during the Term in providing all or any of the Estate
          Services including (without prejudice to the generality of the 
          foregoing):-


     (a)  the cost of repairing resurfacing cleaning lighting maintaining
          renewing replacing and improving the estate roads serving the Estate
          and the forecourt car parking areas loading bays landscaped areas
          boundary walls fences hedges gates entrances and signs now or at any
          time during the Term constructed on the Estate including any drains
          sewers pipes cables gutters inspection chambers or any other services
          or fittings relating thereto over in or under the Estate


     (b)  the cost of retaining and providing the services of all staff
          necessary for the efficient maintenance and management of the Estate


     (c)  the cost of maintaining proper security in respect of the Estate
          both during and outside normal working hours and at weekends


     (d)  the cost of the maintenance replacement renewal and improvement of
          the drainage and sewerage system serving the Estate


     (e)  the cost of and incidental to compliance by the Landlord with every
          notice regulation or order of any competent local or other authority
          in relation to the Estate or its appurtenances


     (f)  (i)  all reasonable fees charges expenses and commissions properly 
               incurred in the administration and management of the Estate or 
               payable to any solicitor accountant surveyor valuer agent or 
               architect or any of them whom the Landlord may from time to 
               time employ in connection with the management or maintenance 
               of the Estate including the cost of preparing or causing to be 
               prepared statements of the said costs charges and expenses and 
               auditing the same

<PAGE>

                                       5



          (ii) a charge equivalent to ten per centum of the aggregate costs 
               expenses and outgoings referred to in this clause 1(1)(xiii) 
               (but excluding this sub-paragraph (f)(ii)) such sum to be in 
               respect of the general administration and supervision costs of 
               the Landlord relating to or in connection with the matters 
               specified or referred to in this Clause 1(1)(xiii) or any of 
               them PROVIDED that any sums payable to a managing agent under 
               the immediately preceding sub-paragraph (f)(i) in respect of 
               the management or supervision of the Estate and which shall be 
               included in the calculation of the said aggregate costs 
               expenses and outgoings shall be deducted from the charge 
               included by virtue of this sub-paragraph


     (g)  the costs of effecting and maintaining in force an insurance policy or
          policies against any and every liability of the Landlord for injury to
          or death of any person (including every agent servant and workman of
          the Landlord) and damage to or destruction of the property by any
          such person arising out of the maintenance of the Estate


     (h)  the cost of carrying out all other work or providing services of 
          any kind whatsoever which the Landlord may from time to time 
          reasonably consider necessary or desirable for the purpose of 
          maintaining or improving the Estate in the interests of the tenants 
          thereof


     (i)  such sums as the Landlord shall in its discretion think fit as 
          being a reasonable provision for expenditure likely to be incurred 
          during the Term in connection with the matters mentioned in this 
          and the preceding paragraphs


     but excluding any expenditure on any part of the Estate for which any 
     other tenant shall be directly responsible and/or which shall be 
     attributable (whether directly or indirectly) to the construction by the 
     Landlord of Phase 2 of the Estate on that part of the Estate shown 
     coloured orange on Plan B but giving credit for any sums payable to the 
     Landlord from any owner or occupier of adjoining land towards the cost 
     of provision of Estate Services

<PAGE>

                                       6


     (xiii)  "the Initial Rent" is One Hundred and Twenty One Thousand Pounds
             (L121,000) per annum


     (xiv)   "the Insured Risks" means the risks covered from time to time by 
             the insurance policy effected by the Landlord pursuant to its 
             covenant herein contained including a minimum of three years 
             loss of rent and risks in respect of fire lightning explosion 
             storm tempest flood aircraft and articles dropped therefrom 
             impact storm riot and civil commotion burst pipes and tanks and 
             damage to or failure of the boilers lifts lift apparatus plant 
             rooms heating and air conditioning apparatus and other apparatus 
             plant and machinery in the Demised Premises subsidence heave 
             landslip and such other risks or perils (if any) as the Landlord 
             may from time to time deem prudent to insure


     (xv)    "the Landlord" includes the person or persons for the time being
             entitled to the reversion immediately expectant on the Term


     (xvi)   "Plan A" and "Plan B" means the plan or plans so marked annexed
             hereto


     (xvii)  "the Planning Acts" means and includes the Town & Country 
             Planning Acts 1990 the Planning (Listed Buildings and 
             Conservation Areas) Act 1990 the Planning (Hazardous Substances) 
             Act 1990 the Planning (Consequential Provisions) Act 1990 the 
             Environmental Protection Act 1990 the Planning and Compensation 
             Act 1991 and the Environment Act 1995


     (xviii) "Possession Date" means whichever is the earliest of the date
             hereof or


<PAGE>

                                       7



             the date upon which the Tenant takes possession of the Demised 
             Premises or has access to the Demised Premises for the purposes 
             of commencing its fitting out works


     (xix)   "these Presents" means this Lease and the Schedules hereto and 
             any licences granted pursuant hereto and any deed of variation 
             hereof and any deed or other instrument made supplemental hereto


     (xx)    "Provisional Sum" in relation to each Service Period means an 
             amount calculated by the Landlord's managing agents acting as 
             experts and not arbitrators as their reasonable and proper 
             estimate of the likely Service Rent for the relevant Service 
             Period


     (xxi)   "the Rent Commencement Date" means the 12th day of August 1998

          
     (xxii)  "Review Date" means the 12th day of August 2003 and the 12th day of
             August 2008


     (xxiii) "Service Period" means the period:-

     
             (a)  from the Possession Date to (and including) the first 
                  Account Date; and thereafter


             (b)  between two consecutive Account Dates (excluding the first 
                  and including the second); and thereafter


             (c)  commencing immediately after the last Account Date of the 
                  Term and ending on the expiration or sooner determination 
                  of the Term


<PAGE>
                                       8



     (xxiv)  "Service Rent" is the relevant proportion applicable to the 
             Demised Premises from time to time of the Estate Service 
             Expenditure for any relevant Service Period


     (xxv)   "the Tenant" includes the successors in title and assigns of the 
             Tenant(s)


     (xxvi)  "the Term" means a term of 15 years commencing on the 12th day 
             of August 1998 together with any holding over continuation or 
             extension thereof whether by agreement operation of law or 
             otherwise


     (xxvii) "underlease" means any lease granted or agreed to be granted 
             (whether immediately or not) out of the Term and "underlessee" 
             means the lessee for the time being thereunder and 
             "underletting" means the grant of any underlease


(2)  AND in these Presents unless there is something in the context inconsistent
     therewith:-


     (i)     words importing the masculine gender shall include every gender 
             and vice versa and words importing the singular shall include 
             the plural and vice versa and words importing persons and all 
             references to persons shall include companies corporations and 
             firms and vice versa and references to a natural person include 
             his estate and personal representatives


     (ii)    if at any time two or more persons are included in the 
             expression "the Landlord ("the Tenant" or "the Surety" then 
             covenants herein contained or implied by or on the part of such 
             persons shall be deemed to be and


<PAGE>

                                       9



             shall be construed as covenants entered into by and binding on 
             such persons jointly and severally


     (iii)   any reference to any enactment (whether generally or 
             specifically) shall be construed as a reference to that 
             enactment as amended extended re-enacted or applied or 
             consolidated by or under any other enactment and shall include 
             all instruments orders plans regulations permissions and 
             directions made or issued thereunder or deriving validity 
             therefrom


     (iv)    the clause and paragraph headings in this Lease are for ease of 
             reference only and shall not be taken into account in the 
             construction or interpretation of any covenant condition or 
             proviso to which they refer


     (v)     references in this Lease to a clause Schedule or paragraph are 
             references where the context so admits to a clause Schedule or 
             paragraph of this Lease and references to a paragraph of a 
             Schedule are (unless the context otherwise requires) references 
             to a paragraph of that Schedule in this Lease


     (vi)    any covenant by the Tenant or any underlessee not to do any act 
             or thing shall include a covenant not to permit or suffer the 
             doing of that act or thing


     (vii)   the perpetuity period applicable to this Lease shall be eighty 
             years from the date hereof and wherever in this Lease either 
             party is granted a future interest in property there shall be 
             deemed to be included in respect of every such grant a provision 
             requiring that future interest to

<PAGE>

                                   10


             vest within the stated period and for it to be void for 
             remoteness if it shall not have so vested


     (viii)  Clause headings shall not affect the construction of this Lease


2. THE DEMISE


     The Landlord HEREBY DEMISES unto the Tenant the Demised Premises
     TOGETHER with the particular rights in the First Schedule hereto so far as
     the Landlord has power to grant the same BUT EXCEPT AND RESERVING
     AND SUBJECT to the particular rights and matters in the Second Schedule
     hereto AND SUBJECT ALSO to and with the benefit of the matters referred
     to in the Third Schedule hereto and to such other rights easements
     quasi-easements and privileges as are enjoyed by any adjoining or
     neighboring land or premises in any manner affecting the Demised
     Premises TO HOLD the Demised Premises unto the Tenant (together with
     but except and reserved and subject as aforesaid) for the Term YIELDING
     AND PAYING therefor unto the Landlord during the Term and so in
     proportion for any less time than a year without any deductions therefrom
     whatsoever the following rents namely:-


     (a)   First from the Rent Commencement Date and during the remainder of 
           the Term the Initial Rent or such higher yearly rent as may become 
           payable pursuant to review under Clause 6 hereof such yearly rent 
           to be payable by equal quarterly payments in advance on the usual 
           quarter days in each year of which the first payment (being the 
           due proportion for the period commencing on the Rent Commencement 
           Date and ending on the day preceding the usual quarter day 
           thereafter) to be paid on or before the Rent Commencement Date

<PAGE>
                                       11 



     (b)  Secondly throughout the Term by way of additional rent all sums 
          (including the whole of any increase in any premium from time to 
          time as a result of or arising out of the manner or the purposes in 
          or for which the Demised Premises are kept used and occupied and 
          the cost of periodically revaluing but not more than once in any 
          Year the Demised Premises for insurance purposes) incurred by the 
          Landlord in respect of the several insurances referred to in Clause 
          4(1) hereof each such sum to be paid by the Tenant forthwith on 
          demand therefor (but not earlier than one month before the next 
          renewal date) the first such payment in respect of the amounts 
          already so expended by the Landlord (being the due proportion 
          thereof for the period from the Possession Date to the next renewal 
          date or dates for such insurances) to be paid on or before the date 
          hereof and in the event of any dispute as to any such sum the same 
          shall be reasonably determined by the Landlord's surveyor (acting 
          as an independent expert and not as an arbitrator) whose 
          determination shall in the absence of manifest error be final and 
          binding on the parties save as to questions of law and


     (c)  Thirdly with effect from the Possession Date as additional yearly 
          rent the Service Rent (including the Provisional Sum on account) 
          payable in accordance with the provisions of clause 9 hereof


     (d)  Fourthly by way of additional rent all other sums payable by the
          Tenant hereunder including (without prejudice to the generality of
          the foregoing) interest collection charges costs and Value Added Tax
          on the rents hereinbefore made payable such sums to be paid upon
          demand


<PAGE>

                                       12



3. TENANT'S COVENANTS


The Tenant to the intent that the obligations hereby created shall continue
throughout the whole of the Term HEREBY COVENANTS with the Landlord as
follows:-


(1)  RENT


     (a)  To pay the rents hereby reserved at the times and in the manner 
          aforesaid and not to exercise or to seek any right or claim to 
          withhold rent or any right or claim to legal or equitable set-off


     (b)  If so required by the Landlord to make such payments by bankers
          order or credit transfer to any bank account or other account in the
          United Kingdom which the Landlord may from time to time
          reasonably nominate


(2)  OUTGOINGS


     (a)  To pay and keep the Landlord fully indemnified from and against all 
          liability for all general and other rates of whatever nature or 
          kind and all taxes charges duties levies assessments impositions 
          and outgoings whatever (whether parliamentary parochial local or of 
          any other description) which are now or may become payable in 
          respect of the Demised Premises whether by the owner tenant or 
          occupier thereof other than those which occur as a direct or 
          indirect result of any dealing by the Landlord in respect of its 
          reversionary interest or taxes imposed on the Landlord in respect 
          of the rents reserved in these Presents (save for VAT) and in 
          addition to indemnify the Landlord

<PAGE>

                                       13 




          against any rates and outgoings payable by the Landlord after the
          expiration or sooner determination of the Term through the
          Landlord's inability to claim void rate relief for the maximum period
          (commencing with the date of the expiration or sooner determination
          of the Term) which would have been allowed had the Demised
          Premises been occupied up to the date of the expiration or sooner
          determination of the Term


     (b)  (i)  To pay to the Landlord in addition to the rents and other sums 
               payable under this Lease amounts equal to any Value Added Tax 
               (or similar tax whether in substitution for or in addition to 
               it) chargeable on any supply made by the Landlord to the 
               Tenant under the terms of or in connection with this Lease


          (ii) To pay and to indemnify the Landlord against amounts equal to 
               any Value Added Tax (or similar tax as aforesaid) chargeable 
               by reference to any sum paid or payable by the Landlord in 
               respect whereof (or some part thereof) the Tenant agrees under 
               this Lease to reimburse or indemnify the Landlord save where 
               the Landlord is able to reclaim the same as an input credit 
               (unless the Landlord is required by law to recharge the VAT to 
               the Tenant)


     (c)  To pay all charges (including meter rents and standing charges) for 
          supplies of gas water and electricity consumed upon the Demised 
          Premises


     (d)  Not to agree or by default allow to be fixed the rateable value of 
          the Demised Premises or any part thereof without the prior written

<PAGE>

                                       14




          consent of the Landlord such consent not to be unreasonably 
          withheld and to co-operate with the Landlord at the joint cost of 
          the Landlord and the Tenant in any negotiations with the District 
          Valuer or in any appeal to the Court or to the Lands Tribunal in 
          respect of the rateable value of the Demised Premises

3.   REPAIR 


     At all times during the term to put and keep the Demised Premises and 
     means of escape therefrom in case of fire or other emergency and 
     Conducting Media forming part of and exclusively serving the Demised 
     Premises in good and substantial repair and condition and to amend 
     rebuild renew and replace whenever necessary in accordance with good 
     modern practice the whole or any part of the Demised Premises if the 
     same is or becomes beyond repair and to maintain decorate support and 
     clean the Demised Premises and to repair and to keep all yards and 
     spaces not built upon clean tidy and free from refuse and weeds and to 
     keep the external fabric and stonework cleaned and maintained as and 
     when necessary and to keep the central heating and hot water boilers 
     apparatus and installations and all sanitary and water apparatus for the 
     time being of and serving the Demised Premises in good and substantial 
     repair and clean condition and at all times in good and safe working 
     condition (damage by the Insured Risks always excepted save to the 
     extent that the policy or policies of insurance shall be rendered void 
     or payment of the insurance moneys thereunder be refused in whole or in 
     part by reason of or arising out of any act omission neglect or default 
     of the Tenant or any underlessee or other person under the control of 
     the Tenant or any underlessee) and to clean the glass in the Demised 
     Premises inside at least once a month and the outside bi-monthly and 
     (without prejudice to the generality of the foregoing obligations of the

<PAGE>

                                       15



     Tenant):-


     (a)  in a good and workmanlike manner and to the satisfaction of the 
          Landlord in every third year of the Term calculated from the date 
          hereof and also in the last three months of the Term (however and 
          whenever it may terminate) to paint all the external woodwork 
          ironwork metalwork cement or stucco-work (if any) and all other 
          external parts of the Demised Premises which have been previously 
          painted or ought to be painted with at least two coats of good 
          quality paint of a colour (if different from that used previously) 
          first specified or approved in writing by the Landlord (such 
          approval not to be unreasonably withheld or delayed)


     (b)  in like manner and to the like satisfaction in every fifth year of 
          the Term calculated from the date hereof and also in the last three 
          months of the Term (however and whenever it may terminate) to paint 
          with at least two coats of good quality paint all interior parts of 
          the Demised Premises which have previously been or ought to be 
          painted and paper or otherwise suitably decorate or treat with good 
          quality materials as circumstances may require all parts of the 
          interior of the Demised Premises which have previously been or 
          ought to be so dealt with


     (c)  as often as may be necessary to maintain in good and substantial 
          condition and to clean and treat in a suitable manner all surfaces 
          fixtures and fittings not required to be decorated and so often as 
          it shall be necessary to repair maintain and renew any plant 
          machinery boilers equipment and fixtures and fittings

<PAGE>

                                       16



     (d)  to comply with the requirements or recommendations of any 
          maintenance and operating manuals provided by the Landlord to the 
          Tenant


     (e)  to enter into contracts for the periodic and regular inspection 
          servicing and maintenance of the lifts lift shafts and lift 
          apparatus and the hot water boilers and central heating apparatus 
          and the air-conditioning and ventilation apparatus and any other 
          apparatus and installations machinery and equipment and all 
          sanitary and water apparatus and thereafter to keep the same on 
          foot and observe and perform the Tenant's obligations thereunder 
          and to produce to the Landlord on demand from time to time such 
          contracts and evidence that any payments due from the Tenant 
          thereunder are fully paid up-to-date


(4) COMPLIANCE WITH STATUTES
     
  
     (a)  In connection with the Defective Premises Act 1972 to notify the 
          Landlord in writing immediately the Tenant becomes aware of any 
          defect in the Demised Premises which may cause personal injury and 
          to indemnify the Landlord against any claims proceedings demands 
          costs and expenses incurred under Section 4 of the said Act by 
          reason of the Tenant's failure to erect and display prominently any 
          such notice or warning of relevant defects (within the meaning of 
          that Section) which the Landlord may request AND without prejudice 
          to the foregoing to permit the Landlord and its agents with or 
          without workmen and others at any time on reasonable notice to 
          enter upon the Demised Premises for any or all of the following 
          purposes namely erecting and exhibiting notices thereon and giving 
          warning of

<PAGE>
                                        17




          relevant defects within the meaning of Section 4 of the said Act in 
          the Demised Premises and installing lighting or any other reasonable 
          means of warning or protection against such defects


     (b)  To observe and perform all requirements of any Act of Parliament 
          local Act or bye-law and notices issued thereunder or of any public 
          local or other competent authority (whether or not required of the 
          Tenant itself) in any way affecting the Demised Premises or any 
          thing in or any activity carried on by persons residing at or 
          working or employed at the Demised Premises or the use and 
          occupation thereof within the time limited by law or the notice 
          requiring the same (or if no time is so limited then within a 
          reasonable time) and to indemnify and keep the Landlord fully 
          indemnified against all such requirements and all actions 
          proceedings costs claims demands expenses and liability whatever 
          arising out of or in connection with the non-observance or 
          non-performance thereof


     (c)  Comply with all requirements and regulations of the electricity and 
          gas supply authorities as to the electrical and gas installations 
          in the Demised Premises and not without the Landlord's written 
          consent (which shall not be unreasonably withheld or delayed) to 
          alter or extend the electrical or gas installations or electrical 
          wiring in the Demised Premises nor to use any apparatus which 
          overloads the electrical or gas installations in the Demised 
          Premises


(5)  PARTY STRUCTURES 


      (To the extent that the same is not included in the Estate Service
      Expenditure) on receipt of a written demand from or on behalf of the

<PAGE>
                                       18


     Landlord forthwith to pay a just proportion fairly attributable to the 
     Demised Premises of all expenses of making maintaining upholding 
     repairing rebuilding renewing scouring and cleansing any party walls 
     fences gates and railings and any path ways yards external means of 
     escape in case of fire or other emergency and Conducting Media and other 
     structures which are available for enjoyment and use by the Occupiers of 
     the Demised Premises jointly with the occupiers of any adjoining or 
     neighbouring land or premises such proportion if in dispute to be 
     reasonably determined by the Landlord's surveyor (acting as an 
     independent expert and not as an arbitrator) whose determination shall 
     be final and binding upon the parties save as to questions of law or in 
     the event of manifest error


(6)  YIELD UP IN GOOD REPAIR AT THE END OF THE TERM


     Quietly to surrender and yield up the Demised Premises to the Landlord or 
     as the Landlord may direct at the end or sooner determination of the 
     Term in a state and condition in all respects in accordance with the 
     covenants on the part of the Tenant herein contained Provided that if at 
     the expiration or sooner determination of the Term the Demised Premises 
     shall not be in such a state of repair and condition as shall be in 
     accordance with the Tenant's covenants and provisions herein contained 
     for or relating to the repair painting or the carrying out of any other 
     works on the Demised Premises by the Tenant then the Tenant shall pay to 
     the Landlord forthwith on demand a sum equivalent to the cost to the 
     Landlord of carrying out such repairs painting and works as shall be 
     necessary to put the Demised Premises in such a state of repair and 
     condition as aforesaid together with an amount representing the loss of 
     the rent first hereby reserved suffered by the Landlord for such 
     reasonable period to enable such repairs painting and works to be 
     carried out such sum in default of agreement to be certified by

<PAGE>

                                       19




     the Landlord's surveyor (acting as an independent expert and not as an
     arbitrator) whose determination shall be final and binding upon the parties
     save as to questions of law or in the event of manifest error


(7)  LANDLORD'S RIGHT OF INSPECTION AND RIGHT OF REPAIR


     (a)  To permit the Landlord and others authorised by the Landlord after
          48 hours prior written notice at reasonable hours during the daytime
          to enter upon the Demised Premises to view and inspect the Demised
          Premises and ascertain how the same are being used and occupied
          and the state and condition thereof and to take schedules of all
          Landlord's fixtures and fittings and to estimate the current value of
          the Demised Premises for insurance mortgage or other purposes


     (b)  Whenever on any such inspection anything is found which constitutes 
          a breach non-performance or non-observance of the covenants on the 
          part of the Tenant herein contained and of which the Landlord gives 
          notice to the Tenant to remedy and make good the same within two 
          months of the date of such notice (or sooner if necessary) but if 
          the Tenant shall fail so to do to permit the Landlord if it so 
          desires (although the Landlord shall be under no obligation so to 
          do) without prejudice to the Landlord's right of re-entry 
          hereinafter contained or any other right or remedy of the Landlord 
          to enter upon the Demised Premises with contractors workmen and 
          others and all necessary equipment tools and materials and to 
          execute or complete such works and to pay to the Landlord on 
          written demand either during or on completion of such works as the 
          Landlord may require the costs and expenses thereby incurred by the 
          Landlord together with all solicitors' surveyors' and other 
          professional fees and expenses

<PAGE>

                                       20 



          incurred by the Landlord in relation to such works such sums to be 
          recoverable as rent in arrear


   (c)    To permit the Landlord and others authorised by the Landlord and 
          the tenants owners or occupiers from time to time of any adjoining 
          or neighboring land or premises and their respective agents and 
          contractors to enter upon the Demised Premises with workmen and 
          others and all necessary equipment tools and materials after at 
          least 48 hours prior written notice (except in an emergency when no 
          prior notice need be given and if necessary to break into the 
          Demised Premises) in order to carry out repairs alterations 
          additions decorations or any other works to or on any adjoining or 
          neighboring land or premises which cannot reasonably be carried out 
          without entry on to the Demised Premises PROVIDED ALWAYS that the 
          persons so entering shall cause thereby as little inconvenience as 
          possible to the Tenant or the other occupiers of the Demised 
          Premises and shall with the minimum of delay make good all physical 
          damage thereby caused to the Demised Premises


(8)  LANDLORD'S COSTS AND EXPENSES


     To pay on demand all costs charges and expenses (including solicitors' 
     costs architects' managing agents and surveyors' fees) payable by the 
     Landlord for the purposes of and incidental to:


     (a)  the preparation service or enforcement (whether by proceedings or 
          otherwise) of any notice under Section 146 or 147 of the Law of 
          Property Act 1925 requiring the Tenant to remedy a breach of any of 
          the Tenant's obligations hereunder notwithstanding forfeiture for 
          any

<PAGE>
                                       21

     

          such breach shall be avoided otherwise than by relief granted by the
          Court


     (b)  the preparation service or enforcement (whether by proceedings or 
          otherwise) of any notice to repair or schedule of dilapidations 
          accrued at or prior to the end or sooner determination of the Term 
          whether or not served during the Term


     (c)  the collection of the rents and other amounts payable by the Tenant
          hereunder


     (d)  the performance and observance of any other of the provisions of this
          Lease


     (e)  any application by the Tenant to the Landlord for consent or 
          approval under the terms of this Lease and these Presents whether 
          such consent is given unconditionally or subject to conditions or 
          refused or the request for the same is withdrawn subject to such 
          costs being reasonable and proper


(9)  INSURANCE AND PROVISIONS IN CASE OF FIRE ETC.


     (a)  If the Demised Premises or any part thereof shall be destroyed or 
          damaged as a result of any act omission neglect or default by or on 
          the part of the Tenant or any underlessee or any person under the 
          control of the Tenant or any underlessee whereby any policy of 
          insurance maintained by the Landlord is rendered void or payment of 
          the insurance money thereunder is refused in whole or in part to 
          pay to the Landlord on written demand or otherwise make good to the

<PAGE>
                                       22



          Landlord all loss damage and expense thereby incurred and to
          indemnify the Landlord against all actions proceedings costs claims
          demands and liability whatsoever resulting therefrom or arising
          thereout including the cost of rebuilding reinstating replacing and
          making good the Demised Premises


     (b)  To keep the Demised Premises supplied with such fire prevention
          and fire fighting equipment as the insurers and Fire Authority may
          require and to maintain the same to their satisfaction


     (c)  To comply with all requirements and reasonable recommendations of
          the insurers and Fire Authorities as to fire precautions and fire
          fighting equipment relating to the Demised Premises or the conduct
          of persons using the Demised Premises


     (d)  In the event of the Demised Premises or any part thereof being
          destroyed or damaged by any of the Insured Risks to give notice
          thereof to the Landlord as soon as possible


     (e)  Not to leave the Demised Premises vacant or unoccupied for a period 
          in excess of 21 days without first giving the Landlord at least 21 
          days prior written notice of the intention so to do and without 
          first paying any additional or increased premium required by the 
          insurers and in the event the Demised Premises are left vacant 
          during the last three months of the Term (howsoever determined) to 
          indemnify the Landlord against any loss of empty rate relief he 
          would otherwise enjoy at the end of the Term


     (f)  Not to do or omit to do anything or bring onto the Demised Premises


<PAGE>
                                       23 



          any explosive flammable or toxic or otherwise harmful chemicals or
          materials or any other matter or thing of whatsoever nature which
          shall or may cause the policy or policies for the insurance of the
          Demised Premises or any adjoining or neighbouring land or premises
          to become void or voidable or any premium payable to be increased
          above the ordinary or common rate for similar premises


     (g)  Forthwith to inform the Landlord in writing of any conviction 
          judgement or finding of any Court or Tribunal relating to the 
          Tenant (or any director or other officer or major shareholder of 
          the Tenant) of such 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


     (h)  The Tenant warrants that prior to the execution of this Lease it has
          disclosed to the Landlord in writing any conviction judgement or
          finding of any Court or Tribunal relating to the Tenant (or any
          director or other officer or major shareholder of the Tenant) of such
          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


     (i)  Not to insure or effect any insurance in respect of the Demised
          Premises or any plateglass therein insofar as the same are insured by
          the Landlord from time to time


     (j)  In the event of a claim upon the Landlords Policy of insurance any 
          shortfall arising in the insurance monies due to the imposition of 
          an excess by the Insurers any such excess shall be borne by the 
          Tenant



<PAGE>
                                    24




          and paid to the Landlord upon demand



(10) USER


     (a)  The Demised Premises shall be kept used and occupied only as 
          business commercial or professional offices or subject to the prior 
          written consent of the Landlord (such consent not to be 
          unreasonably withheld or delayed) any other use within Class B1 of 
          the Town and Country Planning (Use Classes) Order 1987 (but not as 
          diplomatic offices or as a betting office or bookmaker's office or 
          as a jobcentre or as an office for the Department of Health and 
          Social Security) and not in any other manner or for any other 
          purpose or for any immoral or unlawful purpose or for any sale by 
          auction or for any residential purpose PROVIDED that the Tenant 
          hereby acknowledges and admits that notwithstanding the foregoing 
          provisions as to the use of the Demised Premises permitted to the 
          Tenant the Landlord does not thereby or in any way give or make any 
          representation or warranty that any such use is a permitted use 
          within the provisions of the Planning Acts nor shall any consent in 
          writing which the Landlord may hereafter give to any change of use 
          be taken as including any such representation or warranty and that 
          notwithstanding that any such use is not a permitted use within 
          such provisions the Tenant shall remain fully bound and liable to 
          the Landlord in respect of the obligations undertaken by the Tenant 
          by virtue of this Lease without any compensation recompense or 
          relief of any kind


     (b)  Neither the Tenant nor any underlessee nor any person under the 
          control of the Tenant or any underlessee shall overload any floor 
          of or lift in or serving the Demised Premises or pass or leave 
          anything of a

<PAGE>
                                   25



          harmful nature through or in the basins or toilets or Conducting
          Media in or serving the Demised Premises (whether exclusively or
          jointly with other premises) or do anything at the Demised Premises
          which shall be or may become a nuisance (whether indictable or not)
          or which shall cause any damage or disturbance to the Landlord or
          the owners tenants or occupiers from time to time of any adjoining or
          neighboring land or premises


(11) ALTERATIONS


     (a)  Save and except in order to comply with any of the Tenant's
          obligations hereunder there shall be no reconstruction or rebuilding
          or carrying-out of any structural alterations additions or other
          structural works of or to the Demised Premises nor any cutting
          maiming or injuring of the main walls or roof and floor slabs of the
          Demised Premises nor any erecting of any new buildings or erections
          thereon PROVIDED that if such works are to be carried out by the
          Tenant to comply with its obligations in this Lease the Tenant shall
          first obtain the written consent of the Landlord to such works in the
          manner set out in sub-clause (b) below


     (b)  Save and except as aforesaid any non-structural alterations 
          additions and other works of or to the Demised Premises shall be 
          carried out only after there has first been obtained the written 
          consent thereto of the Landlord (such consent not to be 
          unreasonably withheld or delayed) and all necessary approvals 
          consents licences permits or permissions of any competent authority 
          body or person and then only strictly in accordance with the terms 
          and conditions thereof and only in accordance with drawings and 
          specifications of the relevant

<PAGE>
                                       26




          alterations additions or other works as the Landlord shall have
          required and previously approved in writing (such approval not to be
          unreasonably withheld or delayed) PROVIDED ALWAYS that the
          Landlord may as a condition of giving such consent require the
          Tenant to enter into such covenants with the Landlord as the
          Landlord may reasonably require for the execution and supervision
          of such works and the reinstatement of the Demised Premises at the
          expiry or sooner determination of the Term (howsoever determined)
          and such other covenants as the Landlord may reasonably require


     (c)  To permit the Landlord and others authorised by the Landlord to
          enter upon the Demised Premises after reasonable prior notice at
          reasonable hours during the daytime for the purpose of seeing that
          all alterations additions and other works thereto are being or have
          been carried out in all respects in conformity with this clause and
          immediately upon being required to do so to remove any alterations
          additions and other works of or to the Demised Premises which do
          not so conform or in respect of which any such approvals consents
          licences permits or permissions of any competent authority body or
          person have been withdrawn or have lapsed and thereupon make
          good all damage thereby caused to the Demised Premises and restore
          and reinstate all parts of the Demised Premises affected thereby to
          the reasonable satisfaction of the Landlord


     (d)  If so required in writing by the Landlord (but not otherwise) at 
          the expiry or earlier determination of the Term to remove all 
          alterations and additions made by the Tenant to the Demised 
          Premises during the Term or during any period of occupation prior 
          to the commencement of the Term 

<PAGE>
                                       27



(12) SIGNS


     No fascia sign nameplate bill notice placard/ advertisement or similar 
     device shall be affixed to or displayed in or on any part of the Demised 
     Premises so as to be visible from the exterior thereof save such as 
     indicates the name of any occupier or occupiers for the time being and 
     its or their business and save such as has been previously approved by 
     the Landlord in writing (such consent not to be unreasonably withheld or 
     delayed)


(13) AERIALs


     No television or wireless or other form of mast or aerial receiver dish nor
     any flagpole shall be affixed to any part of the exterior of the Demised
     Premises save such as has been previously approved by the Landlord in
     writing (such consent not to be unreasonably withheld or delayed)


(14) PLANNING ACTS


     (a)  Without prejudice to the generality of clause 3(4) hereof to 
          observe and perform all the requirements of any Acts or regulations 
          relating to fire and the Planning Acts in respect of the Demised 
          Premises or the use thereof and all the requirements of any 
          approval consent licence permit or permission granted thereunder 
          which remain lawfully enforceable and affect the Demised Premises 
          and to indemnify and keep the Landlord fully indemnified from and 
          against all actions proceedings costs claims demands expenses and 
          liability whatsoever arising out of or in connection with any 
          non-observance or non-performance thereof

<PAGE>
                                       28




     (b)  No application shall be made for any approval consent licence 
          permit permission certificate or determination under the Planning 
          Acts in respect of the Demised Premises without the prior written 
          consent of the Landlord (such consent not to be unreasonably 
          withheld or delayed)


     (c)  Unless the Landlord shall otherwise direct in writing to carry out 
          to the reasonable satisfaction of the Landlord during the Term 
          (however and whenever it may terminate) all works to the Demised 
          Premises which as a condition of any such approval consent licence 
          permit or permission obtained by and implemented by or on behalf of 
          the Tenant or any underlessee are required to be carried out at the 
          Demised Premises by a date after the Term (however and whenever it 
          may terminate)


(15) STATUTORY NOTICES


     To give to the Landlord a copy of every notice of whatsoever nature 
     affecting or likely to affect the Demised Premises made given or issued 
     by or on behalf of the local planning authority or any other authority 
     body or person having lawful jurisdiction within fourteen days of its 
     receipt by the Tenant or any underlessee or sooner if requisite and to 
     produce the original thereof to the Landlord on written request AND if 
     so required in writing by or on behalf of the Landlord but at the joint 
     cost of the Landlord and the Tenant to make or join with the Landlord 
     and any other persons for the time being interested in the Demised 
     Premises or any adjoining or neighbouring land or premises affected 
     thereby in making such objections or representations against or in 
     respect of any such notice as aforesaid as the

<PAGE>
                                   29




     Landlord may reasonably require


(16) ACCESS TO RE-LET


     To permit the Landlord during the period of six months immediately 
     preceding the end or sooner determination of the Term (and at any time 
     during the Term in the event of any proposed disposal by the Landlord of 
     its interest in the Demised Premises) to affix and retain on any part of 
     the Demised Premises (but not so as thereby materially to interfere with 
     any trade or business carried on thereat or with reasonable access of 
     light and air thereto) notices and boards relating to any proposed 
     disposal by the Landlord of its interest in the Demised Premises or any 
     part thereof or for reletting or otherwise dealing with the same and to 
     permit all persons with written authority from the Landlord or the 
     Landlord's agents to inspect and view the Demised Premises at reasonable 
     times of the day by previous appointment


(17) ALIENATION


     (a)  Save as hereinafter permitted the Tenant shall not assign transfer
          underlet part with or share possession or occupation mortgage or
          charge or declare trusts over the whole or part only of the Demised
          Premises and the Tenant shall not permit or suffer any such dealing
          as aforesaid


     (b)  Not to part with possession or share occupation of the Demised
          Premises or any part thereof other than by way of:-


          (i)  an assignment or charge permitted under sub-clause 3(17)(c);


<PAGE>
                                       30




                 or


          (ii)   an underlease permitted under sub-clause 3(17)(e); or


          (iii)  sharing of occupation by a company in the same group as the
                 Tenant permitted under sub-clause 3(17)(f)



     (c)  Not to assign or charge the whole of the Demised Premises without
          the Landlord's prior written consent which consent shall not be
          unreasonably withheld or delayed but which in respect of a proposed
          assignment may be subject to satisfaction of the conditions set out in
          sub-clause 3(17)(d) below and to complete any such assignment
          within twenty working days of the issue of the Landlord's consent
          provided that nothing in this sub-clause shall prevent the Tenant
          charging the Demised Premises pursuant to a floating charge over its
          assets entered into prior to the date hereof


     (d)  The conditions referred to in sub-clause 3(17)(c) which are 
          specified for the purposes of Section 19(1A) of the Landlord and 
          Tenant Act 1927 are:-


          (i)  that the Tenant shall have entered into an authorised
               guarantee agreement (as defined in Section 16 of the Landlord
               and Tenant (Covenants) Act 1995) with the Landlord in a form
               which the Landlord reasonably requires


          (ii) that any guarantor of the Tenant's obligations under the Lease
               shall have guaranteed to the Landlord that the Tenant will
               comply with the terms and conditions of the agreement


<PAGE>
                                       31




                 referred to in sub-clause 3(17)(d)(i) and in a form which the
                 Landlord reasonably requires


          (iii)  that any arrears of rent and any other payments due under 
                 this Lease (including any outstanding balance due under the 
                 terms of any rent deposit deed or bank guarantee) as at the 
                 date of the Tenant's application for Licence to Assign has 
                 been paid


          (iv)   that the Landlord reasonably determines that the proposed 
                 assignee is capable of being able to comply with the 
                 Tenant's covenants in this Lease and to continue to be such 
                 a person following the assignment


          (v)    the Landlord is reasonably satisfied that completion of the 
                 assignment will not materially adversely affect the value of 
                 the Landlord's interest in the Demised Premises


          (vi)   the proposed assignee would in the reasonable opinion of the 
                 Landlord be acceptable to a reasonable institutional 
                 investor in the market taking into account any reasonable 
                 and proper facts including but not limited to the financial 
                 strength of the proposed assignee and any guarantor of the 
                 proposed assignee's obligations and any rent deposit offered 
                 by the assignee


          (vii)  the execution and delivery to the Landlord prior to the 
                 assignment of a rent deposit deed or the provision of a bank 
                 guarantee for such sum as the Landlord may reasonably 
                 determine but not exceeding 12 months passing rent in a form

<PAGE>

                                       32





                 reasonably acceptable to the Landlord and in substantially 
                 the same form mutatis mutandis (save as the circumstances 
                 require) as a rent deposit deed of even date herewith and 
                 made between the parties hereto in the case of a rent 
                 deposit deed together with the payment by way of cleared 
                 funds of the sums specified in the rent deposit deed


          (viii) any intended assignee shall enter into a deed of covenant 
                 with the Landlord in such a form as the Landlord shall 
                 reasonably require to observe and perform all the covenants 
                 and agreements on the part of the Tenant herein contained 
                 during such period as the Tenant is bound by the Lease 
                 covenants and in the case of a limited liability company 
                 should the Landlord so reasonably require a guarantor or 
                 guarantors reasonably acceptable to the Landlord shall join 
                 in such deed of covenant to covenant with the Landlord 
                 substantially in the same terms mutatis mutandis as clause 8 
                 hereof

          PROVIDED THAT the Landlord and the Tenant agree that the Landlord 
          may withhold its consent if any one or more of the following 
          circumstances exist in which case the Landlord shall not be 
          regarded as unreasonably withholding its consent:

          (1)    The proposed assignee is a company which is a member of the 
                 same group (within the meaning of Section 42 of the Landlord 
                 and Tenant Act 1954) as the Tenant unless the Tenant and the 
                 proposed assignee become joint tenants

          (2)    The Landlord reasonably determines there is any subsisting


<PAGE>

                                       33



               material breach of any of the Tenant's covenants and 
               conditions in this Lease


          (3)  The proposed assignee or any proposed guarantor for the 
               proposed assignee (other than any guarantor under an 
               authorised guarantee agreement) is a corporation registered in 
               or an individual resident in a jurisdiction in which a 
               judgment obtained in the Courts of England and Wales will not 
               necessarily be enforced without any re-examination of the 
               merits of the case


          (4)  The proposed assignee is a person firm company or other body 
               corporate or entity which has the right to claim diplomatic 
               immunity or exemption in relation to the observance and 
               performance of the covenants and conditions contained in this 
               Lease


          (5)  That if any consent of a superior landlord and/or mortgagee is 
               required to the assignment that consent has not been obtained 
               before the assignment


          (6)  The proposed assignee fails to demonstrate that it has a 
               satisfactory current trading record to enable it to take on 
               the liabilities under this Lease


     (e)  PERMITTED UNDERLETTING


          (i)  The Tenant shall not underlet the whole or part of the Demised 
               Premises or agree to underlet the whole or part of the Demised

<PAGE>

                                       34 




               Premises comprising one or more complete floors of the Demised 
               Premises without the prior written consent of the Landlord 
               such consent not to be unreasonably withheld or delayed 
               provided that there shall not be more than two separate 
               occupations of the Demised Premises at any one time and 
               provided further that all underlettings of part of the Demised 
               Premises shall have the renewal provisions of the 1954 Act (as 
               amended) excluded by Court Order pursuant to Section 5 of the 
               Law of Property Act 1969 and the Tenant shall not underlet the 
               whole or part of the Demised Premises otherwise than by an 
               underlease with provision for upwards only review of the 
               reserved rent as at each review date during the term of the 
               underlease in like manner (mutatis mutandis) as provided in 
               Clause 6 hereof and in accordance with sub-clause 3(17)(e)(iv) 
               hereof PROVIDED THAT the Tenant shall not underlet the whole 
               or any part of the Demised Premises at a fine or a premium and 
               not otherwise than at the Market Rent (as defined in Clause 6) 
               or the proportionate part of the Market Rent of the Demised 
               Premises where only part of the Demised Premises is underlet 
               (such rent in all cases to be approved by the Landlord such 
               approval not to be unreasonably withheld or delayed) and


          (ii) any intended undertenant shall enter into a deed of covenant 
               with the Landlord in such form as the Landlord shall 
               reasonably require to observe and perform all the covenants 
               and agreements on the part of the tenant contained in the 
               underlease and if the Landlord so reasonably requires a 
               guarantor or guarantors reasonably acceptable to the Landlord

<PAGE>
               
                                       35




                shall join in such deed of covenant to covenant with the 
                Landlord in substantially the same terms mutatis mutandis as 
                clause 8 hereof


          (iii) in any permitted mediate or immediate underlease the rent 
                shall be payable no more than one quarter in advance and


          (iv)  any such underlease shall in all respects be consistent with 
                the provisions of this Lease including in particular (but 
                without prejudice to the generality of the foregoing) 
                provisions as to rent review which shall follow the 
                provisions of this Lease and which require a review of the 
                rent payable under this Lease to the Market Rent in 
                accordance with the provisions and at the date of review of 
                the rent payable under this Lease and


          (v)   At all times to enforce compliance with the covenants and 
                conditions contained in all underleases (whether mediate or 
                immediate) of the Demised Premises and not to waive or vary 
                any of the same without the prior written consent of the 
                Landlord and not without the consent of the Landlord to 
                accept a surrender of any underlease of the Demised Premises 
                or agree any reviewed rent with an undertenant until the rent 
                on rent review has been agreed or determined as between the 
                Landlord and the Tenant pursuant to Clause 6 hereof and


          (vi)  Any further dealings with the Demised Premises thereby 
                demised which are permitted shall be subject to the prior 
                written consent of the Landlord (such consent not to be 
                unreasonably withheld or delayed) to a permitted dealing

<PAGE>

                                        36




                 which would not result in a breach of any of the provisions of 
                 this clause


          (vii)  Not upon a review of the rent reserved by an underlease of 
                 the whole or any part of the Demised Premises to agree the 
                 amount of any such reviewed rent without the prior consent 
                 of the Landlord which consent shall not be unreasonably 
                 withheld or delayed


          (viii) Without prejudice to paragraph 3(17)(e)(ii) the Tenant shall 
                 procure that any intended undertenant covenants with the 
                 Landlord not to assign the underlet premises without 
                 obtaining a deed of covenant from the intended assignee in 
                 favour of the Landlord in the same form (mutatis mutandis) 
                 as the deed referred to in paragraph 3(17)(e)(ii) and if 
                 the Landlord so reasonably requires one or more guarantors 
                 reasonably acceptable to the Landlord shall join in such 
                 deed in favour of the Landlord guaranteeing the due 
                 performance of all the obligations and liabilities of the 
                 intended assignee the deed to be in substantially the same 
                 terms mutatis mutandis as clause 8 hereof


          (ix)   In the case of an underlease of part of the Demised Premises 
                 the form of the underlease shall be first approved by the 
                 Landlord (such approval not to be unreasonably withheld or 
                 delayed) and such form shall not demise any part of the 
                 structure or common parts of the Building but shall contain 
                 provisions under which the undertenant is liable to pay a 
                 fair proportion of the costs of insuring repairing and 
                 redecoration

<PAGE>

                                       37




               of the structure and common parts and all other services 
               relating to the Building which benefit such part of the 
               Demised Premises directly or indirectly and not to differ from 
               the terms of this Lease except insofar as reasonably necessary 
               to make it applicable to such underletting of part


     (f)  Notwithstanding the foregoing provisions of this sub-clause the 
          Tenant may without the consent of the Landlord share occupation of 
          the whole or any part of the Demised Premises with a company that 
          is a member of the same group as the Tenant within the meaning of 
          Section 42 of the 1954 Act for so long only as such company remains 
          a member of the group provided that (1) the relationship of 
          Landlord and Tenant is not thereby created (2) that any such 
          company shall vacate the Demised Premises forthwith upon vacation 
          by the Tenant (3) written notice is given to the Landlord prior to 
          such company taking occupation of the Demised Premises or any part 
          thereof


     (g)  Within twenty-one days of every assignment or transfer (whether by 
          deed will or otherwise) and every permitted underlease of the 
          Demised Premises or any part thereof and every other disposition or 
          transmission or devolution of the Demised Premises (including all 
          Orders of Court Probates and Letters of Administration) notice 
          thereof shall be given to the Landlord's Solicitors stating the 
          date and short particulars thereof and the names and addresses of 
          every party thereto and at the same time a certified copy of the 
          deed document or instrument creating or evidencing the same shall 
          be produced (properly stamped if required to be stamped) to the 
          Landlord's Solicitors for registration (with an additional 
          certified copy thereof for retention by the Landlord) and a 
          reasonable solicitor's fee for such

<PAGE>

                                      38



          registration shall be paid by the Tenant


     (h)  Within one month of the ascertainment of the yearly rent payable
          under any underlease or remoter lease of the Demised Premises or
          any part of it pursuant to the provisions in such deed for rent review
          to give notice in writing to the Landlord of the yearly rent so
          ascertained


(18) INFORMATION


     Immediately on receiving a request for the same from the Landlord or its
     agents (but not more than once a year) to give the following information to
     the Landlord in writing:-


     (a)  full names and addresses of all persons in occupation of the Demised
          Premises or any part of it


     (b)  the precise part of the Demised Premises which such persons occupy


     (c)  a true copy of the document or if none a written memorandum of the
          agreement and parties to it whereby each such person is or claims to
          be entitled to occupy any part of the Demised Premises


     (d)  full names and addresses of all persons entitled or claiming to be
          entitled to an interest in the Demised Premises or any part of it
          (whether at law or in equity)


     (e)  the precise part of the Demised Premises in which each such person 
          is or claims to be entitled to an interest

<PAGE>

                                   39





     (f)  a true copy of the document or if none a written memorandum of the 
          agreement and parties to it whereby each such person is or claims 
          to be entitled to an interest in the Demised Premises or any part 
          of it


     (g)  the name home address and home telephone number of at least two
          keyholders of the Demised Premises


(19) ACQUISITION OF RIGHTS ENCROACHMENTS ETC.


     (a)  Neither the Tenant nor any underlessee shall effect authorise or
          permit any encroachment upon or acquisition of any right easement
          quasi-right quasi-easement or privilege adversely affecting the
          Demised Premises or any closing or obstruction of the access of light
          or air to any windows or openings of the Demised Premises nor shall
          the Tenant or any underlessee give any acknowledgment to any third
          party that the enjoyment of access of light or air thereto is with the
          consent of such third party nor give any consideration to any third
          party nor enter into any agreement with any third party for the
          purpose of inducing or binding such third party to abstain from
          obstructing the access of light or air thereto


     (b)  If any such encroachment or acquisition or closing or obstruction
          shall be threatened or attempted to give notice thereof to the
          Landlord as soon as the same comes to the knowledge of the Tenant
          and upon request by the Landlord to take immediate steps (in
          conjunction with the Landlord and other interested persons if the
          Landlord shall so require) at the joint cost of the Landlord and the
          Tenant to adopt all such lawful means and do all such lawful things


<PAGE>

                                        40





          as the Landlord may reasonably deem appropriate for preventing any
          such encroachment or acquisition


     (c)  Not to stop up or obstruct any windows or light belonging to the
          Demised Premises or to any other building belonging to the Landlord
          nor permit any new window light opening doorway path drain or
          encroachment or easement to be made into against or upon the
          Demised Premises without the Landlord's consent and to give notice
          to the Landlord of any such encroachment which shall be made or
          attempted and which comes to the Tenant's notice and at the request
          of the Landlord to adopt such means and take such steps at the joint
          cost of the Landlord and the Tenant as may be reasonably required by
          the Landlord to prevent the same


(20) MATTERS AFFECTING THE DEMISED PREMISES


     (a)  To observe and perform the agreements covenants and stipulations
          contained or referred to in the Third Schedule hereto insofar as the
          same are still subsisting and capable of being enforced against the
          Demised Premises or the owner Landlord tenant or occupier thereof
          and to keep the Landlord throughout the Term fully indemnified
          against all actions proceedings costs claims demands expenses and
          liability in any way relating thereto in so far as they relate to the
          Demised Premises


     (b)  Not knowingly to do or permit or suffer any matter or thing which
          may hinder or prevent the Landlord or its agents from observing and
          performing all and singular the covenants conditions and agreements
          on its part contained in this Lease


<PAGE>

                                       41      



(21) RUBBISH


     Not to allow rubbish of any description to accumulate on any part of the
     Demised Premises but to place all refuse or rubbish tidily in proper
     receptacles therefor provided by the Tenant on the refuse area shown
     coloured yellow on Plan A in accordance with the right in that behalf
     contained in Paragraph 4 of the First Schedule hereto and not to hang or
     place or to allow to be hung or placed any articles or other goods of any
     description outside the Demised Premises or the entrance door thereof
     whether on the forecourt or otherwise or from the windows of the Demised
     Premises nor expose outside or from the windows of the Demised Premises
     any clothes articles or other goods of any description


(22) LOADING


     Not to load or unload nor to permit or suffer to be loaded or unloaded any
     vehicle unless the vehicle shall be in the unloading area (if any) provided
     from time to time by the Landlord for that purpose and in accordance with
     the regulations (if any) made by the Landlord in this respect


(23) CARPETS AND DECORATION


     To clean repair replace and renew as often as the Landlord may 
     reasonably consider necessary the fitted carpets within the Demised 
     Premises and at the end or sooner determination of the term at the 
     Tenant's own cost to deliver up the Demised Premises with new good 
     quality carpets and the walls redecorated to a good standard

<PAGE>

                                       42



     
(24) APPOINTMENT OF NEW GUARANTOR


     Within fourteen days of the death during the Term of the Surety (if any) 
     or if more than one any of them or of any surety hereunder or of any 
     surety in any underlease or of any such person becoming bankrupt or 
     having a bankruptcy petition presented against him or being a company 
     passing a resolution to wind up or entering into liquidation or having 
     an administrative receiver appointed or having an administration order 
     made against it to give notice of this to the Landlord and if so 
     required by the Landlord at the expense of the Tenant within 
     twenty-eight days to procure some other person acceptable to the 
     Landlord to execute a guarantee in respect of the Tenant's obligations 
     contained in this Lease in the form set out in clause 8


(25) APPLICATION FOR RELEASE


     (a)  The Tenant shall not unreasonably object to the release of the
          Landlord or a former landlord from the Landlord's covenants in this
          Lease to the extent (if any) as such covenants continue to bind the
          Landlord assigning the reversion or a former landlord (as
          appropriate) following an application made in accordance with
          Section 8 of the Landlord and Tenant (Covenants) Act 1995 ("the
          Act")


     (b)  If following a written notice from the Tenant objecting to such
          release the Court makes a declaration that it is reasonable for the
          Landlord or a former landlord to be released from the Landlord's
          covenants in this Lease the Tenant shall indemnify the Landlord and
          any former landlord in respect of any loss damage costs and expenses
          incurred or


<PAGE>

                                         43






          sustained as a result of the Tenant's objection


(26) REGULATIONS


     To observe and perform all regulations made by the Landlord in the 
     interests of good estate management applicable to the Estate a copy of 
     which in their form current at the date of this Lease has been given to 
     the Tenant


4. LANDLORD'S COVENANTS


The Landlord HEREBY COVENANTS with the Tenant as follows:-


(1)  INSURANCE


     (a)  To insure and (unless such insurance shall become void or payment
          of the insurance monies shall be refused in whole or in part by reason
          of any act omission neglect or default by or on the part of the Tenant
          or any underlessee or other person under the control of the Tenant or
          any underlessee) to keep insured or to procure such insurance (save
          as aforesaid) and to pay promptly all premiums for insuring and
          keeping insured the Demised Premises in the full reinstatement cost
          (whether or not with any other premises) against loss or damage by
          the Insured Risks together with insurance against architects'
          surveyors' and other professional advisers' fees at the usual scales
          current for the time being and the cost of demolition and site
          clearance consequent upon rebuilding or reinstatement and VAT in
          respect of all such costs and works and a minimum of 3 years loss of
          the rent first hereby reserved


<PAGE>

                                        44




     (b)  Subject to Clause 5(5) hereof to claim all monies due and to apply 
          all monies (except monies received in respect of loss of or damage 
          to any other premises or the fixtures and fittings therein or 
          liability to third parties or loss of rent) received by the 
          Landlord under or by virtue of such insurance and any monies 
          received from the Tenant pursuant to the Tenant's obligation 
          contained in Clause 3(9)(a) hereof in rebuilding or reinstating the 
          Demised Premises or such parts thereof as may have been damaged or 
          destroyed as expeditiously as possible (subject always to the 
          Landlord being able to obtain all necessary approvals consents 
          licences permits and permissions from any superior lessor or other 
          competent authority and all such materials and labour as may be 
          required for such rebuilding and reinstatement) making good any 
          deficiency in the insurance monies out of the Landlord's own 
          resources unless such deficiency arises due to the act or neglect 
          or default of the Tenant its servants agents licensees or 
          undertenants PROVIDED THAT if any damage or destruction shall 
          render the Demised Premises wholly or substantially unfit for 
          occupation and if the Demised Premises shall not have been 
          reinstated by the date 2 years nine months after the date of such 
          damage or destruction either the Landlord or the Tenant may by 
          giving to the other party three months prior notice in writing 
          determine this demise provided that any such notice shall cease to 
          have effect and the Term shall continue if the Demised Premises 
          shall have been reinstated by the third anniversary of the date of 
          damage or destruction and provided further that any such 
          determination shall be without prejudice to any claim by the 
          Landlord in respect of any antecedent breach of the Tenant's 
          covenants and conditions herein contained and in the event of 
          either the Landlord or the Tenant determining this Lease pursuant 
          to this proviso neither the Tenant

<PAGE>
                                       45


          nor anyone claiming through or under the Tenant shall object to the
          payment to the Landlord or any superior lessor of any part of the
          moneys (including monies in respect of professional fees demolition
          site clearance shoring up and loss of rent) payable under any policy
          of insurance in respect of the Demised Premises or any part thereof


   (c)    (i)  To produce to the Tenant on request (such request not to be
               made more often than once in each calendar year) a copy of the
               insurance policy and the last premium renewal receipt or
               reasonable evidence of the terms of the policy and that the last
               premium has been paid; and


          (ii) To use its reasonable endeavours to procure that the interest 
               of the Tenant is noted or endorsed on the said insurance 
               policy or policies at all times


   (d)    The Landlords obligation to insure under clause 4(1)(a) shall be
          limited to and subject to any excess exclusion or limitation or other
          terms and conditions imposed by insurers


   (e)    The Landlord shall not be obliged to insure under clause 4(1)(a) if 
          and to the extent that insurance is not regularly available in the 
          London insurance market on reasonable commercial terms provided 
          that it shall notify the Tenant forthwith


   (f)    The Landlord may but shall not be obliged to insure against loss of 
          rent and if the Landlord is itself an insurance company it may 
          self-insure in which case it shall be deemed to be doing so at its 
          usual rates and on its standard terms



<PAGE>
                                   46





(2)  QUIET POSSESSION

     That the Tenant paying the rents hereby reserved and all other monies
     payable by the Tenant under these Presents and observing and performing
     the several covenants and agreements on the Tenant's part and the
     conditions and stipulations herein contained shall and may peaceably hold
     and enjoy the Demised Premises during the Term according to these
     Presents without any lawful interruption by the Landlord or any person
     lawfully claiming through under or in trust for the Landlord


(3)  PROVISION OF SERVICES


     Subject to the payment of the rents hereby reserved the Landlord will
     provide the Estate Services save as prevented by Insured Risks or acts
     beyond its reasonable control provided that it shall use all reasonable
     endeavours to restore the Estate Services in question as soon as reasonably
     practicable


5. PROVISOS


PROVIDED ALWAYS AND IT IS HEREBY EXPRESSLY AGREED as follows:-


(1)  Whenever the rent (whether formally or legally demanded or not) shall
     remain unpaid after becoming due and payable or any other monies which
     may become payable hereunder by the Tenant to the Landlord or any part
     thereof shall remain unpaid 7 days after becoming due and payable then the
     amount thereof or the balance for the time being unpaid shall (without
     prejudice to the Landlord's right of re-entry hereinafter contained or any


<PAGE>

                                       47



     other right or remedy of the Landlord) from the due date for payment 
     thereof and until the same is duly paid bear and carry interest (as well 
     after as before any judgment) at the rate of four per centum per annum 
     above the base rate for the time being of National Westminster Bank PLC 
     or (in the event of such rate ceasing to be published) at such 
     equivalent rate as the Landlord shall notify to the Tenant for the whole 
     period from the date upon which such sum ought to have been paid until 
     the date of payment Provided that if any such rent or payment of other 
     monies as aforesaid shall be declined by the Landlord so as not to waive 
     any breach of covenant the same shall be payable with interest thereon 
     at the rate aforesaid from the date the payment became due to the date 
     upon which payment is accepted by the Landlord AND the Tenant 
     accordingly HEREBY COVENANTS with the Landlord that in every such case 
     the Tenant will pay such interest thereon to the Landlord in addition to 
     the rents and other monies as aforesaid (as well after as before any 
     judgment) at the aforesaid rate

(2)  If the rents hereby reserved or any part thereof shall remain unpaid for 
     fourteen days after becoming payable (whether formally demanded or not) 
     or if the Tenant or the Surety being a company unregistered company or 
     corporation shall be deemed to be unable to pay its debts within the 
     meaning of Section 123 of the Insolvency Act 1986 ("the 1986 Act") or 
     shall make a voluntary arrangement as referred to in Part I of the 1986 
     Act or shall have a petition for an administration order presented under 
     Part II of the 1986 Act or shall go into liquidation as defined in 
     Section 247(2) of the 1986 Act (other than a voluntary winding-up solely 
     for the purpose of amalgamation or reconstruction while solvent) or 
     shall have a receiver or manager (including an administrative receiver) 
     appointed of all or any part of its assets or undertaking whether under 
     Part III of the 1986 Act or otherwise or if a provisional liquidator is 
     appointed under Section 135 of the

<PAGE>
                                       48  





     1986 Act or if a proposal is made for a scheme of arrangement under 
     Section 425 of the Companies Act 1985 or if the Tenant or the Surety or 
     if more than one any of them being an individual an application is made 
     for an interim order or a proposal is made for a voluntary arrangement 
     under Part VIII of the 1986 Act or a Bankruptcy Petition is presented to 
     the Court or his circumstances are such that a Bankruptcy Petition could 
     be presented under Part IX of the 1986 Act or shall make any other 
     assignment for the benefit of or enter into any other arrangement with 
     his creditors or if the Tenant or the Surety or if more than one any of 
     them shall suffer any distress or execution to be levied on its goods at 
     the Demised Premises or if any covenant or condition on the part of the 
     Tenant or the Surety herein contained shall not be performed or observed 
     then and in any of the said events it shall be lawful for the Landlord 
     at any time thereafter to re-enter upon the Demised Premises or any part 
     thereof in the name of the whole and thereupon this demise shall 
     absolutely determine but without prejudice to any right of action or 
     remedy of the Landlord against the Tenant or the Surety in respect of 
     any arrears of rent or any breach of covenant or condition or the Tenant 
     or the Surety against the Landlord for breach of covenant

(3)  If the Demised Premises or any material part thereof shall at any time or
     times be destroyed or damaged by any of the Insured Risks so as to be unfit
     for occupation and use then and in every such case (save as provided in
     Clause 4(1)(a) hereof) the principal rent and the Service Rent hereby
     reserved or a fair and just proportion thereof according to the nature and
     extent of the damage sustained (as agreed between the Landlord and the
     Tenant in writing within one month of such destruction or damage) shall be
     suspended and cease to be payable until the Demised Premises have been
     rebuilt or reinstated and made fit for occupation and use or until the
     expiration of 3 years from the date of the damage or destruction if earlier


<PAGE>

                                       49



     and failing such agreement or in case any dispute shall arise as to the
     amount of such suspension and or such period the same shall be determined
     by an independent Surveyor who shall act as an arbitrator in accordance
     with the Arbitration Act 1996


(4)  Notwithstanding the acceptance of or demand for rent or other monies 
     payable under this Lease and these Presents by or on behalf of the 
     Landlord with knowledge of a breach of any of the covenants on the part 
     of the Tenant in this Lease the Landlord's right to forfeit this Lease 
     on the ground of such breach shall remain in force and the Tenant shall 
     not in any proceedings for forfeiture be entitled to rely upon any such 
     acceptance or demand as a defence


(5)  In any rebuilding or reinstatement of the Demised Premises following
     damage or destruction by any of the Insured Risks the Landlord shall not be
     obliged to lay out insurance moneys in rebuilding or reinstatement in
     accordance with the previous sections elevations and specifications of the
     Demised Premises but it shall be sufficient if they are restored so as to
     provide the Tenant with premises reasonably equivalent to the Demised
     Premises and thereafter all the covenants and conditions of this deed shall
     apply to such accommodation mutatis mutandis as they applied to the
     Demised Premises


(6)  Nothing contained in or implied by this Lease shall give the Tenant the 
     benefit of or the right to enforce or to prevent the release or 
     modification of any covenant agreement or condition entered into by any 
     lessee of the Landlord in respect of any property not comprised in this 
     Lease


(7)  If any dispute arises between the Tenant and the Landlord's tenants or



<PAGE>

                                       50




     occupiers of any adjoining or neighbouring land or premises as to any
     easement right or privilege in connection with the use of the Demised
     Premises and the adjoining or neighbouring land or premises or as to the
     party or other walls separating the Demised Premises from the adjoining or
     neighbouring land or premises or as to the amount of any contribution
     towards the expenses or services used in common with any other property it
     shall be decided by the Landlord's surveyor or in such manner as the
     Landlord's surveyor shall direct


(8)  The operation of Section 62 of the Law of Property Act 1925 shall be 
     excluded from this Lease and the only rights granted to the Tenant are 
     those expressly set out in this Lease and the Tenant shall not by virtue 
     of this Lease be deemed to have acquired or be entitled to and the 
     Tenant shall not during the Term acquire or become entitled by any means 
     whatsoever to any easement from or over or affecting any other land or 
     premises now or at any time hereafter belonging to the Landlord and not 
     comprised in this Lease


(9)  The Landlord shall not be responsible to the Tenant or to anyone at the 
     Demised Premises expressly or by implication with the Tenant's authority 
     for any accident happening or injury suffered or for any damage to or 
     loss of any chattel sustained in the Demised Premises


(10) This Lease embodies the entire understanding of the parties relating to the
     Demised Premises or to any of the matters dealt with by any of the
     provisions of this Lease


(11) 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
     

<PAGE>
                                       51




     behalf of the Landlord except any such statement or representation that is
     expressly set out in this Lease or in written replies from the Landlord's
     solicitors to enquiries raised by the Tenant's solicitors


(12) Whilst the Landlord is a limited company or other corporation all 
     licences consents approvals and notices required or permitted to be 
     given by the Landlord shall be sufficiently given if given under the 
     hand of a director or the secretary or other duly authorised officer of 
     the Landlord or by the surveyor on behalf of the Landlord


(13) If after the Tenant has vacated the Demised Premises on the expiry of 
     the Term any property of the Tenant remains in or on the Demised 
     Premises and the Tenant fails to remove it within twenty one days after 
     being requested in writing by the Landlord so to do or after using its 
     best endeavors the Landlord is unable to make such a request to the 
     Tenant within fourteen days of first attempting so to do:-


     (a)  the Landlord may as the agent of the Tenant sell such property
          provided that the Tenant will indemnify the Landlord against any
          liability incurred by the Landlord to any third party whose property
          shall have been sold by the Landlord in the bona fide mistaken belief
          (which shall be presumed unless the contrary be proved) that such
          property belonged to the Tenant


     (b)  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 and

<PAGE>

                              52 



     (c)  the Tenant shall indemnify the Landlord against any damage 
          occasioned to the Demised Premises or any adjoining or neighbouring 
          land or premises and any action claims proceedings costs expenses 
          and demands made against the Landlord caused by or related to the 
          presence of the Tenant's property in or on the Demised Premises


(14) 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 1954 Act


(15) The Landlord shall not in any event be liable to the Tenant in respect 
     of any failure of the Landlord to perform any of its obligations to the 
     Tenant hereunder in respect of the Estate Services (other than 
     insurance) whether expressed or implied unless and until the Tenant has 
     notified the Landlord of the facts giving rise to the failure and the 
     Landlord has failed within a reasonable length of time to remedy the 
     same and then in such case the Landlord shall be liable to compensate 
     the Tenant only for loss or damage sustained by the Tenant after such 
     reasonable time has lapsed


(16) This Lease is granted without prejudice to the provisions of any 
     previous lease under which the Tenant has hitherto held the Demised 
     Premises or any part thereof or to the provisions of any licence for 
     alterations or works granted pursuant thereto which last mentioned 
     provisions shall (so far as remaining to be performed and observed) be 
     read and construed as if contained in a licence supplemental to this 
     Lease and as if any reference to the term granted by such Lease were a 
     reference to the Term granted by this

<PAGE>

                                       53



     Lease


(17) The parties to this Lease hereby agree and declare that:


     (a) this is a new lease for the purposes of the Act

     
     (b) any provisions in this Lease which are void pursuant to Section 25 of
         the Act shall be severed from all remaining provisions and such
         remaining provisions shall be preserved


     (c) to the extent that any provision in this Lease extends beyond the
         limitations set by the said Section 25 of the Act but if it did not so
         extend it would remain unaffected by the said Section 25 the
         provisions shall be deemed to be varied so as not to extend beyond
         the said limitations


(18) In the event of the Landlord (at the request of the Tenant) granting any 
     concession as a result of which the Tenant is entitled to defer the 
     payment of any monies due then for all purposes in connection with this 
     Lease (and in particular in relation to Section 17 of the Act such 
     monies shall be deemed to fall due on the subsequent date agreed between 
     the Landlord and Tenant pursuant to the concession in lieu of the 
     earlier date


6. RENT REVIEW


(1)  With effect from each Review Date the rent first hereinbefore reserved 
     shall be the amount payable (but for any abatement of rent) immediately 
     prior to that Review Date or (if greater) the Market Rent as agreed or 
     determined pursuant to this Clause 6

<PAGE>

                                       54



(2)  The expression "the Market Rent" means the annual rack rent exclusive of 
     all outgoings which might reasonably be obtained in the open market 
     without the payment of a premium or a fine by a willing landlord from a 
     willing tenant for a lease of the whole of the Demised Premises with 
     vacant possession and fully fitted out and ready for occupation at the 
     commencement of the term for a term equal to the residue of the Term 
     remaining on the relevant Review Date or 5 years (whichever is the 
     longer period) (but commencing on the Review Date) upon the following 
     assumptions that:-


     (A)  all the provisions of this Lease on the part of the Tenant have been
          duly observed and performed and on the assumption that the user
          permitted by this Lease of all parts of the Demised Premises complies
          with the Planning Acts


     (B)  on the relevant Review Date no damage to or destruction of the
          Demised Premises or its services nor any damage to or destruction of
          any part of the Demised Premises or with anything else in respect of
          which the Tenant enjoys rights has occurred


     (C)  the Demised Premises are fit for immediate occupation and use and
          that no work has been carried out on the Demised Premises by the
          Tenant or its underlessees or their predecessors in title which has
          diminished the rental value of the Demised Premises

          
     (D)  the Demised Premises may be used for all purposes falling within the
          same Use Class or Use Classes under the Town and Country Planning
          (Use Classes) Order 1987 (to which Clause 1(2)(iii) hereof shall not

<PAGE>
                                       55




           apply) as the use permitted by these Presents and that all other 
           licences consents and permissions required to implement such use 
           have been obtained


     (E)   there has been a reasonable period in which to negotiate the terms 
           of the letting taking into account the nature of the Demised 
           Premises and the state of the market


     (F)   that the Demised Premises have been carpeted and decorated at the 
           cost of the Landlord to a high standard


     there being disregarded (if otherwise applicable) any effect on rental
     value by reason of:-


     (i)   the fact that the Tenant its underlessees or their respective 
           predecessors in title have been in occupation of the Demised 
           Premises and


     (ii)  any goodwill attached to the Demised Premises by reason of the 
           carrying-on thereat of the business of the Tenant or its 
           underlessees or their predecessors in title in their respective 
           businesses and


     (iii) all improvements authorised by the Landlord or made by the Tenant 
           or its underlessees or their respective predecessors in title in 
           accordance with the terms of this Lease otherwise than at the cost 
           of or in pursuance of an obligation to the Landlord contained 
           herein or one imposed by the terms of this Lease and any such 
           works undertaken either (a) by the Tenant its underlessees or 
           their respective predecessors in title during any period of 
           occupation prior

<PAGE>
                         
                                       56



          to the grant of this Lease or any previous lease arising out of an 
          agreement to grant such term or (b) by any lessee or underlessee of 
          the Demised Premises before the commencement of the Term hereby 
          granted so long as the Landlord or its predecessor in title has not 
          had vacant possession of the relevant part of the Demised Premises 
          since the improvement was carried out


     (iv) (so far as may be permitted by law) all restrictions whatsoever 
          relating to rent or its recoverability and all provisions relating 
          to any method of determination of rent contained in any enactment


     and such lease shall in all other respects contain the same terms and
     conditions mutatis mutandis (except as to the amount of rent but including
     similar provisions for review thereof as are contained in this Clause 6) as
     this present Lease


(3)  The Market Rent shall be determined by agreement between the Landlord
     and the Tenant but if by the date which is three months before the relevant
     Review Date they shall not have agreed the same the Market Rent shall be
     determined by an independent chartered surveyor of recognised standing
     being a member of a leading firm of surveyors having been in practice
     continuously for at least ten years in England immediately prior to the
     relevant Review Date and having substantial recent experience in valuing
     premises of a kind and character similar to the Demised Premises to be
     agreed upon in writing by the Landlord and the Tenant or in default of such
     agreement by the date which is one month before the relevant Review Date
     to be nominated by the President or other officer duly authorised for that
     purpose of the Royal Institution of Chartered Surveyors on the application
     of either the Landlord or the Tenant such surveyor to act as an arbitrator
     in

<PAGE>

                                        57


     accordance with the Arbitration Act 1996 and the costs of such
     determination shall be in the award of such surveyor (the Surveyor)


(4)  If the Surveyor shall fail to determine the Market Rent in the manner 
     hereinbefore provided within four months of his appointment or if he 
     shall relinquish his appointment or die or if it shall become apparent 
     that for any reason he will be unable to complete his duties hereunder 
     within the said period of four months then the Landlord and the Tenant 
     may agree upon or either of them may apply to the said President or 
     other officer for a substitute to be appointed in his place which 
     procedure may be repeated as many times as necessary


(5)  In the event of the Landlord and the Tenant not having reached agreement 
     or the Surveyor's award not having been published or the Surveyor or the 
     Landlord or the Tenant making application to the Court whether before or 
     after such publication and such application not having been finally 
     determined by the relevant Review Date for any reason whatever then in 
     respect of the period of time ("the interval") between the relevant 
     Review Date and ending on the date on which agreement is reached or such 
     award is published or such application is finally determined the Tenant 
     shall pay to the Landlord in the manner provided in this Lease the rent 
     payable immediately prior to the relevant Review Date ("the Current 
     Rent") PROVIDED THAT at the expiration of the interval there shall be 
     due as a debt payable by the Tenant to the Landlord on demand the amount 
     by which the Market Rent agreed upon by the Landlord and the Tenant or 
     determined by the said surveyor or the Court as the case may be exceeds 
     the Current Rent together with interest on such amount at two per cent 
     over the base rate of National Westminster Bank Plc or (in the event of 
     such rate ceasing to be published) at such comparable rate as the 
     Landlord shall notify

<PAGE>     

                                      58


     to the Tenant but in respect of both the said excess and the said 
     interest on it duly apportioned on a daily basis in respect of the 
     interval


(6)  If at any time the Tenant shall be obliged legally or otherwise to 
     comply with any enactment (which expression shall include any Act of 
     Parliament now or hereafter in force and any instrument regulation or 
     order made thereunder or deriving validity therefrom) dealing with the 
     control of rent and which shall restrict or modify the Landlord's right 
     to increase the rent in accordance with the foregoing provisions of this 
     Clause or which shall restrict the right of the Landlord to demand or 
     accept payment of the full amount of the yearly rent for the time being 
     payable hereunder then the Landlord shall on each occasion that any such 
     enactment is removed relaxed or modified be entitled on giving not less 
     that one month's notice in writing to the Tenant expiring after the date 
     of such removal relaxation or modification to introduce a rent review 
     date which shall be the date of expiration of such notice and from and 
     after such review date until the next Review Date the yearly rent then 
     payable hereunder shall be such as shall be agreed or determined in 
     accordance (mutatis mutandis) with the foregoing provisions of this 
     Clause 6 Provided that and for the avoidance of doubt it is hereby 
     declared that notwithstanding the date of a review as hereinbefore 
     provided the Market Rent under this present provision shall be 
     calculated as at the Review Date immediately preceding the date of the 
     Landlord's notice


(7)  The revised rent agreed or determined pursuant to this Clause 6 shall be
     endorsed by way of memorandum on this Lease and on the counterpart
     thereof and signed by or on behalf of the Landlord and the Tenant


(8)  In this clause time shall not be of the essence

<PAGE>

                                       59



7. SERVICE OF NOTICES AND JURISDICTION


(1)  THESE Presents shall incorporate the provisions as to notices contained in
     Section 196 of the Law of Property Act 1925 as amended by the Recorded
     Delivery Service Act 1962 except that Section 196 shall be deemed to be
     amended as follows:-


     (a)  the final words of Section 196(4) "and that service... be 
          delivered" shall be deleted and there shall be substituted "...and 
          that service shall be deemed to be made on the third working day 
          after the registered letter has been posted "working day" meaning 
          any day from Monday to Friday (inclusive) other than Christmas Day, 
          Good Friday and any statutory bank holiday"


     (b)  any notice or document shall also be sufficiently served on a party 
          if served on solicitors who have acted for that party in relation 
          to this Lease or the Demised Premises at any time within the year 
          preceding the service of the notice or document or who have been 
          appointed by Clause 7(2)(c) or (d) below


     (c)  any notice or document shall also be sufficiently served if sent by 
          telex or fax to the party to be served (or its Solicitors where 
          paragraph (b) applies) and service in such case shall be deemed to 
          be made on the day of transmission if transmitted before 4 pm on a 
          working day but otherwise on the next following working day


(2)  (a)  The Landlord Tenant and the Surety respectively acknowledge and 
          declare that this Lease and the rights and obligations of the 
          Landlord Tenant and the Surety hereunder are governed by English law

<PAGE>          
                                       60



     (b)  The Landlord Tenant and the Surety irrevocably and unconditionally 
          agree that any proceedings in relation to this Lease may and shall 
          be brought in the English Courts and submit to the jurisdiction of 
          the English Courts in respect of any such proceedings


8. GUARANTEE PROVISION


(1)  The Surety (if any) covenants with the Landlord as primary obligor and 
     not merely by way of guarantee (for the benefit of the Landlord and of 
     the person in whom from time to time the reversion immediately expectant 
     upon the determination of the Term is vested without the need for any 
     express assignment) that


     (a)  during such period as the Tenant is bound by the Lease covenants
          (including any period in respect of which the Tenant is liable to
          perform the Lease covenants pursuant to any authorised guarantee
          agreement entered into by the Tenant) the Tenant shall punctually
          pay the rents hereby reserved and perform the covenants and other
          provisions of the Lease and in case of default the Surety will pay the
          rents hereby reserved and perform the covenants and provisions in
          respect of which the Tenant is in default and make good to the
          Landlord on demand and indemnify the Landlord against all losses
          damages costs and expenses thereby arising or incurred by the
          Landlord


     (b)  the liability of the Surety under Clause 8(1)(a) hereof shall not be
          affected in any way by:


<PAGE>

                              61


          (i)   any neglect or forbearance of the Landlord in enforcing 
                payment of the rents hereby reserved or observance or 
                performance of the covenants and provisions of the Lease


          (ii)  any time or indulgence given to the Tenant by the Landlord


          (iii) any refusal by the Landlord to accept rent from the Tenant 
                following a breach of covenant by the Tenant


          (iv)  any agreement with the Tenant any licence or consent granted 
                to the Tenant or any variation in the terms of the Lease


          (v)   the death of the Tenant (if an individual) or the dissolution 
                of the Tenant (if a company)


          (vi)  a surrender of part of the Demised Premises except that the 
                Surety will have no liability in relation to the surrendered 
                part in respect of any period following the date of surrender


          (vii) any other act matter or thing apart from the express release in
                writing of the Surety


     (c)  if during the Term the Tenant (being a company) enters into
          liquidation or (being an individual) becomes bankrupt and the
          liquidator or the trustee in bankruptcy disclaims the Lease or if
          during the Term the Tenant (being a company) is dissolved or ceases
          to exist or is struck off the Register of Companies the Surety shall
          upon written notice from the Landlord given within four months
          after the date of disclaimer or dissolution or ceasing to exist accept
          a


<PAGE>

                                       62




          new lease of the Demised Premises for a term equal to the residue
          then remaining unexpired of the term hereby demised at the rents
          then being paid under this Lease and otherwise subject to the same
          covenants and provisions as in this Lease (without however requiring
          any other person to act as surety) such new lease to take effect from
          the date of disclaimer or dissolution or ceasing to exist and to be
          granted at the cost of the Surety who shall execute and deliver to the
          Landlord a counterpart of it


     (d)  if this Lease is disclaimed or the Tenant (being a company) is
          dissolved or ceases to exist and for any reason the Landlord does not
          require the Surety to accept a new lease pursuant to Clause 8(1)(c)
          hereof the Surety shall pay to the Landlord on demand an amount
          equal to the difference between any money received by the Landlord
          for the use or occupation of the Demised Premises and the rents (if
          higher) which would have been payable had the Lease not been
          disclaimed or the dissolution or ceasing to exist not occurred for
          the period commencing with the date of disclaimer or dissolution or
          ceasing to exist and ending upon the date nine months after the date
          of disclaimer or dissolution or ceasing to exist or (if earlier) the 
          date upon which the Demised Premises are re-let


     (e)  for the purposes of this clause references to the Tenant are to the
          Tenant in relation to whom the Surety's guarantee is given but not to
          a lawful assignee of that Tenant



9.   SERVICE CHARGE


(1)  The Landlord shall as soon as convenient after each Account Date prepare


<PAGE>

                                       63


     an account showing the Estate Service Expenditure for the Service Period 
     ended on that Account Date and containing a fair summary of the 
     expenditure referred to but giving credit for any sums payable to the 
     Landlord from any owner or occupier of adjoining land towards the cost 
     of provision of Estate Services and upon the account being certified by 
     the Landlord's managing agents it shall be conclusive evidence for the 
     purposes of this Lease of all matters of fact referred to except in case 
     of manifest error


(2)  The Tenant shall pay the Landlord on account of Service Rent the
     Provisional Sum in relation to each Service Period the first payment (being
     a proportionate sum in respect of the period commencing on the Possession
     Date and ending immediately before the quarter day next after the date
     hereof) to be made on the date hereof and the subsequent payments to be
     made by equal installments in advance on the usual quarter days


(3)  If the Service Rent for any Service Period:-


     (a)  exceeds the Provisional Sum for that Service Period the excess shall
          be due to the Landlord on demand; or


     (b)  is less than the Provisional Sum for that Service Period the
          overpayment shall be credited to the Tenant against subsequent
          payments on account of Service Rent until the overpayment is
          balanced or following the expiry of the Term shall be repaid to the
          Tenant


(4)  In respect of the Service Rent the relevant proportion applicable to the
     Demised Premises shall be calculated primarily on a comparison at any
     relevant time of


<PAGE>

                                       64




     (a)  the net internal floor area as defined in the Code of Measuring
          Practice 4th edition RICS/ISVA 1993 of the buildings on the Demised
          Premises and


     (b)  the aggregate net internal floor area of the buildings on the Estate


     or such other method of calculation as the Landlord shall adopt and 
     notify to the Tenant in writing provided that if the Tenant objects to 
     such alternative method of calculation the matter shall be referred to 
     an independent expert jointly appointed by the Landlord and the Tenant 
     or failing agreement as to his appointment by the President or next 
     available officer of the Royal Institution of Chartered Surveyors and if 
     it shall appear that for whatever reason such expert shall be unable or 
     unwilling to give his decision within one month of his appointment then 
     either the Landlord or the Tenant may apply to the said President for 
     another expert to be appointed in his place and this procedure shall be 
     repeated as many times as shall be required and the costs of the expert 
     and of his appointment shall form part of the Service Expenditure


(5)  The Tenant is entitled to inspect the service charge records and vouchers
     and take copies thereof at its cost once a year after the service charge
     accounts have been certified within one month of the Tenant receiving such
     certified accounts


10.  AGREEMENT FOR LEASE


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


<PAGE>

                                       65    




IN WITNESS whereof the Landlord and the Tenant have executed this Deed the
day and year first before written


     
                              THE FIRST SCHEDULE

                                RIGHTS GRANTED


1.   The right for the Tenant and its underlessees and occupiers for the time
     being of the Demised Premises and their respective servants agents and
     visitors in common with the Landlord and all others authorised by the
     Landlord and all other persons so entitled to the free and uninterrupted
     passage of water soil electricity gas telephone and other services and
     supplies to and from the Demised Premises through the Conducting Media
     in on or under the Estate and serving the Demised Premises


2.   The right of way with or without vehicles at all times and for all proper
     purposes in connection with the Tenant's use and enjoyment of the Demised
     Premises over the estate roadway shown coloured brown on the Plan


3.   The right of entry upon not less than 48 hours prior written notice (save
     in case of emergency) onto the adjoining or neighboring land or premises
     forming part of the Estate with or without contractors plant materials and
     equipment to carry out works repairs and alterations to the Demised
     Premises or the Conducting Media exclusively serving the same insofar as
     such works cannot be conveniently carried out without such entry the
     Tenant or the person exercising such rights making good all damage caused
     and causing as little inconvenience and disturbance as possible


4.   The right to place a paladin on the refuse area shown coloured yellow on


<PAGE>

                                       66



     Plan A subject to the Tenant complying with clause 3(21) hereof and the
     Regulations relating thereto


                              THE SECOND SCHEDULE

                  EXCEPTIONS AND RESERVATIONS OUT OF THE DEMISE


The following rights and easements are excepted and reserved out of the Demised
Premises unto the Landlord and the owners and occupiers of the Estate and any
adjoining or neighboring land or premises and all other persons authorised by
the Landlord or having the like rights and easements


1.   The free and uninterrupted passage of water soil electricity gas telephone
     and other services and supplies to and from the Estate and/or the adjoining
     or neighbouring land or premises through the Conducting Media serving
     the Demised Premises and the Estate and/or such adjoining or neighbouring
     land or premises now laid or during the Term to be laid in on under or
     passing through the Demised Premises


2.   The right for the Landlord and all authorised persons at all reasonable
     times upon 48 hours prior notice (except in the case of emergency) to
     enter into and upon the Demised Premises with or without servants
     contractors agents plant and equipment for the purposes of assessing the
     state and condition thereof and/or for the purpose of:


     (a)  surveying measuring or valuing the Demised Premises


     (b)  reading electricity water and other check meters installed within the
          Demised Premises


<PAGE>

                                       67



     (c)  for the preparation of a schedule of fixtures and fittings in or on
          the Demised Premises


     (d)  maintaining renewing cleaning repairing or rebuilding any adjoining
          or neighbouring land or premises in so far as such works cannot be
          conveniently carried out without entering upon the Demised
          Premises


     (e)  remedying any breach of covenant by the Tenant after failure by the
          Tenant to do so in accordance with the provisions of this Lease


     (f)  obtaining access to and egress from the electricity substation shown
          coloured purple on Plan B


     the Landlord or all persons exercising such rights making good all 
     physical damage thereby occasioned to the Demised Premises without 
     liability to pay any compensation to the Tenant


3.   The right to build rebuild or execute any other works or alterations or
     consent to any person building rebuilding or executing any other works or
     alterations upon any adjoining or neighbouring land or premises
     notwithstanding that the access of light or air to the Demised Premises may
     be thereby restricted or interfered with including the right to erect or
     construct any buildings on any adjoining or neighbouring land or premises
     the person or persons exercising such right making good all physical
     damage thereby occasioned in such manner as the Landlord or the person or
     persons exercising such right may think fit without any compensation or
     damages being payable to the Tenant and without the Tenant being entitled
     to make any claim or commence any proceedings in respect thereof


<PAGE>

                                       68



4.   All rights of light air and other easements and rights (but without
     prejudice to those expressly hereinbefore granted to the Tenant) now or
     hereafter belonging to or enjoyed by the Demised Premises from or over any
     adjoining or neighbouring land or premises


5.   The right of support shelter and protection and all other easements and
     rights now or hereafter belonging to or enjoyed by all adjoining or
     neighbouring land or premises (if any)


6.   The right at any time after giving not less than forty-eight hours' notice
     (except in emergency) to enter and remain upon the Demised Premises for
     the purpose of complying with the Landlord's covenants herein contained
     and for the purpose of constructing repairing maintaining altering
     cleansing examining or testing the Conducting Media serving any adjoining
     or neighbouring land or premises the Landlord or the person or persons
     exercising such right making good any physical damage thereby caused to
     the Demised Premises but without liability to pay any compensation to the
     Tenant


                             THE THIRD SCHEDULE

                                ENCUMBRANCES


<PAGE>

                                      69



1.   All matters contained or referred to in the Property and Charges Registers
     of Title Numbers BM230909 and BM230905 as at the date hereof other than
     financial charges


2.   The covenants agreements stipulations rights exceptions and reservations in
     a Deed of Exchange dated the 24th day of July 1997 made between the
     Landlord (1) and Vishay Components (UK) Limited (2)






SIGNED as a Deed by COMLAND        )
INDUSTRIAL AND COMMERCIAL          )
PROPERTIES LIMITED)                )
acting by [a Director and its      )
Secretary] [two Directors]         )





                         DIRECTOR: A. J. Ilsley



                         DIRECTOR/SECRETARY: R. Werth


<PAGE>


                              DATED: 12TH AUGUST 1998






                          COMLAND INDUSTRIAL AND COMMERCIAL
                             PROPERTIES LIMITED       (1)


                    
                             INSIGNIA SOLUTIONS PLC   (2)







                                 RENT DEPOSIT DEED
                    
                           as additional Security for the
                            performance of the Tenant's
                          covenants contained in a lease of
                          Apollo House. The Mercury Centre 
                             Wooburn Green High Wycombe
                                   Buckinghamshire










                                                       [MANCHES LOGO]

                                 Manches & Co 3 Worcester Street Oxford OX1 2PZ


<PAGE>

THIS DEED is made the 12th day of August One thousand nine hundred and 
ninety-eight


BETWEEN


(1) COMLAND INDUSTRIAL AND COMMERCIAL PROPERTIES LIMITED whose registered 
office is at Riverside House Riverside Holtspur Lane Wooburn Green High 
Wycombe Buckinghamshire HP10 0TJ ("the Landlord") (Company Registration 
Number 2126351) and
(2) INSIGNIA SOLUTIONS Plc whose registered office is at Buckingham Court
London Road High Wycombe Buckinghamshire HP11 1JU (Company Registration
Number 01961960) ("the Tenant")


NOW THIS DEED WITNESSES as follows:


1.   DEFINITIONS AND INTERPRETATION


     In this Clause and in this Deed the following expressions shall bear the
     following meanings:


1.1  "the Lease" means a lease of even date herewith made between the Landlord
     (1) and the Tenant (2) of the property known as Apollo House The Mercury
     Centre Wycombe Lane Wooburn Green High Wycombe Buckinghamshire


1.2  "the Landlord" "the Tenant" and "the Term" shall carry the meanings 
     ascribed to them by the Lease


1.3  "the Landlord's Solicitors" mean Manches & Co 3 Worcester Street Oxford
      OX1 2PZ


1.4  "the Initial Deposit" means L105,000 plus VAT deposited by the Tenant 
     as security for the performance of the obligations on its part contained 
     in the Lease


1.5  "the Deposit Account" means the interest earning deposit account opened by
     the Landlord's Solicitors at Lloyds Bank Plc Law Courts Branch 222 Strand
     London WC2R 1BB ("the Bank") on or before the date of this Deed and in
     which the Landlord's Solicitors placed the Initial Deposit


<PAGE>

                                       2



1.6  "the Deposit Balance" means the amount from time to time standing to the
     credit of the Deposit Account


1.7  "default" means any failure by the Tenant to pay (whether or not any 
     formal demand has been made) the whole or any part of the rents reserved 
     by the Lease or any money (including interest) payable to the Landlord 
     pursuant to the Lease or any expense incurred by the Landlord or due to 
     the Landlord in consequence of any failure by the Tenant to observe and 
     perform the covenants obligations of and the conditions binding the 
     Tenant contained in the Lease or the liquidation of the Tenant or the 
     disclaimer of the Lease by the Tenant's liquidator


2.   LANDLORD'S SOLICITORS INSTRUCTIONS


     The Landlord and the Tenant irrevocably instruct the Landlord's 
     Solicitors by this Deed to act as stakeholders in the operation of the 
     Deposit Account in accordance with this Deed and in particular to act in 
     accordance with this Deed in:


2.1  the making of payments into the Deposit Account


2.2  the withdrawal of sums from the Deposit Account and


2.3  accounting to the Landlord and the Tenant for money due to either of them
     from the Deposit Account


2.4  sending to the Tenant statements showing the Deposit Balance and any 
     interest accruing to the Deposit Account at intervals of not less than 
     once in each year of the term demised by the Lease


3.   DURATION OF DEPOSIT ARRANGEMENTS


3.1  The Deposit Account shall be maintained until whichever is the earlier 
     of the following:


     3.1.1     the date of expiration or sooner determination of the Term 
               (save by way of disclaimer or forfeiture) or

<PAGE>
                                       3


     3.1.2     the date upon which the Tenant shall assign the Lease with the 
               consent of the Landlord to an assignee acceptable to the 
               Landlord in accordance with Clause 3(17) of the Lease


     3.1.3     the date 14 days after the Tenant has provided to the Landlord
               unqualified Audited Accounts drawn up on the basis of UK
               GAAP by the Tenant's auditors showing profits after tax of not
               less than three times the rent first reserved in the Lease plus
               VAT for three consecutive financial years each of not less than
               twelve months duration


3.2  The Deposit Account shall be closed upon the happening of any of the 
     events mentioned in clauses 3.1.1 3.1.2 and 3.1.3 and the Deposit 
     Balance shall be released to the Tenant after first being applied by 
     payment to the Landlord in satisfaction of all claims made by the 
     Landlord against the Tenant arising out of default by the Tenant


4.   CHARGE OF THE DEPOSIT ACCOUNT


4.1  The Tenant warrants to the Landlord that the Initial Deposit is free 
     from any charge or encumbrance save as mentioned in clause 4.2


4.2  The Tenant with full title guarantee charges its interest in the Deposit 
     Account and all money from time to time withdrawn from the Deposit 
     Account in accordance with this Deed


     4.2.1     until such time as the Deposit Account shall be closed in
               accordance with clause 3 or clause 9 and


     4.2.2     as security for money payable to the Landlord in the event
               of default


     4.2.3     as security for any loss of mesne profits and other losses 
               arising in consequence of forfeiture or disclaimer of the Lease


4.3  The Tenant hereby covenants that it shall:-

<PAGE>
                                       4


     4.3.1     within 14 days of entry into this Deed procure registration of 
               the charge mentioned in Clause 4.2 pursuant to the Companies 
               Act 1985 (section 395) and


     4.3.2     execute any document or take any action which the Landlord may 
               reasonably specify in order to perfect the security referred 
               to in clause 4.2


4.4  The security referred to in clause 4.2 is in addition to and shall not 
     be merged with or prejudice or affect or be affected by any other 
     security interest of the Landlord as regards the Tenant


5.   REMEDIES OF THE LANDLORD


5.1  The Landlord shall be entitled at any time to require the Landlord's 
     Solicitors to draw upon the Deposit Account in payment to the Landlord 
     of any amount not exceeding any sum due to the Landlord arising out of 
     default by the Tenant if:


     5.1.1     the Landlord shall have previously given to the Tenant not 
               less than 14 days notice in writing of the Landlord's 
               intention to procure any withdrawal from the Deposit Account 
               and the notice shall have specified the default to which the 
               withdrawal relates and


     5.1.2     the Tenant shall not have remedied the default complained of 
               by the expiration of the notice


5.2  The Tenant by way of security for the proper performance of the Tenant's 
     covenants and obligations contained in this Deed hereby appoints the 
     Landlord (or delegates of the Landlord) to act as the Tenant's attorney 
     to take any action in the name of the Tenant or otherwise which the 
     Landlord may reasonably and properly specify for the purposes of 
     ensuring such performance


6.   MAINTENANCE OF THE INITIAL DEPOSIT


6.1  The Tenant covenants that if the Landlord shall before the date of 
     closure of the Deposit Account in accordance with clause 3 receive a 
     payment from the

<PAGE>
                                       5



     Deposit Account in accordance with clause 5 then the Tenant shall within 
     21 days pay to the Landlord's Solicitors an amount equal to the sum so 
     received by the Landlord for the Landlord's Solicitors to deposit in the 
     Deposit Account


6.2  If and whenever a review of rent pursuant to the Lease shall take place 
     the Tenant will within seven days of the date of ascertainment of the 
     amount of the increased rent make a payment to the Landlord for the 
     credit of the Deposit Account of a sum equivalent to the difference 
     between the annual rate of rent prior to such review and the annual 
     rate of rent as reviewed plus VAT and the sum so paid by the Tenant 
     shall form part of the Deposit Balance and be treated for the purposes 
     of this Deed as such


7.   INTEREST


7.1  The interest accruing upon the Deposit Balance shall be left in the Deposit
     Account and form part of the Deposit Account


7.2  The Tenant (acting on its own behalf or by its Solicitors) shall at 
     reasonable intervals (of not less then 6 months) following the date of 
     this Deed be entitled by notice in writing to require the Landlord's 
     Solicitors to draw upon the Deposit Account in payment to the Tenant of 
     an amount equal to the net interest which at the date of such notice has 
     accrued to the Deposit Balance save that no such payment shall be made:


     7.2.1     if there shall at such date be any subsisting default by the 
               Tenant or


     7.2.2     to the extent that such payment would cause the Deposit
               Balance to be less than the Initial Deposit plus any payment
               made by the Tenant pursuant to clause 6.2 hereof


7.3  It is agreed that without limiting clause 7.2 the Landlord's Solicitors 
     may within their entire discretion and as a matter of convenience for so 
     long as there shall be no dispute between the Landlord and the Tenant 
     affecting the operation of this Deed make arrangements with the 
     solicitors acting for the Tenant for interest to be paid out of the 
     Deposit Account in a manner different to that prescribed by Clause 7.2

<PAGE>

                                       6




8.   DECLARATIONS


8.1  The liability of neither the Landlord nor the Tenant nor of any guarantor
     pursuant to the Lease from time to time shall be limited to the Deposit
     Balance


8.2  The rights of the Landlord under this Deed are given without limitation 
     of the rights of the Landlord pursuant to the Lease


8.3  The proviso for re-entry contained in the Lease shall be exercisable as 
     well upon any breach of any covenant or obligation contained in this 
     Deed as on the happening of any of the events mentioned in the Lease
     

9.   FORFEITURE OR DISCLAIMER


     If the Lease shall be forfeited or disclaimed the Deposit Balance shall 
     continue to be available to the Landlord in the manner hereinbefore 
     provided until it shall be exhausted in accordance with the terms of 
     this Deed or until there shall be no further liability of the Tenant to 
     the Landlord or until the date eighteen months after the date of 
     forfeiture or disclaimer (whichever is the earlier) whereupon as soon as 
     reasonably practicable any remaining balance in the Deposit Account 
     shall be repaid to the Tenant


10.  ASSIGNMENT OF REVERSION


     The Landlord shall not be liable to the Tenant under this deed after the 
     Landlord shall have parted with its reversion to the Lease provided that 
     the assignee enters into a Deed in substantially the same terms mutatis 
     mutandis to this Deed with the Tenant (save as to the parties). 
     Accordingly if the Landlord disposes of its reversion to the Lease as 
     aforesaid then the Deposit Balance shall forthwith be paid to the 
     Solicitors acting for the assignee of the reversion to hold upon the 
     terms of this deed and the liability of the Landlord under this deed 
     shall thereupon cease and determine and the Landlord shall within 14 
     days of such payment give notice to the Tenant of the details of the 
     solicitors for the assignee and of the change in the details of the 
     Deposit Account

<PAGE>

                                       7




IN WITNESS whereof the Landlord and the Tenant have caused their respective
Common Seals to be affixed to this Deed the day and year first hereinbefore
written




SIGNED as a Deed by COMLAND        )
INDUSTRIAL AND COMMERCIAL          )
PROPERTIES LIMITED acting by       )
[a Director and its Secretary]     )
[two Directors]


           A. J. Ilsley   DIRECTOR


           R. Werth   DIRECTOR/SECRETARY


<PAGE>


                          DATED: 12TH AUGUST 1998




                          COMLAND INDUSTRIAL AND 
                    COMMERCIAL PROPERTIES LIMITED  (1)


                       INSIGNIA SOLUTIONS Plc  (2)




            

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

                           COLLATERAL WARRANTY

                              RELATING TO
                      APOLLO HOUSE THE MERCURY CENTRE
                         WYCOMBE LANE WOOBURN GREEN
                        HIGH WYCOMBE BUCKINGHAMSHIRE

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






                                                      [MANCHES LOGO]

                                 Manches & Co 3 Worcester Street Oxford OX1 2PZ


<PAGE>


THIS DEED is made the 12th day of August One thousand nine hundred and 
ninety-eight


BETWEEN


(1) COMLAND INDUSTRIAL AND COMMERCIAL PROPERTIES LIMITED whose registered 
office is at Riverside House Riverside Holtspur Lane Wooburn Green High 
Wycombe Buckinghamshire HP10 0TJ ("the Landlord") (Company Registration 
Number 2126351) and
(2) INSIGNIA SOLUTIONS Plc whose registered office is at Buckingham Court
London Road High Wycombe Buckinghamshire HP11 1JU (Company Registration
Number 01961960) ("the Tenant")


NOW THIS DEED WITNESSES as follows:


1.   DEFINITIONS AND INTERPRETATION

     In this Clause and in this Deed the following expressions shall bear the
     following meanings:


1.1  "the Lease" means a lease of even date herewith made between the Landlord
     (1) and the Tenant (2) of the property known as Saturn House The Mercury
     Centre Wycombe Lane Wooburn Green High Wycombe Buckinghamshire


1.2  "the Landlord" "the Tenant" and "the Term" shall carry the meanings 
     ascribed to them by the Lease


1.3  "the Landlord's Solicitors" mean Manches & Co 3 Worcester Street Oxford
     OX1 2PZ


1.4  "the Initial Deposit" means L121,000 plus VAT deposited by the Tenant as 
     security for the performance of the obligations on its part contained in 
     the Lease


1.5  "the Deposit Account" means the interest earning deposit account opened by
     the Landlord's Solicitors at Lloyds Bank Plc Law Courts Branch 222 Strand
     London WC2R 1BB ("the Bank") on or before the date of this Deed and in
     which the Landlord's Solicitors placed the Initial Deposit


<PAGE>

                                       2


     
1.6  "the Deposit Balance" means the amount from time to time standing to the
     credit of the Deposit Account


1.7  "default" means any failure by the Tenant to pay (whether or not any formal
     demand has been made) the whole or any part of the rents reserved by the
     Lease or any money (including interest) payable to the Landlord pursuant to
     the Lease or any expense incurred by the Landlord or due to the Landlord in
     consequence of any failure by the Tenant to observe and perform the
     covenants obligations of and the conditions binding the Tenant contained in
     the Lease or the liquidation of the Tenant or the disclaimer of the Lease
     by the Tenant's liquidator


2.   LANDLORD'S SOLICITORS INSTRUCTIONS


     The Landlord and the Tenant irrevocably instruct the Landlord's 
     Solicitors by this Deed to act as stakeholders in the operation of the 
     Deposit Account in accordance with this Deed and in particular to act in 
     accordance with this Deed in:


2.1  the making of payments into the Deposit Account


2.2  the withdrawal of sums from the Deposit Account and


2.3  accounting to the Landlord and the Tenant for money due to either of them
     from the Deposit Account


2.4  sending to the Tenant statements showing the Deposit Balance and any 
     interest accruing to the Deposit Account at intervals of not less than 
     once in each year of the term demised by the Lease


3.   DURATION OF DEPOSIT ARRANGEMENTS


3.1  The Deposit Account shall be maintained until whichever is the earlier 
     of the following:


     3.1.1     the date of expiration or sooner determination of the Term
               (save by way of disclaimer or forfeiture) or

<PAGE>

                                       3


     3.1.2     the date upon which the Tenant shall assign the Lease with the 
               consent of the Landlord to an assignee acceptable to the 
               Landlord in accordance with Clause 3(17) of the Lease


     3.1.3     the date 14 days after the Tenant has provided to the Landlord 
               unqualified Audited Accounts drawn up on the basis of UK GAAP 
               by the Tenant's auditors showing profits after tax of not less 
               than three times the rent first reserved in the Lease plus VAT 
               for three consecutive financial years each of not less than 
               twelve months duration

3.2  The Deposit Account shall be closed upon the happening of any of the events
     mentioned in clauses 3.1.1 3.1.2 and 3.1.3 and the Deposit Balance shall be
     released to the Tenant after first being applied by payment to the Landlord
     in satisfaction of all claims made by the Landlord against the Tenant 
     arising out of default by the Tenant


4.   CHARGE OF THE DEPOSIT ACCOUNT


4.1  The Tenant warrants to the Landlord that the Initial Deposit is free 
     from any charge or encumbrance save as mentioned in clause 4.2


4.2  The Tenant with full title guarantee charges its interest in the Deposit 
     Account and all money from time to time withdrawn from the Deposit 
     Account in accordance with this Deed


     4.2.1     until such time as the Deposit Account shall be closed in 
               accordance with clause 3 or clause 9 and


     4.2.2     as security for money payable to the Landlord in the event of 
               default


     4.2.3     as security for any loss of mesne profits and other losses 
               arising in consequence of forfeiture or disclaimer of the Lease


4.3  The Tenant hereby covenants that it shall:-

<PAGE>

                                       4


      4.3.1.   within 14 days of entry into this Deed procure registration of 
               the charge mentioned in Clause 4.2 pursuant to the Companies 
               Act 1985 (section 395) and


     4.3.2     execute any document or take any action which the Landlord may 
               reasonably specify in order to perfect the security referred 
               to in clause 4.2


4.4  The security referred to in clause 4.2 is in addition to and shall not 
     be merged with or prejudice or affect or be affected by any other 
     security interest of the Landlord as regards the Tenant


5.   REMEDIES OF THE LANDLORD


5.1  The Landlord shall be entitled at any time to require the Landlord's 
     Solicitors to draw upon the Deposit Account in payment to the Landlord 
     of any amount not exceeding any sum due to the Landlord arising out of 
     default by the Tenant if:


     5.1.1     the Landlord shall have previously given to the Tenant not 
               less than 14 days notice in writing of the Landlord's 
               intention to procure any withdrawal from the Deposit Account 
               and the notice shall have specified the default to which the 
               withdrawal relates and


     5.1.2     the Tenant shall not have remedied the default complained of 
               by the expiration of the notice


5.2  The Tenant by way of security for the proper performance of the Tenant's 
     covenants and obligations contained in this Deed hereby appoints the 
     Landlord (or delegates of the Landlord) to act as the Tenant's attorney 
     to take any action in the name of the Tenant or otherwise which the 
     Landlord may reasonably and properly specify for the purposes of 
     ensuring such performance


6.   MAINTENANCE OF THE INITIAL DEPOSIT


6.1  The Tenant covenants that if the Landlord shall before the date of 
     closure of the Deposit Account in accordance with clause 3 receive a 
     payment from the

<PAGE>

                                       5



     Deposit Account in accordance with clause 5 then the Tenant shall within 
     21 days pay to the Landlord's Solicitors an amount equal to the sum so 
     received by the Landlord for the Landlord's Solicitors to deposit in the 
     Deposit Account


6.2  If and whenever a review of rent pursuant to the Lease shall take place 
     the Tenant will within seven days of the date of ascertainment of the 
     amount of the increased rent make a payment to the Landlord for the 
     credit of the Deposit Account of a sum equivalent to the difference 
     between the annual rate of rent prior to such review and the annual rate 
     of rent as reviewed plus VAT and the sum so paid by the Tenant shall 
     form part of the Deposit Balance and be treated for the purposes of this 
     Deed as such


7.   INTEREST


7.1  The interest accruing upon the Deposit Balance shall be left in the Deposit
     Account and form part of the Deposit Account


7.2  The Tenant (acting on its own behalf or by its Solicitors) shall at 
     reasonable intervals (of not less than 6 months) following the date of 
     this Deed be entitled by notice in writing to require the Landlord's 
     Solicitors to draw upon the Deposit Account in payment to the Tenant of 
     an amount equal to the net interest which at the date of such notice has 
     accrued to the Deposit Balance save that no such payment shall be made:


     7.2.1     if there shall at such date be any subsisting default by the 
               Tenant or


     7.2.2     to the extent that such payment would cause the Deposit 
               Balance to be less than the Initial Deposit plus any payment 
               made by the Tenant pursuant to clause 6.2 hereof


7.3  It is agreed that without limiting clause 7.2 the Landlord's Solicitors 
     may within their entire discretion and as a matter of convenience for so 
     long as there shall be no dispute between the Landlord and the Tenant 
     affecting the operation of this Deed make arrangements with the 
     solicitors acting for the Tenant for interest to be paid out of the 
     Deposit Account in a manner different to that prescribed by Clause 7.2

<PAGE>
                                       6



8.   DECLARATIONS


8.1  The liability of neither the Landlord nor the Tenant nor of any guarantor
     pursuant to the Lease from time to time shall be limited to the Deposit
     Balance


8.2  The rights of the Landlord under this Deed are given without limitation 
     of the rights of the Landlord pursuant to the Lease


8.3  The proviso for re-entry contained in the Lease shall be exercisable as 
     well upon any breach of any covenant or obligation contained in this 
     Deed as on the happening of any of the events mentioned in the Lease


9.   FORFEITURE OR DISCLAIMER


     If the Lease shall be forfeited or disclaimed the Deposit Balance shall 
     continue to be available to the Landlord in the manner hereinbefore 
     provided until it shall be exhausted in accordance with the terms of 
     this Deed or until there shall be no further liability of the Tenant to 
     the Landlord or until the date eighteen months after the date of 
     forfeiture or disclaimer (whichever is the earlier) whereupon as soon as 
     reasonably practicable any remaining balance in the Deposit Account 
     shall be repaid to the Tenant


10.  ASSIGNMENT OF REVERSION


     The Landlord shall not be liable to the Tenant under this deed after the 
     Landlord shall have parted with its revision to the Lease provided that 
     the assignee enters into a Deed in substantially the same terms mutatis 
     mutandis to this Deed with the Tenant (save as to the parties). 
     Accordingly if the Landlord disposes of its reversion to the Lease as 
     aforesaid then the Deposit Balance shall forthwith be paid to the 
     Solicitors acting for the assignee of the reversion to hold upon the 
     terms of this deed and the liability of the Landlord under this deed 
     shall thereupon cease and determine and the Landlord shall within 14 
     days of such payment give notice to the Tenant of the details of the 
     solicitors for the assignee and of the change in the details of the 
     Deposit Account

<PAGE>

                                       7




IN WITNESS whereof the Landlord and the Tenant have caused their respective
Common Seals to be affixed to this Deed the day and year first hereinbefore
written



SIGNED as a Deed by COMLAND        )
INDUSTRIAL AND COMMERCIAL          )
PROPERTIES LIMITED acting by       )
[a Director and its Secretary]     )
[two Directors]                    )



        A. J. Ilsley      DIRECTOR  


        R. Werth      DIRECTOR/SECRETARY



<PAGE>



                            DATED: 12TH AUGUST 1998




                             COMLAND INDUSTRIAL AND 
                        COMMERCIAL PROPERTIES LIMITED (1)

                            INSIGNIA SOLUTIONS Plc (2)




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

                               COLLATERAL WARRANTY

                                   Relating to
                          Apollo House The Mercury Centre
                            Wycombe Lane Wooburn Green
                           High Wycombe Buckinghamshire

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









                                                      [MANCHES LOGO] 

                               Manches & Co 3 Worcester Street Oxford 0X1 2PZ
               

<PAGE>

THIS DEED OF WARRANTY is made the 12th day of August One thousand nine 
hundred and ninety-eight BETWEEN COMLAND INDUSTRIAL AND COMMERCIAL PROPERTIES 
LIMITED (Company Registration Number 2126351) whose registered office is 
situate at Riverside House Riverside Holtspur Lane Wooburn Green High 
Wycombe Buckinghamshire HP10 0TJ ("the Contractor") of the one part and 
INSIGNIA SOLUTIONS Plc (Company Registration Number 01961960) whose 
registered office is situate at Buckingham Court London Road High Wycombe 
aforesaid ("the Tenant") of the other part


WHEREAS:-


(1)  By a Lease ("the Lease") dated the 12th day of August 1998 between the 
     Contractor (1) and the Tenant (2) the property known or to be known as 
     Apollo House The Mercury Centre Wycombe Lane Wooburn Green High Wycombe 
     aforesaid ("the Development") demised to the Tenant for a term of 15 
     years from the 12th day of August 1998 subject to the rents covenants 
     and conditions therein contained


(2)  The Contractor has constructed the Development


(3)  The Contractor has agreed in consideration of the Tenant agreeing to enter
     into the Lease to enter into this Deed in favour of the Tenant


NOW THIS DEED WITNESSETH as follows:-


1.   The Contractor warrants to and undertakes with the Tenant that:-


     (a)  It has carried out the Development in a good and workmanlike manner 
          in accordance with all planning and other consents obtained in 
          connection with the Development


     (b)  In the design of the Development insofar (if at all) as the 
          Development has been designed by it and in the selection of 
          materials and goods for the Development insofar as such materials 
          and goods have been selected by it it has exercised all reasonable 
          skill and care

<PAGE>

                                       2



     (c)  The Contractor will use all reasonable endeavours to maintain in 
          force sufficient professional indemnity insurance (without any 
          unusual exclusions) with reputable insurers carrying on business in 
          the United Kingdom to cover any liabilities of the Contractor which 
          may arise out of this Deed up to a limit in respect of each and 
          every claim of not less than L2,000,000 The Contractor will use all 
          reasonable endeavours to maintain such insurance for a period of 
          twelve years from the date hereof and will produce such evidence as 
          the Tenant may reasonably require (but not more than once in any 12 
          months period) to satisfy itself that the terms of this Clause have 
          been complied with


2.   The Contractor hereby further warrants and undertakes with the Tenant
     that it has not specified or knowingly authorised the use in connection
     with the Development of any:-


     (a)  high alumina cement in structural elements


     (b)  wood slab in permanent formwork to concrete or in structural
          elements


     (c)  calcium chloride in admixtures for use in reinforced concrete


     (d)  naturally occurring aggregates for use in reinforced concrete which
          do not comply with the requirements of British Standards 882
          (1983) and naturally occurring aggregates for use in concrete which
          do not comply with the relevant provisions of British Standard
          8110 (1985)


     (e)  calcium silicate bricks or tiles


     (f)  asbestos or asbestos-based products


     (g)  lead or any products containing lead for use in connection with
          drinking water

<PAGE>

                                       3




     (h)  urea formaldehyde foam


     (i)  other substance which have been publicised in the Building
          Research Establishment Digest as being deleterious to health and
          safety or to the durability of the property in the particular
          circumstances in which they are used


3.   The Tenant shall be entitled at any time to assign the benefit of this Deed
     three times by way of absolute legal assignment to such person or persons
     as the Lease shall be assigned in accordance with clause 3(17) of the Lease
     without the consent of the Contractor provided that written notice of such
     assignment is given to the Contractor within 28 days of the date thereof


4.   Any notice provided for in accordance with this Deed shall be deemed to
     be duly given if delivered by hand or sent by registered or pre-paid post
     or by facsimile transmission to the party named therein at the address of
     such party shown herein or such other address as such party may by
     notice in writing nominate for the purpose of service and if sent by post
     shall be deemed to have been received no later than forty-eight hours after
     the same shall have been posted


5.   The Tenant hereby agrees and undertakes to claim against the
     Commercial Union Assurance Latent Defects Insurance Policy to be
     incepted by the Contractor in the event of any inherent or latent defect in
     the design or construction or the materials used in the construction of the
     Development arising and only in the case of a shortfall in the insurance
     cover or upon the expiry of such cover will a claim be made by the Tenant
     pursuant to the provisions of this Deed


6.   The Contractor agrees to notify any claim made hereunder to its insurers
     in accordance with the terms of such insurances


<PAGE>

                                       4




IN WITNESS whereof the Contractor and the Tenant have caused their
respective Common Seals to be affixed to this Deed the day and year first before
written



THE COMMON SEAL of COMLAND         )
INDUSTRIAL AND COMMERCIAL          )                          [SEAL]
PROPERTIES LIMITED was affixed to  )
this Deed in the Presence of:-     )




                              DIRECTOR: A. J. Ilsley



                              SECRETARY: R. Werth




THE COMMON SEAL of INSIGNIA        )
SOLUTIONS Plc was affixed to this  )                          [SEAL]
Deed in the presence of:-          )




                              DIRECTOR: Richard M. Noling



                              SECRETARY: S. M. Ambler


<PAGE>



                             DATED: 12TH AUGUST 1998






                              COMLAND INDUSTRIAL AND 
                         COMMERCIAL PROPERTIES LIMITED (1)

                             INSIGNIA SOLUTIONS Plc (2)






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

                                COLLATERAL WARRANTY


                                    Relating to
                           Saturn House The Mercury Centre
                              Wycombe Lane Wooburn Green
                             High Wycombe Buckinghamshire

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




                                                        [MANCHES LOGO]

                               Manches & Co 3 Worcester Street Oxford 0X1 2PZ


<PAGE>


THIS DEED OF WARRANTY is made the 12th day of August One thousand nine 
hundred and ninety-eight BETWEEN COMLAND INDUSTRIAL AND COMMERCIAL PROPERTIES 
LIMITED (Company Registration Number 2126351) whose registered office is 
situate at Riverside House Riverside Holtspur Lane Wooburn Green High Wycombe 
Buckinghamshire HP10 0TJ ("the Contractor") of the one part and INSIGNIA 
SOLUTIONS Plc (Company Registration Number 01961960) whose registered office 
is situate at Buckingham Court London Road High Wycombe aforesaid ("the 
Tenant") of the other part


WHEREAS:-


(1)  By a Lease ("the Lease") dated the 12th day of August 1998 between the 
     Contractor (1) and the Tenant (2) the property known or to be known as 
     Saturn House The Mercury Centre Wycombe Lane Wooburn Green High Wycombe 
     aforesaid ("the Development") was demised to the Tenant for a term of 
     15 years from the 12th day of August 1998 subject to the rents covenants 
     and conditions therein contained


(2)  The Contractor has constructed the Development


(3)  The Contractor has agreed in consideration of the Tenant agreeing to enter
     into the Lease to enter into this Deed in favour of the Tenant


NOW THIS DEED WITNESSETH as follows:-


1.   The Contractor warrants to and undertakes with the Tenant that:-


     (a)  It has carried out the Development in a good and workmanlike
          manner in accordance with all planning and other consents
          obtained in connection with the Development


     (b)  In the design of the Development insofar (if at all) as the
          Development has been designed by it and in the selection of
          materials and goods for the Development insofar as such materials
          and goods have been selected by it it has exercised all reasonable
          skill and care

<PAGE>

                                       2


     (c)  The Contractor will use all reasonable endeavours to maintain in
          force sufficient professional indemnity insurance (without any
          unusual exclusions) with reputable insurers carrying on business in
          the United Kingdom to cover any liabilities of the Contractor which
          may arise out of this Deed up to a limit in respect of each and every
          claim of not less than L2,000,000 The Contractor will use all
          reasonable endeavours to maintain such insurance for a period of
          twelve years from the date hereof and will produce such evidence
          as the Tenant may reasonably require (but not more than once in
          any 12 months period) to satisfy itself that the terms of this Clause
          have been complied with


2.   The Contractor hereby further warrants and undertakes with the Tenant
     that it has not specified or knowingly authorised the use in connection
     with the Development of any:-


     (a)  high alumina cement in structural elements


     (b)  wood slab in permanent formwork to concrete or in structural
          elements


     (c)  calcium chloride in admixtures for use in reinforced concrete


     (d)  naturally occurring aggregates for use in reinforced concrete which
          do not comply with the requirements of British Standards 882
          (1983) and naturally occurring aggregates for use in concrete which
          do not comply with the relevant provisions of British Standard
          8110 (1985)


     (e)  calcium silicate bricks or tiles


     (f)  asbestos or asbestos-based products


     (g)  lead or any products containing lead for use in connection with
          drinking water

<PAGE>

                                       3



     (h)  urea formaldehyde foam


     (j)  other substance which have been publicised in the Building
          Research Establishment Digest as being deleterious to health and
          safety or to the durability of the property in the particular
          circumstances in which they are used


3.   The Tenant shall be entitled at any time to assign the benefit of this Deed
     three times by way of absolute legal assignment to such person or persons
     as the Lease shall be assigned in accordance with clause 3(17) of the Lease
     without the consent of the Contractor provided that written notice of such
     assignment is given to the Contractor within 28 days of the date thereof


4.   Any notice provided for in accordance with this Deed shall be deemed to
     be duly given if delivered by hand or sent by registered or pre-paid post
     or by facsimile transmission to the party named therein at the address of
     such party shown herein or such other address as such party may by
     notice in writing nominate for the purpose of service and if sent by post
     shall be deemed to have been received no later than forty-eight hours after
     the same shall have been posted


5.   The Tenant hereby agrees and undertakes to claim against the
     Commercial Union Assurance Latent Defects Insurance Policy to be
     incepted by the Contractor in the event of any inherent or latent defect in
     the design or construction or the materials used in the construction of the
     Development arising and only in the case of a shortfall in the insurance
     cover or upon the expiry of such cover will a claim be made by the Tenant
     pursuant to the provisions of this Deed

6.   The Contractor agrees to notify any claim made hereunder to its insurers
     in accordance with the terms of such insurances


<PAGE>

                                       4




IN WITNESS whereof the Contractor and the Tenant have caused their
respective Common Seals to be affixed to this Deed the day and year first before
written




THE COMMON SEAL of COMLAND         )
INDUSTRIAL AND COMMERCIAL          )                        [SEAL]
PROPERTIES LIMITED was affixed to  )
this Deed in the presence of:      )




                              DIRECTOR: A. J. Ilsley



                              SECRETARY: R. Werth



THE COMMON SEAL of INSIGNIA        )
SOLUTIONS Plc was affixed to this  )                        [SEAL]
Deed in the presence of:-          )



                              DIRECTOR: Richard M. Noling



                              SECRETARY: S. M. Ambler


<PAGE>

                         WARRANTY AGREEMENT                 CoWa/P&T



(In Scotland, leave blank     THIS AGREEMENT       
 For applicable date see   
Testing Clause on page 4)     is made the    12th    day of  August 1998
                                         ------------      ---------

                              BETWEEN:-
          (insert name of
          the Consultant)     (1)  Powell Tolner & Associates 
                                   ---------------------------------------------
                                   of/whose registered office is situated at    
                                   Beverley House, 132 High Street,
                                   ---------------------------------------------
                                   Chesham, Buckinghamshire HP5  1EF            
                                   ---------------------------------------------
                                   ("the Firm"), and

          (insert name of
the Purchaser/the Tenant)     (2)  Insignia Solutions Plc 
                                   ---------------------------------------------
                                   whose registered office is situated at
                                   Buckingham Court, London Road,
                                   ---------------------------------------------
                                   High Wycombe, Bucks HP11 1JU
                                   ---------------------------------------------
  (delete as appropriate)          ("the Tenant" which term shall include all
                                   permitted assignees under this Agreement).

                              WHEREAS:-

  (delete as appropriate)     A.   The Tenant has entered into an agreement to
                                   lease with
                                   Comland Industrial & Commercial Properties 
                                   ---------------------------------------------
                                   Ltd, Riverside House, Riverside, 
                                   ---------------------------------------------
                                   HoltspurLane, Wooburn Green, High Wycombe, 
                                   ---------------------------------------------
                                   Buckinghamshire  HP10 0AU      ("the Client")
                                   ------------------------------
                                   relating to

                   insert
           description of          ---------------------------------------------
            the premises)          UNITS 1 and 2 - The Mercury Centre
                                   ---------------------------------------------
                                                                ("the Premises")
                                   -----------------------------

  (delete as appropriate)          [forming part of   The RHM Bakery Site
                                                   -----------------------------
                                                      Wooburn Green            
                  (insert          ---------------------------------------------
           description of                          High Wycombe, Buckinghamshire
         the Development)          ---------------------------------------------
                                   at
          (insert address            -------------------------------------------
      of the development)                                   "the Development").]
                                   -------------------------

  (delete as appropriate)          ["The Premises" are also referred to as "the
                                   Development" in this Agreement.] 


             (insert date     B.   By a contract  ("the Appointment") dated
          of appointment)          the Client has appointed the Firm as    -----
         (delete/complete          [consulting structural engineers] in 
          as appropriate)          connection with the Development.
                                          
 
                              C.   The Client has entered into a contract ("the
                                   Building Contract") with 
          (insert name of          A building contractor selected by the Client
      building contractor          ---------------------------------------------
           or "a building
         contractor to be          ---------------------------------------------
          selected by the
                 Client")          ---------------------------------------------
                                   for the construction of the Development.

                                                                         Page 1
<PAGE>

                              NOW IN CONSIDERATION OF THE PAYMENT OF ONE POUND 
                              (L1) THE TENANT TO THE FIRM (RECEIPT OF WHICH THE
                              FIRM ACKNOWLEDGES) IT IS HEREBY AGREED as 
                              follows:-


   (delete as appropriate     1. The Firm warrants that it has exercised and 
  to reflect terms of the        will continue to exercise reasonable skill 
             Appointment)        [and care] in the performance of its services 
                                 to the Client under the Appointment. In the 
                                 event of any breach of this warranty:

                                 (a) subject to paragraphs (b) and (c) of this 
                                     clause, the Firm shall be liable for the 
                                     reasonable costs of repair renewal and/or 
                                     reinstatement of any part or parts of the 
                                     Development to the extent that
               
                                     -  the Tenant incurs such costs and/or
                                     -  the Tenant is or becomes liable either 
                                        directly or by way of financial
                                        contribution for such costs.

                                     The Firm shall not be liable for other 
                                     losses incurred by the Tenant.
               
                                 (b) the Firm's liability for costs under this 
                                     Agreement shall be limited to that 
                                     proportion of such costs which it would be
                                     just and equitable to require the Firm to 
                                     pay having regard to the extent of the 
                                     Firm's responsibility for the same and on 
                                     the basis that 
                                     Graham Langley Architects
                                     -------------------------------------------
        (insert the names            and other consultants/contractors providing
        of other intended            -------------------------------------------
              warrantors)            a design input to the development.
                                     -------------------------------------------

                                     -------------------------------------------
                                                                           shall
                                     --------------------------------------
                                     
                                     be deemed to have provided contractual 
                                     undertakings on terms no less onerous 
                                     than this Clause 1 to the Tenant in 
                                     respect of the performance of their 
                                     services in connection with the 
                                     Development and shall be deemed to have 
                                     paid to the Tenant such proportion which 
                                     it would be just and equitable for them 
                                     to pay having regard to the extent of 
                                     their responsibility;

                                 (c) the Firm shall be entitled in any action 
                                     or proceedings by the Tenant to rely on 
                                     any limitation in the Appointment and to 
                                     raise the equivalent rights in defence 
                                     of liability as it would have against 
                                     the Client under the Appointment;

                                 (d) the obligations of the Firm under or 
                                     pursuant to this Clause 1 shall not be 
                                     released or diminished by the 
                                     appointment of any person by the Tenant 
                                     to carry out any independent enquiry 
                                     into any relevant matter.

                              2. [Without prejudice to the generality of Clause 
            (delete where        1, the Firm further warrants that it has 
              the Firm is        exercised and will continue to exercise 
             the quantity        reasonable skill and care to see that, unless 
                surveyor)        authorised by the Client in writing or, where 
                                 such authorisation is given orally, confirmed 
                                 by the Firm to the Client in writing, none of 
                                 the following has been or will be specified by 
                                 the Firm for use in the construction of those 
                                 parts of the Development to which the 
                                 Appointment relates:-

                                 (a) high alumina cement in structural elements;

                                 (b) wood wool slabs in permanent formwork to 
                                     concrete;

                                 (c) calcium chloride in admixtures for use in
                                     reinforced concrete;

                                 (d) asbestos products;

                                 (e) naturally occurring aggregates for use in
                                     reinforced concrete which do not comply 
                                     with British Standard 882: 1983 and/or 
                                     naturally occurring aggregates for use in
                                     concrete which do not comply with British 
                                     Standard 8110: 1985.
                  (further
                  specific       (f) See Appendix I attached.
                 materials
              may be added   
             by agreement)           In the event of any breach of this warranty
                                     the provisions of Clauses 1a, b, c and d 
                                     shall apply.]

                  CoWa/P&T   2nd Edition
                             -C-  BPF, ACE, RIAS, RICS, RIBA 1993        Page 2


<PAGE>


                              APPENDIX I

               ADDITIONAL DELETERIOUS MATERIALS - SEE 2 (f).





     f(i)      calcium silicate bricks or tiles


     f(ii)     lead or any products containing lead for use in connection with
               drinking water


     f(iii)    urea formaldehyde foam


     f(iv)     Crocidolite


     f(v)      other substances which have been publicised in the Building
               Research Establishment Digest as being deleterious to health and
               safety or to the durability of the property in the particular
               circumstances in which they are used


<PAGE>


                              3.   The Firm acknowledges that the Client has 
                                   paid all fees and expenses properly due 
                                   and owing to the Firm under the 
                                   Appointment up to the date of this 
                                   Agreement.

     
                              4.   The Tenant has no authority to issue any 
                                   direction or instruction to the Firm in 
                                   relation to the Appointment.

     
                              5.   The copyright in all drawings, reports, 
                                   models, specifications, bills of 
                                   quantities, calculations and other 
                                   documents and information prepared by or 
                                   on behalf of the Firm in connection with 
                                   the Development (together referred to in 
                                   this Clause 5 as "the Documents") shall 
                                   remain vested in the Firm but, subject to 
                                   the Firm having received payment of any 
                                   fees agreed as properly due under the 
                                   Appointment, the Tenant and its appointee 
                                   shall have a licence to copy and use the 
                                   Documents and to reproduce the designs and 
                                   content of them for any purpose related to 
                                   the Premises including, but without 
                                   limitation, the construction, completion, 
                                   maintenance, letting, promotion, 
                                   advertisement, reinstatement, 
                                   refurbishment and repair of the Premises, 
                                   Such licence shall enable the Tenant and 
                                   its appointee to copy and use the 
                                   Documents for the extension of the 
                                   Premises but such use shall not include a 
                                   licence to reproduce the designs contained 
                                   in them for any extension of the Premises. 
                                   The Firm shall not be liable for any use 
                                   by the Tenant or its appointee of any of the
                                   Documents for any purpose other than that 
                                   for which the same were prepared by or on 
                                   behalf of the Firm.

                              6.   The Firm shall maintain professional 
                                   indemnity insurance in an amount of not 
           (insert amount)         less than One million Five Hundred 
                                   Thousand pounds (L1,500,000) for any one 
                                   occurrence or series of occurrences 
                                   arising out of any one event for a period 
           (insert period)         of 12 years from the date hereof, provided 
                                   always that such insurance is available at 
                                   commercially reasonable rates. The Firm 
                                   shall immediately inform the Tenant if 
                                   such insurance ceases to be available at 
                                   commercially reasonable rates in order 
                                   that the Firm and the Tenant can discuss 
                                   means of best protecting the respective 
                                   positions of the Purchaser/the Tenant and 
                                   the Firm in the absence of such insurance. 
                                   As and when it is reasonably requested to 
                                   do so by the Tenant or its appointee the 
                                   Firm shall produce for inspection 
                                   documentary evidence that its professional 
                                   indemnity insurance is being maintained.

            (insert number   [7.   This Agreement may be assigned three times by
                 of times)         the Tenant by way of absolute legal 
                                   assignment to another person taking an
          (delete if under         assignment of the Tenant's interest in the 
                Scots law)         Premises without the consent of the
                                   Client or the Firm being required and such 
                                   assignment shall be effective upon written 
                                   notice thereof being given to the Firm.]





  (insert number of times)


          (delete if under
              English law)


                              8.   Any notice to be given by the Firm 
                                   hereunder shall be deemed to be duly given 
                                   if it is delivered by hand at or sent by 
                                   registered post or recorded delivery to 
                                   the Tenant at its registered office and 
                                   any notice given by the Tenant hereunder 
                                   shall be deemed to be duly given if it is 
                                   addressed to "The Senior Partner" and 
                                   delivered by hand at or sent by registered 
                                   post or recorded delivery to the 
                                   above-mentioned address of the Firm or to 
                                   the principal business address of the Firm 
                                   for the time being and, in the case of any 
                                   such notices, the same shall if sent by 
                                   registered post or recorded delivery be 
                                   deemed to have been received forty eight 
                                   hours after being posted.
      

                              9.   No action or proceedings for any breach of 
                                   this Agreement shall be commenced against the
              (complete as         Firm after the expiry of 12 years from the 
              appropriate)         date hereof.




                  CoWa/P&T   2nd Edition                                 Page 3

<PAGE>

           delete if under  [10.   The construction validity and performance of
                Scots law)         this Agreement shall be governed by English 
                                   law and the parties agree to submit to the
                                   non-exclusive jurisdiction of the English 
                                   Courts.
    
             (alternatives
                 delete as
              appropriate)

            (for Agreement
   executed under hand and 
            NOT as a Deed)

                                                                              ]


                                   [IN WITNESS WHEREOF  this Agreement was
                                   executed as a Deed and delivered the day and
           (this must only         year first before written.
              apply if the    
               Appointment
               is executed         BY THE FIRM
                as a Deed)
                                               J. Sestak      EQUITY PARTNER
                                   ---------------------------------------------

                                   ---------------------------------------------
                                               J. Rowe        SECRETARY
                                   ---------------------------------------------
                                               120 WHITE HILL CHESHAM HP5 1AR
                                   ---------------------------------------------

                                   BY THE PURCHASER/THE TENANT
          
                                               S. M. Ambler - COMPANY SECRETARY
                                   ---------------------------------------------
                                               1158 Quail Creek Circle
                                   ---------------------------------------------
                                               California, CA 95120
                                   ---------------------------------------------
                                               USA
                                   -------------------------------------------]]


          (delete if under
              English law)













<PAGE>




                               WARRANTY AGREEMENT



                                    between



                         LANGLEY HALL ASSOCIATES LIMITED


                                      and

  

                             INSIGNIA SOLUTIONS PLC



                                  In respect of



                         UNITS 1 AND 2, THE MERCURY CENTRE
                                  WOOBURN GREEN



                              Dated 12th August 1998
                                    ------------


<PAGE>

THIS AGREEMENT is made the 12th day of August 1998


BETWEEN

(1)  LANGLEY HALL ASSOCIATES LIMITED of 31 Braybrooke Road, Wargrave, Berkshire,
     RG10 8DU ("the Firm"), and


(2)  INSIGNIA SOLUTIONS PLC whose registered office is situated at Buckingham 
     Court, London Road, High Wycombe, Bucks, HP11 1JU ("the Tenant" which 
     term shall include all permitted assignees under this agreement)


WHEREAS:-

A.   The tenant has entered into a lease with Comland Industrial & Commercial 
     Properties Ltd ("the Client") relating to Units 1 and 2 ("the Premises") 
     Forming part of The Mercury Centre, Wycombe Lane, Wooburn Green ("the 
     Development")
     

B.   By a contract ("the Appointment") dated 3 February 1997 the Client has 
     appointed the Firm as Architect in connection with the Development.


NOW IN CONSIDERATION OF THE PAYMENT OF ONE POUND (L1) BY THE TENANT TO THE FIRM 
(RECEIPT OF WHICH THE FIRM ACKNOWLEDGES) IT IS HEREBY AGREED as follows:-



1.   The Firm warrants that it has exercised and will continue to exercise
     reasonable skill care and diligence in the performance of its services to
     the Client under the Appointment. In the event of any breach of this
     warranty:-


     (a)  subject to paragraphs (b) and (c) of this clause, the Firm shall be
          liable for reasonable costs of repair/renewal and/or reinstatement of
          any part or parts of the Development to the extent that the Tenant is
          liable either directly or by way of financial contribution for the
          same. The Firm shall not be liable for other losses incurred by the
          Tenant


     (b)  The Firm's liability for costs under this Agreement shall be limited
          to that proportion of such cost which it would be just and equitable
          to require the Firm to pay having regard to the

<PAGE>

          extent of the Firm's responsibility for the same and on the basis that
          POWELL TOLNER shall be deemed to have provided contractual
          undertakings on terms no less onerous than this Clause 1 to the Tenant
          in respect of the performance of their services in connection with the
          Development and shall be deemed to have paid to the Tenant such
          proportion which it would be just and equitable for them to pay having
          regard to the extent of their responsibility.


     (c)  the Firm shall be entitled in any action or proceedings by the Tenant
          to rely on any limitation in the Appointment and to raise the
          equivalent rights in defence of liability as it would have against the
          Client under the Appointment.


2.   Without prejudice to the generality of Clause 1, the Firm further warrants
     that it has exercised and will continue to exercise reasonable skill and
     care to see that, unless authorised by the Client in writing or, where such
     authorisation is given orally, confirmed by the Firm to the Client in
     writing, none of the following has been or will be specified by the Firm
     for use in the construction of those parts of the Development to which the
     Appointment relates:-


     (a)  high alumina cement in structural elements;


     (b)  wood wool slabs in permanent formwork to concrete,


     (c)  calcium chloride in admixtures for use in reinforced concrete,


     (d)  asbestos products;


     (e)  naturally occurring aggregates for use in reinforced concrete which do
          not comply with British Standard 882: 1983 and/or naturally occurring
          aggregates for use in concrete which do not comply with British
          Standard 8110: 1985;


     (f)  urea formaldehyde foam;


     (g)  other substances generally known in the consultant's profession at the
          time of specification or incorporation in the Development, as
          appropriate, to be deleterious to the structural integrity of the
          Development or to Health and Safety.


3.   The Firm acknowledges that the Client has paid all fees and expenses
     properly due and owing to the Firm under the Appointment up to date of this
     Agreement.


4.   The Tenant has no authority to issue any direction or instruction to the
     Firm in relation to the Appointment.


5.   The copyright in all drawings, reports, models, specifications, bills of
     quantities, calculations and other documents and information prepared by or
     on behalf of the Firm in connection with the Development (together referred
     to in this clause 5 as "the Documents") shall remain vested in the Firm
     but, subject


<PAGE>

     to the Firm having received payment of any fees agreed as properly due
     under the Appointment, the Tenant and its appointee shall have a licence to
     copy and use the Documents and to reproduce the designs and content of them
     for any purpose related to the Premises including, but without limitation,
     the construction, completion, maintenance, letting, promotion,
     advertisement, reinstatement, refurbishment and repair of the Premises.
     Such licence shall enable the Tenant and its appointee to copy and use the
     Documents for the extension of the Premises but such use shall not include
     a licence to reproduce the designs contained in them for any extension of
     the Premises. The Firm shall not be liable for any such use by the Tenant
     or its appointee of any of the Documents for any purpose other than that
     for which the same were prepared by or on behalf of the Firm.


6.   The Firm shall maintain professional indemnity insurance in an amount of
     not less than One Million Pounds (L1,000,000) for any one occurrence or
     series of occurrences arising out of any one event for a period of 12 years
     from the date hereof, provided always that such insurance is available at
     commercially reasonable rates. The Firm shall immediately inform the Tenant
     if such insurance ceases to be available at commercially reasonable rates
     in order that the Firm and the Tenant can discuss means of best protecting
     the respective positions of the Tenant and the Firm in the absence of such
     insurance. As and when it is reasonably requested to do so by the Tenant or
     its appointee the Firm shall produce for inspection documentary evidence
     that its professional indemnity insurance is being maintained.


7.   This Agreement may be assigned 3 times by the Tenant by way of absolute
     legal assignment to another person taking an assignment of the Tenant's
     interest in the Premises without the consent of the Client or the Firm
     being required and such assignment shall be effective upon written notice
     thereof being given to the Firm. No further assignment shall be permitted.


8.   Any notice to be given by the Firm hereunder shall be deemed to be duly
     given if it is delivered by hand at or sent by registered post or recorded
     delivery to the Tenant at its registered office and any notice given by the
     Tenant hereunder shall be deemed to be duly given if it is addressed to
     "The Senior Partner" and delivered by hand at or sent by registered post or
     recorded delivery to the above mentioned address of the Firm or to the
     principal business address of the Firm for the time being and, in the case
     of any such notices, the same shall if sent by registered post or recorded
     delivery be deemed to have been received forty eight hours after being
     posted.


9.   No action or proceedings for any breach of this Agreement shall be
     commenced against the Firm after the expiry of 12 years from the date
     hereof.


10.  The construction validity and performance of this Agreement shall be
     governed by English law and the parties agree to submit to the non-
     exclusive jurisdiction of the English Courts.

<PAGE>

IN WITNESS whereof the parties hereto have executed this Agreement as a Deed and
delivered the same the day and year first before written.





     EXECUTED as a deed by the said          )
     LANGLEY HALL ASSOCIATES                 )
     LIMITED acting by                       )



                                   Director  G. Langley


                                   Director  R. Hall



     SIGNED BY                          )
     Director for and on behalf of      )  Richard M. Noling
     INSIGNIA SOLUTIONS PLC             )





     SIGNED BY                          )
     Secretary for and on behalf of     )  S. M. Ambler
     INSIGNIA SOLUTIONS PLC             )






<PAGE>


                                                                        Comland

                           Comland Industrial and Commercial Properties Limited


Dated: 12th August 1998 



Insignia Solutions Plc
2 Buckingham Court
Kingsmead Business Park
London Road
High Wycombe
Bucks, HP11 1JU


Dear Sirs

Re:  Phase 2, The Mercury Centre, Wycombe Lane, Wooburn Green,
     High Wycombe, Bucks

We confirm that when we consider it appropriate, we shall invite you to
make an offer to lease or purchase Phase 2 before proceeding to let or sell
Phase 2 to any other party. For the avoidance of doubt we also confirm
that:-

(1)  This letter is not intended to create any legal relationship between us
     in relation to Phase 2 nor is it intended to bind our successors in title
     or benefit yours.

(2)  This letter does not bind us to accept any offer which you may be minded to
     make to lease or purchase Phase 2 and once we have invited you to make a
     offer and either we have received and considered your offer or the period
     of 14 days has expired since the date of our invitation without our having
     received an offer from you, we will be free to consider and proceed with
     offers by other parties.

(3)  If we accept your offer we shall be free to consider other offers and to
     proceed with other parties if you fail to perform in our agreed time
     scale.

(4)  We will have regard to your financial circumstances in general and your
     ability to perform the Lease covenants in particular when considering any
     offer which you may be minded to make.






A. J. Ilsley
--------------------------------
For and on behalf of
Comland Industrial and Commercial Properties Limited