<PAGE>   1
                             DATED 15th OCTOBER 1998

                            CORSTON HOLDINGS LIMITED

                                     - and -

                                 GLOBIX LIMITED

                                     - and -

                               GLOBIX CORPORATION

                                      LEASE

                                       OF

                       PART GROUND FLOOR AND THE WHOLE OF
                      THE FIRST AND SECOND FLOORS OF 80 TO
                     110 (EVEN) NEW OXFORD STREET LONDON WC1
                 TOGETHER WITH 4 BASEMENT CAR PARKING SPACES AND
                        BASEMENT AND SUB-BASEMENT STORES
                                AT PROSPECT HOUSE





                               LINKLATERS & PAINES
                                 One Silk Street
                                 London EC2Y 8HQ

                             TEL: (+44) 171 456 2000

                                    Ref: JSB

                                LEASE PARTICULARS


                                                               November 11, 1998
<PAGE>   2
<TABLE>
<CAPTION>
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<S>        <C>                 <C>
     1     DATE                :                    FIFTEENTH OCTOBER 1998

-------------------------------------------------------------------------------
     2     PARTIES

    2.1    LANDLORD            :  CORSTON HOLDINGS LIMITED (Jersey Company
                                  number: 53933) whose registered office is at
                                  44 Esplanade St Helier Jersey Channel Islands

--------------------------------------------------------------------------------
     2.2   TENANT              :  GLOBIX LIMITED (Company number 3616569)
                                  whose registered office is at Apollo House,
                                  56 New Bond Street, London W1Y 0SX

--------------------------------------------------------------------------------
                               :  GLOBIX CORPORATION whose registered office
     2.3   GUARANTOR              is at  295 Lafayette Street, New York,
                                  10012, USA

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     3     BUILDING            :  The land and buildings known as Prospect
                                  House 80 to 110 New Oxford Street London WC1
                                  as registered at H M Land Registry under
                                  Title Number NGL441887
--------------------------------------------------------------------------------
     4     PREMISES            :  Part of the ground floor and the whole of
                                  the first and second floors of the Building
                                  shown for identification only edged red on
                                  the floor plans annexed together with the
                                  area in the basement shown for
                                  identification only edged green and hatched
                                  mauve on the basement plan annexed and the
                                  basement and sub-basement store areas shown
                                  edged green hatched yellow and shown edged
                                  green on the basement and sub-basement plans
                                  annexed
--------------------------------------------------------------------------------
     5     BASEMENT SPACE      :  the areas (being part of the Premises)
                                  located in the basement and the sub-basement
                                  of the Building
--------------------------------------------------------------------------------
                               :  the term of years from and including the
                                  date of this Lease up to and including 28
     6     CONTRACTUAL TERM       September 2014
--------------------------------------------------------------------------------
     7     PRINCIPAL RENT      :  For the period from the date hereof up to
                                  and including the day immediately prior to
                                  the Rent Commencement Date one peppercorn
                                  (if demanded) and thereafter One million and
                                  eighty thousand pounds ( pound sterling
                                  1,080,000) per annum subject to increase in
                                  accordance with the Second Schedule
--------------------------------------------------------------------------------
                                : 14 October 1999
     8     RENT COMMENCEMENT
           DATE
--------------------------------------------------------------------------------
</TABLE>

                                                               November 11, 1998
<PAGE>   3
<TABLE>
<CAPTION>
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<S>        <C>                 <C>
     9     REVIEW DATES        :  29 September in each of the years 2004 and
                                  2009
--------------------------------------------------------------------------------
     10    PERMITTED USE       :  a) for that part of the Premises on the
                                  ground floor offices within Class A2/B1 of
                                  the 1987 Order

                                  b) for those parts of the Premises on the
                                  first and second floors offices within Class
                                  B1 of the 1987 Order

                                  c) for the Basement Space a plant room
                                  and/or store
--------------------------------------------------------------------------------
</TABLE>


                                                               November 11, 1998
<PAGE>   4
      THIS LEASE made on the date and between the parties specified in the
      Particulars WITNESSES as follows:

1     DEFINITIONS

      In this Lease unless the context otherwise requires:

      ADJOINING PROPERTY means any adjoining or neighbouring premises in which
      the Landlord or a Group Company of the Landlord holds or shall at any time
      during the Term hold a freehold or leasehold interest;

      ARBITRATION means arbitration in accordance with Clause 7.4;

      BASE RATE means the base rate from time to time of Barclays Bank PLC, or
      (if not available) such comparable rate of interest as the Landlord shall
      reasonably require;

      BUILDING means the building described in the Particulars, and includes any
      part of it and any alteration or addition to it or replacement of it;

      CAR LIFTS - the car lifts shown for identification purposes edged brown on
      the basement plan annexed hereto;

      COMMON PARTS means the accesses, lifts (including without limitation the
      Car Lifts), car parks and other areas of the Building from time to time
      designated by the Landlord for common use by the tenants and occupiers of
      the Building and those properly authorised or permitted by them to do so
      but excludes any such areas as may be within the Premises or any other
      premises within the Building which are let or intended to be let;

      CONDUIT means any existing or future media for the passage of substances
      or energy and any ancillary apparatus attached to them and any enclosures
      for them;

      CONTRACTUAL TERM means the term specified in the Particulars;

      ENCUMBRANCES means the obligations and encumbrances contained or referred
      to in the documents specified in Part III of the First Schedule;

      GROUP COMPANY means a company which is a member of the same group of
      companies within the meaning of Section 42 of the Landlord and Tenant Act
      1954;

      GUARANTOR means the person so named in the Particulars;

      INSURED RISKS means fire, lightning, earthquake, explosion, aircraft
      (other than hostile aircraft) and other aerial devices or articles dropped
      therefrom, riot, civil commotion, malicious damage, storm or tempest,
      bursting or overflowing of water tanks apparatus or pipes, flood and
      impact by road vehicles (to the extent that insurance against such risks
      may ordinarily be arranged with an insurer of good repute) and such other
      risks or insurance as may from time to time be required by the Landlord
      (subject in all cases to such exclusions and limitations as may be imposed
      by the insurers), and INSURED RISK means any one of them;

      LANDLORD means the person so named in the Particulars and includes any
      other person entitled to the immediate reversion to this Lease;

      LANDLORD'S SURVEYOR means the Landlord's surveyor or managing agent (who
      may be an employee of the Landlord);


                                                               November 11, 1998
<PAGE>   5
      THIS LEASE means this lease and any document supplemental to it or entered
      into pursuant to it;

      LETTABLE UNIT means a part of the Building which is let, or constructed or
      adapted for letting, from time to time;

      OUTSIDE SERVICE HOURS CHARGE means the proper cost to the Landlord of
      providing any of the Services at the Tenant's request outside the Service
      Hours (or a fair proportion of such cost if requested or used by another
      tenant also);

      PARTICULARS means the descriptions and terms on the page headed Lease
      Particulars which form part of this Lease;

      PERMITTED PART means:

      (1)   the whole of the first floor and/or the whole of the second floor of
            the Premises;

      (2)   the whole of the ground floor of the Premises (provided that the
            area in which the Tenant's generator is located can be excluded);

      (3)   a part of either the first floor and/or the second floor of the
            Premises where all of the following conditions are satisfied:

            (a)   the extent of the part intended to be sublet shall first have
                  been approved by the Landlord (such approval not to be
                  unreasonably withheld or delayed);

            (b)   no more than two separate occupations (including the
                  occupation of the Tenant itself if relevant) shall subsist at
                  any time in respect of any such floor;

      (4)   the whole or part of the area in the Basement Space shown edged
            green and hatched mauve on the basement plan annexed hereto;

      (5)   the whole of the oil storage area in the Basement Space shown edged
            green and hatched yellow on the basement plan annexed hereto;

      (6)   the whole or part of the storage area in the sub-basement edged
            green on the sub-basement plan annexed hereto;

      PROVIDED THAT in respect of any or all of the Basement Space a subletting
      shall only be effected to any person who shall at the date of the
      subletting be a tenant or subtenant of any part of the Building.

      AND PROVIDED FURTHER THAT before any Permitted Part is sublet the Tenant
      shall have obtained (and produced to the Landlord) a valid Order of the
      Court (together with the form of underlease to which such Order refers)
      excluding in respect of such proposed sub-demise the provisions of
      Sections 24 to 28 inclusive of the Landlord and Tenant Act 1954.

      PLANNING ACTS means the Town and Country Planning Act 1990, the Planning
      (Listed Buildings and Conservation Areas) Act 1990, the Planning
      (Hazardous Substances) Act 1990 and the Planning (Consequential
      Provisions) Act 1990;


                                                               November 11, 1998
<PAGE>   6
      PREMISES means the premises described in the Particulars and any part of
      them and includes:

      (1)   the floorboards, screed, plaster and other finishes on the floors,
            walls, columns and ceilings, and all carpets;

      (2)   the raised floors and false ceilings (including light fittings), and
            the voids between the ceilings and false ceilings and between the
            floor slab and the raised floors;

      (3)   non-load-bearing walls and columns wholly within the Premises and
            one half of the thickness of such walls dividing the Premises from
            other parts of the Building;

      (4)   all doors and internal windows of the Premises and their frames,
            glass and fitments;

      (5)   all Conduits, plant and machinery within and solely serving the
            Premises;

      (6)   all Landlord's fixtures and fittings in the Premises;

      (7)   all alterations and additions made to the Premises;

      but excludes:

      (1)   all structural and external parts of the Building;

      (2)   load bearing framework, roof, foundations and joists;

      (3)   all Conduits, plant and machinery serving other parts of the
            Building;

      PRINCIPAL RENT means the rent stated in the Particulars;

      QUARTER DAYS means 25 March, 24 June, 29 September and 25 December in
      every year and Quarter Day means any of them;

      SERVICE CHARGE means the service charge as specified in the Fourth
      Schedule;

      SERVICE HOURS means 8 a.m. to 8 p.m. on Monday to Friday and 8 a.m. to 2
      p.m. on Saturday, excluding all public holidays;

      SERVICES means the services set out in Parts II(A) and II(B) of the Fourth
      Schedule;

      TENANT means the person so named in the Particulars, and includes its
      successors in title;

      TERM means the Contractual Term together with any continuation of the term
      or the tenancy (whether by statute, common law, holding over or
      otherwise);

      VAT means Value Added Tax and any similar tax substituted for it or levied
      in addition to it;

      1987 ORDER means the Town and Country Planning (Use Classes) Order 1987
      (as originally made);

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

2     INTERPRETATION

      In this Lease unless the context otherwise requires:


                                                               November 11, 1998
<PAGE>   7
2.1   If the Tenant or the Guarantor is more than one person then their
      covenants are joint and several;

2.2   Any reference to a statute includes any modification, extension or
      re-enactment of it and any orders, regulations, directions, schemes and
      rules made under it;

2.3   Any covenant by the Tenant not to do any act or thing includes an
      obligation not to permit or suffer such act or thing to be done;

2.4   If the Landlord reserves rights of access or other rights over or in
      relation to the Premises then those rights extend to persons authorised by
      it;

2.5   References to the act or default of the tenant include acts or default or
      negligence of any undertenant, or of anyone at the Premises with the
      Tenant's or any undertenant's permission or sufferance;

2.6   The Clause headings in this Lease are for ease of reference only;

2.7   References to the last year of the Term shall mean the twelve months
      ending on the expiration or earlier termination of the Term;

2.8   The perpetuity period applicable to this Lease shall be the Term or 80
      years from the commencement of the Term (whichever is the shorter);

2.9   References to costs include all liabilities, claims, demands, proceedings,
      damages, losses and proper costs and expenses.

3     DEMISE AND RENTS

      The Landlord DEMISES the Premises to the Tenant for the Contractual Term,
      TOGETHER WITH the rights set out in Part I of the First Schedule, EXCEPT
      AND RESERVING as mentioned in Part II of the First Schedule, subject to
      all rights enjoyed by the owners or occupiers of any neighbouring property
      over the Premises and subject to the Encumbrances, the Tenant paying by
      way of rent during the Term without any deduction, counterclaim or set
      off:

3.1   the Principal Rent and any VAT thereon by equal quarterly payments in
      advance on the Quarter Days, to be paid by Banker's Standing Order if the
      Landlord so requires, the first payment for the period from and including
      the Rent Commencement Date to (but excluding) the next Quarter Day to be
      made on the Rent Commencement Date;

3.2   the Service Charge and any VAT thereon at the times and in the manner set
      out in the Fourth Schedule, and the Outside Service Hours Charge and any
      VAT thereon on written demand;

3.3   the following amounts and any VAT thereon:

      3.3.1 the sums specified in Clauses 4.2 (interest) and 4.5 (utilities);

      3.3.2 the sums specified in Clause 6.2.1 (insurance);

      3.3.3 all Costs incurred by the Landlord as a result of any breach of the
            Tenant's covenants in this Lease.

4     TENANT'S COVENANTS


                                                               November 11, 1998
<PAGE>   8
            The Tenant covenants with the Landlord throughout the Term, or until
            released pursuant to the 1995 Act, as follows:

4.1   RENTS

      To pay the rents reserved by this Lease on the due dates;

4.2   INTEREST

      If the Landlord does not receive the Principal Rent within seven days of
      the due date or any other sum due to it within 14 days of the due date, to
      pay on demand interest on such sum at 4 per cent above Base Rate
      (compounded on the Quarter Days) from the due date until payment (both
      before and after any judgment), provided this Clause shall not prejudice
      any other right or remedy for the recovery of such sum;

4.3   OUTGOINGS

      To pay all existing and future rates, taxes, charges, assessments and
      outgoings in respect of the Premises (whether assessed or imposed on the
      owner or the occupier), except any tax (other than VAT) arising as a
      result of the receipt by the Landlord of the rents reserved by this Lease
      and any tax (including VAT) arising on any dealing or disposition by the
      Landlord with its reversion to this Lease;

4.4   VAT

      4.4.1 Any payment or other consideration to be provided to the Landlord is
            exclusive of VAT, and the Tenant shall in addition pay any VAT
            chargeable on the date the payment or other consideration is due;

      4.4.2 Any obligation to reimburse or pay the Landlord's expenditure
            extends to irrecoverable VAT on that expenditure, and the Tenant
            shall also reimburse or pay such VAT;

4.5   UTILITIES

      To pay for all gas, electricity, water, telephone and other utilities used
      on the Premises, and all charges for meters and all standing charges, and
      a fair proportion of any joint charges as determined properly and
      reasonably by the Landlord's Surveyor;

4.6   REPAIR

      4.6.1 To keep and maintain the Premises (excluding air conditioning,
            ventilation and fire systems) and any Conduits, plant and equipment
            serving only the Premises in good and substantial repair and
            condition (damage by the Insured Risks excepted save to the extent
            that insurance moneys are irrecoverable as a result of the act or
            default of the Tenant);

      4.6.2 To commence to make good any disrepair for which the Tenant is
            liable within 2 months after the date of written notice from the
            Landlord (or sooner if the Landlord reasonably requires) and
            diligently proceed to complete the work;

      4.6.3 If the Tenant fails to comply with any such notice the Landlord may
            enter and carry out the work, and the cost shall be reimbursed by
            the Tenant on demand as a debt;


                                                               November 11, 1998
<PAGE>   9
      4.6.4 To enter into maintenance contracts with reputable contractors for
            the regular servicing of all plant and equipment serving only the
            Premises and to provide to the Landlord on request copies of such
            contracts;

4.7   DECORATION

      4.7.1 To clean, prepare and paint or treat and generally redecorate all
            internal parts of the Premises which at the date of this Lease
            require to be painted or treated or decorated in every fifth year
            and in the last year of the Term (provided that the covenant
            relating to the last year of the Term is not to apply where and to
            the extent that the Tenant has redecorated the Premises less than
            twelve months before the end of the Term) and PROVIDED FURTHER THAT
            except in the last year of the term the Tenant shall not be obliged
            to repaper the walls of the premises at second floor level but shall
            paint such walls in a manner which shall first be approved by the
            Landlord (such approval not to be unreasonably withheld);

      4.7.2 The work described in Clause 4.7.1 is to be carried out:

            (i)   in a good and workmanlike manner to the Landlord"s reasonable
                  satisfaction; and

            (ii)  in colours which (if different from the existing colour) are
                  first approved in writing by the Landlord (approval not to be
                  unreasonably withheld or delayed provided that such consent
                  shall be deemed to have been given by the Landlord if it does
                  not signify the contrary to the Tenant within 21 days of
                  receipt of full details of the Tenant"s proposals);

4.8   CLEANING

      4.8.1 To keep the Premises clean, tidy and free from rubbish;

      4.8.2 To clean the inside of windows and any washable surfaces at the
            Premises as often as reasonably necessary;

4.9   OVERLOADING

      Not to overload the floors or ceilings of the Premises in excess of the
      floor loadings shown on drawing numbered 984096.03 annexed hereto, or the
      structure of the Building, or any plant, machinery or electrical
      installation serving the Premises or the Building nor to do anything which
      interferes with the heating, air conditioning or ventilation of the
      Building;

4.10  CONDUITS

      To keep the Conduits in or exclusively serving the Premises clear and free
      from any noxious, harmful or deleterious substance, and to remove any
      obstruction and repair any damage to such Conduits as soon as reasonably
      practicable to the Landlord"s reasonable satisfaction;

4.11  PROHIBITED USES

      Not to use the Premises:

      4.11.1 for any purpose which is noisy, offensive, dangerous, illegal,
            immoral or a nuisance or causes damage or disturbance to the
            Landlord or its other tenants


                                                               November 11, 1998
<PAGE>   10
             of the Building, or to owners or occupiers of any neighbouring
             property, or which involves any substance which may be harmful,
             polluting or contaminating;

      4.11.2 for residential purposes;

      4.11.3 for any auction, public or political meeting, public exhibition or
             show, or as a betting office or for gaming or playing amusement
             machines, or as a sex shop (as defined in the Local Government
             (Miscellaneous Provisions) Act 1982), or for the business of an
             undertaker, or for the business of a staff agency, employment
             agency or Government Department at which the general public call
             without appointment;

4.12  PERMITTED USE

      Not to use the Premises otherwise than for the Permitted Use specified in
      the Particulars;

4.13  SIGNS

      Without prejudice to paragraph 5 of the First Schedule not to erect any
      sign, notice or advertisement which is visible outside the Premises
      without the Landlord's prior written consent;

4.14  ALTERATIONS

      4.14.1 Not to make any alterations or additions which:

            (i)   affect the structure of the Building (including without
                  limitation the roofs and foundations and the principal or
                  load-bearing walls, floors, beams and columns);

            (ii)  subject to clause 4.14.2 divide the Premises or merge the
                  Premises with any adjoining premises; (iii) affect the
                  external appearance of the Premises;

            (iv)  affect the heating, air conditioning or ventilation systems at
                  the Building;

            (v)   would diminish the lettable floor area of the Premises;

      4.14.2 Not to make any other alterations or additions to the Premises or
             any Conduits, plant or equipment serving only the Premises without
             the Landlord's written consent (not to be unreasonably withheld or
             delayed); but no such consent shall be required for the
             construction alteration and removal of non structural demountable
             partitions if the plans of such works are immediately deposited
             with the Landlord;

4.15  PRESERVATION OF EASEMENTS

      4.15.1 Not to prejudice the acquisition of any right of light for the
             benefit of the Premises by obstructing any window or opening, or
             giving any acknowledgment that the right is enjoyed by consent or
             any other act or default of the Tenant;

      4.15.2 To preserve all rights of light and other easements enjoyed by the
             Premises, and not to permit or suffer anyone to acquire any right
             of light or other easement or right over the Premises;


                                                               November 11, 1998
<PAGE>   11
      4.15.3 To give the Landlord immediate notice if any easement enjoyed by
            the Premises is obstructed, or any new easement affecting the
            Premises is made or attempted;

4.16  ALIENATION

      4.16.1 Not to:

            (i)   (save as herein permitted) assign, charge, underlet or part
                  with possession of part only of the Premises nor to agree to
                  do so;

            (ii)  part with the possession of the whole of the Premises except
                  by an assignment or underletting permitted by this Clause
                  4.16;

            (iii) (save as herein permitted) share the possession or occupation
                  of the whole or any part of the Premises;

      4.16.2 Not to assign the whole of the Premises without the Landlord's
            written consent (not to be unreasonably withheld or delayed),
            provided that:

            (i)   the Landlord may withhold consent in circumstances where:

                  (a)   the proposed assignee is a Group Company of the Tenant
                        unless the Group Company (when considered in conjunction
                        with any guarantor being offered to the Landlord) is in
                        the Landlord's reasonable opinion of equal or better
                        financial standing (by reference to the Principal Rent
                        and other sums payable under this Lease at the date of
                        the proposed assignment) than the outgoing tenant
                        together with any guarantor at the date the Lease was
                        granted or assigned to it; and/or

                  (b)   in the reasonable opinion of the Landlord the proposed
                        assignee (when considered in conjunction with any
                        guarantor being offered to the Landlord) is not of
                        sufficient financial standing to enable it to comply
                        with the Tenant's covenants in this Lease;

            (ii)  the Landlord's consent shall in every case be subject to
                  conditions (unless expressly excluded) requiring that:

                  (a)   the assignee covenants with the Landlord to pay the
                        rents and observe and perform the Tenant's covenants in
                        this Lease during the residue of the Term, or if earlier
                        until released pursuant to the 1995 Act;

                  (b)   the Tenant enters into an authorised guarantee agreement
                        guaranteeing the performance of the Tenant's covenants
                        in this Lease by the assignee including the provisions
                        set out in the Third Schedule (but omitting paragraph
                        1.2);

                  (c)   if reasonably so required by the Landlord such other
                        persons as the Landlord reasonably requires act as
                        guarantors for the assignee and enter into direct
                        covenants with the Landlord including the provisions set
                        out in the Third Schedule (but referring in paragraph
                        1.2 to the assignee);

                  (d)   all rent and other payments then due under this Lease
                        are paid before completion of the assignment;

                                                               November 11, 1998
<PAGE>   12
      4.16.3 The provisos to Clause 4.16.2 shall not prejudice the Landlord's
            right to withhold consent in other circumstances, or to impose other
            conditions, where it would be reasonable to do so;

      4.16.4 Not to underlet or agree to underlet the whole of the Premises or
            any Permitted Part unless:

            (i)   the rent payable under the underlease is:

                  (a)   not less than the best rent reasonably obtainable in the
                        open market for the Premises or Permitted Part without
                        fine or premium;

                  (b)   payable no more than one quarter in advance;

                  (c)   to be subject to upward only reviews to coincide with
                        the rent reviews under this Lease;

            (ii)  the undertenant covenants with the Landlord and in the
                  underlease:

                  (a)   to observe and perform the Tenant's covenants in this
                        Lease (except for payment of the rents) during the term
                        of the underlease or until released pursuant to the 1995
                        Act;

                  (b)   not to underlet, nor except in accordance with the
                        provisions of clause 4.16.4(ii)(c) share or part with
                        possession or occupation of the whole or any part of the
                        underlet premises, nor to assign or charge part only of
                        the underlet premises;

                  (c)   not to assign the whole of the underlet premises without
                        the Landlord's prior written consent (which shall not be
                        unreasonably withheld or delayed);

            (iii) all rents and other payments then due under this Lease are
                  paid before completion of the underletting;

      4.16.5 Without prejudice to Clause 4.16.4, not to underlet the whole of
            the Premises nor vary the terms of any underlease without the
            Landlord's written consent (not to be unreasonably withheld or
            delayed);

      4.16.6 To take all necessary steps and proceedings to remedy any breach of
            the covenants of the undertenant under the underlease, and not to
            permit any reduction of the rent payable by any undertenant;

      4.16.7 Notwithstanding Clause 4.16.1 the Tenant may

            (i)   share occupation of the whole or any part of the Premises with
                  a Group Company; and

            (ii)  grant third parties the right to instal and operate computer
                  equipment together with rights of access thereto and suitable
                  security

            PROVIDED THAT

                  (a)   the relationship of landlord and tenant is not created;
                        and

                  (b)   occupation by any Group Company shall cease upon it
                        ceasing to be a Group Company; and


                                                               November 11, 1998
<PAGE>   13
                  (c)   the overall impression of the Premises is that of a
                        single unit in one occupation;

4.17  REGISTRATION

      Within 21 days to give to the Landlord"s solicitors (or as the Landlord
      may direct) written notice of any assignment, charge, underlease or other
      devolution of the Premises together with a certified copy of the relevant
      document and a proper and reasonable registration fee of not less than
      (pound) 30;

4.18  STATUTORY REQUIREMENTS

      To comply promptly with all notices served by any public, local or
      statutory authority, and with the requirements of any present or future
      statute or European Union law, regulation or directive (whether imposed on
      the owner or occupier), which affects the Premises or their use;

4.19  PLANNING

      4.19.1 To comply with the Planning Acts;

      4.19.2 Not to apply for or implement any planning permission affecting the
            Premises without first obtaining the Landlord's written consent such
            consent not to be unreasonably withheld or delayed when such
            application or planning permission relates to a use or works which
            are permitted under the terms of this Lease;

      4.19.3 If a planning permission is implemented the Tenant shall complete
            all the works permitted and comply with all the conditions imposed
            by the permission before the determination of the Term (including
            any works stipulated to be carried out by a date after the
            determination of the Term unless the Landlord requires otherwise);

      4.19.4 If the Landlord reasonably so requires, to produce evidence to the
            Landlord that the provisions of this Clause 4.19 have been complied
            with;

4.20  NOTICES

      4.20.1 To supply the Landlord with a copy of any notice, order or
            certificate or proposal for any notice, order or certificate
            affecting or capable of affecting the Premises as soon as it is
            received by or comes to the notice of the Tenant;

      4.20.2 At the request of the Landlord, but at the cost of the Landlord to
            make or join the Landlord in making such objections or
            representations against or in respect of any such notice, order or
            certificate as the Landlord may reasonably require;

4.21  CONTAMINANTS AND DEFECTS

      4.21.1 To give the Landlord immediate written notice of the existence of
            any contaminant, pollutant or harmful substance on or any defect in
            the Premises as soon as the same comes to the notice of the Tenant;

      4.21.2 If so requested by the Landlord, to remove from the Premises or
            remedy to the Landlord's reasonable satisfaction any such
            contaminant, pollutant or harmful substance which is in the Premises
            as a result of any act or default of the Tenant;

4.22  ENTRY BY LANDLORD


                                                               November 11, 1998
<PAGE>   14
      To permit the Landlord at all reasonable times and on reasonable written
      notice (except in emergency) to enter the Premises in order to:

      4.22.1 inspect and record the condition of the Premises or any other parts
            of the Building or the Adjoining Property;

      4.22.2 remedy any breach of the Tenant's obligations under this Lease;

      4.22.3 repair, maintain, clean or replace, add to or connect up to any
            Conduits which serve the Building or the Adjoining Property;

      4.22.4 repair, maintain or rebuild any part of the Building;

      4.22.5 comply with any of its obligations under this Lease;

      Provided That the Landlord shall exercise such rights in a reasonable
      manner and cause as little inconvenience as reasonably practicable in the
      exercise of such rights, and shall promptly make good all damage to the
      Premises caused by such entry;

4.23  LANDLORD'S COSTS

      To pay to the Landlord on demand amounts equal to such reasonable and
      proper Costs as it may incur:

      4.23.1 in connection with any application made by the Tenant for consent
            made necessary by this Lease (including where consent is lawfully
            refused or the application is withdrawn);

      4.23.2 incidental to or in reasonable contemplation of the preparation and
            service of a schedule of dilapidations (whether before or within six
            months after the expiry of the Term) or a notice or proceedings
            under Section 146 or Section 147 of the Law of Property Act 1925
            (even if forfeiture is avoided other than by relief granted by the
            Court);

      4.23.3 in connection with the enforcement or remedying of any breach of
            the covenants in this Lease on the part of the Tenant and any
            Guarantor;

      4.23.4 incidental to or in reasonable contemplation of the preparation and
            service of any notice under Section 17 of the 1995 Act;

4.24  INDEMNITY

      To indemnify the Landlord against all Costs arising directly or indirectly
      from the use or occupation or condition of the Premises during the Term,
      or any breach of the Tenant's obligations under this Lease, or any act or
      default of the Tenant in relation to the Premises, or the exercise of the
      rights set out in Part I of the First Schedule;

4.25  RELETTING NOTICES

      To allow a letting or sale board to be displayed on the Premises (but not
      so that it restricts or interferes unreasonably with the light enjoyed by
      the Premises), and to allow prospective tenants or purchasers to view the
      Premises on reasonable notice; Provided That no such letting board shall
      be erected where the Tenant has made a valid court application under
      Section 24 of the Landlord and Tenant Act 1954 or is otherwise entitled to
      remain in occupation or to a new tenancy of the Premises;

4.26  YIELDING UP


                                                               November 11, 1998
<PAGE>   15
      4.26.1 At the end of the Term:

            (i)   to give up the Premises repaired and decorated and otherwise
                  in accordance with the Tenant's covenants in this Lease;

            (ii)  if the Landlord so requires, to remove all alterations made
                  during the Term or any preceding period of occupation by the
                  Tenant and reinstate the Premises as the Landlord shall
                  reasonably direct and to its reasonable satisfaction;

            (iii) if the Landlord so requires, to remove all signs, tenant's
                  fixtures and fittings and other goods from the Premises, and
                  make good any damage caused thereby to the Landlord's
                  reasonable satisfaction;

            (iv)  to replace any damaged or missing Landlord's fixtures with
                  ones of no less quality and value;

            (v)   to pay to the Landlord a sum equal to any rating relief which
                  the Landlord will be unable to claim because the Premises
                  shall be unoccupied for any period immediately before the end
                  of the Term;

      4.26.2 If the Tenant fails to comply with Clause 4.26.1 to pay to the
            Landlord on demand as liquidated damages:

            (i)   any Costs incurred by the Landlord in remedying the breach;
                  and

            (ii)  a sum equivalent to the Principal Rent payable immediately
                  before the end of the Term for the period reasonably required
                  to remedy the breach;

4.27  ENCUMBRANCES

      To perform and observe the Encumbrances so far as they relate to the
      Premises;

4.28  REGULATIONS

      4.28.1 To observe all reasonable rules and regulations relating to the
            Building from time to time made by the Landlord and notified to the
            Tenant but in the event of any conflict between such rules and
            regulations and the provisions of this Lease then the latter shall
            prevail;

      4.28.2 Not to cause any obstruction to the Common Parts, nor to park, load
            or unload vehicles otherwise than in the areas designated for such
            purpose from time to time.

5     LANDLORD'S COVENANTS

      The Landlord covenants with the Tenant while the reversion immediately
      expectant on the Term is vested in it as follows:

5.1   QUIET ENJOYMENT

      That, subject to the Tenant paying the rents reserved by and complying
      with the terms of this Lease, the Tenant may peaceably enjoy the Premises
      during the Term without any interruption by the Landlord or any person
      lawfully claiming under or in trust for it;

5.2   PROVISION OF SERVICES


                                                               November 11, 1998
<PAGE>   16
      That, subject to the Tenant paying the Service Charge at the times and in
      the manner specified in this Lease, the Landlord will provide the
      Services, Provided that:

      5.2.1 subject to Clause 5.3 the Services need only be provided during the
            Service Hours unless the Tenant requests other hours and pays the
            Outside Service Hours Charge for such additional hours;

      5.2.2 the Landlord will not be in breach of this Clause as a result of any
            failure or interruption of any of the Services:

            (i)   resulting from circumstances beyond the Landlord's reasonable
                  control, so long as the Landlord uses its reasonable
                  endeavours to remedy the same as soon as reasonably
                  practicable after becoming aware of such circumstances; or

            (ii)  to the extent that the Services (or any of them) cannot
                  reasonably be provided as a result of works of inspection,
                  maintenance and repair or other works being carried out at the
                  Building provided that where practicable the Landlord shall
                  use all reasonable endeavours to procure that reasonably
                  acceptable alternative services are provided for the duration
                  of any such temporary interruption;

5.3   To provide heating and hot water air conditioning and operating chillers
      and security staff to the Premises at all times during the Term provided
      that the Tenant pays Outside Service Hours Charge for such services
      excluding the provision of security staff to the extent that they are
      provided by the Landlord outside Service Hours;

5.4   Not (save as may be permitted by any lease of the Building in existence at
      the date hereof) to use or permit to be used any part of the Building for
      any of the uses prohibited by Clause 4.11 of this Lease;

5.5   To indemnify the Tenant against the proper and reasonable Costs incurred
      by the Tenant in connection with the enforcement or remedying of any
      breach of the Landlord's covenants contained herein.

6     INSURANCE

6.1   LANDLORD'S INSURANCE COVENANTS

      The Landlord covenants with the Tenant while the reversion immediately
      expectant on the Term is vested in it as follows:

      6.1.1 To insure the Building (other than tenant's and trade fixtures and
            fittings) on usual and reasonable commercial terms unless the
            insurance is invalidated in whole or in part by any act or default
            of the Tenant:

            (i)   with an insurance office or underwriters of repute;

            (ii)  against loss or damage by the Insured Risks and damage caused
                  by terrorist activity for so long as such cover remains
                  ordinarily available in the market on usual and reasonable
                  commercial terms;

            (iii) subject to such excesses as may be imposed by the insurers;


                                                               November 11, 1998
<PAGE>   17
            (iv)  in the full cost of reinstatement of the Building (in modern
                  form if appropriate) including shoring up, demolition and site
                  clearance, professional fees, VAT and allowance for building
                  cost increases;

      6.1.2 To insure against loss of the Principal Rent and the Service Charge
            and VAT thereon payable or reasonably estimated by the Landlord to
            be payable under this Lease arising from damage to the Premises by
            the Insured Risks for four years or such shorter period as the
            Landlord may reasonably require having regard to the likely period
            for reinstating the Premises;

      6.1.3 At the request and cost of the Tenant, to produce evidence of the
            terms of the insurance under this Clause 6.1 and of payment of the
            current premium;

      6.1.4 The Landlord will as soon as reasonably practicable notify the
            Tenant of any changes in its insurance cover or of the terms on
            which cover has been effected;

      6.1.5 If any part of the Building is destroyed or damaged by an Insured
            Risk, then, unless payment of the insurance moneys is refused in
            whole or part because of the act or default of the Tenant, and
            subject to obtaining all necessary planning and other consents,
            which the Landlord will use reasonable endeavours to obtain as
            quickly as reasonably practicable, to use the insurance proceeds
            (except those relating to loss of rent and fees) and any uninsured
            excess paid by the Tenant under Clause 6.2.4(ii) in reinstating the
            same (other than tenant's and trade fixtures and fittings) as
            quickly as reasonably practicable, in modern form if appropriate but
            not necessarily identical in layout and (in relation to the
            Premises) substantially as they were before the destruction or
            damage and the Landlord will make good any deficiency in the
            proceeds of the insurance out of its own resources and shall use all
            reasonable endeavours to procure that either the Tenant's interest
            is noted on its insurance policy or that such interest is otherwise
            protected by means of an "Any Other Interests" provision in such
            policy;

6.2   TENANT'S INSURANCE COVENANTS

      The Tenant covenants with the Landlord throughout the Term or until
      released pursuant to the 1995 Act as follows:

      6.2.1 To pay to the Landlord on written demand sums equal to:

            (i)   a fair and proper proportion (reasonably determined by the
                  Landlord's Surveyors) of the amount which the Landlord spends
                  on insurance pursuant to Clause 6.1.1;

            (ii)  the whole of the amount which the Landlord spends on insurance
                  pursuant to Clause 6.1.2;

      6.2.2 To give the Landlord immediate written notice on becoming aware of
            any event or circumstance which might affect or lead to an insurance
            claim;

      6.2.3 Not to do anything at the Premises which would or might prejudice or
            invalidate the insurance of the Building or the Adjoining Property
            or cause any premium for their insurance to be increased;

      6.2.4 To pay to the Landlord on written demand:


                                                               November 11, 1998
<PAGE>   18
            (i)   any increased premium and any Costs incurred by the Landlord
                  as a result of a breach of Clause 6.2.3;

            (ii)  the whole of the irrecoverable proportion of the insurance
                  moneys if the Building or any part is destroyed or damaged by
                  an Insured Risk but the insurance moneys are irrecoverable in
                  whole or part due to the act or default of the Tenant;

      6.2.5 To comply with the requirements and reasonable recommendations of
            the insurers;

      6.2.6 To notify the Landlord of the full reinstatement cost of any
            fixtures and fittings installed at the Premises at the cost of the
            Tenant which become Landlord's fixtures and fittings;

      6.2.7 Not to effect any insurance of the Premises against an Insured Risk,
            but if the Tenant effects or has the benefit of any such insurance
            the Tenant shall hold any insurance moneys upon trust for the
            Landlord and pay the same to the Landlord as soon as practicable;

6.3   SUSPENSION OF RENT

      6.3.1 If the Premises or any part thereof (or access thereto) are unfit
            for occupation and use because of damage or destruction by an
            Insured Risk then (save to the extent that payment of the loss of
            rent insurance moneys is refused due to the act or default of the
            Tenant) the Principal Rent and the Service Charge (or a fair
            proportion according to the nature and extent of the damage) shall
            be suspended until the earlier of:

            (i)   the date on which the Premises are again fit for occupation
                  and use; and

            (ii)  the expiry of the loss of rent insurance period;

            PROVIDED THAT if the Premises or the appropriate part thereof (or
            access thereto) has not been reinstated in accordance with the
            Landlord's obligation contained in Clause 6.1.5 of this Lease so as
            to render the same fit for occupation and use within four years
            after the date of the damage or destruction or if earlier by the
            date on which the said cesser of rent shall determine ("the Relevant
            Date") then either party may determine this Lease by serving one
            month's written notice on the other (such notice to expire within
            two months of the Relevant Date) whereupon this Lease shall cease
            and determine but without prejudice to any antecedent claims and all
            insurance monies received by the Landlord shall belong to it
            absolutely:

      6.3.2 If the Premises or any part thereof (or the access thereto) have
            been damaged or destroyed by an Insured Risk so as to render the
            Premises incapable of beneficial use, then the Landlord will procure
            that the Landlord's architect will produce to the Landlord and the
            Tenant a report (the "Report") as soon as reasonably practicable and
            in any event within 90 days of the date of the damage or destruction
            which shall confirm whether or not the Premises can in the
            Landlord's architect's reasonable opinion be reinstated within four
            years from the date of the damage or destruction, so as to render
            the Premises again capable of beneficial use. If the Report does not
            state that in the Landlord's architect's reasonable opinion the
            Premises can be reinstated as expressed above, then either the
            Landlord or the Tenant may within two weeks from


                                                               November 11, 1998
<PAGE>   19
            receipt of the Report terminate this Lease by giving two weeks'
            written notice thereafter following receipt of the Report.

      6.3.3 Time shall be of the essence for the purpose of Clause 6.3.2.
            Termination of this Lease pursuant to Clause 6.3.2 shall be without
            prejudice to the rights of either party against the other in respect
            of any antecedent breach of covenant.

      6.3.4 Any dispute relating to this Clause 6.3 shall be referred to
            Arbitration.

7     PROVISOS

7.1   FORFEITURE

      If any of the following events occurs:

      7.1.1 the Tenant fails to pay any of the rents payable under this Lease
            within 21 days of the due date (whether or not formally demanded);
            or

      7.1.2 the Tenant or Guarantor breaches any of its obligations in this
            Lease; or

      7.1.3 execution or distress is levied on the Tenant's goods in the
            Premises; or

      7.1.4 the Tenant or Guarantor being a company incorporated within the
            United Kingdom:

            (i)   has an Administration Order made in respect of it; or

            (ii)  passes a resolution, or the Court makes an Order, for the
                  winding up of the Tenant or the Guarantor, otherwise than a
                  member's voluntary winding up of a solvent company for the
                  purpose of amalgamation or reconstruction previously consented
                  to by the Landlord (consent not to be unreasonably withheld or
                  delayed); or

            (iii) has a receiver or administrative receiver or receiver and
                  manager appointed over the whole or any part of its assets or
                  undertaking; or

            (iv)  is struck off the Register of Companies; or

            (v)   is deemed unable to pay its debts within the meaning of
                  Section 123 of the Insolvency Act 1986; or

      7.1.5 proceedings or events analogous to those described in Clause 7.1.4
            shall be instituted or shall occur where the Tenant or Guarantor is
            a company incorporated outside the United Kingdom; or

      7.1.6 the Tenant or Guarantor being an individual:

            (i)   has a bankruptcy order made against him; or

            (ii)  appears to be unable to pay his debts within the meaning of
                  Section 268 of the Insolvency Act 1986;

      then the Landlord may re-enter the Premises or any part of the Premises in
      the name of the whole and forfeit this Lease and the Term created by this
      Lease shall immediately end, but without prejudice to the rights of the
      Landlord or the Tenant in respect of any breach of the obligations
      contained in this Lease;


                                                               November 11, 1998
<PAGE>   20
      PR0VIDED THAT the Landlord's right of re-entry shall not apply if any of
      the events contained in clause 7.1 shall occur in relation to the
      Guarantor after the Guarantor ceases to be liable under Clause 8 of and
      the Third Schedule to this Lease and FURTHER PROVIDED THAT the Landlord
      shall not exercise the right of re-entry without giving at least
      twenty-one days" prior written notice of its intention to do so to all
      mortgagees or other chargees who have registered a notice of charge with
      the Landlord;

7.2   NO COMPENSATION

      Any right for the Tenant to claim compensation from the Landlord on
      vacating the Premises or otherwise is excluded to the extent permitted by
      law;

7.3   NOTICES

      Section 196 of the Law of Property Act 1925 shall apply to any notice
      which may be served under this Lease and as if the final words of Section
      196(4) "and that service... be delivered" were deleted and replaced by
      "and that service shall be deemed to be made on the fourth working day
      after posting";

7.4   ARBITRATION

      7.4.1 Where this Lease provides for reference to Arbitration then
            reference shall be made in accordance with the Arbitration Act 1996
            to a single arbitrator of not less than ten years' qualification
            experienced in the valuation and/or letting of property similar to
            and in the locality of the Premises agreed between the Landlord and
            the Tenant, or in the absence of agreement nominated on the
            application of either party by the President for the time being of
            the Royal Institution of Chartered Surveyors;

      7.4.2 In the absence of a determination by the arbitrator as to his fees
            they shall be borne equally by the Landlord and the Tenant;

      7.4.3 If the arbitrator is ready to make his award, but is unwilling to do
            so due to the Tenant's failure to pay its share of the costs in
            connection with the award, the Landlord may serve on the Tenant a
            notice requiring the Tenant to pay such costs within 14 days, and if
            the Tenant fails to comply with such notice the Landlord may pay to
            the arbitrator the Tenant's costs and any amount so paid shall be a
            debt due forthwith from the Tenant to the Landlord;

7.5   NO IMPLIED EASEMENTS

      The grant of this Lease does not confer any rights over the Building or
      the Adjoining Property or any other property except those mentioned in
      Part I of the First Schedule, and Section 62 of the Law of Property Act
      1925 is excluded from this Lease, nor shall this Lease impose any
      restriction on the use of any property not comprised in this Lease;

7.6   PLANNING ACTS

      The Landlord does not warrant that the Permitted Use complies with the
      Planning Acts.

8     GUARANTEE

      The Guarantor covenants with the Landlord in the terms set out in the
      Third Schedule.


                                                               November 11, 1998
<PAGE>   21
9     JURISDICTION

9.1   The parties to this Lease

      9.1.1 irrevocably submit to the non-exclusive jurisdiction of the Courts
            of England and Wales to settle any disputes arising out of this
            Lease; and

      9.1.2 waive any objection to any legal action or proceedings in such court
            on the grounds of venue or that it is an inconvenient or
            inappropriate forum;

9.2   The bringing of any legal action or proceedings in any jurisdiction shall
      not preclude the person bringing such action from bringing any such legal
      action or proceedings in any other jurisdiction.

      EXECUTED by the parties as a DEED the day and year first before written.



                               The First Schedule

                    Part I - Easements and Other Rights granted

      There are granted to the Tenant (in common with others authorised by the
      Landlord):

1     The right to use the relevant Common Parts for access to and from and for
      the delivery of goods to and from the Premises and for the purposes for
      which they are designated;

2     Free and uninterrupted use of all existing and future Conduits which are
      in the Building and serve the Premises, subject to the Landlord's rights
      to re-route the same PROVIDED THAT any new route shall not materially and
      adversely affect the Tenant's use and occupation of the Premises;

3     The right to support and protection from the remainder of the Building;

4     The right to enter the Building excluding the Lettable Units as necessary
      (with or without workmen and equipment) to perform Clause 4.6 (repair) on
      reasonable prior written notice to the Landlord (except in the case of
      emergency when subject to the rights of the occupiers thereof no notice
      need be given), subject to causing as little inconvenience as practicable
      and complying with conditions reasonably imposed by the Landlord and
      making good all damage caused;

5

5.1   The right to maintain a sign giving the name of the Tenant or other
      permitted occupier and its location within the Building on the name board
      in the entrance lobby of the Building;

5.2   The right to erect and maintain a sign in keeping with the style of the
      Building (of a size and design first approved by the Landlord such
      approval not to be unreasonably withheld or delayed) giving the name of
      the Tenant or other permitted occupiers of the Premises in or adjacent to
      the entrance to the Premises;

6     The right to use such areas of the Building as the Landlord from time to
      time designates for plant and equipment serving only the Premises (subject
      to approval under Clause 4.14.2);


                                                               November 11, 1998
<PAGE>   22
7     The right to park two motor cars in spaces in the basement car park of the
      Building as may from time to time be designated by the Landlord and the
      right to use the Car Lifts for the purposes of access to and egress from
      such car park subject to reasonable conditions made from time to time by
      the Landlord as to such use and it is agreed that initially spaces
      numbered 5 and 6 in the car park shall be designated for use by the
      Tenant;

8     The right to install and use plant and equipment (including chillers and
      an aerial) together with ancillary conducting media on the roof of the
      Building in connection with the use of the Premises in accordance with the
      provisions of this Lease Provided that the approval of the Landlord shall
      be required for the (i) design (ii) manner of affixation and (iii)
      position of the plant and equipment (such approval not to be unreasonably
      withheld or delayed) and the Tenant's right shall be exercised subject to
      such other reasonable requirements as the Landlord shall reasonably
      require. Provided further that the Tenant shall exercise such right in a
      reasonable manner and cause as little inconvenience as reasonably
      practicable and shall promptly make good all damage caused by such
      exercise;

9     The right to enter upon the roof of the Building for the purpose of
      maintaining repairing renewing and removing the said plant and equipment
      Provided that the Tenant shall exercise such right in a reasonable manner
      and cause as little inconvenience as reasonably practicable and shall
      promptly make good all damage caused by such exercise;

                      PART II - EXCEPTIONS AND RESERVATIONS

      There are excepted and reserved to the Landlord and to others authorised
      by the Landlord:

1     The right to carry out any building, rebuilding, alteration or other works
      to the Building and the Adjoining Property (including the erection of
      scaffolding) provided that there is no unreasonable interference with
      light and air enjoyed by the Premises; Provided That access to and egress
      from the Premises shall be available at all times Provided Further that
      the Landlord shall cause (and procure that those exercising the right on
      its behalf cause) as little damage and interference as is reasonably
      practicable to the Premises and the business carried on at the Premises
      and as soon as reasonably practicable make good any damage to the Premises
      that may be caused

2     Free and uninterrupted use of and access to all existing and future
      Conduits and meters which are in the Premises and serve the Building or
      the Adjoining Property;

3     Rights to enter on the Premises for the purposes referred to in Clause
      4.22;

4     The right of support and protection for other parts of the Building;

5     Access to windows of the Premises for the purpose of carrying out external
      cleaning of the glass and frames thereof;

6     The right (in case of fire or other emergency only but including
      evacuation drills) to use any fire corridor constructed in the
      sub-basement in the approximate position shown by the letters "X" and "Y"
      on the sub-basement plan annexed hereto.

                             PART III - ENCUMBRANCES

      Any and all matters contained and referred to in the registers of Title
      Number NGL441887


                                                               November 11, 1998
<PAGE>   23
                               THE SECOND SCHEDULE

                                   RENT REVIEW

1     In this Schedule:

1.1   REVIEW DATE means each of the Rent Review Dates mentioned in the
      Particulars, and RELEVANT REVIEW DATE shall be interpreted accordingly;

1.2   RACK RENTAL VALUE means the annual rent (exclusive of VAT) at which the
      Premises might reasonably be expected to be let in the open market at the
      Relevant Review Date

      ASSUMING

      1.2.1 the letting is on the same terms as those contained in this Lease
            but subject to the following qualifications:

            (i)   the term shall commence on the Relevant Review Date and be the
                  residue of the Contractual Term remaining at the Relevant
                  Review Date or 10 years (whichever is the longer);

            (ii)  the amount of the Principal Rent shall be disregarded, but it
                  shall be assumed that the Principal Rent is subject to review
                  on the terms of and at the same intervals as the Principal
                  Rent under this Lease;

      1.2.2 the Premises are available to let as a whole, with vacant
            possession, by a willing landlord to a willing tenant, without a
            premium;

      1.2.3 the Premises are ready, fit and available for immediate occupation
            and use for the Permitted Use;

      1.2.4 all the obligations on the part of the Landlord and the Tenant
            contained in this Lease have been fully performed and observed;

      1.2.5 no work has been carried out to the Premises which has reduced the
            rental value of the Premises (except for work carried out as a
            result of compliance with clause 4.18);

      1.2.6 if the whole or any part of the Premises or the Building or its
            services has been destroyed or damaged it has been fully reinstated;

      1.2.7 the Landlord's Works as defined in a Licence to Alter of even date
            made between the parties to this Lease were carried out by and at
            the expense of the Landlord;

      1.2.8 that part of the Basement Space shown edged green hatched mauve on
            the annexed basement plan shall be capable of use as either (a) four
            motor vehicle parking spaces or (b) as storage and/or plant rooms
            whichever shall produce the higher annual rental value;

      BUT DISREGARDING

      1.2.9 any goodwill attached to the Premises by reason of any business
            carried on there;

      1.2.10 any effect on rent of the fact that any Tenant and any undertenant
            is or has been in occupation of the Premises;


                                                               November 11, 1998
<PAGE>   24
      1.2.11 any effect on rent of any improvements at the Premises made with
            the Landlord's written consent by the Tenant or any undertenant,
            except improvements carried out pursuant to an obligation to the
            Landlord or at the expense of the Landlord;

      1.2.12 the Tenant's Works as defined in the Licence to Alter referred to
            in paragraph 1.2.7;

      PROVIDED THAT the Rack Rental Value shall be that which would be payable
      after the expiry of any rent free period or concessionary rent period for
      fitting out (or the receipt of any contribution to fitting out works or
      other inducement in lieu thereof) which might be given on a letting of the
      Premises, so that no discount reduction or allowance is made to reflect
      (or compensate the tenant for the absence of) any such rent free or
      concessionary rent period or contribution or other inducement;

1.3   REVISED RENT means the new Principal Rent following each Rent Review Date
      pursuant to paragraph 2 of the Second Schedule.

2     The Principal Rent shall be reviewed on each Review Date to the higher of:

2.1   the Principal Rent payable immediately before the Relevant Review Date
      (disregarding any suspension or abatement of the Principal Rent); and

2.2   the Rack Rental Value on the Relevant Review Date agreed or determined in
      accordance with this Lease.

3     The Rack Rental Value at any Review Date shall be:

3.1   agreed in writing between the Landlord and the Tenant; or

3.2   determined by Arbitration on the application of either Landlord or Tenant
      at any time after the Relevant Review Date;

4     If a Revised Rent is not agreed or determined by the Relevant Review Date:

4.1   the Principal Rent payable immediately before the Relevant Review Date
      shall continue to be payable until the Revised Rent is ascertained;

4.2   when the Revised Rent is ascertained:

      4.2.1 the Tenant shall pay within 14 days of ascertainment:

            (i)   any difference between the Principal Rent payable immediately
                  before the Relevant Review Date and the Principal Rent which
                  would have been payable had the Revised Rent been ascertained
                  on the Relevant Review Date ("the Balancing Payment"); and

            (ii)  interest on the Balancing Payment or the relevant part or
                  parts thereof at Base Rate from the date or dates when the
                  Balancing Payment or the relevant part or parts would have
                  been payable had the Revised Rent been ascertained on the
                  Relevant Review Date;

      4.2.2 the Landlord and Tenant shall sign and exchange a memorandum
            recording the agreed amount of the Revised Rent.

5     If at any Relevant Review Date the operation of the rent review provisions
      in this Lease, or the normal collection and retention by the Landlord of
      any increase in the rent is prohibited or modified, the Landlord may elect
      within six months of the relaxation of such

                                                               November 11, 1998

<PAGE>   25
      prohibition or modification that the day after the date on which any such
      prohibition or modification is relaxed shall be substituted for the
      Relevant Review Date.

6     Time shall not be of the essence for the purposes of this Schedule except
      in respect of paragraph 5.

                               THE THIRD SCHEDULE

                                    GUARANTEE

1     The Guarantor covenants with the Landlord as principal debtor that:

1.1   for a period of three years from and including the date of this Lease or
      (if earlier) until the Tenant is released from its covenants pursuant to
      the 1995 Act:

      1.1.1 The Tenant will pay the rents reserved by and perform its
            obligations contained in this Lease;

      1.1.2 The Guarantor will indemnify the Landlord on demand against all
            Costs arising from any default of the Tenant in paying the rents and
            performing its obligations under this Lease;

1.2   the Tenant will perform its obligations under any authorised guarantee
      agreement that it gives with respect to the performance of any of the
      covenants and conditions in this Lease.

2     The liability of the Guarantor shall not be affected by:

2.1   Any time given to the Tenant or any failure by the Landlord to enforce
      compliance with the Tenant's covenants and obligations;

2.2   The Landlord's refusal to accept rent at a time when it would or might
      have been entitled to re-enter the Premises;

2.3   Any variation of the terms of this Lease;

2.4   Any change in the constitution, structure or powers of the Guarantor the
      Tenant or the Landlord or the administration, liquidation or bankruptcy of
      the Tenant or Guarantor;

2.5   Any act which is beyond the powers of the Tenant;

2.6   The surrender of part of the Premises;

2.7   The transfer of the reversion expectant on the Term;

2.8   Any other act or thing by which (but for this provision) the Guarantor
      would have been released apart from an express deed of release.

3     Where two or more persons have guaranteed obligations of the Tenant the
      release of one or more of them shall not release the others.

4     The Guarantor shall not be entitled to participate in any security held by
      the Landlord in respect of the Tenant"s obligations or stand in the
      Landlord's place in respect of such security.

5     If this Lease is disclaimed, and if the Landlord within 6 months of the
      disclaimer requires in writing, the Guarantor will enter into a new lease
      of the Premises at the cost of the Guarantor on the terms of this Lease
      (but as if this Lease had continued and so that any outstanding matters
      relating to rent review or otherwise shall be determined as between


                                                               November 11, 1998
<PAGE>   26
      the Landlord and the Guarantor) for the residue of the Contractual Term
      from and with effect from the date of the disclaimer.

6     If this Lease is forfeited and if the Landlord within 6 months of the
      forfeiture requires in writing the Guarantor will (at the option of the
      Landlord):

6.1   enter into a new lease as in paragraph 5 above with effect from the date
      of the forfeiture; or

6.2   pay to the Landlord on demand an amount equal to the moneys which would
      otherwise have been payable under this Lease until the earlier of 6 months
      after the forfeiture and the date on which the Premises are fully relet.

                               THE FOURTH SCHEDULE

                                 SERVICE CHARGE

               PART I - CALCULATION AND PAYMENT OF THE SERVICE CHARGE

1     In this Schedule unless the context otherwise requires:

1.1   ACCOUNTING DATE means 25 March in each year or such other date as the
      Landlord notifies in writing to the Tenant from time to time;

1.2   ACCOUNTING YEAR means the period from but excluding one Accounting Date to
      and including the next Accounting Date;

1.3   ESTIMATED SERVICE CHARGE means the Landlord's Surveyor's reasonable and
      proper estimate of the Service Charge for the Accounting Year notified in
      writing to the Tenant from time to time;

1.4   SERVICE COST means all proper costs of the services and expenses set out
      in Part II of this Schedule relating to the Building (including a fair
      proportion of any costs incurred in relation to the Building) (including
      irrecoverable VAT);

1.5   TENANT'S SHARE means the percentages shown in Part (II)(c) of this
      Schedule or such other reasonable and proper percentages as shall be
      notified to the Tenant from time to time by the Landlord.

2     The Service Charge shall be the Tenant's Share of the Service Cost in
      respect of each Accounting Year, and if only part of an Accounting Year
      falls within the Term the Service Charge shall be the Tenant's Share of
      the Service Cost in respect of the relevant Accounting Period divided by
      365 and multiplied by the number of days of the Accounting Year within the
      Term.

3     The Landlord shall have the right (acting in the interest of good estate
      management) to adjust the Tenant's Share to make reasonable allowances for
      differences in the services provided to or enjoyable by the Lettable
      Units.

4     The Tenant shall pay the Estimated Service Charge for each Accounting Year
      to the Landlord in advance by equal instalments on the Quarter Days, (the
      first payment for the period from and including the date of this Lease to
      (but excluding) the next Quarter Day to be made on the date of this Lease;
      and

4.1   If the Landlord's Surveyor does not notify an estimate of the Service
      Charge for any Accounting Year the Estimated Service Charge for the
      preceding Accounting Year shall apply; and


                                                               November 11, 1998
<PAGE>   27
4.2   Any adjustment to the Estimated Service Charge after the start of an
      Accounting Year shall adjust the payments on the following Quarter Days
      equally.

5     As soon as practicable after the end of each Accounting Year the Landlord
      shall serve on the Tenant a summary of the Service Cost and a statement of
      the Service Charge certified by the Landlord's Surveyor, which shall be
      conclusive (save in the case of manifest error).

6     The difference between the Service Charge and the Estimated Service Charge
      for any Accounting Year (or part) shall be paid by the Tenant to the
      Landlord within fourteen days of the date of receipt by the Tenant of the
      statement for the Accounting Year, or allowed against the next Estimated
      Service Charge payment, or after the expiry of the Term refunded to the
      Tenant as soon as reasonably practicable thereafter.

7     The Tenant shall be entitled by appointment to inspect the accounts
      relating to the Service Cost and supporting vouchers and receipts at such
      location as the Landlord reasonably directs and at the Tenant's expense
      take copies of them.

                         PART II(A) ALL TENANTS SERVICES

1     REPAIR TO THE BUILDING (INCLUDING CONDUITS)

      Repair, renewal, decoration, clearing and maintenance of:

1.1   the foundations, roof, exterior and structure of the Building;

1.2   Conduits plant and equipment (which are not the responsibility of any
      tenants of the Building) but excluding the lifts.

2     WATER SERVICES

2.1   Procuring water and sewerage services.

3     INSURANCES

3.1   Insurance against property owners' employers' and third party liability.

3.2   Professional Valuations for insurance purposes (but not more than once in
      any three year period).

3.3   Any uninsured excesses to which the Landlord's insurance may be subject.

4     STATUTORY REQUIREMENTS

4.1   All existing and future rates, taxes, charges, assessments and outgoings
      payable to any competent authority or for utilities except in respect of
      the Lettable Units and those car parking spaces in the Building not
      demised by this Lease or capable of being used by the Tenant pursuant to
      this Lease.

4.2   Complying with or making representations against or contesting the effect
      of any legislation order or statutory requirements.


                                                               November 11, 1998
<PAGE>   28
5     FEES AND MANAGEMENT CHARGES

5.1   Managing agents' fees and disbursements (not exceeding 10% of the Service
      Cost (excluding this paragraph)) or if the Landlord itself manages the
      Building a fee of 10% of the Service Cost (excluding this paragraph) but
      for the purposes of this paragraph 5.1. Service Cost shall be limited to
      the Services set out in this Part II(A) of the Fourth Schedule.

5.2   Reasonable fees and disbursements of accountants, surveyors, engineers,
      solicitors and others in connection with the provision of the Services as
      set out in this Part II(A) of route the Fourth Schedule and the
      administration of the Service Charge as set out in this Part II(A) of the
      Fourth Schedule.

6     MISCELLANEOUS ITEMS

6.1   Leasing or hiring any machinery and equipment used in connection with the
      provision of the Services.

6.2   Providing any other Services which the Landlord reasonably deems
      appropriate in accordance with good estate management.

                            PART II(B) OFFICE TENANTS

1     REPAIRS TO THE LIFTS IN THE BUILDING

      Repair renewal, decoration, cleaning and maintenance of the lifts and all
      lift machinery in the Building.

2     COMMON PARTS

2.1   Repair, renewal, decoration, cleaning, maintenance and lighting of and the
      provision of electricity to the Common Parts;

2.2   Furnishing, carpeting and equipping the Common Parts but for the avoidance
      of doubt excluding the cost of initial provision of furnishing carpeting
      and equipment;

2.3   Cleaning the outside of all external windows;

2.4   Providing and maintaining reasonable numbers of plants or floral displays
      in the Common Parts;

2.5   Providing refuse bins and operating a refuse storage and collection
      service;

2.6   Providing signs, nameboards and other notices within the Common Parts;

2.7   Procuring of a maintenance contract for the revolving doors at the
      entrance to the Building.

3     HEATING ETC SERVICES

3.1   Providing heating, air conditioning and ventilation other than to the
      Lettable Units to such standards and between such hours as the Landlord
      reasonably decides;

3.2   Maintaining and repairing of the air conditioning and ventilation plant
      and machinery;

4     FIRE FIGHTING AND SECURITY


                                                               November 11, 1998
<PAGE>   29
4.1   Provision, operation, repair, renewal, cleaning and maintenance of:

      4.1.1 fire alarms, sprinkler systems, fire prevention and fire fighting
            equipment and ancillary apparatus except in the Lettable Units;

      4.1.2 security alarms, apparatus and systems as the Landlord reasonably
            considers appropriate.

5     INSURANCES

5.1   Engineering insurances for all Landlord's plant and machinery.

6     FEES AND MANAGEMENT CHARGES

6.1   Managing agents' fees and disbursements (not exceeding 10% of the Service
      Cost excluding this paragraph)) or if the Landlord itself manages the
      Building a fee of 10% of the Service Cost (excluding this paragraph) but
      for the purposes of this paragraph 6.1 Service Cost shall be limited to
      the Services set out in this Part II (B) of the Fourth Schedule;

6.2   Reasonable fees and disbursements of accountants, surveyors, engineers,
      solicitors and others in connection with the provision of the Services set
      out in this Part II(B) of the Fourth Schedule and the administration of
      the Service Charge as set out in this Part II(B) of the Fourth Schedule.

7     STAFF

      Providing staff (which shall for the avoidance of doubt include but not be
      limited to the provision of a Building manager) in connection with the
      Services and the general management, operation and security of the
      Building and all other incidental expenditure including but not limited
      to:

7.1   salaries, National Health Insurance, pension and other payments
      contributions and benefits;

7.2   uniforms, special clothing, tools and other materials for the proper
      performance of the duties of any such staff;

7.3   providing furnished and equipped premises and accommodation within the
      Building and other reasonable facilities for staff.

8     OTHER SERVICES

      Providing any other services which the Landlord reasonably deems
      appropriate in accordance with good estate management.

9     RESERVES

      Establishing and maintaining reserves to meet the future costs (as from
      time to time reasonably estimated by the Landlord's Surveyor) of providing
      the Landlord's plant and machinery ("the Sinking Fund") after the initial
      letting of all of the ground and upper floors of the Building by the
      Landlord and all of the initial tenants in the office accommodation in the
      Building have agreed to contribute to the Sinking Fund.

10    MISCELLANEOUS


                                                               November 11, 1998
<PAGE>   30
10.1  PROVIDED always that the service charge payable by the Tenant pursuant to
      the provisions of this Lease shall specifically exclude the following
      items:

      10.1.1 Sums properly recoverable only from other tenants in the building
            by way of service charge;

      10.1.2 Any expenditure in respect of any part of the Building for which
            any other tenant shall be wholly responsible or relating to any part
            of the Building which is intended to be let and is unlet;

      10.1.3 Any fees and expenses attributable to the collection of principal
            rent or the cost relating to the recovery of unpaid service charge
            from the Tenant or other occupiers of the Building;

      10.1.4 The cost of the review of principal rent and the letting and
            re-letting of any parts of the Building;

      10.1.5 The cost and expenses of repairing or making good any damage caused
            by an Insured Risk except for any irrecoverable excess or except
            where such damage is caused by any act or default of the Tenant.

                    PART II(C) - SERVICES CHARGE PERCENTAGES

33.51% in respect of the Services set out in Part II(A)

37.98% in respect of the Services set out in Part II(B)

THE COMMON SEAL of               )           L S
CORSTON HOLDINGS                 )           Corston Holdings Limited
LIMITED was hereunto             ) 
affixed to this Deed in the      )
presence of:                     )



Director


Secretary

                                                               November 11, 1998