<PAGE>
                                                                   EXHIBIT 10.56

                            DATED 10 September, 2001

                                             We hereby certify this to be a true
                                             copy of the original document.
                                             Dated 10/10/01
                                                        /s/ Eversheds
                                             -----------------------------------
                                             Eversheds



                            PARABOLA ESTATES LIMITED
                                       and
                         REFLECTIONS INTERACTIVE LIMITED




                                      LEASE


      of Premises on the fifth and sixth floors of the Building, known as
           Central Square South, Orchard Street, Newcastle upon Tyne


                                    [LOGO]
                                   DICKINSON
                                 DEES Law Firm
          St Ann's Wharf, 112 Quayside, Newcastle upon Tyne, NE99 1SB.
                 Telephone (0191) 279 9000  Fax (0191) 279 9100
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                                    CONTENTS

1.   Particulars ............................................................  1

2.   Definitions And Interpretation .........................................  2

3.   Demise ................................................................. 12

4.   Tenant's Covenants ..................................................... 12

5.   Landlord's Covenants ................................................... 32

6.   Insurance .............................................................. 33

7.   Guarantor's Covenants .................................................. 39

8.   Provisos ............................................................... 42

9.   Break Clause ........................................................... 44

10.  Landlord And Tenant (Covenants) Act 1995 ............................... 44

11.  Rights Of Third Parties ................................................ 44

First Schedule .............................................................. 45

Second Schedule ............................................................. 47

Third Schedule .............................................................. 49

Fourth Schedule ............................................................. 57

Fifth Schedule .............................................................. 58
<PAGE>
HEAD LEASE OF PART: DATED

1.  PARTICULARS

1.1  LANDLORD:                PARABOLA ESTATES LIMITED (CRN 3540618)
                              whose Registered Office is situate at The Old
                              Vicarage Matfen Northumberland NE20 0RS

1.2  TENANT:                  REFLECTIONS INTERACTIVE LIMITED (CRN 3545385)
                              of Hanover House 14 Hanover Square London W12S 1HP

1.3  GUARANTOR:               None

1.4  BUILDING:                ALL THAT land shown for the purpose of
                              identification only edged red on Plan No. 1 and
                              the building erected thereon known as Central
                              Square South, Orchard Street, Newcastle upon Tyne

1.5  PREMISES:                the premises on the fifth and sixth floors of the
                              Building more particularly delineated on Plan
                              Numbers 2 and 3 and thereon shown edged red
                              comprising approximately 23,285 square feet

1.6  TERM COMMENCEMENT DATE:  20 August 2001

1.7  CONTRACTUAL TERM:        Ten (10) years commencing on the Term
                              Commencement Date and expiring on 19 August 2011

1.8  RENT COMMENCEMENT DATE:  20 November 2001

1.9  INITIAL RENT:            (Pound Sterling) 454,057.50 (four fifty four
                              thousand fifty seven Pounds, 50p)
                              (ie at Pound Sterling 19.50 per square foot)

1.10 REVIEW DATES:            The fifth anniversary of the Term Commencement
                              Date and the penultimate day of the Term and
                              "Review Date" means any one of the Review Dates

1.11 INTEREST RATE:           3% per year above the base lending rate of Lloyds
                              TSB Bank Plc or such other bank (being a member
                              of the Committee of London and Scottish Bankers)
                              as the Landlord may from time to time nominate in
                              writing and "Interest" means interest during the
                              period from the date on which payment is due to


                                       1

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                                        the date of payment both before and
                                        after any judgement at the Interest Rate
                                        then prevailing from time to time or
                                        (should the base lending rate referred
                                        to above cease to exist) such other rate
                                        of interest as is most closely
                                        comparable with the Interest Rate to be
                                        agreed between the parties or in default
                                        of agreement to be determined by the
                                        Landlord's Surveyor acting as an expert
                                        and not as an arbitrator

    1.12  PERMITTED USER:               Use as offices and for a sound recording
                                        studio

    1.13  INTERIOR DECORATING YEAR      The fifth year of the Term

2.  DEFINITIONS AND INTERPRETATION

    2.1   Unless the context otherwise requires the expressions defined in
          clauses 1 and 2 hereof shall have the meanings specified in this
          Lease

          2.1.1  "Basic Rent"           means the Initial Rent and rent
                                        ascertained in accordance with the Third
                                        Schedule and (where the context so
                                        admits) shall also include any rent the
                                        amount of which is determined by the
                                        court under Section 24A of the 1954 Act

          2.1.2  "Common Parts"         means such entrances (including the
                                        atrium of the Building) passages fire
                                        escape ways staircases service roads
                                        service yards forecourts footpaths
                                        ground floor lavatories plant rooms bin
                                        stores/compounds and other areas of the
                                        Building from time to time provided for
                                        the common use of tenants occupiers
                                        visitors or any of them and connecting
                                        the Building to the Parking Areas (other
                                        than such parts as are maintainable at
                                        the public expense) but excluding any
                                        such other areas which are from time to
                                        time designated by the Landlord for use
                                        by individual tenants or licensees


2.1.3  "Connected Person"               means any person firm or company which
                                        is connected with the Tenant as defined
                                        in Section

                                       2

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                                           839 of the Income & Corporation
                                           Taxes Act 1988

         2.1.4    "Conducting Media"       means all pipes sewers drains mains
                                           ducts conduits gutters watercourses
                                           wires cables channels flues masts
                                           aerials and all other conducting
                                           media and includes any fixings
                                           louvres cowls and other ancillary
                                           apparatus

         2.1.5    "Development"            has the meaning given by Section 55
                                           of the Town and Country Planning
                                           Act 1990

         2.1.6    "External Car Parking    means the licence relating to the
                  Licence"                 External Car Parking Spaces to be
                                           granted by the Landlord to the
                                           Tenant (and executed by the parties
                                           hereto immediately after the
                                           execution of this Lease)

         2.1.7    "External Car Parking    means an initial number of 21 (twenty
                  Spaces"                  one) external car parking spaces the
                                           subject of the External Car Parking
                                           Licence

         2.1.8    "Facilities"             means such systems and facilities
                                           as may from time to time be
                                           provided for the amenity of the
                                           Building including (but not limited
                                           to) security and surveillance
                                           systems fire alarm and prevention
                                           equipment sprinklers heating
                                           ventilation and air conditioning
                                           equipment planted and landscaped
                                           areas and communication facilities

         2.1.9    "Group Company"          means a company that is a member of
                                           the same group as the Landlord or
                                           the Tenant (as the case may
                                           require) within the meaning of
                                           Section 42 of the 1954 Act in the
                                           form of that section as it exists
                                           at the date of this Lease

         2.1.10   "Guarantor"              means the person named as such in
                                           this Lease for so long as that
                                           person remains bound by the
                                           covenants on its part contained in
                                           this Lease or any other person who
                                           has entered into covenants with the
                                           Landlord pursuant to clause 7 for
                                           so long as


                                        3
<PAGE>
                                       such person remains bound by them

2.1.11 "Independent Surveyor"          means a professionally qualified
                                       independent surveyor with substantial
                                       experience of lettings similar to the
                                       letting effected by this Lease to be
                                       appointed by the parties or in the
                                       absence of agreement by the President
                                       pursuant to paragraph 2 of the Third
                                       Schedule

2.1.12 "Insurance Rent"                means the amounts payable by the Tenant
                                       to the Landlord pursuant to clause 6

2.1.13 "Insured Risks"                 means such of the risks hereinafter
                                       specified for which insurance cover is
                                       from time to time available at
                                       commercial rates and upon reasonable
                                       terms from a reputable insurance company
                                       in the insurance market in England
                                       namely:

                                       loss or damage by fire (other than where
                                       caused by terrorism) lightning explosion
                                       (other than where caused by terrorism)
                                       earthquake storm tempest flood bursting
                                       or overflowing of water tanks apparatus
                                       and pipes impact aircraft riot civil
                                       commotion labour disturbances and
                                       malicious persons  and including (at the
                                       option of the Landlord) fire and
                                       explosion caused by terrorism and such
                                       other risks (if any) against which the
                                       Landlord may reasonably consider it
                                       necessary to insure from time to time;
                                       and PROVIDED ALWAYS that if the Landlord
                                       is unable to effect insurance against
                                       any one or more of these risks at
                                       commercial rates and upon reasonable
                                       terms (after having used its reasonable
                                       endeavours to effect such insurance)
                                       such risk or risks will for the purposes
                                       of this Lease be deemed to be excluded
                                       from the definition of "Insured Risks"
                                       and the Landlord shall notify the Tenant
                                       of that fact as




                                       4
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                                             soon as is practicable

         2.1.14   "Internal Car Parking      means the licence relating to the
                  Licence"                   Internal Car Parking Spaces to be
                                             granted by the Landlord to the
                                             Tenant (and executed by the parties
                                             hereto immediately after the
                                             execution of this Lease)

         2.1.15   "Internal Car Parking      means an initial number of 3
                  Spaces"                    (three) internal car parking spaces
                                             the subject of the Internal Car
                                             Parking Licence

         2.1.16   "Landlord"                 (wherever the context so admits)
                                             means the person for the time being
                                             entitled to the reversion
                                             immediately expectant on the
                                             determination of the Term and any
                                             reference to any superior landlord
                                             includes the Landlord's immediate
                                             reversioner and any superior
                                             landlord

         2.1.17   "Landlord's Surveyor"      means any professionally qualified
                                             person or firm appointed by the
                                             Landlord to perform any of the
                                             functions of a surveyor under the
                                             Lease (excluding those to be
                                             carried out by the Independent
                                             Surveyor) such person may include
                                             an employee of the Landlord or a
                                             Group Company and include the
                                             person or firm appointed by the
                                             Landlord to collect the Rents.

         2.1.18   "Parking Areas"            means together those areas set
                                             aside by the Landlord for the
                                             purposes of car parking by tenants
                                             licensees and occupants of the
                                             Units and referred to in the
                                             External Car Parking Licences and
                                             the Internal Car Parking Licences
                                             in each case as the Car Park

         2.1.19   "Parking Rent"             means together the sums defined in
                                             the External Car Parking Licence
                                             and the Internal Car Parking
                                             Licence as the Licence Fee

         2.1.20   "Particulars"              means the description and terms
                                             appearing under the heading
                                             "Particulars" in this Lease and the


                                       5
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                                             Particulars are deemed to comprise
                                             part of this Lease

         2.1.21   "Plan No. 1"               means the plan annexed hereto
                                             marked "Plan No. l"

         2.1.22   "Plan No. 2"               means the plan annexed hereto
                                             marked "Plan No. 2"

         2.1.23   "Plan No. 3"               means the plan annexed hereto
                                             marked "Plan No. 3"

         2.1.24   "Planning Acts"            means the Town and Country Planning
                                             Act 1990 the Planning (Listed
                                             Buildings and Conservation Areas)
                                             Act 1990 the Listed Buildings Act
                                             1990 the Planning (Hazardous
                                             Substances) Act 1990 the Planning
                                             (Consequential Provisions) Act 1990
                                             the Planning and Compensation Act
                                             1991 and includes any other
                                             applicable town and country
                                             planning legislation

         2.1.25   "Premises"                 means together the premises firstly
                                             and secondly described in clause
                                             1.5 and includes

                                             (a)  all additions and improvements
                                                  to the Premises

                                             (b)  all the Landlord's fixtures
                                                  and fittings and all other
                                                  fixtures of every kind which
                                                  shall from time to time be in
                                                  or upon the Premises (whether
                                                  originally affixed or fastened
                                                  to or upon the Premises or
                                                  otherwise) except any trade or
                                                  other fixtures installed by
                                                  the Tenant which can be
                                                  removed from the Premises
                                                  without causing material
                                                  damage to the Premises but for
                                                  the avoidance of doubt no
                                                  areas outside the boundaries
                                                  of the walls floor and the
                                                  ceiling are included in the
                                                  Premises (without prejudice to
                                                  any rights expressly granted
                                                  to the Tenant under this


                                       6
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                                                  Lease)

                                             (c)  any internal non-structural
                                                  walls within the Premises the
                                                  internal faces (including the
                                                  plaster paint and other
                                                  decorative finishes thereof
                                                  but not any other part) of the
                                                  load bearing walls which
                                                  enclose the Premises and of
                                                  the walls within the Premises

                                             (d)  the screed and finish (but not
                                                  any other part) of the floors
                                                  within the Premises and all
                                                  carpets therein and of the
                                                  balcony area which for the
                                                  avoidance of doubt means the
                                                  surface finish and screed of
                                                  the Balcony (but not the
                                                  structural parts of it or the
                                                  railings) and, in respect of
                                                  the roof garden, the soil,
                                                  gravel, paving, infill,
                                                  plants, grass, ornaments and
                                                  garden fixtures (but not the
                                                  structure of the roof of the
                                                  Building or any waterproof
                                                  membrane cladding or layer
                                                  above within or below the same
                                                  or any railings around the
                                                  edge of the Roof Garden)

                                             (e)  the internal faces (including
                                                  the tiles plaster paint and
                                                  other decorative finishes
                                                  thereof but not any other
                                                  part) of the ceilings of the
                                                  Premises and all light
                                                  fittings therein

                                             (f)  all windows window frames and
                                                  all glass in the windows
                                                  within the Premises

                                             (g)  all doors door furniture door
                                                  frames and glass in such doors
                                                  within the Premises

                                             (h)  all Conducting Media and
                                                  Facilities but only to the
                                                  extent that they are within
                                                  and exclusively serve the
                                                  Premises

                                             (i)  any raised floors and
                                                  suspended ceilings within the
                                                  Premises and all Conducting


                                       7
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                                                  Media within the voids under
                                                  or above the same (as the case
                                                  may be) which exclusively
                                                  serve the Premises

                                             (j)  internal staircases (and the
                                                  void under or above) leading
                                                  from the fifth floor to the
                                                  sixth floor of the Building

                                             (k)  the balcony area and roof
                                                  garden on the sixth floor

                                             and references to "Premises" in the
                                             absence of any indication to the
                                             contrary include references to each
                                             and any part of the Premises

         2.1.26   "Regulations"              means the regulations from time to
                                             time published by the Landlord
                                             governing the use of the Building
                                             and the Parking Areas by tenants
                                             licensees and other occupants of
                                             Units

         2.1.27   "Rents"                    means together the Basic Rent the
                                             Insurance Rent the Service Charge
                                             and the Parking Rent

         2.1.28   "Retained Property"        means all parts of the Building
                                             which are not from time to time
                                             Units including but not limited to:

                                             (a)  the Common Parts

                                             (b)  Conducting Media and
                                                  Facilities within or serving
                                                  the Building except those
                                                  within and exclusively serving
                                                  a Unit

                                             (c)  all parts of the structure
                                                  walls foundation and roof of
                                                  the Building (except the Roof
                                                  Garden above the structure of
                                                  the roof) which would remain
                                                  undemised if all Units were
                                                  let on the same basis as the
                                                  Premises



         2.1.29   "Service Charge"           means the sums payable by the
                                             Tenant in respect of the provision
                                             of the Services (as defined in the
                                             Fifth Schedule) ascertained in
                                             accordance with the


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                                             Fifth Schedule

         2.1.30   "Tenant"

                                             (wherever the context so admits)
                                             means the persons for the time
                                             being entitled to the Term

         2.1.31   "Term"                     means the Contractual Term

         2.1.32   "Terminating Event"        means any of the following:

                                             (a)  in relation to an individual

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

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

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

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

                                             (b)  in relation to a company:

                                                  (i)  the making of an
                                                       administration order in
                                                       respect of the company or
                                                       the presentation of a
                                                       petition for such an
                                                       order

                                                  (ii) any person becoming
                                                       entitled to exercise in
                                                       relation to the company
                                                       the powers conferred on
                                                       an administrative
                                                       receiver

                                                  (iii) an order being made or a
                                                       resolution


                                       9
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                                                       passed to wind up the
                                                       company save that a
                                                       resolution to wind up the
                                                       company whilst solvent as
                                                       part of reconstruction or
                                                       amalgamation shall not
                                                       constitute a Terminating
                                                       Event

                                                  (iv) a provisional liquidator
                                                       being appointed in
                                                       respect of the company

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

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

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

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

                                                  (iii) any distress or
                                                       execution being levied
                                                       (except by or on behalf
                                                       of the Landlord) on any
                                                       of the person's assets

                                                  (iv) that person ceasing for
                                                       any reason to be or
                                                       remain liable to perform
                                                       its obligations contained
                                                       in this Lease

         2.1.33   "Unit"                     means an individual office unit of
                                             accommodation that is let or
                                             otherwise exclusively occupied or
                                             designed or intended for letting or
                                             exclusive occupation otherwise than
                                             in connection with management of
                                             the Building

         2.1.34   "1954 Act"                 means the Landlord and Tenant Act
                                             1954


                                       10
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         2.2      If at any time the Landlord the Tenant or any Guarantor
                  comprises two or more persons obligations expressed or implied
                  to be made by the Landlord the Tenant or the Guarantor as the
                  case may be are deemed to be made by such persons jointly and
                  severally

         2.3      Words importing one gender include all other genders and words
                  importing the singular include the plural and vice versa

         2.4      Any reference to "the last year of the Term" includes
                  reference to the last year of the Term if the Term shall
                  determine otherwise than by effluxion of time and any
                  reference to "the expiration of the Term" includes reference
                  to such other determination of the Term

         2.5      References to any right of the Landlord to have access to the
                  Premises shall be construed as extending to all persons
                  properly authorised by the Landlord to enjoy such access
                  (including other tenants and licensees of Units requiring such
                  access in order to perform and enjoy the terms of their leases
                  or occupational agreements agents professional advisers
                  contractors and workmen and statutory undertakers)

         2.6      Any covenant by the Tenant not to do an act or thing shall be
                  deemed to include an obligation not to permit or suffer such
                  act or thing to be done by another person over whom the Tenant
                  has control

         2.7      References to "consent of the Landlord" or words to similar
                  effect refer to a consent by deed executed in writing signed
                  by or on behalf of the Landlord unless the Landlord
                  specifically authorises otherwise and "approved" "authorised"
                  or words to similar effect mean (as the case may be) approved
                  or authorised in writing by or on behalf of the Landlord

         2.8      The term "parties" or "party" mean the Landlord and/or the
                  Tenant but except where there is an express indication to the
                  contrary exclude any Guarantor

         2.9      Any reference (whether specific or general) to any statute or
                  statutes includes reference to any statutory extension
                  modification amendment or re-enactment of and any subordinate
                  legislation made under such statute or statutes and any
                  directive or ruling having legislative effect in the United
                  Kingdom save for the definition of Group Company

         2.10     References in this Lease to clauses sub-clauses or schedules
                  shall be construed as references to the clauses sub-clauses or
                  schedules of this Lease so numbered and/or lettered unless
                  otherwise expressly specified

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


                                       11
<PAGE>
3.       DEMISE

         The Landlord demises to the Tenant the Premises TOGETHER WITH the
         rights specified in the First Schedule but EXCEPTING AND RESERVING to
         the Landlord the rights specified in the Second Schedule TO HOLD the
         Premises to the Tenant for the Contractual Term SUBJECT TO all rights
         easements privileges restrictions covenants and stipulations of
         whatever nature affecting the Premises AND SUBJECT ALSO TO any matters
         contained or referred to in the deeds or documents short particulars of
         which are set out in the Fourth Schedule YIELDING AND PAYING to the
         Landlord:

         3.1      the Basic Rent payable without any deduction by equal
                  quarterly payments in advance on the usual quarter days in
                  every year (subject to review as hereinafter mentioned) and
                  proportionately for any period of less than a year (any
                  necessary apportionment being made according to the number of
                  days in the period relative to 365 days) the first such
                  payment being a proportionate sum in respect of the period
                  commencing on (and including) the Rent Commencement Date to
                  the day before the quarter day next following the Rent
                  Commencement Date to be made on the date hereof

         3.2      within 7 days of receipt of a written demand the Insurance
                  Rent

         3.3      within 7 days of receipt of a written demand the Service
                  Charge and

         3.4      the Parking Rent payable at the times and in the manner
                  referred to in the External Car Parking Licence and the
                  Internal Car Parking Licence respectively

4.       TENANT'S COVENANTS

         The Tenant hereby covenants with the Landlord throughout the Term:

         4.1      RENT

                  To pay the Rents on the days and in the manner set out in this
                  Lease and not to exercise or seek to exercise any right or
                  claim to withhold or deduct from any of the Rents or any right
                  or claim to equitable set-off whatsoever and if so required in
                  writing by the Landlord to make such payments by banker's
                  order standing order or any other means for the transmission
                  of money to any bank and account in the United Kingdom that
                  the Landlord may from time to time nominate provided that if
                  the Landlord does so require standing order payments it will
                  provide a VAT invoice to the Tenant in respect of the sums
                  paid no later than the date on which the sums are paid

         4.2      OUTGOINGS AND VAT

                  To pay and to indemnify the Landlord against:


                                       12
<PAGE>
                  4.2.1    all rates council tax payments in lieu of rates or
                           council tax taxes assessments duties charges
                           impositions and outgoings whatsoever which are now or
                           during the Term shall be charged assessed or imposed
                           upon the Premises or part thereof upon the owner or
                           occupier of them (whether imposed by statute or
                           otherwise and whether of a national or local
                           character and whether or not of a capital or
                           non-recurring nature and even though of a novel
                           character but excluding any payable by the Landlord
                           as a result of the receipt of the Rents or of any
                           disposition of or dealing with or the ownership of
                           any interest reversionary to the interest created by
                           this Lease)

                  4.2.2    the proportion (based on the net internal floor area
                           of the Premises to the net internal floor area of the
                           Building) properly attributable to the Premises of
                           any such outgoings as are specified in the
                           immediately preceding sub-clause and which may be
                           payable in respect of any property of which the
                           Premises form part such proportion to be fairly and
                           properly determined by the Landlord's Surveyor whose
                           decision (save as to any question of law or manifest
                           error) shall be final and binding and

                  4.2.3    (subject to receipt of a valid Value Added Tax
                           invoice) Value Added Tax (or any tax of a similar
                           nature that may be substituted for it or levied in
                           addition to it) which is chargeable either

                           (a) in respect of any payment made by the Tenant or
                               any supply made by the Landlord under any of the
                               terms of or in connection with this Lease or

                           (b) in respect of any payment made by the Landlord
                               where the Tenant agrees in this Lease to
                               reimburse the Landlord for such payment

                  4.2.4    such loss of the Landlord of rating or council tax
                           relief as may be applicable to the Premises by reason
                           of the Premises being vacant after the end of the
                           Term on grounds that such relief has already been
                           enjoyed by the Tenant as is attributable to the
                           period following the end of the Term (howsoever
                           determined)

         4.3      INTEREST ON ARREARS

                  4.3.1    If the Tenant shall fall to pay the Rents or any
                           other sum due to the Landlord under this Lease within
                           14 days of the due date (whether formally demanded or
                           not) the Tenant shall pay to the Landlord Interest on
                           the Rents or other sum from the date when they were
                           due to the date on which they are paid both before
                           and after any judgment


                                       13
<PAGE>
                  4.3.2    Nothing in the preceding clause shall entitle the
                           Tenant to withhold or delay any payment of the Rents
                           or any other sum due under this Lease after the date
                           upon which they fall due or in any way prejudice
                           affect or derogate from the rights of the Landlord in
                           relation to such non-payment including (but without
                           prejudice to the generality of the above) its rights
                           under the proviso for re-entry contained in this
                           Lease

         4.4      ELECTRICITY GAS TELEPHONE AND OTHER SERVICES CONSUMED

                  To pay to the suppliers and to indemnify the Landlord against
                  all charges for electricity gas telephone and other services
                  consumed or used at, or by the Tenant in relation to, the
                  Premises (including standing charges and meter rents and any
                  Value Added Tax payable thereon)

         4.5      REPAIR CLEANING DECORATING ETC

                  4.5.1    To keep the Premises in good and substantial repair
                           and condition and free from all defects (including
                           inherent defects) excepting damage caused by any risk
                           against which the Landlord has insured in accordance
                           with its obligations under this Lease (other than
                           where payment of the insurance moneys is refused in
                           whole or in part by reason of any act or default of
                           the Tenant its subtenants or anyone at the Premises
                           expressly or by implication with the Tenant's
                           authority)

                  4.5.2    To replace from time to time such of the Landlord's
                           fixtures and fittings in the Premises which in the
                           reasonable opinion of the Landlord's Surveyor may be
                           or become beyond repair at any time during or at the
                           expiration of the Term with new ones of a
                           substantially similar kind quality and standard of
                           performance

                  4.5.3    To keep the Premises clean and at least once in every
                           month to properly clean the internal sides of the
                           windows (and the external sides of the windows where
                           they adjoin the sixth floor balcony/roof garden) and
                           window frames and all other glass visible from the
                           exterior of the Premises and all window blinds

                  4.5.4    In the Interior Decorating Year and in the last year
                           of the Term and if different on the expiration of the
                           Term to redecorate the interior of the Premises in a
                           good and workmanlike manner and with appropriate
                           materials of a good and substantial quality to the
                           reasonable satisfaction of the Landlord's Surveyor
                           (any change in the tints colours and patterns of such
                           decoration to be first approved by the Landlord such
                           approval not to be unreasonably withheld or delayed)
                           save that the Tenant shall


                                       14
<PAGE>
                           not be required to redecorate more than once in any
                           24 months of the Term unless the interior decoration
                           is not in good decorative order

                  4.5.5    Where the use of Conducting Media boundary structures
                           or other things is common to the Premises and other
                           property within the Building to be responsible for
                           and to undertake a proper proportion of all work that
                           is the responsibility of the owner lessee or occupier
                           of the Premises in relation to those Conducting Media
                           or other things and to indemnify the Landlord in
                           respect thereof

                  4.5.6    As often as shall be reasonably necessary and in any
                           event not less than once during in every week of the
                           Term to dispose of all refuse at or upon the Premises

                  4.5.7    To keep the landscaped areas of the Roof Garden in
                           good horticultural order and condition and to replace
                           diseased dead or damaged items with other items of
                           the same or substantially similar nature

         4.6      PLANT AND MACHINERY

                  4.6.1    Without prejudice to the provisions of clause 4.5
                           above save where the same is the responsibility of
                           the Landlord to put and keep in good and substantial
                           repair and condition all plant machinery apparatus
                           and equipment serving and in the Premises and to keep
                           the same in good working order and condition and for
                           that purpose where reasonably necessary:

                           (a)  to enter into and thereafter at all times to
                                keep on foot and observe the obligations of the
                                Tenant under contracts with reputable
                                contractors (such contractors to be first
                                approved in writing by the Landlord such
                                approval not to be unreasonably withheld or
                                delayed) for the periodic and regular inspection
                                servicing and maintenance of the said plant
                                machinery apparatus and equipment and to produce
                                to the Landlord on demand from time to time
                                proper and full copies of such contracts as are
                                then current

                           (b)  to renew or replace from time to time such of
                                the plant machinery apparatus and equipment
                                installed by the Landlord in the Premises which
                                in the opinion of the Landlord's Surveyor may be
                                or become at any time during or at the
                                expiration of the Term beyond repair with new
                                plant machinery apparatus and equipment (as the
                                case may be) of a substantially similar kind and
                                quality

                  4.6.2    Not to install keep or use in or upon the Premises
                           any machinery equipment or apparatus nor to permit
                           the playing on the Premises of music whose use is
                           likely to cause or in fact causes:


                                       15

<PAGE>
                  (a)      damage to the Premises or

                  (b)      noise or vibration which can be heard or felt outside
                           the Premises or which is likely to annoy or disturb
                           the owners and/or occupiers of any property adjoining
                           or near to the Premises or the tenants or occupants
                           of any other Unit

                  and to ensure (by directions to staff and otherwise) that all
                  machinery equipment and apparatus in or upon the Premises is
                  properly operated so as to minimise noise and vibration

         4.6.3    Not to bring on to or keep or maintain in or on the Premises
                  any article or thing which is or might become dangerous
                  offensive combustible inflammable radioactive or explosive
                  unless the prior written consent of the Landlord (which shall
                  not be unreasonably withheld or delayed) shall first have been
                  obtained nor to keep any articles or things on the sixth floor
                  balcony/roof garden (other than the landscaping provided by
                  the Landlord and such other items of landscaping approved by
                  the Landlord under the terms of this Lease)

         4.6.4    Not to discharge into any of the Conducting Media serving the
                  Premises:

                  (a)      any oil or grease or any noxious objectionable
                           dangerous deleterious poisonous or explosive matter
                           or substance

                  (b)      any matter or substance of a kind likely to (or which
                           does in fact) contaminate or pollute the water of any
                           stream or river or any controlled water

         4.6.5    Not to bring on to or keep or maintain in or on the Premises
                  any thing which produces fumes or odours that can be detected
                  outside of the Premises (nor to cause any such fumes or odours
                  to be generated) or which is otherwise offensive or a nuisance
                  to the owners and/or occupiers of any property adjoining or
                  near to the Premises or the tenants or occupiers of any
                  property adjoining or near to the Premises or the tenants or
                  occupiers of any other Unit and without prejudice to the
                  foregoing to use all reasonable endeavours to prevent servants
                  agents employees and invitees from smoking on the Premises or
                  the Building and to employ all reasonable measures required by
                  the Landlord from time to time in order to prevent a breach of
                  these provisions

         4.6.6    To take all reasonable measures to ensure that any matter or
                  substance discharged into any of the Conducting Media serving
                  the Premises will not be corrosive or otherwise harmful to or
                  cause any obstruction or deposit in the Conducting Media or


                                       16
<PAGE>
                  the drainage system and not to place refuse outside the
                  Premises or the Building except in a waste bin store area
                  allocated from time to time by the Landlord

         4.6.7    Without prejudice to any other provision of this Lease to
                  comply with the provisions of all statutes from time to time
                  in force relating to atmospheric or other forms of pollution

4.7      CARPETING

         To maintain and clean and in the reasonable opinion of the Landlord's
         Surveyor when necessary to replace part or all of the carpets as
         necessary now or from time to time laid in the Premises with new
         carpets of equivalent quality value and standard of finish and upon the
         expiry or sooner determination of the Term if reasonably necessary in
         the opinion of the Landlord's Surveyor to replace part or all of the
         carpets with such new carpets

4.8      ACCESS OF LANDLORD AND NOTICE TO REPAIR

         4.8.1    To permit the Landlord with or without materials and
                  appliances at all reasonable times upon not less than 48 hours
                  prior written notice (save in case of emergency when no notice
                  will be required) to enter and remain upon the Premises in
                  order to and for so long as necessary to exercise the rights
                  set out in the Second Schedule and reserved to the Landlord by
                  this Lease

         4.8.2    To repair cleanse maintain and paint or treat the Premises or
                  otherwise make good and remedy with all practicable speed
                  (commencing work within one month or sooner if necessary and
                  thereafter proceeding diligently) any defects wants of repair
                  cleaning maintenance painting or other breaches of the
                  covenants under the terms of this Lease as shall be specified
                  in a notice to the Tenant and if the Tenant shall fail to
                  comply with such notice the Landlord shall have the right (but
                  shall not be obliged) to enter the Premises and carry out or
                  procure that there shall be carried out all or any of the
                  works referred to in such notice and all costs and expenses
                  thereby incurred shall be paid by the Tenant to the Landlord
                  on written demand and in default of payment shall be
                  recoverable by the Landlord as rent in arrear

4.9      WASTE AND ALTERATIONS

         4.9.1    Not to unite the Premises with any adjoining premises nor make
                  any alteration or addition to the Premises save for internal
                  non-structural alterations as permitted by the following
                  provisions of this clause


                                       17
<PAGE>
         4.9.2    Not to make any internal non-structural alterations to the
                  Premises or non-structural alterations to the roof garden
                  without:

                  (a)      obtaining and complying with all necessary consents
                           of any competent authority and paying all charges of
                           any such authority in respect of such consents and

                  (b)      making an application to the Landlord supported by
                           drawings and where appropriate a specification in
                           duplicate prepared by a registered architect or
                           member of another appropriate profession and

                  (c)      entering into such covenants as the Landlord may
                           reasonably require as to the execution and
                           reinstatement of the alterations including covenants
                           to comply or procure compliance with the Construction
                           (Design and Management) Regulations 1994 and in the
                           case of any works which the Landlord reasonably
                           considers to be of a substantial nature the Landlord
                           may if it is reasonable require prior to the
                           commencement of such works the provision by the
                           Tenant of adequate security in the form of a deposit
                           of money or the provision of a bond or otherwise an
                           assurance to the Landlord that any works which may
                           from time to time be permitted by the Landlord shall
                           be fully completed and

                  (d)      the prior written consent of the Landlord (such
                           consent not to be unreasonably withheld or delayed in
                           relation to internal non-structural alterations but
                           not to non-structural alterations to the roof garden)

                  provided that no consent of the Landlord shall be required for
                  the erection of demountable partitioning for which the plans
                  have first been deposited with the Landlord nor for their
                  removal provided that consent (which is not to be unreasonably
                  withheld or delayed) is required for the erection or removal
                  of such demountable partitioning where it involves any
                  alterations or adjustments to the mechanical and electrical
                  services of the Building and in any event to procure that any
                  damage to the premises caused by such alterations is made good
                  by the Tenant

         4.9.3    At the expiration of the Term if so requested by the Landlord
                  acting reasonably to remove any additions alterations or
                  improvements made to the Premises during the Term and to make
                  good any part or parts of the Premises which may be damaged by
                  such removal save that in respect of the Roof Garden the
                  obligation to remove or reinstate shall only apply to
                  constructed additions or alterations which in the


                                       18
<PAGE>
                  Landlord's reasonable opinion are adverse to the amenity of
                  the Roof Garden and shall not apply to any plants bushes or
                  grass in the Roof Garden

         4.9.4    Not to make any alteration addition or connection with any
                  Conducting Media that serve the Premises otherwise than in
                  accordance with plans and specifications first approved by the
                  Landlord (such approval not to be unreasonably withheld or
                  delayed) Provided that the Landlord's Surveyor is satisfied
                  that such connection will not prejudice the capacity or supply
                  of services through the Conducting Media to any of the Units
                  or increase the costs of such supply and Provided further that
                  any necessary consent to make such connection has previously
                  been obtained from the relevant statutory authority or
                  undertaker

         4.9.5    The Tenant shall forthwith on notice being given by the
                  Landlord acting reasonably remove any such alterations or
                  additions made or erected in breach of this clause 4.9
                  and/or reinstate the Premises to their former state and
                  condition

4.10     AERIALS SIGNS AND ADVERTISEMENTS

         Not to affix to or exhibit in on or from the Premises so as to be
         visible from outside the Premises any aerial placard sign notice fascia
         board window display or advertisement and without prejudice to the
         foregoing to retain any blinds from time to time installed on the
         Premises by the Landlord and not to take down or replace the same
         without the Landlord's prior consent

4.11     ALIENATION

         4.11.1   Unless expressly permitted by a consent granted under clauses
                  4.11.2 4.11.6 or 4.11.6 or by clause 4.11.8 the Tenant shall
                  not assign underlet charge part with or share possession or
                  occupation of all or any part of the Premises nor hold them on
                  trust for any other person

         4.11.2   Not to assign the whole of the Premises without the prior
                  written consent of the Landlord (such consent not to be
                  unreasonably withheld or delayed) provided that the Landlord
                  shall be entitled for the purposes of section 19(1A) of the
                  Landlord and Tenant Act 1927):

                  (a)      to withhold its consent in any of the circumstances
                           set out in clause 4.11.4;

                  (b)      to impose all or any of the matters set out in clause
                           4.11.5 as a condition of its consent


                                       19
<PAGE>

4.11.3   The provisos to clause 4.11.2 shall operate without prejudice to the
         right of the Landlord to withhold such consent on any other ground or
         grounds where such withholding of consent would be reasonable or to
         impose any further condition or conditions upon the grant of consent
         where the imposition of such condition or conditions would be
         reasonable

4.11.4   The circumstances referred to in clause 4.11.2(a) above are as follows:

         (a)      where the assignee is a Group Company or a Connected Person

         (b)      where in the reasonable opinion of the Landlord the proposed
                  assignee is not of sufficient financial standing to enable it
                  to comply with the Tenant's covenants in the Lease

         (c)      where the proposed assignee enjoys diplomatic or state
                  immunity but this circumstance shall not apply where the
                  proposed assignee is the Government of the United Kingdom of
                  Great Britain and Northern Ireland or any department thereof

         (d)      where the proposed assignee is not resident in the United
                  Kingdom of Great Britain and Northern Ireland nor in a
                  jurisdiction where reciprocal enforcement of judgments exists

4.11.5   The conditions referred to in clause 4.11.2(b) are as follows:

         (a)      the Tenant shall execute and deliver to the Landlord prior to
                  the assignment in question a deed of guarantee (being an
                  authorised guarantee agreement within the meaning of Section
                  16 of the Landlord and Tenant (Covenants) Act 1995) in such
                  form as the Landlord shall reasonably require

         (b)      all rents and other sums which by the date of the assignment
                  have fallen due under this Lease the Internal Car Parking
                  Licence and the External Car Parking Licence have been paid to
                  the Landlord and all material breaches of the Tenant's
                  covenants in this Lease and the Licensee's obligations
                  respectively in the Internal Car Parking Licence and the
                  External Car Parking Licence are remedied to the reasonable
                  satisfaction of the Landlord prior to the date of the
                  assignment

         (c)      the prospective assignee (unless it is a Company the whole of
                  whose issued share capital is listed on a recognised stock
                  exchange in the United Kingdom) provides not more than two
                  guarantors of suitable financial standing approved

                                       20
<PAGE>
                           by the Landlord (such approval not to be unreasonably
                           withheld or delayed) who will give covenants (if more
                           than one jointly and severally) in favour of the
                           Landlord which are to the same effect as clause 7 of
                           this Lease

                  (d)      if, having regard to the financial standing of a
                           proposed assignee, it is in all the circumstances
                           reasonable the execution and delivery to the Landlord
                           prior to the assignment of a rent deposit deed for
                           such sum as the Landlord may reasonably determine in
                           such form as the Landlord may reasonably require
                           together with the payment by way of cleared funds of
                           the sum specified in the rent deposit deed

                  (e)      the Tenant shall assign to the Landlord and surrender
                           the Internal Car Parking Licence and the External Car
                           Parking Licence with effect from the date of the
                           assignment

                  (f)      the Tenant shall procure that its assignee enters
                           into an Internal Car Parking Licence and External Car
                           Parking Licence with the Landlord in the same form as
                           entered into by the Tenant for the unexpired period
                           of the Term (though excluding any individual spaces
                           which may have been surrendered by the Tenant
                           pursuant to the terms of the relevant Licence).

         4.11.6   Not to underlet the whole of the Premises or the fifth floor
                  or the whole of the sixth floor or a part of either floor
                  (provided that the prior written consent of the Landlord to
                  the proposed demise (not to be unreasonably withheld or
                  delayed) must first be obtained and there shall be no more
                  than two underlettings of each floor at any one time):

                  (a)      without procuring that the underlessee has first
                           entered into a deed with the Landlord covenanting
                           with the Landlord that from the date the underlease
                           is granted to it until the date it is released from
                           its obligations to the Tenant it will:

                           (i)      not assign any part or parts (as distinct
                                    from the whole) of the Premises so underlet

                           (ii)     not part with or share possession or
                                    occupation of the whole or any part of the
                                    premises so underlet otherwise than by way
                                    of an assignment of the whole

                                       21
<PAGE>
                           (iii)    not assign the whole of the premises to be
                                    underlet to it otherwise than with the prior
                                    written consent of the Landlord such consent
                                    not to be unreasonably withheld or delayed

                           (iv)     perform and observe the covenants on the
                                    part of the Tenant contained in this Lease

                           (v)      observe and perform the covenants conditions
                                    provisions and other matters on its part
                                    contained in the underlease to be granted to
                                    it

                           (vi)     procure that any permitted assignee of the
                                    underlease shall have first covenanted with
                                    the Landlord to the same effect as clause
                                    4.11.6(a) of this Lease

                  (b)      otherwise than by means of an underlease the form
                           whereof shall first have been approved by the
                           Landlord and without the Landlord being satisfied
                           that if completed such underlease would comply with
                           the terms of this clause and which:

                           (i)      is for a term first approved by the Landlord
                                    (not to be unreasonably withheld or delayed)

                           (ii)     provides for the rent reserved by the
                                    underlease to be payable in advance on the
                                    days on which the Basic Rent is payable
                                    under this Lease

                           (iii)    provides for the upwards only review of the
                                    rent reserved by the underlease on the
                                    basis and on the dates on which the Basic
                                    Rent is to be reviewed under this Lease

                           (iv)     incorporates such provisions as are
                                    necessary to ensure that such underlease or
                                    any subsequent variation thereof is not
                                    inconsistent with the provisions of this
                                    Lease

                           (v)      is on terms that the permitted underlease
                                    shall by an order of the Court obtained
                                    prior to the grant thereof pursuant to the
                                    provisions of Section 38(4) of the 1954 Act
                                    (as amended by Section 5 of the Law of
                                    Property Act 1969) be excluded from the
                                    security of tenure provisions afforded by
                                    Sections 24-28 (inclusive) of the 1954 Act

                  (c)      for a fine or premium nor at a rent which is less
                           than whichever is the higher of either the Basic Rent
                           then payable under this Lease or the open market
                           rent for the Premises or the part so underlet

                                       22
<PAGE>
                  (d)      (subject to compliance with the foregoing) without
                           the prior written consent of the Landlord such
                           consent not to be unreasonably withheld or delayed
                           provided that it shall be deemed reasonable for the
                           Landlord to withhold consent in the circumstances set
                           out in clause 4.11.4 above as if the same referred to
                           the undertenant throughout

                  (e)      (in the case of any underletting of part of the
                           Premises) is not created without procuring that in
                           any underletting of an area which does not contain
                           WC's, tea making facilities and cleaning stores
                           within its demise the undertenant will be granted
                           suitable rights of user thereof and access thereto in
                           such form as the Landlord shall in each case approve
                           and that any such subletting which does contain WC's,
                           tea making facilities and cleaning stores within its
                           demise will be subjected to such suitable rights of
                           user thereof and access thereto as aforesaid for the
                           benefit of any of the said areas then not sublet

         4.11.7   In relation to every permitted underletting the Tenant shall:

                  (a)      not at any time either expressly or by implication
                           waive any breach of any of the covenants or
                           conditions in any underlease subordinate to this
                           Lease

                  (b)      having regard to all the circumstances to take all
                           reasonable steps to enforce the covenants made in
                           favour of the Tenant by any underlessee whether
                           contained in a lease or otherwise

                  (c)      procure that the rent reserved by any underlease
                           shall not be commuted or payable more than one
                           quarter in advance

                  (d)      use all reasonable endeavours to ensure that the rent
                           is reviewed without delay in accordance with the
                           terms of the underlease

                  (e)      incorporate as part of its submissions or
                           representations to that third party such submissions
                           or representations as the Landlord shall reasonably
                           require

                  (f)      give notice to the Landlord of the details of the
                           determination of every rent review within 28 days
                           after such determination

                  PROVIDED THAT the Landlord's approval specified in this
                  sub-clause shall not be unreasonably withheld or delayed

         4.11.8

                  (a)      not (otherwise than by an assignment or underletting
                           permitted by this Lease) to part with or share
                           possession or occupation of the whole or any part of
                           the

                                       23
<PAGE>
                           Premises PROVIDED THAT if and so long as the Tenant
                           continues to occupy the Premises then (subject to the
                           conditions set out in the next following sub-clause
                           being and continuing to be satisfied) the Tenant may
                           share occupation of the Premises or any part of them
                           with any Group Company

                  (b)      the conditions referred to in the proviso to the
                           immediately preceding sub-clause are:

                           (i)      that before any Group Company takes
                                    occupation in accordance with sub-clause
                                    4.11.8 the Tenant shall first give details
                                    to the Landlord of the identity of the Group
                                    Company and of its relationship to the
                                    Tenant

                           (ii)     that no such Group Company shall at any time
                                    have or enjoy exclusive possession or
                                    occupation of the Premises or any part of
                                    them nor have or acquire any interest or
                                    right in or in respect of the Premises

                           (iii)    that this permission for any Group Company
                                    to occupy in accordance with this clause
                                    shall cease immediately upon such Group
                                    Company ceasing to be a Group Company and
                                    the Tenant shall thereupon procure that the
                                    Group Company shall forthwith vacate the
                                    Premises

4.12     REGISTRATION

         Within 28 days of any assignment underletting or of any other
         disposition or devolution affecting the Tenant's interest in the
         Premises to supply particulars of it to the Landlord's solicitor and to
         produce for registration with the Landlord's solicitor the relevant
         deed or document (if any) or a certified copy of it and to pay the
         Landlord's solicitor's reasonable charges for noting such particulars
         and/or registering such deed or document such charges not being more
         than L50 (fifty pounds) per deed or document

4.13     STATUTORY OBLIGATIONS

         4.13.1   At the Tenant's own expense to comply in all respects with and
                  to execute all works and provide and maintain all arrangements
                  upon or in respect of the Premises or the use to which the
                  Premises are being put that are required in order to comply
                  with the requirements of any statute (already or in the future
                  to be passed) or of any government department local authority
                  other European public or competent authority or court of
                  competent jurisdiction regardless of whether such requirements
                  are imposed upon the lessor or the lessee or the occupier
                  unless the same is an obligation of the Lessor under this
                  Lease

                                       24
<PAGE>
         4.13.2   Not to do in or near the Premises any act or thing by reason
                  of which the Landlord may under any statute incur have imposed
                  upon it or become liable to pay any penalty damages
                  compensation costs charges or expenses

         4.13.3   Without prejudice to the generality of the above to comply in
                  all respects with the provisions of any statutes and any other
                  obligations imposed by law applicable to the Tenant's use and
                  occupation of the Premises or in regard to the carrying on of
                  the trade or business for the time being carried on at the
                  Premises by the Tenant

         4.13.4   At all times to display and maintain on the Premises all
                  notices which the Landlord may from time to time reasonably
                  require to be displayed in relation to any duty towards third
                  parties imposed on the Landlord by statute or at common law

4.14     STATUTORY NOTICES ETC

         To give full particulars to the Landlord of any notice direction order
         or proposal for the same affecting the Premises made given or issued to
         the Tenant by any local or public authority within seven days of
         receipt and if so required by the Landlord to produce it to the
         Landlord and without delay to take all necessary steps to comply with
         any such notice direction or order and at the reasonable request of the
         Landlord but at the cost of the Tenant to make or join with the
         Landlord in making such proper objection or representation against or
         in respect of any such notice direction order or proposal as the
         Landlord shall deem necessary in the interests of good estate
         management

4.15     THE PLANNING ACTS

         4.15.1   Without prejudice to the generality of the Tenant's other
                  obligations in this Lease to comply with statutes not to
                  commit any breach of planning control (such term to be
                  construed as it is used in the Planning Acts) and to comply
                  with the provisions and requirements of the Planning Acts that
                  affect the Premises whether as to their use or otherwise and
                  to indemnify and keep the Landlord indemnified against all
                  liability whatsoever including costs and expenses in respect
                  of any contravention of the Planning Acts

         4.15.2   At the expense of the Tenant to obtain all such planning
                  permissions and to serve all such notices as may be required
                  for the carrying out or commencement of any operations or user
                  on the Premises by the Tenant which may constitute Development
                  provided that no application for or appeal in respect of any
                  development or continuance of use or retention of development
                  or for any certificate of lawfulness of existing or proposed
                  use or development planning permission shall

                                       25
<PAGE>
                  be made without the previous consent of the Landlord (such
                  consent not to be unreasonably withheld or delayed in the case
                  where

                  (a)      the application for the implementation of such
                           planning permission will not create or give rise to
                           any tax or other fiscal liability on the Landlord and

                  (b)      all other necessary consents and approvals of the
                           Landlord to the Development in question have been
                           obtained under any other provision of this Lease)

         4.15.3   Not to object to any such proper application or appeal made by
                  or on behalf of the Landlord but to support the same and to
                  make or join in making such representations as the Landlord
                  may reasonably deem necessary in the interests of good estate
                  management in respect thereof

         4.15.4   Subject only to any statutory direction to the contrary to pay
                  and satisfy any charge or levy that may from time to time be
                  imposed under the Planning Acts in respect of the carrying out
                  or maintenance of any operations in the Premises by the Tenant
                  or the commencement or continuance of any user by the Tenant
                  of the Premises under this Lease

         4.15.5   Notwithstanding any consent which may be granted by the
                  Landlord under this Lease not to carry out or make any
                  alteration or addition to the Premises or any change of use
                  until:

                  (a)      all necessary notices under the Planning Acts have
                           been served and copies produced to the Landlord

                  (b)      all necessary planning permissions under the Planning
                           Acts have been obtained and produced to the Landlord
                           and

                  (c)      the Landlord has acknowledged that every necessary
                           planning permission is acceptable to it the Landlord
                           being entitled to refuse to acknowledge its
                           acceptance of a planning permission on the grounds
                           that any condition contained in it or anything
                           omitted from it or the period referred to in it would
                           in the reasonable opinion of the Landlord's Surveyor
                           be (or be likely to be) prejudicial to the Landlord's
                           interest in the Premises whether during or following
                           the expiration of the Term (but such acknowledgement
                           shall otherwise not be unreasonably withheld or
                           delayed)

         4.15.6   Unless the Landlord shall otherwise direct to carry out and
                  complete before the expiration of the Contractual Term:

                                       26
<PAGE>
                  (a)      any works stipulated to be carried out to the
                           Premises by a date subsequent to such expiration as a
                           condition of any planning permission granted for any
                           Development begun upon the Premises before the
                           expiration of the Contractual Term and

                  (b)      any Development begun upon the Premises before the
                           expiration of the Contractual Term

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

         4.15.8   If reasonably required by the Landlord but at the cost of the
                  Tenant to appeal against any refusal of planning permission or
                  the imposition of any condition in a planning permission
                  relating to the Premises granted as a result of an application
                  made by or on behalf of the Tenant

         4.15.9   On becoming aware of the same to comply with any enforcement
                  notice planning contravention notice stop notice or breach of
                  condition notice forthwith when the same shall be made or
                  issued by any local or other competent authority

4.16     DEFECTIVE PREMISES ETC

         On becoming aware of the same to give written notice to the Landlord as
         soon as reasonably practicable of any defect in the Premises which
         might give rise to an obligation on the Landlord to do or refrain from
         doing any act or thing in order to comply with the duty of care imposed
         on the Landlord pursuant to the Defective Premises Act 1972 Health and
         Safety at Work etc Act 1974 or otherwise

4.17     PLANS DOCUMENTS AND INFORMATION

         4.17.1   If called upon to do so to produce to the Landlord or the
                  Landlord's Surveyor all plans documents and other evidence as
                  the Landlord may reasonably request in order to satisfy itself
                  that the provisions of this Lease have been complied with and
                  all such information as the Landlord may reasonably request in
                  relation to any pending or intended step under the 1954 Act

         4.17.2   If called upon to do so to furnish to the Landlord the
                  Landlord's Surveyor or any person acting as the third party
                  determining the Basic Rent in default of agreement between the
                  parties under any provisions for rent review contained in this
                  Lease

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                  such information as may be reasonably requested in relation to
                  the implementation of such provisions for rent review

4.18     INDEMNITIES

         To be responsible for and to keep the Landlord fully indemnified
         against all damage damages losses costs expenses actions demands
         proceedings claims and liabilities made against or suffered or incurred
         by the Landlord arising directly or indirectly out of:

         4.18.1   any act omission or negligence of the Tenant any subtenants or
                  of any person at the Premises expressly or impliedly with the
                  Tenant's or subtenant's authority and

         4.18.2   any breach or non-observance by the Tenant of the covenants
                  conditions or other provisions of this Lease or any of the
                  matters to which this demise is subject

4.19     LANDLORD'S COSTS

         To pay to the Landlord all proper and reasonable costs fees charges
         disbursements and expenses incurred by the Landlord (including without
         limitation any such payable to counsel solicitors surveyors and
         bailiffs and any such incurred by any Superior Landlord or mortgagee of
         the Premises which are payable by the Landlord) in relation or
         incidental to:

         4.19.1   every application made by the Tenant for a consent or licence
                  required by the provisions of this Lease where such consent or
                  licence is granted or lawfully refused or proffered subject to
                  any qualification or condition or the application is withdrawn

         4.19.2   the preparation and service of a notice under Section 146 of
                  the Law of Property Act 1925 or incurred by or in
                  contemplation of proceedings under Section 146 or 147 of that
                  Act notwithstanding that forfeiture is avoided otherwise than
                  by relief granted by the court

         4.19.3   the recovery or attempted recovery of arrears of any Rents or
                  other sums due from the Tenant and

         4.19.4   any proper steps taken in connection with the preparation and
                  service of a Schedule of Dilapidations during or within four
                  months after the expiration of the Term

4.20     RELETTING BOARDS

         Unless the Tenant shall have made and be diligently pursuing a valid
         application for a new tenancy pursuant to s.24 of the Landlord and
         Tenant Act 1954 to permit the Landlord at any time during the last six
         months of the Contractual Term and at any time thereafter to enter upon
         the Premises and affix and retain anywhere upon the Premises a notice
         for reletting the

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<PAGE>
         Premises (removing the same as soon as practicable after it is no
         longer required) and during such period to permit persons with the
         written authority of the Landlord or its agent at reasonable times and
         on no less than 24 hours notice to view the Premises

4.21     ENCROACHMENTS

         4.21.1   Not to stop up darken or obstruct any windows or light
                  belonging to the Building

         4.21.2   To take all reasonable steps to prevent any new window light
                  opening doorway path passage pipe or other encroachment or
                  easement being made or acquired in against out of or upon the
                  Premises and to notify the Landlord immediately if any such
                  encroachment or easement shall to the Tenant's knowledge be
                  made or acquired (or attempted to be made or acquired) and at
                  the request of the Landlord to adopt such means as shall
                  reasonably be required to prevent such encroachment or the
                  acquisition of any such easement

         4.21.3   Not to give any acknowledgement that the Tenant enjoys access
                  of light or any to any windows in the Premises by the consent
                  or any third party

4.22     YIELD UP

         4.22.1   At the expiration of the Term:

                  (a)      quietly to yield up the Premises to the Landlord in
                           good and substantial repair and condition and in
                           accordance with the terms of this Lease with vacant
                           possession

                  (b)      to give up all keys of the Premises to the Landlord

                  (c)      if the Tenant shall not have yielded up the Premises
                           in accordance with subclause (a) before the end or
                           sooner determination of the Term the Tenant shall
                           forthwith on demand pay to the Landlord a sum equal
                           to the proper cost actually incurred by the Landlord
                           in making good and reinstatement to the standard
                           required by the Lease (but no better standard)
                           (unless a new tenant has agreed to do those works at
                           no cost to the Landlord as part of its fit-out or
                           otherwise) and also a sum calculated at a rate equal
                           to the rent payable hereunder immediately prior to
                           the end or sooner determination of the Term in
                           respect of the proper and reasonable period taken to
                           carry out such works expeditiously and without undue
                           delay unless the Landlord shall have let the premises
                           to a new tenant and is receiving rent during the
                           period taken to carry

                                       29
<PAGE>
                           out such works (unless the new tenant has agreed to
                           do those works at no cost to the Landlord as part of
                           its fit-out or otherwise)

4.23     KEYHOLDERS

         To ensure that at all times the Landlord has written notice of the name
         home address and home telephone number of at least two persons who hold
         the keys to the Premises

4.24     SALE OF REVERSION ETC

         To permit upon reasonable notice at any time during the Term
         prospective purchasers of or agents instructed in connection with the
         sale of the Landlord's reversion or of any other interest superior to
         the Term to view the Premises without interruption provided they are
         authorised in writing by the Landlord or (in the case of prospective
         purchasers) by the agents

4.25     NUISANCE ETC

         Not to do or allow to remain upon the Premises anything which may be or
         become or cause a nuisance annoyance disturbance inconvenience injury
         or damage to the Landlord or its tenants or the owners or occupiers of
         adjacent or neighbouring premises

4.26     USER

         4.26.1   Not to use the Premises otherwise than for the Permitted User

         4.26.2   Not to leave the Premises continuously unoccupied for more
                  than one month

4.27     PROHIBITED USERS

         4.27.1   Not to use the Premises or any part thereof for any public
                  meeting public exhibition or public entertainment nor for any
                  noxious noisy or offensive trade business manufacture or
                  occupation whatsoever nor for any illegal or immoral purpose
                  nor for residential or sleeping purposes

         4.27.2   Not to use the Premises or any part thereof for any gambling
                  gaming or betting or as a betting office or as a club or for
                  the sale of beer wines spirits and not to hold any auction on
                  the Premises

4.28     FLOOR LOADING

         Not to bring or permit to remain on the Premises any machinery goods or
         other articles which shall strain or damage the Building or any part of
         it or which could or would overload the Conducting Media serving it or
         cause interference or obstruction to the same.

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<PAGE>
4.29     ADJOINING PROPERTY

         To permit the Landlord and the lessees or occupiers of any adjoining
         property belonging to the Landlord (including but not limited to the
         Retained Property) if authorised in writing by the Landlord with or
         without servants agents contractors licensees and workmen at all
         reasonable times upon not less than 48 hours prior notice to enter upon
         the Premises with all necessary appliances:-

         4.29.1   to execute repairs alterations painting redecorations or other
                  works at such adjoining property which cannot otherwise be
                  conveniently effected

         4.29.2   for the purpose of constructing connecting into repairing
                  cleansing emptying or maintaining any sewers watercourses
                  drains gutters waterpipes electric wires or gas pipes in or
                  under the Premises in connection with or for the accommodation
                  of such adjoining property

         4.29.3   and for all reasonable purposes in connection with the
                  Development of adjoining sites belonging to the Landlord which
                  cannot otherwise be conveniently effected

         the person or persons exercising such rights causing as little
         disturbance and doing as little damage as may be possible to the
         Premises and the Tenant's chattels and fixtures and making good any
         damage to the same thereby occasioned to the reasonable satisfaction of
         the Tenant forthwith

4.30     NEW GUARANTOR

         If at any time during the Term there occurs in relation to any
         Guarantor (or where any Guarantor comprises two or more persons there
         occurs in relation to any of such persons) a Terminating Event or if
         any Guarantor or any such person (being an individual) dies or has a
         receiver appointed under the Mental Health Act 1983:

         4.30.1   immediately to give notice to the Landlord of the occurrence
                  of the event in question

         4.30.2   if the Landlord so reasonably requires at any time after the
                  occurrence of the event in question (but not more than three
                  calendar months after the giving of the notice in accordance
                  with the immediately preceding sub-clause) to procure at the
                  Tenant's expense within twenty-eight days after being required
                  so to do by the Landlord that some other person acceptable to
                  the Landlord (such acceptance not to be unreasonably withheld
                  or delayed) enters into direct covenants with the Landlord in
                  the form of the Guarantor covenants contained in this Lease

                                       31
<PAGE>

         4.31     LANDLORD'S RIGHTS

                  To permit the Landlord at all times during the Term to
                  exercise without interruption or interference the rights
                  granted to it by virtue of the provisions of this Lease

         4.32     TO OBSERVE COVENANTS

                  To observe and perform the covenants agreements and
                  stipulations contained or referred to in the documents listed
                  in the Fourth Schedule insofar as they relate to the Premises
                  or the rights hereby granted

         4.33     REGULATIONS

                  To comply with the Regulations notified in writing to the
                  Tenant from time to time

5.       LANDLORD'S COVENANTS

         The Landlord hereby covenants with the Tenant as follows:

         5.1      QUIET ENJOYMENT

                  So long as the Tenant pays the Rents and performs and observes
                  the covenants on the part of the Tenant herein contained the
                  Tenant shall and may peaceably and quietly hold and enjoy the
                  Premises without any interruption or disturbance from or by
                  the Landlord or any person claiming under or in trust for the
                  Landlord

         5.2      SERVICES

                  The Landlord shall use all reasonable endeavours to provide
                  those services and supplies and carry out the functions
                  referred to in the Fifth Schedule Provided That the Landlord
                  will have no liability to the Tenant for:

                  5.2.1    any failure to provide Services during any period
                           when the Tenant is in arrears with payment of Rents
                           or any other monies due from the Tenant to the
                           Landlord under this Lease

                  5.2.2    the interruption of a Service for reasons of
                           inspection maintenance repair or other works (in
                           which event the Landlord will use all reasonable
                           endeavours to procure the restoration of the Service
                           as soon as reasonably practicable)

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

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<PAGE>
                  5.2.4    withdrawal of a Service if the Landlord reasonably
                           considers it is no longer appropriate and will not
                           adversely affect the Tenant's occupation use and
                           enjoyment of the Premises

         5.3      CAR PARKING LICENCES

                  5.3.1    Upon an assignment of the reversion immediately
                           expectant upon the determination of this Term the
                           Landlord shall procure that its assignee shall enter
                           into an Internal Car Parking Licence and an External
                           Car Parking Licence with the Tenant for periods equal
                           to the unexpired periods of the Internal Car Parking
                           Licence and External Car Parking Licence and for such
                           number of Internal Car Parking Spaces and External
                           Car Parking Spaces as are referred to in clause
                           2.1.15 and clause 2.1.7 respectively (but excluding
                           any spaces subsequently surrendered by the Tenant
                           pursuant to the terms thereof in each case other than
                           the surrender required pursuant to clause 4.11.5(e))

                  5.3.2    If the Tenant lawfully assigns the Lease then the
                           Landlord shall enter into an Internal Car Parking
                           Licence and an External Car Parking Licence with the
                           Tenant for periods equal to the unexpired periods of
                           the Internal Car Parking Licence and External Car
                           Parking Licence and for such number of Internal Car
                           Parking Spaces and External Car Parking Spaces as are
                           referred to in clause 2.1.15 and clause 2.1.7
                           respectively (but excluding any spaces subsequently
                           surrendered by the Tenant pursuant to the terms
                           thereof in each case other than the surrender
                           required pursuant to clause 4.11.5(e))

         5.4      EXERCISE OF LANDLORD'S RIGHTS

                  In the exercise of any of its rights either directly or by
                  servants or agents the Landlord will cause as little
                  disturbance to the Tenant as possible and shall cause as
                  little damage to the Premises the Tenant's chattels and
                  fixtures as possible and shall make good any damage caused
                  thereto to the reasonable satisfaction of the Tenant forthwith

6.       INSURANCE

         6.1      LANDLORD'S COVENANT TO INSURE AND REINSTATE ETC

                  6.1.1    The Landlord shall insure the Building (unless such
                           insurance shall be vitiated by any act of the Tenant
                           or by anyone at the Premises expressly or by
                           implication with the Tenant's authority) against the
                           Insured Risks (subject to such excess exclusions and
                           limitations and other terms and conditions which may
                           be imposed by or agreed with the insurers) with such
                           substantial and reputable insurance office or with
                           such

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<PAGE>
                           underwriters and through such agency as the Landlord
                           may from time to time decide for the following sums
                           namely

                           (a)      an amount equal to such sum as the
                                    Landlord's Surveyor shall at its sole
                                    discretion determine to be the cost of
                                    rebuilding and reinstating the Building in
                                    the event of its total destruction including
                                    architects' surveyors and other professional
                                    fees payable upon any application for
                                    planning permission or other permit or
                                    consent that may be required in relation to
                                    such rebuilding or reinstatement (together
                                    with VAT thereon) and including the cost of
                                    debris removal demolition site clearance and
                                    any works that may be required by statute
                                    and incidental expenses and a provision (if
                                    the Landlord so elects) for escalation of
                                    such costs between destruction and
                                    reinstatement or during an insurance year
                                    and

                           (b)      the loss of Basic Rent from time to time
                                    (having regard to any review of Basic Rent
                                    which may become due under this Lease) for a
                                    period of three years or such longer period
                                    as the Landlord may from time to time
                                    reasonably consider to be sufficient for the
                                    purpose of rebuilding and reinstating the
                                    Building in the event of its total
                                    destruction by an Insured Risk

                           (c)      the loss of all licence fees from time to
                                    time payable by the Tenant pursuant to the
                                    Internal Car Parking Licence for a period of
                                    three years or such longer period as the
                                    Landlord may from time to time reasonably
                                    consider to be sufficient for the purpose of
                                    rebuilding and reinstating the Building in
                                    the event of its total destruction by an
                                    Insured Risk

                  6.1.2    If and whenever during the Term:

                           (a)      the Building or the Common Parts or any part
                                    of them are damaged or destroyed or
                                    inaccessible by an Insured Risk and

                           (b)      payment of the insurance moneys is not
                                    refused in whole or in part by reason of any
                                    act or default of the Tenant any subtenant
                                    or of anyone at the Premises expressly or by
                                    implication with the Tenant's or subtenant's
                                    authority

                           the Landlord shall use reasonable endeavours to
                           obtain as soon as practicable all planning
                           permissions and other permits and consents that may
                           be required (if any) under the Planning Acts or other
                           statutes to enable the Landlord to rebuild or
                           reinstate ("Reinstatement Permissions")

                                       34
<PAGE>
                  6.1.3    Subject to the Landlord obtaining all necessary
                           Reinstatement Permissions and subject to the
                           provisions of the next following sub-clause the
                           Landlord shall as soon as the Reinstatement
                           Permissions have been obtained or immediately where
                           no Reinstatement Permissions are required apply all
                           moneys received from the insurers pursuant to the
                           policy of insurance referred to in clause 6.1.1
                           (otherwise than in respect of loss of the Basic Rent)
                           in rebuilding or reinstating the Premises or the
                           Common Parts or the part of them so damaged or
                           destroyed PROVIDED THAT the building to be erected
                           need not be identical to the Building but shall be no
                           less commodious or accommodating

                  6.1.4    The Landlord shall not be liable to rebuild or
                           reinstate the Building or the Common Parts if and for
                           so long as such rebuilding or reinstating is
                           prevented by any Supervening Events and for the
                           purposes of this clause the expression "Supervening
                           Events" means any one or more of the following
                           namely:

                           (a)      that despite the Landlord using its
                                    reasonable endeavours to obtain the
                                    Reinstatement Permissions, the same have not
                                    been granted

                           (b)      that any of the Reinstatement Permissions
                                    has been granted subject to a lawful
                                    condition with which in all the
                                    circumstances it would be unreasonable to
                                    expect the Landlord to comply

                           (c)      that some defect or deficiency in the site
                                    upon which the rebuilding or reinstatement
                                    is to take place would mean that the same
                                    could be undertaken only at a cost that
                                    would be unreasonable in all the
                                    circumstances

                           (d)      the rebuilding or reinstatement is prevented
                                    by war Act of God or Government action or


                           (e)      any other circumstance beyond the control of
                                    the Landlord


                  6.1.5    If upon the expiry of a period of 2 years and 6
                           months (or such longer period if applicable being 6
                           months less than the period the Landlord insures for
                           loss of Basic Rent in accordance with clause 6.1.1(b)
                           commencing upon the date of the damage or
                           destruction) the Premises have not been rebuilt or
                           reinstated so as to be fit for occupation and
                           accessible and/or the Landlord shall not have
                           obtained all Reinstatement Permissions either party
                           may by notice served upon the other at any time
                           within six months of the expiry of such period invoke
                           the provisions of the next following sub-clause

                  6.1.6    Upon service of a notice in accordance with the
                           immediately preceding sub-clause

                                       35
<PAGE>
                           (a)      the Term and this demise shall thereupon
                                    absolutely cease and determine but without
                                    prejudice to any rights or remedies which
                                    may have accrued to either party against the
                                    other or which may have accrued to the
                                    Landlord against any Guarantor

                           (b)      all moneys received in respect of the
                                    insurance effected by the Landlord pursuant
                                    to this clause shall belong to the Landlord

                  6.1.7    The Landlord shall produce to the Tenant on demand
                           but not more often than once in any year reasonable
                           evidence of the terms of the policy and of the fact
                           that the last premium has been paid

                  6.1.8    The Landlord shall request the insurers to note or
                           endorse on the policy the interest of the Tenant

         6.2      TENANT'S INSURANCE COVENANTS

                  The Tenant hereby covenants with the Landlord:

                  6.2.1    to pay to the Landlord throughout the Term without
                           deduction a fair proportion (based on the net
                           internal floor area of the Premises to the net
                           internal floor area of the Building) determined by
                           the Landlord of the sums which shall from time to
                           time be paid or payable by the Landlord for:

                           (a)      insuring the Premises

                           (b)      insuring in such amount and on such terms as
                                    the Landlord shall from time to time
                                    reasonably consider appropriate against all
                                    liability of the Landlord to third parties
                                    arising out of or in connection with any
                                    matter involving or relating to the Premises
                                    and so that:

                                    (i)      the first payment or payments under
                                             this clause shall be made on the
                                             date of this Lease in respect of
                                             the period from and including the
                                             date of this Lease to and including
                                             the day before the next policy
                                             renewal date or dates (any
                                             necessary apportionment being made
                                             according to the number of days in
                                             that period relative to the number
                                             of days in the period covered by
                                             the relevant policy) and

                                    (ii)     subsequent payments under this
                                             clause shall be made within seven
                                             days of demand and (if so demanded)
                                             in advance of the relevant policy
                                             renewal dates provided that in
                                             calculating the amounts payable by
                                             the Landlord by way of premium as
                                             referred to above no deduction
                                             shall be

                                       36
<PAGE>
                                             made in respect of any agency or
                                             other commission paid or allowed to
                                             the Landlord

                           (c)      within 7 days of receipt of a written demand
                                    an amount equal to all reasonable and proper
                                    costs and expenses from time to time
                                    incurred by the Landlord in obtaining a
                                    professional valuation of the Premises for
                                    insurance purposes but not more often than
                                    once in any 12 months of the Term

                           (d)      any additional premium sum or loading
                                    required to obtain cover for any of the
                                    Insured Risks

                  6.2.2    to comply with all the requirements of the Landlord's
                           insurers of which the Tenant shall have been notified
                           in writing

                  6.2.3    not to do or omit anything that could

                           (a)      cause any policy of insurance on or in
                                    relation to the Building or any part of it
                                    to become void or voidable wholly or in
                                    part; nor

                           (b)      anything by which any increased premium may
                                    become payable for any such insurance unless
                                    the Tenant (meaning in this case
                                    specifically Reflections Interactive
                                    Limited) has first notified the Landlord of
                                    the same and agreed to pay any increased
                                    premium and such premium

                                    (i)      relates only to Reflection
                                             Interactive Limited's use of the
                                             Premises; and

                                    (ii)     would not be chargeable once the
                                             Premises were no longer required to
                                             be so used

                  6.2.4    to keep the Premises supplied with such fire fighting
                           equipment as the insurers or the fire authority may
                           require and which is notified to the Tenant in
                           writing and to maintain such equipment to their
                           satisfaction and in efficient working order and at
                           least once in every six months to cause any sprinkler
                           system and other fire fighting equipment to be
                           inspected by a competent person

                  6.2.5    not to store or bring on to the Premises any article
                           substance or liquid of a combustible inflammable or
                           explosive nature and to comply with the requirements
                           and recommendations of the fire authority and the
                           reasonable requirements of the Landlord as to fire
                           precautions relating to the Premises

                  6.2.6    not to obstruct the access to any fire fighting
                           equipment or the means of escape from the Premises
                           nor to lock any fire door while the Premises are
                           occupied

                                       37
<PAGE>
                  6.2.7    to give notice to the Landlord immediately upon the
                           happening of any event which might affect any
                           insurance policy on or relating to the Premises or
                           upon the happening of any event against which the
                           Landlord may have insured under this Lease

                  6.2.8    if at any time the Tenant shall be entitled to the
                           benefit of any insurance on the Premises which is not
                           effected or maintained in pursuance of any obligation
                           contained in this Lease to apply all money received
                           by virtue of such insurance in making good the loss
                           or damage in respect of which such money shall have
                           been received

                  6.2.9    if and whenever during the Term the Building or any
                           part of it is damaged or destroyed by an Insured Risk
                           or any risk against which the Landlord has insured in
                           accordance with this clause and payment of the
                           insurance moneys is refused in whole or in part by
                           reason of any act or default of the Tenant any
                           subtenant or anyone at the Premises expressly or by
                           implication with the Tenant's or subtenant's
                           authority then immediately in every such case to pay
                           to the Landlord on demand the amount of the insurance
                           moneys in respect of which payment is refused

                  6.2.10   if and whenever during the Term the Premises or any
                           part of them are damaged or destroyed by any risk
                           against which the Landlord has insured in accordance
                           with this clause to pay to the Landlord within seven
                           days of demand the whole of the amount of any excess
                           required by the Landlord's insurers to be paid or a
                           fair proportion where the damage extends beyond the
                           Premises to other parts of the Building

         6.3      SUSPENSION OF RENT

                  If and whenever during the Term:

                  6.3.1    the Premises or the Common Parts or any part thereof
                           are damaged or destroyed by an Insured Risk so that
                           the Premises are unfit for occupation, use and/or
                           inaccessible and

                  6.3.2    payment of the insurance moneys is not refused in
                           whole or in part by reason of any act or default of
                           the Tenant or anyone at the Premises expressly or by
                           implication with the Tenant's authority

                  then the Basic Rent or a fair proportion of the Basic Rent
                  according to the nature and the extent of the damage sustained
                  shall cease to be payable until the expiry of a period
                  calculated from the occurrence of the destruction or damage
                  equal to the period for which the

                                       38
<PAGE>
                  Landlord has insured against loss of the Basic Rent or (if
                  sooner) until the Premises or the affected part shall have
                  been rebuilt or reinstated so that the Premises or the
                  affected part are again made fit for occupation or use and
                  once more accessible (any dispute as to such proportion or the
                  period during which the Basic Rent shall cease to be payable
                  to be determined at the option of the Landlord by an
                  individual valuer (acting as an expert) or by an arbitrator in
                  accordance with the Arbitration Act 1996 to be appointed
                  either by agreement between the parties or in default of
                  agreement by the President for the time being or next most
                  senior available officer of the Royal Institution of Chartered
                  Surveyors upon the application of either party)

7.       GUARANTOR'S COVENANTS

         The Guarantor covenants with the Landlord that during the Term:

         7.1      TO PAY OBSERVE AND PERFORM

                  The Tenant shall during the period that the Tenant remains
                  liable under this Lease punctually pay the Rents and observe
                  and perform the covenants and other terms of this Lease and of
                  every document supplemental to this Lease as well before or
                  after any disclaimer of this Lease by any liquidator or
                  trustee in bankruptcy or other persons so empowered and
                  notwithstanding any disability or lack of power of the Tenant
                  to enter into this Lease or any immunity of the tenant or any
                  invalidity or unenforceability of the provisions of this Lease
                  and notwithstanding the Tenant ceasing to exist and if the
                  Tenant shall fail to pay the Rents or to observe or perform
                  any of such covenants or other terms the Guarantor shall pay
                  the Rents and observe or perform the covenants which the
                  Tenant shall have failed to observe or perform and shall make
                  good to the Landlord within 7 days of a written demand and
                  indemnify and save harmless the Landlord against all losses
                  damages costs and expenses arising or incurred by the Landlord
                  (and that although as between the Tenant and the Guarantor the
                  Guarantor may only be a guarantor for the Tenant as between
                  the Guarantor and the Landlord the Guarantor is a principal
                  debtor or covenantor for all obligations herein contained as a
                  result of such non-payment non-performance or non-observance)
                  despite:

                  7.1.1    any time or indulgence granted by the Landlord to the
                           Tenant or any neglect or forbearance of the Landlord
                           in enforcing the payment of the Rents or the
                           observance or performance of such covenants or other
                           terms

                  7.1.2    any refusal by the Landlord to accept Rents tendered
                           by or on behalf of the Tenant at a time when the
                           Landlord was entitled (or would after the service of
                           a notice

                                       39
<PAGE>
                           under Section 146 of the Law of Property Act 1925
                           have been entitled) to re-enter the Premises

                  7.1.3    the fact that the terms of this Lease may have been
                           varied by agreement between the Landlord and the
                           Tenant provided that such variation shall not be more
                           onerous for the Guarantor

                  7.1.4    the fact that the Rents may have been increased
                           either in accordance with any provisions for rent
                           review contained in this Lease or otherwise

                  7.1.5    the fact that the Tenant shall have surrendered part
                           of the Premises (in which event the liability of the
                           Guarantor shall continue in respect of the part of
                           the Premises not so surrendered after making any
                           necessary apportionments under Section 140 of the Law
                           of Property Act 1925)

                  7.1.6    any other act or thing by which but for this
                           provision the Guarantor would have been released

         7.2      TO TAKE LEASE FOLLOWING DISCLAIMER

                  If for any reason the Term shall be prematurely determined or
                  if the Tenant (being an individual) shall become bankrupt or
                  (being a company) shall enter into liquidation and the trustee
                  in bankruptcy or liquidator shall disclaim this Lease or if
                  this Lease shall otherwise be disclaimed in circumstances
                  releasing the estate of the Tenant from liability or if the
                  Landlord would under any authorised guarantee agreement be
                  entitled to require the Tenant to take a new lease of the
                  Premises the Guarantor shall if the Landlord shall within 3
                  months after the determination or disclaimer so request in
                  writing take from the Landlord a lease of the Premises:

                  7.2.1    to take effect from the date of the determination or
                           disclaimer

                  7.2.2    for a term commencing on the date of the
                           determination or disclaimer and equal in length to
                           the residue of the Contractual Term which would have
                           remained had there been no determination or
                           disclaimer

                  7.2.3    reserving by way of initial rent an amount equal to
                           the Basic Rent payable immediately prior to the date
                           of the determination or disclaimer or (if at the date
                           of the determination or disclaimer any provision for
                           the review of rent has neither been invoked nor
                           agreed not to be invoked) an amount ascertained in
                           accordance with the Third Schedule as if the date of
                           the determination or disclaimer were a Review Date
                           such initial rent to be payable from that date

                                       40
<PAGE>
                  7.2.4    imposing on the Guarantor the same obligations
                           (whether under this Lease or under any document
                           supplemental to this Lease) as the Tenant was subject
                           to immediately before the determination or disclaimer
                           and

                  7.2.5    otherwise containing the same terms and provisions as
                           this Lease including the provisions for rent review
                           (except that the Guarantor shall not be required to
                           procure that any other person is made a party to the
                           new lease as guarantor) and in such case the
                           Guarantor shall pay the costs of such new lease and
                           forthwith execute and deliver to the Landlord a
                           Counterpart of it

         7.3      TO MAKE PAYMENTS FOLLOWING DISCLAIMER

                  If this Lease shall be disclaimed or prematurely determined
                  and for any reason the Landlord does not require the Guarantor
                  to accept a new lease of the Premises the Guarantor 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 Premises and the Rents in both cases for the
                  period commencing with the date of such disclaimer or
                  determination and ending on whichever is the earlier of the
                  following dates:

                  7.3.1    the date 3 months after such disclaimer or
                           determination and

                  7.3.2    the date (if any) upon which the Premises are relet

         7.4      AUTHORISED GUARANTEE AGREEMENT

                  If the Tenant enters into an authorised guarantee agreement
                  the Guarantor shall covenant with the Landlord in such form as
                  the Landlord shall reasonably require that

                  7.4.1    the Tenant shall pay all sums payable under and
                           observe and perform the covenants on its part
                           contained in the authorised guarantee agreement

                  7.4.2    it will keep the Landlord indemnified from and
                           against all actions proceedings costs claims losses
                           and demands arising by reason of any default by the
                           Tenant

                  7.4.3    any neglect or forbearance of the Landlord or any
                           disability or immunity or lack of power of the Tenant
                           or the Tenant ceasing to exist shall not release or
                           exonerate the Guarantor

                  7.4.4    the Guarantor shall (should the Landlord so require)
                           accept a new lease of the Premises on the same terms
                           and in the same circumstances as the Landlord may
                           require the Tenant to accept a new lease of the
                           Premises

                                       41
<PAGE>
8.       PROVISOS

         8.1      RE-ENTRY

                  If and whenever during the Term:

                  8.1.1    the Rents (or any of them or any part of them) under
                           this Lease are outstanding for 21 days after becoming
                           due (in the case of the rent firstly reserved in
                           clause 3 whether formally demanded or not) or

                  8.1.2    there is a breach by the Tenant of any covenant or
                           other term of this Lease or of any document
                           supplemental to this Lease or

                  8.1.3    there is a breach by any Guarantor of the Guarantor's
                           covenants contained in this Lease or of any covenants
                           in favour of the Landlord entered into by any new
                           additional substitute or other guarantor or any other
                           person (whether an assignee or underlessee or
                           otherwise) (a "Covenantor") pursuant to this Lease
                           or

                  8.1.4    there occurs in relation to the Tenant (or where the
                           Tenant comprises two or more persons there occurs in
                           relation to any of such persons) a Terminating Event
                           or

                  8.1.5    any Guarantor who is an individual (or where any
                           Guarantor comprises two or more persons any of such
                           persons being an individual) dies or has a receiver
                           appointed under the Mental Health Act 1983 or there
                           occurs in relation to the Guarantor (or where any
                           Guarantor comprises two or more persons any of such
                           persons) a Terminating Event and the Tenant does not
                           obtain a replacement new Guarantor in accordance with
                           clause 4.30

                  then and in any such case the Landlord may re-enter the
                  Premises (or any part of them in the name of the whole) at any
                  time (and even if any previous right of re-entry has been
                  waived) and upon such re-entry the Term shall absolutely
                  cease but without prejudice to any rights or remedies which
                  may have accrued to either party against the other (including
                  where applicable and without prejudice to the generality of
                  the above any right which the Landlord may have against the
                  Tenant in respect of the breach giving rise to the re-entry)
                  or which may have accrued to the Landlord against any
                  Guarantor

         8.2      EXCLUSION OF USE WARRANTY

                  Nothing in this Lease or in any consent granted by the
                  Landlord under this Lease shall imply or warrant that the
                  Premises may lawfully be used under the Planning Acts for the
                  Permitted User or for any other purpose

                                       42
<PAGE>
         8.3      TENANT'S PROPERTY

                  If after the Tenant has vacated the Premises on the expiry of
                  the Term any property of the Tenant remains in or on the
                  Premises and the Tenant fails to remove it within seven days
                  after vacating:

                  8.3.1    the Landlord may as the agent of the Tenant sell such
                           property and account to any third party from such
                           proceeds of sale for any costs expenses and VAT
                           incurred directly or indirectly in connection with
                           such sale and the Tenant shall indemnify the Landlord
                           against any liability incurred by it to any third
                           party whose property shall have been sold by the
                           Landlord in the mistaken belief held in good faith
                           (which shall be presumed unless the contrary be
                           proved) that such property belonged to the Tenant and

                  8.3.2    if the Landlord having made reasonable efforts is
                           unable to locate the Tenant the Landlord shall be
                           entitled to retain such proceeds of sale (or such net
                           proceeds of sale as the case may be) absolutely and

                  8.3.3    the Tenant shall indemnify the Landlord against any
                           damage occasioned to the Premises and any actions
                           claims proceedings costs expenses and demands made
                           against the Landlord caused by or related to the
                           presence of the property in or on the Premises

         8.4      COMPENSATION ON VACATING

                  Any statutory right of the Tenant to claim compensation from
                  the Landlord on vacating the Premises shall be excluded to the
                  extent that the law allows

         8.5      SERVICE OF NOTICES

                  The provisions of Section 196 of the Law of Property Act 1925
                  as amended by the Recorded Delivery Service Act 1962 shall
                  apply to the giving and service of all notices and documents
                  under or in connection with this Lease except that Section 196
                  shall be deemed to be amended as follows:

                  8.5.1    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"

                  8.5.2    any notice or document shall also be sufficiently
                           served if sent by telex telephonic facsimile
                           transmission or any other means of electronic
                           transmission to the party to be served and that
                           service shall be deemed to be made on the day of
                           transmission if

                                       43
<PAGE>
                           transmitted before 4 p.m. on a day between Monday to
                           Friday (inclusive) except Christmas Day Good Friday
                           or statutory bank holidays but otherwise on the next
                           following such day and in this clause "party"
                           includes every Guarantor

         8.6      RIGHTS AND EASEMENTS

                  The operation of the Law of Property Act Section 62 is
                  excluded from this letting and the only rights granted to the
                  Tenant are those expressly set out in the Lease and the Tenant
                  will not during the Term acquire or become entitled to any
                  easement over any adjoining premises and any easement
                  exercised over any adjoining premises will be regarded as
                  being by virtue of a determinable licence from the Landlord

         8.7      PERPETUITY PERIOD

                  The perpetuity period applicable to this Lease is eighty years
                  beginning on the date of this Lease and whenever in the Lease
                  either party is granted a future interest it must vest within
                  that period and if it has not it will be void

         8.8      VAT ELECTION

                  If the Landlord has an option whether or not to charge VAT on
                  the Rents or any of them the Tenant hereby irrevocably
                  consents to the free exercise of that option by the Landlord
                  to the extent from time to time permitted by law

9.       BREAK CLAUSE

         The Tenant may determine this Lease on the fifth anniversary of the
         Term Commencement Date by giving no less than twelve months' prior
         notice in writing to the Landlord though without prejudice to the
         rights of either party in relation to any antecedent breach

10.      LANDLORD AND TENANT (COVENANTS) ACT 1995

         The Landlord and the Tenant certify that this is a new lease for the
         purposes of the Landlord and Tenant (Covenants) Act 1995

11.      RIGHTS OF THIRD PARTIES

         This Lease does not create, confer or purport to confer any benefit or
         right enforceable by any person not a party to it except that a person
         who is a permitted successor to or assignee of the rights of a party to
         this Lease is deemed to be a party to this Lease

IN WITNESS of which this Deed has been duly executed the day and year first
above written

                                       44
<PAGE>
                                 FIRST SCHEDULE

                                (Rights granted)

The Tenant and those deriving title through or otherwise authorised by the
Tenant shall have the following rights during the Term:

1.    At all times the right of access to and egress from the Premises on foot
      and (where appropriate) with vehicles through the Common Parts and the
      right otherwise to use the Common Parts for the purposes for which they
      are intended

2.    The right to connect into and use (subject to the Regulations and the
      regulations of any appropriate authority) the Conducting Media now or
      during the Term serving the Premises

3.    The right to connect into and use such Facilities as may from time to time
      be available for connection to individual Units

4.    The right of support and protection for the Premises from the remainder of
      the Building

5.    The right to store rubbish in any bin store area designated by the
      Landlord

6.    The right to use those ground floor showers and lavatories in the Building
      that are designated from time to time by the Landlord

7.    The right to display in such area of the Building as the Landlord shall
      specify from time to time a nameplate or sign in a position and of a size
      to be approved by the Landlord showing the Tenant's name and other details
      approved by the Landlord subject however to the provisions of clause 4.10

8.    The right for the Tenant and all persons authorised by the Tenant
      (including contractors and workmen) to enter other parts of the Building
      but so far only as such entry may be:

      8.1   necessary to enable the Tenant to perform its obligations under this
            Lease or any document supplemental to this Lease or

      8.2   reasonably incidental to the use and enjoyment of the Premises in
            accordance with the terms of this Lease

      and subject to the Tenant causing as little disturbance or inconvenience
      as possible and making good forthwith to the reasonable satisfaction of
      the Landlord any damage done to any other parts of the Building in
      exercise of such right

9.    The right to lay and run other conducting media for telecommunications,
      electricity, data transfer and anything reasonably required for the
      Tenant's use of the Premises through the ceiling and floor voids above and
      below the Premises subject to the Landlord's prior consent which shall not
      be


                                       45
<PAGE>
      unreasonably withheld or delayed (and such works will be treated as
      internal non-structural alterations in relation to clause 4.9 of this
      Lease)


                                       46
<PAGE>
                                 SECOND SCHEDULE

                                (Rights reserved)

1.    The free passage and running of water soil gas telephone and any other
      services or supply through all Conducting Media now or within the Term to
      be constructed to serve any Retained Property or adjoining property and
      passing in over or under the Premises together with the right on not less
      than 48 hours' notice (save in emergency) to enter upon the Premises for
      the purpose of constructing inspecting connecting into repairing or
      renewing such Conducting Media or any of them making good any damage
      thereby caused

2.    The right to lay install and maintain in on under or over the Premises at
      any time during the Term any Conducting Media for the provision of
      services or supplies to any adjoining property

3.    The right at all reasonable times and (save in cases of emergency) upon
      reasonable prior notice to enter and for so long as reasonably required
      to remain in the Premises:

      3.1   to ascertain that the covenants and conditions of this Lease have
            been and are being observed and performed

      3.2   to view and record the state of repair and condition of the Premises
            and/or take schedules and/or inventories of fixtures and other items
            to be yielded up on the expiration of the Term

      3.3   to give to the Tenant (or leave upon the Premises) a notice
            specifying any defects wants of repair cleaning maintenance or
            decorating or other breaches of covenants under the terms of this
            Lease

      3.4   to inspect and measure the Premises for all purposes connected with
            any pending or intended step under the 1954 Act or the
            implementation of the provisions for rent review and

      3.5   to carry out any works of repair construction development
            improvement alteration or otherwise to or in any other Units the
            Retained Property or any adjoining property and for the purpose of
            such works to erect scaffolding notwithstanding interference with
            the access of light or air to the Premises or temporary
            interference with any other right or easement (but so that as far as
            practicable pedestrian access to the Premises and supplies of water
            gas telephone and electricity and drainage to the Premises where
            applicable will be maintained at all times)

      3.6   to carry out the Services


4.    Full right and liberty at any time after the date of this Lease to alter
      raise the height of or rebuild any buildings erected or at any time
      hereafter erected on any premises adjoining the Building or


                                       47

<PAGE>
      elsewhere notwithstanding the fact that the same may obstruct affect
      or interfere with the amenity of or the access to the Premises or the
      passage of light and air to the Premises

5.    The right with the Landlord's Surveyor and the third party determining the
      Rent in default of agreement between the parties under any provisions for
      rent review contained in this Lease at any reasonable time and on
      reasonable prior notice to enter upon inspect and measure the Premises for
      all purposes connected with any pending or intended step under the 1954
      Act or the implementation of such provisions for rent review

6.    The right of support and protection for the Building and the Retained
      Property from the Premises

7.    The right in an emergency to pass through the Premises in accordance with
      any regulation or requirement of any competent authority


                                       48
<PAGE>
                                 THIRD SCHEDULE

                             (Rent and Rent Review)

1.    DEFINITIONS

      1.1   The terms defined in this paragraph shall for all purposes of this
            Schedule have the meanings specified

            1.1.1       "Assumptions" means the following assumptions at the
                        relevant Review Date:

                        (a)   that no work has been carried out on the Premises
                              by the Tenant its subtenants or their predecessors
                              in title during the Term which has diminished the
                              rental value of the Premises

                        (b)   that if the Premises or any access or essential
                              services to them have been destroyed or damaged
                              they have been fully restored

                        (c)   (i)  that the covenants contained in this Lease on
                                   the part of the Tenant have been fully
                                   performed and observed; and

                              (ii) that if there are any breaches of any
                                   Landlord's covenants they are at most minor
                                   and not of any material nature or effect

                        (d)   that the Premises are available to be let by a
                              willing landlord to a willing tenant by one lease
                              without a premium being paid by either party and
                              with vacant possession

                        (e)   that the Premises are ready for and fully fitted
                              out and equipped for immediate occupation and for
                              all purposes required by the willing tenant
                              referred to in paragraph


                                       49
<PAGE>
                              1.1.1(d) and that all the services required for
                              such occupation and use are connected to and
                              immediately available for use at the Premises

                        (f)   that the lease referred to in paragraph 1.1.1
                              (d) contains the same terms as this Lease except
                              the amount of the Initial Rent and any rent-free
                              or nominal rent-free period allowed to the Tenant
                              but including the provisions for rent review on
                              the Review Dates and is to be regarded
                              (notwithstanding its date of commencement) as a
                              new tenancy as defined in Section 28 of the
                              Landlord and Tenant (Covenants) Act 1995

                        (g)   that the rent under the lease referred to in
                              paragraph 1.1.1(d) shall be ascertained ignoring
                              and without making any discount reduction or
                              allowance to reflect (or compensate the Tenant for
                              the absence of) any rent free period or
                              concessionary rent period or contribution to
                              fitting out works or other inducement which would
                              or might be made by the willing landlord to the
                              willing tenant upon the grant of the said lease

                        (h)   that the term of the lease referred to in
                              paragraph 1.1.1 (d) is a period of 10 years and
                              that such term begins on the relevant Review Date
                              and that rent shall commence to be payable from
                              that date and that the years during which the
                              tenant covenants to decorate the Premises are at
                              similar intervals after the beginning of the term
                              of such lease as those specified in this Lease

                        (i)   that the Tenant is able to recover any Value


                                       50
<PAGE>
                              Added Tax payable by it on rent and other
                              payments to be made by it under this Lease

                        (j)   that the Tenant proposes either to occupy the
                              whole of the premises or that subtenants are
                              immediately available for any parts that the
                              Tenant does not intend to occupy and that such
                              subtenants are willing and able to enter into
                              underleases on similar terms (other than as to
                              rent) and with the same assumptions and disregards
                              as this Lease and that all consents required by
                              the Tenant or sub-tenant will be granted and that
                              all sub-leases will begin on the relevant Review
                              Date

                        (k)   that all Internal Car Parking Spaces and External
                              Car Parking Spaces are available to the Tenant
                              pursuant to and on the terms of the Internal Car
                              Parking Licence and External Car Parking Licence
                              and that none have been surrendered by the Tenant
                              (but that the Tenant's rights to surrender the
                              same as Licensee under the terms of the Internal
                              Car Parking Licence and the External Car Parking
                              Licence respectively are similarly available)
                              PROVIDED ALWAYS that in determining the effect
                              upon the review of rent under this Lease of the
                              said internal and external parking spaces enjoyed
                              pursuant to the said internal and external parking
                              licences full regard is had to:

                              (a)   the licence fees presently charged by the
                                    Landlord to the Tenant separately under each
                                    of the licences for each parking space; and


                                       51
<PAGE>
                              (b)   the fact that the said licence fees are
                                    themselves subject to annual upwards only
                                    reviews and not 5 yearly reviews and the
                                    likely benefit to the Landlord of such
                                    reviews in the period up to the next review
                                    of rent under this lease; and

                              (c)   the basis upon which the said licence fees
                                    are reviewed; and

                              (d)   the likely determination of any licence fee
                                    review outstanding at the time the rent
                                    under this Lease falls to be reviewed

            1.1.2 "Disregarded Matters" means:

                        (a)   any effect on rent of the fact that the Tenant its
                              subtenants or their respective predecessors in
                              title have been in occupation of the Premises

                        (b)   any goodwill attached to the Premises by reason of
                              the carrying on at the Premises of the business of
                              the Tenant its subtenants or their predecessors in
                              title in their respective businesses

                        (c)   any increase in rental value of the Premises
                              attributable to the existence at the relevant
                              Review Date of any improvement to the Premises
                              carried out with consent where required otherwise
                              than in pursuance of an obligation to the Landlord
                              or its predecessors in title either:

                              (i)   by the Tenant its subtenants or their
                                    respective predecessors in title during the
                                    Term or during any period of


                                       52
<PAGE>
                                    occupation prior to the Term arising out of
                                    any agreement to grant this Lease or

                              (ii)  by any tenant or subtenant of the Premises
                                    before the commencement of the Term so long
                                    as the Landlord or its predecessors in title
                                    have not since the improvement was carried
                                    out had vacant possession of the relevant
                                    part of the Premises

                        (d)   any effect on rent of any requirement in the lease
                              referred to in paragraph 1.1.2(c)(ii) for the
                              Tenant to require the Landlord's consent to assign
                              or for the Tenant to enter into an Agreement
                              pursuant to clause 4.11.5(a)

                        (e)   all restrictions whatsoever relating to the amount
                              of rent or the payment or recovery of rent
                              contained in any Act of Parliament and any
                              direction thereby given relating to any method of
                              determining rent which may have the effect of
                              reducing the current market rental

1.1.3 "President"       means the President for the time being of the Royal
                        Institution of Chartered Surveyors the duly appointed
                        deputy of the President or any person authorised by the
                        President to make appointments on his behalf

1.1.4 "Review Period"   means the period between the Review Date and the last
                        day of the Contractual Term



2.    ASCERTAINING THE BASIC RENT

      2.1   The Basic Rent shall be:

            2.1.1 until the Review Date the Initial Rent and


                                       53
<PAGE>
            2.1.2 during the Review Period a rent equal to the greater of:

                  (a)   the Basic Rent payable immediately prior to the Review
                        Date or (if payment of Basic Rent has been suspended
                        pursuant to the proviso to that effect contained in this
                        Lease) the Basic Rent which would have been payable had
                        there been no such suspension or

                  (b)   such rent as may be ascertained in accordance with this
                        Schedule

      2.2   If the parties shall fail to agree the new rent the Landlord may not
            more than three months before the Review Date require the open
            market yearly rack rent to be determined by the Independent Surveyor
            who shall act as an arbitrator or expert at the option of the
            Landlord (such option to be exercised by the Landlord at that time
            and in default it being agreed that the Independent Surveyor is to
            act as an Expert)

      2.3   The revised Basic Rent to be determined by the Independent Surveyor
            shall be such as he shall decide to be the best yearly rack rent at
            which the Premises might be expected to be let on the open market at
            the Review Date making the Assumptions but disregarding the
            Disregarded Matters

      2.4   In the case of the Independent Surveyor acting as an arbitrator the
            arbitration shall be conducted in accordance with the Arbitration
            Act 1996 except that if the arbitrator appointed pursuant to
            paragraph 2.2 shall die or decline to act the President may on the
            application of either party discharge the Arbitrator and appoint
            another in his place and the cost of the arbitration shall be
            allocated by the Arbitrator

      2.5   In the case of the Independent Surveyor acting as an expert the fees
            and expenses of his nomination shall be borne equally by the
            Landlord and the Tenant who shall otherwise each bear their own
            costs and if the expert nominated pursuant to paragraph 2.2 hereof
            shall die or decline to act the President may on the application of
            either party discharge the valuer and appoint another in its place

      2.6   Whenever the revised Basic Rent shall have been ascertained in
            accordance with this Schedule memoranda to that effect shall be
            signed by or on behalf of the parties and annexed to this Lease and
            its counterpart and the parties shall bear their own costs in this
            respect

3.    ARRANGEMENTS PENDING ASCERTAINMENT OF REVISED BASIC RENT

      3.1   If the revised Basic Rent payable during any Review Period has not
            been ascertained by the Review Date the Basic Rent shall continue to
            be payable at the rate previously payable such payments being on
            account of the Basic Rent for the Review Period


                                       54
<PAGE>

      3.2   If one party shall upon publication of the arbitrator's award or the
            determination by the expert pay all the Independent Surveyor's fees
            and expenses such party shall be entitled to recover such proportion
            of them (if any) as the Independent Surveyor shall award against the
            other party

4.    PAYMENT OF REVISED BASIC RENT

      4.1   If the revised Basic Rent shall be ascertained on or before the
            Review Date and that date is not a quarter day the Tenant shall on
            the Review Date pay to the Landlord the amount by which one
            quarter's Basic Rent at the rate payable on the immediately
            preceding quarter day is less than one quarter's Basic Rent at the
            rate of the revised Basic Rent any necessary apportionment being
            made on a daily basis and according to the number of days in the
            period ruling which the revised Basic Rent is payable relative to
            365 days for that part of the quarter during which the revised Basic
            Rent is payable

      4.2   If the revised Basic Rent payable during the Review Period has not
            been ascertained by the Review Date then immediately after the date
            when the same shall be agreed between the parties or the date upon
            which the arbitrator's award or expert's determination shall be
            received by both parties the Tenant shall pay to the Landlord:

            4.2.1 any shortfall between the Basic Rent which would only have
                  been paid on the Review Date and on any subsequent quarter
                  days had the revised Basic Rent been ascertained on or before
                  the Review Date and the payments made by the Tenant on account
                  and

            4.2.2 interest at three percentum less than the Interest Rate
                  prevailing on the day upon which the shortfall is paid in
                  respect of each instalment of Basic Rent due on or after
                  Review Date on the amount by which the instalments of revised
                  Basic Rent which would have been paid on the Review Date or
                  the relevant quarter day exceeds the amount paid on account
                  and such Interest shall be payable for the period from the
                  date upon which the instalment was due up to the date of
                  payment of the shortfall

5.    ARRANGEMENTS WHEN INCREASING BASIC RENT PREVENTED ETC


      5.1   If on the Review Date there shall be in force a statute which shall
            prevent restrict or modify the Landlord's right to review the Basic
            Rent in accordance with this Lease and/or to recover any increase in
            the Basic Rent the Landlord shall when such restriction or
            modification is removed relaxed or modified be entitled (but without
            prejudice to its rights (if any) to recover any Basic Rent the
            payment of which has only been deferred by law) on giving not less
            than


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            one month's notice in writing to the Tenant at any time after the
            restriction or modification is removed relaxed or modified to invoke
            the provisions of paragraph 5.2

      5.2   Upon the service of a notice pursuant to paragraph 5.1 the Landlord
            shall be entitled:

            5.2.1 to proceed with any review of the Basic Rent which may have
                  been prevented or further to review the Basic Rent in respect
                  of any review where the Landlord's right was restricted or
                  modified and the date of expiry of the said notice shall be
                  deemed for the purposes of this Lease to be the Review Date

            5.2.2 to recover any increase in Basic Rent with effect from the
                  earliest date permitted by law


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                                 FOURTH SCHEDULE

                    (Matters to which the demise is subject)

The matters contained in or referred to in the title registers of title numbers
TY359222 and TY149332 insofar as the same subsist, relate to and affect the
Premises (excluding financial charges) as at the 21st day of May 2001 and the
15th day of March 2001 respectively


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<PAGE>

                                 FIFTH SCHEDULE

                                (Service Charge)

1.    THE SERVICES

      In this part of this Lease "the Services" are those services appropriate
      to the proper efficient and effective management and maintenance of the
      Building including (but not limited to):

      1.1   keeping the structure walls foundation roofs floors and ceilings of
            the Building and any other part of the Building which is not
            included in a Unit in good and substantial repair condition and
            decoration (which shall include the renewal and rebuilding of the
            same where repair is no longer economically viable)

      1.2   the inspection testing repair servicing and maintenance (including
            replacement of parts where appropriate) of the Retained Property
            (which for the avoidance of doubt in this Schedule shall not include
            any areas of the Building designated from time to time for use as a
            cafe or as conference facilities)

      1.3   cleaning and lighting the Retained Property and refuse disposal and
            window cleaning to the external windows in the Building and its
            atrium as often (in each case) as the Landlord shall deem necessary

      1.4   decorating and furnishing the Retained Property and providing and
            maintaining decorative features such as landscaped areas flowers
            shrubs trees and grassed areas

      1.5   operating all Facilities

      1.6   the provision of heating and air conditioning for the Building

      1.7   providing further or improved Facilities for the greater amenity of
            those using or for the more efficient management of the Building

      1.8   carrying out such works and taking such other action as may be
            appropriate in order to comply with the lawful requirements or
            recommendations of any insurer or any authority

      1.9   taking such action as may be appropriate to maintain the security of
            the Building including the provision of a CCTV system

      1.10  the preparation and enforcement of Regulations

      1.11  insurance of plant and equipment and of the furnishings and contents
            of the Retained Property and such other insurance relating to the
            management of the Building as the Landlord may consider prudent


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<PAGE>

      1.12  enforcing or attempting to enforce the observance of covenants on
            the part of any lessee of part of the Building

      1.13  providing a reception/concierge facility during normal business
            hours and such extended hours as the Landlord shall notify the
            Tenant in the Regulations from time to time

      1.14  any other services and works as the Landlord may deem desirable or
            necessary in the interest of high standards of estate management for
            the benefit of the Building or any part thereof or the lessees
            tenants or occupiers thereof or for securing or enhancing any
            amenity of or within the Building

2.    SERVICE COSTS (FIRST FIVE YEARS)

      During the period commencing from the Term Commencement Date and expiring
      on the day immediately preceding the fifth anniversary of the Term
      Commencement Date ("the Initial Period") the Service Cost Payment shall be
      calculated as follows:

      2.1   "Base Service Charge" shall mean L103,615.25 (ie L4.45 per square
            foot)

      2.2   "Index" means the Index of Retail Prices as published by the Office
            for National Statistics

      2.3   The "Service Cost Payment" shall be:

            2.3.1 until the first anniversary of the Term Commencement Date the
                  Base Service Charge and

            2.3.2 with effect from each subsequent anniversary of the Term
                  Commencement Date (until the expiry of the Initial Period) the
                  greater of:

                  (a)   the Service Cost Payment payable immediately prior to
                        the relevant anniversary thereof or

                  (b)   the revised Service Cost Payment when the same is
                        increased by the same proportion as the increase in the
                        Index during such period in accordance with the
                        following formula:

                      RS = R x (CV divided by PV)

                      where

                      RS = the revised Service Cost Payment payable with
                      effect from the relevant anniversary

                      R = the Service Cost Payment payable immediately prior
                      to the relevant anniversary


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<PAGE>


                      CV (Current Value) = the most recently published value
                      of the Index available at the date of the relevant
                      anniversary

                      PV (Previous Value) = the most recently published value
                      of the Index available at the date of the previous
                      anniversary or (in the case of the first review thereof)
                      at the date this Lease is executed (being 173.3 a at
                      July 2001)

      2.4   If it becomes impossible by reason of any change after today's date
            in the methods used to compile the Index or for any reason
            whatsoever to calculate the revised Service Cost Payment payable
            under the terms of this paragraph 2 or if any dispute or question
            whatsoever shall arise between the parties with respect to the
            construction or effect of this Schedule such questions shall be
            determined by an Arbitrator appointed either by agreement between
            the parties or (in the absence of agreement within 14 days of one
            party giving notice to the other of its nomination or nominations)
            on the nomination of the President (bearing the same meaning given
            in the Third Schedule) on the application of either party no earlier
            than three months prior to the relevant anniversary this being
            deemed to be a submission to arbitration within the meaning of the
            Arbitration Act 1996 who shall have full power to determine on such
            dates as he shall deem apposite what would have been the increase in
            the Index had it continued to be calculated on the same basis as it
            is currently calculated or (if that determination shall also be
            impossible) shall determine an appropriate revised Service Cost
            Payment for the purposes of paragraph.2.3.2(b) having regard to the
            purposes and intent of the provisions in this Schedule for the
            indexation of the Base Service Charge

      2.5   The Tenant hereby covenants to pay to the Landlord by way of
            additional rent by equal quarterly instalments in advance on each
            quarter day during the Initial Period and proportionally for less
            than a year (the first payment or proportionate payment to be made
            on the date of this Lease) an annual Service Charge Payment in such
            sum as is calculated pursuant to paragraph 2 of this Schedule

3.    SERVICE COSTS (AFTER 5 YEARS)

      In this part of this Lease "Service Costs" means the aggregate of: --

      3.1   all rates taxes charges assessments and outgoings payable in respect
            of all or any part of the Retained Property or in respect of the
            Building as a whole (as distinct from any one or more Units)

      3.2   the cost of electricity gas oil or other fuel supplies for the
            provision of the Services or otherwise consumed in the Retained
            Property


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<PAGE>

      3.3   the cost of providing maintaining and renewing such equipment
            materials and supplies as are from time to time required in order to
            provide the Services

      3.4   the cost of all maintenance and other contracts entered into in
            relation to the provision of the Services

      3.5   all contributions to Conducting Media roads party wall or structures
            or other things common to or used in common by the Building and
            other property

      3.6   the cost to the Landlord of complying with or contesting the
            requirements or proposals of any authority insofar as they relate to
            the Building (as distinct from any particular Unit)

      3.7   the reasonable fees of managing agents (if any) retained by the
            Landlord in relation to the management of the Building the provision
            of the Services and the collection of Rent Insurance Rent Service
            Charge and Service Charge Payment (as defined in clause 4.1 of this
            Schedule) due from tenants and occupiers of the Building (or where
            any such task is carried out by the Landlord a reasonable charge for
            the Landlord in relation thereto)

      3.8   the cost of obtaining from time to time professional valuations of
            the Building for insurance purposes

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

      3.10  VAT (or other tax) where chargeable on any of the Service Costs to
            the extent that it cannot be recovered as an input by the Landlord

      3.11  all other costs charges expenses and outgoings incurred in or
            incidental to the provision of the Services

4.    THE SERVICE CHARGE (AFTER 5 YEARS)

      4.1   In this clause:

            "Account Date"                means 31 December in each year or such
                                          other date in each year as the
                                          Landlord may reasonably stipulate

            "Account Period"              means the period from and excluding
                                          one Account Date up to and including
                                          the next Account Date

            "Total Charge"                means the total of all Service Costs
                                          during an Account Period net of any
                                          receipts from insurers the Tenant or
                                          other occupiers of the Building or
                                          third parties (otherwise


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<PAGE>


                                          than by way of a service charge) which
                                          are properly applicable towards
                                          payment of such Service Costs


            "Service Charge Proportion"   means such percentage as the
                                          Landlord's Surveyors consider is a
                                          fair proportion and the Landlord's
                                          Surveyor's decision shall in the
                                          absence of manifest error be final and
                                          binding of the Total Charge

            "Service Charge Payment"      means payment on account of the
                                          Service Charge Proportion

            "Account Statement"           means a statement certified by a duly
                                          qualified surveyor or accountant (and
                                          in the absence of manifest error to be
                                          accepted by the Tenant as conclusive)
                                          showing: the Total Charge for the
                                          relevant Account Period the Service
                                          Charge Proportion details of all
                                          Service Charge Payments received in
                                          respect of the relevant Account Period
                                          and any balance of Service Charge
                                          Proportion due from the Tenant or
                                          refund due to the Tenant


      4.2   The Tenant hereby covenants to pay to the Landlord by way of
            additional rent by equal quarterly instalments in advance on each
            quarter day from the date of expiry of the Initial Period and
            thereafter throughout the Term and proportionally for less than a
            year (the first payment or proportionate payment to be made on the
            fifth anniversary of the Term Commencement Date) an annual Service
            Charge Payment in such sum as the Landlord may from time to time
            reasonably demand having regard to actual and anticipated Service
            Costs

      4.3   As soon as practicable after an Account Date the Landlord shall
            submit to the Tenant an Account Statement for the Account Period
            ending on that Account Date giving details of the Service Charge
            Proportion and the aggregate Service Charge Payments for that
            Accounting Period and

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

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


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<PAGE>

      4.4   Where the commencement of the Contractual Term and the date of the
            expiration of the Term do not coincide with the beginning or end
            respectively of an Account Period the Service Charge Proportion for
            the initial and final part of the Account Periods shall be that
            proportion of the Service Charge which relates to the period on and
            from the commencement of the Contractual Term or ending on the date
            of the expiration of the Term as the case may be apportioned on a
            daily basis according to the number of days in the whole of the
            relevant Account Periods

      4.5   The provisions of this clause will survive the expiration of the
            Term

5.    ROOF GARDEN/BALCONY (THE WHOLE TERM)


      5.1   The Landlord shall throughout the Term provide as part of the
            Services for the Premises only maintenance repair and decoration of
            the railings on the roof including the balcony railings

      5.2   The Tenant covenants to pay to the Landlord by way of additional
            rent an additional Service Charge payment within 14 days of
            receiving an invoice for the same in respect of the reasonable and
            proper costs (including the ancillary costs referred to in the
            definition of "Service Costs"' contained in paragraph 3 above) of
            providing the services referred to in paragraph 5.1


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<PAGE>

EXECUTED AS A DEED by

PARABOLA ESTATES LIMITED acting
by:


Director                [Illegible signature]


Director/Secretary      [Illegible signature]


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