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                                                                    EXHIBIT 10.6

DATED 18th April                                                            1996
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                               Brixton Estate plc                            (1)

                                    - and -

                                MSU (UK) Limited                             (2)




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                                   L E A S E

                                     - of -

          Premises known as 526 528 and 534 Elder Gate on part of the
           Second floor of Elder House Milton Keynes Buckinghamshire

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                              Lovell White Durrant
                               65 Holborn Viaduct
                                London EC1A 2DY

                            Ref: P1/FMH/ASL/100944-1
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THIS LEASE is made the 18th day of April 1996

BETWEEN:

(1)      BRIXTON ESTATE PLC (registered in England No. 202342) whose registered
         office is at 22-24 Ely Place  London EC1N 6TQ (hereinafter called "the
         Landlord" which expression where the context so admits shall include
         the reversioner for the time being immediately expectant upon the term
         hereby granted) and

(2)      MSU (UK) LIMITED (registered in England No. 2587301) whose registered
         office is at 270 Upper Fourth Street Witan Gate West Central  Milton
         Keynes MK9 1DP (hereinafter called "the Tenant" which expression where
         the context so admits shall include the person or persons in whom the
         term hereby granted may from time to time be vested)

WITNESSES as follows:

1.       The Landlord HEREBY DEMISES to the Tenant the premises known as 526
         528 and 534 Elder Gate  Elder House  Milton Keynes  Buckinghamshire
         shown edged red on the attached plan and including the following:

(1)      The internal plaster and other surfaces of the structural load bearing
         walls and columns within the Premises and of the walls dividing the
         Premises from other parts of the building

(2)      The screed or other surfaces of the floor down to the structural load
         bearing parts of the floor.  The trunking system and carpet or other
         finishes to the floor

(3)      The plaster or other surfaces of the ceilings including the whole of
         any suspended or false ceilings within the premises and any void
         between the suspended or false ceilings and the actual ceiling

(4)      The frames and internal surfaces of the glass and the equipment and
         fittings comprising the external windows.  The doors and door frames
         equipment and fittings exclusively serving the Premises

(5)      All non load bearing walls and partitions including the doors, glass
         and fittings within the Premises

(6)      All the landlord's fixtures and fittings including all heating,
         electrical, gas, water, apparatus, sewers and drains exclusively
         serving the Premises

(7)      All conducting media exclusively serving the Premises

         (hereinafter called "the Premises") as the same forms part of the
         second floor of the Landlord's Building known as Elder House Elder
         Gate Milton Keynes Buckinghamshire (hereinafter called "the Building")
         TOGETHER WITH the rights set out in the First
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                                       2

         Schedule hereto EXCEPTING AND RESERVING to the Landlord and all others
         for the time being entitled thereto the rights set out in the Second
         Schedule hereto TO HOLD the Premises unto the Tenant for a term of
         five years beginning on and including the 22nd day March 1996 and
         ending on and including the 21st day of March 2001 (hereinafter called
         "the Term" which expression shall include the period of any
         continuation holding over or extension thereof) PAYING therefor clear
         of all deductions the rents first secondly thirdly fourthly and
         fifthly hereby reserved as follows:

         FIRST:

         (i)     From and including the 22nd day of March 1996 until and
                 including the 21st day of June 1996 the rent of a peppercorn
                 (if demanded)

         (ii)    From and including the 22nd day of June 1996 and for the
                 remainder of the Term the yearly rent of L.27,550 (twenty
                 seven thousand five hundred and fifty pounds)

         which said rent first herein reserved shall in each case be paid by
         four equal quarterly payments in advance on 1 January 1 April 1 July
         and 1 October in each year the first payment in respect of the period
         from the date hereof until the quarter day next following to be made
         on the date hereof

         SECONDLY: the Insurance Rent to be paid at the times and in the manner
         set out in clause 2(5) hereof

         THIRDLY: the Interim Charge and the Service Charge to be paid at the
         times and in the manner set out in clause 2(6) hereof

         FOURTHLY: all other sums payable by the Tenant to the Landlord under
         the terms of this Lease

         FIFTHLY: all Value Added Tax (or any tax of a similar nature) payable
         in respect of the aforesaid rents hereby reserved

2.       The Tenant HEREBY COVENANTS with the Landlord as follows:

(1)      The Tenant will pay the yearly rent first herein reserved without
         deduction set off or counterclaim at the times and in the manner
         aforesaid and if required by the Landlord the Tenant will pay such
         rent by banker's standing order or by credit transfer to such bank
         account in England as the Landlord may nominate

(2)      Without prejudice to any other right remedy or power of the Landlord
         if any rent or other sum of money due hereunder shall have become due
         but shall remain unpaid to pay on demand to the Landlord interest
         thereon at a rate equal to 3% above the base rate from
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                                       3

         time to time to National Westminster Bank plc being calculated on a
         day to day basis from the date upon which such rent or other sum of
         money became payable down to the date of payment and the aggregate
         amount for the time being so payable shall at the option of the
         Landlord be recoverable by action or as rent in arrear

(3)      The Tenant will also pay and discharge all rates taxes charges
         assessments impositions and outgoings whatsoever whether parliamentary
         parochial local or of any other description which are now or may at
         any time hereafter be assessed charged or imposed upon the said rent
         on the Premises or the owner or occupier hereof or the car parking
         spaces referred to in the First Schedule hereto Provided Always that
         the Tenant shall not be liable for the payment of any income or
         corporation tax chargeable in respect of the rents herein reserved or
         for any sum chargeable in respect of any dealing by the Landlord with
         its reversionary interest

(4)      The Tenants will also pay for all electricity (including any standing
         charges) consumed at the Premises and where the cost of such
         electricity is charged in the first instance to the Landlord the
         Tenants will promptly on demand pay such cost to the Landlord

(5)      The Tenant will also pay to the Landlord on demand from time to time
         by way of further rent a sum or sums of money (hereinafter called "the
         Insurance Rent") equal to a fair proportion of the premiums (including
         any tax charged on such premiums) which the Landlord may pay:

         (a)     for insuring the Building (including any Landlord's fixtures
                 and fittings therein but excluding the boundary walls gates
                 and fences of the Building so far as the risk of damage by
                 storm tempest or flood is concerned) in their full rebuilding
                 value (including the cost of demolition site clearance and
                 related matters and also including architects' and other
                 professional fees and Value Added Tax) against loss or damage
                 by fire aircraft and things dropped therefrom riot explosion
                 lightning storm flood tempest civil commotion malicious damage
                 and impact by vehicles and

         (b)     for insuring against three years' loss of the rents payable
                 hereunder; and

         (c)     for insuring against such other risks as the Landlord may from
                 time to time consider it necessary or proper to cover

         ALL WHICH RISKS mentioned in subclauses (a) and (c) of this subclause
         2(5) are hereinafter together called "the Insured Risks" and the
         Tenant shall also reimburse the Landlord on demand (made not more
         often than once in any period of 12 months) a proportion of the cost
         to the Landlord of valuing the Building for insurance purposes
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                                       4


(6)      The Tenant will also pay to the Landlord by way of further rent the
         Interim Charge and the Service Charge (as defined in the Fourth
         Schedule hereto) in accordance with the provisions contained in the
         Fourth Schedule hereto

(7)      The Tenant will once during the last quarter of the last year of the
         Term (however determined) paint or otherwise redecorate as appropriate
         all the inside walls ceilings wood and metalwork and other previously
         painted or decorated inside parts of the Premises and all additions
         thereto with two coats of good quality paint or other materials as
         appropriate and in the case of redecoration in the last quarter of the
         last year of the Term in a colour previously approved in writing by
         the Landlord (such approval not to be unreasonably withheld or
         delayed) in a proper and workmanlike manner to the reasonable
         satisfaction of the Landlord and with every such inside painting the
         Tenant will clean and treat the inside of all aluminum doors and
         windows and grain varnish and colour the inside wood of the Premises
         previously so grained varnished and coloured (damage or destruction by
         the Insured Risks excepted unless the insurance monies shall be
         irrevocable through any act or omission of the Tenant)

(8)(a)   The Tenant will at all times during the Term at its own cost well and
         substantially repair replace renew clean decorate and keep in good and
         substantial repair and condition the whole of the Premises (including
         without prejudice to the generality of the foregoing all partitions
         fixtures and fittings and glass in the Premises and all sanitary
         heating electrical gas water apparatus air-conditioning sewers and
         drains (the "conduits") exclusively serving the Premises and all walls
         within or forming part of the Premises) (save to the extent that it is
         the Landlord's responsibility to make good damage or destruction by
         any of the Insured Risks pursuant to clause 3(3) of this Lease)

(b)      The Tenant shall at the end of the Term (however determined) replace
         all the carpeting within the Premises with new carpeting of a quality
         design and colour similar to the quality design and colour of the
         carpeting supplied by the Landlord at the beginning of the Term and
         first approved by the Landlord whose approval shall not be
         unreasonably withheld or delayed

(9)(a)   Immediately prior to the expiration or sooner determination of the
         Term and at the Tenant's expense:

         (i)     to replace any landlord's fixtures and fittings which shall be
                 missing broken damaged beyond repair or destroyed with others
                 of equivalent quality and value and if  reasonably appropriate
                 in the opinion of the Landlord to repair those fixtures and
                 fittings where otherwise broken or damaged

         (ii)    to remove every sign writing or notice which the Landlord
                 shall require to be removed and (unless the Landlord shall
                 agree otherwise) to remove all tenant's
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                                       5

                 fixtures and fittings furniture and effects from the Premises
                 making good to the reasonable satisfaction of the Landlord all
                 damage caused thereby

         (iii)   to reinstate or remove all alterations or additions made to
                 the Premises at any time during the Term which the Landlord
                 shall require to be reinstated or removed making good to the
                 satisfaction of the Landlord all damage caused thereby

(b)      At the expiration or sooner determination of the Term quietly to yield
         up to the Landlord the Premises in such repair and condition as shall
         comply with the Tenant's obligations herein contained

(10)     The Tenant will keep the Premises clean and tidy and clean the
         internal surface of windows of the Premises at least once in each
         month

(11)     The Tenant will permit the Landlord and its agents to enter the
         Premises (with or without workmen) at all reasonable times in business
         hours during the Term on the giving of at least 24 hours written
         notice (except in the case of emergency) in order to enable the
         Landlord and its agents to view the state of repair decoration
         maintenance and condition of the Premises (including any garden or
         landscaped areas) and to give or leave on the Premises notice in
         writing to the Tenant of all defects and wants of repair decoration or
         maintenance then and there found and for which the Tenant is liable
         under this Lease and the Tenant will within two calendar months after
         the giving of such notice (and sooner if requisite) commence and
         thereafter proceed diligently to repair decorate maintain and clean
         the Premises in accordance with the Tenant's covenants in that behalf
         hereinbefore contained

(12)     If the Tenant shall at any time fail to keep in repair or to decorate
         or to clean or maintain the Premises in accordance with the Tenant's
         said covenants the Landlord shall be entitled (but without prejudice
         to the Landlord's right of re-entry hereinafter contained) to enter
         the Premises and repair decorate clean or maintain the Premises and
         the expense to the Landlord of carrying out such repairs or of
         decorating or maintaining or cleaning the Premises shall be paid by
         the Tenant to the Landlord promptly on demand and such sums shall be
         recoverable by the Landlord by distress (as rent in arrear) as well as
         by action

(13)     To pay to the Landlord on an indemnity basis all proper costs charges
         and expenses (including without prejudice to the generality of the
         foregoing the Landlord's own proper management costs) properly
         incurred by the Landlord for the purpose of or incidental to or in
         contemplation of:

         (a)     the recovery of arrears of rent or the preparation and service
                 of a notice under Section 146 or Section 147 of the Law of
                 Property Act 1925 requiring the Tenant to remedy a breach of
                 any of the covenants in this Lease and/or any proceedings
<PAGE>   7
                                       6

                 pursuant to such a notice (even if forfeiture for such breach
                 is avoided otherwise than by relief granted by the Court)

         (b)     the preparation and service of a Schedule of Dilapidations or

         (c)     any other action taken by the Landlord in respect of any
                 breach of any obligation of the Tenant under this Lease

(14)     The Tenants will not at any time during the Term put up on the
         Premises or affix to any of the windows or to the doors leading into
         the Premises any notice advertisement signboard or other thing
         whatsoever and the Tenants will not paint polish or in any other way
         treat the exterior surfaces of the door or doors leading into the
         Premises.

(15)     The Tenant will not use or allow the Premises to be used otherwise
         than as high class offices within Class B1 of the Schedule to the Town
         and Country Planning (Use Classes) Order 1987

(16)     (a)     The Tenant will not at any time use or permit the Premises to
                 be used for any noisy dangerous or offensive trade manufacture
                 business pursuit or occupation or illegal or immoral purpose
                 nor will the Tenant allow any sale by auction to be held at
                 the Premises nor will the Tenant do (or allow to be done) at
                 the Premises anything which could be a nuisance damage or
                 inconvenience to the Public Local or any other authorities or
                 to the Landlord or to the owners or occupiers of any other
                 premises

         (b)     The Tenant will not bring into or keep on the Premises any
                 material or liquid which is or is likely to become of a
                 dangerous corrosive combustible radioactive volatile unstable
                 or offensive nature or which might in any way injure by
                 percolation corrosion or otherwise the Premises or the
                 Building or the service media serving the same or the keeping
                 or use of which may contravene any statute order regulation or
                 bye-law

         (c)     The Tenant will not obstruct in any way or permit oil or
                 grease or other deleterious liquid or matter to enter by any
                 means the drains or other service media and in the event of
                 such obstruction or entry forthwith to remedy the same and
                 make good all damage to the reasonable satisfaction of the
                 Landlord

         (d)     The Tenant will not deposit or permit to be deposited on any
                 part of the Building (other than in receptacles provided for
                 the disposal of rubbish) any rubbish refuse cases cartons
                 by-products or other chattels or effects of any kind
                 whatsoever nor place or permit to be placed in or on the
                 Premises any thing the weight of which might damage or 
                 endanger the structure or stability of the Premises or the
                 Building
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                                       7

                 nor will the Tenant reside or sleep or permit anyone to
                 reside or sleep at the Premises or the Building

         (e)     The Tenant will at all times observe and perform any
                 reasonable regulations made by the Landlord in connection with
                 the security management and use of the Building and/or the
                 common parts of the Building and shall pay to the Landlord on
                 an indemnity basis all costs claims and expenses incurred by
                 the Landlord (including without prejudice to the generality of
                 the foregoing the Landlord's own management costs) in making
                 good any uninsured damage caused to the common parts of the
                 Building by the Tenant (notwithstanding the ability of the
                 Landlord otherwise to recover the same through the Interim
                 Charge and/or the Service Charge)

(17)     At all times during the Term at the expense of the Tenant to comply
         with all requirements from time to time of the fire authority and the
         Insurers in relation to fire precautions affecting the Premises and
         the Building and to keep sufficient fire fighting and extinguishing
         apparatus in and about the Premises installed in compliance with such
         requirements and open to inspection and maintained to the satisfaction
         of the Landlord and not to obstruct the access or means of working the
         same or any means of escape from the Premises

(18)     The Tenant will not do or omit to do or suffer to be done or omitted
         anything which may render any increased or extra premium payable for
         the insurance of the Premises or the Building or any adjoining
         premises or which may make void or voidable any policy for such
         insurance and will repay to the Landlord all sums paid by way of
         increased premiums and all expenses incurred by it in connection with
         any renewal of such policy rendered necessary by a breach of this
         covenant

(19)     The Tenant will at all times and at its own expense comply with any
         lawful requirements of the Landlord's insurers

(20)     (a)     If the payment of any insurance money is refused owing to some
                 act or default of the Tenant or any undertenant or their
                 respective servants agents or licensees the Tenant shall pay
                 to the Landlord:

                 (i)      if the payment of the insurance money is refused
                          solely due to the default of the Tenant or any
                          undertenant and their respective servants agents or
                          licensees then the whole of the amount refused; or

                 (ii)     if the payment of the insurance money is refused only
                          in part due to the act or default of the Tenant or
                          any undertenant or their respective servants agents
                          or licensees then only such proportion of the amount
                          so refused as is
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                                       8

                          reasonably and fairly attributable to the Tenant or 
                          undertenant or their respective servants agents or
                          licensees contributory act or default

         (b)     If any excess to which any policy of insurance relating to the
                 Building shall be subject becomes applicable the Tenant shall
                 pay to the Landlord on demand a fair proportion of the amount
                 of such excess

(21)     At all times and at the Tenant's own expense to observe and perform
         all the requirements of any Acts of Parliament local Acts or bye-laws
         (including any regulations or conditions or consents made or granted
         thereunder) for the time being in force and of any public local or any
         other competent authority in respect of the Premises and any additions
         made thereto or any part thereof or any user thereof whether required
         of the owner landlord tenant or occupier thereof and at all times to
         indemnify and keep indemnified the Landlord against all claims
         expenses liability in respect of all matters the subject of this
         subclause

(22)     (a)     Not to carry out or make any alterations or additions
                 whatsoever to the structure of the Premises

         (b)     Not to carry out or make any alterations or additions which
                 affect the external appearance of the Premises

         (c)     Not to carry out or make any other alterations or additions to
                 the Premises without the previous written consent of the
                 Landlord (such consent not to be unreasonably withheld or
                 delayed) and on the making of any application for such consent
                 the Tenant shall supply the Landlord with detailed drawings
                 and a specification showing the proposed alterations and the
                 Tenant shall (if reasonably required to by the Landlord)
                 employ at the Tenant's expense such consultants as the
                 Landlord may nominate for the purpose of considering and
                 (should such be the case) confirming their approval of the
                 proposed alterations

         (d)     Notwithstanding the foregoing provisions of this subclause
                 2(21) the Landlord shall under no circumstances be obliged to
                 consent to the making of any alterations or additions to the
                 Premises which in the reasonable opinion of  the Landlord
                 would not conform in style or character with the remainder of
                 the Building or which in the reasonable opinion of the
                 Landlord would be or would be likely to be prejudicial to its
                 interest in the Premises or in any other part of the Building
                 whether during the Term or following the expiration thereof

(23)     (a)     Not to hold the whole or any part of the Premises on trust for
                 another

         (b)     Not to assign underlet charge part with or share the
                 possession or occupation of part only (as opposed to the
                 whole) of the Premises
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                                       9


         (c)     Not to assign underlet charge or part with or share the
                 possession or occupation of the whole of the Premises without
                 the previous written consent of the Landlord (such consent not
                 to be unreasonably withheld or delayed) provided that the
                 Landlord may (for the purposes of Section 19(1A) of the
                 Landlord and Tenant Act 1927 (as amended) (the "Act"))
                 withhold such consent in any one or more of the following
                 circumstances:

                 (i)      If there is a breach of covenant by the Tenant which
                          in the reasonable opinion of the Landlord reduces the
                          value of the Landlord's reversionary interest in the
                          Premises

                 (ii)     If the proposed assignee does not at the Relevant
                          Date have Satisfactory Assets and Satisfactory
                          Profits and for the purposes of this paragraph:

                          (aa)    "Relevant Date" means the date on which the
                                  Landlord receives an application for consent

                          (bb)    "Satisfactory Assets" means net assets
                                  (excluding any amount in respect of deferred
                                  tax) which at the Relevant Date and after
                                  consolidation (real or notional) with the net
                                  assets (again excluding any amount in respect
                                  of deferred tax) of any subsidiary company
                                  (as defined by section 736 of the Companies
                                  Act 1985) exceed an amount equal to the
                                  yearly rent first reserved and payable under
                                  this Lease at the Relevant Date multiplied by
                                  three as evidenced by properly audited
                                  accounts the latest set of which was
                                  published not earlier than six months before
                                  the Relevant Date and a letter confirming
                                  that fact to the Landlord from the auditors
                                  who prepared the most recent set of published
                                  accounts for the proposed assignee

                          (cc)    "Satisfactory Profits" means annual profits
                                  before tax in the three complete trading
                                  years immediately preceding the Relevant Date
                                  which in each year (averaged over the three
                                  years) and after consolidation in each such
                                  year with the annual profits before tax of
                                  any subsidiary company (defined as aforesaid)
                                  exceed an amount equal to the yearly rent
                                  first reserved and payable under this Lease
                                  at the Relevant Date multiplied by three as
                                  evidenced by properly audited accounts the
                                  least set of which was published not earlier
                                  than six months before the Relevant Date and
                                  a letter confirming that fact to the landlord
                                  from the auditors who prepared the most
                                  recent set of published accounts for the
                                  proposed assignee
<PAGE>   11
                                       10

                 and provided also that the Landlord may for the purposes of
                 the Act give such consent subject to any one or more of the
                 following conditions:

                 (i)      That the Tenant enters into an authorised guarantee
                          agreement (as defined in section 16 of the Landlord
                          and Tenant (Covenants) Act 1995 in such form as the
                          Landlord may reasonably require and including the
                          provisions set out in subsection (5) of such section

                 (ii)     That the Tenant's solicitors undertake to pay all the
                          reasonable and proper costs and disbursements of the
                          Landlord's solicitors the Landlord's Surveyors and
                          any reasonable management fee in connection with the
                          proposed assignment

                 (iii)    That the proposed assignee deposits with the Landlord
                          a sum equal to one quarter of the annual rent first
                          reserved and from time to time payable under this
                          Lease such sum to be held on the terms of a rent
                          deposit deed to be prepared by the Landlord and
                          approved by the Tenant (such approval not to be
                          unreasonably withheld or delayed)

                 (iv)     That the proposed assignee being a limited company
                          provides a surety or guarantee of a covenant
                          acceptable to the Landlord to covenant with the
                          Landlord in the terms of the covenant contained in
                          the Fifth Schedule hereof

         (d)     Not to underlet the whole of the Premises save in accordance
                 with the following conditions:

                 (i)      Prior to the grant of any underlease the undertenant
                          shall execute a deed containing a direct covenant
                          with the Landlord to perform and observe the
                          obligations of the undertenant to be contained in the
                          underlease and the obligations of the Tenant herein
                          contained (other than the obligation to pay the rents
                          hereby reserved and except where inapplicable to the
                          Premises underlet)

                 (ii)     Prior to the grant of any underlease to produce to
                          the Landlord a copy of the underlease in its agreed
                          form

                 (iii)    The rent payable under any underlease shall be the
                          highest rent reasonably obtainable for the Premises
                          in the open market without taking any fine or premium
                          or the rent from time to time payable hereunder
                          whichever is the higher
<PAGE>   12
                                       11

                 (iv)     No monetary consideration by way of fine or
                          premium or otherwise shall be paid and no
                          reduction of the rent payable by the underlessee shall
                          at any time be allowed

                 (v)      Every underlease shall contain covenants on the part
                          of the Tenant thereunder and conditions similar
                          (mutatis mutandis and so far as is appropriate) to
                          the covenants on the part of the Tenant and the
                          conditions herein contained and without prejudice to
                          the generality of the foregoing every underlease
                          shall contain an absolute prohibition against
                          assigning or underletting part only (as opposed to
                          the whole) of the premises thereby demised and a
                          prohibition against assigning or underletting the
                          premises thereby demised without first obtaining the
                          written consent (which shall not be unreasonably
                          withheld) of the Landlord under this Lease

                 (vi)     Every underlease shall contain or have endorsed on it
                          an agreement excluding Sections 24 to 28 of the
                          Landlord and Tenant Act 1954 authorised by an order
                          of the court under Section 38(4) of that Act

         (e)     Not without the consent of the Landlord under this Lease to
                 vary the terms of any underlease and to take all reasonable
                 steps to enforce the due performance and observance by the
                 lessee under any underlease of the covenants on its part and
                 the conditions therein contained

         (f)     From time to time on demand during the Term to give to the
                 Landlord full particulars of all derivative interests of or in
                 the Premises or any part thereof howsoever remote or inferior
                 including particulars of the identity of the persons owning
                 such derivative interests in rents payable thereunder and any
                 such further particulars as the Landlord may require

         (g)     To send to the Landlord a certified copy of any permitted
                 assignment or underlease of  the Premises within seven days of
                 the date of its execution and to pay to the Landlord a
                 registration fee of L.25 plus Value Added Tax thereon

(24)     To allow the Landlord and its agents to enter the Premises at any
         reasonable time during business hours during the last six months of
         the Term upon 24 hours prior written notice and to affix upon any
         suitable part of the Premises a notice board for reletting or selling
         the Premises and the Tenant will not remove or obscure the same
         (provided that such notice board shall not interfere with the Tenant's
         trade or business) and the Tenant will permit all persons by order in
         writing of the Landlord or its agents to view the Premises at
         reasonable hours in the daytime without interruption upon a reasonable
         prior appointment being made with the Tenant for that purpose PROVIDED
         ALWAYS that such viewing shall not materially interfere with the
         Tenant's trade or business
<PAGE>   13
                                       12

(25)     The Tenant will not knowingly permit or knowingly suffer and
         will take all reasonably necessary steps to prevent the
         acquisition by the public or anybody else of any rights of way or
         other easements or rights in relation to the Premises and the Tenant
         shall forthwith give to the Landlord notification in writing of any
         act or matter or thing that is likely to lead to the acquisition
         thereof

(26)     Upon the receipt of any notice order direction or other thing from any
         competent authority affecting or likely to affect the Premises
         (including without prejudice to the generality of the foregoing any
         proposal for alteration of the Valuation List or valuation under the
         Local Government Finance Act 1988 in respect of the Premises) the
         Tenant will so far as such notice order direction or other thing or
         the Act Regulations or other instrument under or by virtue of which it
         is issued or the provisions hereof require it so to do and so far (if
         at all) as it is liable so to do under the provisions of this Lease
         comply therewith at its own expense and will within seven days deliver
         to the Landlord a copy of such notice order direction or other thing

(27)     The Tenant will not allow any vehicles or motor-bicycles belonging to
         itself its servants agents employees customers or visitors to be
         parked on any part of the land adjacent to the Building  (other than
         on the car parking spaces referred to in the First Schedule hereto)
         and will not obstruct other users of the Building or any emergency
         fire exits and the Tenant will itself observe and procure that its
         servants agents employees customers and visitors observe all
         reasonable regulations made by the Landlord from time to time in
         connection with the use of the roads yards and access ways of the
         Building

(28)     The Tenant will upon demand supply to the Landlord copies of all
         agreements and guarantees relating to the Premises (including without
         prejudice to the generality of the foregoing all security employment
         or other agreements for the provision of services at or to the
         Premises or for maintenance of any landlord's fixtures fittings plant
         and equipment situated on the Premises)

(29)     In relation to "the Planning Acts" which in this Lease means the Town
         and Country Planning Act 1990 the Planning (Listed Buildings and
         Conservation Areas) Act 1990 the Planning (Hazardous Substances) Act
         1990 the Planning (Consequential Provisions) Act 1990 and the Planning
         and Compensation Act 1991 and any statutory modification or
         re-enactment thereof for the time being in force and any regulations
         or orders made thereunder:

         (a)     The Tenant will at all times comply in all respects with the
                 provisions and requirements of the Planning Acts so far as
                 they relate to or affect the Premises or any operations works
                 acts or things hereafter to be carried out executed done or
                 omitted thereon
<PAGE>   14
                                       13

         (b)     So often as occasion shall require at the expense in
                 all respects of the Tenant to obtain from either the
                 local Planning Authority or the Secretary of State for the
                 Environment (as appropriate) all such consents (if any) as may
                 be required for the carrying out by the Tenant of any
                 operations at the Premises or the institution or continuance
                 by the Tenant at the Premises of any use thereof which may
                 constitute development within the meaning of the Planning Acts
                 but so that the Tenant shall not make any application for
                 planning permission without the previous written consent of
                 the Landlord which consent shall not be unreasonably withheld
                 or delayed and shall keep the Landlord fully informed of any
                 such application and its result

         (c)     To pay and satisfy any charge that may be imposed      
                 under the Planning Acts in respect of the carrying out or
                 maintenance by the Tenant of any such operations or the
                 institution or continuance by the Tenant of any such use as
                 aforesaid

         (d)     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 thereof (being an alteration or addition or change of use
                 which is prohibited by or for which the Landlord's consent is
                 required to be obtained under this Lease and for which a
                 planning permission needs to be obtained) unless a planning
                 permission (if required) therefor has also been obtained

         (e)     Unless the Landlord shall otherwise direct to carry
                 out before the expiration or sooner determination of
                 the Term any works stipulated to be carried out to the
                 Premises a date subsequent to such expiration as a condition
                 of any planning permission which may have been implemented by
                 the Tenant during the Term

         (f)     If and when called upon so to do to produce to the
                 Landlord all such plans documents and other evidence as
                 the Landlord may reasonably require in order to satisfy itself
                 that the provisions of this covenant have been complied with
                 in all respects

(30)     To indemnify and keep indemnified the Landlord from and against legal
         liability in respect of all actions proceedings claims demands losses
         costs expenses damages and liability in respect of any injury to or
         the death of any person or damage to any property movable or immovable
         by reason of or arising in any way directly or indirectly out of the
         non-compliance by the Tenant with its obligations under this Lease or
         any alteration to the Premises or the user of the Premises and from
         all proceedings costs claims and demands of whatsoever nature in
         respect of any such liability or alleged liability and (without
         prejudice to the Tenant's liability hereunder) to notify the Landlord
         forthwith upon becoming aware of the same of all such as shall have
         arisen in respect of any defects in the repair or condition of the
         Premises
<PAGE>   15
                                       14

(31)     To give to the Landlord at least 2 weeks' prior notice in
         writing of any creditors' meeting intended to be held for the
         purpose of considering or implementing any compromise or proposal 
         under the provisions of the Insolvency Act 1986

(32)     To pay all the reasonable costs (including Value Added Tax) incurred
         by the Landlord arising out of any application made by the Tenant for
         consent to assign or underlet or to carry out alterations or to do
         anything requiring the consent of the Landlord (including without
         prejudice to the generality of the foregoing the Landlord's own
         reasonable management costs as well as the reasonable and proper costs
         of the Landlord's solicitors and surveyors

(33)     Where by virtue of any of the provisions of this Lease the Tenant is
         required to pay or repay to the Landlord or to any other person any
         cost fee charge expense or other sum in respect of the supply of any
         goods or services by the Landlord or any other person the Tenant shall
         also pay and indemnify the Landlord against the amount of any Value
         Added Tax chargeable in respect of such supply

3.       The Landlord HEREBY COVENANTS with the Tenant as follows:

(1)      That the Tenant paying the rent and other moneys hereby reserved and
         performing and observing the several covenants conditions and
         agreements herein contained and on its part to be performed and
         observed shall and may peaceably and quietly hold and enjoy the
         Premises during the Term without any lawful interruption or
         disturbance from or by the Landlord or any person or persons claiming
         through under or in trust for it

(2)      To insure and (unless the insurance so effected shall become void or
         voidable through or by reason of any act neglect or default of the
         Tenant) to keep insured the Building against loss or damage by the
         Insured Risks in some insurance office or with underwriters of repute
         and to provide the Tenant at the Tenant's expense upon request with a
         copy of a summary of the policy

(3)      If the Premises shall be damaged or destroyed by the Insured Risks or
         any of them then (unless payment of any insurance moneys shall be
         refused either in whole or in part by reason of any act neglect or
         default of the Tenant) the Landlord shall (subject to obtaining all
         necessary consents from any statutory or other authority and subject
         also to the Tenant paying a fair proportion of any excess pursuant to
         clause 2(20)(b) hereof) as soon as reasonably possible after the
         occurrence of such damage or destruction rebuild or reinstate the
         Premises to the same design as their original design (so far as is
         practicable) or to such new design as may be agreed between the
         Landlord and the Tenant

(4)      Subject to the payment by the Tenant of the Interim Charge and the
         Service Charge to carry out (or procure the carrying out of) the
         services referred to in the Third Schedule hereto Provided Always that
         the Landlord shall be deemed not to be in breach of this
<PAGE>   16
                                       15

         covenant if the Landlord's failure to carry out (or to procure the
         carrying out of) any of the said services is attributable to matters
         outside the Landlord's control or results from building works being
         carried out to the Building

4.       PROVIDED ALWAYS AND IT IS HEREBY AGREED as follows:

(1)      If and whenever:

         (a)     the said rents herein reserved or any of them or any part
                 thereof shall be in arrears for 21 days after the same shall
                 have become due (whether legally demanded or not) or

         (b)     the Tenant shall at any time fail or neglect to perform or
                 observe any of the covenants conditions or agreements herein
                 contained and on its part to be performed and observed or

         (c)     the Tenant and/or the Surety (if any) (being a body corporate)
                 is unable to pay its debts (as defined in Section 123 of the
                 Insolvency Act 1986) or has a winding-up petition or petition
                 for an administration order presented against it or passes a
                 winding-up resolution (other than in connection with a
                 member's voluntary winding-up for the purposes of an
                 amalgamation or reconstruction which has the prior written
                 approval of the Landlord) or calls a meeting of its creditors
                 to consider a resolution that it be wound up voluntarily or
                 resolves to present its own winding-up petition or is wound up
                 (whether in England or elsewhere) or the directors or
                 shareholders of the Tenant or the Surety resolve to present a
                 petition for an administration order in respect of the Tenant
                 or the Surety (as the case may be) or an administrative
                 receiver or a receiver and manager is appointed in respect of
                 the property or any part thereof of the Tenant or Surety or

         (d)     the Tenant and/or the Surety (if any) (being a body corporate)
                 calls or a nominee calls on its behalf a meeting of its
                 creditors or any of them or makes an application to the court
                 under Section 425 of the Companies Act 1985 or submits to its
                 creditors or any of them a proposal pursuant to Part I of the
                 Insolvency Act 1986 or enters into any arrangement scheme
                 compromise moratorium or composition with its creditors or any
                 of them (whether pursuant to Part I of the Insolvency Act 1986
                 or otherwise) or

         (e)     the Tenant and/or the Surety (if any) (being an individual)
                 makes an application to the court for an interim order under
                 Part VIII of the Insolvency Act 1986 or convenes a meeting of
                 his creditors or any of them or enters into any arrangement
                 scheme compromise moratorium or composition with his creditors
                 or any of them (whether pursuant to Part VIII of the
                 Insolvency Act 1986 or otherwise) or has a
<PAGE>   17
                                       16

                 bankruptcy petition presented against him or is adjudged
                 bankrupt (whether in England or elsewhere)

         then and in any such case it shall be lawful for the Landlord or any
         person or persons duly authorised by the Landlord in that behalf
         (notwithstanding the waiver of any previous breach of covenant) to
         enter upon the Premises or any part thereof in the name of the whole
         and thenceforth peaceably to hold and enjoy the Premises as if this
         Lease had not been made but without prejudice to any right of action
         or remedy of either party in respect of any antecedent breach of any
         of the covenants by the other herein contained

(2)      If the Premises or any part thereof shall at any time be destroyed or
         so damaged by the Insured Risks or any of them as to be unfit for
         occupation or use then and in such case (save to the extent that the
         insurance of the Premises shall have been forfeited or vitiated by the
         act default neglect or omission of the Tenant) the rents hereby
         reserved or a fair and just proportion thereof according to the nature
         and extent of the damage sustained shall forthwith be suspended and
         cease to be payable until either such date as shall be three years
         from the date on which the Premises became damaged or destroyed as
         aforesaid or such date as the Premises shall have been rebuilt or
         reinstated and made fit for occupation or use whichever date shall be
         the earlier and in case any dispute shall arise it shall be referred
         to an arbitrator to be appointed by agreement between the parties (or
         in default of agreement to be appointed upon the application of either
         party by the President for the time being of The Royal Institution of
         Chartered Surveyors) pursuant to and subject to the provisions of the
         Arbitration Acts 1950 and 1979 or any statutory modification or
         re-enactment thereof for the time being in force and the decision of
         such arbitrator shall be final and binding on the parties

(3)      The demand or acceptance of any rent by the Landlord shall not operate
         as a waiver by the Landlord of any breach of covenant by the Tenant

(4)      The Landlord gives no express or implied warranty that the permitted
         user of the Premises under this Lease is or will be or remain a lawful
         or authorised user under the Planning Acts or otherwise

(5)      So far as the law shall allow the right of the Tenant (or any
         undertenant) to compensation on quitting the Premises is excluded

5.       This Lease is granted subject to the rights conferred by or referred
         to in the documents brief particulars of which are set out in the
         Sixth Schedule hereto and the Tenant shall observe and perform the
         provisions of such documents in all respects so far as they relate to
         the Premises and shall keep the Landlord fully and effectively
         indemnified against all costs damages claims and demands arising out
         of any breach or non-observance thereof

6.       This Lease shall be governed by and interpreted in accordance with
         English Law
<PAGE>   18
                                       17


7.       This Lease shall incorporate the regulations as to Notices contained
         in Section 196 of the Law of Property Act 1925 as amended

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

9.       Pursuant to an order of the Mayor's and City of London Court dated
         18th April 1996 it is hereby agreed that Sections 24-28 inclusive of
         the Landlord and Tenant Act 1954 (as amended) shall not apply to the
         tenancy created by this Lease

10.      So far as the law allows the Landlord shall have no further liability
         to the Tenant under this Lease (save for antecedent breach) after it
         shall have disposed of the reversion immediately expectant on the
         determination of the Term and the Tenant hereby releases the Landlord
         from all such liability

11.      This Lease is a new tenancy for the purposes of the Landlord and
         Tenant (Covenants) Act 1995


IN WITNESS whereof this Lease has been executed as a Deed


                               THE FIRST SCHEDULE

                         (RIGHTS GRANTED TO THE TENANT)

1.       The right of access to and egress from the Premises during normal
         office hours through and along the common parts of the Building

2.       The right to use any communal toilets and washroom accommodation in
         the Building

3.       The right to park ten private motor vehicles in such positions in the
         car park at the rear of the Building as the Landlord may from time to
         time designate

4.       The right of access in case of emergency through all such parts of the
         Building as may be necessary

5.       The right to use all common pipes wires drains sewers or other
         conducting media in the Building
<PAGE>   19
                                       18

                              THE SECOND SCHEDULE

                 (RIGHTS EXCEPTED AND RESERVED TO THE LANDLORD
                        AND ALL OTHERS ENTITLED THERETO)

1.       The free and uninterrupted passage and running of gas water waste
         electricity and telecommunications through any existing or future
         pipes wires drains sewers and other conducting media within the
         Premises from and to all other parts of the Building

2.       The rights to enter upon the Premises at all times in case of
         emergency and otherwise at reasonable times upon reasonable notice for
         the purpose of inspecting maintaining cleansing repairing altering
         testing renewing and replacing laying and making connections to all
         service media and all connections in over or under the Premises the
         persons exercising such rights causing as little damage as possible
         and making good all damage occasioned thereby

3.       The right to build upon alter or vary any other parts of the Building
         and adjoining land of the Landlord in any such manner as the Landlord
         may think fit provided that reasonable means of access to the Premises
         is available at all times


                               THE THIRD SCHEDULE

              (MATTERS IN RESPECT OF WHICH THE LANDLORD MAY INCUR
               COSTS TOWARDS WHICH THE TENANT SHALL CONTRIBUTE BY
             PAYMENT OF THE INTERIM CHARGE AND THE SERVICE CHARGE)

1.       Heating and supplying hot water to the Building at such times as the
         Landlord shall reasonably consider appropriate

2.       Cleaning lighting repairing renewing maintaining and decorating the
         common parts of the Building and repairing renewing and decorating the
         doors leading into the Premises and the doors leading into other
         separately demised premises in the Building

3.       The carpeting re-carpeting or otherwise covering of the floors in the
         common parts of the Building

4.       The supplying of toiletries to any communal toilets in the Building

5.       Providing maintaining and renewing refuse receptacles including hire
         charges electricity and other running costs together with the costs of
         refuse collection and storage of refuse

6.       Providing and maintaining nameboards directional signs and other
         notices
<PAGE>   20
                                       19


7.       Inspecting maintaining servicing cleaning repairing improving and
         renewing any lifts boilers heating ventilating and air-conditioning
         equipment hot and cold water systems window cleaning hoists and tracks
         electric gas and water systems or services and all other plant and
         equipment in or serving the Building together with a fair proportion
         of such amount as the Landlord may reasonably estimate as being the
         future replacement cost of any of the items mentioned in this
         Paragraph 7

8.       Effecting insurance and/or maintenance contracts in respect of the
         lifts boilers and any other equipment mentioned in Paragraph 7 above

9.       Caretaking and commissionaire services (if provided) including the
         salaries paid to and any other costs to the Landlord arising out of
         the employment of any caretakers and commissionaires including without
         prejudice to the generality of the foregoing the cost of providing and
         cleaning uniforms for such caretakers and commissionaires

10.      Inspecting providing maintaining servicing repairing and renewing any
         fire alarm or fire detection systems and fire prevention and fire
         fighting equipment including sprinklers and sprinkler systems

11.      Any rates payable by the Landlord in respect of the car park at the
         rear of the Building or in respect of the common parts or any other
         parts of the building used for the purposes of providing any of the
         services set out in this Schedule and any charges payable for any
         water fuel and electricity used or supplied in connection with such
         services

12.      Inspecting maintaining repairing renewing and decorating the exterior
         the roofs and any structural parts of the Building and any boundary
         gates walls and fences (including any party walls ceilings floors
         foundations gutters drainpipes sewers drains roads and pavement)
         together with a fair proportion of such amount as the Landlord may
         reasonably estimate as being the future replacement cost of any of the
         items mentioned in this Paragraph 12

13.      Maintaining and providing horticultural plants (if any)

14.      Cleaning the windows of the Building

15.      Providing residential accommodation for any caretaker including the
         cost of repairing maintaining heating and lighting the same and the
         rates payable in respect thereof

16.      Providing security services for the Building and its car park
         including the provision of access control equipment and security
         cameras

17.      Employing or retaining any solicitor accountant surveyor valuer
         architect engineer managing agent or management company or other
         professional consultant or adviser in
<PAGE>   21
                                       20

         connection with the management administration repair and maintenance
         of the Building including the preparation of any account giving any
         certificate and calculating the Service Charge (and if the Landlord
         fulfils the duties normally carried out by a managing agent payment of
         a management fee to the Landlord)

18.      The general maintenance (including the cleaning and lighting) of the
         car park roadways and landscaped areas at the rear of the Building

19.      The fees of any accountant or surveyor employed to determine the Total
         Expenditure (as defined in the Fourth Schedule hereto) and the amount
         payable in respect thereof by the Tenant

20.      Providing such other services and carrying out such other works as the
         Landlord in its absolute discretion may deem desirable or necessary
         for the benefit of the Building or any part thereof or the tenants or
         occupiers thereof or for securing or enhancing any amenity of or
         within the Building or in the interests of good estate management and
         the generality of this paragraph shall not be restricted by any other
         provisions of this Schedule

21.      Provided that the Landlord may at his option include the Insurance
         Rent as costs towards which the Tenant shall contribute by payment of
         the Interim Charge and the Service Charge.


                              THE FOURTH SCHEDULE

                      (PROVISIONS RELATING TO THE PAYMENT
                 OF THE INTERIM CHARGE AND THE SERVICE CHARGE)

1.       In this Schedule the following expressions shall have the following
         meanings:

         (a)     "Total Expenditure" means the total expenditure reasonably
                 incurred by the Landlord in any Accounting Period (as
                 hereinafter defined) in respect of the various matters set out
                 in the Third Schedule hereto

         (b)     "the Service Charge" means such sum of money as shall be equal
                 to a fair and proper proportion (as determined by the Landlord
                 acting reasonably) of Total Expenditure

         (c)     "the Interim Charge" means such sum to be paid on account of
                 the Service Charge in respect of each Accounting Period as the
                 Landlord shall specify and for the Accounting Period during
                 which this Lease is executed the Interim Charge shall be at
                 the rate of L.6,400 per annum and thereafter the Interim
                 Charge shall be based on the anticipated Total Expenditure for
                 the relevant Accounting Period
<PAGE>   22
                                       21


         (d)     "Accounting Period" shall mean a period commencing on the
                 first day of January and ending on the thirty-first day of
                 December in any year (or such other 12 monthly period as the
                 Landlord shall in its absolute discretion choose)

2.       The first payment o the Interim Charge in respect of the period from
         and including the 22nd March 1996 until and including 31st March 1996
         shall be made on the execution hereof and thereafter the Interim
         Charge shall be paid to the Landlord on demand by 4 equal payments in
         advance each year in respect of the 4 periods of 3 months beginning on
         1st January 1st April 1st July and 1st October in each year

3.       If the Interim Charge paid by the Tenant in respect of any Accounting
         Period exceeds the Service Charge for that period such excess shall be
         carried forward by the Landlord and credited to the account of the
         Tenant in computing the Service Charge for the next Accounting Period

4.       If the Service Charge in respect of any Accounting Period exceeds the
         Interim Charge paid by the Tenant in respect of that Accounting Period
         then the Tenant shall pay such excess to the Landlord within fourteen
         days of service upon the Tenant of the Certificate referred to in the
         following paragraph and in case of default the same shall be
         recoverable from the Tenants as rent in arrear

5.       As soon as practicable after the expiration of each Accounting Period
         there shall be served upon the Tenant by the Landlord a Certificate
         containing the following information in respect of that Accounting
         Period:

         (a)     The amount of the Total Expenditure

         (b)     The amount of the Interim Charge paid by the Tenants

         (c)     The amount of the Service Charge

         (d)     The amount of any excess due to the Landlord or to be credited
                 to the account of the Tenants as the case may be

6.       The said Certificate shall be final and binding on the Tenants but the
         Tenants shall be entitled at their own expense at any time within one
         month after service of such Certificate to inspect (or at the Tenant's
         expense to be supplied with copies of) the receipts and vouchers
         relating to payment of the Total Expenditure
<PAGE>   23
                                       22

                               THE FIFTH SCHEDULE

             (COVENANTS TO BE GIVEN BY A SURETY (IF SO REQUESTED BY
                  THE LANDLORD PURSUANT TO CLAUSE 2(22)(c)(v)
                    HEREOF UPON AN ASSIGNMENT OF THIS LEASE)

The Surety in consideration of this License having been granted at its request
HEREBY COVENANTS with the Landlord as a primary obligation:

(1)      That the Assignee will pay the rents reserved by the Lease on the days
         and in manner specified in the Lease and will perform and observe all
         the Tenant's covenants therein contained and that in case of default
         in such payment of rents or in the performance or observance of such
         covenants as aforesaid the Surety will pay and make good to the
         Landlord on demand all losses damages costs and expenses thereby
         arising or incurred by the Landlord PROVIDED ALWAYS and it is hereby
         agreed that any neglect or forbearance of the Landlord in endeavoring
         to obtain payment of the said rents when the same become payable or to
         enforce performance of the several stipulations on the Tenant's part
         contained in the Lease and any time which may be given to the Tenant
         by the Landlord shall not release or exonerate or in any way affect
         the liability of the Surety under this covenant; and

(2)      That if any Liquidator or Trustee in bankruptcy shall disclaim the
         Lease the Surety will if the Landlord shall by notice in writing
         within three months after such disclaimer so require take from the
         Landlord a new lease of the Premises for a term commensurate with the
         residue of the term originally granted which would have remained had
         there been no disclaimer at the same rent payable at the time of such
         disclaimer and subject to the same covenants and conditions as are
         reserved by and contained in the Lease the said new lease to take
         effect from the date of the said disclaimer and in such case the
         Surety shall pay the costs of such new lease and execute and deliver
         to the landlord a counterpart thereof.

(3)      That if the Landlord shall not require the Surety to take a new lease
         of the Premises pursuant to subclause (2) above the Surety shall
         nevertheless upon demand pay to the Landlord a sum equal to the rents
         that would have been payable under the Lease but for the disclaimer in
         respect of the period from the date of the said disclaimer until the
         expiration of six months therefrom or until the Premises shall have
         been relet by the Landlord whichever shall first occur.
<PAGE>   24
                                       23

                               THE SIXTH SCHEDULE

                 (DOCUMENTS TO WHICH THE PREMISES ARE SUBJECT)

The matters set out in the Property and Charges Registers of Title Number BM
159736


                                           (EXECUTED as a deed by the affixing
                                           (of the Common Seal of BRIXTON
                                           (ESTATE PLC in the presence of


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

SEAL
                                           /s/
                                           -------------------------------------
                                           Secretary