<Page>

                                                                   EXHIBIT 10.36


                             DATED 10th OCTOBER, 2001



                              THE MASTER FELLOWS AND    (1)
                           SCHOLARS OF TRINITY COLLEGE
                                    CAMBRIDGE

                                VIRCO U.K. LIMITED      (2)

                           VISIBLE GENETICS UK LIMITED

                               VISIBLE GENETICS INC     (4)


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


                                LICENCE TO ASSIGN

                         IN RESPECT OF UNIT 184 PHASE 3
                       CAMBRIDGE SCIENCE PARK MILTON ROAD
                                    CAMBRIDGE


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


                 LICENSE TO ASSIGN (WITH SURETY) ("NEW TENANCY")






                                  MILLS & REEVE
                                    CAMBRIDGE




<Page>

         THIS LICENCE is made on 10th October, 2001 BETWEEN:

         (1)      THE MASTER FELLOWS AND SCHOLARS OF THE COLLEGE OF THE HOLY AND
                  UNDIVIDED TRINITY WITHIN THE TOWN AND UNIVERSITY OF CAMBRIDGE
                  OF KING HENRY THE EIGHTH'S FOUNDATION ("LANDLORD");

         (2)      VIRCO U.K. LIMITED incorporated in England with registered
                  number 03348588 whose registered office is at Cartwright &
                  Company 106 High Street Stevenage Hertfordshire SG1 3DW
                  ("TENANT");

         (3)      VISIBLE GENETICS UK LIMITED incorporated in England with
                  registered number 04076100 whose registered office is at 20-22
                  Bedford Row London WC1R 4JS ("ASSIGNEE");

         (4)      VISIBLE GENETICS INC an Ontario corporation incorporated in
                  the Province of Ontario Canada whose registered office is at
                  700 Bay Street Suite 1000 Toronto Canada M5G 126 ("SURETY").

         NOW THIS DEED WITNESSES as follows:

1.       INTERPRETATION

1.1      In this License the following expressions have (unless the context
         otherwise requires) the following meanings:

         "ASSIGNMENT" means the assignment of the Lease by the Tenant to the
         Assignee authorized by this License;

         "LANDLORD" includes the immediate reversioner from time to time to the
         Lease;

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         "LEASE" means the lease of the Premises which is briefly described in
         Schedule 1 and includes any "collateral agreement" (as that term is
         defined by section 28 Landlord and Tenant (Covenants) Act 1995)
         mentioned in Schedule 1;

         "PREMISES" means the premises briefly described in Schedule 1;

         "TENANT COVENANT" means a "tenant covenant" as defined by section 28
         Landlord and Tenant (Covenants) Act 1995.

1.2      In this License unless the context otherwise requires:

         1.2.1    words importing any gender include every gender;

         1.2.2    words importing the singular number only include the plural
                  number and vice versa;

         1.2.3    words importing persons include firms companies and
                  corporations and vice versa;

         1.2.4    where any obligation is undertaken by two or more persons
                  jointly those persons will be jointly and severally liable in
                  respect of that obligation;

         1.2.5    the headings to the clauses will not affect the
                  interpretation.

1.3      The guarantee given by the Tenant in Schedule 2 is an authorized
         guarantee agreement under section 16 Landlord and Tenant (Covenants)
         Act 1995 and is entered into by the Tenant as a result of the Landlord
         having stipulated that the Landlord's consent to the Assignment is
         conditional upon the Tenant entering into the guarantee.

2.       GRANT OF LICENSE

2.1      At the request of the Tenant and the Surety the Landlord grants to the
         Tenant its license to assign the Lease to the Assignee.

3.       ASSIGNEE'S COVENANTS

3.1      The Assignee covenants with the Landlord that within 28 days of the
         date of completion of the Assignment it will send to the Landlord:


                                       2
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         3.1.1    notice of the address to which future rent demands should be
                  sent;

         3.1.2    a certified Copy of the deed effecting the Assignment.

4.       AUTHORIZED GUARANTEE AGREEMENT

4.1      The Tenant covenants with the Landlord as a primary obligation (and
         without the need for any express assignment) to observe and perform the
         covenants set out in Schedule 2.

5.       SURETY COVENANTS

5.1      The Surety covenants with the Landlord (and without the need for any
         express assignment) as a primary obligation to observe and perform the
         covenants set out in Schedule 3.

6.       TENANT'S COVENANT

6.1      The Tenant covenants with the Landlord:

         6.1.1    not to allow the Assignee into occupation of the Premises
                  until completion of the Assignment; and

         6.1.2    to pay the Landlord's solicitors' and surveyors' reasonable
                  costs incurred in connection with this License not exceeding
                  in the case of the solicitors (pound)[ ] and (pound)[ ] for
                  the surveyors plus (in both instances) Value Added Tax and
                  disbursements.

7.       VALIDITY OF LICENSE

7.1      Unless the Assignment is completed within two months after the date of
         this License (as to which time is of the essence) this License will be
         void but without any obligation on the part of the Landlord to refund
         any costs paid by the Tenant in connection with the grant of this
         License.

8.       CONTINUING EFFECT OF THE LEASE

8.1      This License is restricted to the Assignment and all the covenants and
         conditions in the Lease so far as the law allows remain in full force
         and effect.


                                       3
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9.       FORFEITURE

9.1      The condition for re-entry contained in the Lease is exercisable if the
         Tenant breaches any of the covenants and conditions in this License.

10.      RIGHTS OF THIRD PARTIES

10.1     The parties to this License do not intend that any of its terms will be
         enforceable by virtue of the Contracts (Rights of Third Parties) Act
         1999.

11.      PROPER LAW

11.1     This License shall be governed by English Law and the Tenant the
         Assignee and the Surety irrevocably submit to the non-exclusive
         jurisdiction of the English Courts.

11.2     The Surety irrevocably authorizes and appoints McCarthy Tetrault of
         Pountney Hill House, 6 Laurence Pountney Hill, London EC4R 0BL (or such
         other form of solicitors resident in England and Wales as it may from
         time to time by written notice to the Landlord substitute) to accept
         service of all legal process arising out of or connected with this
         License and service on McCarthy Tetrault (or such substitute) shall be
         deemed to be service on the Surety.

12.      NOTICES

12.1     The Landlord shall serve on the Surety confirmatory copies of any
         notice served on the Tenant or Assignee in writing by courier (but at
         the Surety's cost) by registered post or by facsimile to the address or
         facsimile number set out below or as specified from time to time by the
         Surety: Attention: General Counsel, Visible Genetics Inc, 700 Bay
         Street, Suite 1000, Toronto, Ontario, Canada M5G 126; Fax:
         +1-416-813-3255.

13.      EXECUTION

13.1     This instrument:

         13.1.1   is executed as a deed and by its execution the parties
                  authorize their solicitors to deliver it for them when it is
                  dated;

         13.1.2   was delivered when it was dated.



                                       4
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                                   SCHEDULE 1

                                   (THE LEASE)

         The Premises: Unit 184 Phase 3 Cambridge Science Park Milton Road
         Cambridge

         The Contractual Term: From 19 January 1999 to 25 March 1999 and
         thereafter for a term of 15 years

         The Parties: (1) the Landlord and (2) the Tenant and (3) VIRCO NV




                                       5
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                                   SCHEDULE 2

                      (THE AUTHORIZED GUARANTEE AGREEMENT)

1.       In this schedule:

         "AUTHORIZED GUARANTEE AGREEMENT" means an authorized guarantee
         agreement within the meaning of section 16 Landlord and Tenant
         (Covenants) Act 1995;

         "RELEVANT VARIATION" means a relevant variation as defined in section
         18(4) Landlord and Tenant (Covenants) Act 1995;

         "SECURED OBLIGATIONS" means the obligation of the Assignee:

         (a)      to pay all sums from time to time due or expressed to be due
                  to the Landlord from the Assignee under the Lease; and

         (b)      to observe and perform the Tenant Covenants in the Lease;

         "TERM" means the contractual term granted by the Lease together with
         the period of any holding over and any extension of the contractual
         term by statute or otherwise;

         "TERMINATING EVENT" means the disclaimer of the Lease (including
         without limitation the disclaimer by the Crown under section 656
         Companies Act 1985) following the liquidation or bankruptcy of the
         Assignee or the Assignee being wound up or ceasing to exist.

2.       This guarantee is given pursuant to a provision in the Lease requiring
         it to be given and is an Authorized Guarantee Agreement.

3.       The Tenant unconditionally and irrevocably covenants with and
         guarantees to the Landlord that the Assignee will throughout the Term
         pay and discharge the Secured Obligations when they fall due or are
         expressed to fall due under the Lease for payment and discharge.


                                       6
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4.       The Tenant shall upon being requested to do so by the Landlord enter
         into any deed of variation license consent or other document to which
         in each case the Assignee is a party and which is in each case
         supplemental to the Lease for the purpose of acknowledging that the
         Tenant's liabilities under this Authorized Guarantee Agreement extend
         to it but to the extent that the document effects a Relevant Variation
         paragraph 13 shall apply.

5.       The guarantee and covenant in paragraph 3 shall impose on the Tenant
         the same liability as if the Tenant were the principal debtor in
         respect of the Assignee's obligations under the Lease and that
         liability shall continue notwithstanding (and will not be discharged in
         whole or in part or otherwise affected by):

         (a)      any forbearance by the Landlord to enforce against the
                  Assignee the Tenant Covenants;

         (b)      the giving of time or other concessions or the taking or
                  holding of or varying realizing releasing or not enforcing any
                  other security for the liabilities of the Assignee;

         (c)      any legal limitation or incapacity relating to the Assignee;

         (d)      the invalidity or unenforceability of any of the obligations
                  of the Assignee;

         (e)      the Assignee ceasing to exist;

         (f)      the giving and subsequent withdrawal of any notice to
                  determine the Lease;

         (g)      any increase or reduction in the extent of the Premises or in
                  the rent payable under the Lease or any other variation to the
                  Lease;

         (h)      the disclaimer (including without limitation disclaimer by the
                  Crown under section 656 Companies Act 1985) of the Lease;

         (i)      any other act or omission of the Landlord or any other
                  circumstances which but for this paragraph 5 would discharge
                  the Tenant

         and for the purposes of this paragraph 5 the Tenant shall be deemed
         liable to continue to pay and discharge,.; the Secured Obligations
         notwithstanding any of the above matters and any money expressed to be
         payable by the Assignee which may not be recoverable


                                       7
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         for any such reason shall be recoverable by the Landlord from the
         Tenant as principal debtor.

6.       The Tenant shall if required by the Landlord in writing within three
         months after a Terminating Event accept a lease of the Premises for the
         residue of the contractual term unexpired at and with effect from the
         date of the Terminating Event at the same annual rent as reserved by
         the Lease (reviewable at the same times as the annual rent would have
         been reviewable under the Lease had there been no disclaimer) and
         subject to the same covenants and provisos (except that the Tenant
         shall not be required to procure that any other person is made a party
         to that lease as a guarantor) and the Tenant on execution of the new
         lease will pay the reserved rents for the period from the date of the
         disclaimer to the quarter day following the date of the new lease and
         the costs of and incidental to the new lease and will execute and
         deliver to the Landlord a counterpart.

7.       Where the Tenant consists of more than one person and if the Landlord
         requires consequently more than one person to take a new lease those
         guarantors shall take that new lease as joint tenants.

8.       Until the Secured Obligations have been paid and discharged in full the
         Tenant shall not without Consent exercise any rights:

         (a)      of subrogation or indemnity in respect of the Secured
                  Obligations;

         (b)      to take the benefit of share in or enforce any security, or
                  other guarantee or indemnity for the Secured Obligations;

         (c)      to prove in the bankruptcy or liquidation of the Assignee in
                  competition with the Landlord.

9.       The Tenant has not taken any security from the Assignee and will not do
         so.

10.      Any security taken by the Tenant in breach of paragraph 8 and all money
         at any time received in respect of it shall be held in trust for the
         Landlord as security for the liability of the Tenant under this
         Authorized Guarantee Agreement.


                                       8
<Page>

11.      Nothing in this Authorized Guarantee Agreement shall operate so as to
         make the Tenant liable for anything in respect of which the Assignee is
         released from liability by the provisions of the Landlord and Tenant
         (Covenants) Act 1995.

12.      To the extent that this Authorized Guarantee Agreement purports to
         impose on the Tenant any liability for anything in respect of which the
         Assignee is released from liability by the provisions of the Landlord
         and Tenant (Covenants) Act 1995 the relevant provision of this
         Authorized Guarantee Agreement shall to that extent only be void but
         that shall not affect:

         (a)      enforceability of that provision except to that extent; or

         (b)      the enforceability of any other provision of this deed.

13.      The Secured Obligations shall not include obligations arising under a
         Relevant Variation but the making of a Relevant Variation shall not
         discharge the Tenant's liability under this Authorized Guarantee
         Agreement.

14.      The liability of the Tenant under this Authorized Guarantee Agreement
         shall be the joint and several liability of all parties who have
         executed it as Tenant and all other parties who from time to time
         guarantee the Assignee's obligations to the Landlord and any demand for
         payment by the Landlord on any one or more of such persons jointly and
         severally liable shall be deemed to be a demand made on all such
         persons.





                                       9
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                                   SCHEDULE 3

                               (SURETY COVENANTS)

1.       In this schedule:

         "AUTHORIZED GUARANTEE AGREEMENT" means an authorized guarantee
         agreement within the meaning of section 16 Landlord and Tenant
         (Covenants) Act 1995;

         "RELEVANT VARIATION" means a relevant variation as defined in section
         18(4) Landlord and Tenant (Covenants) Act 1995;

         "SECURED OBLIGATIONS" means the obligation of the Assignee:

         (a)      to pay all sums from time to time due or expressed to be due
                  to the Landlord from the Assignee under the Lease;

         (b)      and to observe and perform:

                  (i)      the Tenant Covenants in the Lease; or

                  (ii)     the covenants in any Authorized Guarantee Agreement
                           which the Assignee gives to the Landlord consequent
                           upon an assignment of the Lease;

         "TERM" means the contractual term granted by the Lease together with
         the period of any holding over and any extension of the contractual
         term by statute or otherwise;

         "TERMINATING EVENT" means the disclaimer of the Lease (including
         without limitation the disclaimer by the Crown under section 656
         Companies Act 1985) following the liquidation or bankruptcy of the
         Assignee or the Assignee being wound up or ceasing to exist.

2.       The Surety unconditionally and irrevocably covenants with and
         guarantees to the Landlord that the Assignee will throughout the Term
         pay and discharge the Secured Obligations when they fall due or are
         expressed to fall due under the Lease for payment and discharge.


                                       10
<Page>

3.       The Surety shall upon being requested to do so by the Landlord enter
         into any deed of variation license consent or other document to which
         in each case the Assignee is a party and which is in each case
         supplemental to the Lease for the purpose of acknowledging that the
         Surety's liabilities under this guarantee extend to it but to the
         extent that the document effects a Relevant Variation paragraph 12
         shall apply.

4.       The guarantee and covenant in paragraph 2 shall impose on the Surety
         the same liability as if the Surety were the principal debtor in
         respect of the Assignee's obligations under the Lease and that
         liability shall continue notwithstanding (and will not be discharged in
         whole or in part or otherwise affected by):

         (a)      any forbearance by the Landlord to enforce against the
                  Assignee the Tenant Covenants or any covenants in any
                  Authorized Guarantee Agreement;

         (b)      the giving of time or other concessions or the taking or
                  holding of or varying realizing releasing or not enforcing any
                  other security for the liabilities of the Assignee;

         (c)      any legal limitation or incapacity relating to the Assignee;

         (d)      the invalidity or unenforceability of any of the obligations
                  of the Assignee;

         (e)      the Assignee ceasing to exist;

         (f)      the giving and subsequent withdrawal of any notice to
                  determine the Lease;

         (g)      any increase or reduction in the extent of the Premises or in
                  the rent payable under the Lease or any other variation to the
                  Lease;

         (h)      the disclaimer (including without limitation disclaimer by the
                  Crown under section 656 Companies Act 1985) of the Lease;

         (i)      any other act or omission of the Landlord or any other
                  circumstances which but for this paragraph 4 would discharge
                  the Surety

         and for the purposes of this paragraph 4 the Surety shall be deemed
         liable to continue to pay and discharge the Secured Obligations
         notwithstanding any of the above matters and


                                       11
<Page>

         any money expressed to be payable by the Assignee which may not be
         recoverable for any such reason shall be recoverable by the Landlord
         from the Surety as principal debtor.

5.       The Surety shall if required by the Landlord in writing within three
         months after a Terminating Event accept a lease of the. Premises for
         the residue of the contractual term unexpired at and with effect from
         the date of the Terminating Event at the same annual rent as reserved
         by the Lease (reviewable at the same times as the annual rent would
         have been reviewable under the Lease had there been no disclaimer) and
         subject to the same covenants and provisos (except that the Surety
         shall not be required to procure that any other person is made a party
         to that lease as a guarantor) and the Surety on execution of the new
         lease will pay the reserved rents for the period from the date of the
         disclaimer to the quarter day following the date of the new lease and
         the costs of and incidental to the new lease and will execute and
         deliver to the Landlord a counterpart.

6.       Where the Surety consists of more than one person and if the Landlord
         requires consequently more than one person to take a new lease those
         persons shall take that new lease as joint tenants.

7.       Until the Secured Obligations have been paid and discharged in full the
         Surety shall not without Consent exercise any rights:

         (a)      of subrogation or indemnity in respect of the Secured
                  Obligations;

         (b)      to take the benefit of share in or enforce any security or
                  other guarantee or indemnity for the Secured Obligations;

         (c)      to prove in the bankruptcy or liquidation of the Assignee in
                  competition with the Landlord.

8.       The Surety has not taken any security from the Assignee and will not do
         so.

9.       Any security taken by the Surety in breach of paragraphs 8 and 9 and
         all money at any time received in respect of it shall be held in trust
         for the Landlord as security for the liability of the Surety under this
         guarantee.


                                       12
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10.      Nothing in this guarantee shall operate so as to make the Surety liable
         for anything in respect of which the Assignee is released from
         liability by the provisions of the Landlord and Tenant (Covenants) Act
         1995.

11.      To the extent that this guarantee purports to impose on the Surety any
         liability for anything in respect of which the Assignee is released
         from liability by the provisions of the Landlord and Tenant (Covenants)
         Act 1995 the relevant provision of this guarantee shall to that extent
         only be void but that shall not affect:

         (a)      enforceability of that provision except to that extent; or

         (b)      the enforceability of any other provision of this guarantee.

12.      The Secured Obligations shall not include obligations arising under a
         Relevant Variation but the making of a Relevant Variation shall not
         discharge the Surety's liability under this guarantee.

13.      The liability of the Surety under this guarantee shall be the joint and
         several liability of all parties who have executed it as Surety and all
         other parties who from time to time guarantee the Assignee's
         obligations to the Landlord and any demand for payment by the Landlord
         on any one or more of such persons jointly and severally liable shall
         be deemed to be a demand made on all such persons.


The common seal of THE MASTER                                 )
FELLOWS AND SCHOLARS OF                                       )
TRINITY COLLEGE CAMBRIDGE was                                 )
affixed in the presence of                                    )




....................................................
Senior Bursar

....................................................
Junior Bursar



                                       13
<Page>

Signed as a deed by VIRCO U.K. LIMITED                        )
acting by [a director and its secretary] [two                 )
directors]                                                    )


.........................................................

Director


.........................................................
Director/Secretary


Signed as a deed by VISIBLE GENETICS                          )
UK LIMITED acting by [ a director and its                     )
secretary] [two directors]


.........................................................

Director


.........................................................

Director/Secretary


Signed as a deed by VISIBLE GENETICS                          )
INC. a corporation incorporated in the                        )
Province of Ontario by [                 ] and                )
[                        ] being persons who in               )
accordance with the laws of that territory are                )
acting under the authority of the corporation                 )


.........................................................

Chairman/President/Vice-President


.........................................................

Any officer or director




                                       14
<Page>

                                                                      SCHEDULE A


                             DATED JANUARY 19, 1999

                       THE MASTER FELLOWS AND SHCOLARS OF
                          TRINITYCOLLEGE CAMBRIDGE (1)

                             VIRCO U.K. LIMITED (2)

                                  VIRCO NV (3)



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

                                     LEASE

                                      -OF-

                                UNIT 184 PHASE 3
                             CAMBRIDGE SCIENCE PARK
                             MILTON ROAD, CAMBRIDGE

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




                       Term:                 15 years (plus broken quarter
                       Initial Rent:         (pound)286,000 per annum
                       Rent Review dates:    Every five years
                       Expiry Date:          March 24, 2014









                                 MILLS & REEVE
                                   Cambridge


<Page>


<Table>
<S>                                                                                                               <C>
Definitions and Interpretation.....................................................................................1

The demise habendum and reddendum..................................................................................4

Tenant's covenants.................................................................................................5

Landlord's covenants...............................................................................................5

Proviso agreement and declaration..................................................................................5
   Forfeiture......................................................................................................5
   Notices  .......................................................................................................6
   Rent abatement..................................................................................................6
   Part II Landlord and Tenant At 1954.............................................................................7
   Warranties......................................................................................................7
   Landlord's powers to deal with the Landlord's Neighboring Premises..............................................7
   Arbitration.....................................................................................................7
   Landlord's obligations..........................................................................................7
   Value added tax proviso.........................................................................................7
   Rights of access or entry.......................................................................................8

Surety's covenant..................................................................................................8

Proper law.........................................................................................................8

Schedule 1.........................................................................................................9
   The property and rights included in this demise.................................................................9
      Part 1 - The property........................................................................................9
      Part 2 - The rights..........................................................................................9

Right to services..................................................................................................9

Right of way.......................................................................................................9

Schedule 2.........................................................................................................10
   Part 1 - Exceptions and reservations in favor of the Landlord...................................................10

Right to services..................................................................................................10

Right to light and air.............................................................................................10

Right to support...................................................................................................10

Right to enter.....................................................................................................10

Right to enter to cultivate........................................................................................10
      Part 2 - Existing Encumbrances...............................................................................11

Schedule 3.........................................................................................................12
   The rents payable by the Tenant.................................................................................12
      Part 1 - Rents payable quarterly.............................................................................12

<Page>

Definitions........................................................................................................12

The rent review....................................................................................................13

Memorandum of agreement as to rent.................................................................................13

Where assessment of rent delayed...................................................................................13

Intermediate rent periods..........................................................................................13
      Part 2 - Rents payable upon demand...........................................................................14

Insurance Rent.....................................................................................................14

Rent for common parts..............................................................................................14

Service rent.......................................................................................................15

Interest on arrears................................................................................................15

Insurance excess...................................................................................................16

Schedule 4.........................................................................................................16
   Tenant's covenants..............................................................................................16

To pay rent........................................................................................................16

To Pay outgoings...................................................................................................16

To repaid and decorate.............................................................................................16

Not to make alterations............................................................................................17

To permit entry....................................................................................................18

To repair on notice................................................................................................18

To pay Landlord's costs............................................................................................19

As to use and safety...............................................................................................19

Not to sue for unlawful or illegal purposes or cause nuisance......................................................19

Not to reside......................................................................................................20

As to user.........................................................................................................20

To keep open and security..........................................................................................20

Displays and advertisements........................................................................................21

To keep clean......................................................................................................21

<Page>

To comply with Enactments and give notice..........................................................................21

To comply with the Planning Acts...................................................................................22

Insurance..........................................................................................................23

To Indemnify.......................................................................................................23

Dealings with the Premises.........................................................................................24

To give notice of assignment, devaluation, etc.....................................................................27

As to loss or acquisition of easements.............................................................................27

To produce plans/documents.........................................................................................27

Not to interfere with reserved rights..............................................................................27

To permit entry for reletting, etc.................................................................................28

To yield up........................................................................................................28

New surety.........................................................................................................28

As to value added tax..............................................................................................28

As to maintenance contracts........................................................................................29

Statutory acquisitions.............................................................................................29

Fire fighting appliances...........................................................................................29

Existing Encumbrances..............................................................................................29

Not to obstruct....................................................................................................29

To comply with regulations.........................................................................................30

As to water supply.................................................................................................30

To comply with Planning Agreements.................................................................................30

To pay cost of damage..............................................................................................31

Schedule 5.........................................................................................................31
   Landlord's covenants............................................................................................31

As to quiet enjoyment..............................................................................................31

To insure..........................................................................................................31

Schedule 6.........................................................................................................32

<Page>


   Surety's covenants and agreements...............................................................................32

Covenants by Surety................................................................................................32

Agreements by Surety...............................................................................................32

Schedule 7.........................................................................................................34
   Guarantee Agreement.............................................................................................34

Definitions and interpretation.....................................................................................34

Guarantee..........................................................................................................35

New lease..........................................................................................................35

Security taken by Guarantor........................................................................................36

Limitation on Guarantor's liability................................................................................36

Joint and several Guarantors.......................................................................................36
</Table>


<Page>

THIS LEASE is made on January 19, 1999 BETWEEN

(1)      (the "Landlord") THE MASTER FELLOWS AND SCHOLARS OF THE COLLEGE OF THE
         HOLY AND UNDIVIDED TRINITY WITHIN THE TOWN AND UNIVERSITY OF CAMBRIDGE
         OF KING HENRY THE EIGHTH'S FOUNDATION

(2)      (the "Tenant") VIRCO U.K. LIMITED (company number 03348588) whose
         registered office is c/o Cartwright & Company, 106 High Street,
         Stevenage, Herts. SG1 3DW

(3)      (the "Surety") VIRCO NV of Central Biological Laboratory, Inter City
         Business Park, Gen de Witterlaan L11B4, 2800 Mechelen, Belgium

WHEREAS, the Premises are held by the Landlord which is an exempt charity;

NOW THIS LEASE WITNESSETH as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      In this Lease unless the context otherwise requires:

         "Agreement" means an agreement dated November 25, 1998 and made between
         the parties hereto in like order.

         "Basic Rent" means (pound)286,000 per annum exclusive of value added
         tax (subject to increase as provided in part 1 of schedule 3).

         "Connected Person" means any person, firm or company which is connected
         with the Tenant for the purposes of section 839 Income and Corporation
         Taxes Act 1988.

         "Consent" means an approval permission authority license or other
         relevant form of approval given by the Landlord in writing.

         "Enactments" shall include all present and future Acts of Parliament
         (including but not limited to the Public Health Acts 1975 to 1961, the
         Factories Act 1961, the Offices Shops and Railway Premises Act 1963,
         the Fire Precautions Act 1971, the Defective Premises Act 1972, the
         Health and Safety at Work, etc. Act of 1974 and the Planning Acts) and
         all notices, directions, orders, regulations, bye-laws, rules and
         conditions under or in pursuant of or deriving effect therefrom and any
         reference herein to a specific enactment or enactments (whether by
         reference to its or their short title or otherwise) shall include a
         reference to any enactment amending or replacing the same and any
         future legislation of a like nature.

         "the Estate" shall mean Cambridge Science Park shown edged blue on the
         Plan situate adjoining Milton Road partly in the City of Cambridge and
         partly in the County of Cambridgeshire (together with any such further
         neighboring area in respect of which the Landlord or its lessees may
         from time to time or at any time during the Period of Limitation
         receive planning permission to develop for uses similar or ancillary to
         the use of the said area edged blue and which the Landlord during the
         Period of Limitation elects to include in Cambridge Science Park.

         "Existing Encumbrances" means the matters set out in part 2 of schedule
         2.

<Page>

         "Group Company" means any company of which the Tenant is a Subsidiary
         or which has the same Holding Company as the Tenant where Subsidiary
         and Holding Company have the meanings given to them by section 736
         Companies Act 1985.

         "Insured Risks" means at any particular time the risk of loss or damage
         by fire, storm, flood, explosion, riot, civil commotion, bursting or
         overflow of water tanks, boilers or apparatus impact by road vehicles
         or aircraft and other aerial devices or articles dropped therefrom and
         the risk of any other kind of loss or damage which the Landlord may
         from time to time in their discretion (to be exercised reasonably) deem
         it desirable to insure against and against which they shall at that
         particular time have a policy of insurance in effects subject to such
         exclusions and limitations as the insurers may impose and subject in
         every case to the availability of insurance cover against the risk and
         subject to the conditions on which and to the extent that insurance
         cover against each risk is generally available in relation to property
         such as the Premises.

         "Interest" shall mean interest at the yearly rate of four percent above
         the base rate published from time to time by Barclays Bank PLC or (in
         the event of base rate or Barclays Bank PLC ceasing to exist) such
         other equivalent rate of interest as the Landlord may from time to time
         in writing specify.

         "Landlord" includes the immediate reversioner to this Lease from time
         to time.

         "Landlord's Neighboring Premises" means any land or buildings now or
         hereafter during the Period of Limitation erected adjoining or
         neighboring the Premises (whether beside, under or over) which belong
         to the Landlord now or hereafter during the Period of Limitation.

         "Lettable Unit" shall mean a pat of the building on the Premises
         designed or intended for letting or exclusive occupation or capable of
         being used for separate self-contained occupation which odes not
         prejudice the use of the remainder of the building on the Premises for
         separate self-contained occupation.

         "Period of Limitation" means the period of eighty years commencing on
         the date hereof or such longer period as the law may permit (which
         period is hereby specified as the perpetuity period applicable to this
         Lease under the rule against perpetuities).

         "the Plan" shall mean the plan annexed hereto.

         "the Planning Acts" means the Town and Country Planning Acts of 1948 to
         1990, the "Planning Hazardous Substances Act 1990, the Planning Listed
         Buildings and Conservation Areas Act 1990, the Local Government
         Planning and Land Act 1980 and all notices, directions, orders,
         regulations, bye-laws, rules and conditions under or in pursuance of or
         deriving effect therefrom from time to time and any reference herein to
         these or any other Act or Acts shall include a reference to any
         statutory modification or re-enactment thereof for the time being in
         force and any future legislation of a like nature.

         "the Planning Agreements" shall mean:

         (a)      an agreement dated 8th November 1971 made pursuant to section
                  37 of the Town and Country Planning Act 1962 between the
                  County Council of the Administrative County of Cambridgeshire
                  and Isle of Ely(1) and the Landlord(2); and


                                       2
<Page>

         (b)      an agreement dated 19th August 1975 made pursuant to section
                  52 of the Town and Country Planning Act 1971 between the same
                  parties and in the same order as the section 37 agreement; and

         (c)      an agreement dated 2nd February 1982 made pursuant to section
                  52 of the Town and Country Planning Act 1971 between South
                  Cambridgeshire District Council(1) and the Landlord(2); and

         (d)      an agreement dated 26th June 1984 made pursuant to section 52
                  of the Town and Country Planning Act 1971 between South
                  Cambridgeshire District Council(1) and the Landlord(2); and

         (e)      an agreement dated 2nd June 1988 made pursuant to section 52
                  of the Town and Country Planning Act 1971 between South
                  Cambridgeshire District Council(1) and the Landlord(2).

         "the Premises" means the property hereby demised as described in part 1
         of schedule 1 including all Service Channels in, on or under such
         property and fixtures and fittings (other than trade or tenant's
         fixtures and fittings) therein together with all additions, alterations
         and improvements to such property.

         "Schedule of Condition" means a schedule of conditions made between the
         Landlord(1) and Cantab Pharmaceuticals Research Limited (2) in relation
         to the Premises dated 15th August 1997, a copy of which is annexed
         hereto.

         "Service Channels" means all such flues, sewers, drains, ditches,
         pipes, wires, watercourses, cables, channels, gutters, ducts and other
         conductors of services and plumbing and ventilating equipment and
         motors appurtenant thereto as are now existing or which may be
         constructed or laid during the Term and within the Period of Limitation
         as herein defined.

         "the Surety" shall include the Surety's successors whether by
         substitution or otherwise including personal representatives.

         "Surveyor" means the surveyors, consulting engineers and agents for the
         time being of the Landlord.

         "the Tenant" shall include the person in whom the Term is presently
         vested.

         "the Term" means the total period of demise hereby granted and (other
         than in the case of the references to the term in the definition of
         "Relevant Date" and in the habendum of this Lease) includes any period
         of holding over or any extension or continuance of the contractual term
         by Enactment or otherwise.

1.2      Words importing the masculine gender only include the feminine gender
         and vice versa and include any body of persons, corporate or
         unincorporated words importing the singular number only include the
         plural number and vice versa and the word "person" shall include any
         body of persons corporate or unincorporated and all covenants by any
         party hereto shall be deemed to be joint and several covenants where
         that party is more than one person and any covenant by the Tenant to do
         or not to do or omit to do an act or thing shall be deemed to include
         an obligation


                                       3
<Page>

         not to permit or suffer such act or thing to be done or omitted by any
         person under the Tenant's control.

1.3      (a)      References to numbered clauses and schedules are references to
                  the relevant clause or schedules to this Lease and references
                  to numbered paragraphs are references to the numbered
                  paragraphs of that schedule or the part of the schedule in
                  which they appear.

         (b)      The clause, paragraph and schedule headings do not form part
                  of this Lease and are not to be taken into account when
                  construing it.

1.4      This instrument:

         (a)      is executed as a deed and by its execution the parties
                  authorize their solicitors to deliver it for them when it is
                  dated; and

         (b)      was delivered when it was dated.

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

2.        THE DEMISE HABENDUM AND REDDENDUM

2.1      In consideration of the several rents and covenants on the part of the
         Tenant and the Surety herein respectively reserved and contained the
         Landlord HEREBY DEMISES unto the Tenant ALL THOSE premises more
         particularly described in part 1 of schedule 1 TOGETHER WITH (in common
         with the Landlord, their lessees and assigns and all other persons from
         time to time having the like rights) the rights set out in part 2 of
         schedule 1 EXCEPT AND RESERVING UNTO THE LANDLORD and its successors in
         title assigns and lessees and all persons from time to time authorized
         by it the interests, rights, reservations and exceptions more
         particularly set out in part 1 of schedule 2 TO HOLD the Premises unto
         the Tenant SUBJECT to any or all easements and other rights (if any)
         now subsisting over or which may affect the same (including any such as
         are more particularly set out in part 2 of schedule 2) from January 19,
         1999 to March 25, 1999 and thereafter for the term of 15 years but
         determinable nevertheless as hereinafter provided YIELDING AND PAYING
         THEREFOR unto the Landlord during the Term by way of rent:

         (a)      from the date of this Lease until March 18, 1999 a peppercorn
                  if demanded and thereafter;

         (b)      yearly and proportionately for any fraction of a year the
                  Basic Rent the first such payment or a proportionate part
                  thereof in respect of the period from March19, 1999 to March
                  25, 1999 to be made on the date hereof and thereafter such
                  rents to be paid by equal quarterly installments in advance on
                  the four usual quarter days in every year;

         (c)      on demand the rents specified in part 2 of schedule 3;

         (d)      any other sums which may become due from the Tenant to the
                  Landlord under the provisions of this Lease;

         all such payments to be made without any deductions.


                                       4
<Page>

3.       TENANT'S COVENANTS

3.1      The Tenant HEREBY COVENANTS with the Landlord to observe and perform
         all the covenants and provisions on the Tenant's part set out in
         schedule 4.

4.       LANDLORD'S COVENANTS

4.1      The Landlord HEREBY COVENANTS with the Tenant whilst the reversion to
         this Lease is vested in the Landlord to observe and perform all the
         covenants and provisions on the Landlord's part set out in schedule 5
         but not so as to impose any personal liability upon the Landlord except
         for the Landlord's own acts and defaults.

5.       PROVISO AGREEMENT AND DECLARATION

5.1      FORFEITURE

         Without prejudice to any other rights of the Landlord if:

         (a)      the whole or part of the rent remains unpaid twenty-one days
                  after becoming due (whether demanded or not); or

         (b)      any of the Tenant's covenants in this Lease are not performed
                  or observed; or

         (c)      the Tenant or any guarantor or surety of the Tenant's
                  obligations under this Lease (including the Surety):

                  (i)      proposes or enters into any composition or
                           arrangement with its creditors generally or any class
                           of its creditors; or

                  (ii)     is the subject of any judgment or order made against
                           it which is not complied with within seven days or is
                           the subject of any execution , distress,
                           sequestration or other process leveled upon or
                           enforced against any pat of its undertaking property,
                           assets or revenue; or

                  (iii)    being a company:

                           (A)      is the subject of a petition presented or an
                                    order made or a resolution passed or
                                    analogous proceedings taken for appointing
                                    an administrator of or winding up such
                                    company (save for the purpose of and
                                    followed within four months by an
                                    amalgamation or reconstruction which does
                                    not involve or arise out of insolvency or
                                    given rise to a reduction in capital and
                                    which is on terms previously approved by
                                    Landlord); or

                           (B)      an encumbrancer takes possession or
                                    exercises or attempts to exercise any power
                                    of sale or a receiver or administrative
                                    receiver is appointed of the whole or any
                                    part of the undertaking property, assets or
                                    revenues of such company; or

                           (C)      stops payment or agrees to declare a
                                    moratorium or becomes or is deemed to be
                                    insolvent or unable to pay its debts within
                                    the meaning of


                                       5
<Page>

                                    section 123 Insolvency Act 1986; or

                           (D)      without prior consent ceases or threatens to
                                    cease to carry on its business in the normal
                                    course from the Premises; or

                  (iv)     being an individual:

                           (A)      is the subject of a bankruptcy petition o
                                    bankruptcy order; or

                           (B)      is the subject of an application or order or
                                    appointment under section 253 or section 273
                                    or section 286 Insolvency Act 1986; or

                           (C)      is unable to pay or has no reasonable
                                    prospect of being able to pay his debts
                                    within the meaning of sections 267 and 268
                                    Insolvency Act 1986.

         (d)      any event occurs or proceedings are taken with respect to the
                  Tenant or any guarantor of the Tenant's obligations under this
                  Lease (including the Surety) in any jurisdiction to which it
                  is subject which has an effect equivalent or similar to any of
                  the events mentioned in clause 5.1(c);

         then and in any of such cases the Landlord may at any time (and
         notwithstanding the waiver of any previous right of re-entry) re-enter
         the Premises whereupon this Lease shall absolutely determine but
         without prejudice to any right of action of the Landlord in respect of
         any previous breach by the Tenant of this Lease.

5.2      NOTICES.

         Any notice under this Lease shall be in writing and any notice

         (a)      to the Tenant or the Surety shall be deemed to be sufficiently
                  served if:

                  (i)      left addressed to the Tenant on the Premises; or

                  (ii)     sent to the Tenant or the Surety by post at the last
                           known address or (if a Company) registered office of
                           the Tenant or the Surety; and

         (b)      to the Landlord shall be deemed to be sufficiently served if:

                  (i)      sent to the Landlord by post at the last known
                           address or (if a Company) registered office of the
                           Landlord; or

                  (ii)     whilst the reversion immediately expectant on the
                           determination of the Term is vested in the original
                           Landlord (as named herein) addressed to the
                           Landlord's Senior Bursar and delivered to him
                           personally or sent to him by post.

5.3      RENT ABATEMENT.

         If the Premises are destroyed or rendered wholly or partly unfit for
         use by any of the Insured Risks then (provided the destruction or
         damage is not caused by the act or default of the Tenant or any person
         on the Premises with the Tenant's express or implied authority or any
         predecessor in


                                       6
<Page>

         title of any of them so that the insurance policy effected by the
         Landlord is vitiated or payment of any part of the policy money is
         withheld), the whole or a fair proportion of the Basic Rent and (in the
         case of the premises being wholly unfit for use), the rents specified
         in paragraph 3 of part 2 of schedule 3 according to the extent of the
         damage sustained shall cease to be payable for the shorter of a period
         of three years or the period during which the Premises remain unfit for
         use and any dispute with reference to this proviso shall be referred to
         arbitration in accordance with the Arbitration Act 1996.

5.4      PART II LANDLORD AND TENANT AT 1954

         If this Lease is within Part II of the Landlord and Tenant Act 1954
         then subject to the provisions of subsection (2) of section 38 of that
         Act neither the Tenant nor any assignee or undertenant of the Term or
         of the Premises shall be entitled on quitting the Premises to any
         compensation under section 37 of that Act.

5.5      WARRANTIES

         The Tenant hereby acknowledges and admits that the Landlord has not
         given or made any representation or warranty that the use of the
         Premises herein authorized is or will remain a permitted use under the
         Planning Acts.

5.6      LANDLORD'S POWERS TO DEAL WITH THE LANDLORD'S NEIGHBORING PREMISES

         Notwithstanding anything herein contained, the Landlord and all persons
         authorized by the Landlord shall have power without obtaining any
         consent from or making any compensation to he Tenant to deal as the
         Landlord may think fit with the Estate and the Landlord's Neighboring
         Premises and to erect thereon or on any part thereof any building
         whatsoever and to make any repairs, alterations or additions and carry
         out any demolition ore rebuilding whatsoever (whether or not affecting
         the light or air to the Premises) which the Landlord may think fit or
         desire to do.

5.7      ARBITRATION

         (Unless the Lease otherwise provides) if any dispute or difference
         shall arise between the parties hereto touching these presents or the
         rights or obligations of the parties hereunder, such dispute and
         difference shall in the event of this Lease expressly so providing and
         otherwise may by agreement between the parties be referred to a single
         arbitrator to be agreed upon the parties hereto or in default of
         agreement to be nominated by the President or Vice President for the
         time being of the Royal Institution of Chartered Surveyors on the
         application of any party in accordance with and subject to the
         provisions of the Arbitration Act 1996.

5.8      LANDLORD'S OBLIGATIONS

         Nothing herein contained shall render the Landlord liable (whether by
         implication of law or otherwise howsoever) to do any act or thing which
         the Landlord has not expressly covenanted to carry out, provide or do
         in schedule 5.

5.9      VALUE ADDED TAX PROVISO

         Any consideration on supplies made by the Landlord under this Lease is
         exclusive of value added tax (or substituted tax).


                                       7
<Page>

5.10     RIGHTS OF ACCESS OR ENTRY

         The exercise of all rights of entry onto the Premises by the Landlord
         or those authorized by the Landlord shall be subject to the following
         conditions:

         (a)      reasonable prior notice must be given save in emergency;

         (b)      the persons so entering must cause as little disturbance and
                  inconvenience as practicable to the Tenant;

         (c)      the persons so entering must comply with all reasonable
                  requirements stipulated by the Tenant having particular regard
                  to the Tenant's use and business carried on at the Premises;
                  and

         (d)      must make good any damage caused to the reasonable
                  satisfaction of the Tenant as speedily as practicable.

6.       SURETY'S COVENANT

6.1      The Surety (in consideration of this demise having been made at the
         Surety's request) hereby covenants with the Landlord (as principal and
         not merely as guarantor) that the Surety will observe and perform the
         covenants, agreements and declarations set out in schedule 6.

7.       PROPER LAW

7.1      This Lease shall be governed by English Law and the Tenant and the
         Surety irrevocably submit to the non-exclusive jurisdiction of the
         English Courts.

7.2      The Surety irrevocably authorizes and appoints Hewitson Becke & Shaw of
         42 Newmarket Road, Cambridge (or such other firm of solicitors resident
         in England and Wales as it may from time to time by written notice to
         the Landlord substitute) to accept service of all legal process arising
         out of or connected with this Lease and service on Hewitson Beck & Shaw
         (or such substitute) shall be deemed to be service on the Surety.


                                       8
<Page>

                                   SCHEDULE 1

                 THE PROPERTY AND RIGHTS INCLUDED IN THIS DEMISE

                             PART 1 - THE PROPERTY.

ALL THAT piece or parcel of land forming part of Cambridge Science Park
containing 1,897.82 square meters more or less as the same is more particularly
delineated on the Plan and thereon edged red together with the care parking
spaces laid out thereon and the buildings standing thereon or on some part
thereof.

                               PART 2 - THE RIGHTS

1.       RIGHT TO SERVICES

1.1      At all times hereafter, the right of passage and running of appropriate
         services (including, but not limited to, gas, water, electricity,
         telecommunications, surface water and foul water) through the Services
         Channels now, under or across the Estate or the Landlord's Neighboring
         Premises, and to make connection with such Service Channels, or any of
         them for the purpose of exercising the said rights and all such rights
         of access for the Tenant and the Tenant's lessees and employees as may
         from time to time be reasonably required for the purpose of laying,
         inspecting, cleansing, repairing, maintaining, renewing or adding to
         such Service Channels or any of them, but the enjoyment of the
         aforesaid rights shall be subject to the Tenant or other person or
         person's exercising the same or having the benefit thereof being liable
         to make good all damage to the Estate or the Landlord's Neighboring
         Premises thereby occasioned with reasonable dispatch.

2.       RIGHT OF WAY

2.1      The right of way for all purposes reasonably necessary for the use and
         enjoyment of the Premises for the purposes herein authorized, but not
         further or otherwise, with or without vehicles over the roadways
         colored brown on the Plan.



                                       9
<Page>

                                   SCHEDULE 2

          PART 1 - EXCEPTIONS AND RESERVATIONS IN FAVOR OF THE LANDLORD

1.       RIGHT TO SERVICES

1.1      At all times hereafter the right of passage and running of appropriate
         services through the Service Channels forming part of the Premises and
         to make connection with such Service Channels or any of them for the
         purpose of exercising the said rights and all such rights of access for
         the Landlord, the Surveyor and the Landlord's lessees and employees,
         and all persons from time to time authorized by the Landlord as may
         from time to time be reasonably required for the purpose of laying,
         cleanings, repairing, maintaining, renewing or adding to such Service
         Channels or any of them, but the enjoyment of the aforesaid rights
         shall be subject to the Landlord or other person or person's exercising
         the same or having the benefit thereof being liable to make good all
         damage to the Premises thereby occasioned with reasonable dispatch.

2.       RIGHT TO LIGHT AND AIR

2.1      Tenant shall not be entitled to any right of access of light or air to
         the Premises which would restrict or interfere with the user of the
         Estate or any of the Estate or the Landlord's Neighboring Premises for
         building or otherwise howsoever.

3.       RIGHT TO SUPPORT

3.1      The right to support and shelter and all other rights and privileges in
         the nature of easements and quasi-easements now or thereafter belonging
         to or enjoyed by the Estate or the Landlord's Neighboring Premises.

4.       RIGHT TO ENTER

4.1      At all times during the Term the right with or without the Surveyor,
         the Landlord's employees and workmen, and any persons authorized by
         them to enter the Premises for the purpose of doing any act, matter or
         thing in respect of which the Landlord is permitted entry to the
         Premises under Schedule 4, upon the terms therein stated, and for all
         such other requirements of the Landlord, as in the opinion of the
         Landlord, shall be reasonably necessary such reservation to be in
         addition to, and not in substitution for or limitation of, any other
         rights exceptions or reservations to which the Landlord is entitled
         hereunder.

5.       RIGHT TO ENTER TO CULTIVATE

5.1      A right of access at all times together with the Surveyor, the
         Landlord's employees, servants, workmen and all persons authorized by
         the Landlord, to all such parts of the Premises as shall from time to
         time be unbuilt upon for the purpose of cultivating, planting,
         maintaining and landscaping the same n such manner as shall, in the
         discretion (to be exercised reasonably) of the Landlord, from time to
         time, seem appropriate.


                                       10
<Page>



                         Part 2 - Existing Encumbrances

(1)      The easements, rights, covenants and other matters contained or
         referred to in the Planning Agreements.

(2)      All other easements, rights, covenants and other matters affecting the
         Premises.






                                       11
<Page>

                                   SCHEDULE 3

                         THE RENTS PAYABLE BY THE TENANT

                        PART 1 - RENTS PAYABLE QUARTERLY

1.       DEFINITIONS

1.1      In this part of this schedule the following words shall have the
         followings meanings:

         (a)      the "Relevant Date" shall mean March 25, 2004 and every fifth
                  anniversary of that date.

         (b)      "the Full Open Market Yearly Rent" shall mean the best yearly
                  rent for which the whole of the Premises might reasonably be
                  expected to let in the open market by a willing landlord to a
                  willing tenant (after the expiry of any rentfree period or
                  period of concessionary rent which may then be usual on the
                  grant of a new lease to enable the tenant to fit out the
                  Premises) on the assumption (if not fact) that:

                  (i)      the Premises are fully repaired, maintained and
                           decorated in accordance with the provisions of this
                           Lease and are vacant and fit for immediate occupation
                           and use (and all statutory requirements are complied
                           with and all requisite consents and permissions
                           therefore have been obtained) and that no work has
                           been carried out thereon which would diminish the
                           rental value of the Premises and that in case the
                           Premises had been damaged or destroyed by any of the
                           Insured Risk they had been fully restored in
                           accordance with the terms hereof; and

                  (ii)     the lease of the Premises shall be for a term of
                           years certain for a term equal to the longer of 15
                           years or the unexpired residue of the Term (taking
                           into account the tenant's right to apply to the court
                           for the grant of a new tenancy under Part II Landlord
                           and Tenant Act 1954) without payment of a fine or
                           premium or any other form of inducement being offered
                           or received and upon the same terms, provisions,
                           agreements and declarations (other than as to the
                           amount of rent and any rent-free period hereunder but
                           including like provisions for the review of rent to
                           those herein contained) and covenants on the part of
                           the Landlord and the Tenant as those herein
                           contained.

         there being disregarded:

                           (A)      any effect on rent of the fact that the
                                    Tenant or any undertenant or their
                                    respective predecessors in title have been
                                    in occupation of the Premises; and

                           (B)      any good will attached to the Premises by
                                    reason of trade or business carried on
                                    therein by the Tenant or any undertenant or
                                    their respective predecessors in title; and

                           (C)      any effect on rent of any improvements to
                                    the Premises (being an improvement effected
                                    or completed within a period of twenty-one
                                    years immediately preceding the Relevant
                                    Date on which the rent is being reviewed)
                                    carried out by the Tenant or any undertenant
                                    or their respective predecessors in title in
                                    that capacity with the prior consent in
                                    writing of the Landlord other than an
                                    improvement effected at the


                                       12
<Page>

                                    expense of the Landlord or in pursuance of
                                    an obligation to the Landlord whether under
                                    this Lease or otherwise PROVIDED THAT the
                                    Landlord or their predecessors in title have
                                    not had or been entitled to vacant
                                    possession of the Premises since the
                                    improvement was carried out save in respect
                                    of improvements carried out by predecessors
                                    occupying the Premises by virtue of a lease
                                    dated December 4, 1985; and

                           (D)      as far as may be permitted by law all
                                    restrictions whatsoever relating to rent
                                    contained in any Enactments (whether
                                    relating to the method of determination of
                                    rent otherwise).

2.       THE RENT REVIEW

2.1      At each Relevant Date the rent shall be reviewed in accordance with the
         provisions of this part of this schedule and from and after each
         Relevant Date the Tenant shall pay to the Landlord by way of rent in
         respect of the Premises whichever is the greater of:

         (a)      the maximum yearly rent payable hereunder immediately prior to
                  that Relevant Date; and

         (b)      the Full Open Market Yearly Rent for the Premises at that
                  Relevant Date such Full Open Market Yearly Rent to be
                  determined (in default of agreement between the Landlord and
                  the Tenant) by arbitration in accordance with clause 5.7 of
                  this Lease on the application of the Landlord or the Tenant
                  made at any time before or after that Relevant Date.

3.       MEMORANDUM OF AGREEMENT AS TO RENT

3.1      As soon as practicable after the agreement or determination of the
         amount of the Full Open Market Yearly Rent a memorandum recording the
         same shall be endorsed on or otherwise annexed to the Original and
         Counterpart of this Lease.

4.       WHERE ASSESSMENT OF RENT DELAYED

4.1      Should the rent to be agreed or determined in accordance with paragraph
         2 (herein in this paragraph 4.1 called "the New Rent") not have been
         agreed or determined as aforesaid by an Relevant Date then the Tenant
         shall on and after that day pay rent at the rate equal to the rent
         payable immediately before that Relevant Date (herein in this paragraph
         4.1 called "the Old Rent") and so soon as the New Rent shall have been
         agreed or determined as aforesaid, the Tenant shall forthwith pay to
         the Landlord by way of additional rent the difference between the New
         Rent and the Old Rent for each quarter for which the New Rent should
         have been paid together with interest at 4% below the rate specified in
         the definition of Interest thereon from the date upon which the same
         became payable until the date of payment.

5.       INTERMEDIATE RENT PERIODS

5.1      If at any Relevant Date the Landlord shall be obliged legally or
         otherwise to comply with any Enactments dealing with the control or
         rent and which shall restrict or modify the Landlord's right to review
         the Old Rent or to receive the New Rent (which expressions are defined
         in paragraph 4.1) in accordance with the terms hereof then the Landlord
         shall as often as such Enactment is removed, relaxed or modified be
         entitled to give not less than one month's notice in writing (herein
         called "an Intermediate Rent Review Notice") to the Tenant expiring not
         earlier


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<Page>

         than the date of each such removal, relaxation or modification to
         introduce an intermediate review of rent additional to the reviews of
         rent specified in this part of this schedule and the expiry of the
         Intermediate Rent Review Notice shall be deemed to be the Relevant Date
         for the purpose of paragraphs 2, 3 and 4 PROVIDED THAT nothing herein
         contained shall vary or modify any subsequent Relevant Date as defined
         in paragraph 1.1(a).

                       PART 2 - RENTS PAYABLE UPON DEMAND

1.       INSURANCE RENT

1.1      A sum or sums of money equal to the amount or amounts which the
         Landlord shall form time to time incur in or in respect of effecting or
         maintaining the insurance t reasonably competitive rates of the
         Premises in accordance with the Landlord's covenant contained in
         paragraph 2 of schedule 5 and all processional fees which the Landlord
         may from time to time incur in connection with the valuation of the
         Premises for insurance purposes.

2.       RENT FOR COMMON PARTS

2.1      A proper proportion attributable to the Premises of the cost and
         expense reasonably incurred of making repairing, maintaining. renewing,
         rebuilding, cleansing and operating all ways, roads, payments, Service
         Channels, yards, bicycle stores, vehicle parks and gardens, fences,
         party walls and structures and any installations, equipment, fittings,
         fixtures, easements, appurtenances or conveniences which shall belong
         to or be used by the Premises in common with the Estate and the
         Landlord's Neighboring Premises and with any other premises adjoining
         or neighboring or over or under the Premises (or any of them) including
         architect's and surveyor's fees properly incurred in connection with
         such works (such proper proportion to be certified by the Surveyor
         whose certificate shall be final and binding on the Tenant).

3.       SERVICE RENT

3.1      A service rent in respect of:

         (a)      the maintenance, repair, cultivation and management of the
                  Estate including all roads, ways and paths, service channels,
                  amenity grounds and cultivated areas (whether situate thereon
                  or otherwise serving the same); and

         (b)      all such other matters whatsoever which in the opinion of the
                  Surveyor shall be necessary to maintain high standards for a
                  development of such a character including (without prejudice
                  to the generality hereof) a national figure as certified by
                  the Surveyor equivalent to the reasonable market rental for
                  the time being of any premises provided by the Landlord on the
                  Estate being used or occupied (whether with or without rental)
                  to enable the Landlord, the Surveyor and their respective
                  servants or employees to implement and carry out such
                  maintenance repairs, cultivation and management of the Estate
                  and all other matters as aforesaid but less any rental thereof
                  received by the Landlord;

         such service rent to be in the reasonable opinion of the Surveyor such
         as shall be just and equitable in all the circumstances PROVIDED ALWAYS
         THAT such service rent shall not include any sum in respect of the cost
         of the initial laying out or construction of the matters


                                       14
<Page>

         referred to in paragraphs 3.1(a) and 3.1(b) above or any work or costs
         arising out of or in connection with such initial construction.

4.       INTEREST ON ARREARS

4.1      Interest on any monies payable by the Tenant to the Landlord under any
         covenant or provision of this Lease which remain unpaid for seven days
         shall be payable by the Tenant such Interest to be calculated from the
         date when such monies were due until the date when such monies are
         received by the Landlord PROVIDED THAT the provisions of this paragraph
         4.1 shall not prejudice any rights or remedies of the Landlord in
         respect of any breach of any of the covenants on the part of the Tenant
         herein contained.

5.       INSURANCE EXCESS

5.1      If a claim arising under any policy of insurance effected by the
         Landlord upon the Premises shall be subject to any insurance excess
         notified to the Tenant in writing at the time of renewal of the policy
         the Tenant shall reimburse or otherwise indemnify the Landlord against
         the amount of such excess.



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<Page>

                                   SCHEDULE 4

                               TENANT'S COVENANTS

1.       TO PAY RENT

1.1      To pay to the Landlord the rents hereby reserved (including but not
         limited to the rent as reviewed from time to time in accordance with
         part 1 of schedule 3) at the times and in the manner herein appointed
         for payment thereof without any deduction set off or (except as
         provided by clause 5.3 of this Lease) abatement whatsoever and to pay
         those rents reserved in part 1 of schedule 3 by standing order to the
         bankers of the Landlord or as it shall direct.

2.       TO PAY OUTGOINGS

2.1      To pay and discharge all rates taxes duties assessments charges
         impositions and outgoings whatsoever (whether parliamentary local
         public utility or of any other description and whether or not of a
         recurrent name) now or at any time during the Term taxed, assessed,
         charged, imposed upon or payable in respect of the Premises or any part
         thereof a by the Landlord or Tenet a owner or occupier m respect
         thereof, except any payable in respect of dealings with the reversion
         or on rents received (other than Value Added Tax).

3.       TO REPAID AND DECORATE

3.1      Well and substantially to cleanse, maintain and repair the Premises and
         every part thereof (including all additions the and all fixtures,
         fittings, plant and machinery therein and improvements thereto and the
         Service Channels forming part of the Premises and the boundary
         structures (if any) of the Premises) and drains connecting to the
         Premises to and as far as the common drain.

3.2      As and when reasonably required by the Landlord to clean (and to
         repaint where appropriate) all external surfaces of the buildings from
         time to time comprised in the Premises.

3.3      Without prejudice to the generality of paragraphs 3.1 and 3.2, to paint
         (or otherwise decorate) with two coats of paint (or other suitable
         materials) all such parts of the Premises as have been usually painted
         (or otherwise decorated) such painting (or other decoration) to be:

         (a)      as to the outside in every third year of the Term and with
                  such colors as have been approved by the Surveyor; and

         (b)      as to the inside, in every fifth year of the Term; and

         (c)      as to both the outside and the inside, in the last yea of the
                  Term (however determined) and otherwise as the Landlord may
                  reasonably so require.

3.4      Not to remove or damage any of the Landlords fixtures and fittings in
         the Promises and to replace with similar articles of at least equal
         quality such fixtures and fittings as may be lost or worn out or become
         unfit for use;

         PROVIDED THAT all work referred to it this paragraph 3 shall be done in
         a good and workmanlike master and to the reasonable satisfaction of the
         Surveyor AND PROVIDED THAT


                                       16
<Page>

         nothing in this paragraph 3 shall oblige the Tenant to put the Premises
         into a better state of repair than they are at the commencement of this
         Lease as evidenced by the Schedule of Condition, AND PROVIDED FURTHER
         THAT the liability of the Tenant under this paragraph shall not extend
         to damage caused by any of the Insured Risks unless the insurance shall
         have been vitiated or insurance monks rendered irrecoverable in whole
         or in part by any sot omission neglect or default of the Tenant any
         undertenant or their respective employees, servants, agents independent
         contractors, customers, visitors, licensees, invitees or my other
         person under the Tenant's or the undertenant's control.

3.5      The Tenant shall give written notice to the Landlord immediately on
         becoming aware of:

         (a)      any damage to or destruction of the Premises; or

         (b)      any defect or want or repair in the Premises (including,
                  without limitation, any relevant defect within the meaning of
                  section 4 Defective Premises Act 1972) which the Landlord is
                  liable to repair under this Lease or which the Landlord is or
                  may be liable to repair under common law or by virtue of any
                  Enactment.

4.       NOT TO MAKE ALTERATIONS

4.1      Not to make any alteration or addition to the Premises which would
         reduce or otherwise adversely affect the value of the Landlord's
         reversionary interest in the Premises or the prospects of re-letting or
         the letting or re-letting value thereof (as to which the decision of do
         Surveyor shall be conclusive).

4.2      Without prejudice to the prohibition in paragraph 4.1, not to demolish
         the existing buildings comprising the Premises or construct new
         buildings or make any alteration, addition or improvement so the
         Premises whether structural or otherwise except as expressly permitted
         under paragraph 4.3.

4.3      The Tent may carry out alterations, additions or improvements to the
         Premises which do not affect my part of the exterior or structure of
         the Premises where:

         (a)      the Tenant has submitted to the landlord detailed plans and
                  specifications showing the works; and

         (b)      the Tenant has given to the landlord such covenants relating
                  to the carrying out of the works as the Landlord may
                  reasonably requite (including (but not limited to)
                  reinstatement of the Premises at the expiration or sooner
                  determination of the Term);

         (c)      the Tenant has, if so required by the Landlord, provided the
                  Landlord with suitable security which will allow the Landlord
                  to carry out and complete the works if the Tempt falls to do
                  so; and

         (d)      the Tenant has obtained Consent to the works (which shall not
                  be unreasonably withheld or delayed).

         PROVIDED THAT the Tenant shell indemnity the Landlord against any
         liability for any tax assessed upon the Landlord by reason of any such
         alteration, creation or addition to the Premises carried out by or on
         behalf of the Tenant.


                                       17
<Page>

4.4      Without prejudice to any other rights of the landlord immediately upon
         the Landlord by notice in waiting to that effect requiring them so to
         do to remove all additional buildings, erections, works, alterations or
         additions whatsoever to the Premises for which Consent has not first
         been obtained pursuant to the provisions of paragraph 4.3 (herein
         called the "Unauthorized Works"), and to make good and restore the
         Premises to the state and condition thereof before the Unauthorized
         Works were carried out and if the Tenant shall neglect to do so for
         seven days after such notice, then it shall be lawful for the Surveyor
         , the Landlord and the Landlord's servants, contractors, agents and
         workmen to enter upon the Premises and to remove the Unauthorized Works
         and to make good and restore the same to the state and condition
         existing before the carrying out of the Unauthorized Work, and all
         expenses of so doing shall be repaid to the Landlord by the Tenant
         within seven days of a written demand in that behalf.

5.       TO PERMIT ENTRY

5.1      To permit the Landlord, the Surveyor and their respective workmen and
         persons duly authorized by them, respectively, on reasonable notice
         (except in emergency) at reasonable hours to enter the Premises for the
         purposes of:

         (a)      viewing the same;

         (b)      taking Inventories of the fixtures, fittings, appliances and
                  equipment to be yielded up at the expiration or sooner
                  determination of the Term;

         (c)      inspecting for defects in and recording the condition of the
                  Premises or any other breaches of covenant on the part of the
                  Tenant;

         (d)      inspecting, cleansing, maintaining, repairing, altering,
                  renewing or adding to the Estate or the Landlord's Neighboring
                  Premises as any other premises adjoining the Premises (whether
                  beside, under or over) or any Service Channels not comprised
                  within the Promises;

         (e)      performing any covenant complying with any condition or
                  pursuant to any reservation contained in this Lease;

         or any other reasonable purpose connected with the management of the
         Premises or the Estate or the Landlords Neighboring Premises or the
         Landlord's interest therein PROVIDED THAT the Landlord shall make good
         all damage to the Premises caused by such entry as soon as practicable
         without the payment of compensation to the Tenant.

6.       TO REPAIR ON NOTICE.

6.1      To make good to the reasonable satisfaction of the Surveyor within two
         months or sooner if requisite (or immediately in case of emergency) any
         defect in the repair or decoration of the Premises for which the Tensed
         is liable hereunder or any other want of compliance with any of the
         obligations on the part of the Tenant under this Lease of which the
         Landlord or the Surveyor has given notice in writing to the Tenant or
         left notice in writing as the Premise.

6.2      If the Tenant shall not comply with paragraph 6.1, the Tenant shall
         permit the Landlord, the Surveyor and their respective workmen (without
         prejudice to any other remedy of the Landlord) to enter the Premises
         and make good such defect, breach or want of compliance as aforesaid


                                       18
<Page>

         without the payment of any compensation to the Tenant and all expenses
         of so doing (including legal costs and Surveyor's fees properly
         incurred) shall be paid by the Tenant to the Landlord on demand and
         shall be recoverable as rent in arrears.

7.       TO PAY LANDLORD'S COSTS

7.1      To pay the Landlord's costs and expenses (including legal costs and
         Surveyor's and other professional fees) such costs and expenses to be
         reasonable and proper:

         (a)      In or in contemplation of any proceedings relating to the
                  Premises under sections 146 and/or 147 of the Law of Property
                  Act 1925 or the preparation and service of notice thereunder
                  (whether or not any right of re-entry or forfeiture has been
                  waived by the Landlord or a notice served under section 146 is
                  complied with by the Tenant or the Tenant has been relieved
                  under to provisions of the said Act and notwithstanding that
                  forfeiture is avoided otherwise than by relief granted by the
                  Court).

         (b)      In the preparation and service of any Schedule of Dilapidation
                  at any time during or within the three months after the Term.

         (c)      In connection with the recovery of arrears of rend due from
                  the Tenant hereunder (including, but not limited to, bailiff's
                  commission incurred by the Landlord of and incidental to every
                  distress levied by the Landlord on the Tenant's goods for the
                  recovery of overdue rent or other suns due under this Lease).

         (d)      In connection with approving plans and specifications required
                  hereunder and the supervision and inspection of alterations,
                  erections, additions and any other works carried out by the
                  Tenant and any undertenant.

         (e)      In respect of any application for Consent required by this
                  Lease whether or not such Consent be granted.

8.       AS TO USE AND SAFETY.

8.1      Not to keep or use or permit, or suffer to be kept or used on the
         Premises any materials which are inflammable, explosive or otherwise
         dangerous (save in accordance with health and safety legislation), nor
         any machinery, apparatus or equipment or any other thing which may
         attack or in any way injure by percolation, corrosion, vibration,
         excessive weight strain or otherwise the surfaces, floors ceilings,
         roofs contents, or structure of any building comprised therein and in
         the Estate or in the Landlord's Neighboring Premises (or either of
         them), the keeping or using whereof may contravene any Enactments.

9.       NOT TO SUE FOR UNLAWFUL OR ILLEGAL PURPOSES OR CAUSE NUISANCE.

9.1      Not to:

         (a)      use or permit or suffer the Premises or any part thereof to be
                  use for any unlawful, illegal or immoral purpose or for the
                  manufacture, sale or consumption of intoxicating liquors or
                  for the manufacture, sale or consumption of Controlled Drugs,
                  as defined by the Misuse of Drugs Act of 1971 (otherwise by a
                  practitioner or pharmacist, as defined by that Act),


                                       19
<Page>

                  or for the manufacture, publication or sale of any article or
                  thing which may, in the opinion of the Landlord, be
                  pornographic, offensive or obscene or for betting, gaming or
                  lotteries or as a hotel, club, billiards saloon, dance hall,
                  funfair or amusement premises or for an auction or for any
                  noisy, noxious or offensive trade or business; and

         (b)      do or permit or suffer to be done on the Premises or any part
                  thereof anything which may be or become or cause an annoyance,
                  inconvenience, nuisance, damage, disturbance, injury, or
                  danger of or to the Landlord or to the owners, lessees, or
                  occupiers of any premises in the neighborhood or which, in the
                  opinion of the Landlord, would be detrimental to the use or
                  development of the Premises, the Estate and of any Landlord's
                  Neighboring Premises (or any of them ), and to pay to the
                  Landlord all costs, charges and expenses which may be incurred
                  by the Landlord in abating any nuisance on or arising from the
                  Premises, and executing all works as may be necessary for such
                  purpose.

         (c)      use any radio, television, video or sound system audible
                  outside the Premises or play or suffer to be played any
                  musical instrument audible outside the Premises.

10.      NOT TO RESIDE

10.1     Not to reside on the Premises and not to create or permit or suffer to
         be created any residential tenancy or residential occupation of the
         Premises or any part thereof.

11.      AS TO USER.

11.1     Not to use the Premises or any part thereof other than for a purpose
         appropriate to a Science Park that is to say any one or more of the
         following uses:

         (a)      scientific research associated with industrial production;

         (b)      light industrial production of kind which is dependent on
                  regular consultation with either or both of the following

                  (i)      the Tenant's own research, development and design
                           staff established in the Cambridge Study Area;

                  (ii)     the scientific staff or facilities of the University
                           or of local scientific institutions;

         (c)      ancillary buildings and works appropriate in the sole opinion
                  of the Landlord to the use of the Premises as an integral part
                  of a Science Park.

12.      TO KEEP OPEN AND SECURITY.

12.1     Not to permit the Premises to remain vacant or unattended for more than
         72 hours unless it is first made fully secure.

12.2     To indemnify the Landlord against any empty property rate or penal rate
         levied or accessed upon the Landlord by reason of the Premises having
         been left empty.


                                       20
<Page>

12.3     To ensure that the Landlord at all times has written notice of the
         names and addresses and telephone number of at least one keyholder of
         the Premises.

13.      DISPLAYS AND ADVERTISEMENTS

13.1     Not to display or permit to be displayed on any part the Premises so as
         to be visible outside the Premises any name, writing, notice, sign,
         placard, sticker or advertisement of whatsoever nature other than a
         notice or sign (not being a "Neon" notice or sign or any notice or sign
         of a similar nature), displaying the name of the Tenant and the name of
         the building comprised within the demise (if any) first approved to
         writing by the Landlord, such approval not a be unreasonably withheld
         or delayed and not to place, leave or install any merchandise or
         display outside the Premises, and on any breach by the Tenant, the
         Landlord, the Surveyor and their respective workmen may, without notice
         and without prejudice to any other remedy of the Landlord, remove the
         cause of the breach of this covenant and shall not be liable to make
         good any loss or pay compensation for so doing.

14.      TO KEEP CLEAN

14.1     Not to allow any rubbish or refuse of any description to accumulate
         upon the Premises save in suitably located dustbins provided by the
         Tenant for that purpose and so often as it shall be necessary or
         desirable and, in any event, at least once a week to cause such
         dustbins to be emptied.

14.2     Generally to keep the premises (including, but and limited to,
         forecourts, roads and paths) clean and tidy and properly lighted
         internally and externally.

14.3     To clean the inside and outside of all windows in the Premises at least
         once each month.

14.4     Not to bring or keep, or suffer to be brought or kept, upon the
         Premises anything which in the reasonable opinion of the Landlord are
         or may become unclean, unsightly or detrimental to the Premises, the
         Estate or the Landlord's Neighboring Premises and nearby premises (or
         any of them).

14.5     Not to discharge into any Service Channel oil, grease solids, or other
         deleterious matter or any substance which might be or become a source
         of damage or injury to the drainage system of the Premises, the Estate
         or the Landlord's Neighboring Premises (or any of them), or which may
         pollute the water of any watercourse so as to render the Landlord
         liable to action or proceedings by any person or body and generally to
         keep the Service Channels comprised within the demise unobstructed.

15.      TO COMPLY WITH ENACTMENTS AND GIVE NOTICE.

15.1     At the Tenant's own expense, to comply with the provisions and
         requirements of all Enactments or as prescribed or required by any
         competent authority, court or body so far as they relate to or affect
         the Premises or the owner or occupier thereof.

15.2     At the Tenant's own expense, to do all works and all other things so as
         to comply with paragraph 15.1 above including, (without prejudice to
         the generality of the foregoing) the obtaining of any fire certificate
         required for the Premises.


                                       21
<Page>

15.3     Within seven days of receipt of notice thereof, to give to the Landlord
         particulars of any provision or requirement of all Enactments or as
         prescribed or required by any competent authority, court or body or
         proposal therefor relating to the Premises, the Estate or the
         Landlord's Neighboring Premises (or any of them), or the condition or
         use thereof, respectively, and at the request an cost of the Landlord
         in making such objection or representation against any such proposal as
         the Landlord shall reasonably require.

15.4     To pay to the Landlord upon demand a due proportion of all reasonable
         costs, charges and expenses (including the Surveyor's and other
         professional advisers' fees) properly incurred by the Landlord of or
         incidental to:

         (a)      complying with all provisions and requirements of all
                  Enactments or as prescribed or required by any competent
                  authority, court or body; and

         (b)      doing all works and other things so as to comply therewith;

         so far as the same relate to any premises capable of being used or
         enjoyed by the Tenant in common or jointly with any other person or the
         use thereof.

16.      TO COMPLY WITH THE PLANNING ACTS.

16.1     At all times during the Term to comply in all respects with the
         provisions and requirements of the Planning Acts and any regulations or
         orders made thereunder and all licenses, consents, permissions and
         conditions (if any) granted or imposed thereunder so far as the same,
         respectively, relate to or affect the Premises or any part thereof and
         to keep the Landlord fully and effectually indemnified against all
         actions, proceedings, damages, costs, expenses, claims and demands
         whatsoever is respect of or arising as of any contravention of the
         Planning Acts and against the cost of any permissions and consents
         thereunder and the implementation thereof.

16.2     In the event of the Landlord giving Consent to any of the matters in
         respect of which the Landlord's Consent shall be required pursuant to
         the provisions of any covenant or condition contained in this Lease to
         apply at the cost of the Tenant to the local and planning authorities
         for all necessary consents and permissions in connection therewith and
         to give notice to the Landlord of the granting or refusal (as the case
         may be) of all such consents and permissions forthwith on the receipt
         thereof.

16.3     in the event of the said Planning Authority agreeing to grant such
         necessary consent or permission only with modifications or subject to
         conditions to give to the Landlord forthwith full particulars of such
         modifications or conditions, AND, if such modifications or such
         conditions shall, in the reasonable opinion of the Landlord, be
         undesirable, then the Tenant shall not implement or proceed with the
         matters, works or change of use to which the application relates.

16.4     If the Tenant shall receive any compensation in respect of the Premises
         under or by virtue of the Planning Acts forthwith to make such
         provision as is just and equitable for the Landlord to receive their
         due benefit from such compensation.

16.5     Not to apply for or implement any planning permission in respect of the
         whole or any part of the Premises if such application or the
         implementation thereof would or might give rise to any tax charge or
         other levy payable by the Landlord.


                                       22
<Page>

16.6     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 by a date subsequent to such expiration
         or sooner determination as a condition of the grant of any planning
         permission obtained by the Tenant during the Term.

17.      INSURANCE

17.1     Not to do or omit to do (or permit or suffer to be done or emitted to
         be done) anything whereby the policy or policies of insurance on the
         Premises against the Insured Risks may become void or voidable or
         whereby the rate of premium thereon or upon the Estate or the
         Landlord's Neighboring Premises (or any of them) or the maybe increased
         or cause the insurers to impose more onerous terms on such policy or
         policies and to repay to the Landlord all sums paid by way of increased
         premiums and any expenses incurred by the Landlord in or about any
         renewal of such policy or policies consequent upon a breach of this
         covenant and all such sums shall be added to the rent herein reserved
         and be recoverable upon demand as rent and in the event of the Premises
         or any part thereof being damaged by the Insured Risks and the
         insurance money under any insurance effected against the same being
         wholly or partly irrecoverable by reason solely or in part of any
         omission, neglect or default of the Tenant or any undertenant, then,
         and in every such case, the Tenant will forthwith pay to the Landlord
         the whole or (as the case may require) an appropriate proportion of the
         costs of completely rebuilding and reinstating the Premises, provided
         that the Tenant's obligations under this paragraph shall apply only to
         the policy or policies the terms of which have been most recently
         notified to the Tenant by the Landlord (whether under the provisions of
         paragraph 2.3 of schedule 5 or otherwise).

17.2     To comply with any requirements or recommendations of the insurers of
         the Premises.

17.3     Unless insured by the Landlord to insure and keep insured in the joint
         names of the Landlord and the Tenant, the plate and other glass
         windows, doors and partitions in the Premises against breakage or
         damage, howsoever causes, in its full reinstatement value for the time
         being with some Insurance Office approved in writing by the Landlord
         and whenever so required to produce to the Landlord the policy of such
         insurance and the receipt for the current year's premium.

17.4     On each occasion that the plate or other glass is broken or damaged, to
         reinstate the same forthwith with glass of at least the sane nature,
         thickness and quality.

18.      TO INDEMNIFY.

18.1     To keep the Landlord fully and effectually indemnified from and against
         all liability in respect of losses, damages, proceedings, claims,
         costs, expenses and any other liability whatsoever arising from or in
         connection with:

         (a)      the injury or death of any person;

         (b)      damage to or destruction of any property whatsoever;

         (c)      the infringement, disturbance or destruction of any rights,
                  easements or privileges;

         (d)      the breach by the Tenant of any of the terms, covenants and
                  conditions on the part of the Tenant herein contained


                                       23
<Page>

         arising directly or indirectly out of

                  (i)      the repair, condition or use of the Premises or of
                           any alteration to the Premises or works carried out r
                           in the course of being carried out to the Promises;

                  (ii)     anything now or hereafter attached to or projecting
                           from the Premises and which has been constructed or
                           installed by the Tenant, its undertenants, their
                           respective employees, customers and invitees and
                           anyone else under their respective control;

                  (iii)    any act, default or negligence of any person or body
                           other than the Landlord;

         and to insure against such liability in a reputable Insurance Office.

19.      DEALINGS WITH THE PREMISES.

19.1     Unless expressly permitted under paragraph 19.9 or by a Consent granted
         under paragraphs 19.2, 19.3 or 19.4 or the Tenant shall not assign,
         underlet, charge, part with or share possession or occupation of all or
         any part of the Premises, nor hold the Premises on trust for any other
         person.

19.2     The Landlord shall not unreasonably withhold or delay Consent to a
         legal charge of the whole of the Premises.

19.3     The Landlord shall not unreasonably withhold or delay Consent to an
         assignment of the whole of the Premises, but the Landlord and the
         Tenant agree for the purposes of Section 19(1A) Landlord and Tenant Act
         1927 that the Landlord may withhold that Consent unless the following
         conditions are satisfied:

         (a)      in relation to either a prospective assignee or any
                  prospective guarantor or guarantors:

                  (i)      that party shall in the reasonable opinion of the
                           Landlord be a substantial and respectable body or
                           person; and

                  (ii)     that party has submitted references reasonably
                           satisfactory to the Landlord.

         (b)      the prospective assignee is not a Group Company or a Connected
                  Person unless the proposed assignment is to a Group Company in
                  connection with a bona fide reconstruction or amalgamation of
                  the Tenant's group of companies;

         (c)      in the reasonable opinion of the Landlord, the prospective
                  assignee is of sufficient financial standing to enable it to
                  comply with the Tenant's covenants in this Lease;

         (d)      the Tenant and the Surety (and any former Tenant or Surety
                  who, by virtue of there having bean an "excluded assignment"
                  as defined in Section 11 of the Landlord and Tenant
                  (Covenants) Act 1995 has not bean released from the Tenant's
                  covenants in this Lease), enters into an authorized guarantee
                  agreement within the meaning of the Landlord and Tenant
                  (Covenants) Act 1995 with the Landlord in the form set out in
                  Schedule 7 or on such other terms as the Landlord may
                  reasonably require;


                                       24
<Page>

         (e)      if the Landlord reasonably requires, a guarantor or guarantors
                  acceptable to the Landlord acting reasonably has guaranteed to
                  the Landlord the due performance of the prospective assignee's
                  obligations in the form set out in Schedule 6 or on such other
                  such terms as the Landlord may reasonably require; and

         (f)      any security for the Tenant's obligations under this Lease
                  which the Landlord holds immediately before the assignment is
                  continued or renewed in each case on such terms as the
                  Landlord may reasonably require in respect of the Tenant's
                  liability under the authorized guarantee agreement referred to
                  in paragraph 19.3(d) (but this paragraph shall not apply to
                  any authorized guarantee agreement entered into by a former
                  Tenant or by any guarantor of a former Tenant) and;

         (g)      any sum due from the Tenant to the Landlord under this Lease
                  (or any deed of variation, license, Consent or other document
                  supplemental to or associated with this Lease) is paid; and

         (h)      the Landlord has received an undertaking from the Tenant's
                  solicitors in such form as the Landlord may reasonably require
                  to pay the Landlord on demand the reasonable legal and
                  surveyor's costs and disbursements (including Value Added Tax)
                  properly incurred by the Landlord in considering the Tenant's
                  documentation whether or not the application is withdrawn or
                  the Consent is granted; and

         (i)      the prospective assignee (and any guarantor of the assignee)
                  enters into direct covenants with the Landlord to observe and
                  perform the Tenant's obligations under the Lease then past,
                  present and future during the period that the Term is vested
                  in that assignee and any subsequent period during which such
                  assignee and/or guarantor is liable under any authorized
                  guarantee agreement referred to in paragraph 19.3(d) above.

19.4     The Landlord shall not unreasonably withhold or delay Consent to an
         underletting of any Lettable Unit as distinct from the whole or any
         other part of the Premises where all of the following conditions are
         satisfied:

         (a)      the prospective undertenant has produced references in a form
                  reasonably acceptable to the Landlord;

         (b)      the prospective undertenant has covenanted with the Landlord
                  to observe and perform until it assigns the underlease with
                  Consent as required by the underlease the Tenant's covenants
                  and obligations in this Lease (except the covenant to pay rent
                  and insofar only as such covenants affect the underlet
                  Premises);

         (c)      if the Landlord reasonably requires a guarantor or guarantors
                  acceptable to the Landlord has guaranteed the due performance
                  by the undertenant of its above covenant in such terms as the
                  Landlord may reasonably require; and

         (d)      no fine or premium is taken for the grant of the underlease;
                  and

         (e)      the basic rent payable under the underlease is not less than
                  the best rent reasonably obtainable for the underlease; and


                                       25
<Page>

         (f)      any rent free period or other financial inducements given to
                  the undertenant are no greater than is usual at the time in
                  all the circumstances; and

         (g)      the form of the underlease has been approved in writing by the
                  Landlord (approval not to be unreasonably withheld or delayed
                  where the provisions of it are consistent with the provisions
                  of this Lease and where the basic rent is reviewable at the
                  same times and on the same terms as the Basic Rent); and

         (h)      any such underlease shall be excluded from the operation of
                  Sections 24-28 Landlord and Tenant Act 1954; and

         (i)      the total number of such underleases which may subsist at any
                  time during the Term shall not exceed four and at any time the
                  Premises may not comprise more than four separate units of
                  accommodation to the intent that if the Tenant remains in
                  occupation of the Premises, not more than three such
                  underleases may subsist; and

         (j)      any such underlease shall contain provisions enabling the
                  Tenant (as lessor) to recover from the undertenant by way of
                  rent a due proportion of the sum due under this Lease in
                  respect of insurance of the Premises and of the cost to the
                  Tenant of repairing, decorating and operating the Premises and

         (k)      any such underlease shall preclude further underletting of all
                  or part of the underlet premises.

19.5     The Tenant shall:

         (a)      enforce against any undertenant the provisions of any
                  underlease and shall not waive them;

         (b)      operate the rent review provisions contained in any underlease
                  so as to ensure that the rent is reviewed at the correct times
                  and in accordance with those provisions; and

         (c)      not accept a surrender of part only of the underlet premises.

19.6     The Tenant shall not without Consent (which shall not be unreasonably
         withheld or delayed):

         (a)      vary the terms of any underlease; or

         (b)      agree any review of the rent under any underlease.

19.7     The Tenant shall not require or permit any rent reserved by any
         underlease to be commuted or to be paid more than one quarter in
         advance or to be reduced.

19.8     Any Consent granted under this paragraph 19 shall (unless it expressly
         states otherwise) only be valid if the dealing to which it relates is
         completed within two months after the date of the Consent.

19.9     The Tenant may (after giving written notice to the Landlord containing
         all relevant information) share occupation of the Premises with any
         Group Company on condition that the sharing shall not


                                       26
<Page>

         create any relationship of Landlord and tenant and that on any occupier
         ceasing to be a Group Company the occupation shall immediately cease to
         be otherwise in accordance with this paragraph 19.

20.      TO GIVE NOTICE OF ASSIGNMENT, DEVALUATION, ETC.

20.1     To produce a certified copy of every assignment, underlease, transfer,
         charge, Probate Letters of Administration, order, instrument or other
         writing affecting or evidencing any transmission or devolution of any
         estate or interest in the Premises or any part thereof to the
         solicitors of the Landlord for registration within one month from the
         date thereof and to pay to the Landlord's solicitors their reasonable
         fees for each such registration.

20.2     Within seven days of an assignment of this Lease to give to the
         Landlord written notice of the person to whom future rent demands
         should be sent.

20.3     Upon being requested so to do by the Landlord from time to time to
         supply the Landlord with such details of the occupiers of the Premises
         and the terms upon which they occupy.

21.      AS TO LOSS OR ACQUISITION OF EASEMENTS

21.1     Not to permit any easement or right comprised in, belonging to or used
         with the Premises or any part thereof from being obstructed or lost.

21.2     Not to give to any third party any acknowledgement that the die Tenant
         enjoys the access of light to any of do windows or openings in the
         Premises by the consent of such third party nor to pay to such third
         party any sum of money nor to enter into any agreement with such third
         party for the purpose of inducing or binding such third party to
         abstain from obstructing the access of light to any such windows or
         openings.

21.3     To take all such steps that may be necessary to prevent the acquisition
         of any easement or right against, over, upon or under the Premises or
         any part thereof and any encroachment thereon and to give to do
         Landlord immediate notice of my encroachment or threatened encroachment
         upon the Premises or any attempt to acquire any easement or right under
         or over the Premises which shall be within the Tenant's knowledge and
         to do all such things as may be necessary to prevent any encroachment
         being made or any new easement being acquired.

22.      TO PRODUCE PLANS/DOCUMENTS

22.1     If and whenever called upon so to do to produce to the Landlord or the
         Surveyor all such plans, documents or other evidence as the Landlord
         may from time to time require to satisfy themselves that the Tenant has
         complied in all respects with the provisions of the Tenant's covenants
         herein.

23.      NOT TO INTERFERE WITH RESERVED RIGHTS

23.1     Not to interrupt or interfere with any reasonable exercise of the
         rights contained or referred to in schedule 2.


                                       27
<Page>

24.      TO PERMIT ENTRY FOR RELETTING, ETC.

24.1     During the last six months before the expiration or sooner
         determination of the Term or after the expiration thereof (or at any
         time during the Term in the event of a sale of the Landlord's interest
         in the Premises) to permit the Landlord and the Surveyor to enter upon
         the Premises and to affix upon any suitable part or parts thereof a
         notice board or boards for reletting or other disposal of the Premises
         and not to remove or obscure the same and at all reasonable times in
         the daytime to permit all persons authorized by the Landlord or the
         Surveyor to enter and inspect the Premises following reasonable prior
         notice.

25.      TO YIELD UP

25.1     At the expiration or sooner determination of the Term peaceably and
         quietly to surrender and yield up to the I.andlord the Premises
         (together with all keys thereto) with vacant possession so repaired,
         maintained, decorated, cleansed, glazed, painted and kept as herein
         provided and if so required by the Landlord to remove such tenants and
         trade fixtu5es as the Landlord may specify the Tenant making good all
         damage caused by the removal of these to the satisfaction of the
         Surveyor.

26.      NEW SURETY

26.1     If during the Term any surety (which expression in this paragraph 26
         includes any guarantor) for the time being of the Tenant's obligations
         under this Lease (or any of them if there is more than one):

         (a)      (being an individual) dies, has a bankruptcy order made
                  against the surety or an interim receiver appointed in respect
                  to the surety's property; or

         (b)      (being a company) enters into liquidation, has an
                  administration order made in respect of the surety or has a
                  receiver (administrative or otherwise) appointed of any of the
                  surety's undertaking or assets the Tenant will give the
                  Landlord notice of that fact within fourteen days of
                  occurrence of the event and if required by the Landlord will
                  within twenty-eight days of the event procure that some other
                  person acceptable to the Landlord enters into a deed of
                  covenant with the Landlord in the same terms (mutatis
                  mutandis) as the original surety.

27.      AS TO VALUE ADDED TAX

27.1     On demand to discharge any liabilities of the Landlord relating to
         value added tax (or any substituted tax) in respect of any supply of
         goods or services for value added tax purposes made pursuant to or in
         consequence of this Lease.

27.2     For the purposes of this paragraph:

         (a)      "VAT" means value added tax or any tax charged in addition to
                  or substitution for it;

         (b)      "VAT Act" means the Value Added Tax Act 1994; and


                                       28
<Page>

         (c)      any reference to a statute or statutory instrument includes a
                  reference to any later statute or statutory instrument
                  replacing or amending it.

27.3     The Tenant covenants:

         (a)      to be at the time of this Lease and to remain at all times
                  during the Term and at any time any supply under this Lease is
                  made to the Tenant a taxable person within the meaning of the
                  VAT Act; and

         (b)      not to use or intend to use or permit the use of the Premises
                  at any time during the Term for any purpose or purposes other
                  than eligible purposes (within the meaning of Article 3A of
                  Schedule 10 VAT Act).

27.4     The parties intent that the supplies effected by this Lease are
         standard rated for VAT purposes and the Tenant covenants not to negate
         or challenge the treatment of such supplies as standard rated for VAT
         purposes.

28.      AS TO MAINTENANCE CONTRACTS.

28.1     Where there are within the Premises any lifts, hoists, boilers or
         air-conditioning or central heating installations to enter into and
         maintain throughout the Term, maintenance and safety contracts with
         reputable engineers for the maintenance and safety of the same and to
         produce to the Landlord on demand any such contract and the receipt for
         the current payments or premiums thereunder.

29.      STATUTORY ACQUISITIONS

29.1     Not to do or omit to do any act, matter or thing as a consequence
         whereof the Landlord's reversion immediately expectant upon the
         determination of the Term shall become liable to acquisition pursuant
         to any Enactments.

30.      FIRE FIGHTING APPLIANCES

30.1     To keep the Premises sufficiently supplied end equipped with such
         suitable fire fighting and extinguishing appliances as shall from time
         to time be required by law or by the local or other competent authority
         and by the Landlord's insurers and such appliances shall be open to
         inspection and shall be properly maintained and also not to obstruct
         the access to or means of working such appliances or the means of
         escape from the Premises in case of fire.

31.      EXISTING ENCUMBRANCES

31.1     To observe and perform all covenants in respect of the Premises arising
         from the Existing Encumbrances so far as they affect the Premises and
         we still subsisting.

32.      NOT TO OBSTRUCT

32.1     Not to permit any vehicles to stand on the roadways comprised within
         the Estate or on any other part of the Estate except on such parts as
         shall from time to time have been authorized by the Landlord or shall
         have been designated by the Landlord as a loading bay for the Tenant
         (but


                                       29
<Page>

         during the period of loading and unloading of vehicles only) and not to
         park on or obstruct any communal part of the Estate.

33.      TO COMPLY WITH REGULATIONS

33.1     To comply with all reasonable regulations made by the Landlord form
         time to time for the management of the Estate and of any land or
         premises used or to be used in common or jointly with any other person
         and to procure that the Tenants employees and all persons under the
         control of the Tenant shall at all times observe and perform the same.

34.      AS TO WATER SUPPLY

34.1     Not to use or permit or suffer to be used the supply of water to the
         Estate for any purpose other than the Tenant's purposes hereby
         permitted and not in my event to use the same or permit or suffer the
         same to be used for research or industrial purposes without the
         provision of a proper recirculation system to a specification first
         approved by the Statutory Water Undertaker or otherwise in compliance
         with the reasonable recommendations of the Water Authority.

35.      TO COMPLY WITH PLANNING AGREEMENTS

35.1     In addition to and not in substitution for or limitation of the
         covenants contained herein and in particular the Tenant's covenants as
         to the use of the Premises or my part thereof to observe and perform
         all the covenants on the Landlord's part in the Planning Agreements
         respectively contained and the agreements and provisions of the
         Planning Agreements to the extent that the same affect the Premises or
         any part thereof and at all times to indemnify the Landlord against any
         breach or non-observance of the same.

36.      TO PAY COST OF DAMAGE

36.1     Without prejudice to any other provisions herein contained to pay to
         the Landlord on demand the full cost as assessed by the Surveyor of
         making good any damage to the said roads colored brown on the Plan and
         any road fittings including but not limited to lighting and signs or
         any other put of the Estate whether occasioned by the Tenant, any
         undertenant or their respective employees, servants, agents,
         independent contractors, customers, visitors, licensees, invitees or
         any other person under the Tenant's or the undertenant's control.


                                       30
<Page>

                                   SCHEDULE 5

                              LANDLORD'S COVENANTS

1.       AS TO QUIET ENJOYMENT

1.1      That the Tenant paying the rents hereby reserved at the times and in
         the manner herein appointed, and performing and observing the covenants
         on the Tenant's part and the condition agreements and stipulations
         herein contained may peaceably enjoy the Premises for the Term without
         any lawful interruption from the Landlord or any person lawfully
         claiming under or in trust for the Landlord.

2.       TO INSURE

2.1      That the Landlord will, during the Term, insure and keep insured, in
         some established Insurance Office, the Premises (excluding all plate
         and other glass therein) against the Insured Risks with a sum assured
         to cover the following:

         (a)      the full reinstatement value thereof (excluding the amount of
                  any insurance excess for which the Tenant shall be liable) to
                  be determined from time to time by the Landlord; and

         (b)      architect's, surveyor's and other professional fees,
                  demolition, site clearance and the cost of boarding and
                  propping, including a due allowance for cost increases over
                  any likely rebuilding period; and

         (c)      three years' loss of rent; and

         (d)      liability attaching to the Landlord as owners or landlords of
                  the Premises; and

         (e)      incidental expenses.

         AND where there are within the Premises goods or passenger lifts,
         hoists, air conditioning or central heating installments the Landlord
         may insure the same (or any of them) separately in such manner and for
         such amount as the Landlord may from time to time determine.

2.2      The Landlord shall have full power to settle and adjust with the
         insurers all questions with regard to the liability of the insurers and
         the amount or amounts payable under any policy.

2.3      The Landlord will, whenever reasonably requested, but not more than
         once in every year, produce to the Tenant a copy of the insurance
         policy (or a summary of the terms of it), and evidence of payment of
         the current premium.



                                       31
<Page>

                                   SCHEDULE 6

                        SURETY'S COVENANTS AND AGREEMENTS

1.       COVENANTS BY SURETY

1.1      the Surety HEREBY COVENANTS with and guarantees to the Landlord that:

         (a)      at all time during the Term, and until this demise is lawfully
                  brought to an end and the Landlord has beneficial occupation
                  of the Premises, or until the Tenant assigns this Lease as a
                  whole with Consent as required by this Lease (if earlier), or
                  otherwise if the Tenant remains liable for payment under the
                  Landlord and Tenant Act of 1954 to pay the rents hereby
                  reserved and all other sums and payments covenanted and/or
                  agreed to by paid by the Tenant at the respective times and in
                  manner herein appointed for payment thereof, and will also
                  duly perform and observe and keep the several covenants and
                  provisions on the Tenant's part herein contained; and

         (b)      the Surety will pay and make good to the Landlord all losses,
                  liabilities, costs and expenses sustained by the Landlord
                  through the default of the Tenant in respect of any of the
                  before mentioned matters; and

         (c)      that any neglect or forbearance of the Landlord in endeavoring
                  to obtain payment of the said several rents and payments, as
                  and when the same become due or their delay to take any steps
                  to enforce performance or observance of the several covenants
                  and provisions herein on the Tenant's part contained and any
                  time which may be given by the Landlord to the Tenant, shall
                  not release or in any way lessen or affect the liability of
                  the Surety under the guarantee on the Surety's part herein
                  contained; and

         (d)      if the Tenant (being a Company) shall become the subject to an
                  administration order, or be the subject of a winding up order
                  by the Court, or otherwise go into liquidation, or if the
                  Tenant (being an individual) shall be adjudged bankrupt and
                  the Liquidator or Administrator or the Trustee of the
                  bankrupt's estate (as the case may be) shall disclaim this
                  Lease and if the Landlord shall within three months after such
                  disclaimer by notice in writing, require the Surety to accept
                  a lease of the Premises for a term equal to the residue which,
                  if there had been no such disclaimer, would have remained of
                  the Term at the same rents and under the like covenants and
                  provisions as are reserved by and contained in the Lease, the
                  said new lease, and the rights and liabilities thereunder to
                  take effect as from the date of the said disclaimer, then, and
                  in such case, the Surety shall accept such lease accordingly
                  and execute and deliver to the Landlord a counterpart thereof
                  in all respects at the sole cost of the Surety; and

         (e)      upon demand to pay to the Landlord Interest on all amounts due
                  under this paragraph 1 form the date the same respectively
                  fell due until the date of payment thereof.

2.       AGREEMENTS BY SURETY

2.1      It is hereby agreed and declared that:

         (a)      the Surety covenants as principal debtor and not as guarantor
                  and, accordingly (for the avoidance of doubt):


                                       32
<Page>

                  (i)      it shall be necessary for the Landlord to resort to
                           or seek to enforce any other guarantee or security
                           (whether from the Tenant or otherwise) before
                           claiming payment hereunder; and

                  (ii)     until all monies and liabilities due or incurred by
                           the Tenant to the Landlord have been paid or
                           discharged in full notwithstanding payment in whole
                           or in part of the amount by the Surety or any
                           purported release or cancellation hereof, the Surety
                           shall not, by virtue of any such payment or on any
                           other ground:

                           (A)      claim any set off or counter claim against
                                    the Tenant in respect of any liability on
                                    the part of the Surety to the Landlord; and

                           (B)      make or enforce any claim or right against
                                    the Tenant or prove in competition with the
                                    Landlord or exercise any right as a
                                    preferential creditor against the Tenant or
                                    against the assets of the Tenant;

         and

         (b)      the Surety's covenants herein contained shall not be affected
                  or modified in any way the liquidation or dissolution of the
                  Tenant or the appointment of any receiver, administrator or
                  manager; and

         (c)      the Landlord shall be at liberty at all times without
                  affecting or discharging the Surety's liability hereunder:

                  (i)      to vary release or modify the rights of the Landlord
                           against the Tenant hereunder without the Surety's
                           consent; and

                  (ii)     to compound with discharge, release or vary the
                           liability of the Tenant or any other guarantor or
                           other person; and

                  (iii)    to appropriate any payment the Landlord may receive
                           from the Tenant, the Surety or any other person
                           towards such monies due under this Lease as the
                           Landlord shall in their absolute discretion think
                           fit.

         (d)      the Landlord and the Tenant shall be at liberty to review the
                  rent hereunder from time to time in accordance with the
                  provisions of this Lease without reference to the Surety and
                  the covenants, conditions, agreements and declarations on the
                  part of the Surety contained in this Lease shall apply to the
                  rent as reviewed from time to time as much as to the rent
                  reserved hereby at the commencement of the Term.



                                       33
<Page>

                                   SCHEDULE 7

                               GUARANTEE AGREEMENT

THIS DEED dated                               is made BETWEEN:

(1)      ("the Guarantor")

(2)      ("the Landlord")

1.       DEFINITIONS AND INTERPRETATION

1.1      In this deed:

         "Basic Rent", "Consent", "Premises", "Rent", "Rent Day" and "Term" have
         the same meanings as in the Lease.

         "the Lease" means [this lease] and includes where relevant any deed of
         variation license Consent or other document supplemental to or
         associated with the Lease by which the Tenant is bound whether
         presently existing or not.

         "Relevant Variation" means a relevant variation as defined in section
         18(4) of the Landlord and Tenant (Covenants) Act 1995.

         "Secured Obligations" means the obligation to pay all sums from time to
         time due or expressed to be due to the Landlord from the Tenant under
         the Lease and to perform all other obligations which from time to time
         are or are expressed to be obligations of the Tenant under the Lease.

         "the Tenant" means [the proposed assignee].

1.2      In this deed unless the context otherwise requires:

         (a)      references to the singular include the plural and vice versa
                  any references to a person includes a reference to a body
                  corporate and words importing any gender include every gender.

         (b)      references to numbered clauses are references to the relevant
                  clause in this deed.

1.3      The clause headings do not form part of this deed and are not to be
         taken into account when construing it.

1.4      This instrument:

         (a)      is executed as a deed and by its execution the parties
                  authorize their solicitors to deliver it for them when it is
                  dated.

         (b)      was delivered when it was dated.


                                       34
<Page>

2.       GUARANTEE

2.1      This guarantee is given pursuant to a provision in the Lease requiring
         it to be given and is an authorized guarantee agreement for the
         purposes of section 16 of the Landlord and Tenant (Covenants) Act of
         1995.

2.2      The Guarantor unconditionally and irrevocably covenants with and
         guarantees to the Landlord that Tenant will, until the Tenant assigns
         the Lease as a whole with Consent, pay and discharge the Secured
         Obligations when they fall due or are expressed to fall due under the
         Lease for payment and discharge.

2.3      The Guarantor shall, upon being requested to do so by the Landlord,
         enter into any deed of variation, license, Consent or other document to
         which, in each case, the Tenant is a party and which is, in each case,
         supplemental to the Lease, for the purpose of acknowledging that the
         Guarantor's liabilities under this deed extend to it, but to the extent
         that the document effects a Relevant Variation, paragraph 5.3 shall
         apply.

2.4      The guarantee and covenant in paragraph 2.2 shall impose on the
         Guarantor the same liability as if the Guarantor were the principal
         debtor in respect of the Tenant's obligations under the Lease and that
         liability shall continue notwithstanding (and will not be discharged in
         whole or in part or otherwise affected by):

         (a)      any forbearance by the Landlord to enforce against the Tenant
                  the tenant's covenants in the Lease.

         (b)      the giving of time or other concessions or the taking or
                  holding of or varying, realizing, releasing or not enforcing
                  any other security for the liabilities of the Tenant.

         (c)      any legal limitation or incapacity relating to the Tenant.

         (d)      the Tenant ceasing to exist.

         (e)      any increase or reduction in the extent of the Premises or in
                  the rent payable under the Lease or any other variation to the
                  Lease.

         (f)      the disclaimer of the Lease.

         (g)      any other act or omission of the Landlord or any other
                  circumstances which but for this paragraph 2.4 would discharge
                  the Guarantor

         and for the purposes of this paragraph 2 the Tenant shall be deemed
         liable to continue to pay and discharge the Secured Obligations
         notwithstanding any of the above matters and any money expressed to be
         payable by the Tenant which may not be recoverable for any such reason
         shall be recoverable by the Landlord from the Guarantor as principal
         debtor.

3.       NEW LEASE

3.1      The Guarantor shall, if required by the Landlord in writing within the
         period beginning on the day of a disclaimer of this lease and expiring
         three months after the Landlord has been notified in


                                       35
<Page>

         writing by the Guarantor or the Tenant of that disclaimer, accept a
         lease of the Premises for the residue of the contractual term unexpired
         at and with effect from the date of the disclaimer at the same Basic
         Rent as reserved by the Lease (reviewable at the same times as the
         Basic Rent would have been reviewable under the Lease had there been no
         disclaimer) and subject to the same covenants and provisos, and the
         Tenant, on execution of the new lease, will pay Rent for the period
         from the date of the disclaimer to the Rent Day following the date of
         the lease, and the costs of and incidental to the new lease, and will
         execute and deliver to the Landlord a counterpart.

3.2      If the Landlord requires more than one guarantor to take a new lease,
         those guarantors shall take that new lease as joint tenants.

4.       SECURITY TAKEN BY GUARANTOR

4.1      Until the Secured Obligations have been paid and discharged in full.
         the Guarantor shall not, without consent, exercise any rights:

         (a)      of subrogation or indemnity in respect of the Secured
                  Obligations.

         (b)      to take the benefit or share in or enforce any security or
                  other guarantee or indemnity for the Secured Obligations.

5.       LIMITATION ON GUARANTOR'S LIABILITY

5.1      Nothing in this agreement shall operate so as to make the Guarantor
         liable for anything in respect of which the Tenant is released from
         liability by the provisions of the Landlord and Tenant (Covenants) Act
         1995.

5.2      To the extent that this deed purports to impose on the Guarantor any
         liability for anything in respect of which the Tenant is released from
         liability by the provisions of the Landlord and Tenant (Covenants) Act
         1995, the relevant provision of this deed shall to that extent be void,
         but that shall not affect:

         (a)      enforceability of that provision except to that extent, or

         (b)      the enforceability of any other provision of this deed.

5.3      The Secured Obligations shall not include obligations arising under a
         Relevant Variation but the making of a Relevant Variation shall not
         discharge the Guarantor's liability under this deed.

6.       JOINT AND SEVERAL GUARANTORS

6.1      The liability of the Guarantor under this deed shall be the joint and
         several liability of all parties who have executed this deed as
         Guarantor and all other parties who from time to time guarantee the
         Tenant's obligations to the Landlord, and any demand for payment by the
         Landlord on any one or more of such persons jointly and severally
         liable shall be deemed to be a demand made on all such persons.


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6.2      Each person who has executed this deed as Guarantor, or on whose behalf
         this deed has been so executed, agrees to be bound by this deed,
         notwithstanding that the other person intended to execute or be bound
         by this deed may not do so or may not be effectually bound, and
         notwithstanding that this deed may be determined or become invalid or
         unenforceable against any other person, whether or not the deficiency
         is known to the Landlord.

[Executed by the Guarantor and the Landlord as a deed]


Signed as a deed by VIRCO U.K.      )
LIMITED acting by a director and    )
its secretary                       )


                                         ---------------------------------------
                                         Director



                                         ---------------------------------------
                                         Secretary


                                         Signed as a deed by VIRCO NV acting by:


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


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






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