<PAGE>

[LOGO OF ASHURST]

                                                                   Exhibit 10.54

Lease

Royal & Sun Alliance Insurance plc

and

eResearchTechnology Limited





of first floor and ground floor reception area Sector 1 Pegasus House Bakewell
Road Orton Southgate Peterborough

                                28 September 2004

<PAGE>

                                    CONTENTS

                                    CONTENTS

CLAUSE                                                                      PAGE

1.        DEFINITIONS.........................................................1
2.        INTERPRETATION......................................................5
3.        DEMISE..............................................................6
4.        THE TENANT'S COVENANTS..............................................7
4.1       Rents...............................................................7
4.2       Outgoings...........................................................7
4.3       Repair cleaning and decorating......................................7
4.4       Premises Unoccupied.................................................7
4.5       User and Restrictions on Use........................................7
4.6       Waste and Alterations...............................................8
4.7       Aerials Signs and Advertisements....................................9
4.8       Obstruction and Loading and Unloading...............................9
4.9       Statutory Obligations and Fire Precautions..........................9
4.10      Access to Landlord and Notice of Repair.............................9
4.11      Dealings...........................................................10
4.12      Landlord's Costs...................................................12
4.13      The Planning Acts..................................................12
4.14      Plans Documents and Information....................................13
4.15      Disposal Boards and Viewing........................................13
4.16      Encroachments......................................................14
4.17      Yield Up...........................................................14
4.18      Interest on Arrears................................................14
4.19      Statutory Notices..................................................14
4.20      Defective Premises.................................................14
4.21      Compliance with title..............................................14
4.22      Observe Headlease..................................................15
4.23      Indemnity for Breach of Superior Lease.............................15
4.24      Reception Facilities...............................................15
4.25      Rules and Regulations..............................................15
5.        THE LANDLORD'S COVENANTS...........................................15
6.        INSURANCE..........................................................16
6.1       Tenant's Insurance Covenants.......................................16
6.2       Suspension of Principal Rent.......................................17
6.3       Reinstatement and Determination if Prevented.......................17
7.        PROVISOS...........................................................18
7.1       Re-Entry...........................................................18
7.2       Exclusion of Use Warranty..........................................18
7.3       Representations....................................................18
7.4       Tenant's Property..................................................18
7.5       Service of Notices.................................................18
7.6       Value Added Tax....................................................19
7.7       Entire Understanding...............................................19
7.8       Lease not entered into pursuant to any prior agreement.............19
7.9       Landlord and Tenant (Covenants) Act 1995...........................19
7.10      Invalidity.........................................................19
7.11      Tenant's Option to Determine.......................................19
SCHEDULE 1...................................................................21
Part 1 - Rights and Easements Granted........................................21
Part 2 - Rights and Easements Excepted and Reserved..........................21
SCHEDULE 2...................................................................23
Principal Rent and Rent Review...............................................23
SCHEDULE 3...................................................................27

<PAGE>

Particulars of matters to which the Premises are subject.....................27
SCHEDULE 4...................................................................28
Service Charge...............................................................28
SCHEDULE 5...................................................................31
Authorised Guarantee Agreement...............................................31

<PAGE>

                                   PARTICULARS

DATE                       :                                 28th September 2004

LEASE OR UNDERLEASE        :  Underlease

LANDLORD                   :  ROYAL  & SUN  ALLIANCE  INSURANCE  PLC (No. 93792)
                              whose  registered  office is at St Marks Court
                              Chart Way  Horsham  West Sussex  RH12 1XL

TENANT                     :  eRESEARCHTECHNOLOGY LIMITED (No. 2126652)  whose
                              registered office is at Olympus House Staniland
                              Way Werrington Centre Peterborough  Cambridgeshire
                              PE4 6NA

PREMISES                   :  the land and buildings known as first  floor  and
                              ground floor reception  area  shown  edged  red on
                              Plan 2 being part of Sector 1 Pegasus   House
                              Bakewell Road Orton Southgate  Peterborough  shown
                              hatched blue on Plan 1 which  is part of the  land
                              registered at H.M. Land Registry under Title
                              Number CB237542

CONTRACTUAL TERM           :  From and including the 1st Sept 2004  until  and
                              including 3 June 2013

PRINCIPAL RENT             :  TWO HUNDRED AND EIGHT THOUSAND  FIVE  HUNDRED AND
                              SEVENTY ONE POUNDS AND FIFTEEN  PENCE
                              ((pound)208,571.15) per annum

RENT COMMENCEMENT DATE     :  1st May 2005

ADVANCE SERVICE CHARGE     :  SIXTEEN THOUSAND FIVE HUNDRED  AND  SEVENTY  FIVE
                              POUNDS ((pound)16,575.00) per annum payable by
                              equal quarterly  payments in advance on the usual
                              quarter days subject to adjustment  and review in
                              accordance with provisions of Schedule 4

PERMITTED USER             :  use within paragraphs (a) and (b) of Class B1 of
                              the Schedule to the Town and Country Planning
                              (Use Classes) Order 1987 with ancillary car
                              parking

INTERIOR DECORATING YEARS  :  2005 and each subsequent fifth year of the Term

<PAGE>

THIS LEASE is made on the date and between the parties specified in the
Particulars

NOW THIS DEED WITNESSES AS FOLLOWS:

1.      DEFINITIONS

        In this Lease the following words and expressions have the following
        meanings:

        "ACT OF INSOLVENCY" means in relation to a corporate body that:

        a proposal is made for a voluntary arrangement under Part I of the
        Insolvency Act 1986 (referred to as "the Act" in the remainder of the
        definition) or

        a petition is presented for an administration order under Part II of the
        Act or

        a receiver and (or) manager or administrative receiver is appointed
        whether under Part III of the Act or otherwise or

        it goes into liquidation as defined in section 247(2) of the Act (other
        than a voluntary winding up solely for the purpose of amalgamation or
        reconstruction while solvent) or

        a provisional liquidator is appointed under section 135 of the Act or

        a proposal is made for a scheme of arrangement under section 425 of the
        Companies Act 1985

        and in relation to an individual that:

        an application is made for an interim order or a proposal is made for a
        voluntary arrangement under Part VIII of the Act or

        a bankruptcy petition is presented to the court or his circumstances are
        such that a bankruptcy petition could be presented under Part IX of the
        Act or

        he enters into a deed of arrangement

        "ACCOUNT YEAR" means a year ending on 31 December or such other annual
        period as the Landlord may at its discretion from time to time determine

        "ADVANCE SERVICE CHARGE" means the sum specified as the Advance Service
        Charge in the Particulars or such other sum as shall for the time being
        be the Advance Service Charge under the provisions of schedule 4

        "ADJOINING PROPERTY" means any neighbouring or adjoining land or
        premises now or at any time during the Term belonging to the Landlord or
        the Superior Landlord or a Group Company of the Landlord or the Superior
        Landlord

        "ASSIGNMENT" and "ASSIGN" have the meanings set out in clause 4.11

        "AUTHORISED GUARANTEE AGREEMENT" means an agreement which is an
        authorised guarantee agreement for the purposes of section 16 of the
        Landlord and Tenant (Covenants) Act 1995

        "BUILDING" means Pegasus House Bakewell Road Orton Southgate
        Peterborough shown edged blue on Plan 1

        "BUSINESS DAY" means a day on which clearing banks in the City of London
        are (or would be but for a strike lockout or other stoppage affecting
        particular banks or banks

                                        1
<PAGE>

        generally) open during banking hours and "BUSINESS DAYS" shall be
        interpreted accordingly

        "COMMON PARTS" means the approaches to the Building and shall also
        include the gatehouse car park landscaping boundary fences and private
        roads used in connection with the Building and any part of the Building
        used by the Tenant in common with others and the outside surface of the
        glass in the windows between the external envelope of the Building and
        the Premises

        "CONDITIONS FOR ASSIGNMENT" has the meaning set out in clause 4.11

        "CONDUITS" mean all conduits sewers drains mains ducts pipes gutters
        watercourses wires cables fibres channels flues and all other conducting
        media including any fixings louvres cowls and any other ancillary
        apparatus

        "CONTRACTUAL TERM" has the meaning given in the Particulars

        "DEVELOPMENT" has the meaning given by section 55 of the Town and
        Country Planning Act 1990

        "DEVELOPMENT SITE" means all that land registered at HM Land Registry
        with title number CB102668 other than the Premises

        "EXCESS SERVICE CHARGE" means the Tenant's Proportion less any Advance
        Service Charge received by the Landlord

        "EXPENDITURE" means the expenditure described in paragraph 3 of
        Schedule 4

        "GROUP COMPANY" means any company which is for the time being a
        subsidiary (whether immediate or otherwise) or a holding company
        (whether immediate or otherwise) or another subsidiary of the holding
        company (whether immediate or otherwise) in each case with in the
        meaning of section 736 of the Companies Act 1985 which section shall for
        this purpose be deemed not to have been amended by subsequent
        legislation

        "INSURANCE RENT" means a fair proportion of the sums which the Landlord
        and/or Superior Landlord expends yearly in effecting (a) the insurance
        described in clause 6 and (b) insuring the lifts boilers and mechanical
        apparatus and Systems in the Building such sums to be payable on demand
        but excluding any additional sums payable solely and directly as a
        consequence of parts of the Building other than the Property not being
        occupied to be reimbursed by the Tenant to the Landlord comprising all
        payments by the Landlord from time to time of "Insurance Rent" pursuant
        to the Superior Lease

        "INSURED RISKS" means the fire storm tempest flood earthquake lightning
        explosion impact aircraft (other than hostile aircraft) and other aerial
        devices and articles dropped therefrom not civil commotion and malicious
        damage acts of terrorism bursting or overflowing of water tanks
        apparatus or conduits subsidence heave and such other risks as the
        Superior Landlord or Landlord may from time to time reasonably determine

        "INTEREST" means interest at the Interest Rate then prevailing during
        the period beginning on the date on which the relevant payment is due
        and ending on the date on which the relevant payment is received

        "INTEREST RATE" means three per cent. above the base lending rate from
        time to time in force of National Westminster Bank PLC or such other
        bank which is a member of CHAPS Limited as the landlord may from time to
        time reasonably nominate in writing

        "INTERIOR DECORATING YEARS" has the meaning given in the Particulars

                                        2
<PAGE>

        "LANDLORD" means the party described as the Landlord in the Particulars
        and includes the party for the time being entitled to the reversion
        immediately expectant on the determination of the Term

        "LANDLORD AND TENANT ACT" means the Landlord and Tenant Act 1954

        "LANDLORD COVENANTS" has the meaning given to that expression in the
        Landlord and Tenant (Covenants) Act 1995

        "LEASE" means this Lease and any document which is made supplemental to
        this Lease or which is entered into pursuant to or in accordance with
        the terms of this Lease

        "PARTICULARS" means the immediately preceding section of this Lease
        headed "PARTICULARS"

        "PERMITTED PART" means any part of the Premises which is capable of
        being separately underlet

        "PERMITTED UNDERLEASE" means an underlease which:

        (a)     incorporates provisions for the review of rent at such intervals
                no less frequent than shall be normal in the market for similar
                property at the time of the grant of thereof having regard to
                the terms of the proposed underlease and on the same basis as in
                this Lease

        (b)     is (so far as is consistent with an underlease) in a form
                consistent with this Lease and

        (c)     has a term which does not expire after the expiry of the
                Contractual Term

        (d)     reserves the rent not less than the then open market rent of the
                Premises or of the Permitted Part (as the case may be)

        "PERMITTED USER" has the meaning given in the Particulars

        "PERPETUITY PERIOD" means the period of 80 years from the date of this
        Lease which period shall be deemed to be the perpetuity period in
        relation to this Lease

        "PLAN" means the plan attached to this Lease

        "PLANNING ACTS" means the Town and Country Planning Act 1990 the
        Planning (Listed Buildings and Conservation Areas) Act 1990 the Planning
        (Hazardous Substances) Act 1990 the Planning (Consequential Provisions)
        Act 1990 and the Planning and Compensation Act 1991

        "PREMISES" means the part of the Building described as the Premises in
        the Particulars and includes:

        the plasterwork and decorative finishes applied to the internal surfaces
        of the external and load-bearing walls and columns of the Building but
        not any other part of the external or load-bearing walls and columns

        the floor finishes the raised floor and its supports and the void
        beneath the raised floor so that the lower limit of the Premises
        includes such finishes raised floor supports and void but does not
        extend to anything below them

        the ceiling finishes any suspended ceiling and the void above any
        suspended ceiling so that the upper limit of the Premises includes such
        finishes suspended ceiling and void but does not extend to anything
        above them

                                        3
<PAGE>

        the entirety of the non-load-bearing internal walls and glass partitions
        wholly within the Premises

        the plasterwork and decorative finishes applied to the internal surfaces
        of the internal non-load-bearing walls and the internal surface of
        partitioning or balustrading dividing the Premises from other parts of
        the Building and the internal decorative surfaces of the window frames
        and window furniture in the windows which form part of the external
        envelope of the Building or which separate the Premises from any atria
        within the Building

        the internal surfaces and door furniture of the external doors and their
        door frames and the internal doors and door frames

        the inside surface of the glass in the windows between the external
        envelope of the Building and the Premises

        all additions and improvements to the Premises

        all the Landlord's fixtures and fittings of every kind which shall from
        time to time be in or upon the Premises (whether originally affixed or
        fastened to or upon the Premises or otherwise and including but without
        limitation all plant machinery apparatus and equipment relating to or
        connected with the air conditioning heating and fire alarm systems the
        sprinklers hose reels and smoke detection and heat detection equipment
        and systems light fittings carpets) except any such fixtures installed
        by the Tenant that can be removed from the Premises without defacing the
        Premises

        all Conduits in on under or over and exclusively serving the Premises
        except those belonging to a statutory undertaker or public utility

        all toilet and washroom facilities and fixtures and fittings attached to
        the toilet and washroom facilities within the Premises

        "PRINCIPAL RENT" has the meaning given to it in the Particulars and in
        paragraph 1 of schedule 2

        "QUALIFYING ASSIGNEE" has the meaning set out in clause 4.11

        "RENT COMMENCEMENT DATE" has the meaning given in the Particulars

        "RENTS" means the Principal Rent and the other payments reserved as rent
        and referred to in clause 3

        "SERVICES" means water sewerage gas electricity telephone
        telecommunications and other services of whatever nature

        "SERVICE AREAS" means all parts of the Building other than the Common
        Parts and other areas (if any) retained by the Landlord in connection
        with the provision of services to and the management of the Building
        other than the Common Parts and includes (but is not limited to) such of
        the following parts of the Building as are not included in the Common
        Parts:

        (a)     any staff rooms and storage premises used in connection with the
                provision of services and

        (b)     any sub-station ducts channels and other areas which house or
                contain machinery apparatus equipment pipes or wires used in
                connection with the provision of services

        "STRUCTURE" means

                                        4
<PAGE>

        the entirety of the roofs and foundations of the Building

        the entirety of all floors and ceilings of the Building but excluding
        the floor finishes the raised floors and their supports and the void
        beneath the raised floors and also excluding the ceiling finishes any
        suspended ceilings and the void about any suspended ceilings

        the entirety of all external walls of the Building but excluding the
        plasterwork and decorative finishes applied to the internal faces of
        such walls

        the entirety of all load-bearing walls pillars and other structures of
        the Building but excluding the plasterwork and decorative finishes
        applied to the faces of such walls pillars and other structures

        all glazing window frames and window furniture in the windows which form
        part of the external envelope of the Building or which separate the
        Premises from any atria within the Building but not the internal
        decorative surfaces of those windows frames and window furniture and

        all other parts of the structure of the Building not referred to in the
        preceding paragraphs

        "SUPERIOR LANDLORD" means any party having an interest in the Premises
        in reversion to the Superior Lease

        "SUPERIOR LEASE" means a lease dated 30 April 1999 between (1) Albion
        Real Estate Corporation Limited and (2) Royal & Sun Alliance Insurance
        plc of Pegasus Bakewell Road Orton Southgate Peterborough as varied by a
        Deed of Variation dated 5 July 2000 between (1) MCP Trading Nominees I
        Limited (2) MCP Trading Nominees II Limited and (3) Royal & Sun Alliance
        Insurance plc

        "SYSTEMS" means systems for the supply of electricity water gas
        telecommunications (including without prejudice to the generality of the
        foregoing any fibre optic cables) chilled or heated air or chilled or
        heated water and for drainage and smoke detection and for any other
        similar service or facility

        "TENANT" means the party described as the Tenant in the Particulars and
        includes the Tenant's successors in title and assigns

        "TENANT COVENANTS" has the meaning given to that expression in the
        Landlord and Tenant (Covenants) Act 1995

        "TENANT'S PROPORTION" means a reasonable proportion of the Expenditure

        "TERM" means the Contractual Term as extended by any period of holding
        over or extension or continuance of the Contractual Term whether by
        statute or at common law

        "VALUE ADDED TAX" means Value Added Tax or any other tax of a similar
        nature that may be substituted for or levied in addition to it in each
        case at the rate current from time to time

2.      INTERPRETATION

2.1     The Particulars and the schedules form part of this Lease

2.2     The definitions contained in the Particulars have the meanings appearing
        alongside them for the purposes of this Lease

2.3     Where the Superior Landlord or Landlord or the Tenant for the time being
        are two or more persons obligations expressed or implied to be made by
        or with such party are deemed to be made by or with such persons jointly
        and severally

                                        5
<PAGE>

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

2.5     Rights expressed to be reserved in favour of the Landlord shall be
        deemed to extend to any superior landlord and any mortgagee of the
        Premises and all persons authorised by the Landlord and by any superior
        landlord or mortgagee including its or their agents professional
        advisers contractors and workmen

2.6     Any provisions in this Lease referring to the consent or approval of the
        Landlord shall be construed as also requiring the consent or approval of
        any mortgagee of the Premises and any superior landlord where such
        consent shall be required

2.7     Any references to a specific statute include any statutory extension or
        modification amendment or re-enactment of such statute and any
        regulations instruments or orders made under such statute and any
        general reference to "statute" or "statutes" includes EC directives
        decisions and regulations and any regulations instruments orders or
        other directions made under such statute or statutes

2.8     References in this Lease to any clause schedule or paragraph without
        further designation shall be construed as a reference to a clause or
        paragraph of or schedule to this Lease so numbered

2.9     The clause paragraph and schedule headings and the table of contents are
        for ease of reference only and shall not be taken into account in the
        construction or interpretation of this Lease or of the clause paragraph
        or schedule to which they refer

2.10    Any reference to a superior landlord includes the Superior Landlord and
        Landlord's reversioner (whether mediate or immediate) at any time

2.11    References to "last year of the Term" include the last year of the Term
        if the Term shall determine otherwise than by effluxion of time and
        references to "expiry of the Term" include such other determination of
        the Term

2.12    The terms "parties" or "party" mean the Landlord and (or) the Tenant

3.      DEMISE

        The Landlord demises to the Tenant the Premises together with the rights
        and easements set out in part 1 of schedule 1 but excepting and
        reserving the rights and easements set out in part 2 of schedule 1 to
        hold the Premises to the Tenant for the Contractual Term subject to all
        the matters contained or referred to in schedule 3 yielding and paying
        to the Landlord:

3.1     on and from the Rent Commencement Date the Principal Rent payable
        without any deduction save where permitted hereunder by equal quarterly
        payments in advance on the usual quarter days in every year and
        proportionately for any period of less than a year the first such
        payment being a sum in respect of the period from and including the Rent
        Commencement Date up to and including the day before the first quarter
        day after the date of this Lease and to be paid on the grant of this
        Lease and

3.2     by way of further rent:

        (a)     the Insurance Rent payable at the times and in the manner
                provided in clause 6 and

        (b)     the payments of Interest referred to in clause 4.18

        (c)     the Advance Service Charge and the Excess Service Charge (if
                any) payable at the time and in the manner provided in
                Schedule 4

                                        6
<PAGE>

4.      THE TENANT'S COVENANTS

        The Tenant covenants with the Landlord:

4.1     RENTS

        (a)     To pay the Rents on the days and in the manner set out or
                referred to in this Lease

        (b)     If so required in writing by the Landlord to make such payments
                by banker's order

4.2     OUTGOINGS

        (a)     To pay and discharge all rates taxes assessments duties charges
                impositions and outgoings of an annual regularly recurring
                nature and which relate to the occupation or user of the
                Premises which are now or during the Term shall be charged
                assessed or imposed upon the Premises or upon the owner or
                occupier of them excluding any payable by the Landlord
                occasioned by any disposition of or dealing with or ownership of
                any interest reversionary to the interest created by this Lease
                and

        (b)     To pay all charges including meter rents for all Services
                consumed or used at the Premises during the Contractual Term

4.3     REPAIR CLEANING AND DECORATING

        (a)     To keep the Premises in good and substantial repair and
                condition and to renew the same when necessary

        (b)     In each of the Interior Decorating Years and in the last year of
                the Term (save where carried out in the preceding 12 months) to
                redecorate the interior of the Premises in both cases in a good
                and workmanlike manner and with appropriate materials of good
                quality to the reasonable satisfaction of the Landlord provided
                that any change in the colours or patterns of such decoration
                shall require the prior written approval of the Landlord which
                approval shall not be unreasonably withheld or delayed

4.4     PREMISES UNOCCUPIED

        During such periods (if any) throughout the Term when the Premises are
        unoccupied to effect such security arrangements for the Premises to give
        the Premises reasonable protection from vandalism theft or unlawful
        occupation

4.5     USER AND RESTRICTIONS ON USE

        (a)     Not to use the Premises for any purpose other than the Permitted
                User

        (b)     Not to do or allow to remain upon the Premises anything which
                may be or causes a nuisance injury or damage to the Landlord

        (c)     Not to use the Premises for a sale by auction or for any
                dangerous noxious noisy or offensive trade business manufacture
                or occupation nor for any illegal or immoral act or purpose

        (d)     Not to use the Premises as sleeping accommodation or for
                residential purposes nor to keep any animal fish reptile or bird
                anywhere on the Premises

        (e)     Not to discharge into the Conduits serving the Premises any oil
                or grease or any deleterious objectionable or hazardous matter
                or substance and to take such measures as shall be necessary to
                ensure that any effluent so discharged into the

                                        7
<PAGE>

                Conduits will not be corrosive or otherwise harmful to the
                Conduits or cause obstruction or deposit in them

        (f)     Not to deposit on or adjacent to any part of the Premises any
                refuse of any kind other than in proper receptacles and in such
                locations as the Landlord may reasonably specify

        (g)     Not to install or use in or upon the Premises any safes goods
                machinery or apparatus which will cause noise or vibration which
                can be heard or felt in nearby premises or outside the Premises
                or which may strain or damage the Premises or cause structural
                damage to nearby premises and not to store or bring on to the
                Premises any article substance or liquid of a specially
                combustible inflammable or explosive nature

4.6     WASTE AND ALTERATIONS

        (a)     Not to:

                (i)     commit any waste on or at the Premises

                (ii)    erect any new or replacement building on or at the
                        Premises nor make any addition or extension to the
                        Premises

                (iii)   unite the Premises with any adjoining premises or

                (iv)    make any alterations to the Premises

                save as permitted by the following provisions of this clause

        (b)     Not to make any alterations to the Premises (save for internal
                non-structural alterations which shall not require consent)
                without first:

                (i)     obtaining and complying with all the necessary
                        permissions licences and consents of any competent
                        authority and the insurers interested in the Premises
                        and paying all charges of such authority persons or
                        bodies in respect of such permissions licences and
                        consents

                (ii)    making an application for consent to the Landlord
                        supported by drawings and where appropriate a
                        specification prepared by an architect or member of some
                        other appropriate profession and obtaining the written
                        consent of the Landlord pursuant to such application
                        (such consent not to be unreasonably withheld or
                        delayed)

                (iii)   paying the proper and reasonable fees of the Landlord
                        and its professional advisers in connection with such
                        application

        (c)     Not to make any alterations or additions to the electrical
                wiring and installations within the Premises which would result
                in a loading on such wiring or installations beyond the
                standards which the same are designed to bear or which would
                require a supply of electricity to the Premises in excess of the
                levels which the same are designed to supply without the prior
                written consent of the Landlord (not to be unreasonably withheld
                or delayed)

        (d)     To remove at the expiry of the Term any additional buildings or
                additions alterations or improvements made to the Premises if so
                requested by the Landlord when the Landlord's consent was given
                and to make good to the reasonable satisfaction of the Landlord
                any part or parts of the Premises or the Premises which may be
                damaged by such removal

                                        8
<PAGE>

4.7     AERIALS SIGNS AND ADVERTISEMENTS

        (a)     Not to install any pole mast wire aerial dish or screen (whether
                in connection with telephonic radio or television communication
                or otherwise) upon the Premises otherwise than in accordance
                with plans and specifications first approved in writing by the
                Superior Landlord and the Landlord (such approval not to be
                unreasonably withheld or delayed) subject to consent to such
                installation having previously been obtained from the relevant
                competent authority

        (b)     Not to fix to or exhibit or display on the outside of or to or
                through any window of the Premises or anywhere on the Premises
                any placard sign notice fascia board name-plate or advertisement
                unless the written approval of the Superior Landlord and
                Landlord (such approval not to be unreasonably withheld or
                delayed) as to size design specification and location and the
                necessary consents and licences from the relevant competent
                authority have first been obtained

4.8     OBSTRUCTION AND LOADING AND UNLOADING

        Not to do anything whereby any road path forecourt or other area over
        which the Tenant may have rights of access or use may be damaged or the
        proper use thereof by others may be unduly obstructed in any way

4.9     STATUTORY OBLIGATIONS AND FIRE PRECAUTIONS

        (a)     At the Tenant's own expense to execute all works and provide and
                maintain all arrangements upon or in respect of the Premises or
                the use to which the Premises are being put that are required in
                order to comply with the requirements of any statute or any
                government department local authority other public or competent
                authority environmental authority or court of competent
                jurisdiction regardless of whether such requirements are imposed
                on the Landlord the Tenant or the occupier

        (b)     At the Tenant's own expense and without limiting the obligations
                set out earlier in this clause 4.9:

                (i)     to comply in all respects with the provisions of any
                        statutes and any other obligations imposed by law or by
                        any by-laws applicable to the Premises or in regard to
                        carrying on the business for the time being carried on
                        at the Premises and

                (ii)    to comply with the requirements of the fire authority in
                        relation to fire precautions affecting the Premises

4.10    ACCESS TO LANDLORD AND NOTICE OF REPAIR

        (a)     To permit the Landlord on reasonable prior written notice
                (except in case of emergency in which case no notice shall be
                necessary) and during reasonable times (or at any time in case
                of emergency):

                (i)     to enter upon the Premises (for so long as reasonably
                        necessary only) for the purpose of ascertaining that the
                        covenants and conditions of this Lease have been
                        observed and performed

                (ii)    to inspect the state of repair and condition of the
                        Premises

                (iii)   to give to the Tenant or leave upon the Premises a
                        notice specifying any breach by the Tenant of the terms
                        of this Lease and requesting the Tenant as soon as
                        practicable to remedy the same and

                                        9
<PAGE>

                (iv)    to exercise the rights and easements excepted and
                        reserved in part 2 of schedule 1

                provided that if the Landlord (or any person authorised by it or
                otherwise entitled) shall enter the Premises as aforesaid then
                in relation to each such entry:

                (i)     the Landlord shall make good all damage occasioned to
                        the Premises and to the tenants fixtures and fittings
                        and its chattels and

                (ii)    there shall be caused as little inconvenience to the
                        Tenant as possible

                (iii)   as soon as practicable to remedy the breach specified
                        such notice

                (iv)    if within 2 months of the service of such a notice the
                        Tenant shall not have commenced and be proceeding
                        diligently with the remedying of the breach referred to
                        in the notice to permit the Landlord to enter the
                        Premises to execute such work as may be necessary to
                        remedy the breach specified in the notice and to pay to
                        the Landlord the proper cost of so doing and all proper
                        expenses incurred by the Landlord (including legal costs
                        and surveyor's fees) within ten Business Days of a
                        written demand

4.11    DEALINGS

        (a)     "ASSIGNMENT" means:

                (i)     in the case of a registered lease the execution of a
                        transfer whether or not that transfer is subsequently
                        registered at H M Land Registry and

                (ii)    in the case of any other lease execution of a deed of
                        assignment of it

                and "ASSIGN" shall be construed accordingly

        (b)     Not to:

                (i)     part with possession of the Premises

                (ii)    share possession of the Premises with another person

                (iii)   allow anyone other than the Tenant its officers and
                        employees to occupy the Premises

                save as permitted by the following provisions of this clause

        (c)     Not to Assign a part (as distinct from the whole) of the
                Premises

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

                (i)     the Landlord shall be entitled to withhold consent to a
                        proposed Assignment where the proposed assignee is not a
                        Qualifying Assignee and

                (ii)    the Landlord shall be entitled to grant its consent to a
                        proposed Assignment subject to all or any of the
                        Conditions for Assignment

                and provided further that the Landlord shall be entitled to
                withhold consent to a proposed Assignment on other grounds or
                grant consent subject to further conditions where it is
                reasonable to do so

                                       10
<PAGE>

        (e)     "QUALIFYING ASSIGNEE" means an assignee with annual profits
                before tax in the three complete trading years immediately
                preceding the date of application for licence to assign which in
                each year and after consolidation (whether real or notional) in
                each such year with the annual profits before tax of any
                subsidiary (within the meaning of section 736 of the Companies
                Act 1985) exceed an amount representing the yearly rent payable
                under this Lease at the date of that application multiplied by
                three

        (f)     "CONDITIONS FOR ASSIGNMENT" means the following conditions:

                (i)     the payment of the Principal Rent and other sums which
                        have fallen due under this Lease prior to the date of
                        the Assignment

                (ii)    that the proposed assignee covenants by deed with the
                        Landlord in such form as the Landlord may reasonably
                        require that with effect from the date of the Assignment
                        until the first subsequent Assignment which is not an
                        excluded Assignment (as that expression is defined in
                        the Landlord and Tenant (Covenants) Act 1995) the
                        proposed assignee will pay the Rents and observe and
                        perform all the provisions of this Lease to be observed
                        and performed by the Tenant

                (iii)   that the Tenant if reasonably required by the Landlord
                        enters into an Authorised Guarantee Agreement in the
                        form set out in the schedule 5

                (iv)    having unconditionally made a written offer to the
                        Landlord to surrender the ground floor reception area
                        and/or meeting room forming part of the Premises for the
                        then unexpired residue of the Term to the Landlord which
                        the Landlord shall within 28 days of receipt of such
                        written offer either accept or reject should the
                        Landlord accept the offer the Tenant shall within a
                        further 28 days after the receipt of such acceptance by
                        the Landlord complete and enter into an agreement for
                        surrender which shall be in a form prepared by the
                        Landlord and approved by the Tenant (whose approval
                        shall not be unreasonably withheld or delayed) (each
                        party bearing their own costs in connection with the
                        completion of such agreement for surrender) surrendering
                        the relevant part of the Premises with vacant possession
                        free from all encumbrances and having made good all
                        damage caused by removing any tenant's fixtures or
                        fittings and having yielded up that part of the Premises
                        to the reasonable satisfaction of the Landlord (such
                        surrender shall be without prejudice to the rights and
                        remedies of the Landlord and the Tenant in respect of
                        any antecedent breach non-observance or non-performance
                        of the other covenants and the condition contained in
                        this Lease)

        (g)     Not to charge a part (as distinct from the whole) of the
                Premises

        (h)     Not to charge the Premises except with the prior written consent
                of the Landlord (which will not be unreasonably withheld or
                delayed)

        (i)     Not to underlet a part (as distinct from the whole) of the
                Premises unless it is a Permitted Part

        (j)     Not to create nor permit the creation of more than two
                underlettings comprising a Permitted Part of the Premises nor to
                underlet the whole of the Premises:

                (i)     except by way of a Permitted Underlease nor

                (ii)    without the prior written consent of the Landlord (which
                        will not be unreasonably withheld)

                                       11
<PAGE>

        (k)     Not to agree with any undertenant the level of rent payable
                under a Permitted Underlease on review without the prior
                approval of the Superior Landlord and Landlord (such approval
                not to be unreasonably withheld or delayed)

        (l)     Notwithstanding the earlier provisions of this clause the Tenant
                may allow occupation of the Premises by a Group Company or
                Companies of the Tenant in a manner which does not transfer or
                create a legal estate or create security of tenure nor prevent
                vacant possession of the Premises being given for so long as any
                party in occupation remains a Group Company

        (m)     Within 20 Business Days of any Assignment charge underlease or
                sub-underlease or any transmission or other devolution relating
                to the Premises to give written notice thereof to the Landlord's
                solicitors together with two certified copies of the relevant
                document and to pay the Landlord's solicitors' reasonable
                charges not to exceed thirty pounds ((pound)30) for the
                registration of every such document plus Value Added Tax

4.12    LANDLORD'S COSTS

        To pay to the Landlord (against satisfactory evidence of the amounts)
        and to indemnify the Landlord against all proper and reasonable costs
        fees charges disbursements and expenses on an indemnity basis (including
        without prejudice to the generality of the above those payable to
        counsel solicitors surveyors and bailiffs and those fees or costs
        payable to any superior landlord) properly and reasonably incurred by
        the Landlord in relation to or incidental to:

        (a)     every application made by the Tenant for a consent approval or
                licence required by the provisions of this Lease whether such
                consent approval or licence is granted or refused or proffered
                subject to any lawful qualification or condition or whether the
                application is withdrawn

        (b)     the preparation and service of a notice under section 146 of the
                Law of Property Act 1925 notwithstanding that forfeiture is
                avoided otherwise than by relief granted by the court

        (c)     the recovery or attempted recovery of arrears of the Rents or
                other sums due from the Tenant and

        (d)     any steps taken in contemplation of or in connection with the
                preparation and service of a schedule of dilapidations during or
                within three months after the expiry of the Term but which
                relates to dilapidations caused or occurring during the Term

4.13    THE PLANNING ACTS

        (a)     Not to commit any breach of the Planning Acts and to comply with
                the provisions and requirements of the Planning Acts that affect
                the Premises whether as to the Permitted User or otherwise and
                to indemnify and keep the Landlord indemnified both during and
                after the expiry of the Term against all liability whatsoever
                including costs and expenses directly incurred as a result of
                any breach occurring during the Term

        (b)     At the expense of the Tenant to obtain all planning permissions
                and to serve all such notices as may be required for the
                carrying out of any operations or user on the Premises which may
                constitute Development provided that no application for planning
                permission shall be made without the prior written consent of
                the Landlord such consent not to be reasonably withheld or
                delayed

        (c)     Subject only to any statutory direction to the contrary to pay
                and satisfy any charge or levy that may subsequently be imposed
                under the Planning Acts in

                                       12
<PAGE>

                respect of the carrying out or maintenance of any such
                operations or the commencement or continuance of any such user

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

                (i)     all necessary notices under the Planning Acts have been
                        served and

                (ii)    all necessary permissions and consents under or pursuant
                        to the Planning Acts have been obtained and produced to
                        the Landlord

        (e)     Unless the Landlord shall otherwise direct to carry out and
                complete before the expiry of the Term:

                (i)     any works stipulated to be carried out to the Premises
                        by a date subsequent to such expiry as a condition of
                        any planning permission granted for any Development
                        commenced before the expiry of the Term and

                (ii)    any Development commenced upon the Premises by the
                        Tenant or any person deriving title under it in respect
                        of which the Landlord shall or may be or become liable
                        for any charge or levy under the Planning Acts

4.14    PLANS DOCUMENTS AND INFORMATION

        If called upon to do so to produce as soon as reasonably practicable
        following receipt of a written demand:

        (a)     to the Landlord all such plans documents and other evidence as
                the Landlord may reasonably require in order to satisfy itself
                that the provisions of this Lease have been complied with

        (b)     to the Landlord or its agent full particulars of all occupants
                of the Premises and the terms of their occupation

4.15    DISPOSAL BOARDS AND VIEWING

        To permit the Landlord upon reasonable prior written notice:

        (a)     at any time during the last six months of the Contractual Term
                and at any time thereafter unless the Tenant shall have made a
                valid court application under section 24 of the Landlord and
                Tenant Act or otherwise be entitled in law to remain in
                occupation or to a new tenancy of the Premises to enter upon the
                Premises and affix and retain upon any reasonable part of the
                Premises a notice for reletting the Premises and

        (b)     at any time during the Term to enter upon the Premises and affix
                and retain upon any reasonable part of the Premises a notice for
                the sale of the Landlord's reversion or of any superior interest

        and during each such period or periods to permit upon reasonable notice
        persons with the written authority of the Landlord or its agent at
        reasonable times of the day to view the Premises without interruption
        provided they are accompanied by the Landlord or its agent provided that
        the Landlord shall be responsible for such notices and shall make good
        any damage caused by their presence or the exercise of these rights
        without delay and further provided that such notices shall obstruct or
        interfere with the use and enjoyment of the Premises

                                       13
<PAGE>

4.16    ENCROACHMENTS

        (a)     Not to stop up darken or obstruct any windows or light belonging
                to the Premises

        (b)     To take all necessary steps to prevent any new window light
                opening doorway path passage right or other encroachment or
                easement being made or acquired in against out of or upon the
                Premises and to notify the Landlord in writing if any such
                encroachment or easement shall be made or acquired (or attempted
                to be made or acquired) as soon as the same comes to the
                Tenant's attention and at the request and cost of the Landlord
                to adopt such means as shall be required to prevent such
                encroachment or the acquisition of any such easement

4.17    YIELD UP

        At the expiry of the Term:

        (a)     to yield up the Premises in accordance with the terms of this
                Lease

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

        (c)     to remove all lettering and signs put up by the Tenant in the
                Building and forthwith to make good any damage caused by such
                removal

4.18    INTEREST ON ARREARS

        If the Tenant shall fail to pay the Rents or any other sum due under or
        pursuant to this Lease within ten Business Days of the date on which
        payment was due (whether formally demanded or not in the case of the
        Principal Rent) the Tenant shall pay to the Landlord Interest on such
        sum as is outstanding and such Interest shall be deemed to be and shall
        be recoverable as rent in arrear

4.19    STATUTORY NOTICES

        To give full particulars to the Landlord of any notice direction order
        or proposal for the Premises made given or issued to the Tenant by any
        local or public authority as soon as reasonably practicable after
        receipt of the same and if so required by the Landlord to produce it to
        the Landlord and without delay and at the joint cost of the Landlord and
        the Tenant to take all necessary steps to comply with such notice
        direction or order and at the request of the Landlord but at the joint
        cost of the Landlord and the Tenant to make or join with the Landlord in
        making such objection or representation against or in respect of any
        notice direction order or proposal as the Landlord shall deem reasonably
        expedient

4.20    DEFECTIVE PREMISES

        Immediately upon becoming aware of the same to give notice to the
        Landlord of any defect in the Premises which might give rise to an
        obligation on the Landlord to do or refrain from doing any act or thing
        in order to comply with the provisions of this Lease or the duty of care
        imposed on the Landlord pursuant to the Defective Premises Act 1972 or
        otherwise and at all times to display and maintain all necessary notices
        which the Landlord may from time to time require to be displayed at the
        Premises in relation to such duty of care

4.21    COMPLIANCE WITH TITLE

        To perform observe and comply with the rights easements privileges
        restrictions covenants stipulations and other matters contained or
        referred to in schedule 3 save where this is the Landlord's
        responsibility under this Lease

                                       14
<PAGE>

4.22    OBSERVE HEADLEASE

        To observe and perform all the covenants on the part of the Tenant
        contained in the Superior Lease so far as they relate to the Premises
        and are not expressly assumed by the Landlord in this Lease

4.23    INDEMNITY FOR BREACH OF SUPERIOR LEASE

        To indemnify and keep indemnified the Landlord against all damages
        losses costs expenses actions demands proceedings claims and liabilities
        made against or suffered or incurred by the Landlord arising directly or
        indirectly of any breach by the Tenant of the covenant to observe the
        Superior Lease as set out in clause 4.22

4.24    RECEPTION FACILITIES

        (a)     Subject to receiving a fair and reasonable proportion of the
                Tenant's costs in providing the reception facilities and
                reception desk on the ground floor of the Building and repairing
                maintaining and renewing these if necessary to permit the
                Landlord and the tenants and occupiers of the Building and all
                other persons authorised by the Landlord as having the same
                rights to use these reception facilities

        (b)     Prior to placing or installing any reception facilities and/or a
                reception desk the Tenant shall obtain the Landlord's consent to
                the design materials and size of the items used

4.25    RULES AND REGULATIONS

        The Tenant shall at all times diligently perform and observe any
        reasonable rules and regulations which may from time to time be prepared
        and exhibited by the Landlord in relation to any car park areas

5.      THE LANDLORD'S COVENANTS

        The Landlord covenants with the Tenant that subject to the Tenant paying
        the Rents and performing and observing the covenants and conditions on
        the part of the Tenant herein contained the Landlord shall:

5.1     permit the Tenant peaceably and quietly to hold and enjoy the Premises
        during the Term without any interruption or disturbance from or by the
        Landlord or by any person lawfully claiming through under or in trust
        for the Landlord and

5.2     use its reasonable endeavours to keep the Common Parts and Service Areas
        adequately repaired decorated furnished cleaned and lighted and (where
        appropriate) landscaped and planted and to use all reasonable endeavours
        to maintain repair amend alter rebuild renew and reinstate the Structure
        and to ensure that the Building remains wind and watertight at all times
        and where appropriate to clean wash down paint and decorate the
        Structure and all other parts of the Building as the Landlord may from
        time to time consider reasonably necessary and desirable in the
        interests of good estate management (but excluding any items or parts of
        any items the maintenance of which is the exclusive responsibility of
        the Tenant or any other tenants of the Building)

        provided that:

        (a)     the Landlord shall not be liable for any breach occasioned by
                failure or interruption of any service due to necessary repair
                replacement or maintenance of any apparatus or installation or
                unavailable shortage of fuel materials water or labour or any
                other cause not due to the act or default of the Landlord
                (provided that the Landlord uses reasonable endeavours to remedy
                the breach)

                                       15
<PAGE>

        (b)     the Landlord may at its discretion extend diminish or otherwise
                vary the services from time to time if it reasonably deems it
                desirable to do so for the more efficient management of the
                Building or the comfort of the tenants but shall not diminish
                the obligations under clause 5.2 above

        (c)     the Landlord shall be entitled at its discretion to alter the
                arrangement of the Common Parts and where it is reasonably
                necessary to do so to renew the whole of part of any Systems not
                exclusively servicing the Premises

6.      INSURANCE

        The Landlord covenants with the Tenant (if applicable) to use all
        reasonable endeavours to enforce the covenants given by the Superior
        Landlord in clause 6 of the Superior Lease (as varied) and the Landlord
        covenants to observe and perform the applicable obligations on it in
        clause 6 of the Superior Lease (as varied)

6.1     TENANT'S INSURANCE COVENANTS

        The Tenant covenants with the Landlord:

        (a)     to pay the Insurance Rent within five Business Days of receipt
                of a written demand for the period from and including the date
                of this Lease up to and including the day before the next policy
                renewal date and subsequently to pay the Insurance Rent within
                five Business Days of receipt of a written demand

        (b)     in the event of any claim under a policy of insurance relating
                to the Premises to reimburse the Landlord on demand for any
                excess which applies

        (c)     to comply with all proper requirements and recommendations of
                the insurers of the Premises

        (d)     not knowingly to do or permit anything that could cause any
                policy of insurance on or in relation to the Premises to become
                void or voidable wholly or in part nor (unless the Tenant shall
                have previously notified the Landlord and agreed to pay the
                increased premium) anything by which additional insurance
                premiums may become payable

        (e)     to keep the Premises supplied with such fire fighting equipment
                as the insurer may require and to maintain such equipment to the
                satisfaction of the insurer and in efficient working order

        (f)     to comply with the proper requirements and recommendations of
                the insurer as to fire precautions relating to the Premises

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

        (h)     to give notice to the Landlord as soon as practicable upon the
                happening of any event which might affect any insurance policy
                on or relating to the Premises or upon the happening of any
                event against which the Landlord may have insured under this
                Lease

        (i)     not to effect any policy of insurance in relation to the
                Premises without the prior written consent of the Landlord
                provided always that the Tenant may insure tenants and trade
                fixtures and fittings

        (j)     if at any time the Tenant shall be entitled to the benefit of
                any insurance on the Premises (which is not effected or
                maintained in pursuance of any obligation contained in this
                Lease) to apply all money received by virtue of such insurance
                in

                                       16
<PAGE>

                making good the loss or damage in respect of which such money
                shall have been received

        (k)     if and whenever during the Term the Premises or any part are
                damaged or destroyed by any of the Insured Risks and the
                insurance money under the policy of insurance effected by the
                Superior Landlord pursuant to its obligations contained in the
                Superior Lease is by reason of any act or default of the Tenant
                or anyone for whom the Tenant is legally responsible wholly or
                partially irrecoverable immediately in every such case to pay to
                the Landlord on demand the amount of such insurance money so
                irrecoverable with Interest on such amount from the date of
                demand

6.2     SUSPENSION OF PRINCIPAL RENT

        If and whenever during the Term the Premises or any part are damaged or
        destroyed or access to the Premises is substantially impaired by any of
        the Insured Risks so that the Premises or any part of them are unfit for
        occupation or use and save to the extent the insurance effected by the
        Superior Landlord is vitiated avoided or forfeited or the insurance
        money is rendered irrecoverable in whole or in part by reason of any act
        or default of the Tenant or any person deriving title under the Tenant
        or any person for whom the Tenant or such person is legally responsible
        the Principal Rent and the Insurance Rent or a fair proportion thereof
        according to the nature and the extent of the damage sustained shall
        cease to be payable for as long as these cease to be payable under the
        Superior Lease

6.3     REINSTATEMENT AND DETERMINATION IF PREVENTED

        (a)     If and whenever during the Term:

                (i)     the Premises or any part of them are damaged or
                        destroyed by any of the Insured Risks and

                (ii)    the insurance effected by the Superior Landlord is not
                        vitiated avoided or forfeited or the insurance money is
                        not irrecoverable in whole or part by reason of any act
                        or default of the Tenant or any person deriving title
                        under the Tenant or anyone for whom the Tenant is
                        legally responsible (unless any such irrecoverable money
                        has been made good)

                the Landlord shall use all reasonable endeavours to enforce the
                covenants given by the Superior Landlord in the Superior Lease
                to obtain all planning permissions and other permits and
                consents that may be required under the Planning Acts and any
                other statutes with all due expedition to enable the Superior
                Landlord to rebuild and reinstate the Premises or the affected
                part

        (b)     If during the last three years of the Term the Premises or a
                material part thereof are damaged or destroyed or upon the
                expiry of a period of three years commencing on the date of the
                damage or destruction the Premises or the affected part have not
                been rebuilt or reinstated so that the Premises are fit for the
                Tenant's occupation and use then either party may serve notice
                on the other at any time within two months of the expiry of such
                period whereupon:

                (i)     this Lease shall absolutely cease but without prejudice
                        to any rights or remedies that may have accrued to
                        either party against the other and

                (ii)    all money received in respect of the insurance effected
                        by the Superior Landlord pursuant to this clause 6 shall
                        belong to the Superior Landlord save insofar as such
                        insurance is in respect of tenant's trade fixtures and
                        fittings

                                       17
<PAGE>

7.      PROVISOS

7.1     RE-ENTRY

        If and whenever during the Term:

        (a)     the Rents (or any of them or any part of them) under this Lease
                are outstanding for more than ten Business Days after becoming
                due whether formally demanded or not or

        (b)     there is a material breach by the Tenant of any covenant or
                other term of this Lease or any document expressed to be
                supplemental to this Lease or

        (c)     the Tenant commits or permits an Act of Insolvency

        the Landlord may re-enter the Premises or any part of them in the name
        of the whole at any time and then the Term will absolutely cease but
        without prejudice to any rights or remedies which may have accrued to
        the Landlord against the Tenant in respect of any breach of covenant or
        other term of this Lease including the breach in respect of which the
        re-entry is made

7.2     EXCLUSION OF USE WARRANTY

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

7.3     REPRESENTATIONS

        The Tenant acknowledges that this Lease has not been entered into in
        reliance wholly or partly on any statement or representation made by or
        on behalf of the Landlord except any such statement or representation
        that is expressly set out in this Lease

7.4     TENANT'S PROPERTY

        If after the Tenant has vacated the Premises on the expiry of the Term
        any property of the Tenant remains in or on the Premises and the Tenant
        fails to remove it within twenty Business Days after being requested in
        writing by the Landlord to do so or if after using all reasonable
        endeavours the Landlord is unable to make such a request to the Tenant
        within ten Business Days from the first attempt so made by the Landlord:

        (a)     the Landlord may as the agent of the Tenant sell such property

        (b)     the Landlord shall (subject to clause 7.4(c) below) forthwith
                after such sale pay to the Tenant the proceeds of such sale
                after having deducted the reasonable fees and expenses incurred
                by or on behalf of the Landlord in connection with such sale and

        (c)     if the Landlord having made reasonable efforts is unable to
                locate the Tenant the Landlord shall be entitled to retain such
                proceeds of sale absolutely unless the Tenant shall claim them
                within three months of the date on which the Tenant vacated the
                Premises

7.5     SERVICE OF NOTICES

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

                                       18
<PAGE>

                the final words of section 196(4)".... and that service ... be
                delivered" shall be deleted and there shall be substituted
                "...and that service shall be deemed to be made on the second
                Business Day after the registered letter has been posted"

        (b)     Any notice or document shall also be sufficiently served if sent
                by telex facsimile transmission or any other means of electronic
                transmission to the party to be served and that service shall be
                deemed to be made on the day of transmission if transmitted
                before 4.00 p.m. on a Business Day but otherwise on the next
                following Business Day

7.6     VALUE ADDED TAX

        (a)     Save as the context requires or as otherwise stated all
                references to payments made in this Lease are references to such
                payments exclusive of any Value Added Tax chargeable in respect
                of the supply of goods or services for which the payment is
                consideration and insofar as such payments fall to be made under
                this Lease such Value Added Tax shall be added to the amount
                thereof and paid in addition thereto

        (b)     Without prejudice to and save as mentioned earlier in this
                clause 7.6 where any supply is made pursuant to this Lease the
                recipient of such supply shall pay to the supplier any Value
                Added Tax chargeable in respect thereof

        (c)     Where any payment is required to be made pursuant to this Lease
                to reimburse the payee for any expenditure which the payee may
                have incurred such payment shall include an amount equal to any
                Value Added Tax comprised in that expenditure which is not
                recoverable by the payee as input tax under section 25 of the
                Value Added Tax Act 1994

7.7     ENTIRE UNDERSTANDING

        This Lease embodies the entire understanding of the parties relating to
        the Premises and to all the matters dealt with by the provisions of this
        Lease

7.8     LEASE NOT ENTERED INTO PURSUANT TO ANY PRIOR AGREEMENT

        It is certified that there is no agreement for lease to which this Lease
        gives effect

7.9     LANDLORD AND TENANT (COVENANTS) ACT 1995

        This Lease is a "new tenancy" as that expression is defined in the
        Landlord and Tenant (Covenants) Act 1995

7.10    INVALIDITY

        If at any time any one or more provisions of this Lease is or becomes
        invalid illegal or unenforceable in any respect under any law the
        validity legality and enforceability of the remaining provisions hereof
        shall not be in any way affected or impaired thereby

7.11    TENANT'S OPTION TO DETERMINE

        The Tenant may determine this Lease on the date of expiry of the fifth
        year of the Term (the "DETERMINATION DATE") subject to complying with
        the conditions set out below (the "BREAK CONDITIONS"):

        The Break Conditions are that the Tenant shall:

        (a)     give to the Landlord not less than six month's notice in writing
                of its intention to determine the Lease on the Determination
                Date

                                       19
<PAGE>

        (b)     up until the Determination Date have paid the Rents reserved by
                and substantially performed and observed the material covenants
                agreements conditions and other provisions contained in the
                Lease

        (c)     yield up the Premises with vacant possession on the
                Determination Date and

        (d)     pay to the Landlord on the Determination Date a sum equal to six
                months' rent at the rate payable immediately before the
                Determination Date

        If the Tenant complies with the Break Conditions then the Lease shall
        immediately cease and determine on the Determination Date but without
        prejudice to the respective rights of either party in respect of any
        antecedent claim or breach of covenant

        On the Determination Date the Tenant shall return the original Lease to
        the Landlord together with any other title deeds and documents relating
        to the Premises and shall give such assistance as the Landlord shall
        reasonably require in order to cancel any entry or title relating to the
        Lease at HM Land Registry

IN WITNESS whereof this Lease has been executed as a deed on the date first
above written

                                       20
<PAGE>

                                   SCHEDULE 1

                      PART 1 - RIGHTS AND EASEMENTS GRANTED

1.      The right to use the approaches to the Premises to and from the public
        highway known as Bakewell Road for pedestrian and vehicular access to
        and egress from the Building

2.      The right (in common with the Landlord and other persons having a like
        right for the Tenant and all persons expressly or by implication
        authorised by it to use the Common Parts and fire escapes or routes of
        escape in the Building for the purposes of access to and from the
        Premises

3.      The right of support from the remainder of the Building and Development
        Site for the protection and benefit of the Premises

4.      The right to use all or any of the Conduits serving the Premises in so
        far as such Conduits cross the remainder of the Building and Development
        Site and including any such Conduits which shall come into existence
        within the Term and shall be designed for and capable of such use

5.      The right to enter on to any part of the remainder of the Building and
        the Development Site upon giving reasonable notice to the Landlord
        (except in an emergency) to carry out any works necessary to fulfil any
        covenants on the part of the Tenant and/or to enjoy fully the rights
        granted by this Lease including the right to enter on to the remainder
        of the Building and Development Site to repair maintain inspect alter
        renew and replace any Conduits serving the Premises the Tenant making
        good any damage thereby caused to the reasonable satisfaction of the
        Landlord

6.      the right to exhibit the Tenant's name (the form and size to be
        previously agreed by the Landlord) and the name of any other authorised
        occupier in the manner adopted for the Building by the Landlord on the
        name-board near the entrance to the Building

7.      the right to load and unload to and from lorries at the service loading
        facility

8.      the exclusive right (but without demise and at the Tenant's own risk) to
        park 59 private motor cars and/or light vans within the 59 spaces as
        shown edged on Plan 3 subject always however to the Landlord's right to
        temporarily re-allocate such spaces in accordance with paragraph 11 of
        Part 2 Schedule 1

               PART 2 - RIGHTS AND EASEMENTS EXCEPTED AND RESERVED

The following rights and easements are excepted and reserved out of the Premises
in favour of the Landlord and the tenants and occupiers of the Building and all
other persons authorised by the Landlord of having the same rights and
easements:

1.      The free and uninterrupted use of all Conduits which are now in the
        Premises and serve the remainder of the Building and Development Site

2.      The right of support from the Premises for the protection and benefit of
        the remainder of the Building and Development Site

3.      The right at any time during the Contractual Term on reasonable notice
        to enter the Premises to inspect cleanse repair or replace the Conduits
        serving the remainder of the Building and Development Site

4.      The right to alter add or execute any other works to the Adjoining
        Property in such a manner as the owner of the Adjoining Property shall
        think fit notwithstanding the fact that the same may obstruct or
        interfere with the passage of light and air to the Premises but

                                       21
<PAGE>

        not so that the Tenant's use and occupation thereof is materially
        affected for the benefit of the owners of the Adjoining Property

5.      The foregoing rights are reserved to the Landlord subject to the proviso
        that in exercising any of these rights the Landlord shall ensure that as
        little damage as is reasonably practicable is caused to the Premises and
        make good to the reasonable satisfaction of the Tenant all damage
        thereby caused

6.      The right to erect scaffolding on the Building in connection with the
        performance of any covenants on the part of the Landlord herein
        contained or for such other purposes as the Landlord may from time to
        time reasonably require notwithstanding such scaffolding may temporarily
        diminish the access of light and air to the Premises but provided always
        that it shall not materially restrict access thereto

7.      The rights of light air support protection shelter and all other
        easements and rights now or after the date of this Lease belonging to or
        enjoyed by any other part of the Building or any Adjoining Property or
        any other adjoining or neighbouring property

8.      The right at any time during the Term on requisite notice to enter (or
        in cases of emergency to break into and enter) the Premises:

        (a)     to inspect the condition of the Premises and take schedules of
                condition and inventories of fixtures and other items to be
                yielded up on the expiry of the Term

        (b)     to view the condition of and repair maintain and decorate any
                Systems where such viewing or work cannot otherwise be
                practicably carried out

        (c)     to carry out work or do anything whatever comprised within the
                Landlord's obligations in this Lease

        (d)     to exercise any of the rights granted to the Landlord by this
                Lease

        (e)     to execute any works on the Premises which the Landlord may be
                statutorily liable to carry out notwithstanding any contract to
                the contrary

        (f)     to affix during the last six months of the Term upon any
                suitable part of the Premises a notice board or boards for
                re-letting the same

        (g)     for any other reasonable purpose connected with the Landlord's
                interest in the Premises or the Building including (without
                limitation) for the purposes of valuing or disposing of any
                interest of the Landlord or any superior Landlord and for doing
                anything to prevent the forfeiture of any Superior Lease

9.      The right to use the systems which are now in the Premises and serve
        other premises or which shall come into existence within the perpetuity
        period and shall be designed for and be capable of such use

10.     Subject to the payment of the sums referred to in clause 4.24(a) of this
        Lease a right to use the reception facilities on the ground floor of the
        Building

11.     The right to re-allocate temporarily any number of car parking spaces
        upon giving reasonable notice (save in cases of emergency where no such
        notice shall be required) should this be required to carry out any works
        to the Building or the Common Parts

12.     The right to enter the Premises at any time to carry out works or do
        anything whatever comprised within the Landlord's obligations in this
        Lease or the Superior Landlord's obligations in the Superior Lease

                                       22
<PAGE>

                                   SCHEDULE 2

                         PRINCIPAL RENT AND RENT REVIEW

1.      DEFINITIONS

        In this schedule the following words and expressions have the following
        meanings:

1.1     "ASSUMPTIONS" means the following assumptions at the relevant Review
        Date:

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

        (b)     that if the Premises have been destroyed or damaged by the
                Insured Risks they have been fully restored

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

        (d)     that the Premises are available to let as a whole by a willing
                landlord to a willing tenant without a fine or premium being
                paid by either party and with vacant possession

        (e)     that the Premises are ready for and fitted out and equipped for
                immediate occupation and use for the Permitted User

        (f)     that the lease referred to in paragraph 1.1(d) contains the same
                terms as this Lease other than the amount of the Principal Rent
                and except as set out in paragraph 1.1 (g)

        (g)     that the term of the lease referred to in paragraph 1.1(d) is
                equal in length to (a) the residue of the Contractual Term
                remaining unexpired at the relevant Review Date or (b) ten years
                whichever is the greater and that such term begins on the
                relevant Review Date and that the years during which the tenant
                covenants to decorate the Premises are at similar intervals
                after the beginning of the term of such lease as those specified
                in this Lease and that such lease does not permit the Premises
                to be used as a serviced or managed office facility (unless the
                Premises shall in fact be used for such purposes at the relevant
                Review Date)

        (h)     that the rent would not be discounted in any way to reflect any
                rent concession or other benefit which the Tenant referred to in
                paragraph 1.1(d) would be given for the purpose of fitting out
                the Premises

1.2     "DISREGARDED MATTERS" means:

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

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

        (c)     any increase in rental value of the Premises attributable to the
                existence at the relevant Review Date of any improvements to the
                Premises carried out with consent where required otherwise than
                in pursuance of an obligation to the Landlord or its
                predecessors in title (provided always that the fact that the
                Tenant may have obtained a licence for the purpose of carrying
                out any improvements or other works from the Landlord shall not
                be construed as meaning that such works

                                       23
<PAGE>

                are carried out in pursuance of an obligation to the Landlord)
                by the Tenant its sub-tenants or their respective predecessors
                in title during the Term or during any period of occupation
                prior to the Term arising out of an agreement to grant such term
                or it being acknowledged by the parties that any fitting-out
                works carried out by the Landlord at its expense prior to the
                date of this Lease shall not be treated as one of the
                Disregarded Matters

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

1.4     "PRINCIPAL RENT" means:

        (a)     from and including the Rent Commencement Date until and
                including the day before the first Review Date the Principal
                Rent specified in the Particulars and

        (b)     during each Review Period a rent equal to the greater of:

                (i)     the Principal Rent payable immediately prior to the
                        relevant Review Date and

                (ii)    such Principal Rent as may be ascertained in accordance
                        with this schedule

1.5     "REVIEW DATE" means 2 June 2008

1.6     "REVIEW PERIOD" means the period beginning on any Review Date and ending
        on the day prior to the next Review Date or beginning on the last Review
        Date and ending on the date of expiry of the Contractual Term

1.7     "SURVEYOR" means a chartered surveyor who has been qualified as such for
        not less than ten years and is experienced in the letting and (or)
        valuation of premises of a similar nature to and situate in the same
        region as the Premises and used for purposes similar to the Permitted
        User at the date of his appointment to be appointed in accordance with
        the provisions of paragraph 2.3 of this schedule

2.      ASCERTAINING THE PRINCIPAL RENT

2.1     The Principal Rent for any Review Period may be agreed in writing
        between the parties at any time between the date three months before the
        Review Date and the end of the term or in the absence of agreement may
        be determined by the Surveyor

2.2     The Principal Rent to be determined by the Surveyor shall be such as he
        shall decide to be the rent which might reasonably be expected to become
        payable in respect of the Premises after the expiry of a rent-free
        period for fitting out of such length as would be negotiated in the open
        market between a willing landlord and a willing tenant upon a letting of
        the Premises in the open market at the Review Date making the
        Assumptions but disregarding the Disregarded Matters

2.3     The Surveyor shall:

        (a)     be appointed by agreement between the parties or (in the absence
                of agreement within ten Business Days of one party giving notice
                to the other of its nomination or nominations) nominated by the
                President on the application of either party made not earlier
                than the relevant Review Date or at any time afterwards

        (b)     act as an expert

        (c)     invite the Landlord and the Tenant to submit to him within such
                time limits (not being less than 15 Business Days) as he shall
                consider appropriate a valuation

                                       24
<PAGE>

                accompanied if desired by a statement of reasons and such
                representations and cross representations as to the amount of
                the Principal Rent with such supporting evidence as they may
                respectively wish

        (d)     within 20 Business Days of his appointment or within such
                extended period as the Landlord and the Tenant shall jointly
                agree in writing give to each of them written notice of the
                amount of the Principal Rent as determined by him

2.4     The fees and expenses of the Surveyor including the cost of his
        nomination shall be in the award of the Surveyor and failing such award
        the same shall be payable by the Landlord and the Tenant in equal shares
        who shall each bear their own costs fees and expenses

2.5     If one party shall upon publication of the Surveyor's award pay the
        Surveyor's fees and expenses that party shall be entitled to recover
        such proportion (if any) of them as the Surveyor shall award against the
        other party

2.6     If the Surveyor fails to give notice of his determination within the
        time aforesaid or if he dies is unwilling to act or becomes incapable of
        acting or if for any other reason he is unable to act either party may
        request the President to discharge the Surveyor and appoint another
        surveyor in his place to act in the same capacity which procedure may be
        repeated as many times as necessary

2.7     Whenever the Principal Rent shall have been ascertained in accordance
        with this schedule memoranda to this effect shall be signed by or on
        behalf of the parties and annexed to this Lease and its Counterpart and
        the parties shall bear their own costs in this respect

3.      PAYMENT OF PRINCIPAL RENT

3.1     If the Principal Rent shall be ascertained on or before the Review Date
        and the Review Date is not a quarter day the Tenant shall on the Review
        Date pay to the Landlord the amount by which one quarter's Principal
        Rent at the rate payable on the immediately preceding quarter day is
        less than one quarter's Principal Rent at the rate of the revised rent
        apportioned on a daily basis for that part of the quarter during which
        such revised rent is payable

3.2     If the Principal Rent payable during any Review Period has not been
        ascertained by the Review Date then immediately after the date on which
        the same has been agreed between the parties or the date on which the
        Surveyor's determination shall be received by one party the Tenant shall
        pay to the Landlord:

        (a)     any shortfall between the Principal Rent which would have been
                payable on the Review Date and on any subsequent quarter days
                had the Principal Rent been ascertained on or before the Review
                Date and the payments made by the Tenant on account and

        (b)     interest at three percentage points below the Interest Rate
                prevailing on the date upon which the shortfall is paid in
                respect of each instalment of Principal Rent due on or after the
                Review Date on the amount by which the instalment of Principal
                Rent which would have been paid on the Review Date or such
                quarter day exceeds the amount paid on account and such interest
                shall be payable for the period beginning on the date upon which
                the instalment was due and ending on the date of payment of the
                shortfall

3.3     If the Principal Rent payable during any Review Period has not been
        ascertained by the Review Date the Principal Rent shall continue to be
        payable at the rate previously payable on account of the Principal Rent
        for the Review Period

                                       25
<PAGE>

4.      ARRANGEMENTS WHEN INCREASING PRINCIPAL RENT PREVENTED

4.1     If at any of the Review Date there shall be in force a statute which
        shall prevent restrict or modify the Landlord's right to review the
        Principal Rent in accordance with this Lease and (or) to recover any
        increase in the Principal Rent the Landlord shall once such restriction
        or modification is removed relaxed or modified be entitled (but without
        prejudice to its rights (if any) to recover any Principal Rent the
        payment of which has only been deferred by law) on giving not less than
        one month's nor more than three months' notice in writing to the Tenant
        to invoke the provisions of paragraph 4.2

4.2     Upon the service of a notice pursuant to paragraph 4.1 the Landlord
        shall be entitled to proceed with the review of the Principal Rent which
        may have been prevented or further to review the Principal Rent in
        respect of any review where the Landlord's right was restricted or
        modified and the date of expiry of such notice shall be deemed for the
        purposes of this Lease to be a Review Date (provided that without
        prejudice to the operation of this paragraph nothing in this paragraph
        shall be construed as varying any subsequent Review Date) provided that
        this provision shall not entitle the Landlord to require payment of the
        Principal Rent at a level higher than that which would have been set had
        the review taken place which had been missed

                                       26
<PAGE>

                                   SCHEDULE 3

            PARTICULARS OF MATTERS TO WHICH THE PREMISES ARE SUBJECT

Matters referred to on the registers of title number CB237542 in so far as the
same related to the Premises

                                       27
<PAGE>

                                   SCHEDULE 4

                                 SERVICE CHARGE

1.      ADVANCE SERVICE CHARGE

        The Advance Service Charge shall be the yearly sum specified in the
        Particulars or such other yearly sum as the Landlord's Surveyor
        accountant or other suitably qualified person may from time to time at
        his reasonable discretion determine as being fair and reasonable and
        notify in writing to the Tenant

2.      ADJUSTMENT

2.1     As soon as practicable after the end of each Account Year (but in any
        event no later than six months after the end of the relevant Account
        Year) the Landlord shall deliver to the Tenant a statement showing in
        reasonable detail the Expenditure for such year and showing the Tenant's
        Proportion of such Expenditure

2.2     If the Tenant's Proportion of the Expenditure shown by such statement
        shall exceed the Advance Service Charge paid in respect of such Account
        Year the Tenant shall within 10 Business Days pay to the Landlord the
        amount of such excess

2.3     If the Tenant's Proportion of such Expenditure shall be less than the
        Advance Service Charge paid in respect of such Account Year then the
        Landlord shall allow the Tenant off the next payment of the Rent or the
        Advance Service Charge or at the Landlord's option (and in any event if
        the tenancy has come to an end) shall immediately pay to the Tenant the
        amount of such difference

2.4     The provisions of this paragraph shall continue to apply even though the
        tenancy created by this Lease has come to an end but only in respect of
        the period down to the end of the tenancy

3.      EXPENDITURE

3.1     The Expenditure comprises the cost properly incurred by the Landlord in
        respect of the Building in discharging its obligations under clause 5.2
        and from providing other services that are being provided in the
        interest of good estate management and/or for the proper enjoyment of
        the Building by the occupiers and in particular includes (but is not
        limited to) the cost properly incurred (or deemed incurred) by the
        Landlord on the following items (or such of them as may from time to
        time be applicable):

        (a)     repairing maintaining cleaning replacing and renewing the Common
                Parts the Service Areas and Structure

        (b)     supplying hot and cold water and toilet facilities to the said
                gatehouse

        (c)     supplying cold water to the appropriate parts of the Service
                Areas and Common Parts

        (d)     testing lightning conductors

        (e)     providing staff including but not limited to security staff for
                the maintenance of security in the Common Parts whether by
                direct labour agency or any other means including pension
                contribution and employer's National Insurance Contribution the
                provision of clothing and other benefits in kind and
                accommodation and in particular a reasonable sum in lieu of rent
                in respect of accommodation provided rent-free for such staff

        (f)     providing any additional service in accordance with proviso (b)
                to clause 5.2

                                       28
<PAGE>

        (g)     inspecting repairing renewing replacing and maintaining
                (including decorative treatment and cleaning):

                (i)     the Common Parts and the Service Areas including
                        landscaped areas and the replacement where necessary of
                        plants and trees and cleaning maintenance and repair of
                        roadways and car park areas and

                (ii)    the Systems (except such part of them as are in and
                        exclusively serve an individual unit or office or other
                        accommodation which is let or intended for letting)
                        including taking any necessary steps to prevent the
                        onset and/or spread of legionella and other
                        contamination

        (h)     valuing the Building for insurance purposes not more than once
                in any period of three years

        (i)     maintaining repairing and renewing:

                (i)     and providing fire prevention and fire fighting
                        apparatus in the Common Parts and Service Areas

                (ii)    security alarms and security apparatus in the Common
                        Parts and Service Areas

                (iii)   CCTV serving the Building as a whole


        (j)     all rates taxes assessments impositions water charges (if any)
                and outgoings payable by the Landlord in respect of:

                (i)     the Building as a whole

                (ii)    the Premises together with other premises in the
                        Building (which together do not comprise the whole of
                        the Building) and

                (iii)   any part of the Service Areas and the Common Parts

                except rent

        (k)     making representations against or otherwise contesting the
                incidence of the provisions of any legislation order regulation
                notice or statutory requirement relating to or affecting the
                whole or any part of the Building including prosecuting any
                action in the interests of the Building

        (l)     compliance by the Landlord with any notice regulation or order
                of any competent authority in respect of the Building or of the
                Common Parts or the Service Areas which did not require
                compliance before or immediately after the Tenant commenced
                occupation of the Premises

        (m)     the amount which the Landlord may be liable to pay in relation
                to the Building as a contribution towards the expense of making
                repairing maintaining rebuilding or cleaning anything used for
                the Building in common with other nearby premises

        (n)     the control and/or eradication of any pests in or about the
                Building

        (o)     the proper and reasonable fees and expenses of any surveyor
                accountant or other person in connection with the preparation of
                any statement of Expenditure or of the Tenant's Proportion (or
                if such work is performed by the Landlord's own staff a
                reasonable fee for the Landlord)

                                       29
<PAGE>

        (p)     the proper and reasonable fees and expenses of the Landlord's
                Surveyor and any other person or firm employed by the Landlord
                for the management of the Building (but excluding the collection
                of the rents payable by the Landlord's tenants in the Building)
                (or if such person is an employee of the Landlord a reasonable
                charge for the Landlord) provided that so long as there is a
                scale or scales of fees prescribed by The Royal Institution of
                Chartered Surveyors for such management the fees provided for by
                such scale or scales shall be deemed to be the proper fees
                within the meaning of this sub-paragraph and

        (q)     employing or retaining such consultants as the Landlord shall
                reasonably deem necessary or desirable for the efficient
                management of the Building including (but not limited to)
                consultants for the maintenance of all mechanical and electrical
                equipment and services serving the Building

        (r)     cleaning as frequently as the Landlord shall in its absolute
                discretion consider adequate the external and internal surfaces
                of all glazing windows and window-frames in the Building

        (s)     any other services relating to the Building or any part of it
                provided by the Landlord from time to time during the Term and
                not expressly mentioned

4.      CERTIFICATE

        Each annual statement of the Expenditure and of the Tenant's Proportion
        shall be certified by the Landlord's Surveyor and a duly certified copy
        of such statement shall be conclusive evidence for the purposes of this
        Lease of the matters of fact covered by such statement but the Landlord
        shall upon request and payment of a reasonable inspection fee permit the
        Tenant to inspect at any time up to two months after delivery of a
        statement the vouchers and receipts for items included in it

                                       30
<PAGE>

                                   SCHEDULE 5

                         AUTHORISED GUARANTEE AGREEMENT

THIS AUTHORISED GUARANTEE AGREEMENT  is made on                            200_

BETWEEN:

(1)     [(No. __) whose registered office is at] [of]
        (the "ASSIGNING TENANT")

(2)     [(No. __) whose registered office is at] [of]
        (the "LANDLORD")

NOW THIS DEED WITNESSES AS FOLLOWS:

5.      DEFINITIONS AND INTERPRETATION

5.1     DEFINITIONS

        In this agreement the following words and expressions have the following
        meanings:

        (a)     "ASSIGNEE" means

        (b)     "ASSIGNMENT" means the Assignment by the Assigning Tenant to the
                Assignee of the Lease

        (c)     "AUTHORISED GUARANTEE PERIOD" means the period from and
                including the date of the Assignment until the date (if any)
                when the Lease is assigned by the Assignee to a third party or
                (if such Assignment is an excluded Assignment within the meaning
                of section 11(1) of the Landlord and Tenant (Covenants) Act
                1995) until the next Assignment of the Lease which is not an
                excluded Assignment

        (d)     "LANDLORD" means [INSERT NAME OF LANDLORD] and includes the
                party in whom the reversion immediately expectant on the
                determination of the Term (as that expression is defined in the
                Lease) is for the time being vested

        (e)     "LEASE" means [INSERT DETAILS OF LEASE] and includes all or any
                deeds and documents made pursuant to or supplemental to that
                lease whether or not expressed to be so

5.2     INTERPRETATION

        (a)     Expressions used but not defined in this agreement have the
                meanings given to them in the Lease

        (b)     At any time when the Assigning Tenant or the Landlord comprises
                two or more parties such expressions shall include all or either
                of any such parties and obligations expressed or implied to be
                made by or with any of them shall be deemed to be made by or
                with such parties jointly and severally

6.      RECITALS

6.1     The reversion immediately expectant on the determination of the Term is
        vested in the Landlord

6.2     The Term is vested in the Assigning Tenant who wishes to enter into the
        Assignment

                                       31
<PAGE>

6.3     The Landlord is willing to consent to the Assignment on condition that
        the Assigning Tenant enters into this agreement as required by clause
        4.11(f) of the Lease

7.      COVENANT AND INDEMNITY BY ASSIGNING TENANT

7.1     In consideration of the Landlord consenting to the Assignment the
        Assigning Tenant covenants with the Landlord that:

        (a)     the Assignee (failing whom the Assigning Tenant) will at all
                times during the Authorised Guarantee Period duly perform and
                observe all the covenants on the part of the Tenant contained in
                the Lease (including without limitation the payment of the Rents
                and all other sums payable under the Lease) in the manner and at
                the times specified in the Lease and

        (b)     it will indemnify and keep indemnified the Landlord against all
                claims demands losses damages liability costs fees and expenses
                whatsoever sustained by the Landlord by reason of or arising in
                any way directly out of any default by the Assignee in the
                performance and observance of any of its obligations under the
                Lease or the payment of any rents or other sums payable under
                the Lease or arising as a result of the lease being disclaimed
                by a liquidator or trustee in bankruptcy or similar officer
                appointed to or in respect of the Assignee and having such power
                (each a "RELEVANT DISCLAIMER")

7.2     For the purposes of clause 3.1 above the Authorised Guarantee Period
        will be deemed to continue for the period specified in clause 1.1(e)
        notwithstanding that a Relevant Disclaimer occurs

8.      WAIVER BY ASSIGNING TENANT

        The obligations of the Assigning Tenant hereunder are to constitute a
        continuing security in addition to and without prejudice to any other
        rights which the Landlord may have and the Assigning Tenant hereby
        waives any right to require the Landlord to proceed against the Assignee
        or to pursue any other remedy whatsoever which may be available to the
        Landlord before proceeding against the Assigning Tenant

9.      POSTPONEMENT OF CLAIMS BY ASSIGNING TENANT AGAINST ASSIGNEE

9.1     Unless otherwise instructed by the Landlord the Assigning Tenant will
        not claim or accept any payment or property in any liquidation
        bankruptcy composition or arrangement of the Assignee in competition
        with the Landlord nor seek to recover (whether directly or by way of
        set-off lien counterclaim or otherwise) any money or other property nor
        exercise any other right or remedy whatsoever in respect of any sum
        which may be or become due to the Assigning Tenant from the Assignee nor
        exercise any rights of subrogation or indemnity against the Assignee
        until in each such case all the Assigning Tenant's obligations hereunder
        have been performed and discharged in full

9.2     The Assigning Tenant will forthwith pay to the Landlord an amount equal
        to any set-off in fact exercised by it and will promptly pay or transfer
        to the Landlord any payment or distribution or benefit in fact received
        by it notwithstanding the terms of clause 5.1 above

9.3     The Assigning Tenant agrees that it will exercise any rights of
        subrogation against the Assignee and any rights to prove in a
        liquidation of the Assignee which it may have in accordance with the
        directions of the Landlord

10.     POSTPONEMENT OF PARTICIPATION BY ASSIGNING TENANT IN SECURITY

        The Assigning Tenant confirms it has not taken and undertakes it will
        not take from the Assignee any security in connection with its
        obligations hereunder and declares that any security so taken shall be
        held on trust for the Landlord and further the Assigning Tenant

                                       32
<PAGE>

        agrees that it shall not be entitled to participate in any security held
        by the Landlord in respect of the Assignee's obligations to the Landlord
        under the Lease nor to stand in the place of the Landlord in respect of
        any such security until all the obligations of the Assignee or the
        Assigning Tenant to the Landlord under or in relation to the Lease have
        been performed or discharged in full

11.     NO RELEASE OF ASSIGNING TENANT

        None of the following nor any combination thereof shall release
        determine discharge or in any way lessen or affect the liability of the
        Assigning Tenant hereunder or otherwise prejudice or affect the right of
        the Landlord to recover from the Assigning Tenant to the full extent of
        its obligations hereunder:

11.1    any extension of time given by the Landlord to the Assignee

11.2    the transfer of the Landlord's reversion or (subject to section 18 of
        the Landlord and Tenant (Covenants) Act 1995) any variation of the terms
        of the Lease (including any reviews of the Principal Rent) or the
        surrender of any part thereof provided that the Assigning Tenant has
        consented to such variation

11.3    the release of any person for the time being jointly or severally liable
        for the Assignee's obligations or liable as surety for the Assignee's
        obligations

11.4    any change in the constitution structure or powers of any of the
        Assignee the Assigning Tenant or the Landlord or the liquidation
        administration or bankruptcy (as the case may be) of any of the Assignee
        the Assigning Tenant or the Landlord

11.5    any legal limitation or any immunity disability or incapacity of the
        Assignee (whether or not known to the Landlord) or the fact that any
        dealings with the Landlord or the Assignee may be outside or in excess
        of the powers of the Assignee or the Assigning Tenant

11.6    the taking variation compromise renewal release or refusal or neglect to
        perfect or enforce any rights remedies or securities against the
        Assignee or any other person

11.7    any Relevant Disclaimer

12.     DISCLAIMER OR FORFEITURE OF LEASE

        The Assigning Tenant undertakes to the Landlord that:

        (a)     if a liquidator or trustee in bankruptcy or similar officer
                having such power shall disclaim or surrender the Lease or

        (b)     if the Lease shall be forfeited or

        (c)     if the Assignee shall cease to have legal existence

        then the Assigning Tenant shall if the Landlord by notice in writing
        given to the Assigning Tenant within six months after such disclaimer or
        other event occurs so requires accept from and execute and deliver to
        the Landlord a counterpart of a new lease of the Premises for a term
        commencing on the date of the disclaimer or other event and continuing
        for the residue then remaining unexpired of the Term (as specified in
        the Lease) such new lease to be at the cost of the Assigning Tenant and
        to be at the same rents and subject to the same covenants conditions and
        provisions as are contained in the Lease

13.     CUMULATIVE POWERS AND AVOIDANCE OF PAYMENTS

        The powers conferred on the Landlord hereunder are cumulative without
        prejudice to its powers under the general law and may be exercised as
        often as the Landlord thinks

                                       33
<PAGE>

        appropriate The Landlord may in connection with the exercise of its
        powers join or concur with any person in any transaction scheme or
        arrangement whatsoever

14.     REPRESENTATIONS

        The Assigning Tenant warrants and represents that it has full power to
        enter into the obligations and covenants hereunder and has taken all
        necessary corporate or other action required to authorise its execution
        of this agreement and that the provisions of this agreement constitute
        the legal valid and binding obligations of the Assigning Tenant

15.     BENEFIT OF GUARANTEE

15.1    The covenants undertakings and agreements of the Assigning Tenant
        hereunder shall enure for the benefit of the successors and assigns of
        the Landlord to the Lease without the necessity for any Assignment
        thereof to such successors and assigns

15.2    Without prejudice to clause 11.1 above the Landlord may Assign the
        benefit of the provisions of the Lease and the covenants undertakings
        and agreements of the Assigning Tenant hereunder to any third party and
        the Assigning Tenant shall join in such documents as may be necessary to
        effect such Assignment

16.     INTEREST ON LATE PAYMENT

        The Assigning Tenant will pay Interest on all sums payable by it to the
        Landlord hereunder

17.     WAIVER

        No delay or omission by the Landlord in exercising any right power or
        privilege hereunder shall impair such right power or privilege or be
        construed as a waiver of such right power or privilege

18.     INVALIDITY

        If at any time any one or more provisions of this agreement is or
        becomes invalid illegal or unenforceable in any respect under any law
        the validity legality and enforceability of the remaining provisions
        hereof shall not be in any way affected or impaired thereby IN WITNESS
        whereof this agreement has been executed as a deed on the date first
        above written

[EXECUTION CLAUSES TO BE ADDED AS REQUIRED]

                              [End of schedule [5]]

                                       34
<PAGE>

Executed as a Deed by ROYAL & SUN ALLIANCE                 )
INSURANCE PLC:                                             )
                                                           )

/s/  Jackie Fox


                                                 Attorney


Signed as a deed by eRESEARCHTECHNOLOGY LIMITED            )
acting by two directors or a director and the              )
company secretary:                                         )
                                                           )


            /s/ Bruce Johnson                     Director

          /s/  Hazel Pyper                  Director/Secretary

                                       35