<PAGE>

                                                                    Exhibit 4.21

                              DATED JANUARY 6, 2003

                            EUSTON ROAD HOTEL LIMITED

                                      -AND-

                  ACCOR UK BUSINESS AND LEISURE HOTELS LIMITED

                                      -AND-

                                    ACCOR SA

                                   ----------

                                      LEASE

                                       OF

                            The Shaw Park Plaza Hotel
                               100-110 Euston Road
                                     London
                                     NW1 2AJ

                                   ----------

                Term:       25 years (with options to renew)
                Commencing: The date hereof
                Rent:       L3,150,000 p.a. (subject to increase)

                                     (STAMP)

                                   JULIAN HOLY
                                 EMPEROR'S GATE
                               114A CROMWELL ROAD
                                 LONDON SW7 4ES
                            DX 44106 GLOUCESTER ROAD
                               TEL: 020 7370 5443
                               FAX: 020 7244 7371

<PAGE>

                                      INDEX

<TABLE>
<CAPTION>
CLAUSE                                                                      PAGE
------                                                                      ----
<S>                                                                         <C>
Definitions..............................................................     1
   Definitions...........................................................     1
   Construction and Interpretation.......................................     5
      Any Superior Landlord or Mortgagee.................................     5
      Entry to the Premises..............................................     6
      Indemnities........................................................     6
      Successors to original parties.....................................     7
      Tenant's covenants.................................................     7
      Joint and several obligations......................................     7
      Tenant's default...................................................     7
      This Lease.........................................................     7
      Statutes ..........................................................     7
      Premises ..........................................................     8
      Effect of the 1995 Act.............................................     8
      Tenant's insurance obligations.....................................     8
      Gender singular and plural.........................................     8
      Particulars contents and headings..................................     8
Demise And Rents.........................................................     8
Tenant's Covenants.......................................................     9
   To pay rent...........................................................     9
   To pay interest on overdue monies.....................................     9
   To pay outgoings and supplies.........................................    10
   Insurance Obligations.................................................    10
   To repair.............................................................    12
   To decorate exterior..................................................    12
   To decorate interior..................................................    12
   To clean and treat surfaces...........................................    12
   To comply with notices to repair......................................    13
   To permit entry.......................................................    13
   Not to introduce dangerous things or allow contamination..............    13
   Not to overload.......................................................    14
   Not to harm drains....................................................    14
   User .................................................................    14
   Not to make alterations...............................................    15
   Not to prejudice easements............................................    16
   Alienation............................................................    17
   Assignment............................................................    17
   Underletting..........................................................    21
   To give details of underleases........................................    24
</TABLE>

<PAGE>

<TABLE>
<S>                                                                         <C>
   Registration..........................................................    24
   To pay Landlord's costs...............................................    25
   To observe statutory requirements.....................................    25
   Planning .............................................................    26
   To inform Landlord of notices.........................................    27
   To inform Landlord of contaminants and defects........................    27
   Indemnities...........................................................    27
   Applications for consent..............................................    28
   To remedy breaches by undertenants....................................    28
   Yielding up...........................................................    28
   To pay VAT............................................................    29
   Reimbursement of VAT..................................................    29
   Substitution of surety................................................    30
   Superior title restrictions...........................................    30
Surety's Covenants.......................................................    30
Landlord's Covenants.....................................................    30
   Quiet enjoyment.......................................................    30
   Insurance.............................................................    31
Provisos ................................................................    32
   Forfeiture............................................................    32
   Abatement of Rent.....................................................    33
   Determination.........................................................    33
   No implied easements..................................................    34
   Rights of light and air...............................................    34
   No restrictions on adjoining property.................................    34
   Acceptance of rent....................................................    35
   Arbitration...........................................................    36
   No compensation.......................................................    36
   Notices ..............................................................    36
   Representation........................................................    36
   Effect on waiver......................................................    36
   Release on Assignment of Reversion....................................    36
   Severance.............................................................    37
   Due dates.............................................................    37
Rent Increase............................................................    37
Tenant's Right Of First Refusal..........................................    37
Latent Defects...........................................................    38
Tenant's Option To Renew.................................................    41
</TABLE>

<PAGE>

<TABLE>
<S>                                                                         <C>
The Chattels.............................................................    42
Applicable Law...........................................................    42
Third Party Rights.......................................................    42
Agreement For Lease......................................................    42
Schedule 1...............................................................    43
Schedule 2...............................................................    44
Schedule 3...............................................................    46
Schedule 4...............................................................    48
Schedule 5...............................................................    51
</TABLE>

<PAGE>

                                   PARTICULARS

<TABLE>
<S>                           <C>
Date                          January 6, 2003

1.   the Landlord             EUSTON ROAD HOTEL LIMITED (company number 62798
                              Jersey) whose registered office is at Lord
                              Coutanche House 66-68 Esplanade St. Helier Jersey
                              JE2 3QB

2.   the Tenant               ACCOR UK BUSINESS AND LEISURE HOTELS LIMITED
                              (company number 1016187) whose registered office
                              is at 1 Shortlands Hammersmith London W6 8DR

3.   the Surety               ACCOR SA (company number B602036444) whose
                              registered office is at EVRY (91000) 2 Rue de la
                              Mare Neuve France

4.   the Premises             The Shaw Park Plaza Hotel 100-110 Euston Road
                              London NW1 2AJ more particularly described in
                              Schedule 1

5.   Contractual Term         25 YEARS from and including the Term Commencement
                              Date

6.   Term Commencement Date   The date hereof

7.   Rents                    The various rents reserved by Clause 2

8.   Rent Start Date          The Term Commencement Date

9.   Permitted Use            As an hotel with ancillary uses to include:-

                              (i)  retail outlets not exceeding 5 in number and
                                   not accommodating more than 2,000 square feet
                                   of net usable area in the aggregate;

                              (ii) the use of the existing theatre for all
                                   purposes ordinarily associated with a
                                   theatre;

                              (iii) the holding of conferences for all purposes;

                              (iv) the holding of educational gatherings for all
                                   purposes;

                              (v)  the holding of social leisure and religious
                                   functions;
</TABLE>

<PAGE>

<TABLE>
<S>                           <C>
                              (vi) restaurants and other facilities for the sale
                                   of food and beverages of all descriptions to
                                   both guests within the hotel and the public
                                   at large;

                              (vii) such other uses as may from time to time be
                                   reasonably considered to be commensurate with
                                   the principal use of the Premises as a high
                                   class hotel.
</TABLE>

<PAGE>

THIS LEASE is made on the date stated at the head of the Particulars and between
the parties specified therein

1    DEFINITIONS

     1.1  DEFINITIONS

          In this Lease the expressions in the first column of the Particulars
          have the meanings given in the second column and the following words
          and expressions have the following meanings:

          1.1.1 ASSOCIATED COMPANY means any company which is (in relation to
               another company) its parent undertaking or its subsidiary
               undertaking or a subsidiary undertaking of its parent undertaking
               or any other person controlled by or under the same control
               direct or indirect and PARENT UNDERTAKING and SUBSIDIARY
               UNDERTAKING shall have the meanings given in Sections 258 and 259
               of the Companies Act 1985

          1.1.2 CHATTELS means all of the chattels, equipment, fittings and
               other things (not being in the nature of landlord's fixtures and
               fittings) presently within the Premises and used or capable of
               being used for the purposes of carrying on therefrom the business
               of a modern high class 4 Star (or equivalent) hotel in accordance
               with all aspects of the Permitted Use as the same are specified
               in the Inventory of Chattels annexed hereto

          1.1.3 CONDUITS means all sewers drains pipes gulleys gutters ducts
               flues watercourses channels subways wires cables and other
               conducting media of whatsoever nature

          1.1.4 FULL COST OF REINSTATEMENT shall mean the reasonable and proper
               costs (including the cost of shoring up demolition and site
               clearance architects' surveyors' and other professional fees and
               incidental expenses with VAT thereon in each case) which would be
               likely to be incurred in or as a result of rebuilding or
               reinstating the Premises in accordance with the requirements of
               this Lease at the time when such rebuilding or reinstatement is
               likely to take place having regard to all relevant factors
               including any increases in building costs expected or anticipated
               to


                                                                               1

<PAGE>

               take place at any time up to the date upon which the Premises
               shall be fully rebuilt or reinstated

          1.1.5 GROUP COMPANY means any company which falls within the same
               group as another company or its holding company, including
               (without limitation) any of the following:

               (a)  all subsidiaries of such company or its holding company

               (b)  any holding company

               (c)  any company which is another subsidiary of any holding
                    company

               in each case within the meaning of Sections 736 and 736A of the
               Companies Act 1985

          1.1.6 INFERIOR LEASE means the sublease brief details of which are set
               out in Part 4 of Schedule 3

          1.1.7 INITIAL RENT means THREE MILLION ONE HUNDRED AND FIFTY THOUSAND
               POUNDS per annum (L3,150,000 p.a.) (exclusive of VAT)

          1.1.8 INSURED RISKS means risks in respect of loss, damage or
               destruction by fire, storm, lightning, earthquake, explosion,
               riot, civil commotion, strikes, labour and political disturbances
               and malicious damage, terrorism, aircraft and other aerial
               devices or articles dropped therefrom, tempest, flood, bursting
               or overflowing of water tanks, apparatus or pipes and impact by
               road vehicles, subsidence, ground slip and heave (to the extent
               that insurance against such risks may ordinarily be arranged in
               the United Kingdom insurance market) and also against third party
               risks and property owner's liability and such other risks
               (whether or not of a like kind) or insurance (not being those
               against which the Tenant shall also have insured in accordance
               with its obligations in that regard contained in this Lease) as
               the Landlord may from time to time deem to


                                                                               2

<PAGE>

               be desirable but subject in every case to such normal excesses
               exclusions and limitations from time to time imposed by the
               Insurers

          1.1.9 INSURERS means the insurance office or underwriters with whom
               the insurance cover referred to in Clause 5.2 is effected

          1.1.10 LANDLORD shall include the person for the time being entitled
               to the reversion immediately expectant on the determination of
               the Term

          1.1.11 LANDLORD'S SURVEYOR means an associate or fellow of the Royal
               Institution of Chartered Surveyors who is a partner or director
               in a firm or company (as the case may be) of chartered surveyors
               experienced in all aspects of property in the nature and in the
               location of the Premises or alternatively a surveyor in the
               employ of the Landlord with equivalent professional and practical
               qualifications who shall in all matters act as an independent
               expert and owe a duty as such to both the Landlord and the Tenant
               and has adequate professional indemnity cover (including run-off
               cover)

          1.1.12 this LEASE means this lease and any document which is
               supplemental hereto or which is collateral herewith or which is
               entered into pursuant to or in accordance with the terms of this
               Lease

          1.1.13 LOCAL AUTHORITY means a county council a district council a
               London borough council a parish or community council a county
               borough council or any joint or unitary authority and any other
               body falling within the definition of local authority in Section
               336 of the Town and Country Planning Act 1990 (as amended from
               time to time)

          1.1.14 LOSS OF RENT means the loss of the Yearly Rent for 36 calendar
               months

          1.1.15 PLANNING ACTS means Town and Country Planning Act 1990 Planning
               (Listed Buildings and Conservation Areas) Act 1990 Planning
               (Hazardous Substances)


                                                                               3

<PAGE>

               Act 1990 and Planning (Consequential Provisions) Act 1990

          1.1.16 PREMISES means the land and premises described in Schedule 1
               and each and every part thereof together with the appurtenances
               thereto belonging and together also with any buildings and
               erections and each and every part thereof now or hereafter
               erected or in the course of erection thereon or on any part
               thereof together with all additions alterations and improvements
               thereto which may be carried out during the Term and shall also
               include all landlord's fixtures and fittings from time to time in
               and about the same and the Chattels

          1.1.17 PRESCRIBED RATE means a rate of interest being 3% above the
               Base Rate from time to time of Barclays Bank Plc or over such
               other rate as may from time to time replace the same or over such
               other rate as the Landlord may from time to time reasonably
               require

          1.1.18 QUARTER DAY means each of 25th March 24th June 29th September
               and 25th December in each year and references to QUARTER DAYS and
               USUAL QUARTER DAYS shall be construed accordingly

          1.1.19 SUPERIOR LANDLORD means any person who at any time holds an
               interest in reversion (whether or not immediate) to any lease
               under which the Landlord may at any time hold its interest in the
               Premises and SUPERIOR LEASES shall be construed accordingly

          1.1.20 SURETY means any person for the time being guaranteeing the
               obligations of the Tenant and in the case of an individual shall
               include his personal representatives

          1.1.21 TENANT shall include its successors in title and in the case of
               an individual shall include his personal representatives

          1.1.22 TERM means the Contractual Term together with any continuation
               thereof or of the tenancy (whether under an Act of Parliament or
               by the Tenant holding over


                                                                               4

<PAGE>

               or for any other reason) arising therefrom but in respect of such
               period of continuation or holding over to apply only to those
               obligations of the Tenant in occupation at such time including
               for the avoidance of doubt any extension under the terms of this
               Lease

          1.1.23 VAT means value added tax as provided for in the Value Added
               Tax Act 1994 and legislation (delegated or otherwise)
               supplemental thereto and any similar tax replacing or introduced
               in addition to the same

          1.1.24 WORKING DAY means any day (except Saturday or Sunday) when the
               United Kingdom clearing banks are open for business in the City
               of London

          1.1.25 YEARLY RENT means the Initial Rent or the rent payable from
               time to time in accordance with the provisions of Clause 7 and
               Schedule 2

          1.1.26 1927 ACT means the Landlord and Tenant Act 1927

          1.1.27 1954 ACT means the Landlord and Tenant Act 1954 (as amended)

          1.1.28 1995 ACT means the Landlord and Tenant (Covenants) Act 1995

     1.2  CONSTRUCTION AND INTERPRETATION

          The following rules of construction and interpretation apply to each
          and every part of this Lease:

          1.2.1 ANY SUPERIOR LANDLORD OR MORTGAGEE

               In the following cases references to "the Landlord" are to be
               construed as extending to any Superior Landlord and to any
               mortgagee of the Landlord or of any Superior Landlord:

               (a)  where there are rights easements exceptions and reservations
                    in favour of or exercisable by the Landlord

               (b)  where there is an obligation to obtain the


                                                                               5

<PAGE>

                    approval or consent of the Landlord or to give notice to the
                    Landlord (but nothing in this Lease is to be construed as
                    implying that consent or approval of any Superior Landlord
                    or mortgagee will not be unreasonably withheld)

               (c)  where there is provision for repayment of any expenses to
                    the Landlord

               (d)  where there are any indemnities in favour of the Landlord

          1.2.2 ENTRY TO THE PREMISES

               (a)  Any right granted to or reserved by the Landlord to enter
                    the Premises is to be construed as extending to all persons
                    authorised by the Landlord and by any Superior Landlord and
                    by any mortgagee of either of them and as a right to enter
                    with or without workmen equipment and materials

               (b)  Authority given by the Tenant to enter the Premises after a
                    reasonable or other specified period of notice extends (if
                    justified by the circumstances) to entry after a shorter
                    period of notice or to entry without any notice

          1.2.3 INDEMNITIES

               Any indemnities given by the Tenant are to be construed as
               obligations to keep the specified persons indemnified against
               legal liability in respect of all proceedings damages penalties
               costs expenses claims and demands arising directly as a result of
               a relevant act omission or default of the Tenant


                                                                               6

<PAGE>

          1.2.4 SUCCESSORS TO ORIGINAL PARTIES

               References to "the Landlord" include the person for the time
               being entitled to the reversion immediately expectant on the
               determination of the Term (or where such person or the Landlord
               is an individual his personal representatives) and to "the
               Tenant" include the successors in title and assigns of the Tenant
               (or where the Tenant is an individual his personal
               representatives) and to "the Surety" (if any) include the
               personal representatives of any such person (if an individual)

          1.2.5 TENANT'S COVENANTS

               Any covenant by the Tenant not to do any act or thing is where
               appropriate to be construed additionally as a covenant by the
               Tenant not to permit or suffer such act or thing to be done by
               any other person being an agent servant invitee or licensee

          1.2.6 JOINT AND SEVERAL OBLIGATIONS

               Where the Landlord or the Tenant or the Surety (if any) at any
               time consists of more than one person obligations expressed or
               implied on the part of such party are joint and several
               obligations

          1.2.7 TENANT'S DEFAULT

               Unless the context otherwise requires where in this Lease there
               is reference to the consequences of the Tenant's acts omissions
               and defaults all references to "the Tenant" include references to
               the Tenant's undertenants or their respective agents servants
               invitees or licensees and to anyone at the Premises with the
               express or implied authority of the Tenant or its undertenants

          1.2.8 THIS LEASE

               This Lease is to be construed and interpreted as incorporating
               any variation addition or qualification which is expressed to
               relate to it contained in any deed made between the Landlord and
               the Tenant whether or not any person who is the Surety is a party
               and including but not limited to all licences granted by the
               Landlord to the Tenant but not so as to impose upon any person
               liability under this Lease which would be precluded by s.18 of
               the Landlord and Tenant (Covenants) Act 1995

          1.2.9 STATUTES

               Except for any references to the Town and Country Planning (Use
               Classes) Order 1987 (if any) any reference to any statute
               includes any modification extension or re-enactment of such
               statute for the time being in force and any instruments
               regulations directions orders or permissions made under it


                                                                               7

<PAGE>

          1.2.10 PREMISES

               References to the Premises (except Clauses 3.18, 3.19 and 3.20)
               shall be construed as extending to any part of the Premises

          1.2.11 EFFECT OF THE 1995 ACT

               Wherever and to the extent that any provision of this Lease would
               or might contravene the provisions of s.25 of the 1995 Act then:

               (a)  such provision is to take effect only in so far as it may do
                    so without contravening s.25 of the 1995 Act and

               (b)  where such provision is incapable of having any effect
                    without contravening s.25 of the 1995 Act this Lease is to
                    be construed and interpreted as if such provision were
                    deleted and

               (c)  the legality validity and enforceability of any of the
                    remaining provisions of this Lease is not in any way to be
                    affected or impaired as a result

          1.2.12 TENANT'S INSURANCE OBLIGATIONS

               Any insurance policy shall be deemed to have been "voided" if it
               has been rendered void or vitiated or if payment of any policy
               monies has been refused in whole or part by reason of any act
               omission neglect or default of the Tenant its undertenants or
               their respective agents servants invitees or licensees

          1.2.13 GENDER SINGULAR AND PLURAL

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

          1.2.14 PARTICULARS CONTENTS AND HEADINGS

               The particulars form part of this Lease but the clause paragraph
               and schedule headings and any table of contents are not to be
               taken into account in the construction and interpretation of this
               Lease

2    DEMISE AND RENTS

     In consideration of the rents reserved by and the Tenant's covenants and
     conditions contained in this Lease the Landlord DEMISES the Premises to the
     Tenant TOGETHER


                                                                               8

<PAGE>

     WITH the easements and other rights (in common with the Landlord and all
     other persons having its express or implied authority and all other persons
     having like rights) specified in Part 1 of Schedule 3 EXCEPTING AND
     RESERVING to the Landlord (and all other persons authorised by the Landlord
     from time to time during the Term) the easements and other rights specified
     in Part 2 of Schedule 3 TO HOLD the Premises unto the Tenant from and
     including the Term Commencement Date for the Term SUBJECT (a) to all rights
     easements quasi-easements and privileges to which the Premises are or may
     be subject and (b) the matters set out in Part 3 of Schedule 3 AND SUBJECT
     to and with the benefit of the Inferior Lease YIELDING AND PAYING to the
     Landlord as rent:

     2.1  FIRSTLY throughout the Term (and proportionately for any part of a
          year) the Yearly Rent (increasing in accordance with the provisions of
          Clause 7 and Schedule 2) to be paid in advance by equal quarterly
          instalments on the usual Quarter Days the first instalment or a
          proportion thereof (calculated on a daily basis) in respect of the
          period beginning on the Rent Start Date and ending on the day
          immediately preceding the next Quarter Day to be paid on the date of
          this Lease

     2.2  SECONDLY by way of additional rent on receipt of a written demand
          therefor the cost to the Landlord of insuring the Premises against the
          Insured Risks and of effecting the Loss of Rent insurance and the
          reasonable and proper cost of valuing the Premises for insurance
          purposes from time to time (but not more than once in any twelve month
          period)

     2.3  THIRDLY by way of additional rent on demand the moneys referred to in
          Clause 3.2

     2.4  FOURTHLY by way of additional rent all VAT for which the Landlord is
          or may become liable on the supply by the Landlord to the Tenant under
          or in connection with this Lease of the interest created by it and of
          any other supplies (whether of goods or services) including (but not
          limited to) all rents and other sums payable under this Lease such VAT
          to be paid at the same time as the sums to which it relates

3    TENANT'S COVENANTS

     The Tenant HEREBY COVENANTS with the Landlord as follows:

     3.1  TO PAY RENT

          To pay the Rents reserved by this Lease at the times and in the manner
          set out in this Lease without any deduction set-off or counterclaim
          (save as required by law)

     3.2  TO PAY INTEREST ON OVERDUE MONIES

          That without prejudice to any other right remedy or power contained in
          this Lease or otherwise available to the Landlord if any Yearly Rent
          shall not be received on the due date or any other Rents shall not be
          received within 14 days of the due date for payment thereof then in
          any such case to pay on receipt of written demand to the Landlord
          interest thereon at the Prescribed Rate (to be


                                                                               9

<PAGE>

          compounded on the usual Quarter Days) from the date when the same
          became due until payment thereof is received (as well after as before
          any judgment)

     3.3  TO PAY OUTGOINGS AND SUPPLIES

          3.3.1 To bear pay and discharge all existing and future rates taxes
               duties charges assessments impositions and outgoings whatsoever
               (whether parliamentary parochial local or otherwise and whether
               or not of a capital or non-recurring nature) which now are or may
               at any time hereafter during the Term be charged levied assessed
               or imposed upon or properly apportioned by the Landlord's
               Surveyor (acting properly) to the Premises or upon the owner or
               occupier in respect thereof PROVIDED ALWAYS that the foregoing
               shall not extend to payment of any tax payable only as a direct
               result of any dealing by the Landlord with its reversionary
               interest in the Premises

          3.3.2 Where a separate supply is provided to the Premises to pay the
               supplier and to indemnify the Landlord against all charges for
               electricity gas water sewage telecommunications data and other
               supplies consumed on the Premises and to pay all equipment rents

     3.4  INSURANCE OBLIGATIONS

          3.4.1 Not to do or omit or suffer to be done or omitted anything which
               may make void or voidable any policy of insurance of the Premises
               Provided that the Landlord shall have first provided the Tenant
               with a copy of the relevant current policy of such insurance

          3.4.2 To comply with the reasonable and proper requirements and
               recommendations from time to time of the Insurers

          3.4.3 To notify the Insurers and the Landlord forthwith on the
               occurrence of any damage occasioned by any Insured Risk at the
               Premises

          3.4.4 To notify the Landlord of any new landlord's fixtures and
               fittings installed from time to time in the Premises by the


                                                                              10

<PAGE>

               Tenant or any undertenant which may affect any insurances

          3.4.5 In the event of the Premises or any part thereof being damaged
               or destroyed by any of the Insured Risks at any time during the
               Term and the insurance money under any policy of insurance
               effected thereon being wholly or partially voided then and in
               every such case the Tenant will forthwith pay to the Landlord the
               whole or (as the case may require) the voided proportion of the
               cost of rebuilding and reinstating the same

          3.4.6 To insure and at all times keep insured the Premises against all
               Tenant's third party public and occupiers liability risks for a
               sum to be first approved by the Landlord being not less than Five
               million pounds (L5,000,000) for any one occurrence and to effect
               such insurance in some reputable insurance office and upon every
               request by the Landlord (such request not to be made more than
               once in any 12 month period) forthwith to produce particulars of
               the policy of such insurance and the receipt for every premium
               for the then current year payable in respect of such policy
               PROVIDED ALWAYS THAT if and whenever default shall be made in
               making and keeping on foot such insurance as aforesaid or in
               producing in the manner aforesaid such evidence or policy or
               receipt as aforesaid the Landlord may effect and maintain such
               insurance and the Tenant shall repay all monies paid by the
               Landlord for that purpose to the Landlord within 14 days of
               demand and the cost thereof shall be a debt due from the Tenant
               to the Landlord and be forthwith recoverable by action PROVIDED
               ALWAYS THAT for so long only as this Lease is vested in Accor UK
               Business and Leisure Hotels Limited or any Group Company thereof
               then the aforesaid obligations of the Tenant to adduce evidence
               of the existence of insurance shall be deemed discharged by the
               unconditional written confirmation by the Tenant that the terms
               of this Clause 3.4.6 are being complied with


                                                                              11
<PAGE>

          3.4.7 Other than in accordance with Clause 3.4.6 not to effect any
               insurance policy to cover the Insured Risks but if in breach of
               this covenant to pay to the Landlord all monies received under
               such policy in connection with the Landlord's obligations under
               Clause 5.2 of this Lease

     3.5  TO REPAIR

          At all times during the Term to keep the Premises in good and
          substantial repair and condition and to maintain renew and replace
          (where uneconomical to repair) the same damage or destruction by any
          of the Insured Risks excepted (unless and to the extent that the
          relevant insurance policy has been voided) PROVIDED THAT nothing
          herein shall require the Tenant to keep the Premises in a better state
          of repair than the same are now in as is evidenced by the Schedule of
          Condition and Inventory of Chattels annexed hereto

     3.6  TO DECORATE EXTERIOR

          As often as shall reasonably be necessary during the Term (having
          regard to the proposed use of the Premises as a high class hotel) to
          properly prepare and thereafter to paint in a good and workmanlike
          manner with two coats at least of good quality paint of a colour which
          if different from the present colour shall be previously approved in
          writing by the Landlord's Surveyors (such approval not to be
          unreasonably withheld) all the exterior parts of the Premises as are
          usually or ought to be painted

     3.7  TO DECORATE INTERIOR

          As often as shall reasonably be necessary during the Term (having
          regard to the proposed use of the Premises as a high class hotel) to
          properly prepare and thereafter to paint with two coats at least of
          good quality paint and to treat varnish decorate paper and plaster all
          the interior parts of the Premises as are usually or ought to be
          painted treated varnished papered or plastered and generally to
          redecorate throughout restoring and making good the Premises and to
          carry out all the works required by this Clause 3.7 in a good and
          workmanlike manner and in the last year of the Term (howsoever
          determined save where the same is extended pursuant to clause 10) such
          paintings and decorations to be executed in such colours and materials
          as the Landlord's Surveyors may reasonably require

     3.8  TO CLEAN AND TREAT SURFACES

          As often as may be reasonably necessary to clean treat and wash in an
          appropriate manner all materials surfaces and finishes of the Premises
          which ought normally to be so cleaned treated and washed

     3.9  TO KEEP PREMISES CLEAN AND TIDY

          3.9.1 To keep the Premises in a clean and tidy condition

          3.9.2 To keep all refuse waste and rubbish in a


                                                                              12

<PAGE>

               suitable container or containers on the Premises or where the
               Landlord directs acting reasonably

     3.10 TO COMPLY WITH NOTICES TO REPAIR

          Well and substantially to repair and make good all defects and wants
          of reparation repair or renewal of which notice in writing shall be
          given to or left on the Premises for the Tenant by the Landlord and
          for which the Tenant is liable hereunder and to commence the same
          within three calendar months after the receipt or leaving of such
          notice (or sooner if necessary) and if the Tenant shall fail to comply
          with any such notice within a reasonable time for so doing it shall be
          lawful (but not obligatory) for the Landlord (without prejudice to the
          right of re-entry hereinafter contained) to enter upon the Premises to
          make good the same at the cost of the Tenant which cost together with
          all Solicitors' and Surveyors' charges and other reasonable and proper
          expenses and losses which may be incurred by the Landlord in
          connection therewith shall be repaid by the Tenant to the Landlord on
          demand

     3.11 TO PERMIT ENTRY

          To permit the Landlord and its agents and all persons authorised by
          them at all reasonable times with or without workmen on giving
          reasonable notice (except in emergency) to the Tenant to enter upon
          the Premises for the purpose of ascertaining that the covenants and
          conditions of this Lease have been observed and performed and to view
          the state of repair and condition thereof and to take a schedule of
          the Landlord's fixtures and of any dilapidations and to exercise the
          rights excepted and reserved by this Lease

     3.12 NOT TO INTRODUCE DANGEROUS THINGS OR ALLOW CONTAMINATION

          3.12.1 Not to bring into the Premises or to place or store or permit
               to remain in or about the Premises any article or thing which is
               or may become dangerous offensive combustible inflammable
               radioactive explosive harmful polluting or contaminating other
               than items which are used normally in connection with the
               Permitted Use

          3.12.2 To ensure that the Premises are not contaminated during the
               Term and to carry out or cause to be carried out all works and
               actions necessary to remove any such contamination and restore
               the Premises to a condition as though such contamination had not
               taken place and not to do anything on or relating to the Premises
               which does or might cause any pollution or contamination of any
               other premises or the environment


                                                                              13

<PAGE>

          3.12.3 To obtain any authorisation licence consent or permission
               required under any legislation relating to pollution or
               contamination of the environment with respect to any use of or
               action or activity on the Premises before such use action or
               activity commences or occurs but not to implement any such
               authorisation licence consent or permission until it and any
               conditions attaching to it have been approved by the Landlord

     3.13 NOT TO OVERLOAD

          Not to place in the Premises or to place or to carry in the lifts (if
          any) in the building any articles in such position or in such quantity
          or weight or otherwise in such manner howsoever as to overload or
          cause damage to the Premises or the lifts and not to overload the
          electrical wiring or installation or other Conduits in the Premises

     3.14 NOT TO HARM DRAINS

          Not to allow to pass into the Conduits serving the Premises any
          noxious or deleterious effluent or other substance which might cause
          any obstruction in or harm to the Conduits

     3.15 USER

          3.15.1 Not to carry on or use the Premises for any noisy noisome
               offensive or dangerous trade manufacture business or occupation
               nor for any illegal or immoral purpose

          3.15.2 Not to use the Premises otherwise than for the Permitted Use
               without the prior written consent of the Landlord which consent
               shall not be unreasonably withheld or delayed

          3.15.3 The Tenant hereby acknowledges and admits that notwithstanding
               the foregoing provisions the Landlord does not thereby or in any
               other way give or make nor has given or made at any other time
               any representation or warranty that any such use is or will be or
               will remain a permitted use within the provisions of the Planning
               Acts nor shall any consent in writing which the Landlord may
               hereafter give to any change of use be taken as including any
               such representation or warranty and that notwithstanding that any
               such use as aforesaid is not a permitted use within


                                                                              14

<PAGE>

               such provisions as aforesaid the Tenant shall remain fully bound
               and liable to the Landlord in respect of the obligations
               undertaken by the Tenant by virtue of this Lease without any
               compensation recompense or relief of any kind whatsoever

     3.16 NOT TO MAKE ALTERATIONS

          3.16.1 Not to make any alterations or additions whatsoever in or to
               the Premises (save for signage and minor internal non structural
               alterations) or to the Conduits exclusively serving the Premises
               without the previous consent in writing of the Landlord (not to
               be unreasonably withheld)

          3.16.2 When applying for the consent of the Landlord hereunder to
               supply to the Landlord four copies of plans and specifications
               showing the nature and extent of the alterations or additions
               which the Tenant wishes to carry out and to pay the Landlord in
               respect of all reasonable costs and expenses which the Landlord
               may incur whether by way of surveyors' or legal expenses in
               connection with the consideration approval and supervision of the
               alterations and additions and to carry out the said alterations
               or additions only in accordance with the plans and specifications
               approved in writing by the Landlord (such approval not be
               unreasonably withheld or delayed) and in accordance with all
               statutory and local authority and Insurers' requirements and
               recommendations

          3.16.3 In the event of the Tenant failing to observe this covenant it
               shall be lawful for the Landlord and its agents or surveyors with
               or without workmen and others and all persons authorised by the
               Landlord with all necessary materials and appliances to enter
               upon the Premises on reasonable prior notice (save in emergency)
               and remove any alterations or additions and execute such works as
               may be necessary to restore the Premises to their former state
               and the costs and expenses thereof together with all solicitors'
               and surveyors' charges and other expenses and losses of a


                                                                              15

<PAGE>

               direct nature which may be incurred by the Landlord in connection
               therewith shall be repaid by the Tenant to the Landlord on demand

     3.17 NOT TO PREJUDICE EASEMENTS

          3.17.1 Not by building or otherwise to stop up or darken any window or
               light in the Premises nor to stop up or obstruct any access of
               light enjoyed by the Premises to any adjoining or neighbouring
               premises nor permit any new wayleave easement right privilege or
               encroachment to be made or acquired into against or upon the
               Premises and in case any such easement right privilege or
               encroachment shall be made or attempted to be made to give
               immediate notice thereof to the Landlord and to permit the
               Landlord and its agents to enter upon the Premises for the
               purpose of ascertaining the nature of any such easement right
               privilege or encroachment and at the request of the Landlord but
               at the cost of the Tenant to adopt such means as may be
               reasonably required or deemed proper for preventing any such
               encroachment or the acquisition of any such easement right
               privilege or encroachment

          3.17.2 Not to give to any third party any acknowledgement that the
               Tenant enjoys the access of light to any of the windows or
               openings in the Premises by the consent of such third party nor
               to pay to such third party any sum of money nor to enter into any
               agreement with such third party for the purpose of inducing or
               binding such third party to abstain from obstructing the access
               of light to any windows or openings and in the event of any of
               the owners or occupiers of adjacent land or buildings doing or
               threatening to do anything which obstructs the access of light to
               any of the said windows or openings to notify the same forthwith
               to the Landlord and to permit the Landlord to bring such
               proceedings as it may think fit in the name of and at the cost of
               the Tenant against any of the owners and/or occupiers of the
               adjacent land in respect of the obstruction of the access of
               light to any of the


                                                                              16

<PAGE>

               windows or openings in the Premises

     3.18 ALIENATION

          3.18.1 Not (save as hereinafter permitted) to assign transfer mortgage
               charge underlet part with or share possession or occupation of
               the whole or any part of the Premises

          3.18.2 Not to part with or share possession of the whole or any part
               of the Premises or permit any company or person to have
               occupation or possession of the whole or any part of the Premises
               except by way of:

               (a)  an assignment or transfer of the whole of the Premises in
                    accordance with the provisions of Clause 3.19 or

               (b)  an underlease in accordance with the provisions of Clause
                    3.20

          3.18.3 Not to permit the Premises or any part of them to be held on
               trust for or by any person body or corporation

     3.19 ASSIGNMENT

          3.19.1 Not to assign any part or parts of the Premises (as opposed to
               the whole)

          3.19.2 Not to assign the whole of the Premises unless the
               circumstances and conditions set out in this Clause 3.19.2 (which
               the parties accept within the contemplation of Section 19(1A) of
               the 1927 Act) have been complied with and satisfied, namely:

               (a)  that all arrears of Rents and other monetary payments
                    properly due under the terms of this Lease have been paid
                    prior to the completion of the intended assignment

               (b)  that all other material breaches of the Tenant's covenants
                    and conditions in this Lease have been


                                                                              17

<PAGE>

                    remedied to the reasonable satisfaction of the Landlord

               (c)  that the Tenant has produced to the Landlord an undertaking
                    from its solicitors in such form as may be reasonable in the
                    circumstances to pay all fair and reasonable costs and
                    disbursements (including irrecoverable VAT) which may be
                    reasonably and properly incurred by the Landlord in
                    connection with the application for consent including
                    without prejudice to the generality of the foregoing its
                    solicitors' costs, surveyors' costs and the costs of any
                    accountants (in each case to be reasonable and proper)
                    employed to advise on whether the intended assignee
                    satisfies any financial criteria specified in this Lease or
                    is a person of such financial standing that it is reasonable
                    for the Landlord to grant licence for the assignment of this
                    Lease to it

               (d)  that the assignee (or any party guaranteeing the assignee in
                    the terms of Schedule 4) has continuously for a period of
                    three years immediately preceding the intended date of
                    completion of the proposed assignment held a credit rating
                    as described in Clause 3.19.3 or that the assignee (or any
                    party guaranteeing the assignee in the terms of Schedule 4)
                    is able to show to the reasonable satisfaction of the
                    Landlord that it would


                                                                              18

<PAGE>

                    have satisfied the criteria necessary to acquire and hold
                    such a credit rating throughout the said period of three
                    years if an application had been made to obtain such credit
                    rating

               (e)  that the Tenant (and any then current surety of the Tenant)
                    delivers to the Landlord a deed (being an authorised
                    guarantee agreement within Section 16 of the 1995 Act) in
                    substantially the form set out in Schedule 5 but subject to
                    such amendments as may be necessary to comply with Section
                    16 of the 1995 Act and/or reasonably required by the
                    Landlord.

          3.19.3 The credit rating above referred to shall (subject to Clauses
               3.19.4 and 3.19.5) be a credit rating equal to or better than
               that held by Accor SA at the date of the proposed assignment as
               determined by Standard & Poor's Ratings Group a division of
               McGraw Hill Inc ("S&P") or Moodys Investors Service ("Moody's")
               in respect of the senior unsecured and unguaranteed long-term
               debt obligations of Accor SA

          3.19.4 The credit ratings referred to in Clause 3.19.3 shall be
               determined in accordance with the rating criteria, mechanism and
               procedure adopted by S&P or Moody's (as appropriate) as at the
               date of this Lease PROVIDED THAT:

               (a)  if for any reason during the Term S&P or Moody's cease to
                    exist the relevant credit ratings for the purposes of Clause
                    3.19.3 shall be substituted with the equivalent credit
                    rating (determined by applying substantially similar rating
                    criteria, mechanism and


                                                                              19

<PAGE>

                    procedure as those employed at the date of this Lease by S&P
                    or (as the case may be) Moody's) assigned by such
                    alternative body or bodies as the Landlord shall in its
                    reasonable opinion determine as being reasonably equivalent
                    to S&P and/or Moody's (as the case may be) and which shall
                    be notified to the Tenant on application to the Landlord or

               (b)  if for any reason during the Term S&P or Moody's adopt a
                    rating criteria, mechanism or procedure which is materially
                    different to that in operation at the date of this Lease the
                    relevant credit rating for the purposes of Clause 3.19.3
                    shall be substituted with a credit rating equivalent to the
                    formerly designated rating (determined by applying
                    substantially similar rating criteria, mechanism and
                    procedure to those adopted at the date of this Lease by S&P
                    or (as the case may be) Moody's for determining such
                    formerly designated rating)

          3.19.5 Any dispute or question between the parties hereto concerning
               the rating criteria, mechanism or procedure that is adopted by
               S&P or Moody's (as the case may be) at the date of this Lease
               shall be referred at the request of either party for
               determination by a single arbitrator to be appointed either by
               agreement between the parties or in the absence of agreement to
               be appointed on the application of either party to the President
               for the time being of the Institute of Chartered Accountants in
               England and Wales and shall be


                                                                              20

<PAGE>

               determined in accordance with the Arbitration Act 1996 who shall
               have full power to determine what would have been the rating
               criteria mechanism and procedure had S&P or Moody's continued to
               provide the credit rating service that exists at the date of this
               Lease

          3.19.6 Subject as aforesaid the Tenant shall be permitted to assign
               the whole of the Premises with the prior written consent of the
               Landlord which shall not be unreasonably withheld or delayed

     3.20 UNDERLETTING

          3.20.1 Not to underlet or agree to underlet the whole or any part or
               parts only of the Premises otherwise than as provided in this
               Clause 3.20

          3.20.2 Not to underlet or agree to underlet the whole or any part of
               the Premises or permit any person to occupy or share occupation
               of the whole or any part of the Premises at a fine or premium nor
               at a rent which is less than the open market rent for the
               underlet premises nor to permit (by whatever means) the reduction
               of rent paid or payable by any undertenant

          3.20.3 Not to underlet or agree to underlet the whole or any part of
               the Premises without first procuring:

               (a)  that any intended undertenant shall covenant with the
                    Landlord as from the date of the underlease to observe and
                    perform the covenants and conditions contained in this Lease
                    (excluding the covenant to pay the Rents) and not to
                    underlet share or part with possession or occupation of the
                    underlet premises and not without the prior written consent
                    of the Landlord to assign the underlet premises and that
                    such covenants are included in the underlease


                                                                              21

<PAGE>

                    so far as they are applicable to the underlet premises

               (b)  that in any permitted underlease the rent shall be payable
                    no more than one quarter in advance and shall be subject to
                    open market review in an upward direction only at intervals
                    of not more than five years

               (c)  if reasonably required by the Landlord in the case of a
                    letting to a private limited company there is provided a
                    guarantor(s) reasonably acceptable to the Landlord for such
                    company who prior to such letting but with effect therefrom
                    (jointly and severally if more than one) shall enter into:

                    (i)  surety covenants with the Tenant in a similar form to
                         those set out in Schedule 4 and

                    (ii) a covenant with the Landlord to observe and perform
                         such surety covenants

          3.20.4 Not to underlet or agree to underlet or permit any undertenant
               to underlet any part (as opposed to the whole) of the Premises
               without first procuring that additionally:


                                                                              22

<PAGE>

               (a)  the provisions of sections 24 to 28 (inclusive) of the 1954
                    Act are excluded from the underletting pursuant to a prior
                    Order of a Court of competent jurisdiction and

               (b)  following the grant of such underlease the total number of
                    lettings of the Premises (including this Lease but excluding
                    franchises granted in accordance with clause 3.20.8 hereof)
                    then extant is no more than 6

               (c)  any such underlease shall contain provisions enabling the
                    Tenant (as lessor) to recover from the undertenant a due
                    proportion of the cost of insuring repairing decorating and
                    operating the Premises

          3.20.5 Subject as aforesaid the Tenant shall be permitted to underlet
               the Premises as a whole or in part with the prior written consent
               of the Landlord which shall not be unreasonably withheld or
               delayed

          3.20.6 In relation to any underlease not without the prior written
               consent of the Landlord (which shall not be unreasonably withheld
               or delayed) to:

               (a)  waive or vary any provisions of an underlease

               (b)  accept a surrender of part only of any underlet premises

          3.20.7 Nothing in this Lease shall prevent the Tenant from sharing the
               use or occupation of the Premises or any part of the Premises
               with any Associated Company or Group Company of the Tenant
               PROVIDED THAT:


                                                                              23

<PAGE>

               (a)  no relationship of landlord and tenant giving rise to
                    security of tenure is created at any time

               (b)  the Tenant shall give to the Landlord not less than one
                    month's prior written notice of such proposed occupation and
                    the cessation thereof and

               (c)  any such occupation of the Premises or any part thereof
                    shall cease upon the Associated or Group Company in
                    occupation ceasing to be an Associated or Group Company
                    whereupon such company shall forthwith vacate the Premises
                    or such part thereof of which it is in occupation

          3.20.8 Nothing in this Lease shall prevent the Tenant from using the
               Premises for the Permitted Use or from granting franchises (not
               being tenancies or otherwise affording security of tenure) in
               respect of any retail accommodation lawfully within the Premises
               from time to time or from concluding operating agreements (not
               being tenancies or otherwise affording security of tenure) for
               the use of the theatre within the Premises

     3.21 TO GIVE DETAILS OF UNDERLEASES

          Whenever reasonably requested (but not more than twice in any calendar
          year) by the Landlord to supply a schedule of underleases or
          franchises granted in respect of the Premises (however remote) to
          include details of (i) the date (ii) the premises let (iii) the term
          (iv) the parties and (v) the rent

     3.22 REGISTRATION

          Within one month after the date of any assignment transfer or any
          underlease of the Premises or the execution of any mortgage or charge
          affecting this Lease as aforesaid or any assignment or transfer of any
          such mortgage or charge or underlease as aforesaid whether by deed
          assent or operation of law or otherwise to give written notice and to
          deliver a certified copy to the Landlord's solicitors (or as the
          Landlord may from time to time direct) of such assignment transfer
          underlease assignment of underlease mortgage charge transfer of
          mortgage or


                                                                              24

<PAGE>

          charge or devolution as aforesaid and to pay or cause to be paid to
          the Landlord's solicitors or as the Landlord may from time to time
          direct a reasonable fee not being less than Twenty-five pounds for the
          registration thereof

     3.23 TO PAY LANDLORD'S COSTS

          To pay to the Landlord on receipt of written demand all reasonable and
          proper direct costs charges expenses damages and losses (including but
          without prejudice to the generality of the foregoing solicitors' costs
          counsels' architects' and surveyors' and other professional fees and
          commissions payable to a bailiff) incurred by the Landlord:

          3.23.1 incidental to the preparation and service of a notice under
               Section 146 of the Law of Property Act 1925 and/or in or in
               contemplation of any proceedings under Section 146 or 147 of the
               said Act (whether or not any right of re-entry or forfeiture has
               been waived by the Landlord or a notice served under the said
               Section 146 is complied with by the Tenant or the Tenant has been
               relieved under the provisions of the said Act and notwithstanding
               forfeiture is avoided otherwise than by relief granted by the
               court)

          3.23.2 incidental to the preparation and service of a Schedule of
               Dilapidations at any time during or within 6 calendar months
               after the expiration or earlier determination of the Term
               relating to wants of repair for which the Tenant was responsible
               and which arose during the Term

          3.23.3 in connection with or procuring the remedying of any breach of
               covenant on the part of the Tenant or any person deriving title
               under the Tenant contained in this Lease

     3.24 TO OBSERVE STATUTORY REQUIREMENTS

          At all times and from time to time and at its own expense to execute
          all works as are or may under or in pursuance of any current Act of
          Parliament or European Community Law Regulation or Directive already
          or hereafter to be passed be directed or required to be done or
          executed upon or in respect of the Premises or the user thereof
          whether by the owner and/or the Landlord and/or the Tenant thereof or
          any person deriving title thereunder and to comply with all notices
          which may be served by the public local or statutory authority and not
          to do on the Premises any act or thing whereby the Landlord may become
          liable to pay any penalty imposed or to bear the whole or any part of
          any expenses incurred under any such Act as aforesaid


                                                                              25
<PAGE>

     3.25 PLANNING

          In relation to the Planning Acts:

          3.25.1 At all times during the Term to comply in all respects with the
               Planning Acts and to keep the Landlord indemnified in respect
               thereof

          3.25.2 Save in the case of signage or where permission has already
               been granted to alterations pursuant to clause 3.16 not to apply
               for any planning permission or other planning consent in respect
               of the Premises unless the application permission or other
               consent shall have been approved in writing by the Landlord such
               consent not to be unreasonably withheld or delayed

          3.25.3 Unless the Landlord shall otherwise direct to carry out before
               the expiration or determination of the Term (howsoever the same
               may be determined) any works stipulated to be carried out to the
               Premises by a date subsequent to such expiration or sooner
               determination as a condition of any planning permission which the
               Tenant has implemented or partially implemented

          3.25.4 Forthwith after receiving notice of the same to give full
               particulars to the Landlord of any order notice certificate
               designation direction or other such matter or any proposal
               therefor made given or issued to the Tenant by any competent
               authority under or by virtue of the Planning Acts affecting or
               capable of affecting the Premises and if so required by the
               Landlord to produce such matter or proposal therefor to the
               Landlord

          3.25.5 At the request of the Landlord to make or join with the
               Landlord in making such objection or representation against or in
               respect of any proposal referred to in the previous sub-clause as
               the Landlord shall deem expedient

          3.25.6 If called upon so to do to produce to the Landlord all plans
               documents and other evidence as the Landlord may reasonably
               require in order to satisfy itself that the provisions of this
               sub-clause have been


                                                                              26

<PAGE>

               complied with (but in any event not more than 4 copies)

          3.25.7 Not without the consent of the Landlord to enter into any
               planning obligation under Section 106 of the Town and Country
               Planning Act 1990

          3.25.8 Not without the consent of the Landlord to serve any notice
               under Part VI of the Town and Country Planning Act 1990

     3.26 TO INFORM LANDLORD OF NOTICES

          When the Tenant becomes aware of the happening of any occurrence or
          upon the receipt of any notice order requisition direction or other
          thing which may be capable of adversely affecting the Landlord's
          interest in the Premises the Tenant shall forthwith at its own expense
          deliver full particulars or a copy thereof to the Landlord

     3.27 TO INFORM LANDLORD OF CONTAMINANTS AND DEFECTS

          As soon as the Tenant becomes aware of the same to inform the Landlord
          immediately in writing of the existence of any contaminant or
          pollutant on or any defect in the Premises which might give rise to a
          duty imposed by common law or statute on the Landlord

     3.28 INDEMNITIES

          To indemnify the Landlord in respect of all actions proceedings costs
          claims and demands and any liability arising in any way directly out
          of:

          3.28.1 any act omission or negligence of the Tenant its undertenants
               or any persons at the Premises expressly or impliedly with the
               authority of the Tenant or its undertenants

          3.28.2 the use or occupation of the Premises

          3.28.3 any defect in the Premises caused by the execution of any
               alterations additions or repairs to the Premises by the Tenant
               its undertenants or any persons at the Premises expressly or
               impliedly with the authority of the Tenant or its undertenants

          3.28.4 third party claims which ought to have been covered by
               insurance effected by the Tenant pursuant to Clause 3.4.6

          3.28.5 anything now or during the Term attached to or brought onto the
               Premises by the


                                                                              27

<PAGE>

               Tenant its undertenants or any persons at the Premises expressly
               or impliedly with the authority of the Tenant or its undertenants

          3.28.6 any breach or non-observance (however remote) of any covenant
               on the part of the Tenant contained in this Lease

     3.29 APPLICATIONS FOR CONSENT

          Upon making an application for any consent or approval which is
          required under this Lease the Tenant shall disclose to the Landlord
          such information as the Landlord may reasonably require and shall pay
          on demand all reasonable and proper costs charges and expenses
          (including without limitation legal costs surveyors' fees
          disbursements and stamp duty) incurred by the Landlord resulting from
          all such applications by the Tenant whether such consent or approval
          is granted refused or offered subject to any qualifications or is
          withdrawn

     3.30 TO REMEDY BREACHES BY UNDERTENANTS

          In the event of a breach non-performance or non-observance of any of
          the covenants conditions agreements and provisions contained or
          referred to in this Lease by any undertenant or other person holding
          the Premises as undertenant of the Tenant forthwith upon discovering
          the same to take and institute at its own expense all necessary steps
          and proceedings to remedy such breach non-performance or
          non-observance

     3.31 YIELDING UP

          3.31.1 Immediately prior to the expiration or sooner determination of
               the Term at the cost of the Tenant:

               (a)  to replace any of the Landlord's fixtures and fittings which
                    shall be missing broken damaged or destroyed with others of
                    a similar character and of equal value

               (b)  to remove every moulding sign writing or painting of the
                    name or business of the Tenant or other occupiers from the
                    Premises and to remove all tenant's fixtures and fittings
                    furniture and effects from the Premises making good to the
                    reasonable satisfaction of the Landlord all damage


                                                                              28

<PAGE>

                    caused by any such removal

               (c)  if so requested by the Landlord to remove and make good all
                    alterations or additions made to the Premises at any time
                    during the Term and well and substantially to reinstate the
                    Premises in such manner as the Landlord shall reasonably
                    direct

          3.31.2 At the expiration or sooner determination of the Term
               (howsoever the same be determined but subject to the provisions
               of Clause 9) to yield up to the Landlord the Premises as an
               operational modern high class 4 Star (or equivalent) hotel in
               accordance with all aspects of the Permitted Use in such good and
               substantial repair and condition as shall be in accordance with
               the covenants on the part of the Tenant contained in this Lease
               together with all fixtures fittings improvements and additions
               which now are or may at any time hereafter be in or about the
               Premises (but excepting tenant's fixtures and fittings)

     3.32 TO PAY VAT

          To pay to the Landlord by way of additional rent on receipt of a valid
          VAT invoice any VAT at the rate for the time being in force that may
          be chargeable in respect of any rent or other payment made or other
          consideration or supply provided by the Tenant under the terms of or
          in connection with this Lease and in every case where an amount of
          money is payable or consideration is provided under this Lease such
          amount or consideration shall be regarded as being exclusive of all
          VAT which may from time to time be legally payable thereon and such
          VAT shall be payable on the due date for the payment of such amount or
          the provision of such consideration

     3.33 REIMBURSEMENT OF VAT

          In every case where the Tenant has agreed to reimburse the Landlord in
          respect of any payment made by the Landlord under the terms of or in
          connection with this Lease that the Tenant shall also reimburse any
          VAT paid by the Landlord on such payment unless the VAT is recoverable
          by the Landlord


                                                                              29

<PAGE>

     3.34 SUBSTITUTION OF SURETY

          To notify the Landlord within 28 days of any of the following events:

          3.34.1 If any surety being an individual (or if individuals any one of
               them) shall become bankrupt or make any assignment for the
               benefit of or enter into any arrangement with his creditors
               either by composition or otherwise or have a receiver appointed
               under the Mental Health Act 1983

          3.34.2 If any surety being an individual (or if individuals any one of
               them) shall die

          3.34.3 If any surety being a company (or if companies any one of them)
               shall be wound up either voluntarily (save for the purpose of
               amalgamation or reconstruction) or compulsorily or shall have a
               receiver or an administrative receiver appointed or shall for any
               reason be removed from the Register of Companies

          and within 56 days of any such requirement by the Landlord to procure
          that some other person or company reasonably acceptable to the
          Landlord shall execute a guarantee in the form set out in Schedule 4

     3.35 SUPERIOR TITLE RESTRICTIONS

          To observe and perform the covenants and other matters contained or
          referred to in the entries on the Register of the freehold title out
          of which this Lease is granted so far as the same affect the Premises
          and are still subsisting and capable of taking effect

4    SURETY'S COVENANTS

     The Surety HEREBY COVENANTS with the Landlord in the manner set out in
     Schedule 4

5    LANDLORD'S COVENANTS

     The Landlord HEREBY COVENANTS with the Tenant as follows:

     5.1  QUIET ENJOYMENT

          That the Tenant paying the rents hereby reserved and performing and
          observing the covenants and agreements on the part of the Tenant
          contained in this Lease shall and may peaceably hold and enjoy the
          Premises during the Term without any interruption by the Landlord or
          any person rightfully claiming through under or in trust for it


                                                                              30

<PAGE>

     5.2  INSURANCE

          5.2.1 At all times during the Term (save to the extent that such
               insurance shall be voided and subject to such exclusions and
               qualifications as the Insurers shall require) to insure and keep
               insured the Premises in some reputable insurance office on normal
               market terms against loss or damage by the Insured Risks in the
               Full Cost of Reinstatement and also against the Loss of Rent and
               whenever reasonably required (but not more frequently than once
               in every calendar year) to produce to the Tenant relevant details
               of such insurance and evidence of the payment for the last
               premium for the same and to ensure that the Tenant's interest is
               noted on the policy

          5.2.2 In the event the Premises or any part thereof shall be damaged
               or destroyed by any of the Insured Risks (and so long as such
               insurance shall not have been voided) as soon as practicable
               after the necessary labour and materials and any necessary
               permissions shall have been obtained (and having used reasonable
               endeavours to obtain such permissions) to cause all monies
               received in respect of such insurance (other than for the Loss of
               Rent) to be laid out in reinstating the Premises or the relevant
               part thereof (the Landlord making up any shortfall from its own
               resources) PROVIDED ALWAYS THAT:

               (a)  the Landlord shall not be under any obligation to insure any
                    fixtures or fittings installed by the Tenant which have
                    become part of the Premises unless the Tenant shall have
                    previously notified the Landlord in writing of such
                    installation together with the reinstatement value for
                    insurance purposes of such fixtures or fittings and the
                    Landlord has agreed in writing with the Tenant to effect
                    such insurance at the cost of the Tenant


                                                                              31

<PAGE>

               (b)  the covenant by the Landlord as to reinstatement shall be
                    satisfied if the Landlord provides in the premises so
                    reinstated accommodation as convenient and commodious as is
                    practicable but not necessarily identical to the Premises as
                    the same existed prior to such damage or destruction and

               (c)  if any competent authority shall refuse permission for or
                    otherwise lawfully prevent any rebuilding or reinstatement
                    of the Premises or any rebuilding or reinstatement shall be
                    otherwise impossible impracticable or frustrated all
                    relevant insurance monies (so far as not laid out as
                    aforesaid) shall as between the Landlord and the Tenant be
                    receivable by the Landlord for its own use and benefit
                    absolutely

          5.2.3 The Landlord will at all times liaise with the Tenant in respect
               of all aspects of the insurances effected pursuant to the terms
               of this clause 5 though on the clear understanding that the
               Landlord retains an absolute discretion at all times as to the
               amount terms conditions and locus of any cover that may be put in
               place

6    PROVISOS

     6.1  FORFEITURE

          Without prejudice to any other remedies and powers contained in this
          Lease or otherwise available to the Landlord:

          6.1.1 If the Rents or any part thereof shall at any time be in arrear
               for twenty one days after the same shall have become due (whether
               formally demanded or not) or

          6.1.2 If there shall be any material breach non-


                                                                              32

<PAGE>

               performance or non-observance of any of the covenants and
               conditions on the part of the Tenant contained in this Lease or

          6.1.3 If a Bankruptcy Order or an Administration Order is made in
               respect of the Tenant or

          6.1.4 If a resolution is passed or an Order is made for the winding-up
               of the Tenant otherwise than a member's voluntary winding-up of a
               solvent company for the purpose of amalgamation or reconstruction
               previously approved by the Landlord (such approval not to be
               unreasonably withheld) or

          6.1.5 If a receiver or administrative receiver is appointed over the
               whole or any part of the property assets or undertaking of the
               Tenant or

          6.1.6 If the Tenant is struck off the Register of Companies or is
               dissolved or (being a corporation or company incorporated outside
               Great Britain) is dissolved or ceases to exist under the laws of
               the country or state of its incorporation

          THEN and in any such case it shall be lawful for the Landlord at any
          time thereafter (and notwithstanding the waiver of any previous right
          of re-entry) to re-enter into and upon the Premises or any part
          thereof in the name of the whole whereupon this Lease shall absolutely
          cease and determine but without prejudice to any rights or remedies of
          the Landlord in respect of any antecedent breach of any of the
          covenants or conditions contained in this Lease

     6.2  ABATEMENT OF RENT

          If the Premises or any part thereof or access thereto or services
          benefiting the same shall be destroyed or damaged by any of the
          Insured Risks against which the Landlord covenants to maintain
          insurance so as to be unfit for occupation and use (and provided that
          the policy or policies of insurance effected by the Landlord in
          respect of the Loss of Rent and/or the cost of reinstatement shall not
          have been voided) the Yearly Rent (or a fair proportion thereof
          according to the nature and extent of the damage sustained) shall be
          suspended from the date of the damage or destruction until the
          Premises shall have again been rendered fit for occupation and use and
          in the event of there being some disagreement as to the proportion or
          period of such abatement the same shall be referred to arbitration as
          hereinafter provided

     6.3  DETERMINATION

          If (save where any policy or policies of insurance effected by the
          Landlord in


                                                                              33

<PAGE>

          respect of the cost of reinstatement shall have been voided) the
          Premises or any part thereof or access thereto or services benefiting
          the same shall be destroyed or damaged by any of the Insured Risks
          against which the Landlord covenants to maintain insurance so as to be
          unfit for occupation and use and the same shall not have been rendered
          fit for occupation and use within five years thereafter then (without
          prejudice to all other rights then available to the parties) either
          the Landlord or the Tenant shall be entitled by notice in writing
          served upon the other of them at any time thereafter (but before the
          Premises shall have again been rendered fit for occupation and use) to
          determine this Lease absolutely

     6.4  NO IMPLIED EASEMENTS

          6.4.1 The operation of Section 62 of the Law of Property Act 1925 and
               the rule in Wheeldon v. Burrows shall be excluded from this Lease
               and the only rights granted to the Tenant are those expressly set
               out in this Lease

          6.4.2 Neither the granting of this Lease nor anything contained in
               this Lease shall by implication of law or otherwise operate or be
               deemed to confer upon the Tenant (nor shall the Tenant during the
               Term acquire or become entitled by any means whatsoever to) any
               easement right or privilege whatsoever from over against or
               affecting any other land or premises now or at any time hereafter
               belonging to the Landlord and not comprised in this Lease or any
               adjoining or neighbouring premises

     6.5  RIGHTS OF LIGHT AND AIR

          Any light or air at any time enjoyed shall be deemed to be enjoyed by
          consent and not as of right

     6.6  NO RESTRICTIONS ON ADJOINING PROPERTY

          Neither the granting of this Lease nor anything contained in this
          Lease or implied shall:

          6.6.1 impose or be deemed to impose any restriction on the use of any
               land or building not comprised in this Lease or give the Tenant
               the benefit of or the right to enforce or to have enforced or to
               prevent the release or modification of any covenant agreement or
               condition entered into by any purchaser from or by any lessee or
               occupier of the Landlord in


                                                                              34

<PAGE>

               respect of property not comprised in this Lease or

          6.6.2 prevent or restrict in any way the development of any land not
               comprised in this Lease and the Landlord shall have the right at
               any time to make such alterations to or to pull down and rebuild
               or redevelop any adjoining or neighbouring premises or to permit
               the same as it may deem fit without obtaining any consent from or
               making any compensation to the Tenant Provided always that the
               provisions of this Clause 6.6.2 shall not substantially interfere
               with the quiet enjoyment and full beneficial use of the Premises
               by the Tenant

     6.7  ACCEPTANCE OF RENT

          6.7.1 No demand for or acceptance of or receipt of the Rents or the
               grant of any licence or approval or the registration of any
               document by the Landlord after knowledge or notice received by
               the Landlord or its agents of any breach of any of the Tenant's
               covenants hereunder shall be or operate as a waiver wholly or
               partially of any such breach but any such breach shall for all
               purposes of this Lease be a continuing breach of covenant so long
               as such breach shall be subsisting and no person taking any
               estate or interest under the Tenant shall be entitled to set up
               any such demand or acceptance of or receipt for the Rents by the
               Landlord as a defence in any action or proceeding by the Landlord

          6.7.2 If the Landlord shall properly and reasonably refrain from
               demanding or accepting the Rents or any other monies due under
               this Lease in circumstances in which the Landlord has reasonable
               grounds to believe either that the Tenant is in breach of any of
               the provisions of this Lease or that the Tenant might acquire
               against the Landlord any rights or entitlement then
               notwithstanding such restraint interest at the Prescribed Rate
               shall be payable as specified in Clause 3.2 from the due date
               until the Landlord shall accept the Rents from the Tenant


                                                                              35

<PAGE>

     6.8  ARBITRATION

          Any dispute or difference arising between the Landlord and the Tenant
          for the settlement of which provision is made in this Lease for
          arbitration (save where otherwise provided for) shall be referred to
          the decision of a sole arbitrator to be agreed upon by the Landlord
          and by the Tenant or in default of agreement to an arbitrator to be
          appointed at the written request of either the Landlord or the Tenant
          by or on behalf of the then President of the Royal Institution of
          Chartered Surveyors (or his nominee) such arbitrator to act in
          accordance with the Arbitration Act 1996 and his fees shall be within
          his award

     6.9  NO COMPENSATION

          Except where any Act of Parliament prohibits or modifies the right to
          compensation being excluded or reduced by agreement neither the Tenant
          nor any undertenant (whether immediate or derivative) shall be
          entitled on quitting the Premises or any part thereof to claim any
          compensation from the Landlord under the 1954 Act or any other Act of
          Parliament whether enacted before or after the date of this Lease

     6.10 NOTICES

          The provisions of Section 196 of the Law of Property Act 1925 as
          amended by the Recorded Delivery Service Act 1962 shall apply to the
          giving and service of all notices and documents under or in connection
          with this Lease except that Section 196 shall be deemed to be amended
          so that the final words of Section 196(4) "... and that service... be
          delivered" shall be deleted and there shall be substituted: "... and
          that service shall be deemed to be made on the third Working Day after
          the registered letter has been posted. "Working Day" meaning any day
          from Monday to Friday (inclusive) other than Christmas Day Good Friday
          and any statutory bank holiday in England"

     6.11 REPRESENTATION

          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

     6.12 EFFECT ON WAIVER

          Each of the Tenant's covenants shall remain in force notwithstanding
          the Landlord may have waived or temporarily released that covenant or
          waived or released a similar covenant or condition entered into by any
          tenant of any adjoining or neighbouring premises

     6.13 RELEASE ON ASSIGNMENT OF REVERSION

          The Landlord shall automatically be released from all liability under
          the covenants and conditions on the part of the Landlord contained in
          this Lease upon the assignment or transfer of its reversionary
          interest in the Premises and at the Landlord's request at any time
          after such assignment or transfer the Tenant shall enter into a deed
          in such form as the Landlord may reasonably require and supply


                                                                              36

<PAGE>

          to evidence such release

     6.14 SEVERANCE

          6.14.1 Any provision in this Lease which is void pursuant to Section
               25 of the 1995 Act shall be severed from all remaining provisions
               and such remaining provisions shall be preserved

          6.14.2 To the extent that any provision in this Lease extends beyond
               the limitations set by the said Section 25 but if it did not so
               extend it would remain unaffected by the said Section 25 the
               provisions shall be deemed to be varied so as not to extend
               beyond the said limitations

     6.15 DUE DATES

          In the event of the Landlord (at the request of the Tenant) granting
          any written concession as a result of which the Tenant is entitled to
          defer the payment of any monies due then for all purposes in
          connection with this Lease (and in particular in relation to Section
          17 of the 1995 Act) such monies shall be deemed to fall due on the
          subsequent date agreed between the Landlord and Tenant pursuant to the
          concession in lieu of the earlier date

7    RENT INCREASE

     The amount of the Yearly Rent is to be increased on each anniversary of the
     Term Commencement Date to the amount set out in Schedule 2

8    TENANT'S RIGHT OF FIRST REFUSAL

     8.1  In the event that the Landlord shall at any time during the
          Contractual Term following the expiry of the first five years thereof
          wish to sell the Premises then the Landlord shall firstly offer in
          writing to sell the same to the Tenant ("the Offer")

     8.2  For the purposes of this clause 8 "sell" shall mean the sale of the
          freehold of the Premises or the grant of a lease thereof for a term in
          reversion to this term in consideration of the payment of a premium

     8.3  The Offer shall contain such particularity as to the terms upon which
          the Landlord is prepared to sell the Property which would be
          sufficient to satisfy the requirements of Section 2 of the Law of
          Property (Miscellaneous Provisions) Act 1989 (and shall specifically
          include the then current edition of the conditions of sale applicable
          to the sale of commercial premises recommended by the Law Society or
          the equivalent thereof)

          8.4.1 The tenant shall be entitled within 21 days


                                                                              37

<PAGE>

               of service of the Offer by notice in writing served upon the
               Landlord ("the Counter-notice") to accept or reject the same

          8.4.2 In the event that the Tenant shall fail to serve a
               Counter-notice within the aforesaid period of 21 days or shall
               purport to accept the Offer conditionally then the Tenant shall
               in either such case be deemed to have rejected the same.

     8.5  In the event of the Tenant rejecting or being deemed to reject an
          Offer then the Landlord shall be entitled at any time within six
          calendar months thereafter to sell the Premises to any other party
          upon the terms of the Offer free from the effect of this clause 8.
          Thereafter the Landlord shall not sell the Premises without first
          undertaking the foregoing procedure

     8.6  In the event of the Tenant rejecting or being deemed to reject an
          Offer and the Landlord selling the Premises to another party in
          accordance with Clause 8.5 then the Tenant will forthwith thereafter
          at its cost take such action as is required to vacate any entries that
          the Tenant may hitherto have made against the title of the Landlord to
          the Premises at H M Land Registry

     8.7  Without prejudice to the terms of the foregoing the Landlord agrees to
          afford the Tenant as much notice as possible of any proposals that the
          Landlord may have from time to time within the first five years of the
          Term to sell the Premises albeit on the understanding that nothing in
          this clause 8.7 shall vest in the Tenant any further rights or
          interests save that to receive information

9    LATENT DEFECTS

     9.1  For the purposes of this Lease a latent defect shall be construed as a
          material defect in the construction or design of the physical
          structure or the substantial plant and machinery presently erected on
          or in the Premises which are at any time hereafter the direct cause of
          actual material damage thereto. A latent defect which does not have
          this effect is to be disregarded for the purposes of this Clause 9

     9.2  In the event that at any time within 10 years from the date hereof (a
          period in respect of which time is of the essence of these
          arrangements) any damage shall occur to the Premises by reason of an
          alleged latent defect then the Tenant may within that period (but not
          thereafter) so advise the Landlord in writing ("a Notification"). A
          Notification shall only be of effect for the purposes of this Clause
          9.2 if it is accompanied by a written report from a chartered building
          surveyor fully particularising the damage sustained ("the Damage") and
          latent defect alleged to be responsible for the same ("the Defect")


                                                                              38

<PAGE>

     9.3  The Landlord may within 56 days of receipt of a Notification advise
          the Tenant in writing ("a Counter-notice") whether or not and/or the
          extent to which the Landlord accepts or rejects the existence of the
          Defect and/or the Damage. If the Landlord fails to serve a
          Counter-notice within such period of 56 days then the Landlord shall
          be deemed to have served a Counter-notice rejecting the existence of
          the Defect and the Damage in their entirety

     9.4  For the purposes of enabling the Landlord to assess a Notification the
          Tenant shall (without prejudice and in addition to all other rights
          granted in this Lease to the Landlord) permit the Landlord to have as
          free as possible access to the Premises with workmen advisers and
          necessary equipment and to undertake therein such investigations
          (including intrusive works which the Landlord shall promptly make
          good) as the Landlord shall deem necessary

          9.5.1 If the Landlord serves or is deemed to serve a Counter-notice
               within the contemplation of Clause 9.3 to the effect that the
               Landlord does not accept the Notification in its entirety then
               the Tenant shall be entitled within 56 days thereafter to refer
               the matter to the decision of an independent chartered building
               surveyor ("the Surveyor") to be appointed (in default of
               agreement between the parties as to appointment) by the President
               or next available senior officer of the Royal Institution of
               Chartered Surveyors ("the Institution") upon the application of
               the Tenant. The Surveyor shall be an associate or fellow of the
               Institution with at least 10 years relevant professional
               experience and shall act and conduct his determination as an
               arbitrator within the terms of the Arbitration Act 1996. The fees
               of the Surveyor shall be paid by the Landlord or the Tenant
               according to his discretion

          9.5.2 If the Tenant fails to make reference to the Institution as
               aforesaid within the period of 56 days above referred to then the
               Tenant shall be deemed to have accepted the Counter-notice

     9.6  In the event that the existence (in whole or part) of any Defect
          and/or Damage is established (whether by agreement between the
          Landlord and the Tenant or pursuant to arbitration according to Clause
          9.5) then the Landlord and the Tenant shall thereafter use all
          reasonable endeavours to agree upon the most cost-effective and
          efficient (having regard, inter alia, to the desirability of


                                                                              39

<PAGE>

          maintaining as far as possible the continuity of the business being
          carried on by the Tenant from the Premises) costed program of works
          necessary to make good the Damage ("the Program"). If the Program or
          any aspect thereof shall not be agreed between the parties within 56
          days of the existence of the Defect and/or Damage being established
          then either the Landlord or the Tenant may refer the matter to
          arbitration in accordance with Clause 9.5

     9.7  The Tenant may within 84 days (but not thereafter) of the agreement or
          determination (by whatever means) of the Program submit the same to an
          open market competitive tender under the direction of an architect
          (being a current member of the Royal Institute of British Architects)
          ("the Architect") appointed in writing for that purpose and the Tenant
          shall accept whichever tender the Architect advises (having regard to
          all criteria) is appropriate. The Tenant will thereafter let or
          procure the letting of a building contract to the successful tenderer
          and engage all necessary professional parties required to undertake
          the Program. The Tenant shall procure that the appointed contractor
          and the Architect and all of the aforesaid professionals shall within
          6 calendar months following the commencement of the Program execute
          and deliver to the Landlord (and any mortgagee(s) of the Landlord that
          the Landlord may nominate) duties of care deeds of warranties (in the
          then current market normal forms allowing for at least two
          assignments) to each of which will be appended certified copies of the
          building contract or relevant professional appointment (as the case
          may be) and shall instruct those parties at all times to supply the
          Landlord upon request with such up-to-date information and
          documentation with regard to the Program as the Landlord may require

     9.8  The Tenant shall be responsible for all of the costs incurred in
          undertaking the Program and as soon as reasonably practical following
          the completion thereof (being the issue of a final certificate or
          equivalent pursuant to the building contract applicable thereto) the
          Tenant shall procure that the Architect shall prepare and issue to the
          Landlord and the Tenant a comprehensive final certificate as to the
          total cost thereof (to include all professional fees and other
          ancillary expenses) which the Tenant shall discharge ("the Cost")

     9.9  The Landlord shall be entitled to reimburse the Tenant with the Cost
          (or such part or parts thereof as the Landlord may determine) at any
          time or times and if and when doing so shall pay interest on the
          amount so reimbursed at 5% per annum calculated from the date that the
          same is incurred until reimbursement

     9.10 In the event of the Tenant being granted a New Lease in accordance
          with Clause 10 then one-twenty-eighth part of the Cost (which shall
          exclude VAT) or such part thereof as shall not previously have been
          reimbursed pursuant to Clause 9.9 together with interest thereon at 5%
          per annum calculated from the date that the same is incurred until
          reimbursement shall be deducted


                                                                              40

<PAGE>

          from each of the first 28 consecutive quarterly payments of the annual
          rent payable throughout the term thereof

10   TENANT'S OPTION TO RENEW

     10.1 If the Tenant (here meaning for the avoidance of doubt the Tenant in
          whom this Lease is then lawfully vested and no other party) serves
          notice on the Landlord not more than 12 months or less than 3 months
          before the expiration of the last day of the Contractual Term ("the
          Expiration Date") requesting the Landlord to grant to the Tenant a new
          lease of the Premises THEN provided the Tenant has up to and including
          the Expiration Date paid to the Landlord the Rents and all other sums
          due and demanded under this Lease the Landlord will grant and the
          Tenant will accept a new lease of the Premises ("the New Lease") for a
          term of 15 years from and including the day immediately following the
          last day of the Contractual Term ("the New Lease Commencement Date")

     10.2 The New Lease shall otherwise be upon the same terms and conditions as
          are contained in this Lease save that:

          10.2.1 this Clause 10 shall provide that in the event of the Tenant
               subsequently exercising its right to require the grant to it of a
               further new lease of 15 years upon the expiry of the term thereby
               granted (in 2043) then this Clause 10 shall be omitted from the
               further new lease (with intent that the Contractual Term shall
               not in any circumstances be capable of being extended beyond 55
               years from the Term Commencement Date (until 2058))

          10.2.2 this clause 10 shall provide that in the event of the Tenant
               subsequently exercising its right to require the grant to it of a
               further new lease of 15 years upon the expiry of the term thereby
               granted (in 2043) then the Yearly Rent firstly payable in respect
               of the further new lease shall be the product of the Yearly Rent
               lastly payable pursuant to the New Lease (or such rent that would
               have been payable but for any abatement pursuant to Clause 6.2)
               and 1.025 and that the same will thereafter increase at annual
               intervals on a compounded basis by 2.5% per annum in the same way
               as the Yearly Rent reserved by the New Lease would hitherto have
               increased and Schedule 2 to that further new lease shall so
               provide


                                                                              41
<PAGE>

          10.2.3 save for the effect thereon of the operation of Clause 9.10 the
               Yearly Rent firstly reserved shall be (pound)7,416,531 and shall
               thereafter increase at annual intervals on a compounded basis by
               2.5% per annum (in the same way as the Yearly Rent is increased
               from and after the fifth year of the Contractual Term in
               accordance with the Schedule 2 to this Lease) and Schedule 2 to
               the New Lease shall so provide

          10.2.4 the words "... following the expiry of the first five years
               thereof ..." shall be deleted from Clause 8.1

          10.2.5 Clause 9 shall be excluded

11   THE CHATTELS

     The Landlord warrants that it is the absolute unfettered proprietor of all
     of the Chattels and that there are no impediments of any description to the
     same being the subject matter of this Lease

12   APPLICABLE LAW

     12.1 This Lease shall be governed by English law

     12.2 The parties submit to the non-exclusive jurisdiction of the High Court
          of Justice in England

     12.3 The Surety irrevocably appoints Stephenson Harwood of 1 St Paul's
          Churchyard London EC4M 8SH as its agent for the service of process in
          England and Wales service upon whom shall be deemed completed whether
          or not forwarded to or received by the Surety

13   THIRD PARTY RIGHTS

     Except as permitted prior to the coming into force of the Contracts (Rights
     of Third Parties) Act 1999 the parties to this deed do not intend that any
     of its terms shall be enforceable by any third party

14   AGREEMENT FOR LEASE

     This Lease has been completed in accordance with an Agreement dated 22
     October 2002 between (1) the Landlord (2) the Tenant and (3) the Surety

IN WITNESS whereof this document has been executed as a Deed and was delivered
by the parties the day and year first before written


                                                                              42

<PAGE>

                                   SCHEDULE 1

                          (PARTICULARS OF THE PREMISES)

All those self-contained hotel and theatre premises presently known as The
Bernard Shaw Park Plaza Hotel 100-110 Euston Road London NW1 2AJ as the title to
the freehold thereof comprises the whole of the land and premises presently
registered under title number NGL20662 as the same is edged red on the plan
attached hereto


                                                                              43

<PAGE>

                                   SCHEDULE 2

                                (INCREASED RENTS)

<TABLE>
<CAPTION>
                                             Amount of Rent Firstly
                                             reserved to apply from
                                            the relevant Anniversary
                                            of the Term Commencement
Anniversary of the Term Commencement Date         Date (L p.a.)
-----------------------------------------   ------------------------
<S>                                         <C>
First                                             3,150,000.00
Second                                            4,000,000.00
Third                                             4,308,000.00
Fourth                                            4,415,700.00
Fifth                                             4,526,093.00
Sixth                                             4,639,245.00
Seventh                                           4,755,226.00
Eighth                                            4,874,107.00
Ninth                                             4,995,960.00
Tenth                                             5,120,859.00
Eleventh                                          5,248,880.00
Twelfth                                           5,380,102.00
Thirteenth                                        5,514,605.00
Fourteenth                                        5,652,470.00
Fifteenth                                         5,793,782.00
Sixteenth                                         5,938,627.00
Seventeenth                                       6,087,093.00
Eighteenth                                        6,239,270.00
Nineteenth                                        6,395,252.00
Twentieth                                         6,555,133.00
Twenty-First                                      6,719,011.00
</TABLE>


                                                                              44

<PAGE>

<TABLE>
<S>                                         <C>
Twenty-Second                                     6,886,986.00
Twenty-Third                                      7,059,161.00
Twenty-Fourth                                     7,235,640.00
</TABLE>


                                                                              45

<PAGE>

                                   SCHEDULE 3

                                     PART 1

                                (RIGHTS GRANTED)

The following rights are granted to the Tenant and all other parties authorised
by the Tenant or otherwise entitled to such rights:-

1    the right to display such flags, canopies and other signage as is
     appropriate for an hotel of this style and class;

2    the free and uninterrupted access along all passageways serving the
     Premises including, for the avoidance of doubt, Weir's Passage;

3    the right to erect such aerials and other telecommunications equipment on
     the roof of the Premises as may be necessary for the carrying out of the
     Tenant's business at the Premises

                                     PART 2

                                (RIGHTS RESERVED)

The following rights are reserved to the Landlord and all other persons
authorised by the Landlord or otherwise entitled to such rights:

1    The right to enter upon the Premises for all or any of the purposes
     mentioned in this Lease

2    The free and uninterrupted passage and running of water soil gas
     electricity and other services from and to all adjoining or neighbouring
     premises through and along all the Conduits which are now or may during the
     Term be in on over or under the Premises and the right to relay move
     maintain and make connections with any of the Conduits and to lay move and
     maintain new Conduits PROVIDED that the persons exercising such rights
     shall cause as little disturbance and damage as reasonably practicable and
     shall make good all physical damage to the Premises occasioned by the
     exercise of this right

3    All rights of light or air now subsisting or which might (but for this
     reservation) be acquired over any adjoining or neighbouring premises

4    Full rights of support shelter and protection from the elements either now
     or intended to be enjoyed in connection with adjoining buildings or
     structures erected or to be erected adjoining over or under the Premises

5    The right to demolish build alter and add to and thereafter to maintain
     buildings structures and fixtures upon into or projecting over or under or
     taking support from the Premises provided that such buildings structures
     and fixtures shall not become nor form part of the Premises

6    The mines and minerals under and the airspace surrounding the Premises


                                                                              46

<PAGE>

7    All other easements or other rights in the nature of easements now enjoyed
     by any adjoining or neighbouring premises

                                     PART 3

                    (MATTERS TO WHICH THIS LEASE IS SUBJECT)

1    The matters mentioned in the Property and Charges Registers of Title Number
     NGL20662 as at 18th September 2002 (save for Entries 5 and 6 in the Charges
     Register)

2    An agreement of _______________ 2002 between (1) The Landlord and (2)
     Vodafone Limited pertaining the installation of telecommunications
     apparatus at the Premises

                                     PART 4

                                (INFERIOR LEASE)

<TABLE>
<CAPTION>
DATE         DESCRIPTION               PARTIES
----         -----------               -------
<S>          <C>                       <C>
05.05.1971   Electricity Sub-Station   (1) Epic Commercial Properties Limited
                                       (2) The London Electricity Board
</TABLE>


                                                                              47

<PAGE>

                                   SCHEDULE 4

                              (SURETY'S COVENANTS)

THE SURETY in consideration of this Lease having been granted at the request of
the Surety by way of full indemnity covenants with the Landlord:

1    GUARANTEE OF TENANT'S PERFORMANCE

     That for the period during which the Tenant is bound by the tenant's
     covenants of this Lease the Tenant will pay the rents and other sums
     payable hereunder on the days and in manner aforesaid and will duly perform
     and observe all the Tenant's covenants in this Lease and that in case of
     default the Surety will pay and make good to the Landlord on demand all
     loss damages costs and expenses thereby arising or incurred by the Landlord

2    FURTHER LEASE ON FORFEITURE OR DISCLAIMER

     If this Lease is forfeited or disclaimed under any statutory or other power
     to take from the Landlord if so required by notice to the Surety within
     three months after such forfeiture or within three months after the
     Landlord shall receive written notice of such disclaimer a new lease of the
     Premises for the residue of the Term unexpired at the date of such
     forfeiture or disclaimer and at the Rents then payable and subject to the
     terms of this Lease in every respect and to execute and deliver to the
     Landlord a counterpart thereof and pay to the Landlord the costs thereof

3    TO MAKE PAYMENTS FOLLOWING FORFEITURE OR DISCLAIMER

     If this Lease shall be forfeited or disclaimed and for any reason the
     Landlord does not require the Surety to accept a new lease of the Premises
     in accordance with the preceding paragraph 2 the Surety shall pay to the
     Landlord on demand an amount equal to the rents hereby reserved for the
     period commencing upon the date of such forfeiture or disclaimer and ending
     on whichever is the earlier of the following: (a) the date six months after
     such forfeiture or disclaimer and (b) the date (if any) upon which the
     Premises are re-let

4    DISCHARGE

     The Surety shall as between the Surety and the Landlord and without
     affecting the Tenant's obligations be liable as sole principal debtor as a
     primary and separate obligation and not merely as surety or guarantor and
     without prejudice to the generality of the foregoing shall not be
     discharged from liability under this Lease notwithstanding:

     4.1  Any time indulgence concession or waiver granted by the Landlord to
          the Tenant or any neglect or forbearance of the Landlord in enforcing
          the payment of the rents hereby reserved or the observance or
          performance of the covenants or other terms of this Lease

     4.2  Any refusal by the Landlord to accept rents tendered by or on behalf
          of the Tenant at a time when the Landlord was entitled (or would after
          the service of a notice have been entitled) to re-enter the Premises

     4.3  The transfer of the Landlord's reversion or the release of any other


                                                                              48

<PAGE>

          surety

     4.4  (Save to the extent required by section 25 of the 1995 Act) the
          assignment of the Lease

     4.5  That the terms of this Lease may have been varied by agreement between
          the Landlord and Tenant for the time being

     4.6  That the Tenant shall have surrendered part of the Premises in which
          event the liability of the Surety under this Lease shall continue in
          respect of the part of the Premises not so surrendered after the
          making of any necessary apportionments

     4.7  The dissolution amalgamation reconstruction or reorganisation of the
          Tenant or other change in its constitution structure or powers

     4.8  The illegality invalidity or unenforceability of or any defect in any
          provision of this Lease or any of the Tenant's obligations under it

     4.9  Any other act or thing by which but for this provision the Surety
          would have been released

5    SECURITY

     So long as any sum is or may be owed by the Tenant under this Lease or it
     is under any obligation hereunder any right of the Surety by reason of
     performance of any of its obligations under this Lease to be indemnified by
     the Tenant or to take the benefit of or to enforce any security or other
     guarantee or indemnity will be exercised and enforced by the Surety only in
     such manner and on such terms as the Landlord may require or approve

6    AVOIDANCE

     If any payment received by the Landlord pursuant to the provisions of this
     Lease is on the subsequent bankruptcy or insolvency of the Tenant avoided
     under any laws relating to bankruptcy or insolvency such payment shall not
     be considered as having discharged or diminished the liability of the
     Surety and this guarantee will continue to apply as if such payment had at
     all times remained owing by the Tenant

7    ADDITIONAL OBLIGATIONS

     The Surety's obligations under this Lease are and will remain in full force
     and effect by way of continuing security until no sum remains payable under
     this Lease and the Tenant has satisfied and performed all its obligations
     under this Lease so that the obligations of the Surety are additional to
     and not in substitution for any security or other guarantee or indemnity at
     any time existing in favour of any person whether from the Surety or
     otherwise

8    WAIVER

     The Surety waives any right it may have of first requiring the Landlord to
     proceed against or enforce any other rights or security or claim payment
     from the Tenant or any other person before claiming from the Surety under
     this Lease


                                                                              49

<PAGE>

9    TRANSFER OF REVERSION

     The Surety agrees that the benefit of the Surety's covenants contained in
     this Lease shall pass automatically to the Landlord's successors in title
     without the need for express assignment and without any consent being given
     by the Surety


                                                                              50

<PAGE>

                                   SCHEDULE 5

                        (AUTHORISED GUARANTEE AGREEMENT)

THIS AGREEMENT is made the __ day of _________________ 20**

PARTIES

(1)  _________ [LIMITED] [PLC] (the "Landlord" ) [whose registered office is at]
     [_____________] [________ and]

(2)  __________ [LIMITED] [PLC] (the "Tenant") [whose registered office is at
     __________ ]

RECITALS:

1    This Deed is supplemental to a Lease (the "Lease") dated the __ day of
     __________ 2003 and made between (1) Euston Road Hotel Limited (2) Accor UK
     Business and Leisure Hotels Limited and (3) Accor S.A. of the premises more
     particularly therein described being the Shaw Park Plaza Hotel 100-110
     Euston Road London NW1 2AJ

2    This Deed is entered into pursuant to Section 16 of the Landlord and Tenant
     (Covenants) Act 1995

OPERATIVE PROVISIONS as follows:

1    In this Deed the following expressions shall have the following meanings:

     1.1  "Assignee" means [_______________]

     1.2  "Assignment" means the assignment to the Assignee authorised by the
          Licence to Assign

     1.3  "Landlord" includes (save where provided to the contrary) his her its
          or their respective successors in title and assigns and where two or
          more persons are included therein shall also include (as the case may
          be) the survivor or the survivors of those persons and shall also
          include the personal representatives of a sole individual or last
          surviving individual Landlord

     1.4  "Licence to Assign" means the consent for the Assignment referred to
          in clause 3.19 of the Lease

2    The Tenant hereby irrevocably and unconditionally GUARANTEES to the
     Landlord as a continuing guarantee the payment when due of all sums due
     owing or outstanding from the Assignee to the Landlord under the Lease and
     the due performance by the Assignee of the covenants on the part of the
     Tenant under the Lease and agrees to indemnify the Landlord from and
     against all losses damages costs and expenses which the Landlord may suffer
     through or arising from any failure by the Assignee to perform any of the
     covenants on the part of the tenant under the Lease or any failure by the
     Assignee duly fully and punctually to pay any such sum or any other sum
     required to be paid by it in relation to or otherwise


                                                                              51

<PAGE>

     to perform its said obligations

3    The Tenant HEREBY FURTHER COVENANTS irrevocably and unconditionally with
     the Landlord that if the Lease is disclaimed the Tenant will (if required
     by the Landlord within six months of the Landlord learning of such
     disclaimer) accept from and execute and deliver to the Landlord a
     counterpart of a new lease of the Property for a term commencing on the
     date of such disclaimer and continuing for the residue then remaining
     unexpired of the Term the Tenant to be responsible for the proper and
     reasonable costs of both parties in connection with such new lease
     (together with any Value Added Tax payable thereon) and to reserve the same
     rents and other sums as are then reserved and made payable by the Lease and
     to be subject to the same covenants conditions and provisions (including
     the provisions for the review of rent at the times and in the manner
     contained in the Lease) as are contained in the Lease

4    All sums payable hereunder by the Tenant shall be paid immediately on
     written demand to the Landlord in full without any deduction withholding
     counterclaim or set off

5    Without prejudice to the Landlord's rights against the Assignee as between
     the Landlord and the Tenant the Tenant shall be liable hereunder as if it
     were solely and principally liable and not merely a surety and its
     liability hereunder shall not be released discharged or diminished by:

     5.1  any legal limitation lack of capacity or authorisation or defect in
          the actions of the Assignee in relation to any invalidity or
          unenforceability of any of the terms of the Lease the bankruptcy
          insolvency or liquidation (or in the case of an individual Assignee
          death or in the case of a corporate Assignee the Assignee ceasing to
          exist) of the Assignee or any change in the Assignee's identity
          constitution status or control; or

     5.2  any forbearance neglect or delay in seeking performance of the
          obligations of the Assignee or any granting of time indulgence or
          other relief to the Assignee in relation to such performance; or

     5.3  any other act or omission fact or circumstance which might otherwise
          release discharge or diminish the liability of a guarantor (but
          subject to section 17 of the Landlord & Tenant (Covenants) Act 1995)

6    This guarantee is given to the Landlord by the Tenant under seal and shall
     enure for the avoidance of doubt not merely for the benefit of the Landlord
     but for the benefit of any successor in title (however such title devolves)
     of the Landlord

PROVIDED ALWAYS THAT nothing in this Deed shall impose on the Tenant any
liability restriction or other requirement (of whatever nature) in relation to
any time after the date on which the Assignee shall have lawfully assigned this
Lease

IN WITNESS whereof this document has been executed as a deed and delivered by
the parties hereto the day and year first above written


                                                                              52

<PAGE>

EXECUTED as a DEED by     )
EUSTON ROAD HOTEL LIMITED )
acting by :


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


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


                                                                              53