Exhibit 10.20


                            DATED 8th September 1998



                                      LEASE

                      Relating to land and office buildings
                            forming Unit No 35(8A) at
                            Wellington Business Park
                             Dukes Ride, Crowthorne
                                    Berkshire


                                     BETWEEN

                          T A FISHER & SONS LIMITED(1)

                                      -and-
                         SAVILLE SYSTEMS (UK) LIMITED(2)

                                      -and-
                             SAVILLE SYSTEMS PLC(3)

                                      -and-
                      WELLINGTON PARK MANAGEMENT LIMITED(4)


                                   PARK NELSON
                                   1 Bell Yard
                                 London WC2A 2JP
                                Tel:0171 404 4191
                                Tel:0171 405 4266
                             Ref. JRB SEW 30220.425



<PAGE>


LEASE:                             DATED 8th September 1998

1.       PARTICULARS

1.1 The Landlord:  T.A. FISHER & SONS LIMITED  (Company  Number  02582252) whose
registered  office is at Windmill  House Victoria Road Mortimer near Reading RG7
3DF

1.2 The Tenant:  SAVILLE SYSTEMS (UK) LIMITED  (Company  Number  03487972) whose
registered office is at 60 Bishopsgate, Hazilwood House, London EC2N 4AJ

1.3.The Management Company:  WELLINGTON PARK MANAGEMENT LIMITED whose registered
office is also at Victoria Road aforesaid

1.4 The Estate:  The Landlord's  Development  known as Wellington  Business Park
Dukes Ride Crowthorne Berkshire which is for identification  purposes only shown
edged blue on Plan No. 1 hereto  annexed  the  freehold  interest in which is in
part owned by the Landlord and in part owned by the Management Company

1.5 The  Premises:  The  building  erected on the Estate and forming Unit No. 35
within Group C of the said  Development more  particularly  described in the 1st
Schedule hereto

1.6 The Registered Transfers:  Transfers  respectively dated 31st December 1990,
4th July 1992 and 29th June 1994,  26th April 1995,  27th March  1996,  28th May
1997 and 2nd July 1998 all of which are made  between the  Landlord  (1) and the
Management  Company (2) and are transfers of those parts of the Estate which are
intended to become Common Parts for the benefit of all occupiers of the Estate

1.7 Term: Fifteen years from 8th September 1998

1.8 Rent Commencement: 31st December 1998

1.9 Initial Rent: (pound)63,750 per annum

1.10  Review  Date:  The 8th day of  September  in the year  2003 and 8th day of
September in the year 2008 and 8th day of September in the year 2013.

1.11 Interest Rate:  Four per cent above the Base Rate of Lloyds Bank Plc or its
successors in business from time to time

1.12 Decorating  Years:  (a) External:  in every 3rd and in the last year of the
Term (b) Internal: in the 5th and the last year of the Term

1.13  Insurance  Rent:  Such sums as shall  from time to time be  payable by the
Landlord as a premium or premiums for the insurances  effected or to be effected
in pursuance of Clause 7 hereof

1.14 Service  Charge:  The sums payable in accordance  with clauses 2.2 and 4(c)
hereof in respect of the gross internal area of the Premises  (currently  328.48
square metres)

1.15  Permitted  User: The use specified in paragraph 2.1 of the 4th Schedule or
such other use as the Landlord may permit under paragraph 2.2 of that Schedule

1.16  Guarantor:  Saville Systems Plc and any other Guarantor under the terms of
this Lease.


2.       DEFINITIONS

2.1 The terms  defined in this  clause and in the  Particulars  shall  where the
context so admits for all  purposes  of this Lease have the  meanings  specified
here or in the  Registered  Transfers 

2.2 "Rent" means the rent  ascertained  in accordance  with the 3rd schedule and
Insurance  Rent means the sum payable in accordance  with clause 7.3 and Service
Charge  means the  yearly sum (due  quarterly  in  advance)  which is payable in
respect of the  Premises by virtue of the  Registered  Transfers  subject to the
proviso  contained in paragraph 1.14 of the Particulars and the term "Rent" does
not include the Insurance Rent or Service  Charge but the term "Rents"  includes
Rent Insurance Rent and Service Charge

2.3 "Pipes" means pipes sewers drains mains ducts conduits gutters  watercourses
wire cables channels  subways flues and all other conducting media including any
fixings louvres cowls and other covers

2.4 "Interest" means interest on the sums in question during the period from the
date on which the  payment  is due to the date of  receiving  payment in cleared
funds, both before and after any judgment,  at the Interest Rate then prevailing
or should the Base Rate  referred to in clause  1.11 cease to exist,  such other
rate of interest as is most  closely  comparable  with the  Interest  Rate to be
agreed  between the parties or in default of  agreement  to be  determined  by a
person  appointed by the  President of the Law Society  (acting as an expert and
not as an arbitrator)

2.5 "the  Planning  Acts" means the Town and Country  Planning  Act 1990 and all
statutes regulations and orders included by virtue of clause 3.12

2.6 "Insured Risk" means the risks described in Clause  7.1(1)(a) hereof and any
other risk against which the Landlord shall have covenanted to insure  hereunder
or at the time of the damage or destruction in question have effected insurance

2.7 "the Operational Covenants" means the covenants set out in the 4th Schedule

2.8 "the 1954 Act" means Part II of the Landlord and Tenant Act 1954

2.9  "neighbouring  property"  means any land or buildings  (whether  already or
hereafter  to be erected and whether  belonging  to the  Landlord or  otherwise)
contiguous adjacent adjoining opposite or near to the Premises

2.10 "the Surveyor" means such professionally qualified Surveyor as the Landlord
may from time to time  reasonably  and  properly  nominate  as the  Surveyor  in
respect of matters  relating to the Premises (who may be a person employed by or
otherwise connected with the Landlord)

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

2.12 "the Adjoining  Premises"  means those premises  adjoining the Premises and
coloured yellow on the plan annexed

2.13 This lease is a new tenancy within the meaning of section 1 of the Landlord
and Tenant (Covenants) Act 1995

3.      INTERPRETATION

3.1 The  expressions  "the  Landlord"  and "the Tenant"  wherever the context so
admits  include their  respective  successors in title 

3.2 Where the Landlord or
the Tenant or any guarantor for the time being are two or more  individuals  the
terms "the Landlord" "the Tenant" and "the Guarantor"  include the plural number
and obligations expressed or implied to be made by or with such party are deemed
to be made by or with  such  individuals  jointly  and  severally  and where the
context so permits such  references  shall also apply to any one or more members
of such  association of individuals  

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

3.4 The  expression  "the Term"  includes  any  period of holding  over or
extension or continuance  thereof whether by statute or common law and elsewhere
in this Lease the said  expression  includes  such  period  where the context so
admits 

3.5  References  to "the last year of the Term" include the final year of
the Term if the same shall determine otherwise than by effluxion of the time and
references to "the expiration of the Term" include such sooner  determination of
the Term 

3.6  References  to any  right of the  Landlord  to have  access to the
Premises shall be construed as extending to the Landlord's  agents  professional
advisers  contractors  workmen and others so authorised 

3.7 References to "the Premises" in the absence of any provision to the contrary
include each and every part thereof together with the appurtenances  thereto and
all additions  alterations and improvements  thereto and all Landlords  fixtures
and fitting and plant  machinery and equipment  belonging to the Landlord  which
are now or hereafter in or about the same

3.8 Any  covenants  by the Tenant  not to do an act or thing  shall be deemed to
include an  obligation  not knowingly to permit such act or thing to be done and
to use its  reasonable  endeavours  to prevent such act or thing being done by a
third party

3.9 Whenever the consent or approval of the Landlord is required or requested in
relation to this Lease, such provisions shall be construed as also requiring the
consent or approval of any  mortgagee  of the  Premises  where the same shall be
required (Provided that the Landlord shall use its best endeavours to obtain the
decision of such mortgagee without unreasonable delay)

3.10  References to "consent of the Landlord" or words to similar  effect mean a
consent in writing  signed by or on behalf of the Landlord and to "approved" and
"authorised"  or words to similar  effect mean (as the case may be)  approved or
authorised in writing by or on behalf of the Landlord

3.11 The terms "the  parties"  or "party"  shall  mean the  Landlord  and/or the
Tenant (as defined in Clause 3.1 hereof)

3.12 Any reference to a specific  statute  includes any  statutory  extension or
modification  or reenactment of such statute and any  regulations or orders made
thereunder  any general  reference  to  "statute"  or  "statutes"  includes  any
regulations or orders made thereunder

3.13 The  paragraph  headings and marginal  notes do not form part of this Lease
and shall not be taken into account in its construction or interpretation

4.       DEMISE

The  Landlord  DEMISES to the Tenant the Premises  TOGETHER  with (and so far as
appropriate the Management  Company grants and affirms) the rights  specified in
Part 1 of the 2nd  Schedule  but  EXCEPTING  AND  RESERVING  to the Landlord the
rights  specified in Part 2 of the 2nd  Schedule TO HOLD the  Premises  unto the
Tenant for the Term  SUBJECT TO the  matters  contained  or  referred  to in the
documents  specified  in the 5th  Schedule  insofar as such  matters  affect the
Premises YIELDING AND PAYING to the Landlord:- 

(a) the Rent,  payable  without any  deduction  by equal  quarterly  payments in
advance on the usual  quarter days in every year,  and  proportionately  for any
period of less than a year, the first such payment being a proportionate  sum in
respect of the  period  from and  including  the Rent  Commencement  Date to and
including the day before the quarter day next  thereafter to be paid on the Rent
Commencement Date, and

(b) by way of further rent,  the Insurance Rent payable within 7 days of written
demand in accordance with clause 7.3

(c) by way of further rent,  the Service  Charge (the first such payment to be a
fair and  reasonable  estimate by the  Surveyor of the  proportion  due from and
including the date hereof or the date on which the Tenant took possession of the
Premises  (whichever  first  occurred)  until and including the quarter day next
thereafter to be paid forthwith)

5.       THE TENANT COVENANTS with the Landlord:-


Rent

5.1.1 To pay the Rents on the days and in the  manner  set out in clause 4 

5.1.2 If so  required  in  writing  by the  Landlord  to make such  payments  by
Banker's Order or Credit  Transfer to any Bank in Great Britain and account that
the Landlord may from time to time nominate in writing AND in the event of delay
to pay interest thereon in accordance with Clause 5.17.1

Outgoings and VAT

5.2      To pay and to indemnify the Landlord against:
(a) all rates  (including  uniform  business  rates)  taxes  assessments  duties
charges impositions outgoings and obligations whatsoever which are now or during
the Term shall be charged  assessed  or imposed  upon the  Premises  or upon the
owner or occupier of them  whether  parliamentary  parochial  or  otherwise  and
whether or not of a capital or non-recurring nature (and even though of a wholly
novel  character)  but  excluding  any payable by the Landlord in respect of the
receipt of Rents or other  payment  made by the  Tenant  under this Lease or any
payable  by the  Landlord  which was  occasioned  by any  Development  or by any
disposition in dealing with or ownership of the Landlord's reversionary interest
in the Premises the Estate or the receipt of Rents in respect  thereof 

(b) Value Added Tax (or any tax of a similar nature that may be substituted  for
it or levied in addition to it) properly chargeable (whether as the result of an
election by the Landlord or  otherwise) in respect of any Rents or other payment
made by the Tenant under any of the  provisions  of or in  connection  with this
Lease or (insofar as the  Landlord  cannot  recoup the same as an input  credit)
incurred by the Landlord upon any payment made by the Landlord  where the Tenant
agrees to reimburse the Landlord for such payment

5.2.2. In the event of the Premises or any separately  rateable  portion thereof
having been unoccupied for a period  immediately  prior to the expiration of the
Term to pay to the relevant rating  authority a sum equal to the amount of rates
and any  surcharge  on the  Premises  or portion  thereof  payable to the rating
authority  pursuant  to  Section  17 and 17(A) of the  General  Rate Act 1967 in
respect  of a period  equal to the said  period  of  unoccupancy  or six  months
whichever shall be the less

Electricity, Gas and Other Services consumed
5.3 To pay to the suppliers  and to indemnify  the Landlord  against all charges
for  electricity  gas and  other  services  consumed  or  used  at the  Premises
(including meter rents) during the Term

Repair and Redecoration
5.4.1 To keep the whole of the  Premises  and all  appurtenances  and  additions
thereto including (but not limited to) all roofs foundations  structural and non
structural walls and partitions and any Pipes  exclusively  serving the same and
all plate and other  glass and all  plant and  machinery  and all  fixtures  and
fittings therein in good and substantial repair and in good decorative condition
and clean  throughout  the Term and if necessary for the purpose of carrying out
such repair (but not further or otherwise)  then to rebuild renew or replace the
Premises or any part thereof and if the same  affects the  structure or exterior
of the  Premises  the Tenant will  (unless  the  Landlord  otherwise  reasonably
requires) renew or replace the same in accordance with plans elevations sections
and specifications previously approved in writing by the Landlord (such approval
not to be  unreasonably  withheld  or  delayed)  and in any event  with good and
substantial materials and in a good and workmanlike manner (damage by any of the
Insured Risks  excepted  save to the extent that the  insurance  effected by the
Landlord shall be vitiated by any act or omission of the Tenant or anyone at the
Premises  expressly or by implication  with the Tenant's  authority) and to keep
any part of the  Premises  which  shall  not be built  upon in a clean  and tidy
condition  PROVIDED THAT if the Tenant is unable to perform the  aforementioined
covenants  (despite  using its  reasonable  endeavours so to do) since there are
affected matters which extend to the Adjoining  Premises and in respect of which
the tenant or  otherwise  the  occupier or  proprietor  from time to time of the
Adjoining  Premises  fails to  co-operate  with the Tenant  and/or the  landlord
and/or the Management Company to achieve  fulfilment of the aforesaid  covenants
then in those  circumstances it shall be deemed that the Tenant is not in breach
of its covenants in that regard

5.4.2. To replace from time to time in good and workmanlike manner and with good
quality  materials the Landlord's  fixtures,  fittings and  appurtenances in the
Premises which become beyond repair at any time during or  immediately  prior to
the expiration of the Term

5.4.3 So far as reasonably  possible to keep all Pipes in the Premises protected
from frost where appropriate and keep the same cleansed and maintained free from
obstruction

5.4.4 Once in the year 2000 and every  three  years  thereafter  and also in the
last three months of the Term  howsoever  determined  (but not more than once in
any one year period) to paint with two coats of good quality  paint or otherwise
cover with an appropriate protective and decorative finish all such parts of the
outside of the Premises as are usually or ought to be so painted or covered. All
such works to be carried out in a good and workmanlike  manner with good quality
materials and colour to be previously  approved in writing by the Landlord (such
approval not to be unreasonably refused or delayed)

5.4.5 Once in the year 2002 and every five years thereafter and also in the last
three months of the Term howsoever determined (but not more than once in any one
year  period)  to paint  with good  quality  paint or  otherwise  cover  with an
appropriate protective and decorative finish all such parts of the inside of the
Premises as are usually or ought to be so painted or covered.  All such works to
be carried out in a good and workmanlike  manner with good quality materials and
in the last year of the Term of a design  material  and colour to be  previously
approved  in writing  by the  Landlord  (such  approval  not to be  unreasonably
refused or delayed)

Alterations and Additions or Rebuilding
5.5.1 Not to commit or knowingly permit or suffer waste (including  ameliorating
waste), on or at the Premises

5.5.2 Not to build erect  construct or place any new or  additional  building or
structure on the Premises  including (without prejudice to the generality of the
foregoing)  any hut shed garage cycle  shelter  store caravan house on wheels or
any temporary or movable building or structure

5.5.3 Not at any time  during  the Term to make any  structural  alterations  or
additions to the Premises whether internally or externally and not to cut injure
maim or remove any of the walls beams columns or other  structural  parts of the
Premises or make any change in or to the existing  design or  appearance  of the
Premises whether externally or internally PROVIDED that the Tenant may from time
to time with the  consent  of the  Landlord  (which  shall  not be  unreasonably
withheld  or  delayed)  and  subject  to all  necessary  planning  and  Building
Regulation  approval and Fire  Officer's  consent having been first obtained and
produced to the  Landlord  carry out  non-structural  alterations  which are not
hereby expressly  prohibited including (but not limited to) the installation and
removal of internal  partitions  which do not  materially  adversely  affect the
operation or effectiveness of any air conditioning or heating systems within the
Premises

5.5.4 To remove any additions  alterations or improvements  made to the Premises
at the  expiration  of the Term if so  reasonably  requested  by the Landlord in
writing  prior to the  expiration of the Term and to make good any part or parts
of the Premises which may be damaged by such removal

5.5.5.  Not to cut injure or remove nor, except in accordance with clauses 5.5.3
and 5.5.4,  make any  connection  with the Pipes  serving  the  Premises  either
exclusively or in conjunction with other premises

5.5.6 To make  connection  with  those  Pipes that  serve the  Premises  only in
accordance with the standards laid down from time to time by the relevant supply
authority  and no  appliance  other  than  that for which  the  installation  is
designed shall be connected to it

Statutory Obligations
5.6.1.  At all times  during the Term at the Tenant's own expense to observe and
comply in all material  respects with the provisions and requirements of any and
every  enactment  (which  expression in this  covenant  includes as well any and
every  Act of  Parliament  already  or  hereafter  to be passed as any and every
notice  direction  order  regulation  bye-law  rule  and  condition  already  or
hereafter to be made under or in  pursuance of or deriving  effect from any such
Act) or  prescribed  or required by a public local or other  authority so far as
they relate to or affect the Premises or the lessee  thereof or any additions or
improvements  thereto or the user  thereof for any  purposes  or the  employment
therein of any person or persons or any fixtures machinery plant or chattels for
the time being  affixed  thereto  or being  thereupon  or used for the  purposes
thereof

5.6.2  Save in respect  of the  construction  of the  building  on the  Premises
undertaken  by the  Landlord to execute as soon as  reasonably  practicable  all
works and provide and maintain all arrangements  which by or under any enactment
or by any Government  Department  Local  Authority or other Public  Authority or
duly authorised  officer or court of competent  jurisdiction  acting under or in
pursuance  of any  enactment  are or may be  directed or required to be executed
provided  or  maintained  at any time  during the Term upon or in respect of the
Premises  or any  additions  or  improvements  thereto or in respect of any user
thereof or  employment  therein of any person or persons or  fixtures  machinery
plant or chattels and whether by the landlord or tenant thereof

5.6.3 To indemnify  the Landlord at all times during the Term against all proper
and  reasonable  costs charges and expenses of or incidental to the execution of
any works or the provision or  maintenance  of any  arrangements  so directed or
required as  aforesaid in respect of the Premises and not at any time during the
Term to do or omit or suffer to be done or omitted in or about the  Premises any
act or thing by reason of which the  Landlord may under any  enactment  incur or
have imposed upon it or become  liable to pay any penalty  damages  compensation
costs charges or expenses

5.6.4 To pay to the  Landlord  within 7 days of a written  demand a due and fair
proportion  (to be  determined  by the  Surveyor  acting  reasonably  in all the
circumstances)   of  all  proper  and  reasonable  costs  charges  and  expenses
(including  Surveyors'   Architects'  and  other  professional  advisers'  fees)
properly and  reasonably  incurred by the Landlord of or incidental to complying
with all provisions and  requirements of any and every  enactment  prescribed or
required by any public local or other authority in relation to the Premises

Access of Landlord and Notice to Repair
5.7.1 To permit the Landlord at all reasonable times by prior  appointment (save
in the case of  emergency)  to enter upon the  Premises  for the purpose of: 

(a) ascertaining  that the covenants and conditions of this Lease on the part of
the Tenant have been observed and performed, and

(b) viewing the state of repair and condition of the Premises, and

(c)  giving to the  Tenant  (or  leaving  upon the  Premises)  a written  notice
specifying  any repairs  cleaning  maintenance  or painting  that the Tenant has
failed to  execute  in breach of the terms  hereof  and to  request  the  Tenant
expeditiously to execute the same

5.7.2 If within  three  months of the service of such a notice the Tenant  shall
not have commenced and be proceeding  diligently  with the execution of the work
referred  to in the  notice to permit  the  Landlord  to enter the  Premises  to
execute such work as may be  reasonably  necessary to comply with the notice and
to pay to the  Landlord  the cost of so doing and all  expenses  reasonably  and
properly  incurred by the Landlord  (including  legal costs and surveyor's fees)
within  fourteen  days of a written  demand  subject to the Landlord  and/or its
agents  doing as little  damage to the  Premises as is  reasonably  possible and
forthwith making good any damage so caused

Alienation
5.8.1 The Tenant  will not assign  transfer  underlet  or part with or share the
possession  or  occupation  of the whole or any part of the  Premises in any way
whatsoever  except  only that the  Tenant  may with the  written  consent of the
Landlord (which consent shall not  unreasonably be withheld or delayed and shall
if  granted  be by deed of  licence  containing  the  covenants  referred  to in
paragraph 5.8.2 of this sub-clause and such other provisions as the Landlord may
reasonably  require):  

(i) assign the  Premises as a whole or 

(ii)  underlet the Premises as a whole (or a complete  floor of the Premises) at
the open market rack rent  reasonably  obtainable  therefor or the rent  payable
under this Lease (pro rata in the case of an underletting of a complete floor of
the  Premises)  whichever  shall be the  higher and  without  taking any fine or
premium and being subject to rent reviews not less  frequently  than as provided
for in this  Lease and in any event at the same  times as  herein  provided  and
provided that any subletting shall be outside the security of tenure  provisions
of the  Section  24-28  Landlord & Tenant Act 1954 and be  protected  by a Court
Order to that effect and PROVIDED THAT:-

the  Landlord  may  withhold  its  consent to an  application  by the Tenant for
licence to assign in accordance  with this lease if the  conditions and criteria
set out in this proviso  (which  conditions  are  specified  for the purposes of
section 19(1A) of the Landlord and Tenant Act 1927) are not met that: 

(1) at the time of the  assignment  there are no arrears of rent or other monies
due to the Landlord under the terms of the Lease; and

(2) the Tenant making the  application for Consent to Assign shall enter into an
Authorised  Guarantee  Agreement  in favour of the  Landlord in such form as the
Landlord shall reasonably require; and

(3) in the  reasonable  opinion of the  Landlord  the  proposed  assignee  is of
sufficient financial standing to enable it to comply with the Tenant's covenants
in the Lease

5.8.2  Notwithstanding the preceding sub-clauses the Tenant may share occupation
of the Demised  Premises with another  company or companies which are members of
the same group (as such  expression is defined by Section 42 of the Landlord and
Tenant Act 1954) as the Tenant or which have common shareholders with the Tenant
Provided  Always that such sharing of  occupation  is in a manner which does not
transfer  or create any tenancy or other  legal  estate or  interest  whatsoever
enforceable against the Landlord

5.8.3 The Tenant will not assign  transfer  or  underlet  part with or share the
possession or occupation of the Premises  otherwise than in accordance  with the
foregoing paragraphs of this sub-clause and after first obtaining the consent of
the  Landlord in  accordance  with clause  5.8.1 by deed of licence as aforesaid
prepared by the Landlord's solicitors in such manner that:

(i) in the  case of an  assignment  the  intended  assignee  will  (jointly  and
severally if there be more than one intended  assignee)  covenant  directly with
the  Landlord to pay the Rents  hereby  reserved  and to perform and observe the
covenants and conditions on the part of the Tenant herein  contained  (including
this present  covenant) in the same manner as if such  covenants and  conditions
were  therein  repeated  in extenso  and 

(ii) in the case of an  underlease  the intended  underlessee  will (jointly and
severally if there be more than one intended underlessee) covenant directly with
the Landlord to observe and perform the covenants  and  conditions by the Tenant
herein  contained in so far as they relate to the premises  underlet (except the
covenants  to pay  the  Rents  reserved  and to  yield  up the  Premises  at the
expiration  of the Term but in all other  respects so far as they are capable of
being observed and performed by an underlessee)  including similar covenants not
to further  underlet or part with or share the  possession  or occupation of the
Premises  and not to  assign  the  whole of the same  without  such  consent  as
aforesaid

5.8.4 In any  application to the Landlord for written  consent under  sub-clause
5.8.1 (i) and (ii) the Tenant shall supply such details of the proposed assignee
or  under-lessee  as the Landlord  shall  reasonably  require  (including  where
available a copy of its latest audited accounts or other information  reasonably
satisfactory to the Landlord) and shall if so required in the case of a proposed
assignment to a private  company offer the guarantee of persons or parties whose
names and addresses shall also be supplied with corresponding  information as to
the  financial  position of such persons or parties and the Tenant shall also in
connection  with any such  application  as  aforesaid  procure that the proposed
assignee or underlessee (as the case may be) provide two references  including a
Banker's  reference  in respect of the  proposed  assignee  or such  alternative
security as shall be reasonably acceptable to the Landlord

5.8.5 Within one calendar month next after the making thereof without any demand
from the  Landlord the Tenant will produce for  registration  by the  Landlord's
solicitors a certified true copy of all assignments  mortgages charges transfers
underleases  tenancy  agreements  probates  of wills  letters of  administration
assents and other dispositions which during the Term shall be made in respect of
the  Premises or any part  thereof or any estate or interest  therein  howsoever
remote or inferior  and will leave the same with the  Landlord  for that purpose
and  will pay the  Landlord's  solicitors  reasonable  and  proper  fees for the
registration of every such document

5.8.6 The  Tenant  will  from time to time on  written  demand  during  the Term
furnish the Landlord with such particulars of all derivative  interests of or in
the  Premises  or any  part  thereof  howsoever  remote  or  inferior  including
particulars of the rent or rents payable in respect of such derivative interests
and such further  particulars as the Landlord may reasonably  require in respect
thereof

5.8.7 The  Tenant  will not  without  the  previous  consent  in  writing of the
Landlord (which consent shall not be unreasonably withheld or delayed) grant any
consent or  approval,  under or any  variation  or release or  amendment  to any
underlease nor exercise any power to extend the same

5.8.8 The Tenant  will  enforce the  performance  and  observance  by every such
underlessee  of the Premises all covenants to be imposed in accordance  with the
provisions  hereof and shall not at any time either  expressly or by implication
waive any breach thereof by any such underlessee or assignee of such underlessee
or a guarantor for the same

Nuisance etc. and Residential Restrictions
5.9.1 Not to do (or permit or suffer to remain upon the Premises) anything which
may be or become or cause a  nuisance  injury or damage to the  Landlord  or its
tenants  or  the  occupiers  of  adjacent  or  neighbouring  premises  or to the
neighbourhood or any public local or other authorities

5.9.2 Not to use the Premises for a sale by auction or for any dangerous noxious
noisy or  offensive  trade or  business  nor for any  illegal or immoral  act or
purpose

5.9.3 Not to allow any person to sleep on any part of the Premises or to use the
Premises or any part  thereof for  residential  purposes or keep any animal fish
reptile or bird thereon

5.9.4 If the Landlord shall abate any nuisance which the Tenant is under duty to
abate the  Tenant  shall pay all  costs  charges  and  expenses  reasonably  and
properly  incurred in abating such  nuisance and executing all such works as may
be necessary for abating such nuisance whether or not required in obedience to a
notice served by any local or other authority or by any other person entitled to
require the nuisance to be abated

Landlord's Costs
5.10 To pay to the Landlord all costs fees  charges  disbursements  and expenses
(including without prejudice to the generality of the foregoing those payable to
Counsel  Solicitors  Architects  Surveyors  Engineers  Consultants and Bailiffs)
properly  and  reasonably  incurred  by the  Landlord  in relation to :

(a) every  application  made by the Tenant for a consent or licence  required or
made  necessary by the  provisions  of this Lease whether the same be granted or
refused (unless the consent or licence is  unreasonably  refused or withheld) or
proffered  subject to any  lawful  qualification  or  condition  or whether  the
application be withdrawn

(b)  any  proceedings  or  contemplated  proceedings  relating  to the  Premises
(including the  preparation and service of a notice) under Section 146 or 147 of
the  Law of  Property  Act  1925  notwithstanding  that  forfeiture  is  avoided
otherwise than by relief granted by the Court

(c) the recovery or attempted recovery of arrears of Rent or other sums properly
due from the  Tenant,  and (d) any steps taken in  preparation  and service of a
Schedule of Dilapidations  during or within three months after the expiration of
the Term

Planning Acts
5.11.1 To comply with the  provisions  and  requirements  of the Planning  Acts,
whether  as to the  Permitted  User or  otherwise,  and to  indemnify  and  keep
indemnified the Landlord  against all liability  whatsoever  including costs and
expenses  reasonably  and  properly  incurred by the  Landlord in respect of any
contravention by the Tenant

5.11.2 At the expense of the Tenant to obtain all  planning  permissions  and to
serve all such notices as may be required for the carrying out of any operations
or user of the Premises by the Tenant which may constitute  Development provided
that no application for planning  permission  shall be made without the previous
consent of the Landlord such consent not to be unreasonably  withheld or delayed
in any case  where  the  application  for any  implementation  of such  planning
permission will not create or give rise to any tax or other fiscal liability for
the Landlord or where the Tenant provides an indemnity against such liability to
the satisfaction of the Landlord or will not materially  adversely affect in any
way the remainder of the Estate or the Landlord's  reversionary  interest in the
Premises

5.11.3  Subject  only to any  statutory  direction  to the  contrary  to pay and
satisfy any charge or levy that may hereafter be imposed under the Planning Acts
in respect of the  carrying out or  maintenance  of any such  operations  or the
commencement or continuance of any such user

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

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

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

(c) the Landlord has acknowledged that every necessary planning  permission
is acceptable to it (such  acknowledgement  not to be  unreasonably  withheld or
delayed)

the  Landlord  being  entitled  to refuse to  acknowledge  its  acceptance  of a
planning  permission  on the  grounds  that any  condition  contained  in it, or
anything  omitted from it, or the period  referred to in it, would be materially
prejudicial  to the  Landlord's  reversionary  interest in the Premises  whether
during or following the expiration of the Term

5.11.5  Unless the  Landlord  shall  otherwise  direct to carry out and complete
before the  expiration of the Term:- (a) any works  stipulated to be carried out
to the Premises by a date  subsequent  to such  expiration as a condition of any
planning  permission  granted for any Development and begun by the Tenant before
the expiration of the Term and (b) any Development  begun by the Tenant upon the
Premises in respect of which the Landlord shall or may be
or become liable for any charge or levy under the Planning Acts or otherwise

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

Plans Documents and Information and Forwarding Notices
5.12.1 If called upon so to do to produce to the  Landlord or the  Surveyor  all
plans  documents and other  evidence as the Landlord may  reasonably  require in
order to satisfy  itself that the  provisions  of this Lease have been  complied
with

5.12.2 If lawfully  called upon so to do to furnish to the Landlord the Surveyor
or any person  acting as the  Independent  Expert  under the 3rd  Schedule  such
information  as may  reasonably and lawfully be requested in writing in relation
to any pending or intended step under the 1954 Act or the  implementation of the
provisions of the 3rd Schedule

5.12.3  Within  fourteen  days of the receipt of notice of the same to give full
particulars  to the  Landlord  of any  permission  direction  notice or order or
proposal  for the  same  relevant  to the  Premises  or to the use or  condition
thereof  (including  (without  limitation)  any proposal for  alteration  of the
Valuation  List  under the  General  Rate Act 1967)  made given or issued to the
Tenant or the  occupier of the  Premises  by a  Government  Department  Local or
Public  Authority and if so required by the Landlord to produce such  permission
notice  order or proposal to the  Landlord  and also  without  delay to take all
reasonable or necessary steps to comply therewith and also at the request of the
Landlord  to make or join  with  the  Landlord  in  making  such  objections  or
representations  against  or in respect of any such  notice  valuation  order or
proposal as aforesaid as the Landlord shall reasonably deem expedient  providing
that to do so would not be substantially disadvantageous to the Tenant

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

(a) any act omission or negligence of the Tenant or any persons at the
Premises with the Tenant's authority or

(b) any  breach  or non  observance  by the  Tenant  of the  covenants
 conditions or other provisions of this Lease

(c) the  carrying out of any works on the Premises or any part thereof
or any change in the use made of the Premises or any part thereof

Re-letting Boards

5.14 To permit the Landlord at any time by prior agreed appointment (which
shall not be unreasonably denied) during the last six months of the
Term to enter upon the Premises and affix and retain upon any
reasonable part of the Premises so as not to cause undue inconvenience
to the Tenant a notice for re-letting the same and during such period
to permit persons with written authority of the Landlord or its agent
at reasonable times of the day by prior agreed appointment to view the
Premises but only if accompanied by the Landlord's duly authorised
representative

Rights of Light and Encroachments

5.15.1  Not to  stop-up  darken  or  obstruct  any  windows  or  light
belonging to the Premises

5.15.2 Not to permit any new window light opening doorway path passage
drain or other  encroachment or easement to be made or acquired to the
detriment of the Premises and if the same or any of them shall be made
or acquired or  attempted to be made or acquired to give notice to the
Landlord as soon as  possible  after the Tenant  becomes  aware of the
same and at the request  and cost of the  Landlord to adopt such means
as it may  reasonably  require or deem proper for  preventing any such
encroachment or the acquisition of any such easement

Yield Up

5.16 At the  expiration of the Term to yield up the Premises in repair
and in  accordance  with  the  terms  of this  Lease  and the  outline
specification  attached  hereto (SAVE THAT the  carpeting  shall be in
good  and  serviceable  condition  only)  to give  up all  keys of the
Premises to the Landlord and to remove all lettering and signs erected
by the Tenant in upon or near the Premises and  forthwith to make good
any damage caused by such removal

Interest on Arrears

5.17.1 If the Tenant shall fail to pay all or any part of the Rents or
any other sum due under this Lease  within  fourteen  days of the same
becoming due (whether  formally  demanded or not) the Tenant shall pay
the  Landlord  Interest on the Rents or other sum in  accordance  with
clause 2.4 hereof and such Interest  shall be deemed to be Rent due to
the Landlord

5.17.2  Nothing in the  preceding  clause shall  entitle the Tenant to
withhold  or delay any payment of the Rents or any other sum due under
this  Lease  after  the date  upon  which  it falls  due or in any way
prejudice  affect  or  derogate  from the  rights of the  Landlord  in
relation to the said non-payment  including (but without  prejudice to
the  generality  of the  foregoing)  under the  proviso  for  re-entry
contained in this Lease

Notices

5.18.1  Where there has been an  underletting  of the  Premises to give  written
notice of the details of the result of every rent review to the Landlord  within
fourteen days of the determination thereof

5.18.2 To ensure that at all times the  Landlord  or their  agents and the local
police force have written  notice of the name,  home address and home  telephone
number of a keyholder of the Premises

Sale of Reversion etc.

5.19 To permit upon  reasonable  notice at any time during the Term  prospective
purchasers of or dealers in or agents  instructed in connection with the sale of
the  Landlord's  reversion or of any  interest  superior to the Term to view the
Premises by prior agreed  appointment  (which shall not be unreasonably  denied)
without  interruption  providing  the  same are  authorised  in  writing  by the
Landlord or its agents and cause as little  inconvenience as reasonably possible
to the Tenant's trade or business

Defective Premises

5.20 As soon as possible  after becoming aware of the same to give notice to the
Landlord of any defect in the  Premises  which might give rise to an  obligation
upon the  Landlord  to do or  refrain  from  doing  any act or thing in order to
comply  with the  provisions  of this  Lease or the duty of care  imposed on the
Landlord  pursuant to the  Defective  Premises Act 1972 or otherwise and to keep
the Landlord fully  indemnified from and against all loss or liability claims or
demands arising from any failure to give such notice and at all times to display
and  maintain all notices  which the  Landlord may from time to time  reasonably
require to be displayed at the Premises

Landlord's rights

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

Operational Covenants

5.22 To observe and perform the Operational Covenants

Freehold Title etc.

5.23 To observe and perform all the obligations  (other than those arising under
any  registered  charge  or  similar  encumbrance)  referred  to in the  Charges
Register  forming part of the  Registered  Titles  described in the 5th Schedule
hereto  insofar  as the same  relate to or affect the  Premises  and to keep the
Landlord and the Management  Company fully indemnified  against all losses costs
claims   demands  or   liabilities   arising   out  of  any  future   breach  or
non-performance thereof by the Tenant its servants agents or visitors

5.24 To observe  and  perform all the  obligations  on the part of the  Landlord
arising  under all the other deeds and  documents  mentioned in the 5th Schedule
hereto (including conditions attached to any planning consent except those which
are the  responsibility of the Landlord as Developer) insofar as the same relate
to or affect the Premises and to keep the Landlord indemnified as aforesaid

6.  THE LANDLORD'S COVENANTS with the Tenant

6.1 To permit the Tenant  peaceably  and quietly to hold and enjoy the  Premises
without any lawful  interruption  or disturbance  from or by the Landlord or any
person claiming under or in trust for the Landlord

6.2 To perform the covenants on the part of the Management  Company in the event
of the Management  Company  failing to do so or in the event that the Management
Company fails to exist for whatever reason

6.3 At the request of the Tenant and at the expense of the Tenant to enforce the
covenants entered into by the Tenant of the Adjoining Premises in respect of the
partition  wall the roof the  foundations  and the  gutters  as they  affect the
partition wall and the Premises

7.  INSURANCE

7.1 The Landlord and the Tenant  HEREBY  MUTUALLY  COVENANT  with each other and
agree as  follows  :- 

(1) that the  Landlord  will at all times during the Term (save to the
extent that such insurance  shall be vitiated or the insurance  monies
shall  be  irrecoverable  in  whole  or in part by  reason  of any act
neglect  default or omission of the Tenant or its  servants  agents or
licensees)  insure  and keep  insured  with such  insurance  office or
underwriters  of good repute as the  Landlord  shall from time to time
reasonably select

(a)  the  Premises  against  loss or  damage  by  fire  storm  tempest
earthquake  lightning  explosion riot civil commotion malicious damage
subsidence  heave  landslip and impact by vehicles and by aircraft and
articles  dropped  therefrom  flood damage bursting and overflowing of
water  pipes and tanks and such  other  risks  (whether  or not in the
nature of the foregoing) as either the Landlord or the Tenant may from
time to time reasonably require to insure against for such sums as the
Landlord  shall from time to time  reasonably  consider  sufficient to
cover the full  reinstatement  cost of the Premises including the cost
of demolition and site clearance (subject to normal excesses) together
with professional fees (including architects' and surveyors' fees) and
three years' loss of rent and Value Added Tax on those  amounts to the
extent  applicable and to the extent that the Landlord may not be able
to recover that Value Added Tax from H.M. Customs and Excise

(b) any plant in the Premises  comprising boilers connected piping and
radiators  hot water storage  vessels and motors and pumps  associated
with  boiler  plant  and  any  other  plant  which  the  Landlord  may
reasonably  require  to be  included  against  the risks of  breakdown
accidental  damage  explosion or collapse as may be appropriate to the
class of plant and such other risks as the  Landlord or the Tenant may
from time to time reasonably decide to insure against and for such sum
as the Landlord shall from time to time reasonably consider sufficient
(subject to normal  excesses) such insurance to provide for periodical
inspection to be arranged by the insurers

(c) the  Landlord  against any public  liability  or third party risks
relating  to the  Premises  as the  Landlord  shall  from time to time
reasonably require

(2) PROVIDED ALWAYS that the sum insured under either paragraph (a) or
paragraph  (b) of this  sub-clause  shall not be less than any  amount
notified by the Tenant to the Landlord  under  sub-clause  7.2 of this
clause

7.2.  That the  Tenant  may  from  time to time by  notice  in  writing  sent by
registered  post  or  recorded  delivery  to  the  Landlord  at  the  Landlord's
registered  office  require the  Landlord  to increase  the amount for which the
Premises or the plant  referred to in  sub-clause  7.1(1)(b)  of this clause (if
any) are insured and that the Landlord  will within ten days after the date upon
which such  notice is  actually  received in the  Landlord's  registered  office
effect such increase accordingly

7.3 The Tenant  shall pay the  Insurance  Rent on the date hereof for the period
from and including the Rent  Commencement Date to the day before the next policy
renewal date and  thereafter  the Tenant shall pay the  Insurance  Rent within 7
days of written demand (which may be made not more than seven days in advance of
the next following policy renewal date)

7.4 That in the case of  destruction  or damage of the Premises from any Insured
Risk or the failure of any plant  referred to in  sub-clause  7.1(1)(b)  of this
clause  (from  whatsoever  cause) the  Landlord  and the Tenant  shall apply all
monies received by virtue of any insurance  (except monies received for fees and
loss of rent) as far as the same shall extend in so  reinstating  restoring  and
rebuilding  the  Premises  and/or the plant (as the case may be) and in case the
same shall be insufficient for that purpose as a direct result of the Landlord's
own act neglect or default the Landlord shall make up that deficiency out of its
own resources and if such  deficiency is a direct result of the Tenant's own act
neglect or default then the Tenant shall make up that  deficiency out of its own
resources

7.5 Without  prejudice to the  generality of the foregoing it is agreed that the
Tenant  will make up out of its own monies any  reduction  or  shortfall  in the
insurance  monies as a direct result of the faulty repair or  maintenance of the
Premises  or the plant (as the case may be) by the  Tenant or any  breach of the
Tenant's covenants herein contained

7.6 The Tenant will at its own expense comply with all such  requirements as may
from time to time  reasonably  be made by the  insurers  as a  condition  of the
continuation or renewal of any relevant insurance relating to the Premises

7.7 In the event of the Premises or any part thereof at any time during the Term
being  damaged or destroyed by whatever  cause so as to be unfit for  occupation
and use either in whole or part or incapable of reasonable access then the Rents
hereby reserved or a fair proportion  thereof according to the nature and extent
of the damage  sustained  shall  (unless  payment of the policy  monies shall be
withheld  in whole or in part by reason of any act  default  or  neglect  of the
Tenant or its servants  agents or  licensees)  be  suspended  until the Premises
shall again be rendered fit for  occupation  and use or until the  expiration of
the period of the Landlord's  insurance against loss of rent (whichever shall be
the earlier) and in case of any  difference  between the Landlord and the Tenant
as to the amount or period of such  suspension  as  aforesaid  the same shall be
referred to the sole  arbitration  of an  arbitrator  to be  nominated  upon the
application of either the Landlord or the Tenant by the President or failing him
the  most  senior  officer  available  of the  Royal  Institution  of  Chartered
Surveyors

7.8 In the event of the Premises or any part thereof at any time during the Term
being damaged or destroyed by whatever cause so as to be unfit for occupation or
use then the Tenant may upon one month's prior  written  notice  determine  this
lease

7.9 (a) That if any competent  authority shall lawfully refuse permission for or
otherwise  lawfully  prevent any rebuilding or  reinstatement of the Premises or
the same shall be otherwise  frustrated or prove impossible or impracticable all
relevant  insurance monies (so far as unapplied as aforesaid) shall (subject and
without  prejudice to the rights of any other  interested  parties) be held upon
trust  for the  Landlord  absolutely  

(b) If the Premises  shall not have been  reinstated  so that they are
fit for  occupation  and use within 33 months of the date of damage or
destruction  then  either  party  may  within 3 months  thereafter  by
serving 3 months notice determine this Lease

7.10 If at any time and so long as the Landlord is itself an  insurance  company
or a company in the same group of companies as an insurance company the Landlord
shall (but without prejudice to the generality of its powers under the foregoing
provisions of this clause) be entitled  subject to such insurance  company being
of good  repute to effect or keep on foot in its own  office or in the office of
any other  company in such group any policy of  insurance  which the Landlord is
under the  provisions of this Lease  required or authorised to effect or keep on
foot  and the  premiums  charged  by the  Landlord  or such  other  company  for
effecting  or  keeping  on foot  such  insurance  shall for the  purpose  of any
covenant by the Tenant to pay or  contribute  towards the cost of  insurance  be
deemed  to have  been paid by the  Landlord  on the  first day of the  period of
insurance to which the relevant premium relates

7.11 The Landlord  shall be deemed to have  fulfilled its  responsibility  under
this Lease as to insurance notwithstanding that the insurance for the time being
in force is subject to  exclusions  excesses  and  conditions  which are usually
required by the  insurers and which  cannot be omitted on  reasonable  terms and
(without prejudice to the generality of the foregoing) the Landlord shall not be
responsible  for  effecting  any  insurance  under the  provisions  hereinbefore
contained  against a peril which is for the time being  uninsurable or which can
only be insured at a premium  which in the  reasonable  view of the  Landlord is
excessive  and which the Tenant  agrees is excessive  (such  agreement not to be
unreasonably withheld)

7.12     The Tenant covenants with the Landlord:-

(a) to comply with all the reasonable requirements and recommendations
of the insurers

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

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

(d) to give notice to the Landlord forthwith upon the happening of any
event which might  materially  affect any insurance policy relating to
the Premises

(e) to pay to the  Landlord  within  7  days  of  written  demand  the
reasonable  and  proper  cost  of  any  independent  valuation  of the
Premises required by the Insurers for Insurance purposes (but not more
than once in any three years unless there are  reasonable  grounds for
so doing)

(f) if at any time the Tenant  shall be entitled to the benefit of any
insurance  on the  Premises  which is not  effected or  maintained  in
pursuance  of any  obligation  herein  contained  to apply all  monies
received by virtue of such insurance in making good the loss or damage
in respect of which the same shall have been received

7.13 The  Landlord  covenants  with the  Tenant  in  relation  to the  policy of
insurance effected by the Landlord pursuant to Clause 7.1 to: 

(a)  produce to the Tenant on demand a copy of the policy and the last
premium renewal receipt

(b) procure that the interest of the Tenant and any mortgagee is noted
or endorsed on the policy

(c)  produce to the  Tenant on demand  written  confirmation  from the
insurers  that they have  agreed  to waive all  rights of  subrogation
against the Tenant

8. THE MANAGEMENT COMPANY covenants with the Tenant:-

8.1 To observe and perform the Restrictive  Covenants (defined in the Registered
Transfers insofar as they relate to the Transferred Property)

8.2  To  observe  and  perform  the  Management  Covenants  (as  defined  in the
Registered  Transfers)  such observance and performance to be carried out at all
times in a manner  which it  reasonably  considers to be in the interest of good
estate management and in the interest of the Estate as a whole

9.       PROVISOS

Re-entry

9.1 If at any time during the Term:

(a) the Rents (or any of them or any part thereof)  shall be in arrear
and  unpaid  for 21 days  after  becoming  payable  (whether  formally
demanded or not), or

(b)  there   shall  be  any   material   breach   non-performance   or
non-observance by the Tenant of any of the covenants and conditions on
the part of the Tenant contained in this Lease, or

(c) the Tenant being an individual (or being more than one individual any one or
more of them)  becomes  bankrupt or (being a company)  enters  into  liquidation
whether  compulsory  or  voluntary  (save for the  purpose  of  amalgamation  or
reconstruction  of a  solvent  company)  or  has a  receiver  appointed  of  its
undertaking or (in either case) enters into an  arrangement  or composition  for
the  benefit of its  creditors  the  Landlord  may at any time  thereafter  (and
notwithstanding  the waiver of any  previous  right of  re-entry)  re-enter  the
Premises  of any part  thereof in the name of the whole and  thereupon  the Term
shall  absolutely  cease and  determine  but without  prejudice to any rights or
remedies  which  may then have  accrued  to either  party  against  the other in
respect of any  antecedent  breach  (including  the breach in  relation to which
re-entry is made) of any of the covenants and conditions contained in this Lease

Floor Area
9.2 For all purposes in relation to this Lease the Net or Gross Internal Area of
the  Premises  are to be  measured  in  accordance  with  the  R.I.C.S.  Code of
Measuring Practice Second Edition January 1987 (which includes space occupied by
heating apparatus) or any subsequent amendment or substitution thereof

Effect of Waiver
9.3.1. Each of the Tenant's covenants shall remain in full force both at law and
in equity  notwithstanding  that the  Landlord  shall  have  waived or  released
temporarily  any such covenant or waived or released  temporarily or permanently
revocably or irrevocably a similar covenant or similar covenants affecting other
adjoining  or   neighbouring   premises   belonging   to  the  Landlord   

9.3.2.  Notwithstanding  the acceptance of or demand for rent by the Landlord or
any agent of the Landlord with  knowledge of a breach of any of the covenants on
the part of the Tenant  herein  contained the  Landlord's  right to forfeit this
Lease on the ground of such breach  shall  remain in force and the Tenant  shall
not in any  proceedings  for  forfeiture  be  entitled  to rely  upon  any  such
acceptance or demand as aforesaid as a defence

Rights Easements etc.
9.4 The  operation  of  Section  62 of the Law of  Property  Act  1925  shall be
excluded  from this  Lease and the only  rights  granted to the Tenant are those
expressly  set out or referred to in this Lease and the Tenant  shall not during
the Term  (whether  by  virtue of this  Lease or  otherwise)  acquire  or become
entitled  by any  means  whatsoever  to,  any  other  easement  from  or over or
affecting  the  remainder  of the Estate or any other land or premises now or at
any time hereafter belonging to the Landlord and not comprised in this Lease

Representations
9.5 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 or has been made by the Landlord's Solicitors to
the Tenant's Solicitors in writing

Licences etc.  Under Hand
9.6 Whilst the Landlord is a limited  company or other  corporation all licences
consents approvals and notices required or permitted to be given by the Landlord
shall be deemed  sufficient  if given under the hand of a Director the Secretary
or other duly authorised officer of the Landlord

Tenant's Property
9.7 If after  the  Tenant  has  vacated  the  Premises  on the  expiry or sooner
determination  of the Term  any  property  of the  Tenant  remains  in or on the
Premises  and the  Tenant  fails to remove  it within  seven  days  after  being
requested  in  writing  by the  Landlord  so to do or if  after  using  its best
endeavours  the  Landlord is unable to make such a request to the Tenant  within
fourteen days from the first  attempt so made by the Landlord:  

(a) the Landlord may as the agent of the Tenant sell such property provided that
the Tenant will indemnify the Landlord  against any liability  incurred by it to
any third party whose  property shall have been sold by the Landlord in the bona
fide  mistaken  belief  (which shall be presumed  unless the contrary be proved)
that such property belonged to the Tenant

(b) if the  Landlord  having  made  reasonable  efforts  is unable to locate the
Tenant  the  Landlord  shall be  entitled  to retain the said  proceeds  of sale
absolutely  unless the Tenant shall claim the same within six months of the date
upon which the Tenant vacated the Premises, and

(c) the Tenant shall indemnify the Landlord against any damage occasioned to the
premises or any adjacent or neighbouring premises of the Landlord and any proper
actions claims  proceedings costs expenses and demands made against the Landlord
which are directly caused by or related to the presence of the property in or on
the Premises

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

9.9  This  Lease  shall  be  SUPPLEMENTAL  to the  Registered  Transfers  and in
particular the  definitions  of all words and phrases  therein  contained  shall
wherever the context so permits in relation to the  Schedules  hereto also apply
to this Lease as if the same had been repeated herein in extenso

Option to Break
9.10 If the Tenant  shall  desire to  determine  the term hereby  granted at the
expiration  of ten years hereof  namely the 7th day of September  1998 and shall
give effect to the Landlord not less than six months  previous notice in writing
of such desire then  immediately  on the  expiration of ten years namely the 7th
day of September 2008 the present demise and everything  herein  contained shall
cease and be void but  without  prejudice  to the  rights  and  remedies  of any
antecedent  claim for breach of covenant  PROVIDED  ALWAYS THAT the Tenant shall
pay an  additional  three  months rent to the  Landlord on the  expiration  date
namely the 7th day of September 2008

10. The Guarantor  covenants with the Landlord in the terms of the provisions of
the Sixth Schedule of this Lease

IN WITNESS  whereof the parties have duly executed this Instrument as a Deed the
day and year first before written


                                 FIRST SCHEDULE
                                  The Premises

"The  Premises"  means ALL THAT land  (including 14 car parking  spaces) and the
building erected thereon having a gross internal area of 328.48 square metres or
thereabouts  comprising  Unit Number  35(8A)  within Group "C" on the Estate the
extent of which is for identification  purposes only shown edged red on the Plan
No. 2 hereto annexed  TOGETHER with the benefit of any rights but SUBJECT to all
exceptions and  reservations  covenants  conditions  agreements and declarations
contained or mentioned in the Landlord's said Registered  Title BK260648 insofar
as they relate to or affect the Premises and  including:-  

(a) all additions and improvements to the Premises

(b) all the  Landlord's  fixtures and fittings and fixtures of every kind now in
or upon or which  shall  from time to time be in or upon the  Premises  (whether
originally affixed or fastened to or upon the same or otherwise) except any such
fixtures  installed by the Tenant which can be removed from the Premises without
defacing the same and

(c) any Pipes that  exclusively  serve the Premises but  excluding the pipes and
any conduits

(d) the roof only to the extent that it covers the Premises

(e) the foundations only to the extent of the premises

(f) the gutters only to the extent that they hang from the Premises

(g) the fall of the wall partitioning the Premises from the Adjoining Premises

                                 SECOND SCHEDULE
                             Part 1 - Rights Granted

The rights as incident or appurtenant  to the occupation of the Premises  hereby
granted  by the  Landlord  in the  following  terms:-  

(a) The  benefit of the  Subjective  Easements  reserved  out of the  Registered
Transfers  so far as the same can  relate to or are  capable of  benefiting  the
Premises

(b) The  benefit of all rights and  easements  reserved  out of any  previous or
future  lease of or transfer of the title to any of the units so far as the same
can relate to or are capable of benefiting the Premises

(c) The  supply of  Services  through  the  Conducting  Media now or within  the
Perpetuity  Period laid or to be laid in under or over any part of the remainder
of the Estate now  belonging  to the Landlord  (hereinafter  referred to as "the
Rest of the  Development")  and intended to serve the Premises  and/or any other
land

(d) The right to enter upon the Estate (but not any buildings  erected  thereon)
without  thereby causing any material  interference or disturbance  with the use
and enjoyment of the same in order to deal with the Premises and any  Conducting
Media in on or over the same

(e) All rights of support now subsisting  from the Rest of the  Development  (to
the extent that such support now exists) and all existing or intended  rights to
the overhang of eaves gutters  downspouts and similar  services and all (if any)
intended  rights  to  maintain  foundations  within  or  under  the  Rest of the
Development

(f) A right of way at all times and for all  purposes  with or without  vehicles
over and along the  roadways  on the  Estate and to give  access to Duke's  Ride
PROVIDED  that the  person  or  persons  exercising  any of the  rights of entry
hereinbefore granted shall cause as little damage and interference as reasonably
possible  and make  good  all  physical  damage  thereby  occasioned  as soon as
practically possible

                                 SECOND SCHEDULE
                      Part 2 - Exceptions and Reservations

Exceptions and Reservations out of this demise as incident or appurtenant to the
ownership and  occupation of the remainder of the Estate and each and every part
thereof  in the  following  terms:-  

(a) The  Supply of  Services  through  the  Conducting  Media now or within  the
Perpetuity  Period  laid or to be laid in or  under  or over  the  Premises  and
intended to serve the remainder of the Estate and/or other land whether  jointly
or exclusively

(b) the right to enter upon the Premises (but not any buildings erected thereon)
without  thereby causing any material  interference or disturbance  with the use
and  enjoyment  of the same by the  Tenant in order to Deal With any part of the
Units and/or the  Conducting  Media and/or the remainder of the Estate  PROVIDED
that the person or persons exercising any rights of entry hereinbefore  reserved
shall cause as little  damage and  interference  to the Premises as possible and
make good all physical  damage  thereby  occasioned  to the Tenant's  reasonable
satisfaction as soon as practically possible

(c) All rights of support now  subsisting  from the Premises (to the extent that
such support now exists) for the benefit of the  remainder of the Estate and any
buildings  roads  or  other  structures  now  or  hereafter  to  be  erected  or
constructed  thereon within the  Perpetuity  Period and all existing or intended
rights to the overhang of eaves gutters  downspouts and similar services and all
(if any) intended rights to maintain foundations within or under the Premises

(d) For the  Landlord (as  developer)  or its  successors  in title the right to
enter upon the  Premises  for the purpose of  carrying  out and  completing  the
construction  of any of the other units on the remainder of the Estate  PROVIDED
that the person or persons exercising any rights of entry hereinbefore  reserved
shall cause as little  damage and  interference  to the Premises as possible and
make good all physical  damage  thereby  occasioned  to the Tenant's  reasonable
satisfaction as soon as practically possible

                                 THIRD SCHEDULE
                                   Rent Review

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

1.2  "Review  Period"  means the period  between the Review  Date  specified  in
paragraph 1.10 of the Particulars of this Lease and the expiry of the Term;

1.3 "the Assumptions" mean the following assumptions at the Review Date:

(a) that no work has been  carried out on the  Premises by or with the actual or
tacit  consent of the  Tenant its  sub-tenants  or their  predecessors  in title
during the Term which had diminished the rental value of the Premises and if the
Premises have been destroyed or damaged that they have been fully restored,  

(b) that the  Premises are  available to let by a willing  Landlord to a willing
tenant  without  a  premium  but  with  vacant  possession  and  subject  to the
provisions  of this Lease (other than the amount of the Rent but  including  the
provisions  for rent review at similar  intervals  as those in this Lease) for a
term of ten years and subject also to the provisions of the 1954 Act, and

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

(d) that the Premises are fitted out in accordance with an office  specification
attached hereto and fully completed with good quality carpets. For the avoidance
of doubt the carpets are a Landlords fixture

1.4      "the Disregarded Matters" mean:

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

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

(c) any increase in rental value of the Premises  attributable  to the existence
at the  relevant  Review  Date of any  improvement  to the  Premises  (including
without  prejudice  to the  generality  of the  foregoing  the fitting out works
carried  out  by  the  Tenant  to  the  ground  floor  of  the  Premises  at the
commencement of the Term) which has been carried out with consent where required
otherwise than in pursuance of an obligation to the Landlord or its predecessors
in title  (other than  pursuant  to Clause  5.6.1 to 5.6.4 of this Lease) by the
Tenant its sub-tenants or their respective predecessors in title during the Term
or during any period of occupation prior thereto arising out of any agreement to
grant such term

(d) any rent free period at the commencement of the Lease

1.5 "the  Revised  Rent"  means the open  market  rental  value of the  Premises
current at the Review Date taking into account the Assumptions and  disregarding
the Disregarded Matters

1.6 "the President" means the respective  President for the time being of either
(a) the Royal Institution of Chartered Surveyors or (b) the Incorporated Society
of Valuers and  Auctioneers or the  respective  successors in title to each such
body, the duly appointed deputy of such President,  or any person  authorised by
such President to make appointments on his behalf

1.7 "the  Independent  Expert" means a person (being a Surveyor who  customarily
practices  in regard to  property  which is  substantially  similar  in type and
nature to the  Premises  and who is  acquainted  with the  market in the area in
which the Premises are situate) appointed by agreement between the parties or in
default of agreement  within  fourteen  days of one party  giving  notice to the
other of its  nomination or  nominations  then nominated by the President on the
application  of either  party or both of them  jointly made not earlier than six
months before the Review Date or at any time thereafter  (Provided that if there
shall be any dispute or difference as to which President has made the nomination
then the  first in time  shall  apply  and if it is not clear as to which is the
first in time then the Landlord's application shall prevail)

2.       The Rent shall be:

(a) until the Review Date the Initial Rent  specified  in  paragraph  1.9 of the
Particulars of this Lease, and 

(b) during the Review Period,  a rent equal to the Rent payable under this Lease
immediately prior thereto or the Revised Rent whichever shall be the greater

3. The Revised  Rent for the Review  Period may be agreed in writing at any time
between the parties or (in the absence of agreement) determined not earlier than
the Review Date by the Independent Expert

4.The Independent Expert shall be requested to:-

(a) act as an expert and not as an arbitrator

(b) take into account any written  submission  received by him (and also sent to
the other party) within 20 days of his  appointment  and also that other party's
written comments thereon received by him within 45 days of his appointment

(c) not have to hear oral submissions

(d) determine the Revised Rent in accordance with his own independent judgement

(e) make an award as to liability for the cost of such reference  which shall be
final and binding upon the parties

(f) be  discharged  if he shall die unduly  delay or become  unwilling  unfit or
incapable  of acting and if for these or any other  reason the  President  shall
upon the  application of either party by notice in writing elect in his absolute
discretion to discharge him and appoint another Independent Expert in his place

5. When the Revised Rent shall have been  ascertained  in  accordance  with this
Schedule,  memoranda  thereof shall be signed by or on behalf of the parties and
annexed to this Lease and its  counterpart  and the parties shall bear their own
costs in respect of this

6. If the  Revised  Rent  payable  on and  from  the  Review  Date  has not been
ascertained  by the Review  Date Rent shall  continue  to be payable at the rate
previously  payable (such  payments  being on account of the Rent for the Review
Period) and within 14 days of the Revised Rent being ascertained (that is to say
the date when the same has been  agreed  between  the parties or the date of the
Independent  Expert's  award) the Tenant shall pay to the Landlord any shortfall
between (a) what would have been paid on the Review  Date and on any  subsequent
Rent payment days had the Revised  Rent been  determined  on the Review Date and
(b) the payments made by the Tenant on account  (together  with Interest on such
shortfall at 3% below the Interest  Rate for the period from the date upon which
every such instalment was due up to the date of payment of the said shortfall)

7. If at the Review Date there shall be in force a statute  which shall  prevent
restrict or modify the  Landlord's  right to review the Rent in accordance  with
this Lease and/or to recover any  increase in the Rent the  Landlord  shall when
such restriction or modification is removed relaxed or modified be entitled (but
without  prejudice  to its rights (if any) to  recover  any Rent the  payment of
which has only been  deferred by law) on giving not less than one months  notice
in writing to the Tenant at any time within 6 months  (time being of the essence
of the contract) of the  restriction or  modification  being removed  relaxed or
modified to proceed with any review of the Rent which may have been prevented or
further to review the Rent in respect of any review where the  Landlord's  right
was  restricted  or modified and the date  specified in the said notice shall be
deemed for the purposes  hereof to be the Review Date and the Landlord  shall be
entitled to recover any resulting increase in Rent with effect from the earliest
date then permitted by Law


                                 FOURTH SCHEDULE
                            The Operational Covenants

1.       Repair etc. and Decoration

1.1 To clean the windows and other glass in the  exterior of the  Premises  both
internally and externally throughout the Term when reasonably necessary

1.2 To maintain the carpets and other floor coverings in the Premises in a clean
condition and to replace them as often as may be necessary  including carpets of
a suitable colour and quality for office use in the Premises

1.3 To keep  the  Premises  sufficiently  supplied  and  equipped  with all fire
fighting and  extinguishing  appliances  from time to time required by law or by
the Local or other competent Authority or reasonably required by the Landlord or
the insurers and to maintain the same to their reasonable  satisfaction and such
appliances  shall be open to  inspection  and also not to  obstruct or permit or
suffer to be obstructed the access to or means of working such appliances or the
means of escape from the Premises in the case of fire

2.       User

2.1 Not to use the  Premises  except  for the  purpose of high  quality  offices
and/or  other  premises  comprised  within  Class  B1(a) of the Town and Country
Planning (Use Classes) Order 1987

2.2 Not to use the Premises for any other purpose without the Landlord's consent
such consent not to be unreasonably withheld (but subject nevertheless to Clause
5.11.4 hereof)

2.3  The  Tenant  hereby  acknowledges  and  admits  that   notwithstanding  the
provisions hereof as to the use of the Premises the Landlord does not thereby or
in any way give or make any  representation  or warranty  that any such use is a
permitted use within the provisions of legislation  relating to Town and Country
Planning 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 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

2.4 Not to use the car  parking  spaces  forming  part of the  Premises  for any
purpose  other than the parking  during the Tenant's  normal  business  hours of
private and light industrial motor vehicles

3.       Aerial Signs and Advertisements

3.1 Not without the consent of the Landlord (such consent not to be unreasonably
withheld or delayed) to erect any pole mast or wire (whether in connection  with
telegraphic telephonic radio or television  communication or otherwise) upon any
part of the outside of the Premises

3.2 Not  without  the  consent  of the  Landlord  to affix or to  exhibit on the
outside of the  Premises or to or through any window of the Premises any placard
sign notice fascia board or  advertisement  except the approved sign referred to
in paragraph 3.3. of this Schedule

3.3 At all times to display and  maintain a suitable  sign  showing the Tenant's
trading name and business  (and in the event of any approved sub letting of part
of the Premises a similar sign relating to that sub lessee) of a size design and
materials and in a position  (within the recessed  panel in the brickwork of the
Premises)  previously  approved in writing by the Landlord (such approval not to
be unreasonably withheld or delayed)

3.4 In respect of any matter so approved by the Landlord pursuant to this clause
the Tenant will comply with any  reasonable  direction  given by the  Landlord's
Insurers as to the  insurance  of anything so annexed or affixed to the exterior
of the  Premises and will  reimburse  to the  Landlord  within 7 days of written
demand  being made any  additional  insurance  premium  payable by the  Landlord
therefor and pending any such insurance will keep the Landlord fully indemnified
against all claims or  liabilities  in any way  relating to such  annexation  or
affixation  and the Tenant will not stand or place or deposit any goods articles
or things for display sale or otherwise outside any part of the Premises

4. Keep Tidy

4.1 Not to cause any land roads passage or pavement  abutting on the Premises to
become  obstructed untidy or in a dirty condition and not to carry out any works
or other operations outside the building upon the Premises

4.2 Not to bring or keep or suffer to be  brought or kept  stored  (except in an
authorised  bin store  which the  Tenant  is  hereby  granted  the right to use)
stacked or laid out upon any land within the Premises or the  curtilage  thereto
any materials equipment plant bins crates cartons boxes or receptacles for waste
or any other item which is or might become  untidy  unclean  unsightly or in any
way detrimental to the amenity of the area generally

4.3 Not to deposit or permit to be deposited  any waste rubbish or refuse on any
part of the land within the  Premises or the  curtilage  thereto and to place or
deposit all waste rubbish or refuse only in suitable  receptacles and within the
area set aside for the  purpose  and to  arrange  for the  removal  of all waste
materials and rubbish which the local authority shall not dispose of

5.       Roof and Floor Weighting

5.1 Not without the consent in writing of the Landlord  (such  consent not to be
unreasonably  withheld  or  delayed)  to: 

(a)  suspend  any weight  from the portal  frames  stanchions  or purlins of the
Premises  or use the same for the  storage  of goods or place any weight on them
unless the same are suitably strengthened, or

(b) have on the Premises any safes machinery goods or other articles which shall
be unduly  noisy or which may strain or damage the  Premises or cause  dangerous
vibrations

5.2 On any application by the Tenant for the Landlord's  consent under paragraph
5.1 the Tenant  shall make  available  to the  Landlord a report by the Tenant's
expert in relation to the floor loading proposed by the Tenant

6.       Unloading and Parking and Obstruction of Access

6.1 Not to unload any goods or materials  from vehicles and convey the same into
the Premises except through the approved entrance or entrances  provided for the
purpose and not to cause  congestion of the adjoining areas or  inconvenience to
any other user of them

6.2 No road  forecourt  passageway  or other area leading to or giving access to
the Premises  shall be damaged or  obstructed or used in such manner as to cause
in the reasonable  opinion of the Landlord any nuisance  damage or annoyance and
to comply with any  reasonable  directions  and  regulations  of the  Management
Company made from time to time with regard to the use thereof

7.       Electricity Supply

Not to cause allow or suffer the  electricity  supply to the  Premises to become
overloaded

8.       Discharge into Pipes

Not to  discharge  into any of the  Pipes  serving  the  Premises  or any  other
property any oil grease or other deleterious  matter or any substance which is a
source of danger to the drainage  system of the Premises or such other  property
or part thereof and not to cause or permit any excessive  discharge  which shall
create or contribute to an overload of the system

9.       Prohibited Uses

9.1 Not to use the Premises for any business  connected  with the Motor Trade or
for any  public  meeting  exhibition  or  entertainment  or as a  hotel  club or
amusement  arcade or permit any musical  instrument  radio  television  or other
sound  emitting  equipment  to be operated so as to be audible  from outside the
Premises

9.2 Not to  engage in any  works or other  operations  or permit or store on the
Property any goods or other articles  which may by reason of smell  infection or
radioactivity  affect any other goods or articles (of whatever  kind and however
sensitive)  elsewhere  upon the Estate or generate an excessive  degree of noise
and/or dust which may constitute a breach of the planning consent

                                 FIFTH SCHEDULE

(a) Title numbered BK260648 in H M Land Registry

(b) Title numbered BK291692 in H M Land Registry (relating to the Common Parts)

(c) The Registered Transfers

(d) The Outline  Planning  Consent  Number  622867  issued by  Bracknell  Forest
Borough Council on 7th October 1997.

                                 SIXTH SCHEDULE
                              Guarantee provisions

1. That the Tenant will at all times during the Term pay the Rents and all other
sums  covenanted  to be paid by the  Tenant at the  respective  times and in the
manner  appointed for payment thereof and also will duly perform and observe and
keep the several covenants stipulations and conditions on the part of the Tenant
to be performed and observed and kept and that the  Guarantor  will pay and make
good to the Landlord  all losses  costs and  expenses  sustained by the Landlord
through  the  default of the  Tenant in  respect of any of the  before-mentioned
matters  PROVIDED  ALWAYS that any  neglect or  forbearance  of the  Landlord in
endeavouring  to obtain payment of the Rents and other sums as and when the same
shall  become due or any delay on the part of the  Landlord to take any steps to
enforce performance or observance of the said several covenants stipulations and
conditions shall not release or in any way lessen or affect the liability of the
Guarantor  under  the  guarantee  on  the  part  of the  Guarantor  hereinbefore
contained

2. That if the Tenant being an individual shall become bankrupt or if the Tenant
for the time  being is a  company  and  shall  enter  into  liquidation  and the
Tenant's  trustee in bankruptcy or the  Liquidator of the Tenant shall  disclaim
this Lease and if the Landlord  shall within three months after such  disclaimer
by notice require the Guarantor or the Guarantor's  personal  representatives or
assigns  to  accept a lease of the  Premises  for a term  commensurate  with the
residue which if there had been no disclaimer would have remained of the Term at
the same Rents and under the like covenants conditions provisions agreements and
declarations  as are reserved by and contained in this Lease (the said new lease
and the rights and  liabilities  thereunder  to take effect from the date of the
said disclaimer) then and in such case the Guarantor or the Guarantor's personal
representatives  or assigns  shall accept such lease  accordingly  and execute a
counterpart  thereof and pay the Landlord's  solicitors' costs and disbursements
of and incidental thereto

3. This  guarantee  shall enure for the benefit of the successors and assigns of
the Landlord  under this Lease without the  necessity for any  assignment of the
benefit thereof

4. This  guarantee is also to take effect  immediately  on the assignment of the
Lease to the Tenant under clause 5.8 hereof and is to remain in force so long as
and to the extent that the Tenant is not released by law from  liability for the
Tenant's covenants in the Lease

5. In the context of these guarantee  provisions  reference to the Tenant are to
the assignee only (in its capacity as Tenant) with respect to whom his guarantee
is given

THE COMMON SEAL of
T A FISHER & SONS LIMITED was hereunto affixed in the presence of:-

Director /s/J. Fisher


Secretary /s/M. Stewart


THE COMMON SEAL of
WELLINGTON PARK
MANAGEMENT LIMITED
was hereunto affixed in the presence
of:-

Director /s/J. Fisher

Secretary /s/M. Stewart


EXECUTED AS A DEED by
SAVILLE SYSTEMS (UK)
LIMITED by


Director /s/Christopher A. Hanson

Secretary /s/Lisa Miller


EXECUTED AS A DEED by
SAVILLE SYSTEMS PLC by


Director /s/John J. Boyle, III

Secretary /s/Lisa Miller

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                          OUTLINE OFFICE SPECIFICATION



                     UNITS 35 - 38 WELLINGTON BUSINESS PARK
                                   DUKES RIDE
                                   CROWTHORNE
                                   BERKSHIRE.

                 Approximate Schedule of Accommodation m2 (ft2)


Unit     Nett
         Int.

35       289 (3106)

36       289 (3106)

37       317 (3407)

38*      317 (3407)


The Buildings:  Generally  comprise the construction of a two storey office unit
with traditional brick elevations;  in-situ concrete ground floor slab; pre-cast
concrete first floor and stairs;  structural  steel frame;  pitched roof covered
with BSC  Colourcoat HP 200 (or equal)  plastic  coated steel  sheeting;  double
glazed  windows and doors;  raised  particle  access floors;  air  conditioning;
mechanical,  electrical  and  sanitary  installations;  floor,  wall and ceiling
finishes.


*Unit 38 shell construction @ Ground Floor.

1.       Foundations

Concrete  bases,  strips,  ground  beams and the like  including  all  necessary
reinforcement  will be formed in  excavations,  designed  and  inspected  by the
appointed Engineer, to the approval of the Local Authority Building Inspector.

2.       Ground Floor Slab

Reinforced  concrete  ground-bearing  slab.  Floor  finish  to  office  areas to
comprise  proprietary  raised  access floor  system.  Floor finish  elsewhere to
comprise min. 75 mm sand/cement screed.

3.       Structural Frame

Structural  Steel framing with columns,  beams and rafters  together with design
wind bracing and all secondary steel to the Engineer's design. All exposed steel
to conform to Building Regulations with regard to fire protection. All steelwork
to be  shotblast  clean to BS 4232 with one coat of red oxide primer and exposed
steelwork subsequently decorated on completion.

4.       Suspended Floor & Staircase

First floor  construction to comprise  Pre-Cast Concrete slabs or block and beam
construction. Microfloor or similar raised access floor system; 38 x 600 x 600mm
medium office grade panels.

5.       Roof Structure/Coverings

Profiled sheet metal roofing system comprising 0.7mm Colorcoat HP200 steel outer
sheet,  or  similar,  self-finished  steel  lining  sheet,  80mm  Mineral  Fibre
Insulation to meet Building Regulation requirements.

6.       External Walls

Generally  comprising  105mm facing brick;  80mm part  insulated  cavity;  140mm
medium  density  concrete  blockwork  (fair-faced  internally  to Unit 38 ground
floor). Stainless steel cavity wall ties.

GRP white numbered canopy fixed to front elevation above main entrance door.

Soldier  course brick strings to include  special  bricks at window heads and/or
cills.

Mortar generally to be 1:1:6 with colouring agent to face brickwork;  1:3 cement
mortar below d.p.c. level.

7.       Windows and External/Internal Doors

Polyester-powder colour coated aluminium doors and window frames (excluding fire
exit  doors to rear  elevation)  with  sealed  double  glazed  window  units and
toughened glass to doors, letter plate to mid-rail.

MDF painted window cills internally with profile metal cills externally.

Fire exit doors to rear elevation to be external  quality  ply-faced in softwood
frame with weather-board and water-bar fitted with "escape ironmongery".

Internal  doors  generally  40mm Koto  veneered  flush doors  pre-finished  with
wrought softwood linings. Appropriate ironmongery to Fire Officer approval.

8.       Internal Walls/Partitions

215mm party walls comprising 2 leaves of 100mm dense concrete blockwork.

Partitions/walls  to be 100mm medium density blockwork,  generally plastered and
finished with emulsion paint. Unit 38 ground floor window reveals to be rendered
to stainless steel stop-bead on inside edge.

Glazed ceramic wall tiles 150 x 150mm to W.C. cistern casings and splashbacks to
kitchen worktop.

9.       Floor and Ceiling Finishes

Carpet tile finish (or P.C.  allowance)  to ground and first floor  office areas
and stairway/entrance lobby areas. Polyflor or similar vinyl sheet to ground and
first floor W.C. and kitchen areas.

Ceilings to all office areas, stairways etc. to comprise mineral fibre suspended
ceiling tiles in lay-in grid to achieve class 1 spread of flame.

10.      Kitchen Area

First floor  kitchen area with single  stainless  steel sink unit with  combined
floor unit. Full length worktop with power socket provision for appliances.

11.      Air Conditioning

Comfort  cooling and heating via heat pump design  comprising 3 No.  ducted type
units per floor positioned within the ceiling void.  Insulated flexible ductwork
connected  to each unit to serve  4-way  blow  diffusers  evenly  spaced  within
ceiling grid.

External condensing units fitted to rear elevation external wall.

12.      Mechanical and Electrical Installations

Main switch gear:  3-phase and neutral  switch fuse with 8-way TPN  distribution
board with MCB's.

Office areas to be fitted with 1200 x 600mm recessed  fluorescent  fittings with
Category 2 louvers.  Ancillary areas including ground floor disabled  W.C./lobby
to be surface type fittings.

Emergency lighting to be of the self-contained  type either separate or integral
to the luminaire.

Fire Alarm system provided  complete with manual point,  bell sounders and smoke
detectors.

Power installation, telephone and computer outlets and wiring by occupier.

Heating to  ancillary  areas and hot water  provided  by  room-sealed  gas-fired
combination  boiler  with  fan-assisted  flue.  W.C.  areas  equipped  with  all
necessary sanitary fittings Caradon Twyford Avalone or Celtic W.C. pans.

Ventilation: mechanical extract systems to W.C. areas controlled by light switch
with over-run timer.

13.      Rainwater Disposal

Pressed  steel  fascias and  gutters,  square or  circular  pvc  down-pipes  and
fittings.

14.      Service Supplies

The developer will provide incoming gas,  electricity,  water and BT supplies to
the buildings.

Electricity supply will be 3 Phase and neutral supply.

Gas supply to semi-concealed meter box terminating with consumer control valve.

Water supply 20mm connection of metered water main.

BT supply provided with ducted entry point.

15.      External Works Generally

Drainage - Surface water and foul water  drainage  installed in accordance  with
Architects design and to Local Authority requirements.

Estate  Roadway and Parking Areas - Estate roadway and parking areas finished in
black macadam. Circulation areas finished in concrete block paviors.

External  Lighting - external  lighting to be  provided  via  bollards  and lamp
columns serviced from landlords meter cabinet and distribution  board.  External
lighting  provided  above main entrance door.  Emergency  lighting in accordance
with Building Regulation requirements.

Landscaping  - A  detailed  landscaping  scheme  will be  implemented  to  Local
Planning Authority approval.

Refuse  Disposal - A communal  timber bin store  enclosure  will be  provided to
Local Authority requirements.

Type of materials,  products and  workmanship  shall be in  accordance  with the
relevant  provisions of current Planning and Building  Regulation  Requirements,
BSI documents and Codes of Practice.

These  particulars  do not form part of any  contract and they may be subject to
correction and  modification  as  availability  of materials and goods and other
considerations demand.

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