EXHIBIT 10.0


THIS LEASE is made the 26 day of May 1997 BETWEEN CLYBAUN CONSTRUCTION
LIMITED having its registered office at 4 The Maples, Dr. Mannix Road,
Salthill, Galway in the County of Galway (hereinafter called "the
Landlord") of the One Part and SAVILLE SYSTEMS PLC having its registered
office at IDA Business Park, Dangan, Galway in the County of Galway
(hereinafter called "the Tenant") of the Other Part. WITNESSETH as
follows:-

DEFINITIONS:

1.1 The terms  defined in this clause  shall for all purposes of this Lease have
the meanings specified in this clause.
1.2 "the Premises"  shall mean ALL THAT part of the Lands of Dangan Lower in the
Barony and County Borough of Galway more  particularly  delineated and edged red
on the map attached hereto together with the Office Building  erected thereon or
on some part thereof  together  ALSO WITH the  landlord's  fixtures and fittings
therein.
1.3  "the Rights" shall mean the rights set out in Schedule I hereof.
1.4 "the  Exceptions"  shall mean the  exceptions  and  reservations  set out in
Schedule II hereof.
1.5 "Pipes" shall mean and include pipes,  sewers,  drains,  conduits,  ditches,
water courses, culverts, wires, cables, channels and all other conducting media.
1.6  "the term" shall mean the term of 20 years and one
day from and including the 1st day of July 1997 and in relation to Clauses 4 and
5 hereof  shall  include  the period of any  holding-over  or any  extension  or
continuance  thereof  whether by  statute or by common law where the  context so
admits. 
1.7 "the Rent" shall mean; 
(a)  until  the 1st day of July  2002  the  yearly  rent of  IR(pound)170,742.00
exclusive;
(b) during the remainder of the Term such other rent as may become payable under
the provisions of Schedule III hereof.
1.8 "the  Tenant's  Covenants"  shall mean the  covenants set out in Schedule IV
hereof.
1.9 "the  Landlord's  Covenants"  shall mean the covenants set out in Schedule V
hereof.
1.10 "the Insured Risks" shall mean fire, lightning,  explosion, storm, tempest,
flood, bursting and overflowing of water tanks,  apparatus or pipes, impact from
aircraft  and  other  aerial  devices  and  any  articles   dropped   therefrom,
earthquake,  riot,  civil commotion,  strikes,  locked out workers and malicious
persons and such other risks as the  Landlord  shall from time to time  consider
necessary  subject to the availability of insurance cover against such risks and
to the extent that and subject to such conditions as insurance cover against any
such buildings is generally available.
1.11"interest" shall mean interest at the rate of interest charged in respect of
Income tax under the Income Tax Act 1967.
1.12  "the  Planning  Acts"  shall  mean  the  local  Government  (Planning  and
Development) Acts 1963 to 1993 and all statutes  regulations and orders included
by virtue of Clause 2.5 hereof.
1.13 "development" shall have the meaning given to it by the Planning Acts.
1.14 "the Surveyor" shall mean any person or firm appointed by or acting for the
Landlord to perform the function of the Surveyor for any purposes of this Lease.
1.15 "the  Superior  Lease" shall mean the Lease under which the Landlord  holds
the property from Industrial Development Agency (Ireland).

INTERPRETATION:

2.1 The  expression  "the  Landlord"  means the above named its  successors  and
assigns and where the context so admits includes such other person or parties in
whom  for the time  being  the  reversion  immediately  expectant  upon the term
granted by this Lease shall be vested and "the Tenant" means the above named its
successors  in title and  permitted  assigns  and where  the  context  so admits
includes  such other  parties or party in whom for the time being the term shall
be vested.  
2.2  Where  the  Landlord  or the  Tenant  for the  time  being  are two or more
individuals  the terms the  Landlord  and the Tenant  shall  include  the plural
number and the obligations expressed or implied to be made by or with such party
shall be deemed to be made by or with such individuals jointly and severally.
2.3 Words  importing the neuter gender include the masculine or feminine  gender
(as the case may be) and  words  importing  the  masculine  gender  include  the
feminine  gender and vice versa and words  importing the singular number include
the plural number and vice versa.  
2.4 References to any right  exercised by the Landlord or any right  exercisable
by the Tenant in common with the Landlord shall be construed as including (where
appropriate)  the  exercise  of such  right by and in  common  with all  persons
authorised by the Landlord and all other persons having a likeright.
2.5 Any  reference  to a  statute  shall  include  any  statutory  extension  or
modification  or re-enactment of such statute and any regulations or orders made
thereunder.
2.6 Any  covenant  by the  Tenant  not to do an act or thing  shall be deemed to
include an obligation not to permit such act or thing to be done.
2.7 The paragraph headings do not form part of this lease and shall not be taken
into account in the construction or interpretation thereof.

THE DEMISE:

3. The Landlord  HEREBY  DEMISES unto the Tenant the Premises  TOGETHER WITH the
Rights  EXCEPT and RESERVING  unto the Landlord the  Exceptions TO HOLD the same
unto the Tenant for the Term PAYING  therefor unto the Landlord the Rent without
any deduction by equal  quarterly  payments in advance on the usual quarter days
in every year and so in  proportion  for any  period  less than a year the first
such payment to be paid an the execution hereof.

COVENANTS:

4.1 The Tenant  hereby  covenants  with the  Landlord to observe and perform the
Tenant's Covenants at all times during the term.
4.2 The  Landlord  hereby  covenants  with the Tenant to observe and perform the
Landlord's Covenants at all times during the Term.

PROVISOES:

5.1 if and whenever during the Term
(a) the rents (that is the rent as defined and the  proportion  of the insurance
premium)  shall be in arrear and unpaid for twenty one days next after  becoming
payable (whether, formally demanded or not); or
(b) there shall be any breach or non performance or non-observance of any of the
covenants on the part of the Tenant herein contained; or
(c) the Tenant (being an individual) shall become bankrupt or, (being a company)
shall enter into  Liquidation  whether  compulsory  or  voluntary  (save for the
purpose  of  amalgamation  or  reconstruction  of a solvent  company)  or have a
receiver  appointed of its  undertaking  or (in either case) shall enter into an
arrangement  or  composition  for the  benefit  of its  creditors  or suffer any
distress or  execution to be levied on its goods;  then,  and in any of the said
cases,  it  shall  be  lawful  for  the  Landlord  at any  time  thereafter  and
notwithstanding  the waiver of any previous  right of re-entry to re-enter  into
and upon the Premises or any part thereof in the name of the whole 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 of any of the covenants herein contained.

5.2 Nothing herein contained or implied shall give the 'Tenant the benefit of or
the right to enforce or to prevent the release or  modification  of any covenant
agreement or condition  entered into by any Tenant of the Landlord in respect of
any  property  not  comprised  in this  lease.  
5.3 The Landlord shall not be responsible to the Tenant or (save as is otherwise
provided  by  statute)  to the  Tenant's  Licensees,  servants,  agents or other
persons in the Premises or calling upon the Tenant for any accident happening or
injury suffered or damage to or loss of any chattel or property sustained in the
Premises or, the building of which the same forms part.
5.4 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. 
5.5 Such of the  internal  division  walls as divide  the  Premises  from  other
premises of the Landlord shall be deemed to be party walls.
5.6 Nothing in this Lease or in any consent  granted by the Landlord  under this
Lease  shall  imply or warrant  that the  Premises  may be used for the  purpose
herein authorised under the Planning Acts.
5.7 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  save in so far as such  statement or  representation  is
expressly set out in this Lease.
5.8  Except  where any  statutory  provision  prohibits  the  Tenant's  right to
compensation  being  reduced or excluded by  agreement  the Tenant  shall not be
entitled to claim from the Landlord on quitting the Premises or any part thereof
any compensation under the Landlord and Tenant (Amendment) Act, 1980.
5.9 Any notice or  document  under or in  connection  with this  lease  shall be
effectively  given  or  served  if sent by post  or  delivered  to the  intended
recipient or his Solicitor or at his or their last known address.  Where sent by
post, the notice or document shall be deemed to be given or served on the second
day after posting.
5.10 If the  Premises or any part  thereof or access  thereto  shall at any time
during the Term be  destroyed  or so  damaged by fire or any other risk  insured
against by the Landlord so that the Premises or any part thereof  shall be unfit
for  occupation  or use then (i) the Tenant  shall not be entitled to  surrender
this Lease under the  provisions  of Section 40 of the  Landlord  and Tenant Law
Amendment Act,  Ireland,  1860, and (ii) unless the Insurance of the Premises or
the  building of which the same forms part shall have been  vitiated by the act,
neglect,  default or omission of the Tenant the Rents hereby  reserved or a fair
proportion  thereof  according to the nature and extent of the damage sustained,
the  amount  of such  proportion  to be  determined  by the  Surveyor,  shall be
suspended  and cease to be payable  until the  Premises or the  damaged  portion
thereof  shall  have been  reinstated  or made fit for  occupation  or until the
expiration of three years from the catastrophe whichever is the shorter.
5.11 The agreed net Lettable space for the purposes of this Lease and the review
of rent is agreed at 20,696 square feet.

OPTION TO SURRENDER:

6. If the Tenant is desirous of  determining  this Lease at the end of the first
ten or fifteen  years of the Term and of such its desire  gives to the  Landlord
not less than four months  notice in writing and pays all rent and  performs and
observes all the covenants and conditions hereinbefore contained and on its part
to be performed  and observed up to such  determination  then and in either such
case immediately after the expiration of the said period of ten or fifteen years
as the case may be this Lease shall cease and be void but without  prejudice  to
any claim by either party against the other, in respect of any antecedent breach
of any covenant or condition herein contained.

                              SCHEDULE I THE RIGHTS

Right of Way

1. Full right and Liberty for the Tenant its servants and  licensees  (in common
with the  Landlord)  with or  without  vehicles  at all times  for all  purposes
connected  with the Premises but not for any other purpose to pass and repass to
and from the Premises over and along the roadway  leading  thereto.  Services 2.
The free right of passage  arid running of water,  soil,  gas,  electricity  and
other  services  to and from the  Premises  through  all the  Pipes  now made or
passing under or along the adjoining Land of the Landlord.

                           SCHEDULE II THE EXCEPTIONS

Services

1. The free  passage  and running of water,  soil,  gas,  electricity  and other
services  from and to adjoining and  neighbouring  land and the buildings now or
hereafter  erected  therein and through the pipes laid,  made (or to be laid and
made within 21 years) in, upon,  through, or under the Premises and the free and
uninterrupted use of all gas,  electric,  telephone and other Pipes serving such
adjoining and neighbouring  land and buildings now or at any time (within twenty
one  years)  during  the term upon  through,  or under the  Premises.  

Construct Easements 

2. The right to  construct  and  maintain  in,  over or under the  Premises  any
easements or services for the benefit of any adjoining property of the Landlord.

Access

3. The right at any time during the Term (but except in cases of emergency  only
at reasonable  times during normal  office hours after giving  reasonable  prior
notice  to  the  Tenant  and  by  prior  appointment  except  where  the  Tenant
unreasonably  refuses  to make an  appointment  within  a  reasonable  time of a
request from the Landlord) to enter (or in case of emergency to break and enter)
upon the Premises in order;
(a) to inspect,  cleanse, repair, amend, remove or replace with others the Pipes
referred to in Paragraph 1 of this Schedule;
(b) to inspect and execute works in connection  with any of the easements or the
services referred to in this Schedule;
(c) to view the state and  condition of and to repair and maintain any adjoining
property where such work would not otherwise be reasonably practicable;
(d) to  carry  out  work  or to do  anything  whatsoever  comprised  within  the
Landlord's  obligations  herein  contained  whether  or not the Tenant is Liable
hereunder to make a contribution;
(e) to exercise any of the rights  possessed by the Landlord  under the terms of
this Lease.

Light

4. Full right and liberty at any time hereafter and from time to time to execute
works and erections upon or to alter or rebuild any of the buildings  erected on
the Landlord's  adjoining and  neighbouring  lands and to use such adjoining and
neighbouring lands and buildings now or hereafter erected thereon in such manner
as it shall  think fit  notwithstanding  that the access of light and air to the
premises may thereby be interfered with.


                            SCHEDULE III RENT REVIEW

Definitions and interpretation

1.   For the purpose of this lease;
(1)  "Review  Date"  shall  mean  the 1st  day of  July  2002  and  every  fifth
anniversary of that date.
(2) "the Open  Market  Rent"  shall  mean the rent at which the  Premises  might
reasonably  be expected to be let as a whole at the relevant  Review Date in the
open market by a willing  Landlord to a willing  Tenant  without a premium  with
vacant possession of the whole and subject to the provisions of this lease other
than the amount of the Rent but including the  provisions  for rent review for a
term equal to that granted by this Lease.
     (a) on the assumptions that;

     (i) at the  relevant  Review  Date  the  Premises  are  fit  for  immediate
     occupation and use and that no  alterations  nor additions had been carried
     out  thereto by the  Tenant or its  predecessors  in title  during the Term
     which have  diminished  the rental  value of the  Premises  and that if the
     Premises have been destroyed or damaged they have been fully restored;
     (ii)the  tenant's  covenants herein contained have been fully performed and
     observed until the relevant Review Date;

     (b) but there shall be disregarded

     (i) all trade fixtures and fittings  affixed to the Premises  either 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 an
     agreement to grant the Term or by any tenant or  sub-tenant of the Premises
     before  the  commencement  of the  Term  so  long  as the  Landlord  or its
     predecessors  in title have not since the  affixing to the  Premises of the
     said fixture and fitting had vacant  possession of the relevant part of the
     Premises;
     (ii) any  effect on rent of the fact that the  Tenant  its  sub-tenants  or
     their  respective  predecessors  in title  have been in  occupation  of the
     Premises;
     (iii) any  goodwill  attached to the  Premises by reason of the carrying on
     thereat of the business of the Tenant its  sub-tenants or their  respective
     predecessors in title in their respective businesses; and
     (iv) any increase in the rental value of the Premises  attributable  to the
     existence at the relevant Review Date of any improvement to the Premises or
     any part thereof carried out with consent (where required) of and otherwise
     than in pursuance of an obligation to the Landlord or its  predecessors  in
     title either by the Tenant its sub-tenants or their respective predecessors
     in title  during  the Term on or  during  any  period of  occupation  prior
     thereto  arising out of an  agreement to grant the Term or by any tenant or
     sub-tenant of the Premises  before the  commencement of the Term so long as
     the Landlord or its  predecessors  in title have not since the  improvement
     was carried out had vacant possession of the relevant part of the Premises.

(3) Any reference to the Chairman for the time being of the society of Chartered
Surveyors In the Republic of Ireland or to the President of the Incorporated Law
Society of Ireland shall include the duly appointed  deputy of the said Chairman
or  President  and any  person  authorised  by  either of the said  Chairman  or
President to make appointments on his behalf.

The Rent Review

2. At each  Review  Date  the Rent  shall be  reviewed  in  accordance  with the
provisions of this Schedule and from and after each Review Date the Rent payable
in  respect  of the  Premises  shall  be the  greater  of the  Rent  being  paid
immediately before the Review Date and the Open Market Rent an the Review Date.

Fixing the Reviewed Rent

3. The Open Market Rent at any Review Date may be agreed at any time between the
Landlord and the Tenant or (in the absence of  agreement)  will be determined by
an arbitrator to be appointed either by agreement between the parties or subject
to paragraph 4 of this Schedule on the application of either party made not more
than three months  before or at any time after the  relevant  Review Date by the
Chairman  for the time  being  of the  Society  of  Chartered  Surveyors  in the
Republic of Ireland or the President for the time being of the  Incorporated Law
Society of Ireland.

The Appointer

4. If the parties  cannot agree which  Chairman or President  shall nominate the
arbitrator  within 14 days,  time being of the  essence,  of either party giving
notice to the other of its intention to make  application for the appointment of
an  arbitrator  such notice  specifying  the  Chairman or  President  who in the
opinion of the party giving the notice should make the appointment  either party
may apply to the President for the time being of the Incorporated Law Society of
Ireland who will decide  having  regard to the issues  which of the  Chairman or
President  would be the more  appropriate  to nominate the  Arbitrator and whose
decision as to who stall make the said nomination shall be final and binding.

Arbitration

5. The  arbitration  shall be conducted in accordance  with the Arbitration 
Acts,  1954 to 1980 and the decision of the  arbitrator  shall be final and 
binding. 

Memoranda of Revised Rent

6. When the amount of any Rent to be ascertained as hereinbefore  provided shall
have been so ascertained,  memoranda  thereof shall thereupon be signed by or on
behalf of the Landlord and the tenant and annexed to this Lease and  counterpart
thereof and the parties shall bear their own costs in respect thereof.

Payment on Account pending Determination

7. If and so often as the Rent in respect of any period has not been ascertained
pursuant to the foregoing  provisions  before the first day hereby appointed for
payment the tenant  shall  continue to pay at the rate equal to the Rent payable
immediately  before the commencement of the relevant period (such payments being
on account of the Rent for that  period)  until the first day for payment of the
Rent after Rent for, that period has been ascertained  (hereinafter  called "the
Payment Date").

Payment on Determination

8. On the payment  date there shall be payable by the Tenant to the  Landlord by
way of rent (in  addition to the amount of the Rent  otherwise  due on that day)
the  aggregate  of the amounts by which the  instalments  of the Rent payable on
account in respect of that  period in  accordance  with  paragraph 7 hereof fall
short of the amounts  which would have been  payable if the Rent for that period
had been ascertained before the first day for payment  (hereinafter  called "the
Ascertained  Rent") and the  arbitrator may direct that interest be paid on each
instalment due prior to the Payment Date on the difference between the Rent paid
on account in accordance  with paragraph 7 hereof and the  Ascertained  Rent for
the period from the date the said  instalment  was due up to the date upon which
payment is actually made and the arbitrator shall so direct if in his view it is
reasonable in all the circumstances including the parties' conduct on the review
and the result of his substantive determination.

Statutory Rent Restriction

9. If at any of the Review  Dates there shall be in force a statute  which shall
prevent, restrict or modify the Landlord's right to review and increase the Rent
in  accordance  with this Lease,  the Landlord  shall when such  restriction  or
modification is removed, relaxed or modified be entitled on giving not less than
one  month's  notice in writing to the Tenant 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 far the  purposes  hereof to be a
Review Date  (providing  that  nothing  herein shall be construed as varying any
subsequent  Review  Dates) and the  Landlord  shall be  entitled  to recover any
resulting increase in Rent with effect from such date as shall then be permitted
by Law.

                       SCHEDULE IV THE TENANT'S COVENANTS

Rent

1. To pay the rent on the days and in the manner aforesaid  provided that if and
so long as the  amount  of rent  which  the  Tenant  is  liable  to pay shall be
restricted by Law the Tenant will in lieu of the Rent pay the maximum  amount of
rent  which  such   restriction  may  from  time  to  time  allow  and  in  such
circumstances  the term "the Rent" shall be  construed  as meaning  such maximum
amount.

Outgoings

2. To pay and  indemnify  the landlord  against all rates,  taxes,  assessments,
duties,  charges,  impositions  and  outgoings  which now are or during the Term
shall be charged,  assessed or imposed  upon the Premises or any part thereof or
upon the owner or  occupier  thereof  and to pay the Value  Added Tax and Stamp
Duty due or payable or arising  under or in  connection  with this lease and the
Counterpart thereof.

Superior Lease

3. Not to do or permit to be done  anything  which would  constitute a breach of
the  covenants on the  Lessee's  part and  conditions  contained in the Superior
Lease and to reimburse  the Landlord and indemnify it in respect of any payments
falling due to be paid to  Industrial  Development  Agency  (Ireland)  under the
terms of the superior Lease.

Insurance

4.1 To repay to the  Landlord on demand the sums which the  Landlord  shall from
time to time pay by way of Premiums (and all of any increased  premiums  payable
by  reason  of any act use or  omission  by or on the  part of the  Tenant)  for
keeping the  Premises  insured  under the  covenant on the part of the  Landlord
contained  in Paragraph 2 of Schedule V hereof. 
4.2 Not to do or omit  anything  whereby  any  policy of  insurance  on the
Premises  may become  void or  voidable  wholly or in part nor  (unless the
Tenant  shall have  previously  notified the Landlord and has agreed to pay the
increased premiums) anything whereby additional  insurance premiums may become 
payable.
4.3 In the event of the Premises or any part thereof being destroyed by any
of the Insured Risks at any time during the Term and the  insurance  money under
any policy of insurance  effected  thereon being by reason of any act or default
of the Tenant wholly or partially  irrecoverable forthwith in every such case to
rebuild and  reinstate at its own expense the Premises or the part  destroyed or
damaged to the reasonable satisfaction and under the supervision of the Surveyor
the Tenant being allowed  towards the expenses of so doing upon such  rebuilding
and  reinstatement  being  completed  the amount (if any)  actually  received in
respect of such destruction or, damage under any such insurance as aforesaid.
4.4 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 an 
obligation  herein  contained) then to apply all moneys received by virtue of 
such insurance in making good the loss or damage in respect of which the same 
shall have been received.

Repair

5. To keep the Premises and the Pipes therein or used  exclusively by the Tenant
together  with the  fences or walls and any other  means of  demarcation  on the
boundaries  in good and  substantial  repair and condition and well cleansed and
maintained.

Decoration

6. In the year 2001 and every fifth year thereafter and also in the last year of
the Term  (whether  determined by affluxion of time or otherwise) to prepare and
paint, grain and varnish in a good and workmanlike manner all necessary external
parts of the  Premises  previously  or usually  painted,  grained and  varnished
respectively in colours  approved by the Landlord and in the year 2001 and every
fifth year  thereafter and also in the last year of the Term whether  determined
by  affluxion of time or  otherwise)  in like manner to paint,  grain,  varnish,
whitewash,  colour and paper with paper of a suitable quality all internal parts
of the Premises  previously or usually so treated such painting  (both  external
and internal) to be with two coats of good quality paint previously  approved by
the Landlord.

Keep Tidy

7. Not at any time  during the Term to allow or permit any weeds or  undergrowth
to accumulate upon the Premises or any part thereof for the time being remaining
unbuilt  upon nor to  cause or allow  any  roads or  pavements  abutting  on the
Premises  to be  untidy  or in a dirty  condition  but at all  times to keep the
Premises and the said land,  roads and  footpaths in a clean neat and tidy state
and condition  and free from weeds,  deposits of materials and refuse and not to
bring or keep or suffer to be  brought  or kept upon any land as  aforesaid  any
materials,  equipment  or plant or  anything  which is or might  become  untidy,
uncleanly,  unsightly or in any way  detrimental  to the amenity of the area and
within one month of the service  thereof to comply with the  requirements of any
written  notice to  restore  the  amenity as  aforesaid  and in the event of the
Tenant  failing to comply  with such  notice the  Landlord  shall be entitled to
enter upon the  Premises  and carry out any  necessary  works and to recover the
cost thereof from the Tenant.

Amenity Land

8. To maintain  any amenity land  comprising  part of the Premises in good order
and condition and properly tended, manured, planted, cultivated and restored and
keep cut and properly trimmed any grass, hedges, trees and bushes and not to cut
down any trees at any time growing on the Premises.

Residence

9. Not to permit or suffer  the  Premises  or any part  thereof  to be used as a
residence or sleeping place of any person.

Smoke Abatement

10. To ensure that every furnace  employed in the working of engines by steam or
other motive power and every other furnace  employed in any building or erection
on the Premises is constructed so as  substantially to consume or burn the smoke
arising  therefrom  and not to use or  suffer  to be used  negligently  any such
furnace so that the smoke  arising  therefrom is not  substantially  consumed or
burned and not to cause or permit any grit or noxious or  offensive  effluvia to
be emitted from any engine, furnace,  chimney or other apparatus on the Premises
without using the best practicable  means for preventing or  counteracting  such
emission.

Pollution

11. Not to permit any oil or grease or any deleterious objectionable, dangerous,
poisonous or explosive matter, oil substance to be discharged into any Pipes and
to take all  reasonable  measures for ensuring  that any effluent so  discharged
will not be corrosive or otherwise  harmful to the Pipes or cause obstruction or
deposit therein nor to discharge or allow to be discharged  therein any fluid of
a poisonous or noxious  nature or of a kind  calculated  to or that does in fact
destroy  sicken or injure the fish or  contaminate  or pollute  the water of any
stream or river  and not to do or omit or allow or suffer to be done or  omitted
any act or thing  whereby  the waters of any stream or river may be  polluted or
the  composition  thereof so changed  as to render  the  Landlord  liable to any
action or proceedings by any person whomsoever.

Drains

12.  To bear and pay and  indemnify  the  Landlord  against  all the  costs  and
expenses  which the  Landlord as the Owner Of the  Premises or any part  thereof
during  the  continuance  of the  Term  ought or would  be  liable  to bear,  or
contribute to in or about any works,  drainage or sewerage by any Act or Acts of
the  Direachtas  already  made or  hereafter  to be made or by any  direction or
requirement  of any local or public  Authority  in  pursuance of any such Act or
Acts.

Roof and Floor Weighting

13.1 Not without the consent in writing of the Landlord to
(a)  suspend  any weight  from the roof or roof  trusses or use the roof or roof
trusses of any building forming part of the Premises for the storage of goods or
to place or  permit or suffer to be  placed  any  weight  thereon;  
(b) bring or permit to remain upon the said Buildings any safes, machinery,
goods or other articles which shall or may strain or damage the said
Buildings or any part thereof.
13.2 On any application by the Tenant for the Landlord's consent under
Paragraph 13.1 hereof the Landlord shall be entitled to consult and obtain the 
advice of an Engineer in relation to the roof or floor loading proposed by the
Tenant and the Tenant shall repay to the Landlord on demand the fees of such 
Engineer.

Refuse

14. Not to deposit or permit to be deposited  any rubbish or refuse or to store,
stack or lay out any material used for the purpose of  manufacture  or otherwise
on any part of the land surrounding the buildings on the Premises.

Machinery

15. To keep all plant  apparatus and machinery  (including any boilers or lifts)
upon the Premises properly maintained and in good working order and to ensure by
directions  to the Tenant's  staff and otherwise  that such plant  apparatus and
machinery is properly  operated and to avoid damage to the Premises by vibration
or otherwise.

Unloading

16. Not to unload  any goods or  materials  from  carts,  wagons or lorries  and
convey the same from an estate  road or the  public  highway  into the  Premises
except through the approved  entrance or entrances  provided for the purpose and
not to cause  thereby  congestion  of the  adjoining  estate  roads  and  public
highways nor  inconvenience any other use thereof and not to permit any vehicles
or animals belonging to the Tenant or its licensees,  servants,  agents or other
persons calling on the Tenant or the Premises to stand on the estate road or any
footpath or public highway in the  neighbourhood  of the Premises and to use its
best  endeavours  to ensure that such  licensees,  servants,  agents,  and other
persons  calling on the Tenant or the  Premises  shall no permit any  vehicle or
animals to stand an any such estate, road, footpath or public highway.

User

17.1 Not to do (or permit or suffer to remain upon the Premises or any part
thereof) anything which may be or become a nuisance, annoyance,
disturbance, inconvenience, injury or damage to the landlord or its Tenants
or the occupiers of adjacent or neighbouring Premises.
17.2 Not to store or bring upon the Premises any article, substance or
liquid of especially combustible, inflammable or dangerous nature and to
comply with all recommendations of the insurers and fire authority as to
fire precautions relating to the Premises.
17.3 Not to use the Premises or any part thereof nor, permit the same to be
used for any dangerous, noxious, noisy or offensive trade or business or as
a betting office or for residential purposes nor for any illegal or immoral
act or purpose and no sale by auction shall take place therein.
17.4 To use and occupy the Premises for such trade or business as is
permitted by the Planning Acts and any regulatory laws or instruments and
as may from time to time be approved in writing by the Landlord (such
approval not to be unreasonably withheld).
17.5 Not to use the Premises for any purpose other than the business of a
service industry as defined in the Industrial Development Act 1986 (as
amended) as may from time to time be approved by Industrial Development
Agency (Ireland) and in particular not to use the Premises for any purpose
other than such as will allow the Landlord to claim an Industrial Buildings
Allowance in respect of the Premises.

Alterations

18.1 Not to excavate or dig remove sell or dispose of any minerals, earth, clay,
gravel,  chalk or sand from the Premises nor to sink any well thereon  except so
far as shall be approved by the Landlord in writing.
18.2 Not to commit or permit waste and not to cut, remove,  divide,  alter, maim
or injure  the  Premises  or any part  thereof  or any of the  ceilings,  walls.
floors,  principal  girders or  structure  of any  buildings  now or at any time
hereafter  forming  part of the Premises nor the Pipes in on or under or serving
the Premises nor to 
     (a)  build,  erect,  construct,  or place  any new or  additional  building
     erections or work on the Premises or any part thereof;
     (b) make any  alterations  or,  additions or improvement to the Premises or
     any buildings now or at any time hereafter forming part of the Premises.
18.3 Not to change the design or appearance or decorative scheme of the
exterior of the Premises.
18.4 To remove any additional buildings additions or alterations made to
the Premises at the expiration or sooner determination of the Term if so
requested by the landlord

Planning Acts

19.1 To comply in all respects with the provisions and requirements of the
Planning Acts whether as to the permitted user hereunder or otherwise and
to indemnify (both after the expiration of the Term by affluxion of time or
otherwise and during its continuance) and to keep the Landlord indemnified
against all liability whatsoever including costs and expenses in respect of
any contravention thereof. 19.2 Forthwith to produce to the Landlord any
notice, order or proposal, permission or consent relating to the Premises
given or issued to the Tenant by a Planning Authority under or by virtue of
the Planning Acts and at the cost of the Landlord join with the Landlord in
making any objection or representation against the same that the Landlord
shall deem appropriate. 19.3 To obtain at the expense in all respects of
the Tenant all planning permissions and serve all such notices as may be
required for the carrying out of any operations on the Premises or any use
thereof at the commencement which may constitute development provided that
no application for planning permission shall be made without the previous
consent in writing of the Landlord. 19.4 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 use as aforesaid.
19.5 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 before all necessary notices under
the Planning Acts in respect thereof have been served or before all such
notices and all such necessary planning permissions have been produced to
the landlord and in the case of a planning permission acknowledged by it in
writing as is satisfactory to the Landlord it being understood that the
Landlord may refuse so to express its satisfaction with any such planning
permission on the grounds that any condition contained therein or anything
omitted therefrom or the period thereof would in the reasonable opinion of
the Surveyor be or be Likely to be prejudicial to its interest in the
Premises or the building of which the Premises forms part whether during
the Term or following the determination or expiration thereof.
19.6 Unless the Landlord shall otherwise direct to carry out and complete before
the expiration or sooner  determination of the Term; 
     (a) any  works  stipulated  to be  carried  out to the  Premises  by a date
     subsequent to such expiration or sooner determination as a condition of any
     planning   permission   granted  for  any  development  begun  before  such
     expiration or sooner determination;
     and
     (b) any  development  begun  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.

Statutory Obligations

20.1 At its own expense to do and execute all such works as shall be required at
any time during the term to be done or  executed in or upon the  Premises by the
occupier under or by virtue of any Act being in force or by the direction of any
local or Public  Authority.  
20.2 Without prejudice to the generality of the foregoing provisions to
comply in all respects with the provisions of any statutes and any other
obligations imposed by Law or by any bye Laws applicable to the Premises or
in regard to carrying on the trade or business for the time being carried
on by the Tenant on the Premises.

Access of Landlord and Notice to Repair

21.1 To permit the Landlord at  reasonable  times to enter upon the Premises for
the purpose of
     (a) taking  schedules or inventories of fixtures and fittings to be yielded
     up at the expiration of the Term;
     and
     (b)  ascertaining  that the covenants and conditions  herein contained have
     been duly  observed and  performed  and in  particular to view the state of
     repair and  condition  of the  Premises and of defects and wants of repair,
     cleansing,  maintenance amendments and painting then and there found and to
     give to the  Tenant  or  leave  upon  the  Premises  a  notice  in  writing
     specifying  any repairs,  cleaning,  maintenance,  amendments  and painting
     necessary  to be done and to require  the Tenant  forthwith  to execute the
     same.
21.2 To forthwith  repair,  cleanse,  maintain,  amend and paint the Premises as
required  by such notice and in  accordance  with the  covenants  in that behalf
hereinbefore  contained.  
21.3 If the Tenant shall not within one month after service of such notice
proceed diligently with the execution of the same or shall have failed to
complete the same within two months to permit the Landlord and its
contractors, agents and workmen to enter upon the Premises to execute such
works as may be necessary to comply with the same and to pay to the
landlord the cost of executing such works and all expenses incurred by the
Landlord in connection with the same (including legal costs and surveyor's
fees) within fourteen days of a written demand in that behalf.

Dealing

22.1 In the case of an  underlease  not to underlet the Premises at a rent below
the Rent payable by the Tenant  hereunder at the date of the said  underletting.
22.2 Not to assign,  charge,  underlet nor part with  possession of the whole or
any  part of the  Premises  except  with the  previous  written  consent  of the
Landlord  which shall not be  unreasonably  withheld and upon any  assignment or
underletting  to: 
     (a) obtain a direct  covenant by the  assignee  or,  under-tenant  with the
     Landlord  to observe and perform the  covenants  and  restrictions  of this
     Lease for the remainder of the Term and in the case of an assignment to pay
     the rent reserved by this Lease;
     and
     (b) if the landlord  shall require,  provide two acceptable  Guarantors for
     any private Limited company.  22.3 To include in or to ensure that there is
     included  in  every  underlease  and  sub-Lease  similar,  restrictions  on
     assignment,   underletting   and  parting  with  possession  and  the  same
     provisions for direct covenants with and registration  with the Landlord as
     those contained in this lease.

Signs and Advertisements

23. Not to erect any hoardings or advertising station on the Premises and not to
permit any signs,  placards or bills to affixed to any buildings forming part of
the  Premises  other  than such  reasonable  notices  relating  to the  Tenant's
business which are normally and reasonably  displayed subject to the approval of
the Landlord and compliance with the Planning Acts. 
24. Not to erect or to bring upon the Premises or any part thereof any hut,
shed, garage, cycle shelter, store, caravan, house on wheels or any
building or erection of a temporary or moveable character, design or nature
without the approval of the Landlord such approval not to be unreasonably
refused.

Notices Specifying Breach

25.1 To pay all costs,  charges and  expenses  including  Solicitors'  costs and
Surveyors'  fees incurred by the Landlord for the purposes of and  incidental to
the  preparation  and service of a notice under  Section 14 of the  Conveyancing
Act, 1881 and Section 2 and 4 of the Conveyancing Act, 1892 or incurred in or in
contemplation of proceedings under the said Sections notwithstanding in any such
case forfeiture is avoided  otherwise than by relief granted by the Court.  
25.2 To pay all costs, charges and expenses including Solicitors' costs and
Surveyors' fees incurred by the Landlord for the purposes of and incidental
to the service of all notices and schedules relating to wants of repair to
the Premises and whether, served during or after the expiration or sooner
determination of the Term (but relating in all cases to such wants of
repair that accrued not later than such expiration or sooner
determination).

Indemnities
26. To be  responsible  for and to  indemnify  the  Landlord  against all damage
occasioned  to the Premises or any adjacent or  neighbouring  Premises or to any
person and to indemnify the Landlord against all actions,  claims,  proceedings,
costs,  expenses  and demands  made  against the Landlord as a result of 
     (a) any act, omission or negligence of the Tenant or the servants,  agents,
     licensees or invitees of the Tenant and 
     (b) any breach or nonobservance by the Tenant of the Tenant's Covenants and
     other terms hereof.

Re-Letting Boards

27. To permit the  Landlord  at any time  during the last six months of the Term
(or  sooner if the Rent or any part  thereof  shall be in arrear  and unpaid for
upwards of one calendar,  month) to enter upon the Premises and affix and retain
without  interference  upon any part of the Premises 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 to view  the  Premises
without interruption.

Landlord's Rights

28. To permit the  Landlord  at all times  during the term to  exercise  without
interruption  or  interference  any of the rights excepted and reserved to it by
virtue of the provisions of this lease.

Plans

29. If and when called upon so to do to produce to the  Landlord or the Surveyor
all such Plans  documents  and other  evidence as the  Landlord  may  reasonably
require in order to satisfy  itself that the  provisions of this lease have been
complied with in all respects.

Encroachment

30.1 Not to stock up darken or obstruct  any windows or lights  belonging to the
Premises or any other premises belonging to the Landlord.
30.2 Not to permit any new window light opening doorway path passage drain
or other encroachment or easement to be made or acquired in against out of
or upon the Premises and that in case any such window, light, opening,
path, passage, drain or other encroachment or easement shall be made or
acquired or attempted to be made or acquired the Tenant will give immediate
notice thereof to the Landlord and will at the request and cost of the
Landlord adopt such means as may be reasonably required or deemed proper
for preventing any such encroachment or the acquisition of any such
easement.

Yield Up

31. To yield up the Premises at the  expiration or sooner  determination  of the
Term in good  and  substantial  repair  and  condition  in  accordance  with the
Tenant's  covenants  and to  dismantle  and  remove  from the  Premises  all the
Tenant's  fixtures if so required by the  Landlord  and to make good any part or
parts of the Premises which may be damaged in such dismantling and/or removal.

Licence Fees

32.  To pay all  Legal  costs  and  surveyors'  fees  incurred  by the  Landlord
attendant  upon or  incidental  to every  application  made by the  Tenant for a
consent or licence  hereinbefore  required or made necessary whether the same be
granted, refused, withdrawn or offered subject to qualifications or conditions.

Interest on Arrears

33. If and  whenever  the Tenant shall fail to pay the Rent or any other sum due
under this Lease  within  fourteen  days of the due date the Tenant shall pay to
the  Landlord  interest  on such Rent or other money as the case may be from the
date when it was due to the date on which it is actually paid.

Sale of reversion

34. 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 upon reasonable
notice  to view  the  Premises  without  interruption  providing  the  same  are
authorised in writing by the Landlord or its agents.

Notices

35. To give full particulars to the Landlord of any notice direction or order or
proposal for the same made, given or issued to the Tenant by any Local or Public
Authority  within  seven days of the receipt of the same and if so required  by,
the Landlord to produce the same to the  Landlord and without  delay to take all
necessary  steps to comply with any such  notice,  direction or order and at the
request  of the  Landlord  to make or join with the  Landlord  in  making,  such
objection  or  representation  against or in respect of any  proposal for such a
notice, direction or order as the Landlord shall deem expedient.

                       SCHEDULE V THE LANDLORD'S COVENANTS

Quiet Enjoyment

1. That the Tenant may peaceably and quietly 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.

Insurance

2. To insure and keep insured  (unless such  insurance  shall be vitiated by any
act of the  tenant or the  Tenant's  servants  or  visitors)  in such sum as the
Landlord  shall from time to time be advised by the  Surveyor  as being the full
cost of  reinstatement  thereof  the  Premises  (together  with  an  appropriate
addition  for  professional  fees and three years loss of rent under this lease)
against loss or damage by any or all of the Insured  Risks and to produce to the
Tenant on demand either a policy of such  Insurance and the receipt for the last
premium or reasonable  evidence from the insurers of the terms of the policy and
the fact that the same is subsisting  and in effect and (subject as  hereinafter
provided)  in case of  destruction  of or damage to the  Premises by the Insured
Risks or any of them the Landlord will with all convenient speed take such steps
as may be  requisite  and proper to obtain any  necessary  permits and  consents
under any  regulations  or  enactment  for the time being in force to enable the
Landlord to rebuild and  reinstate the same and will as soon as such permits and
consents have been obtained, spend and lay out all monies received in respect of
such  Insurance  (except  sums in  respect  of loss of  rent) in  rebuilding  or
reinstating  the part of the Premises so destroyed  or damaged  provided  always
that if the  rebuilding or  reinstatement  of the Premises shall be prevented or
frustrated,  all such  insurance  monies  relating to the Premises  shall be the
absolute property of the Landlord.

IT IS HEREBY  CERTIFIED that the transaction  hereby effected does not form part
of a larger  transaction or of a series of  transactions in respect of which the
amount or value of the  aggregate  amount or value of the  consideration  (other
than rent) exceeds five thousand pounds.

IT IS HEREBY FURTHER CERTIFIED that for the purposes of stamping this Instrument
this is an instrument to which the  provisions of Section 112 of the Finance Act
1990 do not  apply  for the  reason  that  there  is no  arrangement  to erect a
dwellinghouse or apartment.

IT IS HEREBY FURTHER  CERTIFIED  that the property  hereby demised is situate in
the County Borough of Galway.



<PAGE>




IT IS HEREBY FURTHER CERTIFIED that for the purposes of Section 29
Companies Act 1990 the Landlord and the Tenant are not connected with one
another in a manner that would require this transaction to be ratified by
Resolution of either. IN WITNESS WHEREOF the seals of the parties were
affixed hereto the day and year first herein written.

PRESENT  when the Common  Seal 
of CLYBAUN  CONSTRUCTION LIMITED 
was affixed hereto;-

/s/B. O'Grady
Director


PRESENT when the Common Seal
of SAVILLE SYSTEMS PLC.
was affixed hereto;-


/s/Fergus McGovern
Director

/s/Peter Quinlan
Secretary


<PAGE>



1.       Definitions
         1.2      The Premises
         1.3      The Rights
         1.4      The Exceptions
         1.5      The Pipes
         1.6      The Term
         1.7      The Rent
         1.8      The Tenant's Covenants
         1.9      The Landlord's Covenants
         1.10     The Insured Risks
         1.11     Interest
         1.12     The Planning Acts
         1.13     Development
         1.14     The Surveyor
         1.15     Superior Lease

2.       Interpretation
3.       The Demise
4.       The Covenants
5.       Provisoes
         5.1      Re-entry
         5.2      Covenants relating to Adjoining Land
         5.3      Accidents
         5.4      Effect of Waiver
         5.5      Party Walls
         5.6      Exclusion of Use Warranty
         5.7      Representations
         5.8      Compensation
         5.9      Service of Notices
         5.10     Suspension of Rent
         5.11     Net Lettable space

6.       Option to Surrender

Schedules
I.       The Rights
         1.       Right of Way
         2.       Services

II.      The Exceptions
         1.       Services
         2.       Construct Easements
         3.       Access
         4.       Light

III.     Rent Review
         1.       Definitions and Interpretations
         2.       Rent Review
         3.       Fixing the Reviewed Rent
         4.       The Appointer
         5.       Arbitration
         6.       Memoranda of Revised Rent
         7.       Payment on Account pending Determination
         8.       Payment on Determination
         9.       Statutory Rent Restriction

IV.      The Tenant's Covenants
         1.       Rent
         2.       Outgoings
         3.       Superior Lease
         4.       Insurance
         5.       Repair
         6        Decoration
         7.       Keep tidy
         8        Amenity land
         9.       Residence
         10.      Smoke Abatement
         11.      Pollution
         12.      Drains
         13.      Roof and Floor Weighting
         14.      Refuse
         15.      Machinery
         16.      Unloading
         17.      User
         18.      Alterations
         19.      Planning Acts
         20.      Statutory Obligations
         21.      Access of Landlord and Notice to Repair
         22.      Dealing
         23.      Signs and Advertisements
         24.      Temporary Buildings
         25.      Notices Specifying Breach
         26.      Indemnities
         27.      Reletting Boards
         28.      Landlord's Rights
         29 .     Plans
         30.      Encroachment
         31.      Yield Up
         32.      Licence Fees
         33.      Interest on Arrears
         34.      Registration of Documents
         35.      Sale of Reversion
         36.      Notices

V.       The Landlord's Covenants
         1.       Quiet Enjoyment
         2.       Insurance



<PAGE>



Dated the 26 day of May 1997.
BETWEEN

CLYBAUN CONSTRUCTION LIMITED
Landlord




SAVILLE SYSTEMS PLC.,
Tenant








L E A S E








Kieran Murphy & Co.,
Solicitors,
9 The Crescent,
Galway.
Ref: B153.90/KM/DL

14/2/1997