EXHIBIT 10.1

Dated   27th January 1999

(1)  PATRICK J O'GRADY AND BERNADETTE O'GRADY
(2)  SAVILLE SYSTEMS PLC
(3)  CLYBAUN CONSTRUCTION LIMITED
(4)  O'GRADY CONSTRUCTION LIMITED




                               AGREEMENT TO LEASE

                      IDA Business Park, Newcastle, Galway

                                McCann FitzGerald
                                   Solicitors
                              2 Harbourmaster Place
                                Custom House Dock
                                    Dublin 1
                               1:\msr\saville2.agr



<PAGE>


THIS AGREEMENT is made on 27th January 1999
BETWEEN

(1) PATRICK J O'GRADY AND BERNADETTE  O'GRADY both of 4, The Maples,  Dr. Mannix
Road, Salthill, Galway (hereinafter called "the Landlord" which expression shall
where  the  context  so  admits  or  requires  includes  their and each of their
personal  representatives  and assigns and such other persons or parties in whom
for the time being the  reversion  immediately  expectant on the term granted by
the Lease the draft of which is annexed hereto,  shall be vested),  of the first
part;

(2)  SAVILLE  SYSTEMS PLC having its  registered  office at IDA  Business  Park,
Newcastle, Galway (hereinafter called "the Tenant") of the second part;

(3) CLYBAUN  CONSTRUCTION LIMITED having its registered office at 4, The Maples,
Dr Mannix Road, Salthill,  Galway (hereinafter called "Clybaun" which expression
shall  where the  context so admits or  requires  includes  its  successors  and
assigns in fee simple of the area shaded  green on the map attached to the draft
Lease annexed hereto);

(4) O'GRADY  CONSTRUCTION LIMITED having its registered office at 4, The Maples,
Dr Mannix Road, Salthill, Galway (hereinafter called "the Contractor").

RECITALS:

The Landlord has orally agreed terms with the  Contractor  for the Contractor to
erect an office block on the premises at IDA Business  Park,  Newcastle,  Galway
which said premises is for purposes of identification  (hereinafter  called "the
Premises")  delineated  on the map or plan  annexed to the draft  lease  annexed
hereto.  Subject to clause 15 hereunder the  Landlord's  Works to the Landlord's
Specification  (as hereinafter  defined) to be constructed on the Premises shall
be completed to a  weathertight  state and condition as defined in Clause 15, no
later  than  30  January  1999  and  the  date of  Practical  Completion  of the
Landlord's Works as hereafter defined shall be no later than 31 May 1998.

NOW IT IS HEREBY AGREED as follows:

1. The  Landlord  shall grant and the Tenant  shall take a Lease in the form of
the draft annexed  hereto  (hereinafter  called "the Lease") of the Premises for
the  term of  years  commencing  at the  Date  of  Practical  Completion  of the
Landlord's  Works as  hereinafter  defined and  expiring on the date which shall
fall 20 years and one day  following  the Date of  Practical  Completion  of the
Landlord's Works.

2. The "Date of Practical  Completion of the Landlord's Works" shall be the date
of the  issue  of the  Certificate  of Mr.  Niall J  Kearns  of Niall J Kearns &
Company,  Chartered  Architects,  27 William Street West,  Galway, the Architect
appointed  by the  Landlord and  accepted by the  Contractor  to  supervise  the
carrying  out  of  the  Landlord's  Works  in  accordance  with  the  Landlord's
Specification (as such terms are hereinafter defined) in accordance with an oral
agreement for the  construction  of the Landlord's  Works in accordance with the
Landlord's  Specification for an agreed and adequate  consideration  between the
Landlord  and the  Contractor,  the  existence  of which  the  Landlord  and the
Contractor hereby acknowledge to the Tenant. A duplicate of the said Certificate
of the  Architect  signed by him shall be  furnished  to the Tenant and shall be
deemed to be the Certificate of Practical Completion of the Landlord's Works for
the purposes of this Contract.

3. The  "Landlord's  Specification"  shall mean the  outline  specification  and
matters  to be done and  provided  by the  Landlord  as  contained  in the First
Schedule  hereto  which have been  furnished  by the  Landlord to the Tenant and
agreed by the Tenant prior to the execution of this Agreement.

4. The  "Landlord's  Works"  means the works to be carried  out by the  Landlord
pursuant to the terms of this  Agreement and the Landlord's  Specifications  for
the  construction of the Landlord's  Works in accordance with the Third Schedule
hereto.

5. The Landlord  warrants that the  construction of the Landlord's  Works on the
Premises will comply with the Planning Permission  /Permissions  granted for the
Landlord's Works pursuant to the Local Government (Planning and Development) Act
1963 (as amended) and Building Regulations and Building Control Regulations made
pursuant to the Building  Control Act, 1990 (which shall include any  enactments
amending  or  extending  same)  and shall  furnish  to the  Tenant  Certificates
respectively of the Architect to this effect in the appropriate RIAI/Law Society
then,  currently  recommended  form,  in each case,  when  furnishing  the final
certificate  of practical  completion of the  Landlord's  Works and the Tenant's
fitout works referred to at Clause 16.

6. The rent to be  reserved  by the  Lease  shall be  calculated  at the rate of
IR(pound)10.50 per square foot of the nett lettable office space which is agreed
to be  35,165  square  feet and  shall  be  payable  from the Date of  Practical
Completion of the Landlord's  Works which the parties are agreed  determines the
initial rent to be reserved by the Lease as IR(pound)369,232.

7. The Lease and  Counterpart  shall be prepared by the Landlord's  Solicitor at
the expense of the  Landlord but the Tenant shall pay Stamp Duty on the Original
and  Counterpart  and all Value  Added Tax within the meaning of the Value Added
Tax Act,  1972  ("VAT")  payable on  delivery  of the Lease.  If required by the
Tenant the Landlord shall co-operate with an application under Section 4A of the
Value Added Tax Act 1972 as amended.

8. Strictly subject to the earlier fulfilment of the obligations of the Landlord
and the  Contractor  under  Clause  15,  within 10 days from the  posting to the
Tenant's  Solicitor of the  engrossment of the Lease and  counterpart the Tenant
shall execute and deliver to the Landlord's Solicitors the Lease and Counterpart
duly  executed  by the  Tenant,  together  with the said Stamp  Duty,  VAT,  (if
appropriate)  rent and  service  charge  calculated  from the Date of  Practical
Completion of the Landlord's Works to the next succeeding quarter day.

9.  Upon  fulfilment  of the  obligations  of the  Landlord  and the  Contractor
pursuant to the  respective  warranties on their  respective  parts in Clause 15
and, execution of the Lease and Counterpart and payment of Stamp Duty, VAT, rent
and service  charge as  aforesaid,  whichever  last occurs,  the Tenant shall be
entitled to possession and the Tenant shall be entitled to delivery of the Lease
and the  Landlord  agrees to deliver the Lease  executed by the  Landlord to the
Tenant  not  later  than  7  days  following   satisfaction  of  the  respective
obligations of the parties under Clause 15 and this Clause 9.

10. This Agreement shall not operate as a demise of the Premises until the Lease
shall have been  delivered by the  Landlord to the Tenant as  aforesaid  and the
payments made to the Landlord by the Tenant in respect of Stamp Duty,  VAT, rent
and service charge.

11.  The  Landlord  and the  Contractor  agree to permit  the Tenant at any time
following  execution  of this  Agreement  by the  parties to have  access to the
Premises and the  Landlord's  Works for the purpose of planning and designing of
the works to be executed by the Tenant.

12.  Notwithstanding  Clause 8 (but subject to Clause 14 hereof)  hereof as from
the Date of Practical Completion of the Landlord's Works the Tenant shall pay to
the  Landlord  by way of a licence fee (but not by way of rent) the same sums as
would have been  payable by it by way of rent and other sums  reserved  and made
payable  under the terms of the  Lease had the same been  delivered  and been in
full force and effect  such sums to be paid at the same time or times and in the
same  manner in all  respects  as the rent and other sums which  would have been
payable  under the Lease had it been  delivered  and shall  further  observe and
perform the  covenants  on its part and the  conditions  contained  in the Lease
insofar as the same may be applicable  as though the same were herein  contained
and set forth in full and shall  indemnify  the  Landlord  against  all rent and
other  outgoings  payable  in respect  of the  Premises  as and from the Date of
Practical Completion of the Landlord's Works.

13. The  Landlord  shall not be  required  to deduce,  approve or furnish to the
Tenant or any other person any abstract or information concerning the Landlord's
title to the Premises nor the  Landlord's  power to grant or cause to be granted
the Lease  hereby  agreed to be  delivered  and the  Tenant  shall not raise any
objection  or make any  enquiry  or  requisition  in  respect  thereof  PROVIDED
nevertheless  that the  Landlord has  furnished  to the Tenant the  documents of
title and other documents  listed at Schedule 2 to this Agreement as evidence of
the Landlord's  title and of the matters to which such other documents refer and
has given  reasonable  replies  (subject to  compliance  and  performance  where
necessary) to the Law Society  recommended  pre-lease enquiries as raised by the
Tenant's solicitors.

14. The Tenant shall not assign  underlet  mortgage charge share or part with or
otherwise  in any way whatever  (either  directly or  indirectly)  deal with its
interest  under this  Agreement  or any part thereof nor with the Lease prior to
its delivery.

15. The Landlord and the Contractor  jointly and severally warrant to the Tenant
that the Date of Practical  Completion  of the  Landlord's  Works under the said
oral  Building  Agreement,  between the  Landlord and the  Contractor,  (save in
circumstances of force majeure as hereafter  defined in this Clause) shall be no
later than 31 May 1998. The Landlord and the Tenant further  warrant jointly and
severally  with the Tenant that the  Landlord's  Works shall be  completed  to a
weathertight  state and condition by 30 January  1999.  For the purposes of this
Contract  the term  "weathertight  state  and  condition"  shall  mean  that the
Landlord's  Works have reached a state or condition of fitness to exclude all of
the elements of the weather including rain, wind and snow.  "Weathertight  state
and condition"  does not mean that the Premises and buildings  then  constructed
thereon are habitable or in any way serviced with utilities of electricity, heat
and  water  supply.  Completion  to a  weathertight  state and  condition  shall
hereinafter  be called "the Date of Completion  of the Shell".  The Landlord and
the  Contractor  shall not be  responsible  for any delay in carrying out of the
Landlord's  Works to  weathertight  state and  condition on or before 30 January
1999,  or, for the Date of Practical  Completion of the  Landlord's  Works being
later  than  31 May  1998  through  force  majeure,  strike,  lockout  or  other
industrial  action or cause  outside of the  control  ("force  majeure")  of the
Landlord and the Contractor. However, in case of default by the Landlord and the
Contractor  other than for reasons of force majeure the Tenant shall be relieved
and discharged and fully  acquitted of each of one month's  licence fees or rent
as the  case  may be for each of  every  period  of one  week (if any)  that the
Landlord's  Works  have not been  completed  after 31 May 1998 until the Date of
Practical Completion of the Landlord's Works.

16. It is hereby agreed that  Tenant's  fitout works shall be carried out by the
Tenant  subject to the prior  approval of  drawings  and  specifications  by the
Landlord  which  approval  shall not be  unreasonably  withheld or delayed.  The
Tenant has also retained  Niall J Kearns of Niall J Kearns & Company  Architects
to prepare  drawings  and  specifications  for the  Tenant's  fitout works to be
carried out following  the Date of  Completion  of the Shell,  on which date the
Tenant shall be entitled to share possession with the Contractor for the purpose
of  commencing  and  completing  the  Tenant's  fitout  works.  The Tenant shall
complete  the  Tenant's  fitout  works  within  6 months  following  the Date of
Practical  Completion  of the  Landlord's  Works  but the  Tenant  shall  not be
responsible  for delays due to force  majeure  (as defined in Clause 15). On the
date when the Tenant's works have been completed to the  satisfaction of Niall J
Kearns as the Tenant's  architect,  Mr Kearns  shall issue to both  Landlord and
Tenant a final  certificate of practical  completion of the Landlord's Works and
of the Tenant's  fitout works and in addition  shall furnish to the Landlord and
to  the  Tenant  (if  required  by  the  Tenant)  certificates  respectively  of
compliance as referred to in Clause 5 and in the terms  referred to at Clause 5,
but  extending  to  include  the  fully  completed  Landlord's  Works  and fully
completed fitout works of the Tenant.

17.  The  Landlord  and  Tenant  respectively  appoint  Niall J Kearns & Company
Architects as Project  Supervisor for all works  respecting the  construction of
the Landlord's Works and the Tenant's fitout works respectively for the purposes
of the Safety, Health and Welfare at Work (Construction) Regulations 1995.

18. With respect to the Date of Completion  of the Shell,  the Date of Practical
Completion of the  Landlord's  Works and the final  certificate  of the Landlord
with  respect  to  Practical  Completion  of both the  Landlord's  Works and the
Tenant's  Works,  the  respective  certificates  of the Architect will be final,
conclusive and binding on the parties.

18.1 Clybaun agrees with the Tenant that following  commencement  of the term of
the Lease,  Clybaun as the  Landlord  named in a Lease  dated 27 April 1994 made
with the Tenant respecting a site and office buildings currently occupied by the
Tenant at IDA Business Park, Galway, shall accept surrender of such lease at any
time  following six month's notice in writing from the Tenant upon the expiry of
which neither party shall have any further  liabilities  to the other under such
lease.

18.2  Clybaun  further  agrees  with the  Tenant to grant,  if  required  by the
Landlord  and the Tenant,  and to procure that Anglo Irish Bank  Corporation  as
chargee of Clybaun shall  confirm and grant,  a Deed of Grant of Right of Way in
fee simple in whatever  terms are  required by the  Landlord  and the Tenant for
access to the Premises  over the area shown shaded green on the Plan attached to
the Lease.

19.  The  Landlord  agrees  with  the  Tenant  not  to  construct  or to  permit
construction  of a link  corridor  between the Premises with the buildings to be
constructed  thereon  and the  buildings  located on the said demise of 27 April
1994.

20. This Agreement is conditional upon the Landlord  obtaining prior to the Date
of Practical  Completion any consent to  sub-division  and  sub-letting  for the
Lease  as may be  necessary  under  Section  12 Land  Act  1965  and the  Tenant
obtaining any consent as may be necessary under Section 45 Land Act 1965.

21. The Contractor  warrants with the Tenant to execute the Landlord's  Works to
the  Landlord's  Specification  using  good and proper  materials  in a good and
workmanlike  manner discharging to the Tenant the duty to exercise due skill and
care in all respects as if the Contractor and the Tenant were parties to an RIAI
standard form Building  Contract for the  construction by the Contractor for the
Tenant,  as employer,  of the Landlord's Works and the Tenant shall be deemed to
have all the rights of the employer under such a contract.

22.  Clybaun  and the  Contractor  join in this  Agreement  for  other  good and
sufficient considerations from the Landlord and for the benefit of the Tenant.

23.  Air  conditioning  plant  shall be  installed  by a  sub-contractor  to the
Contractor  first  approved by the Tenant and to a  specification  first  agreed
between the Tenant and the Landlord.

24. This Agreement is conditional on the prior grant of the Head Lease, draft of
which is referred to in the Second  Schedule  hereto by IDA Agency  (Ireland) to
the Landlord prior to the Lease by the Landlord to the Tenant.

IN WITNESS  whereof the parties have  executed  this  Agreement the day and year
first above Written.

SIGNED by PATRICK J O'GRADY                 /s/Patrick J. O'Grady
and BERNADETTE O'GRADY                      /s/Bernadette O'Grady
in the presence of:

/s/Kieran Murphy
Solicitor
Galway


SIGNED on behalf of SAVILLE SYSTEMS PLC in the presence of:

Witness Name:     /s/Lisa Miller                       /s/John J. Boyle III
                                                       Director duly authorised
Address:          Saville, One Van de Graaff Drive
                  Burlington, MA  01803

Occupation:       Executive Assistant to CEO

/s/C. Jane Lewchuk
C. Jane Lewchuk
Manager, Global Administrative Services

SIGNED on behalf of CLYBAUN
CONSTRUCTION LIMITED by
PATRICK J O'GRADY                           /s/Patrick J. O'Grady
in the presence of:

/s/Kieran Murphy
Solicitor
Galway


SIGNED on behalf of O'GRADY
CONSTRUCTION LIMITED by
PATRICK J O'GRADY                           /s/Patrick J. O'Grady
in the presence of:

/s/Kieran Murphy
Solicitor
Galway



<PAGE>


                                   APPENDIX 1
                           (Landlord's Specifications
                       for the Landlord's Works as agreed
           by the parties prior to execution of the within Agreement)





<PAGE>


                       PROPOSED OFFICE DEVELOPMENT PHASE 2

                                       AT

                      I.D.A. BUSINESS PARK, DANGAN, GALWAY.

                                       for

                              SAVILLE SYSTEMS p1c.

Construction by:

O'GRADY CONSTRUCTION LTD.,
4 THE MAPLES,
DR. MANNIX ROAD,
SALTHILL,
GALWAY.

                            Architects:

                            NIALL J. KEARNS & COMPANY
                            CHARTERED ARCHITECTS
                            27, WILLIAM STREET WEST
                            GALWAY.
                            TEL: (091)66176.

                            Structural Engineers:

                            LEO WILSON C.ENG.M.I. STRUCT.E M.I.E.I.
                            CONSULTING CIVIL & STRUCTURAL
                            ENGINEERS,
                            10,MOUNTPELIER TERRACE,
                            GALWAY.
                            TEL(091) 587426.

APRIL 1998.



<PAGE>


Superstructure Details: to be constructed from drawings prepared and approved by
Niall J.Kearns & Co.,  Chartered  Architects in compliance  with  conditions and
terms of the appropriate  planning  consent from Galway  Corporation on Planning
Permission No 848/97 dated 21st April 1998.

Statutory  Requirements:  Contractor  to  ensure  compliance  with all  relevant
requirements  regarding health and safety aspects. A full time health and safety
officer to be on site  throughout  the  projection  of the  structural  building
works.

Architectural  Drawings:  The  building to be  constructed  in  compliance  with
Architects Drawings: No's 971/01, 971/02(b);  971/03 (a); 971/04(C);  971/05(C);
971/06(b) 971/07 & 971/09.

Building:

The  building  consists  of a three  storey  structure  suitable  for office use
designed to accommodate the internal layout system  requested by Saville Systems
P.L.C.

Structural Design:

Consists of a  prefabricated  concrete  structural  portal frame with supporting
hallowcore floors to upper floors. All structural elements to be designed by Leo
Wilson,  C.Eng.M.I.Struct.EM.I.E.I.  Foundation  design  as shown on  Structural
Engineers Drawing Ref No's 9820/01; 02 as appended to this specification.

Building Structural Practices:

To be carried out in compliance with the general standard  practices outlined in
the appointed structural engineers recommendations detailed hereafter:

1.0 General Requirements
1.1 Unless  stated  otherwise  all  concrete  and  relevant  work to comply with
standards BS 5328 part 2, BS 8110, IS 326.

2.0  Materials
2.1 Cement shall comply to relevant  British or Irish  standards 2.2  Aggregates
2.2.1 Aggregates shall comply with the relevant British Standard.

3.0 Admixtures
3.1 Admixture only to be used in agreement  with  Consulting  Engineer.  Calcium
Chloride must not be used.

4.0 Concrete (Ready Mix)
4.1 The  concrete  mix to be  designed  by the  ready  mix  suppliers  and to be
approved by Leo Wilson Associates Ltd before any concrete supplied. 4.2 No extra
water to be added to the mix  after  the  ready mix lorry has left the ready mix
depot. 4.3 Concrete to be placed within one hour of initial mixing.  This may be
increased to two hours providing the drum is kept rotating. 4.4 Concrete mixes

 All structural concrete        35N grade, 20mm aggregate minimum cement
                                concrete 325kg m3

 Lean Mix                       18N grade, 20mm aggregate minimum cement
                                200mgms m3

 Watertight concrete
 Lift shaft pit &               40N dense watertight mix with a
 retaining wall                 minimum of 360kg cement per m3
                                20mm aggregate.

4.5 Compacting
4.5.1 All concrete to be vibrated with a mechanical vibrator.

4.6 Concreting in cold weather
4.6.1 The minimum  temperature of the concrete at time of placing to be not less
than  10C and to be  protected  (if  necessary  in  cold  weather)  so that  the
temperature of the concrete does not fall lower than 5C for 10 days.
4.6.2 No concreting  should take  place (unless special  precautions are carried
out) when the falling temperature is 5C or the rising temperature is 2C.
4.6.3. All recently poured concrete to be protected from ice and snow.

4.7 Concreting in hot weather
4.7.1 Special precautions are to be taken in hot weather to prevent rapid drying
out of the concrete.

4.8 Test cubes and testing
4.8.1 Test cubes to be taken at 7 days, 14 days if 7 day cube low, 28 days if 14
day cube is low.  Plus one  spare  cube.  In the  event of a cube  being low the
contractor  may only proceed with the work at his own risk.  In the event of all
cubes failing the Consulting  Engineer will require core test to be taken at the
Contractors  expense. In the event of concrete fails all tests the Contractor is
fully  responsible for removing concrete (or any remedial work required) and for
all loss of time to be  contract  for his own work and to that of other  trades.
The Consulting  Engineer  reserves the right to have cores or any other tests to
be carried  out to any  concrete,  whether the cubes fail or not, at any time at
the Contractors expense.
4.8.2 The  Contractor  to supply  and  maintain  on site a maximum  and  minimum
thermometer, a thermometer for measuring the concrete temperature and a cone for
testing  the slump on the  concrete.

4.9 The concrete to be handled in such a manner that segregation does not occur.
4.9.1 Special care to avoid segregation must be taken with columns and walls.

5.0 Steel Reinforcement
5.1 Unless  shown  otherwise  on the drawing  concrete  cover to be 50mm to main
reinforcement except for foundation and water retaining structure where it is to
be 50mm to all reinforcement.
5.2 All reinforcement to be firmly fixed.
5.3 Contractor to supply all chairs and spacers to maintain the reinforcement in
its correct position during concreting.
5.4  Before any  concreting  the  contractor  to give  reasonable  notice to the
Consulting  Engineer so that the Engineer has the  opportunity of inspecting the
reinforcement before concreting commences.

6.0 Shuttering
6.1 All framework shall comply to BS 5975.
6.2 All releasing agents to be of an approved type.
6.3 All framework used to of a type that will give a finish to the concrete that
is required by the Architect.
6.4 The framework with its props and clamps to be sufficiently firm and rigid to
ensure the concrete once cured is in the correct  position.
6.5 Unless shown on the drawings the  Contractor  shall obtain  approval for the
position and type of construction joints before work commences.
6.6 Kickers for walls and columns will be generally 75mm.
6.7 Kickers for  watertight  concrete will generally be 100 to 150 high and cast
with the base slab.
6.8 Unless stated otherwise all watertight  joints  horizontal and vertical will
be bridged with a water bar. Joints in waterbars to be welded.

6.9 Accuracy
6.9.1 General  tolerance  unless modified by the following  clauses -+15mm
6.9.2 Cross Section, beams, cols, wall beams, opening etc. -+5mm
6.9.3 Vertical and raking elements -+10 mm
6.9.4  Rotation of elements -+2 degrees
6.9.5 Level and foundation surfaces -+25mm
6.9.6 Slabs and similar  tolerance to datum -+15  Difference in slope over 600mm
4mm
6.9.7 Element thickness _+ 10 mm

Superstructure:-  The  superstructure  frame includes  columns,  beams and floor
slabs.  The  structural  details  on  the  Engineering  drawings  consists  of a
reinforced  ground floor slab supported by specified ground  beams/pads bases as
detailed thereon.

External  Finish:  The ground floor walls  finished in selected  Hallmark  Stone
Walling  -Random  Bond,  Pewter  Blend  Colour as  supplied  by  Roadstone.  The
remainder of the  external  facade to be of cladding  panel - Europanel  900/800
Metallic  Silver  Satinline  1500  U  Value  0.45  70mm  E.P.S  with  long  life
durability. Metal cladding rails to support system incorporating 70mm insulation
with plaster board fixed to inside leaf.

Windows:- To be manufactured in aluminum with opening sections.  All windows to
be fitted with double glazing.

Roof:- FS 1000 RW  insulation  roof panel by Kingspan W/. 5mm 2275  Galvatte Hot
Dip Zinc  coated  steel  W/colour  coat  HP200  Plastisol,  200  microns  thick.
Insulation core of 40mm thick, CFC free, rigid polyurethane insulation.

Internal  Walls:-  Lower level walls to be finished  blockwork  plaster skim and
finish in selected emulsion paint. Upper ground floor and upper levels in gypsum
plaster board painted finish.

Floors:- 75mm sand & cement floor screed,  finished with selected Saville carpet
as currently installed in existing building No 1.

Ceilings:-  Mineral fibre acoustic  modular system in concealed metal suspension
grip with integrated light fittings.

Toilet Areas:- Suspended grid system with inlay tiles of the moisture  resistant
type.

Internal  Doors & Screens:-  Generally  solid core mahogany  doors with hardwood
veneer fire rated as necessary with top quality selected ironmongery as supplied
by  specialist  suppliers  A.W.Laidlaw.  All  internal  doors to be fitted  with
overhead door closers as required by client.  An alternative door  specification
will be considered if desired by tenant.

Toilet Walls:- To be finished in white glazed tiling throughout.

Toilet  Floors:- To be finished with selected  tarquet P.V.C.  sheet flooring or
other approved selected non slip tile if so required by tenant.

Disabled  Toilet:-  To be  supplied  with  appropriate  fittings  to comply with
statutory requirements.

Stairs:- Main stairway and fire escape stairs to be cast insitu concrete.  Steel
balustrades   and   handrails  to  be  selected  in   compliance   with  tenants
requirements.

Mechanical Installation:

Heating  System:-  Supply and fit  appropriately  designed  E.S.B.  Gold  Shield
Heating  System as approved by E.S.B.  Consultants,  alternatively  an oil fired
radiator heating system thermostat  controlled will be considered if deemed more
economic for clients requirements.

Water Services:- Supply and fit hot and cold water  installation to all sanitary
fittings.

Ventilation:-   Mechanical  extract  ventilation  to  all  internal  toilets  in
compliance  with CISBE  regulations.  Passive  supply  ventilation to all toilet
lobbies.

Soils, Wastes Installation:- Supply and install soils and wastes installation to
all sanitary fittings in accordance with part H of the building requirements.

Electrical Installation.

Distribution:-  Supply and install main distribution panel and  sub-distribution
panel  installation in accordance with E.S.B.  National Code of Practice and ETC
Regulation 1.

Lighting:- Supply and install in staircase and toilet areas recessed and surface
mounted  fluorescent  luminarie  to provide  approx  350 lux.  Supply and fit in
office  areas  1200mm  x  600mm  recessed  fluorescent   luminaries  to  provide
approximately 500 lux. Supply and fit emergency lighting IS.3217.

Power:- Supply and install  proprietary busbar trunking to external perimeter of
building  internally:  also  provide  floor  laid  ducting  in mid floor area to
service  appropriate  power  requirements  to all work  stations  as detailed by
Saville Systems in conjunction with Architects internal work station plan.

Fire Alarm:- Supply and install zoned/addressable fire alarm system to IS3218 to
open plan layout.

Computer  Cabling  :- To be  supplied  and  fitted  by  selected  sub-contractor
nominated  by  Savilles,  the costs of  installation  to be borne by the latter.
Sub-Contractor  to work in close liaison with Main Contractor to  pre-determined
programme.  Strict  adherence  to  programme  will be  insisted  upon to  ensure
compliance with rigid building deadlines.

Telecommunications  Network:-  To be carried out and funded by tenant to work in
strict  pre-determined  fitting  sequence  to ensure  effective  control of main
contractors  programme.  The busbar system fitted by builder to have  sufficient
space to accommodate such network as required by tenant.

Intruder Alarm:- To be the responsibility of the tenant.  Installation programme
to be agreed  with main  contractor  prior to placing of order with  appropriate
source.

External  Lighting:-  Security and car parking  lighting will be provided to all
car parking areas,  paths and selected  areas.  The  installation to be provided
with both time switch and photo electric control.

Landscaping  Areas:- All areas to be  professionally  landscaped at the earliest
possible planting opportunity after construction completed.

Air  Conditioning:-  To be  installed  as  additional  item.  Cost of same to be
capitalised  and  appropriate  rental  adjusted  to  be  agreed  upon  prior  to
installation.  Full design  drawings  and  specification  not yet  available.  A
provisional estimate of (pound)140,000.00 approximately including design fees is
suggested.  Full  installation  details  to  be  agreed  with  tenant  prior  to
authorisation.

Internal  Fit out:- All  individual  office  layouts as detailed  on  Architects
fitout drawings not included in landlords rental estimate. Builder will be happy
to quote for same with costs paid on invoice or  capitalised on rental as deemed
appropriate by Saville Systems.

Passenger  Lift:- Supply and fit Hydraulic  Passenger Lift. Load capacity 630kgs
or 8 persons.  Fully  automatic- VVVF Door Motor Control - two panel  telescopic
side opening 808mm x 2000 mm. Stainless steel finish.  Internal car size 1,100mm
wide x 1,400mm x 2050 mm (Supplied by Ennis Lift Manufacturers.

Siteworks:-  Precast concrete paving to footpaths and tarmac surface dressing to
car parking  complete  with line marking and kerbing.  Car spaces as detailed on
Architects site layout drawing No. 971/01.

Drainage:-  Foul sewer connected to mains network.  Surface water  discharged to
existing stream.

Hydrants:-  Underground  fire  hydrants  as  appropriate  to  proposed  building
regulations and fire officers requirements.

<PAGE>


                                   APPENDIX 2
                (Documents of Title and other documents furnished
              by the Landlord to the Tenant prior to the execution)
                             of the within Agreement

1.   Land Registry certified copy Folio 3231L County Galway and File Plan

2.   Solicitor's  certified copy Lease 8 July 1985 University  College Galway to
     Industrial development Authority

3.   Draft Lease IDA to Patrick J O'Grady and Bernadette O'Grady

4.   Copy Planning Permission references 491/82 and 484/97

5.   Copy Galway Corporation receipt for payment of (pound)36,308 to comply with
     Condition 1 of Planning Permission 848/97

6.   Copy Commencement Notice for the Landlord's Works

7.   Copy Fire Safety Certificate of the Landlord's Works FSC 98/42

8.   Draft Lease Patrick J O'Grady and Bernadette O'Grady to Saville Systems Plc




<PAGE>


THIS LEASE is made the ____ day of ____ 199_ BETWEEN
PATRICK  J.O'GRADY  AND  BERNADETTE  O'GRADY of 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,  Newcastle,  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 1 day from  ("the  Date of
Practical  Completion  of the  Landlords  Works" as defined in the Agreement for
Lease) and in relation to Clauses 4 to 6 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 22nd day of September 2002 the yearly rent of  IR(pound)369,232.00
or the  equivalant  sum in any other currency that the parties hereto may agree)
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 Taxes Consolidation Act 1997.

1.12  "the  Planning  Acts"  shall  mean  the  Local  Government  (Planning  and
Development) Acts 1963 to 1998 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  their  personal
representatives  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 like right.

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  (having an agreed
net lettable  area of 35,165  square feet)  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  (commencement  date  and  quarterly
thereafter)  in every year and so in proportion  for any period less than a year
the first such payment to be paid on 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 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.

5.6 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.

5.7  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.

5.8 Any notice or  document  under or in  connection  with this  Lease  shall be
effectively  given or  served  if sent by post or  delivered  in the case of the
Landlord  to their  last  known  address  and in the case of the  Tenant  to its
registered office (as noted in the Companies  Registration  Office). Where sent
by post,  the  notice or  document  shall be deemed to be given or served on the
second day after posting.

5.9 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;  (ii) unless the insurance of the Premises 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;  and (iii)  should the Premises or the damaged  portion  thereof not
have  been  reinstated  or made fit for  occupation  within  three  years of the
catastrophe  the Tenant  shall be  entitled to give three  months  notice of its
intention to surrender the Lease and should the Premises or the damaged  portion
thereof not have been reinstated or made fit for occupation on the expiry of the
Notice  period 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.

5.10 The agreed net lettable space for the purposes of this Lease and the review
of rent 35,165 square feet.

OPTION TO SURRENDER

6. If the Tenant is desirous of determining  this Lease on 22nd September 2007 ,
22nd  September  2012 or 22nd September 2017 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 on  22nd  September  2007,  22nd  September  2012 or 22nd
September 2017 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 and running of water,  soil,  gas,  electricity and
other services to and from the Premises  through all pipes laid,  made (or to be
laid and made within twenty one years) in, upon,  through or under the adjoining
property  to and from the  Premises  and the free and  uninterrupted  use of all
electric,  telephone  and other pipes  serving the  Premises now (or at any time
within  twenty  one  years)  to be in,  upon,  through  or under  the  adjoining
property.

                           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.

Construction of Services

2. The right to  construct  and  maintain  in, over or under the  Premises  (but
excluding  the building  thereon) any 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) 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 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 22nd day of  September  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 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  President  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 President or any person  authorised by either of the said Presidents 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 on 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 shall make the said nomination shall be final and binding.

Arbitration

5. The arbitration  shall be conducted in accordance with the Arbitration  Acts,
1954 to 1998 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  at the rate
prescribed under Section 22 Courts Act 1981 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 for 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  (but not the  foundations  structure  and roof) 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 or 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  Oireachtas  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 not permit any vehicle or
animals to stand on 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.

PROVIDED (with reference to 18.1, 18.2 and 18.3) the Tenant shall be entitled to
apply for  consent  to carry out  alterations  or  additions  and the  Landlords
consent shall not be unreasonably withheld.

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  work-men 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 he  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  non-observance  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,  creating  as  little  disturbance,
interference or inconvenience to the Tenant as is reasonably possible.

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

2.1 To insure and keep insured  (unless such insurance  shall be vitiated by any
act of the  Tenant  or the  Tenants  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.

2.2 To procure that the Insurers shall waive the subrogation  rights against the
Tenant or  alternatively  to procure  that the Tenants  interest be noted on the
Insurance Policy.

2.3 To  procure  from the  Insurers  confirmation  that the  Policy  includes  a
"non-invalidation" Clause.

MAINTAIN  STRUCTURE

3. To  maintain  and  repair  and  keep in good  order  and  condition  the roof
foundations  and the structure of the building of which the Premises  forms part
provided that;

a. This  covenant  shall not be construed as requiring the Landlord to carry out
any works required as a result of

(i)  Negligence on the part of the tenant or

(ii) On or arising out of any  alterations  or  additions to the Premises or the
installations therein carried out by the Tenant.

b. The  Landlord  shall  not be  liable  to the  Tenant  for any  breach of this
covenant unless the Landlord shall have failed to carry out any such work within
a  reasonable  time after  written  notice of any want of repair shall have been
given by the Tenant to the Landlord.

IT IS HEREBY CERTIFIED that the consideration (other than rent) for the Lease is
wholly  attributable to property which is not residential  property and 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 or the aggregate
amount or value of the consideration  (other than rent) which is attributable to
property which is not residential property 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
dwelling house or apartment.

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

IT IS HEREBY FURTHER CERTIFIED that for the purposes of Section 29 Companies Act
1990 the Landlord is not a Director or a person connected with a Director of the
Tenant or any associated or holding company.

IN WITNESS WHEREOF the seals of the parties were affixed hereto the day and year
first herein written.

SIGNED SEALED AND DELIVERED

by the said PATRICK J. O'GRADY              /s/Patrick J. O'Grady
and BERNADETTE O'GRADY                      /s/Bernadette O'Grady
in the presence of:

PRESENT when the Common Seal
of SAVILLE SYSTEMS PLC.,                    /s/John J. Boyle III
was affixed hereto;





<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  Exclusion of Use Warranty
5.6  Representations
5.7  Compensation
5.8  Service of Notices
5.9  Suspension of Rent
5.10 Net lettable space

6.  Option to Surrender

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

II.  The Exceptions
1.   Services
2.   Construction of services
3.   Access
4.   Light

III. Rent Review
1.   Definitions and Interpretation
2.   The 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
3.   Maintain Structure



<PAGE>


Dated the   day of 199
BETWEEN

PATRICK J. O'GRADY AND BERNADETTE O'GRADY
 Landlord

SAVILLE SYSTEMS PLC.,
Tenant

L E A S E

Kieran Murphy & Co.,
Solicitors,
9 The Crescent,
Galway.
Ref: bl26-98/KM/MG
21.12.1998


Map of Premises