Exhibit 10.2


LEASE

DATE:                            2001


PARTIES:


(1)  PARFA LIMITED having its registered office at 20 Fitzwilliam Square, Dublin
     ("Landlord)

(2)  CALIFORNIAN SOFTWARE BELGIUM LIMITED having its registered office at
     (___________________) ("Tenant")


1.   Definitions and interpretation

In the Lease:

1.1  "Building" means the building edged blue on the Plan numbered 1 attached
     hereto known as Carnmoney House, Edgewater Office Park, Edgewater Road,
     Belfast Harbour Estate, Belfast

1.2  "Property" means the part of the first floor of the Building described at
     clause 2.1 outlined in red on the Plan numbered 2 attached hereto

1.3  "Term" means the period of five years beginning on 29th June 2001 and
     ending on 28th June 2006

1.4  "Rent" means (pound) 15,000 per year plus VAT thereon

1.5  "Rent Commencement Date" means 29th September 2001

1.6  "Insurance Commencement Date" means 29th June 2001

1.7  "Service Charge Commencement Date" means 29th June 2001

1.8  "Tenant's Share" means 50 per cent

1.9  "Initial Provisional Service Charge" means(pound)390.50

1.10 "Adjoining Premises" means any nearby property in which the Landlord has or
     acquires during the Term a freehold or leasehold interest

1.11 "Common Parts" means all those parts of the Building that are provided by
     the Landlord for common use and enjoyment by the tenants and occupiers of
     the Building and all persons expressly or by implication authorised by them
     including for example the entrance, entrance halt and lobby serving the
     Building as outlined and hatched in blue on the Plan numbered 2 attached
     hereto

1.12 "Competent Authority" includes a government department any local regulatory
     public or other authority or a court of competent jurisdiction

1.13 "Conducting Media" includes all drains channels sewers flues conduits ducts
     pipes wires cables watercourses gutters culverts soakaways and other
     similar transmission media and installations and all fixings louvres cowls
     covers and other ancillary apparatus and references to


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     Conducting Media being "in" or "on" include Conducting Media in or under
     over or through the Property

1.14 "Estate" means Edgewater Office Park of which the Building forms part

1.15 "Independent Surveyor" means a member of the Royal institute of Chartered
     Surveyors (Northern Ireland Branch) in the absence of agreement between the
     parties appointed by the President for the time being of the Law Society of
     Northern Ireland

1.16 "Landlord" includes the person from time to time entitled to possession of
     the Property when this Lease comes to an end

1.17 "this Lease" includes (except where the contrary is indicated) any document
     supplemental or collateral to this document or entered into in accordance
     with its terms

1.18 "Losses" includes all liabilities incurred by the Landlord all damage and
     loss (0ther than economic and/or consequential loss) suffered by it and all
     damages awarded against it all claims demands actions and proceedings made
     or brought against it and all costs disbursement and expenses incurred by
     it

1.19 "1996 Order" means The Business Tenancies (Northern Ireland) Order 1996

1.20 "Other Buildings" means any building or other structure now erected on the
     Adjoining Premises or erected on the Adjoining Premises during the Term

1.21 "Outgoings" includes rates taxes assessments impositions duties levies
     charges and other outgoings of any type but excluding any tax imposed on
     the Landlord in respect of the receipt of Rent or other payment made by the
     Tenant under this Lease or on any disposition or dealing with or the
     ownership of the reversion of this Lease

1.22 "Plan" means the plan or plans annexed to this Lease

1.23 "Planning Orders" means the Planning (NI) Order 1992, the Planning Order
     (NI) 1991, Planning (Hazardous Substances) Regulations (NI) 1993 and the
     Planning (General Development) Order (NI) 1993 and other legislation
     relating to planning and any statutory modification or re-enactment of such
     legislation for the time being in force and any order regulation permission
     consent and direction made or issued under any such legislation.

1.24 "Plant" means all apparatus machinery and equipment within the Building
     from time to time including (for example) boilers items relating to
     mechanical ventilation heating and cooling and closed circuit television
     systems but not anything the maintenance of which is the direct
     responsibility of any tenant within the Building

1.25 "Superior Lease" means the Lease under which the Landlord holds the
     Property dated 21st June 1999 and made between (1) Tactical Properties (NI)
     Limited, (2) Edgewater Office Park Limited and (3) Parfa Limited

1.26 "Tenant" includes the person from time to time in whom the tenant's
     interest under tills Lease is vested


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1.27 "Utilities" means electricity gas water sewage telecommunications and data

1.28 "VAT" means value added tax and any tax of a simi1ar nature substituted for
     it or in addition to it

1.29 references:

     1.29.1    to a particular statute or part of it ("statutory reference")
               include (except where the contrary is indicated) any relevant
               derivative legislation and refer to that statutory reference as
               it may have been extended modified amended or re-enacted by the
               date upon which its construction is relevant for the purposes of
               this Lease and not as originally enacted or as at the date of
               this Lease

     1.29.2    generally to "statute" or "statutes" include derivative
               legislation and any Regulation or other legislation of the
               European Community that is directly applicable in the United
               Kingdom and incLude existing statutes and those that come into
               effect during the Term

      1.29.3    to "parties" or "party" mean the Landlord and the Tenant or
                either of them

     1.29.4    to the expiry of the Term or to the last year of the Term are
               (subject to clause 17.7) to the end of the Term and the last year
               of the Term however the Term comes to an end whether by effluxion
               of time or in any other way including (for example) determination
               by forfeiture

     1.29.5    to the base lending rate are to the base lending rate of First
               Trust Bank in Northern Ireland or if it has been abolished to the
               equivalent rate that has replaced it or if none to the rate of
               interest most comparable with the base lending rate determined
               in the absence of agreement between the parties by the
               Landlord's surveyor acting reasonably and professionally

1.30 any consent of the Landlord must be in writing and signed by or on its
     behalf if it is to be effective under this Lease

1.31 where the consent of the Landlord is required it may be given subject to
     any necessary further consent being obtained from a superior landlord and
     nothing in this Lease implies that this further consent may not be
     unreasonably withheld although the landlord will use all reasonable
     endeavours to obtain such consent(s)

1.32 whenever the Landlord or the Tenant consists of more than one person any
     ob1igation of or to that party is of or to those persons separately all
     together or in any combination

1.33 whenever this Lease provides for questions to be referred to or
     determinations to be made by the Landlord's surveyor the provisions of
     clause 17.11 apply

1.34 words importing one gender include all genders

1.35 any covenant by the Tenant not to do any act or thing includes an
     obligation not to allow that act Or thing to be done


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1.36 the  headings  are for  locating  references  in the text and are not to be
     taken into account in interpretation


2.   Demise

2.1  The Landlord demises to the Tenant the part of the Building  referred to in
     Clause 1.2 shown for the  purpose of  identification  only edged red on the
     Plan numbered 2 including:

     2.1.1     the paint  paper and other  decorative  finishes  applied  to the
               interior of the  external  walls and columns of the  Building but
               not any other part of the external walls and columns

     2.1.2     the floor finishes but nothing below them

     2.1.3     the ceiling finishes and any suspended ceilings but nothing above
               the ceiling finishes

     2.1.4     any non-load-bearing internal walls wholly within the Property

     2.1.5     the inner half of the internal non-load-bearing walls dividing
               the Property from other parts of the Building

     2.1.6     the doors and windows and the door and window frames

     2.1.7     all additions and improvements

     2.1.8     all fittings installed by the Landlord

     2.1.9     all fixtures (whether or not fixed to the property  at the
               commencement of the Term) except any installed by the Tenant that
               can be removed without defacing the Property

     2.1.10    any Conducting Media wholly in the Property that exclusively
               serve the Property


TO HOLD the same unto the Tenant for the Term.

3. Rights

3.1  The Landlord grants to the Tenant;

     3.1.1     the right insofar as the Landlord is able to grant same to use
               the Common Parts for all proper purposes in connection with the
               use and enjoyment of the Property including (for example) to pass
               to and from the Property

     3.1.2     the right insofar as the Landlord is able to grant same to pass
               to and from the Property along the roads within the Estate with
               or without vehicles of any description for all purposes connected
               with the use and enjoyment of the Property but not to park or
               except in an emergency to stop on them

     3.1.3     the right subject to temporary interruption for repair alteration
               or re-placement to the transmission of Utilities to and where
               appropriate from the Property through the Conducting Media now in
               the Building that serve the Property (the Landlord using all
               reasonable endeavours to repair alter or replace same as soon as
               reasonably possible)


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     3.1.4     the right of support and protection for the Property that is now
               enjoyed from the Building

     3.1.5     the right in an emergency to pass through any parts of the
               remainder of the Building that have been designated by the
               Landlord from time to time in accordance with any regulation or
               requirement of the fire officer or other Competent Authority

     3.1.6     the sole right to use Four (4) parking spaces in the car park
               serving the Building designated by the Landlord from time to
               time ("the Parking Area") for the parking of one private motor
               car in each space Together with the right in common as aforesaid
               to use the car parking areas situate within the Estate which are
               not allocated for the sole use of any other person or company

     3.1.7     the right to display on a notice board provided by the Landlord
               and prominently displayed in the entrance hall of the Building
               the Tenant's name and any other details approved by the Landlord
               in a form and manner approved by the Landlord and consistent with
               existing signage (such approval not to be unreasonably withheld
               or delayed)

     3.1.8     the right to display in an appropriate manner immediately outside
               the mainenance of the Property a notice indicating the name of
               the Tenant and all companies whose registered office is the
               Property in a form and manner approved by the Landlord (such
               approval not to be unreasonably withheld),

3.2  The rights mentioned in clauses 3.1.1. 3.1.2, 3.1.5 and 3.1.6 may also be
     exercised by any person expressly Or by implication authorised by the
     Tenant but only for proper purposes connected wIth the use or enjoyment of
     the Property

3.3  All the rights mentioned in clauses 3.1.1 and 3.1.3 to 3.1.5 may also be
     exercised by the Landlord and by any person authorised by the Landlord and
     by any person who is or who becomes entitled to use them


4.   Exceptions

The following are excepted and reserved in favour of the Landlord (and may also
be exercised by any person authorised by the Landlord or by any person who is or
who becomes entitled to exercise them);

4.1  the right to the transmission of Utilities from and to the remainder of
     the Building and the Adjoining Premises through the Conducting Media that
     are now or may during the Term be on the Property

4.2  the right at convenient times to both parties and upon reasonable written
     notice (except in cases of emergency) to enter the Property for any of the
     purposes mentioned in c1ause l2.4.1

4.3  the right to erect scaffolding for altering refurbishing refitting
     repairing or c1eaning the Building and Other Buildings even if this
     scaffolding temporarily restricts the use and


<PAGE>


     enjoyment of the Property by the Tenant (the Landlord using all reasonable
     endeavours to complete such works as soon as reasonably possible)

4.4  the right to build upon alter rebuild develop or use the Adjoining Premises
     even if this affects the light and air coming to the Property or causes
     nuisance damage annoyance or inconvenience to the Tenant or occupier of the
     Property by noise dust vibration or otherwise provided that the Landlord
     uses all reasonable endeavours to complete such works as soon as reasonably
     possible and makes good any damage caused using all reasonable endeavours
     to avoid undue business interruption having due regard to the Tenant's user
     of the Property.

4.5  the right to alter refurbish refit and repair the Building or to raise the
     height of the Building even if this affects the light and air coming to the
     Property or causes nuisance damage annoyance or inconvenience to the Tenant
     or occupier of the Property by noise dust vibration or otherwise provided
     that the Landlord uses all reasonable endeavours to complete such works as
     soon as reasonably possible and makes good any damage caused using all
     reasonable endeavours to avoid undue business interruption having due
     regard to the Tenants user of the Property

4.6  the right in an emergency to pass through the Property in accordance with
     any regulation or requirement of any Competent Authority

4.7  the right of support and protection from time to time enjoyed by other
     parts of the Building

4.8  all things which are excepted or reserved by the Superior Lease or any
     lease superior to it.


5.   Rent

The Tenant covenants with the Landlord to pay the Rent without any deduction or
set-off by equal quarterly payments in advance on the usual quarter days and:

5.1  the first payment is for the period beginning on the Rent Commencement Date
     and ending on the day before the next quarter day

5.2  the first payment is due on the Rent Commencement Date

5.3  Rent for a period of less than a year is to be apportioned on a daily basis
     (5.4) if required in writing by the Landlord the Tenant must make these
     payments by banker's order or direct transfer to any bank and account in
     the United Kingdom that the Landlord may nominate


6.   Repair cleaning and decoration

The Tenant covenants with the Landlord:

6.1  to keep the Property in repair but the Tenant need not do so where the
     disrepair is caused by

     6.1.1    a risk against which the Landlord has covenanted in this Lease to
              insure or by any additional risk against which the Landlord has
              insured except where the insurance money is irrecoverable through
              an act or omission of the Tenant or any person deriving title
              under the Tenant


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     6.1.2     an event for which criminal damage compensation may be payable

     6.1.3     fair wear and tear

6.2  to replace any of the fixtures which become beyond repair during the Term

6.3  to clean the Property and keep it clean and tidy and to clean the interior
     of the windows and window frames in the Property at least once a month

6.4  not to cause the Common Parts or any other area abutting the Property to be
     untidy


6.5  so often as is reasonably necessary to maintain the high quality of the
     appearance of the Property and, in any event, in the last year of the Term,
     howsoever the same may arise, to redecorate the interior of the Property in
     a good and workmanlike way and with appropriate materials of good quality
     to the reasonable satisfaction of the Landlord and to obtain the Landlord's
     approval (such approval not to be unreasonably withheld or delayed) of any
     change in the colours on each redecoration


7.   Alterations

     The Tenant covenants with the Landlord:

7.1  not to unite the Property with any adjacent property

7.2  not to make any addition or structura1 alteration to the Property

7.3  before installing any internal demountable partitions at the Property to
     obtain the approval of the Landlord to the use of that type of partitioning
     and the subsequent installation repositioning or removal of internal
     demountable partitions of a type approved by the Landlord will not be a
     breach of the preceding clause

7.4  at the expiry of the Term and if requested by the Landlord to remove any
     internal demountable partitions and any addition or alteration made to the
     property and to mike good where the Property has been damaged by the
     removal

7.5  not to connect with any Conducting Media which serve the Property unless it
     has obtained the approval of the relevant authority and the Landlord (the
     Landlord's approval not to be unreasonably withheld or delayed)

7.6  not to make any alteration or addition to the electrical installation at
     the Property or to connect any apparatus to the installation that might
     endanger or overload it



8.   Use

     The Tenant covenants with the Landlord:


<PAGE>


8.1  not to use the Property except as offices and (for example) not to use the
     Property or any part of it as residential accommodation nor to keep any
     animal on it

8.2  not to do any act or allow to remain upon the Properly any substance or
     article which may constitute a nuisance or which may cause inconvenience
     disturbance or injury or annoyance to the Landlord or the occupiers of
     other parts of the Building or cause damage to the Building

8.3  not to use the Property for any dangerous noisy or offensive occupation or
     for any illegal or immoral purposes

8.4  to use the Parking Area only for parking not more than one vehicle in each
     of the designated bays and not (for example) to keep on the Parking Area
     any materials equipment bins crates boxes or any skip or other receptacle
     for refuse or any caravan or temporary building

8.5  not to discharge into any Conducting Media in or that serve the Building
     any substance that may obstruct them or cause damage or danger or any
     noxious poisonous or radioactive matter or anything likely to pollute or
     contaminate

8.6  not to overload the Property

8.7  not to leave the Property continuously unoccupied for more than a month
     without notifying the Landlord and providing such security arrangements as
     the Landlord and the insurers reasonably require

8.8  to employ for cleaning the Property a firm or company approved by the
     Landlord and no other firm or company (such approval not to be unreasonably
     withheld)

8.9  not to place anything outside the Property or cause any obstruction of the
     Common Parts

8.10 not to place on the windows of the Property so as to be visible from the
     outside of the Property any notice sign sticker or advertisement

8.11 not to interfere with the heating of the Building or to impose an
     additional load on any heating plant in the Building

8.12 to operate the heating equipment in the Property in accordance with
     reasonable regulations made by the Landlord from time to time

8.13 not to play or use at the Property any equipment that is audible in the
     Common Parts or outside the Building

8.14 to comply with the requirements of the supply authority with regard to the
     electrical wiring installation and equipment in the Property and not to
     overload them

8.15 to comply with all reasonable regulations made by the Landlord from time to
     time for the management of the Building in accordance with the principles
     of good estate management but nothing in them may purport to vary this
     Lease and if there is any inconsistency between the terms of this Lease and
     the regulations this Lease will prevail


<PAGE>


9.   Planning

The Tenant covenants with the Landlord:

9.1  not to commit any breach of planning control and to comply with the
     Planning Orders in relation to the Property except in respect of any
     non-conformance with the Planning Orders as at the date of this Lease

9.2  not to make any application for planning permission iii relation to the
     Property


10.  Alienation

The Tenant covenants with the Landlord:

10.1 except to the extent permitted under the subsequent provisions of this
     clause not to:

     *    part with possession of the Property or any part of it

     *    permit another to occupy the Property or any part of it

     *    share the occupation of the Property or any part of it

     *    hold the Property or any part of it on trust for another

10.2 not to assign underlet or charge part only of the Property

10.3 not to assign underlet or charge the whole of the Property (save by way of
     floating charge) without the consent of the Landlord such consent not be
     unreasonably withheld or delayed where the Tenant has complied with the
     appropriate provisions of clauses 10.4-l0.7

10.4 to procure that any assignee enters into covenants with the Landlord to
     observe all the Tenant's covenants and all the other provisions of this
     Lease during the residue of the Term

10.5 on an assignment to a limited company and if the Landlord reasonably
     requires to procure that at least two directors of the company or some
     other persons acceptable to the Landlord (such acceptance not to be
     unreasonably withheld) enter into covenants with the Landlord guaranteeing
     the performance of the assignee in such form as the Landlord reasonably
     requires

10.6 in relation to every underlease to ensure that;

     10.6.1    it is granted without a fine or premium at a rent no lower than
               the then open market rent approved by the Landlord (such
               approval not to be unreasonably withheld)

     10.6.2     the rent is payable quarterly in advance on days no later than
               the days when rent is payable under this Lease

     10.6.3    it contains provisions approved by the Landlord (such approval
               not to be unreasonably withheld or delayed):

               10.6.3.1       for the upwards-only review of the rent in such
                              form as the Landlord reasonably requires or
                              approves

               10.6.3.2       for the rent to be reviewed on such dates approved
                              by The Landlord

               10.6.3.3       prohibiting the undertenant from doing or allowing
                              any act or thing in relation to the Property
                              inconsistent with or in breach of the provisions
                              of this Lease


<PAGE>


               10.6.3.4       for re-entry by the under landlord on breach of
                              any covenant by the undertenant

               10.6.3.5       imposing an absolute prohibition against all
                              dealings with the Property other than an
                              assignment or charge of the whole

               10.6.3.6       prohibiting any assignment or charge of the whole
                              of the Property without the consent of the
                              Landlord under this Lease

               10.6.3.7       prohibiting the undertenant from parting with
                              possession or permitting another to share or
                              occupy or hold on trust for another the Property
                              or any part of it

               10.6.3.8       imposing in relation to any permitted assignment
                              the same obligations for consent and registration
                              with the Landlord as are in this Lease in
                              relation to dispositions by the Tenant

10.7 before any permitted underletting to procure that the undertenant enters
     into covenants with the Landlord to the same effect as those required of an
     assignee

10.8 in relation to any permitted underlease:

     10.8.1    to enforce the observance by every undertenant of the provisions
               of the underlease and not at any time to waive any breach of the
               covenants or conditions on the part of any undertenant or
               assignee of any underlease nor (without the consent of the
               Landlord such consent not to be unreasonably withheld) to vary
               the terms of any permitted underlease

     10.8.2    not to agree any reviewed rent with the undertenant without the
               approval of the Landlord such approval not to be unreasonably
               withheld or delayed

     10.8.3    not to agree any appointment of a person as the third party
               determining the revised rent without the approval of the Landlord
               such approval not to be unreasonably withheld

     10.8.4    to incorporate as part of its representations to that third party
               representations reasonably required by the Landlord

     10.8.5    to give the Landlord details of every rent review within
               twenty-eight days of its 0utcome

10.9 within twenty-one days of any assignment charge underlease or any
     transmission or other devolution relating to the Property to produce for
     registration with the Landlord's solicitor a certified copy of any
     relevant document and to pay the Landlord's solicitor's reasonable charges
     for registration of at least(pound)25


11   Underlease Covenants


<PAGE>

The Tenant covenants with the Landlord:

11.1 to observe the covenants on the part of the lessee and the conditions
     contained in the Superior Lease (other than the payments of rent) and in
     any lease superior to it so far as they relate to the Property

11.2 not to omit or allow anything which might cause the Landlord to be in
     breach of the Superior Lease and any lease superior to it or which if done
     omitted or allowed by the Landlord might be a breach of the covenants on
     the part of the Lessee or the conditions contained in the Superior Lease

11.3 to pay as rent to the Landlord the Tenant's Share of the service charge
     payable from time to time by the Landlord under the Superior Lease

11.4 to permit the Landlord upon reasonable written notice (except in emergency)
     to enter the Property for any purpose that is in the reasonable opinion of
     the Landlord necessary to enable it to comply with the Covenants on the
     part of the Lessee and the conditions contained in the Superior Lease.

11.5 to permit any superior landlord and it persons authorised by any superior
     landlord to enter the Property for the purposes specified and upon the
     terms contained in the Superior Lease or in any lease superior to it as if
     the provisions in those documents dealing with the lessor's access to the
     Property were incorporated into this Lease


12.  Tenant's other covenants

Tenant covenants with the Landlord:

12.1 Outgoings
     ---------

     12.1.1    to pay and to indemnify the Landlord against:

     12.1.2    all Outgoings which now or during the Term are charged assessed
               Or imposed on the Property or on its owner lessor lessee or
               occupier

     12.1.3    the Tenants Share of all Outgoings which now or during the Term
               are charged assessed or imposed on the Building (except where
               these are recovered under clause 15)

12.2 Supplies
     --------

     12.2.1    where a separate supply is provided to the Property to pay the
               supplier and to indemnify the Landlord against all charges for
               Utilities and other supplies consumed on the Property and to pay
               all equipment rents

     12.2.2    where supply charges are made in reLation to the Building
               (including, for example the supply of gas for heating purposes)
               to indemnify the Landlord against the Tenants Share of said
               charges (except where these are recovered under clause 15)

l2.3 VAT
     ---

<PAGE>


     12.3.1    to pay to and indemnify the Landlord against any VAT that may be
               chargeable on the Rent or any other payment made by the Tenant
               under this Lease addition to the Rent or other payment (VAT being
               recoverable as if it were rent where it is charged on Rent or on
               a payment that is either reserved as additional rent or that this
               Lease provides is recoverable as if it were rent)

     12.3.2    whenever the Tenant has agreed in this Lease to reimburse the
               Landlord for a payment made by the Landlord to reimburse the
               Landlord in addition for any VAT paid by the Landlord on that
               payment unless the VAT is recovered by the Landlord

12.4 Access of Landlord and notice to repair
     ---------------------------------------

     12.4.1    to permit the Landlord and all persons properly authorised by the
               Landlord in writing at convenient times to both parties and on
               reasonable written notice (except in an emergency) to enter the
               Property:

               12.4.1.1       to establish if the provisions of this Lease have
                              been observed

               12.4.1.2       to view the condition of the Property the Building
                              the Conducting Media and the Plant

               12.4.1.3       to alter the Building the Conducting Media and the
                              Plant and to install additional Conducting Media
                              and Plant

               12.4.1.4       to carry out the Services

               12.4.1.5       to take schedules and inventories

               12.4.1.6       to exercise any right granted or reserved to the
                              Landlord by this Lease

               12.4.1.7       for any proper purpose connected with the
                              insurance of the Building the review of the Rent
                              or the renewal of this Lease

               12.4.1.8       for any reasonable and proper purpose connected
                              with the management of the Building

               12.4.1.9       to give to the Tenant (or to leave at the
                              Property) a notice:

                              *  specifying any breach of covenant by the Tenant

                              *  specifying any work carried out in breach of
                                 the provision of this Lease

                              *  requiring the Tenant immediately to remedy the
                                 breach and to reinstate the Property

     12.4.2    immediateLy to repair clean and decorate the Property or to carry
               out other work as required by the notice

     12.4.3    to allow the Landlord and all persons authorised in writing by
               the Landlord to enter the Property by prior arrangement to carry
               out the work that is needed to comply with the notice and to pay
               to the Landlord the cost of doing so within twenty one days of
               the Landlord having completed such work and of a written demand
               thereafter if:

<PAGE>


               12.4.3.1       within thirty days of service of the notice the
                              Tenant has not both begun and then continued the
                              work referred to in the notice or

               12.4.3.2       the Tenant fails to complete the work as soon as
                              reasonably practicable after service of the notice


12.5 Signs
     -----

If requested by the Landlord to display a sign showing the Tenant's trading name
of a size and kind approved by the Landlord (such approval not to be
unreasonably withheld) at a point or points in the Common Parts or on the
exterior of the Building as reasonably specified by the Landlord


12.6 Statutes notices and orders
     ----------------------------


     12.6.1    to comply with every statute and any notice or order from a
               Competent Authority that relates to the Property or any substance
               or article on the Property and whether applicable to the Tenant
               or the owner lessor lessee or occupier of the Property except
               that nothing in this Clause shall make the Tenant liable for any
               non compliance with any of same existing as at the date of this
               Lease

     12.6.2    to produce as soon as reasonably practicable to the Landlord a
               copy of any such notice or order that is served on the Property
               or the Tenant

     12.6.3    at the request and expense of the Landlord to make or join with
               the Landlord in making any reasonable representations that the
               Landlord reasonably considers appropriate or otherwise contesting
               any proposal of a Competent Authority that re1ates to or includes
               the Property

12.7 Equipment
     ---------

     12.7.1    not to install or use on the Property any equipment which causes
               noise or vibration detectable outside the Property or damage to
               the Property the Building Plant or Conducting Media

     12.7.2    to keep all equipment on the Property properly maintained to
               renew all parts when recommended or necessary and to ensure that
               the equipment is properly operated

12.8 Defective premises
     ------------------

     12.8.1    to give notice as soon as practicable after becoming aware of
               same to the Landlord of any defect in the Property which might
               give rise to liability or duty on the Landlord

     12.8.2    to display all notices relating to the Property which the
               Landlord may reasonably require

12.9 Encroachments
     -------------

     12.9.1    not to stop up darken or obstruct any windows at the Property


<PAGE>


     12.9.2    to take all reasonable steps to prevent any encroachment or
               easement being made or acquired over the Property and to give
               notice to the Landlord as soon as reasonably practicable if any
               is attempted

12.10 Evidence of compliance
      -----------------------

If required to produce to the Landlord such evidence as the Landlord may
reasonably and properly require to satisfy itself that the provisions of this
Lease have been complied with

12.11 Indemnity
      ---------

to be responsible for and to keep the Landlord indemnified against all Losses
resulting directly or indirectly from any breach by the Tenant of the provisions
of this Lease

12.12 Keyholders
      ----------

to ensure that at all times both the Landlord and the local police are aware of
the name address and home telephone number of at least two keyholders of the
Property

12.13 Interest
      --------

     12.13.1   to pay interest at a yearly rate of 3% above First Trust Bank
               base lending rate from time to time on any Rent or other sum
               payable under this Lease that is not paid on its due date

     12.13.2   to pay this interest from the due date to the date of payment
               (both before and after any judgment) calculated on a daily basis
               (and compounded with rests on the usual quarter days) but nothing
               in this clause entitles the Tenant to withhold or delay any
               payment or affects the rights of the Landlord in relation to
               non-payment

 12.14  Landlord's costs
       ----------------

     12.14.1   to pay to the Landlord on an indemnity basis all reasonable and
               proper costs and other expenses incurred by the Landlord in
               relation to:

               12.14.1.1      every application made by the Tenant for consent
                              whether it is granted refused offered subject to
                              any qualification or withdrawn

               12.14.1.2      the preparation and service of a notice under
                              Section 14 of the Conveyancing Act 1881 even if
                              forfeiture is avoided otherwise than by a court
                              order

               12.14.1.3      the recovery of Rent or other sums due from the
                              Tenant

               12.14.1.4      enforcing or requiring the Tenant to remedy a
                              breach of the provisions of this Lease

               12.14.1.5      any steps taken in connection with the preparation
                              and service of a schedule of dilapidations during
                              or within 3 calendar months of the expiry of the
                              Term

12.15 Sale of reversion
      -----------------

to permit at reasonable times upon reasonable notice agents or prospective
buyers of any interest superior to this Lease to view the Property provided they

<PAGE>


are authorised by the Landlord or its agent and to permit the Landlord or any
superior landlord to fix on the Property a notice or board indicating that an
interest superior to this Lease is for sale (so, however, that such notice shall
not in any way materially affect Tenants enjoyment and use of the Property)

12.16 Re-letting
      -----------

to permit the Landlord or its agent at any time during the last six months of
the Term to fix upon any appropriate part of the Property a notice or board
indicating that the Property will be available for letting and during that
period to permit persons with the authority of the Landlord or its agent to view
the Property after reasonable notice and provided that notice or board shall not
materially interfere with the Tenant's use and enjoyment of the Property

12.17 Yield up
      --------

at the expiry of the Term:

     12.17.1   to yield up the Property decorated and repaired in accordance
               with and in the condition required by the provisions of this
               Lease

     12.17.2   to give up all keys of the Property to the Landlord

     12.17.3   to remove the Tenant's fittings (if requested by the Landlord)
               and all signs erected by the Tenant in the Common Parts or on the
               exterior of the Building and to make good any damage caused by
               the removal

12.18 Criminal Damage
      ---------------

In the event of a claim arising pursuant to the Criminal Damage (Compensation)
(NI) Order 1977 or any statutory modification or re-enactment thereof in respect
of Losses incurred by the Landlord in respect of the Building to provide without
delay all reasonable assistance to the Landlord in maximising its claim for
compensation.

13   Landlord's covenants

The Landlord covenants with the Tenant

13.1 Quiet enjoyment
     ---------------

to permit the Tenant to hold the Property peaceably and without any interruption
by the Landlord or any person claiming under or in trust for the Landlord

13.2 Exercising rights
     -----------------

in exercising the rights involving entry to the Property to cause (and to ensure
that those exercising the rights on its behalf cause) as little damage as is
reasonably practicable to the Property and to make good any damage thereby
caused and to cause as little nuisance and inconvenience as possible

13.3 Superior Lease
     --------------

to pay the rent reserved by arid perform and observe the covenants and
conditions contained in the Superior Lease


<PAGE>



14.  Insurance

14.1 Landlord's convenants
     ---------------------

     The Landlord covenants with the Tenant:

     14.1.1    to insure the Building against damage caused by fire lightning
               explosion aircraft (or other aerial device) or articles falling
               from then, riot civil commotion malicious persons act or
               terrorism earthquake storm tempest flood bursting and overflowing
               of water pipes tanks and other apparatus impact by mechanically
               propelled vehicles and any other risks that the Landlord may
               decide although:

               14.1.1.1       the obligation to insure against any particular
                              risk is subject to insurance for that risk being
                              ordinarily available from a reputable insurer for
                              the Building and

               14.1.1.2       this insurance will be subject to any exclusions
                              conditions and excesses that the insurer requires


     14.1.2    to effect this insurance with a reputable insurance company or
               with reputable underwriters and through any agency that the
               Landlord may from time to time reasonably decide

     14.1.3    that this insurance will be for the full cost of reinstatement
               including (for example);

               *    temporarily making the Building safe and protecting any
                    adjoining structures

               *    debris removal demolition and site clearance

               *    obtaining planning and all other statutory and other
                    consents

               *    architects' surveyors' and other fees

               *    complying with the requirements of any statutes or of any
                    Competent Authority any VAT that may be payable on or in
                    respect of any of these costs and fees

     14.1.4    to produce to the Tenant on demand reasonable evidence of the
               terms of the policy and of payment of the last premium

     14.1.5    to notify the Tenant of any change in the risks covered by the
               policy

14.2 Tenant's covenants
     ------------------

The Tenant covenants with the Landlord:

     14.2.1    to pay as rent to the Landlord within fourteen days of a demand
               and (if so demanded) in advance of the date of renewal (but not
               more than 28 days in advance) sums equal to:

               14.2.1.1       the Tenant's Share of the premiums paid or to be
                              paid by the Landlord for insuring the Building in
                              accordance with its obligations in this Lease and
                              the whole of any increased premiums required as a
                              result of the Tenant's use of the Property or
                              anything brought onto the Property by the Tenant


<PAGE>


               14.2.1.2       the premiums paid or to be paid by the Landlord
                              for insuring for three years' loss of rent under
                              this Lease

               14.2.1.3       the Tenant's Share (or such other percentage that
                              is properly attributable to the Property to be
                              determined in the absence of agreement by the
                              Landlord's surveyor) of the premiums paid or to be
                              paid by the Landlord for any third parry liability
                              including public and property owner's and
                              employer's liability in respect of the Building
                              against which the Landlord may at any time
                              reasonably and properly insure

     14.2.2    to pay the proportion of the sum referred to in clause 14.2.1 for
               the period beginning on the Insurance Commencement Date and
               ending on the day immediately before the next renewal date on the
               grant of this Lease or if later on the Insurance Commencement
               Dare or when demanded

     14.2.3    to give notice to the Landlord of any matters (whether existing
               or that arise during the Term) that a prudent insurer might treat
               as material in deciding whether or on what terms to insure or to
               continue to insure the Building


     14.2.4    to comply with all the requirements and recommendations of the
               insurer and the fire officer

     14.2.5    not to do or omit anything that could cause the insurance
               effected under clause 14.1 to become void or voidable wholly or
               in part and if the Building is destroyed or damaged by a risk
               against which the Landlord has covenanted in this Lease to insure
               and the insurance money is wholly or partly irrecoverable by
               reason solely or in part of any act or omission of the Tenant or
               anyone claiming tide under the Tenant to pay to the Landlord the
               whole or where appropriate the irrecoverable part of the cost of
               reinstatement

     14.2.6    not to do or omit anything that could cause any additional or
               increased premiums to become payable unless the Tenant has
               previously obtained the approvals of the Landlord and the insurer
               the approval of the Landlord not to be unreasonably withheld

     14.2.7    not to bring or store on the Property anything which is explosive
               or specially combustible

     14.2.8    to keep the Property supplied with the equipment for the
               detection and fighting of fire that is reasonably required by the
               Landlord or that the insurer or Competent Authority may require
               and to maintain this equipment in working order and to the
               satisfaction of the insurer or the fire officer and to the


<PAGE>


               reasonable satisfaction of the Landlord and at least once every
               six months to have this equipment inspecting by a competent
               person but nothing in this clause shall render the Tenant liable
               to expend capital sums on effecting any improvement to the
               Property other than where such improvement arises from any
               requirement associated with the Tenant's user of the Property

     14.2.9    not to obstruct the access to any fire equipment or the means of
               escape from the Property or to lock any fire door while the
               Property is occupied

     14.2.10   to give notice to the Landlord as soon as reasonably practicable
               after any event happens against which the Landlord may have
               insured under this Lease

     14.2.11   to do nothing to prejudice any claim made by the Landlord or to
               prevent or impede any reinstatement being carried out by the
               Landlord under clause 14.4.1.4

14.3 Suspension of Rent
     ------------------

     14.3.1    "Insured Damage" means that the Building is destroyed or damaged
               by any risk against which the Landlord has covenanted in this
               Lease to insure or by any additional risk against which the
               Landlord has insured or by which compensation is payable under
               the Criminal Damage (Compensation) (NI) Order 1977 or any
               statutory modification or re-enactment thereof and payment of the
               insurance money or compensation is not refused wholly or in part
               as the result of an act or omission of the Tenant or any person
               deriving title under the Tenant

     14.3.2    Whenever Insured Damage occurs and the Property or any part of it
               is unfit for use or access to and enjoyment thereof is not
               available the Rent insurance rent and Service Charge (or a fair
               proportion of them according to the nature and extent of the
               damage) will not be payable until the Property is (or the
               affected parts are) again fit for use and the proportion will be
               determined (in the absence of agreement) by an Independent
               Surveyor

14.4 Reinstatement
     -------------

     14.4.1    Whenever Insured Damage occurs the Landlord covenants with the
               Tenant:

               14.4.1.1       immediately to notify the insurer and/or Competent
                              Authority (as appropriate) of the damage and to
                              claim all sums due under the insurance policy
                              and/criminal damage compensation scheme, as
                              appropriate

               14.4.1.2       to use all reasonable endeavours to procure the
                              payment by the insurer and/or the Competent
                              Authority of all sums properly due under the
                              insurance policy and/or criminal damage
                              compensation scheme (as appropriate) at the time
                              and in the manner required by the policy and/or
                              scheme

<PAGE>


               14.4.1.3       to apply for and use all reasonable endeavours to
                              obtain all planning permissions building
                              regulation consents and other consents and
                              licences that are required to enable the Landlord
                              to reinstate ("the Permissions")

               14.4.1.4       to apply all insurance/compensation money received
                              (except sums for loss of rent) in reinstating the
                              Building as soon as the Permissions have been
                              obtained or immediately where no Permissions are
                              required

     14.4.2    The Landlord need not reinstate while prevented by any of the
               following:

               14.4.2.1       failure by the Landlord to obtain the Permissions
                              despite using all reasonable endeavours

               14.4.2.2       the grant of any of the Permissions subject to a
                              lawful condition with which it would be
                              unreasonable to expect the Landlord to comply or
                              the planning authority's insistence that as a
                              pre-condition to obtaining any of the Permissions
                              the Landlord must enter into an agreement with the
                              planning authority that would contain a term with
                              which it wou1d be unreasonable to expect the
                              Landlord to comply

               14.4.2.3       some defect in the site upon which the
                              reinstatement is to take place so that it could
                              not be undertaken or undertaken only at excessive
                              cost

               14.4.2.4       war act of God government action strike lock-out
                              or any other similar circumstance beyond the
                              control of the Landlord

14.5 Termination
     -----------

     14.5.1    Whenever Insured Damage occurs and the Property or any part of it
               is still unfit for use or access to and enjoyment thereof is
               still not available one year after the date upon which it first
               became unfit either party may for so long as the Property or part
               remains unfit serve on the other a notice referring to this
               clause whereupon this Lease will immediately come to an end

     14.5.2    Termination under the preceding clause will not affect any rights
               that either party may have against the other (including for
               example any that the Tenant may have for breach by the Landlord
               of clause 12.4.1) and all insurance money received in respect of
               the Building will belong to the Landlord

15  Services and service charge

<PAGE>


The Landlord covenants with the Tenant:


     15.1.1    to repair (and whenever the Landlord acting reasonably and in the
               interests of economy regards it as necessary in order to repair
               to replace or renew parts of) maintain, clean and decorate the
               exterior and structure of the Building including (for example):

               *    the roofs and foundations

               *    the load-bearing walls and columns

               *    the external walls including the cladding

               *    the floors and ceilings

               *    all other structural parts

                but excluding the finishes applied to the internal walls
                ceilings and floors in the Lettable Areas

     15.1.2    to repair the 0uter half of all non-load bearing walls that
               separate the Lettable Areas from the Common Parts

     15.1.3    to contribute to the maintenance, repair, cleaning, decorating
               and lighting of the Common Parts in accordance with its
               obligations as contained in clause 1 (6) (b) of the Superior
               Lease (other than any amount recoverable under cLause 15.3.4.7)

     15.1.4    to maintain clean overhaul service and (whenever the Landlord
               considers it appropriate) renew or replace and where appropriate
               to insure the Plant and the Conducting Media in or that serve the
               Building but not nay that are the direct responsibility of any
               tenant within the Building

     15.1.5    to clean the exterior of all windows and window frames in the
               Building and the interior of all windows and window frames not
               within Lettable Areas

     15.1.6     to supply maintain service and keep in good condition and
               (whenever the Landlord considers it appropriate) to renew or
               replace all fixtures fittings furnishings bins receptacles tools
               appliances equipment door furniture carpet and other things That
               the Landlord may deem desirable for performing the Services or
               for the appearance or upkeep of the Building other than in the
               Lettable Areas

     15.1.7    to comply with the requirements of the insurers or of any
               statute (existing or to be passed) or Competent Authority that
               relate to the Building and for which no tenant is directly liable

     15.1.8    to provide any other service relating to or for the benefit of
               the Building or any part of it that the Landlord considers
               appropriate in accordance with the principles of good estate
               management


<PAGE>


     15.1.9    to provide all above services in a reasonably efficient and
               economic manner.


     15.1.10   to use all reasonable endeavours to have the Superior Landlord
               comply with its obligations under the Superior Lease and to
               comply with the Lessees covenants therein

15.2 Qualified nature of the Landlord's covenants
     ---------------------------------------------

The Landlord will not be liable to the Tenant for any breach of its obligations
in clause 15.1 where the breach was caused by something beyond the Landlord's
control (provided the Landlord uses all reasonable endeavours to remedy the
breach) except to the extent that the breach:

*    could have been prevented or

*    its consequences could have been lessened or

*    the time during which its consequences were experienced could have been
     shortened by the exercise of reasonable skill by the Landlord or th0se
     undertaking the obligation on its behalf

15.3 Payment of service charge: definitions
     --------------------------------------

In this Lease:

     15.3.1    "Services" means the service facilities and amenities mentioned
               in clause 15.1

     15.3.2    "Net Expenditure" means the difference between Gross Expenditure
               and Income


     15.3.3    "Gross Expenditure" means:


               15.3.3.1       the costs and expenses incurred by the Landlord
                              (and any VAT paid by the Landlord unless the VAT
                              is recovered by the Landlord) in and incidental to
                              providing the Services

               15.3.3.2       all Other Expenses reasonably incurred by the
                              Landlord and any VAT paid by the Landlord in
                              relation to these expenses unless the VAT is
                              recovered by the Landlord

     15.3.4    "Other Expenses" means:

               15.3.4.1       the reasonable and proper charges and
                              disbursements of managing agents (up to a maximum
                              of 5% of the Rent) retained by the Landlord to
                              undertake on behalf of the Landlord any of its
                              obligations under this Lease and generally to be
                              responsible for the management administration
                              security maintenance and protection of the
                              Building

               15.3.4.2       the reasonable and proper charges and
                              disbursements of the Landlord's surveyor in
                              respect of any of the functions undertaken by him
                              in relation to the Services and Other Expenses and
                              of the chartered accountant referred to below


<PAGE>


               15.3.4.3       the reasonable and proper operating costs and
                              Outgoings in respect of any parts of the Building
                              that are provided by the Landlord from time to
                              time for the maintenance and upkeep of the
                              Building and the provision of the Services

               15.3.4.4       the reasonable and proper charges and
                              disbursements properly incurred by the Landlord in
                              determining the full cost of reinstatement of the
                              Building for insurance purposes (but not more than
                              once in every three year period)

               15.3.4.5       the cost of electricity gas oil or other fuel and
                              water used in connection with the provision of the
                              Services

               15.3.4.6       Outgoings that are charged assessed or imposed
                              upon the whole of the Building or on parts of the
                              Building not being Lettable Areas

               15.3.4.7       any amount which the Landlord may be properly
                              called upon to pay under the Superior Lease as a
                              contribution towards the expense of repairing
                              maintaining improving or cleaning anything used
                              exclusively by the Building or its occupiers or by
                              the Building or its occupiers and any neighbouring
                              property and the occupiers of that property

               15.3.4.8       the cost of making representations against or
                              otherwise contesting any notice request direction
                              order certificate or assessment served or issued
                              by a Competent Authority for which no tenant is
                              directly liable or a proposal of a Competent
                              Authority that relates to or that would materially
                              affect the Building (or any part of it) in the
                              reasonable opinion of the Landlord unless such
                              would be directly contrary to the Tenants business
                              interests in pursuing its use and enjoyment of the
                              Property for its permitted use

               15.3.4.9       the cost of abating a nuisance to any part of the
                              Building so far as the abatement is riot the
                              direct responsibility of any tenant

               15.3.4.10      the exercise of supplying to the tenants any
                              regulations relating to the Building

               15.3.4.11      the costs where these Cannot be recovered from
                              another person of enforcing any claim or taking or
                              defending any proceedings that the Landlord may at
                              its reasonable discretion take or defend in
                              relation to the Building including (for example)
                              any:

                              *  against contractors consultants architects
                                 consulting engineers surveyors or others
                                 employed or engaged in connection with the
                                 Services


<PAGE>

                              *  to establish preserve or defend any rights
                                 amenities or faci1ities used or enjoyed by
                                 occupiers of the Building or to which they may
                                 be entitled

               15.3.4.12      any excess which may be deducted by the insurer on
                              a claim made by the Landlord under a policy
                              effected by the Landlord in accordance with clause
                              14.1

               15.3.4.13      any other sum reasonably and properly incurred by
                              the Landlord in connection with the Building
                              provided such sum is incurred in the interest of
                              good estate management


PROVIDED ALWAYS that the Tenant shall not be required to contribute to the costs
incurred by the Landlord and there shall be excluded from the items comprising
the service charge:

(a)  any liability or expense for which the Tenant or the Tenants or occupiers
     of the Building may be individually responsible under the terms of the
     Leases or other arrangements under which they use or occupy the Building;

(b)  any sum or sums incurred by the Landlord in repairing replacing or renewing
     the structure of the Building (or any part thereof) or the Conducting Media
     serving the Building or the Common Parts or otherwise arising out of any
     latent defect in the Building due to its design or attributed to the manner
     of itS construction;

(c)  any sum or sums incurred by the Landlord in complying with any statutory
     provision regulation by-law or other requirement having force of law
     including (but not limited to) the cost of putting the Property and/or the
     Building into compliance with the provisions of the Planning Acts, Building
     Regulations, the Fire Services Northern Ireland Order 1984 and/or any
     similar or equivalent legislation now existing or in the future to be
     passed.

15.3.5 "Income" means:

               15.3.5.1       any money received from an insurance policy which
                              the Landlord was obliged to take out by virtue of
                              this Lease or has taken out where the Landlord has
                              incurred expense as part of the Gross Expenditure
                              in making good the insured toss or arising as
                              compensation for insured damage

               15.3.5.2       any money recovered from any person (other than
                              the service charge paid by the tenants in the
                              Building) in relation to the Landlord's
                              obligations under this Lease where the Landlord
                              has incurred the expense as part of the Gross
                              Expenditure in respect of which the money was
                              recovered.


<PAGE>


     l5.3.6    "Accounting Date means 31 December or any other date that the
               Landlord may nominate

     15.3.7    Provisional Service Charge means the Initial Provisional Service
               Charge or for subsequent years such sum as may be fixed for each
               year by the Landlord's Surveyor as a reasonable estimate of the
               Tenant's Share of the Net Expenditure for that year

     15.3.8    "Lettable Areas" means the accommodation in the Building from
               time to time let or intended for letting by the Landlord

15.4 Payment of service charge
     ------------------------

     15.4.1    The Tenant must pay to the Landlord the Provisional Service
               Charge without any deduction or set-off by equal quarterly
               payments on the days upon which the Rent is payable under this
               Lease (this sum to be treated as rent) and the full quarterly
               installment of the Provisional Service Charge must be paid in
               advance for the quarter during which the Term will expire

     15.4.2    The first payment of the Initial Provisional Service Charge for
               the period beginning on the Service Charge Commencement Date arid
               ending on the day before the next rent day is due on the date of
               this Lease or the Service Charge Commencement Date whichever is
               the later

     15.4.3    As soon as possible after every Accounting Date the Landlord will
               prepare and supply to the Tenant an account:

               15.4.3.1       showing the Net Expenditure the Gross Expenditure
                              and any Income for the period ending on the
                              Accounting Date the Landlord referred to in the
                              account

               15.4.3.2       containing a fair summary of the items referred to
                              in it

               15.4.3.3       audited by a chartered accountant or other person
                              who is qualified by virtue of the Companies
                              (Northern Ireland) Order 1990 Article 28 for
                              appointment as auditor of a company

               15.4.3.4       including a certificate by the Landlord's Surveyor
                              of the Tenant's Share of the Net Expenditure for
                              that period

     15.4.4    This account will be conclusive evidence for the purposes of this
               Lease of all matters of fact referred to in it save for manifest
               error

     15.4.5    In the case of the first Accounting Date after the Service Charge
               Commencement Date if the proportion of the Tenant's Share of the
               Net Expenditure shown in the account apportioned on a daily basis
               for the period from the Service Charge Commencement


<PAGE>


               Date to the first Accounting Date:

               15.4.5.1       exceeds the amount already paid as Provisional
                              Service Charge prior to the first Accounting Date
                              the Tenant must pay to the Landlord as rent the
                              excess on demand

               15.4.5.2       is less than the amount already paid as
                              Provisional Service Charge prior to the first
                              Accounting Date the Landlord will credit the
                              excess to the Tenant against the next quarterly
                              payment of Rent and Provisional Service Charge

     15.4.6    In the case of every subsequent Accounting Date if the Tenant's
               Share of the Net Expenditure shown in the account for the period
               beginning on the day after the previous Accounting Date and
               ending on that Accounting Date:

               15.4.6.1       exceeds the amount paid as Provisional Service
                              Charge during that period the Tenant must pay to
                              the Landlord as rent the excess on demand

               15.4.6.2       is less than the amount paid as Provisional
                              Service Charge during that period the Landlord
                              will credit the excess to the Tenant against the
                              next quarterly payment of Rent and Provisional
                              Service Charge

     15.4.7    The preceding clause will also apply to the year in which the
               Term expires with adjustment either way after apportionment of
               the Tenant's Share of the Net expenditure on a daily basis.

16   Forfeiture

16.1 A "Forfeiting Event' is any of the following:

     16.1.1    any Rent or sum regarded as rent for the purposes of this Lease
               is outstanding for twenty-one days after becoming due whether
               formally demanded or not

     16.1.2    a breach by the Tenant of any of the provisions of this Lease

     16.1.3    the Tenant has any distress or execution levied on its goods at
               the Property

     16.1.4    the Tenant is Insolvent

16.2 "Insolvent" for the purposes of this Lease means:

     16.2.1    in relation to a company any of the following;

     *    it is deemed unable to pay its debts as defined in the Insolvency
          (Northern Ireland) Order 1989 (referred to in this clause us "the
          Order") article 103

     *    a proposal is made for a voluntary arrangement under Part II of the
          Order

     *    a petition is presented for an administration order under Part III of
          the Order

     *    a receiver administrative receiver or manager is appointed

     *    it goes into liquidation as defined in article 70 of the Order (other
          than a voluntary winding up solely for the purpose of amalgamation or
          reconstruction of a solvent company)

<PAGE>



     *    a provisional liquidator is appointed under article 115 of the Order

     16.2.2    in relation to an individual any of the following:

     *    he is deemed unable to pay his debts as defined in article 242 of the
          Order

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

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

     *    he enters into a deed of arrangement

16.3 Whenever a Forfeiting Event exists the Landlord may enter the Property (or
     any part of it) at any time even if a previous right of re-entry has been
     waived and then the Term will end but without affecting any rights that
     either party may have against the other including (for example) the breach
     under which the re-entry is made


17   Miscellaneous

17.1 Representations
     ---------------

The Tenant acknowledges that it has not entered into this Lease in reliance on
any representation made by or on behalf of the Landlord

17.2 Exclusion of use warranty
     -------------------------

Nothing in this Lease or in any consent granted by the Landlord implies that the
Property may be used for any particular purpose

17.3 Disputes with adjoining owners
     -------------------------------

If any dispute relating to the Property arises between the Tenant and the
occupiers of other parts of the Building it will be determined by the Landlord's
surveyor

17.4 Covenants relating to Adjoining Premises
     ----------------------------------------

Nothing contained in or implied by this Lease gives the Tenant the benefit of or
the right to enforce (Or to prevent the release or modification of) any covenant
or condition entered into by any tenant

17.5 Effect of waiver
     -----------------

Each of the Tenant's covenants will remain in force even if the Landlord has
waived or temporarily released that covenant or waived or released a similar
covenant in a lease of other parts of the Building or Adjoining Premises

17.6 Rights and easements
     --------------------

     17.6.1    The Tenant will not during the Term acquire or become entitled to
               any easement over other parts of the Building or any Adjoining
               Premises


<PAGE>


     17.6.2    Any easement exercised over any Adjoining Premises will be
               regarded as being exercised by virtue of a determinable licence
               from the Landlord

17.7 Extension of Term
     -----------------

If after the expiry of the Term there is a period of holding over extension or
continuance (whether by agreement or operation of law):

     17.7.1    the provisions of this Lease will apply to that period and the
               expression "Term" will be construed accordingly

     17.7.2    all obligations of a periodical nature will apply at the same
               intervals as those specified in this Lease

17.8 Perpetuity period
     -----------------

The perpetuity period applicable to this Lease is eighty years beginning on the
date of this Lease and whenever in this Lease either party is granted a future
interest it must vest within that period and if it has not it will be void for
remoteness

17.9 Compensation
     ------------

Any statutory right of the Tenant to compensation from the Landlord on vacating
the Property is excluded from this letting to the extent that the law allows

17.10 Tenant's possessions
      --------------------

If after the Tenant has vacated the Property on the expiry of the Term any of
the Tenant's possessions remain on the Property and the Tenant fails to remove
them within seven days after being requested it writing by the Landlord to do so
or if the Landlord is unable to make such a request to the Tenant within
fourteen days from the first attempt:

     17.10.1   the Landlord may as the agent of the Tenant sell the possessions
               and the Tenant indemnifies the Landlord against any liability
               incurred by it to any third party whose possessions have been
               sold by the Landlord in the mistaken belief (which will be
               presumed) that the possession belonged to the Tenant.

     17.10.2   if the Landlord having made reasonable efforts is unable to
               locate the Tenant the Landlord may keep the proceeds of sale
               unless the Tenant claims them within ninety days of vacation of
               the Property

     17.10.3   the Tenant will be responsible for and will indemnify the
               Landlord against any damage caused to the Property by the
               possessions and any Losses suffered by the Landlord as a result
               of the presence of the possessions on the Property after the
               Tenant has vacated the Property on the expiry of the Term

17.11 Landlord's surveyor
      -------------------

Whenever this Lease provides for questions to be referred to or issues to be
determined by the Landlord's surveyor:

     17.11.1   the term "in the absence of agreement" means in the absence of
               agreement between the Landlord and the Tenant

<PAGE>


     17.11.2   in making his determination he will be acting as an expert and
               not as an arbitrator and the determination will be final and
               conclusive

     17.11.3   his fees and disbursements for making the determination will be
               paid or as he directs as being fair and reasonable in the light
               of his determination having regard to the nature of the dispute
               and the views of the parties expressed to him prior to his
               determination

     17.11.4   he must be an Associate or Fellow of the Royal Institution of
               Chartered Surveyors (Northern Ireland Branch)

17.12  Tenant's option to break
       ------------------------

if the Tenant wishes to determine this Lease on the expiry of the third year of
the Term and shall give to the Landlord not less than six months notice in
writing to that effect (time to be of the essence) and shall up to the time of
such determination pay the rents reserved by and perform and observe the
covenants contained in this Lease then upon the expiry of the third year of the
Term this Lease shall immediately cease and determine

17.13 No Agreement for Lease
      ----------------------

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


18 Notices

18.1 A notice under this Lease must be in writing and unless the receiving
     party or its authorised agent acknowledges receipt is valid if (and only
     if) it:

     18.1.1    is given by hand or sent by registered post or recorded delivery
               or sent by fax provided a confirmatory copy is on the same day
               given by hand or sent by registered post or recorded delivery and

     18.1.2    is served:

     *    where the receiving party is a company incorporated within Northern
          Ireland at its registered office or

     *    where the receiving party is the Tenant and the Tenant is not such a
          company at the Property or

     *    where the receiving party is the Landlord and the Landlord is not such
          a company at the Landlord's address shown in this Lease or at any
          address specified in a notice given by the Landlord to the Tenant

18.2 Unless it is returned through the Post Office undelivered a notice sent by
     registered post or recorded delivery is to be treated as served on the
     third working day after posting whenever and whether or not it is received

18.3 A notice sent by fax is to be treated as served on the day upon which it is
     sent or the next working day where the fax is sent after 4 pm or on a day
     that is not a working day whenever and whether or not it or the
     confirmatory copy is received unless the confirmatory copy is returned
     through the Post Office undelivered

<PAGE>


18.4 The term "working day" means a day when the Northern Ireland clearing banks
     are open for business in Belfast

18.5 If the receiving party consists of more than one person a notice to one of
     them is notice to all


19.  Rent Deposit

19.1 The Tenant shall pay on executing this Lease the sum of (pound) 3,75O.0O by
     way of rental deposit ("the Rent Deposit") to the Landlord who shall hold
     same as security against any failure by the Tenant to pay

     19.1.1    The whole or any part of the Rents

     19.1.2    Any money, including interest, payable pursuant to the Lease, or

     19.1.3    Any expense incurred by the Landlord or due to the Landlord
               resulting from (1) any failure by the Tenant to observe and
               perform the Tenants covenants and obligations and the conditions
               contained in the Lease (2) the determination of the Lease before
               the end of the term by forfeiture, the disclaimer of any
               liquidator or trustee in bankruptcy of the estate of the Tenant,
               or otherwise than by an agreement, whether or not any formal
               demand has been made.

19.2 The Rent Deposit shall be held by the Landlord until whichever is the
     earlier of the following

     19.2.1    The date on which all of the following circumstances have
               occurred, namely

               19.2.1.1       Three months have passed following the end of the
                              Term.

               19.2.1.2       The Landlord has been given vacant possession of
                              the Premises, and

               19.2.1.3       He has confirmed in writing, such confirmation not
                              to be unreasonably upheld, That the Landlord has
                              no claim for breach of any of the terms of the
                              Lease, or

     19.2.2    The date on which the Tenant assigns the Lease with the consent
               of the Landlord in accordance with Clause 10.3 to an assignee who
               is acceptable to the Landlord, who on or before the date of the
               assignment to him has placed with the Landlord for deposit an
               amount equal to the sum, that ought in accordance with this
               Clause to have been held by the Landlord by way of the said rent
               deposit immediately before that date, and who has confirmed that
               he is bound to comply with the provisions of this Clause as if he
               had executed it as the Tenant.

19.3 By the earlier of the date mentioned in Sub Clauses 19.2.1 and 19.2.2 the
     Rental Deposit must be applied to satisfy all the Landlord's claims arising
     under the provisions of Clause 19.1 (if any) against the Tenant arising out
     of default by the Tenant, and any balance must be paid to the Tenant.

<PAGE>


19.4 If the Landlord completes the disposal of the legal interest in the whole
     of the reversion to the Lease to another person "the New Reversioner the,
     with effect from the date of completion, the Landlord's rights under this
     Lease in respect of the Rent Deposit are to enure for the benefit of the
     New Reversioner after the New Reversioner has joined with the Landlord to
     delivery to the Tenant a duly executed Deed in which the Landlord confirms
     to the Tenant that he has assigned the benefit of the Rent Deposit to the
     New Reversioner, and the New Reversioner covenants with the Tenant to be
     bound by the terms of this clause as. if he had executed it as the
     Landlord.

19.5 The Landlord may at any time draw on the Rent Deposit an amount not
     exceeding any sum then due to the Landlord arising out of default by the
     Tenant as defined by Clause 19.2 if the Landlord has previously given to
     the Tenant not less than 14 days notice of his intention to make such
     drawing from the Rental Deposit, specifying the default to which the
     drawing relates, and the Tenant has not remedied the default complained or
     before the notice expires.

19.6 If the Tenant objects to the Landlord's intent, expressed pursuant to
     Clause 19.5 to make a drawing from the Rent Deposit, and gives written
     reasons for his objection within the period referred to in Clause 19.5,
     then before drawing from the Rental Deposit the Landlord must refer the
     matter to a Chartered Surveyor acting as an expert, for determination of
     the amount that may properly be drawn, The person determining the matter is
     to act as an expert and not as arbitrator and is to have the power to
     determine the responsibility of the Landlord or the Tenant, or either of
     them, to pay the costs of the reference, including any legal costs
     incurred. Failure by the Tenant to pay the costs of the reference properly
     payable by him within 14 days is to amount to default, and the costs due,
     after that period, are to attract interest.

19.7 If, before date of termination of the rental deposit in accordance with
     Clause 19.2, the Landlord draws any money from the Rental Deposit in
     accordance with Clause 19.5, then the Tenant covenants that he will pay to
     the Landlord within 21 days an amount equal to the sum so drawn.

19.8 It is hereby agreed and declared that

     19.8.1    The liability of the Tenant pursuant to the Lease is not to be
               limited to the Rent Deposit

     19.8.2    The Tenant is not to be entitled to withhold money or fair to
               perform any of his obligations under the Lease because of the
               existence of the Rent Deposit.

     19.8.3    Subject to the foregoing the Landlord will hold the Rent Deposit
               in a separately designated account upon trust for the Tenant,

<PAGE>


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