Exhibit 10.5   Lease relating to office at 32 Haymarket London



                         UNDERLEASE
                             of
                Second Floor office premises
                        32 Haymarket
                         London SW1

  PARTIES:

  ARCADIA GROUP PLC
  (1)

  C14NET LIMITED
  (2)

  Lawrence Graham
    190 Strand
      London
    WC2R 1 JN

  BETWEEN:

  (1)    the Lessor and
  (2)    the Lessee
  1.     DEFINITIONS
  1.1    The following terms used herein (with necessary
variations) mean and include:-

  1.1.1        the Lessor":ARCADIA GROUP PLC (Company Reg. No.
               237511) whose registered office is at Colegrave
               House 70 Berners Street London W1 including
               where the context so admits the reversioner for
               the time being hereunder
  1.1.2        "the Lessee":C14NET LIMITED (Company Reg. No.
               3714112) whose registered office is at Trafalgar
               House 11 Waterloo Place London SW1Y 4AU
               including where the context so admits the
               Lessee's successors in title
  1.1.3        "the Building":means the Building known as 32
               Haymarket London SW1 and where the context so
               admits or requires includes the whole and any part
               or parts of the same (including the Premises)
  1.1.4        "the Premises":means ALL THOSE office premises
               forming part of the Building and for the purpose
               of identification only shown edged red on the
               annexed plan and situated on the second floor of
               the Building all which said premises include inter
               alia any alterations additions improvements and
               landlords fixtures and fittings (including without
               prejudice to the generality of the foregoing all
               light fittings ceiling tiles suspended ceilings
               wall coverings and fitted carpets (if any) window
               frames and glass window furniture and door
               furniture and frames sanitary apparatus and gas
               and electrical and water and heating air
               conditioning and ventilating (if any) and other
               installations boilers (if any) plant machinery
               fire fighting or prevention equipment) plaster and
               other internal covering of the main walls
               enclosing the demise all internal walls ceilings
               (excluding the structure) and floor boards and
               screed of the floors and such parts of the
               Building as exclusively serve the Premises and
               include where the context so admits or requires
               the whole and any part or parts of the same

  1.1.5        "Conducting Media":   means pipes wires drains
               cables watercourses sewers ducts flues conduits or
               other conducting media and includes fixtures
               connected to any Conducting Media for enabling use
               to be made of the Conducting Media or of any
               water gas electricity telephone drainage soil air
               smoke heating and other services supplies and
               effluvia (collectively hereinafter called
               "Services") through Conducting Media

  1.1.6        "the Common Parts":   means the whole and any part
               or parts of any amenity areas entrance ways
               Passages staircases lifts common refuse disposal
               facilities and the Conducting Media therein
               the Service Chattels (hereinafter defined) and
               all other areas and facilities provided within the
               Building for the use of tenants and occupiers
               thereof in common

  1.1.7        "Group Company":       means any company which
               is a subsidiary of the Lessee or the Lessee's
               holding company (the expressions "subsidiary" and
               "holding company" having the meanings ascribed to
               them by Section 736 of the Companies Act 1985)

  1.1.8        "the Insured Risks":   means damage by fire storm
                tempest flood lightning explosion aircraft and
                articles dropped therefrom riot civil commotion
                malicious damage impact bursting or overflowing
                of pipes and such other risks or perils as the
                Superior Lessor shall from time to time in the
                reasonable exercise of its discretion think
                desirable

  1.1.9         "Interest":            means interest at the
rate of four
           per centum
                                        above the base rate of
HSBC
           Bank plc from time
                                        to time (or of such other
London
           Clearing Bank
                                        as the Lessor may by
notice in
           writing to the
                                        Lessee nominate from time
to
           time) during the
                                        period from the date on
which the
           interest is to
                                        run to the date of
payment as well
           before as
                                        after any judgment
           1.1.10                       "the Lessor's Surveyor":
means any person or firm
           appointed by or acting
                                        for the Lessor being a
Chartered
           Surveyor
                                        (including a suitably
qualified
           employee of the

  _i
                                        Lessor) to perform the
function of a
                                        surveyor for any of the
purposes of
                                        this Underlease

           1.1.11 "Lettable Unit":      means any unit of
           accommodation forming part
                                        of the Building which has
been or
           is intended or
                                        designed at any relevant
time to
           be the subject
                                        matter of a separate
letting
           1.1.12 "Lessor's Accountant":
means any person or firm
           appointed by or acting
                                        for the Lessor being
either a
           chartered or a
                                        certified accountant
(including a
           suitably
                                        qualified employee of the
Lessor)
           to perform the
                                        function of an accountant
for any
           of the purposes
                                        of this Underlease
           1.1.13 "the Term":           means a term from and
including
           the date of this
                                        Underlease to and
including the
           17th day of
                                        November 2012 and
includes any
           statutory or
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                               other continuation of the Term and
where the
                               context admits any period after
the expiry of the
                               Term during which the Lessee or
any sub-tenant
                               remains in occupation of the
Premises or any
                               part thereof and the obligations
of the Lessee
                               shall be construed accordingly

  1.1.14                       "the Rent":          means until
the Rent
  Commencement Date
                               (hereinafter defined) a peppercorn
(if
  demanded)
                               and from and including
       the Rent
                               Commencement Date the rent of One
Hundred
                               and Twenty One Thousand Five
Hundred
                               Pounds (GBP121,500) per annum or
such other
                               amount as is payable as rent from
time to time
                               hereunder
  1.1.15                       "Rent Commencement Date":means the
  1.1.16                       "Service Charge       means the
  1.1.17                       "Review Date":      means 17th
November 2002  and 17th November 2007
  1.1.18                       "the Painting Years":means the
years of the Term ending 17th
                               November 2002 and 17th November
2007 and in each case in any event during the
last three months of the Term (however
determined)

  1.1.19                       "the Specified Use":means in
respect of the
  Offices within the
                               meaning of paragraph (a) of Class
131 of the
                               Town and Country Planning (Use
Classes)
                               Order 1987 as the same is in force
at the date
                               hereof
  1.1.20                       "the Service Charge Year":means
any year of the Term
  ending on 31 st
                               March subject to variation as
hereinafter
                               provided
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                                -5-

  1.1.21                       "the Superior Lease":     means
the superior
  lease under which the
                               Lessor holds the Premises together
with other
                               property made the 25th day of
November 1987
                               between Northdale Investments
Limited ("the
                               Superior Lessor)" and the Lessor
(then known
                               as The Burton Group Plc)
  1.1.22                       "the Superior Lessor's    means
any person or
  firm appointed by or
         Surveyor":            acting for the Superior Lessor
being a
  chartered
                               surveyor (including a suitably

  qualified
                               employee of the Superior Lessor to
perform the
                               function of a surveyor for any of
the purposes
  of
                               the Superior Lease)
  1.1.23                       "the Superior Lessor's    means
any person or
  firm appointed by or
         Accountant":          acting for the Superior Lessee
being either a
                               chartered surveyor or a certified
accountant
                               (including a suitably qualified
employee of the
                               Superior Lessor to perform the
function of an
                               accountant for any of the purposes
of the
                               Superior Lease)
  1.1.24                       "the Supplemental Deed":means any
deed agreement
         licence
                               memorandum letter or other
document which in
                               any way varies this Underlease or
which is or
                               becomes supplemental to this
Underlease
                               whether or not expressed to be so
  .1.125                       "Court Order"             an Order
of the a~
  yore and City of London
                               County Court (No. A ) dated the
       t $"''
  day
                               of Mctrt~ 2000 in relation to the
Premises
                               pursuant to Section 38(4) of the
Landlord and
                               Tenant Act 1954

  1.2    Any covenant by the Lessee not to do any act or thing
shall be deemed to include
         an obligation not to permit such act or thing to be done
and any acts omissions of
         the Lessee's servants or agents or of any persons within
the Lessee's control or of
         the Lessee's sub-tenants or of such sub-tenants servants
or agents or of any

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                                -6-

         persons within the control of such sub-tenants shall for
the
         purposes of this Underlease be deemed acts or omissions
of the
         Lessee and references to the covenants or obligations of
the Lessee
         or of any Guarantor shall be deemed to include those
implied as well
         as those expressed herein

  1.3    References to the Superior Lessor shall include its
successors in
  title and shall
         include all superior lessors however remote

  1.4    Where under the terms of this Underlease the consent of
the
  Lessor is required
         for any act or matter the consent of the Superior Lessor
under the
         terms of the
         Superior Lease shall also be required wherever requisite
         PROVIDED that nothing
         in this Underlease shall be construed as imposing on the
Superior
         Lessor any
         obligation (or indicating that such obligation is
imposed on the
         Superior Lessor by
         virtue of the terms of the Superior Lease) not
unreasonably to
         refuse such
         consent

  1.5    Reference to any right exercisable by the Lessor or any
right
  exercisable by the
         Lessee in common with the Lessor shall be construed as
         including (where
         appropriate) the exercise of such right

                1.5.1 by the Superior Lessor and all persons
authorised by the
                Superior Lessor and

         1.5.2  in common with all other persons having a like
right

  1.6    Unless expressed to the contrary all rights of entry
granted to the
  Lessee or
         reserved to the Lessor hereunder shall be exercisable
only upon
         reasonable prior
         written notice except in case of emergency when no
notice need
         be given

  1.7    Where the context so admits or requires the singular
shall include
  the plural and
         vice versa the masculine gender shall include the
feminine and
         neuter genders
         and vice versa and where the Lessor the Lessee or the
Guarantor
         (if any) shall be
         two or more individuals all obligations expressed or
implied to be
         made by or with
         any such individuals shall be deemed to be made by or
with them
         jointly and
         severally

  1.8    Any reference to a statute shall include any statutory
extension
  modification or re-
         enactment thereof and all regulations bye-laws or orders
made
         thereunder

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  3.5    Statutory requirements

         So far as is consistent with the other covenants on the
part of the Lessee herein
         contained at the Lessee's expense to comply with the
requirements of and execute
         all works which are at any time during the Term by
virtue of any present or future
         Acts of Parliament and any regulations orders or
bye-laws made thereunder or by
         any competent authority relating to or required to be
executed upon or in respect of
         the Premises or the user thereof whether by the owner or
occupier thereof and not
         to do or omit on or about the Premises any act or thing
by reason of which the Lessor
         may under any such Acts regulations order or bye-laws or
the requirements of any
         such authority incur or have imposed upon it or become
liable to pay any levy penalty
         damages compensation costs charges or expenses and to
keep the Lessor
         indemnified against all breaches of the provisions of
such Acts regulations orders
         bye-laws or requirements and all costs damages and
expenses incurred thereunder
         and to produce to the Lessor such licences consents and
other documents and
         evidence as the Lessor may reasonably require in order
to satisfy itself that the
         provisions of this Clause 3.5 have been complied with in
all respects

  3.6    Alterations

         3.6.1  Not to erect any addition to the exterior of the
Premises or erect any
                new building upon the site of the Premises nor to
make any other
                alteration or addition to the external appearance
of the Premises nor to
                unite the Premises with any other premises or
create any internal
                doorway or other opening between the Premises and
any adjoining
                premises
         3.6.2  Not to cut into the foundations or any main beams
structural floors or
                walls of the Premises
         3.6.3  Subject to the other provisions of this Clause
3.6 not without the
                previous consent in writing of the Lessor such
consent not to be
                unreasonably withheld to make any alteration or
addition structural or
                otherwise to the Premises PROVIDED HOWEVER that
no consent
                shall be required for the erection alteration or
removal within the
                Premises of demountable partitioning PROVIDED
that such
         partitioning
                shall be erected in a good and workmanlike manner
with good quality
                materials and that if so required by the Lessor
or the Superior Lessor
                such partitioning shall be removed at the end of
the Term (howsoever
                determined) and the Premises reinstated to the
reasonable satisfaction
                of the Lessor's Surveyor and the Superior
Lessor's Surveyor
         3.6.4  Before connecting the electricity supply to any
proposed major electrical
                installation in the Premises to notify the Lessor
and the electricity
         supply
                authority and to permit inspection and testing of
the same and to
                comply with the conditions of supply of the
authority and the
                requirements of such authority and in any event
not to alter add to or in
                any way interfere with any electric cables
switches junctions or points
         or
                pipes taps or other apparatus installed in the
Premises in connection
                with the supply or use of electricity hot or cold
water or gas or any
                telephone installation save in accordance with
the requirements and
                standards of the relevant authority and in the
case of any electrical
                installation the standards of the Institution of
Electrical Engineers

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                                        _8_

                 3.6.5  Not to make any material alteration or
connection to any
                 of the
                        Conducting Media serving the Premises or
to any other
                 mechanical
                        service without the prior written consent
of the Lessor
                 (such consent not
                        to be unreasonably withheld in respect of
Conducting
                 Media solely
                        serving the Premises)

  _              3.6.6  Any alteration or addition in respect of
which consent may
  be granted
                        under this Clause 3.6 shall be carried
out in accordance
  with drawings
                        and specifications previously approved by
and to the
  reasonable
                        satisfaction of the Lessor's Surveyor and
in all such cases
  such consent
                        or approval shall not be unreasonably
withheld
                 3.6.7  Any application for consent made under
this Clause 3.6
  shall be
                        supported by drawings and (where
appropriate)
  specifications in
                        triplicate and the Lessee shall pay the
reasonable fees of
  the Lessor
                        and the Superior Lessor and their
respective professional
  advisers in
                        respect of such application and the
inspection of the
  relevant works and
                        shall comply with such reasonable
requirements and enter
  into such
                        covenants as the Lessor may reasonably
require as to the
  execution of
                        the alterations and additions and
reinstatement of the
  Premises
                 3.6.8  The Lessee will upon written notice from
the Lessor
  forthwith pull down
                        and remove any alteration or addition
erected or made in
  breach of the
                        foregoing covenants and make good to the
reasonable
  satisfaction of
                        the Lessor's Surveyor all damage thereby
caused

          3.7    Avoidance of Insurance

                 3.7.1  Not by act or omission or otherwise to
allow anything to be
  done on or
                        to be brought onto the Premises which may
cause any
  insurance policy
  -' for the Premises to become void or voidable nor anything
whereby any
                        additional or loaded insurance premiums
may become
  payable
                        (whether in respect of the Premises or of
any other
  premises)
                 3.7.2  To notify the Lessor promptly in writing
of the nature and
  value of any
                        alterations additions or improvements
made and landlords
  fixtures
                        attached by the Lessee to the Premises
during the Term
                 3.7.3  To comply with all reasonable
requirements of the
  insurers as to fire
                        security or other precautions in respect
of the Premises
                 3.7.4  If and so often as reasonably required by
the Lessor or as
  reasonably
                        required by its insurers to permit the
insurers to inspect
  the Premises
                        and the Lessee's user thereof and subject
as hereinbefore
  provided the
                        Lessor to inspect and value the same for
the purpose of
  assessing the
                        sum for which the Premises or the
Building should be
  insured
                 3.7.5  If the Premises or any other premises
within the Building
  shall be
                        destroyed or damaged by any of the
Insured Risks and if
  the amount of
                        the insurance monies shall be wholly or
partly
  irrecoverable by reason
                        of any act neglect default or omission of
the Lessee its
  tenants agents
                        servants licensees or invitees or anyone
deriving title
  through under or
                        in trust for or acting on behalf of them
or any of them the
  Lessee will
                        forthwith on demand pay and make good to
the Lessor all
  costs claims
                        losses and other expenses whatsoever
(including
  professional and

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                                -B-

                other fees) incurred paid or payable by the
Lessor or the Superior Lessor
                in connection with or consequent upon such
destruction or damage and
                the reinstatement and making good thereof to the
extent that such costs
                claims losses and other expenses shall be
irrecoverable as aforesaid

  3.8    Repairs
         3.8.1  Damage by Insured Risk excepted (save and to the
extent that the
                insurance policy in respect thereof shall have
been vitiated or the
                insurance monies rendered irrecoverable by reason
of any act default
                or neglect of the Lessee or its tenants servants
agents or others within
                the Lessee's control) at all times during the
Term well and substantially
                to repair maintain cleanse and amend in every
respect the Premises
                and all appurtenances thereto to the reasonable
satisfaction of the
                Lessor the Superior Lessor and their respective
Surveyors and to keep
                the same so repaired maintained cleansed and
amended and when
                requisite as part of the process of repair only
rebuild or renew the
  same
                or any part thereof and to renew and replace from
time to time with
                articles of a similar kind and quality to the
reasonable satisfaction of
  the
                Lessor and the Superior Lessor and their
respective Surveyors all
                landlords fixtures fittings and appurtenances in
the Premises which
  may
                become or be beyond reasonable repair at any time
during or at the
                expiration or sooner determination of the Term
and at such expiration
  or
                sooner determination to replace and renew any
fitted carpets in the
                Premises with carpets of a similar kind and
quality to the reasonable
                satisfaction of the Lessor and the Superior
Lessor and their respective
                Surveyors

         3.8.2  To be responsible for any damage caused to the
Lessor or the
         Superior
                Lessor their other tenants or the owners or
occupiers of any adjoining
         or
                neighbouring premises by the bursting or overflow
or obstruction of
         any
                part of the water sanitary or heating
installation in the Premises arising
                as a result of any act or omission of the Lessee
or its sub-tenants
                servants or agents
         3.8.3  To keep the windows (and metal frames if any) in
the Premises clean
                inside and outside
         3.8.4  From time to time and at all times during the
Term to procure that the
                Premises are reasonably fit and suitable for use
for the Specified Use

  3.9    Decoration

         3.9.1  To maintain an adequate protective coating or
preservative of a type
                approved by the Lessor to all parts of the
Premises and to the fixtures
                and fittings therein as are normally so treated
         3.9.2  Without prejudice to sub-clause 3.9.1 of this
Clause 3.9 to paint with
                two coats of good quality paint or such other
treatment as the Lessor
                may from time to time approve (such approval not
to be unreasonably
                withheld) in a good and workmanlike manner all
parts of the Premises
                and all appurtenances thereto usually painted in
each of the Painting
                Years (unless carried out within the preceding
twelve months) and at
                the same time with every painting or other
treatment throughout the

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                Term to varnish colour or treat such parts of the
Premises as are usually
                so treated

         3.9.3  The Lessor shall have the option (in lieu of
carrying out any painting or
                other treatment during the last three months of
the Term) of requiring
                the Lessee to pay to the Lessor a sum (together
with any Value Added
                Tax which may be chargeable thereon) properly
certified by the
                Lessor's Surveyor as being equal to the cost of
carrying out such
                painting or other treatment and if the Lessee
shall pay to the Lessor
                such sum not less than one month before the
expiration or sooner
                determination of the Term the Lessor shall accept
the same in full
                satisfaction of the Lessee's liability hereunder
in respect of such
                painting or other treatment

  3.10   Items of common use

         Save insofar as the same are contained in the service
charge provisions hereinafter
         contained to pay to the Lessor on demand a fair
proportion of any reasonable and
         proper sums (including fees) which the Lessor may expend
or incur for the repair
         painting lighting cleaning (including stone cleaning)
replacing renewal rebuilding
         (where necessary as part of the process of repair)
maintenance and preservation of
         the Building or the Common Parts or any other part or
parts of the Building and in
         complying with any statutory requirement or any
requirement of a competent
         authority relating to the Premises or the Building or
any part or parts thereof and for
         the repair painting lighting cleaning replacing renewal
rebuilding (where necessary
         as part of the process of repair) maintenance and
preservation of all passage ways
         pavements roads areas Conducting Media party walls party
structures or other
         conveniences belonging to or used or enjoyed in common
between the Building and
         adjoining or neighbouring land or premises

  3.11   Entry to Inspect

         To permit the Lessor with all necessary materials and
equipment at reasonable times
         to enter the Premises to view the condition thereof and
thereupon the Lessor may
         serve upon the Lessee notice specifying any breach of
covenant for which the
         Lessee is liable under this Underlease and if the Lessee
shall not have commenced
         and diligently proceeded to rectify such breach within
two calendar months after
         service of such notice the Lessor may without further
notice enter the Premises to
         execute the works required to rectify such breach (and
the Lessee shall give the
         Lessor all necessary facilities so to do) and the cost
incurred by the Lessor in so
         doing together with Interest thereon from the date such
cost shall have been incurred
         to the date of payment shall be paid by the Lessee to
the Lessor upon demand and
         shall be recoverable from the Lessee as a debt or (at
the Lessor's option) as rent in
         arrear

  3.12   Entry for repairs etc

         To permit the Lessor at reasonable times to enter and
remain upon the Premises
         with all necessary equipment and materials

                3.12.1     to execute works to any other premises
within the Building where such
                works cannot reasonably be executed without entry
upon the Premises

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                               -11-

                3.12.2     for the purpose of laying constructing
re-laying inspecting renewing
                connecting repairing cleansing or emptying any
Conducting Media in
                under or over the Premises in connection with or
for the accommodation
                of the Premises or any other premises within the
Building

                3.12.3     for the purpose of taking inventories
of the Lessor's fixtures and fittings
                to be yielded up at the expiration of the Term

         3.12.4         in connection with the services herein
mentioned

                3.12.5     for the purpose of complying with any
requirements of any competent
                authority

         the persons entering causing as little damage and
inconvenience as reasonably
         practicable and making good any damage caused to the
Premises and the Lessee's
         fixtures and fittings by such entry without unreasonable
delay

  3.13   User restrictions

         3.13.1 Not to use or allow to be used the Premises or
any part thereof for the
                sale manufacture supply distribution or public
consumption of
                intoxicating liquors or any similar business nor
as a place of public
                entertainment nor as a club betting office or for
the purpose of gaming
                or as a bingo billiards snooker or similar hall
fun fair amusement
                arcade
                leisure centre nor as an advertising station nor
as a restaurant or snack
                bar or for the sale of hot or cold food for
consumption off the premises
                (commonly known as a 'take-away' food shop) or
for catering of any
                other description nor to keep any animals fish
reptiles or birds in the
                Premises nor to use the Premises as a brothel or
disorderly house or
                as
                a sex establishment within the meaning of the
Local Government
                (Miscellaneous Provisions) Act 1982 nor for the
sale of live animals or
                pet food or for the sale hire distribution
viewing or display of any books
                magazines films video or other recordings or
other material which are
                unsuitable for sale or showing to persons of any
age nor for any illegal
                or immoral purpose nor for any noisome noisy or
offensive trade or
                business nor for the purposes of any political or
religious organisation
                nor for anything which may become a nuisance or
damage to the
                owners or occupiers of property in the
neighbourhood or may in the
                opinion of the Lessor be detrimental to the
nature and character of the
                Building

         3.13.2 Not to permit any person to reside or sleep in
the Premises

                3.13.3     Not to discharge any trade wastes into
the sewers nor discharge anything
                but storm water and surface water into the
surface water drains nor
                discharge into the drains or sewers serving the
Building anything which
                will be corrosive or harmful or which may cause
any obstruction or deposit
                therein and to take all reasonable precautions to
prevent any leakage or
                escape of water or electricity from the Premises
or any accident in
                connection therewith or with the use thereof

                3.13.4     Not to allow on the Premises anything
which is or may be dangerous
                offensive radioactive or explosive or specially
combustible or inflammable

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                3.13.5     Not to trade or display goods outside
the Premises nor to cause any
                obstruction outside the Premises nor to trade
from or obstruct any window
                thereof or to hang anything from the windows of
the Premises nor to place
                or store anything on or sit out on any roof which
may be comprised in the
                Premises

                3.13.6     Not to use on the Premises any machine
(other than normal office or
                shop machines or such other machines as shall be
reasonably necessary
                for the Specified Use) or scientific apparatus
without the prior written
                consent of the Lessor (such consent not to be
unreasonably withheld)
                and in particular (but without prejudice to the
generality of the foregoing)
                not to use on the Premises any coin or token
operated machines or
                games (whether with or without prizes) other than
for the dispensation of
                beverages and other light refreshments for
consumption on the Premises
                nor any equipment machinery or other thing which
shall cause dangerous
                vibrations or overloading of the electrical
circuits serving the Premises or
                other premises

                3.13.7     Not to use or permit or suffer to be
used except in case of fire or other
                emergency any doors or special exits which may be
provided exclusively
                for escape in the event of fire or other
emergency

                3.13.8     Not at any time at such a volume as to
be audible outside the Premises
                to play or cause to be played in or on the
Premises any kind of musical
                instrument sound reproducing amplifying or
receiving apparatus or to sing
                or cause any singing to take place therein

         And if required by the Lessor so to do forthwith to take
all steps to remedy any
         breach of this covenant and to indemnify the Lessor
against all claims costs and
         demands arising in consequence of a breach hereof

  3.14   Specified use

         Not to use or allow to be used the Premises except for
the Specified Use

  3.15   Easements etc

         To use all reasonable endeavours to prevent any easement
or right belonging to or
         used with the Premises from being obstructed or lost and
not knowingly to allow any
         encroachment to be made or attempted to be made on or
easement or right to be
         acquired or attempted to be acquired over the Premises
nor without the Lessor's
         consent (such consent not to be unreasonably withheld)
to permanently obstruct any
         window light or way belonging to the Premises nor to
acknowledge that any right
         appurtenant to the Premises is enjoyed by consent of any
other person and to give
         immediate notice to the Lessor if any easement right or
encroachment affecting or
         likely to affect the Premises shall be made or attempted
to the Lessee's knowledge
         and at the Lessor's request and cost to adopt such means
as may be reasonably
         required to prevent or license the same and if the
Lessee shall omit or neglect to do
         any such things as aforesaid as soon as may be
reasonable in the circumstances the
         Lessor and others authorised by it may enter the
Premises and do the same

  1164030.01
                               -13-

  3.16   Signs etc
         3.16.1 Not to install outside the Premises or inside the
Premises so as to be
                seen from the outside any intermittent or
flashing signs or
                advertisement
         3.16.2 Subject to the provisions of Clause 3.17 hereof
not to exhibit or suffer to
                be exhibited any other signs notices or
advertisements visible from
                outside the Premises without the prior consent in
writing of the Lessor
                which the Lessor may grant or withhold at its
absolute discretion or
                grant subject to such conditions and covenants as
the Lessor may
                require PROVIDED that the Lessee may with the
prior written consent
                of the Lessor (which shall not be unreasonably
withheld) install a sign
  in
                such form and position as the Lessor may approve
(such approval not
                to be unreasonably withheld) displaying the name
and business of the
                Lessee and of other lawful occupants of the
Premises or any part
                thereof on the tenant's signboard at the ground
floor entrance of the
                Building and in the second floor lift lobby
(which such sign if so
  required
                by the Lessor shall be removed at the
determination of the Term the
                Lessee making good any damage caused by such
removal)

  3.17   Letting notices

         To permit the Lessor or the Superior Lessor during the
twelve months immediately
         preceding the expiration of the Term to affix and retain
without interference to any
         part of the Premises (but not so as to obscure the
windows or interfere with the
         Lessee's permitted use of the Premises) a letting notice
which shall not be moved
         removed or obscured and during the said twelve months to
permit persons with
         written authority from the Lessor or its agents at
reasonable times of the day on prior
         written notice to view the Premises

  3.18   Expenses

         To pay all expenses (including professional fees and
costs) properly incurred by the
         Lessor or the Superior Lessor and . any of their
respective professional advisers
         incidental to:-

         3.18.1 the preparation and service of notices under
Sections 146 and/or 147 of
                the Law of Property Act 1925 or under the
Leasehold Property
                (Repairs) Act 1938 notwithstanding that
forfeiture is avoided otherwise
                than by relief granted by the Court

                3.18.2     the enforcement whether during the
Term or after the expiration or sooner
                determination thereof of any of the Lessee's
covenants and the
                preparation and service of all notices and
schedules relating to breaches
                of the Lessee's covenants hereunder occurring
before the expiration of
                the Term (including all inspections properly made
in contemplation of or
                consequent upon the preparation and/or service of
such notices or
                schedules)

                3.18.3     all applications by the Lessee for any
consent required under this
                Underlease and whether or not such consent is
refused or such
                application withdrawn except where such consent
approval or licence is
                unreasonably withheld or is proffered subject to
unreasonable
                qualification or condition

  1164030.01
                               -14-

  3.19   Yielding up

         3.19.1 To yield up the Premises at the expiration or
sooner determination of
                the Term in repair and decorated and otherwise in
all respects in
                accordance with the Lessee's covenants herein
contained and with
                vacant possession and clean having first replaced
any Lessor's fixtures
                and fittings which may be missing or damaged with
others of a similar
                kind and quality to the reasonable satisfaction
of the Lessor and the
                Superior Lessor and their respective Surveyors
and having removed
                every sign writing or painting of the name and/or
business of the
                Lessee
                or other occupiers of the Premises and (unless
relieved of such
                obligation by the Lessor) having removed all
partitioning installed in the
                Premises and having made good to the Lessor's
reasonable
                satisfaction and at the Lessee's expense any
damage resulting from
                such removal and from the removal of any tenants
and trade fixtures
                and fittings

                3.19.2     If the Lessee shall fail to yield up
the Premises in such state of repair and
                decoration as aforesaid the Lessor may if it
thinks fit effect such repairs
                decorations and other works which ought to have
been carried out by the
                Lessee pursuant to the covenants on the part of
the Lessee herein
                contained and the Lessee shall pay to the Lessor
on written demand the
                cost of such repairs decorations and other works
effected by the Lessor

  3.20   Alienation

         3.20.1                      In this Clause 3.20 the
following
         expressions have the following
                meanings:-
                "the 1927 Act"       the Landlord and Tenant Act
1927 as
                                     amended
                "the 1995 Act"       the Landlord and Tenant
(Covenants)
                                     Act 1995

               "Authorised Guarantee has the meaning defined in
and for the
               Agreement"            purposes of Section 16 of
the 1995 Act
                                     which shall be made by
separate deed
               "Application"         the application made by the
Lessee for
                                     the Lessor's consent to the
proposed
                                     assignment of the Underlease
to the
                                     Proposed Assignee
               "the Current Lessee " the person in whom the Term
is vested
                                     at the date of the
Application
               "the Proposed Assignee"                        the
person to whom the Current
               Lessee
                                     wishes to assign this
Underlease as
                                     stated in the Application
               "Proposed Guarantor"  the person who will
guarantee to the
                                     Lessor the obligations of
the Proposed

  1164030.01
                               -15-

                                    Assignee but this expression
shall not
                                    include the Current Lessee

         3.20.2 Save as permitted by Clauses 3.20.3 3.20.4 3.20.5
and 3.20.6 not to
                hold on trust assign underlet permit
underlettings nor part with or share
                the possession or occupation of the whole or any
part or parts of the
                Premises nor grant licences or franchises to use
or occupy the whole
         or
                any part or parts of the Premises nor mortgage or
charge part of the
                Premises
         3.20.3
Assignment

                       3.20.3.1 Not to assign the whole of the
Premises without the prior
                       consent of the Lessor (such consent not to
be unreasonably
                       withheld or delayed) provided that the
Lessor shall be entitled
                       (for the purposes of Section 19(1A) of the
Landlord and
                       Tenant Act 1927):-

                               3.20.3.1.1 to withhold its consent
to any of the
                               circumstances set out in Clause
3.20.3.2;

                               3.20.3.1.2 to impose all or any of
the matters set out in
                               Clause 3.20.3.3 as a condition of
its consent

                3.20.3.2                                      The
circumstances referred to in Clause
                3.20.3.1.1 above
                       are as follows:-
                       3.20.3.2.1
      Where the Proposed Assignee is an associated
                               company of the Lessee
                       3.20.3.2.2
     Where in the reasonable opinion of the Lessor
                               the Proposed Assignee is not of
sufficient
                               financial standing to enable it to
comply with
                the
                               tenant's covenants in this
Underlease
                       3.20.3.2.3
     Where the Proposed Assignee enjoys diplomatic
                               or state immunity
                       3.20.3.2.4
    Where the Proposed Assignee is not resident in
                               a jurisdiction where reciprocal
enforcement of
                               judgement exists
                3.20.3.3                                      The
conditions referred to in Clause 3.20.3.1.2
                are as
                       follows:-
                       3.20.3.3.1
       the current Lessee and any guarantor of the
                               Current Lessee (except a guarantor
by virtue of
                               a deed entered into pursuant to
the provisions
                of
                               this Clause) shall on or prior to
such
                assignment
                               being completed execute and
deliver an
                               Authorised Guarantee Agreement
which shall
                be
                               in such form as the Lessor may
reasonably
                               require and be prepared by or on
behalf of the
                               Lessor and at the cost of the
Current Lessee

  1164030.01
                                        -16-

                                        3.20.3.3.2  the Proposed
Assignee shall on or
                                        before being allowed into
                                        occupation enter into a
direct
                                        covenant with the Lessor
to
                                        perform and observe the
Lessee's
                                        covenants and conditions
                                        contained in this
Underlease

                                        3.20.3.3.3  the payment
to the Landlord of all
                                        rent and other sums which
have
                                        fallen due under the
Underlease
                                        prior to the date of the
assignment

                                        3.20.3.3.4  if the Lessor
reasonably requires
                                        the Lessee shall obtain
one or
                                        more guarantors (other
than the
                                        Current Lessee )
reasonably
                                        acceptable to the Lessor
for the
                                        Proposed Assignee and
such
                                        guarantor shall execute
and deliver
                                        to the Lessor a deed
containing
                                        covenants by that
guarantor (or if
                                        more than one joint and
several
                                        covenants) with the
Lessor as a
                                        primary obligation in the
terms set
                                        out in Schedule 4 (with
any
                                        necessary changes or in
such
                                        other terms as the Lessor
may
                                        reasonably require)

                                3.20.3.4  The Lessor may at any
time during the Term
                                abandon any of the circumstances
mentioned in
                                Clause 3.20.3.2 or any of the
conditions
                                mentioned in Clause 3.20.3.3 by
serving written
                                notice to that effect on the
Lessee and upon the
                                service of such notice the
circumstances or
                                condition specified shall be
deemed to be
                                deleted from this Underlease and
of no further
                                effect

                 3.20.4 Underletting

                                3.20.4.1  The Lessee may subject
to the provisions of this
                                Clause 3.20.4 with the prior
written consent of
                                the Lessor such consent not to be
unreasonably
                                withheld or delayed underlet the
whole of the
                                Premises

                                3.20.4.2  The Lessee shall
procure that any proposed
                                underlease of the Premises shall
before being
                                allowed into occupation enter
into a direct
                                covenant with the Superior Lessor
and the
                                Lessor to perform and observe all
the Lessees
                                covenants (other than the
covenant to pay rent)
                                and the conditions contained in
this Underlease
                                throughout the term to be created
by the
                                underlease and if the Superior
Lessor or the
                                Lessor shall reasonably so
require that a
                                satisfactory guarantor for such
underlease shall
                                enter into a covenant under seal
in favour of the
                                Superior Lessor and the Lessor
  .                             in the form (mutatis mutandis)
set out in
  Schedule 4 hereto
                                with such modifications as the
Superior
                                Lessor or the
                                Lessor may reasonably require

                                3.20.4.3  The Lessee shall
procure that any permitted
                                underlease is at the full open
market rental
                                without the payment of a fine or
premium with
                                no provision in any way commuting
rent

           1164030.01
                                        -17-

                                (other than a reasonable initial
rent free period)
                                and contains lawful and
enforceable
                                provisions:-

                                        3.20.4.3.1  prohibiting
the undertenant from
                                        underletting or parting
with or
                                        sharing occupation or
possession
  _                                     of the whole of the
underlet
  premises or any part
                                        or parts thereof

                                        3.20.4.3.2  prohibiting
the undertenant from
                                        assigning or charging the
whole of
                                        the underlet premises
without the
                                        prior written consent of
the Lessee
                                        and of the Lessor under
this
                                        Underlease

                                        3.20.4.3.3  providing
that for the purposes of
                                        Section 19(1 A) of the
1927 Act
                                        and Section 16 of the
1995 Act any
                                        consents to an assignment
of the
                                        underlease shall be
subject to a
                                        condition that the
undertenant of
                                        the underlease shall on
or prior to
                                        such assignment being
completed
                                        execute and deliver to
the Lessee
                                        and the Lessor of this
Underlease
                                        a deed containing
covenants on
                                        the part of the then
undertenant
                                        with the Lessee and as
separate
                                        covenants with the Lessor
in the
                                        form of an Authorised
Guarantee
                                        Agreement which will be
in such
                                        terms as the Lessor may
                                        reasonably require and be
                                        prepared by or on behalf
of the
                                        Lessor and at the cost of
the
                                        Lessee

                                        3.20.4.3.4  other
obligations on the part of the
                                        undertenant no less
onerous than
                                        the obligations of the
Lessee under
                                        this Underlease

                                        3.20.4.3.5  that the
undertenant shall observe
                                        and perform covenants
                                        agreements and conditions
in
                                        similar form to the
covenants
                                        agreements and conditions
on the
                                        part of the Lessee
contained in this
                                        Underlease (other than as
to the
                                        amount of Rent but with
provision
                                        for the payment of rents
equivalent
                                        to the Insurance Rent and
Service
                                        Charge)

                                        3.20.4.3.6  for review of
rent (in an upwards
                                        direction only) reserved
by the
                                        underlease corresponding
as to
                                        terms and dates with the
provisos
                                        set out in Clause 6

                                        3.20.4.3.7  for re-entry
on breach of any
                                        covenant on the part of
the
                                        undertenant on any ground
                                        specified in Clause 5.2

                                        3.20.4.3.8  that the
underlease shall be validly
                                        contracted out of
Sections 24 to 28
                                        (inclusive) of the
Landlord and
                                        Tenant Act 1954 by order
of a
                                        competent court

           1164030.01
                                       -18-

                                       3.20.4.3.9   that every
underlease and sub-
                                       underlease whether mediate
or
                                       immediate shall contain
the same
                                       restriction on assignment
                                       underletting or parting
with
                                       possession sharing
occupation and
                                       granting of licences and
the same
                                       provisions for direct
covenants and
                                       registration as are
contained in this
                                       Underlease

                                3.20.4.4  On or prior to the
assignment of any permitted
                                underlease the Lessee shall
procure that there
                                is delivered:

                                       3.20.4.4.1   to the Lessor
a deed containing
                                       covenants by the assignee
with the
                                       Lessor in such form as the
Lessor
                                       may reasonably require to
perform
                                       and observe all the
tenant's
                                       covenants in and all other
                                       provisions of the
underlease during
                                       the residue of the term of
the
                                       underlease (including any
                                       continuation thereof)

                                       3.20.4.4.2   to the Lessor
and separately to, the
                                       Lessee a deed containing
                                       covenants by the assignor
with the
                                       Lessor as contemplated by
Clause
                                       3.20.3.1.1

                               3.20.4.5   The Lessee shall
procure in any underletting of
                               the Premises that the rent is
reviewed in
                               accordance with the terms of the
underlease but
                               not to agree the reviewed rent
under such
                               underlease with the undertenant
without the prior
                               written consent of the Lessor
(such consent not
                               to be unreasonably withheld or
delayed) and to
                               procure that if the
  '                            rent under any underlease is to be
determined
  by an
                               independent person not to
determine whether
                               such person
                               is to act as an expert or as an
arbitrator without
                               the Lessor's
                               prior written consent (such
consent not to be
                               unreasonably
                               withheld or delayed) and to
procure that the
                               Lessor's
                               representations as to the rent
payable
                               thereunder are made
                               to such independent person to the
reasonable
                               satisfaction
                               of the Lessor

                               3.20.4.6   Not to vary the terms
of or accept any surrender
                               of any underlease permitted under
this Clause
                               3.20.4 (or agree so to do) and not
commute
                               reduce or waive any rents payable
by any such
                               underlease

                               3.20.4.7   Not to waive expressly
or impliedly any of the
                               covenants imposed in any
underlease but upon
                               any breach thereof forthwith to
enforce the same

                               3.20.4.8   At the request of the
Lessor to take such action
                               as may be necessary to determine
any
                               underlease which is not permitted
by the Lessor
                               or Superior Lessor

  1164030.01
                               -19-

         3.20.5            Group Company

                Notwithstanding anything contained in this Clause
3.20 the Lessee may
                share occupation of the Premises or any part
thereof with a Group
                Company PROVIDED THAT

                3.20.5.1
     no tenancy is created by such occupation

                        3.20.5.2     the right of the Group
Company shall immediately
                        determine on it ceasing to fall within
the definition of Group
                        Company

                        3.20.5.3     the Lessee will give notice
to the Lessor within fourteen days
                        of the commencement and termination of
each sharing of
                        occupation of the Premises

         3.20.6            Charge

                Not to charge by way of fixed charge the whole of
the Premises without
                the prior written consent of the Lessor (which
shall not be unreasonably
                withheld or delayed)

  3.21   Registration

                3.21.1     Within fourteen days after any
assignment to give written notice to the
                Lessor of the name and address of the party to
whom all future demands
                for rent and other monies payable under this
Underlease are to be
                addressed and within twenty one days after any
assignment charge by
                way of fixed charge (save as hereinbefore
provided) underlease or
                devolution of the Premises or any part thereof or
any interest therein
                (including the surrender or forfeiture of any
underlease) to give notice
                thereof in writing to the solicitors for the time
being of the Lessor and to
                provide them with two certified photocopies of
the document effecting
                such transaction and to pay to such solicitors a
registration fee of Twenty-
                five pounds (GBP25) or such larger sum as such
solicitors shall reasonably
                require together with the Superior Lessor's
registration fees

                3.21.2     Within twenty one days after the rent
payable upon a review of rent in any
                underlease of the Premises or any part thereof
shall have been
                ascertained (whether by agreement arbitration or
otherwise) to notify the
                Lessor in writing of the rent so ascertained and
the premises in respect
                of which and the underlease pursuant to which
such rent shall have been
                reviewed together with a certified copy of the
award of any arbitrator or
                expert engaged in connection with such review and
within twenty eight
                days of a memorandum recording the revised rent
being signed by or on
                behalf of the parties to such review to forward a
copy thereof to the
                Lessor

                3.21.3     To give the Lessor notice of the death
during the Term of any person who
                has or shall have guaranteed to the Lessor the
payment of the rent and
                observance and performance of the Lessee's
covenants under this
                Underlease or of such person committing an act of
bankruptcy or having
                a receiving order made against him or of such
person (being a company)
                suffering a receiver to be appointed or passing a
resolution to

  1164030.01
                               -20-

                wind up or entering into liquidation upon the
Lessee becoming aware of
                the same

  3.22   Notices

         Upon receipt in any manner whatever of any notice order
proposal requisition
         direction or other thing from a competent authority
affecting the Premises or the user
         thereof or the owner or occupier thereof or the Lessor's
interest therein to comply
         therewith at the Lessee's expense so far as is required
thereby or by the Act or other
         instrument under which it is issued or by the provisions
hereof And forthwith to
         deliver to the Lessor three copies of such notice order
proposal requisition direction
         or other thing And at the request and cost of the Lessor
to make or join with the
         Lessor in making such objections and representations
against or in respect of any
         such matters as the Lessor acting reasonably and
properly shall deem expedient

  3.23   Not to overload etc

         Not to permit to be erected or suspended upon the
Premises anything which will
         overload any floor wall roof or any other part of the
structure or structural frame
         thereof not knowingly to do anything or suffer anything
to be done on the Premises
         which would remove support from any part of the Building
or any adjoining land
         buildings or structures or endanger such land buildings
or structures in any way
         whatsoever

  3.24   Compliance with statute

         3.24.1 So far as consistent with the other covenants on
the part of the Lessee
                herein contained without prejudice to the
generality of Clause 3.5
                hereof
                at all times during the Term to comply at the
Lessee's expense with the
                provisions of any relevant legislation for the
time being in force and in
                particular (but without prejudice to the
generality of the foregoing) the
                Town and Country Planning Act 1971 the Health and
Safety at Work
                etc
                Act 1974 the Factories Act 1961 the Offices.
Shops and Railway
                Premises Act 1963 the Fire Precautions Act 1971'
and the Public
                Health
                Acts the Clean Air Acts and with any regulations
or orders made under
                such legislation and all licences consents and
conditions granted or
                imposed thereunder so far as the same relate to
or affect the Premises
                or the user thereof or the owner or occupier
thereof or the Lessor's
                interest therein and as often as occasion shall
require to obtain at the
                Lessee's expense all such licences and consents
as may be necessary
                under such legislation for any use of or
permitted improvements
                alterations or additions to be carried out by the
Lessee to the Premises
                and not knowingly to do or omit or suffer to be
done or omitted on or
                about the Premises any act or thing by reason of
which the Lessor may
                under any such legislation incur or have imposed
upon it or become
                liable to pay any levy penalty damages
compensation costs charges or
                expenses and to keep the Lessor fully indemnified
against all
                proceedings costs expenses and demands in
relation to any such
                matters and to produce to the Lessor such
licences consents and other
                documents and evidence as the Lessor may
reasonably require in
                order
                to satisfy itself that the provisions of this
Clause 3.24.1 have been
                complied with in all respects

  1164030.01
  -21 -

  3.24.2                 If the Lessee any sub-tenant or other
lawful occupier carries
  out any construction work within the meaning of and to which
the Construction (Design and
  Management) Regulations 1994 ("CDM Regulations") apply the
Tenant shall:

  3.24.2.1               prepare or procure the preparation of
the Health and Safety
  file ("Health and Safety File") in accordance with the CDM
Regulations and

  3.24.2.2               grant or procure the grant of a royalty
free irrecoverable and
  non exclusive licence or licences to the Lessor to use and copy
any design as built and
  maintenance and operational information and documentation and
any other information comprised
  in the Health and Safety File for any purpose connected with
the Premises and any such licence
  shall grant the Lessor the right to grant such licence and the
right to freely transfer the same to third
  parties

  1               3.24.3 the Lessee shall maintain and update the
Health and Safety
  File as
                         necessary or procure that the same is so
maintained and
  updated and
                         within seven days of being requested so
to do the Lessee
  shall supply
                         copies thereof and any other evidence as
the Lessor may
  reasonably
                         require to satisfy itself that the CDM
Regulations have and
  are being
                         complied with
                  3.24.4 upon any assignment of this Underlease
the Lessee shall
  deliver to the
                         assignee the Health and Safety File and
upon the
  expiration or sooner
                         determination of the Term the Lessee
shall deliver to the
  Lessor the
                         Health and Safety File
  '        3.25   Planning

  3.25.1                 Not to apply for nor procure the
application by any third party
  for any planning consent (which expression shall include any
outline or detailed consent or any
  approval of reserved matters or any appeal to the Secretary of
State for the Environment Transport
  and the Regions) relating to the Premises (whether or not in
conjunction with other premises)
  without the prior written approval of the Lessor (which shall
not be unreasonably withheld)

  3.25.2                 To give full particulars to the Lessor
within seven days of any
  planning notice or proposal or application received by the
Lessee and at the Lessor's request and
  cost to make or join in making any such objection or
representation in respect of any such notice
  or proposal as the Lessor shall reasonably deem expedient and
to which the Lessee shall agree
  (such agreement not to be unreasonably withheld)

  3.25.3                 To join with the Lessor but at the cost
of the Lessor in applying
  for any government or local authority or other permissions
licences or consents necessary to permit
  rebuilding after destruction of the Premises or damage thereto

  3.25.4                 Whenever reasonably required to permit
the Lessor to enter
  upon the Premises to comply with any requirements lawfully made
on it under the Town and Country
  Planning Acts by any competent authority

  1164030.01
                                _22_

                PROVIDED that there is no material interference
with the Lessee's
                enjoyment of the Premises and the Lessor makes
good any damage
                caused to the Premises and the Lessee's fixtures
and fittings in the
                exercise of such rights

  3.26            Value Added Tax

         To pay to the Lessor any Value Added Tax for which the
Lessor is liable in respect
         of any taxable supplies under this Underlease save
insofar as the Lessor or a third
         party is able to recover the same

  3.27             Indemnity

         To indemnify the Lessor against all liability claims and
costs (including any increase
         in insurance premium) arising directly or indirectly out
of any defect or alleged defect
         in the Premises or any fixture or appurtenance thereto
or any service or facility
         supplied in or about the Premises or out of the state or
condition of the Premises
         arising from a breach of the Lessee's obligations herein
contained or out of any
         breach of covenant on the part of the Lessee or out of
the use or occupation of the
         Premises by the Lessee or any works carried out at any
time during the Term to the
         Premises by the Lessee or out of anything now or during
the Term attached to or
         projecting from the Premises and installed by the Lessee
or out of any act neglect
         or omission by the Lessee or any underlessee or by their
respective servants or
         agents or by any persons in the Premises with the actual
or implied authority of any
         of them (other than the Lessor or those authorised by
the Lessor) or out of
         infringement disturbance or destruction during the Term
by the Lessee of any right
         or easement

  3.28            Trespass etc

         At all times to use all reasonable endeavours to prevent
trespass disturbance or
         nuisance to the Lessor or the occupiers of nearby
premises by the Lessee's tenants
         (if any) employees agents and visitors

  3.29            Information

         To provide within fourteen days of receipt of a written
request from the Lessor such
         information as the Lessor may reasonably require as to
the occupation of the
         Premises including (but without prejudice to the
generality of the foregoing) details
         of all underlettings and licences granted by the Lessee
and the full names and
         addresses of all persons in actual or deemed possession
of the Premises and each
         and every part thereof

  3.30            Aerials etc

         Not to erect any poles or aerials on the exterior of the
Premises or the Building
         PROVIDED however that if and so long as at any time
during the Term the permitted
         use of the Premises under this Underlease shall include
the sale or renting or
         necessarily require the installation of any television
or radio equipment the Lessor
         will not unreasonably withhold its consent to the
installation by the Lessee on the
         exterior of the Premises of a suitable external aerial
to be installed in accordance in
         all respects with a specification and plans first
approved by the Lessor (such
         agreement not to be unreasonably withheld) and in a
position to be reasonably
         specified by the Lessor's Surveyor

  1164030.01
                               -23-

  3.31   Notify damage

         Immediately upon becoming aware of the same to give
written notice to the Lessor
         of any damage to the Premises caused by any of the
Insured Risks and at all times
         to display and maintain on the Premises all notices
which any competent authority
         may require to be displayed but which shall not be
required to be displayed in such
         a position as to interfere with the Lessee's business

  3.32   Refuse fire fighting equipment and security

         3.32.1 To provide and use a refuse receptacle of a type
or kind as may be
                stipulated by the local authority or private
contractor responsible for
                refuse collection and to keep the same within the
Premises and not to
                store any goods packing cases containers waste or
materials
                otherwise
                than in suitably enclosed accommodation within
the Premises and not
                by persons within the Lessee's control knowingly
to allow any open
                area in the curtilage of the Building to become
unclean or untidy as a
                result of use thereof by the Lessee and to
prevent accumulations of
                waste or refuse which are excessive or constitute
a nuisance or danger
                to health

                3.32.2     To pay to the local authority any
charge imposed for the collection of
                refuse from the Premises

                3.32.3     To keep the Premises supplied and
equipped with all fire fighting and
                extinguishing appliances from time to time
required by law or reasonably
                required by the insurers of the Premises or
reasonably recommended by
                them such appliances being kept open to
inspection and properly
                maintained and not to obstruct the access to or
means of working such
                appliances or the means of escape from the
Premises in case of fire

                3.32.4     To take expeditiously all requisite
steps to obtain any necessary fire
                certificate for the Premises

                3.32.5     To ensure that at all times the Lessor
has written notice of the name
                address and telephone number of at least one
keyholder of the Premises

                3.32.6     At any time that the Premises or any
part thereof is unoccupied to take all
                reasonable precautions to prevent vandalism theft
and unlawful
                occupation

  3.33   Common Parts

         Not by persons within the Lessee's control to allow the
Common Parts to be
         obstructed at any time

  3.34   Regulations

         Duly to observe and perform such written regulations
notified to the Lessee as the
         Lessor or the Superior Lessor may from time to time
reasonably deem necessary for
         the orderly safe or more convenient management of the
Premises or the Building
         and to use all reasonable endeavours to ensure that such
regulations are

  1164030.01
                               -25-

                shall be calculated and assessed separately from
that of the other
                services and so paid for by the Lessee either
direct to the statutory
                undertaking concerned or through the Lessor if
direct payment is not
                possible or if reasonably so required by the
Lessor in which event such
                payment shall be made by the Lessee upon demand
from the Lessor and
                the Lessee shall indemnify and keep indemnified
the Lessor against all
                charges for such supplies

  3.36       Observe covenants in Superior Lease

         3.36.1 To observe and perform the covenants and
conditions on the part of the
                lessee contained in the Superior Lease other than
those for the
                payment of rents and so far as they relate to the
Premises but except
                in
                so far as the Lessor expressly covenants in this
Underlease to observe
                and perform the same and to indemnify the Lessor
from and against
                any actions proceedings claims damages costs
expenses or losses
                arising from any breach non-observance or
non-performance of such
                covenants and conditions

                3.36.2     Not to do omit suffer or permit in
relation to the Premises any act or thing
                which would or might cause the Lessor to be in
breach of the Superior
                Lease or which if done omitted or suffered or
permitted by the Lessee
                would or might constitute a breach of the
covenants on the part of the
                Lessor and the conditions contained in the
Superior Lease

  3.37     Entry for compliance with Superior Lease

         To permit the Lessor and all persons authorised by the
Lessor (including agents
         professional advisers contractors workmen and others)
upon reasonable written
         notice (except in the case of emergency) to enter upon
the Premises for any purpose
         that is in the reasonable opinion of the Lessor
necessary to enable it to comply with
         the covenants on its part or on the part of the lessee
and the conditions contained
         in the Superior Lease

  3.38             New guarantor

                3.38.1     To procure that any person who has
guaranteed to the Lessor the
                Lessee's obligations contained in this Underlease
joins with the Lessee
                and becomes a party to any Supplemental Document
to consent to the
                Lessee entering into such Supplemental Document
and to confirm that its
                covenants remain in full force and effect in
respect of this Underlease as
                varied or amended by such Supplemental Document

                3.38.2     Within fourteen days of the death
during the Term of any person who has
                guaranteed to the Lessor the Lessee's obligations
contained in this
                Underlease or such person becoming bankrupt or
having a receiving
                order made against him or being a company passing
a resolution or
                amalgamation whilst solvent) then to give notice
thereof to the Lessor and
                if so required by the Lessor at the expense of
the Lessee within two
                months to procure some other person reasonably
acceptable to the
                Lessor to execute a guarantee in respect of the
Lessee's obligations
                contained in this Lease in the form set out in
Schedule 4

  1164030.01
                               -24-

         duly observed and performed by its tenants and licensees
(if any) and employees
         agents and visitors

  3.35   Service charge

                3.35.1     To pay to the Lessor a service charge
being the fair proportion attributable
                to the Premises of all amounts costs and expenses
which may at any time
                during each Service Charge Year of the Term
become payable by the
                Lessor pursuant to the Superior Lease

                3.35.2     The manner in which the Service Charge
shall be paid shall be as
                follows:-

                       3.35.2.1 the Lessor shall as soon as
reasonably practicable after the
                       end of each Service Charge Year use all
reasonable
                       endeavours to procure that the Superior
Lessor prepares an
                       account ("the Superior Lessor's Account")
showing the
                       service charge for that year and upon such
account being
                       reasonably and properly certified by the
Superior Lessor's
                       Accountant the same shall in the absence
of manifest error
                       be final and binding on the Lessee

                       3.35.2.2 the Lessee shall pay for each
Service Charge Year of the
                       Term a provisional service charge being a
proportionate part
                       of the Lessor's Surveyor's estimate
(acting reasonably) of the
                       likely aggregate amount of the service
charge for the
                       forthcoming Service Charge Year

                       3.35.2.3 the Lessor or the Lessor's
Surveyor shall as soon as
                       reasonably practicable upon receipt of the
Superior Lessor's
                       Account prepare a statement which shall
set out details of the
                       provisional service charge payments made
by the Lessee for
                       the relevant Service Charge Year and if
the service charge
                       for that year shall exceed the payments
made by way of
                       provisional service charge the amount of
the excess shall be
                       paid forthwith by the Lessee to the Lessor
but if it shall be
                       less the amount of the overpayment shall
be credited to the
                       Lessee against the next payment of rent
and service charge

                       3.35.2.4 the Lessor shall be entitled to
change the annual date for the
                       purpose of computing the service charge
whenever it shall
                       reasonably think fit and to make such
apportionment as the
                       Lessor acting reasonably shall consider to
be fair and
                       necessary upon any change of such date
(and the expression
                       "Service Charge Year" shall be construed
accordingly) or in
                       the proportions. attributable to the
Premises

                       3.35.2.5 the provisional service charge
shall be payable by four equal
                       instalments in advance of the same in like
manner as the
                       Rent is payable

                PROVIDED ALWAYS that while the supply of any of
the services to the
                Premises or any part thereof is separately
metered the cost thereof

  1164030.01
                               -26-

  4.     LESSOR'S COVENANTS

         The Lessor hereby covenants with the Lessee as follows:-

  4.1    Quiet enjoyment

         That the Lessee paying the rent and other monies payable
hereunder and observing
         and performing the Lessee's covenants and stipulations
herein contained shall
         peaceably hold and enjoy the Premises during the Term
without any interruption by
         the Lessor hereunder or any person rightfully claiming
under or in trust for it

  4.2    Insurance

         4.2.1   To use all reasonable endeavours to procure that
the Superior Lessor
                keeps or procures to be kept insured at all times
throughout the Term
                the Building in such sum as shall be its full
reinstatement value (with
                such allowance (if any) for inflation of building
costs as the Superior
                Lessor shall reasonably deem necessary) including
compliance with
                the building regulations and planning control and
demolition and site
                clearance expenses and three years rent of the
Premises (including
                rent potentially payable upon a rent review under
this Underlease)
                and
                professional fees on demolition and rebuilding)
against loss or
                damage
                by the Insured Risks with reputable insurers and
to produce to the
                Lessee upon demand (but no more often than twice
in any year of the
                Term) a certified copy of the insurance policy or
other evidence of
                such insurance and evidence of payment of the
last premium and to
                notify the Lessee in writing upon the Lessor
being notified of the same
                by the Superior Lessor of any material changes in
the Insured Risks
                and subject to the Superior Lessor being able to
obtain all necessary
                planning approvals and other licences approvals.
and consents to use
                its reasonable endeavours to require the Superior
Lessor to cause all
                monies (save monies payable for loss of rent)
received by virtue of
                such insurance to be laid out as soon as
practicable in making good
                the damage or destruction for which the monies
have been received
                the Superior Lessor making up any deficiency out
of its own monies
                PROVIDED however that the Superior Lessor's
liability to insure
                against loss or damage by any of the Insured
Risks shall be subject at
                all times to cover being normally available at a
reasonable cost with
                reputable insurance offices in the United Kingdom
or through
                underwriters at Lloyds and shall be limited to
effecting such cover as
                is
                normally available upon the terms and conditions
available in such
                insurance market from time to time and subject to
such exclusions
                conditions or provisions for excess from time to
time reasonably
                agreed between the Superior Lessor and the
insurers

         4.2.2   The Lessor's obligations under the foregoing
provisions of this Clause
                 shall cease if and to the extent that the
insurance be invalidated or
                 payment of the insurance monies withheld or
refused as a result of
         any
                 act neglect or default of the Lessee or any
agent servant tenant or
                 licensee of the Lessee or any person within the
Lessee's control or if
                 and to the extent that the Lessee shall fail to
pay any sums due
                 pursuant to the provisions of Clause 3.7.5

  1164030.01
                               -27-

  4.3    Provide services

         4.3.1  To use all reasonable endeavours to procure that
the Superior Lessor
                shall provide and carry out or procure the
provision or carrying out of
                the services ("the Services") specified in
Schedule 3 hereto
                PROVIDED
                THAT neither the Lessor nor the Superior Lessor
shall be liable for any
                interruption breakdown stoppage defect or failure
to provide supply or
                procure any of the Services to be supplied by
virtue of weather
                conditions inevitable accident emergency act of
God necessary repairs
                maintenance or replacement or by any cause
whatever not within the
                control of the Lessor or the Superior Lessor
provided that the Lessor
                shall use all reasonably endeavours to procure
that the Superior
                Lessor
                ensures the services in question are restored as
soon as practicable
                and PROVIDED THAT the Lessee shall not be
entitled to object to the
                service charge or any item comprised in it or
otherwise on any of the
                following grounds:-

                4.3.1.1 the inclusion in a subsequent Service
Charge Year of any
                        item of expenditure or liability omitted
from the service
                        charge for any preceding Service Charge
Year

                4.3.1.2 that any item of service charge included
at a reasonable
                        and proper cost might have been provided
or performed at
                        a
                        lower cost

                4.3.1.3 disagreement with any estimate of future
expenditure for
                        which the Superior Lessor requires to
make provision so
                        long as the Superior Lessor has acted
reasonably and in
                        good faith and in the absence of manifest
error

                4.3.1.4 the manner in which the Superior Lessor
exercises its
                        discretion in providing Services so long
as the Superior
                        Lessor has acted reasonably and in good
faith and in
                        accordance with the principles of good
estate management

                4.3.1.5 the employment of respectable and
responsible agents
                        contractors or other persons as the
Superior Lessor may
                        from time to time think fit for the
carrying out and provision
                        on the Superior Lessor's behalf of the
Services so long as
                        the Superior Lessor has acted reasonably
and in good faith
                        and in accordance with the principles of
good estate
                        management

                AND PROVIDED THAT the Superior Lessor may in its
absolute discretion
                vary replace withdraw extend alter or add to such
Services if it reasonably
                considers that by doing so the amenities in the
Building may be improved
                and/or the management thereof more efficiently
conducted so long
                however as the Superior Lessor shall at all times
provide such of the
                Services as are necessary for the proper
maintenance and use and
                enjoyment of the Building

                AND PROVIDED THAT in the event that the Lessor or
the Superior
                Lessor shall be required during any Service
Charge Year to incur heavy
                or exceptional expenditure which forms part of
the service charge the
                Lessor shall be entitled to recover from the
Lessee a proportionate part

  1164030.01
                               -28-

                of that expenditure on the next date for payment
of rent and service
                charge following such expenditure

         4.3.2  To use all reasonable endeavours to procure that
the Superior Lessor
                shall at all times keep or cause to be kept
detailed accounts (which
                shall be open to inspection by,the Lessee at
reasonable times upon
                prior appointment) of all expenditure in respect
of the Services

  4.4    To pay Superior Lease rents

         To pay the rents reserved by the Superior Lease and to
perform so far as the Lessee
         is not liable for such performance under the terms of
this Underlease the covenants
         and conditions on the part of the lessee contained in
the Superior Lease and to
         indemnify and to keep indemnified the Lessee against all
actions claims proceedings
         costs expenses and demands in any way relating to the
Superior Lease and in
         relation to any service charge payments due but not
demanded or paid as at the date
         hereof in relation to the Premises

  4.5    Obtain consents under the Superior Lease

         To take all reasonable steps at the Lessee's expense to
obtain the consent of the
         Superior Lessor whenever the Lessee makes application
for any consent required
         under this Underlease where the consent of both the
Lessor and the Superior Lessor
         is needed by virtue of this Underlease and the Superior
Lease

  5.     PROVISOS

         PROVIDED ALWAYS and it is hereby agreed as follows:-

  5.1    Interest

         That if the Rent or any part thereof or any other monies
due by the Lessee to the
         Lessor shall at any time be unpaid on the due date
(whether in respect of rent any
         formal demand shall have been made or not) then the
Lessee shall pay to the Lessor
         in addition Interest on such sum for the period from the
date when such sum became
         due to the date of payment to the Lessor

  5.2    Re-entry

         5.2.1          That
                5.2.1.1        if the Rent or any part thereof or
any interest
         payable
                        thereon or any other monies due by the
Lessee to the
                        Lessor shall at any time be unpaid for
twenty one days
                        (whether any formal demand shall have
been made or not)
                        or
                5.2.1.2        if the Lessee shall fail to
perform or observe
         any of its
                        covenants or stipulations herein or
                5.2.1.3        if the Lessee or the Guarantor for
the time
         being (being a
                        company)
                        5.2.1.3.1
     enters into liquidation whether compulsory or
                               voluntary (save for the purpose of
         demonstrated

  1164030.01
                                        -29-

                                        to the Lessees'
satisfaction
                                        reconstruction or
amalgamation
                                        whilst solvent) or

                        5.2.1.4 passes a resolution for winding
up (save as
                        aforesaid) or

                                        5.2.1.4.1   is unable to
pay or has no
                                        reasonable prospect of
being able
                                        to pay its debts within
the meaning
                                        of Sections 122 and 123
of the
                                        Insolvency Act 1986 ("the
1986
                                        Act") or

                                        5.2.1.4.2   summons a
meeting of its
                                        creditors or any of them
under
                                        Part I of the 1986 Act or

                                        5.2.1.4.3   suffers a
petition for an
                                        Administration Order in
respect of
                                        it to be filed at Court
or

                                        5.2.1.4.4   suffers a
receiver or
                                        administrative receiver
to be
                                        appointed or

                        5.2.1.5 if the Lessee for the time being
(being an
                        individual or being
                                more than one individual any one
of them)

                                        5.2.1.5.1   shall have a
receiving order made
                                        against him or

                                5.2.1.5.2
become bankrupt or

                                        5.2.1.5.3   is unable to
pay or has no
                                        reasonable prospect of
being able
                                        to pay his debts within
the meaning
                                        of Sections 267 and 268
of the
                                        1986
  _'                                    Act or

                                        5.2.1.5.4   if the Lessee
(or if there shall be
                                        more than one Lessee any
of them)
                                        enters into composition
with his or
                                        their creditors or

                                        5.2.1.5.5   if an interim
order is made under
                                        Part VIII of the 1986 Act

                                        5.2.1.5.6   suffers any
distress or execution
                                        to be levied on his or
their goods
                                        at the Premises

                                then and in any such case it will
be lawful for
                                the Lessor at any time after any
such event to
                                re-enter upon the Premises or any
part of the
                                Premises in the name of the whole
and
                                thereupon this demise will
absolutely determine
                                but without prejudice to any
right of action or
                                remedy of the Lessor in respect
of any beach
                                non-observance or non-performance
of any of
                                the Lessee's or the Guarantor's
covenants or
                                any conditions contained in this
Underlease

          5.3    Distress

                 That all monies payable by the Lessee under this
Underlease shall be
                 a charge on the Premises and recoverable by
distress as for rent in
                 arrear

           1164030.01
                               -30-

  5.4    Exclusion of warranty

         Nothing in this Underlease or in any consent granted by
the Lessor under this
         Underlease shall imply or warrant that the Premises may
be used for the purpose
         herein authorised so far as concerns any statutes
relating to town and country
         planning or that any alterations or additions or other
works to the Premises which the
         Lessor may permit under the provisions of this
Underlease will not require planning
         permission and it is hereby agreed that in entering into
this Underlease the Lessee
         does not rely on any such warranty given by the Lessor
or by any person on its behalf

  5.5    Damage from Services

         The Lessor shall not be liable to the Lessee or any
other person claiming through the
         Lessee for any damage which may be caused by stoppage
breakage or defect of
         any plant equipment or machinery in or service to the
Premises or any neighbouring
         premises PROVIDED that the Lessor shall use all
reasonable endeavours to procure
         that the Superior Lessor shall restore the plant
equipment machinery or service in
         question as soon as practicable and PROVIDED that such
damage shall not arise
         from the Lessor's negligence

  5.6    Lessor's liability

         In any case where the facts are known to the Lessee (but
not known to the Lessor)
         the Lessor shall not in any event be liable to the
Lessee in respect of any failure of
         the Lessor to perform any of its obligations to the
Lessee hereunder whether express
         or implied unless and until the Lessee has notified the
Lessor of the facts giving rise
         to the failure and the Lessor has failed within a
reasonable time to remedy the same

  5.7    Walls

         Any wall dividing the Premises from any adjoining
premises shall be treated as a
         party wall and used and repaired as such

  5.8    Lessee's effects

         The Lessee hereby irrevocably appoints the Lessor to be
its agent to store or dispose
         of any effects left by the Lessee on the Premises for
more than fourteen days after
         the end of the Term on such terms as the Lessor thinks
fit and without the Lessor
         being liable to the Lessee save to account for the net
proceeds of sale less the cost
         of storage (if any) and any other expenses reasonably
incurred by the Lessor
         PROVIDED THAT the Lessee will indemnify the Lessor
against any liability incurred
         to it by any third part whose property shall have been
sold by the Lessor in mistaken
         (but bona fide) belief that such property belonged to
the Lessee and was liable to be
         dealt with as such pursuant to the provisions of this
Clause 5.8

  5.9    Notices

         Any notice required to be served on any party shall be
sufficiently served if it is sent
         by post in a stamped envelope addressed to the Lessee or
to the Guarantor at the
         last known place of abode or business or registered
office or address for service in
         the United Kingdom of such Lessee or Guarantor or to the
Lessee's

  1164050.01
                                       -31 -

                 Solicitors or to the Lessor at its registered
office and proof of posting
                 shall be proof of service

          5.10   Rent cesser

                 In the event of the Premises or any part thereof
or the access leading
                 thereto at any time during the Term being
damaged or destroyed by any
                 of the Insured
  '              Risks so as to render the Premises incapable of
occupation and the
  Specified Use
                 then (save to the extent that the policy monies
become irrecoverable
                 in whole or
                 part through any act or default of the Lessee or
any person under its
                 control) the
                 Rent or a fair proportion thereof according to
the nature and extent of
                 the damage
                 sustained shall be suspended until either the
Premises or the
                 damaged portion
                 thereof shall again be capable of use or
occupation or for a period
                 equal to the
                 number of years for which insurance against loss
of rent has been
                 effected under
                 the Superior Lessor's insuring covenant
(whichever is the shorter
                 period) and any
                 dispute between the parties as to the amount of
any cesser of rent as
                 aforesaid
                 shall be determined by arbitration pursuant to
the Arbitration Act 1996

  >       5.11   Indemnities
                 All indemnities given by the Lessee hereunder to
the Lessor in
  respect of claims
                 from third parties shall be subject to the
condition that the parties
  hereto shall
                 jointly negotiate and deal with any claims
against the Lessor and any
  actions and
                 proceedings resulting therefrom in close
consultation with one
  another and the
  .              Lessor will not settle or compromise any such
claim without the prior
  written
                 consent of the Lessee (such consent not to be
unreasonably
  withheld) subject to
                 the rights and powers of any insurers
          5.12   Option to determine on non-reinstatement

                 If by damage by an Insured Risk the Premises or
a substantial part
                 thereof shall at any time be rendered unfit for
occupation or use for the
                 Specified Use or inaccessible and the Premises
shall not have been
                 reinstated and rendered capable of occupation
for the Specified Use by
                 three months before the end of the period of
three years referred to in
                 Clause 5.10 ("the rent insurance period") then
either the Lessor or the
                 Lessee may thereafter determine the Term and
this Underlease by not
                 less than three calendar months' notice in
writing to that effect served
                 upon the other and upon the expiration of such
notice this Underlease
                 and the Term shall cease and determine PROVIDED
that no such
                 notice shall be valid if served more than five
weeks after the expiration
                 of the rent insurance period or if at the date
of service or of expiration of
                 such notice the Premises shall in fact have been
so reinstated and
                 rendered capable of occupation and use for the
Specified Use

          5.13   S.62 Law of Property Act 1925

                 The operation of Section 62 of the Law of
Property Act 1925 shall be
                 excluded from this Underlease and the only
rights granted to the Lessee
                 are those expressly set out in this Underlease
and the Lessee shall not
                 by virtue of this Underlease be deemed to have
acquired or be entitled
                 to by any means whatever any easement from or
over or (except such
                 as may be specifically granted in this
Underlease) in through over and
                 upon any land or premises adjoining or near to
the Premises

          1164030.01
                               -32-

  5.14   Contracts (Rights of Third Parties) Act 1999

         For the purposes of the Contracts (Rights of Third
Parties) Act 1999 the parties
         hereto hereby agree that they do not intend any terms of
this Lease to be
         enforceable by any third party who but for that Act
would not have been entitled to
         enforce such terms

  5.15   Statutory compensation

         Except where any statutory provision prohibits the
Lessee's right to compensation
         being reduced or excluded by agreement the Lessee shall
not be entitled to claim
         from the Lessor on quitting the Premises or any part
thereof any compensation
         under the Landlord and Tenant Act 1954

  5.16   Waiver of Right to Forfeit

         That no demand for or acceptance or receipt of any part
of the Rent or other monies
         payable under this Underlease or any payment on account
thereof shall operate as
         a waiver by the Lessor of any right which the Lessor may
have to forfeit this
         Underlease by reason of any breach of covenant by the
Lessee notwithstanding that
         the Lessor may know or be deemed to know of such breach
at the date of such
         demand acceptance or receipt

  5.17   Jurisdiction

         This Underlease shall be governed by and construed in
all respects in accordance
         with the law of England and the English courts shall
have exclusive jurisdiction in
         relation to any disputes arising under or connected with
this Underlease and the
         Lessee agrees that any process may be served on it by
leaving a copy of the
         relevant document at the Premises

  5.18   Severance

         Each of the Clauses of this Underlease is distinct and
several from the others and
         if at any time one or more of such provisions is or
becomes illegal invalid or
         unenforceable the validity legality and enforceability
of the remaining provisions will
         not in any way be affected or impaired

  5.19   Exclusion Order

         Having been authorised to do so by the Court Order the
parties hereto agree that the
         provisions of Sections 24 to 28 (inclusive) of the
Landlord and Tenant Act 1954 shall
         be excluded in relation to the Tenancy hereby created

  6.     RENT REVIEW
  6.1    From each Review Date until as the case may be either
the next Review Date or
         the end of the Term the Lessee shall pay to the Lessor
in each year rent ("the
         New Rent") being whichever is the greater of a sum equal
to the rent payable
         immediately prior to the relevant Review Date or a sum
equal to the open market
         yearly rent payable for the Premises at the relevant
Review Date determined in
         accordance with this Clause 6
  6.2    The New Rent may be agreed in writing between the Lessor
and the Lessee at
         any time but if the Lessor and the Lessee shall not by a
date four months before
  1164030.01
                               -33-

         the relevant Review Date have agreed in writing the said
open market yearly rent
         then the question may be referred for determination by
an independent surveyor
         ("the Surveyor") acting as an arbitrator and appointed
either by agreement between
         the Lessor and the Lessee or (upon the application of
the Lessor or the Lessee) by
         the President for the time being of the Royal
Institution of Chartered Surveyors (or
         failing him by such officer of such other professional
body of surveyors as the Lessor
         shall designate)

  6.3    The arbitration shall be conducted in accordance with
the Arbitration Act 1996
  6.4    The open market yearly rent shall be ascertained having
regard to open market
         rental values current at the relevant Review Date and on
the assumption of the
         Premises being let with vacant possession (but that all
landlord's fixtures and
         fittings in the Premises are left intact) by a willing
lessor to a willing lessee on the
         open market without payment of a premium upon the terms
of this Underlease
         (other than the rent reserved but including these
provisions for review of rent) and
         subject to and including the benefit of any deed of
variation consent licence or
         approval or other instrument relating thereto and
requested by or agreed with the
         Lessee and on the assumption:-

         6.4.1         that the covenants and conditions
contained in this
         Underlease on the
                part of the Lessee to be observed and performed
have been fully
                complied with and
         6.4.2         of a term equal to the length of the
original term of this
         Underlease
                remaining unexpired on the relevant Review Date
or ten years
                (whichever shall be longer) with rent reviews at
intervals similar to the
                reviews in this Underlease and
         6.4.3         that at the relevant Review Date the
Premises are fully
         constructed
                fitted out and equipped fit ready carpeted and
available for and capable
                of immediate occupancy and use without the need
for any expenditure
                on the part of the Lessee and
         6.4.4         that no work has been carried out to or in
the Premises by
         the Lessee
                which has diminished the rental value of the
Premises and
         6.4.5         that in case the Premises or any part
thereof or the means
         of access
                thereto or any essential services therefor have
been destroyed or
                damaged they have been fully restored and that
the rent suspension
                provisions contained in Clause 5.10 hereof shall
if in operation at the
                relevant Review Date not be in operation
         6.4.6         that the Premises may be used for the
Specified Use and
         for any other
                use permitted by any consent licence or approval
given by the Lessor
                before the relevant Review Date at the request of
the Lessee or with
         the
                Lessee's agreement but not so as to assume that
such use is a
                permitted use under the provisions of the Town
and Country Planning
                Acts but disregarding
                6.4.6.1
      any effect on rental value of the Lessee's or any permitted
                       sub-tenant's occupation or that of any
predecessor in title
         of
                       the Lessee or any permitted sub-tenant and

  1164030.01
                                       -34-

                        6.4.6.2 any goodwill attached to the
Premises by
                        reason of the
                                business carried on there by the
Lessee or
                        any permitted
                                sub-tenant or that of any of
their predecessors
                        in title in their
                                respective business and
                        6.4.6.3 any effect on rental value of the
Premises
                        attributable to the
                                existence at the relevant Review
Date of any
                        alterations or
                                improvements to the Premises made
during to
                        the Term by
                                the Lessee or any permitted
sub-tenant or any
                        of their
                                respective predecessors in title
(otherwise
                        than pursuant to
                                any obligation on the part of the
Lessee such
                        permitted sub-
                                tenant or such predecessor in
title to carry out
                        such work)
                                and at the sole expense of the
Lessee or such
                        permitted
                                sub-tenant or their respective
predecessors in
                        title and
                                without any obligation on the
part of the
                        Lessor to reimburse
                                such expense and with the prior
written
                        consent of the
                                Lessor where such consent is
otherwise
                        required by this
                                Underlease and
                        6.4.6.4 any statute order instrument
regulation or
                        direction which
                                has the effect of regulating or
restricting the
                        amount of rent
                                which may be payable in respect
of the
                        Premises and
                        6.4.6.5 save in respect of improvements
in respect of
                        which an
                                undertaking to reinstate is
precluded by
                        Section 19(2) of the
                                Landlord and Tenant Act 1927 any
effect on
                        rent of any
                                obligation of the Lessee arising
under this
                        Underlease or
                                any deed licence consent or other
instrument
                        made by the
                                Lessor at the request of the
Lessee to remove
                        alterations or
                                additions or to reinstate the
Premises to the
                        condition or
                                design of the Premises before the
carrying out
                        of any works
                                to the Premises and
                        6.4.6.6 any value attributable to the
existence at the
                        Premises of
                                any equipment or property of the
Lessee at
                        the Premises
                                and
                        6.4.6.7 any rent free period or reduced
rent period
                        which may have
                                been allowed to the Lessee under
the terms of
                        this
                                Underlease
                        6.4.6.8 If for any reason whatever the
New Rent shall
                        be
                                ascertained after the relevant
Review Date
                        then the Lessee
                                shall pay rent at the rate
payable immediately
                        prior to the
                                relevant Review Date on account
of the New
                        Rent and upon
                                the date ("the Due Date") ten
days after the
                        ascertainment
                                of the New Rent or the next
quarter day
                        (whichever shall be
                                the earlier) the Lessee shall
notwithstanding
                        that the
                                provisions of Clause 6.8 hereof
shall remain to
                        be complied
                                with pay as rent in arrear any
difference
                        between the rent
                                paid and the New Rent in respect
of the
                        period from the
                                relevant Review Date until the
Due Date
                        together with
                                interest thereon at the normal
deposit rate of
                        HSBC Bank
  '                             plc in respect of seven day money
from the
  relevant Review
                                Date to the date of payment and
together with
                                the New Rent

          1164030.01
                                        -36-

          (c)    the same rights of support shelter and
protection for the Premises
          from all
                 adjoining premises of the Lessor or the Superior
Lessor as are at
                 present enjoyed

          (d)    the right to have the Lessee's name displayed on
any notice board
          from time to
                 time maintained by the Superior Lessor at the
entrance to or
                 elsewhere within the
                 Building and for avoidance of doubt this shall
include the second
                 floor lift lobbies

          (e)    the right by prior arrangement with the Lessor
and the Superior
          Lessor to place
                 refuse in such refuse skips and/or compacting
plant as the Lessor or
                 the Superior
                 Lessor may from time to time specify or in such
other refuse disposal
                 facilities
                 which may from time to time be provided for that
purpose by the
                 Lessor or the
                 Superior Lessor

          (f)    the right to use such of the Common Parts of the
Building as are
          necessary for the
                 purpose of access to and egress from the
Premises on foot only and
                 without
                 causing any obstruction to the same

          (g)    the right in an emergency only to use any fire
escape facilities from
          time to time
                 available from the Premises

          (h)    the right to use such male and female toilets
and washing facilities
          within the
                 Building as the Lessor or the Superior Lessor
may from time to time
                 by notice in
                 writing stipulate

                                    SCHEDULE2

          Exceptions and Reservations and Adverse Easements which
where the context so
          admits or requires are excepted and reserved to the
Lessor in common with the
          other tenants of the Building and their tenants
servants agents and workmen and
          all others authorised by them and with or without
materials and equipment

                 (a)  the right at all times without obtaining
any consent from the Lessee but
                 not so that the access of light or air to the
Premises may be materially
                 affected to build upon or heighten or extend any
building or which the
                 Premises may form part or any other buildings
standing on any land
                 near to the Premises or otherwise to deal

  0
                 with such land at it may think fit

                 the right of passage of Services from and to
other land and the buildings
                 of the Superior Lessor now or hereafter during
the Term to be erected
                 thereon through such Conducting Media as may at
any time during the
                 Term run through in upon or under the Premises
and at reasonable
                 times to enter upon the Premises to make
connections with such
                 Conducting Media for the purpose of exercising
such right making good
                 all damage caused to the Premises and the
Lessees fixtures and fittings

          (c)    the right of support shelter and protection for
all adjoining premises
          as are at
                 present enjoyed from the Premises
          (d)    all rights of entry upon the Premises contained
or referred to
          throughout Clause 3
                 of this Underlease
          (e)    the right to erect scaffolding for the purposes
of repairing or cleaning
          the exterior
                 of the Building provided that any such
scaffolding does not materially
          interfere with
                 the access to or egress from or the enjoyment
and use of the
          Premises
          1164030.01 '

                                       -35-

                               for the period from the Due Date
to the next
                               quarter day thereafter and for the
avoidance of
                               doubt the New Rent shall be deemed
to have
                               been ascertained on the date when
it has been
                               agreed between the Lessor and the
Lessee or
                               (as the case may be) on the date
of the award or
                               determination of the Surveyor

  '                     6.4.6.9                               If
by virtue of any government legislation the
  rent payable
                               under this Underlease as from any
Review
  Date is restricted
                               or any restriction is imposed upon
the Lessor's
  right to
                               review the rent then forthwith
upon such
  restriction coming
                               to an end the Lessor may by
written notice
  served on the
                               Lessee bring about a further rent
review as if
  the day after
                               the restriction had ended were a
Review Date
  and the other
                               provisions of this Clause 6 shall
apply (mutatis
  mutandis)

          6.5   The right of re-entry hereby reserved shall be
exercisable by the
          Lessor as well in
                the case of non-payment of the New Rent as in the
case of non-
          payment of any
                rent previously payable under this Underlease and
the Premises shall
          stand
                charged with the payment of the New Rent as with
any rent previously
          payable
          6.6   When the amount of the New Rent shall have been
so ascertained
          memoranda
                thereof shall thereupon be signed by or on behalf
of the Lessor and
          the Lessee
                and annexed to this Underlease and the
counterpart thereof and the
          parties shall
                bear their own costs in respect thereof
                IN WITNESS whereof the parties have executed this
Underlease as a
          deed which
          is intended to be and is delivered on the date first
above written

                                    SCHEDULE 1

          Easements and Rights granted which where the context so
admits or requires are
          granted in common with the Lessor and other tenants and
occupiers of the Building
          and their tenants servants agents and workmen and all
others authorised by them
          and with or without equipment and materials

          (a)   the right of passage of Services from and to the
Premises through
          such
                Conducting Media as may now or during the Term
run through under
                or over other
                parts of the Building with the right if necessary
and proper to enter
                upon such
                other parts of the Building at reasonable times
for the purpose of
                repairing so far
                as may be necessary such Conducting Media and
making
                connections thereto the
                persons exercising such rights causing as little
damage
                inconvenience and
                nuisance as practicable and the Lessee forthwith
at the Lessee's
                expense and to
                the reasonable satisfaction of the Lessor's
Surveyor and the Superior
                Lessor
                making good any damage done to the Building

                the right at reasonable times and where such
works cannot otherwise
                reasonably be carried out to enter upon such
other parts of the Building
                as may be reasonably necessary for the purpose of
repairing decorating
                or maintaining the Premises the persons
exercising such rights causing
                as little damage inconvenience and nuisance as
practicable and the
                Lessee forthwith at the Lessee's expense and to
the reasonable
                satisfaction of the Lessor's Surveyor and the
Superior Lessor making
                good any damage done to the Building

          1164030.01

                                        -37-

                  the right to attach to and maintain on the
exterior of the Premises in
                  accordance with the requirements from time to
time of the fire officer
                  any lighting cables fire escape facilities
(including staircases) and other
                  equipment to serve such lighting cables or
staircases and barriers for
                  the purposes of any fire escape facilities and
all necessary facilities for
                  inspection repair maintenance and replacement
of the same
                  PROVIDED that there is no material interference
with the Lessee's
                  permitted use and enjoyment of the Premises

                  (g) all rights of light and air and all other
easements or rights (if any) now
                  enjoyed by other lands buildings and properties
over the Premises and
                  any exceptions and reservations to which the
Lessor's and any
                  superior title is subject

           PROVIDED that (a) none of the above mentioned rights
herein excepted and
           reserved permitting entry into the Premises or the
erection of scaffolding shall be
           exercised unless such works and other matters cannot
be reasonably effected
           without entry onto or into the Premises or
scaffolding, being erected and then only
           after there has been prior consultation with the
Lessee (except in emergency) and
           (b) all the rights herein excepted and reserved shall
be exercised only in such a
           manner as to cause as little interference
inconvenience or damage as reasonably
           practicable to the Lessee the Premises and the
business carried on thereat and
           the Lessee's fixtures and fittings and stock and any
damage occasioned to the
           Premises and the Lessee's fixtures and fittings shall
be made good by the person
           exercising such rights as soon as practicable

                                     SCHEDULE 3
                                     The Services

           1.    Cleaning (including stone cleaning) lighting
repairing maintaining
           furnishing
                 decorating refurbishing altering renewing or
rebuilding (where
                 necessary as part
                 of the process of repair) and complying with
and/or making
                 representations
                 against or otherwise contesting the incidence of
any statutory
                 requirements and
                 the provision hire and maintenance of any
equipment necessary
                 therefor

           2.    Cleaning windows glass screens and glass doors
inside and outside
           other than
                 those for which a tenant is responsible

           3.     Providing maintaining cleaning running
repairing overhauling
  replacing or
  -' renewing (where necessary as part of the process of repair)
and inspecting the
                 Service Chattels namely (but not limited to) all
lifts lift shafts and lift
                 machinery
                 boilers electrical mechanical and other
equipment plant machinery
                 apparatus and
                 services air conditioning ventilating and
circulation equipment
                 sanitary apparatus
                 amenity furniture and equipment architectural or
artistic features
                 planting areas
                 boxes or tubs and all services provided for the
use of the tenants
                 and occupiers of
                 the Building including all conduits and fire
escapes fire warning and
                 fighting
                 equipment sprinkler systems security alarms
telephones
                 communications closed
                 circuit television and cleaning equipment
facilities and apparatus not
                 comprised in
                 and used for the benefit of a single Lettable
Unit

  _.       4.    Gas electricity water fuel and other power
consumed for or in
  connection with the
                  provision of any of the Services and/or the
Service Chattels

           5.    Supplying to all Lettable Units hot and cold
water to toilets toilet
           hygiene and towel
                 service

           6.     Supplying to all Lettable Units air
conditioning and ventilation
           extraction

           1164030.01

                               -38-

  7.     Refuse disposal and pest control including the provision
and replacement from
         time to time of any skips compactors or other refuse
disposal facilities which may
         at any time be reasonably deemed necessary by the
Superior Lessor or stipulated
         by the local authority or private contractor responsible
for the collection of refuse
         from the Building (provided that the Superior Lessor may
acting reasonably and
         properly require trade waste arising from any particular
tenants' or occupiers'
         trade or business to be disposed of by such tenant or
occupier and not by the
         Superior Lessor)
  8.     Paying all rates taxes assessments and outgoings whether
of a recurring nature
         or not and paying any special costs or expenses which
maybe imposed by the
         local authority and not recoverable from any other
person
  9.     Planting cultivating tending stocking and restocking any
planting boxes or tubs
  10.    Employing caretakers porters receptionists security
personnel lift attendants
  boiler
         men supervisors maintenance men and all other staff
(including independent
         contractors) as the Superior Lessor may reasonably
consider necessary and the
         payment of reasonable and proper wages salaries social
security pension and
         insurance contributions and other outgoings and benefits
occasioned by the
         employment of such persons and the provision of uniforms
overalls and protective
         clothing for such persons
  11.    The provision of reasonable and proper security
arrangements for the Building
  12.    Maintaining notice boards indicating the name business
and location of the
         tenants and other occupiers of the Building
  13.    In the case of management by the Superior Lessor's own
staff a management
         charge of ten per centum of the total cost to the
Superior Lessor of the provision
         of the other services referred to in this Schedule
  14.    The engagement or provision of managing agents and such
other management
         staff and such professional advisers and contractors as
the Superior Lessor shall
         acting reasonably and properly deem necessary for the
efficient provision of the
         services including fees for computing and auditing the
service charge and
         collection of rents insurance premiums and services
charges PROVIDED that
         such management charge as is referred to in paragraph 13
hereof shall not in
         total
         exceed ten per centum of the service charge (excluding
all costs relating to the
         insurance of the Building or any parts thereof and any
reserve or sinking fund)
         and
         such management charge and the fees payable under this
paragraph 14 shall not
         include any costs or fees relating to the review of
rents and the letting and re-
         letting of the Building or any parts thereof
  15.    The insurance against loss or damage by fire and such
other risks as the Superior
         Lessor shall acting reasonably and properly deem
necessary together with such
         fees and expenses (including professional fees and
demolition and site clearance
         expenses) as the Superior Lessor acting as aforesaid
shall deem necessary of the
         Common Parts and service chattels and insurance against
theft third party liability
         public liability and employer's liability and such other
insurances as the lessor
         shall acting as aforesaid consider to be necessary

  16.    The valuation for insurance purposes of the Building and
each and every part
         thereof (but not a single Lettable Unit) including (but
not limited to) the service

  1164030.01
                                        -39-

                 chattels as often as the Superior Lessor shall
reasonably determine but
                 not more often than once in every three years

           17.   The reading of meters or other assessments of
the cost of supplying
           any services
                 which are subject to a metered supply SUBJECT
however to the
                 proviso
                 contained in Clause 3(36)(c) of the Superior
Lease

           18.   A sinking fund or other provision to provide for
the replacement of
           the Service
                 Chattels and to provide for periodic items
including (but not limited
                 to) repairs
                 maintenance decoration and renewals compliance
with legislation
                 regulations of
                 local authorities and reasonable requirements of
insurers such
                 reserve of sinking
                 fund to be held by the Superior Lessor on trust
for the tenants of the
                 Building in a
                 specially designated deposit account all
interest earned thereon
                 being credited to
                 such account at regular intervals and held on
trust as aforesaid

          19.    Without limiting the aforesaid all other
expenses reasonably incurred
          by the
                 Superior Lessor in or incidental to or for the
purpose of providing or
                 maintaining
                 services facilities or amenities to for or of
the Building

          PROVIDED ALWAYS that there shall be excluded from the
service charge any
          expenses outgoings or other expenditure relating to

                 the review of rents and the letting and
re-letting of the Building or any
                 parts thereof

  >       (ii)   the making good of any inherent or latent
defects in the design or
  construction of
                 the Building including the Premises or in the
installation by or on
  behalf of the
                 Superior Lessor of anything in or on the
Premises or the Building
          _ _    any costs and expenses incurred relating to the
rebuilding
  reinstatement and
                 renewal (save insofar as necessary as part of
the process of repair)
  of the
                 Building
          (iv)   the making good of damage by any of the risks
insured or
  covenanted to be
                 insured by the Superior Lessor save insofar as
the Superior Lessor
  reasonably
                 chooses not to claim under any such insurance in
respect of such
  damage

          PROVIDED FURTHER that in no event shall the Lessee's
proportion of the service
          charge or that part of the service charge payable by
the Lessee be increased or
          altered by reason that at any relevant time any part of
the Building may be vacant
          or be occupied by the Superior Lessor or any firm
person or company associated
          with the Superior Lessor or that any tenant or other
occupier of another part of the
          Building may default in payment of his due proportion
of the service charge or that
          at any relevant time any part of the Building may be
damaged or destroyed

                         SCHEDULE 4
                         Guarantee

          The Guarantor guarantees to and covenants with and for
the benefit of the Lessor
          (which expression shall for the purpose of these
guarantees and covenants include
          the Lessor's successors in title to the reversion
without the need for express
          assignment):-

          (a)    that the Lessee will during the period that the
Lessee shall be bound
          by the
                 tenants covenants in this Underlease pay the
rent (including the New
                 Rent agreed
  .              or ascertained pursuant to the provisions of the
Underlease) and all
  other sums
                 agreed to be paid by the Lessee when due and
will also duly perform
                 and observe

          1164030.01

                               -40-

         its covenants and the stipulations in the Underlease and
that the Guarantor will if the
         Lessee shall make any default in payment of such rent
(including the New Rent as
         aforesaid) or any other sums or in the performance and
observance of such
         covenants and stipulations pay the rent and monies and
observe or perform the
         covenants or stipulations in respect of which the Lessee
shall be in default and will
         make good to the Lessor all losses costs and expenses
sustained by the Lessor
         through the default of the Lessee PROVIDED ALWAYS that
any neglect or
         forbearance of the Lessor in endeavouring to obtain
payment of the rent or other
         monies when the same become due or its delay in taking
any steps to enforce
         performance or observance of the said covenants or
stipulations and any time or
         indulgence which may be given by the Lessor to the
Lessee or the fact that this
         Underlease may have been assigned or that the Lessee may
have ceased to exist
         or any other act or thing whereby but for this provision
the Guarantor would have
         been released shall not release or in any way lessen or
affect the liability of the
         Guarantor under this guarantee

  (b)    that if the Lessee shall enter into liquidation (save
for the purpose of
         demonstrating to the Lessees satisfaction)
reconstruction or amalgamation whilst
         solvent) or become bankrupt and the liquidator or
trustee shall disclaim the
         Underlease then the Guarantor will if required by the
Lessor in writing within six
         months after such disclaimer accept from the Lessor a
lease of the Premises for a
         term equal to the residue of the Term unexpired at the
date of such disclaimer
         and
         containing the same rent covenants provisos and other
terms as the Underlease
         and shall execute and deliver to the Lessor a
counterpart thereof and shall pay
         the
         reasonable and proper costs of such new lease

  - -    that if this Underlease shall be so disclaimed and for
any reason the Lessor does
         not require the Guarantor to accept a new lease of the
Premises as aforesaid
         then
         the Guarantor shall pay to the Lessor on written demand
an amount equal to the
         rent reserved by the Underlease at the date of such
disclaimer for the period
         commencing with such date and ending on the date six
months after such
         disclaimer or the date on which the Premises are relet
by the Lessor whichever
         is_
         the sooner

  EXECUTED (but not delivered until the   )
  date inserted in this Deed) as a Deed by     )
  the affixing of the COMMON SEAL of )
  ARCADIA GROUP PLC in the presence of:-

                            Director
                                        f

                            Director

                     Secretary/9iFee~e~-

  1164030.01