<PAGE>   1


                                                             EXHIBIT 10.36

                    DATED 6th November, 1996
                    ------------------------




                             REPORT





                      SECOND FLOOR OFFICES
                  SOLAR HOUSE FIELDHOUSE LANE
              GLOBE PARK, MARLOW, BUCKINGHAMSHIRE







                  Hobson Audley Hopkins & Wood
                        7 Pilgrim Street
                        London EC4V 6DR
                           
                           MJH/INNB40
                            05.1l.96
                           [HA 38534]






<PAGE>   2

1.     THE PROPERTY

The property comprises the leasehold interest in the premises known as Second
floor, Solar House, Fieldhouse Lane, Globe Park, Marlow, Buckinghamshire ("the
property"), shown on the plan numbered one annexed to this Report. This plan is
taken from the Lease.

2.     THE CONTRACT

The Contract is governed by the standard Conditions of Sale (3rd Edition). We
confirm that the Contract has been drawn in comprehensive and equitable form
which properly protects the interests of both parties

The following terms should be noted:

2.1    The Contract obliges both parties to complete the Lease within seven
       working days after the Contract becomes unconditional.

2.2.   The Contract is conditional upon the superior landlord's consent being
       granted and also the parties obtaining a court order to exclude the
       security of tenure provisions of the Landlord and Tenant Act 1954. When
       both the consent and court order have been obtained the contract becomes
       unconditional.

2.3    There is a long stop date of three months from the date of the Contract
       and if the superior landlord's consent and the court order are not
       obtained within this period then either party can rescind the Contract.

2.4    The Contract allows you to occupy the demised premises as licensee at
       will from the date of exchange until the Lease is formally completed.
       Your occupation will be on the same terms as the Lease but can be brought
       to an end at any time by the landlord.

2.5    You will also be entitled to carry out your fitting out works whilst you
       occupy as licensee provided that they have been previously approved in
       writing by the landlord.

3.   THE TITLE

As Seagate are only granting you a lease for three years they are not obliged to
deduce title to the property although we confirm that we have been provided with
a copy of the lease under which they hold Solar House which is dated 31st May
1990 and made between AMEC Properties Limited (1) and Seagate Technology Inc (2)
("the Headlease"). AMEC's interest is now vested in The Prudential Insurance
Company. We have not, however, been provided with a copy of the lease under
which Prudential hold the development.

4.   THE LEASE

The Lease is an underlease and as such follows very closely the form of the
Headlease. A summary of the main provisions of the Lease together with the
agreed form of Lease are given in Appendix 1. Please note that not all the
obligations under


                                      -1-

<PAGE>   3

the Lease are repeated. We have merely tried to summarise the most important
provisions.

5.   PLANNING & LOCAL SEARCH INFORMATION

We have obtained a personal local authority search through ICC Site Search
Limited which is dated 30th October 1996. The results of the search reveal the
following salient entries.

5.1  The property falls within the administrative district of Wycombe District
     Council.

5.2  The foul drainage is connected to the public foul water sewer. The property
     is not, however, connected to the public service water sewer.

5.3  Fieldhouse Lane is maintained at public expense.

5.4  The property is located within an employment area.

5.5  It appears that Solar House was erected pursuant to a Planning Permission
     W/88/6223 which authorised the redevelopment of the site and construction
     of two buildings for B1 business use together with associated parking.

The search does not, in other respects, reveal anything adverse.

6.   FIRE CERTIFICATE

A Fire Certificate will be required in respect of the property due to the number
of employees that it will house.

You should also obtain confirmation from the Fire Officer that your fitting out
works comply in all respects with fire precaution requirements.

7.   DELETERIOUS MATERIALS

The Vendor has provided no warranties concerning the use of non-deleterious
materials but in view of the short term nature of the letting and the fact that
the service charge is capped we do not consider this a cause of concern.

8.   ENVIRONMENTAL LIABILITY

No information has been provided by the landlord's solicitors. Again, in view of
the short term nature of the letting we do not consider that an environmental
audit is necessary.

9.   REPLIES TO ENQUIRIES

The replies reveal very little information and the information given does not
appear to be adverse. The following points should be noted:

                                      -2-


<PAGE>   4

9.1  No information has been provided in respect of rates or any other
     outgoings. Please let us know if you require us to make further enquiries.

9.2  Seagate give no warranty as to the condition of the property.

9.3  Seagate has received no notices of any breach of the terms of its lease or
     of any of the conditions attached to the planning permission referred to in
     paragraph 5.5 above.

9.4  The central heating was installed when the building was erected
     approximately 8 years ago and is regularly serviced under a maintenance
     contract.

9.5  The telephones will be removed.

9.6  The Superior Landlord is The Prudential Insurance Company Limited and the
     freehold reversioner is believed to be Wycombe District Council.

9.7  We have not been provided with any insurance information.

9.8  Limited service charge information has been provided.

Copies of the replies to enquiries are attached at Appendix 2. Please note that
the red edging on Plan 1 attached to the replies to enquiries is incorrect. The
extent of the property to be let to you is shown on the Plan numbered 2 annexed
to this report.

10.  WORKS

10.1 The Contract provides that you are permitted to carry out your fitting out
     works.

10.2 We have negotiated that you will not be obliged to reinstate the existing
     partitioning that you intend to remove. You will, however, be obliged to
     take down the existing parkhousing carefully and store it until the end of
     the Term and then release it to Seagate. You are also obliged to remove the
     new partitioning that you install, if required.

10.3 The erection of the microwave dishes requires the consent of both Seagate
     and the Prudential which have both been obtained in principle. You are
     permitted to put up the dishes before a formal licence has been obtained
     provided that you sign the letter of indemnity which provides that the
     works are carried out at your own risk and that you will enter into a
     licence of alterations in a form reasonably required by Prudential. You are
     also liable to remove the dishes within 7 days of being required to.

10.4 With regard to the dishes required at Medina House, we confirm that a
     licence to erect the dishes will be required from your Landlord's YJ Lovell
     (Holdings) Limited and that this has been applied for. As you are aware
     such a licence may take a number of weeks. We would recommend that you
     discuss the situation with us if you need to erect the dishes before such a
     licence is available.


                                      -3-

<PAGE>   5

10.5 You are obliged to obtain the necessary planning and building regulations
     consents in respect of the dishes.

11.  CONCLUSION

Subject to the points mentioned in this report we confirm that the terms of the
Lease and Contract are acceptable.


Dated the 6th day of November, 1996


                         /s/Hobson Audley Hopkins & Wood
                         -------------------------------
                          HOBSON AUDLEY HOPKINS & WOOD


                                       -4-  


<PAGE>   6

                           THE PLANS REFERRED TO:
                           ---------------------









                                       -5-

<PAGE>   7


                              SECOND FLOOR OFFICES
                          SOLAR HOUSE FIELD HOUSE LANE
                      GLOBE PARK, MARLOW, BUCKINGHAMSHIRE

                                  [FLOOR PLAN]

                                                                          PLAN 1





<PAGE>   8


                                  LOCATION MAP
                          SOLAR HOUSE FIELD HOUSE LANE
                      GLOBE PARK, MARLOW, BUCKINGHAMSHIRE

                                  [FLOOR PLAN]




<PAGE>   9

                                  APPENDIX 1:
                                  ----------






                                       -6- 


<PAGE>   10


                                 LEASE SUMMARY
<TABLE>
<S>    <C>                                  <C>   
1.     PROPERTY:                            Second Floor, Solar House, Fieldhouse Lane,
                                            Globe Park, Marlow, Buckinghamshire. A full
                                            definition is provided at the end of this
                                            summary.

2.     LANDLORD:                            Seagate Technology Inc

3.     TENANT:                              Innovex Holdings Limited

4.     SUPERIOR LANDLORD:                   The Prudential Insurance Company. Their
                                            development is shown edged blue on the plan
                                            numbered 2 annexed to this report.
                                            
5.     TERM:                                3 years commencing on 1st November 1996
                                            and expiring on 31st October 1999

6.     RENT:                                L 92,300 per annum + VAT

7.     RENT REVIEW:                         None

8.     PAYMENT DATES:                       Quarterly in advance on the usual quarter
                                            days.

9.     TENANT'S PERCENTAGE:                 14.9%. It is the ratio that the net internal area
                                            of the Demised Premises bears to the net
                                            internal area of the building (Solar House)
                                            and is to be determined by the landlord's
                                            appointed surveyor in case of dispute.

10.    BREAK CLAUSE:                        None.

11.    RATES:                               Paid by Tenant.

12.    SECURITY OF TENURE:                  No

TENANT'S COVENANTS
                       
1.     RENT:                                To pay the rent on the usual quarter days
                                            without any deduction. Rent and other
                                            outgoings are payable from 1st November
                                            1996.

2.     OUTGOINGS:                           To pay all outgoings and other charges
                                            relating to the property including the Tenant's
                                            Percentage of all payments as may be
                                            assessed, charged or payable in respect of the
                                            building.
</TABLE>
                                      -1-

<PAGE>   11

<TABLE>
<S>    <C>                                  <C>
3.     SERVICE CHARGE:                      To pay the Tenant's Percentage of the cost
                                            incurred by the Landlord in providing the
                                            Services and also the Tenant's Percentage of
                                            the amount paid by the Landlord for services
                                            under the Superior Lease. Payments are
                                            subject to a cap of L 4.00 per square foot. (i.e.
                                            L 14,045 per annum). Service charge is subject
                                            to VAT.

                                            The Tenant is liable for all the costs incurred
                                            by the Landlord in lighting and cleaning the toilets
                                            on the second floor and providing hot water to them.

4.     REPAIRS AND DECORATION               The tenant is responsible for keeping the
                                            property in good and substantial repair and
                                            condition. In addition the tenant is
                                            responsible for redecorating the Property in
                                            the last 6 months of the term.  However there
                                            is no obligation to replace ceiling tiles or the
                                            carpet.

5.     ALTERNATIONS/IMPROVEMENTS            Alterations or additions to the property are
                                            prohibited. However, the tenant may with
                                            the prior written consent of the landlord
                                            which is not to be unreasonably withheld or
                                            delayed make non structural internal
                                            alterations or additions and install internal
                                            demountable partitions.

                                            The tenant is responsible for supplying the
                                            landlord with full specifications and
                                            drawings. The landlord can withhold its
                                            consent until such time as the tenant obtains
                                            confirmation that any such proposed
                                            partitioning conforms to the requirements of
                                            local fire officers.

                                            The landlord can insist on reinstatement.
 
6.     USER:                                Only for uses within Class B1 of the Town and
                                            Country Planning (Use Classes) Order 1987.
                                            This covers (a) office use (other than for
                                            financial and professional services)
                                            (b) research and development or (c) any
                                            industrial process which can be carried out in
                                            any residential area without detriment to the
                                            amenity of that area.
</TABLE>


                                      -2-

<PAGE>   12

<TABLE>
<S>    <C>                                  <C>
7.    ALIENATION                            Any dealing with part only of the property is
                                            prohibited.

                                            Underletting of the whole is prohibited.

                                            Assignment of the whole is permitted
                                            provided that the prior written
                                            consent of the landlord is obtained
                                            (such consent not to be unreasonably
                                            withheld or delayed).

                                            The landlord can reasonably withhold its 
                                            consent if at the date of the application 
                                            the tenant is in breach of its covenants 
                                            under the lease or if the proposed assignee
                                            is not in the landlord's reasonable opinion 
                                            of sound financial standing and capable of
                                            performing the tenant's covenants under the
                                            lease or if the landlord reasonably believes 
                                            that the assignment would adversely affect 
                                            its interest in Solar House. In addition, the
                                            assignee is to be a limited company whose annual
                                            profits before tax in each of the three years 
                                            prior to the application for assignment
                                            exceeds 3 times the annual rent.

                                            The landlord can on all occasions require the
                                            tenant to guarantee the proposed assignee's 
                                            obligations and where reasonable it can request
                                            the assignee to enter into a rent deposit deed 
                                            or to provide a guarantor. 

                                            In addition a proposed assignee must enter into
                                            a direct deed of covenant with the landlord.

                                            Notice of any assignment must be given 
                                            within one calendar month.

                                            The tenant may share occupation with any 
                                            subsidiary or holding company of the tenant. 

8.     REGULATIONS:                         The tenant must observe any reasonable regulations
                                            stipulated by the landlord.

9.     SUPERIOR LEASE:                      The tenant must not do anything which might
                                            cause the landlord to be in breach of the terms
                                            of the superior lease dated 31st May 1990 and
                                            made between the Superior Landlord (1) and
                                            the Landlord (2). The form of the lease
                                            follows the superior lease and performance of
                                            the covenants in the lease will not be a breach
                                            of any covenants in the superior lease.
</TABLE>


                                      -3-

<PAGE>   13

<TABLE>
LANDLORD'S COVENANTS
<S>    <C>                                  <C>
1.     SUPERIOR LEASE                       To pay the rents reserved by the Superior
                                            Lease and to perform the lessee's covenants
                                            thereunder and to use all reasonable
                                            endeavours to procure that the superior
                                            landlord observes and performs its covenants
                                            in the Superior Lease subject to the tenant
                                            bearing the Tenant's Percentage of the
                                            landlord's costs thereby incurred.

2.     SERVICES                             To use its reasonable endeavours in an
                                            efficient manner and in accordance with the
                                            principals of good estate management unless
                                            so prevented by an event beyond its control
                                            and (subject to the tenant paying the service
                                            charge) to provide:

                                            (a)   Air conditioning. 

                                            (b)   Cold water to the toilets and
                                                  washroom facilities on the second
                                                  floor of the building and hot
                                                  water during normal office working
                                                  hours from 8.00 a.m. to 6.00 p.m.

                                            (c)   To keep the halls and passages leading
                                                  to the demised premises and toilet and
                                                  washroom facilities on the second floor 
                                                  of the building reasonably clean and lit 
                                                  during normal office working hours.

                                            (d)   To keep the conducting media within
                                                  the building in good and substantial
                                                  repair.
                                             
3.     SUPERIOR LEASE SERVICE CHARGE        The landlord is obliged to supply to the tenant
       ACCOUNTS                             within fourteen days of receiving the same
                                            copies of such accounts together with copies
                                            of any written estimates.

4      SERVICE CHARGE ACCOUNTS              The landlord is obliged to and to make
                                            available any receipts and vouchers for
                                            inspection and to provide accounts for each
                                            service charge year.

INSURANCE                                   The superior landlord is obliged to insure the
                                            building and the tenant is liable to repay to
                                            the landlord the Tenant's Percentage of the cost.
</TABLE>
                                           
                                            
                                      -4-


<PAGE>   14

<TABLE>
<S>                                         <C>
                                            The landlord is obliged to insure plate glass within
                                            the building and again the tenant is obliged to pay
                                            to the landlord the Tenant's Percentage of the cost.
                                            
                                            If the property or any part or access to it is damaged
                                            or destroyed by an insured risk and the superior
                                            landlord's insurance policy has not been vitiated 
                                            the rent is suspended until the damage is remedied or the
                                            end of the lease whichever is the sooner.
                                           
                                            If insurance money is refused due to an act or default of
                                            the tenant the tenant is responsible for repaying to the
                                            landlord the cost (or a fair proportion as the
                                            case may be) of rebuilding and reinstating the building.
                                             
RE-ENTRY                                    (a)    If the rent is unpaid for 21 days; or

                                            (b)    any of the tenant's covenants are not
                                                   performed; or

                                            (c)    there is an insolvency event (as
                                                   defined on page 49 of the lease); or

                                            (d)    the tenant's re-registers with unlimited
                                                   liability or reduces its capital or is
                                                   struck off the register of companies; or

                                            (e)    distress is levied on any of the tenant's
                                                   goods at the property; or

                                            (f)    either of (c) or (d) happen in relation to
                                                   a surety

                                                   then the landlord can lawfully re-enter
                                                   the property.

SERVICES UNDER SUPERIOR LEASE               (a)    To light, clean, drain, repair and
                                                   maintain in good condition and free
                                                   from rubbish and litter and from time
                                                   to time resurface or renew the common
                                                   areas and all roads, footpaths, lawns,
                                                   trees, gardens and landscaped amenity
                                                   areas.

                                            (b)    To clean, repair and maintain in good
                                                   working order all conducting media that
                                                   are laid from time to time under the common
                                                   areas.
</TABLE>
                                           

                                      -5-

<PAGE>   15

<TABLE>
<S>                                         <C>
                                            (c)    To pay all outgoings in respect of the common
                                                   areas.

                                            (d)    To insure the common areas.

                                            (e)    To manage the common areas.

                                            The Tenant is responsible for paying the Tenant's
                                            Percentage of the costs to the Landlord for such items.
                                            

                         
SERVICES UNDER THE LEASE                    (a)    Provision of air conditioning in the building.
                                                                                                            
                                            (b)    Keeping halls and passages in the building clean and lit.                     

                                            (c)    Repairing, maintaining, renewing and cleaning
                                                   the conducting media within the building and
                                                   the plant within the building.
                                                                        
                                            (d)    Providing security.

                                            (e)    Insurance which the landlord may reasonably deem
                                                   prudent in connection with any services.
                                                  
                                            (f)    Employing agent's contractors etc.

                                            (g)    Procuring the supply of gas, water and
                                                   electricity for the use of air conditioning
                                                   and central heating.

                                            (h)    providing hot and cold water to the water outlets
                                                   in the Building.

  RIGHTS AND RESERVATIONS                   1.     Rights

                                            (a)    to use the car parking spaces shown edged green
                                                   on the plan numbered 2 annexed to this report or
                                                   such other spaces that the landlord may be allocated
                                                   under the Headlease.     
                                                                            
                                            (b)    to use the entrance halls and passages within
                                                   the Building and also the toilets and washroom
                                                   facilities on the first and second floors. 
                                                     
                                            (c)    right of passage of services through the
                                                   conducting media within the Building and
                                                   Common Areas.
</TABLE>


                                      -6-

<PAGE>   16

<TABLE>
<S>                                         <C>
                                            (d)    right of support.

                                            (e)    right to use Common Areas.

                                            2.     Reservations

                                            (a)    support.

                                            (b)    right of passage of services through
                                                   the conducting media within the property.
                                           
                                            (c)    right to alter any other property of the
                                                   Landlord.

                                            (d)    rights of entry upon the property for the purposes
                                                   mentioned in the lease.

DEMISED PREMISES                            A full definition is provided on the first schedule to
                                            the lease. It is recommended that this is read carefully.
                                            You will note that the demised premises comprise the second
                                            floor and the internal finishes but not the main structure.
</TABLE>
                                          
                                      -7-

<PAGE>   17




                        DATED                          1996
                        -----------------------------------

                         (1)     SEAGATE TECHNOLOGY INC.

                         (2)     INNOVEX HOLDINGS LIMITED





                 ---------------------------------------------
                   Counterpart

                                   UNDERLEASE

                           relating to second floor of
                          Solar House, Fieldhouse Lane,
                             Marlow, Buckinghamshire

                     Term:  Commencing on 1st November 1996 
                            expiring on 31 October 1999

                     Rent:  L 92,300 pa
                 ---------------------------------------------

 
                                Baker & McKenzie
                             100 New Bridge Street
                                 London EC4V 6JA

                               Tel: 0171-919 1000
                               Fax: 0171-919 1999

                                  Ref: MDS/JFM

<PAGE>   18

                                   CONTENTS
<TABLE>
<CAPTION>
Clause                                                                         Page
------                                                                         ----

<S>                                                                              <C>
1.   Preliminary .................................................................1

     1.1      Definitions ........................................................1
     1.2      Gender .............................................................5
     1.3      Number..............................................................5
     1.4      Obligations ........................................................5
     1.5      Statutory References ...............................................5
     1.6      Covenants by the Tenant ............................................5
            
2.   Demise Habendum and Reddendum ...............................................6

3.   Tenant's Covenants ..........................................................7

     3.1      Pay Rents ..........................................................7
     3.2      Discharge Outgoings and Pay for Services ...........................8
     3.3      Value Added Tax ...................................................11
     3.4      Observance of Statutory Requirements ..............................12
     3.5      Fire Precautions ..................................................13
     3.6      Repair ............................................................13
     3.7      Decoration and Maintenance ........................................14
     3.8      Rubbish and Appearance ............................................16
     3.9      Matters Prejudicial to the Demised Premises .......................17
     3.10     Improvements and Alterations ......................................19
     3.11     Signs and Erections ...............................................21
     3.12     Planning ..........................................................21
     3.13     Inspection and Remedial Works .....................................24
     3.14     User ..............................................................26
     3.15     Assignment and Underletting .......................................27
     3.16     Facilitate Landlord's Dealings with the Demised Premises ..........33
     3.17     Landlord's Access to the Demised Premises .........................34
     3.18     Provision of Information to the Landlord ..........................35
     3.19     Payment of Fees and Expenses ......................................36
     3.20     Substitution of Surety ............................................37
     3.21     Indemnities .......................................................38
     3.22     Yield Up ..........................................................40
     3.23     Regulations .......................................................41
     3.24     Superior Lease ....................................................41
        
4.   Landlord's Covenants .......................................................41

     4.1      Quiet enjoyment ...................................................41
</TABLE>
<PAGE>   19

<TABLE>
<S>                                                                              <C>
5.   Insurance ..................................................................45

     5.1 Information regarding cover ............................................45
     5.2 Suspension of Rent on Occurrence of Insured Risk .......................45
     5.3 Access for reinstatement ...............................................46
     5.4 Tenant not to Prejudice Insurance ......................................46
     5.5 Re-building if Insurance Money Irrecoverable ...........................46
     5.6 Tenant's User and Insurance - To Pay Costs .............................47
     5.8 Tenant's Insurances ....................................................48

6.   No Liability ...............................................................48

7.   Provisos ...................................................................48

     7.1 Re-Entry ...............................................................49
     7.2 Distress ...............................................................51
     7.3 Formal Licences ........................................................51
     7.4 Resolution of Differences ..............................................52
     7.6 Tenant's Goods Left in Premises ........................................52
     7.7 Service of Notices .....................................................53
     7.8 Exclusion of Implied Easements .........................................53
     7.9 Superior leases ........................................................53
     7.11 No Warranty as to Permitted Use .......................................54
     7.12 Denial of Waiver ......................................................54
     7.13 Exclusion of set off ..................................................55
     7.14 Rights of Access ......................................................55
     7.15 Consents and Approvals ................................................55
     7.16 Exclusion of Landlord and Tenant Act 1954 .............................55

8.   Surety Covenants ...........................................................56

9.   Jurisdiction ...............................................................56
        
THE FIRST SCHEDULE ..............................................................56
     The Demised Premises .......................................................56

THE SECOND SCHEDULE .............................................................57
     Rights included in the Demise ..............................................57

THE THIRD SCHEDULE ..............................................................59
     Part I .....................................................................59
     Part 11 ....................................................................60

THE FOURTH SCHEDULE .............................................................60
     The Surety's Covenants .....................................................60
</TABLE>

<PAGE>   20

THIS UNDERLEASE is made the         day of                   One thousand nine
hundred and ninety-six

BETWEEN:

(1)  SEAGATE TECHNOLOGY INC. of 920 Disc Drive, Scotts Valley, California
     95066-4544 ("the Landlord" which expression includes the person for the
     time being entitled to the reversion immediately expectant on the
     determination of the Term)

2)   INNOVEX HOLDINGS LIMITED whose registered office is at Innovex House,
     Marlow Park, Buckinghamshire SL7 1TB ("the Tenant" which expression
     includes its successor or successors in title and permitted assigns)

WITNESSETH as follows:

1.   PRELIMINARY


1.1  Definitions


     In these presents:


     "Building"               means the building situate at and known as Solar
                              House Fieldhouse Lane Marlow Buckinghamshire shown
                              for the purposes of identification only edged red
                              on the plan annexed hereto marked "Plan 2";

"the Carparking Spaces"       means those fourteen carparking spaces which are 
                              for the purposes of identification only shown 
                              edged green on the plan annexed hereto marked 
                              "Plan 1" or such other carparking spaces as the 
                              Landlord may designate from time to time being


                                       1

<PAGE>   21

                              either within the Estate or within the car park
                              spaces allocated to the Landlord by the Superior
                              Landlord pursuant to the Superior Lease;

"the Common Areas"            means all parts of the Estate not comprised nor 
                              intended to be comprised in any demise to tenants 
                              of the buildings constructed thereon and the use
                              whereof is intended to be common to tenants on the
                              Estate;

"the Conducting Media"        means drains sewers pipes wires and cables for the
                              passage and running of water and soil gas
                              electricity telecommunications and other 
                              electronic impulses fuel and oil;

"Demised Premises"            means (save where the context otherwise
                              requires) the whole and each and every part of
                              the premises described in the First Schedule
                              hereto and any alterations or additions to the
                              same together with the fixtures and fittings in
                              the nature of landlord's fixtures which are now
                              or at any time hereafter may be affixed to or
                              upon the said premises;

"the Estate"                  means the Superior Landlord's development situate 
                              at Fieldhouse Lane Marlow Buckinghamshire as the 
                              same is shown edged blue on the plan annexed
                              hereto marked "Plan 2";
                                         
"Interest"                    means interest (as well after as before judgment) 
                              at that rate which is 4 percentage points above
                              the base rate or its equivalent for the time being


                                       2

<PAGE>   22

                              in force of Royal Bank of Scotland plc (or if such
                              rate shall no longer be published then such rate
                              as the Landlord shall reasonably consider to be
                              comparable and an appropriate replacement for the
                              same);

"Planning Acts"               means the Town and Country Planning Acts 1971 to 
                              1990 the Town and Country Planning (Amendment) Act
                              1977 the Local Government Planning and Land Act 
                              1980 the Local Government and Planning (Amendment)
                              Act 1981 the Local Government (Miscellaneous 
                              Provisions) Act 1982 and every other statute for 
                              the time being in force amending or replacing the 
                              same or dealing with planning or related matters 
                              or otherwise of a similar nature and every 
                              regulation order direction plan instrument
                              permission or ruling made or issued under or
                              deriving validity from any of the same;

"the Plant"                   means all plant and machinery now in or serving 
                              the Building (other than tenant's trade plant and 
                              machinery) including (without prejudice to the 
                              generality of the foregoing) all lifts and lift 
                              machinery all air conditioning heating and
                              ventilation plant and machinery all sprinklers and
                              associated Conducting Media all window cleaning
                              plant and machinery all drinking fountains all
                              electrical systems all fire detection and fire
                              prevention systems and all control or monitoring
                              systems and installations (including in each case
                              all associated Conducting Media


                                       3

<PAGE>   23

                              whether or not exclusively serving the Demised
                              Premises) and together also with all plant and
                              machinery which may from time to time be installed
                              to replace any item of the foregoing;

"the Service Charge Cap"      means in each year of the Term the amount of 
                              L 16,052 (sixteen thousand and fifty-two 
                              pounds) being the maximum amount of service
                              charge which may be charged to the Tenant in any
                              twelve month period;

"the Superior Landlord"       means Amec Properties Limited or its successor in
                              title for the time being entitled to the reversion
                              immediately expectant upon the determination of 
                              the Superior Lease;

"the Superior Lease"          means the superior lease of the Building dated the
                              31st day of May 1990 and made between the Superior
                              Landlord (1) and the Landlord (2);

"the Surveyor"                means a chartered surveyor appointed by the
                              Landlord from time to time for the purposes of
                              these presents;

"the Tenant's Percentage"     means the percentage attributable to the Demised
                              Premises according to the ratio which the net
                              internal area of the Demised Premises bears to
                              the net internal area of the Building such
                              percentage being 14.9% at the date hereof and
                              to be determined by the Surveyor in the event of
                              a dispute;


                                       4

<PAGE>   24

"Term"                        means the term hereby granted;

"these presents"              means this Lease as from time to time amended
                              and any licence consent approval or other deed
                              or document supplemental hereto.

1.2  Gender

     Each gender includes each other gender

1.3  Number

     Words importing the singular include the plural and vice versa

1.4  Obligations

     For so long as there are two or more persons included in the expressions
     "the Landlord ", "the Tenant" or "the Surety" covenants contained in these
     presents which are expressed to be made by or with such party shall be
     deemed to be made by or with such persons jointly and severally

1.5  Statutory References

     (Whether to a specific statute or to statutes generally) shall include any
     modification or re-enactment thereof for the time being in force and all
     instruments orders plans regulations permissions and directions for the
     time being issued or given thereunder or deriving validity therefrom

1.6  Covenants by the Tenant

     Not to do or omit any act or thing shall include an obligation not to
     permit cause or suffer such act or thing to be done or omitted by any other
     person


                                       5

<PAGE>   25

2.   DEMISE HABENDUM AND REDDENDUM

In consideration of the rents hereby reserved and of the covenants by the Tenant
hereinafter contained the Landlord hereby demises unto the Tenant ALL THOSE the
Demised Premises TOGETHER WITH the rights set out in the Second Schedule hereto
EXCEPTING AND RESERVING unto the Landlord and persons authorised by it from time
to time and all others entitled to the like rights the rights specified in Part
1 of the Third Schedule hereto and subject to all rights easements
quasi-easements grants and wayleaves to which the Demised Premises are or may be
subject and as mentioned in Part II of the Third Schedule hereto TO HOLD the
same UNTO the Tenant for a term commencing on 1st November 1996 and expiring on
31st October 1999 YIELDING AND PAYING therefor to the Landlord by bankers
standing order (if required) to an account specified by the Landlord:

FIRST the rent (exclusive of value added tax) and so in proportion for any
period less than a year of L 92,300 (ninety-two thousand three hundred
pounds) per annum such rent to be paid quarterly in advance on the usual quarter
days in each year and in each case without any deduction counterclaim or set-off
whatsoever but with the first payment of rent in respect of the period from 1st
November 1996 up to but not including the quarter day next following to be paid
on the date hereof

SECOND by way of further or additional rent payable throughout the Term on
demand:

(a)  an amount or amounts equal to the Tenant's Percentage of the aggregate of
     all sums payable (whether incurred or to be incurred) by the Landlord to
     the Superior Landlord in respect of the rent secondly reserved by the
     Superior Lease and

(b)  an amount or amounts equal to the Tenant's Percentage of the aggregate of
     all sums payable (whether incurred or to be incurred) by the Landlord
     pursuant to clause 5.3 of the Superior Lease;

THIRD by way of further or additional rent payable on demand an amount or
amounts equal to the Tenant's Percentage of the aggregate of all sums payable
(whether incurred or to be


                                       6

<PAGE>   26

incurred during the Term) by the Landlord to the Superior Landlord under Clause
7 of the Superior Lease;

FOURTH by way of further or additional rent the sums payable by the Tenant under
sub-clauses 3.2.1.(b), 3.2.2., 3.6.2. and 3.7.6. hereof; and

Provided that the Tenant shall not be liable for paying to the Landlord any rent
secondly thirdly or fourthly reserved more than 7 days before the Landlord is
obliged to pay such sums.

FIFTH by way of further or additional rent payable on demand but without
prejudice to any other right remedy or power herein contained or otherwise
available to the Landlord such sum or sums as shall equal Interest upon rents or
other sums payable by the Tenant to the Landlord pursuant to these presents
which shall have become due but remain unpaid for more than:

(a)  seven days (in all cases except the rent first reserved herein)

(b)  one day (in the case of the rent first reserved herein)

after the date such rents or other sums are due

3.   TENANT'S COVENANTS

The Tenant hereby covenants with the Landlord that it will:

3.1  Pay Rents

     Pay the rents sums and payments at the times and in the manner at and in
     which the same are hereinbefore reserved and made payable without any
     deduction (except as required by law) and not to exercise or seek to
     exercise any right or claim to withhold rent or any right or claim to legal
     or equitable set off in relation to


                                       7
<PAGE>   27

     withholding such rent sums and payment

3.2  Discharge Outgoings and Pay for Services

3.2.1       DISCHARGE OUTGOINGS

            Pay and discharge and indemnify the Landlord against:

            (a)         all rates taxes duties charges assessments impositions
                        and outgoings whatsoever whether parliamentary parochial
                        local or of any other description and whether capital or
                        non-recurring and even if of a wholly novel nature which
                        are now or may at any time hereafter be taxed assessed
                        charged or imposed upon or payable in respect of the
                        Demised Premises or on the owners or occupiers in
                        respect thereof;

            (b)         (i)        the Tenant's Percentage of all sums payable
                                   (whether incurred or to be incurred during
                                   the Term) by the Landlord pursuant to
                                   sub-clause 3.2(b) of the Superior Lease;

                       (ii)        the Tenant's Percentage of any rates taxes
                                   duties charges assessments impositions and
                                   outgoings of the nature hereinbefore
                                   mentioned which are now or may at any time
                                   hereafter be taxed assessed charged or
                                   imposed upon or payable in respect of the
                                   whole of the Building (or on the owners or
                                   occupiers in respect of the same;

            (c)         any rates payable by the Landlord relating to the
                        Demised Premises because of loss of rating relief
                        applicable to empty premises suffered by it after the
                        end of the Term by reason of such relief being allowed
                        to the Tenant in respect of any period


                                       8

<PAGE>   28

                        before the end of the Term;

            (d)         all charges for electricity water and gas supplied to or
                        consumed in the Demised Premises and the meter rents in
                        connection therewith and all telephone and other
                        communications charges in respect of the Demised
                        Premises and all other charges whatsoever for or in
                        respect of any service whatsoever to or for or used in
                        the Demised Premises

3.2.2  PAY FOR SERVICES

            To pay to the Landlord on demand (but subject always to the Service
            Charge Cap) an amount or amounts equal to the Tenant's Percentage of
            the costs expenses and outgoings reasonably incurred by the Landlord
            in:

            (a)         providing air-conditioning to the Building including the
                        cost of maintenance repairs or replacement of the
                        air-conditioning system presently installed in the
                        Building

            (b)         providing or procuring the provision of hot and cold
                        water to the water outlets situate in the Building

            (c)         keeping the halls and passages in the Building clean and
                        lit

            (d)         repairing maintaining renewing and cleaning of the
                        Conducting Media over under or within the Building which
                        are used by the Demised Premises in common with other
                        parts of the Building

            (e)         repairing maintaining renewing and cleaning such of the
                        Plant in the Building which is used in the provision of
                        services to the Tenant hereunder


                                       9

<PAGE>   29

            (f)         repairing maintaining renewing and cleaning any matter
                        or thing or providing any other service the use of which
                        is enjoyed by the Tenant in common with the landlord or
                        any other occupiers of the Building and the payment for
                        which is not specifically provided for in any other
                        provision of this Underlease Provided that this
                        sub-clause (f) shall not include any repairing
                        maintaining or renewing of the structural parts load
                        bearing parts framework foundations and joists of the
                        Building

            (g)         providing security for the Building

            (h)         insuring against any claim or liability which the
                        Landlord may reasonably deem prudent including without
                        limitation any which may arise in relation to or from
                        any services provided or the provision of which is
                        procured by the Landlord and Landlord's employees third
                        party occupiers and public liability in connection with
                        the parts of the Building which are not and are not
                        intended to be used as offices including the halls
                        passages staircases reception and toilet accommodation
                        in the Building

            (i)         employing such agents contractors and other persons and
                        effecting such maintenance contracts as the Landlord may
                        deem expedient in connection with the provision of
                        services and other matters referred to in sub-clause
                        3.2.2 hereof

            (j)         procuring a supply of electricity water and gas
                        (including metered charges) for the use of the
                        air-conditioning and central heating plant the lifts the
                        stairwell lighting the reception area lighting and the
                        toilet lighting in the Building and the external
                        lighting equipment for the car park which is in the
                        curtilage of the Building and any other matter or thing
                        the use of which is either enjoyed by the Tenant in
                        common with the Landlord and/or which


                                       10

<PAGE>   30

                        is not (in the case of electricity or gas) recorded on
                        any of the meters for a particular floor in the Building

3.2.3       To pay to the Landlord on demand a fair proportion (according to
            user) of the costs expenses and outgoings reasonably incurred by
            the Landlord in:

            (a)         providing or procuring the provision of hot and cold
                        water to the toilets and washroom facilities and the
                        water outlets situate on the first and second floor of
                        the Building

            (b)         keeping the washroom facilities on the first and second
                        floors clean and lit

            PROVIDED THAT nothing in this sub-clause 3.2 shall oblige the Tenant
            to pay or indemnify the Landlord against any tax assessed or charged
            upon any dealing with the reversion expectant hereon or on the rents
            hereby reserved (other than Value Added Tax subject to the
            provisions of clause 3.3 hereof if charged by the Landlord on the
            rents hereby reserved)

3.3         Value Added Tax

            In addition to the rents fees and other payments of whatsoever
            nature which are or shall be reserved or which are or may become
            payable pursuant to the provisions of these presents by or on behalf
            of the Tenant to the Landlord or any person acting on its behalf the
            Tenant shall pay by way of further and additional rent to the
            Landlord or any such person Value Added Tax at the appropriate rate
            which is or may at any time hereafter become payable in respect of
            such payment or the supply to which it relates (including without
            limitation where the Tenant reimburses the Landlord for payments and
            such taxation (hereon made by the Landlord save to the extent that
            any Value Added Tax is recoverable by the Landlord as an input) and
            to indemnify the Landlord against the same


                                       11

<PAGE>   31

3.4         Observance of Statutory Requirements

            In relation to any and every statute and other obligation for the
            time being having the force of law (including without limitation the
            requirements of any government department local authority or other
            public authority or duly authorised officer or court of competent
            jurisdiction acting under or in pursuance of the same):

            (a)         observe and comply in all respects with the provisions
                        and requirements of the same so far as they relate to or
                        affect the Demised Premises or any part thereof or the
                        user thereof or the employment therein of any person or
                        persons whether by the Landlord or Tenant or owner or
                        occupier thereof;

            (b)         execute all works and provide and maintain all
                        arrangements which by or under the same are or may be
                        directed or required to be executed provided and
                        maintained (whether by the Landlord or Tenant or owner
                        or occupier thereof) at any time during the Term upon or
                        in respect of the Demised Premises or any part thereof
                        or in respect of any user thereof or employment therein
                        of any person or persons

            (c)         indemnify the Landlord at all times against all costs
                        charges and expenses of or incidental to the execution
                        of any works or the provision or maintenance of any
                        arrangements so directed or required as aforesaid;

            (d)         not at any time during the Term do on or about the
                        Demised Premises any act or thing by reason of which the
                        Landlord may under any statute incur or have imposed
                        upon the Landlord or become liable to pay any penalty
                        damages compensation cost charge or expense


                                       12

<PAGE>   32

3.5    Fire Precautions

3.5.1       COMPLIANCE WITH RECOMMENDATIONS

            Without limiting the preceding sub-clause comply at all times with
            all recommendations from time to time of the appropriate authorities
            and with all reasonable recommendations from time to time of any
            insurer of the Demised Premises in relation to fire precautions
            affecting the Demised Premises and keep and maintain sufficient fire
            fighting and extinguishing apparatus in and about the Demised
            Premises installed in compliance with such recommendations and with
            any legal requirements and open to inspection and maintained to the
            reasonable satisfaction of the Landlord and not to obstruct the
            access to or means of working of the same

3.5.2       NOT OBSTRUCT ESCAPES

            Not at any time obstruct any fire escape doors corridors stairs or
            other equipment facilities or arrangements upon or in the Demised
            Premises

3.6    Repair

3.6.1       SOLE OBLIGATIONS

            To keep the Demised Premises in good and substantial repair and
            condition and properly maintained cleansed and amended in every
            respect and the Tenant hereby further agrees that the liability of
            the Tenant hereunder shall not be affected or lessened by reason of
            the age or state of dilapidation of the building or buildings or the
            fixtures fittings plant or equipment contained therein which are
            from time to time comprised in the Demised Premises (damage by any
            of the Insured Risks (as defined in the Superior Lease) excepted
            provided the policy or policies of insurance shall not have been
            vitiated or payment of any of the policy monies withheld or refused


                                       13

<PAGE>   33

            by reason of any act neglect or default of the Tenant or their
            respective employees agents or of such licensees or invitees for
            whose acts the Tenant is or ought to be responsible)

3.6.2       CONTRIBUTIONS TO REPAIRS AND COMMON PAYMENTS

            Pay to the Landlord on demand (but subject always to the Service
            Charge Cap) the Tenant's Percentage of all costs expenses and
            outgoings incurred or to be incurred by the Landlord in complying
            with the provisions of sub-clause 3.6 of the Superior Lease (save
            for repairing maintaining and renewing of the structural parts load
            bearing parts framework foundations and joists of the Building and
            save insofar as the obligations therein contained fall to be
            performed by the Tenant in relation to the Demised Premises under
            the covenants on its part herein contained) and to keep the Landlord
            indemnified against such costs expenses and outgoings

3.7    Decoration and Maintenance

3.7.1       DECORATION

            During the six months immediately preceding termination of the Term
            (howsoever the same may be determined) properly prepare paint paper
            or otherwise treat as appropriate all the internal surfaces
            originally painted papered or treated and all additions thereto in
            the Demised Premises with appropriate materials and generally to
            redecorate the Demised Premises throughout restoring and making good
            the Demised Premises in accordance with good standards of
            workmanship and materials to a colour scheme previously approved in
            writing by the Landlord if different from that existing provided
            always that the Tenant will not be required to replace any ceiling
            tiles or the Carpet


                                       14

<PAGE>   34

3.7.2       CLEANING

            As often as necessary clean and treat in an appropriate manner to
            the reasonable satisfaction of the Landlord all materials surfaces
            and finishes of the Demised Premises which ought normally to be so
            cleaned and treated (including without limitation all wood plaster
            metal stonework cladding and concrete) and wash all surfaces
            requiring to be washed and keep clear all gutters drains downpipes
            and gulleys exclusively serving the Demised Premises

3.7.3       EQUIPMENT

            Keep all the equipment plant machinery apparatus and services for
            the time being exclusively serving the Demised Premises in good
            working order and properly and regularly maintained by competent and
            suitably qualified persons and operate the same properly

3.7.4       WINDOWS

            Clean the insides of the window glazing of the Demised Premises at
            least once in every month

3.7.5       GENERAL OBLIGATION

            Without limiting the foregoing obligations the Tenant shall in any
            event at all times keep the Demised Premises in every respect in
            good order well maintained tended decorated clean and tidy so as to
            be consistent with high standards of office and estate management
            and ensure the Demised Premises retain the attributes of high class
            administrative offices


                                       15

<PAGE>   35

3.7.6       CONTRIBUTIONS TO DECORATIONS AND CLEANING

            Pay to the Landlord on demand (but subject always to the Service
            Charge Cap) the Tenant's Percentage of all costs expenses and
            outgoings incurred or to be incurred by the Landlord in complying
            with the provisions of sub-clause 3.7 of the Superior Lease (save
            insofar as the obligations therein contained fall to be performed by
            the Tenant in relation to the Demised Premises under the covenants
            on its behalf however contained) and to keep the Landlord
            indemnified against such costs expenses and outgoings

3.8    Rubbish and Appearance

3.8.1       REMOVAL OF RUBBISH

            Not form any refuse dump or scrap heap on the Demised Premises or
            any part thereof but instead deposit and store all refuse rubbish
            scrap and waste material at all times in proper receptacles within
            the Demised Premises so as not to be unsightly and ensure that all
            the same is removed therefrom regularly and not less often than
            weekly

3.8.2       MAINTENANCE OF APPEARANCE

            Not bring or do upon the Demised Premises anything which is or may
            become in the reasonable opinion of the Landlord untidy unclean
            unsightly or otherwise detrimental to the amenities or appearance of
            the Demised Premises or any neighboring premises and comply
            forthwith with the requirements of any written notice given by the
            Landlord to restore the amenities or appearance of the Demised
            Premises or any neighbouring premises


                                       16

<PAGE>   36

3.8.3       GOODS OUTSIDE THE BUILDINGS

            Not place exhibit or hang any goods or articles outside the Demised
            Premises

3.9    Matters Prejudicial to the Demised Premises

3.9.1       NOT DAMAGE

            Not do or suffer on or to the Demised Premises anything which may
            prejudice damage weaken or endanger the same in any way or lessen
            their value

3.9.2       OVERLOADING

            Not place or keep in the Demised Premises any article in such
            position or in such quantity or weight or otherwise in such manner
            howsoever as to overload or cause damage to or be in the reasonable
            opinion of the Landlord likely to overload or damage the Demised
            Premises nor otherwise treat or use any part of the Demised Premises
            in such a manner as to subject them to any strain beyond that which
            they are designed to bear or otherwise to be likely to damage them
            in any respect

3.9.3       PROHIBITED EQUIPMENT

            Not instal or bring upon the Demised Premises any machinery or
            equipment which may cause a nuisance or annoyance to others or by
            vibration weight noise or otherwise be likely to damage or weaken
            the Demised Premises in any respect


                                       17

<PAGE>   37

3.9.4       DRAINAGE

            Take all such measures as may be reasonably necessary to ensure that
            any effluent or other matter discharged into or placed in the drains
            and sewers which belong to or are used for the Demised Premises
            alone or in common with other premises will not be corrosive or in
            any way harmful to the said drains or sewers or cause any
            obstruction or deposit therein

3.9.5       ELECTRICAL INSTALLATION

            Not use or treat the electrical wiring and electrical installations
            in the Demised Premises or any part thereof in such a way as to
            overload the same nor otherwise prejudice or cause damage to the
            same

3.9.6       DELETERIOUS SUBSTANCES

            Not store nor bring upon any part of the Demised Premises (including
            without limitation the car park save normal fuel in the fuel tanks
            of permitted vehicles) any petrol benzol kerosene or other highly or
            especially offensive combustible inflammable explosive radioactive
            or dangerous spirit liquor fluid or substance or any materials that
            may attack or in any way injure by percolation corrosion vibration
            or otherwise the structure of the Building except with the prior
            written consent of the Landlord and within a store properly designed
            and constructed for that purpose to the satisfaction of the Landlord
            and the storage of such substances and materials and their use
            within the Demised Premises shall in all respects be in accordance
            with all general or local statutes and any local regulation or
            byelaw and any provisions of the insurance effected in respect of
            the Demised Premises


                                       18

<PAGE>   38

3.9.7       ENCROACHMENTS

            Not obstruct any of the windows or lights belonging to the Demised
            Premises and use its best endeavours to prevent any new window light
            passage drainage or other encroachment or easement being made into
            against upon or over the Demised Premises and if any encroachment or
            easement whatsoever shall be attempted to be made or acquired by any
            person or persons give notice thereof in writing to the Landlord as
            soon as reasonably practicable after the same shall come to its
            notice and at the cost of the Tenant do all such things as the
            Landlord may request or which may be proper for preventing any
            encroachment or easement being made or acquired

3.9.8       SECURITY

            Reasonably ensure that the Demised Premises are at all times secure
            against damage by vandalism and malicious damage and to comply with
            all security arrangements relating to the Building as the Landlord
            reasonably considers appropriate

3.10   Improvements and Alterations

3.10.1      ANY CHANGES

            Not to make any alteration or addition to the Demised Premises
            (whether internal external structural or otherwise) or otherwise cut
            maim or remove any of the walls ceilings roofs floors girders or
            timbers of the Demised Premises

<PAGE>   39

3.10.2 INTERNAL DEMOUNTABLE PARTITIONS

3.10.2.1    Notwithstanding the provisions of sub-clause 3.10.1 above the Tenant
            may with the prior written consent of the Landlord (which will not
            be unreasonably withheld or delayed) make non-structural internal
            alterations or additions and install internal demountable partitions
            Provided that the Tenant shall supply the Landlord with full
            specifications and scale drawings of any such proposed partitioning
            and the Landlord shall be reasonable in withholding its consent
            until such time as the Tenant obtains confirmation that any such
            proposed partitioning conforms to the requirements of the local Fire
            Officers

3.10.2.2    The Tenant may remove the existing internal demountable partitions
            at the Demised Premises provided that the Tenant does so in a
            careful and diligent manner causings as little damage as reasonably
            possible to the said partitions and provided further that the Tenant
            stores at its own cost the partitions and delivers up the partitions
            to the Landlord at the Demised Premises upon the expiry or sooner
            determination of the Term.

3.10.3      REINSTATEMENTS

            Unless otherwise requested by the Landlord to reinstate the Demised
            Premises to the condition in which they were in immediately prior to
            any permitted alterations and additions and remove any partitioning
            to the reasonable satisfaction of the Landlord at the end or sooner
            determination of the Term

                                       20


<PAGE>   40




3.10.4      NOTIFICATION OF VALUE OF ALTERATIONS

            Upon completion of any material alterations permitted hereunder
            notify the Landlord of the full reinstatement value thereof

3.10.5      WASTE

            Not commit any waste save as expressly permitted by the preceding
            sub-clause of this sub-clause 3.10

3.11   Signs and Erections

       Not exhibit on the Demised Premises (including the windows) (so as to be
       visible from the outside of the Demised Premises) any aerial antennae
       mast wire dish flagpole sign signboard advertisement hoarding fascia
       placard bill notice poster symbol sticker or other notification
       whatsoever save with the prior written consent of the Landlord which
       shall not be unreasonably withheld or delayed in addition to any
       permission required by statute and maintain to the reasonable
       satisfaction of the Landlord any of the same which are so approved and in
       the event Landlord's consent is given for the same to remove any such
       signs at the end or sooner determination of the Term and make good any
       damage done to the Demised Premises to the reasonable satisfaction of the
       Landlord

3.12   Planning

3.12.1      NOT BREACH THE PLANNING ACTS

            Not at any time during the Term do or omit anything on or in
            connection with the Demised Premises the doing or omission of which
            contravenes the Planning Acts or any licences consents permissions
            approvals and conditions (if any) granted or imposed thereunder or
            under any enactment repealed thereby and indemnify the Landlord
            against all actions proceedings


                                       21

<PAGE>   41


            damages penalties costs charges claims and demands in respect of any
            such acts and omissions

3.12.2      APPROVAL OF APPLICATIONS

            Not enter into any agreement with the planning authority nor make
            any application for planning permission to develop including change
            of use of the Demised Premises without the prior written consent of
            the Landlord and not submit such application to the planning
            authority unless and until the form and wording of the application
            has been approved in writing by the Landlord and subject thereto any
            application shall be made forthwith at the cost of the Tenant and
            (if requested) in the name of the Landlord and all other persons (if
            any) interested in the Demised Premises

3.12.3      COPY PLANNING DECISIONS

            Give to the Landlord immediately upon receiving the same a copy of
            every licence consent permission approval and other decision by any
            planning authority whether granted or refused

3.12.4      CONDITIONAL GRANTS

            If the planning authority indicates its willingness to grant any
            desired licence consent permission or approval only with
            modifications or subject to conditions not effect such modifications
            or conditions without the prior written consent of the Landlord and
            give to the Landlord forthwith full particulars of such
            modifications or conditions

3.12.5      OBSERVANCE OF CONDITIONS

            Observe and perform all conditions attached to any planning
            permission and keep the Landlord fully and effectually indemnified
            against all actions

                                       22


<PAGE>   42


            proceedings damages penalties costs charges claims and demands
            whatsoever in respect of the costs of the said application and works
            and things done in pursuance of the said planning permission and in
            respect of all breaches (if any) of the said conditions and every
            part thereof respectively and (without limiting the foregoing)
            unless the Landlord otherwise directs carry out during the Term all
            works required to be carried out by a date after its termination as
            a condition of any planning consent granted during the Term for
            development commenced during the Term

3.12.6      NOTIFY LANDLORD OF PLANNING COMMUNICATIONS

            Give notice forthwith to the Landlord of any notice order or
            proposal for a notice or order served on the Tenant under the
            Planning Acts and if so required by the Landlord at the Landlord's
            cost produce or join in making such objections or representations in
            respect of any proposal as the Landlord may reasonably require

3.12.7      COMPLIANCE WITH PLANNING REQUIREMENTS

            Promptly comply at the Tenant's own cost with any notice or order
            served under the provisions of the Planning Acts on the Landlord or
            the Tenant relating to the Demised Premises except any such that
            result from any action or application of or by the Landlord or its
            predecessor or predecessors

3.12.8      PLANNING COMPENSATION

            If the Tenant receives any compensation with respect to its interest
            hereunder because of revocation or modification of a planning
            permission or of any restriction placed upon the user of the Demised
            Premises under or by virtue of the Planning Acts then upon the
            termination of the Term in
                                       

                                       23


<PAGE>   43


            any manner the Tenant shall forthwith make such provision as is just
            and equitable for the Landlord to receive a due proportion of such
            compensation Any dispute as to the proportion payable to the
            Landlord shall be determined in accordance with sub-clause 7.4

3.12.9      NOT PRECIPITATE COMPULSORY PURCHASE ORDER

            Not make any application or do any act which may give rise to a
            proposal or cause to be served an order for the compulsory
            acquisition of the Demised Premises or any part thereof

3.12.10     RESTRICTION ON PLANNING APPLICATIONS AND DEVELOPMENT

            Not make any application for planning permission in respect of the
            Demised Premises or any part thereof nor carry out any development
            or other works whatsoever at the Demised Premises or any part
            thereof if the making of such application for planning permission or
            the grant of a planning permission pursuant thereto or the carrying
            out of such development or other works would give rise to any tax
            charge or other levy payable by the Landlord or any Superior
            Landlord

3.13   Inspection and Remedial Works

3.13.1      PERMIT INSPECTION

            Permit the Landlord or the Landlord's agents and any Superior
            Landlord or any Superior Landlord's agents or such workmen as may be
            authorised by them upon reasonable prior written notice except in
            the case of emergency at reasonable times and as often as may be
            necessary to enter into and upon the Demised Premises and examine
            the state of repair and condition of the same


                                       24

<PAGE>   44


3.13.2      OPENING-UP AND TEST

            In any examination pursuant to sub-clause 3.13.1 the Landlord or any
            Superior Landlord may cause parts of the Demised Premises to be
            opened up or tested or subjected to other works and if any defect or
            breach of covenant is thereby revealed (or the extent of any defect
            or breach established) the Tenant shall make good any damage caused
            by such opening up tests or other works at its own expense but
            otherwise the Landlord shall make good the same

3.13.3      REMEDIAL WORKS

            Within six weeks (or sooner if requisite) after notice in writing to
            the Tenant by the Landlord of any defects wants of reparation
            maintenance decoration renewals or replacements for which the Tenant
            is liable under these presents and any other matters found on such
            examination to be in breach of the covenants by the Tenant in these
            presents the Tenant shall commence and proceed diligently to repair
            and make good maintain decorate or renew and replace the same as the
            case may be or (in the case of items existing in breach of covenant)
            remove the same or otherwise rectify the breach in a good and proper
            manner in all respects to the reasonable satisfaction of the
            Landlord and will complete all such works as soon as practicable and
            in any event within three months of such notice according to such
            notice and the covenants in that behalf hereinbefore contained

3.13.4      DEFAULT BY TENANT

            If the Tenant defaults in performing its obligations under
            sub-clause 3.13.3 it shall be lawful but not obligatory for the
            workmen or others to be employed by the Landlord to enter upon the
            Demised Premises and carry out the works required by the notice and
            all expenses properly incurred
                                       
                                       25



<PAGE>   45


            thereby shall be paid on demand by the Tenant to the Landlord and if
            not so paid shall be recoverable by the Landlord as liquidated
            damages together with Interest thereon from the date of demand until
            the date of actual payment (both dates inclusive) AND the Tenant
            hereby irrevocably appoints the Landlord to be the agent of the
            Tenant throughout the Term (but without liability to account) for
            the purpose of entering on inspecting and viewing any parts of the
            Demised Premises not at the time of such inspection in the
            occupation of the Tenant

3.14   User

3.14.1      PERMITTED USER

            Not to use the Demised Premises or any part thereof or permit the
            same to be used except solely for uses within Class B.1 of the
            Schedule to the Town & Country Planning (Use Classes) Order 1987 as
            enacted at the date hereof

3.14.2      PROHIBITED ACTIVITIES

            Not use the Demised Premises or any part thereof for any illegal
            immoral noisy noxious offensive or dangerous purpose nor for any
            sale by auction public exhibition show or political meeting nor do
            or allow to remain upon the Demised Premises anything which may
            reasonably be considered to be an annoyance nuisance disturbance
            damage or otherwise to the detriment of the Landlord or the owners
            or occupiers of any adjoining or neighbouring premises

3.14.3      ELECTRONIC EQUIPMENT

            Not use any radio electric or electronic equipment in the Demised
            Premises in such manner or condition as to cause electric electronic
            or other

                                       26


<PAGE>   46


            interference to adjoining or neighbouring premises or equipment
            owned or operated therein

3.14.4      MUSICAL INSTRUMENTS

            Not use any musical instruments radio sets television sets tape
            recorders or record players or other audio equipment in the Demised
            Premises so as to be audible from outside the Demised Premises

3.14.5      PARKING SPACES

            Use the Carparking Spaces of which the Tenant is granted the use
            solely for the parking of private motor cars for the benefit of
            persons occupying or visiting the Demised Premises and in particular
            but without limitation not to permit washing maintenance or (save in
            emergency to vehicles brought onto the Demised Premises for a
            purpose permitted by this sub clause other than the execution of
            such work) repair work to or upon motor vehicles and not burn or
            store rubbish or other material thereon

3.14.6      RESIDENTIAL PURPOSES

            Not use the Demised Premises or any part thereof as sleeping
            accommodation or for residential purposes

3.15   Assignment and Underletting

3.15.1      DEALINGS WITH PART

            Not assign mortgage charge underlet or part with or share the
            possession or occupation of part only of the Demised Premises or
            suffer any person or company to occupy or share the occupation of
            any part of the Demised Premises whether as a licensee or otherwise
            or grant or allow any rights

                                       27


<PAGE>   47


            over the same same as permitted by clause 3.15.8

3.15.2      DEALINGS WITH WHOLE

            Not mortgage charge underlet or part with or share possession of the
            whole of the Demised Premises or suffer any person or company to
            occupy or share the occupation of the whole of the Demised Premises
            whether as a licencee or otherwise or grant or allow any rights over
            the same in accordance with the remainder of this clause

3.15.3      ASSIGNMENT

            3.15.3.1    Not to assign the whole of the Demised Premises without
                        first obtaining the prior written consent of the
                        Landlord (which shall not be unreasonably withheld or
                        delayed) and the Landlord and the Tenant agree that for
                        the purpose of Section 19(1)(A) of the Landlord & Tenant
                        Act 1927 the Landlord may (without prejudice to the
                        rights of the Landlord to refuse consent on any other
                        reasonable ground) withhold consent to an assignment if
                        any of the following circumstances exist at the date of
                        the application for consent:

                        3.15.3.1.1  there is in the reasonable opinion of the
                                    Landlord a substantial breach of any of the
                                    Tenant's covenants in this Lease

                        3.15.3.1.2  the proposed assignee is not an Acceptable
                                    Assignee and for the purposes of this
                                    paragraph an Acceptable Assignee shall be a
                                    person who in the reasonable opinion of the

                                       28


<PAGE>   48


                                    Landlord will be a respectable and
                                    responsible tenant and

                                    --          is of sound financial standing
                                                and capable of performing the
                                                Tenant's covenants in this Lease
                                                throughout the residue of the
                                                Term

                                    --          is a limited liability Company
                                                whose annual profits before tax
                                                in each of the three completed
                                                financial years preceding the
                                                date of the application for the
                                                consent to assignment (as
                                                evidenced by properly audited
                                                accounts) exceed an amount equal
                                                to three times the yearly rent
                                                payable in accordance with this
                                                Lease

                         3.15.3.1.3 in the reasonable opinion of the Landlord
                                    the effect of the proposed assignment 
                                    would be to diminish or adversely affect 
                                    the value of the Landlord's interest in 
                                    the Demised Premises

                3.15.3.2 Prior to an assignment the Landlord may require:

                         3.15.3.2.1 on or before completion of any

                                       29


<PAGE>   49


                                                assignment the Tenant to enter
                                                into an authorised guarantee
                                                agreement in a form form
                                                reasonably required by the
                                                Landlord; or

                                    3.15.3.2.2  if the Landlord shall so
                                                reasonably require on or before
                                                completion of the assignment to
                                                it the assignee to deposit 
                                                with the Landlord an amount
                                                equal to the yearly rent for six
                                                months payable at the date of
                                                the assignment as security for
                                                the performance of the Tenant's
                                                covenants in this Lease; or

                                    3.15.3.2.3  on or before completion of the
                                                assignment if the Landlord shall
                                                reasonably so require the
                                                assignee to procure an
                                                acceptable guarantor or
                                                guarantors who shall execute and
                                                deliver to the Landlord a deed
                                                containing direct covenants by
                                                such guarantor (or if more than
                                                one such guarantor joint and
                                                several covenants) with the
                                                Landlord in the terms contained
                                                in clause 8 herein

                        3.15.3.3    Within 21 days of:

                                    3.15.3.3.1  the death during the Term of any
                                                person who has or shall have
                                                guaranteed to the Landlord the
                                                payment to the Landlord of the
                                                rents and the

                                       30


<PAGE>   50


                                                observance and performance of
                                                the covenants on the part of the
                                                Tenant herein contained or

                                    3.15.3.3.2  a person or body (as the case
                                                may be) who has guaranteed to
                                                the Landlord as mentioned in
                                                sub-clause 3.15.3.3.1 being
                                                adjudged a bankrupt or (being
                                                a company) going into
                                                liquidation (other than a
                                                voluntary liquidation for the
                                                purposes of amalgamation or
                                                reconstruction of a solvent
                                                company in respect of which the
                                                Landlord's consent has first
                                                been obtained such consent not
                                                to be unreasonably withheld) or
                                                a Receiver Administrator
                                                Administrative Receiver or other
                                                encumbrancer taking possession
                                                of or being appointed in respect
                                                of the whole or any part of such
                                                person or body's assets or such
                                                person or body making any
                                                arrangement with creditors for
                                                the liquidation of his or its
                                                debts by composition composition
                                                or otherwise or any voluntary
                                                arrangement as defined in the
                                                Insolvency Act 1986 or ceasing
                                                or threatening to cease to carry
                                                on his or its business as a
                                                whole or becoming unable to pay
                                                its debts within the meaning of
                                                Section 123 of the Insolvency
                                                Act 1986

                                       31


<PAGE>   51
                                                then to give notice thereof to
                                                the Landlord and if reasonably
                                                so required by the Landlord at
                                                the expense of the Tenant within
                                                21 days to procure some other
                                                person reasonably acceptable to
                                                the Landlord to execute a
                                                Guarantee in respect of the
                                                payment of rents and the
                                                observance and performance of
                                                the covenants in the form set
                                                out in clause 8 (or in such
                                                other form as the Landlord may
                                                reasonably require)

3.15.4      COVENANTS BY DISPONSEES

            Not in any event assign the whole of the Demised Premises unless and
            until the intended assignee ("the Permitted Assignee") has entered
            into a Deed to be prepared by the Landlord at the cost of the Tenant
            containing a covenant with the Landlord by the Permitted Assignee to
            perform and observe during the Term the covenants terms and
            conditions contained in these presents and to be performed and
            observed by the Tenant in the same manner as if such covenants and
            conditions were therein repeated with the substitution of the name
            of the Permitted Assignee for the name of the Tenant

3.15.5      BENEFICIAL INTEREST

            Not hold or occupy the Demised Premises or any part thereof as
            trustee or agent or otherwise for the benefit of any other person

3.15.6      NOTICE OF ASSIGNMENT

            Within one calendar month next after any assignment or devolution of
            the Demised Premises to give notice in writing to the Landlord of
            such assignment or devolution and of the name address and
            description of the assignee or person upon whom the relevant term or
            any part thereof may

                                       32


<PAGE>   52




            have devolved AND produce to the Landlord or the Solicitor for the
            time being of the Landlord the instrument of assignment or
            devolution or a certified copy thereof and to pay to him his
            reasonable fee (being not less than fifteen pounds) for the
            registration thereof

3.15.7      ASSOCIATED COMPANIES

            Notwithstanding the other provisions of this sub-clause the Tenant
            may share occupation (on the basis that no relationship of landlord
            and tenant is thereby created) of the whole or any part of the
            Demised Premises with any subsidiary company or holding company of
            the Tenant (the expressions "subsidiary company" and "holding
            company" having the meanings respectively assigned to them by
            section 736 Companies Act 1985)

3.16   Facilitate Landlord's Dealings with the Demised Premises

3.16.1      PERMIT INSPECTION BY PROSPECTIVE PURCHASERS

            At all reasonable times and subject to reasonable prior notice
            during the Term and provided that the same shall not materially
            interrupt or prejudice the business of the Tenant or of any lawful
            occupier of the Demised Premises permit all prospective purchasers
            of or dealers in the Landlord's reversionary interest or any
            Superior Landlord's reversionary interest by order in writing of the
            Landlord or the Landlord's agents to view and take measurements of
            the Demised Premises without interruption

3.16.2      PERMIT RE-LETTING NOTICES

            Permit the Landlord or the Landlord's agents at any time within six
            calendar months next before the expiration or sooner determination
            of the Term to enter upon the Demised Premises and to fix and retain
            without interference upon any suitable part or parts thereof a
            notice board for

                                       33


<PAGE>   53




                        re-letting the same provided that it does not obscure
                        any window or access of light or air to the Demised
                        Premises and permit all prospective lessees by order in
                        writing of the Landlord or the Landlord's agents and by
                        prior appointment to view the Demised Premises at
                        reasonable hours in the daytime without interruption but
                        not so as to materially interrupt or prejudice the
                        business of the Tenant

3.17        Landlord's Access to the Demised Premises

            Permit the Landlord and any superior landlord with or without their
            agents surveyors workmen and others and the Surveyor at reasonable
            times (after at least forty-eight hours' notice except in case of
            emergency) to enter the Demised Premises:

            (a)         for the purposes referred to in sub-clause 3.16 hereof;

            (b)         to take inventories of the fixtures and things in the
                        Demised Premises to be yielded up at the determination
                        of the Term;

            (c)         to estimate the value thereof for any purpose;

            (d)         to execute any works to any adjacent adjoining or
                        neighbouring premises;

            (e)         to make the same secure against entry by any
                        unauthorised person or against any danger which may
                        appear to the Landlord or any superior landlord to
                        threaten or endanger the Demised Premises or the
                        Landlord's interest therein or any superior landlord's
                        interest therein (and so that the Landlord shall be
                        under no obligation to take such action and shall not by
                        so doing be deemed to re-enter or determine the Term);

            (f)         to ascertain whether the covenants and conditions herein
                        contained on the part of the Tenant are being observed

                                       34


<PAGE>   54


3:18   Provision of Information to the Landlord

3.18.1      GIVE NOTICES

            Immediately upon becoming aware of the same give written notice to
            the Landlord of:

            (a)         any notice order or proposal for a notice or order
                        served on the Tenant by any person or authority and to
                        provide the Landlord with a copy thereof and if so
                        reasonably required by the Landlord to join in making
                        such objections or representations in respect of any
                        such notice order or proposal as the Landlord may
                        require; and

            (b)         any defect in the Demised Premises which is a 'relevant
                        defect' as that expression is defined in Section 4
                        Defective Premises Act 1972

3.18.2      KEYHOLDERS

            Keep the Landlord informed as to the names addresses and telephone
            numbers for use at all times of the day and night including weekends
            of the person or persons for the time being responsible for the
            Demised Premises outside business hours and who have the means of
            access thereto in case of emergency Provided that such names
            addresses and telephone numbers shall only be made available for the
            purpose of the Landlord gaining access to the Demised Premises
            outside business hours and shall otherwise be strictly confidential

                                       35




<PAGE>   55


3.18.3      DISCLOSE INFORMATION

            Give to the Landlord at its request from time to time such plans
            drawings papers and other information relating to the Demised
            Premises as may be within the knowledge of the Tenant or available
            to it and which the Landlord may reasonably require whether in
            connection with any application or request by the Tenant or 
            concerning any alteration or addition or user or safety matters or 
            otherwise howsoever (and the Tenant hereby warrants that all 
            information supplied by it or on its behalf to the Landlord will be 
            complete accurate and not misleading so far as the Tenant is aware)

3.19   Payment of Fees and Expenses

3.19.1      ABATEMENT OF NUISANCE

            Pay all costs charges and expenses incurred by the Landlord in
            abating any nuisance in respect of the Demised Premises and
            executing all such works as may be necessary for abating a nuisance
            in respect of the Demised Premises in obedience to a notice served
            by a local or other competent authority

3.19.2      SECTIONS 146 AND 147 LAW OF PROPERTY ACT 1925

            Pay to the Landlord all costs charges and expenses (including legal
            costs and fees payable to a surveyor) which may be properly incurred
            by the Landlord in or in contemplation of any proceedings under
            Section 146 or Section 147 Law of Property Act 1925 or either of
            them notwithstanding forfeiture is avoided otherwise than by relief
            granted by the court

                                       36


<PAGE>   56




3.19.3      COSTS OF LICENCES

            Pay the Landlord's reasonable legal expenses managing agents' and
            surveyors' and consultants' fees and other fees and expenses (in
            each case where reasonably incurred)(including disbursements and
            stamp duty and the fees of any surveyors in approving plans or the
            execution of any works carried out pursuant to any licence) in
            respect of all licences consents and approvals of or by the Landlord
            its agents or advisers in respect of all applications by the Tenant
            for any of the same including charges fees and disbursements
            actually incurred in cases where consent is reasonably refused or
            the application is withdrawn for any reason whatsoever

3.19.4      ENFORCEMENT EXPENSES

            Pay all proper expenses including solicitors' and other legal costs
            and surveyors' consultants' managing agents' and other fees and
            expenses incurred by the Landlord of and incidental to the
            preparation service and enforcement of any notice hereunder or the
            recovery or attempted recovery of any rent or other monies payable
            by the Tenant hereunder or otherwise in enforcing the obligations of
            the Tenant hereunder including without limitation those relating to
            the preparation and service of and otherwise concerning any
            schedules relating to want of repair to the Demised Premises and
            whether served during or after the determination of the Term


3.20   Substitution of Surety
      
       To notify the Landlord within 28 days of any of the following events:

3.20.1      If any surety being an individual (or if individuals any one of
            them) shall become bankrupt or make any assignment for the benefit
            of or enter into any arrangement with his creditors either by
            composition or otherwise

                                       37


<PAGE>   57


3.20.2      If any surety being an individual (or if individuals any one of
            them) shall die

3.20.3      If any surety being a company (or if companies any one of them)
            shall be wound up either voluntarily (save for the purpose of
            amalgamation or reconstruction) or compulsorily or shall for any
            reason be removed from the register of companies or (where the
            surety is a company incorporated outside the United Kingdom)
            proceedings or events analogous thereto shall occur in the country
            or state of its incorporation

3.21   Indemnities

       Indemnify and keep fully and effectually indemnified the Landlord in
       respect of:

       (a)    all actions proceedings costs claims and demands which may be made
              by any adjoining owner tenant occupier or any other person
              whatsoever or any competent authority by reason of:

              (i)    any defect in the Demised Premises for which the Tenant is
                     liable or in the execution of any works or the existence of
                     any alterations or additions to the Demised Premises for
                     which the Tenant is liable;

              (ii)   any interference or alleged interference or obstruction of
                     any right or alleged right of light air drainage or other
                     right or alleged right now existing for the benefit of any
                     adjoining or neighbouring property caused by the Tenant or
                     its employees or agents or by such licensees or invitees
                     for whose acts the Tenant is or ought to be responsible;

              (iii)  any stoppage of the drains used in common with the owner or
                     occupier of adjoining or neighbouring property caused by
                     the

                                       38


<PAGE>   58




                      Tenant

       (b)    all liability which may be incurred by the Landlord in
              respect of any of the matters referred to in paragraph
              (a) of this sub-clause for which the Tenant is liable;

       (c)    any claims proceeding or demands and the costs and
              expenses incurred thereby which may be brought against
              the Landlord by any employees workpeople agents or
              visitors of the Tenant in respect of any accident loss
              or damage whatsoever to person or property howsoever
              caused and occurring in or upon the Demised Premises for
              which the Tenant is liable;

       (d)    all general rates and other outgoings which are payable
              by the Landlord as a result of the Tenant's vacating the
              Demised Premises at any date prior to the said expiry or
              earlier determination of the Term;

       (e)    every loss and damage whatsoever incurred by the
              Landlord by reason of any negligence by the Tenant or
              any breach or non-observance of the Tenant's obligations
              in this Lease and indemnify the Landlord from and
              against all actions claims liabilities costs and
              expenses thereby arising all monies becoming payable
              under this covenant being payable by way of further rent

       (f)    all liabilities costs claims demands arising by virtue
              of any breach act or omission caused by the Tenant or
              its employees or agents or by such licensees or invitees
              for whose acts the Tenant is or ought to be responsible
              in respect of the matters referred to in Part II of the
              Third Schedule hereto


       AND this sub-clause shall remain in force notwithstanding the expiry
       or earlier determination of the Term as aforesaid

                                       39


<PAGE>   59


3.22   Yield Up


3.22.1      YIELD UP

            At the expiration or sooner determination of the Term quietly yield
            up unto the Landlord the Demised Premises in such state and
            condition as shall in all respects be consistent with a full and due
            performance by the Tenant of its covenants in these presents
            PROVIDED ALWAYS that portable partitions and/or Tenant's fixtures
            and fittings affixed by the Tenant may or will if required by the
            Landlord be removed by the Tenant the Tenant making good to the
            reasonable satisfaction of the Landlord any damage caused to the
            Demised Premises by reason of such removal


3.22.2      REMOVAL OF ANCILLARY ITEMS

            The removal of the Tenant's portable partitions or fixtures as
            aforesaid may or shall if required by the Landlord include the
            removal of all ancillary equipment and supports of any kind and any
            other ancillary items placed or constructed upon the Demised
            Premises by the Tenant in relation to any items removed by the
            Tenant

3.22.3      DISCONNECTION FROM SERVICES

            Wherever such fixtures fittings plant or machinery are connected to
            or take supplies from any of the main services they shall be
            disconnected by the appropriate statutory undertaker or by a
            competent and properly qualified individual or company in such a
            manner that all redundant service media are removed and sealed off
            at points as close as possible to the various ring mains or
            principal distribution pipes which provide the supplies and such
            removal and sealing off shall be carried out so as not to interfere
            with the continued function of the main services

                                       40



<PAGE>   60
3.22.4      Make Good all buildings walls floors main services and any other
            parts of the Demised Premises after the removal of any such fixtures
            fittings plant or machinery

3.23        Regulations

            To observe and to use the Tenant's reasonable endeavours to ensure
            that the Tenant its employees agents licensees and invitees and
            persons doing business with the Tenant observe any reasonable
            regulations from time to time made in writing by the Landlord with
            regard to the management security or occupation of the Building or
            any part thereof

3.24        Superior Lease

            Not to do omit or allow anything which might cause the Landlord to
            be in breach of the Superior Lease or which if done omitted or
            allowed by the Landlord might be a breach of the covenants on the
            part of the Lessee or the conditions contained in the Superior Lease

4.          LANDLORD'S COVENANTS

4.1         Quiet enjoyment

            THE Landlord so as to bind the persons for the time being entitled
            to the immediate reversion expectant on the Term but not so as to
            impose any personal liability on itself except as to the acts and
            defaults of it or of any person lawfully claiming under or in trust
            for it hereby covenants with the Tenant that the Tenant duly paying
            the said rents and sums and other payments (if any) hereby reserved
            and made payable and observing and performing the covenants and
            conditions herein contained and on the Tenant's part to be observed
            and performed shall and may peaceably and quietly possess and enjoy
            the Demised Premises during the Term without any disturbance by the
            Landlord or any persons lawfully claiming under or in trust for

                                       41


<PAGE>   61


            the Landlord

4.2         Superior Lease

            At the request of the Tenant to use all reasonable endeavours to
            procure that the Superior Landlord observes and performs its
            covenants contained in the Superior Lease subject to the Tenant
            bearing the Tenants Percentage of the Landlord's costs thereby
            incurred

4.3         Superior Lease

            To pay the rents reserved by the Superior Lease and perform and
            observe the lessee's covenants and the conditions contained in the
            Superior Lease (save insofar as the same relate to the Demised
            Premises and are obligations which are the same or similar to those
            assumed by the Tenant to the Landlord hereunder)

4.4         Services

            To use its reasonable endeavours in an efficient manner and in
            accordance with the principles of good estate management unless
            prevented by any cause or event beyond its control and subject to
            payment by the Tenant of the payments referred to in sub-clause
            3.2.2 to provide the following services ("the Services"):

            (a)         to provide air-conditioning through the air conditioning
                        system presently installed in the Building and to keep
                        the same in good and substantial repair

            (b)         to provide cold water to the toilets and washroom
                        facilities situate on the first and second floors of the
                        Building and other existing water outlets within the
                        Demised Premises and hot water to the same during normal
                        office working hours from 8 a.m. to 6 p.m.

            (c)         to keep the halls and passages leading to the Demised
                        Premises and the


                                       42

<PAGE>   62


                        toilets and washroom facilities situate on the first and
                        d second floors of the Building (i) reasonably clean and
                        (ii) lit during normal office working hours from 8 a.m.
                        to 6 p.m.

            (d)         to keep the Conducting Media within the Building in 
                        good and substantial repair.

4.5         Superior Lease service charge accounts

            The Landlord shall supply to the Tenant within fourteen days of
            receiving the same from the Superior Landlord copies of such
            accounts and vouchers as may be supplied to the Landlord in respect
            of the provision of the Services (as defined in the Superior Lease) 
            together with a copy of any written estimate of the Surveyor
            (as defined in the Superior Lease).

            PROVIDED ALWAYS that:

            (i)         Notwithstanding any obligation of the Landlord expressed
                        or implied herein the Landlord shall not be liable to
                        the Tenant for any interruption in or any failure to
                        comply with its obligations because of breakdown works
                        of maintenance repairs or renewals or because of
                        shortage of materials government restrictions or damage
                        by any Insured Risks (as defined in the Superior Lease)
                        storm frost or other inclement conditions or by reason
                        of another cause (not necessarily of a like nature)
                        beyond the control of the Landlord and not until notice
                        of the defect or want of repair shall have been given to
                        and received by the Landlord and a reasonable period of
                        time in which to remedy the same shall have elapsed

            (ii)        The Landlord shall be free to make such alterations as
                        it thinks fit to the internal arrangements of the
                        Building (excepting the Demised Premises) and to the
                        Plant and if the Landlord thinks fit the Landlord may
                        install plant of a different type and suspend any
                        services while the works of


                                       43

<PAGE>   63


                        alteration or installation are being executed PROVlDED
                        ALWAYS that any such suspension of services shall be for
                        as short a period of time as reasonably practicable

4.6         At the reasonable request of the Tenant and at the Tenant's expense
            to exercise the Landlord's rights to enter into parts of the
            Building for the purpose of repairing, renewing or maintaining any
            of the Tenant's conducting media

4.7.1                   In this clause the "yearly cost of the services" shall
                        mean the whole yearly cost reasonably incurred by the
                        Landlord in providing the services referred to in clause
                        3.2.2 down to 31 December (or such other date as the
                        Landlord may from time to time notify to the Tenant in
                        writing) in each year of the Term ("an Account Period")

4.7.2                   The Landlord shall keep a proper account (with vouchers
                        so far as reasonably possible) of its income and
                        expenditure in each calendar year in respect of the
                        services which shall be available for inspection by the
                        Tenant and its agents upon prior appointment with the
                        Landlord and such account shall (save in the case of
                        manifest error) be prima facie evidence of all matters
                        recorded therein

4.7.3                   Where the rent commencement date and the date of
                        determination of the Term do not coincide with the
                        beginning or end respectively of an Account Period the
                        Tenant's liability for the initial and final partial
                        Account Periods shall be that proportion of the Service
                        Charge which relates to the period on and from the rent
                        commencement date or ending on the date of determination
                        of the Term as the case may be apportioned on a daily
                        basis according to the number of days in the whole of
                        the relevant Account Period.

4.7.4                   Any over payment by the Tenant towards the yearly cost
                        of the services shall be deducted from the amount next
                        payable by the Tenant pursuant to


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<PAGE>   64


                        clause 3.2.2 provided that any overpayments to which the
                        tenant may be entitled at the termination of the Term
                        shall be repaid to the Tenant as soon as reasonably
                        practicable

5.          INSURANCE

5.1         Information regarding cover

            At the Tenant's request but not more than once in any year the
            Landlord shall ask the Superior Landlord to provide the information
            regarding insurance and a copy of the relevant policy or policies
            (or such other sufficient evidence of insurance) which the Landlord
            is entitled to require the Superior Landlord to provide pursuant to
            Clause 5.2 of the Superior Lease and upon receipt of the same from
            the Superior Landlord the Landlord shall immediately provide to the
            Tenant copies thereof

5.2         Suspension of Rent on Occurrence of Insured Risk

            If the Demised Premises or any part thereof or all the means of
            access thereto shall at any time be destroyed or so damaged by an
            Insured Risk (as the same are defined in the Superior Lease) as to
            be unfit for occupation or use and the relative policy or policies
            of insurance effected by the Superior Landlord shall not be vitiated
            or payment of the policy monies refused wholly or partly by any act
            or default of or suffered by the Tenant its contractors employees or
            licensees or invitees then the rents reserved by clause 2 of this
            Lease or a fair and just proportion thereof according to the nature
            duration and extent of the damage sustained shall be suspended and
            cease to be payable until the expiration of three years (or such
            longer period of years for which the Superior Landlord shall insure
            against loss of rent pursuant to the Superior Lease) from the
            occurrence of such damage or until the date on which the Demised
            Premises are again made fit for occupation and use (whichever shall
            first occur) and any dispute about such suspension and cesser shall
            be conclusively determined in accordance with sub-clause 9.4 of the
            Superior Lease


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<PAGE>   65




5.3         Access for reinstatement

            For the purpose of the Superior Landlord repairing and reinstating
            the Demised Premises in accordance with sub-clause 5.6 of the
            Superior Lease the Tenant shall permit the Superior Landlord and all
            persons authorised by it with equipment and materials to have full
            and uninterrupted right of entry at all times upon the Demised
            Premises and every part thereof and the Tenant shall not do or cause
            anything likely to impede such works

5.4         Tenant not to Prejudice Insurance

            The Tenant shall not do or permit or suffer any act or thing which
            may render void or voidable or otherwise vitiate or prejudice any
            insurance of or relating to the Demised Premises or any rents or
            other monies or the recoverability of any monies thereunder or
            render any increased premium payable for any such insurance (and
            without prejudice to the Landlord's remedies for a breach of such
            obligation the Tenant shall pay to the Landlord any sum paid by way
            of increased premiums or loading or other expenses thereby incurred
            by the Landlord) or which may make void or voidable any policy of
            insurance thereon and shall comply with all recommendations of the
            insurers as to fire precautions and otherwise relating to the
            Premises

5.5         Re-building if Insurance Money Irrecoverable

            If the Demised Premises or any part thereof are destroyed or damaged
            by any of the Insured Risks and the insurance money under any
            insurance against the same effected thereon by the Landlord being
            wholly or partially irrecoverable by reason solely or in part of any
            act neglect or default of the Tenant or any underlessee or other
            occupant of the Demised Premises or any employee of or contractor to
            or visitor for whose acts the Tenant or any sub-tenant is or ought
            to be responsible to any of the same then and in every such case the
            Tenant will pay to the Landlord upon demand the whole or (as the
            case may be) a fair proportion of the cost of


                                       46

<PAGE>   66


            completely rebuilding and reinstating the same

5.6         Tenant's User and Insurance - To Pay Costs

            If the Tenant's user of the Demised Premises results in an increase
            in the insurance premium payable by the Superior Landlord or if the
            Superior Landlord's insurers shall require any works to be carried
            out to the Demised Premises or its appurtenances as a result of such
            user the Tenant shall repay on demand to the Landlord the full
            amount of such increased premium and shall comply with all
            requirements of the Superior Landlord's insurers as aforesaid and
            shall pay on demand to the Landlord the Landlord's and the Superior
            Landlord's proper costs arising as a result of any such requirement
            including all proper legal expenses and managing agents and
            surveyors' fees and disbursements

5.7         Frustration

            (a)         If the rebuilding or reinstatement of the Demised
                        Premises or any part thereof shall be frustrated or
                        prove impossible or impracticable any insurance monies
                        relating to the Demised Premises or part in respect of
                        which the frustration occurs shall belong to and be the
                        absolute property of the Superior Landlord without
                        further obligation hereunder

            (b)         If rebuilding or reinstatement has not been
                        substantially completed within 3 years following damage
                        or destruction to the Demised Premises by an Insured
                        Risk either the Landlord or the Tenant may on giving to
                        the other not less than 3 months written notice
                        terminate the Term and upon expiry of such notice this
                        Lease shall determine absolutely but without prejudice
                        to any rights or remedy of either party in respect of
                        any antecedent breaches


                                       47

<PAGE>   67


5.8         Tenant's Insurances

            If the Tenant shall be or become entitled to the benefit of any
            insurance relating to the Demised Premises or any part of the same
            the Tenant shall forthwith notify the Landlord of the same with all
            details which are relevant or requested by the Landlord and shall
            apply any monies received in respect thereof in making good the loss
            or damage to which the same relate in accordance with any directions
            of the Landlord

5.9         Notification of Damage

            Promptly upon the Tenant becoming aware of the same occurring the
            Tenant shall give notice to the Landlord of the occurrence of any
            damage to the Demised Premises by any means

6.          NO LIABILITY

Notwithstanding anything herein contained the Landlord shall not be liable to
the Tenant nor any person or persons in the Demised Premises or the remainder of
the Building with the actual or implied authority of the Tenant in respect of:

(i)         any interruption or failure of any of the services nor of the
            supplies of any public utility caused by circumstances beyond the
            Landlord's reasonable control;

(ii)        any accident happening or injury suffered or damage to or loss of
            any chattel or property sustained on the Demised Premises or the
            remainder of the Building unless caused by the act or neglect or
            default of the Landlord or of the relevant servants agents or
            contractors of the Landlord

7.          PROVISOS

PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:


                                       48

<PAGE>   68


7.1         Re-Entry

            (a)         These presents are upon the express condition that if
                        any of the events specified in paragraph (b) of this
                        sub-clause shall occur then and in any of such
                        circumstances and thenceforth it shall be lawful for the
                        Landlord or any person or persons duly authorised by the
                        Landlord in that behalf to re-enter into or upon the
                        Demised Premises or any part thereof in the name of the
                        whole and the same to re-possess and enjoy as if these
                        presents had not been made without prejudice to any
                        right of action or remedy of the Landlord in respect of
                        any antecedent breach of any of the covenants by the
                        Tenant

            (b)         The events referred to in paragraph (a) of this
                        sub-clause are:

                        (i)         the rents reserved herein or any part
                                    thereof remaining unpaid for twenty-one days
                                    after becoming payable (whether formally
                                    demanded or not); or

                        (ii)        any covenant or stipulation by the Tenant or
                                    the Surety contained in this Underlease not
                                    being performed or observed; or

                        (iii)       in relation to the Tenant an Insolvency
                                    Event as defined in paragraphs (c) or (d) of
                                    this sub-clause occurring; or

                        (iv)        the Tenant being a company re-registering
                                    with unlimited liability or effecting a
                                    return or reduction of capital or being
                                    struck off the Register of Companies;

                        (v)         the Tenant permitting any execution or
                                    distress to be levied on any goods for the
                                    time being in the Demised Premises; or

                        (vi)        in relation to the Surety proceedings or
                                    events analogous to those


                                       49

<PAGE>   69


                                    referred to in sub-clauses (iii) or (iv)
                                    occurring

       (c)  "Insolvency Event" in relation to a company or corporation means any
            of the following events being:

            (i)         the Company being deemed unable to pay its debts as
                        defined in section 123 Insolvency Act 1986 (referred to
                        as "the Act" in the remainder of this definition);

            (ii)        a proposal being made for a voluntary arrangement under
                        Part I of the Act;

            (iii)       a petition being presented for an administration order
                        under Part II of the Act;

            (iv)        a receiver or manager being appointed whether under Part
                        III of the Act (including an administrative receiver) or
                        otherwise;

            (v)         the company going into liquidation as defined in section
                        247(2) of the Act (other than a voluntary winding up
                        solely for the purposes of amalgamation of
                        reconstruction while solvent);

            (vi)        a provisional liquidator being appointed under section
                        135 of the Act;

            (vii)       a proposal being made for a scheme of arrangement under
                        section 425 of the Companies Act 1985

       (d)  "Insolvency Event" in relation to an individual means:

            (i)         an application being made for an interim order or a
                        proposal being made for a voluntary arrangement under
                        Part VIII of the Act:


                                       50

<PAGE>   70


            (ii)        a bankruptcy petition being presented to the Court under
                        Part IX of the Act;

            (iii)       his entering into an arrangement for the benefit of his
                        creditors

7.2    Distress

       If any monies payable hereunder by way of rent shall be in arrear for
       twenty-one days whether lawfully demanded or not it shall be lawful for
       the Landlord to enter into and upon the Demised Premises or any part
       thereof to enter and distrain and the distress or distresses then and
       there found to dispose of in due course of law and to apply the proceeds
       thereof in or towards payment of the said rents sums or other payments so
       in arrear and all costs charges and expenses occasioned by the
       non-payment thereof and so that the power of the Landlord to distrain
       upon the Demised Premises for rent in arrear shall extend to and include
       any tenant's fixtures or fittings not otherwise by law distrainable which
       may from time to time be thereon and further if any such monies shall be
       paid only after the Landlord or the Landlord's Solicitors have 
       instructed or caused distress to be levied therefor then the Tenant shall
       pay to the Landlord on demand the Landlord's Solicitors' reasonable costs
       incurred by reason of the foregoing including but without limiting the
       foregoing bailiff's commission

7.3    Formal Licences

       In any case where the consent of the Landlord is required hereunder the
       Landlord may require the Tenant and any surety for the time being to
       enter into a deed in such form containing such covenants conditions and
       provisions as the Landlord may reasonably require and in such event
       (whether or not the Landlord has previously consented in writing unless
       it has expressly stated in writing that it does not require such deed)
       the Tenant and any surety shall enter into such deed and the consent of
       the Landlord shall be deemed not to be given until the Landlord has
       received such deed duly executed by the relevant persons


                                       51
<PAGE>   71

7.4    Resolution of Differences

       Any matter (other than a matter of construction or law) on which a
       dispute or difference arises between the Landlord and the Tenant which
       these presents refer to this sub-clause for settlement shall be
       determined by an independent chartered surveyor agreed between them or in
       default of agreement appointed on the application of either of them by
       the President for the time being of the Royal Institution of Chartered
       Surveyors and a dispute or difference upon a matter of construction or
       law shall be determined as hereinbefore provided by senior counsel to be
       appointed in the absence of agreement as aforesaid by the President for
       the time being of the Law Society Any such surveyor or senior counsel
       shall act as an expert not arbitrator his determination of the matter
       shall be final and conclusive and his fees shall be borne as he directs
       and he shall afford the opportunity to the Landlord and the Tenant to
       make representations to him

7.5    Compensation

       Except where any statutory provision prohibits the Tenant's right to
       compensation being reduced or excluded by agreement the Tenant shall not
       be entitled to claim from the Landlord on quitting the Demised Premises
       or any part thereof any compensation whether under the Landlord and
       Tenant Act 1954 as amended by the Law of Property Act 1969 or otherwise
       howsoever

7.6    Tenant's Goods Left in Premises

       If at such time as the Tenant has vacated the Demised Premises after the
       determination of the Term either by effluxion of time or otherwise any
       property of the Tenant remains in or on the Demised Premises and the
       Tenant fails to remove the same within twenty eight days after being
       requested by the Landlord so to do by a notice in that behalf then and in
       such case the Landlord may as the agent of the Tenant (and the Landlord
       is hereby appointed by the Tenant to act in that behalf) sell such
       property (without being responsible for ensuring that the sale price is
       the

                                       52

<PAGE>   72

       best price obtainable) and shall then hold the proceeds of sale after
       deducting the costs and expenses of removal storage and sale reasonably
       and properly incurred by it to the order of the Tenant PROVIDED THAT the
       Tenant will indemnify the Landlord against any liability incurred by it
       to any third party whose property shall have been sold by the Landlord in
       the bona fide mistaken belief (which shall be presumed unless the
       contrary be proved) that such property belonged to the Tenant and was
       liable to be dealt with as such pursuant to this sub-clause

7.7    Service of Notices

       In addition to any other prescribed mode of service any notice hereunder
       shall be validly served if served in accordance with Section 196 Law of
       Property Act 1925 as amended by the Recorded Delivery Act 1962 provided
       that in the case of the Tenant if there shall be more than one to any of
       them so that service on any one of the Tenant shall be good service on
       all or in the case of the Landlord Tenant and any surety if sent to it
       him or any of them by post or left at the last known address or addresses
       of it him or any of them in Great Britain and any notice sent by post
       shall be conclusively deemed to have been served twenty four hours after
       the same was posted

7.8    Exclusion of Implied Easements

       The Tenant shall not be entitled to any right easement liberty privilege
       or advantage whatsoever other than those expressly granted herein and no
       further right easement liberty privilege or advantage of any kind shall
       be implied herein whether by statutory implication or otherwise howsoever

7.9    Superior leases

       All of the rights powers and privileges of the Landlord shall be
       exercisable by any superior landlord and where the consent to act of the
       Tenant is required from the Landlord hereunder the grant of such consent
       by the Landlord shall (if requisite

                                       53
<PAGE>   73

       under any superior lease) be subject also to the consent of the relevant
       superior landlord

7.10   No Restriction on use of Adjoining Land

       Nothing herein contained or implied shall impose or be deemed to impose
       any restriction on the use of any land or buildings of the Landlord or
       any superior landlord not comprised in this Lease or give the Tenant the
       benefit of or the right to enforce or to have enforced or to prevent the
       release or modification of any agreement covenant condition or
       stipulation entered into by any lessee or tenant of the Landlord in
       respect of property not comprised in this Lease or shall operate to
       prevent or restrict in any way the development of any land not comprised
       in this Lease so long as the light or air enjoyed by the Demised Premises
       is not thereby materially obstructed or diminished

7.11   No Warranty as to Permitted Use

       Nothing herein contained or implied shall be taken to be a covenant
       warranty or representation by the Landlord that the Demised Premises can
       lawfully be used for any particular purpose

7.12   Denial of Waiver

       No demand for or acceptance of rent by the Landlord or anyone on its
       behalf nor any other act or conduct consonant with a continuance of the
       tenancy whether or not made with knowledge of any breach of covenant or
       obligation by the Tenant shall constitute a waiver in whole or in part of
       such breach which shall be deemed to be a continuing breach and neither
       the Tenant nor any successor to the Tenant may set up any such demand
       acceptance act or conduct as a defence in any action for forfeiture or
       otherwise Each of the covenants by the Tenant herein shall continue in
       full effect notwithstanding that the Landlord may have waived any former
       breach of the same by the Tenant or may have waived any similar
       obligation of any other

                                       54
<PAGE>   74

       person

7.13   Exclusion of set off

       Any payment due from the Tenant or Surety to the Landlord hereunder
       whether by way of rent or otherwise shall be paid without any set off
       deduction or counterclaim whatsoever

7.14   Rights of Access

       Rights of access reserved or allowed to the Landlord shall be exercisable
       as well by any superior landlord or any mortgagee of any interest of the
       Landlord or any superior landlord or both as by the Landlord and shall
       permit access by any persons authorised by the Landlord any superior
       landlord or such mortgagee including agents advisers contractors workmen
       and others whether with or without equipment and materials.

7.15   Consents and Approvals

       Consents and approvals required of the Landlord hereunder shall if the
       Landlord so requires be required equally from any mortgagee or superior
       landlord but nothing herein contained shall be construed as implying that
       any mortgagee or superior landlord is obliged not to unreasonably
       withhold its consent or approval (save as expressly specified herein)

7.16   Exclusion of Landlord and Tenant Act 1954

       Having been authorised to do so by an Order of the Mayor's and City of
       Landlord Court made on the          day of           1996 under the
       provisions of Section 38(4) Landlord and Tenant Act 1954 (as amended by
       Section 5 Law of Property Act 1969) the Landlord and the Tenant hereby
       agree that the provisions of Sections 24 to 28 (inclusive) of the said
       Act shall be excluded in relation to the tenancy hereby

                                       55

<PAGE>   75

       created

8.     SURETY COVENANTS

8.1    The Surety in consideration of the demise hereinbefore contained being
       made by the Landlord at the request of the Surety herein covenants with
       and guarantees to the Landlord as more particularly specified in the
       Fourth Schedule

8.2    The consent of the Surety shall not be required to the assignment by the
       Landlord or its successors in title of the benefit of the covenants and
       guarantees on the part of the Surety herein contained

9.     JURISDICTION

The proper law of these presents is English law. The parties hereby agree
declare and irrevocably consent that the courts of England and Wales are in all
respects convenient as a forum for the exercise of jurisdiction in respect of
the Lease and the parties each irrevocably submit to the non-exclusive
jurisdiction of such courts

IN WITNESS whereof the parties hereto have executed this instrument as a deed
and have delivered it upon dating it

                               THE FIRST SCHEDULE
                              The Demised Premises

ALL THOSE offices and premises situate on the second floor of the Building which
Demised Premises are for the purposes of identification only shown edged red on
the plan annexed hereto marked "Plan 1" which shall include where they exist and
where the context so admits for the purpose of obligation as well as grant:

(a)    the tiles the plaster work and the coverings of the main walls and
       of the ceilings including all suspended ceilings and all ornamental
       or architectural features

                                       56

<PAGE>   76

(b)         all internal non load-bearing walls and internal partitioning

(c)         the boards and screed of floors and any floor sealants coverings
            carpets and carpet tiles in the Demised Premises provided by or at
            the cost of the Landlord

(d)         all windows the internal surface of all external window frames the
            whole of all internal window frames all doors and door frames and
            window and door furniture and all glass therein

(e)         all Conducting Media exclusively serving the Demised Premises up to
            the point of connection with the common or public system

(f)         all fire prevention and detection equipment all fire fighting
            equipment alarms and fire sprinklers and any intruder alarms therein
            save in so far as the same are part of the common system forming
            part of services relating to the Building

BUT EXCLUDING all parts of the structural parts loadbearing parts framework
foundations and joists of the Building and the Plant Conducting Media and
machinery within but not exclusively serving the Demised Premises

                               THE SECOND SCHEDULE

                         Rights included in the Demise

1.          The sole and exclusive right (subject to the extent that the
            Carparking Spaces are affected thereby to the right of the Southern
            Electricity Board to lay use inspect maintain repair relay
            supplement and remove cables and ducts for the transmission and
            distribution of electricity and the necessary ducts pipes and other
            apparatus appurtenant thereto granted by an Underlease dated 30th
            October 1989 and made between the Superior Landlord (1) and Southern
            Electricity Board (2)) to use the Carparking Spaces together with
            the right in common with the Landlord any person authorised by the
            Landlord and all other persons entitled thereto on foot or with
            vehicles for all purposes connected to the use of the Demised
            Premises to pass and

                                       57

<PAGE>   77

            repass to and from the Demised Premises or any part thereof and to
            and from the Carparking Spaces or any part thereof over and along
            the road or way shown coloured blue on the plan annexed hereto
            marked "Plan 1" and the accessways to the Carparking Spaces

2.          Subject to such security arrangements as the Landlord reasonably
            considers appropriate the right in common with the Landlord and any
            person authorised by the Landlord and all other persons entitled
            thereto to use (i) the entrance doors halls and passages leading to
            the Demised Premises for the purposes of ingress and egress to and
            from the Demised Premises and the toilets and washroom facilities
            situate on the first and second floors of the Building and (ii) the
            toilets and washroom facilities situate on the first and second
            floor of the Building AND PROVIDED ALWAYS that the Tenant exercises
            its right to use the toilet and washroom facilities on the first
            floor of the Building in a proper manner and does not thereby cause
            a nuisance to the Landlord.

3.          The right of free passage of water and soil gas electricity fuel oil
            telecommunications and other electrical impulses serving the Demised
            Premises through the Conducting Media now or during the Term laid
            under through or across the Building or the Common Areas

4.          Full right of support shelter and protection either now or intended
            to be enjoyed in connection with the Demised Premises

5.          The right in common with all other persons entitled thereto to use
            the Common Areas for all purposes

                                       58
<PAGE>   78

                               THE THIRD SCHEDULE
                                     Part I

Particulars of rights excepted and reserved unto the Landlord

1.          Full right of support shelter and protection either now or intended
            to be enjoyed in connection with the Building and any other building
            or structure erected or to be erected over or under Demised Premises

2.          Full and free right of passage of water and soil gas electricity
            fuel oil telecommunications and other electric impulses from and to
            all other parts of the Estate and adjoining or neighbouring
            buildings premises and land whether belonging to the Landlord or not
            through the Conducting Media now or during the Term laid under
            through or across the Demised Premises Together with the right of
            entry onto the Demised Premises for the Landlord with or without
            workmen and others at all reasonable times upon not less than
            forty-eight hours' prior written notice (except in case of
            emergency) for the purpose of inspecting maintaining renewing
            replacing and relaying and making connections with any of the
            Conducting Media and laying moving and maintaining new Conducting
            Media the person or persons exercising such right causing as little
            damage and inconvenience as possible to the Demised Premises and
            making good all damage thereby occasioned

3.          Full and free right to build on or alter any building on the Estate
            (save for the Demised Premises) or other adjoining premises of the
            Landlord and to use such adjoining premises for any purpose provided
            the same does not materially affect or interfere with the passage of
            light and air to the Demised Premises

4.          The right to enter upon the Demised Premises for all or any of the
            purposes mentioned in this Underlease and for all purposes relative
            to the services provided by the Landlord and for any purpose that is
            in the opinion of the Landlord necessary to enable it to comply with
            any of the covenants on the part of the lessee and the conditions
            contained in the Superior Lease the person or persons so entering
            causing


                                       59

<PAGE>   79

            as little damage and inconvenience as possible to the Demised
            Premises and make good all damage thereby occasioned

5.          All other easements or other rights in the nature of easements or
            quasi-easement now enjoyed by any adjoining or neighbouring property

                               
                                     Part II

Particulars of Matters to which the Demised Premises are subject

The exceptions and reservation contained in (a) the Superior Lease and (b) a
lease dated 6th October 1989 made between Wycombe District Council (1) and Amec
Properties Limited (2) so far as the same affect the Demised Premises


                               THE FOURTH SCHEDULE
                             The Surety's Covenants

1.          The Surety hereby covenants with by way of full indemnity and also
            guarantees to the Landlord and without the need for express
            assignment to the successors in title of the Landlord that the
            Tenant will at all times during the Term pay the rents and all other
            payments agreed to be paid by the Tenant in this Lease at the
            respective times and in manner appointed for payment thereof and
            will also duly perform and observe and keep the several covenants
            and stipulations on the part of the Tenant contained in this Lease
            (as well after as before any disclaimer of this Lease) and that the
            Surety will pay and make good to the Landlord all losses costs
            damages and expenses sustained by the Landlord through the default
            of the Tenant in respect of the before mentioned matters PROVIDED
            ALWAYS that any neglect forbearance or delay in endeavouring to
            obtain payment of such rents and payments as and when the same
            become due or in taking steps to enforce performance or observance
            of the several covenants and stipulations on the part of the Tenant
            in this Lease or any variation in this Lease (including any consents
            given or licences granted) or the transfer of the reversion or the
            assignment hereof or the release of any Surety or

                                       60

<PAGE>   80

            any time which may be given or any other act omission or thing
            whereby (but for this provision) the Surety might be released or
            exonerated shall not release or in any way lessen or affect the
            liability of the Surety under the guarantee on the part of the
            Surety herein contained and the Surety hereby covenants with the
            Landlord that it will not do or omit to do anything by way of
            registration of land charges or otherwise howsoever that may
            prejudice the enforceability by the Landlord of the covenants on the
            part of the Surety herein contained


2.          The Surety hereby further covenants as aforesaid with the Landlord
            that:

            (a)         if the Tenant (being a company) shall go into
                        liquidation and the liquidator shall disclaim this Lease
                        or

            (b)         if the Tenant (being a company) shall be dissolved and
                        the Crown shall disclaim this Lease or

            (c)         if the Tenant (being an individual) shall become
                        bankrupt and the trustee in bankruptcy shall disclaim
                        this Lease or

            (d)         if this Lease shall be forfeited under the provisions in
                        that behalf hereinbefore contained or

            (e)         if the Tenant (being a company) shall cease for any
                        reason to be registered with the registrar of companies

            then this schedule shall remain in full force and effect
            notwithstanding such disclaimer or forfeiture and the Landlord may
            within 3 months after any such disclaimer forfeiture or cessation by
            notice in writing require the Surety to accept a new Lease of the
            Demised Premises for a term equivalent to the residue which if there
            had been no disclaimer forfeiture or cessation would have remained
            of the Term granted by this Lease at the same Rent and subject to
            the like covenants and conditions (including those as to the review
            of rent) as are reserved by and

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<PAGE>   81

            contained in this Lease the said new Lease and the rights and
            liabilities thereunder to take effect as from the date of such
            disclaimer forfeiture or cessation and in such case the Surety shall
            pay the Landlord's costs of and accept such new Lease accordingly
            and will execute and deliver to the Landlord a counterpart thereof

3.          If the Landlord shall not require the Surety to take a new Lease of
            the Demised Premises pursuant to paragraph 2 of this schedule the
            Surety shall nevertheless upon demand pay to the Landlord a sum
            equal to the Rent and all other payments and outgoings that would
            have been payable under this Lease but for the disclaimer or other
            event as aforesaid in respect of the period from and including the
            date of the disclaimer or other event as aforesaid until the
            expiration of 6 months therefrom or until the Demised Premises shall
            have been re-let by the Landlord (whichever shall first occur)

4.          The Surety waives any right it may have of first requiring the
            Landlord to proceed against or claim payment from the Tenant and the
            Surety agrees to subordinate and does hereby subordinate any and all
            claims the Surety may have against the Tenant existing now or
            arising later (whether in respect of payment made under this
            schedule or otherwise) to any and all claims by the Landlord


Signed as a deed by SEAGATE )
TECHNOLOGY INC acting by    )
its authorised signatory:-  )



              Authorised Signatory
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<PAGE>   82

Signed as a deed by         )
INNOVEX HOLDINGS LIMITED    )
acting by:-                 )


                 Director
 
                 Director/Secretary

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