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                                                                  EXHIBIT 10.33

                             DATED 28 NOVEMBER 1997



                                  PDFM LIMITED

                                     - and -

                             QUINTILES (UK) LIMITED

                                     - and -

                          QUINTILES TRANSNATIONAL CORP.



                                   UNDERLEASE

                                       of

          LAND AND PREMISES AT STATION HOUSE, MARKET STREET, BRACKNELL



             Term:                             15 years

             Commencing:                       14 November 1997

             Rent:                             (pound)1,076,000 per annum


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DATED                      28 November

PARTIES

1        Landlord          PDFM LIMITED whose registered office is at Triton
                           Court, 14 Finsbury Square, London EC2A 1PD (Company
                           registration number 1546400) acting in the capacity
                           of general partner of PDFM Second Property
                           Partnership (a limited partnership registered under
                           the Limited Partnerships Act 1907 of the same
                           address) ("the Landlord") and

2        Tenant            QUINTILES (UK) LIMITED (Company registration number
                           2120025) whose registered office is at 29 Bedford
                           Street London WC2E 9ED ("the Tenant") and

3        Guarantor         QUINTILES TRANSNATIONAL CORP. a company incorporated
                           in North Carolina, U.S.A, whose principal corporate
                           office is at Post Office Box 13979 Research Triangle
                           Park North Carolina 27709-3979 U.S.A ("the
                           Guarantor")

OPERATIVE PROVISIONS

1        DEFINITIONS AND INTERPRETATION

1.1      Unless the contrary intention appears, the following definitions apply:

         Access Road       the roadway shown for identification purposes only
                           hatched brown on Plan 1050;

         Canopy            the canopy currently affixed to the east south and
                           west elevations of Station House at first floor
                           level;

         Car Park          the car park shown for identification purposes only
                           edged yellow on Plan 1050;

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         Conducting Media  any of the drains, sewers, conduits, flues, gutters,
                           gullies, channels, ducts, shafts, watercourses,
                           pipes, cables, wires and mains serving the Premises;

         Encumbrances      the restrictions, stipulations, covenants, rights,
                           reservations, provisions and other matters contained,
                           imposed by or referred to in the documents, brief
                           particulars of which are set out in schedule 1 part
                           4;

         Insured Risks     has the meaning given to it in schedule 3;

         Interest          interest at the rate of 3% over the base rate of
                           Barclays Bank PLC from time to time (as well before
                           as after judgment), or such other comparable rate as
                           the Landlord may reasonably and properly designate if
                           the base rate ceases to be published, compounded at
                           quarterly rests on 31 March, 30 June, 30 September
                           and 31 December in each year;

         Landlord          includes all persons from time to time entitled to
                           the immediate reversion to this Lease;

         Landscaped Area   that part of the Premises shown for the purposes of
                           identification only hatched green on Plans 5297/400
                           and 1050;

         Lease             is a reference to this underlease and includes any
                           documents supplemental to this Lease;

         Measuring Code    the latest edition of the Code of Measuring Practice
                           published from time to time by the Royal Institution
                           of Chartered Surveyors and the Incorporated Society
                           of Valuers and Auctioneers;

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         New Canopy        the canopy currently affixed above the entrance of
                           the north side of Station House at first floor level
                           suspended from the under surface of the second floor
                           slab and from the front elevation as shown for
                           identification purposes only cross hatched blue on
                           Plan 5297/401;

         Outgoings         (in relation to the Premises) all non-domestic rates,
                           (including rates for unoccupied property), water
                           rates, water charges and all existing and future
                           rates, taxes, charges, assessments, impositions and
                           outgoings whatsoever (whether parliamentary or local)
                           which are now or may at any time be payable, charged
                           or assessed on property, or the owner or occupier of
                           property, but "taxes" in this context does not
                           include value added tax, nor any taxes imposed on the
                           Landlord in respect of the yearly rent reserved by
                           this Lease, or in respect of a disposal of the
                           interest in immediate reversion to this Lease;

         Permitted Part    the first floor and the second floor of the Premises
                           together or one other entire individual floor of the
                           Premises;

         Planning Acts     "the consolidating Acts" as defined in the
                           Planning (Consequential Provisions) Act 1990 and any
                           other legislation relating to town and country
                           planning in force from time to time;

         Premises          the property described in schedule 1 part 1 and each
                           part of the Premises and includes plant and
                           equipment, improvements and additions made to, and
                           fixtures, fittings and appurtenances in, the
                           Premises;

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         Station
           Forecourt       the station forecourt shown for identification
                           purposes only cross hatched brown on Plan 1050
                           together with the airspace above the surface of the
                           forecourt up to the undersurface of the second floor
                           slab of Station House (but excluding the airspace
                           occupied by the stanchions and columns supporting
                           Station House);

         Station House     the office building comprising part ground and a
                           further seven floors forming part of the Premises
                           known as Station House Market Street Bracknell shown
                           for identification purposes only edged red on each of
                           the Plans attached to this Lease and includes any
                           additions or improvements made to it;

         Superior
           Landlord's
           Premises        all those premises constructed as part of the
                           buildings of which Station House forms part up to the
                           undersurface of the first floor slab of the Premises
                           as shown for identification purposes only edged in
                           blue on Plan 1050 and Plan 5297/400;

         Superior Lease    the lease under which the Landlord holds its interest
                           in the Premises and also any leasehold reversion
                           (whether immediate or not) to such lease;

         Superior
           Landlord        the holder of a reversion whether immediate or not to
                           the lease under which the Landlord holds its interest
                           in the Premises;

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         Tenant            includes the Tenant's successors in title and assigns
                           in whom this Lease may for the time being be vested;

         Term              the term of years granted by this Lease;

         Unsecured
           Underletting    an underletting of the whole or a Permitted Part of
                           the Premises in relation to which the underlessor and
                           the underlessee have agreed to exclude the provisions
                           of sections 24 to 28 of the Landlord and Tenant Act
                           1954 and their agreement to do so has been duly
                           authorised beforehand by the court; and

         Up Platform       the platform of Bracknell Station from which trains
                           leave from Bracknell Station for Waterloo Station.

1.2      Any obligation on a party to this Lease to do any act includes an
         obligation to procure that it is done.

1.3      Where the Tenant is placed under a restriction in this Lease, the
         restriction includes the obligation on the Tenant not to permit or
         allow the infringement of the restriction by any person.

1.4      References to liability include, where the context allows, claims,
         demands, proceedings, damages, losses, costs and expenses.

1.5      The clause and paragraph headings in this Lease are for ease of
         reference only and are not to be taken into account in the construction
         or interpretation of any provision to which they refer.

1.6      Unless the contrary intention appears, references:

1.6.1    to numbered clauses and schedules are references to the relevant clause
         in, or schedule to, this Lease; and

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1.6.2    to a numbered paragraph in any schedule are references to the relevant
         paragraph in that schedule.

1.7      Words in this Lease denoting the singular include the plural meaning
         and vice versa.

1.8      References in this Lease to any statutes or statutory instruments
         include any statute or statutory instrument amending, consolidating or
         replacing them respectively from time to time in force, and references
         to a statute include statutory instruments and regulations made
         pursuant to it.

1.9      Words in this Lease importing one gender include both other genders,
         and may be used interchangeably, and words denoting natural persons,
         where the context allows, include corporations and vice versa.

1.10     For the purposes of this Lease, two companies are members of the same
         group if one is the subsidiary of the other, or both are subsidiaries
         of a third company, "subsidiary" having the meaning given to it in
         section 736 of the Companies Act 1985.

1.11     At any time that the parties of the second or third parts to this Lease
         are two or more persons, the expression "the Tenant" or "the Guarantor"
         includes the plural number, and obligations in this Lease expressed or
         implied to be made with or by the Tenant or the Guarantor are to be
         treated as made with or by such individuals jointly and severally.

2        THE LETTING TERMS

         In consideration of the rent reserved by, and the covenants in, this
         Lease:

2.1      the Landlord at the request of the Guarantor lets to the Tenant:

2.1.1    all the Premises;

2.1.2    together with the rights set out in schedule 1 part 2; and

2.1.3    except and reserved to the Landlord the rights set out in schedule 1
         part 3;

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2.2      for the term of 15 years commencing on 14 November 1997 subject to the
         Encumbrances;

2.3      the Tenant paying during the Term:

2.3.1    the yearly rent of (pound)1,076,000 (subject to revision under schedule
         2) by equal quarterly payments in advance on the usual quarter days in
         every year, the first (or a proportionate part) of such payments in
         respect of the period commencing on 24 June 1998 and ending on the
         following quarter day to be made on 24 June 1998;

2.3.2    as additional rent:

         2.3.2.1  the monies payable by the Tenant under schedule 3 commencing
                  on 14 November 1997;

         2.3.2.2  Interest payable by the Tenant under the terms of this Lease;
                  and

         2.3.2.3  such value added tax as may be chargeable on the rent and the
                  other additional rents reserved by this Lease.

3        TENANT'S COVENANTS

         The Tenant covenants with the Landlord during the Term and any
         statutory extension of the tenancy created by this Lease as follows.

3.1      RENT

3.1.1    To pay the yearly rent reserved by this Lease, free from any deductions
         and rights of set-off, at the times and in the manner required in
         clause 2.3.1 and by means of a standing order to the Landlord's bank
         account.

3.1.2    To pay the additional rents reserved by this Lease at the times and in
         the manner specified.

3.2      INTEREST

3.2.1    To pay Interest on so much of the rents, reviewed rents, and other
         monies payable under this Lease as remain unpaid seven days after they
         have become due from the date that they became due until the payment is
         made to the Landlord.

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3.2.2    To pay Interest under clause 3.2.1 for any period during which the
         Landlord properly refuses to accept the tender of payment because of an
         unremedied breach of covenant of the Tenant.

3.3      OUTGOINGS AND CONTRIBUTIONS

3.3.1    To pay Outgoings.

3.3.2    To reimburse the Landlord for loss of relief from non-domestic rates
         for unoccupied property which would have been available to the Landlord
         in respect of vacancy of the Premises after the termination of this
         Lease but for the allowance of relief to the Tenant during the Term.

3.3.3    To pay for all gas, water, telecommunications and electricity consumed
         on the Premises, all charges for meters, and all standing charges.

3.3.4    To pay to the Landlord on demand a fair and proper proportion (to be
         determined by the Landlord or the Landlord's surveyor) of the
         reasonable expense properly incurred in cleaning, lighting, repairing,
         renewing, decorating, maintaining and rebuilding whenever necessary:

         3.3.4.1  any party walls, lifts, fences, gutters, drains, roadways,
                  pavements, entrance ways, stairs and passages, access ways and
                  service areas which are or may be used or enjoyed by an
                  occupier of the Premises in common with any other person or
                  persons; and

         3.3.4.2  the Station Forecourt; and

         3.3.4.3  the Access Road; and

         3.3.4.4  the automatic barrier to the entrance and exit of the Car Park
                  and the lighting equipment situated on it used for the parking
                  of vehicles.

3.4      REPAIR

3.4.1    Well and substantially to repair, maintain and clean the Premises and
         to keep the Premises in good and substantial repair, maintained and in
         clean condition (except in respect of damage by Insured Risks as
         allowed in schedule 3).

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3.4.2    The Tenant's liability under clause 3.4.1 excludes the underside of the
         Canopy.

3.5      DECORATIONS

3.5.1    To decorate the inside of the Premises in the year 2002 and from then
         in every subsequent fifth year of the Term and in the last three months
         of the Term (however it may terminate) with two coats of good quality
         paint or good quality polish, and with paper for those parts normally
         papered, or other suitable and appropriate materials of good quality,
         in a workmanlike manner (the decorations in the last three months of
         the Term to be executed in such colours, patterns and materials as the
         Landlord may reasonably and properly require), provided that the Tenant
         shall not be required to decorate more than once in any twelve month
         period.

3.5.2    To decorate the exterior of the Premises in the year 2002 and from then
         in every subsequent fifth year of the Term and also in the last three
         months of the Term (however it may terminate) with two coats of good
         quality paint or polish, or other suitable material of good quality, in
         a proper and workmanlike manner, provided that the Tenant shall not be
         required to decorate more than once in any twelve month period.

3.5.3    Not without the consent of the Landlord not to be unreasonably withheld
         or delayed to alter, cover up or change any part of the architectural
         decorations or the external colour of the Premises, provided that the
         Landlord is deemed to be acting reasonably if consent is refused or
         withheld by the Superior Landlord.

3.6      LANDLORD'S RIGHT OF INSPECTION AND RIGHT OF REPAIR

3.6.1    To permit the Landlord and its employees or agents at all reasonable
         and proper times and upon reasonable notice to enter the Premises and
         examine their condition and also to take a schedule of fixtures and
         fittings in the Premises.

3.6.2    If any breach of covenant, defect, disrepair, removal of fixtures and
         fittings or unauthorised alterations or additions are found on
         inspection for which the Tenant is liable, then, on notice from the
         Landlord, to execute to the reasonable and proper satisfaction of the
         Landlord or its surveyor all repair works, replacements or

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         removals required within two months or such longer period as the
         Landlord may reasonably deem necessary (or sooner if necessary) after
         receipt of notice.

3.6.3    If the Tenant fails to comply with a notice under clause 3.6.2, the
         Landlord may itself or by its workpeople or agents enter the Premises
         and execute the repairs, works, replacements or removals such entry to
         be at reasonable times and upon reasonable notice.

3.6.4    To pay to the Landlord on demand all reasonable expenses properly
         incurred under clause 3.6.3 (the expenses and any Interest on them to
         be recoverable as rent in arrear).

3.7      YIELD UP IN REPAIR AT THE END OF THE TERM

         At the termination of this Lease or at such later time as the Landlord
         recovers possession of the Premises from the Tenant:

3.7.1    quietly to yield up the Premises (with all additions and improvements
         to the Premises and all fixtures in the Premises, other than tenant's
         fixtures and fittings which the Tenant may be entitled to remove)
         repaired, maintained, cleaned, decorated and kept in accordance with
         the Tenant's covenants in this Lease (except in respect of damage by
         Insured Risks as allowed in schedule 3);

3.7.2    if so requested by the Landlord, to remove from the Premises all the
         Tenant's belongings, that is to say trade fixtures and fittings and all
         notices, notice boards and signs bearing the name of, or otherwise
         relating to, the Tenant (including in this context any persons deriving
         title to the Premises under the Tenant) or its business; and

3.7.3    to make good to the reasonable satisfaction of the Landlord all damage
         to the Premises resulting from the removal of the Tenant's belongings
         from the Premises.

3.8      LANDLORD'S RIGHT OF ENTRY FOR REPAIRS, ETC

3.8.1    To permit when necessary the Landlord, the Superior Landlord or other
         owners, tenants or occupiers of any adjoining or neighbouring property
         and their respective agents, workmen and employees to enter the
         Premises at reasonable and proper

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         times, after giving to the Tenant at least 48 hours written notice
         (except in an emergency):

         3.8.1.1  to alter, maintain or repair the adjoining premises or
                  property of the Landlord or person so entering; or

         3.8.1.2  to construct, alter, maintain, repair or fix anything serving
                  such property and running through or on the Premises; or

         3.8.1.3  to comply with an obligation in the Superior Lease or with an
                  obligation to any third party having legal rights over the
                  Premises; or

         3.8.1.4  in exercise of a right or to comply with an obligation of
                  repair, maintenance or renewal under this Lease; or

         3.8.1.5  in connection with the development of any adjoining or
                  neighbouring land or premises, including the right to build on
                  or into, or extend, any boundary wall of the Premises.

3.8.2    On becoming aware of any defect in the Premises, which are "relevant
         defects" for the purposes of section 4 of the Defective Premises Act
         1972, to give notice of them to the Landlord.

3.9      ALTERATIONS

3.9.1    Not to make any alterations or additions to, or affecting the structure
         or exterior of, the Premises, or the appearance of the Premises as seen
         from the exterior provided that on the basis that the Tenant does not
         invalidate any roof or other guarantee in existence from time to time
         and provides the Landlord with details of the works before they are
         commenced and promptly supplies copies of the "as built" plans once the
         works are completed the Tenant shall be entitled without consent to
         erect any telecommunications or security equipment on the roof or the
         exterior of the Premises.

3.9.2    Not without the consent of the Landlord such consent not to be
         unreasonably withheld or delayed to make any other alterations or
         additions to the Premises (but the erection, alteration or removal by
         the Tenant of internal demountable partitioning, and consequential
         adjustments of ducting, ceiling tiles, light fittings

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         and wiring, is authorised without such consent if the plans of the
         partitions (or details of the alteration or removal of partitioning)
         are immediately deposited with the Landlord within a reasonable period
         of completion of the works).

3.9.3    Not to install or erect any exterior lighting, shade, canopy or awning
         or other structure in front of, or elsewhere outside, the Premises

3.9.4    On the termination of this Lease, to the extent required by the
         Landlord, to reinstate the Premises to the condition in which they were
         at the grant of this Lease, such reinstatement to be carried out to the
         reasonable and proper satisfaction of the Landlord or the Landlord's
         surveyor.

3.9.5    To procure that any external or structural alterations or additions to
         the Premises permitted by the Landlord under clause 3.9.1 or any major
         internal alterations permitted by the Landlord under clause 3.9.2 be
         carried out only by a reputable contractor approved by the Landlord
         (such approval not to be unreasonably withheld).

3.9.6    To comply with the provisions of Schedule 6 of the Superior Lease.

3.10     ALIENATION

3.10.1   Not to assign or charge or underlet part only of the Premises, other
         than a Permitted Part where clause 3.10.3 shall apply.

3.10.2   Not to assign or charge this Lease without the consent of the Landlord
         but, subject to the operation of the following provisions of this
         clause 3.10.2, such consent is not to be unreasonably withheld or
         delayed.

         3.10.2.1 The Landlord may, in addition to reasonable and proper
                  grounds, withhold its consent to an application by the Tenant
                  for licence to assign this Lease unless (for the purposes of
                  section 19(1A) of the Landlord and Tenant Act 1927) the
                  conditions in this clause 3.10.2.1 are met; that:

                  (a)      at the time of the assignment, there are no arrears
                           of rent or other monies due to the Landlord;

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                  (b)      at the time of assignment, the Tenant and any
                           Guarantor of the Tenant each enter into an authorised
                           guarantee agreement, the operative provisions of
                           which are in the form required in schedule 4 part 2;
                           and/or

                  (c)      on an assignment by the Tenant to a company which is
                           another member of the same group of companies, the
                           ultimate holding company (unless it is the assignee,
                           or it would itself be giving an authorised guarantee
                           agreement), enters into a guarantee (the operative
                           provisions of which are in the form required in
                           schedule 4 part 1) but if the ultimate holding
                           company would otherwise be released from liability,
                           the Landlord may require another substantial member
                           of the group to give the guarantee.

         3.10.2.2 On an assignment by the Tenant, the Landlord may require, if
                  it is reasonable and proper to do so, a guarantee of the
                  tenant covenants of the assignee from a guarantor who is
                  reasonably and properly acceptable to the Landlord (the
                  operative provisions of which are in the form required in
                  schedule 4 part 1).

3.10.3   Not to underlet the whole or a Permitted Part of the Premises without
         the consent of the Landlord (such consent not to be unreasonably
         withheld or delayed).

3.10.4   On the grant of an underlease, to obtain covenants by deed from the
         underlessee direct with the Landlord in such form as the Landlord may
         reasonably require that the underlessee will:

         3.10.4.1 not assign, subunderlet or charge part only of the premises
                  underlet;

         3.10.4.2 not part with or share possession or occupation of the whole
                  or any part of the premises underlet, nor grant rights to
                  third parties over them except by a permitted assignment or
                  subunderletting;

         3.10.4.3 not assign, or charge or subunderlet the whole of the premises
                  subunderlet without obtaining the previous consent of the
                  Landlord

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                  under this Lease such consent not to be unreasonably withheld
                  or delayed;

         3.10.4.4 provide for the inclusion in any subunderleases granted out of
                  the underlease (whether immediate or mediate) of covenants to
                  the same effect as those contained in this clause 3.10.4 and
                  clause 3.10.5.

3.10.5   On the grant of any underlease:

         3.10.5.1 to include provisions for the revision of the rent reserved by
                  the underlease in an upward-only direction to correspond in
                  time and effect with the provisions for the revision of rent
                  in this Lease;

         3.10.5.2 not to reserve or take a premium or fine;

         3.10.5.3 to reserve a rent which is the market rent at the time of the
                  grant of the underlease (assessed in accordance with the
                  principles in schedule 2) or (where only part of the Premises
                  is underlet) the proportionate part of the market rent of the
                  Premises (such proportion to be approved by the Landlord);

         3.10.5.4 to include provisions in the underlease to the same effect as
                  those in clause 3.10.2; and

         3.10.5.5 to include such underlessee covenants as are not inconsistent
                  with, or impair the due performance and observance of, the
                  covenants of the Tenant in this Lease.

3.10.6   Not to underlet a Permitted Part of the Premises except by way of
         Unsecured Underletting.

3.10.7   Not (except by assignment or underletting permitted under this clause
         3.10) to:

         3.10.7.1 part with or share possession or occupation of the whole or
                  any part of the Premises; or

         3.10.7.2 grant any rights over the Premises to third parties.

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3.10.8   The preceding provisions of this clause 3.10 do not apply to any
         parting with possession or occupation or the sharing of occupation or
         sub-division of the Premises to or with any member of a group of
         companies of which the Tenant is itself a member if:

         3.10.8.1 the interest in the Premises so created is and remains no more
                  than a tenancy at will; and

         3.10.8.2 the possession, occupation or subdivision are immediately
                  terminated if the Tenant and the relevant member cease for any
                  reason to be members of the same group of companies.

3.11     REGISTRATION OF DISPOSITIONS OF THIS LEASE

         Within one month after a disposition of this Lease (a disposition being
         an assignment, charge, transfer, underlease, assignment or surrender of
         any underlease, or, on any transmission by death or otherwise,
         documentary evidence of devolution affecting the Premises):

3.11.1   to produce the document effecting the disposition (and in each case a
         certified copy for retention by the Landlord) to the Landlord's
         solicitors; and

3.11.2   to pay to the solicitors a reasonable fee they reasonably and properly
         require for the registration and also any registration fees properly
         payable to the Superior Landlord.

3.12     ENFORCEMENT OF UNDERLEASES

3.12.1   Not without the consent of the Landlord such consent not to be
         unreasonably withheld or delayed to vary the terms, or waive the
         benefit, of any underlessee covenants or conditions in an underlease of
         the Premises.

3.12.2   Not without the consent of the Landlord such consent not to be
         unreasonably withheld or delayed to accept a surrender of any
         underlease of the Premises.

3.12.3   Diligently to enforce the underlessee covenants and conditions in any
         underlease of the Premises and (if reasonably and properly required by
         the Landlord) to exercise by way of enforcement the powers of re-entry
         in the underlease.

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3.12.4   Not without the consent of the Landlord to accept any sum or payment in
         kind by way of commutation of the rent payable by an underlessee of the
         Premises.

3.12.5   Not to accept the payment of rent from an underlessee of the Premises
         otherwise than by regular quarterly (or more frequent) payments in
         advance.

3.12.6   Duly and punctually to exercise all rights to revise the rent reserved
         by an underlease of the Premises, and not to agree a revised rent with
         an underlessee without the approval of the Landlord (such approval not
         to be unreasonably withheld or delayed).

3.13     USER

3.13.1   Not to use the Premises otherwise than as offices and for purposes
         ancillary to that use.

3.13.2   Nothing in this Lease implies or is to be treated as a warranty to the
         effect that the use of the Premises for those purposes is in compliance
         with the Planning Acts and all other statutes and regulations relating
         to town and country planning from time to time in force.

3.14     RESTRICTIONS AFFECTING USE OF THE PREMISES

3.14.1   Not to erect nor install in the Premises any engine, furnace, plant or
         machinery which causes noise, fumes or vibration which can be heard,
         smelled or felt outside the Premises.

3.14.2   Not to store any petrol or other specially inflammable, explosive or
         combustible substance in the Premises.

3.14.3   Not to use the Premises for any noxious, noisy or offensive trade or
         business nor for any illegal or immoral act or purpose.

3.14.4   Not to hold any sales by auction on the Premises.

3.14.5   Not to hold in or on the Premises any exhibition, public meeting or
         public entertainment.

3.14.6   Not to permit livestock of any kind to be kept on the Premises.

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3.14.7   Not to do anything in the Premises which may be or grow to be a
         nuisance, annoyance, disturbance, inconvenience or damage to the
         Landlord or to the owners, tenants and occupiers of adjoining and
         neighbouring properties.

3.14.8   Not to load or use the floors, walls, ceilings or structure of the
         Premises so as to cause strain, damage or interference with the
         structural parts, loadbearing framework, roof, foundations, joists and
         external walls of the Premises.

3.14.9   Not to overload the lifts, electrical installation or Conducting Media
         in the Premises.

3.14.10  Not to do or omit to do anything which may interfere with or which
         imposes an additional loading on any ventilation, heating,
         air-conditioning or other plant or machinery serving the Premises.

3.14.11  Not to use the Premises as a betting shop or betting office.

3.14.12  Not to use the Premises for the sale of alcoholic liquor for
         consumption either on or off the Premises provided always that the sale
         of alcoholic liquor in a staff canteen or at staff functions shall not
         be a breach of this provision.

3.14.13  Not to allow any person to sleep in the Premises nor to use the
         Premises for residential purposes.

3.14.14  Not to accumulate trade empties on the Premises.

3.14.15  Not to place, leave or install any articles, merchandise, goods or
         other things in front of or elsewhere outside the Premises.

3.14.16  Not to permit the drains to be obstructed by oil, grease or other
         deleterious matter, but to keep the Premises and the drains serving the
         Premises thoroughly cleaned.

3.14.17  Save where paragraphs 1 or 2 of Schedule 1 (Part 2) otherwise provide
         not to use any part of the Station Forecourt or the Access Road for the
         parking of vehicles nor to impede or obstruct use by any other person
         of the Station Forecourt or the Access Road.

3.14.18  Loading and unloading shall take place outside of peak hours for the
         arrival and departure of passengers at Bracknell Station which are
         6.30am to 9.30am

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<PAGE>   19

         and 3.30pm to 7.00pm except by special arrangement with the Station
         Manager or other senior representative responsible for the Superior
         Landlord's Premises provided always that the Tenant shall be entitled
         to use the three car parking spaces referred to in paragraph 2.2 of
         part 2 of schedule 1 for the purposes of loading and unloading at any
         time and normal office deliveries such as post and couriers shall not
         be a breach of this clause.

3.14.19  Not to install or renew a video security system at the Premises without
         first affording to the Superior Landlord the opportunity to participate
         in an integrated security system for Station House and Bracknell
         Station and without the consent of the Superior Landlord (such consent
         not to be unreasonably withheld or delayed).

3.14.20  Not to use or make alterations to the Landscaped Area which would
         affect the safety or stability of the railway and Station House or
         would inhibit emergency access to the railway.

3.14.21  Not otherwise to change the use of or make alterations to the
         Landscaped Area without the consent of the Landlord and the Superior
         Landlord (such consents not to be unreasonably withheld or delayed).

3.14.22  To be responsible for obtaining and maintaining a fire certificate and
         a health and safety file in relation to the Premises throughout the
         Term.

3.15     ADVERTISEMENTS AND SIGNS

3.15.1   Not to place or display on the exterior or the windows of the Premises
         or inside the Premises so as to be visible from the exterior of the
         Premises any name, writing, notice, sign, illuminated sign, display of
         lights, placard, poster, sticker or advertisement other than:

         3.15.1.1 a suitable sign of a size and kind first approved by the
                  Landlord or the Landlord's surveyor (such approval not to be
                  unreasonably withheld or delayed) showing the Tenant's name
                  and trade;

         3.15.1.2 a suitable sign or notice board for the sale or letting of the
                  Tenant's interest in the Premises and those deriving title
                  from the Tenant;

                                       18

<PAGE>   20

         3.15.1.3 such other notices as the Landlord may in its absolute
                  discretion approve.

3.15.2   If any name, writing, notice, sign, placard, poster, sticker or
         advertisement is placed or displayed in breach of these provisions, to
         permit the Landlord to enter the Premises and remove such name,
         writing, notice, sign, placard, poster, sticker or advertisement and to
         pay to the Landlord on demand the reasonable expense of so doing.

3.15.3   The Tenant shall not fix or place in the Premises any sign placard or
         advertisement so as to interfere with the safe operation of the
         Superior Landlord's railway.

3.16     COMPLIANCE WITH STATUTES, ETC

3.16.1   Except where such liability may be expressly within the Landlord's
         covenants in this Lease to comply in all respects with the provisions
         of all statutes from time to time, and the requirements of any
         competent authority, relating to the Premises or anything done in or on
         them by the Tenant, and to keep the Landlord indemnified against
         liability in consequence of the Tenant's failure to comply.

3.16.2   In particular (but without affecting the general operation of clause
         3.16.1):

         3.16.2.1 to execute all works and do all things on or in respect of the
                  Premises which are required under the Offices, Shops and
                  Railway Premises Act 1963;

         3.16.2.2 to comply with all requirements under any present or future
                  statute, order, bylaw or regulation as to the use or
                  occupation of, or otherwise concerning, the Premises; and

         3.16.2.3 to execute with all due diligence (commencing work within two
                  months or sooner if necessary and then proceeding
                  continuously) all works to the Premises for which the Tenant
                  is liable under this clause 3.16 and of which the Landlord has
                  given notice to the Tenant;

         and, if the Tenant does not comply with clause 3.16.2.3, to permit the
         Landlord to enter the Premises to carry out the works, and to indemnify
         the Landlord on demand for the reasonable expenses properly incurred of
         so doing (including

                                       19

<PAGE>   21

         professional fees), such expenses and any Interest on them to be
         recoverable as rent in arrear.

3.17     PLANNING PERMISSIONS

3.17.1   Not without the consent of the Landlord (such consent not to be
         unreasonably withheld or delayed) to make any application under the
         Planning Acts, to any local planning authority for permission to
         develop, including change of use of, the Premises.

3.17.2   To indemnify the Landlord against any development charges, other
         charges and expenses payable in respect of planning applications and to
         reimburse to the Landlord the reasonable costs it may properly incur in
         connection with such consent.

3.17.3   To keep the Landlord indemnified against any reasonable expense
         properly incurred in consequence of the use of the Premises reverting
         to the use existing before the application was made.

3.17.4   As soon as reasonably practical but at least within seven days of
         receipt by the Tenant to give the Landlord full particulars in writing
         of the grant of planning permission.

3.17.5   Not to implement any planning permission if the Landlord makes
         reasonable and proper objection to any of the conditions subject to
         which it has been granted.

3.18     COMPLIANCE WITH TOWN PLANNING AND ENVIRONMENTAL REQUIREMENTS

3.18.1   To perform and observe the requirements of the Planning Acts and all
         other statutes and regulations relating to town and country planning
         and environmental protection applying to the Premises, and to obtain
         any development or other consent, permit or licence by reason of the
         development, or manner of use, of or on the Premises by the Tenant.

3.18.2   To keep the Landlord indemnified against liability by reason of the
         Tenant's failure to obtain any requisite development or other consent,
         permit or licence or in complying with the requirements of statutes and
         regulations.

                                       20

<PAGE>   22

3.18.3   To give full particulars to the Landlord of any notice or proposal for
         a notice, or order or proposal for an order, made, given or issued to
         the Tenant under the Planning Acts and all other statutes or
         regulations relating to town and country planning, environmental
         protection or otherwise within seven days after receipt by the Tenant.

3.18.4   As soon as is reasonably practicable to take all reasonable and
         necessary steps to comply with any such notice or order.

3.18.5   At the request and cost of the Landlord, to make or join with the
         Landlord in making such objections or representations against or in
         respect of any proposal for such a notice or order as the Landlord may
         consider expedient unless it shall be demonstrably contrary to the
         interests of the Tenant as occupier to do so.

3.19     CLAIMS MADE BY THIRD PARTIES

3.19.1   To keep the Landlord indemnified against liability in respect of any
         accident, loss or damage to person or property in the Premises.

3.19.2   To keep the Landlord indemnified against liability to third parties by
         reason of breach by the Tenant of its obligations in this Lease.

3.20     EXPENSES OF THE LANDLORD

         To pay to the Landlord on demand all reasonable expenses (including
         bailiffs and professional fees) properly incurred by the Landlord:

3.20.1   incidental to or in proper contemplation of the preparation and service
         of a schedule of dilapidations during or after the termination of this
         Lease and/or a notice under sections 146 and 147 of the Law of Property
         Act 1925, even if forfeiture is avoided otherwise than by relief
         granted by the court;

3.20.2   in the recovery or attempted recovery of arrears of rent or additional
         rent due from the Tenant; and

3.20.3   in connection with every application for any consent or approval made
         under this Lease (whether or not consent or approval is given save
         where any refusal is not lawfully made).

                                       21

<PAGE>   23

3.21     OBSTRUCTION OF WINDOWS OR LIGHTS AND EASEMENTS

3.21.1   Not to stop up or obstruct any windows of the Premises or any other
         buildings belonging to the Landlord.

3.21.2   Not to permit any easement or similar right to be made or acquired
         into, against or on the Premises.

3.21.3   Where any such easement or right is or is attempted to be acquired,
         immediately to give notice of the circumstances to the Landlord, and at
         the request and cost of the Landlord to adopt such course as it may
         reasonably and properly require for preventing the acquisition of the
         easement or right.

3.22     CLEANING OF WINDOWS

         To keep the interior and exterior glass in the windows of the Premises
         clean.

3.23     VALUE ADDED TAX

3.23.1   To pay value added tax on taxable supplies of goods and services made
         by the Landlord in connection with this Lease, for which the
         consideration is to be treated as exclusive of value added tax
         chargeable on the payment.

3.23.2   Where the Landlord is entitled under this Lease to recover from the
         Tenant the costs of goods and services supplied to the Landlord, but in
         respect of which the Landlord makes no taxable supply to the Tenant, to
         indemnify the Landlord against so much of the input tax on the cost for
         which the Landlord is not entitled to credit allowance under section 26
         of the Value Added Tax Act 1994.

3.24     NOTICES TO LET AND FOR SALE

3.24.1   To allow the Landlord or its agents to enter the Premises upon
         reasonable notice and at any reasonable time:

         3.24.1.1 (unless the Tenant has served notice (under section 26 of the
                  Landlord and Tenant Act 1954) on the Landlord to renew its
                  lease) within six months before the termination of this Lease
                  to fix on the Premises a notice board for reletting the
                  Premises; and

                                       22

<PAGE>   24

         3.24.1.2 to fix on some part of the Premises a notice board for the
                  sale of the interest of the Landlord;

         provided that the boards do not interfere with the access of light and
         air to the Premises and do not materially interfere with the Tenant's
         use and enjoyment of the Premises.

3.24.2   Not to remove or obscure any such notice board.

3.24.3   To permit all persons authorised by the Landlord or its agents to view
         the Premises upon reasonable notice (at reasonable and proper hours)
         without interruption in connection with any such letting or sale.

3.25     ENCUMBRANCES

         To observe and perform by way of indemnity only the obligations and
         restrictions comprising the Encumbrances so far as they relate to the
         Premises and are capable of being enforced, and to keep the Landlord
         indemnified against liability for the breach of the obligations and
         restrictions.

3.26     SUPERIOR LEASE COVENANTS

         Not to do anything which would constitute a breach of the tenant's
         covenants and conditions in the Superior Lease and in the event of
         conflict the Tenant's covenants contained herein shall prevail.

4        PROVISOS

         The parties agree to the following provisos.

4.1      PROVISO FOR RE-ENTRY

4.1.1    The Landlord may terminate this Lease by re-entering the Premises (or a
         part of them) itself or by an authorised agent if:

         4.1.1.1  any rent remains unpaid twenty-one days after becoming due for
                  payment (whether or not formally demanded); or

                                       23

<PAGE>   25

         4.1.1.2  the Tenant fails to perform or observe any of its covenants or
                  the conditions in this Lease or allows any distress or
                  execution to be levied on its goods; or

         4.1.1.3  an event of insolvency occurs in relation to the Tenant or any
                  guarantor of the Tenant.

4.1.2    Re-entry in exercise of the rights in clause 4.1.1 does not affect any
         other right or remedy of the Landlord for breach of covenant or
         condition by the Tenant occurring before the termination of this Lease.

4.1.3    The expression an event of insolvency in clause 4.1.1 includes:

         4.1.3.1  (in relation to a company or other corporation which is the
                  Tenant or a guarantor) inability of the company to pay its
                  debts, entry into liquidation whether compulsory or voluntary
                  (except for the purpose of amalgamation or reconstruction),
                  the passing of a resolution for a creditors' winding-up, the
                  making of a proposal to the company and its creditors for a
                  composition in satisfaction of its debts or a scheme of
                  arrangement of its affairs, the application to the court for
                  an administration order, and the appointment of a receiver or
                  administrative receiver; and

         4.1.3.2  (in relation to an individual who is the Tenant or a
                  guarantor) inability to pay or having no reasonable prospect
                  of being able to pay his debts, the presentation of a
                  bankruptcy petition, the making of a proposal to his creditors
                  for a composition in satisfaction of his debts or a scheme of
                  an arrangement of his affairs, the application to the court
                  for an interim order, and the appointment of a receiver or
                  interim receiver;

         and in relation to the various events of insolvency they are, wherever
         appropriate, to be interpreted in accordance and conjunction with the
         relevant provisions of the Insolvency Act 1986.

                                       24

<PAGE>   26

4.2      POWER FOR LANDLORD TO DEAL WITH ADJOINING PROPERTY

4.2.1    The Landlord may deal as it thinks fit with any other property
         adjoining or nearby belonging to the Landlord, and may erect or permit
         to be erected on such property any buildings irrespective of whether
         they affect or diminish the light or air which may now or at any time
         be enjoyed by the Tenant in respect of the Premises.

4.2.2    The Landlord may without obtaining any consent from or making any
         arrangement with the Tenant, alter, reconstruct or modify in any way or
         change the use of the Access Road and the Station Forecourt so long as
         proper means of entrance to and exit from the Premises are afforded and
         essential services are maintained.

4.3      ARBITRATION OF DISPUTES BETWEEN TENANTS

         If any dispute or disagreement at any time arises between the Tenant
         and the tenants and occupiers of any adjoining or neighbouring property
         belonging to the Landlord relating to the Conducting Media serving, or
         easements or rights affecting, the Premises or any adjoining or
         neighbouring property, the matter in dispute or disagreement is to be
         fairly determined by the Landlord, by which determination the Tenant
         shall be bound save in the case of manifest error or as to matters of
         law.

4.4      EXEMPTION FROM LIABILITY IN RESPECT OF SERVICES

4.4.1    The Landlord shall not be liable to the Tenant for any loss, damage or
         inconvenience which may be caused by reason of:

         4.4.1.1  temporary interruption of services during periods of
                  inspection, maintenance, repair and renewal;

         4.4.1.2  breakdown of or defect in any plant and machinery, services or
                  Conducting Media in the Premises or neighbouring or adjoining
                  property; or

         4.4.1.3  events beyond the reasonable and proper control of the
                  Landlord.

                                       25

<PAGE>   27

4.5      ACCIDENTS

         The Landlord shall not be responsible to the Tenant or the Tenant's
         licensees nor to any other person for any accident, happening or injury
         suffered in the Premises.

4.6      REMOVAL OF PROPERTY AFTER DETERMINATION OF TERM

4.6.1    If, after the Tenant has vacated the Premises following the termination
         of this Lease, any property of the Tenant remains in the Premises, and
         the Tenant fails to remove it within 14 days after being requested in
         writing by the Landlord to do so, the Landlord may as the agent of the
         Tenant sell such property and hold the proceeds of sale, after
         deducting the reasonable costs and expenses of removal, storage and
         sale properly incurred by it, to the order of the Tenant.

4.6.2    The Tenant will indemnify the Landlord against any liability incurred
         by it to any third party whose property has been sold by the Landlord
         in the bona fide mistaken belief (which is to be presumed unless the
         contrary is proved) that it belonged to the Tenant and was liable to be
         dealt with as such under this clause 4.6.

4.7      NOTICES, CONSENTS AND APPROVALS

4.7.1    Any notice served under or in connection with this Lease is to be in
         writing and to be treated as properly served if compliance is made with
         either the provisions of section 196 of the Law of Property Act 1925
         (as amended by the Recorded Delivery Service Act 1962) or section 23 of
         the Landlord and Tenant Act 1927.

4.7.2    Any consent or approval under this Lease is required to be obtained
         before the act or event to which it applies is carried out or done, and
         is to be treated as effective only if the consent or approval is given
         in writing.

4.7.3    Any notice to be served on the original Tenant shall be addressed to
         the office manager at the Premises or such other address as notified to
         the Landlord from time to time in writing and shall comply with the
         provisions of clause 4.7.1.

4.8      SUPERIOR LANDLORD

4.8.1    The powers, rights, matters and discretions granted and reserved to the
         Landlord under this Lease are also granted and reserved to or
         exercisable by any Superior

                                       26

<PAGE>   28

         Landlord, its servants, agents or workpeople to the extent required
         under the Superior Lease.

4.8.2    Nothing in this Lease is to be construed as implying that the Superior
         Landlord is under any obligation not unreasonably to withhold its
         consent or approval in respect of any application for a licence by the
         Tenant to the Landlord.

4.8.3    If the Tenant does or proposes to do any matter or thing for which the
         consent of the Superior Landlord is required, the Tenant shall bear and
         indemnify the Landlord against the cost of obtaining such consent and
         all incidental professional fees and disbursements.

4.8.4    The Landlord may, notwithstanding any provision to the contrary
         elsewhere in this Lease, withhold consent or approval in any matter
         where the Superior Landlord's consent or approval is required, and the
         Landlord (having used its reasonable and proper endeavours) is unable
         to obtain it.

4.9      EASEMENTS

         A person exercising any right of entry granted or reserved under the
         Lease must:

4.9.1    exercise the right in a manner which causes as little damage and
         inconvenience as is practicable in all the circumstances; and

4.9.2    make good any physical damage caused as soon as is reasonably
         practicable.

5        LANDLORD'S COVENANTS

         The Landlord covenants with the Tenant as follows.

5.1      QUIET ENJOYMENT

         That the Tenant, paying the rents reserved by, and performing the
         Tenant's covenants in this Lease, may lawfully and peaceably enjoy the
         Premises throughout the Term without interruption by the Landlord or by
         any person lawfully claiming through, under or in trust for the
         Landlord.

                                       27

<PAGE>   29

5.2      SUPERIOR LEASE OBLIGATIONS

5.2.1    To pay the rent reserved by, and observe and perform the covenants of
         the tenant and the conditions contained in, the Superior Lease, except
         in so far as the covenants fall to be observed and performed by the
         Tenant by reason of the obligations of the Tenant in this Lease.

5.2.2    The Landlord acknowledges the right of the Tenant to production and to
         take copies of the Superior Lease.

5.3      VALUE ADDED TAX

         To provide the Tenant with a valid VAT invoice in respect of payments
         made by the Tenant to the Landlord upon which the Tenant has paid VAT.

6        OBLIGATIONS IN SCHEDULES TO THIS LEASE

         The Landlord and the Tenant mutually covenant to observe and perform
         their respective obligations and the conditions in the schedules.

7        GUARANTEE PROVISION

7.1      GUARANTEE

7.1.1    The Guarantor guarantees to the Landlord that the Tenant will pay the
         rents reserved by, and perform and observe the Tenant's covenants in,
         this Lease, and the Guarantor will pay and make good to the Landlord on
         demand any losses, damages, reasonable costs, and expenses suffered or
         properly incurred by the Landlord if the Tenant fails to do so.

7.1.2    The Guarantor also guarantees to the Landlord that the Tenant will
         observe and perform its obligations under any authorised guarantee
         agreement to be entered into by the Tenant under the terms of this
         Lease, and will pay and make good to the Landlord on demand any losses,
         damages, costs and expenses suffered or incurred by the Landlord if the
         Tenant fails to do so.

7.1.3    For the purposes of this clause 7, references to the "Tenant" are to
         the Tenant in relation to whom the Guarantor's guarantee is given but
         not to a lawful assignee of that Tenant.

                                       28

<PAGE>   30

7.2      NO WAIVER OR RELEASE OF LIABILITY

         The Guarantor will not be released from liability under these
         provisions because of:

7.2.1    forbearance, the granting of time or other indulgence of the Landlord;
         or

7.2.2    a variation of this Lease, and the guarantee of the Guarantor in clause
         7.1 is to operate in relation to this Lease as it may be varied from
         time to time provided that the Guarantor will not be liable for any
         increased liability arising from a variation to which it has not
         consented.

7.3      GUARANTOR TO ACCEPT NEW LEASE UPON DISCLAIMER

7.3.1    If this Lease is terminated by re-entry by the Landlord or by
         disclaimer, the Guarantor will (on notice given by the Landlord within
         three months after the date of termination) take from the Landlord an
         underlease of the Premises.

7.3.2    The underlease to be granted to the Guarantor under clause 7.3.1 is to
         be on the following terms:

         7.3.2.1  the term is to commence on the date of termination or
                  disclaimer of this Lease and to be equal to the residue of the
                  Term which would have remained unexpired at that date if this
                  Lease had not then been terminated or disclaimed;

         7.3.2.2  the yearly rent is to be the same as would have been payable
                  under this Lease if it had not been terminated and, if a rent
                  review operative from a review date before the grant of the
                  underlease had not been completed, the Guarantor will complete
                  the rent review with the Landlord as if it had been the Tenant
                  under this Lease in order to establish the commencing yearly
                  rent under the underlease;

         7.3.2.3  the underlease is otherwise to be on the same terms and
                  conditions as would have applied under this Lease if it had
                  not been terminated; and

         7.3.2.4  the Guarantor is to succeed to the rights, and assume the
                  liability, of the Tenant under this Lease as if the Lease had
                  not been terminated.

                                       29

<PAGE>   31

7.4      SUBORDINATION OF RIGHTS OF THE GUARANTOR

7.4.1    The provisions of clause 7.4.2 are to apply unless the Landlord has no
         subsisting claim against the Tenant for non-payment of rent or for
         breach of obligation under this Lease.

7.4.2    The Guarantor may not:

         7.4.2.1  seek to recover from the Tenant, or any third party whether
                  directly or by way of set-off, lien, counterclaim or otherwise
                  or accept any money or other property or security, or exercise
                  any rights in respect of any sum which may be or become due to
                  the Guarantor on account of the failure by the Tenant to
                  observe and perform the tenant covenants in this Lease;

         7.4.2.2  (in competition with the Landlord) claim, prove or accept any
                  payment in a winding-up, liquidation, bankruptcy, composition
                  with creditors or other form of arrangement on the insolvency
                  of the Tenant, for money owing to the Guarantor by the Tenant;
                  nor

         7.4.2.3  exercise any right or remedy in respect of any amount paid by
                  the Guarantor under this Lease or any liability incurred by
                  the Guarantor in observing, performing or discharging the
                  obligations and covenants of the Tenant.

7.4.3    The Guarantor warrants that it has not taken, and undertakes with the
         Landlord that it will not without the consent of the Landlord take, any
         security from the Tenant in respect of this guarantee and, if security
         is nevertheless taken, it is to be held on trust for the Landlord as
         security for the respective liabilities of the Guarantor and the Tenant

7.5      WAIVER OF RIGHTS

         The Guarantor hereby waives its rights pursuant to North Carolina
         General Statutes Chapter 26-7 through 26-9

                                       30

<PAGE>   32

8        EXPERT DETERMINATION

8.1      In this Lease, where any issue is required to be dealt with by, or
         submitted for the determination of, an independent expert, the
         following provisions of this clause are to apply but, in case of
         conflict with other provisions specifically relating to expert
         determination elsewhere in this Lease, those other provisions are to
         prevail to the extent of the conflict.

8.2      The expert is to be appointed by the parties jointly, or if they cannot
         or do not agree on the appointment, appointed by whichever of the
         following is appropriate:

8.2.1    the president from time to time of the Royal Institution of Chartered
         Surveyors; or

8.2.2    the president from time to time of the Institute of Chartered
         Accountants in England and Wales;

         or in either case the duly appointed deputy of the president, or other
         person authorised by him to make appointments on his behalf.

8.3      The person so appointed is to act as an expert, and not as an
         arbitrator.

8.4      The expert so appointed must afford the parties the opportunity within
         such a reasonable and proper time limit as he may stipulate to make
         representations to him (accompanied by professional rental valuations,
         reports or other appropriate evidence in the relevant circumstances)
         and permit each party to make submissions on the representations of the
         other.

8.5      The fees and expenses of the expert, including the cost of his
         nomination, are to be borne as the expert may direct (but in the
         absence of such a direction, by the parties in equal shares), but
         (unless they otherwise agree) the parties will bear their own costs
         with respect to the determination of the issue by the expert.

8.6      One party may pay the costs required to be borne by another party if
         they remain unpaid for more than 21 days after they become due and then
         recover these and any incidental expenses incurred from the other party
         on demand.

                                       31

<PAGE>   33

8.7      If the expert refuses to act, becomes incapable of acting or dies, the
         Landlord or the Tenant may request the appointment of another expert in
         his stead under paragraph 8.2.

8.8      The determination of the independent expert, except in case of manifest
         error, is to be binding on the Landlord and the Tenant.

9        COVENANT STATUS OF THIS LEASE

         This Lease is a new tenancy within the meaning of section 1 of the
         Landlord and Tenant (Covenants) Act 1995.

10       CHOICE OF JURISDICTION AND CHOICE OF LAW

10.1     This Lease shall be governed by and construed in accordance with
         English law.

10.2     The parties hereby irrevocably submit to the non-exclusive jurisdiction
         of the English courts for the purpose of bringing and/or enforcing any
         claim arising out of or relating to this Lease and the Guarantor hereby
         waives any objections it may have to such jurisdiction on the grounds
         of lack of personal jurisdiction of any such court or the laying of
         venue of any such court or on the basis of forum non-convenience or
         otherwise.

10.3     The Guarantor hereby designates appoints and empowers Quintiles
         Transnational Corporation, care of The Treasury Department, of Innovex
         House, Marlow Park, Bladon, Buckinghamshire SL7 1TB or such other
         address as notified to the Landlord from time to time in writing as its
         authorised agent for service of process and any other legal documents
         in England for the purposes of any such action or proceedings.

10.4     The Guarantor undertakes to pay the reasonable costs properly incurred
         in obtaining and enforcing any judgement under the guarantee contained
         in this Lease including the cost of any appeal and attorney's fees.

         Delivered as a deed on the date of this document.

                                       32

<PAGE>   34

                                   SCHEDULE 1

                                  THE PREMISES


                                     PART 1

                           DESCRIPTION OF THE PREMISES

The land and office premises known as Station House, Market Street, Bracknell
comprised in title number BK335762, including:

1        ALL THAT property situate at ground floor level shown for
         identification purposes only edged red on Plan 5297/400

2        ALL THAT the property situate at first floor level comprising the first
         floor of Station House shown for identification purposes only edged red
         on Plan 5297/401 extending from the level of the undersurface of and
         includes the concrete floor slab thereof to the level of the
         undersurface of the concrete floor slab now supporting the second floor
         of Station House and includes the Canopy and the airspace between the
         lower surface of the Canopy and the level of the undersurface of the
         concrete floor slab now supporting the second floor of Station House
         but EXCLUDING:-

(a)      the airspace over the Canopy above the level of the undersurface of the
         said second floor floor slab; and

(b)      the airspace beneath the undersurface of the Canopy on the south and
         west elevations of Station House; and

(c)      the airspace above and beneath the New Canopy.

3        ALL THAT the property situate at and above the second floor level as
         shown for identification purposes only edged red on Plan 5297/402 and
         extending from the level of the undersurface of and includes the
         concrete floor slab of the second floor of Station House and includes
         all floors and structures and airspace above the same and the soffit
         above the Station Forecourt now attached or intended to be attached to
         the undersurface of the concrete floor slab supporting the second floor

4        Stanchions columns piles and other foundations supporting all
         structural parts of the properties FIRSTLY, SECONDLY and THIRDLY
         described to include any

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                                  EXHIBIT A-1

                           Floor Plan of Ground Floor



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                                  EXHIBIT A-2

                           Floor Plan of First Floor



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                                  EXHIBIT A-3

                           Floor Plan of Upper Floor



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                                  EXHIBIT A-4

                                 Location Plan



<PAGE>   39

         external coverings affixed thereto and the subsoil beneath the said
         stanchions columns piles and other foundations


                                     PART 2

                           RIGHTS ENJOYED WITH DEMISE

1        OF WAY

         A right of way (in common with the Landlord and the Superior Landlord
         and all persons authorised by the Landlord and the Superior Landlord)
         with or without vehicles at all times and for all purposes in
         connection with the use of the Premises over the Station Forecourt and
         the Access Road.

2        TO PARK CARS

2.1      A right to park 127 cars upon such part of the Car Park as the
         Landlord's Surveyor shall direct from time to time or in the event of
         the Car Park being destroyed or otherwise rendered unfit for use upon
         such other suitable and proper area in similar proximity to the
         Premises as shall be substituted therefor by the Landlord.

2.2      A right to park 3 cars on the forecourt in front of Station House in
         the position as shown for identification purposes only hatched blue on
         Plan 5297/400 provided that the right contained in this paragraph 2.2
         may upon at least one month's prior written notice be suspended during
         such period as the Superior Landlord may reasonably require or
         terminated if need be:

2.2.1    in connection with the redevelopment of the Superior Landlord's
         Premises;

2.2.2    or where circumstances arise relating to the safety of the Superior
         Landlord's railway or any person lawfully resorting to the Station
         Forecourt and Access Road;

2.2.3    where it is necessary or expedient for the Superior Landlord to do in
         the interests of traffic management on the Station Forecourt and Access
         Road.

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3        TO INSPECT AND INSTALL CONDUCTING MEDIA

         A right subject to prior arrangement with the Superior Landlord's
         Surveyor to inspect, maintain, repair, renew, replace or otherwise
         install and make connections to the Conducting Media serving Station
         House but located on some part of the Superior Landlord's Premises the
         Station Forecourt and/or the Access Road and to construct install
         maintain renew or replace Conducting Media as may reasonably be
         required on the carrying out of any permitted works to the Premises
         pursuant to Schedule 6 of the Superior Lease in such alternative
         positions as shall be agreed with the Superior Landlord together with
         the right of passage of water, soil, gas, electricity and other
         services through such Conducting Media as may exist or may hereafter be
         so constructed or installed at any time during the Term.

4        TO SUSPEND WINDOW CLEANING CRADLES

         A right to suspend and use window cleaning cradles in the airspace
         around Station House the Tenant making good forthwith to the
         satisfaction of the Superior Landlord's Surveyor all damage caused in
         the exercise of such right.

5        TO RUN SERVICES

         The free running and passing of water, soil, gas, telecommunications
         and electricity coming from and passing through the Superior Landlord's
         Premises and any adjoining land or premises belonging to the Landlord
         or the Superior Landlord unless for the exclusive use of the Superior
         Landlord's Premises or the Superior Landlord's adjoining land.

6        TO RETAIN CANOPY

         The right to retain the New Canopy at first floor level.

7        OF SUPPORT

         A right of support for the existing foundations columns and stanchions
         or any which may replace the same from the subsoil beneath the same.

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8        TO AFFIX SCAFFOLDING

         A right from time to time (but only after submitting plans
         specifications schedules and methods of working to the Superior
         Landlord for approval and obtaining its written approval thereto) to
         enter onto and to place or affix on and upon so much of the Station
         Forecourt the Up Platform and so much of the Superior Landlord's
         adjoining land and the Superior Landlord's Premises as the Superior
         Landlord shall agree (acting reasonably) scaffolding for the purpose of
         inspecting maintaining repairing altering replacing renewing rebuilding
         or redeveloping the Premises in accordance with this Lease.

9        TO AFFIX DECORATIVE FINISHES

         A right to affix to the exterior surfaces of the Premises bounding the
         Superior Landlord's Premises such decorative finishes or external
         coverings as the Tenant may require in accordance with this Lease
         subject to the approval of the Superior Landlord.

10       TO MAINTAIN AND REPLACE FOUNDATIONS ETC

         The right to maintain repair replace and renew the existing foundations
         columns stanchions and floor slabs of the Premises and other buildings
         constructed on or forming part of the Premises and in the event of
         works being carried out pursuant to Schedule 6 of the Superior Lease
         the right to demolish the existing foundations columns stanchions and
         floor slabs as may be approved by the Superior Landlord pursuant to the
         provisions of Schedule 6 of the Superior Lease in such other positions
         over or on the Superior Landlord's Premises and the Station Forecourt
         as may be agreed with the Superior Landlord from time to time provided
         always that such columns stanchions and associated foundations shall
         not be altered replaced or be constructed so as to encroach on the
         Superior Landlord's other adjoining land or as to reduce the usable
         area or access to the Station Forecourt.

11       TO OVERFLY CRANES

         A right to overfly cranes over the Superior Landlord's Premises the
         Station Forecourt and the Access Road and the Superior Landlord's other
         adjoining land subject to the provisions of paragraph 2(g) of schedule
         6 of the Superior Lease.

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<PAGE>   42

12       TO ENTER

         A right to enter the Superior Landlord's Premises the Station Forecourt
         and the Access Road the Up Platform and the Superior Landlord's
         immediately adjoining land not comprising the Superior Landlord's
         railway and platforms with all necessary equipment and materials for
         the purposes of:

12.1     inspecting the Premises or any part or parts thereof where such
         inspection cannot otherwise be reasonably and economically carried out
         without such entry and subject to the provisions of schedule 6 of the
         Superior Lease to execute building works additions repairs recladding
         alterations works of redevelopment in accordance with this Lease and
         the like where such works cannot otherwise reasonably and economically
         be carried out without such entry;

12.2     exercising any of the rights granted in paragraphs 2-11 inclusive of
         this schedule; and

12.3     performing any other Tenant's rights or obligations contained in this
         Lease or as may be required by statute which cannot otherwise
         reasonably or economically be carried out without such entry.

13       TO ACCESS THE GROUND FLOOR PLANT ROOM

         Insofar as the Landlord is able to grant the same and subject to the
         rights of Southern Electricity Board a right on prior arrangement with
         Southern Electricity Board of access to and egress from the electricity
         plant room located on the ground floor of Station House (but excluded
         from this demise) for the purpose of operating the electricity switch
         gear.

14       TO REMODEL SUPERIOR LANDLORD'S PREMISES

         A right to re-model (to include demolishing and rebuilding the Superior
         Landlord's Premises and the Station Forecourt if such remodelling
         demolishing or rebuilding is reasonably required) as a result of works
         being carried out pursuant to the provisions of Schedule 6 of the
         Superior Lease.

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<PAGE>   43

15       RIGHTS GRANTED UNDER THIS LEASE BY REFERENCE TO SCHEDULE 6 OF THE
         SUPERIOR LEASE

         The Tenant is only entitled to exercise rights under Schedule 6 of the
         Superior Lease subject to the terms of this Lease and in the event of
         any conflict this Lease will prevail.


                                     PART 3

                           EXCEPTIONS AND RESERVATIONS

1        FREE PASSAGE OF SERVICES ETC

         The free and uninterrupted passage of water, steam, soil, air, gas,
         electricity and telephone communications from and to any part of any
         adjoining or neighbouring property through the Conducting Media
         commonly used for those purposes which are now or may in the future but
         during the period of eighty years after the date of this Lease be in,
         upon or under the Premises.

2        ENTRY

         All rights of entry upon the Premises referred to in clauses 3 and 4
         and for the purposes of paragraph 4 of schedule 3 provided that in
         exercising the said rights the Landlord will comply with any reasonable
         conditions imposed by the Tenant cause as little interference as
         possible to the Premises and the use and occupation of the Premises by
         the Tenant and its lawful undertenants and make good to the reasonable
         satisfaction of the Tenant all physical damage thereby caused to the
         Premises.

3        MINES AND MINERALS

         The mines and minerals in and under the Premises excluding any right of
         support from such mines and minerals.

4        FOR BETTER ENJOYMENT OF SUPERIOR LANDLORD'S PREMISES

         The right for the Superior Landlord from time to time for the better
         use and enjoyment of the Superior Landlord's Premises:

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<PAGE>   44

4.1      to paint decorate or otherwise finish the surfaces of the structural
         parts of the Premises where such surfaces enclose and form part of the
         Superior Landlord's Premises and the undersurface of the Canopy (or
         such structure as may replace the same on any redevelopment or
         reinstatement of the Premises or any part thereof under the terms of
         this Lease) and to affix thereto such fittings, partitions, heating,
         lighting or other equipment, advertisements or signs as it may think
         fit subject to first obtaining the approval of the Tenant (such
         approval not to be unreasonably withheld) if the works proposed affect
         any part of the structure or the appearance of the Premises;

4.2      to have maintain alter and remove any drains, wire and cables extending
         beneath the floors of or attached to and solely serving the Superior
         Landlord's Premises subject to obtaining the agreement of the Tenant
         (not to be unreasonably withheld or delayed) where the removal or
         alternative siting of such drains, wires or cables would adversely
         affect the support to or stability of the foundations and supports
         supporting the Premises;

4.3      to design, affix and maintain such electric lighting, illuminated signs
         and public address systems as the Superior Landlord shall from time to
         time require on the undersurface of the Canopy on the frontage of
         Station House at first floor level;

4.4      to design, affix and maintain such lighting, public address and
         security systems as the Superior Landlord shall from time to time
         require on the under surface of the second floor slab of Station House
         or in such alternative suitable locations as may be agreed by the
         Tenant on any reinstatement or redevelopment of Station House pursuant
         to the provisions of the Superior Lease.

5        TO LAY CONDUCTING MEDIA ETC

         The right from time to time and at all times during the Term (subject
         to not overloading the same and notifying the Tenant prior to
         exercising the right hereby granted and complying with all of the
         Tenant's reasonable requirements in respect of such exercise):

5.1      to fix, construct, connect into place, maintain and use under the
         Premises any sewer, drain, watercourse or pipe which may be necessary
         for the purposes of the proper operation of the Superior Landlord's
         railway undertaking;

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<PAGE>   45

5.2      to erect, fix, maintain and use under the Premises any wires or cables
         which may be necessary for the purposes of the proper operation of the
         Superior Landlord's undertaking;

5.3      to carry out any works which may in the opinion of the Superior
         Landlord acting reasonably be necessary for the proper operation of the
         Superior Landlord's undertaking.

6        A RIGHT TO USE ADJOINING PROPERTY

         Full right and liberty from time to time for the Landlord and the
         Superior Landlord to use their respective adjoining or neighbouring
         lands in such manner as they may think fit to build or execute any
         works upon such lands provided that the access of light and air to the
         Premises and the beneficial use and occupation of the same shall not be
         materially affected thereby and the free and uninterrupted exercise of
         the rights granted and enjoyed under this Lease are not materially
         impeded.

7        EMERGENCY ACCESS

         The right in cases of emergency for the Superior Landlord, their
         customers, employees and visitors using the Station the Station
         Forecourt and the Access Road and for the Landlord to enter and pass
         over the Landscaped Area to reach the public highway.

8        ENTRY FOR REPAIRS

         The right for the Superior Landlord their respective employees and
         contractors and for the Landlord to enter on the Landscaped Area with
         or without machinery and equipment for the purpose of carrying out
         repairs on or from the Landscaped Area to the railway and Bracknell
         Station and to carry out works referred to in paragraph 6.

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<PAGE>   46

                                     PART 4

                                  ENCUMBRANCES

1        The matters entered in and indexed upon the registers of title of title
         number BK 335762 except financial charges.

2        Deed of Variation Supplemental Lease and Licence for Alterations dated
         18 December 1995 made between Railtrack PLC (1) South West Trains
         Limited (2) and the Landlord (3).

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<PAGE>   47


                                   SCHEDULE 2

                                  RENT REVIEWS

1        THE REVIEW DATES

         The yearly rent payable under this Lease is to be reviewed on the
         expiry of each consecutive period of 5 years of the Term calculated
         from commencement (referred to in this schedule as the review date and
         the Relevant Review Date shall be construed accordingly) and with
         effect on and from the Relevant Review Date, the reviewed rent (as
         agreed or determined in accordance with this schedule) is to become
         payable as the yearly rent reserved by this Lease.

2        UPWARD-ONLY RENT REVIEWS

         The reviewed rent is to be the greater of:

2.1      the yearly rent reserved under this Lease immediately preceding the
         Relevant Review Date; and

2.2      the market rent of the Premises at the Relevant Review Date.

3        THE MARKET RENT

         For the purposes of this Lease, the expression market rent means the
         yearly rent at which the Premises might reasonably and properly be
         expected to be let in the open market by a willing landlord to a
         willing tenant:

3.1      with vacant possession;

3.2      for a term of 10 years from the Relevant Review Date having a rent
         review, in the same terms as this Lease, at the expiry of each period
         of five years throughout the term;

3.3      without the payment of a premium by the willing tenant;

3.4      on the basis that the willing tenant would receive as a term of the
         letting such a rent-free or concessionary rental period, or other
         inducement for fitting out purposes only, as the willing landlord would
         negotiate with the willing tenant, and the rate of the market rent
         payable by the Tenant from the Relevant Review Date

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<PAGE>   48

         would be such as the willing tenant would pay at the expiry of the
         rent-free or concessionary rental period, or following the receipt of
         the inducement; and

3.5      subject to the provisions of this Lease, other than the length of the
         term and the amount of rent, but including these provisions for rent
         review;

         but on the assumption, if not the fact, that at the Relevant Review
         Date:

3.6      the Premises have been fitted out ready for occupation and immediate
         use for the willing tenant's business so that the willing tenant would
         not require a rent or other allowance at the relevant review date for
         that purpose (but this assumption does not affect the operation of
         paragraph 4.3);

3.7      in case the Premises have been destroyed or damaged they have been
         fully reinstated;

3.8      the Premises are in a state of full repair and the covenants of the
         Tenant and the Landlord have been fully observed and performed;

3.9      there is not in operation any statute, order or instrument, regulation
         or direction which has the effect of regulating or restricting the
         amount of rent of the Premises which might otherwise be payable;

3.10     the Premises may be lawfully used throughout the Term as offices (and
         any actual restriction or qualification which may be imposed on such
         use by the terms of the user covenant in clause 3 or otherwise is to be
         disregarded) and that no capital is required to be expended upon the
         Premises to enable them to be so used

3.11     the willing tenant and anyone who may become the tenant is a taxable
         person who makes only taxable supplies and no exempt supplies (words
         and expressions used in this paragraph 3.12 having the meanings
         assigned to them respectively in the Value Added Tax Act 1994 and the
         regulations made under that act) and that demand for the Premises on
         the open market would not be reduced by reason of the Landlord having
         elected to waive exemption from value added tax in respect of them

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<PAGE>   49

3.12     the Tenant has received a satisfactory amount of money from the
         Landlord to cover future liability for the repair of the Canopy and the
         column casings beneath the Canopy

4        MATTERS TO BE DISREGARDED

         In agreeing or determining the market rent, the effect upon it of the
         following matters are to be disregarded:

4.1      the occupation of the Premises by the Tenant;

4.2      any goodwill attached to the Premises by reason of the carrying on at
         the Premises of the business of the Tenant;

4.3      any improvements to the Premises made by the Tenant with the consent of
         the Landlord other than those:

4.3.1    made in pursuance of an obligation to the Landlord;

4.3.2    completed by the Tenant more than 21 years before the Relevant Review
         Date; or

4.3.3    for which the Landlord has made a financial contribution to the extent
         of the contribution; and

4.4      any works carried out by the Tenant which have diminished the market
         rent;

         and in this paragraph 4, reference to "the Tenant" includes
         predecessors-in-title to the Tenant, and subtenants of the Tenant or of
         the predecessors-in-title of the Tenant.

5        PROCEDURE FOR DETERMINATION OF MARKET RENT

5.1      The Landlord and the Tenant are to endeavour to agree the market rent
         at any time not being earlier than six months before the Relevant
         Review Date, but if they have not agreed the market rent three months
         before the Relevant Review Date the amount of the market rent is to be
         determined by reference to an independent expert.

5.2      The independent expert to be nominated shall be a valuer and chartered
         surveyor having not less than ten years' experience of rental valuation
         of property being put

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<PAGE>   50

         to the same or similar use as the Premises and of property in the same
         region in which the Premises are situated.

5.3      The provisions in this Lease relating to expert determination
         proceedings shall apply as supplemented by the provisions of this
         paragraph 5.

5.4      If the expert refuses to act, becomes incapable of acting or dies the
         Landlord or the Tenant may require the appointment of a replacement
         expert (as the case may be) in the same manner as applied to the
         original appointment but without further right of election under
         paragraph 5.1 on the part of the Landlord.

         The provisions of clause 8 are to apply to the determination of the
         expert to the extent that they do not conflict with the requirements of
         this paragraph 5.

6        TIME LIMITS

         Time is not of the essence in agreeing or determining the reviewed rent
         or of appointing an arbitrator or an expert.

7        RENTAL ADJUSTMENTS

7.1      If the market rent has not been agreed or determined in accordance with
         the provisions of this schedule before the Relevant Review Date, then,
         until the market rent has been so agreed or determined, the Tenant will
         continue to pay, on account, rent at the rate of yearly rent payable
         immediately before the Relevant Review Date.

7.2      The Tenant will pay to the Landlord, within seven days after the time
         that the market rent has been agreed or determined, all arrears of the
         reviewed rent which have accrued in the meantime, with interest equal
         to the base rate of Barclays Bank PLC on each of the instalments of the
         arrears from the time that it would have become due if the market rent
         had then been agreed or determined until payment becomes due from the
         Tenant to the Landlord under this paragraph 7.2.

8        REVIEWED RENT RESERVED IN PHASES

         The Landlord and the Tenant may, at any time before the market rent is
         determined by an expert, settle the reviewed rent in more than one
         amount and agree to reserve

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<PAGE>   51

         the amounts increasing in phases until the next review date or, if
         none, the expiry of the Term.

9        MEMORANDUM OF RENT REVIEW

         The parties shall cause a memorandum of the reviewed rent duly signed
         by the Landlord and the Tenant to be endorsed on or securely annexed to
         this Lease and the counterpart of this Lease.

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<PAGE>   52

                                   SCHEDULE 3

                              INSURANCE PROVISIONS

1        INSURED RISKS

1.1      Insured Risks means the risks and other contingencies against which the
         Premises are required to be, or which may be, insured under this Lease,
         but subject to any exclusions, limitations and conditions in the policy
         of insurance that the Landlord may properly negotiate.

1.2      Insured Risks include (without limitation) fire, lightning, impact,
         explosion, storm, tempest, flood, bursting and overflowing of water
         tanks, apparatus or pipes, earthquake, aircraft and devices dropped
         from aircraft, theft, subsidence, riot, malicious damage and civil
         commotion, and such other risks as the Landlord may consider it prudent
         to insure.

1.3      If a risk or contingency itemised, or otherwise included, as an Insured
         Risk, can no longer be insured or can only be insured at an uneconomic
         rate, the risk or contingency shall cease to be treated as an Insured
         Risk from the time that cover is withdrawn and the Landlord has
         notified the Tenant of its withdrawal.

2        TENANT'S LIABILITY FOR INSURANCE PREMIUMS

2.1      The Tenant will pay to the Landlord within seven days of demand the
         insurance premiums properly incurred by the Landlord.

2.2      Insurance premiums are to include all monies properly expended, or
         required to be expended by the Landlord in effecting and maintaining
         cover against:

2.2.1    Insured Risks;

2.2.2    four years' loss of rent insurance;

2.2.3    such professional fees as may be incurred in connection with rebuilding
         or reinstatement of the Premises;

2.2.4    the costs of demolition, shoring up, and site clearance works;

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<PAGE>   53

2.2.5    reasonable third-party and public liability risks; and

2.2.6    value added tax liability on such items.

2.3      The insurance cover may take into account cover for the effects of
         inflation and escalation of costs and fees, the Landlord's reasonable
         estimate of the market rent of the Premises as defined in schedule 2 in
         the context of ensuing rent reviews and the termination of the Lease.

3        TENANT'S OBLIGATIONS IN RELATION TO INSURANCE COVER

3.1      The Tenant will not do anything which may render void or voidable the
         insurance of the Landlord on the Premises and if the Tenant does
         anything which may cause insurance premiums to be increased it shall
         pay the cost of the additional premium.

3.2      The Tenant will provide efficient fire extinguishers and will adopt
         such other precautions against Insured Risks as the Landlord's insurers
         may consider appropriate.

3.3      If the insurance of the Landlord is vitiated in whole or in part in
         consequence of an act or omission of the Tenant, persons occupying or
         enjoying the use of the Premises through or under the Tenant, or their
         respective employees, workmen, agents or visitors, the Tenant will pay
         to the Landlord on demand a sum equal to the amount of the insurance
         monies which have become irrecoverable in consequence of that act or
         omission.

3.4      The Tenant may not insure the Premises for any of the Insured Risks in
         such a manner as would permit the insurer of the Landlord to average
         the proceeds of insurance or cancel insurance cover.

3.5      The Tenant will notify the Landlord immediately it becomes so aware of
         the occurrence of damage to the Premises by any of the Insured Risks.

3.6      If the Premises are damaged by Insured Risks, the Tenant will pay to
         the Landlord on demand the amount of any uninsured excess to which the
         insurance cover of the Landlord is subject.

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<PAGE>   54

3.7      The obligations of the Tenant to repair, and to yield up in repair, the
         Premises, are to remain operative to the extent that the insurance of
         the Landlord in respect of Insured Risks is vitiated or insurance
         monies are withheld by reason of an act or omission of the Tenant,
         persons occupying or enjoying the use of the Premises through or under
         the Tenant, or their respective employees, workmen, agents or visitors,
         but do not otherwise operate in respect of damage to the Premises by
         Insured Risks.

3.8      The Tenant will pay the cost of the revaluation of the Premises for
         insurance purposes but not more regularly then once every two years.

4        LANDLORD'S OBLIGATION TO INSURE AND REINSTATE

4.1      The Landlord will keep the Premises insured with an insurer of repute
         against Insured Risks and other items referred to in paragraph 2.2 for
         the full cost of reinstatement, subject to such uninsured excess as the
         insurer may reasonably and properly apply.

4.2      Following damage to or destruction of the Premises by an Insured Risk,
         the Landlord will use all reasonable endeavours to procure the payment
         by the insurer of all sums properly due under the policy at the time
         and in the manner required by the policy and will diligently reinstate
         or rebuild the Premises, or procure the application of, the proceeds of
         the insurance covering reinstatement and rebuilding costs for those
         purposes, and will make good any deficiency in the proceeds of the
         insurance out of its own resources.

4.3      The obligations of the Landlord in paragraph 4.2 do not apply:

4.3.1    if the Landlord is unable, after using its reasonable and proper
         endeavours to do so, to obtain any requisite planning permission or
         other consents for the reinstatement or rebuilding of the Premises or
         of a building of similar size, character and amenity;

4.3.2    if the Landlord's insurance is vitiated or insurance monies withheld by
         reason of an act or omission of the Tenant, persons occupying or
         enjoying the use of the Premises through or under the Tenant, or their
         respective employees, workmen,

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<PAGE>   55

         agents or visitors unless and until the Tenant has paid all sums due
         from it under paragraph 3.3; or

4.3.3    if this Lease is, or is to be, determined under paragraph 7.1.

4.4      Where the Premises are substantially damaged or destroyed, the Tenant
         may not object to the reinstatement or rebuilding of the Premises in a
         form which is not identical to the Premises immediately before the
         damage or destruction occurred, if the Premises as reinstated or
         rebuilt are of at least an equivalent or similar standard, and afford
         amenities which are not inferior to or deficient from those enjoyed by
         the Tenant before the damage or destruction.

5        LANDLORD'S OBLIGATIONS IN RELATION TO INSURANCE

5.1      The Landlord will use its reasonable and proper endeavours to procure
         that its insurers waive entitlement to rights of subrogation against
         the Tenant, persons occupying or enjoying the use of the Premises
         through or under the Landlord, and their respective employees, workmen,
         agents or visitors.

5.2      The Landlord will notify its insurers of the Tenant's interest in the
         Premises and, if practicable, have it noted on the policies of
         insurance.

5.3      The Landlord will within seven days of demand provide the Tenant with a
         copy of its insurance policies (or other evidence of the conditions of
         insurance) on the Premises, and (at the request of the Tenant) with a
         receipt for the payment of the last premium or other evidence of
         renewal and up-to-date details of the amount of cover.

5.4      The Landlord will promptly notify the Tenant of any changes in its
         insurance cover or of the terms on which cover has been effected.

5.5      The Landlord may retain any discount on the insurance premiums or
         commission offered to it by its insurer for its exclusive benefit.

6        SUSPENSION OF RENT

6.1      Paragraph 6.2 applies if the Premises are at any time during the Term
         so damaged by an Insured Risk as to render the Premises or any part of
         them unfit for

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<PAGE>   56

         occupation, use or enjoyment, except in the circumstances referred to
         in paragraph 4.3.2.

6.2      The rent and additional rent reserved by this Lease, or a fair
         proportion of them according to the nature and extent of the damage
         sustained, shall be suspended and cease to be payable until the
         Premises (excluding fitting-out works and replacement of contents) have
         been reinstated and made fit for occupation, use and enjoyment, or, if
         earlier, until the expiry of four years from the occurrence of the
         damage.

6.3      A dispute as to the amount of the abatement of the rent or the duration
         of the period of abatement is to be submitted to a single arbitrator,
         by whose decision the parties are to be bound, who is to be appointed
         by the parties jointly or, if they do not agree on the appointment, by
         the president for the time being of the Royal Institution of Chartered
         Surveyors (at the request of either party) and the arbitration is to be
         conducted under the Arbitration Act 1996.

7        OPTIONS TO DETERMINE

7.1      If the Premises or a substantial part of them (whether or not directly
         affecting the Premises) is destroyed or damaged by an Insured Risk so
         as to make continued use of the Premises impracticable, the Landlord
         may terminate this Lease by giving to the Tenant notice to that effect
         at any time within 12 months after the damage has occurred.

7.2      If for any reason beyond the control of the Landlord it proves
         impracticable to commence rebuilding or reinstatement of the Premises
         and substantial rebuilding or reinstatement has not commenced within
         two years of the damage by an Insured Risk, either party may terminate
         this Lease by giving to the other notice to that effect.

7.3      The termination of this Lease under this paragraph 7 shall not affect
         any liability which has accrued at any time before the time of
         termination.

8        RETENTION OF INSURANCE PROCEEDS

         On the termination of this Lease under paragraph 7, or if this Lease is
         terminated by the operation of the doctrine of frustration, the
         Landlord shall be entitled to retain the proceeds of insurance for its
         exclusive benefit.

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<PAGE>   57

                                   SCHEDULE 4

                              GUARANTEE PROVISIONS


                                     PART 1

                         FORM OF GUARANTEE ON ASSIGNMENT

The operative provisions of the guarantee to be given by a Guarantor on an
assignment of this Lease are to be the same as those which appear in clause 7
(numbered appropriately), except that the paragraph corresponding to clause
7.1.4 is to be replaced by the following paragraph:

"For the purposes of this guarantee, references to the "Tenant" are to the
assignee of this Lease in relation to whom the guarantee to the Landlord is
given, and none other."


                                     PART 2

                     FORM OF AUTHORISED GUARANTEE AGREEMENT

The operative provisions of the authorised guarantee agreement to be given by a
tenant on an assignment of this Lease are to be the same as those which appear
in clause 7 (renumbered appropriately), with the following exceptions:

1        there is to be no provision corresponding to clause 7.1.3;

2        the paragraph corresponding to clause 7.1.4 is to be replaced by the
         following paragraph:

         "For the purposes of this guarantee, references to the "Tenant" are to
         the assignee of this Lease in relation to whom the guarantee to the
         Landlord is given, and none other.";

3        in the provision corresponding to clause 7.3.1, the words in the first
         line of the clause ".....by re-entry by the Landlord or......" are to
         be omitted.

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<PAGE>   58

Executed under the Common Seal of            )
PDFM LIMITED in the presence of:             )
                                             )


                                             J. B. Hyslop
                                             -------------------------------
                                             Authorised Signatory


                                             C.K. Hawkins
                                             -------------------------------
                                             Authorised Signatory

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