<PAGE>   1

                                                                  EXHIBIT 10.37

THIS LEASE made the twentieth of December, One thousand nine hundred and
ninety-six BETWEEN

(1) THE NORWICH UNION LIFE INSURANCE SOCIETY whose registered office is situate
at Surrey Street in the City of Norwich (hereinafter called "the Landlord")

(2) QUINTILES (UK) LIMITED whose registered office is at Indigo House 29 Bedford
Street London WC2E 9RT (hereinafter called "the Tenant")

(3) QUINTILES TRANSNATIONAL CORPORATION of PO Box 13979 Research Triangle Park
North Carolina 27708-3979 U.S.A. (hereinafter called "the Surety") WITNESSETH as
follows:-

1.      DEFINITIONS

        IN these presents except as otherwise provided or where the context
        otherwise requires:-


1.1     "Base Rate" means the base lending rate of Barclays Bank plc or should
        such rate cease to exist or be published in its present form such other
        rate of interest as the parties shall agree is most closely comparable
        to such rate and in default of agreement such rate as shall be
        determined by a Chartered Accountant who shall act and be deemed to act
        as an expert and shall be appointed in the absence of agreement between
        the Landlord and the Tenant by the President for the time being of the
        Institute of Chartered Accountants in England and Wales on the
        application of either party

1.2     "the Building" means the development at the corner of High Street and
        The Ring Bracknell in the County of Berkshire shown within the blue
        edging on the plan numbered 1 attached hereto

1.3     "the Car Park" means the underground car park forming part of the
        Building

1.4     "the Common Parts" means all parts of the Building the occupation or
        control of which shall be retained by the Landlord or which are from
        time to time designated by the Landlord for common use and not intended
        to be let or demised and shall include without prejudice to the
        generality of the foregoing all of the following which may from time to
        time be comprised in or appurtenant to


                                       1


<PAGE>   2

        Tenant's own risk and it will reimburse the Landlord with any additional
        expense incurred in the provision of services or any increased
        insurance premium payable

8.      The Tenant will advise the Landlord immediately should any of the said
        keys be lost or misplaced and if such keys shall be lost or misplaced
        and the Landlord considers it necessary to change the locks to the doors
        of the Building then the cost incurred will be borne by the Tenant

9.      On the expiration or sooner determination of this Lease for any reason
        whatsoever or in the case of any assignment or underletting of the
        Demised Premises the keys are to be returned forthwith to the Landlord

10.     The Tenant will observe all requirements communicated to it on the
        Landlord's behalf and comply with any reasonable regulations that the
        Landlord may from time to time impose in connection with the use of the
        Building outside the specified hours


EXECUTED AS A DEED (but not        )
delivered until the date inserted  )
above) and the COMMON SEAL         )                   [SEAL]
of THE NORWICH UNION LIFE          )
INSURANCE SOCIETY affixed in       )
the presence of:-                  )

                                        Authorised Signatory



                                        Assistant Secretary



<PAGE>   3
                             [QUINTILES LETTERHEAD]

          This is hereby certified to be a true copy of the original
          Signed /s/ Medaphis
          Dated 20/12/96

                                                                20 December 1996



Dear Sirs,

THIRD FLOOR RINGSIDE 79 HIGH STREET BRACKNELL BERKSHIRE

This letter is supplemental to a Lease of even date herewith and made between
the Norwich Union Life Insurance Society (1) Quintiles (UK) Limited (2) and
Quintiles Transnational Corporation (3) ("the Lease").

In consideration of your today completing the Lease we hereby covenant to notify
you immediately upon the occurrence at any time while the Lease is vested in us
of either of the following events and to indemnify you against any reasonable
and proper costs incurred by you as a consequence of our failure to do so:
ceasing to be a taxable person for the

1.      Our ceasing to be a taxable person for the purposes of Value Added Tax.

2.      The rate at which we are able to recover Value Added Tax (in respect of
        supplies made from the above named premises or generally) altering such
        as to permit or prevent (as the case may be) any election made or which
        might be made by you under paragraph 2 of Schedule 10 of the Value Added
        Tax Act 1995 applying to the grant of the Lease or to the supplies made
        to us under the Lease.

Yours faithfully,

/s/ 
-------------------------------
SIGNED FOR AND on BEHALF
QUINTILES (UK) LIMITED



<PAGE>   4


                            DATED 20TH DECEMBER 1996
                            ------------------------


                             THE NORWICH UNION LIFE
                                INSURANCE SOCIETY

                                       TO

                             QUINTILES (UK) LIMITED




                                      LEASE

                                       Of

                        Office Premises on third floor of
                            "Ringside" 79 High Street
                               Bracknell Berkshire



                              [NORWICH UNION LOGO]

                                 Property Legal
                                 Surrey Street
                                     Norwich

<PAGE>   5

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



                             THE NORWICH UNION LIFE
                                INSURANCE SOCIETY

                                       TO

                             QUINTILES (UK) LIMITED


COUNTERPART/

                                      LEASE

                                       Of

                        Office Premises on third floor of
                            "Ringside" 79 High Street
                               Bracknell Berkshire




                              [NORWICH UNION LOGO]

                                 Property Legal
                                  Surrey Street
                                     Norwich




<PAGE>   6

THIS LEASE made the      day of          One thousand nine hundred and
ninety-six BETWEEN

(1) THE NORWICH UNION LIFE INSURANCE SOCIETY whose registered office is situate
at Surrey Street in the City of Norwich (hereinafter called "the Landlord")

(2) QUINTILES (UK) LIMITED whose registered office is at Indigo House 29 Bedford
Street London WC2E 9RT (hereinafter called "the Tenant")

(3) QUINTILES TRANSNATIONAL CORPORATION of PO Box 13979 Research Triamgle Park
North Carolina 27708-3979 U.S.A. (hereinafter called "the Surety") WITNESSETH as
follows:-

1.      DEFINITIONS

        IN these presents except as otherwise provided or where the context
        otherwise requires:-

        1.1     "Base Rate" means the base lending rate of Barclays Bank plc or
                should such rate cease to exist or be published in its present
                form such other rate of interest as the parties shall agree is
                most closely comparable to such rate and in default of agreement
                such rate as shall be determined by a Chartered Accountant who
                shall act and be deemed to act as an expert and shall be
                appointed in the absence of agreement between the Landlord and
                the Tenant by the President for the time being of the Institute
                of Chartered Accountants in England and Wales on the application
                of either party

        1.2     "the Building" means the development at the comer of High Street
                and The Ring Bracknell in the County of Berkshire shown within
                the blue edging on the plan numbered 1 attached hereto

        1.3     "the Car Park" means the underground-car park forming part of
                the Building

        1.4     "the Common Parts" means all parts of the Building the
                occupation or control of which shall be retained by the Landlord
                or which are from time to time designated by the Landlord for
                common use and not intended to be let or demised and shall
                include without prejudice to the generality of the foregoing all
                of the following which may from time to time be comprised in or
                appurtenant to



                                       1
<PAGE>   7


                the Building namely the Common Service Media (but excluding the
                Tenants Service Media) party and perimeter walls all doors
                within and on the boundaries of the Building landscaped areas
                loading and unloading facilities entrance ways halls corridors,
                passages stairways lifts fire escape ways access roads ramps
                sign and notice boards toilet facilities air conditioning
                ventilation heating and cooling plant and machinery fire
                precaution and alarm system sprinklers

        1.5     "the Common Service Media" means the common water courses water
                supply pipes waste water pipes sewer pipes drains sewers gutters
                downpipes sprinkler systems gas pipes fuel pipes oil pipes
                electricity cables telephone cables ducts conduits flues wires
                and all other common conducting media plant equipment meters and
                apparatus which now are or may during the period of eighty years
                from the date hereof be in upon through under or over the
                Building for the provision or supply of services serving the
                Building or any part thereof and where applicable serving in
                common any adjoining or adjacent building or premises

        1.6     "the Demised Premises" means ALL THOSE premises shown edged red
                on the plan numbered 2 annexed hereto which premises include

                1.6.1   the internal surfaces and finishes of the walls and
                        columns therein bounding the Demised Premises

                1.6.2   the floor finishes down to but excluding the structural
                        slab

                1.6.3   the ceiling finishes up to and excluding the underside
                        of the structural slab but including any light fittings
                        grilles and false ceilings

                1.6.4   all internal faces of the window frames window
                        furniture doors door frames and door furniture

                1.6.5   the entirety of all non-structural or non-load-bearing
                        walls and columns situate entirely within the Demised
                        Premises

                1.6.6   all Landlord's fixtures and fittings plant machinery
                        apparatus and equipment (if any) now or at any time in
                        or upon the Demised Premises 

                1.6.7   all additions alterations and improvements made thereto



                                       2
<PAGE>   8

                1.6.8   the Tenants Service Media but excludes (for the
                        avoidance of doubt)

                1.6.9   all structural columns slabs walls and members
                        (including the facade of the Building) the Common
                        Service Media and any service media exclusively serving
                        other premises and any fire precaution and alarm systems

        1.7     "the Insured Risks" means the risks of fire explosion riot civil
                commotion malicious damage aircraft and other aerial devices and
                articles dropped therefrom and such additional risks as may from
                time to time be reasonably required by the Landlord

        1.8     "the Landlord" means the person in whom the reversion for the
                time being immediately expectant on the determination of the
                Term is vested

        1.9     "the Office Block" means the office block known as "Ringside" 79
                High Street Bracknell forming part of the Building

        1.10    "the Planning Acts" means the Town & Country Planning Act 1990
                and any subsequent legislation of a similar nature and any
                Statutory Instrument Order or Direction made or issued pursuant
                thereto

        1.11    "the Tenant" includes the successors in title of the Tenant and
                where more than one person is party hereto as tenant includes
                all or either or any of such persons and their liability in
                respect of the obligations on the part of the Tenant contained
                or implied herein shall be joint and several

        1.12    "the Tenants Service Media" means all drains pipes flues wires
                cables meters gutters and sewers and all other conducting media
                plant equipment and apparatus exclusively serving the Demised
                Premises (whether the same are within the Demised Premises or
                any adjoining or adjacent premises owned by the Landlord) save
                those of statutory undertakers

        1.13    "the Term" means the term hereby created and includes any
                statutory continuation or extension thereof


                                       3
<PAGE>   9

        1.14    Any references to a specific statute include any statutory
                extension or modification amendment or re-enactment of such
                statute and any general reference to "statute" or "statutes"
                includes any regulations or orders made under such statute or
                statutes 

2. DEMISE

        THE Landlord HEREBY DEMISES unto the Tenant ALL THOSE the Demised
        Premises TOGETHER with the rights set out in the First Schedule hereto
        EXCEPT AND RESERVING unto the Landlord and all other persons entitled
        thereto the matters set out in the Second Schedule hereto TO HOLD unto
        the Tenant for the term from the Twenty-fifth day of December One
        thousand nine hundred and ninety-six until the Thirtieth day of November
        Two thousand and eight (determinable as hereinafter provided) YIELDING
        AND PAYING therefor the principal yearly rent of ONE HUNDRED AND FORTY
        TWO THOUSAND FIVE HUNDRED POUNDS (Pounds 142,500) (capable of increase
        as provided in the Third Schedule hereto) and the additional yearly rent
        payable in accordance with the Fourth Schedule hereto such rents clear
        of all deductions to be paid by equal quarterly payments in advance on
        the usual quarter days in every year the first of such payments of the
        principal rent to be made on the Twenty-fifth day of December One
        thousand nine hundred and ninety-six and to be in respect of the period
        from the said Twenty-fifth day of December One thousand nine hundred and
        ninety-six to the next following quarter day 

3. TENANT'S COVENANTS

        THE Tenant hereby covenants with the Landlord as follows:-

        3.1     Rent

                To pay the said rent or rents at the times and in the manner
                aforesaid without any deductions


        3.2     Rates and outgoings

                3.2.1   To pay and discharge all existing and future rates taxes
                        duties charges assessments and outgoings payable in
                        respect of the Demised Premises whether by the owner or
                        occupier and also all charges for water


                                       4
<PAGE>   10


                        electricity and gas used on the Demised Premises and in
                        case any rate tax duty charge assessment or outgoing
                        shall be assessed charged imposed upon or payable in
                        respect of the Demised Premises jointly with other
                        premises or the water electricity or gas shall be
                        metered jointly with that used on other premises or any
                        rate or charge for water shall be assessed on or payable
                        in respect of the Building or any lavatories or
                        water-closets therein used by the Tenant in common with
                        others to pay to the Landlord on demand a fair
                        proportion to be settled in case of difference by the
                        Landlord's surveyor acting reasonably (except such as
                        are payable on a disposal of any interest in reversion
                        to this Lease)

                3.2.2   As soon as the same shall come to the notice of the
                        Tenant the Tenant shall notify the Landlord of any
                        actual or proposed change in the details of or reference
                        to the Demised Premises (or any part thereof or any
                        hereditament of which the Demised Premises form part) in
                        the local non-domestic rating list and of any material
                        change in circumstances by reference to which any such
                        change has been is being or might be proposed

                3.2.3   The Tenant shall not make in relation to the local
                        non-domestic rating list any proposal concerning the
                        listing of the Demised Premises (or any part thereof or
                        any hereditament of which the Demised Premises form
                        part) without first having written details of such
                        proposal to the Landlord

        3.3     Costs of Notices

                3.3.1   To pay all reasonable costs charges and expenses
                        (including solicitors' costs and disbursements and
                        surveyors' fees) properly incurred by the Landlord

                        3.3.1.1 for the purpose of incidental to or in
                                contemplation of the preparation and service of
                                a notice whether under Section 146



                                       5
<PAGE>   11


                                of the Law of Property Act 1925 and/or Section
                                147 of that Act or pursuant to the provisions
                                hereof requiring the Tenant to remedy a breach
                                of any of the Tenant's covenants herein
                                contained (and including the costs (where
                                appropriate) of the preparation and service of a
                                schedule of dilapidations whether before or
                                after the expiration of the Term)
                                notwithstanding that forfeiture is avoided
                                otherwise than by relief granted by the Court
                                and

                        3.3.1.2 in the recovery or attempted recovery of arrears
                                of rent or other sums due from the Tenant
                                whether by distress levied upon the Tenants
                                goods in the Demised Premises or otherwise

                        3.3.1.3 in respect of any action reasonably taken by or
                                on behalf of the Landlord in order to prevent or
                                procure the remedying of any breach or
                                non-observance or non-performance of any of the
                                covenants conditions or agreements herein
                                contained and on the part of the Tenant to be
                                observed and performed

                3.3.2   to pay all reasonable costs and expenses (including
                        solicitors costs and disbursements and surveyors' fees)
                        properly incurred by the Landlord in considering and (if
                        such be the case) granting consent licence or approval
                        to any request or application for the Landlord's consent
                        licence or approval to any matter in respect of which
                        the Tenant seeks such consent licence or approval
                        hereunder whether or not the request or application is
                        withdrawn or refused or preferred subject to any lawful
                        qualification or condition

        3.4     Signboard

                To pay within 21 days of demand to the Landlord the cost
                incurred by the Landlord in writing in the general style adopted
                by the Landlord for the Office Block the name of the Tenant and
                the situation of the Demised Premises on such



                                       6



<PAGE>   12




                name board and in such other situations within the Office Block
                as the Tenant shall desire and the Landlord shall approve

        3.5     Entry by Landlord

                To permit the Landlord its agents and employees and all persons
                authorised by the Landlord with or without workmen and equipment
                to enter the Demised Premises at all reasonable times by
                appointment except in the event of emergency and then at any
                time - 

                3.5.1   to take inventories of the Landlord's fixtures therein
                        or

                3.5.2   to view the state of repair and condition of the Demised
                        Premises

                3.5.3   to inspect repair maintain decorate clean improve or
                        alter any adjoining or adjacent property and any areas
                        structures or things (if any) the maintenance of which
                        is the responsibility of the Landlord hereunder but only
                        to the extent that this cannot be done without entering
                        the Demised Premises

                3.5.4   to enable the Landlord to comply with its covenants
                        hereunder or

                3.5.5   to prepare a Schedule of dilapidations or

                3.5.6   to exercise the rights excepted and reserved hereunder
                        or

                3.5.7   to ascertain that the covenants and conditions of this
                        Lease have been observed and performed

                PROVIDED THAT the Landlord shall make good as soon as reasonably
                practicable any damage done to the Demised Premises and shall
                cause as little interruption to the Tenant's business as
                reasonably possible but the Tenant shall not be entitled to
                compensation for any inconvenience occasioned by such entry

        3.6     Repair

                To keep the Demised Premises (including without prejudice in any
                way to the foregoing words all doors window furniture window
                stays the inner sills to windows inner framing and glazing beads
                and whole of any secondary double glazing units floors ceilings
                and plaster and other finishes to walls pipes and electrical and
                gas installations from the points where the supplies enter the


                                       7

<PAGE>   13

                meters serving the demised premises) in good and tenantable
                repair and condition (damage by any of the Insured Risks
                excepted and the Tenant need not remedy but the Landlord will
                remedy at its own expense any defect in design or construction
                revealed by the 30th November 1998) and in such repair and
                condition (except as aforesaid) to yield up the same at the
                expiration or sooner determination of the Term

                AND in particular to clean treat repair or maintain in
                accordance with the manufacturers requirements (such
                requirements to be notified to the Tenant in writing by the
                Landlord) any part of the Demised Premises specified in writing
                by the Landlord and to indemnify and keep indemnified the
                Landlord against the consequences of failure so to do including
                (without limitation) the consequences of invalidating any
                guarantee or warranty given by the manufacturer or supplier of
                any such part

        3.7     Repairs after notice

                Within 21 days or sooner if requisite and possible after receipt
                of written notice requiring the Tenant so to do to commence and
                diligently to proceed to repair such defects and wants of
                reparation as shall be specified in such notice and for which
                the Tenant is liable hereunder And if the Tenant shall fail so
                to do it shall be lawful for the Landlord and its workmen to
                enter the Demised Premises with all necessary equipment to carry
                out such repairs and all expenses incurred thereby shall be paid
                by the Tenant to the Landlord forthwith on demand as liquidated
                damages and the Tenant shall keep the Landlord indemnified
                against all costs claims actions or demands that may arise from
                the existence or remedying of any such defects or wants of
                reparation or the exercise of (or entitlement to exercise) the
                right of entry hereby reserved including without prejudice to
                the generality of the foregoing any liability arising under
                Section 4 of the Defective Premises Act 1972


                                       8


<PAGE>   14

        3.8     Defects etc

                Upon any defect or want of repair for which the Landlord is
                responsible pursuant to Clause 4.1 hereof coming to the notice
                of the Tenant forthwith to give written notice thereof to the
                Landlord

        3.9     Statutory Works

                To do and execute or cause to be done or executed all such works
                and things as under or by virtue of any enactment or statutory
                instrument or any notice order or direction given or made
                pursuant thereto for the time being in force are or shall be
                directed or necessary to be done or executed upon or in respect
                of the Demised Premises or any part thereof whether by owner or
                occupier landlord or tenant and not to do suffer or omit
                anything in contravention thereof and at all times to keep the
                Landlord indemnified against all claims demands and liability in
                respect thereof

        3.10    Observe rules and regulations

                To abide by and observe all reasonable and proper general rules
                and regulations for the conduct of the tenants of the Building
                laid down by the Landlord from time to time and notified in
                writing to the Tenant a copy of those (if any) in force at the
                date hereof being annexed hereto

        3.11    Decoration

                Once in every five years of the Term and in any event
                immediately before giving up possession of the Demised Premises
                to paint with two coats of good quality paint paper emulsion
                grain varnish or otherwise treat to the reasonable satisfaction
                in each case in all respects of the Landlord's surveyor (and
                where appropriate in accordance with the manufacturers
                requirements) such parts of the interior of the Demised Premises
                as have been previously or usually or which ought to be so
                treated

        3.12    Cleaning

                To keep the interior of the Demised Premises properly cleaned
                and to clean the windows of the Demised Premises both inside and
                out at least once every month



                                       9
<PAGE>   15


        3.13    Planning

                3.13.1  To comply in all respects with the provisions and
                        requirements of the Planning Acts and of all consents
                        permissions and conditions (if any) granted or imposed
                        or having effect thereunder so far as the same
                        respectively relate to or affect the Demised Premises or
                        any part thereof or any operations works acts or things
                        already or hereafter to be carried out executed done or
                        omitted thereon or the use thereof for any purpose

                3.13.2  So often as occasion shall require at the expense in all
                        respects of the Tenant to obtain all such consents and
                        permissions (if any) as may be required for the carrying
                        out of any operations on the Demised Premises or the
                        institution or continuance thereon of any use thereof
                        which may constitute development within the meaning of
                        the Planning Acts but so that no application for
                        planning permission shall be made without the previous
                        written consent of the Landlord which consent shall not
                        be unreasonably withheld or delayed

                3.13.3  To pay and satisfy any charge that may hereafter be
                        imposed under the Planning Acts in respect of the
                        carrying out or maintenance of any such operations or
                        the institution or continuance of any such use as
                        aforesaid

                3.13.4  Notwithstanding any consent which may be granted by the
                        Landlord under this Lease not to carry out or make any
                        alteration or addition to the Demised Premises or any
                        change of use thereof (being an alteration or addition
                        or change of use which is prohibited by or for which the
                        Landlord's consent is required to be obtained under this
                        Lease and for which a planning permission needs to be
                        obtained) before a planning permission therefor has been
                        produced to the Landlord and acknowledged by it in
                        writing as satisfactory to it But so that the Landlord
                        may refuse so to express its satisfaction with any such
                        planning permission on the ground that the period
                        thereof or any condition contained therein or anything
                        omitted therefrom in the


                                       10


<PAGE>   16

                        reasonable opinion of its surveyor would be or be likely
                        to be prejudicial to its interest in the Demised
                        Premises whether during the Term or follow the
                        determination or expiration thereof


                3.13.5  Unless the Landlord shall otherwise direct to carry out
                        and complete before the expiration or sooner
                        determination of the Term any works stipulated to be
                        carried out to the Demised Premises by a date subsequent
                        to such expiration or sooner determination as a
                        condition of any planning permission granted for any
                        development begun before such expiration or sooner
                        determination

                3.13.6  If and when called upon so to do to produce to the
                        Landlord or its surveyor all such plans documents and
                        other evidence as the Landlord may reasonably require in
                        order to satisfy itself that the provisions of this
                        covenant have been complied with in all respects

        3.14    Letting and sale notices

                Where the Tenant has lost or is not pursuing its rights to renew
                this Lease under the terms of the Landlord and Tenant Act 1954
                or otherwise or where the Landlord has indicated that it will
                oppose any such renewal to permit the Landlord or its agent at
                any time during the Term to put up boards or notices at or on
                the Demised Premises advertising that the Landlord's interest in
                the Building is for sale and during the last three months before
                the expiration or sooner determination of the Term to put up
                boards or notices at or on the Demised Premises stating that the
                Demised Premises are to let which boards or notices shall not
                unreasonably obstruct any light or air to the Demised Premises
                and shall not be interfered with by the Tenant and to admit
                prospective purchasers or tenants who have written authority
                from the Landlord to view the Demised Premises during ordinary
                business hours causing as little interruption to the Tenant's
                business as reasonably possible



                                       11
<PAGE>   17

        3.15    Notices

                Within seven days of the service thereof to give full
                particulars to the Landlord of any notice order or proposal
                therefor relating to or affecting the Demised Premises given
                made or issued by any competent authority and without delay to
                comply with the same PROVIDED that if the Landlord so requires
                in writing the Tenant will join with the Landlord in objecting
                to or contesting the same

        3.16    Telecommunications Act 1984

                Without prejudice to any other provisions of this Lease to give
                notice to the Landlord of any rights to be granted by the Tenant
                pursuant to the Telecommunications Act 1984 and full details of
                any works to be carried out prior to or as a result of the grant
                of such rights and (unless such rights or works shall have been
                approved by the Landlord under any other provision of this
                Lease) to withhold any agreement in writing by the Tenant to
                such rights or works for so long as it shall be competent to the
                Tenant so to do or for so long as shall be necessary to afford
                the Landlord a reasonable opportunity to make representations to
                the operator (as in the said Act defined) concerning any aspect
                of the rights or works which may affect the Landlord or any
                other tenant of the Landlord (whichever period shall be the
                shorter)

        3.17    Alterations

                Not to make or suffer to be made any alterations in the
                construction or arrangement of the Demised Premises or the
                external appearance thereof or to cut maim or injure or permit
                or suffer to be cut maimed or injured any of the walls columns
                or structural members of the Demised Premises and in the event
                of non-observance to remove any such alterations and make good
                and restore the Demised Premises to their former state within
                twenty-one days of the Landlord giving written notice to the
                Tenant so to do PROVIDED THAT if the Tenant shall so fail to do
                it shall be lawful for the Landlord and its workmen to enter the
                Demised Premises with or without all necessary equipment to so
                remove such alterations make good and so restore the Demised
                Premises and all



                                       12
<PAGE>   18


                expenses incurred or sustained thereby shall be paid by the
                Tenant to the Landlord on demand as liquidated damages and the
                Tenant shall keep the Landlord indemnified against all costs
                claims actions or demands that may arise from the existence of
                such alterations or such removal making good and restoration and
                the exercise of the right of entry hereby reserved PROVIDED THAT
                (subject always to Clause 3.31 hereof) this prohibition shall
                not prevent the Tenant from erecting or altering internal
                non-structural partitioning with the previous consent in writing
                of the Landlord (which consent shall not be unreasonably
                withheld or delayed)

        3.18    User

                Not to use or suffer the use of the Demised Premises as a
                betting office or as offices in connection with any public or
                social service dealing with the payment of benefits to the
                public nor otherwise than as high class offices

        3.19    Alienation

                3.19.1  Not to assign underlet or charge part only of the
                        Demised Premises

                3.19.2  Not to assign the whole of the Demised Premises without
                        the prior written consent of the Landlord (such consent
                        not to be unreasonably withheld and which shall if the
                        Landlord requires take the form of a formal licence
                        under hand) provided that the Landlord shall be
                        entitled:-

                        3.19.2.1 to withhold its consent in any of the
                                 circumstances set out in clause 3.19.4

                        3.19.2.2 to impose all or any of the matters set out in
                                 clause 3.19.5 as a condition of its consent

                3.19.3  The provisos to clause 3.19.2 shall operate without
                        prejudice to the right of the Landlord to withhold such
                        consent on any other ground or grounds where such
                        withholding of consent is reasonable or to impose any
                        further condition or conditions upon the grant of
                        consent where the imposition of such condition or
                        conditions is reasonable



                                       13

<PAGE>   19
           3.19.4     The circumstances referred to in clause 3.19.2 are as
                      follows:-

                      3.19.4.1   where the assignee is an associated company of
                                 the Tenant unless that associated company is of
                                 no lesser financial strength than the Tenant at
                                 the date of the application for consent to
                                 assign

                      3.19.4.2   where in the reasonable opinion of the Landlord
                                 it has not been satisfactorily demonstrated
                                 that the proposed assignee is able and likely
                                 to perform and observe and will be able and
                                 likely to perform and observe the tenant's
                                 covenants and obligations under this Lease and
                                 any deed which has then been entered into
                                 supplemental or pursuant to this Lease

                      3.19.4.3   Where the proposed assignee enjoys diplomatic
                                 or state immunity

                      3.19.4.4   Where the assets of the proposed assignee upon
                                 which any reasonable assessment of financial
                                 strength is based are not in the United Kingdom
                                 or some other jurisdiction with which there is
                                 subsisting with the United Kingdom a system of
                                 reciprocal enforcement of judgements

           3.19.5.    The conditions refrred to in clause 3.19.2 are as
                      follows:-

                      3.19.5.1   the execution and delivery to the Landlord 
                                 prior to or contemporaneously with the 
                                 assignment in question of a deed of guarantee 
                                 in the form set out in the Fifth Schedule 
                                 hereto (being an authorised guarantee 
                                 agreement within Section 16 of the Landlord 
                                 and Tenant (Covenants) Act 1995)

                      3.19.5.2   the payment to the Landlord of all rents and
                                 other sums which have fallen or which fall due
                                 under this Lease prior to the date of the
                                 assignment



                                       14
<PAGE>   20


           3.19.6     Not to underlet hold in trust part with or share
                      possession or occupation of the Demised Premises or any
                      part thereof except to the extent permitted under this
                      clause

           3.19.7     Not to underlet the Demised Premises as a whole unless
                      each of the following conditions is fulfilled:-

                      3.19.7.1   the Tenant obtains the prior written consent of
                                 the Landlord (such consent not to be
                                 unreasonably withheld)
 
                      3.19.7.2   the intended undertenant enters into a covenant
                                 by deed with the Landlord to observe and
                                 perform all the covenants herein contained and
                                 on the Tenant's part to be observed and
                                 performed (except the covenant to pay the rent
                                 reserved by this Lease)

                      3.19.7.3   the intended Underlease:-


                                 3.19.7.3.1 is granted without any fine or
                                            premium and at the open market
                                            rental value at the time of the
                                            grant of the underlease

                                 3.19.7.3.2 contains provisions for the upwards
                                            only review of the rent reserved by
                                            such underlease on the same terms
                                            and occurring at least as frequently
                                            as under this Lease

                                 3.19.7.3.3 contains covenants conditions and
                                            provisions no less onerous than
                                            those imposed on the Tenant by or
                                            pursuant to this Lease (except the
                                            covenant to pay the rent reserved by
                                            this Lease)

                                 3.19.7.3.4 contains a covenant by the
                                            undertenant with the Tenant not to
                                            assign charge underlet hold in trust
                                            part with or share possession or
                                            occupation of the Demised Premises
                                            or any part thereof Provided that
                                            the undertenant may assign or charge
                                            the


                                       15


<PAGE>   21

                                            whole of the Demised Premises with
                                            the prior written consent of the
                                            Landlord (such consent not to be
                                            unreasonably withheld)

                                 3.19.7.3.5 contains a covenant prohibiting the
                                            undertenant from doing or suffering
                                            any act or thing on or in relation
                                            to the Demised Premises underlet
                                            inconsistent with or in breach of
                                            the provisions of this Lease

                                 3.19.7.3.6 contains a condition for re-entry on
                                            breach of any covenant by the
                                            undertenant

           3.19.8     In relation to any permitted underlease to ensure that:-

                      3.19.8.1   all the covenants and obligations of the
                                 undertenant thereunder are enforced

                      3.19.8.2   the rent reserved by any underlease is neither
                                 reduced or commuted nor payable further in
                                 advance than provided for by that underlease

                      3.19.8.3   the rent reserved by any underlease is reviewed
                                 in accordance with its terms but the same shall
                                 not be agreed without the prior written consent
                                 of the Landlord (such consent not to be
                                 unreasonably withheld)

                      3.19.8.4   there is no waiver of any breach on the part of
                                 any undertenant and no variation in the terms
                                 or a surrender of any underlease without the
                                 prior written consent of the Landlord (such
                                 consent not to be unreasonably withheld)

                      3.19.8.5   every such underletting shall include rights to
                                 use all the said car parking spaces

                      3.19.8.6   the Tenant and the prospective undertenant
                                 first obtain from the Court an Order pursuant
                                 to section 38(4) of the Landlord and Tenant Act
                                 1954 (as amended by the Law of Property



                                       16
<PAGE>   22


                                 Act 1969) authorizing the inclusion in the
                                 proposed underlease of a provision that the
                                 terms of sections 24 to 28 of the said Act of
                                 1954 shall be disregarded in relation to the
                                 said underletting and that the said underlease
                                 includes such a provision

           3.19.9     Within one month after any assignment charge underletting
                      or other disposition of the Demised Premises or of a
                      devolution thereof in case of death to supply to the
                      Landlord for registration two certified copies of every
                      such assignment charge underlease instrument probate or
                      letters of administration and pay to the Landlord a
                      reasonable fee (but not less than twenty-five pounds) for
                      every such registration

           3.19.10    Within fourteen days of being requested so to do by the
                      Landlord to give written notice to the Landlord of the
                      names and addresses or registered offices of all persons
                      or companies in occupation of the Demised Premises the
                      rent review date or dates in any underleases relating to
                      the Demised Premises and the rent or rents currently paid
                      by such occupiers

3.20 Lavatories

           Not to use or suffer the use of the lavatories and water-closets for
           the disposal of refuse oil grease or any deleterious objectionable
           dangerous poisonous or explosive matter or substance or for any
           purpose which may cause a stoppage in the pipes connecting the
           lavatory basins and water-closets with the waste water pipes and
           soil pipes or in such waste water pipes and soil pipes

3.21 Nuisance

           Not to do or permit or suffer to be done upon the Demised Premises or
           the Car Park or any area over which the Tenant is granted rights
           under this Lease anything which may be or tend to be illegal or a
           nuisance annoyance or disturbance or cause damage to the Landlord or
           any of the occupants of the Building or the adjoining or adjacent
           property


                                       17

<PAGE>   23


3.22 Obstruction

           Not to place or deposit anything in or to obstruct or to suffer
           anything to be placed or deposited or any obstruction to be made in
           the vestibules passages and staircases or the Car Park the forecourt
           areas yards and fire escapes of the Building or to cover up or
           obstruct or suffer to be covered up or obstructed any glass windows
           or partitions in any manner whatsoever

3.23 Floor loading

           Not to overload the floors and where a loading capacity is prescribed
           by the Landlord's surveyor not to exceed such prescribed loading
           capacity

3.24 Auction

           Not to hold or suffer to be held any auction assembly or public
           meeting upon the Demised Premises

3.25 Machinery, etc

           Not to store or place or suffer to be stored or placed in or about
           the Demised Premises any articles or materials of a specially
           combustible inflammable or dangerous nature or any machinery or
           mechanical or electrical/electronic equipment other than small
           machines or mechanical or electrical/ electronic equipment generally
           used in offices subject at all times to the provisions of Clause 3.23
           hereof

3.26 Signs etc

           Not without the written consent of the Landlord to affix paint or
           exhibit or suffer to be affixed painted or exhibited on the exterior
           of the Demised Premises or the Office Block or on or from the windows
           vestibules passages or staircases thereof any flag signboard placard
           poster or advertisement or show of business whatsoever

3.27 Hours of use etc

           Not to sleep nor suffer anyone to sleep upon the Demised Premises nor
           to use or suffer the use of the same or any part thereof for
           residential purposes nor to use or suffer the same to be used for any
           purpose whatsoever on Sundays or Bank or



                                       18
<PAGE>   24


           other public holidays or before eight a.m. or after two p.m. on
           Saturdays or before eight a.m. or after seven p.m. on other days
           Provided that following a written request by the Tenant to the
           Landlord the Tenant may have access to the Demised Premises outside
           the said hours in accordance with the provisions contained in the
           Seventh Schedule hereto which provisions the Tenant hereby covenants
           to observe and perform

3.28 Not to leave premises vacant

           Not to leave the Demised Premises vacant for more than thirty
           consecutive days

3.29 Lifts

           Not without the consent of the Landlord to use any available
           passenger lift in the Office Block otherwise than for the conveyance
           of passengers

3.30 Not to invalidate insurance

           Not to do or suffer to be done anything whereby the policy or
           policies of insurance on the Demised Premises or on the Building
           against damage by the Insured Risks may become void or voidable or
           whereby the rate of premium thereon may be increased or the renewal
           thereof may be refused and to repay to the Landlord all sums paid by
           it by way of increased premium and all expenses incurred by it in or
           about any renewal of such policy or policies rendered necessary by a
           breach or non-observance hereof

3.31 Air-conditioning/cooling system

           That no equipment machinery or apparatus shall be installed or
           operated in the Demised Premises and nothing shall be done or omitted
           in the Demised Premises which may cause the efficiency of the heating
           ventilation air-conditioning and cooling system (if any) installed in
           the Demised Premises to be diminished or impaired in any way
           whatsoever

3.32 Car Park

           (a)        Not to use or suffer the use of the Car Park otherwise
                      than for the parking of private motor vehicles


                                       19

<PAGE>   25

           (b)        Not to bring in or upon the Car Park any inflammable or
                      combustible material or substance save such petrol and oil
                      as is contained in the storage tanks of any cars which the
                      Tenant is at the time being entitled to park thereon

           (c)        To comply with such reasonable regulations or directions
                      as may from time to time be given by the Landlord to the
                      Tenant concerning the use of the Car Park and the means of
                      access thereto

           (d)        Not to do or cause or permit or suffer to be done any
                      damage to the Car Park or the Building or to any property
                      of the Landlord of any kind whatsoever in or about or
                      adjoining or adjacent to the Car Park or the Building and
                      in the event of the Tenants doing or causing or permitting
                      or suffering to be done any such damage as aforesaid
                      forthwith to make good the same provided that in default
                      the Landlord may make good such damage and recover the
                      cost as a debt due from the Tenant

4.  LANDLORD'S COVENANTS

    THE Landlord hereby covenants with the Tenant as follows:-

    4.1 Repair 

           To keep the roof external walls and load bearing members of the
           structure of the Office Block and all things in or about the Building
           used by the Tenant in common with others and not included in the
           Demised Premises and those parts of the windows of the Demised
           Premises not the responsibility of the Tenant in good and tenantable
           repair and condition

           PROVIDED THAT

           4.1.1      the Landlord shall not be liable to make good any damage
                      by any of the Insured Risks where the insurance moneys are
                      irrecoverable through the act or default of the Tenant or
                      any sub-tenant or licensee of his and

           4.1.2      any liability of the Landlord hereunder to rebuild the
                      Building or any part thereof shall be deemed to have been
                      satisfied if the Landlord provides in the rebuilt premises
                      accommodation as convenient and



                                       20
<PAGE>   26

                      commodious as but not necessarily identical with that
                      previously existing

    4.2 Insurance

           4.2.1      To effect and maintain insurance of the Demised Premises
                      (including insurance against loss of rent for three years
                      and in respect of professional fees and debris removal) in
                      the full reinstatement value thereof against damage by the
                      Insured Risks and to apply any monies received by virtue
                      of such insurance in making good the damage or loss to
                      which it relates and any liability of the Landlord to
                      reinstate the Demised Premises shall be satisfied if the
                      Landlord provides in the rebuilt or reinstated premises
                      accommodation as convenient and commodious as but not
                      necessarily identical with that previously existing And if
                      the Demised Premises shall be rendered wholly or partially
                      unfit for occupation through damage by any of the Insured
                      Risks then unless the insurance monies are irrecoverable
                      through the act or default of the Tenant or any sub-tenant
                      or Licensee of his the rent payable hereunder shall be
                      abated to an extent proportionate to the extent of the
                      damage and the duration of such unfitness for occupation
                      but for a period not exceeding three years PROVIDED THAT
                      the term "Insured Risks" and the Landlord's obligations
                      under this subclause shall each be deemed to be qualified
                      to the extent that Norwich Union Fire Insurance Society
                      Limited (or such other company with which the Demised
                      Premises are from time to time insured) shall decline to
                      effect cover or shall impose any excess or qualification
                      on the cover effected

           4.2.2      Any dispute as to the amount or extent of such cesser of
                      rent shall be referred to the award of a single arbitrator
                      if the Landlord and the Tenant can agree upon one and
                      otherwise to an arbitrator appointed by the President for
                      the time being of the Royal Institution of Chartered
                      Surveyors upon the application of either party and in
                      either case in



                                       21
<PAGE>   27

                      accordance with the provisions of the Arbitration Acts
                      1950-1979 any statutory modification thereof for the time
                      being in force

    4.3 Quiet enjoyment

           That the Tenant paying the rent or rents and observing the covenants
           on the Tenant's part herein contained shall during the Term
           quietly enjoy the Demised Premises without any interruption by the 
           Landlord or any person lawfully claiming under or in trust for it 

    4.4 Services

           To use reasonable endeavours to provide the services and carry out
           the works set out in sub-paragraphs 2 to 19 inclusive of Part II of
           the Schedule hereto 

           Provided that -


           (a)        no claim for loss damage or compensation shall lie
                      against the Landlord for any failure to supply the same

           (b)        if the Landlord acting reasonably deems it desirable in
                      accordance with the principles of good estate management
                      it may add to withdraw change or vary any of the services
                      to be provided under this Lease or the method of 
                      providing or carrying out any such services 

5. PROVISOS

    PROVIDED and it is hereby agreed and declared as follows:-

    5.1 Re-entry

           If the rent or rents hereinbefore mentioned or any part thereof shall
           at any time be unpaid for twenty-one days after becoming payable 
           (whether formally demanded or not) or if any covenant on the 
           Tenant's part herein contained shall not be performed or observed or
           if the Tenant shall suffer any execution to be levied on the goods 
           of the Tenant or being a company go into liquidation (otherwise 
           than for the purpose of a reconstruction or amalgamation) or become
           the subject of an Administration Order or be struck off or dissolved
           or being a private person become bankrupt or make any assignment for
           the benefit of creditors or make any arrangement with creditors for
           liquidation of the debts of


                                       22

<PAGE>   28

           the Tenant by composition or otherwise then and in any of the said
           cases it shall be lawful for the Landlord at any time thereafter to
           enter upon the Demised Premises or any part thereof in the name of
           the whole and thereupon the Term shall absolutely determine but
           without prejudice to the right of action of the Landlord in respect
           of any antecedent breach of the Tenant's covenants herein contained

    5.2 Liability on Covenants

           No liability shall attach in respect of any breach of any positive
           covenant (other than covenants for the payment of money) on the part
           of the Landlord or the Tenant herein contained or implied so long as
           the Landlord or the Tenant as the case may be shall be prevented from
           performing the same by statutory restrictions non-availability of
           labour or materials or matters beyond their control except that if
           such breach shall occur as aforesaid the Landlord or the Tenant as
           the case may be shall immediately conditions permit remedy such
           breach and in the event of any such breach of a Tenant's covenant
           nothing been remedied before the Tenant gives up possession of the
           Demised Premises the Tenant shall forthwith pay to the Landlord such
           an amount as shall be necessary to remedy such breach as aforesaid

    5.3 Lifts

           The Landlord shall not be responsible for any loss or inconvenience
           occasioned by the closing of any lift in the Building for repairs or
           any other necessary purposes or for any accidents that may occur to
           the Tenant

    5.4 Light and air

           The Tenant shall not be entitled to any right of access of light or
           air to the Demised Premises which would restrict or interfere with
           the free user of any adjoining or neighbouring property for building
           or any other purpose


                                       23
<PAGE>   29

    5.5 Service of notices

           Section 196 of the Law of Property Act 1925 (as amended by the
           Recorded Delivery Service Act 1962) shall apply to any notice to be
           served hereunder as if such notice were a notice authorized by that
           Act

    5.6 Disputes

           Any disputes arising between the Tenant and other lessees tenants or
           occupiers of the Building as to any easement right or privilege in
           connection with the use of the Demised Premises and the Building
           shall either be decided by the Landlord acting fairly and reasonably
           whose decision shall be binding upon all parties to the dispute or be
           settled in such manner as the Landlord shall reasonably direct

    5.7 Compensation

           To the extent permitted by sub-section (3) of Section 38 of the
           Landlord and Tenant Act 1954 any right of the Tenant to compensation
           under Section 37 of the said Act is hereby excluded and any right to
           compensation under any statutory amendment or re-enactment of such
           Act is hereby excluded to the extent therein permitted

    5.8 Interest on arrears

           If and whenever the Tenant shall fail to pay the rent or rents hereby
           reserved or any part thereof by the date on which the same shall
           become due the Tenant shall pay to the Landlord interest on such
           arrears of rent or rents at the rate of four per cent above the Base
           Rate calculated from the date it was due to the date of actual
           payment thereof and where the Tenant pays any such arrears of rent
           following the appearance of a bailiff instructed by the Landlord then
           any such bailiffs charges and/or commissions shall be paid by the
           Tenant

    5.9 VAT

           5.9.1      Output Tax

                      Any obligation of the Tenant hereunder or under any
                      document entered into pursuant hereto to make payment to
                      the Landlord shall include an


                                       24
<PAGE>   30

                      obligation to pay in addition any VAT payable in respect
                      of the supply to which the payment relates

           5.9.2      Unless the contrary is specified any sum specified in this
                      Lease is (and any sum to be agreed certified determined or
                      ascertained pursuant to the provisions hereof shall be) a
                      sum net of VAT

           5.9.3      Input Tax

                      Any obligation of the Tenant hereunder to repay to the
                      Landlord any expenditure incurred by the Landlord shall
                      include an obligation to repay any VAT forming part of
                      such expenditure but only to the extent that the Landlord
                      is unable to recover such VAT from the Customs & Excise

     5.10 Abandoned

           If at such time as the Tenant has vacated the Demised Premises on the
           determination of the Term either by effluxion of time or otherwise
           any property of the Tenant shall remain in or on the Demised Premises
           and the Tenant shall fail to remove the same within fourteen days
           after being requested by the Landlord so to do the Landlord may as
           agent of the Tenant (and the Landlord is hereby appointed by the
           Tenant to act in that behalf) sell such property and shall then hold
           the proceeds of sale after deducting the costs and expenses of
           removal storage and sale reasonably and properly incurred by it and
           any other moneys due from the Tenant to the Landlord to the order of
           the Tenant PROVIDED ALWAYS THAT if such proceeds of sale shall be
           insufficient to meet the costs and expenses as aforesaid the Tenant
           shall pay the amount of the deficiency on demand and will indemnify
           the Landlord against any claim or liability in respect thereof
           PROVIDED FURTHER THAT the Tenant will indemnify the Landlord against
           any liability by it to any third party whose property shall have been
           sold by the Landlord in the bona fide mistaken belief (which shall be
           presumed unless the contrary be proved) that such property belonged
           to the Tenant


                                       25


<PAGE>   31

     5.11 Managing Agents

           The Landlord shall be at liberty to employ managing agents or other
           professional advisers to discharge the Landlord's duties under these
           presents and whenever the duties of the Landlord have been delegated
           to managing agents or other professional advisers the Tenant shall be
           entitled and required to accept their requirements in discharge of
           the Landlord's duties as being the requirements under these presents
           of the Landlord itself

     5.12 Car Park

           The Landlord shall not be liable for any loss or damage whatsoever
           caused to or suffered by the Tenant or the servants agents licensees
           or visitors of the Tenant or any property of such person or to any
           private motor car or any of the contents or property of on or in any
           such car while it is approaching or in or upon or departing from the
           Car Park whether such loss or damage be due to the negligence of the
           Landlord or any of its servants or agents or to any other cause
           whatsoever

    5.13 Tenant's option to determine

           5.13.1     In this clause "Determination Date" means 25 December 1998

           5.13.2     If the Tenant wishes to determine this Lease on the
                      Determination Date it must 

                      5.13.2.1   serve notice upon the Landlord not less than
                                 twelve months before the Determination Date of
                                 its intention to determine this Lease

                      5.13.2.2   yield up the Demised Premises on the
                                 Determination Date with vacant possession and
                                 otherwise in accordance with clause 3.6

           5.13.3     Subject to compliance with clause 5.13.2 and the proviso
                      hereinafter contained this Lease shall determine upon the
                      Determination Date but without prejudice to the rights of
                      any party against another in respect of any antecedent
                      breach of covenant



                                       26
<PAGE>   32

           5.13.4     Upon the Determination Date and subject to clauses 5.13.2
                      and 5.13.3 and the said proviso the Tenant shall hand
                      over to the Landlord the original lease and all other
                      title deeds and documents relating to the Demised Premises

           PROVIDED that in the event of the Tenant exercising this option it
           shall pay to the Landlord on or prior to the Determination Date a sum
           of SEVENTY ONE THOUSAND TWO HUNDRED AND FIFTY POUNDS (POUNDS 71,250)
           BUT PROVIDED FURTHER that in the event of the Tenant not exercising
           this option the Landlord shall grant to the Tenant a 7 month
           rent-free period with effect from the Determination Date which
           rent-free period for the avoidance of doubt shall apply to a reviewed
           rent payable in accordance with the provisions of the Third Schedule
           from the Determination Date whether or not such reviewed rent has
           been agreed on the Determination Date.

    5.14 Headings

           The clause and schedule headings and the index do not form part of
           this Lease and shall not be taken into account in its construction or
           interpretation

6. SURETY 

    The Surety in consideration of the demise hereinbefore contained having
    been made at its request hereby covenants with the Landlord:-

    6.1 as well after as before any disclaimer of this Lease that the Tenant
        will pay the rent hereby reserved on the days and in manner aforesaid
        and will perform and observe all the Tenant's covenants herein contained
        or implied and that in case of default in such payment of rent or in the
        performance or observance of such covenants as aforesaid or any one or
        more of them then and in every such case the Surety will pay the rent or
        observe and perform any covenant in respect whereof the Tenant shall be
        in default as aforesaid PROVIDED ALWAYS and it is hereby agreed that any
        neglect or forbearance of the Landlord in endeavouring to obtain payment
        of the rent hereby reserved when the same become payable or to enforce
        performance of the several covenants herein on



                                       27
<PAGE>   33

        the Tenant's part contained or implied and any time which may be given
        to the Tenant by the Landlord shall not release or exonerate or in any
        way affect the liability of the Surety under this clause

    6.2 that if the Tenant shall cease to exist (whether by being struck off the
        Register of Companies or otherwise) or shall go into liquidation
        (otherwise than for the purpose of a reconstruction or amalgamation) or
        being individuals or an individual is adjudicated bankrupt and the
        liquidator or trustee in such bankruptcy as the case may be shall
        disclaim this Lease or a Receiver shall abandon or in any other manner
        terminate the Term or if the Landlord shall forfeit this Lease and if
        the Landlord shall within six months after having actual notice that the
        Tenant has ceased to exist or within six months after such disclaimer
        abandonment termination or forfeiture by notice in writing require the
        Surety to accept a lease of the Demised Premises for a term commencing
        on the day after the Tenant ceased to exist or the day after any such
        disclaimer abandonment termination or forfeiture and expiring on the day
        the Term is due to expire at the same rents and under the like covenants
        and conditions as are reserved by and contained in this Lease (the said
        new lease and rights and liabilities thereunder to take effect as from
        the date of the said disclaimer abandonment or termination) then and in
        such case the Surety shall accept such lease accordingly and execute a
        counterpart thereof

    6.3 that if in relation to any assignment of this Lease the Tenant (which
        term in this sub-clause means the party hereto as tenant and not any
        successor in title) enters into an agreement with the Landlord (being an
        authorised guarantee agreement within the meaning of section 16 of the
        Landlord and Tenant (Covenants) Act 1995) the Surety will execute and
        deliver to the Landlord an agreement under seal in the form set out in
        the Sixth Schedule hereto under which the Surety will guarantee the
        performance of the Tenant's obligations under the said authorised
        guarantee agreement and will (if the Tenant is required by virtue of
        such agreement to take a new lease of the Demised Premises or takes an
        overriding



                                       28

<PAGE>   34

        lease of the Demised Premises under section 19 of the said Act)
        guarantee in the terms of this clause 6 the performance of the covenants
        on the part of the Tenant contained in such new lease or overriding
        lease

7. AGREEMENT FOR LEASE

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

IN WITNESS whereof this instrument has been duly executed as a deed by the
parties hereto the day and year first above written


                   The First Schedule hereinbefore referred to
                          Rights granted to the Tenant

(1) The right in common with the Landlord and all other persons having a like
    right to use for the purpose of access to and egress from the Demised
    Premises the vestibules passages and staircases of the Office Block and also
    any available passenger lift therein AND ALSO the right to use in common
    with all other persons authorised by the Landlord the lavatories and water
    closets in the Office Block allocated to the Tenants use from time to time
    by the Landlord AND ALSO the right in common with all other persons entitled
    thereto and so far as the Landlord has power to grant the same of free
    passage and running of water soil smoke gas and electricity from and to the
    Demised Premises through the Common Service Media and the adjoining or
    adjacent property

(2) The right to park 22 private motor vehicles in the Car Park in such space or
    spaces as the Landlord in its sole discretion shall from time to time
    allocate in writing to the use of the Tenant which allocation, may be
    changed by the Landlord on giving previous notice as frequently as it may
    deem fit and nothing herein shall be construed as conferring on the Tenant
    the exclusive right to use any particular space or spaces in the Car Park

(3) The right for the Tenant and all persons authorised by the Tenant as
    ancillary to the Tenant's occupation of the Demised Premises and in common
    with the Landlord and all other persons having similar rights and in
    accordance with such reasonable



                                       29
<PAGE>   35


    regulations (including those relating to security) as the Landlord may from
    time to time determine to use

    (A) on foot only and with or without trolleys and similar small-wheeled
        vehicles the paladin store indicated as such on the plan numbered 3
        attached hereto for the storage of refuse originating in the Demised
        Premises pending its removal by the local authority 

    (B) with or without vehicles

        (i)     so much of the service yard shown coloured brown on the said
                plan numbered 3 as is necessary for the unloading of goods
                intended for the Demised Premises

        (ii)    the service road and ramps serving the said service yard and
                the Car Park as means of access to and egress from the said yard
                and the Car Park respectively

        (iii)   the roadway shown edged brown on the said plan numbered 3 as a
                means of access between the public highway and the service road
                and ramps referred to in item (B)(ii) hereof until the said
                roadway edged brown becomes adopted as an area maintainable at
                public expense 

                  The Second Schedule hereinbefore referred to
                         Exceptions and Reservations

EXCEPT AND RESERVING unto the Landlord and all other persons entitled thereto
the free passage and running of water soil smoke gas and electricity from other
parts of the Building and the adjoining or adjacent property through the Common
Service Media in or under the Demised Premises and the right to enter the
Demised Premises at any time or times by previous appointment (except in the
event of emergency and then at any time) to inspect maintain alter add to or
repair the same the person or persons exercising such right making good any
damage caused thereby and



                                       30

<PAGE>   36

                   The Third Schedule hereinbefore referred to
                                   Rent Review

1.      The rent payable hereunder shall be reviewed on the Twenty-fifth day of
        December in the years One thousand nine hundred and ninety-eight and Two
        thousand and three each such date being hereinafter called a "Rent
        Review Date"

2.      For the purpose of this Schedule the expression "Market Rental Value"
        means the annual rack rent of the Demised Premises having the benefit of
        (for the avoidance of doubt) the car parking rights referred to in the
        First Schedule at the relevant Rent Review Date

        (A)     On the following assumptions:

                (1)     that the Demised Premises are available and fit for
                        immediate occupation and are ready for any use permitted
                        by this Lease or any licence or consent granted by the
                        Landlord or for such other purpose for which planning
                        permission may have been granted and that no work has
                        been carried out thereon by the Tenant its sub-tenants
                        or their predecessors in title during the Term which has
                        diminished the rental value of the Demised Premises and
                        that if the Demised Premises have been destroyed or
                        damaged they have been fully restored

                (2)     that the Demised Premises are available to be let in the
                        open market by a willing landlord to a willing tenant as
                        a whole without a premium but with vacant possession and
                        subject to the provisions of this Lease (other than the
                        amount of the rent hereby reserved but including the
                        provisions for rent review) for a term equal to the
                        residue of the Term of this Lease then remaining
                        unexpired or a Term of five years commencing on the Rent
                        Review Date whichever is the greater

                (3)     that the Demised Premises may be used for the purposes
                        permitted by this Lease or any licence or consent
                        granted by the Landlord or for such other purpose for
                        which planning permission may have been granted at the
                        request of the Tenant whichever would yield the highest
                        rent



                                       31
<PAGE>   37

                (4)     that the covenants herein contained have been fully
                        performed and observed and

                (5)     that no reduction is to be made to take account of any
                        rental concession which on a new letting with vacant
                        possession might be granted to the incoming tenant
                        whether in respect of a period within which its
                        fitting-out works would take place or otherwise

        (B)     But disregarding:-

                (1)     any effect on rent of the fact that the Tenant its
                        sub-tenants or their respective predecessors in title
                        have been in occupation of the Demised Premises and

                (2)     any goodwill attached to the Demised Premises by reason
                        of the carrying on thereat of the business of the Tenant
                        its sub-tenants or their predecessors in title

                (3)     the effect on rent of any improvement (shown to be such
                        by the Tenant) to the Demised Premises or any part
                        thereof completed not more than twenty one years before
                        the relevant Rent Review Date and carried out:-

                        (a)     by the Tenant its sub-tenants or their
                                respective predecessors in tide and

                        (b)     with the previous written approval of the
                                Landlord and with all other necessary consents
                                where required and

                        (c)     otherwise than in pursuance of an obligation to
                                the Landlord and 

                        (d)     without liability on the part of the Landlord to
                                reimburse any part of the cost thereof and

                        (e)     during the Term or during any period of
                                occupation prior thereto arising out of an
                                agreement to grant such Term

                (4)     Any rent-free period granted to the Tenant by the
                        Landlord pursuant to the terms of Clause 5.13



                                       32
<PAGE>   38


3.      The Landlord and the Tenant shall endeavour to agree the Market Rental
        Value as at the relevant Rent Review Date but in the event of the
        Landlord and the Tenant failing so to agree in writing by the relevant
        Rent Review Date (or within such extended period as the Landlord and the
        Tenant shall agree) the Market Rental Value shall be determined by an
        arbitrator such arbitrator to be nominated in the absence of agreement
        between the Landlord and the Tenant by the President of the Royal
        Institution of Chartered Surveyors on the application of the Landlord or
        the Tenant and the decision of such arbitrator shall be binding on both
        the Landlord and the Tenant save to the extent that such decision is set
        aside or varied or remitted by any Court of competent jurisdiction

4.      If the Market Rental Value so agreed or determined as at any Rent Review
        Date shall be found to exceed the rent payable hereunder immediately
        prior to such Rent Review Date there shall be substituted for the yearly
        rent then payable hereunder an increased yearly rent equal to the Market
        Rental Value so agreed or determined but if the Market Rental Value as
        aforesaid shall be equal to or less than the rent payable hereunder
        immediately prior to such Rent Review Date the rent payable immediately
        prior to such Rent Review Date shall continue to be payable until such
        time as it is increased pursuant to the provisions hereof

5.      Such increased yearly rent shall be payable from the relevant Rent
        Review Date for the residue of the Term or until a greater rent is
        substituted therefor under this Schedule but in the event of the Market
        Rental Value not having been agreed or determined by such Rent Review
        Date then the rent payable immediately prior to such Rent Review Date
        shall continue to be payable until such agreement or determination as
        aforesaid and on demand following or in the event of no demand having
        been made on the quarter day next after such agreement or determination
        whichever is the earlier the Tenant shall pay in addition to the
        increased quarter's rent then payable the sums by which the rent paid on
        each rent payment date on or after the Rent Review Date in question fell
        short of the rent subsequently agreed or determined to have been payable
        on that date together with interest (at the annual rate of one per cent
        above Base Rate)



                                       33
<PAGE>   39

        calculated in respect of each such sum from the rent payment date on
        which it was payable to the date on which it is paid 

6.      it is hereby further provided in relation to the Market Rental Value as
        follows:-

        (A)     

                (1)     the arbitration shall be conducted in accordance with
                        the Arbitration Acts 1950 and 1979 or any statutory
                        modification or re-enactment thereof for the time being
                        in force

                (2)     the arbitrator shall have knowledge of and be
                        experienced in the valuation and letting of premises
                        similar to the Demised Premises and in the locality of
                        the Demised Premises

                (3)     it is the intention of the parties that the arbitrator
                        shall make a reasoned award

        (B)     When the amount of any rent to be ascertained as hereinbefore
                provided shall have been so ascertained memoranda thereof shall
                thereupon be signed by or on behalf of the Landlord and the
                Tenant and annexed to this Lease and counterpart thereof and the
                parties shall bear their own costs in respect thereof

        (C)     For the purpose of this Schedule time shall not be of the
                essence

        (D)     The fees and expenses of the arbitrator including the cost of 
                his appointment shall be borne equally by the Landlord and the
                Tenant unless the arbitrator directs otherwise

                  The Fourth Schedule hereinbefore referred to

                                     Part I

                            Payment of service charge


1.      In this Schedule the expressions:-

        1.1     "Accounting Period" shall mean the period from lst January to
                31st December in any year or such other period (not being more
                than twelve months) as the Landlord may in its discretion from
                time to time determine

        1.2     "the Building" shall also include all areas facilities and
                features within the curtilage of the Building and any extensions
                or alterations thereto



                                       34



<PAGE>   40


        1.3     "the Common Parts" means the Common Parts defined in Clause 
                1.1.4 of this Lease

        1.4     "the Engineering Risks" means the risks of impact damage caused
                by fragmentation of plant and machinery death or injury to
                persons and damage to property caused by explosion or collapse
                of boilers or pressure plant sudden and unforeseen physical
                damage to boilers or pressure plant lifts and hoists and other
                machinery (and damage thereby caused to the demised premises)
                and liability to third parties in respect of any accident (other
                than fire or explosion) involving lifts or hoists or such other
                risks as the Landlord may from time to time require PROVIDED
                that any additional or different risks required by the Landlord
                shall be those against which Norwich Union Fire Insurance
                Society Limited (or another comparable and reputable insurance
                company) from time to time offers cover at standard rates in
                respect of properly installed operated and maintained plant and
                machinery

        1.5     "the Expenditure" shall mean:-

                1.5.1   the expenses and outgoings incurred by the Landlord in
                        the Accounting Period in effecting and maintaining 
                        insurance carrying out the repairs and other
                        obligations providing the services and facilities and
                        making the payments relating to the Building all of
                        which are mentioned in Clause 4.1 hereof and Part II of
                        this Schedule

                1.5.2   the reasonable and proper fees of any agents retained by
                        the Landlord to manage and supervise the Building or (at
                        the discretion of the Landlord) a surcharge of 10% of
                        the cost of the obligations and services set out in
                        Clause 4.1 hereof and in sub-paragraphs 2 to 19
                        inclusive of Part II of this Schedule as a management
                        fee

                1.5.3   any Value Added Tax which the Landlord may incur and
                        which is irrecoverable as input tax by the Landlord

                1.5.4   any Value Added Tax which the Landlord may be liable to
                        levy in respect of the Service Charge



                                       35


<PAGE>   41
                1.5.5   such provision for anticipated future expenditure in
                        relation to the services and works referred to in Clause
                        4.1 and Part II of this Schedule as the Landlord shall
                        reasonably deem appropriate but subject to the
                        provisions of Part III of this Schedule including for
                        the avoidance of doubt the replacement and renewal of
                        apparatus machinery or equipment

                1.5.6   interest at:

                        (1)     such reasonable borrowing rate as the Landlord
                                shall have incurred thereon

                        OR      

                        (2)     if the Landlord funds the expenditure itself a
                                rate of two per centrum. above Base Rate on any
                                expenditure charged to any subsequent Accounting
                                Period

        1.6     "the Service Charge" shall be a fair proportion to be fixed by
                the Landlords Surveyor acting fairly and reasonably of the
                Expenditure The Landlord shall have the right to make allowances
                in such calculation for the differences in the insurance of or
                the repairs services and facilities provided or supplied to any
                premises in the Building

2.      As soon as may be practicable prior to the beginning of an Accounting
        Period the Landlord may notify the Tenant in writing of the Landlord's
        reasonable estimate of the Service Charge for the forthcoming Accounting
        Period ("the Interim Sum") and the Tenant shall pay the Interim Sum to
        the Landlord on account of the Service Charge by four equal instalments
        on the usual quarter days Such Interim Sum shall be in substitution for
        that previously payable.  The Interim Sum for the period from the
        Twenty-fifth day of December One thousand nine hundred and ninety-six
        until the end of the first Accounting Period shall be the yearly sum of
        FORTY ONE THOUSAND SEVEN HUNDRED POUNDS (Pounds 41,700)

3.      If the Landlord shall fail to notify the Tenant in accordance with the
        preceding subparagraph then until such notification the Tenant shall
        continue to make payments in


                                       36
<PAGE>   42

        accordance with the last notified Interim Sum or if there has been no
        such notification at the rate specified in the preceding paragraph

4.      The amount of the Service Charge shall be ascertained and certified by a
        certificate (hereinafter called "the certificate") so soon after the end
        of the Accounting Period as may be practicable and shall relate to such
        period and shall be signed by the Landlord's Surveyor (who shall be an
        Associate or Fellow of the Royal Institution of Chartered Surveyors and
        who may be an employee of the Landlord) or the Landlord's Accountant
        (who shall be an Associate or Fellow of the Institute of Chartered
        Accountants of England and Wales or the Chartered Association of
        Certified Accountants and who may be an employee of the Landlord) or
        managing agent (at the discretion of the Landlord) acting as an expert
        and not as an arbitrator 

5.      In the event of

        5.1     the Interim Sum being less than the Service Charge so certified
                the Tenant shall within 21 days of demand pay to the Landlord
                the difference between the Interim Sum and the Service Charge so
                certified (and in relation to the Accounting Period in which the
                term shall expire or determine the obligation to pay the said
                difference shall continue notwithstanding such expiration or
                determination) or

        5.2     the Interim Sum being in excess of the Service Charge so
                certified the overpayment shall be refunded to the Tenant or at
                the discretion of the Landlord shall be credited to the Tenant
                against any outstanding rent or other payments due from the
                Tenant or if there are none against the next payment or payments
                of the Interim Sum

6.      A copy of the certificate for an Accounting Period shall be supplied by
        the Landlord to the Tenant on written request and without charge

7.      The certificate shall contain a summary of the Expenditure during the
        Accounting Period to which it relates together with a summary of the
        relevant details and figures forming the basis of calculation of the
        Service Charge and the certificate (or a



                                       37
<PAGE>   43

        certified copy thereof) shall be conclusive evidence for the purposes
        hereof of facts which it purports to certify save for any manifest
        errors

                                     Part 11
                              Service charge items

1.      Premiums incurred by the Landlord

        1.1     in insuring the Building and the Landlord's fixtures and
                fittings therein of thereon (including insurance against loss of
                rent for three years professional fees and debris removal) 
                against the Insured Risks

        1.2     in effecting property owners liability insurance and third party
                insurance in respect of the Building in a sum reasonably
                determined by the Landlord from time to time

        1.3     in effecting insurance in respect of any plant machinery
                apparatus and equipment in the Building against the Engineering
                Risks

        AND including the cost of any valuation of the Building carried out for
        the purpose of insurance Provided that there shall be no more than one
        such valuation in any period of 3 years

2.      Maintenance repair renewal and decoration of such parts of the Building
        as are not the responsibility of the tenants of the Building including
        (without limitations) the Common Parts the Car Park and the vehicle 
        control barriers at the entrance thereto any landscaped areas service
        are as roadways ramps walls fences and ornamental features)

3.      Providing maintaining repairing and renewing the lighting of the Car
        Park the exterior of the Building and the interior of the Common Parts
        including service areas paths paved areas roadways and ramps

4.      The cost of carrying out any works (or other actions including adequate
        fire drill instruction) upon or to such parts of the Building as shall
        be necessary to comply with any statutory requirement or any notice or
        direction deriving authority under statute and any reasonable 
        requirement or recommendation of any relevant authority or the 
        insurance company with which the Building is from time to time insured
        and the cost



                                       38
<PAGE>   44

        of taking all steps deemed desirable or expedient by the Landlord in
        making representations against or otherwise contesting the incidence of
        the provisions of any statute byelaw or notice concerning town planning
        public health highways streets drainage or other matters relating to or
        alleged to relate to the Building or any part of it for which any tenant
        is not directly and exclusively liable

5.      Provision of a passenger lift service including maintenance repair
        renewal and decoration

6.      Heating the Office Block through the heating installation in the Office
        Block to such temperatures and between such dates in the cold season as
        the Landlord shall determine including insurance maintenance servicing
        repair renewal and decoration of the installation

7.      Ventilating and/or cooling the Office Block including maintenance repair
        renewal and any decoration of the system

8.      The cost of the supply of electricity gas oil or other fuel for the
        provisions of the services

9.      Cleaning the exterior of the Building and the interior of the Common
        Parts including the cleaning of all windows both inside and out insofar
        as such window cleaning is not the responsibility of the tenants of the
        Budding including insurance maintenance repair and any decoration of the
        equipment used in connection with such cleaning

10.     Gritting sanding or treating with chemical ice prevention materials and
        snow clearance when and where appropriate

11.     Provision of such apparatus and equipment (including the maintenance
        repair renewal and insuring of any such apparatus and equipment) and
        staff for the servicing management supervision cleaning and security of
        the Building as the Landlord shall reasonably consider necessary such
        cost to include

        11.1    insurance pension and welfare contributions

        11.2    transport facilities and benefits in kind

        11.3    the provision of uniforms and working clothing



                                       39
<PAGE>   45


        11.4    the provision of vehicles tools appliances cleaning and other
                materials fixtures and fittings and other equipment for the
                proper performance of their duties and a store for housing the
                same and

        11.5    a notional rent (not exceeding current market rent) for any
                premises provided for every such person's use occupancy or
                residence

12.     Providing maintaining repairing and replacing all floor coverings all
        signs signposts furniture furnishings seasonal decorations displays
        ornamental features plants shrubs trees cut flowers public pay
        telephones first aid or other amenities as the Landlord at its
        discretion shall provide in the Common Parts

13.     Provision of and maintaining repairing and replacing the fire fighting
        equipment and securing a supply of water thereto including any sprinkler
        system fire detection equipment and alarm system and any burglar alarms
        or surveillance system and any loud speaker public address or music
        broadcast system in the Building

14.     Provision of hot and cold water and other requisites to the lavatories
        in the Common Parts and including as appropriate the maintenance repair
        renewal and cleaning of all equipment necessary for such provision

15.     Removal and disposal of trade or other refuse from the Building at such
        times and in such manner as the Landlord shall determine including the
        provision maintenance replacement and renewal of any compacting or other
        necessary equipment

16.     Marking out the spaces in the Car Park

17.     All rates taxes assessments duties charges impositions and outgoings
        payable by the Landlord in respect of the Common Parts

18.     The reasonable and proper cost of any works (forming part of the
        services) carried out Pursuant to a planned maintenance programme for
        the Building and the reasonable and proper fees payable by the Landlord
        to any professional consultant engaged to prepare and implement such
        programme

19.     Any other services and facilities as may be provided or supplied by the
        Landlord in accordance with the provisions of Clause 4.4 hereof



                                       40

<PAGE>   46

                                     Part III

The following Provisions shall apply to sums recovered by the Landlord from the
Tenant pursuant to 1aragraph 1.5.5 of Part I of this Schedule in respect of the
anticipated future expenditure:-

1.      The annual sum recovered shall be the proper proportion attributable to 
        the Demised Premises of the annual amount (determined by the Landlord 
        acting reasonably) required to cover the cost of replacing or renewing
        the item of items in question at prices current in the financial year 
        in respect of which the recovery is made and over the period estimated
        (in the same year) to be the expected life of the said item or items 
        (whether or not extending beyond the Term)

2.      All such sums shall be used by the Landlord (insofar as such sums are
        adequate) in discharging the Landlord's obligations under Clause 4
        hereof and any income arising therefrom shall be so used

3.      The Tenant shall not be entitled to repayment of any such sums or any
        part thereof in the event of an assignment or parting with the Tenant's
        interest in the Demised Premises

4.      If the Landlord shall sell or otherwise part with its interest in the
        Building the sums recovered and any income (net of tax) accrued thereon
        shall on completion be handed to the Purchaser or other party acquiring
        the Landlord's interest in the Building

                  The Fifth Schedule hereinbefore referred to
                         Authorised Guarantee Agreement

THIS AGREEMENT is made the        day of            One thousand nine hundred 
and ninety-          BETWEEN

(1) THE NORWICH UNION LIFE INSURANCE SOCIETY whose registered office is at
Surrey Street in the City of Norwich ("the Landlord" which expression includes
the person in whom the reversion expectant on the determination of the Term
hereinafter defined is vested) 

(2) 

("the Assignor")



                                       41
<PAGE>   47

WHEREAS:-

(1)     This Agreement is supplemental to the document or documents ("the
        Lease") short particulars whereof appear in the Schedule hereto whereby
        the premises ("the Premises') described in the said Schedule were
        demised for the term of years ("the Term") mentioned in the said
        Schedule

(2)     The Assignor is entitled to the Premises for the residue of the Term
        subject to the covenants contained in the Lease and the reversion
        expectant on the determination thereof is vested in the Landlord

(3)     Pursuant to the covenant in the Lease application has been made to the
        Landlord by the Assignor for consent to assign the Premises and the
        Landlord has agreed to give licence to assign the Premises to  
           of            ("the Assignee") for the residue of the Term subject 
        to the Assignor covenanting with the Landlord in manner hereinafter 
        appearing

NOW THIS DEED WITNESSETH as follows:-

IN consideration of the grant of the licence hereinbefore referred to the
Assignor covenants with the Landlord:-

1.      (as an obligation distinct from and without prejudice to any contained
        in the Lease) to:-

        1.1     procure that notice is given to the Landlord within 14 days of
                the completion of the assignment indicating the name and address
                of the party to whom future rent demands should be sent

        1.2     give to the Landlord within twenty-eight days of the completion
                of the assignment full particulars thereof including the amount
                of any consideration therefor

2.      that the Assignee will from and after the date of the assignment to it
        pay the rents reserved by the Lease on the days and in manner therein
        provided and will perform and observe all the lessee's covenants in the
        Lease contained or implied and that in case of default in such payment
        of rent or in the performance or observance of such covenants as
        aforesaid or any one or more of them then and in every such case the


                                       42

<PAGE>   48

        Assignor or the Personal Representative(s) of the Assignor will pay the
        rents and observe and perform any covenant in respect whereof the
        Assignee shall be in default as aforesaid PROVIDED ALWAYS and it is
        hereby agreed that any neglect or forbearance of the Landlord in
        endeavouring to obtain payment of the rents reserved by the Lease when
        the same become payable or to enforce performance of the several
        covenants on the lessee's part in the Lease contained or implied and any
        time which may be given to the Assignee by the Landlord shall not
        release or exonerate or in any way affect the liability of the Assignor

3.      that if the Assignee shall cease to exist (whether by being struck off
        the Register of Companies or otherwise) or shall go into liquidation
        (otherwise than for the purpose of a reconstruction or amalgamation) or
        being individuals or an individual is adjudicated bankrupt and the
        liquidator or trustee in such bankruptcy as the case may be shall
        disclaim the Lease or a Receiver shall abandon or in any other manner
        terminate the Term or if the Landlord shall forfeit the Lease and if the
        Landlord shall within six months after having actual notice that the
        Assignee has ceased to exist or within six months after such disclaimer
        abandonment termination or forfeiture by notice in writing require the
        Assignor or his Personal Representative(s) to accept a lease of the
        Premises for a term commencing on the day after the Assignee ceased to
        exist or the day after any such disclaimer abandonment termination or
        forfeiture and expiring on the day the Term is due to expire at the same
        rents and under the like covenants and conditions as are reserved by and
        contained in the Lease (the said new lease and rights and liabilities
        thereunder to take effect as from the date of the said disclaimer
        abandonment or termination) then and in such case the Assignor or his
        Personal Representative(s) shall accept such lease accordingly and
        execute a counterpart thereof and shall pay the Landlord's solicitors'
        costs in connection. with the grant of such lease.

IN WITNESS whereof this instrument has been duly executed as a deed the day and
year first above written


                                       43


<PAGE>   49

                         THE SCHEDULE above referred to

Nature of document:

Date:

Parties:    (1)
            (2)
Term:
Premises:



                   The Sixth Schedule hereinbefore referred to
                  Agreement guaranteeing obligations in an AGA

THIS AGREEMENT is made the         day of             One thousand nine hundred
and ninety-           BETWEEN

(1) THE NORWICH UNION LIFE INSURANCE SOCIETY whose registered office is at
Surrey Street in the City of Norwich ("the Landlord" which expression includes
the person in whom the reversion expectant on the determination of the Term
hereinafter defined is vested) 

(2) 

("the Surety") 

WHEREAS:-

(1)     By an, Authorised Guarantee Agreement dated ____________ and made 
        between the Landlord of the one part and ("the Assignor") of the other
        part the Assignor has entered into obligations guaranteeing the
        performance by its assignee of the obligations of the tenant under the
        lease short particulars whereof appear in the Schedule hereto whereby
        the premises ("the Premises") described in the said Schedule were
        demised for the term of years ("the Term") mentioned in the said
        Schedule

(2)     By virtue of the obligations on the part of the Surety contained in the
        Lease ("the Original Surety Covenants") the Surety has agreed to enter
        into this agreement to


                                       44


<PAGE>   50

        guarantee the performance of the obligations on the part of the Assignor
        as hereinafter appears

NOW THIS DEED WITNESSETH as follows:-

THE Surety hereby covenants with the Landlord:-

1.      that the Assignor will perform and observe all the obligations on its
        part contained in the Authorised Guarantee Agreement and that in case of
        default in such performance or observance as aforesaid then and in any
        such case the Surety or the Personal Representative(s) of the Surety
        will observe and perform any covenant in respect whereof the Assignor
        shall be in default as aforesaid and shall pay or make good to the
        Landlord any losses damages costs or expenses incurred by the Landlord
        as a consequence of such default PROVIDED ALWAYS and it is hereby agreed
        that any neglect or forbearance of the Landlord in endeavouring to
        enforce performance of the said obligations on the part of the Assignor
        or any of them and any time which may be given to the Assignor by the
        Landlord shall not release or exonerate or in any way affect the
        liability of the Surety

2.      that if the Assignor shall (either) be called upon under the terms of
        the Authorised Guarantee Agreement to take up a lease of the Premises
        (or) shall call for the grant to the Assignor of an overriding lease of
        the Premises pursuant to the provisions of section 19 of the Landlord
        and Tenant (Covenants) Act 1995 or any amendment or reenactment thereof
        having similar effect then and in either such case the Surety shall
        enter into covenants with the Landlord mutatis mutandis the same as the
        Original Surety Covenants (to be contained either in such lease or in a
        separate deed as the Landlord shall require in writing) guaranteeing the
        performance of the obligations o the Assignor under such lease

IN WITNESS whereof this instrument has been duly executed as a deed the day and
year first above written

                         THE SCHEDULE above referred to

Nature of document:

Date:


                                       45

<PAGE>   51

 Parties:   (1)

            (2)

Term:

Premises:

                 The Seventh Schedule hereinbefore referred to

The Landlord shall on written request supply to the Tenant keys to enable the
Tenant to use the Demised Premises outside the hours referred to in clause 3.27
hereof (hereinafter called "the specified hours") on the following conditions:-

1.      The keys supplied are to remain in the possession of senior personnel of
        the Tenant whose names shall be notified to the Landlord in writing and
        no further copies of the keys are to be made

2.      The Tenant will use all reasonable endeavours to ensure that no
        unauthorised person gains access to the Building during such times and
        the Tenant has access outside the specified hours

3.      The exterior doors to the Building are to be locked when the Building is
        used outside the specified hours and upon leaving the Building all doors
        are to be locked and the Building left secure

4.      The Tenant will indemnify the Landlord from and against any claim
        arising from or in connection with or caused by the use of the Building
        outside the specified hours attributable to misuse or negligence by the
        Tenant or other permitted occupiers of the Demised Premises

5.      The Landlord reserves the right to withdraw the privilege to use the
        Demised Premises outside the specified hours at any time in the event of
        the Tenant being in breach of the conditions of this Schedule or Clause
        3.21 hereof and thereupon the Tenant will return the keys to the
        Landlord

6.      The Tenant accepts that the use of the Building outside the specified
        hours is entirely at its own risk

7.      The Landlord will not undertake to provide heating lifts or other
        services outside the specified hours but if any such services are used
        then this will be entirely at the


                                       46

<PAGE>   52

        Tenant's own risk and it will reimburse the Landlord with any additional
        expense incurred in the provision of services or any increased insurance
        premium payable

8.      The Tenant will advise the Landlord immediately should any of the said
        keys be lost or misplaced and if such keys shall be lost or misplaced
        and the Landlord considers it necessary to change the locks to the doors
        of the Building then the cost incurred will be borne by the Tenant

9.      On the expiration or sooner determination of this Lease for any reason
        whatsoever or in the case of any assignment or underletting of the
        Demised Premises the keys are to be returned forthwith to the Landlord

10.     The Tenant will observe all requirements communicated to it on the
        Landlord's behalf and comply with any reasonable regulations that the
        Landlord may from time to time impose in connection with the use of the
        Building outside the specified hours


THE COMMON SEAL of            )
QUINTILES (UK) LIMITED        )
was hereunto affixed in the   )                             [SEAL]
presence of:-                 )

                                 Director



                                 Secretary


THE COMMON SEAL of            )
QUINTILES TRANSNATIONAL       )
CORPORATION was hereunto      )                             [SEAL]
affixed in the presence of:-  )

                                 Director



                                 Assistant Secretary


                                       47

<PAGE>   53

<TABLE>
<S>                                                                   <C>
1. DEFINITIONS                                                        1
2. DEMISE                                                             4
3. TENANT'S COVENANT'S                                                4
     3.1 Rent                                                         4
     3.2 Rates and outgoings                                          4
     3.3 Costs of Notices                                             5
     3.4 Signboard                                                    6
     3.5 Entry by Landlord                                            7
     3.6 Repair                                                       7
     3.7 Repairs after notice                                         8
     3.8 Defects etc                                                  9
     3.9 Statutory Works                                              9
     3.10 Observe rules and regulations                               9
     3.11 Decoration                                                  9
     3.12 Cleaning                                                    9
     3.13 Planning                                                   10
     3.14 Letting and sale notices                                   11
     3.15 Notices                                                    12
     3.16 Telecommunications Act 1984                                12
     3.17 Alterations                                                12
     3.18 User                                                       13
     3.19 Alienation                                                 13
     3.20 Lavatories                                                 17
     3.21 Nuisance                                                   17
     3.22 Obstruction                                                18
     3.23 Floor loading                                              18
     3.24 Auction                                                    18
     3.25 Machinery etc                                              18
     3.26 Signs etc                                                  18
</TABLE>



                                       i


<PAGE>   54


<TABLE>
<S>                                                                  <C>
     3.27 Hours of use etc                                           18
     3.28 Not to leave premises vacant                               19
     3.29 Lifts                                                      19
     3.30 Not to invalidate insurance                                19
     3.31 Air-conditioning/cooling system                            19
     3.32 Car Park                                                   19
4. LANDLORD'S COVENANTS                                              20
     4.1 Repair                                                      20
     4.2 Insurance                                                   21
     4.3 Quiet enjoyment                                             22
     4.4 Services                                                    22
5. PROVISOS                                                          22
     5.1 Re-entry                                                    22
     5.2 Liability on Covenants                                      23
     5.3 Lifts                                                       23
     5.4 Light and air                                               23
     5.5 Service of notices                                          24
     5.6 Disputes                                                    24
     5.7 Compensation                                                24
     5.8 Interest on arrears                                         24
     5.9 VAT                                                         24
     5.10 Abandoned Property                                         25
     5.11 Managing Agents                                            26
     5.12 Car Park                                                   26
     5.13 Tenant's option to determine                               26
     5.14 Headings                                                   27
6. SURETY                                                            27
7. AGREEMENT FOR LEASE                                               29
The First Schedule hereinbefore referred to                          29
</TABLE>



                                       ii

<PAGE>   55



<TABLE>
     <S>                                                             <C>
     Rights granted to the Tenant                                    29
     The Second Schedule hereinbefore referred to                    30
     Exceptions and Reservations                                     30
     The Third Schedule hereinbefore referred to                     31
     Rent Review                                                     31
     The Fourth Schedule hereinbefore referred to                    34
     The Fifth Schedule hereinbefore referred to                     41
     Authorised Guarantee Agreement                                  41
     The Sixth Schedule hereinbefore referred to                     44
     Agreement guaranteeing obligations in an AGA                    44
     The Seventh Schedule hereinbefore referred to                   46
</TABLE>

                                      iii