<PAGE>
                                                                   Exhibit 10.11


DATED                              2 NOVEMBER                               1993






                           ORTEM DEVELOPMENTS LIMITED


                                       and

                               CLINTRIALS LIMITED






                                      LEASE

                                       of

                         The Second Floor of Kings Chase

                      107 King Street Maidenhead Berkshire
<PAGE>
                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                          HEADING                                     PAGE
------                          -------                                     ----
<S>                             <C>                                         <C>
1.                              DEFINITIONS                                 1

                                Account Date                                1
                                Building                                    1
                                Carpet                                      1
                                Common Parts                                2
                                Development                                 2
                                Enactment                                   2
                                Floor Boxes                                 2
                                Insurance Cost                              2
                                Insurance Rent                              3
                                Insured Risks                               4
                                Interim Sum                                 5
                                Landlord                                    5
                                Lettable Unit                               5
                                Net Internal Area                           5
                                Normal Business Hours                       6
                                Permitted Part                              6
                                Permitted Use                               6
                                Planning Law                                6
                                Plans                                       6
                                Premises                                    6
                                Public Authority                            6
                                Services                                    7
                                Service Cost                                7
                                Service Media                               7
                                Service Period                              7
                                Service Rent                                8
                                Stipulated Rate                             8
                                Tenant                                      8
                                Term                                        9
                                VAT                                         9
2.                              INTERPRETATION                              9
</TABLE>



                                      - i -
<PAGE>
<TABLE>
<CAPTION>
CLAUSE                          HEADING                                     PAGE
------                          -------                                     ----
<S>                             <C>                                         <C>
3.                              DEMISE AND RENTS                            10

4.                              TENANT'S COVENANTS                          11

      (1)                       Rent                                        11
      (2)                       VAT                                         12
      (3)                       Outgoings                                   12
      (4)                       Compliance with Enactments                  13
      (5)                       Notices                                     13
      (6)                       Repair                                      14
      (7)                       Decoration and general condition
                                and servicing                               14
      (8)                       Refuse                                      15
      (9)                       To permit entry                             15
      (10)                      Compliance with notices relating
                                to repair or condition                      15
      (11)                      Encroachments                               16
      (12)                      Alterations and reinstatement               16
      (13)                      Use                                         18
      (14)                      Signs                                       18
      (15)                      Alienation                                  18
      (16)                      Registration                                24
      (17)                      Payment of cost of notices
                                consents etc                                24
      (18)                      Machinery                                   25
      (19)                      Obstruction/overloading                     25
      (20)                      Parking/goods delivery                      26
      (21)                      Planning Law and compensation               26
      (22)                      Indemnity                                   28
      (23)                      Defective premises                          28
      (24)                      Insurance and fire fighting
                                equipment                                   29
      (25)                      Dangerous and contaminative materials       30
      (26)                      Yield up                                    30
      (27)                      Regulations and Covenants                   30
      (28)                      Security and access                         31

5.    LANDLORD'S COVENANTS                                                  31
      (1)                       Quiet Enjoyment                             31
      (2)                       Insurance                                   31
      (3)                       Services                                    32

6.    SERVICE COST ACCOUNTING
      AND VARIATIONS                                                        33
7.    PROVISOS                                                              34
      (1)                       Forfeiture and re-entry                     34
      (2)                       Letting Scheme use and easements            36
      (3)                       Common Parts and Service Media              36
      (4)                       Service of notices                          36
      (5)                       Rent cesser                                 37
</TABLE>


                                     - ii -

<PAGE>


<TABLE>
<CAPTION>
CLAUSE                          HEADING                                     PAGE
------                          -------                                     ----
<S>                             <C>                                         <C>
         (6)                    Determination                               37
         (7)                    Landlord's liability                        39
         (8)                    Arbitration fees                            39
         (9)                    Rent review memorandum                      39
         (10)                   No warranty as to use                       40
         (11)                   Disputes                                    40
         (12)                   Rateable value appeals                      40
         (13)                   Landlord's right to apportion               40
         (14)                   Exclusion of Landlord and Tenant
                                Act 1954                                    40

1st Schedule                    Premises                                    41
2nd Schedule                    Easements and rights granted                42
3rd Schedule                    Exceptions and reservations                 43
4th Schedule                    The first reserved rent and
                                the review thereof                          44
5th Schedule                    Services                                    48
</TABLE>



                                    - iii -
<PAGE>
      THIS LEASE made the ___ day of ___________ one thousand nine hundred and
ninety-three

BETWEEN:

(1)   the Landlord; and

(2)   the Tenant;

WITNESSETH as follows:-

DEFINITIONS

1.    IN this lease the following expressions have the respective specified
      meanings (subject to any particular interpretation required by clause 2):-

      "ACCOUNT DATE                 means 30th September in every year of the
                                    Term or such other date as the Landlord may
                                    from time to time nominate

      "BUILDING"                    means the land (of which the Premises form
                                    part) and all buildings fixtures and other
                                    structures whatsoever from time to time
                                    thereon and the appurtenances thereof which
                                    land (together with the building now erected
                                    thereon) is known as Icings Chase 107 King
                                    Street Maidenhead Berkshire and which is for
                                    the purpose of identification shown verged
                                    by a thick black line on the Building Plan

      "CARPET"                      means wall to wall carpeting of the Premises
                                    (but not including the lavatory
                                    accommodation) with carpet of a type
                                    suitable for heavy contract use which
                                    satisfies BS4790 1987 with low radius burn
                                    and which fulfils the requirements of
                                    ICL/IBN as to antistatic properties and
<PAGE>
                                    has a pile weight greater than 950 grams per
                                    metre and "Carpeted" shall be construed
                                    accordingly

      "COMMON PARTS"                means the pedestrian ways circulation areas
                                    entrance halls lifts lift shafts landings
                                    staircases passages forecourts car park
                                    landscaped areas and any other areas which
                                    are from time to time during the Term
                                    provided by the Landlord for common use by
                                    the tenants and occupiers of the Building

      "DEVELOPMENT"                 has the meaning ascribed to that expression
                                    by Planning Law

      "ENACTMENT"                   means every Act of Parliament directive and
                                    regulation now or hereafter to be enacted or
                                    made and all subordinate legislation
                                    whatsoever deriving validity therefrom

      "FLOOR BOXES"                 means eighty-nine (89) good quality flush
                                    mounted three compartment floor boxes for
                                    electricity and general data cable
                                    distribution installed and distributed
                                    evenly throughout the Premises

      "INSURANCE COST"              means in respect of any period for which the
                                    same is required by the Landlord to be
                                    calculated the aggregate of the amount which
                                    the Landlord may expend:-

                                    (a)      in effecting and maintaining
                                             insurance against the occurrence of
                                             the Insured Risks in relation to
                                             the Building in such sum as in the
                                             Landlord's



                                     - 2 -
<PAGE>
                                             opinion represents its then full
                                             current replacement cost with such
                                             allowance as the Landlord from time
                                             to time considers appropriate in
                                             respect of related liabilities and
                                             expenses (including without
                                             limitation liability to pay any
                                             fees or charges on the submission
                                             of an application for planning
                                             permission and costs which might be
                                             incurred in complying with any
                                             Enactment in carrying out any
                                             replacement work and sums in
                                             respect of architects' engineers'
                                             and quantity surveyors' and other
                                             professional fees and incidental
                                             expenses incurred in relation to
                                             any works of demolition shoring up
                                             debris removal and of replacement
                                             and all VAT) and

                                    (b)      in effecting and maintaining any
                                             insurance relating to the property
                                             owners' liability and the
                                             employer's liability of the
                                             Landlord in relation to the
                                             Building and anything done therein
                                             and

                                    (c)      in professional fees relating to
                                             insurance including fees for
                                             insurance valuations carried out at
                                             reasonable intervals and all fees
                                             and expenses payable to advisers in
                                             connection with effecting and
                                             maintaining insurance policies and
                                             claims


                                     - 3 -
<PAGE>
      "INSURANCE RENT"              means in respect of any period for which the
                                    same is required by the Landlord to be
                                    calculated the aggregate of:-

                                    (a)      A fair and reasonable proportion
                                             referable to the Premises of the
                                             Insurance Cost for the relevant
                                             period (such proportion to be
                                             calculated on the assumption (as is
                                             the fact) that the Landlord bears
                                             the proportion referable to any
                                             unlet Lettable Unit)

                                    (b)      the amount which the Landlord may
                                             expend in effecting and maintaining
                                             insurance against not less than
                                             three nor more than five years loss
                                             of the rent first hereinafter
                                             reserved having regard to potential
                                             increases of rent in accordance
                                             with schedule 4 and with any
                                             addition to the amount insured as
                                             the Landlord may decide in respect
                                             of VAT and

                                    (c)      (without prejudice to all other
                                             provisions of this lease relating
                                             to the use of the Premises and the
                                             vitiation of any policy of
                                             insurance) any amount which the
                                             Landlord may expend in paying all
                                             additional premiums and loadings on
                                             any policy or policies of insurance
                                             required to be paid as a result of
                                             anything done or omitted by the
                                             Tenant and


                                     - 4 -
<PAGE>
                                    (d)      an amount equivalent to the total
                                             of all excess sums which the
                                             insurers are not liable to pay out
                                             on any insurance claim in respect
                                             of the Premises and which the
                                             Landlord may have expended in
                                             replacing the damaged or destroyed
                                             parts of the Premises

      "INSURED RISKS"               means loss damage or destruction whether
                                    total or partial caused by fire lightning
                                    explosion riot civil commotion strikes
                                    labour and political disturbances and
                                    malicious damage aircraft and aerial devices
                                    (other than hostile aircraft and devices)
                                    and articles accidentally dropped from them
                                    storm tempest flood bursting or overflowing
                                    of water tanks and pipes impact earthquake
                                    and accidental damage to underground water
                                    oil and gas pipes or electricity wires and
                                    cables subsidence landslip and heave and
                                    such other risks or perils against the
                                    occurrence of which the Landlord may from
                                    time to time in its absolute discretion
                                    deem, it desirable to insure subject to such
                                    exclusions and limitations as are from time
                                    to time imposed by the insurers and subject
                                    also to the exclusion of such of the risks
                                    specifically hereinbefore mentioned as the
                                    Landlord may in its discretion decide where
                                    insurance cover in respect of the risk in
                                    question is not for the time being available
                                    in the London insurance market on reasonable
                                    terms


                                     - 5 -
<PAGE>
      "INTERIM SUM"                 means the yearly sum assessed or caused to
                                    be assessed by the Landlord as an estimate
                                    of and on account of the Service Rent

      "LANDLORD"                    means Ortem Developments Limited whose
                                    registered office is at 12 St James's Square
                                    London SW1Y 4LB (Co. Regn. No. 956862)

      "LETTABLE UNIT"               means any unit of accommodation forming part
                                    of the Building which is intended by the
                                    Landlord at any material time to be for
                                    separate occupation

      "NET INTERNAL AREA"           (in relation to underletting) has the
                                    meaning ascribed to that expression by the
                                    Code of Measuring Practice (Third Edition
                                    January 1990) published on behalf of The
                                    Royal Institution of Chartered Surveyors and
                                    The Incorporated Society of Valuers and
                                    Auctioneers which is in common use at the
                                    time (or if there shall be no such edition
                                    or no such expression for the time being the
                                    nearest equivalent thereto)

      "NORMAL BUSINESS
      HOURS"                        means eight am to six pm on Mondays to
                                    Fridays inclusive except in every case
                                    public holidays

      "PERMITTED PART"              means (in relation to underletting of part
                                    of the Premises) any one part of the
                                    Premises comprising no more than forty-nine
                                    percent of the Net Internal Area of the
                                    Premises the configuration of such part to
                                    be arranged so that its occupation will not
                                    prevent the



                                     - 6 -
<PAGE>
                                    occupation of the remainder of the Premises
                                    and to leave available for both it and the
                                    remainder of the Premises all necessary
                                    facilities in the Premises or appurtenant to
                                    them which should remain common to both;

      "PERMITTED USE"               means use as good quality offices for any
                                    purpose within Class B1(a) (but not for any
                                    other purpose within that Use Class) of the
                                    schedule to the Town and Country Planning
                                    (Use Classes) Order 1987

      "PLANNING LAW"                means every Enactment for the time being in
                                    force relating to the use development and
                                    occupation of land and buildings and every
                                    planning permission statutory consent and
                                    agreement made under any Enactment relating
                                    to the Building

      "PLANS"                       means the plans annexed hereto and "Building
                                    Plan" means that one of them so marked

      "PREMISES"                    means the premises described in schedule 1

      "PUBLIC AUTHORITY"            means any Secretary of State and any
                                    government department public local
                                    regulatory fire or any other authority or
                                    institution having functions which extend to
                                    the Premises or their use and occupation and
                                    any court of law and the companies or
                                    authorities responsible for the supply of
                                    water gas and electricity or any of them and
                                    any of their duly authorised officers


                                     - 7 -
<PAGE>
      "SERVICES"                    means the services and other matters
                                    specified in Part I of schedule 5

      "SERVICE COST"                means in respect of any Service Period all
                                    expenditure incurred by the Landlord and not
                                    actually recovered under any insurance
                                    referred to in paragraph 4 of Part II of
                                    schedule 5 (calculated on an indemnity
                                    basis) in providing all or any of the
                                    Services and discharging the costs specified
                                    in Part II of schedule 5

      "SERVICE MEDIA"               means those parts of the Building comprising
                                    common water supply waste and soil pipes
                                    drains sewers gutters downpipes gas and
                                    other fuel pipes electricity and telephone
                                    cables wires ducts conduits (including the
                                    risers which are for the purpose of
                                    identification only shown coloured blue on
                                    the lease Plan) flues wires louvers and
                                    cowls arid the air conditioning equipment
                                    and all plant and equipment associated with
                                    it and all other plant equipment and
                                    conducting media for the provision supply
                                    control and monitoring of services to or
                                    from the Building and other common equipment

      "SERVICE PERIOD"              means the period:-

                                    (a)      from the date of this lease or 1st
                                             April 1993 (if later) to (and
                                             including) the first Account Date
                                             and thereafter

                                     - 8 -
<PAGE>
                                    (b)      between two consecutive Account
                                             Dates (excluding the first and
                                             including the second) and
                                             thereafter

                                    (c)      commencing immediately after the
                                             last Account Date in the Term and
                                             ending on the expiry of the Term

      "SERVICE RENT"                means:-

                                    (a)      a fair and reasonable proportion
                                             referable to the Premises of the
                                             Service Cost (such proportion to be
                                             calculated on the assumption (as is
                                             the fact) that the Landlord bears
                                             the proportion referable to any
                                             unlet Lettable Unit); and

                                    (b)      (to the extent the Tenant does not
                                             pay it directly to the relevant
                                             supplier) the total cost of all
                                             electricity separately metered and
                                             exclusively supplied to the
                                             Premises

      "STIPULATED RATE"             means a yearly rate four per cent above
                                    either the base rate of Barclays Bank plc or
                                    such other bank (being for the time being
                                    generally recognised as a clearing bank in
                                    the London market) as the Landlord may from
                                    time to time nominate or if the base rate
                                    cannot be ascertained then above such other
                                    rate as the Landlord may reasonably specify
                                    (and so that whenever there is reference in
                                    this lease to the payment of interest at the



                                     - 9 -
<PAGE>
                                    Stipulated Rate such interest shall be
                                    calculated on a daily basis and compounded
                                    with quarterly rates on the usual quarter
                                    days)

      "TENANT"                      means ClinTrials Limited whose registered
                                    office is at 105 The Mount York North
                                    Yorkshire Y02 2AX (Co. Regn. No. 2211403)

      "TERM"                        means 10 years calculated from 25th March
                                    1993

      "VAT"                         means Value Added Tax as referred to in the
                                    last Value Added Tax Act 1983 (or any tax of
                                    a similar nature which may be substituted
                                    for or levied in addition to it)

INTERPRETATION

2.    (1)      Words importing the singular include the plural and vice be versa
               and words importing one gender include both other genders

2.    (2)      The expressions "Landlord" and "Tenant" wherever the context so
               admits include their respective successors in title and where a
               party comprises more than one person covenants and obligations of
               that party take effect as joint and several covenants and
               obligations

2.    (3)      A covenant by the Tenant not to do (or omit) any act or thing
               also operates as a covenant not to permit or suffer it to be done
               (or omitted) and to prevent (or as the case may be to require) it
               being done


                                     - 10 -
<PAGE>
2.    (4)      References in this lease to:-

               (a)   any clause sub-clause schedule or paragraph is a reference
                     to the relevant clause sub-clause schedule or paragraph of
                     this lease and clause and schedule headings shall not
                     affect the construction of this lease

2.    (4)      (b)   any right of (or covenant to permit) the Landlord to enter
                     the Premises shall also be construed (subject always to the
                     proviso to schedule 3) as entitling the Landlord to remain
                     on the Premises with or without equipment and permitting
                     such right to be exercised by all persons authorised by the
                     Landlord

2.    (4)      (c)   any consent licence or approval of the Landlord or words to
                     similar effect mean a consent licence or other approval in
                     writing signed by or on behalf of the Landlord and given
                     before the act requiring consent licence or approval

2.    (4)      (d)   the Premises (except in clause 4(15)) shall be construed as
                     extending where the context permits to any part of the
                     Premises

2.    (4)      (e)   a specific Enactment includes every statutory modification
                     consolidation and re-enactment and statutory extension of
                     it for the time being in force except in relation to the
                     Town and Country Planning (Use Classes) Order 1987 which
                     shall be interpreted exclusively by reference to the
                     original provisions of Statutory Instrument 1987 No 764
                     whether or not the same may at any time have been revoked
                     or modified

2.    (4)      (f)   the last year of the Term includes the final year of the
                     Term if it shall determine otherwise than by effluxion of
                     time and references to the expiry of the Term include such
                     other determination


                                     - 11 -
<PAGE>
2.    (4)      (g)   where the context permits rents or other sums being due
                     from the Tenant to the Landlord mean that they are
                     exclusive of any VAT


               DEMISE AND RENTS

3.             THE Landlord DEMISES unto the Tenant ALL THAT the Premises
               TOGETHER WITH the easements and rights specified in schedule 2
               exercisable in common (except in relation to the right granted in
               paragraph 4 of schedule 2) with the Landlord and all others with
               its authority or otherwise from time to time entitled thereto
               EXCEPT and RESERVED unto the Landlord and all other persons
               authorised by it from time to time during the Term or otherwise
               from time to time entitled thereto the easements and rights
               specified in schedule 3

               TO HOLD the Premises unto the Tenant (together with and except
               and reserved as aforesaid) for the Term SUBJECT to all rights
               easements covenants stipulations and other matters affecting the
               same YIELDING AND PAYING therefor:

               FIRST until 30th September 1994 a rent of one peppercorn and for
               the remainder of the Term yearly and proportionately for any part
               of a year the rent reserved and made payable in schedule 4 by
               equal quarterly payments to be made in advance on the usual
               quarter days in every year the first such payment of thirty five
               thousand six hundred and thirty-six pounds and ninety-eight pence
               (L35,636.98) excluding VAT to be made on the first day of October
               1994 in respect of the period commencing on that date

               SECONDLY as additional rent yearly and proportionately for any
               Service Period the Service Rent in accordance with the provisions
               of clause 6 including the Interim Sum on account by equal
               quarterly payments to be made in advance on the usual quarter
               days in every year the first such payment or a proportionate part
               of it (being a proportionate part of the initial Interim Sum from
               the date hereof to the first anniversary of the date from



                                     - 12 -
<PAGE>
               which the Term is calculated after deduction of the quarterly
               installments of the initial Interim Sum payable on the
               intervening usual quarter days) to be made on the date hereof

               THIRDLY as additional rent from time to time the Insurance Rent
               payable on demand

               FOURTHLY any other monies (excluding interest) falling due for
               payment by the Tenant to the Landlord under this lease

               AND FIFTHLY as additional rent all VAT for which the Landlord is
               or may become liable to account to H.M. Customs & Excise (or
               other relevant body to whom account has for the time being to be
               made) on the supply by the Landlord to the Tenant under or in
               connection with the provisions of this lease of the interest
               created by it and of any other supplies whether of goods or
               services such rent fifthly reserved to be due for payment
               contemporaneously with the other rents or sums to which it
               relates

               TENANT'S COVENANTS

4.             THE Tenant covenants with the Landlord throughout the Term:

               RENT

4.    (1)      To pay

               (a)   the rents reserved by this lease on the days and in the
                     manner set out in clause 3 without deduction or set off and
                     (if and for so long as required in writing by the Landlord)
                     to pay the rent first reserved (together with any sum in
                     respect of the rent fifthly reserved as may be applicable
                     thereto) by banker's standing order to such bank as the
                     Landlord may from time to time nominate

               (b)   on demand interest at the Stipulated Rate on any sum owed
                     by the Tenant to the Landlord whether as rent or otherwise
                     which is not:


                                     - 13 -
<PAGE>
               (i)   received by the Landlord on the due date (or in the case of
                     money due only on demand within seven days after the date
                     of demand) calculated for the period commencing on the due
                     date for payment and ending on the date the sum (and the
                     interest) is received by the Landlord

               (ii)  demanded (or if tendered is for the time being refused) by
                     the Landlord in circumstances where it is prudent for it
                     not to demand or accept any payment having regard to a
                     breach of any of the Tenant's obligations under this lease
                     calculated for the period commencing on the date the
                     payment would have been due in the absence of those
                     circumstances (on the assumption in the case of money due
                     only on demand that the Landlord would have made the demand
                     as soon as it was entitled to do so) and ending on the date
                     the sum (and the interest) is subsequently received by the
                     Landlord

      VAT

4.    (2)      Wherever the Tenant is required to pay any amount to the Landlord
               hereunder by way of reimbursement or indemnity to pay to the
               Landlord in addition (save where taken into account in the
               Service Cost pursuant to paragraph 12 of Part II of schedule 5)
               an amount equivalent to any VAT incurred by the Landlord save to
               the extent that the Landlord obtains credit for such VAT incurred
               by the Landlord pursuant to sections 14 and 15 Value Added Tax
               Act 1983 or any regulations made thereunder

      OUTGOINGS

4.    (3)      (a)   To pay all rates taxes charges and other outgoings
                     whatsoever now or hereafter assessed charged or imposed
                     upon the Premises or upon their owner or occupier (and a
                     proper proportion determined by the Landlord attributable
                     to the Premises of any rates taxes charges sum and other
                     outgoings now or hereafter assessed



                                     - 14 -
<PAGE>
                     charged or imposed upon the Premises in common with other
                     premises or upon the owners or occupiers thereof) excluding
                     (without prejudice to the rent fifthly reserved and clause
                     4(2)) any tax payable by the Landlord as a direct result of
                     any actual or implied dealing with the reversion of this
                     lease or of the Landlord's receipt of income

4.    (3)      (b)   If before the expiry of the Term the Tenant or any occupier
                     of the Premises shall cease to occupy them or cease to use
                     them for the purpose for which they were constructed or
                     subsequently adapted and if as a result after the expiry of
                     the Term the Landlord shall pursuant to sections 45 and 46
                     Local Government Finance Act 1988 pay any additional rates
                     or surcharge to pay to the Landlord a sum equal to the
                     amount of such payments made by the Landlord as are
                     attributable to the period of such cessation of occupation
                     or use

      COMPLIANCE WITH ENACTMENTS

4.    (4)      To comply with the requirements of all Enactments and of every
               Public Authority (including the due and proper execution of any
               works) in respect of the Premises their use occupation employment
               of personnel in them and any work being carried out to them
               (whether the requirements are imposed upon the owner lessee or
               occupier) and not to do or omit anything by which the Landlord
               may become liable to make any payment or do anything under any
               Enactment or requirement of a Public Authority

      NOTICES

4.    (5)      Forthwith to give to the Landlord notice of (and a certified copy
               of) any notice permission direction requisition order or proposal
               made by any Public Authority and without delay to comply in all
               respects at the Tenant's cost with the provisions thereof save
               that the Tenant shall if so required by the Landlord and at the
               joint cost of the



                                     - 15 -
<PAGE>
               Landlord and the Tenant make or join in making such objections or
               representations in respect of any of them as the Landlord may
               reasonably require

      REPAIR

4.    (6)      To keep the Premises in good and substantial repair and condition
               (damage by any of the Insured Risks excepted to the extent that
               the insurance money shall not have been rendered irrecoverable or
               insufficient because of some act or default of the Tenant or of
               any person deriving title under or through it or their respective
               servants agents or invitees) and to replace the Landlord's
               fixtures and fittings in the Premises which may have become
               uneconomic to repair

      DECORATION AND GENERAL CONDITION AND SERVICING

4.    (7)      (a)   To keep the Premises maintained to a high standard of
                     decorative order and finish and properly cleansed and tidy
                     and (without prejudice to the foregoing) as often as the
                     same shall be necessary (and not less frequently than once
                     in every fifth year of the Term) and also in the last year
                     of the Term to redecorate and otherwise treat the Premises
                     with appropriate materials in a good and workmanlike manner
                     (and during the last year of the Term in a colour scheme
                     and with materials first approved by the Landlord such
                     approval not to be unreasonably withheld) PROVIDED ALWAYS
                     THAT:-

4.    (7)      (a)   (i)      if the Tenant is in breach of the obligation
                              contained in this clause at the expiry of the Term
                              and if the Landlord so requires (without prejudice
                              to any other remedy or right the Landlord may
                              have) to pay the Landlord an amount equal to the
                              cost of carrying out all such decorative treatment
                              together with a sum equal to the proportion of the
                              rents first and secondly reserved by this lease at
                              the rate payable immediately prior to the expiry



                                     - 16 -
<PAGE>
                              of the Term for the period commencing on the date
                              of expiry and ending on the date by which the work
                              could reasonably be expected to be completed and

4.    (7)      (a)   (ii)     the Tenant shall not be obliged to carry out any
                              such decorative treatment if the need for it is
                              caused by any of the Insured Risks to the extent
                              (unless the Landlord waives this limitation) that
                              the insurance money shall not have been rendered
                              irrecoverable or insufficient because of some act
                              or default of the Tenant or of any person deriving
                              title under or through it or their respective
                              servants agents or invitees

4.    (7)      (b)   To clean the inside of all external window glazing in the
                     Premises at least once in every month

      REFUSE

4.    (8)      Not to deposit any refuse on any of the Common Parts but to place
               it in the bin store receptacles provided by the Landlord and

      TO PERMIT ENTRY

4.    (9)      To permit the Landlord at reasonable times on not less than 48
               hours prior notice and with a prior appointment (except in an
               emergency) (the Tenant's agreement to such appointment not to be
               unreasonably withheld) to enter the Premises in order to:-

4.    (9)      (a)   examine their state of repair

4.    (9)      (b)   ascertain that the covenants and conditions of this lease
                     have been observed

4.    (9)      (c)   take any measurement or valuation of the Premises


                                     - 17 -
<PAGE>
4.    (9)      (d)   rebuild renew cleanse alter test maintain repair inspect
                     and make connections to any part of the Building including
                     the Service Media

4.    (9)      (e)   during the last twelve months of the Tern (or at any time
                     in the case of a disposal of the Landlord's interest) show
                     the Premises to prospective purchasers or tenants and their
                     agents

4.    (9)      (f)   give effect to any other necessary or reasonable purpose

4.    (9)      (g)   exercise the rights described in schedule 3

      COMPLIANCE WITH NOTICES RELATING TO REPAIR OR CONDITION

4.    (10)     (a)   To comply with any notice requiring the Tenant to remedy
                     any breach of its covenants

4.    (10)     (b)   If the Tenant shall not within a reasonable time comply
                     with any such notice to permit the Landlord and any
                     authorised person to enter the Premises to remedy the
                     breach as the Tenant's agent and at the Tenant's cost

4.    (10)     (c)   To pay to the Landlord on demand all the costs and expenses
                     incurred by the Landlord under the provisions of this
                     sub-clause

      ENCROACHMENTS

4.    (11)     (a)   To preserve all rights of light and other easements
                     belonging to the Premises and not to give any
                     acknowledgement that they are enjoyed by consent

4.    (11)     (b)   Not to do or omit anything which might subject the Premises
                     to the creation of any new easement and to give notice to
                     the Landlord forthwith of any encroachment which might have
                     that effect and reinstatement


                                     - 18 -
<PAGE>
ALTERATIONS AND REINSTATEMENT

4.    (12)     (a)   Not to carry out any Development of or on the Premises nor
                     (without prejudice to the exclusion of structural parts
                     from the demise of the Premises) any works affecting any
                     structural parts of the Building and not to commit any
                     waste

4.    (12)     (b)   Without prejudice to any other rights of the Landlord in
                     respect of areas not included in the Premises not to
                     install or erect any exterior lighting shade or awning or
                     place any structure or other thing outside the Premises

4.    (12)     (c)   Without prejudice to paragraphs (a) and (b) of this
                     sub-clause and subject to the provisos to this paragraph
                     (c) not to make any other alteration or addition to the
                     Premises (including all electrical and other plant and
                     equipment) except:-

4.    (12)     (c)   (i)      in accordance with plans and specifications
                              (adequately describing the work in question and
                              the manner in which the work will be carried out)
                              previously submitted at the Tenant's expense in
                              triplicate to and approved by the Landlord (such
                              approval not to be unreasonably withheld)

4.    (12)     (c)   (ii)     in a manner which shall not impair any Service
                              Media or the provision of any of the Services

4.    (12)     (c)   (iii)    in accordance with all building regulation and
                              planning requirements and with all British
                              Standards and codes of practice and with any
                              relevant terms conditions recommendations and
                              regulations of any Public Authority and of the
                              insurance company with whom the Premises are for
                              the time being insured and

4.    (12)     (c)   (iv)     in a good and workmanlike manner and using the
                              best materials available

                              PROVIDED ALWAYS THAT:-



                                     - 19 -
<PAGE>
4.    (12)     (c)   (I)      no such alterations or additions shall be carried
                              out until the Landlord has issued its consent in
                              writing to which the Tenant shall if required join
                              as a party in order to give such covenants as the
                              Landlord may reasonably require (such consent
                              subject to compliance with the other conditions of
                              this sub-clause not to be unreasonably withheld or
                              delayed)

4.    (12)     (C)   (II)     any approved alteration or addition affecting the
                              Service Media or the efficiency of any of it or
                              the provision of any of the Services shall if the
                              Landlord so requires be carried out by or through
                              the Landlord as agent for the Tenant and all costs
                              reasonably and properly incurred in so doing shall
                              be repayable by the Tenant on demand

4.    (12)     (C)   (III)    the installation and removal of demountable
                              partitioning which does not involve cutting into
                              the structure or other load bearing parts of the
                              Building or into any other part of it which is not
                              included in the Premises and which does not affect
                              the Service Media or the efficiency of any of it
                              shall not require the Landlord's consent so long
                              as the Tenant produces at its own expense to the
                              Landlord plans and specifications adequately
                              describing the work in question and the manner in
                              which the work will be carried out not less than
                              twenty-one days before the work is commenced and
                              so notifies the Landlord within fourteen days
                              after its completion

4.    (12)     (d)   At the expiry of the Term if and to the extent required by
                     the Landlord to remove all alterations and additions made
                     to the Premises by the Tenant and anything which may have
                     been installed under clause 4(14) and to restore and make
                     good the Premises in a proper and workmanlike manner to the
                     condition and design which existed before the alterations
                     or additions were made with all services properly sealed
                     off and to the Landlord's reasonable satisfaction



                                     - 20 -
<PAGE>
      USE

4.    (13)     Not to use the Premises or any chattels in them:-

4.    (13)     (a)   for any purpose (and not to do anything in or to the
                     Premises) which may be or become or cause a nuisance
                     disturbance annoyance obstruction or damage to any person
                     or property

4.    (13)     (b)   for a sale by auction or for any public meeting or for any
                     dangerous noxious noisy illegal offensive or immoral trade
                     business or activity or for residential purposes and not to
                     use the Common Parts for the transaction of any business or

(13)  (c)      (without prejudice to the preceding paragraphs of this sub-
               clause) except for the Permitted Use

      SIGNS

4.    (14)     Not to affix or exhibit so as to be visible from outside the
               Premises any placard sign notice fascia board or advertisement
               except that the Tenant may display its nameplate (of a size
               design and specification and in a location approved by the
               Landlord such approval not to be unreasonably withheld) on the
               entrance door to the Premises at the second floor level of the
               Building.

      ALIENATION

4.    (15)     (a)   Not to assign mortgage charge hold on trust for another or
                     underlet or in any other manner part with possession of any
                     part (being less than the whole) of the Premises or agree
                     to do so except that the Tenant may underlet any Permitted
                     Part in accordance with paragraphs (d) and (e) of this
                     sub-clause

4.    (15)     (b)   Not to assign underlet or otherwise part with possession of
                     or hold on trust for another the whole of the Premises or
                     agree to do so except that the Tenant may



                                     - 21 -
<PAGE>
                     assign or underlet the whole of the Premises in accordance
                     with paragraph (c) or (d) respectively of this sub-clause

      (ASSIGNMENT)

4.    (15)     (c)   Not to assign the whole of the Premises except to a person
                     who before the assignment shall have covenanted with the
                     Landlord to observe and perform the Tenant's obligations
                     under this lease and if so reasonably required by the
                     Landlord shall have procured:-

4.    (15)     (c)   (i)      covenants with the Landlord by an acceptable
                              guarantor or guarantors to guarantee the discharge
                              of the Tenant's obligations under this lease and
                              to accept a lease of the Premises and execute a
                              counterpart within three months following any
                              disclaimer or forfeiture of this lease such lease
                              to be granted at the guarantor's cost for a term
                              and at a rent (subject to review) and on
                              conditions which shall in every respect be
                              consistent with the unexpired Term and the then
                              current rent and the other conditions of this
                              lease immediately before the disclaimer or
                              forfeiture; or

4.    (15)     (c)   (ii)     a deposit with the Landlord of such sum not less
                              than fifty per cent (50%) of the then current rent
                              first reserved by this lease together with any VAT
                              thereon as fifthly reserved by this lease (and
                              including provisions for increase of the sum
                              following any future review of the rent first
                              reserved by this lease) on such terms as the
                              Landlord may reasonably require as additional
                              security for the discharge of the Tenant's
                              obligations under this lease



                                     - 22 -
<PAGE>
               and not to assign the whole of the Premises without the
               Landlord's consent issued within three months before completion
               of the assignment which consent (subject to compliance with the
               foregoing conditions precedent) shall not be unreasonably
               withheld or delayed

      (UNDERLETTING)

4.    (15)     (d)   Not to underlet the whole of the Premises or any Permitted
                     Part (each being referred to in this paragraph as the
                     premises) except:-

  4.  (15)     (d)   (i)      to a person who before the underletting shall have
                              covenanted with the Landlord to observe and
                              perform the Tenant's obligations under this lease
                              during the sub-term to the extent they relate to
                              the premises (other than the payment of rents) and
                              a covenant not to assign the whole of the premises
                              without the Landlord's consent (which shall not be
                              unreasonably withheld or delayed) and an
                              unqualified covenant not to assign part of the
                              premises or to underlet or otherwise part with
                              possession or share the occupation of the premises
                              or any part of them

4.    (15)     (d)   (ii)     by reserving as a yearly rent without payment of a
                              fine or premium (in addition to the service and
                              insurance and other rents payable under this lease
                              except the rent first hereby reserved or (in the
                              case of underletting of a Permitted Part) a pro
                              rata proportion of them) an amount equal to the
                              higher of:-

                              (a)   (in the case of an underletting of the
                                    Premises):-

                                    (i)       the then open market rack rental
                                              value of the Premises and

                                    (ii)      the rent first reserved under this
                                              lease then payable


                                     - 23 -
<PAGE>
                              (b)   (in the case of an underletting of a
                                    Permitted Part):-

                                    (i)       a pro rata proportion of the then
                                              open market rack rental value of
                                              the Premises and

                                    (ii)      a pro rata proportion of the rent
                                              first reserved under this lease
                                              then payable

                     the proportion in each case being calculated by reference
                     to the Net Internal Area of the Permitted Part in relation
                     to the Net Internal Area of the Premises

               in all cases such rent to be approved by the Landlord prior to
               the underletting (such approval not to be unreasonably withheld
               or delayed) and payable by equal quarterly installments in
               advance on the usual quarter days

4.    (15)     (d)   (iii)    by a form of underlease to be approved by the
                              Landlord such approval not to be unreasonably
                              withheld or delayed if the other provisions of
                              this paragraph are observed

4.    (15)     (d)   (iv)     by a form of underlease:-

                           (a)      by which the principal rent reserved by the
                                    underlease is reviewed upwards only at the
                                    Review Date in accordance with the same
                                    principles (mutatis mutandis) as apply to
                                    the rent first reserved by this lease to:-

                                    (i)       (in the case of an underletting of
                                              the Premises) an amount equivalent
                                              to the Review Rent under this
                                              lease with effect from the Review
                                              Date

                                    (ii)      (in the case of an underletting of
                                              a Permitted Part) a pro rata
                                              proportion of the Review Rent
                                              under this lease with effect from
                                              the Review Date calculated by
                                              reference to



                                     - 24 -
<PAGE>
                                              the Net Internal Area of the
                                              Permitted Part in relation to the
                                              Net Internal Area of the Premises

               (b)   requiring the underlessee to observe and perform all the
                     covenants and other provisions binding on the Tenant under
                     this lease (other than the covenant by the Tenant to pay
                     rents) to the extent they relate to the premises and
                     containing:-

               (c)   a condition for re-entry by the underlessor on breach of
                     any covenant by the underlessee


               (d)   a qualified covenant not to assign the whole of the
                     premises and an absolute covenant not to assign part of the
                     premises or to underlet or otherwise part with possession
                     or share the occupation of the premises or any part of them


               (e)   a provision excluding sections 24 to 28 inclusive Landlord
                     and Tenant Act 1954 in relation to the underlease in
                     pursuance of an Order duly made under section 38(4) of that
                     Act before the grant of the underlease

               (f)   a provision enabling the term of the unclerlease to be
                     determined with vacant possession so as to facilitate
                     compliance with any notice served under clause 7(6)

4.    (15)     (d)   (v)      with the Landlord's consent issued within three
                              months before completion of the underletting which
                              consent (subject to compliance with the foregoing
                              conditions precedent and if appropriate with
                              clause 4(15)(e)) shall not be unreasonably
                              withheld or delayed

4.    (15)     (e)   In relation to an underlease of a Permitted Part:-

4.    (15)     (e)   (i)      not to grant a sub-term of more than five years

4.    (15)     (e)   (ii)     to except from the underlease all necessary
                              circulation areas and plant and equipment which
                              will serve the Premises in common and to reserve a
                              separate service charge rent in respect of their
                              maintenance repair and renewal



                                     - 25 -
<PAGE>


4.       (15)     (e)      (iii)   not as a result of the grant to create more
                                   than one underlease in subsistence at any one
                                   time and not to create or permit the creation
                                   of more than two separate occupations
                                   affecting the whole of the Premises
                                   (occupations in right of this lease counting
                                   as one occupation)

4.       (15)     (f)      To enforce the observance and performance by every
                           such underlessee and its successors in title of the
                           provisions of the underlease and not expressly or
                           impliedly to waive any breach of them nor vary the
                           terms of any underlease nor (without the Landlord's
                           consent which shall not be unreasonably withheld or
                           delayed) accept any surrender of any underlease

4.       (15)     (g)      Not to agree any reviewed rent payable under an
                           underlease without the Landlord's consent and if the
                           rent review under any underlease is to be determined
                           by an independent person not to agree his appointment
                           without the Landlord's consent (PROVIDED ALWAYS THAT
                           the Landlord shall not unreasonably withhold or delay
                           any consent required under this sub-paragraph) and to
                           procure that any representations which the Landlord
                           may wish to make in relation to the rent review are
                           duly submitted to the independent person and to
                           provide to the Landlord promptly on the same becoming
                           available copies of any representations made by or on
                           behalf of the Tenant or the underlessee in relation
                           to such rent review

         (SHARING OCCUPATION)

4.       (15)     (h)      Not to part with or share the occupation of the
                  Premises or any part of them except that the Tenant may share
                  occupation with a company which is (but only for so long as it
                  remains) either the holding company of the Tenant or a
                  wholly-owned subsidiary of the Tenant or of the Tenant's
                  holding company (as those expressions are defined in section
                  736 Companies Act 1985) so long as the Tenant does not grant
                  the person sharing occupation exclusive possession (so that
                  such company occupies as

                                      -26-
<PAGE>

                  licensee only without creating any relationship of landlord
                  and tenant) nor otherwise transfer or create a legal estate
                  and the Tenant shall notify the Landlord of the identity of
                  each such company in occupation and of the dates on which the
                  occupation commences and ceases

         REGISTRATION

4.       (16)     (a)     Within twenty-one days after any disposition or
                          devolution of this lease or of any estate or interest
                          in or derived out of it to give notice in duplicate of
                          the relevant transaction to the Landlord for
                          registration with a certified copy of the relevant
                          instrument and to pay to the Landlord a fair and
                          reasonable fee for each such registration of not less
                          than twenty five pounds

4.       (16)     (b)     To register with the Landlord the name and  home
                          address and home telephone number of at least two
                          keyholders of the Premises and the names and addresses
                          of every occupier of the Premises and to notify the
                          Landlord with all other information which may be
                          requested by notice served under section 40(1) of the
                          Landlord and Tenant Act 1954

4.       (16)     (c)     To register with the Landlord particulars of the
                          determination of every rent review under any
                          underlease of the Premises within fourteen days after
                          the date of determination

         PAYMENT OF COST OF NOTICES CONSENTS ETC.

4.       (17)     To pay on demand all expenses (including without limitation
                  counsels' solicitors' surveyors' bailiffs' and other
                  professional fees) properly and reasonably incurred by the
                  Landlord in and incidental to:

4.       (17)     (a)     the preparation and service of a notice under section
                          146 Law of Property Act 1925 or in contemplation of
                          any proceedings under Section 146 or 147 of that

                                      -27-
<PAGE>

                          Act notwithstanding that forfeiture is avoided
                          otherwise than by relief granted by the court and

4.       (17)     (b)     every step taken during or after the expiry of the
                          Term in connection with the enforcement of the
                          Tenant's obligations under this lease including the
                          service or proposed service of all notices and
                          schedules of dilapidation

4.       (17)     (c)     every application for consent licence or approval
                          under this lease even if the application is withdrawn
                          or properly refused

         MACHINERY

4.       (18)     Not to install in the Premises any plant or machinery
                  other than usual office equipment without the Landlord's
                  consent which shall not be unreasonably withheld PROVIDED
                  ALWAYS THAT no plant or machinery shall be installed or
                  operated in the Premises and nothing shall be done or omitted
                  in them which may cause:-

4.       (18)     (a)     the efficiency of any Service Media to be diminished
                          or impaired in any way

4.       (18)     (b)     noise dust fumes smell vibration or electrical
                          interference affecting or having any other intrusive
                          effect on any other part of the Building or other
                          adjoining property or persons outside the Premises

         OBSTRUCTION/OVERLOADING

4.       (19)     Not to obstruct:-

4.       (19)     (a)     or damage any part of the Building or exercise any of
                          the rights granted by this lease in a way which causes
                          nuisance damage or annoyance

4.       (19)     (b)     any means of escape

4.       (19)     (c)     or discharge any deleterious matter into


                                      -28-
<PAGE>


                          (i)   any pipe drain or other conduit serving the
                                Premises and (to the extent they lie within the
                                Premises) to keep them clear and functioning
                                properly or

                          (ii)  any Service Media

4.       (19)     (d)     or stop-up or darken the windows and other openings of
                          the Premises

4.       (19)     (e)     any requisite notice erected on the Premises including
                          any erected by the Landlord in accordance with its
                          powers under this lease nor to overload or cause undue
                          strain to the Service Media or any other part of the
                          Building and in particular not to suspend any undue
                          weight from the ceilings or walls or on the floor of
                          the Premises

         PARKING/GOODS DELIVERY

4.       (20)     (a)     To ensure that all loading unloading deliveries and
                          despatch of goods is carried out only by using the
                          service accesses approved by the Landlord for the use
                          of the Premises such approval not to be unreasonably
                          withheld or delayed

4.       (20)     (b)     In relation to the use of the car parking spaces from
                          time to time allocated to the Tenant pursuant to
                          paragraph 4 of schedule 2:

4.       (20)     (b)      (i)      not to use the parking spaces for any
                                    purpose other than the parking of one
                                    private motor car in each space

4.       (20)     (b)      (ii)     not to carry out any repairs or maintenance
                                    works (except minor repairs in cases of
                                    emergency) to vehicles

4.       (20)     (b)      (iii)    to keep the spaces in a clean and tidy
                                    condition and free from oil waste and any
                                    other deleterious matter


                                      -29-
<PAGE>


4.       (20)     (b)      (iv)     not to store any petrol or oil in any
                                    vehicle (other than in its petrol or oil
                                    tank) or on the car parking spaces

4.       (20)     (b)      (v)      forthwith to make good to the reasonable
                                    satisfaction of the Landlord all damage
                                    caused to the Building by the use of the car
                                    parking spaces

         PLANNING LAW AND COMPENSATION

4.       (21)     Without prejudice to clause 4(4) at all times during the Term
                  to comply with the provisions and requirements of Planning Law
                  relating to or affecting

4.       (21)     (a)      (i)      the Premises

4.       (21)     (a)      (ii)     any operations works acts or things carried
                                    out executed done or omitted on the Premises

4.       (21)     (a)      (iii)    the use of the Premises

4.       (21)     (a)      (iv)     the use of (and the exercise of any other
                                    rights hereunder in respect of) any other
                                    parts of the Building

4.       (21)     (b)      Subject to the provisions of paragraph (c) of this
                           sub-clause as often as occasion requires during the
                           Term at the Tenant's expense to obtain and if
                           appropriate renew all planning permissions (and serve
                           all notices) required under Planning Law in respect
                           of use the Premises whether for the carrying out by
                           the Tenant of any operations or the institution or
                           continuance by the Tenant of any use of the Premises
                           or any part thereof or otherwise

4.       (21)     (c)      Not without the Landlord's consent to apply for any
                           planning permission relating to the Premises (and not
                           to apply for any such planning permission relating to
                           any other part of the Building) but so that subject
                           to compliance with paragraph (e) of this sub-clause
                           the Landlord's consent shall not be unreasonably
                           withheld

                                      -30-
<PAGE>

                           or delayed to the making of a planning application in
                           respect of the Premises relating to any operations or
                           use or other thing (if any) which assuming it to be
                           implemented in accordance with Planning Law would
                           otherwise not be in breach of the provisions of this
                           lease

4.       (21)     (d)      If the Landlord so requires in connection with any
                           relevant proposal by the Tenant to apply for a
                           determination under section 64 Town and Country
                           Planning Act 1990

4.       (21)     (e)      If the Landlord consents in principle to any
                           application by the Tenant for planning permission to
                           submit a draft of the application to the Landlord for
                           its approval and to give effect to its reasonable
                           requirements in respect thereof and if and to the
                           extent the Landlord so requires to lodge the
                           application with the relevant authority in the joint
                           names of the Landlord and the Tenant and in duplicate

4.       (21)     (f)      Not to implement any planning permission before the
                           Landlord has acknowledged that its terms are
                           acceptable

4.       (21)     (g)      If the Landlord reasonably requires to lodge and
                           progress diligently an appeal against any refusal of
                           an application for planning permission lodged in
                           respect of the Premises by the Tenant or against the
                           imposition of any condition in a planning permission
                           or by any person claiming under or through the Tenant
                           (whether or not lodged in its name alone)

4.       (21)     (h)      Unless the Landlord otherwise directs to complete
                           before the expiry of the Term all works on the
                           Premises required as a condition of any planning
                           permission implemented by the Tenant or by any person
                           claiming under or through it


                                      -31-
<PAGE>


4.       (21)     (i)      If the Tenant receives or is entitled to receive any
                           statutory compensation under any Enactment in
                           relation to its interest in the Premises the Tenant
                           shall on any determination of its interest prior to
                           the expiry of this lease by effluxion of time
                           forthwith make such provision as is just and
                           equitable for the Landlord to receive its due benefit
                           from such compensation

         INDEMNITY

4.       (22)     To indemnify the Landlord against all expenses proceedings
                  costs claims damages demands and any other liability or
                  consequence arising out or in respect of any breach of any of
                  the Tenant's obligations under this lease (including all costs
                  reasonably incurred by the Landlord in an attempt to mitigate
                  any such breach) or of any act omission or negligence of the
                  Tenant or any person at the Premises expressly or impliedly
                  with the Tenant's authority

         DEFECTIVE PREMISES

4.       (23)     To give notice forthwith to the Landlord of any defect in the
                  Premises which might give rise to:-

4.       (23)     (a)     an obligation on the Landlord to do or refrain from
                          doing anything in relation to the Premises or

4.       (23)     (b)     any duty of care or the need to discharge such duty
                          imposed by the Defective Premises Act 1972 or
                          otherwise

                          and at all times to display and maintain all notices
                          which the Landlord may from time to time reasonably
                          require to be displayed at the Premises in relation to
                          their state of repair and condition


                                      -32-
<PAGE>


         INSURANCE AND FIRE FIGHTING EQUIPMENT

4.       (24)     (a)     Not to do or omit anything by which any insurance
                          policy (particulars of which shall have been provided
                          to the Tenant) relating to the Building or any part of
                          it becomes void or voidable or by which the rate of
                          premium on such policy may be increased

4.       (24)     (b)     To comply with all requirements and reasonable
                          recommendations of the insurers and to provide and
                          maintain unobstructed appropriate operational fire
                          fighting equipment and fire notices on the Premises

4.       (24)     (c)     To notify the Landlord forthwith of any incidence of
                          any Insured Risk on the Premises and of any other
                          event which ought reasonably to be brought to the
                          attention of the insurers

4.       (24)     (d)     That it has prior to the execution of this lease
                          disclosed to the Landlord in writing any matter known
                          to the Tenant which might affect the decision of any
                          insurance underwriter to underwrite any of the Insured
                          Risks and that it will disclose particulars of any
                          such matter to the Landlord in writing forthwith on
                          becoming aware of it

4.       (24)     (e)     That if at any time the Tenant or any person claiming
                          under or through it shall be entitled to the benefit
                          of any insurance of the Premises to cause all money
                          paid under such insurance to be applied in making good
                          the loss or damage in respect of which it was paid

4.       (24)     (f)     If the whole or any part of the Building is damaged or
                          destroyed by any of the Insured Risks at any time
                          during the Term and the insurance money under any
                          insurance policy effected by the Landlord is rendered
                          wholly or partially irrecoverable because of some act
                          or default of the Tenant or any person deriving

                                      -33-
<PAGE>

                          title under or through or their respective servants
                          agents or invitees forthwith to pay the Landlord the
                          whole amount of the insurance money so irrecoverable

         DANGEROUS AND CONTAMINATIVE MATERIALS

4.       (25)     Not to keep place store or use or permit or suffer to be kept
                  placed stored or used in or upon or about the Premises any
                  materials substance or other thing of a dangerous inflammable
                  combustible explosive corrosive or offensive nature

         YIELD UP

4.       (26)     (a)      At the expiry of the Term to remove all Tenant's
                           chattels and (to the extent the Landlord may require)
                           Tenant's fixtures and quietly to yield up the
                           Premises reinstated and restored and made good to the
                           extent required under clause 4(12)(d) and in the
                           state of repair condition decorative order and layout
                           otherwise required by this lease and any licences or
                           consents issued in pursuance of it with the Floor
                           Boxes left intact (subject as hereinafter provided)
                           and newly Carpeted and to make good any damage so
                           caused in a proper and workmanlike manner to the
                           Landlord's reasonable satisfaction and to return all
                           keys to the Landlord PROVIDED ALWAYS THAT to the
                           extent the number of Floor Boxes left installed in
                           the Premises at the expiry of the Term falls short of
                           eighty-nine the Tenant shall pay the Landlord on the
                           expiry of the Term an amount equal to one hundred and
                           sixty-seven pounds (L167) multiplied by the number of
                           the shortfall

4.       (26)     (b)      The Tenant irrevocably authorises the Landlord to
                           remove and dispose of any chattels which may be left
                           in the Premises after the Tenant has quit them
                           (without being obliged to obtain any consideration
                           for the disposal) and the Tenant irrevocably declares
                           that any such chattels will stand abandoned by it


                                      -34-
<PAGE>


         REGULATIONS AND COVENANTS

4.       (27)     (a)      To comply with all regulations reasonably made by the
                           Landlord from time to time and notified to the Tenant
                           in writing for the good management of the Building

4.       (27)     (b)      If requested by the Landlord to enter into any
                           agreement under section 106 Town and Country Planning
                           Act 1990 and any section having a similar purpose of
                           any other Enactment which may be required by any
                           Public Authority in consideration of the grant of
                           planning permission for the development of the
                           Building or any part of it but only if it would in
                           all the circumstances including the preservation of
                           the Permitted Use of the Premises and their amenities
                           and appurtenant rights under this lease be reasonable
                           to do so

         SECURITY AND ACCESS

4.       (28)     (a)      To use all reasonable endeavours to ensure that the
                           Tenant's visitors to the Premises observe such
                           security regulations which may apply to them

4.       (28)     (b)      If and to the extent that the Landlord in its
                           absolute discretion agrees any request by the Tenant
                           to provide Services of security, air conditioning,
                           heating and other like matters outside the Normal
                           Business Hours to pay the Landlord on demand all
                           costs reasonably incurred in providing them or (if
                           any other tenant derives benefit from such Services
                           over the same period) a fair and reasonable
                           proportion of such costs


                                      -35-
<PAGE>


         LANDLORD'S COVENANTS

5.       THE Landlord covenants with the Tenant:

         QUIET ENJOYMENT

5.       (1)      That if the Tenant observes and performs its covenants
                  contained in this lease the Tenant may peaceably hold and
                  enjoy the Premises without any lawful interruption by the
                  Landlord or any person rightfully claiming through under or in
                  trust for it

         INSURANCE

5.       (2)      (a)      To keep the Building (except all Tenant's plant and
                           equipment and other fixtures of any nature installed
                           by the Tenant and any other tenant) insured against
                           the Insured Risks in its full replacement cost (but
                           not necessarily the facsimile reinstatement cost)

5.       (2)      (b)      On written request to supply the Tenant (but not more
                           frequently than once in any period of twelve months)
                           with evidence of such insurance

5.       (2)      (c)      If and whenever during the Term the Building (except
                           as aforesaid) is damaged or destroyed by an Insured
                           Risk and to the extent that payment of the insurance
                           monies is not refused because of any act neglect
                           default or omission of the Tenant or of any person
                           deriving title under or through the Tenant or their
                           respective servants agents and invitees the Landlord
                           will (subject to clause 7(6)(a)) with all convenient
                           speed take the necessary steps to obtain any
                           requisite planning permissions and consents and if
                           they are obtained to lay out the money received from
                           the insurance of the Building (except sums in respect
                           of public liability and employer's liability and loss
                           of rent) towards replacing (but not necessarily in
                           facsimile reinstatement) the damaged or destroyed
                           parts (except as aforesaid) as soon as reasonably
                           practicable PROVIDED ALWAYS THAT the Tenant shall
                           have no claim against the Landlord under this clause
                           5(2)(c) in respect of the interior of any Lettable
                           Unit other than the Premises and

                                      -36-
<PAGE>

                           PROVIDED FURTHER THAT the Landlord shall not be
                           liable to carry out the replacement if it is unable
                           (having used all reasonable endeavours) to obtain
                           every planning permission and consent necessary to
                           execute the relevant work in which event the Landlord
                           shall be entitled to retain all the insurance money
                           received by it

         SERVICES

5.       (3)      (Provided that the Tenant shall as a condition precedent to
                  the Landlord's liability have made all due payments of Service
                  Rent and the Interim Sum) to use all reasonable endeavours to
                  provide or procure the provision of the Services in accordance
                  with the principles of good estate management

                  PROVIDED ALWAYS THAT:-

5.       (3)      (a)      the Landlord shall not be liable for any failure or
                           interruption in any of the Services caused by the
                           appropriate or prudent repair replacement renewal or
                           maintenance of any installation or part of any
                           installation or damage or destruction caused by
                           mechanical or other defect or breakdown or any other
                           cause beyond the Landlord's control provided the
                           Landlord takes all reasonable steps to remedy the
                           failure or interruption within a reasonable time

5.       (3)      (b)      the Landlord may from time to time employ managing
                           agents professional advisers contractors and other
                           persons in relation to the provision of the Services
                           or any of them

5.       (3)      (c)      the Landlord may from time to time if it is
                           reasonable to do so having regard to all the
                           circumstances add to extend vary or make any
                           alteration in the nature of matters previously
                           performed as Services if it considers it necessary or
                           in the interest of good estate management

5.       (3)      (d)      the Landlord shall not be obliged to provide Services
                           in the nature of security, air conditioning, heating
                           and other like matters outside Normal Business Hours


                                      -37-
<PAGE>


         SERVICE COST ACCOUNTING AND VARIATIONS

6.       (1)      The Landlord shall following each Account Date (or if
                  applicable the expiry of the Term) cause an account to be
                  prepared showing the Service Cost for the Service Period ended
                  on that Account Date (or if applicable the date of such
                  expiry) and containing a fair summary of the expenditure
                  referred to and upon the account being certified by the
                  Landlord's agents it shall be conclusive evidence for the
                  purposes of this lease of all matters of fact referred to
                  except in case of manifest error

6.       (2)      the Tenant shall pay the Landlord the Interim Sum on account
                  of the Service Rent in relation to each Service Period as
                  provided in clause 3

6.       (3)      if the Service Rent for any Service Period:

6.       (3)      (a)      exceeds the Interim Sum for the Service Period the
                           excess shall be due to the Landlord on demand or

6.       (3)      (b)      is less than the Interim Sum for that Service Period
                           the overpayment shall be credited to the Tenant
                           against subsequent payments on account of Service
                           Rent until the overpayment is balanced or in relation
                           to the last Service Period the overpayment shall be
                           paid by the Landlord to the Tenant

6.       (4)      (a)      The Landlord may from time to time require a
                           reasonable adjustment in relation to any period to
                           any proportion of Insurance Rent and Service Rent and
                           to the amount of the Interim Sum (or any of them and
                           in relation to the Service Rent whether for all
                           purposes or only in relation to one or more items of
                           Services and/or one or more items of costs as
                           specified in Part II of schedule 5) and to any other
                           proportion which may have then been adjusted if in
                           its discretion but acting in good faith the Landlord
                           considers that such an adjustment is warranted by any
                           circumstances relevant to Service Cost or Insurance
                           Cost or the Interim Sum and

                                      -38-
<PAGE>

                           the recovery thereof from the tenants of the Building
                           or (in relation to the Insurance Rent) if such an
                           adjustment is warranted by any proposal or
                           requirement made by the insurers

6.       (4)      (b)      Once the Landlord or its agents shall have served the
                           Tenant with written notice of any such requirement
                           and of the relevant adjusted proportion or
                           proportions or amount the same shall forthwith apply
                           for the purposes of Insurance Rent or (as the case
                           may be) Service Rent or Interim Sum

         PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED THAT:-

         FORFEITURE AND RE-ENTRY

7.       (1)      Without prejudice to any other remedies and powers contained
                  in this lease or otherwise available to the Landlord if

7.       (1)      (a)      the whole or part of the rents shall be unpaid for
                           twenty-one days after becoming payable or

7.       (1)      (b)      any of the Tenant's covenants in this lease are not
                           performed or observed in the manner and at the times
                           herein specified or

7.       (1)      (c)      the guarantee by any guarantor of the Tenant's
                           obligations is or becomes unenforceable (in whole or
                           in part) for any reason whatsoever or if the Tenant
                           or any guarantor of the Tenant's obligations (or if
                           more than one person any one of them):-

7.       (1)      (d)      being a company is the subject of a petition or
                           issues a notice convening a meeting to consider a
                           resolution for its winding up or enters into
                           liquidation whether voluntarily (except for
                           reconstruction or amalgamation of a solvent company
                           on terms previously agreed by the Landlord) or
                           compulsorily or has a provisional liquidator or a
                           receiver (including an administrative receiver)


                                      -39-
<PAGE>

                           appointed or its directors pass a resolution to
                           petition for an administration order or one or more
                           of them swears an affidavit in support of such a
                           petition or is the subject of an administration order
                           or a petition for one or of a voluntary arrangement
                           or a proposal for one under Part I Insolvency Act
                           1986 or is unable to pay its debts within the meaning
                           of section 123 Insolvency Act 1986 or is otherwise
                           insolvent or having been registered with unlimited
                           liability it acquires limited liability or

7.       (1)      (e)      being a company incorporated outside the United
                           Kingdom is the subject of any proceedings or event
                           analogous to those referred to in clause 7(l)(d) in
                           the country of its incorporation

7.       (1)      (f)      being an individual is the subject of a bankruptcy
                           petition or bankruptcy order or of any application or
                           order or appointment under section 253 or section 273
                           or section 286 Insolvency Act 1986 or otherwise
                           becomes bankrupt or insolvent or dies or

7.       (1)      (g)      enters into or makes any proposal to enter into any
                           arrangement or composition for the benefit of his
                           creditors the Landlord may at any time thereafter
                           (and notwithstanding the waiver of any previous right
                           of re-entry) re-enter the Premises whereupon this
                           lease shall absolutely determine but without
                           prejudice to any Landlord's right of action in
                           respect of any antecedent breach of the Tenant's
                           covenants in this lease

         LETTING SCHEME USE AND EASEMENTS

7.       (2)      (Subject only to those easements expressly granted by this
                  lease) neither the Tenant nor the Premises shall be entitled
                  to any easement or quasi-easement whatsoever and nothing
                  herein contained or implied shall give the Tenant the benefit
                  of or the right to enforce or

                                      -40-
<PAGE>

                  to have enforced or to prevent the release or modification of
                  any right easement covenant condition or stipulation enjoyed
                  or entered into by any tenant of the Landlord in respect of
                  property not demised by this lease or prevent or restrict the
                  development or use of the remainder of the Building or any
                  other land

         COMMON PARTS AND SERVICE MEDIA

7.       (3)      Subject always to the rights of the local authority the
                  relevant supply authorities and any other competent authority
                  the Common Parts and the Service Media are at all times
                  subject to the exclusive control and management of the
                  Landlord who may from time to time (if it shall be necessary
                  or reasonable to do so for the benefit of the Building or
                  otherwise in keeping with the principles of good estate
                  management) alter divert substitute stop up or remove any of
                  them (leaving available for use by the Tenant reasonable and
                  sufficient means of access to and egress from and servicing
                  for the Premises)

          SERVICE OF NOTICES

7.       (4)      (a)      In addition to any other mode of service any
                           notices to be served under this lease shall be
                           validly served if served in accordance with section
                           196 Law of Property Act 1925 as amended by the
                           Recorded Delivery Service Act 1962 or (in the case of
                           any notice to be served on the Tenant) by sending it
                           to the Tenant at the Premises

7.       (4)      (b)      If the Tenant or any guarantor comprises more than
                           one person it shall be sufficient for all purposes if
                           notice is served on one of them but a notice duly
                           served on the Tenant will not need to be served on
                           any guarantor

         RENT CESSER

7.       (5)      If and whenever during the Term:-


                                      -41-
<PAGE>


7.       (5)      (a)      the Premises (other than the Tenant's plant and
                           equipment and other fixtures of any nature installed
                           by the Tenant) or the essential means of access to
                           the Premises are damaged or destroyed by any of the
                           Insured Risks so that the Premises are incapable of
                           occupation and use and

7.       (5)      (b)      the insurance of the Building or the payment of any
                           insurance money has not been vitiated by the act
                           neglect default or omission of the Tenant or of any
                           person deriving title under or through the Tenant or
                           their respective servants agents and invitees the
                           rent first reserved by this lease or a fair
                           proportion of it according to the nature and extent
                           of the damage sustained shall be suspended and cease
                           to be payable from the date of destruction or damage
                           until whichever is the earlier of the date on which
                           the Premises (other than as aforesaid) and if
                           applicable the essential means of access to them are
                           made fit for substantial occupation and use and the
                           date of expiry of the period for which insurance of
                           loss of rent is effected (not being less than three
                           years) and any dispute about such suspension shall be
                           referred to the award of a single arbitrator to be
                           appointed in default of agreement on the (application
                           of the Landlord or the Tenant to the President for
                           the time being of The Royal Institution of Chartered
                           Surveyors in accordance with the Arbitration Acts
                           1950 and 1979

         DETERMINATION (DESTRUCTION OR DAMAGE)

7.       (6)      (a) If during the last five years of the Term the Premises
                  shall be so destroyed or damaged as to be substantially unfit
                  for occupation and use the Landlord may by not less than six
                  months notice given to expire at any time before the first
                  anniversary of the date of destruction or damage determine
                  this lease and from the giving of such notice the Landlord's
                  obligations under clause 5(2) (c) shall cease to apply and on
                  the expiry of such notice this lease shall determine without
                  prejudice to any rights or remedies which

                                      -42-
<PAGE>

                  may then have accrued in respect of any breach of any of the
                  covenants or provisions contained in this lease and the
                  Landlord shall be entitled to retain the insurance money

         DETERMINATION (TENANT'S OPTION)

7.       (6)      (b)      (i)      The Tenant may (subject to the provisions of
                                    this sub-clause) determine this lease as at
                                    the fifth anniversary of the date from which
                                    the Term is calculated ("the relevant date")

7.       (6)      (b)      (ii)     The Tenant shall give the Landlord written
                                    notice of its intention to determine at
                                    least six months before the relevant date

7.       (6)      (b)      (iii)    If the Tenant duly serves a notice under
                                    this clause it shall comply with
                                    sub-paragraph (iv) below and shall procure
                                    that vacant possession of the Premises will
                                    be available on the relevant date free of
                                    occupation by and of any estate or interest
                                    vested in the Tenant and any third party and
                                    this lease shall not determine as a result
                                    of any notice served by the Tenant if it is
                                    in breach of any of its covenants contained
                                    in this lease (including those contained in
                                    this sub-clause) at the relevant date except
                                    to the extent if at all the Landlord in its
                                    absolute discretion waives compliance with
                                    any of them

7.       (6)      (b)      (iv)     On the relevant date the Tenant shall pay
                                    the Landlord by bank draft drawn on a town
                                    clearing branch of a bank which is a member
                                    of Chaps and Town Clearing Limited (or any
                                    other bank acceptable to the Landlord) the
                                    sum of seventy-five thousand six hundred and
                                    twenty-five pounds (f75,625) and VAT thereon

7.       (6)      (b)      (v)      If all the requirements of this sub-clause
                                    are first satisfied this lease shall
                                    determine on the relevant date without
                                    prejudice to:-


                                      -43-
<PAGE>


7.                                  (i)    any rights or remedies which may have
                                           accrued to either party in respect of
                                           any breach of any of the covenants or
                                           obligations contained in it including
                                           obligations under this sub-clause
                                           which shall continue to bind the
                                           parties; and

7.                                  (ii)   the continuing obligation of the
                                           parties to account to one another on
                                           demand for any Service Charge payment
                                           or allowance apportioned up to the
                                           date of determination as soon as
                                           reasonably possible thereafter

7.       (6)      (b)      (vi)     Time is of the essence of all dates and
                                    periods referred to in this sub-clause

         LANDLORD'S LIABILITY

         The Landlord shall not be liable for:-

7.       (7)      (a)      (without prejudice to the provisions of clause 7(3))
                           any closure of any of the Common Parts or stoppage or
                           severance affecting any of the Service Media due to
                           any cause beyond the control of the Landlord (acting
                           reasonably)

         (b)               any act omission or negligence of any of the
                           Landlord's employees servants or agents in or about
                           the performance or purported performance of any of
                           the Services or for any loss accident damage or
                           injury which may at any time during the Term be
                           suffered by the Tenant or by any person claiming
                           through it or by its or their employees servants
                           agents invitees or licensees in any such case beyond
                           any sum which may be recovered under any policy or
                           policies of insurance maintained by the Landlord


                                      -44-
<PAGE>


         ARBITRATION FEES

7.       (8)      The fees of any arbitrator incurred in any arbitration
                  proceedings arising out of this lease may be paid to the
                  arbitrator by the Landlord or by the Tenant notwithstanding
                  any direction or prior agreement as to liability for payment
                  and any sums so paid for which the party who pays them
                  initially is not ultimately liable shall be repayable on
                  demand by the party who is liable for them

         RENT REVIEW MEMORANDUM

7.       (9)      Forthwith after every agreement or determination of any
                  increase in the amount of the rent reserved and made payable
                  by virtue of schedule 4 a memorandum recording the increase
                  shall be attached to this lease and to the counterpart and
                  such memorandum shall be signed by or on behalf of the
                  Landlord and the Tenant respectively

         NO WARRANTY AS TO USE

7.       (10)     Nothing contained in this lease shall constitute or be deemed
                  to constitute a warranty by the Landlord that the Premises are
                  authorised under Planning Law to be used or are otherwise fit
                  for any specific purpose

         DISPUTES

7.       (11)     Any dispute between the Tenant and any other tenant or
                  occupier of any part of the Building relating to any easement
                  or right affecting the Building or any part of it shall
                  (unless the Landlord shall by notice to the parties concerned
                  renounce its power to determine it) be referred to the
                  Landlord whose decision (acting in the capacity of an expert)
                  shall be binding upon the parties to the dispute

         RATEABLE VALUE APPEALS

7.       (12)     If the Landlord or the Tenant intends to make a proposal to
                  alter the entry for the Premises in the local non-domestic
                  rating list it shall notify the other party of its intention


                                      -45-
<PAGE>

                  and shall incorporate in the proposal such proper and
                  reasonable representations as may be made by or on behalf of
                  that party

         LANDLORD'S RIGHT TO APPORTION

7.       (13)     The Landlord shall be entitled from time to time during the
                  Term for any reasonable purpose to make such reasonable
                  apportionments and allocations as the Landlord shall consider
                  appropriate of any amounts for the time being payable by the
                  Tenant under this lease including without limitation any
                  allocation (and any retrospective adjustment) from time to
                  time for the purposes of VAT of part of the rent first hereby
                  reserved to the benefit of the right granted by paragraph 2 of
                  schedule 2

         EXCLUSION OF LANDLORD AND TENANT ACT 1954

7.       (14)     Having been authorised to do so by an Order of the Mayor's and
                  City of London Court (No. 9390906) made on the 15th March 1993
                  under section 38(4)(a) Landlord and Tenant Act 1954 the
                  parties agree that the provisions of sections 24 to 28 of that
                  Act shall be excluded in relation to the tenancy to be granted
                  by this lease

                  IN WITNESS whereof this Deed has been executed by the parties
hereto and is intended to be and is hereby delivered on the date first above
written

                                   SCHEDULE 1

                                 (THE PREMISES)

                  ALL THOSE office premises situate on the second floor and
                  being part of the Building which are shown on the Plans and
                  thereon merged ___ed ALL which premises include:-

         a)       the plaster linings and other interior coverings and facing
                  materials of those parts of the external walls of the Building
                  as bound the said premises and of the columns within the said
                  premises and of the walls within and bounding them from other
                  parts of the Building


                                      -46-
<PAGE>


         b)       the fixed floor coverings (including the Carpet) and all
                  materials lying between the upper surface of the structural
                  floor slab and the floor surface (including the Floor Boxes
                  and all components of the raised floor)

         c)       the ceilings and all materials forming part of them lying
                  below the lower surface of the structural ceiling slab
                  (including all components of the suspended ceiling)

         d)       all non-load bearing walls and partitions lying within the
                  said premises

         e)       the doors and door frames within and on the boundaries of the
                  said premises but excluding the lift doors and

         f)       all plant and other apparatus and conducting media which are
                  designed to serve the said premises exclusively

                  but exclude:-

                  i)       all Service Media and

         ii)      The load bearing structure of the Building including the load
                  bearing structure of the roofs foundations external and
                  internal walls and columns and the structural slabs of the
                  ceilings and floors and

         iii)     the external surfaces of the Building (except the external
                  surfaces of any doors and door frames referred to in paragraph
                  (e)) and the whole of the window glazing and window frames and
                  other fenestration units constructed in the external walls and
                  in the other boundaries of the said premises


                                      -47-
<PAGE>


                                   SCHEDULE 2

                         (EASEMENTS AND RIGHTS GRANTED)

1.       The right in connection with the Permitted Use subject to the
                  provisions of clause 7(3) and subject to compliance with all
                  reasonable rules and regulations in connection with the
                  exercise of such right as may be prescribed from time to time
                  by the Landlord:-

1.       (1)      for the Tenant its servants and duly authorised agents
                  invitees and visitors for the purpose only of ingress and
                  egress to and from the Premises and the car parking spaces
                  referred to in paragraph 4 of this schedule to use the Common
                  Parts and to use all means of escape but only when needed in
                  an emergency and

1.       (2)      to use the Service Media

1.       (3)      to use the lavatories in the ground floor Common Parts of the
                  Building

2.       The right of support shelter and protection for the Premises from any
         adjoining or neighbouring parts of the Building as enjoyed by the
         Premises at the date of this lease

3.       The right to use and (to the extent they are designed to take
         connections which excludes all air conditioning plant and equipment) to
         make connections to any Service Media in on or under the Premises

4.       The exclusive right to use thirty-eight (38) car parking spaces in the
         car park comprised in the Common Parts in such positions as the
         Landlord shall from time to time direct

5.       The right to install and use conducting telecommunications media in the
         risers located in the Common Parts and other media serving the Premises
         which can conveniently and properly be located in such risers and which
         are installed with the Landlord's approval and to connect the media to
         equipment in the Premises and at reasonable times and on reasonable
         prior written

                                      -48-
<PAGE>

         notice (except in case of emergency) to inspect and to repair the media
         from other floor levels of the Building via routes and by a method
         designated by the Landlord

         The right to have the names (or trading names) of all permitted
         occupiers of the Premises displayed on the Landlord's name-boards in
         the main entrance lobby of the Building and on the exterior of the
         Building provided always that the Landlord shall be entitled to
         relocate any such name-board from time to time and to control its
         design

                                   SCHEDULE 3

                          (EXCEPTIONS AND RESERVATIONS)

         The right to build alter or extend (whether vertically or laterally)
         any building notwithstanding that the access of light and air or either
         of them to the Premises and the lights windows and openings thereof may
         be affected The right at reasonable times on not less than 48 hours
         prior notice (except in an emergency) to enter upon the Premises as
         often as may be necessary for all the purposes for which the Tenant
         covenants in this lease to permit entry and for all purposes in
         connection with the carrying out of the Services and for the purposes
         of complying with any statutory requirements

         The right to erect and maintain scaffolding on or against any part of
         the Building so long as reasonable and sufficient means of access to
         and egress from and servicing the Premises are maintained

         All rights of light air and other easements and rights (but without
         prejudice to those expressly granted by this lease) enjoyed by the
         Premises from or over any other part or parts of the Building or any
         adjacent or neighbouring land The right for one or more members of any
         security staff employed by the Landlord or its agents at any time or
         times to enter the Premises if it shall be considered necessary or
         desirable so to do in connection with the security of the Building


                                      -49-
<PAGE>


         The right to enter the Premises as may be necessary to gain access to
         the risers located in the Common Parts for the purpose of inspecting
         conducting telecommunications media and other media serving other
         premises in the Building

         PROVIDED ALWAYS THAT if the Landlord exercises any of the rights by
         carrying out work on the Premises it shall forthwith make good any
         damage caused to them unless the right has been exercised because of
         some breach by the Tenant or by any person claiming through it

                                   SCHEDULE 4

                (THE FIRST RESERVED RENT AND THE REVIEW THEREOF)

1.       In this schedule the following expressions have the respective
         specified meanings:-

1.       (1)      "CURRENT RENT" means the amount of the yearly rent first
                  reserved and payable under this lease until the Review Date
                  which amount is one hundred and fifty-one thousand two hundred
                  and fifty pounds (L151,250)

1.       (2)      "REVIEW DATE" means each of: -

                  (a)      the twenty-fifth day of March in the year One
                           thousand nine hundred and ninety-eight

                  (b)      any date so stipulated by virtue of paragraph 5 of
                           this schedule

1.       (3)      "REVIEW RENT" means the yearly clear market rack rental value
                  which might reasonably be expected to be payable following the
                  expiry of any period at the beginning of the term which might
                  be negotiated in the open market for the purposes of fitting
                  out during which no rent or a concessionary rent is payable
                  (and on the assumption that the lessee is to have the benefit
                  of such rent free or concessionary rent period) if the
                  Premises had been let as a whole by one lease in the open
                  market by a willing lessor to a willing lessee with vacant
                  possession on the Review Date without fine or premium for a
                  term of ten years computed from the Review Date and otherwise
                  upon the provisions (save as to the

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                  amount of the rent first reserved by this lease but including
                  the provision for rent review on the expiry of the fifth year
                  of the notional term) contained in this lease and on the
                  assumption if not a fact that the said provisions have been
                  fully complied with and on the further assumptions that:-

1.       (3)      (a)      the Permitted Use and the Premises comply with
                           Planning Law and every other Enactment free from any
                           onerous condition restriction and limitation and that
                           the lessee may lawfully implement and carry on the
                           Permitted Use

1.       (3)      (b)      the Premises are fully fitted out for the lessee's
                           business and are fit and fully Carpeted and equipped
                           together with Floor Boxes (that is to say eighty-nine
                           in number) for immediate occupation and operation of
                           the Permitted Use

1.       (3)      (c)      no work has been carried out to the Premises which
                           has diminished their rental value

1.       (3)      (d)      in case the Building or any part of it has been
                           destroyed or damaged it has been fully restored

                  but disregarding any effect on rent of:-

1.       (3)      (i)      the fact that the Tenant or any underlessee or other
                           occupier or their respective predecessors in title
                           has been or is in occupation of the Premises

1.       (3)      (ii)     any goodwill attached to the Premises by the carrying
                           on in them of the business of the Tenant or any
                           underlessee or their respective predecessors in title
                           or other occupier

1.       (3)      (iii)    (without prejudice to paragraphs 1(3)(b) and 1(3)(c)
                           of this schedule) any works carried out to the
                           Premises during the Term by the Tenant or any
                           permitted underlessee in either case at its own
                           expense in pursuance of a licence granted by

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<PAGE>

                           the Landlord and otherwise than in pursuance of any
                           obligation to the Landlord including the Tenant's
                           Works (except the installation of the Floor Boxes) as
                           defined in an Agreement for Lease between the parties
                           hereto dated 9th March 1993

1.       (3)      (iv)     any contingent obligation on the Tenant to carry out
                           works of reinstatement and restoration at the end of
                           the Term

1.       (3)      (v)      clause 7(6)(b)(iv)

1.       (3)      (vi)     any payment made by the lessor in connection with
                           fitting out the Premises by the lessee

1.       (4)      "REVIEW  SURVEYOR" means an independent chartered surveyor
                  appointed pursuant to paragraph 3(1) of this schedule and if
                  to be nominated by or on behalf of the President for the time
                  being of the Royal Institution of Chartered Surveyors the said
                  President to be requested to nominate an independent chartered
                  surveyor having not less than five years practice in the
                  locality of the Premises next before the date of his
                  appointment and recent substantial experience in the letting
                  and valuation of office premises of a similar character and
                  quality to those of the Premises and who is a partner or
                  director of a leading firm or company of surveyors having
                  specialist market and valuation knowledge of such premises

2.       The yearly rent first reserved and payable from the Review Date until
         the expiry of the Term shall be the higher of:-

2.       (1)      the Current Rent and

2.       (2)      the Review Rent


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3.       If the Landlord and the Tenant shall not have agreed the Review Rent by
         the date three months before the relevant Review Date it shall (without
         prejudice to the ability of the Landlord and the Tenant to agree it at
         any time) be assessed as follows:-

3.       (1)      the Review Surveyor shall (in the case of agreement about his
                  appointment) be forthwith appointed by the Landlord or the
                  Tenant to assess the Review Rent or (in the absence of
                  agreement at any time about his appointment) be nominated to
                  assess the Review Rent by or on behalf of the President for
                  the time being of The Royal Institution of Chartered Surveyors
                  on the application of the Landlord or the Tenant

3.       (2)      Unless the Landlord requires that the Review Surveyor shall
                  act as an arbitrator (which it may not do after the
                  appointment has been made save with the consent of the Tenant
                  and of the Review Surveyor) he shall act as an expert

3.       (3)      If the Review Surveyor is appointed as an expert he shall be
                  required to give notice to the Landlord and the Tenant
                  inviting each of them to submit to him within such time limits
                  as he shall stipulate a proposal for the Review Rent supported
                  (if so desired by the Landlord or the Tenant) by any or all
                  of:-

         (i)      a statement of reasons

         (ii)     a professional rental valuation and (separately and later)

         (iii)    submissions in respect of each other's statement of reasons
                  and valuation but he shall not be bound thereby and shall make
                  the determination in accordance with his own judgment
                  (including any determination concerning any party's liability
                  for the costs of the reference to him)

3.       (4)      If the Review Surveyor is appointed as an arbitrator the
                  arbitration shall be conducted in accordance with the
                  Arbitration Acts 1950 and 1979


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3.       (5)      If the Review Surveyor whether appointed as expert or
                  arbitrator refuses to act or is or becomes incapable of acting
                  or dies the Landlord or the Tenant may apply to the President
                  for the further appointment of another Review Surveyor

4.       If the Review Rent has not been agreed or assessed by the relevant
         Review Date the Tenant shall:-

4.       (1)      continue to pay the Current Rent on account and

4.       (2)      pay the Landlord within seven days after the agreement or
                  assessment of the Review Rent the amount (if any) by which the
                  Review Rent for the period commencing on the relevant Review
                  Date and ending on the quarter day following the date of
                  payment exceeds the Current Rent paid on account for the same
                  period plus interest (but calculated at 4% per annum below the
                  Stipulated Rate) for each instalment of rent due on and after
                  the relevant Review Date on the difference between what would
                  have been paid on that rent day had the Review Rent been fixed
                  and the amount paid on account (the interest being payable
                  from the date on which the instalment was due up to the date
                  of payment of the shortfall)

5.       If any Enactment restricts the right to review rent or to recover an
         increase in rent otherwise payable then when the restriction is
         released the Landlord may at any time within six months after the date
         of release give to the Tenant not less than one month's notice
         requiring an additional rent review as at the next following quarter
         day which shall for the purposes of this lease be a Review Date


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                                   SCHEDULE 5

                                   (SERVICES)

                                     PART I

1.       Inspecting maintaining and repairing amending altering rebuilding and
         renewing and where appropriate treating washing down painting and
         decorating all load bearing and other structural parts of the Building
         and the relevant parts of it described in paragraphs (ii) and (iii) of
         schedule 1

2.       Inspecting servicing maintaining and repairing renewing amending
         overhauling and replacing all apparatus plant machinery and equipment
         within the Building from time to time not serving any Lettable Unit
         exclusively

3.       Inspecting maintaining repairing cleansing emptying amending altering
         and renewing all Service Media

4.       Providing maintaining operating renewing and replacing any fire alarms
         and ancillary apparatus and fire prevention and fire fighting equipment
         and apparatus in the Common Parts

5.       Keeping the Common Parts properly cleansed treated maintained and lit
         to such standard as the Landlord may from time to time consider
         reasonably adequate

6.       Providing mechanical ventilation heating and cooling for the Building
         during Normal Business Hours

7.       Providing and maintaining at the Landlord's reasonable discretion any
         architectural or ornamental features or murals and any plants shrubs
         trees or garden area in the Common Parts and maintaining the same

8.       Supplying whether by purchase or hire and maintaining renewing
         replacing repairing servicing and keeping in good and serviceable order
         and condition all fixtures and receptacles appliances materials
         equipment plant and other things which the Landlord may deem desirable
         or necessary

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<PAGE>

         for the maintenance appearance upkeep or cleanliness of the Building or
         any part of it or otherwise in connection with the provision of the
         Services

9.       Cleaning as frequently as the Landlord shall in its discretion consider
         adequate the exterior and interior of all window glazing and window
         frames and other fenestration units in the Common Parts and the outside
         of the window glazing referred to in paragraph (iii) of schedule 1

10.      Disposing of refuse from the Building (including collecting and
         compacting or otherwise treating or packaging as the Landlord thinks
         fit such refuse) and the provision repair maintenance and renewal of
         any plant and equipment in connection therewith

11.      Maintaining an adequate supply of cold water to and supplying washing
         and toilet requisites in the lavatory accommodation in the ground floor
         Common Parts of the Building

12.      Such rodent or other pest control in the Common Parts as the Landlord
         shall consider necessary or desirable

13.      Providing a security service to the Common Parts during Normal Business
         Hours including:-

         (1)      providing one or more commissionaires in the ground floor
                  entrance lobby of the Building during Normal Business Hours;
                  and

         (2)      providing installing maintaining repairing and renewing such
                  other security systems to the Common Parts as the Landlord
                  deems desirable

14.      Any other services relating to the Building or any part of it provided
         by the Landlord from time to time which shall be:-

         (1)      reasonably capable of being enjoyed by the occupier of the
                  Premises or

         (2)      reasonably calculated to be for the benefit of the Tenant or
                  other tenants of the Building or

         (3)      appropriate for the maintenance upkeep or cleanliness of the
                  Building or


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<PAGE>


         (4)      otherwise in keeping with the principles of good estate
                  management

                                    PART II

1.       All fees and disbursements of any individual or firm or company
         employed or retained by or on behalf of the Landlord or its agents
         (including without limitation managing agents fees) for or in
         connection with:-

         (1)      any surveying or accounting functions for the Building; and

         (2)      the performance of the Services or any of them and any other
                  duties in or about the Building or any part of it relating to
                  the general management administration security maintenance
                  protection and cleanliness of the Building

2.       The reasonable fees of the Landlord for any of the Services or for the
         functions and duties referred to in paragraph 1 of this Part of this
         schedule which shall be undertaken by the Landlord and not by a third
         party

3.       The cost (in addition to any fees referred to in paragraph 2 and where
         the context permits paragraph 1 of this Part of this schedule) of
         employing (whether by the Landlord or any managing agents or any other
         individual or firm or company) such staff as the Landlord may in its
         absolute discretion consider appropriate for the performance of the
         Services and the functions and duties referred to in paragraph 1 of
         this Part of this schedule and all other incidental expenditure in
         relation to such employment including without prejudice to the
         generality of the foregoing:-

         (1)      salaries wages pensions and pension contributions benefits in
                  kind and other emoluments and National Insurance and other
                  statutory contributions or levies;

         (2)      the provision of uniforms and working clothing; and

         (3)      the provision of vehicles tools appliances cleaning and other
                  material fixtures fittings and other equipment for the proper
                  performance of their duties and a store for housing the same


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4.       The cost of entering into and keeping on foot any contracts for the
         carrying out of all or any of the Services and for insurance against
         the need to repair any Service Media

5.       All rates taxes assessments duties charges impositions and outgoings
         which are now or during the Term shall be charged assessed or imposed
         on:-

         (1)      the whole of the Building where there is no separate charge
                  assessment or imposition on or in respect of a Lettable Unit

         (2)      the whole of the Common Parts or any part of them excluding
                  any tax (other than VAT) payable by the Landlord as a direct
                  result of any actual or implied dealing with the reversion of
                  any Lease or of the Landlord's receipt of income

6.       The cost of the supply of water to all lettable space (including the
         Premises) within the Building and of water electricity and gas to the
         Common Parts and for the provision of the Services and all meter rents
         and the cost of any electricity generating transforming monitoring
         metering and distribution plant machinery and equipment in or servicing
         the Building

7.       The cost which the Landlord may be called upon to pay as a contribution
         towards the expense of making repairing maintaining rebuilding and
         cleansing any ways roads pavements or structures Service Media or
         anything which may belong to or be used for the Building or any part of
         it exclusively or in common with other neighbouring or adjoining
         premises

8.       The cost of taking all steps deemed desirable or expedient by the
         Landlord for complying with or making representations against or
         otherwise contesting the incidence of the provisions of any Enactment
         relating to or alleged to relate to the Building or any part or it for
         which any tenant is not directly and exclusively liable

9.       The cost to the Landlord of abating any nuisance in respect of the
         Building or any part of it insofar as the same is not the liability of
         any tenant


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<PAGE>


10.      The cost of making such provision (if any) for anticipated expenditure
         during the Term in respect of any of the Services as the Landlord may
         in its absolute discretion consider appropriate

11.      Any interest and fees in respect of money borrowed to finance the
         provision of the Services and the costs referred to in this Part of
         this schedule or any of them

12.      Any VAT (or any tax of a similar nature which may be substituted for or
         levied in addition to it) incurred by the Landlord on any other amount
         comprised in the Service Cost save to the extent that the Landlord
         obtains credit for such VAT incurred by the Landlord pursuant to
         sections 14 and 15 Value Added Tax Act 1983 or any regulations made
         thereunder

13.      All other costs incurred in connection with the provision of the
         Services

                                                 (   THE COMMON SEAL of ORTEM
                                                 (   DEVELOPMENTS LIMITED was
                                                 (   hereunto affixed in the
                                                 (   presence of:-

                                                 Director  /s/

                                                 Secretary /s/


                                      -59-