<PAGE>
                                                                  Exhibit 10.12




                              DATED 7th March 1996



                           ORTEM DEVELOPMENTS LIMITED

                                       and

                           CLINTRIALS RESEARCH LIMITED





                                    L E A S E

                                       of

                         the Third Floor of Kings Chase

                      107 King Street Maidenhead Berkshire





                                                      HERBERT SMITH
                                                      Exchange House
                                                      Primrose Street
                                                      London EC2A 2HS
                                                      Tel:    0171-374  8000
                                                      Telex:  886633
                                                      Fax:    0171-496  0043
                                                      Ref:    50/P291
                                                      LE30505736100495
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                                TABLE OF CONTENTS

                                                                            PAGE


1.  DEFINITIONS............................................................    1

2.  INTERPRETATION.........................................................    8

3.  DEMISE AND RENTS.......................................................    9

4.  TENANT'S COVENANTS.....................................................   10

5.  LANDLORD'S COVENANTS...................................................   29

6.  SERVICE COST ACCOUNTING AND VARIATIONS.................................   31

7.  PROVISOS...............................................................   32

SCHEDULE 1 The Premises....................................................   39

SCHEDULE 2 Easements and rights granted....................................   40

SCHEDULE 3 Exceptions and reservations.....................................   41

SCHEDULE 4 The first reserved rent and the review thereof..................   42

SCHEDULE 5 Services........................................................   46



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THIS LEASE made the 7th day of March One thousand nine hundred and ninety-six

BETWEEN:

(1)      the Landlord; and

(2)      the Tenant;

WITNESSETH as follows:

1.       DEFINITIONS

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 Kings
                             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

"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


                                      -1-
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                             legislation whatsoever deriving validity therefrom

"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 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


                                      -2-
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"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

                             (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


                                      -3-
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                             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 herein before
                             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

"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 4L8
                             (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


                                      -4-
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                             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 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

"SCHEDULE OF CONDITION"      means the schedule of condition prepared by the
                             Landlord and agreed by the Tenant prior to the date
                             hereof a copy of which


                                      -5-
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                             is annexed hereto

"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
                             and 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 4th March 1996 to (and including) the
                                    first Account Date and thereafter

                             (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


                                      -6-
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"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 Stipulated Rate such
                             interest shall be calculated on a daily basis and
                             compounded with quarterly rates on the usual
                             quarter days)

"TENANT"                     means ClinTrials Research Limited whose registered
                             office is at Kings Chase 107/123 King Street
                             Maidenhead Berkshire SL6 lDP (Co. Regn. No.
                             2211403)

"TERM"                       means a term of years calculated from 25th December
                             1995 and expiring on 24th March 2003

"VAT"                        means Value Added Tax as referred to in the Value
                             Added Tax Act 1994 (or any tax of a similar nature
                             which may be substituted for or levied in addition
                             to it)


                                      -7-
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2.       INTERPRETATION

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

         (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

         (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

         (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

                  (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

                  (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

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

                  (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


                                      -8-
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                           Instrument 1987 No 764 whether or not the same may
                           at any time have been revoked or modified

                  (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

                  (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

3.       DEMISE AND RENTS

         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:

         FIRSTLY 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 to be made on the date hereof

         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 which the Term is calculated after deduction of the
         quarterly instalments of the initial Interim Sum payable on the
         intervening usual quarter days) to be made on the date hereof


                                      -9-
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         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

4.       TENANT'S COVENANTS

         THE Tenant covenants with the Landlord throughout the Term:

         RENT

         (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:

                           (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


                                      -10-
<PAGE>
                                    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

         (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 24, 25 and 26 Value Added Tax Act
              1994 or any regulations made thereunder

         OUTGOINGS

         (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 and other outgoings now
                   or hereafter assessed 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

              (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


                                      -11-
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         COMPLIANCE WITH ENACTMENTS

         (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

         (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 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

         (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 provided that nothing contained in this
              clause shall require the Tenant to keep or yield up the Premises
              in any better state of repair or condition than that evidenced by
              the Schedule of Condition

         DECORATION AND GENERAL CONDITION AND SERVICING

         (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


                                      -12-
<PAGE>
                   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:

                   (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 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

                   (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

                   (iii)   notwithstanding the generality of the foregoing
                           nothing contained in this clause shall require the
                           Tenant to keep or yield up the Premises in any better
                           state of repair or condition than that evidenced by
                           the Schedule of Condition

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

         (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


                                      -13-
<PAGE>
         TO PERMIT ENTRY

         (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:

              (a)  examine their state of repair

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

              (c)  take any measurement or valuation of the Premises

              (d)  rebuild renew cleanse alter test maintain repair inspect and
                   make connections to any part of the Building including the
                   Service Media

              (e)  during the last twelve months of the Term (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

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

              (g)  exercise the rights described in schedule 3

         COMPLIANCE WITH NOTICES RELATING TO REPAIR OR CONDITION

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

              (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

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


                                      -14-
<PAGE>
         ENCROACHMENTS

         (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

              (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

         ALTERATIONS AND REINSTATEMENT

         (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

              (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

              (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:

                   (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)

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

                   (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


                                      -15-
<PAGE>
                   (iv)    in a good and workmanlike manner and using the best
                           materials available


                   PROVIDED ALWAYS THAT:

                   (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)

                   (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

                   (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

              (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


                                      -16-
<PAGE>
         USE

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

              (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

              (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

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

         SIGNS

         (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

         (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

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


                                      -17-
<PAGE>
         (ASSIGNMENT)

              (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:

                   (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

                   (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 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)

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

                   (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


                                      -18-
<PAGE>
                           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

                   (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

                           (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 instalments in advance on the usual
                           quarter days


                                      -19-
<PAGE>
                  (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

                  (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 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


                                      -20-
<PAGE>
                                    Order duly made under section 38(4) of that
                                    Act before the grant of the underlease

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

                  (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

         (e)      In relation to an underlease of a Permitted Part:

                  (i)      not to grant a sub-term of more than five years

                  (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

                  (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)

         (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

         (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


                                      -21-
<PAGE>
                  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)

         (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 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

    (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

         (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


                                      -22-
<PAGE>
         (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

    (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:

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

         (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 dilapidations

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

    MACHINERY

    (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:

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

         (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


                                      -23-
<PAGE>
         OBSTRUCTION/OVERLOADING

         (19) Not to obstruct:

              (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

              (b)  any means of escape

              (c)  or discharge any deleterious matter into

                   (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

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

              (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

         (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

              (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:

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


                                      -24-
<PAGE>
                   (ii)    not to carry out any repairs or maintenance works
                           (except minor repairs in cases of emergency) to
                           vehicles

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

                   (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

                   (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

         (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

              (a)  (i)     the Premises

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

                   (iii)   the use of the Premises

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

              (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 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

              (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


                                      -25-
<PAGE>
                   (e) of this sub-clause the Landlord's consent shall not be
                   unreasonably withheld 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

              (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

              (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

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

              (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)

              (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

              (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


                                      -26-
<PAGE>
         INDEMNITY

         (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

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

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

              (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

         INSURANCE AND FIRE FIGHTING EQUIPMENT

         (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

              (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


                                      -27-
<PAGE>
              (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

              (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

              (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

              (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 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

         (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

         (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 and


                                      -28-
<PAGE>
                   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

              (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

         REGULATIONS AND COVENANTS

         (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

              (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

         (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

              (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 flours 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

5.       LANDLORD'S COVENANTS

         THE Landlord covenants with the Tenant:


                                      -29-
<PAGE>
         QUIET ENJOYMENT

         (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

         (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)

              (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

              (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 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


                                      -30-
<PAGE>
         SERVICES

         (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:

              (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

              (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

              (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

              (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

6.       SERVICE COST ACCOUNTING AND VARIATIONS

         (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


                                      -31-
<PAGE>
         (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

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

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

              (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

         (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 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

              (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

7.       PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED that:

         FORFEITURE AND RE-ENTRY

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


                                      -32-
<PAGE>
              (a)  the whole or part of the rents shall be unpaid for twenty-one
                   days after becoming payable or

              (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

              (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):

              (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) 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

              (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(1)(d) in the country of its
                   incorporation

              (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

              (g)  enters into or makes any proposal to enter into any
                   arrangement or composition for the benefit of his creditors


                                      -33-
<PAGE>
              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

         (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 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

         (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

         (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


                                      -34-
<PAGE>
              (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

         (5)  If and whenever during the Term:

              (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

              (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)

         (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


                                      -35-
<PAGE>
                   cease to apply and on the expiry of such notice this lease
                   shall determine without prejudice to any rights or remedies
                   which 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)

              (b)  (i)     The Tenant may (subject to the provisions of this
                           sub-clause) determine this lease as at 25th March
                           1998. ("the relevant date")

                   (ii)    The Tenant shall give the Landlord written notice of
                           its intention to determine at least twelve months
                           before the relevant date

                   (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

                   (iv)    On the relevant date the Tenant shall pay the
                           Landlord by telegraphic transfer the sum of
                           eighty-three thousand eight hundred and seventy-five
                           pounds (L83,875) and VAT thereon

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

                           (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


                                      -36-
<PAGE>
                           (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

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

         LANDLORD'S LIABILITY

         (7)  The Landlord shall not be liable for:

              (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

         ARBITRATION FEES

         (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

         (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


                                      -37-
<PAGE>
              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

         (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

         (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

         (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 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

         (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 II

         EXCLUSION OF LANDLORD AND TENANT ACT 1954

         (14) Having been authorised to do so by an Order of the Shoreditch
              Court (No. SD516540) made on the 8th August 1995 under section
              38(4)(a) Landlord and Tenant Act 1954 the


                                      -38-
<PAGE>
              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 third floor and being part of the
Building which are shown on the Plans and thereon verged red 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

(b)      the fixed floor coverings (including the carpets at the Premises) and
         all materials lying between the upper surface of the structural floor
         slab and the floor surface

(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


                                      -39-
<PAGE>
(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

                                   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)      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

         (2)      to use the Service Media

         (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-three (33) 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 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


                                      -40-
<PAGE>
6.       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 tine to time and to control its
         design

                                   SCHEDULE 3

                           EXCEPTIONS AND RESERVATIONS

1.       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

2.       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

3.       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

4.       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

5.       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

6.       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




                                      -41-
<PAGE>
                                   SCHEDULE 4

                 THE FIRST RESERVED RENT AND THE REVIEW THEREOF

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

I         (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 sixty-seven thousand seven
                  hundred and fifty pounds (L167,750)

         (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

         (3)      "REVIEW RENT" means the yearly clear market rack rental value
                  which night 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 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:

                  (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

                  (b)      the Premises are fully fitted out for the lessee's
                           business and are fit and fully equipped for immediate
                           occupation and operation of the Permitted Use


                                      -42-
<PAGE>
                  (c)      no work has been carried out to the Premises which
                           has diminished their rental value

                  (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:

                  (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

                  (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

                  (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 the
                           Landlord and otherwise than in pursuance of any
                           obligation to the Landlord

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

                  (v)      clause 7(6)(b)(iv)

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

         (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


                                      -43-
<PAGE>
2.       The yearly rent first reserved and payable from the Review Date until
         the expiry of the Term shall be the higher of:

         (1)      the Current Rent and

         (2)      the Review Rent

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:

         (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

         (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)      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 judgement (including
                  any determination concerning any party's liability for the
                  costs of the reference to him)


                                      -44-
<PAGE>
         (4)      If the Review Surveyor is appointed as an arbitrator the
                  arbitration shall be conducted in accordance with the
                  Arbitration Acts 1950 and 1979

         (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:

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

         (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




                                      -45-
<PAGE>
                                   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 I

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 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


                                      -46-
<PAGE>
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 I

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

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


                                      -47-
<PAGE>
                                     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

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


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<PAGE>
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

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


                                      -49-
<PAGE>
         that the Landlord obtains credit for such VAT incurred by the Landlord
         pursuant to sections 24, 25 and 26 Value Added Tax Act 1994 or any
         regulations made thereunder

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



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



                                       /s/
                                       _________________________________________
                                       Director



                                       /s/ Carla J. Mehon
                                       _________________________________________
                                       Director





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