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                                                                 Exhibit 10.13

                              REGISTERS OF SCOTLAND



      98/9160

      AT EDINBURGH the Thirteenth day of March Nineteen hundred and ninety eight
      the Deed hereinafter reproduced was presented for registration in the
      Books of the Lords of Council and Session for preservation and execution
      and is registered in the said Books as follows:

                                        LEASE


                                        Among


                                        TAYLOR WOODROW PROPERTY COMPANY LIMITED,
                                        incorporated under the Companies Acts
                                        and having their Registered Office at
                                        International House,
                                        1 St Katharine's Way, London, E1 9TW
                                        (hereinafter called "the Landlords"
                                        which expression shall where the context
                                        so requires or admits include all
                                        persons deriving title from them) Of the
                                        First Part

                                        and


                                        CLINTRIALS RESEARCH LIMITED,
                                        incorporated under the Companies Acts
                                        and having their Registered Office at
                                        Kings Chase, 107-123 King Street,
                                        Maidenhead, Berkshire SL6 1DP
                                        (hereinafter called "the Tenants" which
                                        expression shall where the context so
                                        requires or admits include their
                                        permitted successors and assignees) Of
                                        the Second Part

                                        and


                                        guaranteed by

                                        CLINTRIALS RESEARCH, INC., a corporation
                                        incorporated in the State of Delaware
                                        and having its headquarters at 20 Burton
                                        Hills Boulevard, Nashville, Tennessee,
                                        37215 U.S.A. (hereinafter called "the
                                        Guarantors") Of the Third Part

IT IS CONTRACTED AND AGREED between the Landlords and the Tenants in the
following manner, videlicet:-


FIRST                   (One) The Landlords in consideration of the rent and
Subjects                other prestations and of the whole conditions
Let:                    hereinafter contained hereby let to the Tenants ALL and
                        WHOLE the subjects described in paragraph ONE of Part I
                        of the Schedule annexed and executed as relative hereto
                        (Two) the said subjects let shall include the following
                        in so far as within the boundaries thereof and any
                        additions carried out by the Tenants (except Tenants'
                        fittings and fixtures) or replacements:-

                              (i)   all non-structural walls and partitioning,

                              (ii)  the finishes of the ceilings, walls and
                                    floors,

                              (iii) every part of all doors and windows
                                    including the glass and the frames thereof
                                    and the fastenings,
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                              REGISTERS OF SCOTLAND

                                       2


                              (iv)  all drains, sewers, gas, electric and water
                                    pipes, conduits, electric mains, wires,
                                    radiators, meters, safety devices and other
                                    appliances which serve the subjects
                                    exclusively and are not the property of any
                                    public corporation or state authority,

                              (v)   all Landlords' fixtures and fittings,
                                    carpeting, equipment and apparatus
                                    whatsoever within the Premises and in
                                    particular those items set out in Part V of
                                    the Schedule,

                              (vi)  the service lift situated in the west wing
                                    of the Premises and

                              (vii) all other internal parts of the subjects not
                                    specifically mentioned above,

                        (Three) the said subjects let shall exclude the main
                        structure, foundations, underbuilding, walls and roof
                        and all structural and load bearing walls, common and
                        mutual walls including without limitation walls
                        adjoining common parts of the Property, floor stair and
                        roof slabs of the building known as 1 Cadogan Square,
                        Glasgow in the Landlords' Development comprising numbers
                        1 and 2 Cadogan Square, Glasgow of which they form part
                        (which building is shown outlined in blue on Plan Number
                        Two annexed and executed as relative hereto and which
                        Development is shown outlined in yellow on said Plan
                        Number Two and comprises part of the subjects described
                        in the Land Register for Scotland under Title Number GLA
                        120436 are hereinafter referred to respectively as "the
                        Property" and "the Development") and (Four) the said
                        subjects let as described, indicated and defined above
                        are called "the Premises" hereinafter in this Lease and
                        in the Schedule hereto.

SECOND                  There are excepted and reserved to the Landlords and all
Exceptions and          others for the time being authorised by them:-
Reservations:

                        (a)   subject to the Landlords not adversely affecting
                              the existing accesses to the Premises, the right
                              to build or rebuild upon any adjoining or adjacent
                              subjects to such height and in such manner and
                              otherwise as the Landlords acting reasonably may
                              desire or permit and to use the same in whatever
                              manner acting reasonably may be desired and
                              whether or not the access of light to the Premises
                              at present appertaining to the Premises shall be
                              lessened or affected in any way but not so as to
                              make the Premises untenantable under any
                              Government Orders or Regulations;
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                              REGISTERS OF SCOTLAND

                                       3


                        (b)   the right to take into use all foundations,
                              underbuilding, roofs, walls (other than internal
                              to the Premises), fences, drains, sewers, gas and
                              water pipes, conduits, electric mains, wires and
                              appliances and the like to build upon, connect
                              with or otherwise use the same without payment of
                              any consideration to the Tenants but subject as
                              from the date of such taking into use as aforesaid
                              to contributing a fair and just proportion of the
                              expenses of maintaining, repairing and renewing
                              same;

                        (c)   the free and uninterrupted passage and use of all
                              existing common sewers, gas and water pipes,
                              electric mains, wires and appliances, heating
                              apparatus, watercourses and drains and other
                              conducting media under, over or about the Premises
                              or any part thereof and also the free and
                              uninterrupted passage and running of water and
                              soil from the other buildings and subjects
                              adjoining or near the Premises through the said
                              sewers, pipes, water sources and drains and other
                              conducting media;

                        (d)   the right to enter into and upon the Premises at
                              all reasonable times (upon prior appointment
                              except in case of emergency) for the purpose of
                              building or rebuilding upon any adjoining or
                              neighbouring subjects as aforesaid, or taking into
                              use or connecting to or inspecting or repairing
                              any walls, fences, drains, sewers, gas and water
                              pipes, electric mains, wires and any other
                              conducting media as aforesaid, subject to making
                              good any damage thereby caused to the Premises;

                        (e)   all necessary rights of support and protection for
                              such other buildings and subjects and each and
                              every part thereof as are situated above, below or
                              adjoining or adjacent to the Premises;

                        (f)   subject to the Landlords not adversely affecting
                              the existing accesses to the Premises or
                              materially adversely affecting the other rights
                              conferred upon the Tenants by this Lease referred
                              to in Clause ONE of Part 1 of the Schedule, the
                              right at any time to alter or depart from the
                              composition and/or layout of the surrounding
                              development in such manner and to such extent as
                              the Landlords may in their sole discretion decide
                              and that without any claim being competent against
                              the Landlords at the instance of the Tenants for
                              compensation or otherwise and

                        (g)   the right at any time to suspend temporarily any
                              right of access granted in favour of the Tenants
                              over any portion of the Property or over any
                              adjoining or adjacent subjects for the purpose of
                              repairing or renewing the same or for any other
                              necessary purpose and that in every case in a
                              manner calculated to
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                              REGISTERS OF SCOTLAND

                                       4


                              cause the least interference with the Tenants' use
                              and enjoyment of the Premises but without any
                              claim being competent against the Landlords at the
                              instance of the Tenants for compensation or
                              otherwise in respect of such suspension; Provided
                              always that in this event the Landlords will
                              ensure sufficient alternative means of access to
                              the Premises. The Landlords in the exercise of the
                              powers reserved to them by this Clause SECOND
                              shall make good or procure that there shall be
                              made good all damage thereby occasioned to the
                              Premises and the fixtures and fittings and
                              possessions therein belonging to the Tenants and
                              that all to the reasonable satisfaction of the
                              Tenants.

THIRD                   This Lease shall (notwithstanding the dates hereof)
Entry and               subsist for the period mentioned in paragraph TWO of
Duration:               Part I of the Schedule hereto from the date of entry of
                        the Tenants to the Premises also mentioned therein.

FOURTH                  (One)   The Tenants bind and oblige themselves and their
The Annual                      permitted successors and assignees to pay to the
Rent:                           Landlords the annual rent specified or referred
                                to in Part II of the Schedule hereto.

Payment of              (Two)   The said annual rent shall be paid by the
Annual Rent:                    Tenants to the Landlords in accordance with the
                                provisions and others contained or referred to
                                in Part II of the Schedule hereto.

Sums other              (Three) Any sum payable by the Tenants to the Landlords
than Rent:                      in addition to rent in terms of this Lease shall
                                if unpaid be recoverable as if it were unpaid
                                rent.

FIFTH                   The Tenants hereby bind and oblige themselves and their
Tenants'                permitted successors and assignees to observe and
Obligations:            perform throughout the currency of this Lease the
                        conditions, obligations and others specified or referred
                        to in Part III of the Schedule hereto.

SIXTH                   Subject always to the reservations, conditions and
Landlords'              others herein expressed or referred to and to the
Obligations:            Tenants punctually paying the annual rent hereinbefore
                        mentioned and performing and observing the conditions
                        and obligations on the part of the Tenants herein
                        contained or referred to the Landlords bind and oblige
                        themselves as follows:-

Warranty:               (One)   To warrant this Lease to the Tenants at all
                                hands and against all mortals;
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                              REGISTERS OF SCOTLAND

                                       5


Maintenance:            (Two)   To observe and perform throughout the currency
                                of this Lease the conditions, obligations and
                                others specified or referred to in Part IV of
                                the Schedule hereto (hereinafter called "the
                                Landlords' Services");

Insurance:              (Three) To insure and at all times during the currency
                                of this Lease to keep so insured with an
                                Insurance Office of repute the Development
                                including without limitation the car parks
                                therein together with all erections and
                                Landlords' fixtures (including boilers and
                                lifts) of an insurable nature which are now or
                                at any time during the currency of this Lease
                                may be erected or placed upon or affixed to the
                                Development and also all common items or parts
                                effeiring thereto to their full reinstatement
                                value in the event of total destruction thereof
                                including architects', surveyors' and engineers'
                                fees and other professional fees and other
                                incidental expenses and the costs of debris
                                removal, demolition and shoring up (such value
                                to be determined by the Landlords acting
                                reasonably) against loss or damage by fire,
                                earthquake, explosion, aircraft (other than
                                hostile aircraft) and other aerial devices or
                                articles dropped therefrom, riot and civil
                                commotion, terrorism, subsidence, labour
                                disturbances and damage by malicious persons,
                                storm or tempest (including lightning) bursting
                                or overflowing of water tanks, apparatus or
                                pipes, flood impact and such other normal
                                commercial risks or insurance as the Landlords
                                or the Tenants both acting reasonably shall
                                require and also to insure as aforesaid (i) for
                                a loss of rent and Service Charge for an
                                indemnity period of three years, (ii) against
                                public liability property owners' and third
                                party liability for all risks outside the
                                Premises for such a sum as the Landlords may
                                properly consider appropriate and (iii) for an
                                excess carried by any of the Landlords'
                                insurance policies, where the Landlords
                                reasonably consider this appropriate (the
                                foregoing risks being hereafter collectively
                                referred to as "the insured risks"); Provided
                                always that the Landlords will only insure
                                against the risks hereinbefore specified so long
                                as and to the extent to which they are able to
                                obtain such cover whether that be fully,
                                partially or not at all; The interest of the
                                Tenants and any permitted sub tenants will be
                                noted upon the relative policy or policies of
                                insurance and the Landlords will use their
                                reasonable endeavours to secure a waiver of all
                                and any subrogation rights which the nominated
                                insurers may have against the Tenants and any
                                such permitted sub tenants; In
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                              REGISTERS OF SCOTLAND

                                       6


                                the event of the Premises or any part thereof or
                                the Development or the said common items or
                                parts or any part thereof being at any time
                                during the currency of this Lease destroyed or
                                damaged by any of the insured risks, then as
                                often as the same shall happen (except to the
                                extent that the insurance effected by the
                                Landlords shall have been vitiated or the
                                payment of Policy monies refused by some act or
                                default of the Tenants or those for whom the
                                Tenants are responsible at law), the Landlords
                                shall with all reasonable speed be bound to
                                expend the monies received by them in respect of
                                the said insurance (excepting payment for loss
                                of rent and Service Charge which shall be
                                retained by the Landlords and shall be accepted
                                as in satisfaction pro tanto of the said annual
                                rent and Service Charge) (the Landlords being
                                bound to make up any shortfall in such insurance
                                monies out of their own resources) in making
                                good and shall make good as soon as reasonably
                                possible all damage caused to the Premises or
                                the Property or the Development or the said
                                common items or parts as the case may be by any
                                of the insured risks. If required by the Tenants
                                the Landlords will exhibit to the Tenants the
                                policy or policies of insurance and the receipts
                                for the premiums payable therefor. Provided
                                always, however, that if the Premises and/or the
                                Property shall be totally destroyed or shall be
                                so damaged as to be unfit for occupation and
                                use, whether by an insured risk or otherwise
                                that the Landlords acting reasonably shall
                                consider the redevelopment of the site of the
                                Property to be necessary or desirable the
                                Landlords may within 3 months after the date of
                                such damage or destruction (time being of the
                                essence) by not less than one month's notice
                                given to the Tenants determine the Lease ("the
                                Determination Notice") and upon the expiry of
                                the Determination Notice the Lease shall cease
                                and determine and the Tenants shall forthwith
                                give to the Landlords vacant possession of the
                                Premises without prejudice to any rights or
                                remedies which may then have accrued to the
                                Landlords against the Tenants or vice versa in
                                respect of any breach of any of the obligations
                                and conditions contained in the Lease and the
                                insurance monies shall belong in full to the
                                Landlords; And

                        (Four)  The Landlords shall implement diligently all
                                obligations incumbent on them as tenants under
                                any Lease of the Development or the Property
                                which is superior to this Lease except to the
                                extent that such obligations
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                              REGISTERS OF SCOTLAND

                                       7


                                relate to the Premises and have been undertaken
                                by the Tenants hereunder.

SEVENTH                 The Landlords shall not be responsible or liable in any
Limitation of           way whatever to the Tenants or to any person or persons
Landlords'              in the Premises with the actual or implied authority of
liability:              the Tenants in respect of any interruption or failure of
                        any services or by reason of the defective working,
                        accidental stoppage or breakage or other cause in all
                        cases outwith the Landlords' reasonable control of any
                        pipes, mains, wires, cables, appliances, apparatus,
                        sewers, drains or machinery provided always that (1) the
                        Landlords take all reasonable steps so far as within
                        their control to implement the Landlords' obligations
                        contained in Clause SIXTH as soon as reasonably
                        practicable and (2) take all reasonable steps to enforce
                        the obligations of any other tenants of the Development
                        insofar as such tenants may be responsible for the same
                        in terms of their lease or otherwise.

EIGHTH                  Notwithstanding and without prejudice to any other
Irritancy:              remedies and powers contained in this Lease or otherwise
                        available to the Landlords and subject always to the
                        provisions of the Law Reform (Miscellaneous Provisions)
                        (Scotland) Act 1985 if the rent herein provided for or
                        any part thereof shall at any time be in arrears for 21
                        days after the same shall have become due (whether
                        legally demanded or not) or if there shall be any other
                        breach of any of the undertakings on the part of the
                        Tenants contained in this Lease or if the Tenants shall
                        become notour bankrupt or apparently insolvent within
                        the meaning of Section 7 (1) of the Bankruptcy
                        (Scotland) Act 1985 or shall make any arrangement with
                        creditors or shall suffer any diligence to be levied on
                        the Premises or the contents thereof or being a company
                        shall go into liquidation whether voluntary or
                        compulsory (otherwise than a voluntary liquidation of a
                        solvent company for the purpose of amalgamation or
                        reconstruction) on terms approved by the Landlords in
                        writing or suffer a Receiver or Administrator to be
                        appointed then and in any case it shall be lawful for
                        the Landlords at any time thereafter by notice in
                        writing to bring this Lease to an end forthwith and to
                        enter the Premises and repossess and enjoy the same as
                        if this Lease had not been granted but without prejudice
                        to any right of action or remedy of the Landlords in
                        respect of any previous breach of any of the
                        undertakings by the Tenants contained in this Lease;
                        Provided that (1) in the case of a breach, non
                        observance or non performance by the Tenants which is
                        capable of being remedied, the Landlords shall not
                        exercise such option of irritancy unless and until they
                        shall first have given written notice to the Tenants and
                        to every
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                              REGISTERS OF SCOTLAND

                                       8


                        creditor in any existing charge over the Tenants'
                        interest under this Lease intimated in writing to the
                        Landlords requiring the same to be remedied and the
                        Tenants shall have failed to remedy the same within such
                        reasonable time as the Landlords shall prescribe which
                        in the case of non payment of rent or of any other
                        monies becoming payable by the Tenants to the Landlords
                        pursuant to any of the Tenants' obligations contained in
                        this Lease shall be a period of fourteen days only and
                        (2) in the event of the liquidation or receivership of
                        the Tenants and provided always that all (if any)
                        arrears of rent, Service Charge, Insurance Premiums and
                        other monetary outgoings due under and in terms of this
                        Lease shall be paid in full and that such outgoings
                        shall continue to be so paid (irrespective of the source
                        of funds) the Landlords shall not be entitled to
                        exercise such option of irritancy unless and until they
                        shall have permitted any liquidator, receiver or
                        creditor under any charge as aforesaid a period of six
                        months from the date of the breach, non-observance or
                        non-performance by the Tenants which gave rise to the
                        irritancy in terms of this clause within which to
                        dispose of the interest of the Tenants under this Lease
                        to an approved assignee in terms hereof and then only if
                        the Assignation to any such approved assignee shall fail
                        to be completed within such six months period or any
                        extensions thereof as may be approved by the Landlords.

NINTH                   Nothing contained in this Lease shall be deemed to
No Warranty             constitute any warranty by the Landlords that the
of Use:                 Premises or any part thereof are authorised for use
                        under the Planning Acts for any specific purpose.

TENTH                   The Guarantors guarantee and undertake to the Landlords
Guarantee:              that the Tenants will punctually and fully observe,
                        perform and implement all the obligations (including the
                        payment of rent and other outgoings) imposed on the
                        Tenants in terms of this Lease subject to the
                        following:-

                        (One)   In the event of the Tenants failing punctually
                                and fully to observe, perform and implement the
                                said obligations the Guarantors undertake that
                                they will on demand pay and make good to the
                                Landlords all losses, damages, costs and
                                expenses sustained by the Landlords by reason of
                                the Tenants' failure as aforesaid.

                        (Two)   The Guarantors acknowledge that neither any
                                neglect or delay by the Landlords in pursuing
                                the Tenants for the observance, performance or
                                implementation of the said obligations nor the
                                granting of time by the Landlords in relation
                                thereto shall have the effect of discharging,
                                limiting or restricting the liability of the
                                Guarantors hereunder.
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                              REGISTERS OF SCOTLAND

                                       9


                        (Three) This Guarantee is granted without prejudice to
                                any other rights and remedies which the
                                Landlords may have against the Tenants arising
                                from the Tenants' occupation of the Premises
                                (whether by virtue of this Lease or otherwise)
                                and the enforcing of such rights and remedies by
                                the Landlords shall in no way affect the
                                liability of the Guarantors hereunder.

                        (Four)  If the Tenants (being a Company) go into
                                liquidation or receivership or have an
                                administrator appointed or are wound up or
                                otherwise cease to exist or if the Tenants
                                (being an individual or partnership) sign a
                                Trust Deed for behoof of creditors or become
                                apparently insolvent and as a result this Lease
                                is terminated or if this Lease is terminated
                                following a failure to implement, breach of, or
                                contravention of its terms by the Tenants the
                                Guarantors shall be obliged to accept and the
                                Landlords to grant within a period of three
                                months of the termination of this Lease (time
                                being of the essence in this respect) a new
                                Lease of the Premises from the Landlords, such
                                new Lease to commence on the date of termination
                                as aforesaid and to run for the then unexpired
                                period of this Lease at the rent last payable
                                under this Lease and otherwise to be on the same
                                terms and conditions as contained in this Lease
                                mutatis mutandis, Declaring that the Guarantors
                                will be liable for the whole proper and
                                reasonable legal fees and relative costs and
                                expenses (including the Landlords' legal
                                expenses, the stamp duty and the registration
                                dues) and other outlays incurred in the
                                preparation of such new Lease.

                        (Five)  The Landlords and the Guarantors hereby
                                prorogate the non exclusive jurisdiction of the
                                Scottish Courts.

ELEVENTH                Any notice, request or consent under or in relation to
Notices:                this Lease shall be in writing. Any notice to the
                        Tenants (if a Corporation) shall be sufficiently served
                        if sent by Recorded Delivery to their Registered Office
                        and (if the Tenants shall be a person) shall be
                        sufficiently served if sent by Recorded Delivery to him
                        at his last known address in Great Britain or Northern
                        Ireland. Any notice to the Landlords shall be
                        sufficiently served if sent by Recorded Delivery to
                        their Head or Registered Office. Any notice sent by
                        Recorded Delivery shall be deemed to have been duly
                        served at the expiry of Seventy two hours after the time
                        of posting. In proving service it shall be sufficient to
                        prove that the envelope containing the notice, request
                        or consent was duly addressed to the Tenants or the
                        Landlords (as the case
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                              REGISTERS OF SCOTLAND

                                       10


                        may be) in accordance with this Clause and posted to the
                        place to which it was so addressed.

TWELFTH                 The Clause headings herein and in the Schedule hereto
Clause                  are inserted for convenience of reference and are not
Headings:               deemed to form part of these presents nor shall they
                        affect the construction thereof.

THIRTEENTH              Notwithstanding execution of this Lease and/or occupancy
Missives to remain      by the Tenants, the Missives of Lease between the
in force:               Landlords and the Tenants dated 16th June 1997 shall be
                        deemed to be incorporated herein and remain in full
                        force and effect.

FOURTEENTH              The parties certify that this Lease is not a lease which
Stamp Duty              gives effect Stamp Duty to an Agreement for Lease as
                        interpreted by the Inland Revenue in terms of the
                        Guidance Note dated Thirtieth June Nineteen hundred and
                        ninety four referring to Section 240 of the Finance Act
                        1994.

FIFTEENTH               The Parties hereto consent to registration hereof for
Consent to              preservation and IN WITNESS WHEREOF these presents
Registration:           consisting of this and the nine Consent to proceeding
                        pages together with the Schedule, Plan Number 1, Plan
                        Number 2, Plan Number 3 and Schedule of Condition
                        annexed are executed as follows: they are subscribed
                        Registration: for an on behalf of ClinTrials Research
                        Inc. at Glasgow on the Eighteenth day of December
                        Nineteen hundred and ninety seven by Paul Joseph
                        Ottaviano, Executive Vice President - Worldwide
                        Operations, in the presence of Robert Morris Reekie,
                        Director, Medical and Regulatory Affairs, ClinTrials
                        Research Limited, One Cadogan Square, Glasgow; they are
                        subscribed for and on behalf of the said ClinTrials
                        Research Limited at Maidenhead on the Nineteenth day of
                        January Nineteen hundred and ninety eight by Doctor
                        William Lawson Shaw, President of Europe-Asia Pacific,
                        in the presence of Tina Ann Young, Director, Data
                        Management, both of ClinTrials Research Limited, Kings
                        Chase, 107-123 King Street, Maidenhead, Berkshire; and
                        they are subscribed for and on behalf of the said Taylor
                        Woodrow Property Company Limited by John Howard Brooks,
                        Director and Clifford Robin Knott, Director/Secretary at
                        London on the Sixth day of February Nineteen hundred and
                        ninety eight.


                        /s/ Paul J. Ottaviano
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                              REGISTERS OF SCOTLAND

                                       11


           SCHEDULE REFERRED TO IN THE FOREGOING LEASE BETWEEN TAYLOR
                      WOODROW PROPERTY COMPANY LIMITED AND
                           CLINTRIALS RESEARCH LIMITED

                                     PART I

ONE                     The Premises comprise the following:- ALL and WHOLE the
Description             office accommodation shown outlined within red boundary
of Premises:            lines on Plan Number One annexed and executed as
                        relative hereto comprising the First, Second and Third
                        Floors accommodation of the Property which Premises are
                        situate in the Parish of Glasgow and County of Lanark
                        and for the purpose of registration of Writs within the
                        County of the Barony and Regality of Glasgow being part
                        of the subjects described in the Land Register for
                        Scotland under Title Number GLA 120436; Together with
                        (One) the right to the exclusive use of sixteen car
                        parking spaces shown outlined within green boundary
                        lines on Plan Number Three annexed and executed as
                        relative hereto situated in the Landlords' Car Park at
                        the Development; (Two) the right to the exclusive use of
                        seventeen further car parking spaces within the
                        Landlords' development at the Anderston Centre, Glasgow
                        shown outlined in blue on Plan Number Three annexed and
                        executed as relative hereto which car parking spaces
                        last mentioned may be varied from time to time within
                        the Landlords' development at the Anderston Centre by
                        the Landlords acting reasonably provided that in the
                        event of the Landlords so varying such car parking
                        spaces the Landlords will use their best endeavours to
                        provide substitute spaces as close as practically
                        possible to the original spaces; (Three) the exclusive
                        right to the use of the loading bay shown outlined in
                        purple on Plan Number Three with pedestrian access
                        thereto and egress therefrom via the gate in the fence
                        adjacent thereto; (Four) the rights in common, rights of
                        interest, rights of access and other rights effeiring to
                        the Premises necessary for the full use and enjoyment of
                        the Premises be they specifically herein defined or
                        implied or otherwise including without prejudice to the
                        foregoing generality a right in common with the
                        Landlords and tenants and occupiers of other premises in
                        the Property to:

                        (a)   the use of the main entrance, entrance hall,
                              staircases, passages, corridors, landings and
                              lifts of the Property as a means of access to and
                              egress from the Premises;

                        (b)   the use of the entrance gates and roadways within
                              the Development and the Landlords' development at
                              the Anderston Centre as a means of access to and
                              egress from the said car parking spaces and the
                              said loading bay;
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                              REGISTERS OF SCOTLAND

                                       12


                        (c)   the free passage of ventilation, heating, water,
                              soil, gas, electricity, telephone and other
                              services in and through those parts of the service
                              systems serving the Premises;

                        (d)   the right to enter adjoining premises within the
                              Property at all reasonable times (upon prior
                              appointment except in case of an emergency) for
                              the purpose of repairing or renewing the Premises
                              or any part of the service systems serving the
                              Premises exclusively; and

                        (e)   support, shelter and protection from adjoining and
                              adjacent premises within the Development.

TWO                     (a)   The dates of entry under the foregoing Lease shall
Entry and                     be
Duration:

                              (i)   the Seventeenth day of June Nineteen hundred
                                    and ninety seven in respect of the first
                                    floor office accommodation comprised in the
                                    Premises and

                              (ii)  the Eleventh day of August Nineteen hundred
                                    and ninety seven in respect of the second
                                    and third floor office suites comprised in
                                    the Premises.

                        (b)   The duration of the Lease shall be from the
                              aforesaid dates of entry until the Third day of
                              February Two thousand and eight.

                        Provided however that the Tenants shall be entitled to
                        determine this Lease with effect from the Second day of
                        February Two thousand and three by serving not less than
                        Twelve months' written notice to that effect on or prior
                        to the Second day of February Two thousand and three
                        time in relation to the date of service of such notice
                        being of the essence:-

                        (a)   the Tenants shall only be entitled to exercise
                              their option provided that on the expiry of such
                              notice they shall have paid the rents hereby due
                              up to date and shall not be in material breach of
                              any of the obligations on the Tenants' part herein
                              contained which breach has been notified to the
                              Tenants in writing no later than Two months prior
                              to the expiry of such notice of termination and
                              has not been remedied prior to that date of expiry
                              and shall deliver vacant possession to the
                              Landlords;

                        (b)   the rights hereby conferred are without prejudice
                              to the rights of either party in relation to
                              breaches by the other of its obligations hereunder
                              antecedent to the date the Lease is determined.
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                              REGISTERS OF SCOTLAND

                                       13


THREE                   The share or percentage payable by the Tenants of the
Service Charge:         service costs referred to in Paragraph (FIVE) (a) of
                        Part III of this Schedule shall be (primo) 32.83% of the
                        total charges incurred by the Landlords in maintaining
                        the Landlords' Services specified in Part IV of this
                        Schedule which apply to the Development (and are not
                        otherwise covered in paragraphs (secundo) and (tertio)
                        of this Clause) and are not recoverable from an
                        individual tenant or tenants and do not apply to
                        premises in the Development (other than the Premises)
                        which are leased or designed for letting and (secundo)
                        47.87% of the total charges incurred by the Landlords in
                        maintaining the Landlords' Services specified in Part IV
                        of this Schedule which apply only to the Property and do
                        not apply to premises in the Property (other than the
                        Premises) which are leased or designed for letting and
                        are not otherwise covered in Paragraph (tertio) of this
                        Clause and (tertio) the whole or One hundred per centum
                        (100%) of the total charges incurred by the Landlords in
                        maintaining the Landlords' Services specified in Part IV
                        of this Schedule which apply only to the Premises.

FOUR                    The approved use of the Premises in terms of Paragraph
of Permitted Use:       TWELVE Part III of this Schedule shall be offices.
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                              REGISTERS OF SCOTLAND

                                       14


                             PART II OF THE SCHEDULE

ONE                     The annual rent referred to in the foregoing Lease shall
Amount of Rent:         be the sum of THREE HUNDRED AND TWENTY TWO THOUSAND FIVE
                        HUNDRED AND SEVENTY POUNDS (L322,570) STERLING per annum
                        or such increased sum as may be substituted as
                        hereinafter specified.

TWO                     The annual rent referred to in Clause ONE hereof shall
Payment of              be paid by the Tenants to the Landlords without any
Annual Rent:            deduction whatever throughout the duration of the
                        foregoing Lease by equal quarterly payments in advance
                        at the terms of Candlemas (Second February), Whitsunday
                        (Fifteenth May), Lammas (First August) and Martinmas
                        (Eleventh November) in each year. The first of such
                        payments shall become due and payable at the date of
                        entry under the foregoing Lease and shall be a
                        proportionate payment for the period from that date to
                        the term of Lammas Nineteen hundred and ninety seven
                        following, and the next payment shall become due and
                        payable at the term of Martinmas Nineteen hundred and
                        ninety seven from the quarter beginning on that term and
                        so forth quarterly and termly thereafter during the
                        currency of the foregoing Lease.

THREE                   PROVIDED ALWAYS AND IT IS HEREBY FURTHER AGREED that:-
Rent Review:
                        (1)   With effect from the Third day of February Two
                              thousand and three ("the date of review") the
                              annual rent hereinbefore provided shall be revised
                              to such an amount as shall be the greater of (a)
                              the annual rent payable by the Tenants immediately
                              before the date of review and (b) the full
                              commercial rental market value of the Premises (as
                              hereinafter defined) at the date of review
                              assessed in accordance with the following
                              provisions of this Clause (such greater amount
                              being hereinafter called "the revised rent");

                        (2)   For the purposes of this Clause THREE "the full
                              commercial rental market value of the Premises" at
                              the date of review shall mean such an amount as
                              may be agreed between the Landlords and the
                              Tenants or determined in accordance with
                              sub-clause (3) of this Clause THREE as reasonably
                              representing the rental value of the Premises for
                              a period of ten years on the open market as
                              between a willing lessor and a willing lessee with
                              vacant possession and upon the supposition (if not
                              a fact)

                              (a)   that all parts of the Premises are then
                                    available for use for the purposes herein
                                    permitted;
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                              REGISTERS OF SCOTLAND

                                       15


                              (b)   that the Tenants have complied with all the
                                    obligations on the part of the Tenants
                                    imposed under this Lease (but without
                                    prejudice to any rights of the Landlords in
                                    regard thereto);

                              (c)   that on such letting the Tenants would not
                                    be entitled to any rent free period or other
                                    inducement; and


                              (d)   that no work has been carried out by the
                                    Tenants or any sub-tenants which has
                                    diminished the rental value of the Premises
                                    and taking no account of:-

                                    (i)   any goodwill attributable to the
                                          Premises by reason of any trade or
                                          business carried on therein by the
                                          Tenants or any sub-tenants;

                                    (ii)  any effect of any improvements to the
                                          Premises (to which the Landlord shall
                                          have given written consent) carried
                                          out by the Tenants or any sub-tenants
                                          otherwise than in pursuance of an
                                          obligation to the Landlords under this
                                          Lease;

                                    (iii) any effect on rent of the fact that
                                          the Tenants or any sub-tenants may
                                          have been in occupation of the
                                          Premises;

                                    (iv)  the destruction of or damage to the
                                          Premises or any part thereof by way of
                                          the Insured Risks or otherwise in any
                                          manner of way whatever; and in all
                                          other respects on the terms and
                                          conditions of this Lease.

                        (3)   If the Landlords and the Tenants shall be unable
                              to agree on the amount of the full commercial
                              rental market value of the Premises by the date of
                              review then and in any such event the
                              determination of the full commercial rental market
                              value of the Premises at the date of review shall
                              at any time thereafter be referred to a Surveyor
                              who shall have no less than ten years relevant
                              experience in lettings of similar properties to
                              the Premises in the centre of Glasgow to be agreed
                              upon by the parties hereto or in the event of
                              failure so to agree then the same shall be
                              nominated at any time at the request of the
                              Landlords or the Tenants by the Chairman or Senior
                              Office Holder for the time being of the Scottish
                              Branch of the Royal Institution of Chartered
                              Surveyors and the decision of such Surveyor who
                              shall act as an expert and not as an arbiter shall
                              be binding on both the Landlords and the Tenants
                              and the provisions of the Administration of
                              Justice (Scotland) Act 1972 shall not apply.
                              Within one month of the date upon which such
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                              REGISTERS OF SCOTLAND

                                       16


                              Surveyor is agreed upon or appointed as aforesaid
                              the Landlords or the Tenants shall each be
                              entitled to submit to such Surveyor written
                              valuations, statements and other evidence relating
                              to or supporting their assessment of the full
                              commercial market rental value in which event they
                              shall, at the same time, deliver to the other
                              party a copy of all such valuations and others
                              submitted as aforesaid. Such Surveyor shall, if so
                              requested by written notice from one party (a copy
                              of which shall be served on the other party)
                              received within six weeks of such last mentioned
                              date, hold a hearing at which both parties may be
                              heard and, if present, cross-examined and that at
                              such time or times and such place or places as
                              such Surveyor shall appoint for that purpose;
                              Provided always that if such Surveyor dies or is
                              for any other reason unable to act before he shall
                              have given his decision then either party hereto
                              may request the Chairman or Senior Office Holder
                              aforesaid to nominate a further Surveyor to act on
                              the terms of this sub-clause and such request may
                              be repeated as often as may be necessary. The fees
                              payable to the Chairman and any such Surveyor and
                              the Surveyor who could not deliver his decision
                              shall be borne and paid by the parties hereto in
                              such shares and in such manner as such Surveyor
                              shall determine or failing such determination in
                              equal shares.

                        (4)   Notwithstanding the decision of the Surveyor
                              hereinbefore referred to in no event shall the
                              rent payable by the Tenants after the date of
                              review be less than the rent payable by the
                              Tenants immediately before the date of review.

                        (5)   In the event that by the date of review the amount
                              of the revised rent has not been agreed between
                              the parties hereto or determined as aforesaid then
                              in respect of the period of time (hereinafter
                              called "the said interval") beginning with the
                              date of review and ending on the rent quarter day
                              immediately following the date upon which the
                              amount of the revised rent is agreed or determined
                              as aforesaid (which rent quarter day is hereafter
                              called "the Relevant Date") the Tenants shall pay
                              to the Landlords in manner hereinbefore provided
                              the rent at the yearly rate payable immediately
                              before the date of review Provided that on the
                              seventh day following the Relevant Date there
                              shall be due as a debt payable by the Tenants to
                              the Landlords (without any requirement or any
                              demand therefor by the Landlords) as arrears of
                              rent an amount equal to the difference between the
                              revised rent and the rent actually paid during the
                              said interval and apportioned on a daily basis in
                              respect of the said interval together with
                              interest at Clydesdale Bank
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                              REGISTERS OF SCOTLAND

                                       17


                              plc base lending rate on such amount from the date
                              of review until the date on which amount shall be
                              paid by the Tenants.

Restriction:            (6)   If at the date of review the Landlords shall be
                              obliged legally or otherwise to comply with any
                              Act of Parliament Statutory Order or Regulation
                              dealing with the control of rent and which shall
                              restrict or modify the Landlords' right to revise
                              the rent in accordance with the terms of this
                              Lease or which shall restrict the right of the
                              Landlord to demand or accept payment of the full
                              amount of the rent for the time being payable
                              under this Lease then the Landlords shall on the
                              occasion that any such enactment is removed,
                              relaxed or modified be entitled on giving not less
                              than three month's notice in writing to the
                              Tenants expiring after the date of such removal,
                              relaxation or modification to introduce an
                              intermediate review date (hereinafter called "the
                              intermediate review date") which shall be the date
                              of expiration of such notice and the rent payable
                              hereunder from the intermediate review date shall
                              be determined in like manner as the rent payable
                              from the date of review as hereinbefore provided.

                        (7)   As soon as the amount of rent payable after the
                              date of review has been agreed or ascertained in
                              accordance with the terms hereof (and if required
                              by the Landlords so to do) the parties hereto will
                              each at their own expense forthwith endorse a
                              memorandum thereof on the Lease or execute a
                              separate memorandum (at the option of the
                              Landlords) specifying the amount of the revised
                              rent and all stamp duties (if any) payable in
                              respect thereof shall be borne and paid by the
                              Tenants.

FOUR                    Interest shall be payable by the Tenants on the said
                        annual rent at the rate of four per centum per annum
                        above Clydesdale Bank plc base lending rate from the
                        respective dates or terms of payment during the non
                        payment thereof.

FIVE                    (A)   If the Premises or any part thereof shall at any
                              time be destroyed or so damaged as to be unfit for
                              occupation or use then save to the extent that the
                              relative Policy or Policies provided for in terms
                              of Clause (SIXTH) (Three) of the foregoing Lease
                              shall have been vitiated or payment of the Policy
                              monies refused in consequence of any act or
                              default on the part of the Tenants or those for
                              whom they are in law responsible then the rent and
                              Service Charge herein stipulated or a fair and
                              just proportion thereof according to the nature
                              and extent of the damage sustained shall be
                              suspended and cease to be payable until the
                              Premises shall again be rendered fit for
                              occupation and use or for a period of three years
                              from the
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                              REGISTERS OF SCOTLAND

                                       18


                              date of such destruction or damage whichever shall
                              be the earlier and in case of dispute as to the
                              proportion or period of such abatement, the same
                              shall be referred to a single arbiter to be
                              mutually agreed or, falling agreement, to be
                              nominated by the Dean of the Royal Faculty of
                              Procurators in Glasgow and the award or awards of
                              such arbiter shall be final and binding upon the
                              parties without recourse to the Courts and any
                              such recourse is hereby cancelled and waived;
                              Provided always that notwithstanding any rule of
                              law to the contrary in the event of any damage to
                              the Premises rendering the same unfit for
                              occupation in whole or in part this Lease shall
                              remain in full force and effect apart from the
                              agreed cessor of rent and Service Charge for the
                              said period of three years; (B) subject to the
                              proviso in Clause (SIXTH) (Three) of the foregoing
                              Lease in the event of such damage not having been
                              made good so as to render the Premises fit for
                              occupation and use in terms of this Lease within
                              said period of three years either the Landlord or
                              the Tenant shall on the expiry of such period be
                              entitled to terminate the Lease on giving not less
                              than one month's written notice to the other to
                              that effect.
<PAGE>
                              REGISTERS OF SCOTLAND

                                       19


                            PART III OF THE SCHEDULE


TENANTS' OBLIGATIONS
ONE                     Forthwith when the same become due to pay and discharge
To Pay Outgoings:       the whole rates, taxes, charges, duties, assessments,
                        outgoings and other impositions whatsoever (except in
                        relation to the Landlords' interest or dealings) whether
                        parliamentary, municipal or otherwise which are now or
                        shall at any time hereafter during the currency of the
                        foregoing Lease be charged, rated, assessed or imposed
                        upon or in respect of the Premises or any part thereof
                        or on the owner or occupier in respect thereof.

TWO                     To comply with all obligations (whether relating to the
To execute works        Premises or the business permitted to be carried on
required by             therein or otherwise) imposed by an Act or Acts of
Statute etc.:           Parliament, statutory instruments, or the rules,
                        bye-laws, regulations and notices, or orders of any
                        local or other authority for the time being in force and
                        to do and execute or cause to be done and executed all
                        such works as under or by virtue of any such Act or
                        Acts, statutory instruments, rule, bye-laws,
                        regulations, notices or orders are or shall be properly
                        directed or necessary to be done or executed upon or in
                        respect of the Premises or any part thereof whether by
                        the owner, landlord, tenant or occupier and at all times
                        to keep the Landlords indemnified against all claims,
                        demands and liability in respect thereof excepting any
                        such claims, demands and liability arising from the
                        Landlords' own actings, default or neglect providing
                        however that there shall be excluded from the
                        obligations of the Tenants under this Clause TWO any
                        obligation which shall otherwise be the responsibility
                        of the Landlords under Clause SIXTH of the foregoing
                        Lease.

THREE                   To accept the Premises as being in the condition stated
To fit out              in the Schedule of Condition annexed and executed as
and regain              relative hereto and at their own cost and expense to
                        repair and keep in good and substantial condition and
                        repair and maintained and cleansed in every respect all
                        to the reasonable satisfaction of the Landlords (damage
                        by latent or inherent defects or by any of the insured
                        risks referred to in the foregoing Lease excepted except
                        to the extent that payment of any monies payable under
                        any policy of insurance effected by the Landlords shall
                        be refused either in whole or in part by reason of any
                        act, neglect or default of the Tenants or the Tenants'
                        servants, agents, licensees or invitees or any other
                        person for whom the Tenants are responsible at law) and
                        except as aforesaid to replace or renew or rebuild
                        whenever necessary the Premises and all additions
                        thereto and all drains, soil and other pipes, sewers,
                        sanitary and water apparatus, glass, vaults, pavement
                        lights and parts, pertinents and others therein or
                        thereon exclusively
<PAGE>
                              REGISTERS OF SCOTLAND

                                       20


                        serving the Premises PROVIDED however that (1) the
                        Tenants shall not be obliged to repair, maintain,
                        replace, renew or rebuild the Premises to a better
                        condition than is disclosed in the Schedule of Condition
                        annexed and executed as relative hereto, (2) the Tenant
                        shall not be liable to repair, replace, renew or rebuild
                        damage to glass caused by staining and (3) the Tenants
                        shall be obliged only to maintain the service lift
                        comprised in the Premises in the condition in which it
                        is taken over at the Date of Entry and provided they
                        have taken all prudent measures in its maintenance
                        including where appropriate the replacement of parts by
                        way of normal servicing (declaring that the Tenants
                        shall be deemed to have complied with this proviso if
                        the Tenant shall enter into and maintain a maintenance
                        contract with a reputable lift maintenance engineer)
                        then the Tenants shall not be obliged to replace, renew
                        or reinstate it.

FOUR                    In the fifth year of the foregoing Lease and thereafter
                        within any consecutive period of five years provided
                        that no more than five years should elapse between one
                        redecoration in terms of this Clause and another, and
                        also in the last three months of the foregoing Lease
                        howsoever determined but not twice in any twelve month
                        period, in a proper and workmanlike manner, all to the
                        reasonable satisfaction of the Landlords, to prepare and
                        paint all the wood, metal and other work on the inside
                        of the Premises usually or requiring to be painted with
                        one coat at least of good quality primer and undercoat
                        paint and one coat of good quality top coat paint AND
                        ALSO with every such internal painting to emulsion
                        grain, varnish, french or wax polish, paper and
                        otherwise decorate in a proper workmanlike manner with
                        good quality materials to the reasonable satisfaction of
                        the Landlords all such internal parts of the Premises as
                        have been or ought properly to be so treated and as
                        often as may be necessary to clean and treat in a
                        suitable manner for its maintenance in good condition to
                        the reasonable satisfaction of the Landlords all the
                        wood and metal work and polished stone inside the
                        Premises not required to be painted or polished and to
                        clean to the reasonable satisfaction of the Landlords
                        all tiles, glazed brick and similar washable surfaces
                        AND so that in the last year of the foregoing Lease the
                        tints, colours and patterns of all such works of
                        internal painting and decoration shall be such as shall
                        be previously approved by the Landlords in writing, such
                        approval not to be unreasonably withheld or delayed.

FIVE                    (a)   Subject always to the provisions of Clause FIVE of
Service Charge:               Part II of this Schedule to pay to the Landlords
                              throughout the duration of the foregoing Lease a
                              Service Charge which shall be the sum or total of
                              (i) the whole of the
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                              REGISTERS OF SCOTLAND

                                       21


                              insurance premiums paid by the Landlords in each
                              calendar year in effecting and maintaining the
                              insurance of the Premises in terms of Clause
                              (SIXTH) (Three) of the foregoing Lease and (ii)
                              the proportions of percentages detailed in Part 1
                              of this Schedule (Paragraph THREE) (or such
                              equitable variations thereof as may be necessary
                              to maintain equity amongst all premises let or
                              intended for letting in the Development in the
                              event of any extension or modification to any of
                              the subjects within the Development) of the whole
                              proper costs reasonably incurred by the Landlords
                              in each such year of implementing their
                              obligations in terms of Part IV of this Schedule
                              which costs (a) shall include any reasonable
                              expense of common insurance in terms of Clause
                              SIXTH (Three) of the foregoing Lease properly
                              incurred and not otherwise recoverable by the
                              Landlords from the Tenants under paragraph (i) of
                              this Clause or any other tenants or occupiers of
                              any part of the buildings comprising the
                              Development but shall exclude the ground rent
                              payable by the Landlords to any Superior Landlord
                              and (b) shall include any payments made by the
                              Landlords in respect of excesses under any of the
                              Landlords' insurance policies PROVIDED ALWAYS that
                              in calculating the Service Charge payable by the
                              Tenants pursuant to this Clause FIVE from time to
                              time (1) the Tenants shall not be obliged to pay
                              any part of the cost of repair, maintenance,
                              renewal or reinstatement of the Development or any
                              part thereof following on damage or destruction
                              from a latent or inherent defect or from an
                              insured risk, (2) the Tenants shall not be liable
                              to pay any share of the costs of providing the
                              Landlords' Services or common insurance aforesaid
                              which is applicable to any premises in the
                              Development (other than the Premises) which are
                              leased or designed for letting and that whether or
                              not the Landlords are able to recover such share
                              from the occupier thereof, (3) the Tenants shall
                              not be liable for any such costs incurred by the
                              Landlords in respect of the repair, maintenance or
                              renewal of the Development or any part thereof to
                              a better condition than is disclosed in the
                              Schedule of Condition annexed and executed as
                              relative hereto, (4) for the avoidance of doubt
                              the Tenants shall not be liable for any such costs
                              involved in replacing or renewing the central
                              beating boilers, hot water boilers, the lifts, the
                              mechanical ventilation plant or other plant and
                              machinery in the Development except to the extent
                              that such replacement or renewal is of a minor
                              part (but not the whole) and the part or parts in
<PAGE>
                              REGISTERS OF SCOTLAND

                                       22


                              question, cannot be economically repaired.

                        (b)   To pay to the Landlords by quarterly installments
                              in advance on account of such Service Charge such
                              sum as the Landlords or their Managing Agents in
                              either case acting reasonably shall fix from time
                              to time as a reasonable estimate of the Service
                              Charge (i) for the initial period from the date of
                              entry under the foregoing Lease until the Thirty
                              first day of December occurring next thereafter
                              and (ii) for each Calendar Year thereafter;
                              Declaring (primo) that as soon as practicable
                              after such Thirty first December and after the end
                              of every subsequent Calendar Year of the currency
                              of the foregoing Lease the Landlords shall
                              calculate and inform the Tenants of the Service
                              Charge payable for the relevant Calendar Year and
                              any underpayment will thereupon be payable by the
                              Tenants within 14 days of demand therefor and any
                              overpayment deducted from the amount next payable
                              by the Tenants on account of the Service Charge
                              (secundo) that any such overpayment due to the
                              Tenants at the termination of the foregoing Lease
                              shall be repaid to them forthwith subject to any
                              lien the Landlords may have with interest at the
                              rate provided in Clause FOUR of Part II of this
                              Schedule from the due date till paid (tertio) that
                              the Landlords shall keep or cause to be kept a
                              proper account of their income and expenditure in
                              each Calendar Year in respect of the Landlords'
                              Services and the same shall be open for inspection
                              by Tenants at the office of the Managing Agents or
                              of the Landlords during normal business hours
                              after reasonable written notice and such account
                              shall be conclusive evidence of all matters
                              recorded therein save in respect of manifest
                              error.

SIX                     At the expiry or sooner termination of the foregoing
To leave in             Lease quietly and without any process of law to
good repair:            surrender to the Landlords the Premises and that in the
                        option of the Landlords either (a) together with all
                        approved additions and improvements made thereto by the
                        Tenants or any sub tenant and all fixtures (other than
                        tenants' trade fixtures affixed by the Tenants or any
                        sub-tenant) in or upon the Premises or which during the
                        currency of the foregoing Lease may have been affixed or
                        fastened to or upon the same by the Tenants or any sub
                        tenant or (b) after removal of all such approved
                        additions and improvements and reinstatement of the
                        Premises to the original condition before any such
                        additions and improvements had been made and that in
                        such state and condition as shall in all respects be
                        consistent with a full and due performance by the
                        Tenants of the obligations on their part herein
                        contained. Without prejudice to the foregoing generality
                        at their
<PAGE>
                              REGISTERS OF SCOTLAND

                                       23


                        own cost and expense to repair and make good to the
                        reasonable satisfaction of the Landlords all damage
                        including damage to paintwork caused by the removal of
                        trade or tenants' fixtures by the Tenants or any
                        sub-tenant.


SEVEN                   (a)   To permit the Landlords and the Superior Landlords
To permit Landlords           or their Surveyors or agents or such workmen as
to enter and to               may be authorized by them respectively by prior
repair on notice:             appointment during reasonable hours to enter the
                              Premises and take a plan of and examine the state
                              of repair and condition of the same and to take
                              inventories of the fixtures and things to be
                              surrendered at the expiry of the foregoing Lease
                              and within Twenty eight days or sooner in case of
                              emergency after notice in writing to the Tenants
                              of all defects and wants of reparation found on
                              such examination the repair of which is the
                              responsibility of the Tenants under this Lease
                              shall have been given to the Tenants to repair and
                              make good the same in accordance with the
                              provisions in that behalf hereinbefore contained
                              and in case the Tenants shall make default in so
                              doing it shall be lawful for workmen or others to
                              be employed by the Landlords to enter upon the
                              same and all proper expenses incurred thereby
                              shall within 7 days of demand be paid by the
                              Tenants to the Landlords with interest thereon at
                              the rate of Four per centum per annum above
                              Clydesdale Bank plc base lending rate from the due
                              date until paid and in the event of the Tenants
                              not paying such expenses within one month from the
                              date of demand this shall constitute a breach of
                              the foregoing Lease.


To permit the           (b)   To permit the Landlords and the Superior Landlords
Landlords and others          or their Surveyors or agents or the tenants or
to enter to any               occupiers of adjoining or neighbouring property
repair or alter               now or at any time hereafter belonging or let to
on notice:                    the Landlords, or such workmen as may be
                              authorized by them respectively, by prior written
                              appointment during hours to enter upon the
                              Premises for the purpose of executing necessary
                              repairs or alterations to or upon such adjoining
                              or neighbouring adjoining properties property,
                              such persons making good to the reasonable
                              satisfaction of the Tenants all damage to the
                              Premises and the contents thereof thereby
                              occasioned and using their reasonable endeavors to
                              minimize any disruption to the Tenants' business.

EIGHT                   Not to do or omit or suffer to be done or omitted any
Not to endanger         act, matter or thing whatsoever the doing or omission of
Insurance:              which would make void or violable the insurance effected
                        in terms of Clause (SIXTH) (Three) of the foregoing
                        Lease and (i) to free, relieve and indemnify the
                        Landlords of, from and against all claims and
<PAGE>
                              REGISTERS OF SCOTLAND

                                       24


                        liabilities incurred as a result of any such insurance
                        being made void or violable as a consequence of a
                        failure by the Tenants to observe or implement the
                        foregoing provisions of this Clause and (ii) to comply
                        in all respects with the terms and conditions of the
                        Landlords' insurance policy or policies and the
                        reasonable requirements of the insurers (provided all
                        such terms, conditions and requirements have been duly
                        intimated in writing to the Tenants).


NINE                    In the event of any use to which the Tenants or their
To relieve Landlords    sub-tenants may put the Premises involving any increase
of additional           in the rate of insurance of adjoining premises whereby
Insurance Premiums:     the Landlords incur liability for the amount of the
                        increase in the premiums of insurance on such adjoining
                        premises the Tenants shall be bound to pay and free and
                        relieve and indemnify the Landlords of, from and against
                        all or any such increase in premiums on said adjoining
                        premises or otherwise in any manner of way declaring for
                        the avoidance of doubt that the Tenants shall not be
                        liable in terms of this Clause to the extent that the
                        insurance premiums are increased as a result of the
                        number of persons employed within the Premises.


TEN                     Not to make or permit or suffer to be made any external
Not to make any         or internal structural alterations or additions
structural              whatsoever in or to the Premises.  For the avoidance of
alterations:            doubt the Tenants shall be entitled to carry out non-
                        structural alterations or additions without obtaining
                        the Landlords' consent.

ELEVEN                  Not to use the Premises or any part thereof or permit
To use for approved     the same to be used for purposes other than those
purposes only:          specified in Paragraph FOUR of Part I of this Schedule
                        unless such purposes have been approved in writing by
                        the Landlords and not at any time to use the Premises or
                        any part thereof or permit or suffer the same to be used
                        for any illegal or immoral purpose or as licensed
                        premises or for betting or gaming or for any noisy,
                        noxious, dangerous or offensive trade, manufacture or
                        business and not at any time to permit or to allow any
                        person or persons to reside in the Premises or any part
                        thereof.


TWELVE                  Not to permit any vehicles belonging to the Tenants or
Not to cause            their employees, servants, agents, licensees or invitees
obstruction:            except fire engines, ambulances and police cars in an
                        emergency to park outside the Premises at any time
                        except in the designated car parking areas or to remain
                        for an unreasonable time in the loading areas and not to
                        permit any packing cases, goods or materials to be
                        unpacked or deposited outside the Premises (other than
                        temporarily).

THIRTEEN                Not to paint, write, place, affix, attach or exhibit nor
Displaying              to permit or allow to be painted, written, placed,
advertisements:         affixed, attached or exhibited advertisements any figure
                        or letter or any pole, flag, signboard, notice, poster,
                        inscription, bill, placard or
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                              REGISTERS OF SCOTLAND

                                       25


                        sign whatsoever on the windows or on the exterior of the
                        buildings and others forming any part of the Premises
                        without the previous written consent of the Landlords,
                        nor to hang, place, deposit or expose nor to permit or
                        allow to be hung, placed, deposited or exposed outside
                        any part of the building and others comprised in the
                        Premises any goods, articles or things for sale without
                        the previous written consent of the Landlords. The
                        Landlords undertake to the Tenants that the foregoing
                        provisions of this Clause THIRTEEN are and will be
                        included in other Leases of lettable premises within the
                        Property. The Tenants shall be entitled to erect their
                        own corporate signage within the lift lobby at each
                        floor of the Premises. The Tenants shall be entitled to
                        display their name and particulars on the Landlords'
                        signboard to be provided by the Landlords at ground
                        floor reception of No. 1 Cadogan Square and that in the
                        Landlords' typeface.

FOURTEEN                Not to allow to pass into the sewers, drains or
Use of Sewers           watercourses or others serving the Premises any pungent,
etc. pollution          noxious, deleterious or injurious matter or gas or other
                        substance which may cause an obstruction in or injure
                        the said sewers and others and not to allow to pass into
                        the air any such matter or gas or other substance which
                        may cause injury to health and in the event of any such
                        obstruction or injury forthwith to remove such
                        obstruction and to make good all damage and injury to
                        the reasonable satisfaction of the Landlords.

FIFTEEN                 Generally not to do or to permit to be done upon or in
Not to commit           connection with the Premises anything which shall be a
a nuisance:             nuisance or cause of damage to the Landlords or a
                        nuisance to any adjoining or neighbouring property or
                        the owner or occupier thereof.

SIXTEEN                 Not to do or permit or bring in or upon the Premises
Not to impose undue     anything which may put thereon any weight or impose
strain upon             strain in excess of  that which the Premises are
Premises:               calculated to bear with due margin for safety.

SEVENTEEN               In relation to the Planning Acts (by which expression it
Town and Country        is intended herein and also in the foregoing Lease to
Planning:               designate the Town and Country Planning (Scotland) Acts
                        1972 to 1977, the Local Government and Planning
                        (Scotland) Act 1982, the Town and Country Planning Act
                        1984 and the Planning and Compensation Act 1991 or any
                        statutory modification or re-enactment thereof for the
                        time being in force and any regulations, rules or orders
                        made thereunder);

Not to contravene             (i)   Not to do or omit or permit to be done or
Planning Acts:                      omitted anything on or in connection with
                                    the Premises the doing or omission of which
                                    shall be a contravention of the Planning
                                    Acts or of any notices, orders, licenses,
                                    consents, permissions and conditions (if
                                    any) granted or
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                              REGISTERS OF SCOTLAND

                                       26


                                    imposed thereunder or under any enactment
                                    repealed thereby and to indemnify the
                                    Landlords against all actions, proceedings,
                                    damages, penalties, costs, charges, claims
                                    and demands in respect of such acts and
                                    omissions or any of them provided however
                                    that the Landlords shall indemnify the
                                    Tenants in respect of any contravention by
                                    the Tenants of the Planning Acts by virtue
                                    of the authorized planning use of the
                                    Premises being Class 2 of the Schedule to
                                    the Town and Country Planning (Use Classes)
                                    (Scotland) Order 1989;

To make applications          (ii)  In the event of the Landlords giving written
under Planning Acts:                consent to any of the matters in respect of
                                    which the Landlords' consent shall be
                                    required under the provisions of Clauses
                                    (TEN) and (ELEVEN) of this Part of the
                                    Schedule or otherwise and in the event of
                                    permission from any Planning Authority under
                                    the Planning Acts being necessary for the
                                    fitting out or repair to or any change of
                                    use of the Premises to apply at the cost of
                                    the Tenants to the Local and Planning
                                    Authorities and such other authorities or
                                    bodies as may be requisite for all licences,
                                    consents and permissions which may be
                                    required in connection therewith and to give
                                    notice to the Landlords of the grant or
                                    refusal (as the case may be) of all such
                                    licenses, consents and permissions forthwith
                                    on receipt thereof;

Planning Permission           (iii) In the event of the said Planning Authority
subject to                          agreeing to grant the desired planning
conditions:                         permission only with modifications or
                                    subject to conditions not to accept
                                    modifications or conditions without the
                                    consent in writing of the Landlords such
                                    consent not to be unreasonably withheld or
                                    delayed and to give the Landlords forthwith
                                    full particulars of such modifications or
                                    conditions and if the same shall in the
                                    reasonable opinion of the Landlords be
                                    undesirable then the Tenants shall at the
                                    request of the Landlords withdraw their
                                    application;

Notice under                  (iv)  To give notice forthwith to the Landlords of
Planning Acts etc.:                 any notice, order or proposal for a notice
                                    or order served on the Tenants under the
                                    Planning Acts and of any other notice or
                                    proposal or communication served on the
                                    Tenants under any other authority likely to
                                    affect beneficially or detrimentally the
                                    Premises and if so required by the Landlords
                                    to produce the same, and at the request and
                                    cost of the Landlords to make or join in
                                    making such objections
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                              REGISTERS OF SCOTLAND

                                       27


                                    or representations in respect of any
                                    proposal as the Landlords may acting
                                    reasonably require;

To comply with                (v)   To comply at the Tenants' own cost with any
Notices:                            notice or order served on the Tenants under
                                    the provisions of the Planning Act in
                                    relation to the Premises;

To apportion                  (vi)  If the Tenants shall receive any
compensation:                       compensation with respect to their interest
                                    under the foregoing Lease because of any
                                    restriction placed upon the use of the
                                    Premises or any part thereof under or by
                                    virtue of the Planning Acts then, if and
                                    when the Tenants' interest under the
                                    foregoing Lease shall be determined, however
                                    that event may occur, the Tenants shall
                                    forthwith make such provision as is just and
                                    equitable for the Superior Landlords and the
                                    Landlords to receive their due benefit for
                                    such compensation;

To produce plans              (vii) If and when called upon so to do to produce
etc.:                               to the Landlords or the Landlords' Surveyor
                                    all such plans, documents and other evidence
                                    in duplicate as the Landlords may reasonably
                                    require to satisfy the Landlords that the
                                    provisions of this Clause have been complied
                                    with in all respects.

EIGHTEEN                Not to close up nor to permit to be closed up any of the
Not to permit           windows, lights or ventilators belonging to the Premises
obstructions or         and, in case any encroachment or servitude whatsoever
encroachments:          shall be attempted to be made or acquired by any person
                        or persons whomsoever, to give notice thereof in writing
                        to the Landlords immediately the same shall come to the
                        notice of the Tenants and at the joint cost to do all
                        such things as may be proper for preventing any new
                        encroachment or servitude being made or acquired.

NINETEEN                To permit the Landlords or their Surveyors or others
To allow Landlords      having authority from the Landlords at any time during
to erect "To Let"       the last six months of the foregoing Lease (howsoever
Boards:                 determined) at reasonable times by prior appointment
                        with the Tenants to enter upon the Premises or any part
                        thereof for the purpose of taking schedules or
                        inventories of the fixtures and fittings to be yielded
                        up at the expiry of the foregoing Lease and to put out
                        and maintain such "To Let" and "For Sale" boards upon
                        the Premises as the Landlords may consider desirable but
                        such boards shall be so erected as not to obscure the
                        windows or approved signs of the Premises;
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                              REGISTERS OF SCOTLAND

                                       28


TWENTY                  To afford the Landlords during the last six months of
To afford Landlords     the foregoing Lease (howsoever determined) all
facilities to re-let    reasonable facilities for the purpose of letting the
or sell:                Premises or of selling the same including access to the
                        Premises at reasonable times upon prior appointment by
                        the Landlords or their Surveyors or Agents or by
                        prospective tenants or purchasers or others having
                        written authority from the Landlords;

TWENTY ONE              (a)   Not to assign, sub-lease, charge other than by
Assignation and               floating charge or otherwise in any way or for any
sub-letting:                  purpose deal with the Tenants' interest in the
                              whole of the Premises without the prior written
                              consent of the Landlords which consent shall not
                              be unreasonably withheld or delayed.

                        (b)   Not to assign, sub-lease, charge or otherwise in
                              any way or for any purpose deal with the Tenants'
                              interest in part only of the Premises except that
                              the Tenants shall be entitled with the prior
                              written consent of the Landlords (which consent
                              shall not be unreasonably withheld or delayed)

                              (i)   to sublet whole floors or whole wings
                                    comprised in the Premises and

                              (ii)  to sublet parts of both wings subject always
                                    to there being no more than six sub tenants
                                    at any one time.

                        (c)   Providing further that every permitted sub-lease
                              under this Clause shall be granted, subject to the
                              whole conditions of this Schedule and such other
                              conditions as the Landlords shall approve in
                              writing such approval not to be unreasonably
                              withheld or delayed, in consideration for a full
                              market rent with appropriate reviews (all fines
                              and premiums being prohibited) and shall contain:-

                              (i)   an unqualified undertaking by the sub-tenant
                                    not to assign, sub-lease, charge other than
                                    by floating charge or otherwise in any way
                                    or for any purpose deal with the
                                    sub-tenant's interest in part only of the
                                    subjects thereby leased, and,

                              (ii)  an undertaking on the part of the sub-tenant
                                    that the sub-tenant shall not assign,
                                    sub-lease, charge other than by floating
                                    charge or otherwise in any way or for any
                                    purpose deal with the sub-tenant's interest
                                    in the whole of the subjects thereby leased
                                    without previously obtaining the written
                                    consent of the Landlords which consent shall
                                    not be unreasonably withheld or delayed and
                                    a provision that any permitted sub-lease
                                    granted out of sub-lease
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                              REGISTERS OF SCOTLAND

                                       29


                                    whether mediate or immediate shall contain
                                    similar provisions.

                        (d)   Notwithstanding any other provision contained in
                              this Lease, the Tenants shall be entitled (without
                              consent) to permit any Related Company as
                              aftermentioned to occupy the Premises or any part
                              thereof from time to time during the period of
                              this Lease. For the purposes of this Lease
                              "Related Company" shall mean a company which is a
                              subsidiary of or holding company or a subsidiary
                              of a holding company of the Tenants as the terms
                              "subsidiary" and "holding company" are defined in
                              the Companies Act 1985; Provided that (One) the
                              provisions of this clause shalt subsist only for
                              so long as ClinTrials Research Limited shall have
                              right to the interest of the Tenants hereunder
                              (Two) the rights of occupation of any Related
                              Company shall be attributable to the Licence of
                              the Tenants only and not to any tenancy and
                              (Three) the Tenants shall give to the Landlords
                              not less than fourteen days' prior written notice
                              of the identity of the parties intending to take
                              occupation of the Leased Premises from time to
                              time.

                        (e)   For the avoidance of doubt nothing contained in
                              this Lease shall be construed so as to impose any
                              continuing liability upon any party having right
                              to the interest of the Tenants under the foregoing
                              Lease following intimation to the Landlords of a
                              permitted assignation of that interest.

TWENTY TWO              Subject to Clause (TWENTY ONE) hereof within one month
To exhibit              of granting an assignation of the foregoing Lease or of
under-leases:           entering into any sub-lease or of completing any
                        agreement or deed dealing with the Tenants' interest in
                        the Premises or any part thereof to deliver in duplicate
                        a certified copy, or official extract from the Registers
                        of Scotland, of the same to the Landlords for their
                        retention.

TWENTY THREE            To insure and indemnify and keep indemnified the
To indemnify            Landlords from liability in respect of any injury to or
Landlords:              death of any person, damage to any property, heritable
                        or moveable, the infringement, disturbance or
                        destruction of any right, servitude or privilege or
                        otherwise by reason of or arising directly or indirectly
                        out of the repair, state of repair, condition or any
                        alteration by the Tenants to or to the use hereinbefore
                        permitted of the Premises and from all proceedings,
                        costs, claims and demands of whatsoever nature in
                        respect of any such liability or alleged liability.

TWENTY FOUR             To observe and perform such reasonable rules (including,
Management Rules:       but without limiting the generality hereof, rules as to
                        cleanliness, refuse disposal, traffic circulation,
                        parking, loading and unloading as the Landlords may from
                        time to time make acting reasonably but not in respect
                        of hours for access and late working in offices
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                              REGISTERS OF SCOTLAND

                                       30


                        access via the service lift stair being unrestricted for
                        the normal management of the Development of which the
                        Premises form part in the interest of all their tenants;
                        Provided always that access, loading and unloading and
                        other facilities and services (except heating which will
                        at all necessary times conform at least to the Statutory
                        requirements in force from time to time) shall not be
                        restricted on normal working days to less than the usual
                        local business hours plus one hour before and after the
                        same time.


TWENTY FIVE             Within 14 days of demand to free and relieve the
To indemnify            Landlords of all reasonable surveyors' and solicitors'
Landlords for           fees and other professional charges and expenses
expenses incurred:      (including Value Added Tax) properly incurred by the
                        Landlords (including such fees and others incurred by
                        the Superior Landlords) in connection with any
                        application to the Landlords for consent or approval in
                        terms of this Schedule or in consequence thereof. In
                        addition, to pay all such reasonable fees, charges and
                        others properly incurred as aforesaid relating to the
                        preparation and service of any notice or of any
                        proceedings instituted by the Landlords arising out of
                        any breach by the Tenants of the obligations on their
                        part contained or referred to herein or in the foregoing
                        Lease and any one schedule of dilapidations which the
                        Landlords may properly serve at or about the expiry or
                        earlier termination of the foregoing Lease.

TWENTY SIX              Not knowingly to let anyone for whom the Tenants are
Vicarious liability:    responsible at law do or omit anything which would be
                        forbidden by this Lease if done or omitted by the
                        Tenants.
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                              REGISTERS OF SCOTLAND

                                       31


                             PART IV OF THE SCHEDULE

Landlords'              To carry out or to procure the carrying out of the
Obligations             following services:-
To Repair
                        (One)   Keeping the Property wind and water tight and
                                maintaining and executing all repairs or
                                renewals as may be required to the structure
                                thereof including maintenance and repair and
                                renewal of the Development the foundations, the
                                frame, the pillars, the platform, the roof, the
                                walls, the structure of the floors, the
                                underbuilding, and the floor and roof slabs and
                                maintaining in good decorative order and repair
                                all such parts of the Development and the
                                Landlords' fittings and fixtures and equipment
                                therein as are not the liability of the Tenants
                                or any particular owner, lessee or occupier
                                thereof and providing between the hours of Eight
                                a.m. and Six p.m, at least from Mondays to
                                Fridays inclusive such heating, lighting, air
                                conditioning and ventilation of the Property as
                                the Landlords acting reasonably may think
                                reasonable and also keeping clean and in good
                                repair and maintaining and renewing, when
                                necessary (where these responsibilities do not
                                fall on the local or any other authority) the
                                common parts, the car parks, passageways,
                                sewers, drains, plumbing, pipes and wires and
                                other conducting media, plant and central
                                heating installations enjoyed by the Tenants in
                                common with any other tenants and occupiers
                                within the Development.

                        (Two)   Maintaining in good operating condition and
                                paying the operating costs of the Landlords'
                                lifts, machinery, lighting equipment and
                                heating, air conditioning or ventilation plant
                                from time to time within the Property excluding
                                the Premises for use or enjoyment by the Tenants
                                and other tenants, occupiers or users thereof.

                        (Three) Providing such staff, porters, security guards,
                                gardeners, cleaners and others and such other
                                services and amenities as the Landlords acting
                                reasonably shall think appropriate or desirable
                                having regard to the character of the
                                Development or the purpose for which the same
                                may be used.

                        (Four)  Administering, maintaining, cleansing, repairing
                                and renewing (where this responsibility does not
                                fall on the local authority or any other
                                authority) the common parts of the Development
                                and supervising all requisite works thereto and,
                                if necessary, supplementing the cleansing
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                              REGISTERS OF SCOTLAND

                                       32


                                and maintenance of common parts taken over or
                                maintainable by the Local Authority and
                                generally doing such other things and providing
                                such other services in accordance with the
                                principles of good estate management with power
                                to employ suitable managers or agents as the
                                Landlords acting reasonably shall deem
                                appropriate to provide and supervise the
                                services on reasonable commercial terms.
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                              REGISTERS OF SCOTLAND

                                       33


                             PART IV OF THE SCHEDULE


                   SCHEDULE OF LANDLORDS FIXTURES AND FITTINGS