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                                                                   EXHIBIT 10.2


                -----------------------------------------------



                              (1) MELITA HOUSE INC

                           (2) MELITA EUROPE LIMITED


                                     LEASE

                                     - of -

                          MELITA HOUSE 124 BRIDGE ROAD
                                CHERTSEY SURREY








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                                  PARTICULARS
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1.       DATE OF THIS DEED               1999
-------------------------------------------------------------------------------

2.       LEASE OR UNDERLEASE             LEASE
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3.                                       LANDLORD MELITA HOUSE INCORPORATED
                                         whose registered office is at
                                         5051 Peachtree Corners Circle Norcross
                                         Georgia 30092 USA and whose address
                                         for service within the United Kingdom
                                         is c/o Radcliffes 5 Great College
                                         Street London SW1P 3SJ
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4.       TENANT                          MELITA  EUROPE  LIMITED  whose
                                         registered  office  is at
                                         253 Burlington Road
                                         New Malden  Surrey KT3 4NE
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5.       DEMISED PREMISES                ALL  THAT  land  and  buildings known
                                         as Melita House 124 Bridge Road
                                         Chertsey  Surrey
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6.       DATE OF COMMENCEMENT
         OF TERM                         15th August 1999
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7.       LENGTH OF TERM                  15 YEARS
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8.       EXPIRY OF TERM                  14th August 2014
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9.       RENT(S)                         Three hundred and fifty thousand pounds
                                         ((pound)350,000) per annum
                                         exclusive subject to review
-------------------------------------------------------------------------------

10.      RENT COMMENCEMENT
         DATE                            1st December 1999
-------------------------------------------------------------------------------

11.      INSURANCE RENT
         COMMENCEMENT DATE               15th August 1999
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-------------------------------------------------------------------------------

12.      RENT REVIEW DATE(S)             Every fifth  anniversary of the Date
                                         of Commencement of the Term and the
                                         date set out in Paragraph 9 of these
                                         Particulars
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13.      SPECIFIED USER                  Office use within Class B1 of the Town
                                         and Country Planning (Use Classes)
                                         Order 1987 (as enacted at the date
                                         hereof)
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14.      INITIAL EXTERNAL                3 years from date of this Lease
         DECORATION YEAR
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15.      INITIAL INTERNAL                3 years from date of this Lease
         DECORATION YEAR
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                                     INDEX


CLAUSE                                   SUBJECT

Particulars                              Tenancy details
1                                        Definitions
2                                        Inclusion of Particulars
3                                        Demise and Rents
4                                        Tenant's Covenants
         4.1                             Rents
         4.2                             Outgoings
         4.3                             General Repairs
         4.4                             Internal Decoration
         4.5                             External Decoration
         4.6                             Upkeep
         4.7                             Entry
         4.8                             Remedy lack of repair etc
         4.9                             Not to erect any other building
         4.10                            Alterations
         4.11                            General User
         4.12                            User
         4.13                            Display of Notices
         4.14                            Masts and Wires
         4.15                            Obstruction of Common Areas
         4.16                            Vitiation of Insurance etc
         4.17                            Statutory Requirements
         4.18                            Notices
         4.19                            Alienation
         4.20                            New Guarantor
         4.21                            To remedy breaches of underlessees
         4.22                            To give notice
         4.23                            Payment of Fees
         4.24                            Town and Country Planning Acts
         4.25                            Fire Fighting Equipment etc
         4.26                            Boards
         4.27                            Not to accumulate rubbish
         4.28                            Not to obstruct windows


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         4.29                            Emergency warning systems
         4.30                            Rating Surveyor
         4.31                            Defective Premises Act
         4.32                            Repayment of Costs
         4.33                            To indemnify Landlord
         4.34                            To observe covenants
         4.35                            Yielding up
         4.36                            VAT
         4.37                            Payment of Costs
         4.38                            Interest on unpaid and other moneys
         4.39                            Construction (Design & Management)
                                         Regulations 1994
5                                        Landlord's Covenants
         5.1                             Quiet Enjoyment
         5.2                             Insurance
6                                        Provisos
         6.1                             Re-entry
         6.2                             Remedies
         6.3                             Service of Notices
         6.4                             Planning Restrictions
         6.5                             Tenant's Acknowledgement
         6.6                             Exclusion of Compensation
         6.7                             Disputes
         6.8                             Cesser of Rent
         6.9                             Waiver
         6.10                            No liability in damages
         6.11                            Exclusion of Rights not Granted
         6.12                            Tenant's possessions
         6.13                            Statutory Compensation
         6.14                            Enforcement of Landlord's Covenants
         6.15                            Determination by Tenant
7                                        Covenants by Surety
FIRST SCHEDULE                           Provisions for Rent Review
SECOND SCHEDULE                          Matters to which the demise is subject
THIRD SCHEDULE                           Authorised Guarantee Agreement


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THIS LEASE is made on the date stated in the Particulars

BETWEEN

(1)      the Landlord specified in the Particulars (hereinafter called "the
         Landlord")

(2)      the Tenant specified in the Particulars (hereinafter called "the
         Tenant") and

(3)      the Surety (if any) specified in the Particulars (hereinafter called
         "the Surety")

NOW THIS DEED WITNESSETH as follows:-

1        DEFINITIONS

1.1      In this Deed the following expressions shall have where the context so
         admits the following meanings respectively:-

         "the Act"                       The Landlord and Tenant (Covenants)
                                         Act 1995

         "the Contractual Term"          The term described in Paragraphs 7, 8
                                         and 9 of the Particulars

         "the Demised Premises"          The land and premises  described in the
                                         Particulars the freehold of which is
                                         registered at HM Land Registry with
                                         Title Absolute under Title No SY331943
                                         and each and every part of the interior
                                         and exterior thereof together with the
                                         appurtenances thereto and any building
                                         now or hereafter erected thereon or on
                                         any part thereof including (a) fire
                                         fighting or prevention equipment within
                                         the Demised Premises window furniture
                                         door furniture carpeting heating
                                         ventilating gas water and electrical
                                         installations boilers walls fences
                                         drains cables conduits accessways
                                         forecourts parking areas landscaped
                                         areas and service areas and (b) all
                                         additions alterations and improvements
                                         thereto and all Landlord's fixtures and
                                         fittings and plant machinery and
                                         equipment now or hereafter in or about
                                         or exclusively serving the same

         "the Insured Risks"             Fire storm flood earthquake tempest
                                         (including lightning) explosion impact
                                         and (in peacetime) aircraft and other


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                                         aerial devices and articles dropped
                                         therefrom burst water pipes and tanks
                                         riot and civil commotion malicious
                                         damage public liability and any
                                         liability and costs arising in respect
                                         of any notice claim or demand made by
                                         any person by reason of the provisions
                                         of the Defective Premises Act 1972 and
                                         such other risks or liability
                                         (including acts of terrorism) against
                                         which the Landlord may from time to
                                         time in its absolute discretion deem
                                         it necessary to insure

         "loss of rent"                  The loss of rents  payable in respect
                                         of the Demised Premises for such period
                                         (being not less than three years) as
                                         may reasonably be required by the
                                         Landlord from time to time having
                                         regard to the likely period required
                                         for reinstatement of the Demised
                                         Premises in the event of total
                                         destruction in an amount which would
                                         take into account potential increases
                                         of rent in accordance with the Rent
                                         Review provisions contained in this
                                         lease

         "the Particulars"               The details and descriptions appearing
                                         in the pages which precede this page
                                         and comprising part of this Deed

         "the Planning Acts"             The Town and Country Planning Act 1990
                                         the Local Government Planning and Land
                                         Act 1980 the Planning (Hazardous
                                         Substances) Act 1990 the Planning
                                         (Listed Buildings and Conservation
                                         Areas) Act 1990 the Planning
                                         (Consequential Provisions) Act 1990 the
                                         Planning and Compensation Act 1991 and
                                         any statute for the time being in force
                                         of a similar nature or any laws or
`                                        regulations intended to control or
                                         regulate the construction demolition
                                         alteration or change of use of land or
                                         buildings

         "the Prescribed Rate"           Four per centum per annum above the
                                         base rate of Lloyds TSB Bank Plc from
                                         time to time (or if the same shall
                                         become incapable of determination such
                                         rate of interest as the Landlord may
                                         reasonably specify in


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                                         substitution therefor) compounded with
                                         rests on the usual quarter days such
                                         rate to apply as well after as before
                                         any judgment

         "Requisite Notice"              A notice in writing to the Tenant
                                         forty-eight hours before any entry is
                                         made on the Demised Premises or any
                                         part thereof PROVIDED THAT in case of
                                         an emergency no notice shall be
                                         required

         "the Surveyor"                  Any chartered surveyor appointed by the
                                         Landlord (including an employee of the
                                         Landlord or of a company being a member
                                         of the same group of companies as the
                                         Landlord within the meaning of Section
                                         42 of the Landlord and Tenant Act)

         "the Term"                      The term described in Paragraphs 7, 8
                                         and 9 of the Particulars including the
                                         period of any holding over or any
                                         extension or continuance thereof
                                         whether by statute or at common law

         "the Termination Date"          The date of expiration or sooner
                                         determination  of  the  Term
                                         (howsoever occurring)

         "VAT"                           Value Added Tax and any imposition or
                                         levy of a like  nature together  with
                                         any interest or penalty payable in
                                         respect of such VAT chargeable under
                                         the Value Added Tax Act 1984 or under
                                         the Sixth Council Directive of the
                                         Council of the European Communities
                                         (77/388/EC) or any identical or
                                         substantially similar tax which may
                                         replace such Value Added Tax and in
                                         relation to VAT "supplies" includes
                                         anything on which VAT is chargeable

INTERPRETATION

1.2      In this Lease

         1.2.1    Where the context so admits words importing the neuter gender
                  only shall include the masculine or feminine gender (as the
                  case may be) and words importing the masculine gender only
                  shall include the feminine gender and


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                  words importing the singular number only include the plural
                  number and vice versa and where there are two or more
                  individuals included in the expressions "the Tenant" or "the
                  Surety" covenants herein expressed to be made by them shall
                  be deemed to be made by such persons jointly and severally

         1.2.2    The expression "the Landlord" shall include the person for
                  the time being entitled to the reversion immediately
                  expectant on the determination of the Term "the Tenant" shall
                  include the Tenant's successors in title and the expressions
                  "the Tenant" and "the Surety" shall include if they are
                  individuals their respective personal representatives

         1.2.3    Each covenant by the Tenant not to do any act or thing shall
                  be deemed to include a covenant not to permit or suffer that
                  act or thing to be done and to use all reasonable endeavours
                  to prevent that act or thing being done by another person

         1.2.4    Where the Landlord has the right or obligation to serve a
                  notice demand or certificate or to enter the Demised Premises
                  for any purpose such right or obligation may be exercised by
                  the Surveyor or agent authorised to act on the Landlord's
                  behalf and (in the case of entry) if appropriate with workmen
                  materials and equipment

         1.2.5    Any reference to a statute or any enactment shall (except
                  where the context does not allow) include any statutory
                  extension or modification or re-enactment or amendment of
                  such statute or enactment and any instruments regulations
                  permissions directions or orders made issued or given
                  thereunder or deriving validity therefrom

         1.2.6    The expression "any enactment" includes any and every Act of
                  Parliament already or hereafter to be passed and also any and
                  every notice direction order regulation bye-law rule
                  condition code of practice circular and guidance notes
                  already or hereafter to be made under or in pursuance of or
                  deriving effect from any such Act or prescribed or required
                  by any public local or other authority or issued by any
                  competent authority exercising powers under statute or Royal
                  Charter

         1.2.7    References to any right exercisable by the Landlord shall
                  where the context so admits include the exercise of such
                  right by any superior lessor and all persons
                  authorised by the Landlord or any superior lessor


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HEADINGS

1.3      The paragraph headings shall not affect the interpretation hereof

2        INCLUSION OF PARTICULARS

In this Lease the details and descriptions appearing in the Particulars shall
be included in this Lease and form part of this Lease

3        DEMISE AND RENTS

The Landlord HEREBY DEMISES to the Tenant ALL THOSE the Demised Premises TO
HOLD the Demised Premises unto the Tenant for the Term SUBJECT to all rights
easements quasi-easements privileges restrictions covenants liabilities and
stipulations of whatever nature appertaining to or affecting the Demised
Premises and FURTHER SUBJECT to the matters referred to in the Second Schedule
hereto YIELDING AND PAYING therefor yearly and proportionately for any fraction
of a year


3.1      FIRST in respect of the period commencing on the Rent Commencement
         Date until the first Rent Review Date the Rent and during the
         remainder of the Term such other rent as may become payable under the
         provisions of the First Schedule hereto such sums to be paid by equal
         payments in advance on the usual quarter days in every year without
         any deduction the first such payment to be made on the Rent
         Commencement Date for the period from the Rent Commencement Date to
         the quarter day following

3.2      SECONDLY by way of further rent a yearly sum equal to the premium or
         premiums for insuring and keeping insured the Demised Premises
         excluding plate glass therein against:-

         3.2.1    loss or damage by the Insured Risks in such sum (including
                  the cost of shoring demolition site clearance and similar
                  expenses and Architects' Surveyors' and other professional
                  fees and incidental expenses) as shall in the opinion of the
                  Landlord represent the reinstatement value thereof with due
                  allowance for inflation

         3.2.2    public liability of the Landlord arising out of or in
                  connection with any accident explosion collapse breakdown or
                  other incident involving or relating to the Demised Premises
                  or any part thereof and

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         3.2.3    loss of rent

         Such further rent to be payable on demand and the first payment to be
         in respect of the period commencing on the Insurance Rent Commencement
         Date up to the date of renewal of the premium concerned

3.3      THIRDLY by way of further rent all sums due to the Landlord under the
         provisions of this Lease including all VAT payable hereunder (if any)

4        TENANT'S COVENANTS

The Tenant HEREBY COVENANTS with the Landlord:-

4.1      RENTS

         To pay the yearly rents hereinbefore reserved at the times and in the
         manner at and in which the same are respectively hereinbefore reserved
         and made payable together with VAT (if any) thereon and without any
         deduction (and all rights of set off whether equitable or otherwise
         are hereby excluded)

4.2      OUTGOINGS

         4.2.1    To pay bear and discharge and perform all existing and future
                  rates taxes duties charges assessments impositions and
                  outgoings and obligations whatsoever (whether parliamentary
                  parochial local national or any other description and whether
                  or not of a capital revenue or non-recurring nature and even
                  though of a wholly novel character) which now are or may at
                  any time hereafter during the Term be charged rated levied
                  assessed or imposed upon the Demised Premises or upon the
                  owner or occupier in respect thereof and to pay bear and
                  discharge the proportion properly attributable to the Demised
                  Premises of any such outgoings as may be charged levied
                  assessed or imposed upon any premises of which the Demised
                  Premises form part (such proportion to be determined by the
                  Surveyor whose decisions shall be conclusive) except any tax
                  payable in respect of any dealing by the Landlord with its
                  reversionary interest

         4.2.2    If the Landlord shall suffer any loss of rating relief which
                  would have been applicable to the Demised Premises after the
                  Termination Date by reason of


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                  such relief being allowed to the Tenant or any other person
                  in respect of any period prior to the Termination Date to
                  indemnify the Landlord against such loss

         4.2.3    To pay for all gas water and electricity consumed and all
                  telephone telex and similar services used on the Demised
                  Premises during the Term (including all charges for hire of
                  meters in respect thereof) and to observe and perform at the
                  Tenant's expense all present and future regulations and
                  requirements of the gas and electricity and water and
                  telecommunication supply authorities concerning the
                  installation and use of services in the Demised Premises

4.3      GENERAL REPAIRS

         4.3.1    To put and from time to time and at all times during the Term
                  to keep the whole of the Demised Premises in good and
                  substantial repair and condition (damage by any of the
                  Insured Risks excepted unless payment of the insurance moneys
                  shall be withheld in whole or in part by reason solely or in
                  part of any act or default of the Tenant its servants agents
                  or licensees) and if at any time during the Term whether by
                  reason of age or state of dilapidation or by reason of any
                  original or inherent defect (whether latent or apparent) or
                  any requirement of any competent authority it shall become
                  necessary or expedient for the purposes of putting or keeping
                  any building from time to time comprising the Demised
                  Premises or any part thereof in good and substantial repair
                  and condition to reinstate renew and rebuild such building or
                  any part thereof then the Tenant shall at its own cost and
                  with all practical speed and under the direction and to the
                  reasonable satisfaction of the Surveyor and in accordance
                  with plans and specifications to be previously approved by
                  the Landlord in writing carry out such reinstatement renewal
                  and rebuilding

         4.3.2    To repair renew and replace from time to time with others of
                  modern and up to date design all Landlord's fixtures and
                  fittings plant machinery or equipment in and upon the Demised
                  Premises which may become obsolete or unusable or beyond
                  repair at any time during the Term or at the Termination Date

         4.3.3    To procure that the lifts boilers central heating air
                  conditioning apparatus and fire fighting equipment from time
                  to time in and about the Demised Premises


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                  are properly and regularly serviced maintained and tested in
                  accordance with current statutory requirements by qualified
                  persons approved by the Landlord (such approval not to be
                  unreasonably withheld)

4.4      INTERNAL DECORATION

         Without prejudice to the generality of the foregoing covenants during
         the Initial Internal Decoration Year and thereafter at least once in
         every five years of the Term calculated from the Initial Internal
         Decoration Year and also in the last three months thereof whether
         determined by effluxion of time or otherwise to paint french polish or
         otherwise treat as the case may be all internal surfaces usually or
         requiring to be so treated of the Demised Premises having first
         prepared such surfaces by stripping off stopping and priming as may be
         necessary and to wash down all washable surfaces and to grain marble
         or varnish any parts so treated all decorations being carried out with
         high quality materials and where painting is involved two coats being
         applied in addition to the priming coat such decoration in the last
         three months of the Term to be executed in such colours patterns and
         materials as the Landlord may require

4.5      EXTERNAL DECORATION

         Without prejudice to the generality of the foregoing covenants during
         the Initial External Decoration Year and thereafter at least once in
         every five years of the Term calculated from the Initial External
         Decoration Year and also in the last three months thereof whether
         determined by effluxion of time or otherwise to paint french polish or
         otherwise treat as the case may be all external surfaces usually or
         requiring to be so treated of the Demised Premises having first
         prepared such surfaces by stripping off stopping and priming as may be
         necessary and to wash down all washable surfaces and to grain marble
         or varnish any parts so treated all decorations being carried out with
         high quality external materials and where painting is involved two
         coats being applied in addition to the priming coat and in the case of
         specialist finishes by washing and treating in accordance with the
         manufacturers' recommendations such decoration in the last three
         months of the Term to be executed in such colours patterns and
         materials as the Landlord may require

4.6      UPKEEP

         4.6.1    To cleanse and maintain and to keep cleansed and maintained
                  and free from obstruction all gutters sewers drains and water
                  and waste-pipes and ducts belonging to the Demised Premises


<PAGE>   14

         4.6.2    As often as the Landlord may reasonably consider necessary to
                  clean and treat in an appropriate manner to the reasonable
                  satisfaction of the Surveyor all materials surfaces and
                  finishes of the interior and the exterior of the Demised
                  Premises which ought normally to be so cleaned and treated in
                  accordance with the manufacturers' recommendations and in
                  particular (but without prejudice to the generality of the
                  foregoing) all wood plastic metal stonework cladding and
                  concrete and to wash all surfaces requiring to be washed

         4.6.3    At all times during the Term to keep the Demised Premises
                  (including such part (if any) as shall not be built upon) in
                  a clean and tidy condition throughout and clear of all
                  rubbish and refuse and not to use such part of the Demised
                  Premises as remain open or unbuilt upon for storage or
                  stacking and to keep the gardens and grounds and all trees
                  shrubs and hedging (if any) therein in good order and
                  condition and tended fed cultivated and pruned or trimmed to
                  a good standard and to replace all losses (if necessary by
                  replanting) and to cultivate the gardens and keep the soil in
                  good heart fertile and free from weeds and to keep the drives
                  and paths in good order and condition and free from weeds and
                  to keep the lawns properly mown trimmed rolled and fed and
                  not to remove or except in the proper course of cultivation
                  and management cut or lop any trees shrubs bushes or hedging

         4.6.4    To keep all windows and skylights and all the glass in the
                  entrance doors of the Demised Premises properly glazed and as
                  to such of the same as are glazed with plate glass to keep
                  the same glazed with glass of the same type and pattern and
                  to clean the inside and outside of all the glass in the
                  entrance doors at least once every week and in the remainder
                  of the Demised Premises at least once every month

         4.6.5    To maintain in good and tenantable repair the concrete
                  paviors and the tarmacadam in the parking areas at the
                  Demised Premises and to professionally clean or (if such
                  cleaning is not successful) replace any concrete paviors
                  which become oil stained

         4.6.6    Whenever necessary to repaint the marking lines in the
                  parking areas at the Demised Premises

<PAGE>   15
4.7      ENTRY

         To permit the Landlord and its agents and the Surveyor with or without
         workmen and others and appliances at all reasonable times during the
         Term upon Requisite Notice to enter upon the Demised Premises and to
         remain there for such period as shall be necessary:

         4.7.1    To take schedules or inventories of the fixtures and fittings
                  plant and machinery belonging to the Landlord or to be
                  yielded up at the Termination Date

         4.7.2    To enter and execute any repairs decorations or other works
                  upon or to any adjoining or neighbouring premises or to carry
                  out any repairs decorations or other works which the Landlord
                  must or may carry out under the provisions of this Lease upon
                  or to the Demised Premises or to cleanse or empty or renew
                  the sewers drains and gutters belonging to the same or to
                  construct any building or erection on any land adjoining or
                  neighbouring the Demised Premises all damage occasioned
                  thereby to the Demised Premises being made good as soon as
                  reasonably possible and causing as little interference as
                  possible to the Tenant's business

         4.7.3    To exercise any rights excepted and reserved to the Landlord
                  and for any other purpose connected with the interest of the
                  Landlord in the Demised Premises or its disposal charge or
                  demise

         4.7.4    To view the state and condition of the Demised Premises

4.8      REMEDY LACK OF REPAIR ETC

         4.8.1    Forthwith to commence to repair and make good all defects
                  wants of reparation and breaches of covenants for which the
                  Tenant is liable hereunder of which notice shall be given by
                  the Landlord in writing to the Tenant and thereafter
                  diligently to proceed to repair and to make good the same
                  according to such notice and the covenants in that behalf
                  herein contained to the reasonable satisfaction of the
                  Surveyor

         4.8.2    If the Tenant shall fail within 14 days of such notice or
                  such shorter period as shall be appropriate in case of
                  emergency to commence and then to continue diligently and
                  expeditiously to comply with such notice in all respects or
                  if the


<PAGE>   16

                  Tenant shall at any time make default in the performance of
                  any of the covenants herein contained for or relating to the
                  repair decoration or maintenance of the Demised Premises it
                  shall be lawful (but without prejudice to the right of
                  re-entry and forfeiture hereinafter contained) for the
                  Landlord its agents servants and workmen to enter upon the
                  Demised Premises and to carry out or cause to be carried out
                  all or any of the works referred to in such notice and the
                  cost of so doing and all expenses incurred in relation
                  thereto shall be paid by the Tenant to the Landlord on demand

4.9      NOT TO ERECT ANY OTHER BUILDING

         Not to erect any new building or new structure of any kind at any time
         upon the Demised Premises or any part thereof

4.10     ALTERATIONS

         4.10.1   Not at any time during the Term:-

                  4.10.1.1 to commit any waste

                  4.10.1.2 to erect or build any additional or substituted
                           erection or building whatsoever

                  4.10.1.3 to alter or change the construction height elevation
                           or external architectural appearance of the Demised
                           Premises or any part thereof

                  4.10.1.4 to alter or cut in any way any of the principal or
                           loadbearing walls or floors of the Demised Premises

                  4.10.1.5 to make any structural alterations of or to the
                           Demised Premises

         4.10.2   (Without prejudice to the absolute prohibitions contained in
                  Clauses 4.9 and 4.10.1) not to make any internal
                  non-structural alteration to the Demised Premises without the
                  prior written consent of the Landlord which shall not be
                  unreasonably withheld or delayed subject to the Tenant:-

                  4.10.2.1 obtaining and complying with all necessary consents
                           of any competent authority


<PAGE>   17

                  4.10.2.2 paying all charges of any competent authority in
                           respect of those consents

                  4.10.2.3 making an application to the Landlord describing the
                           proposed alteration on drawings and where
                           appropriate a specification in duplicate

                  4.10.2.4 at the Termination Date (if and to the extent
                           required by the Landlord) reinstating the Demised
                           Premises to the same condition as they were in at
                           the grant of this lease

                  4.10.2.5 entering into such other covenants as the Landlord
                           may require as to the execution insurance and
                           reinstatement of the works

                  4.10.2.6 complying with all conditions regulations bye-laws
                           and other matters prescribed by any competent
                           authority either generally or specifically in
                           respect thereof

                  4.10.2.7 carrying out such works at the Tenant's own expense
                           in a good and workmanlike manner strictly in
                           accordance with all conditions regulations and other
                           matters prescribed by the insurers to the reasonable
                           satisfaction of the Landlord

                  4.10.2.8 not causing any nuisance or annoyance to any other
                           tenant of the Landlord or to the owners or occupiers
                           of any neighbouring premises

         4.10.3   (Without prejudice to the absolute prohibitions contained in
                  Clauses 4.9 and 4.10.1) the Tenant may install alter and
                  remove demountable non-structural partitions in the Demised
                  Premises without the prior written consent of the Landlord on
                  the following conditions:-

                  4.10.3.1 the provisions of Clauses 4.10.2.1 to 4.10.2.2,
                           4.10.2.4 and 4.10.2.6 to 4.10.2.8 (inclusive) are
                           complied with

                  4.10.3.2 the Tenant shall give the Landlord not less than 28
                           days' prior written notice of the intended
                           installation or removal of such partitions and a
                           plan showing the changes

                  4.10.3.3 the Tenant shall not remove any demountable
                           partitions erected by the Landlord without the
                           Landlord's prior written consent

<PAGE>   18

         4.10.4   Before commencing any permitted alterations to produce to the
                  Landlord all such notices permissions consents licences and
                  other documents relating thereto together with copies for
                  retention by the Landlord

         4.10.5   To allow the Landlord at all reasonable times to enter upon
                  the Demised Premises both for the purposes of seeing that no
                  unauthorised erections additions or alterations have been
                  made and for the purposes of seeing that authorised
                  alterations are carried out in accordance with any consent
                  given hereunder and any permission granted by the competent
                  authority

         4.10.6   Not to make any alterations or additions to the electrical
                  gas water sanitary or ventilation installations of the
                  Demised Premises without the prior written consent of the
                  Landlord (such consent not to be unreasonably withheld) and
                  to procure that all such alterations or additions are carried
                  out by suitably qualified and skilled persons in accordance
                  with regulations and standards of the relevant supply
                  authority and not to interfere with or otherwise cause access
                  to any pipes wires cables optic fibres drains sewers
                  watercourses conduits or other conducting media which now are
                  or may hereafter be in or through the Demised Premises to be
                  or become more difficult than the case now is

         4.10.7   To carry out and complete the work involved in any fitting
                  out of the Demised Premises and all alterations to the
                  Demised Premises in accordance with the terms of all consents
                  with materials of suitable good quality in a proper and
                  workmanlike manner and to the reasonable satisfaction of the
                  Landlord

         4.10.8   On completion of the installation of anything which shall
                  become part of the Demised Premises forthwith to give to the
                  Landlord written notice of the same stating the full cost of
                  reinstatement thereof

         4.10.9   If the Tenant or any other occupier of the Demised Premises
                  shall carry out any building work alterations excavation
                  change of use or any other development on or to the Demised
                  Premises to indemnify the Landlord against all liability
                  whether immediate or consequential for any tax levy
                  imposition or change of whatsoever nature for which the
                  Landlord may be or


<PAGE>   19

                  become liable as a result of the same and also against any
                  further liability to tax flowing from this indemnity or any
                  payment pursuant to it and to repay to the Landlord on demand
                  the amount thereof

         4.10.10  At the Tenant's own expense to remove on demand any
                  alterations or additions made in contravention of this clause
                  or in respect of which the permission of the Landlord or any
                  competent authority is withdrawn or lapses and to comply with
                  every order or such authority requiring the removal or
                  demolition of or other work in connection with such
                  alterations or additions and in all such cases to make good
                  all damage caused by such removal demolition or other work
                  and to restore all parts of the Demised Premises affected
                  thereby to a good and substantial condition and properly
                  decorated to the satisfaction of the Landlord

4.11     GENERAL USER

         4.11.1   Not to do or permit or suffer to be done or remain upon the
                  Demised Premises or any part thereof anything which may be or
                  become a nuisance annoyance disturbance inconvenience injury
                  or damage to the Landlord or its tenants or the owners or
                  occupiers of any property in the neighbourhood or which may
                  produce noise audible outside the Demised Premises

         4.11.2   Not to use or permit or suffer the Demised Premises or any
                  part thereof to be used for any noxious noisy or offensive
                  trade or business nor for any illegal or immoral act or
                  purpose and no sale by auction shall take place thereon

         4.11.3   Not to allow rubbish of any description to accumulate upon
                  the Demised Premises nor to discharge or permit or suffer to
                  be discharged into any pipe or drain serving the Demised
                  Premises or any other property any oil grease or other
                  deleterious matter or any substance which might stop up or
                  obstruct or be or become a source of danger or injury to the
                  drainage system of the Demised Premises or any such other
                  property or any parts thereof

         4.11.4   Not to suspend or to permit or suffer to be suspended any
                  excessive weight from the main structure of the Demised
                  Premises

         4.11.5   Not to overload or permit or suffer to be overloaded the
                  floors roofs or structures of the Demised Premises or permit
                  or suffer the same to be used in any manner which will cause
                  the same to be subject to any strains beyond that which they
                  are designed to bear

<PAGE>   20

         4.11.6   Not to permit or suffer to be done or to be present upon the
                  Demised Premises any activity process thing or source which
                  will or might reasonably be expected to produce directly or
                  indirectly moisture or humidity in excess of that which is
                  reasonably and usually found in a building used for the
                  purposes for which the Demised Premises are to be used
                  hereunder or corrosive fumes or vapours or heat in excess of
                  Twenty-five degrees centigrade

         4.11.7   Not to have or keep upon the Demised Premises or any part
                  thereof any substance of an explosive or of an especially
                  inflammable or dangerous nature or such as might increase the
                  risk of fire or explosion or which might attack or in any way
                  injure by percolation corrosion or otherwise the Demised
                  Premises or the keeping or using whereof may contravene any
                  statute or local regulation or bye-law and not to house or
                  operate or permit to be housed or operated in or upon the
                  Demised Premises or any part thereof any engine or machinery
                  of any kind other than such as does not cause any vibration
                  or noise or is unlikely to become a nuisance annoyance or
                  disturbance to any tenants or occupiers of any adjoining or
                  neighbouring premises

4.12     USER

         4.12.1   At all times during the Term to use the Demised Premises for
                  the Specified User or for such other use within Class B.1 of
                  the Town and Country Planning (Use Classes) Order 1987 (as
                  enacted at the date hereof) to which the Landlord shall
                  consent (such consent not to be unreasonably withheld)

         4.12.2   Not to permit or suffer the Demised Premises to remain vacant

         4.12.3   Not to leave the Demised Premises continuously unoccupied
                  without providing security and caretaking arrangements
                  approved by the Landlord such approval not to be unreasonably
                  withheld

4.13     DISPLAY OF NOTICES

         Not to attach or display or affix any figure letter pole flag
         signboard advertisement inscription bill placard or sign whatsoever in
         on or to the Demised Premises or the


<PAGE>   21

         windows thereof so as to be seen from the exterior without the
         previous written consent of the Landlord which shall not be
         unreasonably withheld in respect of a sign on the fascia stating the
         Tenant's name and business or profession (such sign if the Landlord so
         requires to be removed and any damage caused thereby made good by the
         Tenant at the end or sooner determination of the Term)

4.14     MASTS AND WIRES

         Not to erect or affix any satellite dishes poles masts or wires on the
         exterior of the Demised Premises (whether in connection with
         communications or television apparatus or otherwise)

4.15     OBSTRUCTION OF COMMON AREAS

         Not to damage or obstruct any road forecourt or other area leading to
         or giving access to the Demised Premises or over which the Tenant is
         hereby granted rights of access or use nor to use the same in such
         manner as to cause in the opinion of the Landlord any nuisance damage
         or annoyance

4.16     VITIATION OF INSURANCE ETC

         4.16.1   Not to do or omit anything whereby any policy or policies of
                  insurance for the time being in force in respect of or
                  including or covering the Demised Premises or any adjoining
                  or neighbouring premises of the Landlord against any risk may
                  become void or voidable or whereby the rate of premium
                  thereon may be increased

         4.16.2   At all times to comply with all the requirements and
                  recommendation of any insurers of the Demised Premises

                  4.16.3.1 Not to effect or permit or suffer to be effected by
                           any other person any insurance against any of the
                           Insured Risks in respect of or relating to the
                           Demised Premises

                  4.16.3.2 To pay to the Landlord any insurance monies received
                           by the Tenant in respect of any claim under any
                           insurance policy effected in breach of Clause
                           4.16.3.1

         4.16.4   Forthwith upon the happening of any event or thing against
                  which insurance has been effected by the Landlord or under
                  the provisions hereinafter contained to give notice thereof
                  to the Landlord


<PAGE>   22

         4.16.5   In the event of the Demised Premises or any part thereof
                  being destroyed or damaged by any of the Insured Risks and
                  the insurance money under any insurance against the same
                  effected thereon by the Landlord being wholly or partially
                  irrecoverable by reason solely or in part of any act neglect
                  or default of the Tenant its servants agents or licensees
                  then and in every such case the Tenant will forthwith pay to
                  the Landlord the whole of such irrecoverable insurance money

         4.16.6   To pay to the Landlord the amount of any excess which is
                  irrecoverable on the occasion of any claim made under any
                  insurance effected by the Landlord under the terms of this
                  Lease

4.17     STATUTORY REQUIREMENTS

         4.17.1   At all times during the Term at the Tenant's own expense to
                  observe and comply in all respects with the provisions and
                  requirements of any and every enactment and to execute all
                  works and provide and maintain all arrangements so far as
                  they relate to or affect the Demised Premises or the landlord
                  or the tenant thereof or any additions or improvements
                  thereto or the user thereof for any purposes or the
                  employment therein of any person or persons or any fixtures
                  machinery plant or chattels for the time being affixed
                  thereto or being thereupon or used for the purposes thereof
                  whether such compliance or such works or such arrangements
                  are required to be carried out by the owner or any occupier
                  or any other person


         4.17.2   Not at any time to do or omit to do on or about the Demised
                  Premises any act or thing by reason of which the Landlord may
                  under any enactment incur or have imposed upon it or become
                  liable to pay any fine levy penalty damages compensation
                  costs charges or expenses

         4.17.3   To obtain all licences permissions and consents and to
                  execute and do all works and things and to bear and pay all
                  expenses required or imposed by any enactment in respect of
                  any works carried out on the Demised Premises or of any user
                  thereof or of the employment of any persons therein


<PAGE>   23

4.18     NOTICES

         Immediately on receipt of any permission notice order or proposal for
         a notice or order relevant to the Demised Premises or to the use or
         condition thereof made given or issued to the Tenant or the occupier
         of the Demised Premises by any competent authority to give a copy
         thereof to the Landlord and without delay to take all reasonable or
         necessary steps to comply therewith and also at the request of the
         Landlord to make or join with the Landlord in making such objections
         and representations against or in respect of any such notice order or
         proposal as the Landlord shall deem expedient

4.19     ALIENATION

         4.19.1   Not to assign or charge or hold on trust for any other person
                  or corporation any part or parts (as distinct from the whole)
                  of the Demised Premises

         4.19.2   Not to charge underlet part with or share the possession or
                  occupation of part of the Demised Premises other than by way
                  of an underletting of a "Permitted Part" being an
                  underletting which comprises the entirety of one or more
                  floors of the Demised Premises (excluding from any such
                  underletting such parts of a floor as may be used in common
                  with other parts of the Demised Premises) so that there are
                  no more than four underlettings in respect of the whole of
                  the Demised Premises subsisting at any one time and each
                  underlease complies with the following provisions of this
                  Clause 4.19

         4.19.3   Not to part with or share possession of or hold on trust for
                  any other person or corporation the whole of the Demised
                  Premises or permit any company or person to occupy the same
                  save by way of an assignment of this Lease or an underlease
                  of the whole of the Demised Premises or an underlease of a
                  Permitted Part which in each case complies with the following
                  provisions of this Clause 4.19

         4.19.4   Not to assign the Demised Premises

                  4.19.4.1 without procuring if so required by the Landlord on
                           any assignment of the Demised Premises that the
                           assignee enters into a covenant with the Landlord to
                           pay the rents reserved by and perform and observe
                           the covenants on the part of the Tenant


<PAGE>   24

                           contained in this Lease until the next assignment of
                           this Lease which is not an excluded assignment as
                           defined in Section 11 of the Landlord and Tenant
                           (Covenants) Act 1995 (referred to as "the Act" in
                           this Sub-clause 4.19) and further if the Landlord
                           shall in its absolute discretion so require without
                           obtaining a guarantor or guarantors reasonably
                           acceptable to the Landlord who shall covenant with
                           the Landlord in the terms set out in Clause 7 of
                           this Lease

                  4.19.4.2 without entering into an authorised guarantee
                           agreement for the purposes of the Act in the form
                           set out in the Third Schedule hereto and further if
                           the Landlord shall reasonably so require without
                           procuring that any guarantor for the Tenant under
                           this Lease covenants with the Landlord in such terms
                           as the Landlord shall reasonably require for the
                           purpose of guaranteeing the performance by the
                           Tenant of its obligations under the authorised
                           guarantee agreement


                  4.19.4.3 without procuring that the proposed assignee if
                           reasonably required by the Landlord has deposited
                           with the Landlord such sum as the Landlord
                           reasonably requires as security for the performance
                           by the assignee of its obligations under this Lease

         4.19.5   Not to underlet the whole of the Demised Premises or a
                  Permitted Part nor to permit the creation of any derivative
                  underlease on payment of a fine or a premium (whether given
                  or taken) nor at a rent less than the open market rent as
                  defined in the First Schedule at the time of such underlease
                  of the Demised Premises or the Permitted Part

         4.19.6   Not to underlet the whole of the Demised Premises or a
                  Permitted Part unless the underlease shall contain:

                  4.19.6.1 covenants by the underlessee (which the Tenant
                           hereby undertakes to enforce) as to prohibit the
                           underlessee from doing or suffering any act or thing
                           upon or in relation to the Demised Premises by the
                           underlessee which will contravene any of the
                           Tenant's obligations in this Lease


<PAGE>   25

                  4.19.6.2 provision for review of the rent reserved by the
                           underlease (which the Tenant hereby undertakes to
                           operate and enforce) corresponding both as to terms
                           and dates with the provisions set out in the First
                           Schedule hereto for revision of the rent hereby
                           reserved

                  4.19.6.3 a condition for re-entry on breach of any covenant
                           on the part of the underlessee

                  4.19.6.4 provisions reserving the same rights of entry for
                           the Landlord against the underlessee as the Landlord
                           has against the Tenant in this Lease

                  4.19.6.5 in the case of an underletting for a term of less
                           than or equal to five years an agreement authorised
                           by a Court Order excluding the effect of Sections
                           24-28 of the Landlord and Tenant Act 1954

                  4.19.6.6 covenants conditions and provisions as are necessary
                           to ensure that the underlease is consistent with the
                           terms of this Lease

                  4.19.6.7 a determination date not less than six months prior
                           to the Termination Date of this Lease

         4.19.7   In relation to any underletting:

                  4.19.7.1 not to grant any underlease except in a form to be
                           first approved in writing by the Landlord such
                           approval not to be unreasonably withheld in the case
                           of an underlease the terms of which comply with
                           Clause 4.19.6 and which are consistent with the
                           terms of this Lease

                  4.19.7.2 not to waive or vary any provisions of any such
                           underlease after it has been granted

                  4.19.7.3 not at any time during the Term to be a party or
                           privy to an agreement or arrangement for commutation
                           in whole or in part of the rent reserved by any
                           underlease in consideration of the payment of a lump
                           sum or any other consideration


<PAGE>   26

                  4.19.7.4 not upon a review of the rent reserved by any
                           underlease of the Demised Premises to agree the
                           amount of any such reviewed rent without the prior
                           written consent of the Landlord (such consent not to
                           be unreasonably withheld)

         4.19.8   Not to underlet the Demised Premises without obtaining from
                  the underlessee a covenant by deed with the Landlord that the
                  underlessee will throughout the term granted by the
                  underlease or if applicable until an assignment of the
                  underlease which is not an excluded assignment as defined in
                  Section 11 of the Act:

                  4.19.8.1 not to do anything whereby the Tenant shall be in
                           breach of the terms of this Lease

                  4.19.8.2 not assign part nor sublet or part with the
                           possession or occupation of the whole or part of the
                           premises demised by the underlease

                  4.19.8.3 not assign the whole or part with possession or
                           occupation of the whole of the premises demised by
                           the underlease except in a manner and on terms
                           permitted by this Clause 4.19 nor without first
                           obtaining the written consent of the Landlord under
                           this Lease which consent shall subject to compliance
                           with such requirements not be unreasonably withheld

         4.19.9   Upon making an application for any licence to assign or
                  underlet the Tenant shall disclose to the Landlord such
                  information as the Landlord may reasonably require and shall
                  pay the Landlord's reasonable legal expenses and surveyors'
                  and management fees and expenses (including disbursements and
                  stamp duty) on all Licences and the duplicate copies thereof
                  resulting from such application including reasonable charges
                  expenses fees and disbursements actually incurred in cases
                  where consent is properly refused or the application is
                  withdrawn

         4.19.10  Not to assign or underlet the whole nor to underlet a
                  Permitted Part of the Demised Premises otherwise than in
                  accordance with nor without in each and every case first
                  complying with the foregoing provisions of this Clause 4.19
                  and subject thereto not without obtaining the prior written
                  consent of the Landlord which consent shall not be
                  unreasonably withheld


<PAGE>   27

         4.19.11  The Tenant may without obtaining any consent or approval of
                  the Landlord share occupation of the Demised Premises or any
                  part thereof with any company which is part of the same group
                  of companies as defined in Section 42 of the Landlord and
                  Tenant Act 1954 (as amended) Provided that :


                  4.19.11.1 any such arrangement shall be terminated by the
                            Tenant upon the said company ceasing to be a member
                            of the same group as aforesaid

                  4.19.11.2 no such arrangement shall result in any
                            relationship of landlord and tenant between the
                            Tenant and the said company 4.19.11.3 any rent or
                            other payment received by the Landlord from the said
                            company shall be deemed to have been paid by the
                            said company as agent for the Tenant 4.19.11.4 the
                            Tenant shall give notification in writing of any
                            such arrangement to the Landlord within seven days
                            of the said company going into occupation

4.20     NEW GUARANTOR

         Within 14 days of the death during the Term of any person who has
         guaranteed to the Landlord the payment to the Landlord of the said
         rents and the observance and performance of the covenants on the part
         of the Tenant herein contained or of such person entering into or
         suffering any of the arrangements or circumstances described in Clause
         6.1.4. or (if such guarantor is a company) entering into or suffering
         any of the arrangements or circumstances described in Clause 6.1.3
         hereof then to give notice thereof to the Landlord and if so required
         by the Landlord at the expense of the Tenant within 28 days to procure
         some other person acceptable to the Landlord to execute a guarantee in
         respect of the payment of the rents and the observance and performance
         of the covenants in the form set out in Clause 7 of this Lease

4.21     TO REMEDY BREACHES OF UNDERLESSEES

         In the event of any breach non-performance or non-observance of any of
         the covenants conditions agreements and provisions contained or
         referred to in these presents by any underlessee or other person
         holding the Demised Premises as underlessee of the Tenant forthwith
         upon discovering the same to take and institute at its own expense all
         necessary steps and proceedings to remedy such breach non-performance
         or non-observance


<PAGE>   28

4.22     TO GIVE NOTICE

         Within one month after the execution of any assignment charge transfer
         or underlease or any transmission by reason of a death or otherwise
         affecting the Demised Premises or any part thereof or any derivatory
         interest therein or the ascertainment (whether by agreement or
         determination) of any reviewed amount of the rent payable under any
         underlease created in accordance with the terms of this Lease to
         produce to and leave with the Landlord or the solicitors for the time
         being of the Landlord a certified copy of the deed instrument or other
         document evidencing or effecting such dealing or transmission or
         reviewed rent and on each occasion to pay to the Landlord or such
         solicitors a registration fee equivalent to decimal point nought five
         per cent of the annual rent at that time payable hereunder plus VAT

4.23     PAYMENT OF FEES

         To pay to the Landlord all costs charges and expenses (including
         Solicitors' Counsels' and Surveyors' and other professional costs and
         fees and bailiffs' charges) including any VAT thereon incurred by the
         Landlord notwithstanding that the same may have been incurred or
         expended after the Termination Date:-

         4.23.1   In or in contemplation of any proceedings relating to the
                  Demised Premises under Section 146 or 147 of the Law of
                  Property Act 1925 or the preparation and service of notice
                  thereunder (whether or not any right of re-entry or
                  forfeiture has been waived by the Landlord or a notice served
                  under the said Section l46 is complied with by the Tenant or
                  the Tenant has been relieved under the provisions of the said
                  Act and notwithstanding forfeiture is avoided otherwise than
                  by relief granted by the Court)

         4.23.2   In the preparation and service of a schedule of want of
                  repair or of dilapidations at any time during or after the
                  Term and any negotiations ancillary or subsequent thereto

         4.23.3   In connection with the recovery of arrears of rent due from
                  the Tenant

         4.23.4   In respect of any application for consent required by this
                  Lease whether or not such consent be granted or the
                  application be withdrawn


<PAGE>   29

         4.23.5   In connection with or procuring the remedying of any breach
                  of covenant on the part of the Tenant

         4.23.6   In connection with the valuing or obtaining of valuations of
                  the Demised Premises for insurance purposes

4.24     TOWN AND COUNTRY PLANNING ACTS

         In relation to the Planning Acts

         4.24.1   At all times during the Term to comply in all respects with
                  the provisions and requirements of the Planning Acts and all
                  licences consents permissions and conditions (if any) already
                  or hereafter to be granted or imposed thereunder or under any
                  enactment repealed thereby so far as the same respectively
                  relate to or affect the Demised Premises or any part thereof
                  or any operations works acts or things already or hereafter
                  to be carried out executed done or omitted thereon or the
                  user thereof for any purpose

         4.24.2   During the Term so often as occasion shall require at the
                  expense in all respects of the Tenant to obtain from the
                  Local Authority the Local Planning Authority and/or the
                  Secretary of State for the Environment (or other appropriate
                  Minister) all such licences consents and permissions (if any)
                  as may be required for the carrying out by the Tenant of any
                  operations on the Demised Premises or the institution or
                  continuance by the Tenant thereon of any use thereof which
                  may constitute development within the meaning of the Planning
                  Acts but so that the Tenant shall not make any application
                  for planning permission without the prior written consent of
                  the Landlord (which consent shall not be unreasonably
                  withheld in respect of any matter for which the Landlord's
                  consent is not to be unreasonably withheld under this Lease
                  but which shall not be deemed to be unreasonably withheld if
                  giving such consent would impose any financial liability on
                  the Landlord)

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


<PAGE>   30

         4.24.4   Notwithstanding any consent which may be granted by the
                  Landlord under this Lease not to carry out or make any
                  alteration or addition to the Demised Premises or any change
                  of use thereof (being an alteration or addition or change of
                  use which is prohibited by or for which the consent of the
                  Landlord is required to be obtained under this Lease and for
                  which a planning permission needs to be obtained) before a
                  planning permission and building regulation consent therefor
                  has been produced to the Landlord and acknowledged by it as
                  satisfactory to it but so that the Landlord may refuse so to
                  express satisfaction with any such planning permission or
                  building regulation consent on the grounds that the period
                  thereof or anything contained therein or omitted therefrom in
                  the reasonable opinion of the Landlord or the Surveyor would
                  be or be likely to be prejudicial to the Landlord's interest
                  in the Demised Premises whether during the Term or following
                  the Termination Date

         4.24.5   Unless the Landlord shall otherwise in writing direct to
                  carry out before the Termination Date any works stipulated to
                  be carried out to the Demised Premises as a condition of any
                  planning permission or building regulation consent which may
                  have been granted during the Term whether or not the date by
                  which the planning permission or building regulation consent
                  required such works to be carried out falls within the Term

         4.24.6   If and when called upon so to do to produce to the Landlord
                  and the Surveyor and as it may direct all such plans
                  documents and other evidence as the Landlord may reasonably
                  require to satisfy itself that the provisions of this
                  covenant have been complied with in all respects

         4.24.7   In any case where the permission for any works upon or change
                  of use of the Demised Premises granted by the Local Planning
                  or other Authority to the Tenant is granted subject to
                  conditions the Landlord shall be entitled as a condition of
                  giving consent to the carrying out of the works or making the
                  change of use to require the Tenant to provide security for
                  the compliance with the conditions imposed as aforesaid and
                  the works shall not be commenced or the change of use put
                  into effect until such security shall have been provided to
                  the satisfaction of the Landlord

         4.24.8   As soon as practicable to give to the Landlord notice of any
                  order direction proposal or notice under the Planning Acts or
                  relating to any of the matters


<PAGE>   31

                  referred to in this Sub-clause hereof which is served upon or
                  received by or comes to the notice of the Tenant in
                  connection with or relating to the Demised Premises and will
                  produce to the Landlord if so required any such order
                  direction proposal or notice as aforesaid as is in the
                  possession of the Tenant and will not regarding such order
                  direction proposal or notice as aforesaid take any action not
                  approved by the Landlord

4.25     FIRE FIGHTING EQUIPMENT ETC

         4.25.1   To keep the Demised Premises sufficiently supplied and
                  equipped with such fire fighting and extinguishing appliances
                  as shall from time to time be required by law or by any
                  competent authority or by the Landlord's insurers or as shall
                  be reasonably required by the Landlord and such appliances
                  shall be open to inspection and shall be maintained to the
                  reasonable satisfaction of the Landlord

         4.25.2   Not to obstruct or permit or suffer to be obstructed the
                  access to or means of working such appliances or the means of
                  escape from the Demised Premises in the case of fire or other
                  emergency

         4.25.3   To take expeditiously all requisite steps to obtain any
                  necessary fire certificate for the Demised Premises

4.26     BOARDS

         4.26.1   During the six months immediately preceding the determination
                  of the Term to permit the Landlord or its agents to affix
                  upon any part of the Demised Premises a notice as to the
                  proposed re-letting or other disposal thereof

         4.26.2   At any time during the term to permit the Landlord or its
                  agent to affix upon any part of the Demised Premises a notice
                  as to the disposal of the freehold of the Demised Premises
                  (subject to the same making it clear that the business of the
                  occupier is not thereby affected)

         4.26.3   To permit intending tenants or purchasers at reasonable times
                  of the day to view the Demised Premises


<PAGE>   32

4.27     NOT TO ACCUMULATE RUBBISH

         Not to allow trade empties or rubbish of any description to accumulate
         on or outside the Demised Premises but to place all refuse or rubbish
         in proper receptacles therefor and not hang or place or to allow to be
         hung or placed any articles or other goods of any description outside
         the Demised Premises or the entrance door thereof whether on the
         forecourt or otherwise or from the windows of the Demised Premises nor
         expose outside or from the windows of the Demised Premises any clothes
         articles or other goods of any description

4.28     NOT TO OBSTRUCT WINDOWS

         Not to stop up or obstruct any windows or light belonging to the
         Demised Premises or to any other building belonging to the Landlord
         nor permit any new window light opening doorway path drain or other
         encroachment or easement to be made into against or upon the Demised
         Premises and to give notice to the Landlord of any such which shall be
         made or attempted and come to the Tenant's notice and at the request
         and cost of the Landlord to adopt such means and take such steps as
         may be reasonably required by the Landlord to prevent the same

4.29     EMERGENCY WARNING SYSTEMS

         To keep any emergency systems within the Demised Premises free from
         obstruction and ensure that any such system is visible at all times
         during trading hours to at least one senior employee of the Tenant and
         to ensure that all employees of the Tenant have detailed knowledge of
         the emergency procedure to operate in the event the emergency warning
         system is used which procedure will be contained in the regulations
         therefor issued from time to time by the Landlord

4.30     RATING SURVEYOR

         To advise the rating surveyors nominated by the Landlord from time to
         time of any negotiations with the local authority in connection with
         the rateable value of the Demised Premises and to consult with the
         said rating surveyors before agreeing or settling any rateable value

4.31     DEFECTIVE PREMISES ACT

         Forthwith upon becoming aware of the same to give notice in writing to
         the Landlord of any defect in the state of the Demised Premises which
         would or might give rise to an obligation on the Landlord to do or
         refrain from doing any act or thing in order to comply with the duty
         of care imposed on the Landlord pursuant to the Defective


<PAGE>   33

         Premises Act 1972 and at all times to display and maintain all notices
         (including the wording thereof) which the Landlord may from time to
         time display or require to be displayed at the Demised Premises in
         relation to such liability

4.32     REPAYMENT OF COSTS

         To pay to the Landlord on demand a due proportion (to be conclusively
         determined by the Surveyor save in the case of manifest error) of the
         cost (including any compensation for damage or disturbance and any
         surveyor's fees) incurred by the Landlord from time to time in respect
         of any of the following namely repairing cleansing or lighting (as
         shall in the opinion of the Landlord be appropriate) any roadways
         passageways paths staircases yards or other areas party walls fences
         or other structures or any other easements or services used or to be
         used in common by the occupier of the Demised Premises and the
         occupiers of any adjacent premises

4.33     TO INDEMNIFY LANDLORD

         To indemnify the Landlord in respect of all actions proceedings
         expenses costs claims and demands whatsoever arising in any way
         directly or indirectly out of:-

         4.33.1   Any use or occupation of the Demised Premises or the state
                  and condition of the Demised Premises or the execution of any
                  alterations or additions to the Demised Premises

         4.33.2   Any interference or alleged interference or obstruction of
                  any right or alleged right of light air drainage or other
                  right or alleged right now existing for the benefit of any
                  adjoining or neighbouring property

         4.33.3   Any injury to or death of any person or damage to any
                  property moveable or immovable

         4.33.4   The use or existence of any party fences or other boundary
                  structures or any other easements or services used or to be
                  used in common by the occupier of the Demised Premises and
                  the occupiers of any adjacent premises

         4.33.5   The user of the Demised Premises

         4.33.6   Any relevant defect in or affecting the Demised Premises
                  within the meaning of the Defective Premises Act 1972


<PAGE>   34

         4.33.7   Any failure to perform or observe any of the covenants
                  conditions provisions agreements or declarations herein
                  contained and on the part of the Tenant to be observed and
                  performed

         4.33.8   Any act neglect or default of the Tenant or any other
                  occupier for the time being of the Demised Premises

4.34     TO OBSERVE COVENANTS

         To observe and perform the agreements covenants and stipulations
         contained or referred to in the documents referred to in the Second
         Schedule hereto and to keep the Landlord indemnified against all
         actions proceedings costs claims and demands in any way relating
         thereto

4.35     YIELDING UP

         4.35.1   Immediately prior to the Termination Date at the cost of the
                  Tenant:-

                  4.35.1.1 to remove every moulding sign writing or painting of
                           the name or business of the Tenant or other
                           occupiers from the Demised Premises and to remove
                           all tenant's and trade fixtures and fittings
                           furniture and effects from the Demised Premises

                  4.35.1.2 (unless released from compliance by written notice
                           given by the Landlord) to remove and make good all
                           alterations or additions made to the Demised
                           Premises at any time during the Term and well and
                           substantially to reinstate the Demised Premises to
                           the condition in which the same were prior to the
                           making of such alterations or additions in such
                           manner as the Landlord shall direct and to its
                           reasonable satisfaction

                  4.35.1.3 to make good to the reasonable satisfaction of the
                           Landlord all damage caused by any such removal or
                           reinstatement


         4.35.2   At the Termination Date quietly to yield up to the Landlord
                  the Demised Premises in such good and substantial repair and
                  condition as shall be in accordance with the covenants on the
                  part of the Tenant herein contained including for the
                  avoidance of doubt the covenant contained in Clause 4.35.1
                  above together with all Landlord's fixtures fittings
                  improvements and


<PAGE>   35

                  additions which now are or may at any time hereafter be in or
                  about the Demised Premises (but excepting the Tenant's
                  fixtures and fittings) Provided that if at the Termination
                  Date the Demised Premises shall not be in such good and
                  substantial repair and condition then whether the works
                  necessary to put the Demised Premises into such repair and
                  condition are carried out by the Tenant or at the entire cost
                  of the Tenant by the Landlord there shall in addition be paid
                  to the Landlord by the Tenant by way of liquidated damages a
                  sum equivalent to the loss of rent suffered by the Landlord
                  in respect of the period that it would take the Landlord to
                  carry out all such necessary works such sum to be paid within
                  seven days of the Landlord informing the Tenant that all such
                  works have been so completed

4.36     VAT

         4.36.1   To pay all VAT at the rate for the time being in force
                  payable upon any sums due from the Tenant pursuant to the
                  terms of these presents or as the case may be to repay to the
                  Landlord all such VAT borne by the Landlord in respect of
                  such sums

         4.36.2   All sums reserved under the terms of this Lease or otherwise
                  payable to the Landlord under the terms of this Lease
                  (whether by way of rent interest service charge fee indemnity
                  reimbursement or otherwise howsoever) are exclusive of VAT so
                  that the amount of each sum so reserved or payable shall be
                  increased by the amount of any VAT applicable in respect
                  thereof and if any other VAT shall be chargeable on supplies
                  by the Landlord to the Tenant (including any supplies other
                  than for consideration in money paid to the Landlord) or
                  shall be chargeable on any other supplies made or
                  consideration given under the terms of this Lease then the
                  Tenant shall also pay to the Landlord the amount of VAT so
                  chargeable

         4.36.3   Where for the purposes of this Lease it is necessary to
                  calculate or estimate the cost or value of any building
                  structure work item act service or any other matter of
                  whatsoever nature there shall be calculated or estimated such
                  cost or value together with any VAT which will or may be
                  chargeable or payable in respect of such cost or value

         4.36.4   For the avoidance of doubt the provisions of this clause
                  shall apply whether or not the Landlord or any other person
                  has exercised or has failed to exercise any election or other
                  discretion for VAT to be chargeable

<PAGE>   36
4.37     PAYMENT OF COSTS

         To pay to the Landlord the costs and expenses of and incidental to the
         preparation and execution in duplicate of a suitable memorandum of
         rent review to be attached to the Lease and Counterpart upon each
         occasion when the rent is reviewed under the provisions of the Third
         Schedule hereto

4.38     INTEREST ON UNPAID AND OTHER MONEYS

         If any rents or other amounts payable by the Tenant under this Lease
         shall not be paid to the Landlord within 14 days of the due date the
         Tenant shall pay to the Landlord with any such sums (but without
         prejudice to any other rights or remedies of the Landlord) interest
         thereon at the Prescribed Rate calculated on a day-to-day basis from
         the date on which the same became due and payable down to the date of
         payment by the Tenant

4.39     CONSTRUCTION (DESIGN & MANAGEMENT) REGULATIONS 1994

         4.39.1   For the purposes of this Clause 4.39 reference to "the CDM
                  Regulations" shall mean the Construction (Design &
                  Management) Regulations 1994 or any regulations from time to
                  time amending supplementing or replacing the same and the
                  expression "relevant project" shall mean any works of
                  construction to which the CDM Regulations apply

         4.39.2   In respect of the Demised Premises the Tenant shall at all
                  times observe and comply with (or procure the observance of
                  and compliance with) the CDM Regulations and shall indemnify
                  and keep indemnified the Landlord against any loss or
                  liability incurred by the Landlord as a result of the failure
                  by the Tenant to observe or comply with the CDM Regulations
                  and in particular shall maintain in a complete and up-to-date
                  form any Health & Safety file for the Demised Premises
                  (whether existing at the date of this Lease or created
                  subsequently) and upon reasonable request from the Landlord
                  and at reasonable intervals to make available to the Landlord
                  a full copy of the Health & Safety file for the Demised
                  Premises and at the end (or sooner determination) of the Term
                  to hand over the said file in a complete and up to date form

<PAGE>   37

         4.39.3   Before commencing any relevant project the Tenant shall
                  produce to the Landlord satisfactory evidence of:-

                  4.39.3.1 The appointment of a planning supervisor for the
                           relevant project

                  4.39.3.2 Notification of the project to the Health & Safety
                           Executive

                  4.39.3.3 The preparation of a Health and Safety plan
                           (providing to the Landlord a copy thereof)

         4.39.4   To comply with such requirements as the Landlord may
                  reasonably impose in connection with any application for
                  consent to works of alteration for the purpose of ensuring
                  compliance with the CDM Regulations and for keeping the
                  Landlord fully informed of the contents of the Health &
                  Safety file for the Demised Premises and any relevant project

5        LANDLORD'S COVENANTS

The Landlord HEREBY COVENANTS with the Tenant as follows:-

5.1      QUIET ENJOYMENT

         That the Tenant paying the rents hereinbefore reserved on the days and
         in the manner hereinbefore appointed for payment thereof and observing
         and performing the covenants and conditions hereinbefore contained on
         the Tenant's part to be observed and performed shall and may peaceably
         and quietly hold and enjoy the Demised Premises during the Term
         without any lawful interruption by the Landlord or any person
         rightfully claiming through under or in trust for it

5.2      INSURANCE

         5.2.1    At all times to pay to the Landlord's insurers the premiums
                  for keeping the Demised Premises (including all fixtures
                  therein but not tenant's trade fixtures) insured against loss
                  or damage by the Insured Risks (so long as the same are
                  insurable on normal terms on the London insurance market)
                  subject to such limitations or exclusions or excesses as the
                  insurers may impose in some insurance office of repute or
                  with underwriters and through such agency as the Landlord
                  shall from time to time decide in such sums as shall in the
                  Landlord's opinion represent the full reinstatement value
                  thereof including Architects and Surveyors and other
                  professional fees and incidental expenses and against loss of
                  rent

<PAGE>   38
         5.2.2    Within 14 days of demand and not more frequently than once a
                  year to produce or procure the production to the Tenant of
                  evidence of such insurance and of the payment of the last
                  premium therefor

         5.2.3    As often as the Demised Premises or any part thereof shall be
                  destroyed or damaged by any of the Insured Risks so as to
                  render the Demised Premises unfit for use and occupation then
                  unless payment of the insurance moneys shall be withheld in
                  whole or in part by reason solely or in part of any act or
                  default of the Tenant its agents servants or licensees and
                  subject to the Landlord being able to obtain any necessary
                  planning consents and all other necessary licences approvals
                  and consents as soon as possible to lay out the net proceeds
                  of such insurance (other than sums receivable in respect of
                  loss of rent) in rebuilding repairing and reinstating the
                  Demised Premises (but not in any case so as to provide
                  accommodation identical in design and layout if it would not
                  be reasonably practicable to do so) Provided that in so doing
                  the Landlord may use materials of a different quality type or
                  specification as the Landlord reasonably deems desirable or
                  necessary

         5.2.4    If either:

                  5.2.4.1  the Landlord having used all reasonable endeavours
                           to do so is unable to obtain all necessary planning
                           consents and other licences approvals and consents
                           necessary for such rebuilding repairing or
                           reinstatement or

                  5.2.4.2  such rebuilding repairing or reinstatement is
                           frustrated for any other reason

                  the Landlord shall be under no obligation to rebuild repair
                  or reinstate the Demised Premises and shall be entitled to
                  retain for its own benefit all insurance monies received or
                  receivable


6        PROVISOS

PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:-


<PAGE>   39

6.1      RE-ENTRY

         Notwithstanding and without prejudice to any other remedies and powers
         herein contained or otherwise available to the Landlord in any of the
         following events the Landlord or any person or persons duly authorised
         by the Landlord may at any time re-enter the Demised Premises or any
         part thereof in the name of the whole and repossess and enjoy the same
         as if this Lease had not been made and thereupon this demise shall
         absolutely cease and determine but without prejudice to any right of
         action or remedy of the Landlord in respect of any antecedent breach
         of any of the covenants by the Tenant herein contained:-

         6.1.1    if the rents hereby reserved or any part thereof shall remain
                  unpaid for 21 days after becoming payable (whether formally
                  demanded or not)

         6.1.2    if any covenant or obligation on the part of the Tenant
                  herein contained shall not be performed or observed

         6.1.3    if the Tenant or any Surety being a company:-

                  6.1.3.1  makes a scheme of arrangement or a voluntary
                           arrangement or compounds or enters into a
                           composition or arrangement with its creditors

                  6.1.3.2  has a petition presented for the appointment of an
                           administrator or an administrator is appointed


                  6.1.3.3  has a receiver or manager or administrative receiver
                           appointed over all or any part of its assets

                  6.1.3.4  has a resolution passed for its voluntary winding-up
                           (save for the purpose of amalgamation or
                           reconstruction with the prior consent of the
                           Landlord) or enters into voluntary liquidation

                  6.1.3.5  has a petition presented for its winding-up or a
                           winding-up order is made

                  6.1.3.6  is removed for any reason from the Register of
                           Companies

         6.1.4    if the Tenant or any Surety being an individual (or if
                  individuals any one of them):-


<PAGE>   40

                  6.1.4.1  enters into a deed of arrangement with his creditors

                  6.1.4.2  makes or has an application made for an interim
                           order in connection with a proposal to creditors for
                           a voluntary arrangement

                  6.1.4.3  makes any assignment for the benefit of or enters
                           into any arrangement voluntary or otherwise with his
                           creditors either by composition or otherwise

                  6.1.4.4  has a petition presented for his bankruptcy or is
                           made bankrupt

         6.1.5    if any distress or process of execution shall be levied at
                  the Demised Premises

6.2      REMEDIES

         If the Tenant shall make default in making payment to the Landlord of
         rent or any moneys payable by the Tenant to the Landlord pursuant to
         any of the Tenant's covenants hereinbefore contained on the due date
         the amount owing may be recovered by the Landlord by action or
         distress as if the same formed part of the rent payable hereunder or
         as liquidated damages and such moneys shall bear interest as
         hereinbefore provided

6.3      SERVICE OF NOTICES

         6.3.1    Any demand or notice requiring to be made given to or served
                  on the Tenant or the Surety hereunder shall be duly and
                  validly made given or served if sent by the Landlord or its
                  Agents through the first class post by pre-paid letter
                  addressed to the Tenant or the Surety respectively (and if
                  there shall be more than one of them then any of them) at its
                  registered office or its last known address or at the Demised
                  Premises

         6.3.2    Any notices required to be given to the Landlord shall be
                  well and sufficiently given if sent through the first class
                  post by pre-paid letter addressed to the Landlord at its
                  registered office or (if the Landlord is an individual) the
                  Landlord's last known address

         6.3.3    Any demand or notice sent by post as aforesaid shall be
                  conclusively treated as having been made given or served
                  forty-eight hours after posting


<PAGE>   41

6.4      PLANNING RESTRICTIONS

         Nothing herein shall render the Landlord or the Tenant liable in
         respect of any of the covenants conditions or provisions hereinbefore
         contained if and so far only as the performance and observance of such
         covenants conditions and provisions or any one or more of them shall
         hereafter become impossible or illegal under or by virtue of the
         provisions of the Planning Acts but subject as aforesaid the Term and
         the rents payable to the Landlord in respect thereof shall not
         determine by reason only of any change modification or restriction of
         use of the Demised Premises or obligations or requirements hereafter
         to be made or imposed under or by virtue of the Planning Acts

6.5      TENANT'S ACKNOWLEDGEMENT

         Nothing in this Lease contained shall imply or warrant that the
         Demised Premises may in accordance with the Planning Acts be used for
         the purpose herein authorised and the Tenant hereby acknowledges and
         admits that the Landlord has not given or made at any time any
         representation or warranty that any such use is or will be or will
         remain a permitted use under the Planning Acts

6.6      EXCLUSION OF COMPENSATION

         Notwithstanding anything herein contained or consequent hereto and in
         derogation thereof the Landlord and all persons authorised by it shall
         have power without obtaining any consent from or making any
         compensation to the Tenant to deal as it or they may think fit with
         any of the lands buildings or parts of buildings and hereditaments
         adjacent adjoining or near to the Demised Premises or any part thereof
         and to erect or suffer to be erected thereon or on any part thereof
         any building whatsoever and to make any alterations or additions and
         carry out any demolition or rebuilding whatsoever which it or they may
         think fit or desire to do to such lands or buildings or any part or
         parts thereof and without prejudice to the generality of the foregoing
         whether such buildings alterations or additions shall or shall not
         affect or diminish the light or air which may now or at any time
         during the Term be enjoyed by the Tenant or the tenants or occupiers
         of the Demised Premises

6.7      DISPUTES

         Any dispute arising between the Tenant and any owner or occupier of
         adjacent or nearby premises (other than the Landlord) as to any right
         or privilege or any party or


<PAGE>   42

         other wall or otherwise shall be determined on behalf of the Tenant by
         the Surveyor whose decision shall bind the Tenant and whose fees shall
         be payable as he may direct

6.8      CESSER OF RENT

         In case the Demised Premises or any part thereof shall at any time
         during the Term be destroyed or damaged by any of the Insured Risks so
         as to render the Demised Premises unfit for occupation and use and
         payment of the insurance monies shall not have been refused in whole
         or in part by reason solely or in part of some act or default of the
         Tenant its servants agents or licensees the rent hereby reserved or a
         fair proportion thereof according to the nature and extent of the
         damage sustained shall be suspended from the date of the damage or
         destruction until the Demised Premises shall be again rendered fit for
         occupation and use or until the expiration of the period of loss of
         rent insured by the Landlord from the date whichever shall be the
         earlier and any dispute regarding the said cesser of rent shall be
         referred to the award of a single Arbitrator to be appointed in
         default of agreement upon the application of either party by the
         President for the time being of the Royal Institution of Chartered
         Surveyors in accordance with the provisions of the Arbitration Acts
         1996 or any statutory modification thereof for the time being in force
         Provided always that under no circumstances shall the amount of rent
         which ceases to be payable hereunder exceed the amount received by the
         Landlord in respect of loss of rent under the policy referred to in
         Clause 5.2 hereunder

6.9      WAIVER

         The demand for and/or the acceptance of rent by the Landlord or its
         agents shall not constitute and shall not be construed to mean a
         waiver of any of the covenants on the part of the Tenant herein
         contained or of the Landlord's rights of forfeiture or re-entry in
         respect thereof but any such breach shall be deemed to be a continuing
         breach of covenant and neither the Tenant nor any person deriving
         title under or through the Tenant shall be entitled to set up any such
         demand or acceptance as a defence in any action or proceedings by the
         Landlord

6.10     NO LIABILITY IN DAMAGES

         The Landlord shall not in any circumstances incur any liability in
         respect of damage to person or property or otherwise howsoever by
         reason of any act neglect default or misfeasance of the Landlord its
         servants employees agents or independent contractors


<PAGE>   43

         or by reason of any accidental damage which may at any time be done to
         the Demised Premises or to any of the goods persons or property of the
         Tenant or any other person caused by any act or default of any other
         tenant of the Landlord of any adjoining or neighbouring premises or of
         any servant employee or contractor as aforesaid in breach or neglect
         of his or her duty

6.11     EXCLUSION OF RIGHTS NOT GRANTED

         Nothing herein contained shall operate expressly or impliedly to
         confer upon or grant to the Tenant any easement right or privilege
         other than those expressly hereby granted

6.12     TENANT'S POSSESSIONS

         6.12.1   If after the Tenant has vacated the Demised Premises at the
                  determination of the Term any property of the Tenant shall
                  remain in or on the Demised Premises and the Tenant shall
                  fail to remove the same within seven days after being given
                  notice to do so by the Landlord then the Landlord shall be
                  entitled as agent of the Tenant to sell such property and
                  shall hold the proceeds of such sale (after deducting the
                  costs and expenses of removal storage and sale reasonably and
                  properly incurred in connection therewith and after deduction
                  of any arrears of rent or other sums payable to the Landlord
                  hereunder) to the order of the Tenant

         6.12.2   The Tenant will indemnify the Landlord against any liability
                  incurred by it to any third party whose property (having been
                  in or on the Demised Premises as aforesaid) shall have been
                  sold by the Landlord in the mistaken belief (which shall be
                  presumed unless the contrary be proved) that such property
                  belonged to the Tenant and was liable to be dealt with under
                  Clause 6.12.1 hereof


6.13     STATUTORY COMPENSATION

         Except where any statutory provision prohibits the Tenant's right to
         compensation being reduced or excluded by agreement the Tenant shall
         not be entitled to claim from the Landlord on quitting the Demised
         Premises or any part thereof any compensation under the Landlord and
         Tenant Act 1954


<PAGE>   44

6.14     ENFORCEMENT OF LANDLORD'S COVENANTS

         The covenants conditions and obligations on the part of the Landlord
         which are contained or implied in this Lease shall be binding on the
         owner of the reversion expectant on the termination of the Term but
         shall not be enforceable against any person who has owned such
         reversion after it shall have parted with all interest therein

6.15     DETERMINATION BY TENANT

         If following the agreement or determination of "the new rent" (as
         defined in paragraph 3 of the First Schedule to this Lease) payable on
         and after the Second Rent Review Date the Tenant shall desire to
         determine this Lease and if the Tenant shall give to the Landlord
         within 14 days of such agreement or notification of such determination
         of "the new rent" six months notice in writing operating as a notice
         to quit within Section 24 of the Landlord and Tenant Act 1954 and if
         the Tenant shall pay all the rents and perform and observe all the
         Tenant's covenants hereinbefore reserved and contained in all material
         respects up to such determination then on the expiration of the six
         months' notice the term hereby granted shall cease but without
         prejudice to the rights and remedies of the Landlord for any arrears
         of rent or any breach of the Tenant's covenants or the conditions
         herein contained

7        COVENANTS BY SURETY

7.1      The provisions of this Clause shall apply where:-

         7.1.1    a surety is a party to this Lease

         7.1.2    in accordance with the requirements of Clause 4.19 a surety
                  is a party to a Licence to Assign this Lease or to grant an
                  Underlease out of it

7.2      The Surety as primary obligor and not as guarantor covenants with the
         Landlord:-

         7.2.1    during the Term or if applicable until completion of an
                  assignment of this Lease which is not an excluded assignment
                  as defined in Section 11 of the Act the Tenant shall pay the
                  rent when due and perform the covenants and other terms of
                  this Lease

         7.2.2    in case of default by the Tenant to pay on demand the rents
                  and so far as required by the Landlord to observe and perform
                  the covenants and other terms of this Lease


<PAGE>   45

         7.2.3    where the Tenant has assigned the Lease and has entered into
                  an authorised guarantee agreement with the Landlord under
                  Section 16 of the Act the Tenant shall pay all sums due and
                  comply with its obligations arising under the authorised
                  guarantee agreement

         and the Surety indemnifies the Landlord against all losses damages
         costs and expenses suffered or incurred by the Landlord as result of
         any default by the Tenant

7.3      The liability of the Surety under this Clause 7 shall not be effected
         in any way by:-

         7.3.1    any neglect of forbearance of the Landlord in enforcing
                  payment of any rent or the observance or performance of the
                  covenants and provisions of the Lease

         7.3.2    any time or indulgence given to the Tenant by the Landlord

         7.3.3    any time or indulgence given to or the release of any person
                  who is a guarantor or who is otherwise liable for the
                  performance of the Tenant's obligations under this Lease

         7.3.4    any refusal by the Landlord to accept rent from the Tenant
                  following a breach of covenant by the Tenant

         7.3.5    any agreement with the Tenant or any licence or consent
                  granted to the Tenant or any variation in terms of the Lease

         7.3.6    any assignment of the Lease except to the extent the Tenant
                  is released by statute

         7.3.7    the death of the Tenant (if an individual) or the dissolution
                  of the Tenant (if a company)

         7.3.8    a surrender of part of the Demised Premises except that the
                  Surety shall have no liability in relation to the surrendered
                  part in respect of any period following the date of surrender

         7.3.9    the Tenant or any other person who is a guarantor ceasing to
                  exist or any legal limitation or incapacity relating to them

         7.3.10   any other matter or thing whereby but for this provision the
                  Surety would have been released


<PAGE>   46

7.4      The Surety undertakes to the Landlord not (without the prior consent
         of the Landlord) to make a claim on the Tenant under any right of
         subrogation or indemnity or to take any security from the Tenant and
         where any such security is taken from the Tenant and enforced by the
         Surety to hold the proceeds of such enforcement on trust for the
         Landlord

7.5      If this Lease shall be disclaimed or shall be forfeited by the
         Landlord the Surety will if the Landlord shall by notice in writing
         within six months after such disclaimer or forfeiture so require take
         from the Landlord a lease of the Demised Premises for a term equal to
         the residue of the Term at the time of such disclaimer or forfeiture
         at the same rent as was payable immediately prior to such disclaimer
         subject to the same covenants and conditions (including as to rent
         review) as in this Lease but without requiring any other person to act
         as Surety such new lease to take effect from the date of disclaimer or
         forfeiture and to be granted at the cost of the Surety who shall
         execute and deliver to the Landlord a counterpart of it

7.6      If this Lease is disclaimed or forfeited or otherwise ceases to have
         effect and for any reason the Landlord does not require the Surety to
         accept a new lease pursuant to Clause 7.5 the surety shall pay to the
         Landlord on demand an amount equal to the difference between any money
         received by the Landlord for the use or occupation of the Demised
         Premises and the rents (if higher) which would have been payable had
         this Lease not been disclaimed or forfeited for the period commencing
         with the date of disclaimer or forfeiture and ending on the date
         twelve months after the date of disclaimer or forfeiture and the
         Landlord's certificate of the amount or amounts due under this
         sub-clause shall in the absence of manifest error be final and binding
         on the Surety

7.7      The Surety's covenants under this Clause 7 shall be for the benefit of
         the person in whom the reversion immediately expectant on this Lease
         is vested without the need for any express assignment

7.8      References in this Clause 7 to the Tenant shall include references to
         the Tenant's assigns under excluded assignments as defined in Section
         11 of the Act but shall not include any other assigns.

IN WITNESS whereof this Deed has been duly executed by the parties the day and
year first before written


<PAGE>   47

                      THE FIRST SCHEDULE ABOVE REFERRED TO
                          (PROVISIONS FOR RENT REVIEW)


1        In this Schedule the following expression shall have the following
         meanings:-

1.1      "the Rent Review Dates" shall mean the date or dates specified in the
         Particulars

1.2      "the open market rent" shall mean the yearly rent which would
         reasonably be expected to become payable in respect of the Demised
         Premises in the open market upon a letting of the Demised Premises

         1.2.1    by a willing landlord to a willing tenant 1.2.2 without
                  taking a fine or premium

         1.2.3    after the tenant has received the benefit of any other
                  concession or inducement whatsoever that it might then be the
                  practice for a landlord to allow or give to a tenant in the
                  open market

         1.2.4    either as a whole or by separate lettings whichever shall
                  produce the higher rent

         1.2.5    with vacant possession

         1.2.6    for a term equal to the residue of the Term or 10 years
                  whichever shall be the longer commencing in either event on
                  the Relevant Rent Review Date (as hereinafter defined) and
                  with the rent review dates occurring on every fifth
                  anniversary of the commencement of the term of the
                  hypothetical lease

         1.2.7    upon the terms and conditions (save as to the rent first
                  hereinbefore reserved but including like provisions for the
                  review of rent) as are herein contained and

         1.2.8    making the assumptions referred to in Paragraph 1.3 and
                  disregarding the matters referred to in Paragraph 1.4 of this
                  Schedule

1.3      The assumptions (if not facts) to be made for the purposes of
         Paragraph 1.2 of this Schedule are as follows:-


<PAGE>   48

         1.3.1    that all the Landlord's and the Tenant's covenants shall have
                  been fully complied with

         1.3.2    that the Demised Premises are fit and available for immediate
                  occupation and use and may be lawfully used for any of the
                  users referred to in Paragraph 1.3.3

         1.3.3    that this Lease permitted the Demised Premises to be used for
                  whichever of the following as would command the higher rental
                  value at the Relevant Rent Review Date namely:

                  1.3.3.1  the user hereby permitted and

                  1.3.3.2  any user within Use Classes B1 of the Town and
                           Country Planning (Use Classes) Order 1987 (as
                           enacted at the date hereof)

         1.3.4    that if the Demised Premises have been destroyed or damaged
                  they have been fully restored and

1.4      The matters to be disregarded for the purposes of Paragraph 1.2 of
         this Schedule are as follows:-

         1.4.1    any effect on rent of the fact that the Tenant or an
                  undertenant may have been in occupation of the Demised
                  Premises

         1.4.2    any goodwill attached to the Demised Premises by reason of
                  any trade or business carried on therein by the Tenant or any
                  undertenant

         1.4.3    any effect on rent of any improvement carried out on or after
                  the date of this Lease by the Tenant or any undertenant at
                  its own expense within 21 years of the Relevant Rent Review
                  Date with the Landlord's written consent otherwise than in
                  pursuance of an obligation to the Landlord or its
                  predecessors in title and only to the extent that the
                  Landlord or its predecessors in title have made no
                  contribution either by direct payment or by rent abatement

         1.4.4    any diminishing effect on rent of any alterations or internal
                  partitioning of or other works to the Demised Premises
                  carried out by the Tenant or any undertenant during the Term
                  or during any period of occupation prior to the date of this
                  Lease


<PAGE>   49

         1.4.5    any diminishing effect on rent of any statutory restriction
                  or regulation of the amount of rent obtainable for the
                  Demised Premises or any part thereof

         1.4.6    any effect on rent of the matters set out or referred to in
                  the Fourth Schedule to this Lease

         1.4.7    all trade fixtures and fittings affixed to the Demised
                  Premises either by the Tenant or any undertenant and

         1.4.8    the fact that any VAT is payable in respect of the rents
                  hereby reserved and the amount of any such VAT

2        On and after each one of the Rent Review Dates the rent first
hereinbefore reserved shall be whichever is the higher of:-

2.1      the yearly rent operative immediately before that one of the Rent
         Review Dates (herein referred to as "the Relevant Rent Review Date")
         and

2.2      the open market rent of the Demised Premises on the Relevant Rent
         Review Date

3        If the Landlord and the Tenant shall be able to agree on the amount of
rent reserved pursuant to Paragraph 2 (hereinafter called "the new rent") such
agreement shall be recorded in a memorandum to be endorsed on or attached to
this Lease and signed by both parties (but that memorandum shall be regarded as
evidential only and its absence shall not affect the liability of the Tenant to
pay the new rent)

4.1      If three months before the Relevant Rent Review Date the Landlord and
         the Tenant shall not have agreed on the new rent to commence on the
         Relevant Rent Review Date the Landlord may at any time thereafter (but
         before the Rent Review Date next following the Relevant Rent Review
         Date) require an independent surveyor (hereinafter called "the
         Independent Surveyor") to determine the open market rent

4.2      If six months after the Relevant Rent Review Date the Landlord and the
         Tenant shall not have agreed on the new rent and the Landlord shall
         not have required the Independent Surveyor to determine the open
         market rent under Paragraph 4.1 of this Schedule then the Tenant may
         at any time thereafter require the Independent Surveyor to determine
         the open market rent

<PAGE>   50
5        The Independent Surveyor (who shall be a Chartered Surveyor qualified
for at least ten years having substantial recent experience in valuing property
in the same area and of a like kind and character to the Demised Premises) may
be agreed upon by the Landlord and the Tenant and in default of such agreement
shall be appointed by the President for the time being of the Royal Institution
of Chartered Surveyors on the application of the Landlord or the Tenant If the
said President shall for any reason not be available or be unable to make such
appointment at the time of the application therefor then the appointment may be
made by the Vice-President or next senior officer of the said Institution then
available and able to make such appointment or if no such officer of the said
Institution shall be so available and able by such officer of such professional
body of surveyors as the Landlord shall designate (and any reference hereafter
to the said President shall be deemed to include a reference to such
Vice-President or other officer)

6.1      Notice in writing of his appointment shall be given by the Independent
         Surveyor to the Landlord and the Tenant and he shall invite each to
         submit within a specified period (which shall not exceed four weeks) a
         valuation accompanied if desired by a statement of reasons

6.2      The Independent Surveyor shall act as an arbitrator unless the
         Landlord shall in its absolute discretion require him to act as an
         expert

6.3      The Independent Surveyor shall give notice in writing of his decision
         to the Landlord and the Tenant within two months of his appointment or
         within such extended period as the Landlord may determine

6.4      If the Independent Surveyor comes to the conclusion that the open
         market rent of the Demised Premises on the Relevant Rent Review Date
         is or was less than the yearly rent operative immediately before the
         Relevant Rent Review Date (hereinafter called "the current rent") the
         new rent shall be the current rent and the decision of the Independent
         Surveyor shall so state

6.5      If the Independent Surveyor acts as an arbitrator the arbitration
         shall be conducted in accordance with the Arbitration Acts 1996

6.6      If the Independent Surveyor acts as an expert

         6.6.1    his fees and expenses including the cost of his nomination
                  shall follow his determination but the Landlord and the
                  Tenant shall otherwise bear their own costs and

         6.6.2    the Independent Surveyor shall afford the Landlord and the
                  Tenant an opportunity to make representations to him


<PAGE>   51

6.7      If either the Landlord or the Tenant shall fail to pay costs or fees
         and expenses awarded against it by the Independent Surveyor under the
         provisions hereof within 21 days of the same being demanded by the
         Independent Surveyor then the other party shall be entitled to pay the
         same and the amount so paid shall be repaid on demand by the party
         chargeable

7        If the Independent Surveyor shall fail to determine the open market
rent and give notice thereof within the time and in the manner hereinbefore
provided or if he shall relinquish his appointment or die or if it shall become
apparent that for any reason he will be unable to complete his duties hereunder
the Landlord may apply to the said President for a substitute to be appointed
in his place which procedure may be repeated as many times as necessary


8        In the event that by the Relevant Rent Review Date the Landlord and
the Tenant shall not have reached agreement as provided for in paragraph 3 and
the Independent Surveyor shall not have given the notice provided for in
paragraph 6.3 of this Schedule then the Tenant shall continue to pay rent at
the rate of the current rent on each day appointed by this Lease for payment of
rent until such agreement shall be reached or the said notice shall be given to
him whichever shall first occur Within 14 days after such agreement shall have
been reached or the said notice shall have been given to him (as the case may
be) the Tenant shall pay to the Landlord as arrears of rent an amount equal to
the difference between the new rent and the rent actually paid for the period
commencing on the Relevant Rent Review Date together with interest thereon in
this context only calculated at the rate of Two per cent below the Prescribed
Rate for the period commencing on the Relevant Rent Review Date to the date of
payment if such payment is made within such period of 14 days and if payment is
not made within such period of 14 days calculated at the Prescribed Rate for
the period commencing on the Relevant Review Date to the date of payment of the
said amount

9        If on any one of the Rent Review Dates there shall be in force any
enactment which shall relate to the control of rents and which shall restrict
interfere with or affect the Landlord's right to revise the rent first
hereinbefore reserved in accordance with the terms hereof or to receive the new
rent then the Landlord shall be entitled following each removal or modification
of such enactment to serve notice (hereinafter called "an interim notice") upon
the Tenant and from and after the date of service of such interim notice until
the next Rent Review Date or the service of the next interim notice (whichever
shall first occur) the rent


<PAGE>   52

first hereinbefore reserved shall be increased to whichever is higher of the
open market rent at the date of service of the interim notice or the rent
payable immediately prior thereto and the provisions of this Schedule shall
apply accordingly with the substitution of the said date of service for the
Relevant Rent Review Date

10       Time shall not be of the essence in respect of any period of time
referred to in this Schedule

                     THE SECOND SCHEDULE ABOVE REFERRED TO
                    (MATTERS TO WHICH THE DEMISE IS SUBJECT)

1        The Property and Charges Register of Title Number SY331943 as
disclosed by Office Copies dated 28th April 1999


2        Agreement under Section 106 of the Town and Country Planning Act 1990
dated the 28th April 1995 and made between Runnymede Borough Council of the one
part and Richard Cook Limited of the other part

3        Agreement under Section 115 of the Highways Act 1980 dated the 18th
January 1996 and made between Runnymede Borough Council of the one part and
Richard Cook Limited of the other part

4        Agreement under Section 142 of the Highways Act 1980 dated the 18th
January 1996 and made between Runnymede Borough Council of the one part and
Richard Cook Limited of the other part


                              THE THIRD SCHEDULE
                       (Authorised Guarantee Agreement)

1        The Tenant as primary obligor and not as guarantor covenants with the
         Landlord:-

1.1      During the Term or if applicable until completion of an assignment of
         the Lease which is not an excluded assignment as defined in Section 11
         of the Act the Tenant shall pay the rent when due and perform the
         covenants and other terms of the Lease

1.2      In case of default by the Assignee to pay on demand the Rents and so
         far as required by the Landlord to observe and perform the covenants
         and other terms of the Lease

And the Tenant indemnifies the Landlord against all losses damages costs and
expenses suffered or incurred by the Landlord as a result of any default by the
Assignee


<PAGE>   53

1.3      The liability of the Tenant under this Schedule shall not be effected
         in any way by:-

         1.3.1    any neglect or forbearance of the Landlord in enforcing
                  payment of any rent or the observance or performance of the
                  covenants and provisions of the Lease

         1.3.2    any time or indulgence given to the Assignee by the Landlord

         1.3.3    any time or indulgence given to or the release of any person
                  who is a guarantor or who is otherwise liable for the
                  performance of the tenant's obligations under the Lease

         1.3.4    any refusal by the Landlord to accept rent from the Assignee
                  or his successors following a breach of covenant by the
                  Assignee

         1.3.5    any licence or consent granted to the Assignee pursuant to
                  the terms of the Lease

         1.3.6    any assignment of the Lease except to the extent the Assignee
                  is released by statute

         1.3.7    the death of the Assignee (if an individual) or the
                  dissolution of the Assignee (if a company)

         1.3.8    a surrender of part of the Demised Premises except that the
                  Tenant shall have no liability in relation to the surrendered
                  part in respect of any period following the date of surrender

         1.3.9    the Assignee or any other person who is a guarantor ceasing
                  to exist or any legal limitation or incapacity relating to
                  them

         1.3.10   any other matter or thing whereby but for this provision the
                  Tenant would have been released

1.4      The Tenant undertakes to the Landlord not (without the prior consent
         of the Landlord) to make a claim on the Assignee under any right of
         subrogation or indemnity or to take any security from the Assignee and
         where any such security is taken from the Assignee and enforced by the
         Surety to hold the proceeds of such enforcement on trust for the
         Landlord


<PAGE>   54

1.5      If the Lease shall be disclaimed the Tenant will if the Landlord shall
         by notice in writing six months after such disclaimer so require take
         from the Landlord a lease of the Demised Premises for a term equal to
         the residue of the term at the time of such disclaimer at the same
         rent as was payable immediately prior to such disclaimer subject to
         the same covenants and conditions (including as to rent review) as in
         this Lease but without requiring any other person to act as surety
         such new lease to take effect from the date of disclaimer and to be
         granted at the cost of the Tenant who shall execute and deliver to the
         Landlord and counterpart of it


SIGNED as a DEED by MELITA HOUSE
INCORPORATED acting by its [attorney]
in the presence of:-


                                            Attorney

Witness Signature

Witness Name

Witness Address






EXECUTED as a DEED of MELITA EUROPE
LIMITED acting by                   (director)
and                        (director/secretary)


                                                                       Director



                                                                      Secretary