<PAGE>   1

                                                                   EXHIBIT 10.67



                                 19th May 1999


                            SCOTTISH WIDOWS' FUND AND
                             LIFE ASSURANCE SOCIETY



                          EPICOR SOFTWARE (UK) LIMITED



                           EPICOR SOFTWARE CORPORATION





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

                                      LEASE
                            OF COMMERCIAL PREMISES AT
                        BLOCK C THE ARENA DOWNSHIRE WAY,
                                    BRACKNELL

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

<PAGE>   2

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                              PAGE
<S>                                                                                 <C>

1.  INTERPRETATION .............................................................      1

    Definitions ................................................................      1
    Construction ...............................................................      6

2.  DEMISE AND RENTS ...........................................................      6

3.  RENT REVIEW ................................................................      7

4.  TENANT'S COVENANTS .........................................................      7

5.  LANDLORD'S COVENANTS .......................................................      7

6.  PROVISOS ...................................................................      7

7.  GUARANTOR'S COVENANTS ......................................................      8

8.  RECORD OF WHETHER A NEW TENANCY ............................................      8

THE FIRST SCHEDULE .............................................................      8

    Part I The Estate ..........................................................      8
    Part II The Demised Premises ...............................................      8
    Part III Rights Granted ....................................................      8
    Roads ......................................................................      8
    Services ...................................................................      9
    Open Spaces ................................................................      9
    Entry to adjoining premises ................................................      9
    Estate signs ...............................................................      9
    Part IV Rights Excepted and Reserved .......................................     10
    Services ...................................................................     10
    Light and air ..............................................................     10
    Support and shelter ........................................................     10
    Entry for works to provide Services and for purposes of these Presents .....     10
    Works to and use of adjoining premises .....................................     11
    Other easements ............................................................     11
    Part V Documents referred to in Clause 2 ...................................     12

THE SECOND SCHEDULE ............................................................     12

    Rent Review ................................................................     12

THE THIRD SCHEDULE .............................................................     15

    Part I Particulars of the Landlord's Expenses ..............................     15
    Part II Calculation and payment of the Service Charge and provision of
    the Services ...............................................................     17
</TABLE>

<PAGE>   3

<TABLE>
<S>                                                                                 <C>
THE FOURTH SCHEDULE ............................................................     18

    Tenant's Covenants .........................................................     18
    Pay rents ..................................................................     18
    Pay outgoings ..............................................................     19
    Common expenses ............................................................     19
    Repair .....................................................................     20
    Decoration maintenance and cleaning ........................................     20
    Yield up ...................................................................     21
    Permit entry for Landlord and others .......................................     22
    Remedy wants of repair and entry for Landlord on Default ...................     23
    Letting and dealing boards .................................................     23
    Notices ....................................................................     23
    Statutory requirements .....................................................     24
    Planning ...................................................................     24
    Alterations ................................................................     26
    Signs ......................................................................     27
    Dangerous and deleterious substances .......................................     27
    Use of Common Parts and Services ...........................................     27
    Refuse regulation ..........................................................     28
    Fire precautions ...........................................................     28
    Securing unoccupied premises ...............................................     28
    Regulations ................................................................     28
    Loadings ...................................................................     28
    User .......................................................................     29
    Insurers' requirements .....................................................     29
    Notify damage by Insured Risks .............................................     29
    Pay irrecoverable insurance moneys .........................................     30
    Prevent encroachments ......................................................     30
    Alienation .................................................................     30
    Underlettings ..............................................................     32
    Further provisions relating to underleases .................................     34
    Sharing Occupation .........................................................     35
    Disclosure of Information ..................................................     35
    Register devolutions .......................................................     35
    Notify matters affecting Guarantor's covenants .............................     35
    Compensation ...............................................................     36
    Reimburse Landlord's expenses ..............................................     36
    Indemnify Landlord .........................................................     36
    Costs ......................................................................     36
    Value Added Tax ............................................................     38
    Comply with title matters ..................................................     38
    Service Charge .............................................................     38

THE FIFTH SCHEDULE .............................................................     38

    Landlord's Covenants .......................................................     38
    Quiet enjoyment ............................................................     38
</TABLE>

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<TABLE>
<S>                                                                                 <C>
    Insurance ..................................................................     38

THE SIXTH SCHEDULE .............................................................     39

    Provisos Agreements and Declarations .......................................     39
    Forfeiture .................................................................     39
    Distress ...................................................................     40
    Notices ....................................................................     41
    L & T A compensation exclusion .............................................     41
    Suspension of rent .........................................................     41
    Determination on destruction ...............................................     42
    Landlord to have insurance moneys on frustration ...........................     42
    Double insurances ..........................................................     42
    Alterations to the Services ................................................     42
    Interruption of Services ...................................................     43
    Disclaimer .................................................................     43
    Interest on unpaid rents and other moneys ..................................     43
    Non-acquisition of easements ...............................................     44
    Modification of Regulations ................................................     44
    Rent acceptance when breach exists .........................................     44
    Tenant's covenants fully enforceable .......................................     45
    Disputes with adjoining owners .............................................     45
    Warranty disclaimer ........................................................     45
    Enforcement of Landlord's covenants ........................................     45
    Management Company .........................................................     45
    Jurisdiction ...............................................................     46
    Service of process .........................................................     46

THE SEVENTH SCHEDULE ...........................................................     46

    Regulations ................................................................     46

THE EIGHTH SCHEDULE ............................................................     47

    Guarantor's Covenants ......................................................     47
    Guarantee of Tenant's obligations ..........................................     47
    Accept new lease ...........................................................     48
    Continuing guarantee .......................................................     49
    AGA ........................................................................     49
</TABLE>

<PAGE>   5
THIS LEASE is made on 19th May 1999

BETWEEN

SCOTTISH WIDOWS' FUND AND LIFE ASSURANCE SOCIETY whose principal office is
situate at 15 Dalkeith Road Edinburgh EH16 5BU (the LANDLORD)

EPICOR SOFTWARE (UK) LIMITED (formerly known as Platinum Software U.K. Limited)
(registered number 2649027) whose registered office is at c/o Osborne Clarke 6-9
Middle Street London EC1A 7JA (the TENANT)

EPICOR SOFTWARE CORPORATION a company incorporated under the laws of the State
of Delaware in the United States of America having a principal place of business
at 195 Technology Drive Irvine California 92718 USA (the Guarantor)

NOW THIS DEED WITNESSES as follows:

INTERPRETATION

DEFINITIONS

1.1 In this Lease unless the context otherwise requires the following
expressions shall have the following meanings:

AUTHORISED GUARANTEE AGREEMENT means an authorised guarantee agreement with
respect to the performance by an assignee of the tenant's covenants in these
Presents to be entered into by the Tenant pursuant to sub-paragraph 27.6 of the
Fourth Schedule such agreement to be in accordance with the provisions of
Section 16 of the Landlord and Tenant (Covenants) Act 1995 and subject thereto
to be in such term as the Landlord may reasonably require

BASE RATE means the base rate of National Westminster Bank plc from time to time
ruling or if the same shall become incapable of determination such reasonable
rate of interest as the Landlord may from time to time specify in substitution
therefor

BASIC RENT means to the clear yearly rent of Six hundred and thirty-one thousand
two hundred and forty pounds (pound sterling 631,240) as increased from time to
time pursuant to the Second Schedule

CERTIFICATE means the certificate signed by (at the Landlord's proper
discretion) the Landlord's Surveyor or the Landlord's accountants or auditors
(acting as an expert and not as an arbitrator) as soon after the end of the
Relevant Financial Year as reasonably practicable and relating to such year
which certificate shall contain a fair summary of the Landlord's Expenses for
the Relevant Financial Year

<PAGE>   6
COMMON PARTS means those parts of the Estate which are not included in or are
not designed to be included in a demise under a lease in form similar to these
Presents including the main service roads pavements roundabouts and common areas
shown edged green on the Plan

DEMISED PREMISES means the land and premises more particularly described in Part
II of the First Schedule and any part thereof together with all buildings now or
hereafter erected thereon all additions alterations and improvements thereto and
the fixtures and fittings therein (other than tenant's and trade fixtures and
fittings)

ESTATE means the land and premises known as The Arena Bracknell shown for
identification edged blue on the Plan annexed hereto and more particularly
described in Part I of the First Schedule and shall include or exclude as the
case may be such alterations or additions thereto and the roundabout on
Downshire Way Bracknell at the entrance to the Estate if the Landlord shall have
agreed to maintain the same as the Landlord may from time to time reasonably
designate

FINANCIAL YEAR means the year ending on 31 December in each year or such other
date as the Landlord may in its discretion from time to time determine and
notify the Tenant and RELEVANT FINANCIAL YEAR shall be construed accordingly

INSURED RISKS means the risks of fire storm tempest flood lightning explosion
and in peacetime aircraft and articles dropped therefrom malicious damage impact
plant and machinery cover overflowing of tanks bursting of pipes and such other
risks as the Landlord shall from time to time insure except always such risks as
cannot reasonably be insured by the Landlord on satisfactory terms or as the
Landlord's insurers or underwriters have refused to insure (subject in all cases
to any excesses exclusions and limitations imposed by the insurers or
underwriters)

LANDLORD includes the estate owner for the time being of the reversion
immediately expectant on the Termination of the Term

LANDLORD'S EXPENSES means the costs outgoings and other expenditure paid or
incurred by the Landlord during the Relevant Financial Year in connection with
the provision of the Services or other costs incurred for the benefit of tenants
or occupiers of the Estate or for the preservation or enhancement thereof
including (without limitation) those under the heads of expenditure set out in
Part I of the Third Schedule and such reasonable part of all such expenses
outgoings and expenditure which are of a periodically recurring nature (whether
recurring by regular or irregular intervals) whenever paid or incurred and
whether prior to the commencement of the Term or otherwise including a sum or
sums of money by way of reasonable provision for anticipated expenditure or for
replacement or depreciation as the Landlord or the Landlord's Surveyor (as the
case may be) may in its discretion allocate to the Relevant Financial Year as
being fair and reasonable in the circumstances



                                     Page 2
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LANDLORD'S SURVEYOR means any firm of surveyors or surveyor (not the Surveyor)
appointed or acting on behalf of the Landlord to perform the role or function of
a surveyor for any purpose under these Presents

LETTABLE SPACE means the gross external floor area (as certified by the
Landlord's Surveyor whose decision shall be final and conclusive thereon save in
the case of manifest error) of the buildings erected upon the Estate which are
capable of exclusive beneficial occupation

OPEN MARKET RENT means the clear yearly rent at which the Demised Premises
(including any storage areas in the roof space) might reasonably be expected to
be let at the Relevant Review Date by a willing landlord to a willing tenant in
the open market with vacant possession and without fine or premium for a term
equal to the contractual term hereby granted but commencing on the Relevant
Review Date at the rate applicable after the expiry of any rent free or reduced
rent period which might be allowed by the willing landlord to the willing tenant
for the purposes of fitting out assuming (if not a fact) that:

(a)     the Estate including the Demised Premises and all buildings comprised
        therein are then in existence and the Demised Premises enjoy all rights
        necessary for the full beneficial use thereof and if damaged (i) are
        fully restored and (ii) the provisions of paragraph 6 of the Sixth
        Schedule do not apply

(b)     the willing tenant has received the benefit of any rent free or reduced
        rent period or any other inducement which it might then be the practice
        in the open market for a willing landlord to allow or make to a willing
        tenant for the purposes of fitting out

(c)     all the covenants stipulations and conditions contained in these
        Presents have been duly and fully performed observed and complied with

(d)     no work has been carried out to the Demised Premises, by the Tenant any
        undertenant or their respective predecessors in title during the Term or
        during any period of occupation prior to the date of this Lease which
        would diminish the letting value thereof

(e)     the willing tenant is with others in the open market for the Demised
        Premises

(f)     (notwithstanding any act omission or default of the Tenant or other
        circumstance) the Demised Premises are fit and ready for immediate
        occupation and use and can lawfully be used for the use permitted by
        this Lease and include good quality carpets commensurate with high class
        offices

and on a lease which shall otherwise contain the same terms and provisions in
all respects as these Presents (including the provisions for review of the Basic
Rent



                                     Page 3
<PAGE>   8

herein contained) other than the amount of the Basic Rent there being
disregarded any effect on rent of:

(A)     the fact that the Tenant or any lawful sub-tenant or their respective
        predecessors in title has been in occupation of the Demised Premises

(B)     any goodwill attached to the Demised Premises by reason of the carrying
        on thereat of the business of the Tenant or any lawful sub-tenant or
        occupier or their respective predecessors in such business

(C)     any alterations or works lawfully carried out by the Tenant or any
        lawful sub-tenant or occupier at its own expense within 21 years of the
        Relevant Review Date with the Landlord's written consent otherwise than
        in pursuance of an obligation to the Landlord or its predecessors in
        title

(D)     the absence of any allowance or discount for loss of use of the Demised
        Premises whilst any fitting out works alterations or improvements are
        being carried out or for the time or cost of the same

(E)     all Statutory Rent Restrictions

PERMITTED PART MEANS:

(a)     in relation to any one floor only not more than two parts of that floor
        being in each case no less than 3,600 square feet and no more than 4,500
        square feet;

(b)     subject to paragraph (a) above a unit comprising not less than one or
        more whole floors

PERPETUITY PERIOD means the period expiring on the sooner of eighty years from
the date hereof and the Termination of the Term

PLAN means the plan annexed

PLANNING ACTS means the Town & Country Planning Act 1990 the Planning (Listed
Buildings and Conservation Areas) Act 1990 the Planning (Hazardous Substances)
Act 1990 the Planning (Consequential Provisions) Act 1990 the Planning and
Compensation Act 1991 the Local Government and Land Act 1980 the Local
Government (Miscellaneous Provisions) Act 1982 the Housing and Planning Act 1986
and any Act for the time being in force of a similar nature and any laws and
regulations intended to control or regulate the construction demolition
alteration or change of use of land or buildings or to preserve or protect the
environment or the national heritage

THESE PRESENTS means this Lease any licence or consent granted pursuant hereto
and any variation hereof and any deed or instrument made supplemental hereto



                                     Page 4
<PAGE>   9

PRESCRIBED RATE means four per centum per annum above Base Rate compounded with
rests on the Rent Days such rate to apply as well after as before any judgment

REGULATIONS means the regulations set out in the Seventh Schedule and any
variations or additions thereto notified in writing to the Tenant from time to
time and made by or on behalf of the Landlord for the proper management care or
security of the Estate or the comfort safety or convenience of the occupants
thereof or persons resorting thereto in accordance with the principles of good
estate management

RENT DAYS mean 1 January 1 April 1 July and 1 October in each year and RELEVANT
RENT DAY shall be construed accordingly

REVIEW DATE means 25 March 2004 and each successive fifth anniversary of such
date during the Term but shall also be construed subject to the provisions of
paragraph 8 of the Second Schedule and RELEVANT REVIEW DATE shall be construed
accordingly

REVIEW PERIOD means the period between a Review Date and the next succeeding
Review Date or the Termination of the Term (as the case may be) and RELEVANT
REVIEW PERIOD shall be construed accordingly

SERVICE CHARGE means the amounts payable by the Tenant pursuant to the Third
Schedule

SERVICES means the services rendered works undertaken and obligations assumed
by or on behalf of the Landlord pursuant to paragraph 3 of the Fifth Schedule or
under the provisions of the Third Schedule and any other services provided by or
on behalf of the Landlord to the Estate or for the general benefit of the
tenants and occupiers thereof or any portion thereof

STATUTORY RENT RESTRICTIONS means restrictions imposed by any statute for the
time being in force and any regulations or orders made thereunder which operate
to impose any limitation whether in time or amount on the review of the Basic
Rent and/or the collection of an increase in the Basic Rent

SURVEYOR means an independent chartered surveyor of recognised standing
experienced in the valuation and letting of premises so far as practicable of
similar character or comparable to the Demised Premises in the locality thereof
or if there are no such premises locally then in the same region as the Demised
Premises or nationally (as the case may require)

TENANT includes its successors in title and assigns

TERM means the term hereby granted and shall include any extension holding over
or continuation thereof whether by statute agreement or otherwise



                                     Page 5
<PAGE>   10
TERMINATION of the TERM means the determination of the Term whether by effluxion
of time re-entry or otherwise howsoever

VALUE ADDED TAX means Value Added Tax and any other tax replacing or
supplementing the same from time to time

CONSTRUCTION

1.2 These Presents shall unless the context otherwise requires be construed on
the basis that:

(a)     where the Tenant for the time being or any guarantor of these Presents
        comprises more than one person covenants and obligations at any time
        assumed by the Tenant or any such guarantor (as the case may be) shall
        be construed as made by all such persons jointly and severally

(b)     the Term shall be deemed to commence for all purposes on the date of
        commencement specified in Clause 2

(c)     references to any Act of Parliament order instrument regulation
        direction or plan shall be deemed also to refer to any statutory or
        other modification or re-enactment thereof from time to time in force
        and to include any requirement having the force of law in the United
        Kingdom and any subordinate legislation order instrument regulation
        direction or plan from time to time in force made or issued thereunder
        or deriving validity therefrom or from any enactment repealed thereby or
        under any such modification or re-enactment

(d)     any covenant on the part of the Tenant not to do any act or thing shall
        include an obligation on the part of the Tenant not to permit or suffer
        such act or thing

(e)     words denoting one gender include the other genders and words denoting
        persons include firms and corporations and vice versa

(f)     clause and paragraph headings shall not affect the interpretation of
        these Presents

DEMISE AND RENTS

2. In consideration of the rents hereby reserved and the covenants on the part
of the Tenant and of the Guarantor and the conditions hereinafter contained the
Landlord at the request of the Guarantor HEREBY DEMISES unto the Tenant the
Demised Premises TOGETHER WITH (but to the exclusion of all others) so far as
the Landlord is able to grant the same the rights set out in Part III of the
First Schedule EXCEPTING AND RESERVING unto the Landlord and to all other
persons from time to time properly authorised by the Landlord or entitled
thereto the rights set out in Part IV of the First Schedule TO HOLD



                                     Page 6
<PAGE>   11

the same unto the Tenant SUBJECT TO all rights of light and air and all other
easements rights and privileges (if any) affecting the Demised Premises and in
particular (but without prejudice to the generality of the foregoing) the rights
covenants and other matters more particularly contained or referred to in the
documents short particulars whereof are set out in Part V of the First Schedule
for a term of 20 years commencing on 25 March 1999 YIELDING AND PAYING therefor
unto the Landlord without deduction set-off or counterclaim (except such as the
Tenant may be required by law to deduct notwithstanding any stipulation to the
contrary):

(a)     BASIC RENT: yearly during the Term and so in proportion for any period
        less than a year the Basic Rent which shall be paid whether or not
        demanded in advance by equal quarterly payments on each of the Rent Days
        except the first payment which shall be made on 1 January 2000 in
        respect of the period from and including 14 February 2000 to (but
        excluding) the Rent Day next following 14 February 2000

(b)     INSURANCE RENT: by way of further rent on demand amounts equal to the
        cost of insurance incurred from time to time by the Landlord in respect
        of the Demised Premises and of the valuation for insurance purposes
        respectively referred to in paragraphs 1(b) and 1(c) of the Fourth
        Schedule

(c)     FURTHER RENT: by way of further rent all interest and other amounts
        properly payable TO the Landlord under these Presents

(d)     VALUE ADDED TAX: the Value Added Tax which is or may be chargeable (by
        reason of an election of the Landlord or otherwise) in respect of the
        rents reserved by Clauses 2(a) (b) and (c) of this Lease

RENT REVIEW

3. The Basic Rent shall be reviewed and (if appropriate) increased at the times
and in manner set out in the Second Schedule

TENANT'S COVENANTS

4. The Tenant covenants with the Landlord in manner set out in the Third and
Fourth Schedule

LANDLORD'S COVENANTS

5. The Landlord covenants with the Tenant in manner set out in the Third and
Fifth Schedule

PROVISOS

6. It is agreed and declared in manner set out in the Sixth Schedule



                                     Page 7
<PAGE>   12

GUARANTOR'S COVENANTS

7. The Guarantor covenants with and guarantees to the Landlord in manner set out
in the Eighth Schedule

RECORD OF WHETHER A NEW TENANCY

8. It is hereby recorded that the tenancy created by this Lease is a new tenancy
within the meaning of Section 1(3) of the Landlord and Tenant (Covenants) Act
1995

DULY DELIVERED AS A DEED on the date inserted on page 1


                               THE FIRST SCHEDULE

                                     PART I
                                   THE ESTATE

The premises known as The Arena Downshire Way Bracknell as the same is
registered under Title Numbers BK342637 and BK346603

                                     PART II
                              THE DEMISED PREMISES

ALL THAT piece or parcel of land situate and forming part of the Estate and
known AS Block C The Arena Downshire Way Bracknell and shown edged red on the
Plan annexed hereto together with the buildings erected thereon

                                    PART III
                                 RIGHTS GRANTED

The following rights (in common with the Landlord and all others now or
hereafter entitled to the like rights and subject to compliance with the
Regulations and with right for the Landlord from time to time to alter modify or
add to the same so long as not materially less commodious rights are provided):

ROADS

1. To pass and repass at all times and for all purposes connected with access to
and egress from the Demised Premises over and along such of the roads and
footpaths or parts thereof from time to time during the Perpetuity Period
constructed on the Estate forming part of the Common Parts as have not been
adopted by the Local Authority as maintainable by such Authority (but subject to
any reasonable regulations as to direction of traffic flow thereover or other
reasonable traffic control arrangements)



                                     Page 8
<PAGE>   13

SERVICES

2. To use all drains sewers channels and watercourses and water gas and electric
conduits mains pipes wires and cables or other conducting media and all or any
other services now or hereafter during the Perpetuity Period provided for the
Demised Premises and laid in under or over the adjoining or neighbouring land
(if any) belonging to the Landlord or in under or over any other property across
which the Landlord shall have rights to carry the same for the passage of
surface water and sewage from and water gas electricity and other services to
and from the Demised Premises

OPEN SPACES

3. To use for recreational purposes in accordance with reasonable regulations
made from time to time by the Landlord in the interests of good estate
management the landscaped areas forming part of the Common Parts

ENTRY TO ADJOINING PREMISES

4. To enter upon the said adjoining or neighbouring land (if any) and on any
other property across which the Landlord shall have such rights as aforesaid (if
any) at all reasonable times and (except in case of emergency) upon reasonable
notice and prior appointment with the Landlord or (as the case may be) with the
adjoining owners and occupiers and subject to compliance with any other
conditions restrictions and provisions affecting the exercise of such rights for
the purpose of inspecting maintaining cleansing repairing renewing and replacing
the said sewers drains pipes and cables and all connections thereto and any
boundary structures erected by the Tenant or belonging to the Demised Premises
provided that the Tenant in exercising such rights shall do so as expeditiously
as possible with all due diligence causing as little damage and inconvenience as
possible and not interfering with any buildings or structures erected thereon
and forthwith make good to the reasonable satisfaction in all respects of the
Landlord or the owners and occupiers of the said land all damage or disturbance
thereby occasioned

ESTATE SIGNS

5. The right to have the Tenant's and any lawful occupiers name and corporate
logo installed on any Estate signs maintained by the Landlord from time to time
in keeping with the size and style of the signs from time to time of the Estate



                                     Page 9
<PAGE>   14
                                     PART IV
                          RIGHTS EXCEPTED AND RESERVED


SERVICES

1. The free and uninterrupted passage and running of water soil gas electricity
telephone and other services from and to all other buildings premises and land
whether belonging to the Landlord or not adjoining or near to the Demised
Premises through and along all conduits pipes drains channels watercourses
sewers wires and cables or other conducting media which are now or may hereafter
during the Perpetuity Period be in over or under the Demised Premises together
with the right to connect into the same

LIGHT AND AIR

2. All rights of light air and other easements and rights (but without prejudice
to those expressly herein before granted to the Tenant) now or hereafter
belonging to or enjoyed by the Demised Premises from or over the other parts of
the Estate or any adjacent land or buildings

SUPPORT AND SHELTER

3. The right of support and shelter and all other easements and rights now or
hereafter belonging to or enjoyed by the land and other buildings comprised in
the Estate and/or any adjoining or neighbouring land or buildings

ENTRY FOR WORKS TO PROVIDE SERVICES AND FOR PURPOSES OF THESE PRESENTS

4. The right to enter the Demised Premises at all times in case of emergency and
otherwise at all reasonable times on reasonable notice with or without workmen
and others and all necessary appliances and materials for the purpose of

(a)     inspecting maintaining cleansing repairing altering testing renewing and
        replacing laying and making connections to the said ducts conduits pipes
        drains channels watercourses sewers wires and cables and other
        conducting media and all connections access to and egress from the
        Demised Premises being maintained so far as practicable at all
        reasonable times

(b)     carrying out all works operations or acts necessary to enable the
        Landlord to provide any of the Services or doing any thing whatsoever
        comprised within the Landlord's obligations in respect of the Estate or
        (whether or not within the same) for which the Tenant is liable
        hereunder to make a contribution including for installing and making use
        of meters for services and related conduits and equipment access to and
        egress from the Demised Premises being maintained so far as practicable
        at all reasonable times



                                    Page 10
<PAGE>   15

(c)     for any other purpose mentioned in these Presents including entry by
        security staff (if any) at any time by day or night as it or they shall
        consider fit

the persons exercising such rights causing as little damage as reasonably
practicable to the Demised Premises and making good or procuring the making good
of all damage thereby occasioned as soon as reasonably practicable to the
reasonable satisfaction of the Tenant

WORKS TO AND USE OF ADJOINING PREMISES

5. At all times during the Term without reference to the Tenant or making any
compensation to the Tenant therefor to:

(a)     execute or permit or suffer the execution of works or alterations on or
        to any lands adjoining or near the Demised Premises or the demolition
        rebuilding alteration or extension of any buildings now or hereafter in
        such manner as the Landlord may think fit so long as the rights granted
        to and the Tenant's use and enjoyment of the Demised Premises are not
        materially adversely affected thereby

(b)     use or deal with such lands and buildings and premises adjoining or near
        the Demised Premises in such manner as the Landlord may think fit
        notwithstanding that the access of light or air to the Demised Premises
        or any other liberty easement right or advantage belonging to the Tenant
        may thereby be diminished or interfered with or prejudicially affected
        so long as the rights granted to the Tenant are not adversely affected
        thereby

provided that such rights shall be exercised so as to cause as little
inconvenience to the Tenant as is reasonably practicable and any physical damage
caused to the Demised Premises as a result of the exercise of such rights shall
be made good to the reasonable satisfaction of the Tenant at the expense of the
person causing such damage but the Landlord shall not be liable to the Tenant in
damages or otherwise for any inconvenience or otherwise howsoever in relation to
any such works carried out things done or use or dealing as aforesaid

OTHER EASEMENTS

6. All other easements and rights in the nature of easements or quasi-easements
now enjoyed by the Demised Premises over any property adjoining or near the
Demised Premises or which may at any time during the Perpetuity Period be
acquired over any such property for the benefit of the Demised Premises and to
which the Landlord may be or become entitled



                                    Page 11
<PAGE>   16
                                     PART V
                        DOCUMENTS REFERRED TO IN CLAUSE 2


<TABLE>
<CAPTION>
DATE                  DOCUMENT                   PARTIES
<S>                   <C>                        <C>

18 December 1997      Wayleave Agreement         the Landlord (1) and
                                                 British Telecommunications
                                                 plc (2)

20 March 1997         Section 106 Agreement      Bracknell Forest Borough
                                                 Council (1)
                                                 Clifford Foods Limited (2) and
                                                 Helical Bar Developments (South
                                                 East) Limited (3)

8 April 1997          Highways Agreement         Clifford Foods Limited (1)
                                                 Helical Bar Developments (South
                                                 East) Limited (2)
                                                 Liberty Mutual Insurance
                                                 Company (UK) Limited (3) and
                                                 The County Council of the
                                                 Royal County of Berkshire (4)
                      Section 104 Agreement
</TABLE>

                               THE SECOND SCHEDULE

                                   RENT REVIEW


1. The Basic Rent shall be reviewed as at and (if appropriate) increased on each
Review Date as hereinafter provided and the amount of the Basic Rent payable for
each successive Review Period shall be the Basic Rent which was (or which but
for Statutory Rent Restrictions would have been) payable immediately prior to
the Relevant Review Date increased by the amount (if any) by which the Open
Market Rent as at such Review Date exceeds the Basic Rent at the aforesaid
yearly rate

2. The Landlord and the Tenant shall endeavour to agree the amount of the Open
Market Rent as at each Relevant Review Date but if (for whatever reason) the
Open Market Rent shall not have been unconditionally agreed in writing three
months before the Relevant Review Date either the Landlord or the Tenant may at
any time thereafter (whether before or after the Relevant Review Date) by notice
in writing to the other party require that the determination of the Open Market
Rent be referred to the Surveyor who shall be appointed by the Landlord and the
Tenant or in default of agreement on such appointment by the President (or other
the acting Chief Officer) for the time being of the Royal Institution of
Chartered Surveyors on the written application of the Landlord or the Tenant



                                    Page 12
<PAGE>   17
3. The Surveyor shall act as an expert and not as an arbitrator and invite the
Landlord and the Tenant to submit to him within such time limits as he shall
consider appropriate such written representations and cross representations as
to the amount of the Open Market Rent with such supporting evidence as they may
respectively wish

4. The Surveyor will within two months after his appointment or within such
extended period as the Landlord shall reasonably stipulate give to the Landlord
and the Tenant written notice of the amount of the Open Market Rent as
determined by him and his determination will be final and binding on the parties
to these Presents

5. If the Surveyor shall not have given notice of his determination within the
period and in manner aforesaid or if for any reason it becomes apparent that he
will be unable to do so within such period the Landlord and the Tenant may agree
upon or either of them may apply for a new Surveyor to be appointed in his place
(which procedure may be repeated as many times as may be necessary) provided
always that any such determination given by the Surveyor outside such time limit
but prior to the appointment of a new Surveyor shall be valid and effective but
if given thereafter shall be null and void

6. The Surveyor's reasonable and proper fees or charges (including the costs of
his appointment) shall be borne between the Landlord and the Tenant in such
proportions as the Surveyor shall determine or in the event that no notice of
determination is given equally between the Landlord and the Tenant

7. If the Open Market Rent has not been ascertained (by agreement or
determination) by any Relevant Review Date the Tenant shall pay to the Landlord
until the date when the Open Market Rent has been ascertained as aforesaid the
Basic Rent at the yearly rate payable for the period immediately preceding such
Relevant Review Date and upon the amount of the Basic Rent actually payable from
such Relevant Review Date being ascertained any additional amount payable for
the period commencing on the Relevant Review Date and ending on the Relevant
Rent Day immediately following such ascertainment shall forthwith be paid by the
Tenant to the Landlord together with interest thereon at Base Rate for the
period commencing on the Relevant Review Date (or other the Relevant Rent Day
upon which the relevant proportion of the same would have become due had the
Open Market Rent been ascertained before the Relevant Review Date) and ending on
the date of payment

8. Throughout any period during the Term that Statutory Rent Restrictions shall
apply to prevent or prohibit either wholly or partially:

(a)     the operation of the above provisions for review of the Basic Rent then
        the Relevant Review Date or Dates shall be postponed to take effect on
        the earliest date or dates thereafter upon which such review may occur



                                    Page 13
<PAGE>   18
        and if there shall be a partial relaxation of the Statutory Rent
        Restrictions there shall be a further review of the Basic Rent on the
        earliest date thereafter as aforesaid notwithstanding that the Basic
        Rent may have been increased partially on or since the original Relevant
        Review Date

(b)     the collection of any increase in the Basic Rent or any installment or
        part thereof by the Landlord or the retention thereof at any time after
        collection then the collection of any increase or increases in the Basic
        Rent shall be postponed to take effect on the earliest date or dates
        thereafter that such increase or increases may be collected and/or
        retained in whole or in part and on as many occasions as shall be
        required to ensure the collection of the whole increase

and until the Statutory Rent Restrictions shall be relaxed either partially or
wholly the Basic Rent shall be the maximum sum from time to time permitted by
Statutory Rent Restrictions as applicable

9. On each occasion that the Open Market Rent is ascertained pursuant to this
Schedule the Landlord and the Tenant shall cause a memorandum of the yearly
amount of the Basic Rent payable under these Presents for the Relevant Review,
Period to be endorsed on this Lease and the Counterpart thereof and such
Memorandum shall be signed by or on behalf of the Landlord and Tenant
respectively

10. For the avoidance of doubt it is declared that:

(a)     the Basic Rent payable for any Review Period shall not be less than the
        amount of the Basic Rent payable for the period immediately preceding
        the commencement of such Review Period

(b)     any agreement between or other memorandum in writing signed by the
        Landlord and Tenant as to the amount of the Open Market Rent as at any
        Review Date or the amount of the Basic Rent payable during any Review
        Period shall be valid and binding on the parties hereto notwithstanding
        the appointment of the Surveyor or any application for his appointment
        or the failure in any manner to adhere to the foregoing procedures
        methods or timetables for review of the Basic Rent or determination of
        the Open Market Rent

(c)     time shall not be of the essence in respect of any matter arising or any
        step under this Schedule



                                    Page 14
<PAGE>   19
                               THE THIRD SCHEDULE

                                     PART I
                     PARTICULARS of THE LANDLORD'S EXPENSES

All costs and expenses whatsoever incurred by the Landlord in provision of or
the procuring of the provision of the Services which without prejudice to the
generality thereof shall include the costs (inclusive of Value Added Tax or
other similar tax thereon) of:

1. renewing repairing resurfacing maintaining rebuilding sweeping clearing and
cleansing all ways roads pavements open areas sewers drains pipes cables
watercourses wires conduits petrol interceptors and other conducting media or
equipment which are now or may be at any time during the Perpetuity Period
constructed laid or installed upon the Estate and available for use of occupiers
of Lettable Space (but excluding any such where the use thereof is limited to
the occupiers of particular specified units of Lettable Space) until the same or
any of them are adopted by the Local Authority and repairable by the public at
large

2. the cost of or any contribution paid towards the expense of making repairing
maintaining rebuilding tending planting and cleansing all ways roads pavements
roundabouts sewers drains pipes watercourses and party walls party structures
party fences walls or other conveniences which may belong to or be used for the
buildings on the Estate in common with other premises near or adjoining the
Estate

3. keeping all planted areas within the Common Parts and the roundabout at the
entrance to the Estate properly stocked and tended and all grassed areas therein
regularly mown and any landscaping features or artwork properly repaired cleaned
maintained and as necessary replaced and renewed

4. providing and maintaining Estate directory boards and any other apparatus or
facility provided for the benefit or use of tenants or occupiers of buildings on
the Estate

5. providing maintaining repairing and renewing as necessary the street lighting
on the Estate

6. the repair and maintenance of any part of the Estate which is not occupied by
a tenant or capable of being so occupied if the same were let upon a lease
similar to these Presents

7. the provision of services not specifically dealt with under the above
paragraphs in the interests of good estate management including the hire or
purchase of equipment for the carrying out of the foregoing and the provision of
any facility for the storage of the same



                                    Page 15
<PAGE>   20
8. employing staff either directly or indirectly for the performance of duties
in connection with the maintenance and/or security of the Estate and the
provision of the Services thereto and all incidental expenditure in relation to
such employment including (but without limiting the generality of such
provision) for the payment of statutory and such other insurance health pension
welfare and other payments contributions and premiums industrial training levies
redundancy and similar or ancillary payments which may be required by statute or
otherwise to be paid or which the Landlord may deem desirable or necessary in
respect of such staff and uniforms working clothes tools appliances cleaning and
other materials bins receptacles and other equipment for the proper performance
of their duties

9. fees of any agents reasonably or properly appointed for the general
management of the Estate and staff employed in connection therewith and the fees
and expenses of the Landlord's Surveyor

10. taking all steps deemed desirable or expedient by the Landlord for complying
with and for making representations against or otherwise contesting the instance
of the provisions of any legislation or orders or statutory requirements or
notices thereunder concerning town planning public health highways streets
drainage or other matters relating or alleged to relate to the buildings on the
Estate for which occupiers of such buildings are not directly liable

11. insuring the Common Parts against such risks as the Landlord may from time
to time reasonably consider desirable including third party and public liability
(or reimbursing such costs to the person who may form time to time insure the
same)

12. Any existing or future rates outgoings assessments or charges of any nature
in relation to the Common Parts or any part thereof or the provision of the
Services

Provided always that:

(a)     the Landlord shall be at liberty at any time to review the heads of cost
        expenditure charge or allowance included in the Service Charge as it
        shall in its reasonable discretion consider appropriate in the interests
        of good estate management vary the existing items included in the
        calculation of the Service Charge or to add thereto any items of cost
        expenditure charge depreciation or other allowance provision for future
        anticipated expenditure on or replacement of any installation plant
        machinery equipment or apparatus or rental value of any parts of the
        Estate used in connection with the provision of the services not
        previously included therein and from and after the relevant date of such
        review such variations to or additional items of cost expenditure charge
        allowance



                                    Page 16
<PAGE>   21
        provision or value shall be included in the calculation of the Service
        Charge

(b)     any expenses which are properly recoverable by the Landlord otherwise
        than as a part of the Service Charge from any specific tenant of
        Lettable Space or in the case of Lettable Space available for letting
        would be so recoverable had the same been let on a lease similar to
        these Presents shall not be included in the calculation of the Service
        Charge

(c)     where the Tenant provides any of the Services for the benefit of the
        Demised Premises and the Landlord agrees in writing that such provision
        is in substitution for the obligation of the Landlord hereunder in
        respect thereof then whilst the Tenant provides the same to the Demised
        Premises there shall be omitted from the calculation of the Service
        Charge all items of charge for such of the Services as the Tenant so
        provides


                                    PART III

                  CALCULATION AND PAYMENT OF THE SERVICE CHARGE
                          AND PROVISION OF THE SERVICES

1. The Tenant agrees to pay to the Landlord the Service Charge at the times and
in the manner provided for herein and subject thereto the Landlord shall:

(a)     repair and maintain the roads and footpaths on the Estate unless the
        same are adopted by the Local Authority as highways maintained at the
        public expense

(b)     repair replace renew amend and clean in a good and workmanlike manner
        the sewers and drains in under and upon Common Parts on the Estate
        unless the same are taken over by the Local Authority

(c)     so far as practicable to tend keep clean and tidy and generally to
        maintain the gardens forecourts roadways pathways and open areas on the
        Common Parts

2. The Landlord shall as soon as practicable after the end of the Relevant
Financial Year procure the preparation of the Certificate and the delivery of a
copy thereof to the Tenant and the Tenant shall be entitled upon appointment
made within 3 months of the delivery of the Certificate to inspect and take
copies of the accounts and all vouchers and receipts from which the same was
prepared

3. The Certificate shall save in respect of any manifest error, be conclusive
evidence for the purposes hereof of the matters which it purports to certify



                                    Page 17
<PAGE>   22
4. The Tenant shall on demand accompanied by a copy of the Certificate for the
Relevant Financial Year pay to the Landlord the same proportion of the total of
the Landlord's Expenses as that part of the Lettable Space comprised in the
Demised Premises is of the Lettable Space as shown in the Certificate (or in the
case of any period of less than a year a due proportion thereof) subject however
in each and every case to the deduction therefrom of any interim payments
previously made by the Tenant on account thereof in pursuance of the provisions
herein contained together with Value Added Tax thereon

5. The Tenant shall on each Rent Day pay to the Landlord such sum in advance and
on account of the amount prospectively payable under paragraph 3 hereof as the
Landlord shall consider to be fair and reasonable by standing order or such
other method as the Landlord may reasonably require

6. If it shall be found upon the issue of the Certificate that the aggregate of
the interim payments made by the Tenant to the Landlord during the Relevant
Financial Year in pursuance of paragraph 4 hereof exceeds the amount payable
pursuant to paragraph 3 hereof for the Relevant Financial Year the Landlord
shall forthwith pay or allow to the Tenant the amount of such excess

7. This Part II of this Schedule shall continue to apply notwithstanding the
Termination of the Term but only in respect of the period down to the
Termination of the Term

                               THE FOURTH SCHEDULE

                               TENANT'S COVENANTS

PAY RENTS

1.      To pay to the Landlord:

(a)     the Basic Rent and other rents payable under these Presents at the times
        and in manner as provided in these Presents without any deduction
        set-off or counterclaim except as aforesaid the Basic Rent and any Value
        Added Tax to be paid by means of a banker's standing order or such other
        method as the Landlord may reasonably require

(b)     on demand an amount equal to the full amount (without deduction of any
        agency or other commission paid or allowed to the Landlord on such
        amount or otherwise which the Landlord shall be entitled to retain for
        its own benefit free of any obligation to bring the same into account
        under these Presents) of every premium payable and other payment
        incurred by the Landlord from time to time during the Term in effecting
        and maintaining insurance:

           (i)  in accordance with the provisions of paragraph 2.1 of the Fifth
                Schedule and



                                    Page 18
<PAGE>   23

           (ii) of the Landlord against property owners and third party
                liabilities including those arising under the Defective Premises
                Act 1972

(c)     on demand an amount equal to the cost incurred by the Landlord of
        obtaining from time to time (but no more than once a year) a
        professional valuation of the Demised Premises for insurance purposes

(d)     if the Demised Premises shall be destroyed or damaged by any of the
        Insured Risks on demand an amount equal to any applicable excess under
        any insurance effected by the Landlord under or for the purposes of
        these Presents

PAY OUTGOINGS

2.1 To pay and discharge all existing and future rates taxes duties charges
assessments impositions and outgoings whatsoever (whether parliamentary
parochial local or of any other description and whether or not of a capital or
revenue or non-recurring nature and even though of a wholly novel character)
which are now or may at any time hereafter be assessed charged levied or imposed
upon or payable (a) in respect of the Demised Premises or (b) on or by any
estate owner landlord tenant or occupier in respect thereof (except (subject to
paragraphs 33(f) and 34 of this Schedule) any tax payable by the Landlord as a
direct result of the ownership of or a dealing by the Landlord with its
reversionary interest in the Demised Premises or the receipt by the Landlord of
the Basic Rent)

2.2 If the Demised Premises shall at any time during the Term be unoccupied for
any period during which the Tenant or any other person shall be entitled to
claim or take the benefit of any relief from the payment of general rates or
other outgoings and in consequence the amount of any claim to or benefit of
similar relief which would otherwise be available to the Landlord in respect of
any period following the Termination of the Term if the Demised Premises were
vacant shall or may be reduced or lost to pay to the Landlord on demand in
respect of such period an amount equal to the whole amount of the value to the
Landlord of the claim or benefit which is not available to the Landlord and
which would otherwise have been available to the Landlord in respect of the
Demised Premises had the same been fully occupied throughout the Term and left
unoccupied thereafter (no account being taken of any period of actual occupation
by any person after the Termination of the Term)

COMMON EXPENSES

3. Without prejudice to the generality of any other covenant by the Tenant and
to the extent only that the same are not payable to the Landlord by way of
Service Charge to pay on demand a fair proportion of the costs and expenses of
making repairing maintaining rebuilding renewing replacing lighting insuring
connecting and cleansing all ways roads pavements sewers drains pipes channels



                                    Page 19
<PAGE>   24
watercourses gutters wires cables boundary walls fences party walls structures
open areas and other conveniences which shall at any time belong to or be used
for the Demised Premises in common with other premises near or adjoining thereto
the amount due in case of dispute to be assessed by the Landlord's Surveyor
whose decision shall be final and binding on all parties except in the case of
manifest error Provided Always that in the event that the extent of any such
repair maintenance renewal replacement and cleansing or the increased frequency
thereof is caused directly or indirectly by the particular use by the Tenant of
the Demised Premises or of the services provided thereto by the Landlord or any
part thereof then and in such case the costs and expenses so incurred shall be
apportioned under this paragraph and the Landlord shall procure that the Tenant
shall not be charged with any part of the remainder of such costs and expenses
as part of the Service Charge payable for the Relevant Financial Year in which
the costs and expenses were incurred

REPAIR

4. To put and keep in good and substantial repair and condition and keep clean
the Demised Premises (including the exterior and structure) and as necessary
replace and renew the water ventilation sanitary apparatus heating and/or air
conditioning apparatus and the walls fences roads and other paved areas sewers
drains lifts plant and machinery and appurtenances thereof with all necessary
reparations cleansing and renewal works and amendments whatsoever (regardless of
the age or state of the buildings for the time being comprised in the Demised
Premises) and to replace from time to time all landlord's fixtures fittings and
appurtenances in the Demised Premises which may be or become beyond repair at
any time during or at the Termination of the Term provided that there shall be
excepted damage by any of the Insured Risks unless the insurance of the Demised
Premises effected by the Landlord has been vitiated or prejudiced or payment of
the insurance moneys refused in whole or in part as a consequence of any act or
default of the Tenant or any undertenant or his respective servants agents or
visitors

DECORATION MAINTENANCE AND CLEANING

5. Without prejudice to the generality of the foregoing covenant:

(a)     as and whenever necessary and as to the exterior of the Demised Premises
        in every third year of the Term and as to the interior thereof at
        intervals of not more than five years and also as to both interior and
        exterior during the last year prior to or at the Termination of the Term
        to have prepared and painted or otherwise decorated or treated (as the
        case may be) all surfaces and other portions fabrics and finishes (i)
        usually painted with two coats at least of good quality paint or (ii)
        otherwise decorated or treated with good quality materials and so often
        as may be necessary to have professionally treated in accordance with a
        well approved manner for preserving and protecting the same all other
        parts of the Demised



                                    Page 20
<PAGE>   25

        Premises requiring treatment for preservation and protection and as and
        when necessary to clean make good and treat with suitable preservative
        any rough cast stucco work block panels or walls

(b)     to carry out such painting decoration or other treatment in a proper and
        workmanlike manner to the reasonable satisfaction of the Landlord and in
        accordance with such reasonable directions in regard thereto as may from
        time to time be communicated to the Tenant by or on behalf of the
        Landlord and during the last year prior to or at the Termination of the
        Term in colours tints and materials previously approved in writing by
        the Landlord

(c)     to replace all broken or damaged glass in the Demised Premises as and
        when the same is broken or damaged with glass of the same colour tint
        and specification

(d)     to keep any areas not covered by buildings clear of all rubbish and free
        from weeds and in a neat and tidy condition and all grassed areas
        thereon regularly mown all borders therein properly stocked and tended
        all trees thereon properly lopped topped and pruned

(e)     to clean all windows (both externally and internally) and the window
        frames and other glass comprised in the Demised Premises as necessary
        but at least once in every month

to procure that all electrical and mechanical plant and equipment (including any
lifts and central heating and air conditioning equipment) is properly and
regularly serviced by qualified persons approved in writing by the Landlord or
the Landlord's Surveyor such approval not to be unreasonably withheld or delayed

YIELD UP

6. To yield up the Demised Premises unto the Landlord at the Termination of the
Term so painted treated repaired renewed cleansed maintained amended and kept as
aforesaid and otherwise as shall be in accordance with the covenants and
conditions contained in or imposed by virtue of these Presents and the keys and
all additions and improvements made thereto in the meantime and all fixtures
(other than tenant's and trade fixtures) of every kind in or upon the Demised
Premises or which during the Term may be affixed or fastened to or upon the same
and prior to the Termination of the Term:

(a)     in case any of the said fixtures shall be missing broken damaged
        destroyed or beyond repair forthwith to replace them with others of
        similar quality

(b)     unless released from compliance by written notice given by the Landlord
        prior to the Termination of the Term to remove from the Demised Premises
        all tenant's and trade fixtures and fittings (including partitions



                                    Page 21
<PAGE>   26
        installed by the Tenant) and the Tenant's furniture and effects and in
        the event of any alterations having been made to the Demised Premises to
        reinstate the Demised Premises to the condition in which the same were
        prior to the making of such alterations and to remove any moulding sign
        writing or painting of the name or business of the Tenant and other
        persons from the Demised Premises and

(c)     to make good any damage caused to the Demised Premises by any such
        reinstatement or removal or the removal of the Tenant's fixtures
        fittings furniture and effects

(d)     with new good quality carpets commensurate with high class offices

PERMIT ENTRY FOR LANDLORD AND OTHERS

7. To permit the Landlord its servants and other agents its contractors and
workmen the Surveyor and (if authorised by the Landlord) the owner tenants and
occupiers of any adjoining or neighbouring premises and their respective
servants agents and workmen with all necessary plant machinery equipment tools
and appliances at all times in case of emergency and otherwise at any reasonable
times on reasonable prior notice to enter upon the Demised Premises and remain
thereon for such period as shall be necessary:

(a)     to examine the Demised Premises to ensure that nothing has been done or
        omitted which constitutes or may be or tend to be a breach or
        non-performance of any of the covenants contained in these Presents

(b)     to take schedules or inventories of the fixtures and things to be
        yielded up at the Termination of the Term

(c)     to exercise any rights excepted and reserved and for any other purpose
        connected with the interest of the Landlord in the Demised Premises or
        the disposal or charge thereof

(d)     to enable the Landlord to comply with its covenant contained in
        paragraph 2.3 of the Fifth Schedule to rebuild reinstate and make good
        damage to or destruction of the Demised Premises by any of the Insured
        Risks

(e)     to inspect and measure the Demised Premises and for all purposes
        connected with any intended or pending step under the provisions of Part
        II of the Landlord and Tenant Act 1954 or the operation or
        implementation of the provisions of Clause 3 and the Second Schedule and
        the Tenant shall furnish such information for the said purposes as may
        reasonably be requested in writing by the Landlord or any other person
        who should be permitted entry to the Demised Premises under this
        sub-paragraph



                                    Page 22
<PAGE>   27
(f)     for the purpose of inspecting and executing repairs additions or
        alterations to or upon or maintaining any adjoining or neighbouring
        Premises the person exercising such rights making good to the Tenant all
        damage thereby occasioned to the Demised Premises (but so that the
        Landlord shall be under no liability except in respect of entry
        personally by the Landlord or his duly authorised representatives)

REMEDY WANTS OF REPAIR AND ENTRY FOR LANDLORD ON DEFAULT

8. Forthwith as soon as reasonably practicable to proceed to remedy repair and
make good all wants of repair and of decoration and defects of which notice
shall be given by the Landlord to the Tenant and which the Tenant shall be
liable to remedy repair or make good provided always that if within three months
(or sooner in case of emergency) from the date of such notice the Tenant shall
fail to commence to and thereafter diligently proceed to repair and make good
the wants of reparation and other matters prescribed in such notice or if the
Tenant shall at any time make default in the performance of any of the covenants
contained in these Presents for or relating to the repair decoration treatment
preservation protection or condition of the Demised Premises (whether or not
such a notice is given by the Landlord) then it shall be lawful for the Landlord
and all persons authorised by the Landlord with workmen servants agents and
others with or without all necessary plant machinery equipment tools and
appliances to enter into and stay upon the Demised Premises and repair decorate
treat preserve protect and make good the same at the expense of the Tenant (but
so that the Landlord's right of entry or any other right or remedy of the
Landlord under these Presents shall not thereby be prejudiced)

LETTING AND DEALING BOARDS

9. To permit the Landlord and its servants and agents at any time during the
Term to enter upon the Demised Premises and affix and retain without
interference in a conspicuous position (but not so as to interfere with the
access of light and air to the Demised Premises) notices for re-letting the same
(if there be a likelihood of the Term being determined) or selling the
Landlord's interest in the Demised Premises and at all times to permit all
persons with written authority from the Landlord or the Landlord's agents at
reasonable times of the day upon reasonable written notice to enter and view the
Demised Premises

NOTICES

10. As soon as the Tenant becomes aware of any notice or communication from a
competent authority affecting the Demised Premises or the user thereof
(including of any rateable assessment or reassessment and any appeal in relation
thereto) to give to the Landlord a copy thereof and in any event when the
Tenant first becomes aware of the service of such notice or of the circumstances
likely to lead to service of such a notice to give to the Landlord full
particulars of



                                    Page 23
<PAGE>   28
such notice or circumstances and to make or Join in making such objection or
representation against or in respect of the same as the Landlord may reasonably
require

STATUTORY REQUIREMENTS

11.1 At the expense of the Tenant to comply with all present and future Acts of
Parliament relating to the Demised Premises or the use thereof and to execute at
its own expense any work required to be carried out in or to the Demised
Premises whether such work is required to be carried out by the owner or the
occupier or any other person

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

11.3 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
such Acts in respect of any works carried out by the Tenant on the Demised
Premises or of any user thereof

PLANNING

12. Without prejudice to the generality of the last preceding paragraph and
except to the extent that the same may be undertaken by the Landlord in
connection with the reinstatement of the Demised Premises pursuant to its
covenant in that respect contained in the Fifth Schedule but subject to the
proviso contained at the end of this paragraph:

(a)     at all times at the expense in all respects of the Tenant to comply with
        the provisions and requirements of the Planning Acts and all licences
        consents permissions and conditions (if any) now or hereafter existing
        granted or imposed thereunder or under any enactment repealed thereby so
        far as the same are implemented and relate to or affect the Demised
        Premises or any operations works acts or things now or hereafter carried
        out executed done or omitted thereon or the use thereof for any purpose

(b)     so often as occasion shall require at the expense in all respects of the
        Tenant to obtain from (as the case may be) the Local Planning Authority
        or other competent authority or the Minister of Her Majesty's Government
        for the time being responsible therefor all such licences consents and
        permissions as may be required for any works to or operations on the
        Demised Premises or the institution or continuance of any use thereof in
        respect of which such a licence consent or permission is required under
        the Planning Acts but so that the Tenant shall not make any application
        for planning permission without the previous written



                                    Page 24
<PAGE>   29
        consent of the Landlord (not to be unreasonably withheld or delayed) and
        to pay and satisfy any charge that may hereafter be imposed (whether on
        the Landlord or the Tenant or any other person) in respect of any such
        operations or of any such use as aforesaid

(c)     notwithstanding any consent which may be granted by the Landlord not to
        carry out or permit the carrying out of any works or any alteration or
        addition to the Demised Premises or any change of use thereof (being
        works or an alteration or addition or change of use which is prohibited
        by or for which the Landlord's consent is required under these Presents
        and for which a planning permission needs to be obtained) before a
        planning permission therefor has been produced to the Landlord and
        acknowledged by it in writing as satisfactory to it provided that the
        Landlord may refuse so to express its satisfaction with any planning
        permission on the ground (inter alia) that the period thereof or
        anything contained therein or omitted therefrom in the reasonable
        opinion of the Landlord's Surveyor would be or be likely to be (whether
        during the Term or following the Termination of the Term) prejudicial to
        the Landlord's interest in the Demised Premises or of any adjoining or
        neighbouring land and property belonging to or occupied by the Landlord

(d)     unless the Landlord shall otherwise direct to carry out before the
        Termination of the Term any works stipulated to be carried out to the
        Demised Premises by a date subsequent to the Termination of the Term as
        a condition of any planning permission which may have been granted
        during the Term and implemented in whole or in part by the Tenant or any
        person deriving title under the Tenant

(e)     if and when called upon so to do to produce to the Landlord or as
        directed by it to any third party all such plans documents and other
        evidence as the Landlord may reasonably require in order to reasonably
        satisfy itself that the provisions of this covenant have been complied
        with in all respects

(f)     in any case where the permission for any development has been granted
        subject to conditions the Landlord shall be entitled as a condition of
        giving its consent to the permitted development to require the Tenant to
        provide security to the Landlord for the compliance with the conditions
        imposed on the grant of such planning permission and the development
        shall not be commenced or the use instituted until such security shall
        have been provided to the satisfaction of the Landlord

(g)     not to do or omit any thing on or with reference to the Demised Premises
        which may be grounds for or cause or lead to the compulsory acquisition
        thereof



                                    Page 25
<PAGE>   30
(h)     not to serve any purchase notice under the Planning Acts requiring any
        authority to purchase the interest of the Tenant in the Demised,
        Premises under these Presents

provided nevertheless that nothing herein shall render the Landlord or the
Tenant liable in respect of any of the covenants contained in this paragraph 12
to the extent that the performance or observance of the same shall hereafter
become a contravention of or otherwise impossible or illegal under or by virtue
of the Planning Acts

ALTERATIONS

13.1 Not to make or permit or suffer to be made any alterations or additions in
or to the Demised Premises except (with the prior written consent of the
Landlord which shall not be unreasonably withheld or delayed) (a) internal
non-structural alterations or additions and (b) alterations required to comply
with the provisions of paragraphs 11 and 12 of this Schedule

13.2 To carry out and complete the work involved in all alterations to the
Demised Premises permitted by the Landlord or required by these Presents in
accordance with the terms of all consents with materials of suitable good
quality in a proper and workmanlike manner and in a manner that shall not
adversely affect or avoid or make voidable any warranty or guarantee in respect
of the Demised Premises or any equipment or facilities comprised therein and to
the reasonable satisfaction of the Landlord's Surveyor

13.3 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

13.4 Not to erect or affix to the exterior of the Demised Premises any aerials
posts wires fittings or works for telegraphic communication or make any aperture
in any party wall

13.5 Notwithstanding the foregoing the Tenant shall be entitled to install alter
and remove internal demountable partitioning without any consent of the Landlord
which does not affect the structure of the Demised Premises or prejudice or
affect the air conditioning fire protection or other building systems subject to
the Tenant:

(a)     carrying out such works in a good and workmanlike manner and in
        accordance with any necessary permissions consents or approvals required
        under the Planning Acts;

(b)     reinstating the Demised Premises to their former state and condition on
        or before the Termination of the Term;



                                    Page 26
<PAGE>   31
(c)     providing to the Landlord Within 28 days of completion of the works
        copies of all plans and specifications

SIGNS

14. Not without obtaining the prior written consent of the Landlord (such
consent not to be unreasonably withheld or delayed) to affix to or display on or
permit to be affixed to or displayed on the Demised Premises any sign hoarding
poster placard blind or advertisement whatsoever which shall be visible from the
outside of the Demised Premises except such means of identification and other
notices as shall be reasonably necessary in connection with the use and
occupation of the Demised Premises for the time being

DANGEROUS AND DELETERIOUS SUBSTANCES

15. Not:

(a)     to keep or permit or suffer to be kept on the Demised Premises any
        substance of a dangerous corrosive combustible explosive radio-active
        volatile unstable or offensive nature or which might in any way injure
        by percolation corrosion or otherwise the Demised Premises or the sewers
        and drains serving the same or the keeping or use of which may
        contravene any statute order regulation or bye-law except (with the
        prior written consent of the Landlord and after giving due notice to any
        insurers of the Demised Premises) small quantities of any inflammable
        material or liquid used by the Tenant in connection with his business
        carried on in the Demised Premises nor

(b)     to stop up or obstruct in any way or permit oil or grease or other
        deleterious substances to enter by any means the pipes drains sewers
        ducts conduits or watercourses serving the Demised Premises or any
        adjoining or neighbouring premises

and in the event of such obstruction or injury forthwith to remedy the same and
make good any damage to the reasonable satisfaction of the Landlord

USE OF COMMON PARTS AND SERVICES

16.1 Not at any time during the Term to cause or permit any damage or
obstruction to the Common Parts

16.2 Not to alter or permit to be altered the method of discharge of permitted
effluent without obtaining the previous written consents of the Landlord and of
any appropriate authority

16.3 Not to use or permit to be used in the cleaning of any vehicles any
detergent or any oil or other solvent without obtaining the previous written
consent of the appropriate authority



                                    Page 27
<PAGE>   32
16.4 So often as may be necessary to maintain empty and clean any petrol
interceptors serving the Demised Premises

16.5 Not by any act or default to cause or permit the drains pipes conduits
ducts cables wires and other conducting media conveying services to the Demised
Premises or those within the Demised Premises to be overloaded or subjected to
use in excess of that for which the same were designed or which may restrict the
level of supply of water gas or electricity to other parts of the Estate

REFUSE REGULATION

17.1 To retain all trade and other refuse upon the Demised Premises in a neat
and tidy condition and in proper receptacles and to make adequate arrangements
for the frequent removal of such refuse from the Demised Premises

17.2 Not to deposit or permit to be deposited any refuse on the Car Spaces or on
the Common Parts

FIRE PRECAUTIONS

18. At all times during the Term at the expense of the Tenant to comply with all
recommendations (whether legally enforceable or not) from time to time of the
appropriate authority in relation to fire precautions affecting the Demised
Premises and to keep and maintain sufficient fire fighting and extinguishing
apparatus in and about the Demised Premises installed in compliance with such
recommendations and with any legal requirements and any requirements of any
insurer of the Demised Premises and open to inspection and maintained to the
reasonable satisfaction of the Landlord and not to obstruct the access to or
means of working of the same

SECURING UNOCCUPIED PREMISES

19. Throughout any period during which the Demised Premises are closed for
business or are unoccupied whether or not furnished to keep the Demised Premises
fully secured and to provide such caretaking and other arrangements as may be
reasonably necessary to give the Demised Premises reasonable protection from
vandalism theft or unlawful occupation

REGULATIONS

20. To observe and conform to the Regulations and procure that all persons
resorting to the Demised Premises observe and conform to the same

LOADINGS

21. Not to impose or permit to be imposed (whether by using machinery or
otherwise) on any part of the floors roof roof trusses ceilings or the structure
of



                                    Page 28
<PAGE>   33
any building comprised in the Demised Premises a load or weight greater than
that which the same are designed or constructed to bear with due margin for
safety nor to use the roof space (not designed for the same) for storage of
goods nor by machinery or otherwise to cause or permit any undue vibration to or
nuisance by noise or otherwise in the Demised Premises

USER

22.1 Not to use the Demised Premises or any part thereof nor permit or suffer
the same to be used:

(a)     for residential purposes or as sleeping accommodation

(b)     for any noisy noisome noxious offensive or dangerous trade art
        manufacture business or occupation or for any sale by auction public
        exhibition political meeting show spectacle or gambling or for any
        illegal or immoral purpose

(c)     in any way or for any purpose which may be or tend to become an
        annoyance nuisance damage disturbance or inconvenience to or prejudice
        the Landlord or the owners or occupiers of any premises adjoining or
        near the Demised Premises or the neighbourhood

22.2 Without prejudice to the generality of the foregoing not to use the Demised
Premises nor permit the same to be used otherwise than as high class offices

INSURERS' REQUIREMENTS

23. To carry out at the Tenant's expense such works as may be required by any
insurers of the Demised Premises in accordance with their directions and not to
carry on or permit upon the Demised Premises or any adjoining property
controlled by the Tenant any trade business or activity or do or permit any act
or thing on or in relation to the Demised Premises which may make void or
voidable any policy of insurance of the Demised Premises or of any adjoining or
neighbouring premises belonging to the Landlord or render any increased or extra
premium payable for such insurance

NOTIFY DAMAGE BY INSURED RISKS

24. To give immediate written notice to the Landlord of any destruction of or
damage to the Demised Premises stating (if possible) whether and to what extent
the same was brought about directly or indirectly by any of the Insured Risks



                                    Page 29
<PAGE>   34
PAY IRRECOVERABLE INSURANCE MONEYS

25. To pay forthwith on demand to the Landlord the whole of the amount
(including professional and other reasonable and proper fees and costs) which
should have been recoverable under any insurance of the Demised Premises
rendered irrecoverable as a consequence of any act or default of the Tenant or
any undertenant or their respective servants agents and visitors

PREVENT ENCROACHMENTS

26.1 Not knowingly to permit any owner of any property adjoining or near the
Demised Premises to acquire any rights of way light or air or other privilege
easement or make any encroachment over against out of or upon the Demised
Premises and as soon as the Tenant shall become aware thereof or of any act or
thing which might result in the acquisition or making of any of the same to give
immediate written notice thereof to the Landlord and to adopt or permit the
Landlord to adopt such means as may reasonably be necessary or convenient for
preventing the acquisition or making of any of the same and at the cost of the
Tenant to take consent to or bring all actions in the name of the Tenant as the
Landlord may think fit or (at the option of the Landlord) to join with the
Landlord in taking such steps or action as may be reasonably required by the
Landlord for preventing any of the same from being acquired or made

26.2 Not without obtaining the prior written consent of the Landlord to stop up
darken or obscure any windows or lights belonging to the Demised Premises or of
any other premises belonging to the Landlord

ALIENATION

CHARGES

27.1 Not to charge the Demised Premises as a whole or in part

DECLARATIONS OF TRUST

27.2 Not to execute any declaration of trust with regard to the whole or any
part of the Demised Premises or these Presents

ASSIGNMENTS

27.3 Not to assign the Demised Premises or these Presents in any part less than
the whole

27.4 Not to assign the whole of the Demised Premises:

(a)     (if the Landlord shall reasonably so require) without obtaining from a
        guarantor or guarantors reasonably acceptable to the Landlord a full



                                    Page 30
<PAGE>   35
        guarantee of the covenants of the proposed assignee by deed in such form
        as shall be reasonably required by the Landlord nor

(b)     if the proposed assignee is a company which is in the same group of
        companies (within the meaning of Section 42 of the Landlord and Tenant
        Act 1954) as the Tenant unless the assignee is of not materially less
        covenant strength as the Tenant and any guarantor of the Tenant (with
        any additional security then provided by or on behalf of the Tenant or
        such guarantor) unless a guarantee of the assignee's obligations and
        replacement additional security is first obtained by a guarantor of not
        materially less covenant strength and value than the Tenant and any
        guarantor of the Tenant (with any additional security then provided by
        or on behalf of the Tenant or such guarantor) nor

(c)     unless the Tenant has paid or provided security reasonably acceptable to
        the Landlord for all rents and other sums for which the Tenant is or
        will remain liable under these Presents prior to the date of the
        assignment nor

(d)     unless in the reasonable opinion of the Landlord the assignment to the
        proposed assignee will not have an adverse effect on the value of or
        would not otherwise adversely affect the Landlord's reversion to the
        Demised Premises having regard to the covenant strength of the assignee
        and any guarantor of the assignee (with any additional security then
        provided by or on behalf of the assignee or such guarantor) when
        compared to the covenant strength of the Tenant and any guarantor of the
        Tenant (with any additional security then provided by or on behalf of
        the Tenant or such guarantor) on the date of the application for consent
        to the proposed assignment

(e)     if in the reasonable opinion of the Landlord the proposed assignee is
        not of sufficient financial standing to enable it to pay the rents
        reserved from time to time by these Presents and otherwise perform the
        covenants on the part of the Tenant contained in these Presents

(f)     unless the Tenant obtains from the assignee a covenant by deed with the
        Landlord to pay the Basic Rent Service Charge and all other rents
        reserved by this Lease and to observe and perform all the covenants on
        the part of the Tenant and the conditions contained in this Lease from
        the date of the deed of transfer or deed of assignment of the Demised
        Premises

27.5 Not to assign or transfer the whole of the Demised Premises otherwise than
in accordance with nor without in each and every such case first complying with
the foregoing provisions and subject to having complied with them and subject to
sub-paragraph 27.6 below not without obtaining the prior written consent of
the Landlord which consent shall not be unreasonably withheld or delayed



                                    Page 31
<PAGE>   36
27.6 The Landlord and the Tenant agree that for the purposes of Section 19(1A)
of the Landlord and Tenant Act 1927 the Landlord may give its consent to an
assignment subject to conditions that:

(a)     the Tenant enters into an Authorised Guarantee Agreement

(b)     any guarantor whose guarantee is subsisting immediately before the
        assignment enters into a guarantee with the Landlord in such form as the
        Landlord may reasonably require of the Tenant's obligations under the
        Authorised Guarantee Agreement referred to in sub-paragraph 27.6(a)
        above

(c)     the assignment shall not take place until any requisite consent of any
        superior landlord or mortgagee has been obtained and any lawfully
        imposed condition(s) of such consent satisfied

UNDERLETTINGS

27.7.1 Not to underlet any part or parts of the Demised Premises (as opposed to
the whole) or permit the same to be underlet in units comprising less than a
Permitted Part

27.7.2 Not to create or permit more than:

(a)     two sub-tenancies or occupancies of a floor which is within paragraph
        (a) of the definition of Permitted Part; nor

(b)     three sub-tenancies or occupancies of the Demised Premises in addition
        to that of the Tenant

27.8 Not to underlet the Demised Premises or any Permitted Part thereof nor to
permit the creation of any derivative underlease:

(a)     at a fine or premium or any other consideration or at a rent which at
        the commencement of the term of such underletting is less than the full
        rack rental value thereof without fine premium or any other
        consideration

(b)     at a rent payable more than two quarters in advance

(c)     other than on terms which shall contain provisions for review of the
        rent thereby reserved at such intervals no less frequent than shall be
        normal in the market for similar property at the time of the grant
        thereof having regard to the terms of the proposed underlease

(d)     other than on terms which shall incorporate such provisions as are
        necessary to ensure that any such underlease or derivative underlease is
        consistent with and in all respects no less onerous than the provisions
        of these Presents including (but without prejudice to the generality of
        the



                                    Page 32
<PAGE>   37
        foregoing) provisions similar to those contained in this sub-paragraph
        27.8 and in sub-paragraph 27.11 and paragraph 4 of the Sixth Schedule

27.9 Not to underlet the whole of the Demised Premises at a rent less than the
Basic Rent for the time being payable under these Presents unless the Landlord
shall otherwise agree (such agreement not to be unreasonably withheld if the
proposed rent is the rack rental reasonably available in the open market without
fine premium or other consideration)

27.10 Not to underlet any Permitted Part of the Demised Premises at a rent less
than such proportion of the Basic Rent for the time being payable under these
Presents as the net lettable floor area of the part of the Demised Premises to
be underlet bears to the net lettable floor area of the whole of the Demised
Premises (such proportion in case of dispute to be conclusively determined at
the expense of the Tenant by the Landlord's Surveyor) unless the Landlord shall
otherwise agree (such agreement not to be unreasonably withheld if the proposed
rent is the rack rental reasonably available in the open market without fine
premium or other consideration)

27.11 Not to underlet the whole of the Demised Premises or a Permitted Part
without obtaining from the underlessee:

(a)     a covenant by deed with the Landlord that the underlessee will
        throughout the term granted by the underlease:

           (i)    (in the case of an underletting of the whole of the Demised
                  Premises) observe and perform all the covenants and conditions
                  on the part of the Tenant (other than the covenant to pay the
                  Basic Rent) contained in these Presents

           (ii)   (in the case of an underletting of a Permitted Part only of
                  the Demised Premises) observe and perform all the covenants
                  and conditions on the part of the tenant (other than the
                  covenant to pay rent) contained in the underlease

           (iii)  not assign or sublet part only of the premises demised by the
                  underlease

           (iv)   not sub-let or part with possession or occupation of the whole
                  or any part of the premises demised by the underlease except
                  in a manner and on terms permitted by this paragraph 27 nor
                  without first obtaining the written consent of the Landlord
                  under these Presents which consent shall subject to compliance
                  with such requirements not be unreasonably withheld or delayed

           (v)    not assign the whole of the premises demised by the underlease
                  except in a manner and on terms permitted or required by this



                                    Page 33
<PAGE>   38
                  paragraph 27 and by the terms of the underlease, being terms
                  in accordance with the provisions of this paragraph 27 nor
                  without first obtaining the written consent of the Landlord
                  under these Presents which consent shall subject to compliance
                  with such requirements not be unreasonably withheld or delayed

           (vi)   procure that any derivative interest created out of such
                  underlease shall contain provisions equivalent to those
                  contained in sub-paragraphs 27.11(a)(i) to (v) above

(b)     a covenant from the underlessee in the underlease (which covenant the
        Tenant shall enforce) in the terms of sub-paragraphs 27.11(a)(iii) (iv)
        (v) and (vi) above

(c)     an agreement in the underlease between the underlessor and the
        underlessee in the same terms as sub-paragraphs 27.4 27.5 and 27.6 above
        but with respect to the premises demised by and the basic and other
        rents reserved by the underlease

27.12 Not to underlet a Permitted Part (as opposed to the whole) of the Demised
Premises without ensuring that any immediate or derivative underlease shall
contain an agreement authorised by an Order of a Court of competent jurisdiction
excluding in relation to the tenancy to be created by such underlease the
provisions of Sections 24 - 28 inclusive of the Landlord and Tenant Act 1954 (as
amended)

27.13 Not to underlet the whole of the Demised Premises or underlet any
Permitted Part thereof otherwise than in accordance with nor without in each and
every such case first complying with the foregoing provisions and subject
thereto not without obtaining the prior written consent of the Landlord which
consent shall not be unreasonably withheld

FURTHER PROVISIONS RELATING TO UNDERPASSES

27.14 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

27.15 As soon as practicable after a review of the rent reserved by any
underlease to inform the Landlord the amount of any such reviewed rent

27.16 Not at any time expressly or by implication to waive any breach of
covenant or obligation by any underlessee or any assignee of any underlease nor
vary the terms of any permitted underlease nor accept a surrender of nor forfeit
any underlease in any such case without the prior written consent of the
Landlord (such consent not to be unreasonably withheld or delayed)



                                    Page 34
<PAGE>   39
SHARING OCCUPATION

27.17 Not to part with or share possession or occupation of the Demised Premises
or any part thereof other than in a manner permitted by sub-paragraph 27.18

27.18 Subject to the Tenant giving not less than 14 days' prior written notice
to the Landlord of the identity of the company and of the part of the Demised
Premises affected (if less than the whole) the Tenant may share occupation of
the Demised Premises or the relevant part thereof with a company within the same
group of companies (within the meaning of Section 42 of the Landlord and Tenant
Act 1954) as the Tenant

(a)     for so long only as such company shall remain within such group

(b)     on terms whereby no relationship of landlord and tenant is created

(c)     provided that any rent or other payment received by the Landlord from
        any such company shall be deemed to have been paid by such company as
        agent for the Tenant

DISCLOSURE OF INFORMATION

27.19 Upon every application for consent required by this paragraph 27 to
disclose to the Landlord such information including as to the terms proposed as
the Landlord may reasonably require

REGISTER DEVOLUTIONS

28. Within one month of every assignment transfer underlease or charge affecting
the Demised Premises or any devolution of the estate of the Tenant therein or
these Presents or of any derivative interest and every surrender thereof to give
notice in writing with particulars thereof to the Landlord and produce such
assignment transfer underlease or charge or the Probate of the Will or Letters
of Administration or other instrument document or evidence of such devolution or
surrender with a certified copy thereof and in every case to pay to the Landlord
a fee of twenty-five pounds plus Value Added Tax thereon or such other
reasonable amount as the Landlord shall direct for the registration thereof

NOTIFY MATTERS AFFECTING GUARANTOR'S COVENANTS

29. To give to the Landlord such advance written notice as may be reasonably
required of any circumstances or occurrence which may tend materially to
diminish the value to the Landlord of the covenants on the part of any guarantor
contained in these Presents in order to enable suitable further arrangements
satisfactory to the Landlord to be agreed and made for reviewing without delay
or immediately restoring the status quo or its equivalent and to



                                    Page 35
<PAGE>   40
make or cause such arrangements to be made in such manner as may be reasonably
required by the Landlord

Compensation

30. To pay or procure the payment to the Landlord of the due and proper
proportion of any compensation paid to the Tenant or payable as a consequence of
any notice served on or application refused by any governmental or local
authority in respect of the Demised Premises or the use thereof

REIMBURSE LANDLORD'S EXPENSES

31. To pay and make good to the Landlord all and every loss and damage
whatsoever incurred or sustained by the Landlord as a consequence of and all
costs and expenses properly incurred by the Landlord in connection with every
breach non-performance or non-observance of the covenants by the Tenant
contained or implied in these Presents and the conditions imposed on the Tenant
in and the exercise of the rights granted by these Presents and to indemnify
the Landlord and its estate and effects from and against all actions claims
liabilities costs and expenses thereby arising including all costs and expenses
properly incurred by the Landlord in connection with any steps which the
Landlord may (at its absolute discretion but without being in any way obliged so
to do) take to remedy any breach of covenant by the Tenant or any guarantor
contained in these Presents or failure of the Tenant to observe and perform any
obligation on the part of the Tenant contained in or implied by these Presents
and such indemnity shall be without prejudice to any rights or remedies of the
Landlord hereunder in respect of any and every such breach non-performance or
non-observance

INDEMNIFY LANDLORD

32. To keep the Landlord fully and effectually indemnified against all costs
claims liabilities actions and expenses arising directly or indirectly through
the

use or occupation of the Demised Premises or the condition thereof or any act or
default of the Tenant its servants licensees or visitors or the existence or
condition of any article in or about the Demised Premises or the execution or
omission of any works upon the Demised Premises except insofar as the same may
be due to the Landlord's own act or default or the act or default of the
Landlord's duly authorised agents

COSTS

33. To pay on demand (as to legal costs assessed on the indemnity basis):

(a)     all reasonable and proper legal costs and other reasonable and proper
        costs and professional fees and disbursements incurred by the Landlord
        in connection with or incidental to



                                    Page 36
<PAGE>   41
           (i)    any application made by the Tenant for a consent or licence
                  (whether the same be granted withdrawn or refused if proffered
                  subject to any lawful qualification or condition)

           (ii)   the consideration by the Landlord of whether any pre-condition
                  for the consideration of the of consent to any assignment of
                  these Presents has been met

           (iii)  the negotiation and preparation of any Authorised Guarantee
                  Agreement and

           (iv)   the consideration of any proposal (including plans and
                  specifications) for and the inspection supervision and
                  approval or otherwise of any works on the Demised Premises or
                  any change in the user thereof

(b)     all expenses including solicitors' costs and surveyors' fees properly
        incurred by the Landlord in contemplation of or incidental to or
        arising from the preparation and service of

           (i)    a notice under Section 146 of the Law of Property Act 1925 or
                  of proceedings under Sections 146 and 147 of that Act
                  notwithstanding that in any such case forfeiture is avoided
                  otherwise than by relief granted by the Court and

           (ii)   any notice whether served on the Tenant or any other person
                  required to be served by virtue of the Landlord and Tenant
                  (Covenants) Act 1995 in connection with any breach of the
                  covenants or conditions on the part of the Tenant contained in
                  these Presents or otherwise pursuant to the Landlord and
                  Tenant (Covenants) Act 1995

(c)     all expenses including solicitors' costs surveyors' fees and bailiffs'
        costs and commission properly incurred by the Landlord in connection
        with any breach non-performance or non-observance of any of the
        covenants or conditions on the part of the Tenant contained in these
        Presents or in contemplation of the enforcement thereof including
        (without prejudice to the generality of the foregoing) the service of
        all notices relating to and schedules of dilapidations and wants of
        repair or decoration to the Demised Premises and any negotiations in
        respect thereof and whether served during the Term or within 6 months
        after the Termination of the Term (but relating in all cases to such
        wants of repair or decoration that accrued not later than the
        Termination of the Term) or the levy of distress

(e)     all Value Added Tax incurred by the Landlord on or included in any
        amount reimbursable by the Tenant to the Landlord under these Presents



                                    Page 37
<PAGE>   42
VALUE ADDED TAX

34. Where any payment due under or by virtue of these Presents is a payment on
which Value Added Tax is or may be chargeable (by reason of an election of the
Landlord or otherwise) to pay the amount of such tax in respect of the payment
at the rate applicable to that payment

COMPLY WITH TITLE MATTERS

35. To perform and observe all the covenants conditions and provisions contained
or referred to in the documents referred to in Part V of the First Schedule so
far as the same relate to the Demised Premises and are still subsisting and
capable of being enforced and to keep the Landlord fully and effectually
indemnified from and against all costs claims demands and liabilities arising
from any breach non-performance or non-observance thereof

SERVICE CHARGE

36. To pay the Service Charge to the Landlord at the times and in a manner
provided in the Third Schedule without deduction counterclaim or set off save
as may be required by law

                               THE FIFTH SCHEDULE
                              LANDLORD'S COVENANTS

QUIET ENJOYMENT

1. The Tenant paying the Basic Rent and other rents and charges payable under
these Presents and performing and observing the several covenants and
stipulations on the part of the Tenant contained in these Presents may peaceably
and quietly hold and enjoy the Demised Premises during the Term without any
lawful interruption or disturbance from or by the Landlord or any person
rightfully claiming under or in trust for it

INSURANCE

2.1 At all times during the Term to insure (unless such insurance shall be
prevented or vitiated by the act or default of the Tenant or any undertenant or
their respective servants agents or visitors) the Demised Premises for the full
cost of reinstatement thereof together with architects' and other professional
fees costs of demolition and site clearance and any work which may be required
by virtue of any Act of Parliament against loss or damage by the Insured Risks
appropriate thereto and the loss of rent for [three] years or such other period
as the Landlord shall reasonably determine at the yearly rate payable under
these Presents and for such additional amounts in respect of rent prospectively
payable on review as the Landlord shall decide and with an insurance office or
underwriters of repute upon the usual terms and conditions offered by them for



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<PAGE>   43
such insurance and through such agency as the Landlord shall select Provided
Always that the Landlord shall not be under any obligation to insure any
fixtures or fittings installed by the Tenant which have become part of the
Demised Premises unless the Tenant shall have given to the Landlord written
notice of such installation and of the full cost of the reinstatement thereof
and the Landlord has agreed with the Tenant at its request to effect the
insurance thereof

2.2 At the request and cost of the Tenant to notify such insurance office or
underwriters of the occupation of the Demised Premises by the Tenant and to
produce to the Tenant (but not more often than once in any year) sufficient
details of the policy or policies of such insurance and to use all reasonable
endeavours, to note the Tenant's interest on the policy

2.3 In case of damage to or destruction of the Demised Premises by any of the
Insured Risks and provided the policy of insurance shall not have been vitiated
or payment of the policy moneys refused in whole or part as a consequence of any
act or default of the Tenant or of any undertenant or their respective servants
agents or visitors and subject to receipt of all insurance moneys to make
application for all necessary consents and approvals and forthwith to expend all
moneys received by virtue of such insurance in rebuilding reinstating the
Landlord making up any shortfall (save such sum as shall be attributable to a
shortfall by virtue of vitiation or non-payment of the insurance money arising
from the Tenant's default under the provisions of this Lease) and making good
(as the case may be) the Demised Premises with all reasonable speed when it is
lawful so to do (except fixtures and fittings therein in respect of which the
Tenant has not given written notice of the installation thereof as herein
provided or which the Landlord has not agreed to insure) and in case of
rebuilding or substantial reinstatement this covenant by the Landlord shall be
satisfied if the Landlord provides in the premises so rebuilt or reinstated
accommodation as convenient and commodious as is reasonably practicable but not
necessarily to the Demised Premises as the same existed prior to such damage
or destruction

                               THE SIXTH SCHEDULE

                      PROVISOS AGREEMENTS AND DECLARATIONS

FORFEITURE

1. These Presents are made on the express condition that if and whenever:

(a)     the Basic Rent or any other rents and charges reserved or made payable
        under these Presents or any part thereof respectively shall be unpaid
        for twenty-eight days next after the same shall become due (whether
        formally or legally demanded or not)



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<PAGE>   44
(b)     there shall be a breach or non-performance or non-observance of any of
        the covenants or agreements on the part of the Tenant or stipulations or
        conditions contained in these Presents imposed on the Tenant which has
        not been rectified (if capable of being rectified) within 21 days of the
        breach non-observance or non-performance

(c)     the Tenant or any person who shall from time to time have guaranteed to
        the Landlord the performance of the covenants on the part of the Tenant
        and conditions imposed on it under these Presents being a Company shall
        go into liquidation (other than a voluntary liquidation of a solvent
        company for the purpose of amalgamation or reconstruction) or have a
        winding-up or administration order made against it or be unable to pay
        its debts within the meaning of Section 123 of the Insolvency Act 1986
        or shall enter into a composition with its creditors or have an
        administrator or an administrative receiver or a receiver or manager
        appointed over all or any part of its undertaking or assets or being an
        individual have a bankruptcy order or an interim order made against him
        or enter into a composition with his creditors or scheme of arrangement
        of his affairs or have an interim receiver appointed in respect of his
        property

(d)     the Tenant in any case shall suffer any distress or execution to be
        levied on the Demised Premises or the contents thereof or

(e)     the Tenant shall take the benefit of any Act for the relief of debtors

then and in any such case the Landlord or its agents may at any time thereafter
and notwithstanding the waiver or implied waiver of any previous right of
re-entry arising under these Presents re-enter upon the Demised Premises or any
part thereof in the name of the whole whereupon the Term shall absolutely cease
and determine but without prejudice to any rights or remedies which may then
have accrued to the Landlord in respect of arrears of rent or other breach or
non-performance or non-observance of any condition covenant or agreement on the
part of the Tenant contained in these Presents or otherwise

DISTRESS

2. If the Basic Rent or other rents or any other payment to be made by the
Tenant under these Presents or any part thereof shall be unpaid and in arrear
for twenty-one days (whether demanded or not) it shall be lawful (but not
obligatory) for the Landlord (without being liable for any damage caused by the
exercise of this power) to enter into and upon the Demised Premises at any time
thereafter and by any means (including breaking open any doors or windows and
gates and breaking down fences or other enclosures) and distrain upon the
Demised Premises (which power shall extend to any tenant's and trade fixtures
and fittings then therein belonging to the Tenant and for severance and removal
thereof) and the distress there and then found to dispose of in due course of
law



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<PAGE>   45
and to apply the proceeds thereof first towards payment of all costs and
expenses thereby incurred and secondly towards the Basic Rent or other rents or
payments in arrear and in such order as the Landlord shall decide

NOTICES

3.1 All notices (other than any notice to be served pursuant to Sections 8 10 or
17 of the Landlord and Tenant (Covenants) Act 1995) to be given under these
Presents shall be in writing and Section 196 of the Law of Property Act 1925 as
amended by the Recorded Delivery Service Act 1962 shall apply to the service of
all such notices and in case of any notice to be served on the Tenant such
notice shall also be duly served if left at the Demised Premises or sent to the
last known address of the Tenant

3.2 Notices in connection with these Presents to be served pursuant to Sections
8 10 or 17 of the Landlord and Tenant (Covenants) Act 1995 shall be served in
accordance with that Act and consequently Section 23 of the Landlord and Tenant
Act 1927 shall apply to such notices

L & T A COMPENSATION EXCLUSION

4. Subject to the provisions of sub-section (2) of Section 38 of the Landlord
and Tenant Act 1954 neither the Tenant nor any assignee or underlessee (whether
immediate or derivative) of the Term or of the Demised Premises shall be
entitled on quitting the Demised Premises to any compensation under Section 37
of such Act or under any corresponding provisions in any Act amending or
replacing the same

SUSPENSION OF RENT

5. If during the Term the Demised Premises shall be destroyed or so damaged by
any of the Insured Risks as to be unfit for occupation and use then (provided
the insurance of the Demised Premises or of loss of rent shall not have been
vitiated or payment of the policy moneys refused in whole or in part in
consequence of any act or default of the Tenant or any undertenant or their
respective servants agents or visitors) the Basic Rent or a fair and just
proportion thereof according to the nature and extent of the damage shall as
from the date of such destruction or damage until the Demised Premises have been
rebuilt or reinstated be suspended and any dispute as to the extent proportion
or period of such suspension shall be determined by a single arbitrator to be
appointed by the Landlord and the Tenant or (if they cannot agree on such
appointment) by the President or other the acting chief officer for the time
being of the Royal Institution of Chartered Surveyors in accordance with the
Arbitration Act 1996 or any statutory modification or re-enactment thereof



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<PAGE>   46
DETERMINATION ON DESTRUCTION

6. If at the expiration of the period for which the Landlord has insured loss of
rent from the Demised Premises (or such longer period as shall be agreed in
writing between the Landlord and the Tenant before the expiry of such period)
calculated from the date upon which the Demised Premises shall have been
destroyed or so damaged by any of the Insured Risks as to render them unfit for
occupation and use and:

(a)     the insurance of the Demised Premises effected pursuant to the covenant
        by the Landlord in that behalf contained in these Presents has not been
        vitiated or prejudiced by or payment of the policy moneys refused in
        whole or in part as a consequence of any act or default of the Tenant or
        any undertenant or their respective servants agents or visitors and

(b)     the Landlord shall have been unable to obtain all necessary consents and
        approvals for the rebuilding replacement and/or reinstatement of the
        Demised Premises

then and in such case (unless otherwise agreed in writing between the Landlord
and the Tenant prior to the expiration of such period as aforesaid) these
Presents shall absolutely determine provided always that such determination will
take place without prejudice to any and all rights then subsisting between the
parties to these Presents

LANDLORD TO HAVE INSURANCE MONEYS ON FRUSTRATION

7. In the event that these Presents shall determine under the provisions of
paragraph 6 above or the Landlord shall not have completed the rebuilding
replacement and/or reinstatement of the Demised Premises following destruction
or damage by any of the Insured Risks at the Termination of the Term then and in
either such case all moneys payable or to become payable under any insurance
effected pursuant to the covenant on the part of the Landlord in that respect
contained in the Fourth Schedule shall be paid to the Landlord for its own use
and benefit

DOUBLE INSURANCES

8. If at any time the Tenant is entitled to the benefit of any insurance of the
Demised Premises then the Tenant shall pay or procure that there be paid to the
Landlord for its own use and benefit all moneys received or to be received by
virtue of such insurance

ALTERATIONS TO THE SERVICES

9. The Landlord may from time to time in its reasonable discretion withhold add
to extend vary and make any other alterations in the provision of the Services
or the execution of such works or the undertaking of such



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<PAGE>   47
obligations in connection therewith or any of the same if the Landlord thinks it
reasonably fit and in accordance with the principles of good estate management
for the more efficient conduct and management of the Estate when any such
alterations have been completed and the Landlord shall be free to make such
changes as it thinks fit to the arrangement of the access to the Demised
Premises during the said execution of the same provided that access to and
egress from the Demised Premises is maintained at all reasonable times

INTERRUPTION of SERVICES

10. Notwithstanding anything contained in these Presents the Landlord shall be
liable to the Tenant nor shall the Tenant have any claim against or the Landlord
in respect of:

(a)     any interruption in any of the Services by reason of necessary repair or
        maintenance of any installations or apparatus or by reason of damage
        thereto or destruction thereof by fire water Act of God strikes lock
        outs or other cause beyond the Landlord's control or which the Landlord
        could not have reasonably foreseen or by reason of mechanical or other
        defect or breakdown frost or other inclement conditions or unavoidable
        shortage of fuel materials water or labour or any withholding addition
        to extension variation or alteration of the Services

(b)     any act omission or negligence of any agent porter attendant or other
        servant of the Landlord in or about the performance or purported
        performance of any duty relating to the provision of the Services or any
        of the same

except for failure of the Landlord to remedy any such defect breakdown or
stoppage as soon as reasonably practicable or in case of repair or maintenance
in accordance with the terms of this Lease

DISCLAIMER

11. Except to the extent covered by the insurance effected by the Landlord the
Landlord shall not be responsible to the Tenant or any other person for any
injury death damage destruction or financial or consequential loss whether to
person property or goods due directly or indirectly to the act neglect or
default of any other occupier for the time being of any part of the Estate or of
the Landlord or any agent servant or other person authorised by them to enter
the Demised Premises

INTEREST ON UNPAID RENTS AND OTHER MONEYS

12. If the Basic Rent and any Value Added Tax shall not be paid to the Landlord
within fourteen days of the Relevant Rent Day (whether or not demanded) or the
Insurance Rent Service Charge or any other rents or other amounts payable by the
Tenant to the Landlord (as the case may be) under these



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<PAGE>   48
Presents shall not be paid within seven days of the date of demand the Tenant
shall pay to the Landlord with any such sums (but without prejudice to all or
any other rights or remedies of the Landlord under these Presents) interest
thereon at the Prescribed Rate calculated on a day-to-day basis (and compounded
with rests on the Rent Days) from the date on which the same became due and
payable or (if earlier) the date of expenditure down to and including the date
of payment or reimbursement by the Tenant (and as well after as before any
judgment)

NON-ACQUISITION OF EASEMENTS

13. Except as expressly herein provided the Tenant shall not by implication of
law or otherwise be entitled to any estate or any right privilege or easement
whatsoever nor shall the Tenant by virtue or in respect of the Demised Premises
or these Presents be deemed to have acquired or to be entitled nor shall it
during the Term acquire or become entitled by length of enjoyment prescription
or any other means to any such estate right privilege or easement

MODIFICATION OF REGULATIONS

14. The Landlord in respect of the Common Parts shall be at liberty to
facilitate the better regulation management care and security of the Estate and
the buildings thereon and the comfort safety and convenience of the occupants
thereof and all other persons resorting thereto to alter and modify the
Regulations from time to time at its absolute discretion but shall not be under
any obligation to institute proceedings to enforce compliance therewith unless
it thinks fit so to do but so long only as no such alteration or modification
shall materially adversely affect the use occupation and enjoyment of the
Demised Premises

RENT ACCEPTANCE WHEN BREACH EXISTS

15. No demand for or acceptance or receipt of the Basic Rent Insurance Rent or
any other rents or any payment on account thereof shall operate as a waiver by
the Landlord of any right which the Landlord may have to forfeit these Presents
or re-enter the Demised Premises by reason of any breach of covenant by the
Tenant or otherwise notwithstanding that the Landlord may know or be deemed to
know of such at the time of demand acceptance or receipt and the Tenant shall
not in any proceedings for forfeiture be entitled to rely on any such demand
receipt or acceptance as aforesaid as a defence provided that this provision
shall have effect in relation only to a demand receipt or acceptance made during
such period (if any) as may in all the circumstances be reasonable for enabling
the Landlord to conduct any negotiations with the Tenant for remedying the
breach or other matter



                                    Page 44
<PAGE>   49
TENANT'S COVENANTS FULLY ENFORCEABLE

16. Each of the Tenant's covenants herein contained shall remain in full force
both at law and in equity notwithstanding that the Landlord shall have waived or
released temporarily or permanently revocably or irrevocably or otherwise
howsoever any similar covenant affecting other premises adjoining or near the
Demised Premises for the time being belonging to the Landlord or have waived any
prior breach of any covenant on the part of the Tenant

DISPUTES WITH ADJOINING OWNERS

17. Any dispute arising between the Tenant and tenants or occupiers of adjoining
or neighbouring property belonging to the Landlord about any easement right or
privilege in favour of or affecting the Demised Premises or the premises
adjoining or near the Demised Premises shall be decided by the Landlord's
Surveyor (whose decision including as to costs shall be binding upon the Tenant
who shall submit to and abide by such decision)

WARRANTY DISCLAIMER

18. The Tenant acknowledges that no representation or warranty has been given
prior to the date hereof or is given or implied by these Presents that the use
now or hereafter proposed by the Tenant for the Demised Premises is or will be
or will remain a use which does not constitute a breach of the Planning Acts or
will not require planning permission thereunder and the Term and the Basic Rent
and other rents payable to the Landlord under these Presents shall not determine
by reason of any changes modifications or restrictions of use of or access to
the Demised Premises or by the same being or becoming impracticable or
prohibited for any reason nor that any consent which the Landlord may in its
discretion give to any change of use shall be taken as including any such
representation or warranty

ENFORCEMENT OF LANDLORD'S COVENANTS

19. The covenants on the part of the Landlord contained in or obligations on its
part implied by these Presents shall be binding in full upon the owner of the
reversion expectant upon the Termination of the Term but shall not be
enforceable against any person who has owned such reversion after he shall have
parted with all interest therein

MANAGEMENT COMPANY

20. The Landlord may at any time appoint a management company to provide the
Services and comply with its covenants and obligations contained in the Third
Schedule (whether or not the Common Parts are transferred to the management
company) and if it does so the Tenant the Guarantor and such management company
will enter into a deed of covenant with the Landlord giving effect thereto and
the Tenant and the Guarantor covenanting to comply



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<PAGE>   50
with their covenants and obligations in the Third Schedule and the Landlord the
Tenant and the Guarantor will at the Landlord's cost enter into a deed of
variation to this Lease to incorporate and amend this Lease to give effect to
the change in responsibilities in such form as shall have been agreed by the
other tenants on the Estate

JURISDICTION

21. The High Court of justice in England shall have non-exclusive jurisdiction
to entertain any action or proceedings whatsoever in respect of these Presents
or any provision thereof or any matter or thing arising under or by virtue or
consequent upon these Presents

SERVICE OF PROCESS

22.1 The Guarantor shall at all times maintain an agent for service of process
and any other documents in proceedings in England or any other proceedings in
connection with this Lease.

22.2 Such agent shall be Osborne Clarke of Hillgate House 26 Old Bailey London
EC4M 7HS and any writ judgment or other notice of legal process shall be
sufficiently served on the Guarantor if delivered to such agent at its address
for the time being.

22.3 The Guarantor irrevocably undertakes not to revoke the authority of the
above agent and if for any reason the Landlord requests the Guarantor to do so
the Guarantor shall promptly appoint another such agent with an address in
England and advise the Landlord.

22.4 If following such a request the Guarantor fails to appoint another agent
then the Landlord shall be entitled to appoint one on behalf of the Guarantor.

                              THE SEVENTH SCHEDULE

                                   REGULATIONS

1. No open storage of raw materials shall be permitted on any part of the Estate
nor except with prior written consent of the Landlord and compliance with any
conditions imposed by the Landlord in relation thereto on the Demised Premises

2. No smoke or fumes or noxious smells or noises shall be emitted from the
Demised Premises so as to cause in the reasonable opinion of the Landlord or the
Landlord's Surveyor annoyance or interference with the proper enjoyment of other
premises on the Estate or of the premises adjoining or near the Estate

3. No mechanically operated vehicles cycles hand trucks or trailers shall be
parked or left unattended outside areas properly reserved for such parking nor
in



                                    Page 46
<PAGE>   51
such manner as to obstruct roadways on the Estate or providing access to the
Demised Premises nor so as to prevent ingress and egress of fire fighting
equipment around the curtilage of any building on the Estate

4. Any parked vehicles or goods left on or obstruction to the Common Parts shall
be forthwith removed upon notice and if not so removed will be liable to
confiscation

5. No inflammable materials explosive substances or liquids shall be stored
unless the same are kept in proper containers or receptacles in accordance with
regulations imposed by a competent authority and in any event not abutting any
boundary fences or other property on the Estate

6. Traffic Regulations (including direction of flow parking and speed limits) as
shown by road signs must be observed

7. Care and consideration must be given to pedestrians using roads on the Estate

8. All vehicles and goods brought on to the Estate are brought thereon at the
owners' risk and the Landlord will be liable for damage or theft or any other
hazard

                              THE EIGHTH SCHEDULE

                             GUARANTOR'S COVENANTS

GUARANTEE OF TENANT'S OBLIGATIONS

1.1 The Guarantor hereby guarantees to the Landlord that until (save as provided
in paragraph 4) such time as Epicor Software (UK) Limited shall be released from
the several covenants on the part of the tenant stipulations and conditions
contained in these Presents pursuant to the Landlord and Tenant (Covenants) Act
1995 (the 1995 ACT) at all times during the term and notwithstanding any
disclaimer of these Presents the Basic Rent and other rents hereby reserved and
all other amounts payable by the Tenant will be paid at the respective times and
in manner appointed in these Presents for payment thereof and the several
covenants on the part of the Tenant and stipulations and conditions contained in
these Presents will be duly performed observed and complied with at all times
for such period as aforesaid as well after as before any disclaimer and hereby
covenants with the Landlord that in case of default or delay on the part of the
Tenant the Guarantor will pay and make good to the Landlord on demand anything
whatsoever which ought to be paid performed observed or complied with as
aforesaid including all losses damages and expenses thereby arising or incurred
by the Landlord in respect of any of the aforementioned matters provided that:



                                    Page 47
<PAGE>   52
(a)     any neglect or forbearance on the part of the Landlord either personally
        or by its duly authorised agents in endeavouring to obtain payment of
        the Basic Rent or other rents and payments as and when the same become
        due or

(b)     any delay in taking steps to enforce the performance and observance of
        and compliance with any of the several covenants and stipulations and
        conditions as aforesaid or

(c)     any time which may be given to the Tenant by the Landlord or

(d)     any variation of these Presents with or without the consent of the
        Guarantor or

(e)     should the Tenant (here meaning Epicor Software (UK) Limited) or any
        assignee of that party cease to exist

such an event shall not release exonerate or in any way affect the liability of
the Guarantor under these Presents

1.2 In the event that the Landlord accepts from the Tenant a surrender of part
of the Demised Premises the liability of the Guarantor shall continue in full
force and effect in respect of the part of the Demised Premises remaining vested
in the Tenant under these Presents after any consequent apportionment of the
rents covenants and conditions thereof

ACCEPT NEW LEASE

2. The Guarantor hereby covenants with the Landlord that (save as provided in
paragraph 4 below) until such time as Epicor Software (UK) Limited shall be
released from the several covenants on the part of the tenant stipulations and
conditions contained in these Presents pursuant to the 1995 Act should any
liquidator or trustee in bankruptcy of the Tenant disclaim these Presents or
these Presents become Bona Vacantia and be disclaimed or this Lease be forfeited
or the Tenant cease to exist the Guarantor will if required by the Landlord by
notice given by the Landlord within three months after the date upon which he
receives notice of such event accept from the Landlord on demand a lease of the
Demised Premises (but without the Landlord being under any obligation to grant
the same) and deliver to the Landlord an executed Counterpart thereof and
subject (if the same are still subsisting) to (but with the benefit of) these
Presents any underlease or other interest created by the Tenant then affecting
the Demised Premises for a term commencing on the date of such disclaimer and
equal to the residue then unexpired of the Term such lease to be at the same
Basic Rent as that for the time being payable under these Presents with the like
provisions for review thereof and to contain the like covenants on the part of
the Tenant and the Landlord respectively and the like provisos and



                                    Page 48
<PAGE>   53
conditions in all respects including the proviso for re-entry as are contained
in these Presents

CONTINUING GUARANTEE

3. The obligations of the Guarantor hereunder shall continue throughout the term
and shall subsist in full throughout any renewal of these Presents until (save
as provided in paragraph 4 below) such time as Epicor Software (UK) Limited
shall be released from the several covenants on the part of the tenant
stipulations and conditions contained in these Presents pursuant to the 1995 Act
and this covenant shall impose upon the Guarantor the same obligations (but not
confer upon him any benefit or rights as tenant) as if these Presents had been
granted direct to him as tenant and it is hereby agreed and declared that the
liability of the Guarantor is as principal covenantor with the Landlord and not
merely collateral to the principal liability of the Tenant

AGA

4. The Guarantor covenants with the Landlord that on an assignment of these
Presents by Epicor Software (UK) Limited the Guarantor will guarantee the
obligations of Epicor Software U.K. Limited pursuant to an Authorised Guarantee
Agreement such guarantee being in such form as the Landlord may reasonably
require



SIGNED by ROBIN JAMES GARROW       )         /s/ ROBIN JAMES GARROW
and by ALEX ROBERTON PORTE         )         -----------------------------------
the duly authorised officials of   )
SCOTTISH WIDOWS' FUND              )
AND LIFE ASSURANCE                 )         /s/ ALEX ROBERTON PORTE
SOCIETY and EXECUTED               )         -----------------------------------
as a DEED under the                )         IN CONFORMITY WITH THE REGULATIONS
COMMON SEAL of the said            )         OF THE SOCIETY
Society in the presence of:        )


                                             /s/ JEAN D. BROWN
                                             -----------------------------------
                                             CLERK TO THE SOCIETY


                                             /s/ FRANCES C. FARMS
                                             -----------------------------------
                                             CLERK TO THE SOCIETY



                                    Page 49