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                                                                    Exhibit 10.8

DATED 24th April 1998

                          TODDS OF LINCOLN LIMITED (1)
                            IBIS SYSTEMS LIMITED (2)

                                COUNTERPART LEASE
                                 of premises at
                                 Centenary House
                                   Whisby Way
                                     Lincoln

                                     Nelsons
                                  Pennine House
                                8 Stanford Street
                                   Nottingham


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THIS LEASE is made the 24th day of April 1998

BETWEEN:

1.    "The Landlord" TODDS OF LINCOLN LIMITED whose registered office is at
      Centenary House Whisby Way Lincoln

2.    "The Tenant" IBIS SYSTEMS LIMITED whose registered office is situate at 2
      Twyford Place Lincoln's Inn Cressex Business Park High Wycombe
      Buckinghamshire

Operative provisions:

1. Interpretation

1.1 Definitions

In this Lease the following words and expressions shall where the context so
admits be deemed to have the following meanings;

1.1.1 "CONDUCTING MEDIA" means drains sewers conduits flues gutters gullies
channels ducts shafts watercourses pipes cables wires and mains or any of them
in existence at the date of this Lease or such substituted conducting media as
the Landlord may construct in replacement of the same;

1.1.2 "THE DEMISED PREMISES" means the property described in Schedule 1 and
refers to each and every part of the Demised Premises;

1.1.3 "INSURED RISKS has the meaning given to it in Schedule 4

1.1.4 "INTEREST" means interest at the rate of 4 per cent over the base rate of
Barclays Bank PLC for the time being and from time to time prevailing as well
after as before judgement or such other comparable rate as the Landlord may
reasonably designate if the base rate shall cease to be published;

1.1.5 "THE LANDLORD" includes all persons entitled to the reversion immediately
expectant upon he determination of this Lease;

1.1.6 "THIS LEASE" is a reference to this lease and includes any instruments
supplemental to it;

1.1.7 "OUTGOINGS" means all non-domestic and business rates water rates water
charges and all existing and future taxes charges assessments impositions and
outgoings whatsoever whether parliamentary municipal parochial or otherwise
which are now or may at any time in the future be payable charged or assessed on
property or the owner or occupier of property


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1.1.8"THE SCHEDULE OF CONDITION" means the Schedule of Condition to be prepared
[            ] and to be agreed between the parties and signed by them

1.1.9 "THE TENANT" includes the Tenant's successors in title and assigns in whom
this Lease shall for the time being be vested;

1.1.10 "THE TERM" means the term of years granted by this Lease and any
statutory continuation or extension of the term of years;

1.1.11 "THE ENCUMBRANCES" means the restrictions stipulations covenants rights
reservations provisions and other matters contained imposed by or referred to in
the instruments brief particulars of which are set out in Schedule 3

1.2 Interpretation of restrictions on the tenant

1.2.1 In any case where the Tenant is placed under a restriction by reason of
the covenants and conditions contained in this Lease the restriction shall be
deemed to include the obligation on the Tenant not to permit or allow the
infringement of the restriction by any person claiming rights to use enjoy or
visit the Demised Premises through under or in trust for the Tenant and where
the Tenant is obliged not to commit an act in breach of covenant this shall be
deemed an obligation not to omit to do any act required for compliance with that
covenant

1.2.2 References to "liability" include where the context allows claims demands
proceedings losses costs and expenses

1.3 Clauses and clause headings

1.3.1 The clause and paragraph headings in this Lease are for ease of reference
only and shall not be taken into account in the construction or interpretation
of any covenant condition or proviso to which they refer

1.3.2 References in this Lease to a clause Schedule or paragraph are references
where the context so admits to a clause Schedule or paragraph of a Schedule in
this Lease and references in a Schedule to a paragraph are unless the context
otherwise requires references to a paragraph of that Schedule

1.4 Singular and plural meanings

Words in this Lease reporting the singular meaning shall where the context so
admits include the Plural meaning and vice versa

1.5 Statutes and statutory instruments

References in this Lease to any statutes or statutory instruments shall include
and refer to any statute or statutory instrument amending consolidating or
replacing them respectively from time to time and for the time being in force
and references


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to a statute include statutory instruments and regulations made pursuant to them

1.6 Gender

Words in this Lease of the masculine gender shall include the feminine and
neuter genders and vice versa and words denoting natural persons shall include
corporations and firms and all such words shall be construed interchangeably in
that manner

1.7 Joint and several obligations

Where the party of the second part to this Lease is or shall be two or more
persons the expression "the Tenant" shall include the plural number and
obligations in this Lease expressed or implied to be made with the Tenant or by
the Tenant shall be made or by such persons jointly and severally

2. The demise

In consideration of the rent and the covenants reserved by and contained in this
Lease:

2.1 the Landlord at the request of the Surety DEMISES to the Tenant:

2.1.1 ALL the Demised Premises subject to the Encumbrances;

2.2 for the TERM of 15 years commencing on [1st April 1998] and determinable as
provided by this Lease; and

2.3 the Tenant PAYING during the Term;

2.3.1 the yearly rent of (pound)60,000.00 for the first two years of the term
thereafter increasing to a yearly rent of (pound)70,000 unless the Tenant shall
have procured that a surety satisfactory to the Landlord enters into a guarantee
containing the terms and provisions set out in Clause 6 of this Lease for the
obligations of the Tenant under this Lease (in which case the yearly rent shall
be (pound)60,0O0 from the date that such guarantee is entered into or the
reviewed rent as provided for in Schedule 5 such rents to be paid by equal
quarterly payments in advance on the usual quarter days in every year the first
or a proportionate part of such payments in respect of the period commencing 1st
April 1998 and ending on the quarter day next following to be made on the grant
of this Lease

2.3.2 as additional rent the monies payable by the Tenant under Schedule 4

2.3.3 as additional rent any Value Added Tax chargeable on the rent and
additional rent reserved in clauses 2.3.1 and 2.3.2

3. Tenant's covenants


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THE TENANT COVENANTS with the Landlord as follows:

3.1 Rent

3.1.1 To pay the yearly rent reserved by this Lease free from any deductions
and rights of set-off at the times and in the manner required under clause
2.3.1. and by means of a standing order to the Tenant's bankers and the
additional rents reserved by this Lease at the times and in the manner specified
in relation to each of them

3.1.2 If the whole or any Part of the rents and other monies due under this
Lease on the part of the Tenant shall remain unpaid seven days after they shall
have become due including where rent has been properly suspended by the Landlord
for breach of covenant (in the case of the yearly rent whether formally demanded
or not) on the part of the Tenant then to pay Interest on such rents or part of
the rents and other monies as from the date they become due until they are paid
to or accepted by the Landlord

3.2 Outgoings

3.2.1 To pay and discharge all rates and other Outgoings in respect of the
Demised Premises other than taxes imposed on the Landlord in respect of income
arising from rents or from a disposal or dealing with the reversionary interest
in the Demised Premises

3.2.2 To reimburse the Landlord for loss of relief from non-domestic rate of an
occupied property which would have been available to the Landlord in respect of
vacancy of the Demised Premises after the termination of this Lease but for the
allowance of relief to the Tenant or any other person formerly in occupation of
the Demised Premises for vacancy commencing before the termination of this Lease

3.3 Party expenses and service charge

To pay to the Landlord within 7 days of demand a fair proportion of any costs
incurred in respect of facilities enjoyed in common by the Demised Premises and
the occupiers of any adjoining or neighbouring property

3.4 Repair

3.4.1 From time to time and at all times well and substantially to repair and
clean the Demised Premises and to keep the Demised Premises in good and
substantial repair and condition and where necessary to replace rebuild or renew
the same provided that the Tenant shall not be obliged to keep the Demised
Premises in any better repair that that evidenced by the Schedule of Condition

3.4.2 The obligations in clause 3.4.1 extend to all improvements and additions
to the Demised Premises and all landlord's fixtures and fittings and
appurtenances of whatever nature affixed or fastened to the Demised Premises


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3.4.3 To notify the Landlord forthwith of any damage by the Insured Risks

3.5 Decorations

3.5.1 In the year 2003 and thereafter in every fifth year of the Term and in the
last three months of the Term howsoever determined to decorate the inside of the
Demised Premises with two coats of good quality paint or good quality polish and
with paper for those parts normally papered or other suitable and appropriate
materials of good quality in a workmanlike manner such decorations in the last
three months of the Term to be executed in such colours patterns and materials
as the Landlord may reasonably and properly require

3.5.2 In the year 2001 and thereafter in every third year of the Term and also
in the last three months of the Term howsoever determined to decorate the
exterior of the Demised Premises with three coats of good quality paint or good
quality polish or other appropriate and suitable material or treatment of good
quality in a proper and workmanlike manner

3.5.3 Not without the consent of the Landlord to alter cover up or change any
part of the architectural decorations or the external colour of the Demised
Premises

3.6 Landlord's right of inspection and right of repair

3.6.1 To permit the Landlord and its servants or agents at all reasonable times
upon reasonable written notice being given (save in case of emergency) to enter
into inspect and view the Demised Premises and examine their condition and also
to take a schedule of fixtures in the Demised Premises

3.6.2 If any breach of covenant defects disrepair removal of fixtures or
unauthorised alterations or additions shall be found upon inspection for which
the Tenant is liable then upon notice by the Landlord to the Tenant to execute
all repairs works replacements or removals required within three months or
sooner if necessary after the receipt of such notice to the reasonable,
satisfaction of the Landlord or its surveyor

3.6.3 In the case of default it shall be lawful for workmen or agents of the
Landlord to enter into the Demised Premises and execute such repairs works
replacements or removals

3.6 4 To pay to the Landlord on demand all expenses so incurred with Interest
from the date of demand until the date they are paid by the Tenant to the
Landlord such expenses and interest to be recoverable as if they were rent in
arrear

3.7 Yield up in repair at the end of the term

At the expiration or earlier determination of the Term or such later time as the
Landlord recovers possession of the Demised Premises from the Tenant;


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3.7.1 quietly to yield up the Demised Premises together with all additions and
improvements to the Demised Premises and all fixtures which during the Term may
be fixed or fastened to or upon the Demised Premises other than Tenant's
fixtures removable by the Tenant decorated repaired cleaned and kept in
accordance with the Tenant's covenants contained in this Lease (except in
respect of damage by the Insured Risks as allowed in Schedule 4);

3.7.2 if so requested by the Landlord to remove from the Demised Premises all
the Tenant's belongings that is to say trade fixtures and fittings and all
notices notice boards and signs bearing the name of or otherwise relating to the
Tenant including in this context any person deriving title to the Demised
Premises under the Tenant or its business; and

3.7.3 to make good to the satisfaction of the Landlord all damage to the Demised
Premises resulting from the removal of the Tenant's belongings from the Demised
Premises

3.7.4 if the Tenant fails to leave the Demised Premises in such condition as
aforesaid then and in such case the Landlord may do or effect all such repairs
renovations and decorations for which the Tenant is liable hereunder and the
cost thereof shall be paid by the Tenant to the Landlord on demand and the
Tenant shall also pay to the Landlord mesne profits at the rate of the rent
payable hereunder immediately prior to the said expiration or determination
during the period reasonably required for carrying out such work and the amount
or such mesne profits shall be added to the cost of carrying out such work as
aforesaid

3.8 Landlord's right of entry for repairs etc.-

3.8.1 To permit the Landlord and the agents workmen and others employed by the
Landlord or by the other owners tenants or occupiers of any adjoining or
neighbouring property at reasonable times after giving to the Tenant written
notice except in an emergency to enter upon the Demised Premises;

3.8.1.1 to alter maintain or repair the adjoining premises or property of the
Landlord or person so entering; or

3.8.1.2 to construct add to alter maintain repair or fix anything serving such
property and running through or on the Demised Premises including the Conducting
Media; or

3.8.1.3 to comply with any obligation to any third party having legal rights
over the Estate; or

3.8.1.4 in exercise of a right or to comply with any obligation under this
Lease; or

3.8.1.5 in connection with the development of any adjoining or neighbouring land
or premises including the right to build on or onto or in prolongation of any
boundary wall of the Demised Premises;


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without payment of compensation for any nuisance annoyance inconvenience or
damage caused to the Tenant subject to the Landlord or other person so entering
exercising such right in a reasonable manner and making good any damage caused
to the Demised Premises without unreasonable delay

3.9 Alterations

3.9.1 Not to make any alterations or additions to or affecting the structure or
exterior of the Demised Premises or the appearance of the Demised Premises as
seen from the exterior

3.9.2 Not without the consent of the Landlord to make any other alteration or
additions to the Demised Premises

3.9.3 At the expiration or earlier determination of the Term if and to the
extent required by the Landlord to reinstate the Demised Premises to the same
condition as they were in at the grant of this Lease such reinstatement to be
carried out under the supervision and to the reasonable satisfaction of the
Landlord or the Landlord's Surveyor

3.9.4 To procure that any alterations or additions to the Demised Premises
permitted by the Landlord under clause 3.9.2. shall be carried out only by a
contractor approved by the Landlord such approval not to be unreasonably
withheld

3.10 Alienation

3.10.1 Unless otherwise permitted under this Clause or otherwise agreed in
writing by the Landlord the Tenant shall not;

      3.10.1.1    hold the Demised Premises expressly or impliedly on trust for
                  another person;

      3.10.1.2    part with possession of the Demised Premises;

      3.10.1.3    share possession of the Demised Premises with another person;

      3.10.1.4    allow anyone other than the Tenant and its officers and
                  employees to occupy the Demised Premises (except that the
                  Tenant may share occupation of the Demised Premises in a
                  mariner which does not transfer or create a legal estate with
                  a company that is a member of the same group (as defined by
                  Section 42 of the Landlord & Tenant Act 1954);

                  (i)   for so long as both the Tenant and that company remain
                        members of the same group; and

                  (ii)  provided that within 21 days of such sharing the
                        Landlord receives notice of the Company sharing
                        occupation and the


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                        address of its registered office and its written
                        acknowledgement that for so long as it occupies the
                        Demised Premises the Landlord has the same right to
                        distrain against the assets on the Demised Premises as
                        against the assets of the Tenant.

3.10.2   The Tenant shall not assign a part (as distinct from the whole) of the
         Demised Premises

3.10.3   (Subject to the provisions of sub-paragraphs 3.10.3.1 and 3.10.3.2
         below) the Tenant shall not assign the whole of the Demised Premises
         without first obtaining the written licence of the Landlord which shall
         not be unreasonably withheld or delayed PROVIDED THAT

         3.10.3.1 The Landlord may withhold licence to an assignment if any of
                  the following circumstances (which are specified for the
                  purposes of Section 19 (lA) of the Landlord and Tenant Act
                  1927) shall apply either at the date when application for the
                  licence to assign is made or after that date but before such
                  licence is given and if after such licence has been given but
                  before completion of the assignment any such circumstances
                  apply the Landlord may revoke such licence:

                  (i)   any sum due from the Tenant under this Lease remains
                        unpaid; or

                  (ii)  in the reasonable opinion of the Landlord's surveyor
                        there are any material outstanding breaches of any
                        covenant relating to the state and condition of the
                        Demised Premises being either:-

                        (A) a Tenant covenant under this lease; or

                        (B) a personal covenant undertaken by the Tenant making
                        the application for the licence to assign.

                  (iii) the proposed assignee or any guarantor for the proposed
                        assignee has the benefit of state or diplomatic
                        immunity; or

                  (iv)  the proposed assignee is a corporation registered in (or
                        otherwise resident in) a jurisdiction in which the order
                        of a Court obtained in England and Wales will not
                        necessarily be enforced without any consideration of the
                        merits of the case

                  (v)   in the reasonable opinion of the Landlord the proposed
                        assignee is not of sufficient financial standing to
                        enable it to comply with the tenants covenants in the
                        Lease


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                  (vi)  in the reasonable opinion of the Landlord the value of
                        the Landlord's interest in the Property would be
                        diminished or otherwise adversely affected by the
                        Proposed Assignment on the assumption (whether or not a
                        fact) that the Landlord wished to sell it's interest the
                        day following completion of the Proposed Assignment of
                        this Lease to the Proposed Assignee

         3.10.3.2 The Landlord may impose any or all of the following conditions
                  (which are specified for the purpose of Section 9(1A) of the
                  Landlord and Tenant Act 1927) on giving any licence for an
                  assignment by the Tenant of the whole premise:-

                  (i)   upon or before the assignment and before giving
                        occupation to the proposed assignee the Tenant making
                        the application for the licence to assign shall covenant
                        by way of indemnity and guarantee with the Landlord in
                        the terms of an Authorised Guarantee Agreement with the
                        Landlord in a deed on the terms of Schedule 3 to this
                        Lease with such amendments thereto as the Landlord shall
                        require

                  (ii)  if so required by the Landlord the proposed assignee
                        (being a company) shall upon or before any assignment
                        and before taking occupation obtain guarantors
                        reasonably acceptable to the Landlord who shall enter
                        into a deed of covenant in the terms set out in Clause 6
                        of this Lease or such other provisions as the Landlord
                        shall reasonably require and/or shall provide the
                        Landlord with a rent deposit on terms to be reasonably
                        determined by the Landlord

                  (iii) that all material breaches of the Tenant's covenants and
                        conditions in this Lease have been remedied

                  (iv)  the payments to the Landlord of all rents and other sums
                        which have fallen due under the Lease prior to the date
                        of the assignment

         3.10.3.3 The provisos contained in Clauses 3.10.3.1 and 3.10.3.2 shall
                  operate without prejudice to the right of the Landlord to
                  withhold such consent on any other ground or grounds where
                  such withholding of consent would be reasonable or to impose
                  any further condition or conditions upon the grant of consent
                  where the imposition of such condition or conditions would be
                  reasonable

3.10.4   The Tenant shall not charge a part (as distinct from the whole) of the
         Demised Premises

3.10.5   Not to underlet the whole or part of the Demised Premises except in
         accordance with the following provisions:-


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3.10.5.1 Any consent of the Landlord to an underletting of the whole of the
         Demised Premises will be subject to conditions that:

         3.10.5.1.1 the undertenant enters into a deed with the Landlord in
                    which the undertenant covenants that during the period when
                    the undertenant is bound by the tenant covenants contained
                    in the underlease together with any additional period during
                    which the undertenant is bound by an authorised guarantee
                    agreement the undertenant will observe and perform the
                    provisions of this Lease (excluding the covenant as to the
                    payment of rent) and the provisions of the underlease

         3.10.5.1.2 the underlease is granted without a fine or premium at a
                    rent no lower than the then open market rent approved by the
                    Landlord (such approval not to be unreasonably withheld)

         3.10.5.1.3 the rent is payable in advance on the same days as rent is
                    payable under this Lease

         3.10.5.1.4 the underlease contains provisions approved by the Landlord
                    (such approval not to be unreasonably withheld):

         (a)        for the upwards-only review of the rent on the basis set out
                    in Schedule 5 or in such other form as the Landlord
                    reasonably requires or approves

         (b)        for the rent to be reviewed either on the Review Dates or on
                    such other dates approved by the Landlord by which the rent
                    is reviewed no less frequently

3.10.5.2 Any consent of the Landlord to an underletting of the whole or part of
         the Demised Premises will be subject to further conditions:-

(a) prohibiting the undertenant from doing or allowing any act or thing in
relation to the Property inconsistent with or in breach of the provisions of
this Lease

(b) for re-entry by the underlandlord on breach of any covenant by the
undertenant

(c) imposing an absolute prohibition against all dealings with the Property
other than an assignment or charge of the whole

(d) prohibiting any assignment of the whole of the Property without the consent
of the Landlord under this Lease and except on the basis set out in this clause
3.10 of this Lease such provisions being incorporated into the underlease


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      (e) prohibiting any charge of the whole of the Property without the
      consent of the Landlord under this Lease

      (f) prohibiting the undertenant from parting with possession or permitting
      another to share or occupy or hold on trust for another the Property or
      any part of it

      (g) imposing in relation to any permitted assignment the same obligations
      for registration with the Landlord as are in this Lease in relation to
      dispositions by the Tenant

      (h) excluding the provisions of the 1954 Act, sections 24-28 from the
      letting created by the underlease

3.10.6 The Tenant covenants with the Landlord:

      3.10.6.1 to enforce the performance by every undertenant of the provisions
               of the underlease and not at any time to waive any breach of the
               covenants or conditions on the part of any undertenant or
               assignee of any underlease nor (without the consent of the
               Landlord such consent not to be unreasonably withheld) to vary
               the terms of any underlease

      3.10.6.2 in the case of an underletting of whole not to agree any reviewed
               rent with the undertenant without the approval of the Landlord
               such approval not to be unreasonably withheld

      3.10.6.3 in the case of an underletting of whole not to agree any
               appointment of a person as the third party determining the
               revised rent without the approval of the Landlord such approval
               not to be unreasonably withheld

      3.10.6.4 in the case of an underletting of whole to incorporate as part of
               its representations to that third party representations required
               by the Landlord

      3.10.6.5 in the case of an underletting of whole to give the Landlord
               details of every rent review within twenty-eight days of its
               outcome

      3.10.6.6 not to grant the underlease or permit the undertenant to occupy
               the Property unless an order has been obtained under the 1954
               Act, section 38(4)

3.11 Insolvency of covenantors

The Tenant covenants with the Landlord:

3.11.1 to give notice to the Landlord within 14 days if any person who has
entered into covenants with the Landlord under the provisions of this clause
(where that


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person has not been released from these obligations) becomes Insolvent (as
defined in clause 4.1.3) or dies

3.11.2 if requested by the Landlord following the service of a notice under
clause 3.12.1 to procure that within 14 days of the request some other person
reasonably acceptable to the Landlord enters into covenants with the Landlord in
substantially the same form

3.12 Registration of dispositions of this Lease

Within one month after the execution of any disposition of this Lease or the
Demised Premises whether by charge or assignment or upon any transmission by
reason of a death or otherwise affecting the Demised Premises to produce to and
leave with Solicitors for the time being of the Landlord the deed instrument or
other document or disposition (and in each case a certified copy for retention
by the Landlord) and on each occasion to pay to such Solicitors a registration
fee of (pound)30.00 plus VAT

3.13 User

3.13.1 Not to use the Demised Premises otherwise than a use falling within Class
B1 or B8 of the Town & Country Planning (Use Classes) Order 1987 (the Authorised
Use)

3.13.2 Nothing contained in this lease shall imply or be treated as a warranty
to the effect that the use of the Demised Premises for the purposes above
mentioned is in compliance with all Town Planning laws and regulations now or
from time to time in force

3.14 Restrictions affecting use of the demised premises

3.14.1 Not to erect nor install in the Demised Premises any engine furnace or
machinery whether driven by steam oil or electric energy or otherwise which
causes noise fumes or vibration which can be heard smelled or felt outside the
Demised Premises

3.14.2 Not to store in the Demised Premises any petrol or other specially
inflammable explosive or combustible substance

3.14.3 Not to use the Demised Premises for any noxious noisy or offensive trade
or business nor for any illegal or immoral act or purpose

3.14.4 Not to hold any sales by auction on the Demised Premises

3.14.5 Not to hold in or on the Demised Premises any exhibition public meeting
or public entertainment

3.14.6 Not to permit any vocal or instrumental music in the Demised Premises so
that it can be heard outside the Demised Premises


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3.14.7 Not to permit livestock of any kind to be kept on the Demised Premises

3.14.8 Not to do in or upon the Demised Premises anything which may be or grow
to be a nuisance annoyance disturbance inconvenience or damage to the Landlord
or its other Tenants of the Estate or to the owners tenants and occupiers of
adjoining and neighbouring properties

3.14.9 Not to load or use the floors walls ceilings or structure of the Demised
Premises in any manner which will cause strain damage or interference with the
structural parts loadbearing framework roof foundations joists and external
walls of the Demised Premises

3.14.10 Not to overload the electrical installation Conducting Media in the
Demised Premises

3.14.11 Not to do or omit to do anything which interferes with or which imposes
an additional loading on any electrical systems hot water systems ventilation
heating or other plant or machinery serving the Demised Premises

3.14.12 Not to use the Demised Premises as a betting shop or betting office

3.14.13 Not to use the Demised Premises for the sale of wines spirits beers or
any intoxicating liquor for consumption either on or off the Demised Premises

3.14.14 Not to allow any person to sleep in the Demised Premises nor to use the
Demised Premises for residential purposes

3.14.15 Not at any time to place in the passages corridors staircases lavatories
access ways and service areas serving or demised with the Demised Premises any
goods mats trade empties rubbish or other obstruction

3.14.16 Not to accumulate trade empties upon the Demised Premises

3 14.17 Not to place or install any articles merchandise goods or other things
in front of or elsewhere outside the buildings forming part of the Demised
Premises

3.14.18 Not to permit the drains to be obstructed by oil grease or other
deleterious matter but to keep the Demised Premises and the drains serving the
Demised Premises thoroughly cleaned as often as may be necessary

3.14.19 Not to use any portion of any access roads or service area for the
parking of vehicles but to use them as a means of access to and egress from the
Demised Premises only

3.15 Advertisements and signs

3.15.1 Not to place or display on the exterior of the Demised Premises or on the
windows or inside the Demised Premises so as to be visible from the exterior of
the


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Demised Premises any name writing notice sign illuminated signed display of
lights placard poster sticker or advertisement other than;

3.15.1.1 a suitable sign of a size and kind first approved by the Landlord or
the Landlord's Surveyor showing the Tenant's name and trade;

3.15 1.2 such other notices as the Landlord may in its absolute discretion
approve

3.16 Loading and deliveries

Not to load or unload vehicles except in the servicing areas or loading bays
provided for such purpose and in the course of such loading or unloading;

3.16.1 to comply with any regulations of the Landlord and the requirements of
the local highway authority; and

3.16.2 not to cause any avoidable obstruction

3.17 Compliance with statutes etc...

3.17.1 To comply in all respects with the provisions of all statutes and
instruments pursuant to them for the time being in force and requirements of any
competent authority relating to the Demised Premises or anything done in or upon
them by the Tenant and to indemnify the Landlord against all actions proceedings
claims or demands which may be brought or made by reason of such statutes or
requirements or any default in compliance with them

3.17.2 In particular but without prejudice to the generality of clause 3.17.1;

3.17.2.1 to execute all works and do all things on or in respect of the Demised
Premises which are required under the Office Shops and Railway Premises Act
1963;

3.17.2.2 to comply with all requirements under any present or future Act of
Parliament order by-law or regulation as to the use or occupation of or
otherwise concerning the Demised Premises;

3.17.2.3 to execute with all due diligence commencing work within one month or
sooner if necessary and then proceeding continuously all works to the Demised
Premises for which the Tenant is liable in accordance with this clause 3.17;

3.17.2.4 if the Tenant shall not comply with clause 3.17.2.3 to permit the
Landlord to enter the Demised Premises to carry out such works and to pay to the
Landlord on demand the reasonable expense of so doing including surveyors' and
other professional advisers fees together with Interest from the date of
expenditure until payment by the Tenant to the Landlord such monies to be
recoverable as if they were rent in arrear


                                                                   Page 15 of 34
<PAGE>   16

3.18 Planning permissions

3.18.1 Not without the consent in writing of the Landlord to make any
application under the Town and Country Planning Act 1990 to any local planning
authority for permission to develop including change of use of the Demised
Premises

3.18.2 To indemnify the Landlord against any development charges other charges
and expenses payable in respect of such applications and to reimburse to the
Landlord the costs they may properly incur in connection with such consent

3.18.3 To pay to the Landlord within 7 days of demand any sum or sums which may
become payable in consequence of the use of the Demised Premises reverting to
that existing prior to such application being made

3.18.4 Forthwith to give to the Landlord full particulars in writing of the
grant of planning permission

3.18.5 Not to implement any planning permission if the Landlord shall object to
any of the conditions subject to which it has been granted

3.19 Compliance with town planning requirements and receipt of notices

3.19.1 To perform and observe all the provisions and requirements of all
statutes and regulations relating to town and country planning in relation to
the Demised Premises and to obtain any development or other consent permit or
licence which may be requisite by reason of the development or manner of use of
or on the Demised Premises by the Tenant

3.19.2 To indemnify the Landlord from and against any loss or expense suffered
by the Landlord by reason of the Tenant's failure to obtain any necessary
development or other consents permits or licence as aforesaid

3.19.3 To give full particulars to the Landlord of any notice or proposal for a
notice or order or proposal for an order made given or issued to the Tenant
under or by virtue of any statute or regulation within seven days of the receipt
of any such by the Tenant and if so required by the Landlord to produce such
notice or proposal for a notice or order to the Landlord

3.19.4 Forthwith to take all reasonable and necessary steps to comply with any
such notice or order

3.19.5 At the request and cost of the Landlord to make or join with the Landlord
in making such objections or representations against or in respect of any
proposal for such a notice or order as the Landlord may deem expedient

3.20 Claims made by third parties

3.20.1 To the Landlord against any claims proceedings or demands and the costs
and expenses so incurred which may be brought against the


                                                                   Page 16 of 34
<PAGE>   17

Landlord by any employees workpeople agents or visitors of the Tenant or other
in respect of any accident loss or damage whatsoever to person or property
howsoever caused or occurring in or upon the Demised Premises

3.20.2 To keep the landlord indemnified against liability by the Landlord by
reason of breach by the Tenant of its obligations in the Lease

3.21 Expenses of the Landlord

To pay all expenses on an indemnity basis including Solicitors costs bailiff's
fees and Surveyors' and Architects fees incurred by the Landlord;

3.21.1 incidental to or in contemplation of the collection of rent arrears and
of the preparation and service of a Schedule of Dilapidations and/or a notice
under sections 146 and 147 of the Law of Property Act 1925 notwithstanding that
forfeiture is avoided otherwise than by relief granted by the Court; and

3.21.2 in connection with every application for any consent or approval made
under this Lease whether or not such consent or approval shall be granted or
given

3.22 Obstruction of windows or lights

3.22.1 Not to stop up darken or obstruct any windows or lights belonging to the
Demised Premises or any other buildings belonging to the Landlord nor permit any
new windows light opening doorway path passage drain or other restriction
encroachment or easement to be made

3.22.2 Not to permit any easement to be made or acquired into against or upon
the Demised Premises

3.22.3 Where any such -window light opening doorway path passage drain or other
restriction encroachment or easement shall be made or attempted to be made or
acquired forthwith to give notice of the circumstances to the Landlord and at
the request and cost of the Landlord to adopt such course as may be reasonably
required or deemed proper by the Landlord for preventing any such restriction
encroachment or the acquisition of any such easement

3.23 Cleaning of windows

To keep the glass in the windows of the Demised Premises clean

3.24 Value added tax

3.24.1 To pay any value added tax lawfully imposed upon and added to any fee
rent charge cost or expense in respect of goods and services supplied by or on
behalf of the Landlord in connection with this Lease

3.24.2 To indemnify the Landlord to the extent that input value added tax for
which the Landlord may be liable to third parties in respect of goods and
services


                                                                   Page 17 of 34
<PAGE>   18

supplied to the Landlord in connection with this Lease is not recoverable by the
Landlord by credit against output value added tax or repayment to the Landlord
by the Commissioners of Customs and Excise

3.25 Notices to let and for sale

3.25.1 To allow the Landlord or its agents to enter on the Demised Premises at
any time:

3.25.1.1 within six months next before the expiration or earlier determination
of the Term to fix upon the Demised Premises a notice board for reletting the
Demised Premises;

3.25.1.2 to fix on some part of the Demised Premises a notice board for sale of
the interest of the Landlord;

3.25.2 not to remove or obscure any such notice board; and

3.25.3 to permit all persons authorised by the Landlord or its agents to view
the Demised Premises at reasonable hours without interruption in connection with
any such letting or sale

3.26 Tenants Negligence

To indemnify the Landlord against all claims demands actions proceedings
liabilities costs charges and expenses in respect of or incurred in connection
with any damage or injury occasioned to the Demised Premises or the Estate or
any adjacent or neighbouring premises or any person or any other property
moveable or immovable by any act default or negligence of the Tenant or of the
servants agents licensees of the Tenant or by any breach of the covenants on the
part of the Tenant herein contained

4. Provisos:

THE PARTIES AGREE to the following provisos:

4.1 Proviso for re-entry

4.1.1 The Landlord may terminate this Lease by re-entering the Demised Premises
(or a part of them) itself or by an authorised agent if:

4.1.1.1 any or any part of the rents reserved by the Lease shall be unpaid for
fourteen days after any of the days when they become due for payment (whether or
not they shall have been lawfully demanded); or

4.1.1.2 the Tenant shall at any time fail or neglect to perform or observe any
of the covenants conditions or agreements contained in this Lease to be
performed or observed by the Tenant or shall allow any distress or execution to
be levied on the Tenant's goods; or


                                                                   Page 18 of 34
<PAGE>   19

4.1.1.3 an event of insolvency shall occur in relation to the Tenant or one of
the Tenants or any guarantor of the Tenant or one of the Tenants;

4.1.2 Re-entry in exercise of the rights contained in clause

4.1.1 shall be without prejudice to any right of action or remedy of the
Landlord in respect of any antecedent breach of any of the covenants by the
Tenant contained in the Lease

4.1.3 The expression "an event of insolvency" in clause 4.1.1.3 includes (in
relation to a company or other corporation which is the Tenant or one of the
Tenants or a guarantor) inability of the company to pay its debts entry into
liquidation either compulsory or voluntary (except for the purpose of
amalgamation or reconstruction) the passing of a resolution for a creditors
winding up, the making of a proposal to the company and its creditors for a
composition in satisfaction of its debts or a scheme of arrangement of its
affairs, the application to the court for an administration order, and the
appointment of a receiver or an administrative receiver, and in relation to an
individual who is the Tenant or a guarantor inability to pay or having no
reasonable prospect of being able to pay his debts, the presentation of a
bankruptcy petition, the making of a proposal to his creditors for a composition
in satisfaction of his debts or a scheme of an arrangement of his affairs, the
application to the court for an interim order, and the appointment of a
receiver, and in relation to the various events of insolvency they shall
wherever appropriate be interpreted in accordance and conjunction with the
relevant provisions of the Insolvency Act 1986

4.2 Arbitration of disputes between tenants

If any dispute or disagreement shall at any time arise between the Tenant and
the tenants and occupiers of any adjoining or contiguous property or premises
belonging to the Landlord relating to the Conducting Media serving the Estate or
any adjoining or contiguous premises or any easements or privileges whatsoever
affecting or relating to the Estate or any adjoining or contiguous property or
premises the dispute or disagreement shall from time to time be settled and
determined by the Landlord to which determination the Tenant shall from time to
time submit

4.3 Accidents

The Landlord shall not be responsible to the Tenant or the Tenant's licensees
nor to any other person for any:

4.3.1 accident happening or injury suffered in the Demised Premises; or

4.3.2 damage to or loss of any goods or property sustained in the Demised
Premises whether or not due to any failure of any security system for which the
Landlord is any way responsible; or


                                                                   Page 19 of 34
<PAGE>   20

4.3.3 act omission or negligence of any employee of the Landlord in respect of
the Demised Premises

4.4 Compensation for disturbance

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

4.5 Removal of property after determination of term

4.5.1 If at such time as the Tenant has vacated the Demised Premises after the
determination of this Lease any property of the Tenant shall remain in or on the
Demised Premises and the Tenant shall fail to remove the same within 14 days
after being requested by the Landlord so to do by a notice 10 that effect then
the Landlord may as the agent of the Tenant sell such property and shall then
hold the proceeds of sale after deducting the costs and expenses or removal
storage and sale reasonably and properly incurred by it to the order of the
Tenant

4.5.2 The Tenant shall indemnify the Landlord against any liability incurred by
it to any third party whose property shall have been sold by the Landlord in the
bona fide mistaken belief (which shall be presumed unless the contrary be
proved) that such property belonged to the Tenant and was liable to be dealt
with as such pursuant to this clause

4.6 Notices consents and approvals

4.6.1 Any notice served under or in connection with this Lease shall be in
writing and be properly served if compliance is made with the provisions of
section 196 of the Law of Property Act 1925 as amended by the Recorded Delivery
Service Act 1962

4.6.2 Any consent or approval under this Lease shall be required to be obtained
before the act or event to which it applies is carried out or done and shall be
effective only when the consent or approval is given in writing

5. Landlords' covenants:

THE LANDLORD COVENANTS with the Tenant as follows:

5.1 Quiet enjoyment

That the Tenant paying rents and performing the Tenant's covenants reserved by
and contained in this Lease may lawfully and peaceably enjoy the Demised
Premises throughout the Term without any lawful suit eviction or interruption by
the Landlord or by any person lawfully claiming through under or in trust for
the Landlord


                                                                   Page 20 of 34
<PAGE>   21

6 Guarantee provision:

6.1 Guarantee

6.1.1 The Surety guarantees to the Landlord that the Tenant will pay the rents
reserved by and perform and observe all the Tenant's covenants in this Lease
throughout the Term and any extension by statute of the tenancy created by this
Lease and the Surety will pay and make good to the Landlord on demand any losses
damages costs and expenses suffered or incurred by the Landlord by reason of any
failure of the Tenant to do so

6.1.2 the guarantee in Clause 6.1.1 remains in force for so long as and to the
extent that the Tenant is not released by law from the liability for the
Tenant's covenants in this Lease

6.1.3 The Surety also guarantees to the Landlord that the Tenant will observe
and perform it's obligations under the Authorised Guarantee Agreement to be
entered into by the Tenant under the terms of this Lease and will pay and make
good to the Landlord on demand any losses damages costs and expenses suffered or
incurred by the Landlord if the Tenant fails to do so

6.1.4 For the purpose of this Clause 6 references to the Tenant are to the
Tenant in relation to whom the surety guarantee is given but not to a lawful
assignee of that Tenant

6.2 No waiver or release of liability

The Surety is not to be released from liability under these provisions by reason
of

6.2.1 any forbearance the granting of time or any other indulgence on the part
of the Landlord including (but without affecting the general operation of this
clause 6.2) any granting or extension of time under or varying the procedure set
out in Schedule 5 paragraph 5; or

6.2.2 any variation of this Lease whether or not made with the consent of the
Surety and the guarantee of the Surety in clause 6.1 is to operate in relation
to this Lease as it may be varied from time to time

6.3 Surety to accept new lease upon disclaimer

6.3.1 if this Lease is determined by re-entry by the Landlord or is effectively
determined by disclaimer or shall otherwise be prematurely determined the Surety
shall if the Landlord by notice within three months after the date of
determination so requires take from the Landlord a lease of the Premises

6.3.2 the Lease to be granted to the Surety under clause 6.3.1 is to be on the
following terms:-


                                                                   Page 21 of 34
<PAGE>   22

6.3.2.1 the term is to commence on the date of termination of this Lease and to
be equal to the residue of the Term which would have remained unexpired at that
date if this Lease had not then been terminated;

6.3.2.2 the yearly rent is to be the same as would have been payable under this
Lease if it had continued undetermined and, if a rent review operative from a
review date before the grant of the lease had not been completed the Surety will
complete the rent review with the Landlord as if it had been the Tenant under
this Lease in order to establish the commencing yearly rent under the Lease;

6.3.2.3 the Lease is otherwise to be on the same terms and conditions as would
have applied under this Lease if it had continued undetermined; and

6.3.2.4 the Surety is to succeed to the rights and assume the liability of the
Tenant under this Lease as if the Lease had continued undetermined

6.4 Subordination of rights of the Surety

6.4.1 With respect to any sums paid by the Surety under this clause 6 and to any
other rights which may accrue to the Surety in respect of any turns so paid or
liabilities incurred under this guarantee or in the observance performance or
discharge of the obligations and covenants of the Tenant in this Lease the
Surety is to rank and be entitled to enforce its rights only after all
obligations and covenants under this guarantee have been fully observed and
performed and if they have not the Surety may not:-

6.4.1.1 seek to recover from the Tenant or any third party whether directly or
by way of set-off lien counterclaim or otherwise or accept any money or other
property or security or exercise any rights in respect of any sum which may be
or become due to the Surety on account of the failure by the Tenant to observe
and perform or discharge such obligations or covenants in this Lease;

6.4.1.2 claim prove or accept any payment in composition by way of winding-up
liquidation bankruptcy or other form of insolvency of the Tenant in competition
with the Landlord for any amount whatsoever owing to the Surety by the Tenant;
nor

6.4.1.3 exercise any right or remedy in respect of any amount pad by the Surety
under this Lease or any liability incurred by the Surety in observing performing
or discharging the obligations and covenants of the Tenant

6.4.2 The Surety warrants that it has not taken and undertakes with the Landlord
that it will not without the consent of the Landlord:

6.4.2.1 take any security from the Tenant in respect of this guarantee and if
any such security is so taken notwithstanding it is to be held on trust for the
Landlord as security for the respective liabilities of the Surety and the Tenant


                                                                   Page 22 of 34
<PAGE>   23

7. Obligations in Schedules to this Lease

The Landlord and the Tenant mutually covenant to observe and perform their
respective obligations and the conditions in the Schedules

8. Stamp Certificate

The Landlord and the Tenant certify that there is no agreement for lease to
which this Lease gives effect

                                   SCHEDULE 1
                       Description of the demised premises

ALL THOSE premises situate at and known as Centenary House Whisby Way Lincoln
and shown edged red on the Plan attached hereto and each and every part thereof

                                   SCHEDULE 2
                         Authorised Guarantee Agreement

DATE:

PARTIES:

(1)   "the Landlord"
       of

(2)   "the Tenant"
       of

1.    Definitions and recitals

1.1   This Deed is supplemental to a lease [an underlease] ("the Lease") dated
      the [**] and made between (1) [the Landlord] and (2) [the Tenant] by which
      the property known as [**] ("the Property") was demised for a term of [**]
      years from [and including] the [**] ("the Term") subject to the payment of
      the rent[s] reserved by and the performance of the provisions of the Lease

1.2   The reversion immediately expectant on the determination of the Term
      [remains or is now] vested in the Landlord and the unexpired residue of
      the Term [remains or is now] vested in the Tenant

1.3   The Lease contains provisions prohibiting the Tenant from assigning the
      Property without the consent of the Landlord such consent not to be


                                                                   Page 23 of 34
<PAGE>   24

                              [FLOOR PLAN OMITTED]

<PAGE>   25

      unreasonably withheld in certain circumstances and further provides that
      any consent will be subject to a condition that the Tenant enters into an
      authorised guarantee agreement as defined in the Landlord and Tenant
      (Covenants) Act 1995 ("the 1995 Act")

1.4   The Landlord has agreed (at the request of the Tenant) to grant a licence
      to the Tenant to assign its estate and interest in the Property to of [**]
      ("Assignee") subject to the Tenant and the Assignee entering into a formal
      Licence in the form required by the Landlord and the Tenant entering into
      this Authorised Guarantee Agreement

1.5   All terms defined in the Lease have the same meanings when used in this
      deed except where the contrary appears

2.    Authorised Guarantee Agreement

2.1   This Deed is an authorised guarantee agreement as defined in the 1995 Act
      Section 16

2.2   Nothing in this Deed imposes on the Tenant:

o     any requirement to guarantee the performance under the Lease of any person
      other than the Assignee or

o     any liability restriction or other requirement (of whatever nature) in
      relation to any time after the Assignee is released by the 1995 Act from
      its obligations under the Lease

3.    Tenant's covenants

The Tenant covenants with the Landlord and (without the need for any express
assignment) with all of its successors in title:

3.1   if the Assignee does not pay the Rent or any other sum due under the Lease
      on the date on which it is due to pay to the Landlord on demand the Rent
      or other sum outstanding

3.2   if the Assignee is in breach of any provision of the Lease to remedy that
      breach on demand and to indemnify and keep indemnified the Landlord
      against all Losses suffered by the Landlord as a result (directly or
      indirectly) of that breach

3.3   in addition to the obligations set out in clauses 3.1 and 3.2 and if this
      Lease is disclaimed by the Assignee's trustee in bankruptcy or liquidator:

3.3.1 to pay to the Landlord on demand an amount equal to the Rent and other
      sums of a recurring nature that would have been payable under this Lease
      for the period beginning on the date of disclaimer and ending on the
      earliest of:

o     the date upon which the Property is re-let


                                                                   Page 24 of 34
<PAGE>   26

o     the expiry of the Term

o     the expiry of the period of one year beginning on the date of the
      disclaimer or

3.3.2 if requested by the Landlord within ninety days of disclaimer to take from
      the Landlord a lease of the Property from the date of disclaimer for the
      residue of the Term at the Rent payable at the time of disclaimer or
      (where a rent review is pending at the time of disclaimer at the Rent that
      is subsequently agreed or determined under clause 4 of the Lease to have
      been payable at the time of disclaimer) and upon the same terms as those
      contained in the Lease with all provisions of a periodical nature
      (including for example those relating to review of the Rent) expressed to
      apply on the actual dates that would have applied if the Lease had not
      been disclaimed and

3.3.3 to pay the costs of the Landlord incurred in relation to the disclaimer
      and where appropriate the grant of the lease to the Tenant

4.    Application of Tenant's covenants

The obligations of the Tenant set out in clause 3 will continue to apply even if

4.1   the Landlord grants any time or indulgence to the Assignee or fails to
      enforce payment of the Rent or other sum or the performance of the terms
      of the Lease

4.2   the Landlord refuses to accept the Rent tendered when the Landlord was
      entitled (or would after the service of a notice under the Law of Property
      Act 1925 section 146 be entitled) to re-enter the Property

4.3   the terms of the Lease are varied except where the variation is a relevant
      variation as defined in the 1996 Act section 18(4)

4.4   a revised Rent has been agreed or determined under Schedule 6 of the Lease
      [including any stepped rent phased rent or other rental formula that may
      be agreed]

4.5   the Assignee surrenders part of the Demised Premises and where this
      happens the liability of the Tenant under this Lease continues for the
      part of the Demised Premises not surrendered after making any necessary
      apportionments under the Law of Property Act 1926 section 140

4.6   the Tenant would have been released by any other event

5.    Duration of the Tenant's covenant

5.1   The obligations of the Tenant set out in clause 3 above apply for the
      period beginning on the date upon which the Lease is assigned to the
      Assignee and ending on the date upon which the Assignee is released by the
      1995 Act from its obligations under the Lease


                                                                   Page 25 of 34
<PAGE>   27

5.2   The Landlord covenants with the Tenant that it will notify the Tenant in
      writing within [**] days of the Assignee being released by the 1995 Act
      from its obligations under the Lease]

6.    Recovery of Payments

6.1   The Landlord covenants that before attempting to recover any such payment
      as is described in clause 6.2 from the Tenant it will serve on the Tenant
      a notice as if that payment was a fixed charge under the 1995 Act

6.2   The payment referred to in clause 6.1 is any amount payable in respect of
      any breach of covenant by the Assignee which:

6.2.1 has been finally determined by a court or in binding arbitration; or

6.2.2 has been agreed between the Landlord and the Assignee

6.3   The notice in respect of the payments referred to in clause 6.2 shall be
      in the form prescribed by Section 27 of the 1995 Act with such variations
      as may be appropriate to the circumstances

6.4   The Tenant shall not be liable for any of the payments referred to in
      clause 6.2 unless within the period of six months of the payment being
      determined or agreed the Landlord serves on the Tenant a notice under this
      clause

                                   SCHEDULE 3
                                  Encumbrances

All matters contained mentioned or referred to in the Landlord's title to the
Property registered at H M Land Registry under Title Number LL 64757

                                   SCHEDULE 4
                              Insurance Provisions

1. Insured Risks

1.1 "Insured Risks" means the risks and other contingencies against which the
Demised Premises are required to be or which may from time to time be insured
under this Lease but subject to any exclusions limitations and conditions in the
policy of insurance

1.2 insured Risks include without limitation fire lightning explosion storm
tempest flood bursting and overflowing of water tanks apparatus or pipes


                                                                   Page 26 of 34
<PAGE>   28

earthquake aircraft (but not hostile aircraft) and other aerial devices dropped
from aircraft riot and civil commotion malicious damage and such other risks as
the Landlord may consider it prudent to insure

1.3 If a risk or contingency itemised or otherwise included as an Insured Risk
can no longer be insured or can only be insured at an uneconomic rate the risk
or contingency shall cease to be treated as an Insured Risk from the time that
cover is withdrawn and the Landlord has notified the Tenant of its withdrawal

2. Tenant's liability for insurance premiums

2.1 The Tenant will pay to the Landlord on demand the cost of the insurance
premiums incurred by the Landlord

2.2 Insurance premiums are to include all monies expended or required to be
expended by the Landlord in effecting and maintaining cover (including such
professional valuations as shall be required) against:

2.2.1 Insured Risks;

2.2.2 three years' loss of rent insurance;

2.2.3 such professional fees as may be incurred in connection with rebuilding or
reinstatement of the Building;

2 2.4 the costs of demolition shoring up and site clearance works;

2.2.5 third party and public liability risks; and

2.2.6 value added tax liability on such items

2.3 The insurance cover may take into account cover for the effects of inflation
and escalation of costs and fees and the Landlord's estimate of the market rent
of the Demised Premises as defined in Schedule 5 in the context of ensuing rent
reviews and the termination of the Lease

3. Tenant's obligations in relation to insurance cover

3.1 The Tenant will not do anything which may render void or voidable the
insurance of the Landlord on the whole or a part of the Building or which may
cause insurance premiums to be increased

3.2 The Tenant will provide efficient fire extinguishers of a type approved by
the Landlord and will adopt such other precautions against Insured Risks as the
Landlord or its insurers may consider appropriate

3.3 If the insurance of the Landlord is vitiated in whole or in part in
consequence of an act or omission of the Tenant persons occupying or enjoying
the use of the Premises through or under the Tenant or their respective
employees workmen


                                                                   Page 27 of 34
<PAGE>   29

agents or visitors the Tenant will pay to the Landlord or demand a sum equal to
the amount of the insurance monies which have become recoverable in consequence
of that act or omission

3.4 The Tenant may not insure the Demised Premises for any of the Insured Risks
in such a manner as would permit the Insurer of the Landlord to average the
proceeds of insurance or cancel insurance cover

3.5 The Tenant will notify the Landlord forthwith of the occurrence of damage to
the Demised Premises by any of the Insured Risks

3.6 If the Demised Premises are damaged by Insured Risks the tenant will pay to
the Landlord on demand the due proportion of the amount of any uninsured excess
to which the insurance cover of the Landlord is subject

3.7 The obligations of the Tenant to repair and to yield up in repair the
Demised Premises are to remain operative to the extent that the insurance of the
Landlord in respect of Insured Risks is vitiated or insurance monies are
withheld by reason of an act or omission of the Tenant persons occupying or
enjoying the use of the Demised Premises through or under the Tenant or their
respective employees workmen agents or visitors but do not otherwise operate in
respect of damage to the Premises by Insured Risks

4. Landlord's obligation to insure and reinstate

4.1 The Landlord will keep the Building insured with an insurer of repute
against Insured Risks and other items referred to in paragraph 2.2 for the full
cost of reinstatement subject to such uninsured excess as the insurer may
reasonably apply

4.2 Following the occurrence of damage to or destruction of the Demised Premises
by an Insured Risk the Landlord will diligently apply or procure the application
of the proceeds of the insurance covering reinstatement and rebuilding costs for
those purposes

4.3 The obligations of the Landlord in paragraph 4.2 do not apply:

4.3.1 if the Landlord is unable after using its reasonable endeavours to do so
to obtain any requisite planning permission or other consents for the
reinstatement or rebuilding of the Building or of a building of similar size
character and amenity; or

4.3.2 if the Landlord's insurance is vitiated by reason of an act or omission of
the Tenant persons occupying or enjoying the use of the Demised Premises through
or under the Landlord or their respective employees workmen agents or visitors

5. Landlord's obligations in relation to insurance

5.1 The Landlord will use its reasonable endeavours to procure that its insurers
waive entitlement to rights of subrogation against the Tenant persons occupying


                                                                   Page 28 of 34
<PAGE>   30

or enjoying the use of the Demised Premises through or under the Landlord and
their respective employees workmen agents or visitors

5.2 The Landlord will notify its insurers of the Tenant's interest in the
Demised Premises and that of any sub-tenant and if practicable have it noted on
the policies of insurance

5.3 The Landlord shall provide the Tenant with a copy of its policies (or other
evidence of the conditions of insurance) on the Building and at the request of
the Tenant with for the payment of the last premium or other evidence and up to
date details of the amount of cover

5.4 The Landlord will promptly notify the Tenant of any changes in its insurance
cover or of the terms on which cover has been effected

5.5 The Landlord may retain for its exclusive benefit any discount on the
insurance premiums or commission offered to it by its insurer

6. Suspension of Rent

6.1 Paragraph 6.2 applies if the Building or any part of it is at any time
during the Term so damaged by an Insured Risk as to render the Demised Premises
or any part of them unfit for occupation use & enjoyment except in the
circumstances referred to in paragraph 4.3.2

6.2 The rent and additional rent reserved by this Lease or a fair proportion of
them according to the nature and extent of the damage sustained is to be
suspended and cease to be payable until the Demised Premises (excluding fitting
out works and replacement of contents) have been reinstated and made fit for
occupation use and enjoyment or if earlier until the expiry of three years from
the occurrence of the damage

6.3 A dispute as to the amount of the abatement of the rent or the duration of
the period of abatement is to be submitted to a single arbitrator by whose
decision the parties are to be bound who is to be appointed by the parties
jointly if they can agree on one but if they do not agree then by the President
for the time being of the Royal Institution of Chartered Surveyors at the
request of either party and the arbitration is to be conducted under the
Arbitration Act 1996

7. Options to determine

7.1 If the Building or a substantial part of it (whether or not directly
affecting the Demised Premises) is destroyed or damaged by an Insured Risk so as
to make continued use of the Demised Premises impracticable the Landlord may
terminate this Lease by giving to the Tenant notice to that effect at any time
within 12 months after the occurrence of the damage

7.2 If for any reason beyond the control of the Landlord it proves impossible to
commence rebuilding or reinstatement of the Building within two years of the


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occurrence of the damage by an Insured Risk the Landlord may terminate this
Lease by giving to the Tenant notice to that effect

7.3 If the rebuilding or reinstatement of the Building has not been commenced
two years after the occurrence of the damage by an Insured Risk the Tenant may
give notice to the Landlord of intention to terminate this Lease and if the
rebuilding or reinstatement work has not commenced within six months of the
giving of the notice this Lease is to terminate at the expiry of the notice

7.4 The termination of this Lease under this paragraph 7 is not to affect any
liability which has accrued at any time before the time of termination

8. Retention of insurance proceeds

On the termination of this Lease under paragraph 7 or if this Lease is
terminated by the operation of the doctrine of frustration the Landlord may
retain for its exclusive benefit the proceeds of insurance

                                   SCHEDULE 5
                                   Rent Review

1. Yearly rent review

The yearly rent payable under this Lease shall be reviewed on the expiration of
each consecutive period of five years from the commencement date of the term and
the terms "review dates" and "relevant review date" shall be construed
accordingly and as from each review date the reviewed rent (agreed or determined
in accordance with the following provisions of this Schedule) shall become
payable in all respects as if it were the yearly rent reserved by this Lease

2. Upward only rent reviews

The reviewed rent shall be the greater of:

2.1 the yearly rent payable under this Lease immediately preceding the relevant
review date; and

2.2 the market rent of the Demised Premises at the relevant review date

3. The market rent

The expression "the market rent" shall for the purpose of this Lease mean the
yearly rental value of the Demised Premises having regard to open market rental
values as between a willing landlord and a willing tenant for property at the
review date let without a premium for a term of 15 years from the review date
taking into account the Tenant's right to apply to the Court for the grant of a
new tenancy under part II of the Landlord and Tenant Act 1954 and on the
assumption that the Landlord would not oppose the grant and otherwise on the
terms and conditions


                                                                   Page 30 of 34
<PAGE>   32

contained in this Lease other than the amount of rent but including these
provisions for rent review but upon the assumption if not the fact that at the
relevant review date:

3.1 the Demised Premises are available to be let with vacant possession;

3.2 the Tenant has received and has already enjoyed the full benefit of any
concessionary rent rent free period or other inducement that a willing landlord
might grant or give to a willing tenant on such a letting with vacant
possession;

3.3 the Demised Premises have been fitted out and are therefore ready for
immediate occupation and commencement of the business of the Tenant so that:

3.3.1 the Tenant shall not be entitled to any allowance at the relevant review
date for time for fitting out of the Demised Premises; but

3.3.2 the Landlord shall not in consequence of the operation of this assumption
be entitled to claim a higher market rent for the Demised Premises to reflect
increased demand by reason only of the readiness of the Demised Premises for
immediate occupation and commencement of the business of the Tenant

3.4 No work has been carried out to the Demised Premises by the Tenant or any
predecessor-in-title of the Tenant which has diminished the market rent;

3.5 In case the Demised Premises have been destroyed or damaged or have become
inaccessible by reason of damage they have been fully reinstated or rendered
accessible;

3.6 The Demised Premises are in a state of full repair and the covenants of the
Tenant have been fully observed and performed;

3.7 There is not in operation any statute order or instrument regulation or
direction which has the effect of regulating or restricting the amount of rent
of the Demised Premises which might otherwise be payable; and

3.8 The Demised Premises may be lawfully used for any purpose permitted by the
use class (under the Schedule to the Town and Country Planning (Use Classes)
Order 1987) in which the Authorised Use falls and there shall be disregarded any
actual restriction or qualification which may be imposed on such use by the
terms of the user covenant in clause 3 or otherwise and that no capital is
required to be expended upon the Demised Premises to enable them to be so used;

3.9 The Tenant and anyone who may become the Tenant is a taxable person who
makes only taxable supplies and no exempt supplies (words and expressions used
in this paragraph 3.9 having meanings assigned to them respectively in the Value
Added tax Act 1953 and the regulations made under that Act) and that demand for
the Demised Premises on the open market would not be reduced by reason


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of the Landlord having elected to waive exemption from Value Added tax in
respect of them;

and in this paragraph 3 references to `the Tenant' include a hypothetical tenant
bidding in the open market

4. Matters to be disregarded

In agreeing or determining the market rent the effect upon it of the following
matters shall be disregarded:

4.1 the occupation of the Demised Premises by the Tenant or any
predecessor-in-title of the Tenant;

4.2 any goodwill attached to the Demised Premises by reason of the carrying out
on the Demised Premises of the business of the Tenant or predecessors-in-title
of the Tenant to that business;

4.3 any improvements to the Demised Premises made by the Tenant with the consent
of the Landlord other than those:

4.3.1 made in pursuance of an obligation to the Landlord; or

4.3.2 completed by the Tenant and/or its predecessors in title more than 21
years before the relevant review date

4.3.3 for which the Landlord has made a financial contribution

5. Procedure for determination of market rent

5.1 The Landlord and the Tenant shall endeavour to agree the market rent at any
time not being earlier than 12 months before the review date but if they shall
not have agreed the market rent three months before the review date the amount
of the market rent shall be determined by a surveyor ("the Surveyor") acting at
the Landlord's discretion as either an expert or as an arbitrator and who shall
be appointed by agreement between the parties or failing agreement nominated by
the President for the time being of the Nottinghamshire Law Society at the
request of the Landlord or of the Tenant

5.2 The reference to and award of the Surveyor acting as arbitrator shall be
governed by the Arbitration Act 1996 and the decision of the arbitrator shall be
final and binding on the parties

5.3 The Surveyor when acting as an expert shall act as an expert and not as an
arbitrator and shall be required to:

5.3.1 Give notice to the Landlord and the Tenant allowing each of them an
opportunity to submit to him within such reasonable time as he may stipulate a


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proposal for the market rent accompanied (if either of them so wish) by a
statement of reasons, and a professional rental valuation or report; and

5.3.2 Permit each of the Landlord and the Tenant to make submissions in respect
of the other's reasons valuation and report;

but the Surveyor shall not be bound by any such proposal or submission and he
may make his determination as he thinks fit

5.4 If the Surveyor refuses to act becomes incapable of acting or dies the
Landlord or the Tenant may require the appointment of another Surveyor as
provided in clause 5.1

5.5 The fees and expenses of the Surveyor acting as expert including the cost of
his nomination shall be borne in such manner and proportions as the Surveyor may
direct but in the absence of any such direction they shall be borne by the
Landlord and the Tenant in equal shares

5.6 The determination of the Surveyor shall be final and binding on the parties
except in case of a mistake of law

6.7 The Surveyor shall be a chartered surveyor having experience of leasehold
valuation of property being put to the same or similar use as the Demised
Premises and of property in the same region in which the Demised Premises are
situated

6. Time limits

Time shall not be of the essence in agreeing or determining the reviewed rent
or of appointing an arbitrator

7 Rental adjustments

If the market rent shall not have been agreed or determined in accordance with
the provisions of this clause before the review date then until the market rent
shall have been so agreed or determined the Tenant shall continue to pay rent at
the rate of the yearly rent payable immediately before the relevant review date
and when the market rent shall have been agreed or determined the Tenant shall
within 7 days forthwith pay to the Landlord the reviewed element of rent then
falling due in respect of the earlier period and all arrears of reviewed rent
which shall have accrued with Interest upon such payments in respect of the
period commencing on the review date and ending with the payment of such
payments by the Tenant to the Landlord

8. Memorandum of rent review

The parties shall cause a memorandum of the reviewed rent duly signed by the
Landlord and the Tenant to be endorsed on or securely annexed to this Lease and
the counterpart of this Lease


                                                                   Page 33 of 34
<PAGE>   35

Counterpart

THE COMMON SEAL of IBIS SYSTEMS
LIMITED was hereunto affixed
in the presence of:-


                       Director /s/ Peter Angle

                       Secretary


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