<PAGE>   1
                                                                   EXHIBIT 10.14

DOCUMENT NAME:                       GP317G7.20

DRAFT NO:                            7

AUTHOR'S INITIALS:                   GP

SECRETARY'S INITIALS:                ANITA  -  21 JULY 1998

DOCUMENT COMMENT:                    OCCUPATIONAL LEASE


<PAGE>   2
                            DATED                                   1998


                            (1)    Landlord:
                                   UNIVERSITIES SUPERANNUATION
                                   SCHEME LIMITED

                            (2)    Tenant:
                                   SEAGATE SOFTWARE LIMITED

                            (3)    Guarantor:
                                   SEAGATE TECHNOLOGY INC.


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



                               OCCUPATIONAL LEASE

                                     - of -

                                   Aquis House
                                 Blagrave Street
                                     Reading

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












                                   CLIFFORD CHANCE
                              200 Aldersgate Street
                                   London EC1A 4JJ

                                   Tel:   0171-600 1000
                                   Fax:   0171-600 5555

                                   Ref:   GP/U0167/10080/ICSM


<PAGE>   3
                            DATED                                   1998


                            (1)    Landlord:
                                   UNIVERSITIES SUPERANNUATION
                                   SCHEME LIMITED

                            (2)    Tenant:
                                   SEAGATE SOFTWARE LIMITED

                            (3)    Guarantor:
                                   SEAGATE TECHNOLOGY INC.


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

                               Counterpart/

                               OCCUPATIONAL LEASE

                                     - of -

                                   Aquis House
                                 Blagrave Street
                                     Reading

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




                                   CLIFFORD CHANCE
                                   200 Aldersgate Street
                                   London EC1A 4JJ

                                   Tel:   0171-600 1000
                                   Fax:   0171-600 5555

                                   Ref:   GP/U0167/10080/ICSM


<PAGE>   4
                                      INDEX


<TABLE>
<CAPTION>
CLAUSE                                                                                       PAGE
------                                                                                       ----
<S>                                                                                          <C>
SECTION 1.................................................................................    1
                                                                                              
                                                                                              
2.      INTERPRETATION....................................................................    5
                                                                                              
                                                                                              
SECTION 2.................................................................................    6
        3.1    DEMISE AND TERM............................................................    6
        3.2    EXCEPTIONS AND RESERVATIONS................................................    7
        3.3    THIRD PARTY RIGHTS.........................................................    7
        3.4    ENCROACHMENTS AND EASEMENTS................................................    7
        3.5    LANDLORD'S COVENANTS.......................................................    7
        3.6    RIGHTS OF ENTRY BY LANDLORD................................................    7
        3.7    TERMS OF ENTRY BY LANDLORD.................................................    8
                                                                                              
                                                                                              
SECTION 3.................................................................................    8
        4.1    TENANT'S OBLIGATION TO PAY.................................................    8
        4.2    DATES OF PAYMENT OF PRINCIPAL RENT.........................................    9
        4.3    METHOD OF PAYMENT OF PRINCIPAL RENT........................................    9
        4.4    DATES OF PAYMENT OF INSURANCE RENT AND ADDITIONAL RENT.....................    9
        4.5    NO RIGHT OF SET-OFF........................................................    9
                                                                                          

5.      RENT REVIEW......................................................................    10
        5.1    DEFINITIONS...............................................................    10
        5.1.1  "OPEN MARKET RENT\........................................................    10
        5.1.2  "ASSUMPTIONS\.............................................................    11
        5.1.3  "DISREGARDED MATTERS\.....................................................    11
        5.1.4  "REVIEW SURVEYOR\.........................................................    11
        5.2    RENT REVIEWS..............................................................    12
        5.3    AGREEMENT OR DETERMINATION OF THE REVIEWED RENT...........................    12
        5.4    APPOINTMENT OF REVIEW SURVEYOR............................................    12
        5.5    FUNCTIONS OF REVIEW SURVEYOR..............................................    12
        5.6    FEES OF REVIEW SURVEYOR...................................................    13
        5.7    APPOINTMENT OF NEW REVIEW SURVEYOR........................................    13
        5.8    INTERIM PAYMENTS PENDING DETERMINATION....................................    13
        5.9    RENT RESTRICTIONS.........................................................    14
        5.10   MEMORANDA OF REVIEWED RENT................................................    15
        5.11   TIME NOT OF THE ESSENCE...................................................    15
                                                                                             
                                                                                             
6.      INTEREST.........................................................................    15
</TABLE>


<PAGE>   5

<TABLE>
<CAPTION>
CLAUSE                                                                                       PAGE
------                                                                                       ----
<S>                                                                                          <C>
        6.1    INTEREST ON LATE PAYMENTS.................................................    15
        6.2    INTEREST ON REFUSED PAYMENTS..............................................    16
                                                                                             
                                                                                             
7.      OUTGOINGS........................................................................    16
        7.1    TENANT'S OBLIGATION TO PAY................................................    16
        7.2    INDEMNITY AGAINST VOID RATING RELIEF......................................    16
        7.3    COSTS OF UTILITIES ETC....................................................    16
                                                                                             
                                                                                             
8.      VALUE ADDED TAX..................................................................    17
        8.1    SUMS EXCLUSIVE OF VAT.....................................................    17
        8.2    TENANT TO PAY VAT.........................................................    17
        8.3    VAT INCURRED BY LANDLORD..................................................    17
                                                                                             
                                                                                             
9.      TAXATION.........................................................................    17
                                                                                             
                                                                                             
10.     LANDLORD'S COSTS.................................................................    18
                                                                                             
                                                                                             
SECTION 4................................................................................    18
        11.1   REPAIRS...................................................................    18
        11.2   DAMAGE BY THE INSURED RISKS...............................................    19
        11.3   INTERNAL DECORATIONS......................................................    19
        11.4   EXTERNAL DECORATIONS......................................................    19
        11.5   PLANT AND MACHINERY.......................................................    20
        11.6   CLEANING..................................................................    20
        11.7   CARPETING.................................................................    20
                                                                                             
                                                                                             
12.     YIELD UP.........................................................................    20
        12.1   REINSTATEMENT OF PREMISES.................................................    20
        12.2   YIELDING UP IN GOOD REPAIR................................................    21
                                                                                             
                                                                                             
13.     COMPLIANCE WITH NOTICES..........................................................    21
        13.1   TENANT TO REMEDY BREACHES OF COVENANT.....................................    21
        13.2   FAILURE OF TENANT TO REPAIR...............................................    21
                                                                                             
                                                                                             
14.     ALTERATIONS......................................................................    21
        14.1   NO STRUCTURAL ALTERATIONS.................................................    21
        14.2   NON-STRUCTURAL ALTERATIONS................................................    22
        14.3   DEMOUNTABLE PARTITIONING..................................................    22
        14.4   COVENANTS BY TENANT.......................................................    22
</TABLE>


<PAGE>   6

<TABLE>
<CAPTION>
CLAUSE                                                                                       PAGE
------                                                                                       ----
<S>                                                                                          <C>
15.     SIGNS AND ADVERTISEMENTS.........................................................    22
                                                                                             
                                                                                             
SECTION 5................................................................................    23
        16.1   PERMITTED USE.............................................................    23
        16.2   TENANT NOT TO LEAVE PREMISES UNOCCUPIED...................................    23
                                                                                             
                                                                                             
17.     USE RESTRICTIONS.................................................................    23
                                                                                             
                                                                                             
18.     EXCLUSION OF WARRANTY AS TO USER.................................................    23
        18.1   NO WARRANTY BY LANDLORD...................................................    23
        18.2   TENANT'S ACKNOWLEDGEMENT..................................................    23
                                                                                             
                                                                                             
SECTION 6................................................................................    24
        19.1   ALIENATION GENERALLY......................................................    24
        19.2   SHARING WITH A GROUP COMPANY..............................................    24
                                                                                             
                                                                                             
20.     ASSIGNMENT.......................................................................    24
        20.1   NO ASSIGNMENT OF PART.....................................................    24
        20.2   CIRCUMSTANCES IN WHICH CONSENT TO ASSIGNMENT MAY BE WITHHELD..............    24
        20.3   CONDITIONS FOR LANDLORD'S CONSENT.........................................    25
        20.4   ASSIGNMENT OF THE WHOLE...................................................    26
        20.5   S.144 LPA 1925............................................................    26
                                                                                             
                                                                                             
21.     ARRANGEMENTS FOR THE SUBSTITUTION OF THE GUARANTOR...............................    26
        21.1   SUBSTITUTION AND RELEASE OF SEAGATE TECHNOLOGY INC........................    26
        21.2   PROVISIONS OF ACCOUNTS AND OTHER DOCUMENTARY EVIDENCE.....................    28
        21.3   LANDLORD'S CONSENT TO ASSIGNMENT..........................................    28
        21.4   CONDITIONS FOR LANDLORD'S CONSENT.........................................    28
        21.5   APPLICATION FOR THE RELEASE OF SEAGATE SOFTWARE INC.......................    28
        21.6   PROVISION OF ACCOUNTS AND OTHER DOCUMENTARY EVIDENCE......................    29
        21.7   LANDLORD'S CONSENT TO ASSIGNMENT..........................................    29
        21.8   CONDITIONS FOR LANDLORD'S CONSENT.........................................    29
                                                                                             
                                                                                             
22.     UNDERLETTING.....................................................................    30
        22.1   SUBLETTING UNIT...........................................................    30
        22.2   UNDERLETTING OF PART......................................................    30
        22.3   UNDERLETTING OF THE WHOLE.................................................    31
        22.4   UNDERLETTING RENT.........................................................    31
        22.5   DIRECT COVENANTS FROM UNDERTENANT.........................................    31
        22.6   CONTENTS OF UNDERLEASE....................................................    32
        22.7   TENANT TO OBTAIN LANDLORD'S CONSENT.......................................    32
        22.8   TENANT TO ENFORCE OBLIGATIONS.............................................    32
</TABLE>


<PAGE>   7

<TABLE>
<CAPTION>
CLAUSE                                                                                       PAGE
------                                                                                       ----
<S>                                                                                          <C>
        22.9   REVIEW OF UNDERLEASE RENT.................................................    32
        22.10  NO VARIATION OF TERMS.....................................................    33
        22.11  NO REDUCTION IN RENT......................................................    33
                                                                                             
                                                                                             
23.     REGISTRATION OF DISPOSITIONS.....................................................    33
                                                                                             
                                                                                             
SECTION 7................................................................................    33
        24.1   TENANT TO COMPLY WITH STATUTES............................................    33
        24.2   TENANT TO EXECUTE NECESSARY WORKS.........................................    34
        24.3   TENANT TO REFRAIN FROM CERTAIN ACTS.......................................    34
                                                                                             
                                                                                             
25.     PLANNING ACTS....................................................................    34
        25.1   TENANT'S OBLIGATION TO COMPLY.............................................    34
        25.2   NO APPLICATION FOR PLANNING PERMISSION WITHOUT CONSENT....................    34
        25.3   TENANT TO OBTAIN ALL PERMISSIONS..........................................    34
        25.4   TENANT TO PAY PLANNING CHARGES............................................    35
        25.5   NO IMPLEMENTATION OF PERMISSION WITHOUT APPROVAL..........................    35
        25.6   TENANT TO CARRY OUT WORKS BEFORE END OF TERM..............................    35
        25.7   PLANS ETC. TO BE PRODUCED.................................................    35
        25.8   PLANNING CONDITIONS.......................................................    35
        25.9   PLANNING REFUSAL..........................................................    36
                                                                                             
                                                                                             
26.     STATUTORY NOTICES................................................................    36
        26.1   NOTICES GENERALLY.........................................................    36
        26.2   PARTY WALL ETC. ACT 1996..................................................    36
                                                                                             
                                                                                             
27.     FIRE PRECAUTIONS AND EQUIPMENT...................................................    37
        27.1   COMPLIANCE WITH REQUIREMENTS..............................................    37
        27.2   FIRE FIGHTING APPLIANCES TO BE SUPPLIED...................................    37
        27.3   ACCESS TO BE KEPT CLEAR...................................................    37
                                                                                             
                                                                                             
28.     DEFECTIVE PREMISES...............................................................    37
                                                                                             
                                                                                             
SECTION 8................................................................................    37
        29.1   LANDLORD TO INSURE........................................................    37
        29.2   WAIVER OF SUBROGATION.....................................................    38
        29.3   FULL REINSTATEMENT COST...................................................    38
        29.4   LANDLORD'S FIXTURES.......................................................    38
        29.5   LANDLORD TO PRODUCE EVIDENCE OF INSURANCE.................................    38
        29.6   INSURANCE VALUATIONS......................................................    39
        29.7   DAMAGE TO THE PREMISES....................................................    39
        29.8   WHERE REINSTATEMENT IS DELAYED OR PREVENTED...............................    40
</TABLE>


<PAGE>   8

<TABLE>
<CAPTION>
CLAUSE                                                                                       PAGE
------                                                                                       ----
<S>                                                                                          <C>
        29.9   PAYMENT OF INSURANCE MONEY REFUSED........................................    40
        29.10  SUSPENSION OF RENT PAYMENTS...............................................    41
        29.11  DOUBLE INSURANCE..........................................................    41
        29.12  INSURANCE BECOMING VOID...................................................    41
        29.13  REQUIREMENTS OF INSURERS..................................................    42
        29.14  NOTICE BY TENANT..........................................................    42
                                                                                             
                                                                                             
SECTION 9................................................................................    42
        30.1   RE-ENTRY..................................................................    42
        30.2   EVENTS OF DEFAULT.........................................................    42
                                                                                             
                                                                                             
SECTION 10...............................................................................    44
                                                                                             
                                                                                             
32.     EXCLUSION OF IMPLIED COVENANTS BY LANDLORD.......................................    44
                                                                                             
                                                                                             
33.     RELETTING NOTICES................................................................    44
                                                                                             
                                                                                             
34.     DISCLOSURE OF INFORMATION........................................................    44
                                                                                             
                                                                                             
35.     INDEMNITY........................................................................    44
                                                                                             
                                                                                             
36.     REPRESENTATIONS..................................................................    45
                                                                                             
                                                                                             
37.     EFFECT OF WAIVER.................................................................    45
                                                                                             
                                                                                             
38.     NOTICES..........................................................................    45
        38.1   NOTICES TO TENANT OR GUARANTOR............................................    45
        38.2   NOTICES TO LANDLORD.......................................................    45
                                                                                             
                                                                                             
39.     EXCLUSION OF STATUTORY COMPENSATION..............................................    46
                                                                                             
                                                                                             
40.     GUARANTOR'S COVENANTS............................................................    46
                                                                                             
                                                                                             
41.     NEW TENANCY......................................................................    46
                                                                                             
                                                                                             
42.     INVALIDITY OF CERTAIN PROVISIONS.................................................    46
</TABLE>


<PAGE>   9

<TABLE>
<CAPTION>
CLAUSE                                                                                       PAGE
------                                                                                       ----
<S>                                                                                          <C>
43.     GOVERNING LAW AND JURISDICTION...................................................    46
        43.1   GOVERNING LAW.............................................................    46
        43.2   JURISDICTION..............................................................    46
        43.3   WAIVER OF OBJECTION TO LEX FORI...........................................    46
                                                                                             
                                                                                             
SCHEDULE 1...............................................................................    48
                                                                                             
                                                                                             
SCHEDULE 2...............................................................................    49
                                                                                             
                                                                                             
SCHEDULE 3...............................................................................    51
                                                                                             
                                                                                             
SCHEDULE 4...............................................................................    55
                                                                                             
                                                                                             
SCHEDULE 5...............................................................................    59
                                                                                             
                                                                                             
SCHEDULE 6...............................................................................    62
                                                                                             
                                                                                             
8.      INVALIDITY OF CERTAIN PROVISIONS.................................................    67
</TABLE>


<PAGE>   10
THIS LEASE is made on the                   day of                    1998

BETWEEN:-

(1)     UNIVERSITIES SUPERANNUATION SCHEME LIMITED (Company registration number
        1167127) whose registered office is at Royal Liver Building Liverpool L3
        1PY (the "Landlord");

(2)     SEAGATE SOFTWARE LIMITED (Company registration number 2575013) whose
        registered office is at 100 New Bridge Street London EC4V 6JA (the
        "Tenant"); and

(3)     SEAGATE TECHNOLOGY INC. of 920 Disc Drive Scotts Valley California CA
        95066 (Company registration number 2102401) (the "Guarantor").

NOW THIS DEED WITNESSES as follows:-

                                    SECTION 1
                         DEFINITIONS AND INTERPRETATION

1.       DEFINITIONS

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

1.1      "ADDITIONAL RENT" means all sums referred to in clause 6, and all sums
         which are recoverable as rent in arrear or stated in this Lease to be
         due to the Landlord;

1.2      "BASE RATE" means the base rate for the time being of Barclays Bank PLC
         or, if Barclays Bank PLC ceases to exist or fails to publish a base
         rate such other comparable rate of interest as the Landlord shall
         reasonably specify;

1.3      "CONDUITS" means all drains, pipes, gullies, gutters, sewers, ducts,
         mains, channels, subways, wires, cables, conduits, flues and any other
         conducting media of whatsoever nature;

1.4      "DECORATION YEAR" means the fifth year after the Term Commencement Date
         and every subsequent fifth year;

1.5      "DEVELOPMENT" means development as defined in section 55 of the Town
         and Country Planning Act 1990;


<PAGE>   11
1.6      "GROUP COMPANY" means any company which is, for the time being (a) a
         subsidiary of the relevant party or (b) the holding company of that
         party or (c) another subsidiary of the holding company of that party,
         in each case within the meaning of section 736 of the Companies Act
         1985, as amended by the Companies Act 1989;

1.7      "GUARANTOR" means the party named as "Guarantor" in this Lease and
         includes the person from time to time guaranteeing the obligations of
         the Tenant under this Lease and, in the case of an individual, includes
         his personal representatives;

1.8      "INITIAL RENT" means the sum of one million and fifty thousand pounds
         sterling (L1,050,000) per annum;

1.9      "INSURANCE RENT" means:-

         (a)      the sums which the Landlord pays from time to time for
                  insuring the Premises against the Insured Risks pursuant to
                  clause 29.1.1 and the other items referred to in clause
                  29.1.3; and

         (b)      all sums which the Landlord pays from time to time for
                  insuring against the loss of the Principal Rent pursuant to
                  clause 29.1.2;

1.10     "INSURED RISKS" means to the extent that any of the same are insurable
         in the London insurance market at reasonable cost fire, storm, tempest,
         flood, earthquake, lightning, explosion, impact, aircraft (other than
         hostile aircraft) and other aerial devices and articles dropped from
         them, riot, civil commotion and malicious damage, bursting or
         overflowing of water tanks, apparatus or pipes, and such other risks as
         the Landlord may, in its reasonable discretion from time to time,
         determine, subject to such exclusions, excesses, limitations, terms and
         conditions as may be properly contained in any policy taken out by the
         Landlord;

1.11     "LANDLORD" means the person for the time being entitled to the
         reversion immediately expectant on the determination of the Term;

1.12     "THIS LEASE" means this Lease and any document which is supplemental to
         it, whether or not it is expressly stated to be so;

1.13     "NET INTERNAL AREA" means the total floor area expressed in square feet
         measured in accordance with the Code of Measuring Practice published on
         behalf of the Royal Institution 


<PAGE>   12
         of Chartered Surveyors and the Incorporated Society of Valuers and
         Auctioneers (Fourth Edition November 1993);

1.14     "NET TANGIBLE ASSETS" means the aggregate of the amounts paid up or
         credited as paid up on the issued share capital of the proposed
         assignee or its guarantor (other than any redeemable shares) including:

         (a)     any amount credited to the share premium account;

         (b)     any capital redemption reserve fund; and

         (c)      any balance standing to the credit of the profit and loss
                  account of the proposed assignee or its guarantor

         but deducting:

         (i)      any debit balance on the profit and loss account of the
                  proposed assignee or its guarantor;

         (ii)     (to the extent included) any amount shown in respect of
                  goodwill or other intangible assets of the proposed assignee
                  or its guarantor

         (iii)    (to the extent included) any amount set aside for taxation,
                  deferred taxation or bad debts; and

         (iv)     any dividend or distribution declared, recommended or made by
                  the proposed assignee or its guarantor to the extent that such
                  distribution is not provided for in the most recent financial
                  statements;

         and so that no amount shall be included or excluded more than once;

1.15     "PERMITTED USE" means good class offices within Class B1 (Business) of
         the Town and Country Planning (Use Classes) Order 1987 and purposes
         ancillary to such use;

1.16     "PLAN" means the plan annexed to this Lease;

1.17     "PLANNING ACTS" means the Town and Country Planning Act 1990, the
         Planning (Listed Buildings and Conservation Areas) Act 1990, 


<PAGE>   13
         the Planning (Hazardous Substances) Act 1990, the Planning
         (Consequential Provisions) Act 1990, and the Planning and Compensation
         Act 1991 and any other town and country planning or related
         legislation;

1.18     "PREMISES" means the land situated at Blagrave Road Reading together
         with the building erected on it or on part of it and known as Aquis
         House as the same are registered at HM Land Registry with Title
         Absolute under Title Number BK321654 and shown edged red on the Plan
         and each and every part of the land and building including:-

         (a)      any Conduits in, on, under or over and exclusively serving
                  them, except those of any utility company;

         (b)      all landlord's fixtures, fittings, plant, machinery, apparatus
                  and equipment at any time in or on them;

         (c)      any additions, alterations and improvements;

1.19     "PRESCRIBED RATE" means four per cent (4%) per annum above the Base
         Rate;

1.20     "PRESENT TENANT" means (in Schedule 3) the Tenant at the time the
         covenants on the part of the Guarantor are entered into and (in
         Schedule 4) the Tenant at the time the covenants on the part of the
         Present Tenant therein referred to are entered into;

1.21     "PRESIDENT" means the President for the time being of the Royal
         Institution of Chartered Surveyors (or in the event that such
         Institution ceases to exist such other independent professional body as
         the Landlord may reasonably nominate) and includes the duly appointed
         deputy of the President or any person authorised by the President or by
         the Institution or nominated body to make appointments on his or its
         behalf;

1.22     "PRE-TAX PROFITS" means annual profits before tax as evidenced by
         independently audited accounts;

1.23     "PRINCIPAL RENT" means the rent payable under clause 4.1.1;

1.24     "RENT COMMENCEMENT DATE" means                     1999;

1.25     "RENTS" means the sums payable by the Tenant under clause 4;

1.26     "REVIEW DATE" means 24 June 2003 and every fifth anniversary of that
         date during the Term 


<PAGE>   14
         and the day before the expiry of the contractual term granted by this
         Lease and "RELEVANT REVIEW DATE" shall be construed accordingly;

1.27     "SURVEYOR" means any person appointed by the Landlord to perform the
         function of a surveyor or an accountant for any purpose of this Lease
         and includes any employee of the Landlord or of a Group Company of the
         Landlord appointed for that purpose and any person appointed by the
         Landlord to collect the rents or to manage the Premises but does not
         include the Review Surveyor as defined in clause 5;

1.28     "TENANT" means the party named as `Tenant' in this Lease and includes
         the Tenant's successors in title and assigns and, in the case of an
         individual, his personal representatives;

1.29     "TERM" means the term of years specified in clause 3.1 and in respect
         of the obligations of the tenant for the time being under this Lease
         includes the period of any holding over or any extension or
         continuation, whether by statute or common law;

1.30     "TERM COMMENCEMENT DATE" means 24 June 1998;

1.31     "UTILITIES" means water, soil, steam, air, electricity, radio,
         television, telegraphic, telephone, telecommunications and other
         services and supplies of whatsoever nature;

1.32     "VALUE ADDED TAX" means value added tax as defined in the Value Added
         Tax Act 1994 and any tax of a similar nature substituted for, or levied
         in addition to, such value added tax;

1.33     "WORKING DAY" means any day, other than a Saturday or Sunday, on which
         clearing banks in the United Kingdom are open to the public for the
         transaction of business.

2.       INTERPRETATION Unless there is something in the subject or context
         inconsistent with the same:-

2.1      every covenant by a party comprising more than one person shall be
         deemed to be made by such party jointly and severally;

2.2      words importing persons shall include firms, companies and corporations
         and vice versa;

2.3      any covenant by the Tenant not to do any act or thing shall include an
         obligation not to permit or suffer such act or thing to be done;


<PAGE>   15
2.4      any reference to the right of the Landlord to have access to, or to
         enter, the Premises shall be construed as extending to any mortgagee of
         the Landlord and to all persons authorised by them, including agents,
         professional advisers, contractors, workmen and others;

2.5      any reference to a statute (whether specifically named or not) shall
         include any amendment or re-enactment of it for the time being in
         force, and all instruments, orders, notices, regulations, directions,
         bye-laws, permissions and plans for the time being made, issued or
         given under it, or deriving validity from it;

2.6      all agreements and obligations by any party contained in this Lease
         (whether or not expressed to be covenants) shall be deemed to be, and
         shall be construed as, covenants by such party;

2.7      the word "assignment" includes equitable assignment and the words
         "assign" and "assignee" shall be construed accordingly

2.8      the words "including" and "include" shall be deemed to be followed by
         the words "without limitation";

2.9      the titles or headings appearing in this Lease are for reference only
         and shall not affect its construction;

2.10     any reference to a clause or schedule shall mean a clause or schedule
         of this Lease.

                                    SECTION 2
                                 GRANT OF LEASE

3.       GRANT, RIGHTS AND OTHER MATTERS

3.1      DEMISE AND TERM

         In consideration of the rents, covenants and agreements reserved by,
         and contained in, this Lease to be paid and performed by the Tenant,
         the Landlord leases the Premises to the Tenant from and including the
         Term Commencement Date for the term of fifteen (15) years paying the
         Rents to the Landlord in accordance with clause 4.


<PAGE>   16
3.2      EXCEPTIONS AND RESERVATIONS

         There are excepted and reserved out of this Lease the rights and
         easements set out in SCHEDULE 1.

3.3      THIRD PARTY RIGHTS

         This Lease is granted subject to any rights, easements, reservations,
         privileges, covenants, restrictions, stipulations and other matters of
         whatever nature affecting the Premises including any matters contained
         or referred to in the deeds and documents referred to in the entries on
         the Registers of Title Number BK321654 so far as any of them relate to
         the Premises and are still subsisting and capable of taking effect.

3.4      ENCROACHMENTS AND EASEMENTS

         The Tenant shall not stop up or obstruct any of the windows or lights
         belonging to the Premises and shall not permit any new window, light,
         opening, doorway, passage, Conduit or other encroachment or easement to
         be made or acquired into, on or over the Premises or any part of them.
         If any person shall attempt to make or acquire any encroachment or
         easement whatsoever, the Tenant shall give written notice of that fact
         to the Landlord immediately it shall come to the notice of the Tenant
         and, at the request of the Landlord but at the cost of the Tenant,
         adopt such means as may be reasonably required by the Landlord for
         preventing any encroachment or the acquisition of any easement.

3.5      LANDLORD'S COVENANTS

         Covenants on the part of the Landlord are covenants to do or not to do
         that which is covenanted for so long only as the Landlord remains
         entitled to the reversion immediately expectant on the determination of
         the Term

3.6      RIGHTS OF ENTRY BY LANDLORD

         The Tenant shall permit the Landlord with all necessary materials and
         appliances to enter and remain on the Premises:-

         3.6.1    to examine the condition of the Premises and to take details
                  of the landlord's fixtures in them;

         3.6.2    to exercise any of the rights excepted and reserved by this
                  Lease;

         3.6.3    for any other purpose connected with valuing the Premises or
                  disposing of or raising finance upon the Landlord's interest
                  in the Premises.


<PAGE>   17
3.7      TERMS OF ENTRY BY LANDLORD

         In exercising any of the rights mentioned in clause 3.6, the Landlord
         or the person exercising the right shall:-

         3.7.1    give to the Tenant not less than three (3) Working Days' prior
                  notice in writing that the right is to be exercised and shall
                  only exercise it at reasonable times (except in an emergency,
                  when no notice need be given and when it can be exercised at
                  any time);

         3.7.2    cause as little inconvenience as practicable to the Tenant or
                  any other permitted occupier of any part of the Premises; and

         3.7.3    make good, as soon as practicable and to the reasonable
                  satisfaction of the Tenant, any damage caused to the Premises.

                                    SECTION 3
                              FINANCIAL PROVISIONS

4.       RENTS

4.1      TENANT'S OBLIGATION TO PAY

         The Tenant covenants to pay to the Landlord at all times during the
         Term:-

         4.1.1    yearly, and proportionately for any fraction of a year, the
                  Initial Rent and from and including each Rent Review Date,
                  such yearly rent as shall become payable under clause 5;

         4.1.2    the Insurance Rent;

         4.1.3    the Additional Rent; and

         4.1.4    any Value Added Tax which may be chargeable in respect of the
                  Principal Rent, the Insurance Rent and the Additional Rent.


<PAGE>   18
4.2      DATES OF PAYMENT OF PRINCIPAL RENT

         The Principal Rent and any Value Added Tax chargeable on it shall be
         paid in four (4) equal instalments in advance on each 25th March, 24th
         June, 29th September and 25th December in every year, the first
         payment, in respect of the period from and including the Rent
         Commencement Date to the day before the quarter day following the Rent
         Commencement Date, to be made on the Rent Commencement Date.

4.3      METHOD OF PAYMENT OF PRINCIPAL RENT

         The Principal Rent and any Value Added Tax chargeable on it shall be
         paid so that the Landlord shall receive full value in cleared funds on
         the date when payment is due.

4.4      DATES OF PAYMENT OF INSURANCE RENT AND ADDITIONAL RENT

         The Insurance Rent and the Additional Rent and any Value Added Tax
         chargeable on either of them shall be paid on demand, the first payment
         of the Insurance Rent having been made on the date of this Lease.

4.5      NO RIGHT OF SET-OFF

         Subject to any contrary statutory right, the Tenant shall not exercise
         any legal or equitable rights of set-off, deduction, abatement or
         counterclaim which it may have to reduce its liability for Rents.


<PAGE>   19
5.       RENT REVIEW

5.1      DEFINITIONS

         In this clause the following expressions shall have the following
         meanings:-

         5.1.1    "OPEN MARKET RENT" means the full yearly rent which might
                  reasonably be expected to become payable in respect of the
                  Premises after the expiry of any rent free period,
                  concessionary rent and/or after the giving of any other
                  inducement (whether by means of a capital payment or
                  otherwise) given in each case only in connection with the
                  fitting out of the Premises by the incoming tenant of such
                  length or of such amount or nature as would be negotiated in
                  the open market between a willing landlord and a willing
                  tenant (to the intent that no discount, reduction or allowance
                  shall be made in ascertaining the Open Market Rent to reflect
                  such rent free period, concessionary rent or other inducement
                  as would be negotiated as aforesaid or to compensate the
                  Tenant for its absence) upon a letting of the Premises in the
                  open market with vacant possession at the Relevant Review Date
                  by a willing landlord to a willing tenant and without the
                  landlord receiving any premium or any other consideration for
                  the grant of the lease for a term of years equal to the longer
                  of (a) the residue of the Term remaining unexpired on the
                  Relevant Review Date and (b) ten (10) years and otherwise on
                  the terms and conditions and subject to the covenants and
                  provisions contained in a lease of the Premises on the terms
                  and conditions and subject to the covenants and provisions
                  contained in this Lease except for the following provisions of
                  this Lease:

                          Clause 1.14;
                          Clause 1.22;
                          Clause 20.2.1;
                          Clause 20.2.3;
                          Clause 20.3(ii);
                          Clause 21;
                          Schedule 5; and
                          Schedule 6

                  and except for the amount of the rent payable under this Lease
                  but including the provisions for the review of rent contained
                  in this clause ("THE HYPOTHETICAL LEASE") and making the
                  Assumptions but disregarding the Disregarded Matters;

         5.1.2    "ASSUMPTIONS" means the following assumptions (if not facts)
                  at the Relevant 


<PAGE>   20
                  Review Date:-

                  5.1.2.1  that the Premises are fit for immediate occupation
                           and use by the incoming tenant prior to such incoming
                           tenant's fit-out;

                  5.1.2.2  that no work has been carried out to the Premises by
                           the Tenant or any undertenant or their respective
                           predecessors in title during the Term, which has
                           diminished the rental value of the Premises;

                  5.1.2.3  that if the Premises or any part of them have been
                           destroyed or damaged, they have been fully rebuilt
                           and reinstated;

                  5.1.2.4  that the Premises are in a good state of repair and
                           decorative condition;

                  5.1.2.5  that all the covenants on the part of the Tenant and
                           the Landlord contained in this Lease have been fully
                           performed and observed.

         5.1.3    "DISREGARDED MATTERS" means:-

                  5.1.3.1  any effect on rent of the fact that the Tenant or any
                           permitted undertenant or their respective
                           predecessors in title may have been in occupation of
                           the Premises or any part of them;

                  5.1.3.2  any goodwill attached to the Premises by reason of
                           the business then carried on at the Premises by the
                           Tenant or any permitted undertenant;

                  5.1.3.3  any increase in rental value of the Premises
                           attributable to the existence, at the Relevant Review
                           Date, of any improvement (including any fitting out
                           works carried out by the Tenant after the date
                           hereof) to the Premises or any part of them carried
                           out after the date of this Lease with all necessary
                           consents (where required) by the Tenant or any
                           permitted undertenant otherwise than in pursuance of
                           an obligation to the Landlord or its predecessors in
                           title.

         5.1.4    "REVIEW SURVEYOR" means an independent chartered surveyor of
                  not less than ten (10) years' standing, who is experienced in
                  valuing and leasing property similar to the Premises and is
                  acquainted with the market in the area in which the Premises
                  are located appointed from time to time under this clause to
                  determine the Open 


<PAGE>   21
                  Market Rent.

5.2      RENT REVIEWS

         The Principal Rent shall be reviewed at each Review Date in accordance
         with the provisions of this clause and from and including each Review
         Date the Principal Rent shall equal the higher of:-

         5.2.1    the Principal Rent contractually payable immediately before
                  the Relevant Review Date (or which would be payable but for
                  any suspension of rent (in whole or in part) under this
                  Lease); and

         5.2.2    the Open Market Rent on the Relevant Review Date as agreed or
                  determined pursuant to this clause.

5.3      AGREEMENT OR DETERMINATION OF THE REVIEWED RENT

         The Open Market Rent at any Review Date may be agreed in writing at any
         time between the Landlord and the Tenant but if, for any reason, they
         have not so agreed, either party may (whether before or after the
         Relevant Review Date) by notice in writing to the other require the
         Open Market Rent to be determined by the Review Surveyor.

5.4      APPOINTMENT OF REVIEW SURVEYOR

         In default of agreement between the Landlord and the Tenant on the
         appointment of the Review Surveyor, the Review Surveyor shall be
         appointed by the President on the written application of either party,
         such application to be made not earlier than three (3) months before
         the Relevant Review Date and not later than the next succeeding Review
         Date.

5.5      FUNCTIONS OF REVIEW SURVEYOR

         The Review Surveyor shall:-

         5.5.1   act as an arbitrator in accordance with the Arbitration Act
                 1996 unless both parties agree that he shall act as an expert;

         5.5.2    if acting as an expert invite the Landlord and the Tenant to
                  submit to him, within such time limits (not being less than
                  fifteen (15) Working Days) as he shall consider appropriate, a
                  valuation accompanied by a statement of reasons and such
                  representations and cross-representations as to the amount of
                  the Open Market Rent with such supporting evidence as they may
                  respectively wish;


<PAGE>   22
         5.5.2    if acting as arbitrator have power to order on a provisional
                  basis any relief which he would have power to grant in a final
                  award;

         5.5.3   within sixty (60) days of the later of his appointment and the
                 Relevant Review Date, or within such extended period as the
                 Landlord and the Tenant may jointly agree in writing, give to
                 each of them written notice of the amount of the Open Market
                 Rent as determined by him.

5.6      FEES OF REVIEW SURVEYOR

5.6.1    The fees and expenses of the Review Surveyor if acting as an expert,
         including the fee payable for his nomination, shall be in the award of
         the Review Surveyor but, failing such award, the same shall be payable
         by the Landlord and the Tenant in equal shares who shall each bear
         their own costs, fees and expenses.

5.6.2    If either party fails to pay that party's share of the fees and
         expenses of the Review Surveyor, including the fee payable for his
         nomination, within five (5) Working Days after being required in
         writing to do so, the other party may pay such fees and expenses, and
         the share of the defaulting party shall become a debt payable to the
         other party on written demand with interest on such share at the
         Prescribed Rate from and including the date of payment by the other
         party to the date of reimbursement by the defaulting party.

5.7      APPOINTMENT OF NEW REVIEW SURVEYOR

         If the Review Surveyor fails to give notice of his determination within
         the allotted time, or if he dies, is unwilling to act, or becomes
         incapable of acting, or if, for any other reason, he is unable to act,
         the Landlord or the Tenant may request the President to discharge the
         Review Surveyor and appoint another surveyor in his place to act in the
         same capacity, which procedure may be repeated as many times as
         necessary.

5.8      INTERIM PAYMENTS PENDING DETERMINATION

         If the amount of the reviewed rent has not been agreed or determined by
         the Relevant Review Date (the date of agreement or determination being
         called the "DETERMINATION DATE"), then:-

         5.8.1    in respect of the period (the "INTERIM PERIOD") beginning with
                  the Relevant Review Date and ending on the day before the
                  quarter day following the Determination Date, the Tenant shall
                  pay to the Landlord the Principal Rent at the yearly rate
                  payable immediately before the Relevant Review Date together
                  with such further amounts (if any) as may be awarded by the
                  Review Surveyor or (if higher or no such award has been made),
                  such further amounts as the Tenant shall elect to pay; 


<PAGE>   23
                  and

         5.8.2    on the Determination Date, the Tenant shall pay to the
                  Landlord as arrears of rent the amount by which the reviewed
                  rent exceeds the rent actually paid during the Interim Period
                  (apportioned on a daily basis) together with interest on such
                  amount at 4% below the Prescribed Rate, such interest to be
                  calculated on the amount of each quarterly shortfall on a
                  day-to-day basis from the date on which it would have been
                  payable if the reviewed rent had then been agreed or
                  determined to the date of actual payment.

5.9      RENT RESTRICTIONS

         If, at any time during the Term, restrictions are imposed by any
         statute for the control of rent which prevent or prohibit wholly or
         partly the operation of the rent review provisions contained in this
         clause or which operate to impose any limitation, whether in time or
         amount, on the collection and retention of any increase in the
         Principal Rent or any part then and in each case respectively:-

         5.9.1    the operation of the rent review provisions contained in this
                  clause shall be postponed to take effect on the first date on
                  which such operation (whether wholly or partially and with or
                  without limited effect) may occur and in the case of
                  restrictions which partially prevent or prohibit such
                  operation and/or limit its effect on each such date;

         5.9.2    the collection of any increase in the rent shall be postponed
                  to take effect on the first date on which such increase 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 such restrictions shall be relaxed either wholly or
         partially, the Principal Rent shall be the maximum sum from time to
         time permitted by such restrictions.

5.10     MEMORANDA OF REVIEWED RENT

         Within ten (10) Working Days after the amount of any reviewed rent has
         been agreed or determined, memoranda recording that fact shall be
         prepared by the Landlord or its solicitors and shall be signed by or on
         behalf of the Landlord and the Tenant and any Guarantor and annexed to
         this Lease and its counterpart. The parties shall each bear their own
         costs in relation to the preparation and signing of such memoranda.


<PAGE>   24
5.11     TIME NOT OF THE ESSENCE

         For the purpose of this clause, time shall not be of the essence.

6.       INTEREST

6.1      INTEREST ON LATE PAYMENTS

         Without prejudice to any other right, remedy or power contained in this
         Lease or otherwise available to the Landlord, if any of the Rents
         (whether formally demanded or not) or any other sum of money payable to
         the Landlord by the Tenant under this Lease shall not be paid so that
         the Landlord receives full value in cleared funds:-

         6.1.1    in the case of the Principal Rent and any Value Added Tax
                  chargeable on it, within three Working Days of the day on
                  which payment is due; or

         6.1.2    in the case of any other Rents or sums, within ten (10)
                  Working Days of the date when payment is due

         the Tenant shall pay interest on such Rents and/or sums at the
         Prescribed Rate from and including the date when payment was due to the
         date of payment to the Landlord (both before and after any judgment).


<PAGE>   25
6.2      INTEREST ON REFUSED PAYMENTS

         Without prejudice to any other right, remedy or power contained in this
         Lease or otherwise available to the Landlord, if the Landlord acting as
         a reasonable institutional Landlord shall decline to accept any of the
         Rents so as not to waive any existing actual breach, the Tenant shall
         pay interest on such Rent at the Prescribed Rate from and including the
         date when payment was due (or, where applicable, would have been due if
         demanded on the earliest date on which it could have been demanded) to
         the date when payment is accepted by the Landlord.

7.       OUTGOINGS

7.1      TENANT'S OBLIGATION TO PAY

         The Tenant shall pay, or indemnify the Landlord against, all existing
         and future rates, taxes, duties, charges, assessments, impositions and
         other outgoings whatsoever (whether parliamentary, parochial, local or
         of any other description and whether or not of a capital or
         non-recurring nature or of a wholly novel character) which are now or
         may at any time during the Term be charged, levied, assessed or imposed
         upon, or payable in respect of, the Premises or upon the owner or
         occupier of them (excluding any tax payable by the Landlord occasioned
         by any disposition of, or dealing with, the reversion of this Lease or
         receipt of the Rents) and, in the absence of a direct assessment on the
         Premises, shall pay to the Landlord a fair proportion (to be reasonably
         determined by the Landlord) of any such outgoings.

7.2      INDEMNITY AGAINST VOID RATING RELIEF

         The Tenant shall indemnify the Landlord against any loss to the
         Landlord of one half of the void rating relief which might have been
         applicable to the Premises by reason of the Premises being vacant after
         the end of the Term (or any earlier termination of it) on the ground
         that such relief has already been allowed to the Tenant.

7.3      COSTS OF UTILITIES ETC.

         The Tenant shall:-

         7.3.1    pay all charges for electricity, gas and water consumed in the
                  Premises, including any connection and hiring charges and
                  meter rents; and

         7.3.2    perform and observe all present and future regulations and
                  requirements of the electricity, gas and water supply
                  companies or boards in respect of the supply and consumption
                  of electricity, gas and water on the Premises.


<PAGE>   26
8.       VALUE ADDED TAX

8.1      SUMS EXCLUSIVE OF VAT

         All sums payable under this Lease by the Tenant to the Landlord (with
         the exception of the rent reserved in clause 4.1.4) shall be deemed to
         be exclusive of Value Added Tax.

8.2      TENANT TO PAY VAT

         Where pursuant to the terms of this Lease the Landlord makes a supply
         to the Tenant (other than a supply made in consideration for the
         payment of the Rents) and Value Added Tax is payable in respect of such
         supply, the Tenant shall pay to the Landlord on the date of such supply
         a sum equal to the amount of Value Added Tax so payable and any penalty
         or interest incurred by the Landlord for any late payment of such Value
         Added Tax.

8.3      VAT INCURRED BY LANDLORD

         Where the Tenant is required by the terms of this Lease to reimburse
         the Landlord for the costs or expenses of any supplies made to the
         Landlord, the Tenant shall also at the same time pay or, as the case
         may be, indemnify the Landlord against all Value Added Tax input tax
         incurred by the Landlord in respect of those supplies save to the
         extent that the Landlord is entitled to repayment or credit in respect
         of such Value Added Tax input tax.

9.       TAXATION

         Notwithstanding anything contained in this Lease, the Tenant shall:-

9.1      not do on, or in relation to, the Premises or any part of them, or in
         relation to any interest of the Tenant in the Premises, any act or
         thing (other than the payment of the Rents) which shall render the
         Landlord liable for any tax, levy, charge or other fiscal imposition of
         whatsoever nature;

9.2      not dispose of, or deal with, this Lease in such a way that the
         Landlord shall be or become liable for any such tax, levy, charge or
         fiscal imposition; and

9.3      indemnify the Landlord against any loss arising from a breach of the
         terms of clause 9.1 or clause 9.2.

10.      LANDLORD'S COSTS

         Within ten (10) Working Days of written demand, the Tenant shall pay,
         or indemnify the Landlord and any mortgagee against, all reasonable
         costs, fees, charges, disbursements and expenses properly incurred by
         them, including those payable to solicitors, counsel, surveyors,
         architects and bailiffs:-


<PAGE>   27
         10.1     in relation to the preparation and service of a notice under
                  section 146 of the Law of Property Act 1925 or any proceedings
                  under section 146 or section 147 of that Act (whether or not
                  any right of re-entry or forfeiture has been waived by the
                  Landlord or a notice served under section 146 is complied with
                  by the Tenant or the Tenant has been relieved under the
                  provisions of that Act and even though forfeiture may be
                  avoided otherwise than by relief granted by the court);

         10.2     in relation to the preparation and service of all notices and
                  schedules relating to any wants of repair, whether served
                  during or after the expiration of the Term (but relating in
                  all cases only to such wants of repair which accrued not later
                  than the expiration or earlier determination of the Term);

         10.3     in connection with the recovery or attempted recovery of
                  arrears of rent or other sums due from the Tenant, or in
                  procuring the remedying of the breach of any covenant by the
                  Tenant;

         10.4     in relation to any application for consent required or made
                  necessary by this Lease whether or not it is granted (except
                  in cases where the Landlord is obliged not to withhold its
                  consent unreasonably and the withholding of its consent is
                  held to be unreasonable), or the application is withdrawn;

         10.5    in responding to any request made by the Tenant.

                                    SECTION 4
                         REPAIRS, ALTERATIONS AND SIGNS

11.      REPAIRS, DECORATION ETC.

11.1     REPAIRS

         Subject to clause 11.2, the Tenant shall:-

         11.1.1   repair and keep in good and substantial repair and condition
                  the Premises;

         11.1.2   as and when necessary, replace any of the landlord's fixtures
                  and fittings which may be or become beyond repair with new
                  ones which are similar in type and quality; and

         11.1.3   keep all parts of the Premises which are not built on in a
                  good and clean condition, 


<PAGE>   28
                  adequately surfaced and free from weeds and all landscaped
                  areas properly cultivated and maintained and any trees
                  preserved.

11.2     DAMAGE BY THE INSURED RISKS

         There shall be excepted from the obligations contained in clause 11.1
         any damage caused by the Insured Risks save to the extent that payment
         of the insurance moneys shall be withheld by reason of any act, neglect
         or default of the Tenant, any undertenant or occupier or any of their
         respective agents, licensees, visitors or contractors or any person
         under the control of any of them.

11.3     INTERNAL DECORATIONS

         The Tenant shall:-

         11.3.1  in every Decoration Year and also in the last three (3) months
                 of the Term (whether determined by passage of time or
                 otherwise), in a good and workmanlike manner prepare and
                 decorate with good quality paint or otherwise treat, as
                 appropriate, all internal parts of the Premises, such
                 decorations and treatment in the last three months of the Term
                 to be executed in such colours and materials as the Landlord
                 may reasonably require;

         11.3.2   as often as may be reasonably necessary, wash down all tiles,
                  glazed bricks and similar washable surfaces.

11.4     EXTERNAL DECORATIONS

         The Tenant shall:-

         11.4.1  in every Decoration Year and also during the last six (6)
                 months of the Term (whether determined by passage of time or
                 otherwise) in a good and workmanlike manner prepare and
                 decorate with at least two coats of good quality paint and in
                 colours to be approved in writing by the Landlord (such
                 approval not to be unreasonably withheld), or otherwise treat,
                 as appropriate, all external parts of the Premises;

         11.4.2  as often as reasonably necessary, clean, make good and restore
                 and, where appropriate, treat with suitable preservative any
                 external cladding, brickwork, concrete, stonework or other
                 finish of the Premises.


<PAGE>   29
11.5     PLANT AND MACHINERY

         The Tenant shall keep all lifts, boilers and central heating and air
         conditioning plant, and other plant, machinery, apparatus and equipment
         in the Premises properly maintained and in good working order and
         condition and for that purpose shall:-

         11.5.1   employ reputable contractors or appropriately qualified
                  persons regularly to inspect, maintain and service them;

         11.5.2   renew or replace all working and other parts as and when
                  necessary.

11.6     CLEANING

         The Tenant shall:-

         11.6.1  keep the Premises in a clean and tidy condition;

         11.6.2   at least once in every period of six months properly clean
                  both sides of the windows or window frames and all other glass
                  in the Premises.

11.7     CARPETING

         The Tenant shall maintain the carpets now, or from time to time, laid
         in the Premises and, when necessary, replace them with new carpets of
         equivalent quality and value.

12.      YIELD UP

12.1     REINSTATEMENT OF PREMISES

         Immediately prior to the expiration or earlier determination of the
         Term, the Tenant shall at its cost:-

         12.1.1   replace any of the landlord's fixtures and fittings which
                  shall be missing, damaged (to the extent that the same are
                  beyond repair) or destroyed, with new ones of similar kind and
                  quality;

         12.1.2  remove from the Premises any sign, writing or painting of the
                 name or business of the Tenant or any occupier of them and all
                 tenant's fixtures, fittings, furniture and effects and make
                 good, to the reasonable satisfaction of the Landlord, all
                 damage caused by such removal;

         12.1.3  unless required by the Landlord not to do so by no less than
                 three months' prior 


<PAGE>   30
                  notice, to remove and make good any alterations or additions
                  made to the Premises during the Term, and well and
                  substantially reinstate the Premises to the Landlord's
                  reasonable satisfaction.

12.2     YIELDING UP IN GOOD REPAIR

         At the expiration or earlier determination of the Term, the Tenant
         shall quietly yield up the Premises to the Landlord in good and
         substantial repair and condition and in accordance with the covenants
         by the Tenant contained in this Lease.

13.      COMPLIANCE WITH NOTICES

13.1     TENANT TO REMEDY BREACHES OF COVENANT

         Whenever the Landlord shall give written notice to the Tenant of any
         defects, wants of repair or breaches of covenant, the Tenant shall,
         within ninety (90) days of such notice, or such other period as may be
         reasonable in the circumstances, make good such defects or wants of
         repair and remedy the breach of covenant to the reasonable satisfaction
         of the Landlord.

13.2     FAILURE OF TENANT TO REPAIR

         If the Tenant shall fail within fifteen (15) Working Days of such
         notice, or as soon as reasonably possible in the case of emergency, to
         commence and then diligently and expeditiously to continue to comply
         with such notice, the Landlord may enter the Premises and carry out, or
         cause to be carried out, any of the works properly referred to in such
         notice and all costs and expenses incurred as a result shall be paid by
         the Tenant to the Landlord on demand and, in default of payment, shall
         be recoverable as rent in arrear.

14.      ALTERATIONS

14.1     NO STRUCTURAL ALTERATIONS

14.1.1   The Tenant shall not alter, cut into or remove the structural frame or
         foundations of the Premises.

14.1.2   Subject to clause 14.1.1, the Tenant shall not make any other
         alterations to the structure of the Premises without the prior written
         consent of the Landlord (such consent not to be unreasonably withheld).

14.2     NON-STRUCTURAL ALTERATIONS

         The Tenant shall not make any alteration or addition of a
         non-structural nature to the Premises nor to the Conduits or Mechanical
         or Electrical installations in the Premises without the prior written
         consent of the Landlord (such consent not to be unreasonably withheld).


<PAGE>   31
14.3     DEMOUNTABLE PARTITIONING

         The Tenant may install, alter or remove demountable partitioning in the
         Premises without the prior written consent of the Landlord provided
         always that the Tenant shall remove such partitioning and reinstate the
         Premises at the end or earlier determination of the Lease.

14.4     COVENANTS BY TENANT

         The Tenant shall enter into:-

         (a)      such covenants as the Landlord may reasonably require
                  regarding the execution of any works to which the Landlord
                  consents under this clause, and

         (b)      such covenants as the Landlord may require regarding the
                  reinstatement of the Premises at the end or earlier
                  determination of the Term.

15.      SIGNS AND ADVERTISEMENTS

15.1     For so long as the Tenant remains in actual occupation of the whole or
         substantially the whole of the Premises, the Tenant shall have the
         right to designate the name of the Premises and the right to erect and
         display on the Premises a sign or signs indicating the name of the
         Premises and the name and trade carried on by the Tenant, such rights
         being subject to obtaining the prior written approval of the Landlord
         (not to be unreasonably withheld) as to name of the Premises and the
         size, style and position and the materials to be used for any signs.

15.2     Subject to clause 15.1, the Tenant shall not erect or display on the
         exterior of the Premises or in the windows of them so as to be visible
         from the exterior, any advertisement, poster, notice, pole, flag,
         aerial, satellite dish or any other sign or thing without the prior
         written approval of the Landlord to the size, style and position and
         the materials to be used such approval not to be unreasonably withheld.


<PAGE>   32
                                    SECTION 5
                                       USE

16.      USE OF PREMISES

16.1     PERMITTED USE

         The Tenant shall not use the Premises or any part of them except for
         the Permitted Use.

16.2     TENANT NOT TO LEAVE PREMISES UNOCCUPIED

         The Tenant shall not leave the Premises continuously unoccupied for
         more than thirty (30) days without notifying the Landlord and
         providing, or paying for, such caretaking or security arrangements as
         the Landlord shall reasonably require in order to protect the Premises
         from vandalism, theft or unlawful occupation.

17.      USE RESTRICTIONS

         The Tenant shall perform and observe the obligations set out in
         SCHEDULE 2.

18.      EXCLUSION OF WARRANTY AS TO USER

18.1     NO WARRANTY BY LANDLORD

         Nothing contained in this Lease, or in any consent or approval granted
         by the Landlord under this Lease, shall imply or warrant that the
         Premises may be used under the Planning Acts for the purpose permitted
         by this Lease or any purpose subsequently permitted.

18.2     TENANT'S ACKNOWLEDGEMENT

         The Tenant acknowledges that neither the Landlord nor any person acting
         on behalf of the Landlord has at any time made any representation or
         given any warranty that any use permitted by this Lease is, will be, or
         will remain, a use authorised under the Planning Acts and even though
         any such use may not be a use authorised under the Planning Acts, the
         Tenant shall remain fully liable to the Landlord in respect of the
         obligations undertaken by the Tenant in this Lease without being
         entitled to any compensation, recompense or relief of any kind.


<PAGE>   33
                                    SECTION 6
                                    DISPOSALS

19.      GENERAL RESTRICTIONS

19.1     ALIENATION GENERALLY

         The Tenant shall not assign, charge, underlet or part with possession
         or share the occupation of, or permit any person to occupy, or create
         any trust in respect of the Tenant's interest in, the whole or any part
         of the Premises, except as may be expressly permitted by this clause
         and clauses 20, 21 and 22.

19.2     SHARING WITH A GROUP COMPANY

         Nothing in this clause or clauses 20, 21 and 22 shall prevent the
         Tenant from sharing occupation of the whole or any part of the Premises
         with any company which is, for the time being, a Group Company of the
         Tenant subject to (a) the Tenant giving to the Landlord written notice
         of the sharing of occupation and the name of the Group Company
         concerned within five (5) Working Days after the sharing begins (b) the
         Tenant and that Group Company remaining in the same relationship whilst
         the sharing lasts and (c) the sharing not creating the relationship of
         landlord and tenant between the Tenant and that Group Company.

20.      ASSIGNMENT

20.1     NO ASSIGNMENT OF PART

         The Tenant shall not assign any part or parts (as distinct from the
         whole) of the Premises.

20.2     CIRCUMSTANCES IN WHICH CONSENT TO ASSIGNMENT MAY BE WITHHELD

         For the purposes of Section 19 (1 A) of the Landlord and Tenant Act
         1927 it is agreed that the Landlord may withhold its consent to an
         assignment of the whole of the Premises in the following circumstances:

         20.2.1   Where the proposed assignee is resident in the United Kingdom,
                  or in the case of a body corporate is incorporated in the
                  United Kingdom, if the Pre-tax Profits of the proposed
                  assignee for each of the three consecutive years immediately
                  prior to the application to the Landlord do not exceed three
                  times the Principal Rent, and the Net Tangible Assets of the
                  proposed assignee do not exceed five times the Principal Rent
                  for each of the years in the same three year period;

         20.2.2   Where the proposed assignee is not resident in, or in the case
                  of a body corporate, is not incorporated in the United
                  Kingdom, except where the proposed assignee is 


<PAGE>   34
                  incorporated in a jurisdiction which recognises judgments of
                  the United Kingdom courts as enforceable without
                  reconsideration of the merits of the issues determined by the
                  United Kingdom courts;

         20.2.3   Where the proposed assignee is not resident in, or in the case
                  of a body corporate, is not incorporated in the United
                  Kingdom, if the Pre-tax Profits of the proposed assignee for
                  each of the three consecutive years immediately prior to the
                  application to the Landlord do not exceed six times the
                  Principal Rent, and the Net Tangible Assets of the proposed
                  assignee do not exceed ten times the Principal Rent for each
                  of the years in the same three year period;

         20.2.4   Where the proposed assignee is an associated company of the
                  Tenant, except where the assignment is made jointly to such
                  associated company and the Tenant and any Guarantor, and the
                  financial strength of such associated company is equal to or
                  greater than that of the Tenant and any Guarantor;

         20.2.5   Where the proposed assignee is any person or entity who has
                  the right to claim sovereign or diplomatic immunity or
                  exemption from liability from the covenants on the part of the
                  Tenant contained in this Lease

         20.2.6  Where the proposed assignee is any person or entity in relation
                 to whom any of the events mentioned in Clause 30.2 of this
                 Lease would have occurred if that person or entity were the
                 Tenant under this Lease.

         20.2.7   If there are any arrears of the Rents or any material
                  outstanding breaches of the Tenant's obligations under this
                  Lease.

         20.2.8   If in the Landlord's reasonable opinion the proposed assignee
                  is not of sufficient financial standing to comply with the
                  obligations of the Tenant contained in this Lease.

20.3     CONDITIONS FOR LANDLORD'S CONSENT

         For the purposes of Section 19 (1 A) of the Landlord and Tenant Act
         1927 it is further agreed that any consent of the Landlord to an
         assignment of the whole of the Premises may be subject to the following
         conditions:-

         (i)      that the Tenant shall, prior to the proposed assignment being
                  completed, execute and deliver to the Landlord a deed which
                  shall be prepared by the Landlord's 



<PAGE>   35
                  solicitors containing covenants on the part of the Tenant in
                  the form of those contained in Schedule 4 (therein defined as
                  the "Present Tenant");

         (ii)     that if the Landlord is entitled to withhold its consent to an
                  assignment of this Lease to the proposed assignee pursuant to
                  clause 20.2.1 or clause 20.2.3 the Tenant shall procure that a
                  guarantor reasonably acceptable to the Landlord and which has
                  Net Tangible Assets at least equal to those of Seagate
                  Technology Inc as at the date hereof and which, in the case of
                  a body corporate is either incorporated in the United Kingdom,
                  or incorporated in a jurisdiction which recognises judgments
                  of the United Kingdom courts as enforceable without
                  reconsideration of the merits of the issues determined by the
                  United Kingdom courts, shall enter into covenants in the form
                  of the covenants contained in Schedule 3.

20.4     ASSIGNMENT OF THE WHOLE

         Without prejudice to the provisions of Clauses 19 to 20.3 inclusive the
         Tenant shall not assign the whole of the Premises without the prior
         written consent of the Landlord and except in relation to the
         circumstances mentioned in Clause 20.2 and the conditions mentioned in
         Clause 20.3 such consent shall not be unreasonably withheld. The
         parties agree that in considering whether or not the Landlord is
         reasonably withholding such consent due and proper regard shall be had
         to the provisions and effect of the Landlord and Tenant (Covenants) Act
         1995.

20.5     S.144 LPA 1925

         To the extent (if any) necessary to make the foregoing provisions of
         this Lease effective but not further or otherwise) Section 144 of the
         Law of Property Act 1925 shall not apply.

21.      ARRANGEMENTS FOR THE SUBSTITUTION OF THE GUARANTOR

21.1     SUBSTITUTION AND RELEASE OF SEAGATE TECHNOLOGY INC

         Seagate Technology Inc shall be entitled to be released from its
         liability as guarantor under the terms of this Lease in the following
         circumstances and upon the following conditions:

         (a)      (i)      that the issued share capital of Seagate Software
                           Inc is successfully listed on the NASDAQ Stock Market
                           or another publicly traded US Stock Exchange for
                           which the requirements for listing are at least
                           equivalent to those of the NASDAQ Stock Market and
                           for the year immediately prior to the application to
                           the Landlord, its Pre-tax Profits are equivalent to
                           nine times the Principal Rent, and for each of the
                           two consecutive preceding years its Pre-tax Profits
                           are equivalent to six times the Principal Rent


<PAGE>   36
                           payable at the time of the application to the
                           Landlord; or

                  (ii)     Seagate Software Inc. has for each of the three
                           consecutive years immediately prior to the
                           application to the Landlord Pre-tax Profits
                           equivalent to twelve times the Principal Rent payable
                           at the time of the application to the Landlord; and

                  (iii)    in either of the circumstances mentioned in (i) or
                           (ii) above Seagate Software Inc. enters into a Deed
                           of Covenant with the Landlord containing covenants in
                           the form of those contained in Schedule 3; or

         (b)      Seagate Software Ltd has, for each of the three consecutive
                  years immediately prior to the application to the Landlord,
                  Pre-tax Profits equivalent to three times the Principal Rent,
                  and Net Tangible Assets in the UK equivalent to five times the
                  Principal Rent for each of the years in the same three year
                  period; or

         (c)      the Tenant proposes to assign the whole of the Premises to
                  Seagate Software Ltd and another company which is either:

                  (i)      a UK company or a foreign company with UK assets,
                           which has for each of the three consecutive years
                           immediately prior to the application to the Landlord,
                           Pre-tax Profits equivalent to three times the
                           Principal Rent, or Net Tangible Assets in the UK
                           equivalent to five times the Principal Rent for each
                           of the years in the same three year period and, in
                           the case of a foreign company, that company is
                           incorporated in a jurisdiction which recognises
                           judgments of the United Kingdom courts as enforceable
                           without reconsideration of the issues determined by
                           the United Kingdom courts; or

                  (ii)     a foreign company without assets in the UK which has
                           for each of the three consecutive years immediately
                           to the application to the Landlord Pre-tax Profits
                           equivalent to six times the Principal Rent and Net
                           Tangible Assets equivalent to ten times the Principal
                           Rent for each of the years in the same three year
                           period and, in the case of a foreign company, that
                           company is incorporated in a jurisdiction which
                           recognises judgments of the United Kingdom courts as
                           enforceable without reconsideration of the issues
                           determined by the United Kingdom courts.


<PAGE>   37
21.2     PROVISIONS OF ACCOUNTS AND OTHER DOCUMENTARY EVIDENCE

         If the conditions referred to in clause 21.1(a), (b) or (c) are
         satisfied, the Tenant shall serve written notice on the Landlord and
         provide such copy accounts and other documentary evidence as is
         sufficient to demonstrate that such conditions are satisfied or
         otherwise as the Landlord may reasonably require and if such evidence
         is provided to the Landlord as is sufficient to show that the
         circumstances referred to in clause 21.1(a) or clause 21.1(b) are
         satisfied the Landlord, the Tenant and Seagate Technology Inc. shall
         within twenty (20) Working Days thereafter enter into a Deed of Release
         in the form of the draft deed contained in Schedule 5.

21.3     LANDLORD'S CONSENT TO ASSIGNMENT

         (Subject to Clause 21.4) the Landlord shall not withhold its consent to
         an assignment of the whole of the Premises in the circumstances
         referred to in clause 21.1(c), and within twenty (20) Working Days
         after receipt by the Landlord of copies of such accounts and other
         documentary evidence as is sufficient to demonstrate that such
         conditions are satisfied or otherwise as the Landlord may reasonably
         require, the Landlord, the Tenant, the proposed assignee and Seagate
         Technology Inc shall enter into a Licence to Assign and Deed of Release
         in the form of the draft deed contained in Schedule 6.

21.4     CONDITIONS FOR LANDLORD'S CONSENT

         In relation to an assignment of the whole of the Premises in the
         circumstances referred to in clause 21.1(c) the Landlord may withhold
         its consent in the circumstances referred to in sub-clauses 20.2.2,
         20.2.5 or 20.2.6 or if there are any material unremedied breaches of
         the Tenant's obligations under this Lease but the other circumstances
         referred to in clause 20.2 and the conditions referred to in clause
         20.3 shall not apply.

21.5     APPLICATION FOR THE RELEASE OF SEAGATE SOFTWARE INC

         In the event that a deed of covenant is entered into by Seagate
         Software Inc. as referred to in Clause 21.1(a)(ii), Seagate Software
         Inc shall be entitled to be released from its liability as guarantor
         under such deed in the following circumstances and upon the following
         conditions:

         (a)      Seagate Software Ltd has for each of the three consecutive
                  years immediately prior to the application to the Landlord,
                  Pre-tax Profits equivalent to three times the Principal Rent,
                  or Net Tangible Assets in the UK equivalent to five times the
                  Principal Rent for each of the years in the same three year
                  period; or

         (b)      the Tenant proposes to assign the whole of the Premises to
                  Seagate Software Ltd and another company which is either:


<PAGE>   38
                  (i)      a UK company or a foreign company with UK assets,
                           which has for each of the three consecutive years
                           immediately prior to the application to the Landlord,
                           Pre-tax Profits equivalent to three times the
                           Principal Rent, or Net Tangible Assets in the UK
                           equivalent to five times the Principal Rent for each
                           of the years in the same three year period and, in
                           the case of a foreign company, that company is
                           incorporated in a jurisdiction which recognises
                           judgments of the United Kingdom courts as enforceable
                           without reconsideration of the issues determined by
                           the United Kingdom courts; or

                  (ii)     a foreign company without assets in the UK which has
                           for each of the three consecutive years immediately
                           prior to the application to the Landlord Pre-tax
                           Profits equivalent to six times the Principal Rent
                           and Net Tangible Assets worth equivalent to ten times
                           the Principal Rent for each of the years in the same
                           three year period and, in the case of a foreign
                           company, that company is incorporated in a
                           jurisdiction which recognises judgments of the United
                           Kingdom courts as enforceable without reconsideration
                           of the issues determined by the United Kingdom
                           courts.

21.6     PROVISION OF ACCOUNTS AND OTHER DOCUMENTARY EVIDENCE

         If the conditions referred to in clause 21.5(a) or (b) are satisfied
         the Tenant shall serve written notice on the Landlord and provide such
         copies of accounts and other documentary evidence as is sufficient to
         demonstrate that such conditions are satisfied or otherwise as the
         Landlord may reasonably require and if such evidence is provided to the
         Landlord as is sufficient to show that the circumstance referred to in
         clause 21.5(a) is satisfied the Landlord, the Tenant and Seagate
         Software Inc. shall within twenty (20) Working Days thereafter enter
         into a Deed of Release in the form of the draft deed contained in
         Schedule 5.

21.7     LANDLORD'S CONSENT TO ASSIGNMENT

         The Landlord shall not withhold its consent to an assignment of the
         whole of the Premises in the circumstances referred to in clause
         21.5(b), and within twenty (20) Working Days after receipt by the
         Landlord of copies of such accounts and other documentary evidence as
         the Landlord shall reasonably require, the Landlord and Seagate
         Software Inc shall enter into a Licence to Assign and Deed of Release
         in the form of the draft deed contained in Schedule 6.

21.8     CONDITIONS FOR LANDLORD'S CONSENT

         In relation to an assignment of the whole of the Premises in the
         circumstances referred to in 


<PAGE>   39
         clause 21.5(b) the Landlord may withhold its consent in the
         circumstances referred to in sub-clauses 20.2.2, 20.2.5 or 20.2.6 or if
         there are any outstanding breaches of the Tenant's obligations under
         this Lease, but the other circumstances referred to in clause 20.2
         referred to in clause 20.3 shall not apply.

22.      UNDERLETTING

22.1     SUBLETTING UNIT

         For the purposes of this clause "Subletting Unit" means each separate
         unit of accommodation which comprises:-

         (i)      the whole of the Net Internal Area of a floor other than the
                  basement; or

         (ii)     a part of a floor of the Premises (other than the basement)
                  which is capable of being occupied and used as a separate and
                  self contained unit with all necessary and proper services;

         (iii)    any combination of contiguous complete floors of the Premises;
                  and

         (iv)     a complete floor or floors or a part of a floor as described
                  in (ii) above and the whole of the basement or a part of the
                  basement which is capable of being occupied and used as a
                  separate and self-contained unit with all necessary and proper
                  services.

22.2     UNDERLETTING OF PART

         The Tenant shall not underlet any part of the Premises other than on
         the following conditions:-

         22.2.1   the Premises shall not at any time be in the occupation of
                  more than six (6) persons, the Tenant and any Group Company
                  which is permitted to share occupation under clause 19.2
                  counting as one; and

         22.2.2   there shall not at any time be more than two persons in
                  occupation of any one floor of the Premises, the Tenant and
                  any Group Company which is permitted to share occupation under
                  Clause 19.2 counting as one; and

         22.2.3   the part of the Premises to be underlet shall comprise a
                  Subletting Unit only; and

         22.2.4   if the Landlord shall reasonably so require, the Tenant shall
                  obtain an acceptable guarantor for any proposed undertenant
                  and such guarantor shall execute and 


<PAGE>   40
                  deliver to the Landlord a deed containing covenants by that
                  guarantor (or, if more than one, joint and several covenants)
                  with the Landlord, as a primary obligation, in the terms
                  contained in SCHEDULE 3 (with any necessary changes) or in
                  such other terms as the Landlord may reasonably require; and

         22.2.5   the underlease shall incorporate an agreement, authorised
                  beforehand by the Court, excluding sections 24 to 28 of the
                  Landlord and Tenant Act 1954 in relation to such underlease.

22.3     UNDERLETTING OF THE WHOLE

         The Tenant shall not underlet the whole of the Premises other than on
         condition that the underlease incorporates an agreement, authorised
         beforehand by the Court, excluding sections 24 to 28 of the Landlord
         and Tenant Act 1954 in relation to such underlease.

22.4     UNDERLETTING RENT

         The Tenant shall not underlet the whole of the Premises or part at a
         fine or premium or at a rent less than the open market rent of the
         Premises.

22.5     DIRECT COVENANTS FROM UNDERTENANT

         Prior to any permitted underlease, the Tenant shall procure that the
         undertenant enters into the following direct covenants with the
         Landlord:-

         22.5.1   an unqualified covenant by the undertenant not to assign or
                  charge any part of the premises to be underlet;

         22.5.2   an unqualified covenant by the undertenant not to underlet the
                  whole or any part of the premises to be underlet nor (save by
                  way of an assignment of the whole or an underlease of the
                  whole of the premises to be underlet) part with possession or
                  share the occupation of the whole or any part of the premises
                  to be underlet or permit any person to occupy them;

         22.5.3   a covenant by the undertenant not to assign, or charge or
                  underlet the whole of the premises to be underlet without the
                  prior written consent of the Landlord, such consent not to be
                  unreasonably withheld;

         22.5.4   a covenant by the undertenant to perform and observe all the
                  tenant's covenants contained in (a) this Lease (other than the
                  payment of the Rents) so far as the same are applicable to the
                  premises to be underlet, and (b) the permitted underlease.


<PAGE>   41
22.6     CONTENTS OF UNDERLEASE

         Every permitted underlease (a final copy of which shall be supplied to,
         and approved by, the Landlord prior to its grant, such approval not to
         be unreasonably withheld) shall contain:-

         22.6.1   provisions for the review of the rent payable under it on an
                  upwards only basis corresponding both as to terms and dates
                  with the rent review provisions in this Lease;

         22.6.2   a covenant by the undertenant (which the Tenant covenants to
                  enforce) prohibiting the undertenant from doing or suffering
                  any act or thing on, or in relation to, the premises underlet
                  inconsistent with, or in breach of, this Lease;

         22.6.3   a condition for re-entry on breach of any covenant by the
                  undertenant;

         22.6.4   the same restrictions as to assignment, underletting, charging
                  and parting with or sharing the possession or occupation of
                  the premises underlet, and the same provisions for direct
                  covenants and registration, as are in this Lease (with any
                  necessary changes).

22.7     TENANT TO OBTAIN LANDLORD'S CONSENT

         Without prejudice to the other provisions of this clause, the Tenant
         shall not underlet the whole of the Premises or underlet a Subletting
         Unit without the prior written consent of the Landlord, such consent
         not to be unreasonably withheld or delayed.

22.8     TENANT TO ENFORCE OBLIGATIONS

         The Tenant shall enforce the performance and observance of the
         covenants by the undertenant contained in any permitted underlease and
         shall not, at any time, either expressly or by implication, waive any
         breach of them.

22.9     REVIEW OF UNDERLEASE RENT

         The Tenant shall:-

         22.9.1   procure that the rent under any permitted underlease is
                  reviewed in accordance with its terms but shall not agree any
                  reviewed rent with the undertenant nor any rent payable on any
                  renewal of it without the prior written consent of the
                  Landlord (such consent not to be unreasonably withheld);


<PAGE>   42
         22.9.2   procure that the Landlord's representations as to the rent
                  payable under that underlease are made to the independent
                  person appointed to determine the rent under the underlease to
                  the reasonable satisfaction of the Landlord; and

         22.9.3   if the rent under any such underlease is to be determined by
                  an independent person, not determine whether such person is to
                  act as an expert or as an arbitrator without the Landlord's
                  prior written consent (such consent not to be unreasonably
                  withheld or delayed).

22.10    NO VARIATION OF TERMS

         The Tenant shall not vary the terms, or accept any surrender, of any
         permitted underlease, without the prior written consent of the
         Landlord, such consent not to be unreasonably withheld.

22.11    NO REDUCTION IN RENT

         The Tenant shall procure that the rent payable under any permitted
         underlease is not commuted or made payable more than one quarter in
         advance, and shall not permit any reduction of that rent.

23.      REGISTRATION OF DISPOSITIONS

         Within fifteen (15) Working Days of every assignment, transfer, assent,
         underlease, assignment of underlease, mortgage, charge or any other
         disposition, whether mediate or immediate, of or relating to the
         Premises or any part, the Tenant shall provide the Landlord or its
         solicitors with a copy (certified as true) of the deed, instrument or
         other document evidencing or effecting such disposition and, on each
         occasion, shall pay to the Landlord or its solicitors a fee of
         Twenty-five pounds (L25.00) or such larger sum as may be reasonable.

                                    SECTION 7
                               LEGAL REQUIREMENTS

24.      STATUTORY REQUIREMENTS

24.1     TENANT TO COMPLY WITH STATUTES

         The Tenant shall, at its expense, comply in all respects with every
         statute now in force or which may, after the date of this Lease, be in
         force and any other obligation imposed by law and all regulations laws
         or directives made or issued by or with the authority of The European
         Commission and/or The Council of Ministers relating to the Premises or
         their use, including the Offices, Shops and Railway Premises Act 1963,
         the Fire Precautions Act 1971, the Defective Premises Act 1972, the
         Health and Safety at Work etc. Act 1974 and the 


<PAGE>   43
         Environmental Protection Act 1990.

24.2     TENANT TO EXECUTE NECESSARY WORKS

         The Tenant shall execute all works and provide and maintain all
         arrangements on or in respect of the Premises or their use which are
         required by any statute now in force or which may after the date of
         this Lease be in force or by any government department, local, public
         or other competent authority or court of competent jurisdiction acting
         under or in pursuance of any statute, whether any of the same are
         required to be carried out by the landlord, tenant or occupier, and
         shall indemnify the Landlord against all costs, charges, fees and
         expenses of, or incidental to, the execution of any works or the
         provision or maintenance of any arrangements so required.

24.3     TENANT TO REFRAIN FROM CERTAIN ACTS

         The Tenant shall not do, or omit to be done, in or near the Premises,
         any act or thing by reason of which the Landlord may, under any
         statute, incur or have imposed upon it, or become liable to pay, any
         damages, compensation, costs, charges, expenses or penalty.

25.      PLANNING ACTS

25.1     TENANT'S OBLIGATION TO COMPLY

         The Tenant shall comply with the Planning Acts and with any planning
         permission relating to, or affecting, the Premises, and indemnify the
         Landlord against all actions, proceedings, claims, demands, losses,
         costs, expenses, damages and liability whatsoever in respect of any
         non-compliance.

25.2     NO APPLICATION FOR PLANNING PERMISSION WITHOUT CONSENT

         The Tenant shall not make any application for planning permission or
         for other consents required under the Planning Acts in respect of the
         Premises without the prior written consent of the Landlord, such
         consent not to be unreasonably withheld.

25.3     TENANT TO OBTAIN ALL PERMISSIONS

         The Tenant shall, at its expense, obtain and, if appropriate, renew any
         planning permission and any other consent and serve all necessary
         notices required for the carrying out by the Tenant of any operations
         or the commencement or continuance of any use on the Premises.


<PAGE>   44
25.4     TENANT TO PAY PLANNING CHARGES

         The Tenant shall pay and satisfy any charge or levy imposed under the
         Planning Acts in respect of any Development by the Tenant on the
         Premises.

25.5     NO IMPLEMENTATION OF PERMISSION WITHOUT APPROVAL

         The Tenant shall not implement any planning permission or consent
         required under the Planning Acts before it has been produced to, and
         approved in writing by, the Landlord, such approval not to be
         unreasonably withheld but the Landlord may refuse to approve such
         planning permission or consent on the grounds that any condition
         contained in it, or anything omitted from it, or the period referred to
         in it, would, in the reasonable opinion of the Landlord, be or be
         likely to be materially prejudicial to the Landlord's interest in the
         Premises, whether during or following the expiration or earlier
         determination of the Term.

25.6     TENANT TO CARRY OUT WORKS BEFORE END OF TERM

         Unless the Landlord shall otherwise direct in writing, the Tenant shall
         carry out and complete before the expiration or earlier determination
         of the Term:-

         25.6.1   any works required to be carried out to the Premises as a
                  condition of any planning permission granted during the Term
                  and implemented by the Tenant whether or not the date by which
                  the planning permission requires such works to be carried out
                  is within the Term; and

         25.6.2   any Development begun upon the Premises in respect of which
                  the Landlord may be or become liable for any charge or levy
                  under the Planning Acts.

25.7     PLANS ETC. TO BE PRODUCED

         The Tenant shall produce to the Landlord on demand all plans, documents
         and other evidence as the Landlord may reasonably require in order to
         satisfy itself that this clause has been complied with.

25.8     PLANNING CONDITIONS

         Where a planning permission has been granted subject to conditions, the
         Landlord shall be entitled, where it is reasonable to do so, to require
         the Tenant to provide security for compliance with such conditions, and
         the Tenant shall not implement the planning permission until security
         shall have been provided to the reasonable satisfaction of the
         Landlord.


<PAGE>   45
25.9     PLANNING REFUSAL

         If reasonably required by the Landlord and at the cost of the Landlord,
         the Tenant shall appeal against any refusal of planning permission or
         the imposition of any condition in a planning permission relating to
         the Premises following an application made by the Tenant.

26.      STATUTORY NOTICES

26.1     NOTICES GENERALLY

         The Tenant shall:-

         26.1.1   within ten (10) Working Days (or sooner if necessary having
                  regard to the requirements of the notice or order in question
                  or the time limits stated in it) of receipt of any notice or
                  order or proposal for a notice or order given to the Tenant
                  and relevant to the Premises or any occupier of them by any
                  government department, local, public or other competent
                  authority or court of competent jurisdiction, provide the
                  Landlord with a true copy of it and any further particulars
                  required by the Landlord;

         26.1.2   without delay, take all necessary steps to comply with the
                  notice or order so far as the same is the responsibility of
                  the Tenant; and

         26.1.3   at the request of the Landlord but at the joint cost of the
                  Landlord and the Tenant, make or join with the Landlord in
                  making such objection, complaint, representation or appeal
                  against or in respect of any such notice, order or proposal as
                  the Landlord shall deem expedient.

26.2     PARTY WALL ETC. ACT 1996

         The Tenant shall:-

         26.2.1   Forthwith after receipt by the Tenant of any notice served on
                  the Tenant under the Party Wall etc. Act 1996 provide the
                  Landlord with a true copy of it and of any further particulars
                  required by the Landlord;

         26.2.2   At the request of the Landlord acting reasonably but at the
                  joint cost of Landlord and the Tenant make or join with the
                  Landlord in making such objection complaint representation and
                  in serving such counter notice against or in respect of any
                  such notice as the Landlord shall deem expedient;


<PAGE>   46
         26.2.3   At the request of the Landlord but at the joint cost of the
                  Landlord and the Tenant make or join with the Landlord in
                  serving any such notice on any adjoining owner under the Party
                  Wall etc. Act 1996 as the Landlord may from time to time
                  require.

27.      FIRE PRECAUTIONS AND EQUIPMENT

27.1     COMPLIANCE WITH REQUIREMENTS

         The Tenant shall comply with the requirements of the fire authority and
         the insurers of the Premises and the reasonable requirements of the
         Landlord in relation to fire precautions affecting the Premises.

27.2     FIRE FIGHTING APPLIANCES TO BE SUPPLIED

         The Tenant shall keep the Premises equipped with such fire fighting
         appliances as shall be required by any statute, the fire authority or
         the insurers of the Premises, or as shall be reasonably required by the
         Landlord and the Tenant shall keep such appliances open to inspection
         and maintained to the reasonable satisfaction of the Landlord.

27.3     ACCESS TO BE KEPT CLEAR

         The Tenant shall not obstruct the access to, or means of working, any
         fire fighting appliances or the means of escape from the Premises in
         case of fire or other emergency.

28.      DEFECTIVE PREMISES

         Immediately upon becoming aware of the same, the Tenant shall give
         written notice to the Landlord of any defect in the Premises which
         might give rise to an obligation on the Landlord to do, or refrain from
         doing, any act or thing so as to comply with any duty of care imposed
         on the Landlord under the Defective Premises Act 1972, and shall
         display and maintain in the Premises all notices which the Landlord
         may, from time to time, reasonably require to be displayed in relation
         to any such matters.

                                    SECTION 8
                                    INSURANCE

29.      INSURANCE PROVISIONS

29.1     LANDLORD TO INSURE

         The Landlord shall insure and keep insured with some publicly quoted
         insurance company (or a subsidiary of a publicly quoted company) or
         with Lloyds' underwriters and through such agency as the Landlord may,
         from time to time, determine, (at economic market rates having regard
         to all the circumstances) subject to such exclusions, excesses,
         limitations, terms and conditions as may properly be contained in any
         policy taken out by the Landlord having 


<PAGE>   47
         regard to current market practice at the time and at reasonably
         competitive cost having regard to the terms of the policy:-

         29.1.1   the Premises (including plate glass) in their Full
                  Reinstatement Cost against loss or damage by the Insured
                  Risks;

         29.1.2   the loss of the Principal Rent from time to time payable, or
                  reasonably estimated to be payable, under this Lease, taking
                  account of any review of the rent which may become due under
                  this Lease, for three (3) years;

         29.1.3   explosion of any engineering and electrical plant and
                  machinery in the Premises to the extent that the same is not
                  covered by clause 29.1.1;

         29.1.4   property owner's liability and such other insurances in
                  respect of the Premises as the Landlord may, from time to
                  time, properly deem necessary to effect.

29.2     WAIVER OF SUBROGATION

         The Landlord shall use all reasonable endeavours to obtain from the
         insurers of the Premises a waiver of the insurers' rights of
         subrogation against the Tenant.

29.3     FULL REINSTATEMENT COST

         In this clause, "FULL REINSTATEMENT COST" means the full cost of
         reinstating the Premises at the time when such reinstatement is likely
         to take place, having regard to any possible increases in building
         costs, and including the cost of demolition, shoring up, site
         clearance, ancillary expenses and architects', surveyors' and other
         professional fees and any necessary Value Added Tax.

29.4     LANDLORD'S FIXTURES

         The Tenant shall notify the Landlord in writing on request of the full
         reinstatement cost of any fixtures and fittings installed at any time
         by the Tenant and which may become landlord's fixtures and fittings for
         the purpose of enabling the Landlord to effect adequate insurance cover
         for them.

29.5     LANDLORD TO PRODUCE EVIDENCE OF INSURANCE

         At the request of the Tenant, the Landlord shall produce to the Tenant
         reasonable evidence from the insurers of the terms of the insurance
         policy and the fact that the policy is subsisting and in effect.


<PAGE>   48
29.6     INSURANCE VALUATIONS

         The Tenant shall pay on demand the proper costs from time to time of
         any insurance valuations carried out by the Landlord in respect of the
         Premises at such periods as the Landlord may reasonably consider
         appropriate (but not more often than once in any period of 3 years).

29.7     DAMAGE TO THE PREMISES

         If the Premises or any part of them shall be damaged or destroyed by
         any of the Insured Risks so as to render the Premises unfit for use and
         occupation or inaccessible then:-

         29.7.1   unless payment of the insurance moneys shall be refused wholly
                  or partly by reason of any act or default of the Tenant, any
                  undertenant or occupier of any part of the Premises or any of
                  their respective agents, licensees, visitors or contractors or
                  any person under the control of any of them; and

         29.7.2   subject to the Landlord being able to obtain any necessary
                  planning permission and all other necessary licences,
                  approvals and consents, which the Landlord shall use
                  reasonable endeavours to obtain but shall not be obliged to
                  institute any appeals; and

         29.7.3   subject to any necessary labour and materials being and
                  remaining available, which the Landlord shall use reasonable
                  endeavours to obtain as soon as practicable

         the Landlord shall reinstate and rebuild the Premises or the part of
         the Premises so damaged or destroyed substantially as it was prior to
         any such damage or destruction (but not so as to provide accommodation
         identical in layout if it would not be reasonably practical to do so).


<PAGE>   49
29.8     WHERE REINSTATEMENT IS DELAYED OR PREVENTED

29.8.1   If the Premises or any part of them shall be damaged or destroyed by
         any of the Insured Risks so as to render the Premises unfit for use and
         occupation or inaccessible and the Landlord has not begun and is not
         proceeding diligently to reinstate or rebuild the Premises or the part
         of the Premises so damaged or destroyed two (2) years after the date of
         such damage or destruction either party may at any time determine this
         Lease by giving not less than one month's written notice to the other
         party to expire on the expiry of the period of loss of rent insurance
         whereupon the Landlord shall be released from any obligation to rebuild
         or reinstate the Premises and shall be solely entitled to all the
         insurance monies. Such determination shall be without prejudice to any
         claim which the Landlord may have against the Tenant or any Guarantor
         or which the Tenant may have against the Landlord for any previous
         breach of covenant or sum previously accrued due.

29.8.2   If, for any reason whatsoever, the Landlord is prevented from
         reinstating or rebuilding the Premises, having used all reasonable
         endeavours to obtain all planning permissions, approvals and consents
         necessary for such purpose, and the Landlord continues to be prevented
         from reinstating or rebuilding for a period of three (3) years after
         the date of the damage or destruction, the Landlord shall thereupon be
         released from such obligation and shall be solely entitled to all the
         insurance moneys. Unless this Lease has been terminated by frustration
         in the meantime, either party may, at any time after the expiry of the
         period of loss of rent insurance, determine this Lease by giving
         written notice to the other but such determination shall be without
         prejudice to any claim which the Landlord may have against the Tenant
         or any Guarantor or which the Tenant may have against the Landlord for
         any previous breach of covenant or sum previously accrued due.

29.9     PAYMENT OF INSURANCE MONEY REFUSED

         If payment of any insurance money is properly refused as a result of
         some act or default of the Tenant, any undertenant or occupier of any
         part of the Premises or any of their respective agents, licensees,
         visitors or contractors or any person under the control of any of them,
         the Tenant shall pay to the Landlord, on written demand, the amount so
         refused with interest on that amount at two per cent below the
         Prescribed Rate from and including the date of such refusal to the date
         of payment by the Tenant.


<PAGE>   50
29.10    SUSPENSION OF RENT PAYMENTS

         If the Premises or any part of them shall be damaged or destroyed by
         any of the Insured Risks so as to render the Premises unfit for use and
         occupation or inaccessible, the Principal Rent or a fair proportion
         thereof according to the nature and extent of the damage sustained,
         shall not be payable until the Premises or the part damaged or
         destroyed shall be again rendered fit for use and occupation and
         accessible. Such suspension of rent shall be conditional upon the
         insurance not having been vitiated or payment of the policy moneys
         refused wholly or partly as a result of some act or default of the
         Tenant, any undertenant or occupier of any part of the Premises or any
         of their respective agents, licensees, visitors or contractors or any
         person under the control of any of them. Any dispute regarding the
         suspension of payment of the Principal Rent shall be referred to a
         single arbitrator to be appointed, in default of agreement, upon the
         application of either party, by the President in accordance with the
         Arbitration Act 1996.

29.11    DOUBLE INSURANCE

         If the Tenant shall become entitled to the benefit of any insurance
         covering any part of the Insured Risks relating to the Premises which
         is not effected or maintained in pursuance of the obligations contained
         in this Lease, the Tenant shall apply any money received from such
         insurance (in so far as it extends) in making good the loss or damage
         in respect of which it shall have been received.

29.12    INSURANCE BECOMING VOID

         The Tenant shall not do, or omit to do:-

         29.12.1  anything which could cause any policy of insurance covering
                  the Premises to become wholly or partly void or voidable; or

         29.12.2  anything whereby any abnormal or loaded premium may become
                  payable in respect of the policy, unless the Tenant has
                  previously notified the Landlord and agreed to pay the
                  increased premium

         and, in any event, the Tenant shall pay to the Landlord on written
         demand all expenses incurred by the Landlord in renewing any such
         policy.


<PAGE>   51
29.13    REQUIREMENTS OF INSURERS

         The Tenant shall, at all times, comply with any requirements of the
         insurers of the Premises so far as the same are known by the Tenant.

29.14    NOTICE BY TENANT

         The Tenant shall give notice to the Landlord immediately on the
         happening of any event or thing which the Tenant reasonably believes
         might affect any insurance policy relating to the Premises.

                                    SECTION 9
                    DEFAULT OF TENANT AND RIGHTS OF RE-ENTRY

30.      DEFAULT OF TENANT

30.1     RE-ENTRY

         Without prejudice to any other right, remedy or power contained in this
         Lease or otherwise available to the Landlord, on or at any time after
         the happening of any of the events mentioned in clause 30.2, the
         Landlord may re-enter the Premises or any part of them in the name of
         the whole, and the Term shall then end, but without prejudice to any
         claim which the Landlord may have against the Tenant or any Guarantor
         for any previous breach of covenant or sum previously accrued due.

30.2     EVENTS OF DEFAULT

         The events referred to in clause 30.1 are the following:-

         30.2.1   if the Rents or any part of them shall be unpaid for ten (10)
                  Working Days after becoming payable (whether formally demanded
                  or not); or

         30.2.2   if any of the covenants by the Tenant contained in this Lease
                  shall not be performed and observed; or

         30.2.3   if the Tenant, for the time being, and/or the Guarantor (if
                  any) (being a body corporate):-

                  30.2.3.1 calls, or a nominee on its behalf calls, a meeting of
                           any of its creditors; or makes an application to the
                           Court under Section 425 of the Companies Act 1985; or
                           submits to any of its creditors a proposal under Part
                           I of the Insolvency Act 1986; or enters into any
                           arrangement, scheme, 


<PAGE>   52
                           compromise, moratorium or composition with any of its
                           creditors (whether under Part I of the Insolvency Act
                           1986 or otherwise); or

                  30.2.3.2 has an administrative receiver or a receiver or a
                           receiver and manager appointed in respect of the
                           Tenant's or the Guarantor's property or assets or any
                           part; or

                  30.2.3.3 resolves or the directors or shareholders resolve to
                           present a petition for an administration order in
                           respect of the Tenant or the Guarantor (as the case
                           may be); or an administrator is appointed; or

                  30.2.3.4 has a winding-up order made against it or a petition
                           for an administration order is presented against it
                           which is not withdrawn within 21 days; or passes a
                           winding-up resolution (other than a voluntary
                           winding-up whilst solvent for the purposes of an
                           amalgamation or reconstruction which has the prior
                           written approval of the Landlord such approval not to
                           be unreasonably withheld or delayed); or calls a
                           meeting of its creditors for the purposes of
                           considering a resolution that it be wound-up
                           voluntarily; or resolves to present its own
                           winding-up petition; or is wound-up (whether in
                           England or elsewhere); or has a liquidator or
                           provisional liquidator appointed; or

                  30.2.3.5 shall cease for any reason to maintain its corporate
                           existence; or is struck off the register of
                           companies; or otherwise ceases to exist; or

         30.2.4   if the Tenant, for the time being, and/or the Guarantor (if
                  any) (being an individual, or if more than one individual,
                  then any one of them) makes an application to the Court for an
                  interim order under Part VIII of the Insolvency Act 1986; or
                  convenes a meeting of, or enters into any arrangement, scheme,
                  compromise, moratorium or composition with, any of his
                  creditors (whether under Part VIII of the Insolvency Act 1986
                  or otherwise); or has a bankruptcy petition presented against
                  him or is adjudged bankrupt (whether in England or elsewhere);
                  or has a receiver appointed in respect of the Tenant's or the
                  Guarantor's property or assets or any part; or

         30.2.5   if analogous proceedings or events to those referred to in
                  this clause shall be instituted or occur in relation to the
                  Tenant, for the time being, and/or the Guarantor (if any)
                  elsewhere than in the United Kingdom; or


<PAGE>   53
         30.2.6   if the Tenant, for the time being, and/or the Guarantor (if
                  any) suffers any distress or execution to be levied on the
                  Premises which is not discharged in full within twenty one
                  (21) days after the levy has been made; or becomes unable to
                  pay its debts as and when they fall due.

                                   SECTION 10
                                  MISCELLANEOUS

31.      QUIET ENJOYMENT

         The Landlord covenants with the Tenant that the Tenant, paying the
         Rents and performing and observing the covenants on the part of the
         Tenant contained in this Lease, shall and may peaceably hold and enjoy
         the Premises during the Term without any interruption by the Landlord
         or any person lawfully claiming through, under, or in trust for it.

32.      EXCLUSION OF IMPLIED COVENANTS BY LANDLORD

         Any covenants on the part of the Landlord which would otherwise be
         implied by law are hereby expressly excluded.

33.      RELETTING NOTICES

         The Tenant shall permit the Landlord, at all reasonable times during
         the last six (6) months of the Term, to enter the Premises and affix
         and retain, without interference, on any suitable parts of them (but
         not so as materially to affect the access of light or air to the
         Premises) notices for reletting them and the Tenant shall not remove or
         obscure such notices and shall permit all persons with the written
         authority of the Landlord to view the Premises at all reasonable hours
         in the daytime, upon prior appointment having been made.

34.      DISCLOSURE OF INFORMATION

         Upon making any application or request in connection with the Premises
         or this Lease, or upon written request by the Landlord from time to
         time, the Tenant shall disclose to the Landlord such information as the
         Landlord may reasonably require and, whenever the Landlord shall
         reasonably request, the Tenant shall supply full particulars of all
         occupations and derivative interests in the Premises, however remote or
         inferior.

35.      INDEMNITY

         The Tenant shall keep the Landlord fully indemnified from and against
         all actions, proceedings, claims, demands, losses, costs, expenses,
         damages and liability arising in any way directly or indirectly out
         of:-


<PAGE>   54
         35.1     any act, omission, neglect or default of the Tenant or any
                  persons in the Premises expressly or impliedly with the
                  Tenant's authority; or

         35.2     any breach of any covenant by the Tenant contained in this
                  Lease.

36.      REPRESENTATIONS

         The Tenant acknowledges that this Lease has not been entered into in
         reliance, wholly or partly, on any statement or representation made by,
         or on behalf of, the Landlord, except any such statement or
         representation that is expressly set out in this Lease or in written
         replies to enquiries sent by the Landlord's Solicitors to the Tenant's
         Solicitors prior to the date of this Lease.

37.      EFFECT OF WAIVER

         Each covenant by the Tenant shall remain in full force even though the
         Landlord may have waived or released it temporarily or waived or
         released (temporarily or permanently, revocably or irrevocably) a
         similar covenant affecting other property belonging to the Landlord

38.      NOTICES

38.1     NOTICES TO TENANT OR GUARANTOR

         Any demand or notice required to be made, given to, or served on, the
         Tenant or the Guarantor (if any) under this Lease shall be duly and
         validly made, given or served if addressed to the Tenant or the
         Guarantor respectively (and, if there shall be more than one of them,
         then any one of them) and delivered personally, or sent by pre-paid
         registered or recorded delivery mail, in the case of a company to its
         registered office, or (whether a company or individual) its last known
         address Provided that Seagate Technology Inc. hereby irrevocably
         appoints Seagate Software Limited as its agent for the purposes of
         service of any notices under the terms of this Lease to the intent that
         any notice to be served upon Seagate Technology Inc. shall be validly
         served if served in accordance with the terms of this Lease upon
         Seagate Technology Inc. care of Seagate Software Limited Provided
         always that copies of all such notices in contemplation of or in
         connection with any proceedings under this Lease shall also be served
         by pre-paid post or by fax on Seagate Technology Inc. at its registered
         office.

38.2     NOTICES TO LANDLORD

         Any notice required to be given to, or served on, the Landlord shall be
         duly and validly given or served if sent by pre-paid registered or
         recorded delivery mail, addressed to the Landlord at its registered
         office.


<PAGE>   55
39.      EXCLUSION OF STATUTORY COMPENSATION

         Except where any statute prohibits or modifies the right of the Tenant
         to compensation being reduced or excluded by agreement, neither the
         Tenant nor any undertenant (whether immediate or not) shall be
         entitled, on quitting the Premises or any part of them, to claim any
         compensation from the Landlord under the Landlord and Tenant Act 1954.

40.      GUARANTOR'S COVENANTS

         In consideration of this Lease having been granted at its request, the
         Guarantor covenants in the terms contained in Schedule 3.

41.      NEW TENANCY

         This Lease constitutes a new tenancy for the purposes of the Landlord
         and Tenant (Covenants) Act 1995.

42.      INVALIDITY OF CERTAIN PROVISIONS

         If any term of this Lease or the application thereof to any person or
         circumstances shall to any extent be invalid or unenforceable the same
         shall be severable and the remainder of this Lease or the application
         of such term to persons or circumstances other than those as to which
         it is held invalid or unenforceable shall not be affected thereby and
         each term and provision of this Lease shall be valid and be enforced to
         the fullest extent permitted by law.

43.      GOVERNING LAW AND JURISDICTION

43.1     GOVERNING LAW

         This Lease is governed by and shall be construed in accordance with
         English Law.

43.2     JURISDICTION

         The courts of England shall have exclusive jurisdiction to hear and
         determine any suit, action or proceedings, and to settle any disputes,
         which may arise out of or in connection with this Lease and, for such
         purposes, each party irrevocably submits to the jurisdiction of the
         courts of England.

43.3     WAIVER OF OBJECTION TO LEX FORI

         Each party irrevocably waives any objection which it might at any time
         have to the courts of England being nominated as the forum to hear and
         determine any proceedings and to settle any disputes which may arise
         out of or in connection with this Lease and agrees not to claim that
         the courts of England are not a convenient or appropriate forum.


<PAGE>   56
44.      It is hereby certified that there is no Agreement for Lease to which
         this Lease gives effect.

IN WITNESS whereof this Deed has been executed by the parties and is intended to
be and is hereby delivered on the date first written above.


<PAGE>   57
                                   SCHEDULE 1
                           EXCEPTIONS AND RESERVATIONS

          The exceptions and reservations referred to in the documents contained
          or referred to in the entries on the Registers of Title Number
          BK321654


<PAGE>   58
                                   SCHEDULE 2
                                USE RESTRICTIONS

1.       DANGEROUS MATERIALS AND USE OF MACHINERY

         The Tenant shall not:-

         1.1     keep in the Premises any article or thing which is or may
                 become unusually combustible, dangerous, explosive,
                 inflammable, offensive or radio-active, or which might increase
                 the risk of fire or explosion other than reasonable quantities
                 of oil required for the operation of any boiler, plant,
                 machinery, equipment and apparatus which shall be stored in
                 accordance with the requirements of any statute affecting the
                 Premises and of any insurer of them;

         1.2      keep or operate in the Premises any machinery which is unduly
                  noisy or causes vibration, or which is likely to annoy or
                  disturb any other tenant or occupier of any adjoining
                  property.

2.       OVERLOADING FLOORS AND SERVICES

         The Tenant shall not:-

         2.1      overload the floors of the Premises nor suspend any excessive
                  weight from any ceiling, roof, stanchion, structure or wall
                  nor overload any Utility in or serving them;

         2.2      do anything which may subject the Premises to any strain
                  beyond that which they are designed to bear (with due margin
                  for safety), and shall pay to the Landlord, on written demand,
                  any expense reasonably incurred by the Landlord in obtaining
                  the opinion of a qualified structural engineer as to whether
                  the structure of the Premises is being, or is about to be,
                  overloaded;

         2.3      exceed the weight limits prescribed for any lift in the
                  Premises.

3.       DISCHARGES INTO CONDUITS

         The Tenant shall not discharge into any Conduit any oil or grease or
         any noxious or deleterious effluent or substance which may cause an
         obstruction or might be or become a source of danger, or which might
         damage any Conduit or the drainage system of the Premises.


<PAGE>   59
4.       DISPOSAL OF REFUSE

         The Tenant shall not deposit in any part of the Premises any refuse,
         rubbish or trade empties of any kind other than in proper receptacles
         and as may be designated by the Landlord, and shall not burn any refuse
         or rubbish on the Premises.

5.       PROHIBITED USES

         The Tenant shall not use the Premises for any public or political
         meeting, or public exhibition or public entertainment, show or
         spectacle; or for any dangerous, noisy, noxious or offensive business,
         occupation or trade; or for any illegal or immoral purpose; or for
         residential or sleeping purposes; or for betting, gambling, gaming or
         wagering; or as a betting office; or as a club; or for the sale of any
         beer, wines or spirits; or for any auction.

6.       NUISANCE

         The Tenant shall not:-

         6.1      do anything in the Premises which may be or become a nuisance,
                  or which may cause annoyance, damage, disturbance or
                  inconvenience to, the Landlord or any owner or occupier of any
                  adjoining property, or which may be injurious to the amenity,
                  character, tone or value of the Premises;

         6.2      play any musical instrument, or use any loudspeaker, radio,
                  tape recorder, record or compact disc player or similar
                  apparatus in such a manner as to be audible outside the
                  Premises;

         6.3      place any goods on any open area of the Premises or expose
                  from any window of the Premises any articles, goods or things
                  of any kind.

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


<PAGE>   60
                                   SCHEDULE 3
                             COVENANTS BY GUARANTOR

1.       COVENANT AND INDEMNITY BY GUARANTOR

         The Guarantor:-

         1.1      covenants with the Landlord, as a primary obligation, that the
                  Present Tenant or the Guarantor shall, at all times during the
                  Term (including any continuation or renewal of this Lease),
                  duly perform and observe all the covenants on the part of the
                  Tenant contained in this Lease, including the payment of the
                  Rents and all other sums payable under this Lease in the
                  manner and at the times specified in this Lease;

         1.2      indemnifies, as a primary obligation, the Landlord against all
                  claims, demands, losses, damages, liability, costs, fees and
                  expenses whatsoever sustained by the Landlord by reason of or
                  arising in any way directly or indirectly out of any default
                  by the Present Tenant in the performance and observance of any
                  of its obligations or the payment of any rent and other sums;
                  and

         1.3      indemnifies, as a primary obligation, the Landlord against any
                  loss sustained by the Landlord as a result of any of the
                  obligations of the Present Tenant contained in this Lease
                  being or becoming void, voidable, unenforceable or ineffective
                  for any reason whatsoever and whether or not known to the
                  Landlord, the amount of such loss being the amount which the
                  Landlord would otherwise have been able to recover from the
                  Present Tenant.

2.       GUARANTOR'S LIABILITY

         The Guarantor further covenants with the Landlord, as a primary
         obligation, that the Guarantor shall be liable (whether before or after
         any disclaimer by a liquidator or trustee in bankruptcy) for the
         fulfilment of all the obligations of the Present Tenant under this
         Lease and agrees that the Landlord, in the enforcement of its rights
         under this Lease, may proceed against the Guarantor as if the Guarantor
         was named as the Tenant in this Lease.

3.       WAIVER BY GUARANTOR

         The Guarantor waives any right to require the Landlord to proceed
         against the Present Tenant or to pursue any other remedy whatsoever
         which may be available to the Landlord before proceeding against the
         Guarantor.


<PAGE>   61
4.       POSTPONEMENT OF CLAIMS BY GUARANTOR AGAINST TENANT

         The Guarantor further covenants with the Landlord that the Guarantor
         shall:-

         4.1      not claim in any liquidation, bankruptcy, composition or
                  arrangement of the Present Tenant in competition with the
                  Landlord and shall remit to the Landlord the proceeds of all
                  judgments and all distributions it may receive from any
                  liquidator, trustee in bankruptcy or supervisor of the Present
                  Tenant;

         4.2      hold for the benefit of the Landlord all security and rights
                  the Guarantor may have over assets of the Present Tenant
                  whilst any liabilities of the Present Tenant or the Guarantor
                  to the Landlord remain outstanding; and

         4.3     not exercise any right or remedy in respect of any amount paid
                 or any liability incurred by the Guarantor in performing or
                 discharging its obligations contained in this Schedule, or
                 claim any contribution from any other guarantor.

5.       POSTPONEMENT OF PARTICIPATION BY GUARANTOR IN SECURITY

         The Guarantor shall not be entitled to participate in any security held
         by the Landlord in respect of the Tenant's obligations to the Landlord
         under this Lease or to stand in the place of the Landlord in respect of
         any such security until all the obligations of the Present Tenant or
         the Guarantor to the Landlord under this Lease have been performed or
         discharged.

6.       NO RELEASE OF GUARANTOR

         None of the following, or any combination of them, shall release,
         determine, discharge or in any way lessen or affect the liability of
         the Guarantor as principal obligor under this Lease or otherwise
         prejudice or affect the right of the Landlord to recover from the
         Guarantor to the full extent of this guarantee:-

         6.1     any neglect, delay or forbearance of the Landlord in
                 endeavouring to obtain payment of the Rents or the amounts
                 required to be paid by the Tenant or in enforcing the
                 performance or observance of any of the obligations of the
                 Tenant under this Lease;

         6.2     any refusal by the Landlord to accept rent tendered by or on
                 behalf of the Tenant at a time when the Landlord was entitled
                 (or would after the service of a notice under Section 146 of
                 the Law of Property Act 1925 have been entitled) to re-enter
                 the Premises;


<PAGE>   62
         6.3     any extension of time given by the Landlord to the Tenant;

         6.4     any variation of the terms of this Lease (including any reviews
                 of the rent payable under this Lease) or the transfer of the
                 Landlord's reversion or the assignment of this Lease;

         6.5     any change in the constitution, structure or powers of either
                 the Tenant, the Guarantor or the Landlord or the liquidation,
                 administration or bankruptcy (as the case may be) of either the
                 Tenant or the Guarantor;

         6.6     any legal limitation, or any immunity, disability or incapacity
                 of the Tenant (whether or not known to the Landlord) or the
                 fact that any dealings with the Landlord by the Tenant may be
                 outside, or in excess of, the powers of the Tenant;

         6.7     any other act, omission, matter or thing whatsoever as a result
                 of which, but for this provision, the Guarantor would be
                 exonerated either wholly or partly (other than a release
                 executed and delivered as a deed by the Landlord).

7.       DISCLAIMER OR FORFEITURE OF LEASE

         The Guarantor further covenants with the Landlord that:-

         7.1     if a liquidator or trustee in bankruptcy shall disclaim or
                 surrender this Lease; or

         7.2     if this Lease shall be forfeited; or

         7.3     if the Present Tenant shall cease to exist

         the Guarantor shall, if the Landlord by notice in writing given to the
         Guarantor within six (6) months after such disclaimer or other event so
         requires, join with the Landlord in applying to the Court for an order
         authorising an agreement excluding the provisions of Sections 24 to 28
         (inclusive) of the Landlord and Tenant Act 1954 (as amended by Section
         5 of the Law of Property Act 1969) in relation to the new lease of the
         Premises hereinafter mentioned and upon the making of such order accept
         from, and execute and deliver to, the Landlord a counterpart of a new
         lease of the Premises for a term commencing on the date of the
         disclaimer or other event and continuing for the residue then remaining
         unexpired of the Term, such new lease to be at the cost of the
         Guarantor and to be at the same Rents and subject to the same covenants
         and provisions as are contained in this Lease.


<PAGE>   63
8.       GUARANTOR TO PAY SUM EQUAL TO RENTS

         If the Landlord shall not require the Guarantor to take a new lease
         pursuant to paragraph 7, the Guarantor shall nevertheless upon demand
         pay to the Landlord a sum equal to the Rents and other sums that would
         have been payable under this Lease but for the disclaimer or other
         event in respect of the period from and including the date of such
         disclaimer or other event until the expiration of six (6) months from
         such date or until the Landlord shall have granted a lease of the
         Premises to a third party (whichever shall occur first).

9.       BENEFIT OF GUARANTEE

         This guarantee shall enure for the benefit of the successors and
         assigns of the Landlord under this Lease without the necessity for any
         assignment.

10.      GUARANTOR TO JOIN IN AUTHORISED GUARANTEE AGREEMENT

         The Guarantor covenants with the Landlord, and as a separate covenant
         with the Present Tenant, that the Guarantor will join in, and execute
         and deliver to the Landlord, any deed which the Present Tenant is
         required to execute and deliver to the Landlord pursuant to clause
         20.3(i), so as to give the covenants on the part of the Guarantor
         contained in that deed.

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


<PAGE>   64
                                   SCHEDULE 4
              AUTHORISED GUARANTEE AGREEMENT TO BE GIVEN BY TENANT
                           PURSUANT TO CLAUSE 20.3(i)

T H I S   D E E D  is made the             day of                    19

B E T W E E N:-

(1)      [       ] whose registered office is at [       ] (registered number:
         ) (the "PRESENT TENANT") [and]

(2)      [       ] whose registered office is at [       ] (registered number:
         ) (the "LANDLORD") [and]

[(3)     [       ] whose registered office is at [       ] (registered number:
         ) (the "GUARANTOR")]]

W H E R E A S:-

(A)      This Agreement is made pursuant to the lease dated [       ] and made
         between [       ] (the "LEASE") which expression shall include (where
         the context so admits) all deeds and documents supplemental to it
         (whether expressed to be so or not) relating to the premises at
         [       ] (the "PREMISES").

(B)      The Present Tenant holds the Premises under the Lease and wishes to
         assign the Lease to [       ] (the "ASSIGNEE"), and pursuant to the
         Lease the Landlord's consent is required to such assignment (the
         "ASSIGNMENT") and such consent is given subject to a condition that the
         Present Tenant to enter into a deed in the form of this Deed.

NOW THIS DEED WITNESSES as follows:-

1.       AUTHORISED GUARANTEE

         Pursuant to the condition referred to above, the Present Tenant
         covenants with the Landlord, as a primary obligation, that the Assignee
         or the Present Tenant shall, at all times during the period (the
         "GUARANTEE PERIOD") from the completion of the Assignment until the
         Assignee 


<PAGE>   65
         shall have ceased to be bound by the TENANT COVENANTS (which in this
         Deed shall have the meaning attributed by section 28(1) of the Landlord
         and Tenant (Covenants) Act 1995 (the "1995 ACT")) contained in the
         Lease (including the payment of the rents and all other sums payable
         under the Lease in the manner and at the times specified in the Lease),
         duly perform and observe the tenant covenants.

2.       PRESENT TENANT'S LIABILITY

2.1      The Present Tenant agrees that the Landlord, in the enforcement of its
         rights under this Deed, may proceed against the Present Tenant as if
         the Present Tenant were the sole or principal debtor in respect of the
         tenant covenant in question.

2.2      For the avoidance of doubt, notwithstanding the termination of the
         Guarantee Period the Present Tenant shall remain liable under this Deed
         in respect of any liabilities which may have accrued prior to such
         termination.

2.3      For the avoidance of doubt the Present Tenant shall be liable under
         this Deed for any costs and expenses incurred by the Landlord in
         enforcing the Present Tenant's obligations under this Deed.

3.       DISCLAIMER OF LEASE

         The Present Tenant further covenants with the Landlord that if the
         Crown or a liquidator or trustee in bankruptcy shall disclaim the Lease
         during the Guarantee Period the Present Tenant shall, if the Landlord
         by notice in writing given to the Present Tenant within six (6) months
         after such disclaimer, accept from, and execute and deliver to, the
         Landlord a counterpart of a new lease of the Premises for a term
         commencing on the date of the disclaimer and continuing for the residue
         then remaining unexpired of the term of the Lease, such new lease to be
         at the same rents and subject to the same covenants and provisions as
         are contained in the Lease.


<PAGE>   66
4.       SUPPLEMENTARY PROVISIONS

         By way of provision incidental or supplementary to clauses 1, 2 and 3
         of this Deed:-

4.1      POSTPONEMENT OF CLAIMS BY PRESENT TENANT

         The Present Tenant further covenants with the Landlord that the Present
         Tenant shall:-

         4.1.1    not claim in any liquidation, bankruptcy, composition or
                  arrangement of the Assignee in competition with the Landlord
                  and shall remit to the Landlord the proceeds of all judgments
                  and all distributions it may receive from any liquidator,
                  trustee in bankruptcy or supervisor of the Assignee;

         4.1.2    hold for the benefit of the Landlord all security and rights
                  the Present Tenant may have over assets of the Assignee whilst
                  any liabilities of the Present Tenant or the Assignee to the
                  Landlord remain outstanding; and

         4.1.3    not exercise any right or remedy in respect of any amount paid
                  or any liability incurred by the Present Tenant in performing
                  or discharging its obligations contained in this Deed, or
                  claim any contribution from any other guarantor.

4.2      POSTPONEMENT OF PARTICIPATION BY PRESENT TENANT IN SECURITY

         The Present Tenant shall not be entitled to participate in any security
         held by the Landlord in respect of the Assignee's obligations to the
         Landlord under the Lease or to stand in the place of the Landlord in
         respect of any such security until all the obligations of the Present
         Tenant or the Assignee to the Landlord under the Lease have been
         performed or discharged.

4.3      NO RELEASE OF PRESENT TENANT

         None of the following, or any combination of them, shall release,
         determine, discharge or in any way lessen or affect the liability of
         the Present Tenant as principal obligor under this Deed or otherwise
         prejudice or affect the right of the Landlord to recover from the
         Present Tenant to the full extent of this guarantee:-

         4.3.1    any neglect, delay or forbearance of the Landlord in
                  endeavouring to obtain payment of any rents or other amounts
                  required to be paid by the Assignee or in enforcing the
                  performance or observance of any of the obligations of the
                  Assignee under the Lease;

         4.3.2    any refusal by the Landlord to accept rent tendered by or on
                  behalf of the Assignee 


<PAGE>   67
                  at a time when the Landlord was entitled (or would after the
                  service of a notice under Section 146 of the Law of Property
                  Act 1925 have been entitled) to re-enter the Premises;

         4.3.3    any extension of time given by the Landlord to the Assignee;

         4.3.4    any reviews of the rent payable under the Lease and (subject
                  to Section 18 of the 1995 Act) any variation of the terms of
                  the Lease or the transfer of the Landlord's reversion;

         4.3.5    any change in the constitution, structure or powers of either
                  the Present Tenant, the Assignee or the Landlord or the
                  liquidation, administration or bankruptcy (as the case may be)
                  of either the Present Tenant or the Assignee;

         4.3.6    any legal limitation, or any immunity, disability or
                  incapacity of the Assignee (whether or not known to the
                  Landlord) or the fact that any dealings with the Landlord by
                  the Assignee may be outside, or in excess of, the powers of
                  the Assignee;

         4.3.7    any other deed, act, omission, failure, matter or thing
                  whatsoever as a result of which, but for this provision, the
                  Present Tenant would be exonerated either wholly or partly
                  (other than a release executed and delivered as a deed by the
                  Landlord or a release effected by virtue of the 1995 Act).

4.4      COSTS OF NEW LEASE

         The Landlord's reasonable costs in connection with any new lease
         granted pursuant to clause 3 of this Deed shall be borne by the Present
         Tenant and paid to the Landlord (together with Value Added Tax) upon
         completion of such new lease.

4.5      GUARANTOR TO JOIN IN NEW LEASE

         If the Present Tenant shall be required to take up a new lease pursuant
         to clause 3 of this Deed, the Guarantor shall join in, and execute and
         deliver to the Landlord a counterpart of, such new lease in order to
         guarantee the obligations of the Present Tenant under it in the terms
         of Schedule 3 to the Lease.

         I N  W I T N E S S whereof this deed has been executed by the Present
         Tenant and is intended to be and is hereby delivered on the date first
         above written.


<PAGE>   68
                                   SCHEDULE 5
                              DRAFT DEED OF RELEASE

                     DATED                                   199


                     (1) Landlord:



                     (2) Tenant:
                         SEAGATE SOFTWARE LIMITED


                     (3) Guarantor:
                         SEAGATE TECHNOLOGY INC
                         [(or in the circumstances referred to in clause 21.5
                         of the Lease) SEAGATE SOFTWARE INC]

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


                                 DEED OF RELEASE

                                   relating to

                                   Aquis House
                                 Blagrave Street
                                     Reading

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




                            CLIFFORD CHANCE
                            200 Aldersgate Street
                            London EC1A 4JJ

                            Telephone: 0171-600 1000
                            Fax: 0171-600 5555
                            Telex: 887847 LEGIS G

                            Ref: GP/U167/10080/ICSM


<PAGE>   69
                                 DEED OF RELEASE

                                   PARTICULARS
--------------------------------------------------------------------------------

DATE                            :                                           1998
--------------------------------------------------------------------------------

PARTIES

   (1)    Landlord              :



                                       (Company Registration No.           )


   (2)    Tenant                :      SEAGATE SOFTWARE LIMITED whose
                                       registered office is at 100 New
                                       Bridge Street, London, EC4V 6JA


                                       (Company Registration No. 2575013)


   (3)    Guarantor             :      SEAGATE TECHNOLOGY INC of
                                       [                       ]
                                       [(or in the  circumstances referred
                                       to in clause 21.5 of the Lease)
                                       SEAGATE SOFTWARE INC.]
       ------------------------------------------------------------------

   LEASE

          Date                  :                                        1998

          Parties               :      Universities Superannuation Scheme
                                       Limited (1)
                                       Seagate Software Limited (2)
                                       Seagate Technology Inc (3)


          Term:                 :      15 years from 24 June 1998


          Demised Premises      :      Aquis House, Blagrave Street, Reading

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


<PAGE>   70
1.      RELEASE OF OBLIGATIONS

        In accordance with [21.1(a)] [clause 21.1(b)] [clause 21.5(a)] [clause
        21.5(b)] of the Lease referred to in the foregoing Particulars (the
        "Lease") the Landlord and the Guarantor named in the Particulars hereby
        release each other from all of the obligations on their respective parts
        contained in or arising out of the Lease but without prejudice to the
        rights of either the Landlord or the Guarantor in respect of any breach
        of the terms of the Lease prior to the date of this Deed.

IN WITNESS of which this Deed has been executed by the parties hereto, and is
intended to be and is hereby delivered on the date first before written.


<PAGE>   71
                                   SCHEDULE 6
                   DRAFT LICENCE TO ASSIGN AND DEED OF RELEASE

                            DATED                                   1998


                            (1)    Landlord:

                            (2)    Tenant:
                                   SEAGATE SOFTWARE
                                   LIMITED AND
                                   [                     ]

                            (3)    Assignee:
                                   SEAGATE SOFTWARE
                                   LIMITED [AND                ]

                            (4)    Guarantor: SEAGATE TECHNOLOGY INC. [(or in
                                   the circumstances referred to in clause 21.5
                                   of the Lease) SEAGATE SOFTWARE INC.]

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


                                LICENCE TO ASSIGN
                                       AND
                                 DEED OF RELEASE

                                   relating to

                                  Aquis House,
                            Blagrave Street, Reading

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


                              CLIFFORD CHANCE
                              200 Aldersgate Street
                              London EC1A 4JJ

                              Telephone: 0171-600 1000
                              Fax: 0171-600 5555
                              Telex: 887847 LEGIS G
                              Ref:   GP/U167/10080/ICSM


<PAGE>   72
                      LICENCE TO ASSIGN AND DEED OF RELEASE

                                   PARTICULARS

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

DATE                             :                                   1998
--------------------------------------------------------------------------------

PARTIES

   (1)    Landlord               :


                                        (Company Registration No.           )


   (2)    Tenant                 :      SEAGATE SOFTWARE LIMITED
                                        whose registered office is at 100
                                        New Bridge Street, London, EC4V 6JA

                                        (Company Registration No. 2575013)

                                        [and                                ]


   (3)    Assignee               :      SEAGATE SOFTWARE  LIMITED
                                        whose registered office is at 100
                                        New Bridge Street, London, EC4V 6JA

                                        (Company Registration No. 2575013)

[and                            


   (4)    Guarantor              :      SEAGATE TECHNOLOGY INC of
                                        [                       ]
                                        [(or in the circumstances referred
                                        to in clause 21.5 of the Lease)
                                        SEAGATE SOFTWARE INC.]
       -------------------------------------------------------------------

   LEASE

          Date                   :                                        1998

          Parties                :      Universities Superannuation Scheme
                                        Limited (1)
                                        Seagate Software Limited (2)
                                        and Seagate Technology Inc (3)


<PAGE>   73
          Term:                  :      15 years from 24 June 1998


          Demised Premises       :      Aquis House, Blagrave Street, Reading

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


<PAGE>   74
1.       DEFINITIONS

         In this Licence, unless the context otherwise requires:-

         "ASSIGNEE" means the party named as Assignee in the Particulars, and
         includes any successor in title or assign of such party and, in the
         case of an individual, any personal representative of such individual;

         "DEMISED PREMISES" means the premises demised by the Lease and as
         briefly described in the Particulars;

         "GUARANTOR" means the party named as Guarantor in the Particulars;

         "LANDLORD" means the party named as Landlord in the Particulars, and
         includes any person for the time being entitled to such party's
         reversionary interest in the Demised Premises;

         "LEASE" means the Lease the details of which are set out in the
         Particulars, and includes any instrument supplemental thereto;

         "PARTICULARS" means the matters appearing on the preceding page(s)
         headed "Particulars";

         "TENANT" means the party named as Tenant in the Particulars;

         "TERM" means the term of years created by the Lease, and includes the
         period of any holding over or any continuation thereof (whether by
         statute or common law).

2.       INTERPRETATION

2.1      The headings used in this Licence do not affect its construction.

2.2      This Licence is supplemental to the Lease.

2.3      In this Licence, unless the context otherwise requires:-

         (a)      Any covenant by a party comprising more than one person is
                  joint and several; and

         (b)      Any word importing an individual includes a company and vice
                  versa.


<PAGE>   75
2.4      Any covenant by the Assignee shall be construed as being not only with
         the Landlord but also with any superior landlord.

3.       TITLE TO DEMISED PREMISES

3.1      The Landlord is entitled to the immediate reversionary interest in the
         Demised Premises.

3.2      The Tenant is entitled to the Demised Premises for the residue of the
         Term.

4.       CONSENT TO ASSIGNMENT

         The Landlord consents to the assignment by the Tenant to the Assignee
         of the Demised Premises for the residue of the Term.

5.       RESTRICTION ON CONSENT

         The consent granted by this Licence is restricted to the particular
         assignment authorised, and does not authorise any further or other
         variation of the terms of the Lease, which otherwise remains in full
         force and effect.

6.       RELEASE OF OBLIGATIONS

         Subject to Clause 7 of this Licence, and in accordance with clause 21.
         [ ] of the Lease, the Landlord and [Seagate Technology Inc.] [Seagate
         Software Inc.] hereby release each other as from the date on which the
         Lease is assigned to the Assignee from all obligations on their
         respective parts contained in or arising out of the Lease but without
         prejudice to the rights of either party in respect of any breach of the
         terms of the Lease prior to the date on which the Lease is assigned to
         the Assignee.

7.       COMPLETION OF ASSIGNMENT

         If the assignment authorised by this Licence is not completed within
         the period of three months commencing on the date hereof, then, unless
         the Landlord (in the Landlord's absolute discretion) extends such
         period, the consent given by this Licence will become void and clause 6
         of this Licence shall not take effect.

8.       INVALIDITY OF CERTAIN PROVISIONS

         If any term of this Licence or the application thereof to any person or
         circumstances shall to any extent be invalid or unenforceable the same
         shall be severable and the remainder of this Licence or the application
         of such term to persons or circumstances other than those as to which
         it is held invalid or unenforceable shall not be affected thereby and
         each term and provision of this Licence shall be valid and be enforced
         to the fullest extent permitted by law.


<PAGE>   76
         IN WITNESS of which this Licence has been executed by the Landlord, the
         Assignee and the Guarantor, and is intended to be and is hereby
         delivered on the date first before written.


<PAGE>   77
     THE COMMON SEAL of             )
UNIVERSITIES SUPERANNUATION         )
SCHEME LIMITED was affixed          )
in the presence of:-                )



__________________________________  Signature of director

__________________________________  Name of director

__________________________________  Signature of director/secretary

__________________________________  Name of director/secretary


<PAGE>   78
     THE COMMON SEAL of             )
SEAGATE SOFTWARE LIMITED            )
was affixed in the presence of:-    )



/s/ Ellen Chamberlain                       Signature of director

Ellen Chamberlain                           Name of director

/s/ Jeffrey B. Nelson                       Signature of director/secretary

Jeffrey B. Nelson                           Name of director/secretary





     THE COMMON SEAL of           )
SEAGATE TECHNOLOGY INC            )
was affixed in the presence of:-  )



/s/ Ellen Chamberlain                       Signature of director

Ellen Chamberlain                           Name of director

/s/ Jeffrey B. Nelson                       Signature of director/secretary

Jeffrey B. Nelson                           Name of director/secretary