Dated 15th June 2001




                  (1) THE PRUDENTIAL ASSURANCE COMPANY LIMITED


                  (2) FAIR, ISAAC INTERNATIONAL UK CORPORATION



                                      LEASE
                                       of
                  Geneva House, Birmingham International Park
                    Bickenhill Lane, Solihull, West Midlands





                               CMS Cameron McKenna
                                   Mitre House
                              160 Aldersgate Street
                                London EC1A 4DD

                              T +44(0)20 7367 3000
                              F +44(0)20 7367 2000



<Page>


                                      LEASE


DATED 15th June 2001



PARTIES


         1.   Landlord  THE   PRUDENTIAL   ASSURANCE   COMPANY   LIMITED   whose
                        registered  office is at 142 Holborn  Bars,  London EC1N
                        2NH;

         2.   Tenant    FAIR,  ISAAC  INTERNATIONAL  UK  CORPORATION  (a company
                        registered in California  under number  FC016585)  whose
                        registered office is at 2nd Floor Concorde House Trinity
                        Park Birmingham West Midlands B37 7EC;



OPERATIVE PROVISIONS


1. Definitions and interpretation

1.1 Unless the contrary intention appears, the following definitions apply:



              Common Parts            the  parts of the  Estate  comprising  the
                                      Main  Estate Road (to the extent that they
                                      have not been adopted as  maintainable  at
                                      the  public   expense),   balancing  lake,
                                      landscaped areas (including the Structural
                                      Landscaping)    which    are    not    the
                                      responsibility  of an individual  owner or
                                      occupier  of  part of the  Estate  and all
                                      other  areas  ways  and  amenities  in the
                                      Estate   (including   the  Service  Media)
                                      provided or  designated  from time to time
                                      by the Landlord or


                                      the Management  Company for common use and
                                      enjoyment  by the owners and  occupiers of
                                      the  Estate,  and each and  every  part of
                                      them;




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<PAGE>




              Conducting Media        drains, sewers, conduits,  flues, gutters,
                                      gullies,    channels,    ducts,    shafts,
                                      watercourses,  pipes,  cables,  wires  and
                                      mains;

              Development             The land and  buildings now or at any time
                                      during the Term erected  thereon shown for
                                      the purposes of identification  only edged
                                      blue on Plan 1 and each and every  part of
                                      it, being part of the Estate;

              Development Road        the  road  and   footpaths   serving   the
                                      Development, shown edged brown on Plan 1;

              Encumbrances            the restrictions, stipulations, covenants,
                                      rights, reservations, provisions and other
                                      matters contained,  imposed by or referred
                                      to in the Property  and Charges  Registers
                                      of H M Land Registry Title Number WM719791
                                      so far as they relate to the  Premises and
                                      in  the  documents  brief  particulars  of
                                      which are set out in schedule 1 part 4;

              Estate                  Birmingham International Park, Bickenhill,
                                      Elmdon,  Solihull, West Midlands shown for
                                      the purpose of identification edged red on
                                      Plan 2 and each and every part of it;

              Insured Risks           has the meaning given to it in schedule 3;

              Interest                interest  at the  rate of 4% over the base
                                      rate of  Barclays  Bank Plc  from  time to
                                      time (as well  after as before  judgment),
                                      or  such  other  comparable  rate  as  the
                                      Landlord  may   reasonably   and  properly
                                      designate  if the base  rate  ceases to be
                                      published




                                      -2-
<PAGE>



              Landlord                includes  all  persons  from  time to time
                                      entitled  to the  immediate  reversion  to
                                      this Lease;

              Lease                   includes  any  documents  supplemental  to
                                      this Lease;

              Main Estate Road        the road and footpaths  serving the Estate
                                      and shown edged brown on Plan 2, now known
                                      as Starley Way;

              Management Company      BIP  Management  Limited  (Company  Number
                                      2923457)  whose  registered  office  is at
                                      Portland House, Stag Place,  London,  SW1E
                                      5DS or other management  company from time
                                      to time providing the Services;

              Outgoings               (in  relation  to the  Premises)  all non-
                                      domestic  rates,   (including   rates  for
                                      unoccupied  property),  water rates, water
                                      charges and all existing and future rates,
                                      taxes, charges,  assessments,  impositions
                                      and    outgoings    whatsoever    (whether
                                      parliamentary  or local)  which are now or
                                      may at any  time be  payable,  charged  or
                                      assessed  on  property,  or the  owner  or
                                      occupier of property,  but "taxes" in this
                                      context does not include  value added tax,
                                      nor any taxes  imposed on the  Landlord in
                                      respect of the  yearly  rent  reserved  by
                                      this Lease, or in respect of a disposal of
                                      the  interest in  immediate  reversion  to
                                      this Lease;

              Perpetuity Period 80    years  calculated  from  the  date of this
                                      Lease;

              Plan 1                  the plan  marked  "Plan 1" annexed to this
                                      Lease;

              Plan 2                  the plan  marked  "Plan 2" annexed to this
                                      Lease;



                                      -3-
<PAGE>


              Planning Acts           "the consolidating Acts" as defined in the
                                      Planning  (Consequential  Provisions)  Act
                                      1990 and any other legislation relating to
                                      town and  country  planning  in force from
                                      time to time;

              Premises                the property  described in schedule 1 part
                                      1 and each part of the Premises;

              Retained Land           the property  comprised in titles  WM6947,
                                      WM365919 and WM518832

              Service Media           the pipes, ducts, wires, cisterns,  tanks,
                                      cables,     meters,     sewers,    drains,
                                      watercourses,  mains,  gutters  and  other
                                      media  which  are in on over or under  the
                                      Estate  or which  provide  or  remove  the
                                      Utilities from to or through the Estate at
                                      any time during the Perpetuity Period;

              Structural Landscaping  the landscape mound and the other areas of
                                      landscaping  within the Estate shown edged
                                      green  on  Plan 2 and the  balancing  lake
                                      shown on Plan 2 as varied  in  extent  and
                                      location from time to time by the Landlord
                                      and/or the Management Company;

              Tenant                  includes the Tenant's  successors in title
                                      and assigns in whom this Lease may for the
                                      time being be vested;

              Term                    the term of years  granted by this  Lease;
                                      and

              Unsecured Underletting  an underletting of part of the Premises in
                                      relation to which the  underlessor and the
                                      underlessee  have  agreed to  exclude  the
                                      provisions  of  sections  24 to 28 of  the
                                      Landlord  and  Tenant  Act 1954 and  their
                                      agreement   to  do  so   has   been   duly
                                      authorised beforehand by the court.



                                      -4-
<PAGE>



              Utilities               water, soil,  surface water,  electricity,
                                      gas,  oil,  telephone;  power,  fire alarm
                                      systems,   telecommunications   or   other
                                      services;



1.2      Any  obligation  on a party  to this  Lease to do any act  includes  an
         obligation to procure that it is done.

1.3      includes  the  obligation  on the  Tenant  not to  permit  or allow the
         infringement of the restriction by any person.

1.4      References  to liability  include,  where the context  allows,  claims,
         demands, proceedings, damages, losses, costs and expenses.

1.5      The  clause  and  paragraph  headings  in this  Lease  are for  ease of
         reference only and are not to be taken into account in the construction
         or interpretation of any provision to which they refer.

1.6      Unless the contrary intention appears, references:

1.6.1    to numbered clauses and schedules are references to the relevant clause
         in, or schedule to, this Lease; and

1.6.2    to a numbered  paragraph in any schedule are references to the relevant
         paragraph in that schedule.

1.7      Words in this Lease  denoting the singular  include the plural  meaning
         and vice versa.

1.8      References  in this  Lease to any  statutes  or  statutory  instruments
         include any statute or statutory instrument amending,  consolidating or
         replacing them  respectively from time to time in force, and references
         to  a  statute  include  statutory  instruments  and  regulations  made
         pursuant to it.

1.9      Words in this Lease  importing one gender  include both other  genders,
         and may be used  interchangeably,  and words denoting  natural persons,
         where the context allows, include corporations and vice versa.

1.10     For the purposes of this Lease,  two  companies are members of the same
         group if one is the subsidiary of the other,  or both are  subsidiaries
         of a third  company,  "subsidiary"  having the  meaning  given to it in
         section 736 of the Companies Act 1985.

1.11     At any time that the parties of the second or third parts to this Lease
         are two or more persons, the expression "the Tenant" or "the Guarantor"
         includes the plural number,  and obligations in this tease expressed or
         implied  to be made with or by the  Tenant or the  Guarantor  are to be
         treated as made with or by such individuals jointly and severally.


                                      -5-
<PAGE>


2.       The letting terms

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

2.1      the Landlord lets to the Tenant.

2.1.2    all the Premises;

21.2     together with the rights set out in schedule 1 part 2; and

2.1.3    except  and  reserved  to the  Landlord  and its  employees  agents and
         contractors  and the  owners  and  occupiers  from  time to time of the
         Estate and the Retained Land the rights set out in schedule 1 part 3;

2.2      for the term of 15 years commencing on 15th June 2001  (determinable as
         provided by this Lease) subject to the Encumbrances;

2.3      the Tenant paying during the Term.

2.3.1    the yearly rent of FOUR HUNDRED AND SIXTY SIX THOUSAND FIVE HUNDRED AND
         THIRTY  SEVEN  POUNDS  FIFTY PENCE  (#466,537.50)  (subject to revision
         under schedule 2) by equal  quarterly  payments in advance on the usual
         quarter days in every year, the first (or a proportionate part) of such
         payments  in respect of the  period  commencing  on 14th March 2002 and
         ending on the following quarter day to be made on 16th March 2002;

2.3.2    as additional rent

         2.3.2.1      The monies  payable by the Tenant under  schedules 3 and 4
                      commencing on 15th June 2001;

         2.3.2.2      Interest  payable  by the  Tenant  under the terms of this
                      Lease; and

         2.3.2.3      such value added tax as may be  chargeable on the rent and
                      the other additional rents reserved by this Lease.

3.       Tenant's covenants

         The Tenant covenants with the Landlord during the Term as follows:

3.1      Rent

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

3.1.2    To pay the additional  rents reserved by this Lease at the times and in
         the manner specified.

3.2      Interest


                                      -6-
<PAGE>


         To pay  Interest  on so much of the rents,  reviewed  rents,  and other
         monies payable under this Lease as remain unpaid due from the date that
         they became due until the payment is made to the Landlord.

3.3      Outgoings and Contributions

3.3.1    To pay Outgoings.

3.3.2    To refund to the Landlord on demand  (where  Outgoings  relate to other
         property   including  the  Premises)  a  fair  and  proper   proportion
         attributable  to  the  Premises,  such  proportion  to be  conclusively
         determined by the Landlord or the Landlord's surveyor.

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

3.3.4    To pay for  all  gas and  electricity  consumed  on the  Premises,  all
         charges for meters, and all standing charges.

3.4      Repair

         To keep the Premises in good and substantial  repair, maintained and in
         clean  condition  (except  in  respect  of damage by  Insured  Risks as
         allowed in schedule 3).

3.5      Decorations

3.5.1    To decorate  the inside of the  Premises in the year 2006 and from then
         in every subsequent fifth year of the Term and in the last three months
         of the Term (however it may  terminate)  with two coats of good quality
         paint or good quality  polish,  and with paper for those parts normally
         papered,  or other suitable and appropriate  materials of good quality,
         in a workmanlike  manner (the  decorations  in the last three months of
         the Term to be executed in such colours,  patterns and materials as the
         Landlord may reasonably and properly require).

3.5.2    To decorate the exterior of the Premises in the year 2006 and from then
         in every  subsequent  fifth year of the Term and also in the last three
         months of the Term (however it may terminate)  with three coats of good
         quality paint or polish, or other suitable material of good quality, in
         a proper and workmanlike manner.

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

3.6      Landlord's right of inspection and right of repair



                                      -7-
<PAGE>



3.6.1    To permit the  Landlord and its  employees or agents at all  reasonable
         and proper times upon not less than five  working  days written  notice
         (except in the case of  emergency)  to enter the  Premises  and examine
         their condition and also to take a schedule of fixtures and fittings in
         the Premises.

3.6.2    If any breach of covenant, defects, disrepair,  removal of fixtures and
         fittings  or  unauthorised   alterations  or  additions  are  found  on
         inspection for which the Tenant is liable, then, on written notice from
         the Landlord,  to execute to the reasonable and proper  satisfaction of
         the  Landlord or its  surveyor  all  repairs,  works,  replacements  or
         removals  required  within two months  (or sooner if  necessary)  after
         receipt of notice.

3.6.3    If the Tenant  fails to  commence  the works and  comply  with a notice
         under clause 3.62,  the  Landlord  may itself or by its  workpeople  or
         agents enter the Premises and execute the repairs, works,  replacements
         or removals.

3.6.4    To pay to the  Landlord on demand all  reasonable  and proper  expenses
         incurred  under clause 3.6.3 (the  expenses and any Interest on them to
         be recoverable as rent in arrear).

3.7      Yield up in repair at the end of the Term

         At the  termination of this Lease or at such later time as the Landlord
         recovers possession of the Premises from the Tenant.

3.7.1    quietly to yield up the Premises  (with all additions and  improvements
         to the Premises and all fixtures in the  Premises,  other than tenant's
         fixtures  and  fittings  which the  Tenant may be  entitled  to remove)
         repaired,  maintained,  cleaned,  decorated and kept in accordance with
         the Tenant's  covenants  in this Lease  (except in respect of damage by
         Insured Risks as allowed in schedule 3);

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

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

3.8      Landlord's right of entry for repairs, etc

3.8.1    To permit the  Landlord or other  owners,  tenants or  occupiers of any
         adjoining or neighbouring property and their respective agents, workmen
         and  employees to enter the Premises at  reasonable  and proper  times,
         after  giving to the Tenant  not less than five  working  days  written
         notice  (except in an  emergency  or where a third party has a right to
         enter without giving such notice):

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


                                      -8-
<PAGE>



         3.8.1.2      to  alter,   maintain  or  repair  anything  serving  such
                      property on the  Development and running through or on the
                      Premises provided that the Landlord shall not be permitted
                      to construct any such thing under the building  erected on
                      the Premises; or

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

         3.8.1.4      in exercise of a right or to comply with an  obligation of
                      repair, maintenance or renewal under this Lease; or

         3.8.1.5      in  connection  with the  development  of any adjoining or
                      neighbouring land or premises, owned by the Landlord;

         without   payment  of   compensation   for  any  nuisance,   annoyance,
         inconvenience,  damage or loss  caused to the  Tenant,  subject  to the
         Landlord (or other  person  entering)  exercising  the right as soon as
         reasonably  practicable  in a reasonable  and proper  manner and making
         good any  damage  caused to the  Premises  without  unreasonable  delay
         Provided   Always  that  the  rights  granted  by  this  clause  cannot
         reasonably be exercised without the need for access to the Premises.

3.9      Alterations

3.9.1    Not to annex the Premises to other  premises nor to make any structural
         additions  thereto of any kind  whatsoever  nor to build any additional
         structure  nor to impair the  support  or  shelter of any  neighbouring
         property  nor to alter the  height of the  Premises  nor to cut main or
         remove any of the  principal or  load-bearing  or curtain  walls or the
         floor or ceiling  slabs in such a manner as will affect the  structural
         integrity of the Premises nor to alter any  Conducting  Media in common
         use or  exclusively  serving  other  premises nor to alter the external
         appearance  of  the  Premises  nor  to  make  any  external  structural
         alterations to the Premises.

3.9.2    Not  without  the  consent  of the  Landlord  (not  to be  unreasonably
         withheld or delayed) to make any other  alterations or additions to the
         Premises  or  the  plant  and  machinery  therein  (but  the  erection,
         alteration   or  removal  by  the   Tenant  of   internal   demountable
         partitioning,  and consequential adjustments of ducting, ceiling tiles,
         light  fittings and wiring,  is authorised  without such consent if the
         plans of the  partitions  (or details of the  alteration  or removal of
         partitioning)  are deposited  with the Landlord  within 7 days prior to
         commencement of the Works).

3.9.3    On the  termination  of this Lease,  to  reinstate  the Premises to the
         condition  in  which  they  were in at the  grant of this  Lease,  such
         reinstatement  to be  carried  out  under  the  supervision  and to the
         reasonable satisfaction of the Landlord or the Landlord's surveyor.

3.9.4    To procure that any alterations or additions to the Premises  permitted
         by the  Landlord  under  clause  3.9.2 be  carried  out by a  reputable
         contractor.

3.10     Alienation



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3.10.1   Not to assign or charge part only of the Premises.

         3.10.2.1     Not to assign or charge the whole of the Premises  without
                      the consent of the Landlord but,  subject to the operation
                      of the following  provisions of this clause  3.10.2,  such
                      consent is not to be unreasonably withheld.

         3.10.2.2     For the  purposes of  sub-section  19(1)(A)  Landlord  and
                      Tenant Act 1927 (as  amended) and in addition to any other
                      condition or requirement which the Landlord may reasonably
                      impose or any objection  which the Landlord may reasonably
                      make  the   Landlord   may  withhold  its  consent  to  an
                      assignment  of the  Premises  in any  one or  more  of the
                      following circumstances:

                      (a)     where the  proposed  assignee  is a Group  Company
                              except  where  that  Group  Company is of equal or
                              greater financial standing than the Tenant;

                      (b)     where in the  reasonable  opinion of the  Landlord
                              the  proposed   assignee  is  not  of   sufficient
                              financial standing to enable it to comply with the
                              Tenant's covenants in this Lease;

                      (c)     where the proposed  assignee enjoys  diplomatic or
                              state  immunity  but this  circumstance  shall not
                              apply   where  the   proposed   assignee   is  the
                              Government of the United Kingdom or any department
                              therof;

                      (d)     where in the  reasonable  opinion of the  Landlord
                              the  value  of  the  Landlord's  interest  in  the
                              Premises   would  he   diminished   or   otherwise
                              adversely  affected by the proposed  assignment on
                              the  assumption  (whether  or not a fact) that the
                              Landlord  wished  to sell  its  reversion  the day
                              following  completion  of the  assignment  of this
                              Lease to the proposed assignee.

         3.10.2.3     For the  purposes of  sub-section  19(1)(A)  Landlord  and
                      Tenant Act 1927 (as  amended) and in addition to any other
                      condition or requirement which the Landlord may reasonably
                      impose,  the consent of the Landlord to an  assignment  of
                      the Premises may be granted  subject to any one or more of
                      the following conditions:

                      (a)     the  delivery by the Tenant to the  Landlord of an
                              authorised   guarantee   agreement  the  operative
                              provisions  of which are in the form  required  in
                              Schedule 5 Part 2;

                      (b)     the payment to the Landlord of all rents  referred
                              to in clause 2 which  have  fallen  due under this
                              Lease  or any  other  deed  supplemental  to or in
                              pursuance  of this Lease  prior to the date of the
                              proposed assignment;

                      (c)     the  remedying  of  any  subsisting   material  or
                              persistent  breach  of any  Tenant's  covenant  or
                              condition   in  this   Lease  or  any  other  deed
                              supplemental to or in pursuance of this Lease;


                                      -10-
<PAGE>



                      (d)     where the  Landlord  reasonably  so  requires  the
                              delivery to the  Landlord  of a deed of  guarantee
                              entered into by one or more third party guarantors
                              reasonably  acceptable to the Landlord in the form
                              contained in Schedule 5 Part 1 of this Lease;

                      (e)     where the  Landlord  reasonably  so  requires  the
                              delivery to the  Landlord of a rent  deposit  deed
                              entered  into by the  proposed  assignee  (in such
                              reasonable  form as the  Landlord may from time to
                              time reasonably  determine)  together with payment
                              to the  Landlord  by way of cleared  funds of such
                              sum  as  the  Landlord  may  reasonably  determine
                              provided  always  that this  shall not  exceed six
                              months rent);

                      PROVIDED  THAT  the  Landlord  shall  not be  entitled  to
                      require both a guarantee  (as referred to in paragraph (d)
                      above) and a rent deposit (as referred to in paragraph (e)
                      above)

3.10.3   Not to  underlet  the  whole or any part of the  Premises  without  the
         consent of the Landlord (such consent not to be  unreasonably  withheld
         or delayed).

3.lO.4   On the grant of an  underlease,  to obtain  covenants  by deed from the
         underlessee  direct with the  Landlord in such form as the Landlord may
         reasonably require that the underlessee will:

         3.10.4.1     not  assign,  subunderlet  or  charge  part  only  of  the
                      premises underlet;

         3.10.4.2     not part with or share  possession  or  occupation  of the
                      whole  or any  part of the  premises  underlet, nor  grant
                      rights to third  parties  over them  except by a permitted
                      assignment or subunderletting;

         3.10.4.3     not  assign,  or charge or  subunderlet  the whole of the
                      premises  underlet without  obtaining the previous consent
                      of the  Landlord  under this Lease such  consent not to be
                      unreasonably withheld or delayed;

         3.10.4.4     provide for the  inclusion in any  subunderleases  granted
                      out of the  underlease  (whether  immediate or mediate) of
                      covenants  to the same effect as those  contained  in this
                      clause 3.1O.4 and clause 3.10.5 and 3.10.7;

         3.10.4.5     not  subunderlet a part of the Premises (as opposed to the
                      whole) except by way of an Unsecured Underletting.

3.10.5   On the grant of any underlease:

         3.10.5.1     to  include  provisions  for  the  revision  of  the  rent
                      reserved by the underlease in an upward-only  direction to
                      correspond in time and effect with the  provisions for the
                      revision of rent in this Lease;

         3.10.5.2     not to reserve or take a premium or fine;


                                      -11-
<PAGE>


         3.10.5.3     to  reserve a rent  which is the open  market  rent at the
                      time of the grant of the underlease;

         3.10.5.4     to include provisions in the underlease to the same effect
                      as those in clause 3.10.2;

         3.10.5.5     to  include  in  such  underlessee  covenants  as are  not
                      inconsistent  with,  or  impair  the due  performance  and
                      observance of; the covenants of the Tenant in this Lease.

         3.10.5.6     in  the  case  of an  underletting  of  part  only  of the
                      Premises  to  incorporate   provisions  whereby  there  is
                      reserved as rent a fair proportion of the cost of cleaning
                      lighting   repairing   maintaining  and  other  costs  and
                      exercises  incurred  in  relation  to  any  parts  of  the
                      Premises  the use of which is common to the part  underlet
                      and the remainder of the Premises.

3.10.6   Not to underlet or  sub-underlet  the Premises so as to sub-divide them
         into more than two units of occupation on any one floor.

3.10.7   Not  to  underlet  part  only  of  the  Premises  except  by way of and
         Unsecured Underletting.

3.10.8   Not (except by assignment or  underletting  permitted under this clause
         3.10) to:

         3.10.8.1     part with or share  possession  or occupation of the whole
                      or any part of the Premises; or

         3.10.8.2     grant any rights over the Premises to third parties.

3.10.9   The  preceding  provisions  of this  clause  3.10 do not  apply  to any
         parting with  possession  or occupation or the sharing of occupation or
         sub-division  of the  Premises  to or with  any  member  of a group  of
         companies of which the Tenant is itself a member if:

         3.10.9.1     the  interest in the Premises so created is and remains no
                      more than a tenancy at will ; and

         3.10.9.2     the possession,  occupation or subdivision are immediately
                      terminated if the Tenant and the relevant member cease for
                      any reason to be members of the same group of companies.

3.11     Registration of dispositions of this Lease

         Within one month after a disposition of this Lease (a disposition being
         an assignment, charge, transfer, underlease, assignment or surrender of
         any  underlease,  or,  on  any  transmission  by  death  or  otherwise,
         documentary evidence of devolution affecting the Premises):

3.11.1   to produce the document  effecting the disposition  (and in each case a
         certified  copy  for  retention  by the  Landlord)  to  the  Landlord's
         solicitors; and


                                      -12-
<PAGE>


3.11.2   to pay to the solicitors a fee of(pound)50 for the registration.

3.12     Enforcement of underleases

3.12.1   Not  without  the  consent  of the  Landlord  (such  consent  not to be
         unreasonably  withheld  or  delayed)  to vary the  terms,  or waive the
         benefit, of any underlessee covenants or conditions in an underlease of
         the Premises.

3.12.2   Not  without  the  consent  of the  Landlord  (such  consent  not to be
         unreasonably  withheld  or  delayed)  to  accept  a  surrender  of  any
         underlease of the Premises.

3.12.3   Diligently to enforce the  underlessee  covenants and conditions in any
         underlease of the Premises and (if reasonably and properly  required by
         the Landlord) to exercise by way of enforcement  the powers of re-entry
         in the underlease.

3.12.4   Not without the consent of the Landlord to accept any sum or payment in
         kind by way of commutation of the rent payable by an underlessee of the
         Premises.

3.12.5   Not to accept the payment of rent from an  underlessee  of the Premises
         otherwise  than by regular  quarterly  (or more  frequent)  payments in
         advance.

3.12.6   Duly and  punctually to exercise all rights to revise the rent reserved
         by an underlease of the Premises,  and not to agree a revised rent with
         an underlessee  without the approval of the Landlord (such approval not
         to be unreasonably withheld or delayed).

3.13     User

3.13.1   Not without the consent of the Landlord to use the  Premises  otherwise
         than as offices falling within class B1(a) of the Town and Country (Use
         Classes)  Order  1987  (as in force on 1 June  1987)  and for  purposes
         ancillary to those uses.

3.13.2   Nothing in this Lease  implies or is to be treated as a warranty to the
         effect that the use of the Premises for those purposes is in compliance
         with the Planning Acts and all other statutes and regulations  relating
         to town and country planning from time to time in force.

3.14     Restrictions affecting use of the Premises

3.14.1   Not to allow any  process,  activity or storage on the  Premises  which
         causes noise,  fumes or vibration  which can be heard,  smelled or felt
         outside the Premises

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

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


                                      -13-
<PAGE>



3.14.4   Not to do  anything  in the  Premises  which  may  be or  grow  to be a
         nuisance,  annoyance,  disturbance,  inconvenience  or  damage  to  the
         Landlord  or to the owners,  tenants and  occupiers  of  adjoining  and
         neighbouring properties.

3.14.5   Not to load or use the  floors,  walls,  ceilings or  structure  of the
         Premises  so as to  cause  strain,  damage  or  interference  with  the
         structural parts, loadbearing framework, roof, foundations,  joists and
         external walls of the Premises.

3.14.6   Not to overload the lifts,  electrical installation or Conducting Media
         in the Premises.

3.14.7   Not to do or omit to do  anything  which  may  interfere  with or which
         imposes   an   additional   loading   on  any   ventilation,   heating,
         air-conditioning or other plant or machinery serving the Premises.

3.14.8   Not  to  use  the  Premises  for  the  sale  of  alcoholic  liquor  for
         consumption either on or off the Premises.

3.14.9   Not to  allow  any  person  to  sleep  in the  Premises  nor to use the
         Premises for residential purposes.

3.14.10  Not to store any materials or goods  outside the building  comprised in
         the  Premises  unless in a  designated  storage  area  approved  by the
         Landlord and all relevant authorities.

3.14.11  Not  to  burn  rubbish  or  waste  materials,  paper,  wood  and  other
         combustible   matter  on  the  Premises   except   within   boilers  or
         incinerators  provided  for the purpose and approved by the Landlord or
         the Landlord's Surveyor.

3.14.12  Not to cause any land,  roads or pavements  abutting the Premises to be
         untidy or in a dirty condition and in particular (but without prejudice
         to the  generality of the above) not to deposit on them refuse or other
         materials.

3.14.13  Not to permit to be discharged  into any Conducting  Media forming part
         of or serving the Premises:

         3.14.13.1    any  oil  or  grease  or any  deleterious,  objectionable,
                      dangerous,  poisonous or explosive matter or substance and
                      to  take  all   measures  to  ensure  that  any   effluent
                      discharged into the Conducting Media will not be corrosive
                      or  otherwise  harmful  to the  Conducting  Media or cause
                      obstruction or deposit in them; or

         3.14.13.2    any fluid of a  poisonous  or noxious  nature or of a kind
                      likely to  contaminate  or pollute the water of any stream
                      or river.

3.14.14  Not to carry out any process or carry on any activity which will or may
         lead to the Premises being placed on any register of contaminated land.

3.14.15  Not to use any portion of the Main Estate Road and the Development Road
         for the parking of vehicles nor to carry out repairs or  maintenance to
         vehicles on the Main Estate Road or the Development Road.


                                      -14-
<PAGE>


3.14.16  Not to impede  the use by any other  person of the  Estate  Road or any
         other area used by the Tenant in common and in  particular  not to load
         or unload any  vehicle  unless the vehicle  shall be in a loading  area
         provided from time to time for that purpose.

3.14.17  To observe  and perform  such rules and  regulations  which  Birmingham
         International  Park (2000) Limited or the  Management  Company may from
         time to time make and which the Landlord is obliged to observe pursuant
         to a transfer of the  Development  dated 31st March 2000 and to observe
         and perform the reasonable rules and regulations from time to time made
         by the  Landlord  in  accordance  with the  principles  of good  estate
         management  and  which  relate to the  orderly  and  proper  use of the
         Development.

3.15     Advertisements and signs

3.15.1   Not to place or display on the  exterior or the windows of the Premises
         or inside the  Premises  so as to be visible  from the  exterior of the
         Premises any name, writing,  notice, sign, illuminated sign, display of
         lights, placard, poster, sticker or advertisement other than;

         3.15.1.1     a suitable  sign of a size and kind first  approved by the
                      Landlord or the Landlord's  surveyor (such approval not to
                      be  unreasonably  withheld  or  delayed  where the sign is
                      consistent   with  the   other   tenant's   signs  on  the
                      Development  and is consistent with the principles of good
                      estate management) showing the Tenant's name and trade;

         3.15.1.2     such other  notices as the Landlord may in its  discretion
                      approve; and

3.16     Compliance with statutes, etc

3.16.1   Except  where such  liability  may he expressly  within the  Landlord's
         covenants in this Lease to comply in all respects  with the  provisions
         of all  statutes  from  time  to  time,  and  the  requirements  of any
         competent authority, relating to the Premises or anything done in or on
         them  by the  Tenant,  and to keep  the  Landlord  indemnified  against
         liability in consequence of the Tenant's failure to comply.

3.16.2   In particular  (but without  affecting the general  operation of clause
         3.17.1):

         3.16.2.1     to execute all works and do all things on or in respect of
                      the Premises which are required  under the Offices,  Shops
                      and Railway Premises Act 1963;

         3.16.2.2     to  comply  with all  requirements  under any  present  or
                      future statute,  order,  bylaw or regulation as to the use
                      or occupation of; or otherwise  concerning,  the Premises;
                      and

         3.16.2.3     to execute with all due diligence  (commencing work within
                      two  months  or sooner if  necessary  and then  proceeding
                      continuously)  all  works to the  Premises  for  which the
                      Tenant is liable  under this  clause 3.16 and of which the
                      Landlord has given notice to the Tenant;


                                      -15-
<PAGE>


         and, if the Tenant does not comply with clause 3.16.2.3,  to permit the
         Landlord to enter the  Premises to carry out the works and to indemnify
         the  Landlord  on  demand  for  the  expenses  of so  doing  (including
         professional  fees),  such  expenses  and  any  Interest  on them to be
         recoverable as rent in arrear.

3.17     Planning permission

3.17.1   Not without the consent of the Landlord to make any  application  under
         the Planning  Acts, to any local  planning  authority for permission to
         develop, including change of use of, the Premises.

3.17.2   To  indemnify  the  Landlord  against any  development  charges,  other
         charges  and  expenses  payable  in respect  of  planning  applications
         submitted  by or on behalf of the Tenant or any person  deriving  title
         under the Tenant or under the Tenant's  control and to reimburse to the
         Landlord the costs it may  reasonably  and properly incur in connection
         with such consent.

3.17.3   To keep the  Landlord  indemnified  against any  reasonable  and proper
         expense incurred in consequence of the use of the Premises reverting to
         the use existing before the application was made.

3.17.4   Immediately  to give the Landlord full  particulars in writing of grant
         of planning  permission  submitted by or on behalf of the Tenant or any
         person deriving title under the Tenant or under the Tenant's control.

3.17.5   Not  to  implement  any  planning  permission  if  the  Landlord  makes
         reasonable  and proper  objection to any of the  conditions  subject to
         which it has been granted.

3.18     Compliance with town planning and environmental requirements

3.18.1   To perform and observe the  requirements  of the Planning  Acts and all
         other statutes and  regulations  relating to town and country  planning
         and environmental  protection  applying to the Premises,  and to obtain
         any  development or other  consent,  permit or licence by reason of the
         development, or manner of use, of or on the Premises by the Tenant.

3.18.2   To keep the  Landlord  indemnified  against  liability by reason of the
         Tenant's failure to obtain any requisite  development or other consent,
         permit or licence or in complying with the requirements of statutes and
         regulations.

3.18.3   To give full  particulars to the Landlord of any notice or proposal for
         a notice,  or order or proposal for an order,  made, given or issued to
         the  Tenant  under  the  Planning  Acts  and  all  other   statutes  or
         regulations  relating  to  town  and  country  planning,  environmental
         protection or otherwise within seven days after receipt by the Tenant.

3.18.4   Immediately to take all  reasonable and necessary  steps to comply with
         any such notice or order.



                                      -16-
<PAGE>


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

3.19     Claims made by third parties

3.19.1   To keep the Landlord  indemnified  against  liability in respect of any
         accident, loss or damage to person or property in the Premises.

3.19.2   To keep the Landlord  indemnified against liability to third parties by
         reason of breach by the Tenant of its obligations in this Lease.

3.20     Expenses of the Landlord

3.20.1   To pay to the  Landlord on demand all  reasonable  and proper  expenses
         (including bailiffs and professional fees) incurred by the Landlord:

3.20.2   incidental to or in proper contemplation of the preparation and service
         of a schedule of dilapidations  during or after the termination of this
         Lease and/or a notice under sections 146 and 147 of the Law of Property
         Act  1925,  even if  forfeiture  is  avoided  otherwise  than by relief
         granted by the court;

3.20.3   in the recovery or attempted  recovery of arrears of rent or additional
         rent due from the Tenant; and

3.20.4   in connection  with every  application for any consent or approval made
         under this Lease  (whether or not consent or approval is given)  except
         where a court has held that the Landlord has  unreasonably  withheld or
         delayed its consent.

3.21     Obstruction of windows or lights and easements

3.21.1   Not to stop up or  obstruct  any  windows of the  Premises or any other
         buildings belonging to the Landlord.

3.21.2   Not to permit  any  easement  or similar  right to be made or  acquired
         into, against or on the Premises.

3.21.3   Where any such  easement or right is or is  attempted  to be  acquired,
         immediately to give notice of the circumstances to the Landlord, and at
         the  request  and cost of the  Landlord  to adopt such course as it may
         reasonably and properly  require for preventing the  acquisition of the
         easement or right.

3.22     Value added tax

3.22.1   To pay value added tax on taxable  supplies of goods and services  made
         by  the  Landlord  in  connection  with  this  Lease,   for  which  the
         consideration  is to  be  treated  as  exclusive  of  value  added  tax
         chargeable on the payment.

3.22.2   Where the  Landlord  is entitled  under this Lease to recover  from the
         Tenant the costs of goods and services supplied to the Landlord, but in
         respect of which the Landlord makes no taxable supply to the Tenant, to
         indemnify the Landlord


                                      -17-
<PAGE>


         against so much of the input tax on the cost for which the  Landlord is
         not entitled to credit  allowance  under  section 26 of the Value Added
         Tax Act 1994.

3.22.3   To indemnify  and keep  the Landlord  indemnified  against loss arising
         from the Landlord  failing to recover,  or being liable to repay or pay
         value added tax and interest,  fines and penalties  resulting  from the
         breach  of  the   obligations  by  the  Tenant  in  the  preceding  two
         subclauses,  and against taxation  incurred or suffered by the Landlord
         on amounts under this indemnity.

3.23     Notices to let and for sale

3.23.1   To allow the Landlord or its agents to enter the Premises at any time:

         3.23.1.1     within six months before the  termination of this Lease to
                      fix on the  Premises  a notice  board  for  reletting  the
                      Premises; and

         3.23.1.2     to fix on some part of the Premises a notice board for the
                      sale of the interest of the Landlord.

3.23.2   Not to remove or obscure any such notice board.

3.23.3   To permit  all  persons  authorised  by the  Landlord  or its agents at
         reasonable   times  upon  written  notice  to  view  the  Premises  (at
         reasonable and proper hours) without  interruption  in connection  with
         any such letting or sale.

3.24     Encumbrances

         To observe and perform by way of  indemnity  only the  obligations  and
         restrictions  comprising the  Encumbrances so far as they relate to the
         Premises  and are capable of being  enforced,  and to keep the Landlord
         indemnified  against  liability for the breach of the  obligations  and
         restrictions  except  where the  obligations  are those of the Landlord
         under the provisions of the Service Charge.

4.       Provisos

         The parties agree to the following provisos.

4.1      Proviso for re-entry

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

         4.1.1.1      any rent  remains  unpaid 21 days after  becoming  due for
                      payment (whether or not formally demanded); or

         4.1.1.2      the  Tenant  fails  to  perform  or  observe  any  of  its
                      covenants  or the  conditions  in this Lease or allows any
                      distress or  execution  to be levied on its goods which is
                      not satisfied within 7 days; or

         4.1.1.3      an event of insolvency occurs in relation to the Tenant or
                      any guarantor of the Tenant.


                                      -18-
<PAGE>


4.1.2    Re-entry in exercise of the rights in clause  4.1.1 does not affect any
         other  right or remedy  of the  Landlord  for  breach  of  covenant  or
         condition by the Tenant occurring before the termination of this Lease.

4.1.3    The expression an event of insolvency in clause 4.1.1 includes:

         4.1.3.1      (in  relation to a company or other  corporation  which is
                      the Tenant or a guarantor) inability of the company to pay
                      its debts,  entry into liquidation  whether  compulsory or
                      voluntary  (except  for the  purpose  of  amalgamation  or
                      reconstruction),   the  passing  of  a  resolution  for  a
                      creditors'  winding-up,  the making of a  proposal  to the
                      company   and  its   creditors   for  a   composition   in
                      satisfaction  of its debts or a scheme of  arrangement  of
                      its  affairs,   the   application  to  the  court  for  an
                      administration order, and the appointment of a receiver or
                      administrative receiver; and

         4.1.3.2      (in  relation  to an  individual  who is the  Tenant  or a
                      guarantor)  inability  to  pay  or  having  no  reasonable
                      prospect of being able to pay his debts,  the presentation
                      of a bankruptcy petition,  the making of a proposal to his
                      creditors for a composition in  satisfaction  of his debts
                      or  a  scheme  of  an  arrangement  of  his  affairs,  the
                      application  to the court for an  interim  order,  and the
                      appointment of a receiver or interim receiver;

         and in relation to the various events of insolvency they are,  wherever
         appropriate,  to be interpreted in accordance and conjunction  with the
         relevant provisions of the Insolvency Act 1986.

4.2      Power for Landlord to deal with adjoining property

         The Landlord may deal as it thinks fit with other property adjoining or
         nearby belonging to the Landlord,  and may erector permit to be erected
         on such property any buildings  irrespective  of whether they affect or
         diminish  the light or air which may now or at any time be  enjoyed  by
         the Tenant in respect of the Premises.

4.3      Compensation for disturbance

         The Tenant is not entitled to claim any compensation  from the Landlord
         on quitting  the Premises  unless and to the extent that any  statutory
         tight to compensation precludes the operation of this clause.

4.4      Removal of property after determination of Term

4.4.1    If, after the Tenant has vacated the Premises following the termination
         of this Lease, any property of the Tenant remains in the Premises,  and
         the Tenant  fails to remove it within 28 days after being  requested in
         writing by the Landlord to do so, the Landlord  may as the agent of the
         Tenant  sell  such  property  and hold  the  proceeds  of  sale,  after
         deducting  the  costs  and  expenses  of  removal,   storage  and  sale
         reasonably and properly incurred by it, to the order of the Tenant.

4.4.2    The Tenant will indemnify the Landlord  against any liability  incurred
         by it to any third party whose  property  has been sold by the Landlord
         in the bona fide


                                      -19-
<PAGE>


         mistaken belief (which is to be presumed unless the contrary is proved)
         that it  belonged to the Tenant and was liable to be dealt with as such
         under this clause 4.4.

4.5      Notices, consents and approvals

4.5.1    Any notice  served under or in  connection  with this Lease is to be in
         writing and to be treated as properly served if compliance is made with
         either the  provisions  of section 196 of the Law of Property  Act 1925
         (as amended by the Recorded Delivery Service Act 1962) or section 23 of
         the Landlord and Tenant Act 1927.

4.5.2    Any consent or approval  required  under this Lease shall be in writing
         and shall be  obtained  before  the act or event to which it applies is
         carried out or done and shall be  effective  only if it is in such form
         and upon  such  terms as the  party  giving it  properly  requires  and
         contains  the  statement  "this  is the  form of  consent  or  approval
         required by the lease pursuant to which it is granted".

4.6      Services

4.6.1    It is hereby agreed  between the parties with regard to the Services in
         respect of the Estate to be  provided  by the  Management  Company  the
         Tenant  shall not be required  through  the Service  Charge to make any
         payments  or  contributions  at any time with  regard to the  following
         matters:

         (a)          the cost  charges and expenses in bringing the Main Estate
                      Road up to adoption standard,  in remedying any defects or
                      carrying out any works  required by the highway  authority
                      prior to its adoption and in relation to its adoption; and

         (b)          the  maintenance and repair of foul and storm water sewers
                      referred to in the draft Section 104  Agreement  submitted
                      in 1996 and to be made  between  Birmingham  International
                      Park   Limited   (1)   Barclays   Bank  Plc  (2)  and  the
                      Metropolitan Borough of Solihull (3)

4.6.2    It is hereby  agreed  between the parties  that the  Landlord  will not
         include in the service  charge or the  Landlord's  Services any capital
         costs relating to the initial  construction  or development of any part
         of the Development.

4.6.3    For the  avoidance  of doubt it is agreed  between the parties that for
         the purposes of Schedule 4 the expressions  "Account" "Advance Payment"
         "Expenditure"  "Management  Company'  "Service  Charge" and  "Services"
         relate to the Services on the Estate and not to the Development Service
         Charge.


5.       Landlord's covenants

         The Landlord covenants with the Tenant as follows.

5.1      Quiet enjoyment

         That the  Tenant  paying the rents  reserved  by,  and  performing  the
         Tenant's  covenants in this Lease, may lawfully and peaceably enjoy the
         Premises


                                      -20-
<PAGE>


         throughout  the Term  without  interruption  by the  Landlord or by any
         person lawfully claiming through, under or in trust for the Landlord.

5.2      To comply with all the covenants and conditions  relating to the Estate
         in so far as the  same  relate  to the  Development  and  are  not  the
         responsibility  of the Tenant or any other  tenant or  occupier  of the
         Development.

5.3      The  Landlord  agrees  with the Tenant  that it will if required by the
         Tenant in writing take such action as the Tenant may reasonably require
         to enforce against the Management Company the covenants  conditions and
         tights  contained  or  referred to in the  transfer of the  Development
         dated 31st March 2000 and made  between  the  Landlord  and  Birmingham
         International  Park (2000)  Limited in so far as the same relate to and
         affect the Estate the  Premises  or the Service  Charge  subject to the
         Tenant paying the  Landlord's  reasonable and proper costs of enforcing
         such covenants conditions and rights.


6.       Obligations in schedules to this Lease

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

7.       Expert determination

7.1      In this  Lease,  where any issue is  required  to be dealt  with by, or
         submitted  for  the  determination  of,  an  independent   expert,  the
         following  provisions  of this  clause  are to  apply  but,  in case of
         conflict  with  other  provisions   specifically   relating  to  expert
         determination  elsewhere in this Lease,  those other  provisions are to
         prevail to the extent of the conflict.

7.2      The expert is to be appointed by the parties jointly, or if they cannot
         or do not  agree on the  appointment,  appointed  by  whichever  of the
         following is appropriate:

7.2.1    the president  from time to time of the Royal  Institution of Chartered
         Surveyors; or

7.2.2    the  president  from  time  to  time  of  the  Institute  of  Chartered
         Accountants in England and Wales;

         or in either case the duly appointed deputy of the president,  or other
         person authorised by him to make appointments on his behalf.

7.3      The  person  so  appointed  is to  act  as an  expert,  and  not  as an
         arbitrator.

7.4      The expert so appointed must afford the parties the opportunity  within
         such a  reasonable  and proper time limit as he may  stipulate  to make
         representations to him (accompanied by professional  rental valuations,
         reports or other  appropriate  evidence in the relevant  circumstances)
         and permit each party to make submissions on the representations of the
         other.


                                      -21-
<PAGE>



7.5      The  fees  and  expenses  of the  expert,  including  the  cost  of his
         nomination,  are to be  borne  as the  expert  may  direct  (but in the
         absence  of such a  direction,  by the  parties in equal  shares),  but
         (unless  they  otherwise  agree) the parties  will bear their own costs
         with respect to the determination of the issue by the expert.

7.6      One party may pay the costs  required  to be borne by another  party if
         they remain unpaid for more than 21 days after they become due and then
         recover these and any incidental expenses incurred from the other party
         on demand.

7.7      If the expert refuses to act, becomes  incapable of acting or dies, the
         Landlord or the Tenant may request the appointment of another expert in
         his stead under clause 7.2.

7.8      The determination of the independent expert, except in case of manifest
         error, is to be binding on the Landlord and the Tenant.

7.9      Where in clauses 3.3.2 and 3.9.3 and in the  definitions of Development
         Service Charge and Service Charge  Percentage in Part 1 of Schedule 4 a
         matter is to be determined by the Landlord or the  Landlord's  surveyor
         the  Tenant   shall  be  entitled   within  20  working  days  of  such
         determination to dispute such  determination and in such  circumstances
         the  dispute  shall  be  referred  to an  independent  expert  and  the
         provisions of this clause 7 shall apply

7.10     If the base rate of Barclays  Bank Plc ceases to be  published  and the
         Landlord  designates  another  comparable  rate,  the  Tenant  shall be
         entitled  within  20  working  days of such  comparable  rate  being so
         designated  to  dispute  such  rate  and  in  such   circumstances  the
         comparable  rate of  interest  shall be such rate as is  determined  or
         agreed by an independent expert in accordance with clause 7


8.       Covenant status of this Lease

         This  Lease is a new  tenancy  within  the  meaning of section 1 of the
         Landlord and Tenant (Covenants) Act 1995.

9.       Contracts (Rights of Third Parties) Act 1999

9.1      Unless the right is expressly granted,  it is not intended that a third
         party has a right to enforce a provision  of the Lease  pursuant to the
         Contracts (Rights of Third Parties) Act 1999.

9.2      The parties may rescind or vary the  provisions  of this Lease  without
         the  consent of a third party to whom a right of  enforcement  has been
         expressly granted.


10.      Jurisdiction

10.1     This  tease  will in all  respects  be  governed  by and  construed  in
         accordance with English law and the parties  irrevocably  submit to the
         jurisdiction of the English courts


                                      -22-
<PAGE>


10.2     The  Tenant's  address  in  England  for  service  of all  notices  and
         proceedings is 2nd Floor Concorde  House Trinity Park  Birmingham  West
         Midlands B37 7EC


Delivered as a deed on the date of this document.



                                      -23-
<PAGE>

                                   SCHEDULE 1
                                  The Premises

         The land shown edged red on Plan 1 forming part of the land  registered
         at H M Land Registry and comprised in title number  WM719791 being land
         abutting  the south side of Starley  Way and to the west of  Bickenhill
         Lane,  Solihull,  West Midlands and of which the Landlord is registered
         as proprietor  with absolute title and on which the building  currently
         known  as  Geneva  House  (but to be  known  as Fair  Isaac  House)  is
         constructed.



                                     Part 2
                           Rights enjoyed with demise

1.       A right of way in common with the Landlord,  the Management Company and
         all others from time to time so entitled  for the Tenant,  its lessees,
         employees,  licensees and others  authorised by them to pass and repass
         with or without  vehicles for all purposes  connected  with the use and
         enjoyment of the  Premises  over and along the Main Estate Road and the
         Development Road until (if ever) they are adopted as public highways.

2.       The right in common  with the  Landlord,  the  Management  Company  and
         others from time to time so entitled to the free and  uninterrupted use
         of and the passage of the Utilities through the Service Media which now
         are or may  during the  Perpetuity  Period be in under or over the Main
         Estate Road,  Development  Road or other Common Parts, but the Landlord
         or the  Management  Company may change the routes of the Service  Media
         unless and to the extent that it would  interrupt or interfere with the
         exercise of the right now granted.

3.       The right of lateral  and  subjacent  support and  protection  from the
         remainder of the Estate and any adjoining or neighbouring  land for the
         Premises.



                                     Part 3
                          Exceptions and reservations

1.       The right to enter upon the Premises (on giving reasonable notice) with
         employees,  agents,  contractors,  plant and equipment in order to lay,
         make,  inspect,  clean,  repair and renew foul and surface water sewers
         and drains  and/or  Service Media serving or to serve the Estate and/or
         any adjoining or  neighbouring  land,  but the persons  exercising  the
         right are to make good all physical  damage  occasioned in the exercise
         of the right PROVIDED THAT this right shall not extend to the laying of
         any such sewers and drains  and/or  Service  Media under any  buildings
         erected on the Premises.

2.       The right to connect the sewers,  drains and Service Media  referred to
         in  paragraph  1 above to any sewers,  drains and  Service  Media on or
         under  the  Premises  of  suitable  capacity,  and the right to use any
         sewers, drains and Service Media on or under the Premises.


                                     - 24 -
<PAGE>


3.       The right for the  Landlord,  in common  with the Tenant and all others
         having the like  right,  to the free and  uninterrupted  use of and the
         passage of the Utilities  through Service Media which now are or may at
         any time during the Perpetuity Period be in under or over the Premises.

4.       The right of lateral  and  subjacent  support and  protection  from the
         Premises  for  the  remainder  of  the  Estate  and  any  adjoining  or
         neighbouring land.

5.       The right to erect or  permit  to be  erected  any  buildings  or other
         structures, and to alter any building or other structure erected on the
         Estate  or  the  Retained  Land  or  the  Development   notwithstanding
         obstruction  or  interference  with the passage and access of light and
         air to any building now or in the future on the  Premises,  and so that
         light and air  enjoyed by the  Premises  over any part of the Estate or
         the Main Estate Road, or the Development  Road are to be enjoyed by the
         licence or consent of the Landlord and not as of right.

6.       All rights of entry upon the Premises referred to in clauses 3 and 4.

7.       The right  (where  necessary or where a third party is  exercising  its
         rights) to close the Main Estate Road and the Development  Road for the
         purposes of effecting repairs renewals improvements and maintenance and
         for obtaining access to any Utilities Conducting Media or Service Media
         and for any  other  reasonable  purpose  including  the  right to erect
         scaffolding  and all  necessary  ancillary  rights  provided  that  the
         erection  of such  scaffolding  does not  involve the whole of the Main
         Estate Road or the Development Road.



                                     Part 4
                                  Encumbrances


         Date               Description of                 Parties
                              document

        26.04.1994              Deed            BDS Properties Limited (1) BDS
                                                Investments Limited (2)
                                                Metropolitan Borough of Solihull
                                                (3)

        16.09.1994        Supplemental Deed     BDS Properties Limited (1) BDS
                                                Investments Limited (2)
                                                Metropolitan Borough of Solihull
                                                (3)


                                     - 25 -
<PAGE>


                                   SCHEDULE 2
                                  Rent reviews

1.       The review  dates

         The yearly  rent  payable  under this  Lease is to be  reviewed  on the
         expiry of the fifth and tenth  years of the Term  (referred  to in this
         schedule  as the review  dates and the  relevant  review  date shall be
         construed  accordingly) and with effect on and from the relevant review
         date,  the reviewed rent (as agreed or  determined  in accordance  with
         this schedule) is to become payable as the yearly rent reserved by this
         Lease.

2.       Upward-only rent reviews

         The reviewed rent is to be the greater of:

2.1      the yearly rent  reserved  under this Lease  immediately  preceding the
         relevant  review date  (ignoring  for this purpose any  deduction  from
         suspension  of or abatement of rent arising  pursuant to paragraph 6 of
         schedule 3 or by virtue of any statutory or extra  statutory  provision
         or by  agreement  between the parties or in  consequence  of any lawful
         deduction  from  rent  made  by the  Tenant  or for  any  other  reason
         whatsoever); and

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

3.       The market rent

         For the purposes of this Lease,  the  expression  market rent means the
         yearly rent at which the  Premises  might  reasonably  and  properly be
         expected  to be let in the  open  market  by a  willing  landlord  to a
         willing tenant:

3.1      with vacant possession;

3.2      for a term of 10 years  from the  relevant  review  date  having a rent
         review,  in the same terms as this Lease,  at the expiry of each period
         of five years throughout the term;

3.3      without the payment of a premium by the willing tenant; and

3.4      subject to the  provisions of this Lease,  other than the length of the
         term and the amount of rent,  but including  these  provisions for rent
         review;

         but on the  assumption,  if not the fact,  that at the relevant  review
         date:

3.5      the Premises  have been fitted out ready for  occupation  and immediate
         use for the willing tenant's  business so that the willing tenant would
         not require a rent or other  allowance at the relevant  review date for
         that  purpose  (but this  assumption  does not affect the  operation of
         paragraph 4.3);

                                     - 26 -
<PAGE>

3.6      in case  the  Premises  or the  Estate  or the  Development  have  been
         destroyed or damaged (or the Premises  have been made unfit for use and
         occupation  by reason of damage to the  Building  or the  Estate or the
         Development)  they have been fully  reinstated (or rendered fit for use
         and occupation);

3.7      the Premises and the building are in a state of full repair required by
         this Lease and the covenants of the Tenant have been fully observed and
         performed;

3.8      there is not in operation any statute, order or instrument,  regulation
         or direction  which has the effect of  regulating  or  restricting  the
         amount of rent of the Premises which might otherwise be payable;

3.9      the Premises may be lawfully used throughout the Term as offices; and

4.       Matters to be disregarded

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

4.1      the occupation of the Premises by the Tenant;

4.2      any  goodwill  attached to the Premises by reason of the carrying on at
         the Premises of the business of the Tenant;

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

         4.3.1    made in pursuance of an obligation to the Landlord;

         4.3.2    completed by the Tenant more than 21 years before the relevant
                  review date; or

         4.3.3    for which the Landlord has made a financial contribution;

4.4      any works  carried out by the Tenant which have  diminished  the market
         rent; and

4.5      any works  carried  out by the Tenant  prior to the grant of this Lease
         including  the Works (as  defined in a licence  for  alterations  to be
         entered  into between the  Landlord  and the Tenant  immediately  after
         completion of this Lease);

         and  in  this   paragraph  4,   reference  to  "the  Tenant"   includes
         predecessors-in-title to the Tenant, and subtenants of the Tenant or of
         the predecessors-in-title of the Tenant.

5.       Procedure for determination of market rent

5.1      The  Landlord  and the Tenant are to endeavour to agree the market rent
         at any time not being earlier than 6 months before the relevant  review
         date,  but if they have not agreed the market rent three months  before
         the relevant review date


                                     - 27 -
<PAGE>


         the amount of the market rent is to be  determined  by reference to the
         arbitration of an arbitrator

5.2      The  arbitrator  shall be  nominated  by the  Landlord  and the  Tenant
         jointly,  but,  if  they  cannot  or do not do so,  then  he  shall  be
         nominated by the president for the time being of the Royal  Institution
         of Chartered  Surveyors on the application either of the Landlord or of
         the Tenant.

5.3      The reference to and award of the  arbitrator  shall be governed by the
         Arbitration Act 1996

5.4      The arbitrator  nominated is to be a chartered surveyor having not less
         than ten years' experience of leasehold valuation of property being put
         to the same or similar use as the  Premises and of property in the same
         region in which the Premises are situated.

5.5      If the arbitrator  refuses to act, becomes incapable of acting or dies,
         the  Landlord  or the Tenant may  request  the  appointment  of another
         arbitrator as provided in paragraph 5.1

6.       Time limits

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

7.       Rental adjustments

7.1      If the market rent has not been agreed or determined in accordance with
         the provisions of this schedule before the relevant review date,  then,
         until the market rent has been so agreed or determined, the Tenant will
         continue to pay, on  account,  rent at the rate of yearly rent  payable
         immediately before the relevant review date.

7.2      The Tenant will pay to the  Landlord,  within seven days after the time
         that the market rent has been agreed or determined,  all arrears of the
         reviewed rent which have accrued in the meantime,  with interest  equal
         to the base rate of Barclays Bank PLC on each of the instalments of the
         arrears  from the time that it would have become due if the market rent
         had then been agreed or determined  until payment  becomes due from the
         Tenant to the Landlord under this paragraph 7.2.

8.       Reviewed rent reserved in phases

         The  Landlord and the Tenant may, at any time before the market rent is
         determined by an arbitrator,  settle the reviewed rent in more than one
         amount and agree to reserve the amounts  increasing in phases until the
         next review date or, if none, the expiry of the Term.


                                     - 28 -
<PAGE>


9.       Memorandum of rent review

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

















                                     - 29 -
<PAGE>


                                   SCHEDULE 3
                              Insurance provisions


1.       Insured Risks

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

1.2      Insured Risks include (without limitation) fire, lightning,  explosion,
         storm,  tempest,  flood,  bursting  and  overflowing  of  water  tanks,
         apparatus or pipes, earthquake, aircraft (but not hostile aircraft) and
         devices dropped from aircraft,  riot and civil  commotion,  subsidence,
         and such other risks as the Landlord may consider it prudent to insure.

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

2.       Tenant's liability for insurance premiums

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

2.2      Insurance  premiums are to include all monies expended,  or required to
         be expended by the Landlord in effecting and maintaining cover against:

         2.2.1  Insured Risks;

         2.2.2  three years' loss of rent insurance;

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

         2.2.4  the costs of demolition, shoring up, and site clearance works;

         2.2.5  third-party and public liability risks; and

         2.2.6  value added tax liability on such items.

2.3      The  insurance  cover may take into  account  cover for the  effects of
         inflation and escalation of costs and fees, the Landlord's  estimate of
         the market rent of the Premises as defined in schedule 2 in the context
         of ensuing rent reviews and the termination of the Lease.


                                     - 30 -
<PAGE>


3.       Tenant's obligations in relation to insurance cover

3.1      The Tenant will not do anything  which may render void or voidable  the
         insurance of the Landlord on the Premises or which may cause  insurance
         premiums to be increased.

3.2      The Tenant will provide efficient fire extinguishers of a type required
         by law and (if  required)  approved by the fire  officer and will adopt
         such other precautions against Insured Risks as the Landlord's insurers
         require and which are normal in relation to a  comprehensive  insurance
         policy.

3.3      If the  insurance  of the  Landlord  is vitiated in whole or in part in
         consequence of an act or omission of the Tenant,  persons  occupying or
         enjoying the use of the Premises through or under the Tenant,  or their
         respective employees,  workmen, agents or visitors, the Tenant will pay
         to the  Landlord  on demand a sum equal to the amount of the  insurance
         monies which have become  irrecoverable  in  consequence of that act or
         omission.

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

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

3.6      If the  Premises are damaged by Insured  Risks,  the Tenant will pay to
         the Landlord on demand the amount of any uninsured  excess to which the
         insurance cover of the Landlord is subject.

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

3.8      The Tenant will pay the reasonable  and proper cost of the  revaluation
         of the Premises for insurance purposes whenever  reasonably required by
         the Landlord provided such revaluation do not take place more than once
         a year.

4.       Landlord's obligation to insure and reinstate

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

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


                                     - 31 -
<PAGE>


         will make good any  deficiency  in the proceeds of the insurance out of
         its own resources.

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

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

4.3.2    if the Landlord's insurance is vitiated by reason of an act or omission
         of the Tenant,  persons  occupying  or enjoying the use of the Premises
         through or under the Tenant,  or their respective  employees,  workmen,
         agents or  visitors  unless  and until the Tenant has paid all sums due
         from it under paragraph 3.3; or

4.3.3    if this Lease is, or is to be, determined under paragraph 7

4.4      Where the Premises are substantially  damaged or destroyed,  the Tenant
         may not object to the  reinstatement or rebuilding of the Premises in a
         form which is not  identical  to the  Premises  immediately  before the
         damage or  destruction  occurred,  if the  Premises  as  reinstated  or
         rebuilt are of at least an equivalent or similar  standard,  and afford
         amenities  which are not inferior to or deficient from those enjoyed by
         the Tenant before the damage or destruction.


5.       Landlord's obligations in relation to insurance

5.1      The Landlord will use its reasonable  and proper  endeavours to procure
         that its insurers waive  entitlement  to rights of subrogation  against
         the  Tenant,  persons  occupying  or enjoying  the use of the  Premises
         through or under the Landlord, and their respective employees, workmen,
         agents or visitors.

5.2      The  Landlord  will  provide  the Tenant  with a copy of its  insurance
         policies (or other  evidence of the  conditions  of  insurance)  on the
         Premises,  and (at the  request of the  Tenant)  with a receipt for the
         payment of the last premium or other evidence of renewal and up-to-date
         details of the amount of cover.

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

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


6.       Suspension of Rent

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


                                     - 32 -
<PAGE>


6.2      The  rent  and  additional  rent  reserved  by  this  Lease,  or a fair
         proportion  of them  according  to the  nature and extent of the damage
         sustained,  shall be  suspended  and  cease  to be  payable  until  the
         Premises (excluding fitting-out works and replacement of contents) have
         been reinstated and made fit for occupation, use and enjoyment.

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

7.       Option to determine

         If for  any  reason  beyond  the  control  of the  Landlord  it  proves
         impracticable  to commence  rebuilding or reinstatement of the Premises
         within two years of the damage by an Insured  Risk,  the  Landlord  may
         within twelve months  thereafter  terminate this Lease by giving to the
         Tenant written notice to that effect

8.       Retention of insurance proceeds

         On the termination of this Lease under paragraph 7, or if this Lease is
         terminated  by  the  operation  of the  doctrine  of  frustration,  the
         Landlord  shall be entitled to retain the proceeds of insurance for its
         exclusive benefit.


                                     - 33 -
<PAGE>


                                   SCHEDULE 4
                           Service charge provisions

                                     Part 1
                                  Definitions

In this  Schedule,  the  following  words  and  expressions  have the  following
meanings unless the context otherwise requires:

     Accountant                    a suitably  qualified and experienced  person
                                   appointed  by  the   Management   Company  to
                                   perform  the  function  of an  accountant  in
                                   relation  to the  Expenditure  (including  an
                                   employee  of the  Management  Company or of a
                                   member of the same group of companies as that
                                   term is defined in Section 42 of the Landlord
                                   and Tenant Act 1954);

     Advance Payment               a   quarterly   payment  as  referred  to  in
                                   paragraph 1 of Part 3 of this schedule;

     Computing Date                December  in every year or such other date as
                                   the  Management  Company  and/or the Landlord
                                   may from time to time designate;

     Development Advance Payment   a   quarterly   payment  as  referred  to  in
                                   paragraph 3 of part 3 of this schedule;

     Development Common Parts      the parts of the  Development  comprising the
                                   Development  Road (to the  extent  that  they
                                   have not been adopted as  maintainable at the
                                   public  expense),  and landscaped areas which
                                   are not the  responsibility  of an individual
                                   owner or  occupier  of part of the  Estate or
                                   the  Management  Company  and all other areas
                                   ways  and   amenities   in  the   Development
                                   provided or  designated  from time to time by
                                   the Landlord for common use and  enjoyment by
                                   the owners and  occupiers of the  Development
                                   (including any Conducting  Media which do not
                                   form  part of the  Service  Media and are not
                                   demised to the Tenant or any other  tenant of
                                   the Development),  and each and every part of
                                   them, which are not the responsibility of the
                                   Management Company;


                                     - 34-
<PAGE>


     Development Service Charge    a fair and proper proportion  attributable to
                                   the Premises (to be  conclusively  determined
                                   by the Landlord or the Landlord's surveyor by
                                   a comparison of the plot area of the Premises
                                   with the aggregate plot area of the buildings
                                   (including the Premises) from time to time in
                                   the  Development) of the cost to the Landlord
                                   of   providing   the   Landlord's   Services,
                                   including  reasonable  and proper  management
                                   costs, fees,  salaries,  charges and expenses
                                   and  the  expense  of   cleaning,   lighting,
                                   repairing, renewing, decorating,  maintaining
                                   and  where  necessary  rebuilding  any  party
                                   walls,  fences,  gutters,  drains,  roadways,
                                   pavements,    entrance   ways,   stairs   and
                                   passages, access ways and service areas which
                                   are or may be used or enjoyed by an  occupier
                                   of the  Premises  in  common  with any  other
                                   person or persons;

     Expenditure                   the  aggregate of all  reasonable  costs fees
                                   expenses and outgoings  properly  incurred by
                                   the  Management   Company  in  providing  the
                                   Services including bank charges,  interest on
                                   borrowings from a reputable  clearing bank at
                                   normal  commercial  rates and Value Added Tax
                                   which is not recoverable;

                                   such   sums   as   the   Management   Company
                                   reasonably  and fairly  considers  prudent to
                                   reserve    for   future    and    anticipated
                                   Expenditure  from time to time whether or not
                                   for periodically recurring items; and

                                   such other sums (if any) as are  required  to
                                   be   treated   as   Expenditure   under  this
                                   schedule;

     Financial Year                the period from  the 1st of June 2001 to (and
                                   including)  the  first   Computing  date  and
                                   thereafter between two consecutive  Computing
                                   Dates  (excluding the first but including the
                                   second Computing Date in the period);

     Landlord's Services           the services which the Landlord  covenants to
                                   provide in Part 5 of this schedule and as are
                                   listed  in  Part 6 of  this  schedule


                                     - 35 -
<PAGE>


     Services                      the services which the Landlord  covenants in
                                   Part  2  of  this  schedule  to  procure  the
                                   Management Company provides and as are listed
                                   in Part 4 of this schedule;

     Service Charge                the   Service   Charge   Percentage   of  the
                                   Expenditure  subject to the agreed deductions
                                   in respect of the Premises in accordance with
                                   clause 4.6.1;

     Service Charge Percentage     a fair and proper proportion  attributable to
                                   the  Premises  (to  be   determined   by  the
                                   Landlord  or  the  Landlord's  surveyor  by a
                                   comparison  of the plot area of the  Premises
                                   with the aggregate plot area of the buildings
                                   (including the Premises) from time to time on
                                   the Development)


                                     Part 2
                Landlord's covenants in relation to the Services

1.       Subject  to  paragraph  4 of this Part of this  schedule  the  Landlord
         covenants  with the Tenant to procure the Management  Company  provides
         the Services set out in Part 4 in  accordance  with the  principles  of
         good estate management, but:

1.1      neither  the  Landlord  nor  the  Management  Company  is  to  be  held
         responsible  for damage caused by any want of repair to, or defects in,
         the  Common  Parts  unless  and until  notice in writing of the want of
         repair or defect  has been  given to the  Landlord  and the  Management
         Company  (whether  by the Tenant or the lessee or occupier of any other
         part of the Estate) and the Management  Company has failed to make good
         or remedy the want of repair or defect  within a reasonable  time after
         receipt  of the notice or (in case of  emergency)  has failed to effect
         such temporary repair as may be practicable;

1.2      nothing in this covenant prejudices the right of the Management Company
         or the  Landlord  to recover  from the  Tenant or any other  person the
         amount  or value of any loss or  damage  suffered  by or  caused to the
         Management  Company  or  the  Landlord  or  the  Common  Parts  by  the
         negligence  or other  wrongful  act or  default  of the Tenant or other
         person;

1.3      in supplying the Services,  the Management  Company may employ managing
         agents  contractors  or such other  suitably  qualified  persons as the
         Management  Company may from time to time  reasonably  think fit, whose
         reasonable and proper fees,  salaries,  charges and expenses (including
         any irrecoverable Value Added Tax) are to form part of the Expenditure;


                                     - 36 -
<PAGE>


2.       The Management Company is not to be liable for any injury to or loss or
         damage suffered by the Tenant or its successors in title the owners and
         occupiers of the Premises or any part thereof caused by:

2.1      breakdown, absence, failure or insufficiency of the Services; or

2.2      defect in the Service  Media or plant,  machinery or apparatus  used in
         connection with the provision of the Services; unless

2.3      the injury  loss or damage is covered  by, and the  Management  Company
         receives, payment under a policy of insurance effected by it in respect
         of that risk; or

2.4      the injury loss or damage  arises out of the failure of the  Management
         Company to comply with paragraph 2 of this Schedule; or

2.5      the breakdown, absence, failure, interruption,  insufficiency or defect
         could  reasonably have been prevented or its effect  ameliorated by the
         exercise  by the  Management  Company of  reasonable  care,  attention,
         diligence and skill or those undertaking the Services on its behalf.

3.       The  Landlord  is not to be liable  for any injury to or loss or damage
         suffered  by the  Tenant  or its  successors  in title the  owners  and
         occupiers of the Premises or any part thereof caused by:

3.1      breakdown, absence, failure or insufficiency of the Services; or

3.2      defect in the Service  Media or plant,  machinery or apparatus  used in
         connection with the provision of the Services;

4.       The  Management  Company may at its  discretion  withhold add to extend
         vary or make any  alterations  to any of the Services from time to time
         if the Management  Company  reasonably  deems it desirable to do so for
         the more efficient  management  security and operation of the Estate or
         for the comfort of the owners and occupiers of the Estate generally.

5.       The Landlord shall procure the  Management  Company uses its reasonable
         endeavours  to  remedy or make good any  breakdown,  absence,  failure,
         insufficiency or defect of the Services or Service Media or other plant
         machinery or apparatus  referred to in paragraph 2 of this Part of this
         schedule,  for which the Management Company is responsible  pursuant to
         an obligation to the Landlord,  within a reasonable time after becoming
         aware of it, but neither the Landlord nor the Management  Company is to
         be held liable under this covenant:

5.1      for  anything  which the Tenant  covenants to repair or make good under
         this Lease; or

5.2      to the extent that the policy money due to the Management Company under
         any relevant  insurance  policy  effected by the Management  Company in
         respect of that matter has been wholly or partly refused or withheld in
         consequence of


                                     - 37 -
<PAGE>


         some act  neglect or default  of the  Tenant its  subtenants  or its or
         their or  employees  or  agents  or other  persons  under  its or their
         control.

6.       The Landlord shall procure the Management  Company  prepares as soon as
         possible  after,  and in any event no later than four months  after the
         end of, each  Financial  Year,  accounts  certified  by the  Accountant
         showing the  Expenditure  for that Financial Year and containing a fair
         summary of the  various  items  comprising  the  Expenditure  and shall
         procure the Management  Company  supplies a copy of the accounts to the
         Tenant and makes available the vouchers  supporting such summary to the
         Tenant (by prior appointment) for inspection, but:

6.1      if the receipts  recovered by the Management  Company in respect of any
         Financial Year, after making all proper provisions  including provision
         for bad or doubtful debts, is or would be less than its expenditure and
         outgoings,  the  Management  Company  may  include  the  amount  of the
         shortfall in the Expenditure for that or a subsequent Financial Year;

6.2      if and to the extent that the shortfall is due to a provision for a bad
         or doubtful debt owed to the  Management  Company by an owner lessee or
         occupant  of any of the part of the  Estate or other  person  liable to
         contribute to the Expenditure, the Management Company may apportion the
         shortfall  among the other persons  liable to contribute to Expenditure
         but only in the proportions in which they are between themselves liable
         so to contribute,  and any amount so apportioned to the Tenant shall be
         included in the Service Charge payable by the Tenant in respect of that
         or a subsequent Financial Year;

6.3      if the debt or part of it is later recovered,  the Landlord is to repay
         to the Tenant a due proportion of the amount the Landlord receives from
         the Management Company by way of repayment of that debt;

7.       If the total extent of property enjoying,  or capable of enjoying,  the
         benefit of any of the Services is increased or decreased on a permanent
         basis,  or extended on a like basis to any  adjoining  or  neighbouring
         property  and  the  percentage  of  the  Expenditure   payable  to  the
         Management  Company by the Landlord  pursuant,  to an obligation to the
         Management  Company is varied then the Service Charge  Percentage shall
         be varied  with  effect  from the date the  percentage  payable  by the
         Landlord is varied and the percentage  variation shall be determined by
         the Landlord or the Landlord's surveyor (acting reasonably)

8.       The Landlord  shall  procure the  Management  Company  uses  reasonable
         endeavours  to recover  sums  expended  or  liability  incurred  in the
         Financial  Year in which it expends the sum or incurs such liability or
         in the next following Financial Year but the Management Company and the
         Landlord  is  nevertheless  not  precluded  from  recovering  it  in  a
         subsequent Financial Year


                                     - 38 -

<PAGE>

                                     Part 3
                               Tenant's Covenants

         The Tenant covenants with the Landlord:

1.       On each of the usual quarter days in every year, to pay to the Landlord
         on account of the Service  Charge for that  Financial Year a quarter of
         such  sum as the  Landlord  has  specified  as a  fair  and  reasonable
         estimate of the  Service  Charge for that  Financial  Year based on the
         Expenditure for the previous Financial Year and anticipated Expenditure
         in the current Financial Year

2.       If the Service Charge for a Financial Year:

2.1      exceeds the total Advance Payments made by the Tenant in respect of it,
         to pay the excess to the Landlord on demand; or

2.2      is less than the total  Advance  Payments made by the Tenant in respect
         of it, the overpayment  will be credited to the Tenant against the next
         Advance Payment and (if appropriate) subsequent Advance Payments.

3.       On each of the usual quarter days in every year, to pay to the Landlord
         on account of the Development  Service Charge for that FinanciaL Year a
         quarter  of  such  sum as the  Landlord  has  specified  as a fair  and
         reasonable   estimate  of  the  Development  Service  Charge  for  that
         Financial Year.

4.       If the Development Service Charge for a Financial Year:

4.1      exceeds the total  Development  Advance  Payments made by the Tenant in
         respect of it, to pay the excess to the Landlord on demand; or

4.2      is less than the total Development  Advance Payments made by the Tenant
         in  respect  of it,  the  overpayment  will be  credited  to the Tenant
         against  the next  Development  Advance  Payment  and (if  appropriate)
         subsequent Development Advance Payments.

5.       To pay  Interest  on demand on any sum  properly  payable by the Tenant
         pursuant to this Part of this schedule which is not paid within 14 days
         after it becomes due.


                                     Part 4
                                  The Services

1.       Keeping the  Structural  Landscaping  in a neat and tidy  condition and
         properly  cultivated  and tending and  renewing  all plants  shrubs and
         trees within the Structural Landscaping as reasonably necessary.

2.       Maintaining repairing and when necessary renewing the Common Parts.

3.       Sweeping,  cleaning,  de-icing  and  gritting  the Main Estate Road and
         keeping the same clean and tidy.


                                     - 39 -
<PAGE>


4.       Employing such workmen and/or contractors  (including without prejudice
         to the generality of the foregoing landscape architects or contractors)
         as may be  reasonably  necessary in  connection  with the upkeep of the
         Common Parts and the provision of the Services.

5.       Insuring any risks for which the Management Company may be liable as an
         employer of persons working on the Estate or as the owner of the Common
         Parts or any part thereof as it shall reasonably think fit.

6.       Operating   maintaining  and  (if  necessary)   renewing  the  lighting
         apparatus  from time to time on the  Common  Parts and  providing  such
         additional  lighting apparatus as the Management Company may reasonably
         think fit.

7.       Paying all rates,  taxes,  duties,  charges,  assessments and outgoings
         whatsoever  (whether  parliamentary  parochial  local  or of any  other
         description)  assessed charged or imposed upon or payable in respect of
         the Common Parts except insofar as the same are the  responsibility  of
         the individual lessee of any Unit.

8.       Providing, maintaining,  repairing, replacing and lighting estate signs
         directions and other traffic signs and an estate directory board.

9.       Abating a nuisance  and  executing  such works as may be  necessary  to
         comply with a notice served by a Local Authority in connection with the
         Common Parts,  except insofar as it the liability of or attributable to
         the fault of an individual owner (including the Landlord in relation to
         parts of the Estate (other than the Common Parts) of which the freehold
         interest is for the time being vested in the Landlord).

10.      Preparing  and supplying to the owners and lessees of the Estate copies
         of any regulations made by the Management  Company governing the use of
         the Common Parts.

11.      Generally  managing  and  administering  the Common  Parts and for that
         purpose  employing  a firm  of  managing  agents  and  (insofar  as the
         Management Company thinks fit) enforcing, or attempting to enforce, the
         observance  of the  covenants  of an owner or  lessee  of a part of the
         Estate  (the  costs  of  such   enforcement   action  forming  part  of
         Expenditure  only to the extent  that they are not  recovered  from the
         defaulting owner or lessee).

12.      Employing such solicitors,  auditors, accountants or other professional
         persons as the Management  Company  reasonably thinks fit in connection
         with the  administration  and management of the Management  Company the
         Common Parts the Expenditure and the Services.

13.      Complying  with  the  requirements  and  directions  of  any  competent
         authority and with the  provisions of all statutes and all  regulations
         orders and bye-laws made thereunder relating to the Common Parts except
         insofar as such  compliance  is the  responsibility  of any  individual
         owner or lessee or any part of the Estate.


                                      -40-
<PAGE>


14.      The purchase, hire maintenance, renewal and insurance of such equipment
         as the  Management  Company  from  time  to time  reasonably  considers
         necessary  or  desirable  for the  carrying  out of the acts and things
         mentioned in this Schedule.

15.      (At  the  absolute  discretion  of the  Management  Company)  providing
         security at the Estate  including  such closed  circuit  television  or
         other surveillance apparatus as the Management Company thinks fit.

16.      Administering  the  Management  Company  itself and  arranging  for all
         necessary  meetings  thereof to be held and complying with all relevant
         statutes and regulations  and orders  thereunder and (if the Management
         Company  thinks fit)  employing a suitable  person or firm to deal with
         these matters.

17.      The provision  maintenance  and renewal of any other  equipment and the
         provision of any other service which in the  reasonable  opinion of the
         Management  Company it is reasonable to provide in the interest of good
         estate management.

                                     Part 5
           Landlord's covenants in relation to the Landlord's Services

1.       The  Landlord  covenants  with the  Tenant to  provide  the  Landlord's
         Services set out in Part 6, but:

1.1      the  Landlord is not to be held  responsible  for damage  caused by any
         want of repair to, or defects in the  Development  Common  Parts unless
         and until  notice in  writing  of the want of repair or defect has been
         given to the Landlord  (whether by the Tenant or the lessee or occupier
         of any other part of the  Development)  and the  Landlord has failed to
         make good or remedy  the want of repair or defect  within a  reasonable
         time after receipt of the notice or (in case of  emergency)  has failed
         to effect such temporary repair as may be practicable;

1.2      nothing  in this  covenant  prejudices  the  right of the  Landlord  to
         recover  from the Tenant or any other person the amount or value of any
         loss or damage suffered by or caused to the Landlord or the Development
         Common Parts by the  negligence or other wrongful act or default of the
         Tenant or other person;

1.3      in supplying the Landlord's Services,  the Landlord may employ managing
         agents  contractors  or such other  suitably  qualified  persons as the
         Landlord may from time to time reasonably  think fit, whose  reasonable
         and  proper  fees,  salaries,   charges  and  expenses  (including  any
         irrecoverable  Value  Added  Tax) are to form  part of the  Development
         Service Charge;

2.       The  Landlord  is not to be liable  for any injury to or loss or damage
         suffered  by the  Tenant  or its  successors  in title the  owners  and
         occupiers of the Premises or any part thereof caused by:

2.1      breakdown,   absence,   failure  or  insufficiency  of  the  Landlord's
         Services; or

2.2      defect in the Service  Media or plant,  machinery or apparatus  used in
         connection with the provision of the Landlord's Services; unless:


                                     - 41 -
<PAGE>


2.2.1    the injury  loss or damage is covered  by, and the  Landlord  receives,
         payment  under a policy of insurance  effected by it in respect of that
         risk; or

2.2.2    the injury loss or damage  arises out of the failure of the Landlord to
         comply with paragraph 1 of this Part of this Schedule; or

2.2.3    the breakdown, absence, failure, interruption,  insufficiency or defect
         could  reasonably have been prevented or its effect  ameliorated by the
         exercise by the Landlord of reasonable care,  attention,  diligence and
         skill or those undertaking the Landlord's Services on its behalf.

3.       The Landlord's liability in respect of breach of obligations under this
         schedule is to cease on any transfer of the Landlord's  interest in the
         reversion to this Lease.

4.       The Landlord may at its discretion  withhold add to extend vary or make
         any alterations to any of the Landlord's  Services from time to time if
         the  Landlord  reasonably  deems  it  desirable  to do so for the  more
         efficient  management  security and operation of the Development or for
         the comfort of the owners and occupiers of the Development generally.

5.       To use its reasonable  endeavours to remedy or make good any breakdown,
         absence, failure, insufficiency or defect of the Landlord's Services or
         other plant  machinery or apparatus  referred to in paragraph 2 of this
         Part of this schedule, for which the Landlord is responsible under this
         Lease,  within a reasonable  time after  becoming  aware of it, but the
         Landlord is not to be held liable under this covenant:

5.1      for  anything  which the Tenant  covenants to repair or make good under
         this Lease; or

5.2      to the  extent  that the  policy  money due to the  Landlord  under any
         relevant  insurance  policy effected by the Landlord in respect of that
         matter has been wholly or partly  refused or withheld in consequence of
         some act  neglect or default  of the  Tenant its  subtenants  or its or
         their or  employees  or  agents  or other  persons  under  its or their
         control.

                                     Part 6
                              Landlord's Services

1.       Keeping the landscaping in the  Development  Common Parts in a neat and
         tidy  condition  and properly  cultivated  and tending and renewing all
         plants shrubs and trees within the landscaping as reasonably necessary.

2.       Maintaining  repairing  and when  necessary  renewing  the  Development
         Common Parts including  keeping the Development Road in good repair and
         condition  and to a  standard  capable  of  adoption  by  the  relevant
         authority.

3.       Sweeping,  cleaning,  de-icing and gritting  the  Development  Road and
         keeping the same clean and tidy.

4.       Employing such workmen and/or contractors  (including without prejudice
         to the generality of the foregoing landscape architects or contractors)
         as may be


                                     - 42 -
<PAGE>


         reasonably  necessary in connection  with the upkeep of the Development
         Common Parts and the provision of the Landlord's Services.

5.       Insuring  any risks for which the Landlord may be liable as an employer
         of  persons  working  on  the  Development  or  as  the  owner  of  the
         Development  Common  Parts or any part  thereof as it shall  reasonably
         think fit.

6.       Operating   maintaining  and  (if  necessary)   renewing  the  lighting
         apparatus  from  time to  time  on the  Development  Common  Parts  and
         providing  such  additional  lighting  apparatus  as the  Landlord  may
         reasonably think fit.

7.       Paying all rates,  taxes,  duties,  charges,  assessments and outgoings
         whatsoever  (whether  parliamentary  parochial  local  or of any  other
         description)  assessed charged or imposed upon or payable in respect of
         the  Development  Common  Parts  except  insofar  as the  same  are the
         responsibility  of  the  individual  lessee  of  any  Unit,  or of  the
         Management Company.

8.       Abating a nuisance  and  executing  such works as may be  necessary  to
         comply with a notice served by a Local Authority in connection with the
         Development  Common  Parts,  except  insofar as it the  liability of or
         attributable to the fault of an individual owner.

9.       Preparing  and  supplying to the owners and lessees of the  Development
         copies of any regulations made by the Landlord governing the use of the
         Development Common Parts.

10.      Generally  managing and administering the Development  Common Parts and
         for that  purpose,  if the  Landlord  thinks  fit,  employing a firm of
         managing agents and (insofar as the Landlord thinks fit) enforcing,  or
         attempting to enforce,  the  observance of the covenants of an owner or
         lessee  of a part of the  Development  (the  costs of such  enforcement
         action  forming  part of the  Development  Service  Charge  only to the
         extent  that  they  are not  recovered  from  the  defaulting  owner or
         lessee).

11.      Employing such solicitors,  auditors, accountants or other professional
         persons as the Landlord  reasonably  thinks fit in connection  with the
         administration  and management of the Development  Common Parts and the
         Landlord's Services.

12.      Complying  with  the  requirements  and  directions  of  any  competent
         authority and with the  provisions of all statutes and all  regulations
         orders and bye-laws made thereunder  relating to the Development Common
         Parts except insofar as such  compliance is the  responsibility  of any
         individual owner or lessee,  any part of the Estate,  or the Management
         Company.

13.      (At  the  absolute  discretion  of the  Landlord  but at all  times  in
         accordance  with the  principles of good estate  management and for the
         benefit of the tenants on the  Development)  providing  security at the
         Development   including  such  closed   circuit   television  or  other
         surveillance apparatus as the Landlord thinks fit.

14.      The provision  maintenance  and renewal of any other  equipment and the
         provision of any other service which in the  reasonable  opinion of the
         Landlord  it is  reasonable  to provide in the  interest of good estate
         management.


                                     - 43 -
<PAGE>


                                   SCHEDULE 5
                              Guarantee provisions

                                     Part 1
                        Form of guarantee on assignment

1.       Guarantee

1.1      The  Guarantor  guarantees to the Landlord that the Tenant will pay the
         rents  reserved by, and perform and observe the Tenant's  covenants in,
         this Lease, and the Guarantor will pay and make good to the Landlord on
         demand any losses, damages, costs, and expenses suffered or incurred by
         the Landlord if the Tenant fails to do so.

1.2      The  guarantee in paragraph 1.1 remains in force for so long as, and to
         the extent that,  the Tenant is not released by law from  liability for
         the Tenant's covenants in this Lease.

1.3      The  Guarantor  also  guarantees  to the Landlord  that the Tenant will
         observe and  perform its  obligations  under any  authorised  guarantee
         agreement  to be  entered  into by the  Tenant  under the terms of this
         Lease, and will pay and make good to the Landlord on demand any losses,
         damages, costs and expenses suffered or incurred by the Landlord if the
         Tenant fails to do so.

1.4      For the purposes of this  guarantee,  references to the "Tenant" are to
         the  assignee of this Lease in relation  to whom the  guarantee  to the
         Landlord is given, and none other.


2.       No waiver or release of liability

         The  Guarantor  will  not  be  released  from  liability   under  these
         provisions because of:

2.1      forbearance,  the granting of time or other indulgence of the Landlord;
         or

2.2      a variation of this Lease which does not  substantially  alter the size
         of the Premises or reflects in a new material  obligation being imposed
         on the Tenant,  whether or not made with the consent of the  Guarantor,
         and the  guarantee of the  Guarantor in paragraph  1.1 is to operate in
         relation to this Lease as it may be varied from time to time.


3.       Guarantor to accept new lease upon disclaimer

3.1      If  this  Lease  is  terminated  by  re-entry  by  the  Landlord  or by
         disclaimer,  the Guarantor will (on notice given by the Landlord within
         three  months after the date of  termination)  take from the Landlord a
         lease of the Premises.

3.2      The lease to be granted to the Guarantor  under  paragraph 3.1 is to be
         on the following terms:


                                      -44-
<PAGE>


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

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

3.2.3    the lease is otherwise to be on the same terms and  conditions as would
         have applied under this Lease if it had not been terminated; and

3.2.4    the Guarantor is to succeed to the rights, and assume the liability, of
         the Tenant under this Lease as if this Lease had not been terminated.

4.       Subordination of rights of the Guarantor

4.1      The provisions of paragraph 4.2 are to apply unless the Landlord has no
         subsisting  claim  against  the Tenant for  non-payment  of rent or for
         breach of obligation under this Lease.

4.2      The Guarantor may not:

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

4.2.2    (in competition with the Landlord)  claim,  prove or accept any payment
         in a winding-up, liquidation, bankruptcy, composition with creditors or
         other form of arrangement  on the  insolvency of the Tenant,  for money
         owing to the Guarantor by the Tenant; nor

4.2.3    exercise  any right or  remedy in  respect  of any  amount  paid by the
         Guarantor  under this Lease or any liability  incurred by the Guarantor
         in observing,  performing or discharging  the obligations and covenants
         of the Tenant.

4.3      The Guarantor  warrants that it has not taken,  and undertakes with the
         Landlord that it will not without the consent of the Landlord take, any
         security from the Tenant in respect of this  guarantee and, if security
         is  nevertheless  taken,  it is to be held on trust for the Landlord as
         security  for  the  respective  liabilities  of the  Guarantor  and the
         Tenant.


                                     - 45 -
<PAGE>


                                     Part 2
                     Form of authorised guarantee agreement


1.       Guarantee

1.1      The  Guarantor  guarantees to the Landlord that the Tenant will pay the
         rents  reserved by, and perform and observe the Tenant's  covenants in,
         this Lease, and the Guarantor will pay and make good to the Landlord on
         demand any losses, damages, costs, and expenses suffered or incurred by
         the Landlord if the Tenant fails to do so.

1.2      The  guarantee in paragraph 1.1 remains in force for so long as, and to
         the extent that,  the Tenant is not released by law from  liability for
         the Tenant's covenants in this Lease.

1.3      For the purposes of this  guarantee,  references to the "Tenant" are to
         the  assignee of this Lease in relation  to whom the  guarantee  to the
         Landlord is given, and none other and references to the "Guarantor" are
         to the existing Tenant giving the guarantee to the Landlord

2.       No waiver or release of liability

         The  Guarantor  will  not  be  released  from  liability   under  these
         provisions because of:

2.1      forbearance,  the granting of time or other indulgence of the Landlord;
         or

2.2      a variation of this Lease which does not  substantially  alter the size
         of the Premises or does not result in a material new  obligation  being
         imposed  on the  Tenant,  whether  or not made with the  consent of the
         Guarantor,  and the  guarantee of the  Guarantor in paragraph 1.1 is to
         operate  in  relation  to this  Lease as it may be varied  from time to
         time.

3.       Guarantor to accept new lease upon disclaimer

3.1      If this Lease is  terminated  by  disclaimer,  the  Guarantor  will (on
         notice  given by the  Landlord  within  three  months after the date of
         termination) take from the Landlord a lease of the Premises.

3.2      The lease to be granted to the Guarantor  under  paragraph 3.1 is to be
         on the following terms:

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

3.2.2    the yearly rent is to be the same as would have been payable under this
         Lease if it had not been  terminated  and, if a rent  review  operative
         from a  review  date  before  the  grant  of the  lease  had  not  been
         completed, the Guarantor will


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<PAGE>


         complete the rent review with the Landlord as if it had been the Tenant
         under this Lease in order to establish the commencing yearly rent under
         the lease;

3.2.3    the lease is otherwise to be on the same terms and  conditions as would
         have applied under this Lease if it had not been terminated; and

3.2.4    the Guarantor is to succeed to the rights, and assume the liability, of
         the Tenant under this Lease as if this Lease had not been terminated.

4.       Subordination of rights of the Guarantor

4.1      The provisions of paragraph 4.2 are to apply unless the Landlord has no
         subsisting  claim  against  the Tenant for  non-payment  of rent or for
         breach of obligation under this Lease.

4.2      The Guarantor may not:

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

4.2.2    (in competition with the Landlord)  claim,  prove or accept any payment
         in a winding-up, liquidation, bankruptcy, composition with creditors or
         other form of arrangement  on the  insolvency of the Tenant,  for money
         owing to the Guarantor by the Tenant; nor

4.2.3    exercise  any right or  remedy in  respect  of any  amount  paid by the
         Guarantor  under this Lease or any liability  incurred by the Guarantor
         in observing,  performing or discharging  the obligations and covenants
         of the Tenant.

4.3      The Guarantor  warrants that it has not taken,  and undertakes with the
         Landlord that it will not without the consent of the Landlord take, any
         security from the Tenant in respect of this  guarantee and, if security
         is  nevertheless  taken,  it is to be held on trust for the Landlord as
         security  for  the  respective  liabilities  of the  Guarantor  and the
         Tenant.


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<PAGE>


Signed as a deed on behalf of FAIR, ISAAC    )
INTERNATIONAL UK CORPORATION,                )
a company incorporated in California by      )
Hank J. Evenhuis
and Jonathan R. Bond                         )
being persons who, in accordance with the    )
laws of that territory, are acting under the )
authority of the company                     )



                             Authorised Signatory  /s/ Hank J. Evenhuis
                                                 ------------------------
                                                    Hank J. Evenhuis
                                                          CFO


                             Authorised Signatory  /s/ Jonathan R. Bond
                                                  -----------------------
                                                    Jonathan R. Bond















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