Exhibit 10.26



                  DATED_________________________________2004




                        POLYCOM (UNITED KINGDOM) LIMITED



                                     - to -



                          CLICKSOFTWARE EUROPE LIMITED


                  __________________________________________

         Counterpart/

                                   UNDERLEASE

                               Premises known as

                            Part of the Ground Floor
                    Building 589 (Postal No. 270) Bath Road
                        Trading Estate Slough Berkshire


                  ___________________________________________







                                Druces & Attlee
                                Salisbury House
                                  London Wall
                                London EC2M 5PS
                               Tel: 020 7638 9271
                               Fax: 020 7628 7525
                                   Ref: 61/73

<PAGE>



                                   CONTENTS

Clause                                                                 Page No.
------                                                                 --------

1     Definitions..........................................................1

2     Interpretation.......................................................3

3     Demise...............................................................4
   3.1      Rent...........................................................4
   3.2      Additional Rent................................................4

4     Tenant's Covenants...................................................4
   4.1      Payment of rents...............................................4
   4.2      PAYMENT OF BUSINESS RATES......................................5
   4.3      Interest on late payments......................................5
   4.4      Interior painting..............................................5
   4.5      Repair.........................................................5
   4.6      Yielding Up....................................................5
   4.7      Reinstatement..................................................6
   4.8      Landlord's access..............................................6
   4.9      Default remedies of the Landlord...............................6
   4.10     Signs and aerials..............................................6
   4.11     Use............................................................7
   4.12     Nuisance.......................................................7
   4.13     Estate Regulations.............................................8
   4.14     Acts prejudicial to insurance..................................8
   4.15     Safeguarding the Premises......................................8
   4.16     Planning Applications..........................................9
   4.17     Alterations....................................................9
   4.18     Statutory obligations..........................................9
   4.19     Alienation.....................................................9
   4.20     Registration of dealings......................................12
   4.21     Reletting and sale boards.....................................12
   4.22     Costs of licences and notices as to breach of covenant........12
   4.23     Indemnity.....................................................13
   4.24     VAT...........................................................13
   4.25     Defects.......................................................13
   4.26     Prohibited uses...............................................14
   4.27     Headlease.....................................................14

5     Landlord's Covenants................................................14
   5.1      Quiet enjoyment...............................................14
   5.2      Insurance.....................................................14
   5.3      Services......................................................15
   5.4      Head Lease....................................................15

6     Conditions..........................................................15
   6.1      Re-possession on Tenant's default.............................15
   6.2      Benefit of insurance and abatement of rent....................16
   6.3      Notices.......................................................17

7     EXCLUSION OF 1954 ACT...............................................17

8     Contract (Rights of Third Parties) Act 1999.........................17

9     Certificate.........................................................17

10       Tenant's Option to Determine.....................................18

11       Declaration as to Non-Market Rent................................18

FIRST SCHEDULE Description of the Building and Fixtures...................18

SECOND SCHEDULE Part 1 The Rights.........................................18

Part 2 The Exceptions and Reservations....................................19

THIRD SCHEDULE Obligations of the Surety..................................20

FOURTH SCHEDULE Part 1 Service Charge for the Building....................22

Part 2 Calculation of the Service Charge and the costs of
  services provided to the Building.......................................24

<PAGE>

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

Date of this Deed             :                      2004

Landlord                      :    POLYCOM (UNITED KINGDOM) LIMITED

Registered office             :    270 Bath Road Slough Berkshire SL1 4DX

Company Registration No.      :    03726386

Tenant                        :    CLICKSOFTWARE EUROPE LIMITED

Registered office             :    65 Cavendish Square  London  W1G 7LL

Company Registration No.      :    03033615

Estate                        :    the area from time to time comprising the
                                   Superior Landlord's estate known as Trading
                                   Estate Slough of which the Premises form
                                   part

Building                      :    the building and land known as Building 589
                                   (Postal No. 270) Bath Road Trading Estate
                                   Slough Berkshire as more particularly
                                   described in the Head Lease

Commencement Date             :    the date hereof

Term                          :    A term of years starting on and including
                                   the date hereof and ending on and including
                                   13th September 2007

Rent Commencement Date        :    [A date nine months from the Commencement
                                   Date] 2005

Rent                          :    (pound)64,000 per annum subject to review
                                   as provided in this Lease

Permitted Use                 :    a use within Class Bl of the Schedule to
                                   the Town and Country Planning (Use Classes)
                                   Order 1987

<PAGE>


THIS LEASE is made on the date and between the parties stated in the
Particulars


WITNESSES as follows:


1      DEFINITIONS

       In this Lease the following expressions have the meanings indicated:

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

       "Authorised Guarantee Agreement"          has the meaning defined in and
                                                 for the purposes of Section 16
                                                 of the Act and the form of
                                                 such Agreement shall be as
                                                 reasonably required by the
                                                 Landlord

       "Bin Store"                               the bin store in the position
                                                 shown hatched blue on Plan A

       "Building"                                means the building as described
                                                 in the Head Lease

       "Common Parts"                            car parking areas roadways
                                                 forecourts yards landscaped
                                                 areas plant machinery
                                                 equipment and Conducting Media
                                                 serving the aforesaid and in
                                                 respect of which the Premises
                                                 derive a benefit but not any
                                                 premises constructed intended
                                                 or adapted for occupation

       "Conducting Media"                        all sewers drains pipes wires
                                                 watercourses subways cables
                                                 apparatus conduits and any
                                                 other media or works for the
                                                 conduct or transmission of any
                                                 service matter or material
                                                 which for the avoidance of
                                                 doubt shall include cabling
                                                 for security equipment access
                                                 control and telecommunications
                                                 but does not include any air
                                                 conditioning plant or
                                                 equipment

       "Full Reinstatement Value"                the costs (including
                                                 demolition professional fees
                                                 and any value added tax
                                                 payable) which would be likely
                                                 to be incurred in carrying out
                                                 repair or reinstatement in
                                                 accordance with the
                                                 requirements of this Lease at
                                                 the time when such repair or
                                                 reinstatement is likely to
                                                 take place having regard to
                                                 current building techniques
                                                 and materials

       "Head Lease"                              a lease dated 15 January 1998
                                                 made between the Superior
                                                 Landlord (1) and Picturetel UK
                                                 Limited (2) as varied by a
                                                 Deed of Variation dated 7
                                                 April 2003 made between the
                                                 Superior Landlord (1) and the
                                                 Landlord (2)

       "Insured Risks"                           fire lightning earthquake
                                                 explosion aircraft riot storm
                                                 tempest flood burst pipes
                                                 malicious damage and impact
                                                 damage and such other
                                                 insurable risks and on such
                                                 terms and subject to such
                                                 exclusions as the Superior
                                                 Landlord may from time to time
                                                 consider reasonably necessary
                                                 but excluding any risks which
                                                 the Superior Landlord shall
                                                 reasonably decide acting
                                                 properly and reasonably from
                                                 time to time not to include in
                                                 any policy (on the grounds of
                                                 unavailability of insurance
                                                 cover for that risk or
                                                 otherwise) but so that the
                                                 Landlord shall give at least
                                                 fourteen days' prior notice in
                                                 writing to the Tenant of any
                                                 risk ceasing to be covered by
                                                 any policy

       "Loss of Rent"                            the loss of the rent first
                                                 reserved by clause 3 for such
                                                 period (being not less than
                                                 three years) as may reasonably
                                                 be required by the Superior
                                                 Landlord from time to time
                                                 having regard to the likely
                                                 period required for
                                                 reinstatement in the event of
                                                 both partial and total
                                                 destruction

       "Plan A"                                  the plan annexed hereto marked
                                                 Plan A

       "Plan B"                                  the plan annexed hereto marked
                                                 Plan B

       "Planning Acts"                           includes the Town and Country
                                                 Planning Act 1990 the Planning
                                                 (Listed Buildings and
                                                 Conservation Areas) Act 1990
                                                 the Planning (Hazardous
                                                 Substances) Act 1990 and the
                                                 Planning (Consequential
                                                 Provisions) Act 1990

       "Premises"                                means the part the ground
                                                 floor of the Building shown
                                                 edged red on Plan B and which
                                                 shall include where they exist
                                                 and where the context so
                                                 admits:-

                                                 (i)   the doors door frames
                                                       internal glazing
                                                       equipment and fitments
                                                       serving the Premises

                                                 (ii)  the internal plaster
                                                       and other internal
                                                       surfaces of load
                                                       bearing walls and
                                                       columns within the
                                                       Premises and of walls
                                                       dividing the Premises
                                                       from other parts of
                                                       the Building or
                                                       adjoining property

                                                 (iii) the inner half
                                                       severed medially of
                                                       internal non load
                                                       bearing walls
                                                       dividing the Premises
                                                       from the other parts
                                                       of the Building and
                                                       the whole of all non
                                                       load bearing walls
                                                       wholly within the
                                                       Premises

                                                 (iv)  the flooring raised
                                                       floors and floor
                                                       screeds down to the
                                                       joists or other
                                                       structural parts
                                                       supporting the
                                                       flooring of the
                                                       Premises

                                                 (vi)  the plaster or other
                                                       surfaces of the
                                                       ceilings and the
                                                       whole of any false
                                                       ceilings within the
                                                       Premises and the
                                                       voids between the
                                                       ceiling and any false
                                                       ceilings

                                                 but excluding the structural
                                                 parts load bearing framework
                                                 roofs foundations joists and
                                                 external walls external
                                                 glazing and all air
                                                 conditioning plant and
                                                 equipment of the Building (or
                                                 any other building erected in
                                                 its place)

       "Prescribed Rate"                         three per centum above the
                                                 Base Rate of National
                                                 Westminster Bank PLC from time
                                                 to time (or such other
                                                 clearing bank as the Landlord
                                                 shall nominate) or (if such
                                                 rate shall cease to be
                                                 published) such other
                                                 reasonable or comparable rate
                                                 as the Landlord shall from
                                                 time to time designate

       "Service Charge"                          means the aggregate of the
                                                 costs and liabilities referred
                                                 to in Part 1 of the Fourth
                                                 Schedule hereto

       "Superior Landlord"                       means Slough Trading Estate
                                                 Limited and its successors in
                                                 title and assigns

       "Tenant's Proportion of the Service       means 8.305% of the Service
       Charge"                                   Charge

2        INTERPRETATION

2.1      The expressions "the Landlord" and "the Tenant" shall wherever
         the context so admits include their respective successors in
         title (but subject so far as the Tenant is concerned to the
         provisions of the Act as to the liability on the Tenant (being
         the original tenant) or its successors in title on the Tenant's
         covenants and other obligations herein)

2.2      Where the Landlord, Tenant or the Surety (if any) for the time
         being are two or more persons the terms "the Landlord", "the
         Tenant" or "the Surety" (if any) include the plural number and
         obligations expressed or implied to be made by such party are
         deemed to be made by such persons jointly and each of them
         severally

2.3      Words importing one gender include all other genders and words
         importing the singular include the plural and vice versa

2.4      References in this Lease to any statute or legislation (whether
         specific or general) include any other statute or legislation
         replacing amending or supplementing the same and any orders
         regulations bye-laws notices permissions approvals or consents
         thereunder

3        DEMISE

         The Landlord with full title guarantee hereby demises to the Tenant
         the Premises together with the Rights referred to in Part 1 of the
         Second Schedule but subject to the Exceptions and Reservations
         referred to in Part 2 of the Second Schedule to hold to the Tenant for
         the Term starting on the Commencement Date yielding and paying
         therefor during the Term:

3.1      RENT

         yearly the Rent to be paid without any deduction or set off by equal
         quarterly payments in advance on the Twenty-fifth day of March the
         Twenty-fourth day of June the Twenty-ninth day of September and the
         Twenty-fifth day of December in every year the first payment for the
         period from and including the Rent Commencement Date up to and
         including the day immediately preceding the quarter day next after
         such date to be made on the Rent Commencement Date

3.2      ADDITIONAL RENT

         as additional rent the sums payable by the Tenant in respect of the
         Service Charge pursuant to and in accordance with the Fourth Schedule
         such sums to be paid as there stated and recoverable by distress in
         the same way as rent in arrear

4        TENANT'S COVENANTS

         The Tenant covenants with the Landlord as follows:

4.1      PAYMENT OF RENTS

         To pay the respective rents and sums of money reserved and made
         payable at the times and in the manner in which the same are set out
         or referred to in clause 3 without any deduction or set off and to
         make all such payments to the Landlord on the due date through the
         Tenant's bankers by the direct debit system

4.2      PAYMENT OF BUSINESS RATES

         To bear pay and discharge all existing and future Uniform Business
         Rates now or at any time or times during the Term assessed or imposed
         or charged upon or payable in respect of the Premises PROVIDED THAT if
         the partition wall referred to in clause 10.3 is not erected and the
         local rating authority should charge the Tenant in respect of any area
         beyond the extent of the Premises ("the extended area") the Landlord
         hereby agrees that the Tenant shall not be liable for paying any
         Uniform Business Rates applicable to any such extended area and the
         Landlord further agrees to indemnify the Tenant forthwith against any
         such charge.

4.3      INTEREST ON LATE PAYMENTS

         If the Tenant shall fail to pay any rents or any other sum payable
         under this Lease within 14 days of when the same is due (whether
         formally demanded or not) to pay to the Landlord as additional rent
         (but without prejudice to any other rights of the Landlord including
         those under clause 6) interest on all such rents or other sums from
         the due date for payment until the date actually paid at the
         Prescribed Rate current at such due date and any such interest shall
         be recoverable by the Landlord as rent in arrear

4.4      INTERIOR PAINTING

         In the last year of the Term to prepare and paint all the interior of
         the said building where usually or previously so painted in a good and
         workmanlike manner (all such painting to be carried out in colours and
         patterns first approved in writing by the Landlord (such approval not
         to be unreasonably withheld or delayed))

4.5      REPAIR

         Well and substantially to repair and maintain the Premises save for
         any defects or repairs arising out of inherent defects in the Premises
         (damage by any of the Insured Risks excepted unless the insurance
         moneys are withheld in whole or in part or the policy avoided by
         reason of any act or omission on the part of the Tenant or any
         undertenant or any employee or invitee of either of them) and at all
         times to keep the same in good and substantial repair and condition
         and so repaired cleaned painted and maintained and further to keep all
         parts of the Premises clean and tidy and free from rubbish and waste
         materials

4.6      YIELDING UP

         At the expiration or sooner determination of the Term to yield up the
         Premises in good and substantial repair and consistent with the full
         and due compliance by the Tenant with its obligations under this Lease
         and to remove such tenant's trade fixtures and fittings and any signs
         erected by or at the instance of the Tenant making good any damage
         caused by such removal

4.7      REINSTATEMENT

         4.7.1    Before the expiry or sooner determination of the Term
                  (unless or to the extent otherwise required in writing by
                  the Landlord) to carry out such works as shall be necessary
                  in order to ensure that the Premises or such part or parts
                  of them as may be required by the Landlord or the Superior
                  Landlord conform with the description in the First Annexure
                  (so far as the same relates to the Premises)

         4.7.2    All such works shall be carried out to the reasonable
                  satisfaction of the Landlord and the Superior Landlord and
                  the Tenant shall apply for any necessary planning permission
                  or approval which may be required under the Planning Acts or
                  other legislation

4.8      LANDLORD'S ACCESS

         Subject to giving not less than 48 hours prior notice (except in an
         emergency when no notice shall be required) to permit the Landlord the
         Superior Landlord or their respective agents at all times during the
         Term during reasonable hours in the day (or at any time in the case of
         emergency) with or without workmen and others to enter the Premises
         for the purpose of ascertaining that the covenants and conditions of
         this Lease have been performed and observed by the Tenant and
         examining (including opening up floors walls and ceilings where
         necessary to examine subject to the Landlord making good any such
         works or damage as soon as possible to the Tenant's reasonable
         satisfaction) the state of repair and condition of the Premises or for
         the purpose of taking inventories of the Landlord's fixtures or of
         carrying out works on the adjoining property of the Landlord and of
         exercising any of the Exceptions and Reservations referred to in Part
         2 of the Second Schedule the persons exercising such rights of entry
         causing as little inconvenience as reasonably practicable and making
         good any damage caused as soon as reasonably practicable

4.9      DEFAULT REMEDIES OF THE LANDLORD

         If within three months after service of a notice from the Landlord
         requiring the Tenant to remedy any breach of covenant relating to the
         state of repair or condition of the Premises for which the Tenant is
         responsible hereunder (or earlier in case of emergency) the Tenant
         shall not have commenced and diligently proceeded with such works then
         to permit the Landlord to enter upon the Premises and execute all or
         any such works and the Landlord's proper costs and expenses (including
         the Landlord's surveyors and other proper professional fees in
         connection therewith) together with interest thereon at the Prescribed
         Rate (current at the date three months after service of such notice)
         for the period from the date that such is requested to the date of
         payment shall be a debt due from the Tenant to the Landlord and be
         forthwith recoverable as rent in arrear

4.10     SIGNS AND AERIALS

         Not to erect any pole mast or aerial or erect or display any sign
         noticeboard or advertisement on any part of the Premises except a
         sign approved by the Landlord and the Superior Landlord indicating
         the name of the Tenant in a position approved by the Landlord such
         approvals to be in writing which shall not be unreasonably withheld
         or delayed)

4.11     USE

         4.11.1   Not to use the Premises or any part thereof otherwise than
                  for the Permitted Use and not at any time to store anything
                  on any part of the Premises outside the building erected
                  thereon other than in any area specifically designed for
                  such storage

         4.11.2   To use only for the parking of vehicles those parts of the
                  Premises designated for such purpose

         4.11.3   To ensure that all refuse rubbish and waste is placed in
                  secure and closed containers designed for that purpose and
                  location in the Bin Store and to take all reasonable
                  measures to prevent escape of refuse rubbish or waste
                  material from such containers

4.12     NUISANCE

         4.12.1   Not to use the Premises or any part of them for any illegal
                  purpose nor to carry out on or from the Premises any noisy
                  noxious dangerous or offensive act activity or business nor
                  anything which may be or become a nuisance damage annoyance
                  or inconvenience to the Landlord the Superior Landlord or
                  any of their tenants or the occupiers of any premises in the
                  neighbourhood and in particular not to do or permit to be
                  done anything which might cause electronic or radio
                  interference with any adjoining or neighbouring premises

         4.12.2   Not to do anything which would or might lead to any
                  contamination of the Premises or pollution of the
                  environment or lead to the pollution obstruction damaging or
                  overloading of the Conducting Media and if the Tenant causes
                  such pollution following the date hereof to carry out (or at
                  the Landlord's election to pay to the Landlord the proper
                  costs and fees of carrying out) all works necessary to
                  remedy the contamination or pollution or to remove the
                  source of the contamination or pollution created by the
                  Tenant and for the avoidance of doubt this obligation shall
                  not apply to any pollution or contamination in existence
                  prior to the date hereof

         4.12.3   Where the Tenant has failed to observe any of the
                  obligations in this clause 4.12 to pay to the Landlord or
                  the Superior Landlord the proper costs incurred by it in
                  obtaining such reports as the Landlord or Superior Landlord
                  may reasonably require to establish what damage or harm may
                  have been caused to the Premises or other property of the
                  Landlord or the Superior Landlord and the remedial cleaning
                  or other works necessary

         4.12.4   Not to discharge or allow to enter into any underground or
                  other waters any poisonous noxious or harmful effluent
                  liquid or substance

4.13     ESTATE REGULATIONS

         To observe such reasonable regulations as may from time to time
         be made by the Landlord or the Superior Landlord for the
         purposes of good estate management (it being understood and
         noted by the Parties that none exist at the date hereof)

4.14     ACTS PREJUDICIAL TO INSURANCE

         4.14.1   Not to do anything as a result of which any policy of
                  insurance against damage to the Premises or to any
                  neighbouring premises may be prejudiced or payment of the
                  policy moneys may be withheld in whole or in part or whereby
                  the rate of premium in respect of any such insurance may be
                  increased (unless the Tenant pays the increased premium) and
                  to give notice to the Landlord forthwith upon the happening
                  of any event which might affect any insurance policy
                  relating to the Premises Provided that the Landlord agrees
                  to supply the Tenant with a summary of the terms of and
                  conditions of such policy of insurance and evidence of
                  payment of the premium upon written request not more than
                  once in each year of the Term together with any changes
                  thereto as soon as possible following such changes

         4.14.2   In relation to the insurance effected by the Landlord in
                  respect of the Premises following a claim to pay to the
                  Landlord any excess required by the insurers (provided that
                  the Landlord will use its reasonable endeavours to keep this
                  as low as practicable or by the Landlord on demand by the
                  Landlord following any damage or destruction by any Insured
                  Risks where such excess would be applicable to any claim in
                  respect of such damage or destruction

4.15     SAFEGUARDING THE PREMISES

         4.15.1   With respect to fire precautions and safeguarding the
                  Premises against damage by any of the Insured Risks or
                  otherwise to comply with all requirements and reasonable
                  recommendations of the insurers of the Premises or the
                  relevant insurance brokers or of the fire brigade or local
                  authority and the reasonable requirements of the Landlord
                  and the Superior Landlord

         4.15.2   Not to store or bring on to or allow to remain on the
                  Premises any article substance or liquid of a specially
                  combustible inflammable or explosive nature or which may be
                  a source of contamination

         4.15.3   To give written notice to the Landlord upon the occurrence
                  of any contamination of the Premises and also upon the
                  occurrence of any pollution of the environment in breach of
                  any legislative provision caused by any use of or action or
                  activity on the Premises by the Tenant

4.16     PLANNING APPLICATIONS

         Not without the prior written consent of the Landlord and the
         Superior Landlord to make any application for any consent under
         the Planning Acts but if such application is for consent to do
         anything which the Tenant is permitted to do under this Lease
         (or where the approval of the Landlord or the Superior Landlord
         is first required) and the Landlord and the Superior Landlord
         has approved the doing of that thing such licence shall not be
         unreasonably withheld or delayed by the Superior Landlord also

4.17     ALTERATIONS

         Not to make any alterations or additions to the Premises
         Provided That the Tenant may with the written consent of the
         Landlord and the Superior Landlord such consent not to be
         unreasonably withheld or delayed make internal non-structural
         alterations at the Premises PROVIDED THAT the Tenant shall not
         make any alterations at any time to the air conditioning plant
         and equipment serving the Premises PROVIDED FURTHER THAT the
         Landlord's consent or the Superior Landlord's consent will not
         be required for the installation and removal of interior
         demountable partitions

4.18     STATUTORY OBLIGATIONS

         4.18.1   At the Tenant's expense to comply in all respects with the
                  provisions of all statutes and legislation (whether now or
                  subsequently in force) affecting or applicable to the
                  Premises or their use and (as soon as reasonably
                  practicable) to give notice to the Landlord of any notice
                  direction or order made by any local or competent authority

         4.18.2   Where required by statute or legislation the Tenant shall
                  maintain a health and safety file for any works carried out
                  to the Premises and shall comply with the Construction
                  (Design and Management) Regulations 1994 in respect thereof
                  and provide to the Landlord upon reasonable request a copy
                  of such file

4.19     ALIENATION

         4.19.1   Not to charge mortgage or underlet either the whole or any
                  part of the Premises nor to assign (subject to Clauses
                  4.19.8 below) share or part with the possession or
                  occupation of any part of the Premises

         4.19.2   Not (subject to Clause 4.19.8 below) to hold or occupy the
                  Premises or any part as nominee trustee or agent or
                  otherwise for the benefit of any other person

         4.19.3   Not to assign the whole of the Premises without the prior
                  consent in writing of the Landlord and the Superior Landlord
                  (such consent in each case not to be unreasonably withheld
                  or delayed where the provisions hereinafter contained are
                  satisfied)

         4.19.4   It is agreed that the Landlord and the Superior Landlord
                  will not be deemed to be unreasonable in withholding consent
                  to a proposed assignment of the whole of the Premises if it
                  is withheld on the ground (and it is the case) that one or
                  more of the circumstances mentioned below exist (whether or
                  not such withholding is solely on such ground or on that
                  ground together with other grounds):-

         4.19.4.1   that in the reasonable opinion of the Landlord or the
                    Superior Landlord the effect of the proposed assignment
                    upon the value of the Landlord's reversionary interest in
                    the Premises or the value of the Superior Landlord's
                    reversionary interest in the Building would be to
                    materially diminish or otherwise materially adversely
                    affect such values

         4.19.4.2   that in the reasonable opinion of the Landlord or the
                    Superior Landlord the effect of the assignment would mean
                    that there is a materially reduced likelihood of the
                    tenant's covenants and obligations in this Underlease
                    being fulfilled

         4.19.4.3   that the proposed assignee is an associated company of the
                    Tenant not of (at least) equivalent financial standing to
                    the Tenant as at the Commencement Date

         4.19.5   On any assignment:-

                  4.19.5.1   the Tenant will enter into an Authorised
                             Guarantee Agreement which will be in such form as
                             the Landlord and Superior Landlord may reasonably
                             require and be prepared by or on behalf of the
                             Landlord and at the cost of the Landlord and
                             under which the assignor will agree (inter alia)
                             with the Landlord:-

                        4.19.5.1.1 to be liable as guarantor in respect of the
                                   assignee's performance of the Tenant
                                   Covenants (as above defined) in this
                                   Underlease (provided that such liability
                                   shall be no more onerous than the liability
                                   to which the assignor would be subject in
                                   the event of it being liable as sole or
                                   principal debtor in respect of the
                                   obligations owed by the assignee under the
                                   said Tenant Covenants)

                        4.19.5.1.2 in the event of this Underlease being
                                   disclaimed to enter into a new lease of the
                                   Premises the term of which shall expire
                                   simultaneously with the date upon which
                                   (but for any disclaimer) this Lease would
                                   have expired by effluxion of time (and not
                                   by any other means) and the Tenant's
                                   Covenants shall be identical to (mutatis
                                   mutandis but in any event no more onerous
                                   than) the Tenant Covenants in this Lease

                  4.19.5.2   If the Landlord reasonably so requires to obtain
                             acceptable guarantors not being more than two
                             persons or a company guarantee or a rent deposit
                             f or any person to whom this Lease is to be
                             assigned who in the case of the former will
                             covenant with the Landlord on the terms (mutatis
                             mutandis) set out in the Third Schedule

                  4.19.5.3   the proposed assignee shall enter into a covenant
                             with the Landlord to pay the rents reserved by
                             and perform and observe the covenants on the part
                             of the Tenant contained in this Underlease during
                             such time as the term hereby granted is vested in
                             such assignee subject always to the continuing
                             liability of the assignee pursuant to Clause
                             4.19.5.1 hereof

         4.19.6   Clauses 4.19.4 and 4.19.5 shall operate without prejudice to
                  the right of the Landlord lawfully to refuse such consent on
                  any other ground or grounds or lawfully to impose further
                  conditions where such refusal or such imposition would be
                  reasonable

         4.19.7   In the event that any circumstances or conditions specified
                  in clauses 4.19.4 and 4.19.5 above are framed by reference
                  to any matter falling to be determined by the Landlord (or
                  by any other person) if the Tenant disputes such
                  determination then either the Landlord or the Tenant shall
                  be entitled to require the matter or matters in question to
                  be referred to an independent expert who in the absence of
                  agreement between the parties shall be appointed on the
                  application of either party by the President of the Royal
                  Institution of Chartered Surveyors and the determination of
                  such independent expert shall be conclusive as to the matter
                  or matters in question and shall be final and binding on the
                  parties and his costs shall be met by the parties in such
                  proportions as the independent expert shall determine

         4.19.8   The Tenant shall be entitled without obtaining any consent
                  from the Landlord to permit another company or companies (in
                  this clause 4.19.8 called a "Company") to occupy as licensee
                  part or parts of the Premises if and so long as that Company
                  is a member of the same group of companies as the subsidiary
                  or the holding company or a company who has the same holding
                  company as the Tenant (defined in accordance with Section
                  736 of the Companies Act 1985) and the conditions set out in
                  the remainder of this clause 4.19.8 continue to be
                  fulfilled;

                  4.19.8.1   No relationship of landlord and tenant shall
                             arise out of such occupation

                  4.19.8.2   Written notice shall be given to the Landlord no
                             later than 14 days after such occupation
                             commences:

                        4.19.8.2.1 of the identity of such Company

                        4.19.8.2.2 as to how clause 4.19.8 is satisfied and

                        4.19.8.2.3 of the part of the Premises concerned

                  4.19.8.3   The Tenant shall provide such evidence as the
                             Landlord may reasonable require from time to time
                             to satisfy itself that the relationship of
                             landlord and tenant does not arise or has not
                             arisen out of such occupation

                  4.19.8.4   The Tenant indemnities the Landlord against all
                             losses damages costs and expenses suffered or
                             incurred by the Landlord as a result of any
                             breach by the Tenant of the provisions of this
                             clause 4.19.8

4.20     REGISTRATION OF DEALINGS

         Within one month after the execution of any assignment permitted under
         this Underlease or any assignment of such underlease or after any
         devolution by will or otherwise of the Term or after any other dealing
         with this Lease to supply a certified copy of the deed or instrument
         effecting the same to the Landlord and to pay such reasonable fee as
         the Landlord may require for registration

4.21     RELETTING AND SALE BOARDS

         To permit the Landlord or its agents to enter upon the Premises and to
         affix upon any suitable part so as not to block out any light a notice
         board for reletting or selling the same and not to remove or obscure
         the same and to permit all persons authorised in writing by the
         Landlord or its agents to view the Premises during business hours in
         the daytime upon not less than 48 hours prior notice

4.22     COSTS OF LICENCES AND NOTICES AS TO BREACH OF COVENANT

         To pay on demand and indemnify the Landlord and the Superior Landlord
         against all proper and reasonable costs charges and expenses
         (including professional fees) incurred by the Landlord and the
         Superior Landlord arising out of or incidental to any application made
         by the Tenant for any consent or approval of the Landlord (except
         where such consent or approval is unreasonably withheld where it may
         be so not withheld) or any breach of the Tenant's covenants or the
         preparation and service of a schedule or interim schedule of
         dilapidations or any notice which the Landlord may serve on the Tenant
         whether served before or after the determination of this Underlease
         (including a notice under Section 146 of the Law of Property Act 1925
         requiring the Tenant to remedy any breach of any of its covenants or
         arising out of or in connection with any proceedings referred to in
         sections 146 or 147 of that Act notwithstanding that forfeiture may be
         avoided otherwise than by relief granted by the Court)

4.23     INDEMNITY

         To be responsible for and to indemnify the Landlord against:

         4.23.1     all damage loss or injury occasioned to the Premises or
                    any adjoining premises or to any Conducting Media or air
                    conditioning plant and equipment or to any person or
                    chattel (whether or not upon the Premises) caused by any
                    act default or negligence of the Tenant or any undertenant
                    or the servants agents licensees or invitees of either of
                    them or by reason of any defect in the Premises and

         4.23.2     all losses damages costs expenses claims and proceedings
                    incurred by or made against the Landlord arising out of
                    any breach by the Tenant of any of its obligations arising
                    by virtue of this Lease

4.24     VAT

         In exchange for a valid VAT invoice addressed to the Tenant to pay to
         the Landlord upon demand any value added tax properly chargeable upon

         4.24.1     any supply made by the Landlord to the Tenant pursuant to
                    this Lease so that all consideration for any such supply
                    is exclusive of value added tax

         4.24.2     any supply (whether made to the Landlord or to a third
                    person) where pursuant to this Lease the Tenant is
                    required to pay to the Landlord any sum in respect of any
                    costs fees expenses or other expenditure or liability (of
                    whatever nature) in connection with that supply except to
                    the extent that any such value added tax may be
                    recoverable by the Landlord from H.M. Customs and Excise

4.25     DEFECTS

         Upon becoming aware of the same to inform the Landlord immediately as
         soon as reasonably practicable in writing of any defect in the
         Premises which gives rise to a duty imposed by common law or statute
         on the Landlord and to indemnify the Landlord against all actions
         costs claims and liabilities suffered or incurred by or made against
         the Landlord in respect of the Premises under the Defective Premises
         Act 1972

4.26     PROHIBITED USES

         Not to use or carry out from the Premises or any part thereof any
         electroplating panel beating or spray painting

4.27     HEADLEASE

         Not to do omit suffer or permit in relation to the Premises any act or
         thing which would or might cause the Landlord to be in breach of the
         Headlease or which if done omitted or suffered or permitted by the
         Landlord would or might constitute a breach of the covenants on the
         part of the Tenant and the conditions contained in the Headlease
         PROVIDED THAT nothing in this sub-clause contained shall impose on the
         Tenant any obligation to do any work or pay any sums or sums of money
         for which the Tenant is not otherwise liable hereunder

5        LANDLORD'S COVENANTS

         The Landlord covenants with the Tenant:

5.1      QUIET ENJOYMENT

         That the Tenant performing and observing the covenants conditions and
         agreements contained in this Lease shall and may peaceably and quietly
         hold and enjoy the Premises during the Term without any lawful
         interruption or disturbance by the Landlord or any person rightfully
         claiming through or under it or by title paramount

5.2      INSURANCE

         At all times during the Term to use all reasonable endeavours at the
         expense of the Tenant to enforce the Superior Landlord's covenants in
         the Headlease to keep the Premises insured for the Superior Landlord's
         benefit in the Full Reinstatement Value against the Insured Risks and
         if the Premises are damaged or destroyed by any of the Insured Risks
         the Landlord will use all reasonable endeavours to enforce the
         Landlord's covenant in the Headlease to repair or reinstate the
         Premises

         Provided that:

         5.2.1      the Landlord's obligations under this covenant shall cease
                    if the insurance shall be rendered void or voidable or the
                    policy moneys withheld in whole or in part by reason of
                    any act or default of the Tenant or any undertenant or any
                    of their respective employees contractors licensees or
                    invitees

         5.2.2      if the Premises, the Building, the essential access
                    thereto or the essential services are destroyed or so
                    seriously damaged by any Insured Risk as to require (in
                    the proper and reasonable opinion of the Landlord's
                    surveyor whose decision shall be final and binding upon
                    the Parties) substantial reconstruction then the Landlord
                    may at any time within six months of the said damage or
                    destruction give one months' notice in writing to
                    determine this Lease and immediately upon the expiry of
                    that notice this demise shall determine but without
                    prejudice to the rights and remedies of any party against
                    any other in respect of any antecedent claim or breach of
                    covenant and all insurance money shall be the absolute
                    property of the Landlord

         5.2.3      Any dispute as to the operation of the provisions in this
                    clause 5.2 shall be resolved in accordance with clause
                    6.2.3

5.3      SERVICES

         To provide the services set out in the Fourth Schedule hereto PROVIDED
         ALWAYS that (in the absence of negligence or other breach of duty) the
         Landlord shall not be liable for or by reason of the stoppage bursting
         leakage breakage or failure of any lighting system pipes appliance
         apparatus or machinery or the choking stoppage or overflow thereof in
         or connected with or used for the purpose of the Premises or any part
         thereof nor for any temporary or partial breakdown failure or
         suspension in any of the Landlord's services

5.4      HEAD LEASE

         5.4.1      to pay the rent reserved by the Head Lease and to perform
                    so far as the Tenant is not liable for such performance
                    under the covenants on its part contained in this Lease
                    the lessee's covenants and conditions contained in the
                    Head Lease

         5.4.2      upon receiving written notice from the Tenant and at the
                    expense of the Tenant to take all reasonable steps to
                    enforce the covenants on the part of the Superior Landlord
                    contained in the Head Lease in so far as they relate to or
                    affect the Premises

         5.4.3      to take all reasonable steps to obtain at the cost of the
                    Tenant the consent of the Superior Landlord whenever the
                    Tenant makes an application for any consent required
                    hereunder where the consent of both the Landlord and the
                    Superior Landlord is needed by virtue of this Lease and
                    the Head Lease

         5.4.4      to meet any cost levied by the Superior Landlord pursuant
                    to clauses 4.15 and 4.28 of the Head Lease

6        CONDITIONS

         Provided always and it is hereby agreed and declared as follows:

6.1      RE-POSSESSION ON TENANT'S DEFAULT

         If at any time during the Term:

         6.1.1      the rents reserved by this Lease or any of them or any
                    part of them shall be in arrear for twenty one days after
                    the same shall have become due (whether legally demanded
                    or not) or

         6.1.2      the Tenant shall at any time fail or neglect to perform or
                    observe any of the covenants conditions or agreements on
                    its part to be performed and observed contained in this
                    Lease or in any licence approval or consent given by the
                    Landlord to the Tenant in relation to the Premises or in
                    any other deed supplemental to this Lease or by which this
                    Lease may be varied

         6.1.3      the Tenant either shall (being a corporation) enter into
                    administration (whether or not at its instance or by order
                    of the court) or enter into liquidation whether compulsory
                    or voluntary (not being a voluntary liquidation for the
                    purpose of reconstruction only) or (being an individual)
                    become bankrupt or

         6.1.4      the Tenant shall make any arrangement or composition with
                    creditors or suffer any distress or execution to be levied
                    on property of the Tenant or have an encumbrancer take
                    possession or a receiver appointed in respect of the same

         then and in any such case it shall be lawful for the Landlord (or any
         person or persons duly authorised by it in that behalf) to re-enter
         into or upon the Premises and thereupon the Term shall absolutely
         cease and determine but without prejudice to the rights and remedies
         of the Landlord or Tenant in respect of any antecedent breach by the
         other of any of the covenants conditions or agreements contained in
         this Lease

6.2      BENEFIT OF INSURANCE AND ABATEMENT OF RENT

         6.2.1      The benefit of all insurance effected by the Landlord
                    under this Lease or otherwise in respect of the Premises
                    shall belong solely to the Landlord or the Superior
                    Landlord (as the case shall be) but if the Premises or any
                    part of them the Building, the essential access thereto or
                    the essential services shall at any time be destroyed or
                    damaged by any of the Insured Risks so as to render the
                    Premises unfit for occupation or use then and in every
                    such case (unless the Landlord or Superior Landlord's
                    policy of insurance in relation to the Premises shall have
                    been rendered void or voidable or the policy moneys
                    withheld in whole or in part by reason of the act default
                    or omission of the Tenant or any undertenant or any of
                    their respective employees contractors licensees or
                    invitees) the rent first reserved by this Lease or a fair
                    and just proportion thereof according to the nature and
                    extent of the damage sustained aforesaid shall be
                    suspended and cease to be payable until the Premises shall
                    have been repaired or reinstated pursuant to the
                    provisions contained in the Head Lease

         6.2.2      No account shall be taken of damage in relation to any
                    alteration or improvement to the Premises carried out
                    otherwise than by the Landlord or Superior Landlord unless
                    such alteration or improvement has in fact been taken into
                    account in effecting both the insurance of the Premises
                    and the insurance in respect of the Loss of Rent

         6.2.3      Any dispute between the Landlord and the Tenant concerning
                    the proportion or duration of the suspension or cesser
                    shall be determined by an arbitrator appointed in default
                    of agreement between the Landlord and the Tenant on the
                    application of either of them by the President of the
                    Royal Institution of Chartered Surveyors and any such
                    reference shall be a submission to arbitration within the
                    Arbitration Act 1996

6.3      NOTICES

         The provisions of Section 196 Law of Property Act 1925 (as amended)
         shall apply to the giving and service of all notices and documents
         under or in connection with this Lease

7        EXCLUSION OF 1954 ACT

7.1      The Landlord has served on the Tenant in relation to the tenancy
         granted by this Lease a notice in the form, or substantially in the
         form, set out in Schedule 1 to the Regulatory Reform (Business
         Tenancies) England and Wales Order 2003 ("the Order")

7.2      A duly authorised signatory on behalf of the Tenant has made a
         statutory declaration in the form, or substantially in the form, set
         out in paragraph 8 of Schedule 2 to the Order in relation to such
         notice

7.3      The parties agree that the provisions of Sections 24-28 (inclusive)
         of the Landlord and Tenant Act 1954 shall not apply to this Lease

7.4      This Lease is not granted pursuant to an agreement made before the
         granting of this Lease

8        CONTRACT (RIGHTS OF THIRD PARTIES) ACT 1999

         Notwithstanding any other provision of this Lease nothing in this Lease
         confers or purports to confer any right to enforce any of its terms
         on any person who is not a party to it

9        CERTIFICATE

         It is certified that there is no agreement for lease to which this
         Lease gives effect

10       TENANT'S OPTION TO DETERMINE

10.1     In this clause "Termination Date" shall mean the second
         anniversary of the Commencement Date

10.2     If the Tenant shall desire to determine the Term on the Termination
         Date and shall give the Landlord not more than 12 months nor less
         than 6 months previous notice in writing of such desire terminating
         on the Termination Date and the Tenant shall up to the time of such
         determination pay the rents which have become due and ascertained by
         the Termination Date and shall on the Termination Date deliver to the
         Landlord vacant possession of these Premises then immediately on the
         expiration of such notice the Term shall cease but without prejudice
         to the remedies of either party against the other in respect of any
         previous claim or breach of covenant and the Landlord shall on such
         determination repay to the Tenant any part of the rents paid in
         advance by the Tenant in respect of the period from the Termination
         Date to the date unto which such payments were made.

10.3     It is a condition precedent of the Tenant's option to determine the
         Term that the Tenant pays to the Landlord on or before the
         Termination Date the sum of (pound)8,515 (exclusive of Value Added
         Tax) save that such sum shall not be payable if the Landlord has not
         erected the partition wall referred to in the letter dated May 2004
         and addressed to Davinder Mann of Click Software (paragraph 2) to the
         Tenant's reasonable satisfaction.

11       DECLARATION AS TO NON-MARKET RENT

         The parties hereto acknowledge that the rent payable under this
         Underlease does not represent the open market value for the Premises
         such rent being less than the open market rent for the Premises


IN WITNESS of which this Lease has been executed and is delivered as a deed on
the date appearing as the date of this Lease


                                FIRST SCHEDULE
                   Description of the Building and Fixtures


The schedule annexed to this Lease headed "First Schedule"


                                SECOND SCHEDULE
                                    Part 1
                                  The Rights

1        The right for the Tenant its lawful visitors and all others
         reasonably authorised by the Tenant in common with the Landlord and
         all other persons now or at any time after the date of this Lease
         similarly entitled and subject to not overloading any Conducting
         Media having regard to the overall capacity of the Building:-

1.1      to use and connect into all Conducting Media now or hereafter serving
         the Premises including the use of the air conditioning

1.2      to pass and repass over the Road shown hatched red on Plan A with or
         without vehicles and over the areas hatched purple on Plan A on foot
         only

1.3      of access and egress to and from the Premises through the adjoining
         property of the Landlord at all times of the day and night together
         with a right to use the emergency exits immediately adjacent to the
         Premises in the event of an emergency together with all necessary
         vehicular and pedestrian rights in respect of the car park to the
         Building

1.4      the right of support shelter and protection for the Premises from the
         Building and the other premises comprised in the Head Lease and the
         Estate

1.5      a right of access to and from the plant room in the Building for the
         purposes of repairing maintaining and replacing any plant and
         equipment situate therein and serving the Premises

1.6      a right to use the toilet and kitchen facilities adjacent to the
         Premises

1.7      a right to the free and uninterrupted passage and running of water
         soil gas electricity and telephone or any other service or supply
         from the other buildings and land of the Landlord and its tenants
         adjoining or near the Premises and from the land and premises of
         others so authorised as aforesaid through the Conducting Media which
         are now or may hereafter be in through under or over the Premises

1.8      a right to use 14 parking spaces (as shown hatched black on Plan A)
         in the car park serving the Building for the parking of one private
         motor car in each space together with all necessary rights of access
         to and from the car parking spaces


                                    Part 2
                        The Exceptions and Reservations

1        To the Landlord and all others authorised by it the free and
         uninterrupted passage and running of water soil gas electricity and
         telephone or any other service or supply from the other buildings and
         land of the Landlord and its tenants adjoining or near the Premises
         and from the land and premises of others so authorised as aforesaid
         through the Conducting Media which are now or may hereafter be in
         through under or over the Premises

2        To the Landlord and all others authorised by it the right at all
         reasonable times (except in case of emergency) to enter the Premises
         with all necessary equipment for the purposes of:

2.1      laying constructing installing replacing repairing maintaining or
         altering any Conducting Media now or hereafter in through under or
         over the Premises or any adjoining property or making connections to
         any such Conducting Media

2.2      carrying out inspections of or tests to any such Conducting
         Media

2.3      exercising any of the rights of the Landlord contained in this
         Underlease

2.4      complying with the Landlord's covenants contained in this Underlease

2.5      complying with the lessees covenants contained in the Superior Lease

2.6      laying constructing installing replacing maintaining or altering any
         air conditioning plant or equipment now or hereafter in through under
         or over the Premises or any adjoining property or making connections
         to any such air conditioning equipment

3        To the Landlord full right and liberty at any time hereafter or from
         time to time to execute works and erections upon or to alter or
         rebuild any of the buildings erected on any neighbouring property of
         the Landlord and to use such property and each part of it in such
         manner as the Landlord may think fit notwithstanding that the access
         of light and air to the Premises may thereby be interfered with

4        The right of support and shelter from the Premises for the remainder
         of the Building and the Estate

5        To the Landlord and all those authorised by it a right of way for the
         purposes of access and egress to and from the plant room in the
         Building over and along any part of the Premises as required subject
         always to the Landlord giving not less than 48 hours prior notice in
         writing save that no notice shall be required in an emergency

6        The exceptions and reservations contained in the Head Lease

7        To the Landlord and all those authorised by it a right of access and
         egress to and from the cupboard containing the riser in the Building

         The persons exercising such rights of entry causing as little
         inconvenience as reasonably practicable and making good any damage
         caused as soon as reasonably practicable


                                 THIRD SCHEDULE
                           Obligations of the Surety

1        If at any time during the Term the Tenant shall not pay any of the
         rents or other sums payable under this Lease or perform and observe
         any of the covenants conditions or other terms of the Lease the
         Surety shall pay such rents or other sums or observe or perform such
         covenants conditions or other terms

2        By way of separate and additional liability and notwithstanding that
         the guarantee in paragraph 1 may be unenforceable or invalid for any
         reason the Surety indemnifies the Landlord against all losses damages
         costs and expenses suffered or incurred by the Landlord arising out
         of or in connection with any failure by the Tenant to pay any of the
         rents and sums or to perform and observe any of the covenants
         conditions or other terms referred to in paragraph 1

3        If:

3.1      the Tenant shall be wound up or (being an individual) become bankrupt
         and its liquidator or trustee in bankruptcy shall disclaim this Lease
         or

3.2      this Lease shall be forfeited (the date on which such event occurs
         being called the "Relevant Date") the Landlord may within three
         months after the Relevant Date by notice in writing require the
         Surety to accept a lease of the Premises for a term commencing on the
         Relevant Date and continuing for the residue then remaining of the
         Term at the same rents and with the same covenants and conditions as
         are reserved by and are contained in this Lease and in such case the
         Surety shall take such lease accordingly and execute a counterpart of
         it and pay all proper and reasonable costs and duties in relation to
         it

4        The Surety undertakes with the Landlord that:

4.1      its obligations to the Landlord are primary obligations and it is
         jointly and severally liable with the Tenant (both before or after
         any disclaimer by a liquidator or trustee in bankruptcy) for the
         fulfilment of all the Tenant's covenants and obligations

4.2      the Surety shall not claim in any liquidation bankruptcy
         administration receivership composition or arrangement of the
         Tenant in competition with the Landlord and that the Surety
         shall remit to the Landlord the proceeds of all judgments and
         all distributions which the Surety may receive from any
         liquidator trustee in bankruptcy administrator administrative
         receiver receiver or supervisor of the Tenant and shall hold
         for the benefit of the Landlord all security and rights the
         Surety may have over assets of the Tenant while any
         liabilities of the Tenant or the Surety to the Landlord remain
         outstanding and

4.3      if the Landlord shall not require the Surety to take a new lease of
         the Premises the Surety shall nevertheless upon demand pay to the
         Landlord a sum equal to the rent first reserved under this Lease and
         all other sums that would have been payable under this Lease in
         respect of the period from and including the Relevant Date until the
         expiry of six months after such date or until the Landlord shall have
         granted a lease of the Premises to a third party (whichever shall
         first occur) in addition and without prejudice to the Surety's other
         obligations to the Landlord

5        The Surety waives any right to require the Landlord to proceed
         against the Tenant or to pursue any other remedy of any kind which
         may be available to the Landlord before proceeding against the Surety

6        The liabilities of the Surety under this Schedule shall not be
         affected by:

6.1      the granting of time or any other indulgence or concession to the
         Tenant or any compromise or compounding of the Landlord's rights

6.2      the Tenant being in liquidation or (as the case may be) declared
         bankrupt

6.3      any variation in the terms and conditions of this Lease

6.4      any delay in exercising or failure to exercise or other exercise
         (including re-entry under clause 6.1) of any of the Landlord's rights
         against the Tenant

6.5      any refusal by the Landlord to accept rent tendered by or on behalf
         of the Tenant following a breach by the Tenant of its obligations
         under this Lease

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

6.7      any other thing (including the expiration or sooner determination of
         the Term or any such disclaimer or the death of the Surety (or any of
         the persons comprising the Surety) or (in relation to one or more of
         such persons) the discharge of the other person or persons) whereby
         (but for this provision) the Surety or any of them would be
         exonerated either wholly or in part from any of the Surety
         obligations hereunder


                                FOURTH SCHEDULE
                                    Part 1
                        Service Charge for the Building


Costs and liabilities which the Landlord (which in this Schedule shall where
the context admits include any other company which is a member of the same
group of companies as the Landlord) reasonably and properly incurs or becomes
liable to pay or discharge in connection with the Building or the occupiers
thereof in respect of:


1        The repair decoration maintenance renewal rebuilding cleaning and
         upkeep of such parts of the structure floors walls foundations
         exterior (including glass) and roof of the Building and Common Parts
         as are not the responsibility of the Tenant under this Lease or any
         other tenant in pursuance to the demise to it of any other part of
         the Building PROVIDED THAT the Tenant shall not be required to pay or
         contribute to the repair maintenance renewal or the replacement of
         any lifts now or from time to time installed in the Premises

2        The lighting of the Common Parts and the roadway and footpath shown
         respectively hatched brown and hatched purple on the Plan during such
         hours as the Landlord shall reasonably from time to time determine
         and the maintenance repair and renewal of the said roadways and
         footpaths

3        The payment of rates taxes charges duties assessments impositions and
         outgoings of any kind whether parliamentary parochial local or of any
         other description now or hereafter imposed or charged upon or payable
         in respect of the Common Parts

4        The provision of hot water to the hot water taps in the Building and
         the provision during such hours and at such times of the year as the
         Landlord shall reasonably decide of central heating and
         air-conditioning to the Premises and such parts of the Common Parts
         and the remainder of the Building as the Landlord shall from time to
         time reasonably determine and the repair maintenance renewal and
         replacement of all plant and equipment for or in connection with the
         provision of hot water central heating and air conditioning

5        Compliance with all statutes bye-laws regulations and the
         requirements of all competent authorities and of the insurers in
         relation to the occupation and enjoyment of the Building in force
         from time to time insofar as the same are not the responsibility of
         the Tenant under this Lease or any other tenant by reason of the
         demise to it of any other part of the Building

6        The periodical carrying out of works or provision of services of any
         kind which the Landlord may reasonably deem desirable or necessary
         for the purpose of maintaining the Building

7        Any removal or refuse from time to time from the Building and pest
         control in the Building

8        Cleaning from time to time all Common Parts and all windows in the
         Common Parts and the cleaning of the external windows of the Building

9        Employing such reasonable numbers of staff and contractors whether
         directly or otherwise in connection with the provision of services to
         the Building and all other reasonable incidental expenditure in
         relation to such employment including (but without limitation) the
         making of statutory and other reasonable insurance health pension and
         welfare payments contributions and premiums and other reasonable
         payments that the Landlord acting reasonably may deem desirable or
         necessary and the reasonable costs of provision of uniforms working
         clothes tools appliances cleaning and other materials and equipment
         for the proper performance of their duties

10       The reasonable and proper fees charges and expenses and commissions
         payable to any surveyor or managing agent who the Landlord may from
         time to time employ in connection with the management of the Building
         PROVIDED THAT such fees charges and expenses shall not exceed 10% of
         the Service Charge in any Service Charge Period

11       Providing and maintaining fire fighting equipment as necessary

12       The provision of upkeep of and tending and stocking of any floral
         and/or plant displays or areas together with the maintenance and
         repair of the landscaped areas (if any)

13       The provision and replacement of signage within the Common Parts

14       The gas electricity water drainage telephone charges the cost of fuel
         and all other incidental expenses of the provision of the services to
         the Building

15       All insurances relating to the Common Parts and all plant and
         equipment therein or thereon

16       All sums (other than the principal rent and service charge) payable
         by the Landlord to the Superior Landlord pursuant to the Head Lease

17       Any otherwise irrecoverable Value Added Tax payable on any of the
         costs referred to in this Schedule


                                    Part 2
                       Calculation of the Service Charge
              and the costs of services provided to the Building

1

1.1      The Landlord shall as soon as practicable after the end of
         each Service Charge Period:-

         1.1.1    prepare an account or accounts giving particulars of the
                  Service Charge and the costs of services provided to the
                  Building for that Period and showing the Tenant's Proportion
                  of the Service Charge and of the Tenant's part the costs of
                  services provided to the Building; and

         1.1.2    supply to the Tenant a copy of such account or accounts

1.2      Upon such account or accounts being certified by the Landlord's
         Surveyor (which certificate shall be conclusive save in the case of
         manifest error) it shall be promptly given to the Tenant

2

2.1      Advance payments on account of the Tenant's Proportion of the Service
         Charge or the Tenant's part of the costs of services provided to the
         Building in respect of a Service Charge Period shall be paid to the
         Landlord by the Tenant according to the reasonable estimate made by
         the Landlord's Surveyor acting as expert of the amount of the Service
         Charge or the amount of the costs of services to be provided to the
         Building for that Period

2.2      Written notice of such estimate shall be promptly given to the Tenant

2.3      Such payments shall be made by equal instalments on each of the
         quarter days occurring during the relevant Service Charge Period or
         (if the estimate is notified to the Tenant after such a quarter day)
         on such of them as occur after such notification

2.4      The first advance payment shall be:-

         2.4.1    in respect of the period from the Commencement Date until
                  the next quarter day after the date of this Lease;

         2.4.2    paid by the Tenant on the date of this Lease; and

         2.4.3    calculated according to an estimate of the Service Charge or
                  the amount of the costs of services to the Building made in
                  accordance with paragraph 2.1 of this Part of this Schedule
                  and notified in writing to the Tenant

3        If the Tenant's Proportion of the Service Charge or the Tenant's part
         of the costs of services to the Building for a Service Charge
         Period:-

3.1      exceeds any amounts paid by the Tenant to the Landlord as advance
         payments on account thereof the amount of the excess (or the whole
         proportion if no advance payments have been made) shall
         (notwithstanding the expiration or sooner determination of the Term)
         be paid by the Tenant to the Landlord within twenty-one days of the
         supply to the Tenant of the account or accounts pursuant to paragraph
         1 of this Part of this Schedule; or

3.2      is less than such amounts so paid the amount of the difference shall
         be credited to the Tenant against the next payments of rents due or
         repaid to the Tenant in the event of expiration or sooner
         determination of the Term

4        In respect of each of the Service Charge Periods in which occur the
         Commencement Date and the date of the expiration or sooner
         determination of the Term the Tenant shall only be obliged to pay the
         Tenant's Proportion of the Service Charge and the Tenant's part of
         the costs of services to the Building in respect of that part of the
         Service Charge and the costs of services to the Building for that
         Period as bears to the whole of that Service Charge or of the costs
         of services to the Building (as appropriate) the same proportion that
         the number of days of the Term occurring in the relevant Period bears
         to 365

5        The parties agree that nothing in this Lease or otherwise shall
         oblige the Tenant to pay more than (pound)15,200 in any single year
         of the Term (and proportionately for any part of a year) in respect
         of service charges payable under this Lease

<PAGE>


FIRST ANNEXURE


                         BUILDING NO. 589 (Postal 270)
                                   BATH ROAD
                                 TRADING ESTATE
                                     SLOUGH


Part of the ground floor measuring approximately [26.88m (88'2") x 35.74m
(117'3")] within a three storey office building with roof top plant room and
providing net internal floor area of-





       Part of Ground Floor             [700.19m(2)               7,537sq.ft.]


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


EXTERNAL AREAS
--------------



INTERNAL
--------


FLOOR
-----


Reinforced concrete slab to the office areas designed to carry a uniformly
distributed load of 15KN/m2 at ground floor level.


Office areas complete with 600 x 600 PSA medium grade steel encapsulated raised
access floor finished with Milliken cut pile fusion bonded 100% nylon carpet
tiles. False floor zone 450mm overall.


Toilet areas with ceramic tile finish and matching skirtings.


Cleaners cupboards floors finished with Polysafe safety sheet vinyl flooring.


CEILINGS
--------


Office areas provided with proprietary suspended ceiling system with Solitex
mineral fibre tiles in an exposed polyester powder coated grid.


Toilets have plasterboard ceiling fixed to metal firrings with vinyl silk
emulsion paint finish.


INTERNAL WALLS
--------------


Internal partition walls to staircases, toilets and plant duct areas of
concrete blockwork or drylined construction. The internal partitioning between
the atrium and office areas comprising aluminium framing with anodised finish
and single glazing to match the external office elevations (including spandrel
panels). The system is fire rated as required.


Office and staircase walls with plasterboard drylined finish of appropriate
fire resistant construction with emulsion paint and emulsion paint to concrete
columns.


Toilet areas lined with a proprietary laminate panel system.


Internal doors comprise factory applied catalysed paint finish solid core flush
doors, fire resisting where required. Ironmongery is polished stainless steel
tubular range with matching door closers where specified.


WC partitions, doors and duct walling comprising proprietary plastic laminated
panel systems. Luxaflex stove enamelled slat blinds with powder coated boxes to
offices.


ACCOMMODATION
-------------


         Ground Floor (Male)          2 no.    Low level WC suites in cubicles.
                                      2 no.    Urinal bowls with automatic
                                               flushing cistern.
                                      3 no.    Wash hand basins inset to
                                               vanity unit.
                                      1 no.    Wall mounted flush stainless
                                               steel paper towel dispenser and
                                               bin.


         Ground Floor (Female)        2 no.    Low level WC suites in cubicles.
                                      2 no.    Wash hand basins inset to
                                               vanity unit.
                                      1 no.    Wall mounted flush stainless
                                               steel paper towel dispenser and
                                               bin.


         Ground Floor (Disabled)      1 no.    Low level disabled WC suite.
                                      1 no.    Low level wash hand basin.
                                      1 no.    Wall mounted flush stainless
                                               steel paper towel dispenser and
                                               bin. Grab rails.


         Cleaners cupboard            1 no.    Steel cleaners sink.


All sanitaryware is in white glazed vitreous china complete with hot and cold
water services as appropriate and connection to soil water drainage. Toilet
suites are Armitage Shanks Braemar with concealed cisterns. Sinks are Frost
Trent round sinks.


Vanity units are black granite and Grohe Chiara chrome mixer taps and full
width mirrors behind.


FIRE ALARM INSTALLATION
-----------------------


A comprehensive, fully addressable, manual and automatic fire alarm system is
provided in accordance with BS5839 and other relevant standards.


ELECTRICAL INSTALLATION
-----------------------


Main control and protection is provided as follows:-

Tenant Fuseboards      1 no.                 16- way TP&N MCB fuseboard.

Artificial lighting is afforded as follows:-

Office area            114 no.     500 x 500, 2x36w HF TCL luminaire with
                                   Category 2 louvre.

Male WC                3 no.       210mm dia compact fluorescent luminaire
                                   with frosted glass cover.

                       1 no.       1200mm single batten luminaire with grid
                                   diffuser.

                       1 no.       1500mm, 1x50w fluorescent.

WC lobby               1 no.       210mm dia compact fluorescent luminaire
                                   with frosted glass cover.

Female WC              2 no.       600mm single batten luminaires with grid
                                   diffuser.

                       2 no.       210mm dia compact fluorescent luminaire
                                   with frosted glass cover.

Disabled WC            2 no.       210mm dia compact fluorescent luminaire
                                   with frosted glass cover.

Water heater room      1 no.       1500mm, 2x58w batten luminaire with
                                   polycarbonate prismatic diffuser.

Cleaners cupboard      1 no.       600mm single batten luminaire

Tea recess             2 no.       130mm dia. fluorescent luminaire with
                                   frosted glass cover.


Emergency lighting is provided for means of escape to BS5266 by means of self
contained maintained units.


2 no. metal cased double socket outlets provided to the toilet core recess.


1 no. single switched socket outlet in WC lobby.


1 no. metal cased double switched socket in the riser cupboard.


59 no. three-compartment floor boxes comprising one compartment with two-gang
switched power socket outlets (both connected), one compartment with 4 no. RJ45
voice/data outlets (two connected) and one compartment with flat blanking plate
are provided within the raised access flooring system.


The installation is wired in PVC sheathed cable of reputable manufacture drawn
through welded screwed steel conduit or galvanised trunking fully complying
with the regulations of the Institute of Electrical Engineers.


MECHANICAL INSTALLATION
-----------------------


Air conditioning is provided with a total of 2 8 no. fan coils. Supply and
extract air is distributed through duct work in vertical shafts from and to
air handling units.


Ventilation is provided to toilet areas by an extract system achieving ten air
changes per how with makeup air taken from the office by transfer fans. The
exhaust system is equipped with standby equipment in the event of fan failure.


Heating water, hot water services and supply and extract ductwork extend from
the main risers at high level across the floor and incorporate distribution
ductwork, pipework, fan coil units, controls linked to the central data loop,
ceiling grilles and diffusers, all fittings, valves, dampers, test points and
insulation.


Cold water supplies are provided to all sanitary appliances, hot water heaters
and connections to any mechanical services plant. Drinking water is provided
at each floor level.


Hot water is provided by individual cistern electric hot water heaters located
adjacent to toilet areas.



<PAGE>


EXECUTED as a Deed by       )
POLYCOM (UNITED  KINGDOM    )
LIMITED acting by two       )
Directors or by one         )
Director and the Company    )
Secretary:-                 )

                                           ...............................
                                           Director


                                           ...............................
                                           Director/Secretary



<PAGE>


EXECUTED as a Deed by   )
CLICKSOFTWARE EUROPE    )
LIMITED acting by two   )
Directors or by one     )
Director and the Company)
Secretary:-             )


                                                ............................
                                                Director


                                                ............................
                                                Director/Secretary