Exhibit 10.21

|DATED |  | 2001
|----- |  | ----
|     

MWB
BUSINESS EXCHANGE LIMITED
-to -
SEEBEYOND (UK) LIMITED
-and -
SEEBEYOND TECHNOLOGY CORPORATION

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counterpart/

UNDERLEASE
-of -
Fourth, Fifth and Sixth Floors at
One Hundred Square, The Ring, Bracknell, Berkshire

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| |  | TAYLOR
JOYNSON
GARRETT                                                                                                   
| |  | -------------------------------------------------------------------------------------------------------------------------
| |  | Carmelite
50 Victoria Embankment
Blackfriars
London EC4Y 0DX
Telephone 020-7300 7000
Facsimile 020-7300 7100
DX 41 London

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THIS LEASEis made on                            2001
BETWEEN

AGREED TERMS

1.Definitions

In
this Lease where the context admits:



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Bracknell Forest Site Plan

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Oracle Centre  Fourth FloorExisting Layout Floor Plan

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Oracle Center  Fifth Floor PlanExisting Layout

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Oracle Corporation  The Ring  Sixth FloorExisting Layout Floor Plan

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2.Interpretation

2.1Access and Rights

References
to any right of the Landlord to have access to or other rights over the Premises shall be construed as extending to the Head Landlord and any mortgagee or receiver of the
Landlord or any superior interest in the Premises and to all persons authorised by the Landlord the Head Landlord mortgagee or receiver.

2.2Act or default of the Tenant

References
to the "act of default of the Tenant" or words to similar effect shall be construed as including any omission of the Tenant and any act default or omission of a sub-tenant of
the Tenant or anyone else at the Premises with the Tenant's actual or implied authority.

2.3Approvals of any superior landlord and mortgagee

Any
provision in this Lease requiring the consent or approval of the Landlord shall be construed as also requiring the consent or approval of any mortgagee of the Landlord or any
superior interest in the Premises and the Head Landlord where such consent shall be required.

2.4Consent of the Landlord

References
to "consent of the Landlord" or words to similar effect mean a consent in writing signed by or with the express authority of the Landlord and references to "approved" and
"authorised" or words to similar effect mean approved or authorised in writing by or with the express authority of the Landlord.

2.5Gender and number

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

2.6Headings

Any
marginal notes footnotes headings index and underlinings shall not affect the construction of this Lease.

2.7Joint and Several

Where
the Landlord the Tenant or the Surety for the time being are two or more persons obligations expressed or implied to be made by or with such party shall be deemed to be made by or
with such persons jointly and severally.

2.8Last year and expiration of the Term

References
to "the last year of the Term" include the last year of the Term howsoever determined and references to "the expiration of the Term" shall include all other means of
determination of the Term.

2.9Not to permit or suffer

Any
covenant by the Tenant not to do an act or thing shall be construed as including an obligation not to permit or suffer such act or thing to be done by another person.

2.10Statute

Any
reference to a specific statute includes:



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and
any general reference to "statute" or "statutes" includes any statute or statutes for the time being in force whether enacted before or after the date of this Lease and any regulations or orders
made under such statute or statutes and all European Union treaties regulations directives and decisions whether implemented in the United Kingdom or not.

2.11Head Landlord

Any
reference to the Head Landlord includes the Landlord's immediate reversioner (and any superior landlords) at any time and performance of a landlord's covenant in this Lease by the
Head Landlord shall be treated for all purposes as though such covenant had been performed by the Landlord.

3.Demise and Rent

The
Landlord demises the Premises to the TenantTOGETHER WITHall rights specified in part 1 of schedule 1 but EXCEPTING AND RESERVINGthe rights
specified in part 2 of schedule 1SUBJECTso far as the
same now affect the Premises and are still subsisting and capable of being enforced to the covenants or other matters specified in schedule 2TO
HOLDthe Premises subject as aforesaid unto the Tenant for the TermYIELDING AND PAYINGunto the Landlord during the Term:



4.Rent Review

4.1New Basic Rent

The
Basic Rent shall be reviewed at each Review Date and a revised rent as hereinafter defined shall be ascertained and if the revised rent shall be greater than the Basic Rent payable
(but for the suspension of the whole or any part of the Basic Rent) immediately prior to the relevant Review Date then the revised rent shall be the Basic Rent as from the relevant Review Date but if
the revised rent shall be equal to or less than the Basic Rent payable immediately prior to the relevant Review Date then the rent payable hereunder prior to the relevant Review Date shall continue to
be the Basic Rent (subject to further review if applicable).

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4.2Revised Rent







4.3Late Review



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4.4Memorandum

As
soon as the revised rent shall have been agreed or determined as aforesaid a memorandum of such revised rent signed by the Landlord and the Tenant shall be endorsed on or annexed to
this Lease and the counterpart thereof.

4.5Intermediate Rent Review

If
at any time or times during the Term ascertainment of the rent payable hereunder in manner above provided or recovery of the revised rent shall in any respect not be lawful so that
the Landlord is precluded or would if the Landlord had taken the necessary steps to secure a rent review (assuming that were lawful) be precluded from receiving the revised rent as from the relevant
Review Date the Landlord shall be entitled at any time after the date when ascertainment or recovery or increase again
becomes lawful (but without prejudice to its right if any to recover any rent the payment of which has only been deferred by law) to have the Basic Rent for the time being payable hereunder reviewed
at the date last aforesaid in manner and according to the principles set out above (mutatis mutandis) and the rent so ascertained shall be the Basic Rent payable until the next relevant Review Date or
until the Basic Rent payable hereunder shall next be increased (if later).

4.6Damage to Premises

If
at or immediately prior to the relevant Review Date the Premises shall have been destroyed or damaged then for the purposes of establishing the rack rent in the open market of the
Premises under this clause 4 the Premises shall be deemed to have been fully reinstated and rendered fit for occupation and use immediately prior to the relevant Review Date.

5.Tenant's covenants

The
Tenant hereby covenants with the Landlord as follows:

5.1Rent

To
pay the Reserved Rents at the time and in manner aforesaid without any deduction or abatement or set off whatsoever.

5.2Pay Interest

In
the event of any of the Reserved Rents being unpaid more than 14 days after the same shall have become due to pay to the Landlord Interest on the sum or sums outstanding from
the due date until payment.

5.3Pay outgoings

To
pay and discharge all rates taxes assessments outgoings and impositions whatsoever (whether parliamentary parochial or otherwise) which are now or may at any time hereafter be payable
in respect of the Premises or on the owner or occupier in respect thereof (and in the case of an
assessment which relates to the Premises together with other premises to pay the Landlord a fair proportion (to be reasonably determined by the Landlord) of any such outgoings) but excluding any
payable by the Landlord occasioned by any disposition or dealing with or ownership of the reversion to the Premises or the receipt of the Reserved Rents.

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5.4Repair

To
repair maintain cleanse and keep in good and substantial repair and to replace or rebuild where necessary the Premises and all additions and improvements thereto and all appurtenances
forming part of the Premises (damage by any of the Insured Risks only excepted) and also when and so often as any Landlord's fixtures belonging to the Premises shall so require to substitute other
fixtures of a similar description quality and value to the satisfaction of the Landlord.

5.5Decorate

In
the year 2004 and every subsequent fifth year of the Term thereafter (or more often if necessary) and also in the last year of the Term (whether determined by effluxion of time or
otherwise) to paint with good quality paint redecorate or paper with paper of a suitable quality or otherwise treat as the case may be all internal parts of the Premises previously or usually so
treated and to wash down all washable surfaces in a good and workmanlike manner to the reasonable satisfaction of the Landlord such painting and redecorating in the last year of the Term to be in
colours previously approved by the Landlord.

5.6Clean windows

To
clean the interior of the windows of the Premises and the interior of the glass panelling separating the Premises from the atrium of the Building as often as occasion shall require
and at least once in every calendar month.

5.7Party structures

To
contribute and pay a rateable or due proportion (to be reasonably determined by the Landlord's Surveyor) of the sums payable from time to time by the Landlord to the Head Landlord
pursuant to clause 4.7 of the Headlease (or if the Headlease shall determine for any reason whatsoever such sums
as would have been payable but for such determination) insofar as such sums are not included in Landlords Expenses and to keep the Landlord indemnified against such sums.

5.8Yield up

At
the expiration or sooner determination of the Term peaceably and quietly to yield up with vacant possession the Premises together with all additions and improvements made thereto in
the meantime and in such state and condition as shall in all respects be consistent with a full and due performance by the Tenant of the covenants herein contained and all fixtures and fittings which
during the Term may be affixed or fastened to or upon the Premises (tenant's or trade fixtures only excepted provided that if the Tenant removes the same the Tenant shall make good all damage thereby
occasioned) provided that if at the expiration or sooner determination of the Term any tenant's or trade fixtures and any furniture or effects belonging to the Tenant shall be left in the Premises the
Tenant shall be deemed to have abandoned the same and the Landlord shall be entitled to remove and dispose of the same at the cost of the Tenant and without prejudice to the right of the Landlord to
recover any such cost the proceeds of any such sale shall belong to the Landlord.

5.9Comply with statutes

At
all times during the Term to observe and comply in all respects with the provisions and requirements of any and every statute so far as they relate to or affect the Premises or any
additions or improvements thereto or the user thereof for any purpose or the use or employment therein of any person or persons or any fixtures machinery plant or chattels for the time being affixed
thereto or being thereupon or used for the purposes thereof and to execute all works and provide and maintain all arrangements which by or under any statute or by any government department local
authority or other public authority or duly authorised officer or Court of competent jurisdiction acting under or in pursuance of any statute are or may be directed or required to be executed provided
and maintained at

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any time during the Term upon or in respect of the Premises or any additions or improvements thereto or in respect of any such user thereof or employment (or residence as aforesaid) therein of any
person or persons or fixtures machinery plant or chattels as aforesaid whether by the owner or occupier thereof and to indemnify the Landlord against all costs charges and expenses of or incidental to
the execution of any works or the provision or maintenance of any arrangements so directed or required as aforesaid and not at any time during the Term to do or omit or suffer to be done or omitted on
or about the Premises any act or thing by reason of which the Landlord may under any statute incur or have imposed or become liable to pay any penalty damages compensation costs levy tax (other than
on the rent and other sums payable hereunder) charges or expenses.

5.10Offices and Shops Act etc.

Without
prejudice to any other provision hereof to comply in relation to the Premises with the requirements of the Factories Act 1961 the Offices Shops and Railway Premises Act 1963 the
Fire Precautions Act 1971 and the Health and Safety at Work Act 1974 whether imposed by those Acts upon the Landlord or on the Tenant and at all times during the Term to indemnify and keep indemnified
the Landlord against the consequence of any breach or non-observance thereof and without prejudice to the generality of the foregoing not to permit or suffer to be working in the Premises at any one
time such a number of persons that the requirements as to sanitary conveniences and washing facilities prescribed by the said Act or other Acts will not be complied with.

5.11Notices

Within
seven days of the receipt of notice of the same to give full particulars to the Landlord of any permission notice order or proposal for a notice or order made given or issued to
the Tenant by any government department local or public authority under or by virtue of any statutory powers and if so required by the Landlord to produce such permission notice order or proposal for
a notice or order to the Landlord and also without delay to take all reasonable or necessary steps to comply with any such notice or order and also at the joint expense of the Landlord and the Tenant
to make or join with the Landlord in making such objections or representations against or in respect of any such notice order or proposal as aforesaid as the Landlord shall deem expedient.

5.12Planning





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5.13Inspection

To
permit the Landlord and the Landlord's mortgagees (if any) and their respective surveyors and agents at all reasonable times in the daytime on reasonable prior notice being given (or
without prior notice in emergency) to enter the Premises to view the same and examine the state and condition thereof or to take inventories of the fixtures and fittings therein or to make any
inspection which may be required for the purposes of the Landlord and Tenant Acts 1927 and 1954 or any other statute for the time being affecting the Premises.

5.14Repair on notice

To
repair and make good to the reasonable satisfaction of the Landlord's Surveyor all breaches of covenant defects and wants of reparation for which the Tenant may be liable under the
covenants herein contained of which notice shall have been given by the Landlord to the Tenant within two calendar months after the giving of such notice (or sooner if requisite).

5.15Default in repair

That
if the Tenant shall at any time make default in the performance of any of the covenants herein contained relating to the repair decoration cleansing or condition of the Premises of
which notice has been given as aforesaid it shall be lawful for the Landlord and the Landlord's mortgagees (if any) or their agents and workmen (but without prejudice to the right of re-entry
hereinafter contained) to enter upon the Premises and at the expense of the Tenant to carry out such repairs cleansing or decoration as may be necessary in accordance with the covenants and provisions
herein contained and the costs and expenses thereof (including any surveyors or agents fees) shall be paid by the Tenant to
the Landlord on demand such sums being recoverable either as a debt or rent in arrears at the option of the Landlord.

5.16To let boards etc.

To
permit the Landlord or the Landlord's agents at any time within six calendar months next before the expiration or sooner determination of the Term or at any time if the Landlord's
interest in the Premises is to be sold to enter upon the Premises and to fix and retain without interference upon any suitable part or parts thereof a notice board or bill for reletting or selling the
same provided such notice board or bill shall not unreasonably affect the light or air enjoyed by the Premises and the Tenant will not remove or obscure the same and will permit all persons by order
in writing of the Landlord or the Landlord's agents to view the Premises at reasonable hours in the daytime without interruption.

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5.17Cost of consent etc.

To
pay to the Landlord all costs charges and expenses (including legal costs and surveyors and/or agents and/or architects fees) which may be incurred or payable by the Landlord in or in
contemplation of any proceedings relating to the Premises under sections 146 and 147 of the Law of Property Act 1925 (whether or not any right of re-entry or forfeiture has been waived by the Landlord
or the Tenant has been relieved under the provisions of the said Act) and in connection with the preparation and service of a schedule of dilapidations (whether or not the same is served during or
after the expiration or sooner determination of the Term) and in connection with the collection of rent or in connection with or in contemplation of any application by the Tenant to any planning
authority or of any application to the Landlord for any consent pursuant to the covenants herein contained and to keep the Landlord fully and effectually indemnified against all costs expenses claims
and demands whatsoever in respect of the said applications consents and proceedings.

5.18Not to vitiate insurance



5.19Alterations

Subject
to sub-clauses 5.9 and 5.10 of this clause:



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5.20User



5.21Nuisance

Not
to do or permit or suffer to be done in or upon the Premises or any part thereof anything which shall or may be or become or cause a nuisance damage annoyance inconvenience
disturbance injury or danger to the Landlord or the owners lessees or occupiers of any adjoining or neighbouring premises and to keep the Landlord fully and effectually indemnified against all actions
proceedings damages costs expenses claims and demands whatsoever arising out of or in consequence of any breach or non-observance of this covenant.

5.22Light

Not
to obstruct or suffer to be obstructed any of the windows lights or ventilators belonging to the Premises nor to permit any new window light ventilator passage drainage or other
encroachment to be made into or acquired against or over the Premises and in case any encroachment or easement whatsoever shall be attempted to be made or acquired by any person or persons whomsoever
to give notice thereof in writing to the Landlord immediately the same shall come to the notice of the Tenant
and at the joint cost of the Landlord and the Tenant to do all such things as may be proper for preventing any new encroachment or easement being made or acquired.

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5.23Assignment and underletting









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then to give notice thereof to the Landlord and if reasonably so required by the Landlord at the expense of the Tenant within a further twenty-one days to procure some other person reasonably
acceptable to the Landlord to execute a guarantee in respect of the payment of the rents and the observance and performance of the covenants in such form as the Landlord may reasonably require.



5.24Signs

Not
to place affix or exhibit or permit to be placed affixed or exhibited to or upon the outside to the Premises or in or upon the windows thereof any aerial sign signboard advertisement
hoarding fascia placard bill notice poster or other notification whatsoever.

5.25Overloading

Not
to suspend or permit or suffer to be suspended any heavy load from the ceilings floors or main structure of the Premises nor to load or to use or permit or suffer to be loaded or
used any floor or the structure of the Premises in any manner which will in any way impose a weight or strain in excess of that which the Premises are constructed to bear with due margin for safety or
which will in any way strain or interfere with the main supports thereof and to keep the Landlord indemnified from and against all damages costs claims and demands arising out of any breach of this
sub-clause.

5.26Accidents

To
indemnify and keep indemnified the Landlord from liability in respect of any injury to or the death of any person damage to any property (real and personal) the infringement
disturbance or destruction of any right easement or privilege or otherwise by reason of or arising directly or indirectly out of the repair state of repair condition or any alteration to or to the use
of the Premises or from any act or default of the Tenant's licensees employees servants agents or visitors and from all proceedings costs claims and demands of whatsoever nature in respect of any such
liability or alleged liability and to insure and keep insured in the joint names of the Head Landlord the Landlord and the Tenant the third party and property owners liability risks in the Premises
and when requested by the Landlord so to do supply evidence of such continuing insurance and the amount of cover maintained which amount shall at the Landlord's reasonable request be increased to such
amount as the Landlord may reasonably require provided that the Tenant shall make good any shortfall out of its own moneys.

5.27VAT

In
addition to the Reserved Rents and other payments of whatsoever nature which are or shall be reserved or which are or may become payable pursuant to the provisions hereof by or on
behalf of the Tenant the Tenant shall pay any Value Added Tax which is or may at any time hereafter become payable in respect thereof.

5.28Rating

Not
to leave the Premises vacant for a continuous period exceeding two months.

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5.29Defective Premises

To
notify the Landlord without delay of any "relevant defect" in the state of the Premises within the meaning of section 4 of the Defective Premises Act 1972 or any statutory
modification or re-enactment thereof for the time being in force and to display and maintain all notices and to erect and maintain effective barriers if necessary which may from time to time be
required to be displayed or erected on the Premises under the said Act and to indemnify the Landlord against all liability and cost arising in respect of any notice claim or demand costs and
proceedings brought thereunder.

5.30Headlease

Not
to do, omit, suffer or permit in relation to the Premises any act or thing that would or might cause the Landlord to be in breach of the Headlease, or that if done, omitted, 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.

5.31Access

To
permit the Landlord and all persons authorised by him, including agents, professional advisers, contractors, workmen and others, to enter the Premises on not less than 48 hours
written notice except in emergency for any purpose that is in the reasonable opinion of the Landlord necessary to enable him to comply with the covenants on the part of the tenant and the conditions
contained in the Headlease so far as the Tenant does not expressly covenant to observe and perform them.

5.32Indemnity

To
be responsible for and to keep the Landlord fully indemnified against all damages losses costs and liabilities suffered or incurred by the Landlord arising out of:



6.Landlord's covenants

The
Landlord hereby covenants with the Tenant as follows:

6.1Quiet enjoyment

That
the Tenant paying the Reserved Rents and observing and performing the covenants conditions and agreements hereinbefore contained on the Tenant's part to be observed and performed
shall and may quietly enjoy the Premises during the Term without any interruption by the Landlord or any person rightfully claiming under or in trust for the Landlord or by title paramount.

6.2Enforcement of Headlease covenants

On
the request of the Tenant to take all reasonable steps to enforce the covenants on the part of the Head Landlord contained in the Headlease.

6.3Consents under the Headlease to be obtained

To
take all reasonable steps at the Tenant's expense to obtain the consent of the Head Landlord whenever the Tenant makes application for any consent required under this Lease where the
consent of both the Landlord and the Head Landlord is needed by virtue of this Lease and the Headlease.

6.4Covenant to pay Headlease rents

To
pay the rents reserved by the Headlease and so far as the Tenant is not liable for such performance under the terms of this Lease to perform the covenants and conditions on the part
of the tenant contained in the Headlease.

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6.5Services

To
use all reasonable endeavours to provide the Services as the Landlord may from time to time reasonably consider necessary or desirable in the interests of good estate management
provided that the Landlord shall not be liable for any breach of this obligation where the breach arises from:



6.6Warranties

To
use reasonable endeavours to enforce any guarantee or warranty of which it has the benefit in relation to the Retained Parts of the Common PartsPROVIDED
THAT:



6.7Landlord's Expenses

That
the Landlord's Expenses will not include:



7.Provisos

7.1Suspension of rent

If
during the Term the Premises shall be destroyed or damaged by an Insured Risk so as to be unfit for occupation or use and the policy or policies of insurance effected shall not have
been vitiated or payment of the policy moneys withheld or refused in whole or in part in consequence of any act neglect or default of the Tenant or any undertenant their respective servants agents or
licensees the Basic Rent or a fair proportion thereof according to the nature and extent of the damage sustained shall be suspended until either the Premises shall have again been rendered fit for
occupation or use by

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the Tenant or until the end of the period for suspension of the rent provided under the terms of the Headlease whichever is the shorter.

7.2Termination

If
after the expiration of three years from the date of the total destruction or such damage as to require substantial rebuilding of the Premises the Head Landlord shall have been unable
owing to circumstances beyond the Head Landlord's control to rebuild repair or otherwise reinstate the Premises notwithstanding the Head Landlord having used the Head Landlord's best endeavours to do
so either the Tenant (unless the Tenant shall have vitiated in whole or in part the policy of insurance maintained pursuant to the provisions of this Lease) or the Landlord shall be entitled at any
time thereafter to terminate the Term by six months' written notice to the other to expire at any time and at the expiration of such notice the Term shall cease and determine but without prejudice to
any right of action or remedy by either party against the other in respect of any antecedent breach of any of the covenants by the other herein contained (other than any covenant relating to the
repair and condition of the Premises) and thereupon the insurance moneys payable under the policy of insurance maintained pursuant to the provisions of this Lease shall belong to the Landlord.

7.3Landlord's right to forfeit Lease

If
any of the following events occur:





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7.4Landlord's right to carry out works on neighbouring premises



7.5No planning warranty

Nothing
in this Lease or in any consent granted by the Landlord shall imply a warranty by the Landlord that the Premises may be used for any specific purpose under the Planning Acts.

7.6Rights and easements

The
operation of section 62 of the Law of Property Act 1925 is excluded from this Lease and the Tenant shall not be entitled to any rights other than those expressly set out in
this Lease.

7.7Accidents

The
Landlord shall not be responsible to the Tenant or the Tenant's licensees servants or agents nor to any other persons for any damage or loss or any accident happening of injury
unless arising from any negligent act or omission of the Landlord its agents or employees.

7.8Compensation

Any
statutory right of the Tenant to claim compensation from the Landlord on vacating the Premises shall be excluded to the extent that the law allows.

7.9Disputes with adjoining occupiers



7.10Notices

Section 196
of the Law of Property Act 1925 as amended by the Recorded Delivery Service Act 1962 shall apply to any notice required to be served by this Lease.

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8.Surety's covenants

In
consideration of this Lease having been granted at the request of the Surety the Surety covenants with the Landlord for such time only as Seebeyond (UK) Limited remains bound by the
Tenant's covenants in this Lease in the terms of set out in schedule 4.

9.Governing Law and Jurisdiction

This
Lease shall be governed by and shall be construed in accordance with English law and the parties irrevocably agree to submit to the non-exclusive jurisdiction of the English courts.

10.Third Party Rights

This
lease creates no rights in any third parties to enforce its terms pursuant to section 1 of the Contracts (Rights of Third Parties) Act 1999.

11.New Lease

It
is hereby certified that this lease is a new lease for the purposes of the Landlord and Tenants (Covenants) Act 1995.

12.Effective Date

The
provisions of this deed (other than those contained in this clause) shall not have effect until this deed has been dated.

13.Exclusion Order

Having
been authorised to do so by an order of the Mayor's and City of London County Court
dated                                         
       2001 the parties hereby agree that the provisions of sections 24
to 28 (inclusive) of Part II of the Landlord and Tenant Act 1954 (as amended) shall not apply to this Lease.

This
Lease has been executed and delivered as a deed on the date first written above.

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SCHEDULE 1  Part 1  Rights Granted

The Tenant shall be entitled to exercise the following rights in common with the Landlord and all other persons having a like right:





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Part 2  Rights Reserved

SCHEDULE 2

The entries in the Property and Charges Registers of title number BK246060 but with the benefit of a Restrictive Covenant Indemnity Policy
Number 901Y186696 issued by the Sun Alliance Insurance Group.

SCHEDULE 3  Service Charge

Part 1  Computation and Payment

1.Certificate of Landlord's Expenses

1.1Landlord's Expenses.



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1.2Omissions

The
omission of any item of expenditure from a certificate of the Landlord's Expenses prepared for any Accounting Period shall not preclude the inclusion of such item in a certificate
for any subsequent Accounting Period during the Term.

1.3Issue of certificate

As
soon as reasonably practicable after each Accounting Period the Landlord shall ensure that:





1.4Certificates conclusive

Any
certificate issued by the Accountant or the Landlord's Surveyor in connection with the Landlord's Expenses shall be conclusive as to all matters of fact save in the case of manifest
error.

1.5Inspection

Within
three months after the issue of any certificate in relation to the Landlord's Expenses (but not more than once and by prior appointment only) the Tenant shall be entitled to
inspect all vouchers receipts or other evidence of expenditure relating to items comprised in the Landlord's Expenses.

2.Payment

2.1Payment of Service Charge

The
Tenant shall pay the Service Charge in respect of each Accounting Period.

2.2Payment of Interim Service Charge

For
each Accounting Period the Tenant shall pay to the Landlord by equal quarterly payments in advance on the four usual quarter days in every year the Interim Service Charge the first
payment being a proportionate sum in respect of the period from and including                        to the next following quarter
day to be made on the date of this Lease. If the Interim Service Charge for
any Accounting Period is not ascertained and notified to the Tenant by the first quarter day in that period the following provisions shall apply:



2.3Revision of Interim Service Charge

The
Landlord's Surveyor may revise the Interim Service Charge payable in respect of any Accounting Period to take into account any actual or expected increase in expenditure and as soon
as reasonably practicable following any revision the Landlord's Surveyor shall certify the amount of the revised Interim Service Charge.

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2.4Final account and adjustments



Part 2  Services

1.Repair and Maintenance

2.Provision of Facilities

The
provision and replacement of:



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3.Cleaning

Cleaning
treating and polishing the following to such standard as the Landlord shall reasonably consider adequate:



4.Contracts

Placing
and running contracts for the provision of the Services to the Building.

5.Gardens

Planting
and landscaping such parts of the Retained Parts as the Landlord reasonably considers appropriate and keeping all gardens and landscaped areas free from weeds and properly
attended.

6.Security

Policing
the Building controlling traffic and pedestrians and providing such security staff as the Landlord reasonably considers fit and proper and providing maintaining replacing and
renewing security equipment in the Building.

7.Employment

Employing
such persons as the Landlord reasonably considers necessary in connection with the provision of the Services including all or any of:



8.Fees

9.Notices

Providing
erecting maintaining and replacing notice boards notices and such other signs in the Building as the Landlord reasonably considers appropriate.

10.Outgoings

Discharging
all payments due in respect of:



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11.Administration

Administering
and managing the Building and performing the Landlord's other obligations in this Lease.

12.Statutory requirements

Taking
all steps which the Landlord shall reasonably consider appropriate for complying with making representations against or otherwise contesting any Planning Act or other statute
bylaw or notice relating to or alleged to relate to the whole or any part of the Building which is not the liability of any tenant of the Building.

13.Nuisance

Abating
any nuisance affecting the Building.

14.Other Services

Any
other services provided or works carried out by the Landlord in respect of the Building or any part of it which the Landlord reasonably considers appropriate for the efficient
management and use of the Building.

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SCHEDULE 4  Covenants by the Surety

Covenant and indemnity by Surety

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| | (a) |  | (i)   |  | if there shall be a disclaimer or surrender of this Lease whether by a liquidator trustee in bankruptcy the Crown or otherwise;                                                           
| | --- |  | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |  | (ii)  |  | if this Lease shall be forfeited; or                                                                                                                                                      
| |     |  | (iii) |  | if the Tenant (being a sole or the last surviving tenant) shall in the case of an individual die or in the case of a company be dissolved or if otherwise the Tenant shall cease to exist.



SCHEDULE 5  Authorised Guarantee Agreement

THIS DEEDis made
on                                         
       200

BETWEEN

33

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INTRODUCTION

AGREED TERMS



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| | (a) |  | (i)   |  | if there shall be a disclaimer or surrender of the Lease whether by a liquidator trustee in bankruptcy the Crown or otherwise;                                                                
| | --- |  | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |  | (ii)  |  | if the Lease shall be forfeited; or                                                                                                                                                           
| |     |  | (iii) |  | if the Assignee (being a sole or the last surviving tenant) shall in the case of an individual die or in the case of a company be dissolved or if otherwise the Assignee shall cease to exist,



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This
deed has been executed and delivered as a deed on the date first written above.

|EXECUTEDas a deed by SEEBEYOND (UK) LIMITEDacting by:           |  | )
)
)   |  |                                  
|--------------------------------------------------------------- |  | ------- |  | ---------------------------------
|                                                                |  |         |  |                                  
|                                                                |  |         |  |                                  
|                                                                |  |         |  | /s/ANDY BALCHINDirector          
|                                                                |  |         |  |                                  
|                                                                |  |         |  |                                  
|                                                                |  |         |  |                                  
|                                                                |  |         |  | /s/DAVE BENNETTDirector/Secretary
|EXECUTEDas a deed by SEEBEYOND TECHNOLOGY
CORPORATIONacting by: |  | )
)
)
) |  | /s/BARRY J. PLAGA                

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