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                                                                   EXHIBIT 10.26

DATED                                                                       2000
--------------------------------------------------------------------------------






                        TEMPLE PROPERTY HOLDINGS LIMITED

                                       AND

                                  EXULT LIMITED





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

                                    AGREEMENT

                            FOR LEASE OF PROPERTY AT
                     SIXTH FLOOR, 16 OLD BAILEY, LONDON EC4

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









                                SLAUGHTER AND MAY
                              35 BASINGHALL STREET
                                 LONDON EC2V 5DB
                              TEL NO: 020 7600 1200
                              FAX NO: 020 7600 0289
                                   PR003718981
                                   (DJB/JSYN)


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THIS AGREEMENT is made the        day of                         Two thousand

BETWEEN:

1.      TEMPLE PROPERTY HOLDINGS LIMITED (registered in England number 3897915)
        whose registered office is at 12 Gough Square, London EC4A 3DW

2.      EXULT LIMITED (registered in England number 3821294) whose registered
        office is at 20-22 Bedford Row, London WC1R 4JS

AND INCORPORATES the Standard Conditions of Sale (Third Edition) insofar as they
are applicable to an agreement for lease and are not inconsistent with its
express terms.

IT IS AGREED as follows:

1.    INTERPRETATION

1.1     In this Agreement, except where the context otherwise requires, the
        following words and expressions have the following meanings:

        "AGREEMENT FOR LEASE" means the agreement dated 31st March, 2000 made
        between the Superior Landlord (1) the Landlord (2) and D.C. Parker and
        Others (3);

        "THE COMPLETION DATE" means whichever is the latest of:

        (A)   the third working day after the date the Superior Landlord's
              licence to the proposed Underlease is obtained; and

        (B)   the third working day after the date the authorisation is obtained
              to exclude in relation to the proposed Underlease the provisions
              of sections 24 to 28 of the Landlord and Tenant Act 1954;

        "THE DOCUMENTS" means the Underlease and the Licence for Alterations;

        "THE EXTRACT RISER WORKS" means such of the works set out in the
        specification at ANNEXURE 4 as require access to and egress from the
        Property including the erection and decoration of the new riser cupboard
        and the making good and decoration of the ceilings, floors and walls;



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                                       2


        "THE LANDLORD" means the first named party to this Agreement which
        expression shall, where the context so admits, include its successors in
        title and assigns of its interest under the Superior Lease;

        "LANDLORD'S WORKS" means the works to be carried out by the Landlord at
        its own expense to fit out part of the building at 16 Old Bailey,
        London, EC4;

        "LICENCE FOR ALTERATIONS" means the draft licence for alterations at
        ANNEXURE 2 permitting the carrying out of the Tenant's Fitting Out
        Works;

        "THE PROPERTY" means Sixth Floor, 16 Old Bailey, London EC4 as more
        particularly described in and demised by the Underlease;

        "RENT COMMENCEMENT DATE" means 5th December, 2000;

        "RENT DEPOSIT DEED" means the draft rent deposit deed at ANNEXURE 3;

        "SUPERIOR LANDLORD" means Hammerson UK Properties Plc and its successors
        and assigns;

        "SUPERIOR LEASE" means the lease dated 1st September, 2000 made between
        the Superior Landlord (1) the Landlord (2) and DC Parker and others (3);

        "THE TENANT" means the second named party to this Agreement;

        "TENANT'S FITTING OUT WORKS" means the works to be carried out by the
        Tenant at its own expense to fit out the Property for use and
        occupation;

        "THE UNDERLEASE" means the draft underlease at ANNEXURE 1;

1.2     In this Agreement, unless otherwise specified:

        (A)     references to Standard Conditions are references to the several
                conditions of the Standard Conditions of Sale (Third Edition);

        (B)     any reference to a clause is a reference to a clause of this
                Agreement and any reference to a sub-clause is a reference to a
                sub-clause of the clause in which the reference appears;

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                                       3


        (C)     headings to clauses are for convenience only and do not affect
                the interpretation of this Agreement; and

        (D)     words and expressions unless otherwise stated have the meanings
                given to them in the Underlease.

2.      AGREEMENT FOR LEASE

2.1     The Landlord will grant and the Tenant will accept an underlease of the
        Property in the form of the Underlease.

2.2     The Property is let with vacant possession on completion.

2.3     The Landlord may not be required to grant the proposed Underlease except
        to the Tenant.

3.      SUPERIOR LANDLORD'S LICENCE

3.1     This Agreement is subject to the Superior Landlord's licence being
        obtained to the grant of the proposed Underlease.

3.2     The Tenant is to provide promptly such references, information and
        assistance as the Landlord or the Superior Landlord reasonably require
        to enable the Superior Landlord to consider the application for such
        licence.

3.3     Without being required to issue proceedings, the Landlord is to use all
        reasonable endeavours to obtain such licence at its own expense and the
        Tenant is to join in the licence if required by the Superior Landlord to
        covenant to observe and perform the lessee's covenants in the proposed
        Underlease and the Superior Lease. For the avoidance of doubt, the
        Tenant shall not be required to post any security with the Superior
        Landlord as a condition of obtaining the licence.

3.4     Unless it is in breach of its obligations in this clause, either party
        may by notice in writing to the other determine this Agreement where the
        Superior Landlord's licence has not been obtained by the date which is
        three months after the date of this Agreement without prejudice to the
        rights of either party in respect of any prior breach of either of the
        parties obligations under this Agreement.

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                                       4


4.      EXCLUSION ORDER

4.1     This Agreement is also subject to a court of competent jurisdiction
        authorising an agreement excluding in relation to the proposed
        Underlease the provisions of sections 24 to 28 of the Landlord and
        Tenant Act 1954.

4.2     The Landlord and the Tenant shall make and diligently pursue a joint
        application (and if necessary re-apply) to the court for such
        authorisation.

4.3     Unless it is breach of its obligations in this clause, either party may
        by notice in writing to the other rescind this Agreement forthwith where
        the authorisation has not been obtained by the date which is three
        months after the date of this Agreement whereupon this agreement will
        immediately determine but without prejudice to the rights of either
        party in respect of any prior breach of any of the parties' obligations
        under this agreement.

5.      TITLE

        Before the date of this Agreement, the Tenant has been supplied with a
        copy of the Superior Lease and a copy of the entries on the register at
        H.M. Land Registry of Title No. NGL757840 as at 2nd February, 2000
        relating to the Superior Landlord's title to the Property and the Tenant
        accepts such title without any further enquiry or requisition.

6.      INCUMBRANCES

6.1     The Property is let subject to:

        (A)     the matters contained or referred to in or affecting the title
                to the Property produced or deduced to the Tenant prior to the
                date hereof except for entries or other charges to secure
                monies;

        (B)     all matters capable of registration as local land charges or
                otherwise whether registered or not;

        (C)     all notices served and proposals, requirements or agreements
                made (whether or not subject to confirmation) by or (as the case
                may be) with any competent authority or arising under statute
                other than in respect of matters

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                                       5


                which are properly the responsibility of the Landlord under this
                Agreement;

        (D)     all matters in the nature of overriding interests as set out in
                section 70(1) of the Land Registration Act 1925 as amended;

        (E)     all matters disclosed or which might reasonably be expected to
                be disclosed by searches and enquiries made by or on behalf of
                the Tenant or which a prudent lessee ought to make other than as
                aforesaid.

7.      PUBLIC REQUIREMENTS

7.1     The Property is let subject to and the Tenant is to indemnify the
        Landlord against all public requirements and all matters registered or
        capable of being registered with any local or other competent authority
        at the date of this Agreement or at completion.

7.2     The Tenant takes the Property with full notice of the use or development
        for which permission has been granted and accepts the position without
        any further enquiry or requisition.

8.      LICENCE TO OCCUPY

8.1     If the Landlord at the request of the Tenant permits the Tenant to
        occupy the Property before actual completion then as from the date of
        such occupation until it comes to an end the Tenant:

        (A)     is not to occupy the Property otherwise than as the licensee of
                the Landlord;

        (B)     is not to permit any third party other than its fit-out
                contractors to use or occupy the Property;

        (C)     is to pay or indemnify the Landlord against all outgoings and
                other expenses in respect of the Property and all services
                consumed by the Tenant at the Property which the Tenant would
                have been liable to pay under the Underlease had the Underlease
                been completed;

        (D)     is to comply with all statutory provisions in respect of the
                Property;

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                                       6


        (E)     is to pay the Landlord on demand a fee at the same annual rate
                as the rents referred to in the Underlease (but nothing in
                respect of the rent first reserved thereunder until 5th
                December, 2000);

        (F)     is to perform and observe the covenants and conditions contained
                in the Underlease as if a lease in the form of the Underlease
                had been granted so far as the same may be applicable to the
                permission to occupy;

        (G)     is not to carry out any work to the Property other than in
                accordance with CLAUSE 11 of this Agreement and with the
                Landlord's express written approval;

        (H)     is not to do or permit or suffer anything which may cause the
                Superior Landlord's insurance of the Property to be vitiated or
                the insurance monies withheld in whole or in part; and

        (I)     is to procure that no advertising hoardings, boards or signs are
                to be placed on or around the Building (as defined in the
                Underlease) by its contractors or in respect of its own
                occupation.

8.2     The permission to occupy will come to an end on actual completion or on
        not less than seven working days' notice from the Landlord if:

        (A)     any of the circumstances occur which would entitle the Landlord
                to terminate this Agreement whether or not it does so;

        (B)     this Agreement is rescinded; or

        (C)     completion of the proposed Underlease does not take place on the
                Completion Date by reason of the Tenant's default.

8.3     Upon the permission to occupy coming to an end otherwise than by actual
        completion, the Tenant is forthwith to vacate the Property.

8.4     Any work carried out to the Property by the Tenant or at its request
        before actual completion is at the sole risk and expense of the Tenant
        and the Tenant is to indemnify the Landlord against the reasonable and
        proper expense of reinstating the

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        Property should the Landlord require the Property to be reinstated if:-

        (A)     completion does not take place on or before the Completion Date
                otherwise than by reason of the Landlord's default; or

        (B)     the Superior Landlord refuses consent in accordance with the
                terms of the Superior Lease (whether or not the Underlease has
                been granted).

9.      COMPLETION

9.1     Completion of the Underlease and the Rent Deposit Deed is to take place
        on the Completion Date upon which the Tenant will pay to the Landlord
        the sum of four hundred and ninety thousand pounds (L490,000) in
        accordance with the Rent Deposit Deed.

9.2     Apportionments are to be made with effect from the Completion Date
        except where completion is delayed by reason of the Tenant's default and
        the Landlord elects that they should be made from actual completion.

10.     THE UNDERLEASE

10.1    The term of the Underlease is to commence on 13th June, 2000.

10.2    The liability to pay the yearly rent reserved by the Underlease
        (excluding, for the avoidance of doubt, the service charge and insurance
        rent which shall be payable from the date of the Tenant's occupation
        pursuant to CLAUSE 8 of this Agreement) is to commence upon the Rent
        Commencement Date.

11.     TENANT'S FIT OUT WORKS

11.1    The Landlord will as soon as reasonably practicable provide the carpet
        in the quantity supplied to the Landlord by the Superior Landlord
        pursuant to CLAUSE 13.6 of the Agreement for Lease in the colour option
        notified by the Tenant to the Landlord for the floor of the Property and
        the Tenant will, at its own cost, install the carpet in a good and
        workmanlike manner to the reasonable satisfaction of the Landlord and in
        accordance with the provisions of this CLAUSE 11.

11.2    The Landlord shall provide to the Tenant as soon as reasonably
        practicable after receiving the same from the Superior Landlord, such
        information relating to the Property as the Tenant may

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        reasonably require in order to plan and design and tender the Tenant's
        Fitting Out Works.

11.3    The Tenant may provide to the Superior Landlord and the Landlord for
        their approval (in each case such approval not to be unreasonably
        withheld) plans, specifications and such other information as the
        Superior Landlord and/or the Landlord shall reasonably require in
        relation to the whole or parts of the Tenant's Fitting Out Works and the
        Landlord shall consider such parts for approval without requiring the
        submission of such information in relation to the whole of the Tenant's
        Fitting Out Works but the Tenant shall not commence any part of the
        Tenant's Fitting Out Works until the details in relation to such part
        have been approved by the Landlord and the Superior Landlord in writing
        (and in the case of the Landlord, such consent not to be unreasonably
        withheld or delayed).

11.4    If not granted by the commencement of the Tenant's Fitting Out Works, on
        carrying out the Tenant's Fitting Out Works the Tenant will comply with
        the obligations of the tenant in the Licence for Alterations as if it
        had been granted.

11.5    As soon as practicable after completion of the relevant Tenant's Fitting
        Out Works (and in any event on completion of the Licence for
        Alterations) the Tenant will deliver to the Superior Landlord and the
        Landlord at its own cost:

        (A)     two complete sets of the final "as-built" scale drawings of the
                relevant Tenant's Fitting Out Works and one set of DXF files on
                computer disk or in such other format as the Superior Landlord
                and/or the Landlord reasonably requests and as can be produced
                at no material additional cost to the Tenant;

        (B)     a complete reproduceable set of "as-built" scale drawings of the
                mechanical, electrical and other installations and services of
                the Tenant's Fitting Out Works and one set of DXF files (or such
                other format as the Superior Landlord and/or the Landlord
                reasonably requires and as can be produced at no material
                additional cost) on computer disk showing the same;

        (C)     one copy of the proposed entries in the Health and Safety file
                for the Property in respect of the Tenant's Fitting Out Works
                together with a copy on optical disk;

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        (D)     a schedule listing the names and addresses of all contractors
                and principal subcontractors and suppliers who have been
                involved in or concerned with the Tenant's Fitting Out Works.

11.6    Subject to the grant by the Superior Landlord, the Landlord will grant
        and the Tenant will take up and execute the Licence for Alterations.

11.7    Subject to:-

        (A)     receipt from the Tenant of all plans, specifications and other
                information which the Landlord and/or the Superior Landlord may
                reasonably require; and

        (B)     the carrying out and completion of the Tenant's Fitting Out
                Works not resulting in the Landlord being in breach of the terms
                of the Superior Lease;

        then, without being required to issue proceedings, the Landlord is to
        use all reasonable endeavours to obtain the Licence for Alterations
        (with the costs of the Superior Landlord being the responsibility of the
        Tenant).

12.     TERMINATION

        The Landlord or Tenant may terminate this Agreement forthwith without
        prejudice to accrued rights of action if:

        (A)     the other party fails to comply with any of its obligations
                under this Agreement within fourteen working days of being
                notified in writing of such non-compliance by the party not in
                default; or

        (B)     (in the case of the Landlord only) any event happens which would
                entitle the Landlord to re-enter upon the Property in accordance
                with the terms of the Underlease (whether or not after notice)
                if the proposed Underlease had actually been granted.

13.     INTEREST

        If so required and without prejudice to the Landlord's other remedies,
        the Tenant is to pay to the Landlord interest (as well after as before
        after any judgment) at the contract rate on sums becoming due under this
        Agreement (whether or not formally

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        demanded) and not paid within ten working days of their becoming due
        from the date they become due down to the date of payment.

14.     SET-OFF

        All amounts payable by the Tenant under this Agreement are to be paid in
        full free from all set-off claims, counterclaims or demands without any
        deduction, withholding, restriction or condition.

15.     ACKNOWLEDGEMENT

15.1    The Tenant acknowledges that:

        (A)     it enters into this Agreement on the basis of the replies of the
                relevant authorities to its enquiries;

        (B)     it has carried out its own survey and inspection of the Property
                and formed its own view as to its suitability for the Tenant's
                purposes;

        (C)     the Landlord's written replies to formal preliminary enquiries
                raised through the Landlord's solicitors are the only authorised
                statements by or on behalf of the Landlord made in connection
                with the proposed Underlease; and

        (D)     it enters into this Agreement on the basis of the replies to the
                enquiries provided to the Landlord by the Superior Landlord and
                the letter of reliance in favour of the Tenant from the Superior
                Landlord's solicitors.

15.2    Nothing contained or implied in this Agreement shall be or be taken to
        be and there is expressly excluded any representation, warranty or
        undertaking by or on behalf of the Landlord in relation to the Property
        or its fitness for the Tenant's or any other purpose.

15.3    The parties acknowledge that this Agreement constitutes the entire
        agreement between the parties concerning its subject matter and has set
        out in it or incorporates all the terms which the parties have expressly
        agreed so that any agreement or arrangement entered into
        contemporaneously is collateral to it and is not part of it.

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16.     NOTICES

16.1    Any demand or notice to be served on any party under this Agreement will
        be validly served if sent by first class post addressed to that party
        and if there is more than one of them to any of them at the persons
        registered office address (as recorded for the time being at Companies
        House) if it is a company or at its last known address or at the address
        given in this Agreement.

16.2    Any demand or notice sent by post will be conclusively treated as having
        been served 48 hours after posting.

16.3    The provisions for postal service set out above are not to prevent any
        other effective form of service.

17.     EXTRACT RISER

17.1    Subject to CLAUSE 17.2, the Tenant permits the Landlord (and those
        authorised by the Landlord) access to the Property at all reasonable
        times as well after the grant of the Underlease as before to carry out
        the Extract Riser Works such works to be carried out at the Landlord's
        cost in a good and workmanlike manner using good quality materials and
        in accordance with all necessary consents, the Construction (Design
        Management) Regulations 1994 and statute or other legislation for the
        time being in force.

17.2    During the carrying out of the Extract Riser Works and the Landlord's
        Works the Landlord will (or will procure as the case may be):-

17.2.1  that the minimum possible inconvenience disturbance or nuisance is
        caused to the Tenant; and

17.2.2  that the minimum possible damage to the Property and the Tenant's
        property or equipment at the Property is caused and will as soon as
        reasonably practicable make good any damage to the Tenant's reasonable
        satisfaction.

17.3    The parties shall procure that their respective contractors liase with
        each other in order to co-ordinate the carrying out of the Extract Riser
        Works, the Landlord's Works and the Tenant's Fitting Out Works and to
        minimise the impact on each other's programme for execution of the
        respective works.

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                                       12


18.     FURTHER WORKS

18.1    The Tenant permits the Landlord and the Superior Landlord and those
        persons authorised by either of them unrestricted access to the Property
        as well after the grant of the Underlease as before to carry out the
        works contemplated by this clause.

18.2    The Landlord shall use reasonable endeavours to procure that the
        snagging items identified in the schedule at ANNEXURE 5 affecting the
        Property or the Common Parts (as defined in the Underlease) are
        rectified as soon as reasonably practicable.

18.3    During the Defects Period (as defined in the Agreement for Lease) if the
        Tenant notifies the Landlord of any defects appearing in the Property
        the Landlord shall notify the Superior Landlord in accordance with
        CLAUSE 8.1 of the Agreement for Lease of such defects and shall use
        reasonable endeavours to procure that the Superior Landlord makes good
        such defects as appear on the schedule of defects prepared by the
        architect pursuant to CLAUSE 8.1 of the Agreement for Lease in
        accordance with CLAUSE 8.2 of the Agreement for Lease.

18.4    In the carrying out of its obligations pursuant to CLAUSE 18.2 and 18.3
        of this Agreement the Landlord shall use all reasonable endeavours to
        procure that the Superior Landlord has regard to the Tenant's programme
        for the carrying out of the Tenant's Fitting Out Works and uses
        reasonable endeavours to procure that (insofar as practicable) any
        remedial works to be performed shall be carried out in a manner so as
        not to interfere materially with the carrying out of the Tenant's
        Fitting Out Works.

19.     NON-MERGER

        The Landlord's and Tenant's obligations under this Agreement shall
        continue notwithstanding the grant of the Underlease insofar as they
        remain to be performed and observed.

20.     RESOLUTION OF DISPUTES

        If there shall be any dispute between the parties arising out of or in
        connection with this Agreement it may be referred by either party to an
        independent chartered surveyor agreed upon between the parties or
        nominated on the application of either party by the President for the
        time being of the Royal Institution of Chartered Surveyors or (his duly
        appointed

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                                       13


        deputy) for determination and the said surveyor shall act as an
        arbitrator in accordance with the Arbitration Act 1996.

21.     INDEMNITY

        In respect of any indemnity given by the Tenant to the Landlord, the
        Landlord covenants to give the Tenant notice of any claims made under
        any insurance policy, not to admit liability, settle, adjust or
        compromise any such claim without giving the Tenant a reasonable period
        in which to make representations in respect thereof.

22.     CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

        The parties to this Agreement do not intend that any term of this
        Agreement is to be enforceable, by virtue of the Contracts (Rights of
        Third Parties) Act 1999, by any person who is not a party to this
        Agreement.

23.     STANDARD CONDITIONS

        In the Standard Conditions:

        (A)     "clearing bank" means Barclays Bank PLC, Lloyds TSB Bank PLC,
                HSBC Bank PLC or National Westminster Bank PLC;

        (B)     the "contract rate" means 4 per centum per annum over the base
                lending rate from time to time of National Westminster Bank PLC;
                and

        (C)     General Conditions 2.2, 3.1.1, 3.1.2, 4.3.2, 4.5, 5.1.1, 5.1.2,
                5.1.3, 5.2, 6.3.2, 6.8.4, 7.3, 8.1.3 and 8.2.4 shall not apply.

AS WITNESS the parties or the duly authorised representatives of the parties
have signed this Agreement the day and year first before written.

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                                       14




Signed for and on behalf             )
of the Tenant                        )
                                     )
by                                   )
                                     )


Signed for and on behalf             )
of the Landlord                      )
                                     )
by                                   )
                                     )

























<PAGE>   16
                                       15



                                    ANNEXURES

Annexure 1  -  Underlease

Annexure 2  -  Licence for Alterations

Annexure 3  -  Rent Deposit Deed

Annexure 4  -  Extract Riser Works

Annexure 5  -  Snagging List
<PAGE>   17
DATED                                                                       2000
--------------------------------------------------------------------------------




                        TEMPLE PROPERTY HOLDINGS LIMITED

                                       AND

                                  EXULT LIMITED

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

                                   COUNTERPART

                                   UNDERLEASE

                                       OF

                           SIXTH FLOOR 16 OLD BAILEY,

                                   LONDON EC4

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



                                SLAUGHTER AND MAY
                              35 BASINGHALL STREET
                                 LONDON EC2V 5DB
                                  REF: DJB/JSYN




<PAGE>   18

                                   PARTICULARS



DATE                                                                        2000

NEW OR OLD TENANCY           The tenancy created by this Underlease is a new
                             tenancy for the purposes of the Landlord and Tenant
                             (Covenants) Act 1995.

LANDLORD                     TEMPLE PROPERTY HOLDINGS LIMITED (Co. Reg. No.
                             3821294)

Registered Office            12 Gough Square, London EC4A 3DW

TENANT                       EXULT LIMITED (Co Reg No 3897915)

Registered Office            20-22 Bedford Row, London WC1R 4JS

PREMISES                     The Sixth Floor of the Building as shown edged red
                             on the Plans.

BUILDING                     16 Old Bailey, London EC4

TERM GRANTED                 10 years from and including the Term Commencement
                             Date.

TERM COMMENCEMENT DATE       13 June 2000.

RENT                         Four hundred and thirty one thousand nine hundred
                             and forty one pounds (pound sterling)431,941) per
                             annum, subject to review.

RENT COMMENCEMENT DATE       5th December 2000.

RENT REVIEW DATE             13th June 2005.

SERVICE CHARGE               The service charge payable pursuant to the terms of
                             the Superior Lease.

INTEREST RATE                3 percent over the HSBC Bank plc Base Rate.

PERMITTED USE                Offices within Use Class B1(a) of the Town and
                             Country Planning (Use Classes) Order 1987.



<PAGE>   19

                                        2


DATE                                                                       2000

PARTIES

(1)     TEMPLE PROPERTY HOLDINGS LIMITED (incorporated and registered in England
        and Wales under company number 3897915), the registered office of which
        is at 12 Gough Square, London EC4A 3DW; and

(2)     EXULT LIMITED (incorporated and registered in England and Wales under
        company number 3821294), the registered office of which is at 20-22
        Bedford Row, London WC1R 4JS.

        IT IS AGREED AS FOLLOWS:

1.      DEFINITIONS

        In this Underlease the following definitions apply:

        "BASE RATE"

                means the base rate from time to time of HSBC Bank plc, or if
                that rate is no longer published then the rate of interest which
                the Landlord reasonably considers to be most closely comparable
                to minimum lending rates generally applicable in the UK from
                time to time;

        "BUILDING"

                means 16 Old Bailey, London EC4 and all Service Media on, over
                or under such land, and Service Media outside such land but
                exclusively serving it (excluding, in both cases, any Service
                Media which are not owned by the Superior Landlord);

        "COMMON PARTS"

                means the management office, main reception, stairways,
                landings, corridors, lifts, lavatories, refuse areas, and other
                internal areas of the Building other than the Premises or the
                Offices and the deliveries areas, car park and other means of
                access to the Offices and other external areas of the Building;

        "GROUP"

                means a group of companies within the meaning of section 42 of
                the Landlord and Tenant Act 1954;



<PAGE>   20
                                       3



        "INSURANCE RENT"

                means the sum payable to the Superior Landlord pursuant to
                CLAUSE 7.1.2 of the Superior Lease;

        "INSURED RISKS"

                means any risk against which the Superior Landlord insures
                pursuant to the terms of the Superior Lease.

        "INTEREST RATE"

                means 3 percent over the Base Rate;

        "LANDLORD"

                means the first party to this deed and its successors in title
                and persons entitled to the reversion immediately expectant on
                the termination of this Underlease;

        "THIS UNDERLEASE"

                means this deed as varied or supplemented by any Supplemental
                Document;

        "OFFICES"

                means the parts of the Building (other than the Premises) which
                are intended for letting on the basis of a demise similar in
                nature to the Premises, or which are let;

        "PERMITTED PART"

                means any part of the Premises which is by its nature capable of
                being separately let and provided that at no time shall there be
                more than two occupiers at the Premises disregarding common
                parts and treating the Tenant and each tenant of a Permitted
                Part and persons with whom it is entitled to share occupation in
                each case as a single occupier for this purpose;

        "PERMITTED USE"

                means offices within Use Class B1(a) of the Town and Country
                Planning (Use Classes) Order 1987 (as at the date that Order
                first came into force);



<PAGE>   21
                                       4



        "PLANS"

                means the plans annexed to this deed;

        "PLANNING ACTS"

                means the Town and Country Planning Act 1990, the Planning
                (Listed Building and Conservation Areas) Act 1990, the Planning
                (Hazardous Substances) Act 1990 and the Planning and
                Compensation Act 1991;

        "PREMISES"

                means:

                The Sixth Floor, 16 Old Bailey, London EC4 of the Building as
                shown for identification only edged red on the Plans bounded by
                and including:

                (a)     the interior plaster and other finishes of the external
                        walls of such premises and the walls dividing the
                        Building from other property (but excluding any other
                        part of such wall(s);

                (b)     the inner half of the non-load-bearing internal walls
                        dividing such premises from other parts of the Building
                        (but excluding any other part of such walls);

                (c)     the interior plaster and other finishes of the internal
                        load-bearing walls dividing such premises from other
                        parts of the Building (but excluding any other part of
                        such walls);

                (d)     the flooring, raised floors any voids beneath them down
                        to and including the floor screeds but excluding the
                        joists floor slabs or other structures supporting such
                        flooring;

                (e)     the suspended or false ceilings and any voids above them
                        up to and including the finishes on the underside of the
                        ceiling slabs but excluding the ceiling slabs,

                and including:

                (f)     the whole of any non-load-bearing walls, columns and
                        partitions within such premises;



<PAGE>   22
                                       5



                (g)     the interior plaster and other finishes of load-bearing
                        walls and columns within such premises (but excluding
                        any other part of such walls and columns);

                (h)     the doors and windows and door and window frames and
                        fittings at such premises;

                (i)     landlord's fixtures from time to time within such
                        premises, but if those fixtures are Service Media then
                        only if they fall within PARAGRAPH (j) below;

                (j)     Service Media within and from time to time exclusively
                        serving such premises and which are owned by the
                        Superior Landlord (but excluding any other Service
                        Media);

                and comprising the following square footage: 8906;

        "QUARTER DAYS"

                means 25 March, 24 June, 29 September and 25 December in each
                year;

        "REINSTATEMENT SPECIFICATION"

                means the specification annexed hereto or in the event that
                materials listed in the specification are not reasonably
                available from time to time at reasonable cost or are not
                appropriate for use then reference to such materials will be
                substituted by reference to materials of no less quality which
                perform a similar function;

        "RENT"

                means four hundred and thirty one thousand nine hundred and
                forty one pounds (pound sterling)431,941) per annum as reviewed
                under this Lease;

        "RENT COMMENCEMENT DATE"

                means 5th December 2000;

        "REVIEW DATE"

                means 13th June 2005;



<PAGE>   23
                                       6



        "SERVICE CHARGE BALANCE"

                means the sum payable to the Superior Landlord pursuant to
                CLAUSE 7.1.3 of the Superior Lease;

        "SERVICE CHARGE ESTIMATE"

                means the sum in respect of the Service Charge Estimate (as
                defined in the Superior Lease) payable to the Superior Landlord
                pursuant to CLAUSE 7.1.1 of the Superior Lease;

        "SERVICE MEDIA"

                means conduits and equipment used for the reception, generation,
                passage and/or storage of Utilities and all fire alarms, smoke
                detectors, sprinklers, dry risers, security cameras and closed
                circuit television apparatus;

        "STRUCTURAL PARTS"

                means all parts of the Building other than the Common Parts, the
                Offices and the Premises;

        "SUPERIOR LANDLORD"

                means the person entitled for the time being to the reversion
                expectant upon the determination of the Superior Lease;

        "SUPERIOR LEASE"

                means the Superior Lease dated 1st September 2000 and made
                between (1) Hammerson UK Properties Plc (2) the Landlord and (3)
                D.C. Parker and others under which the Landlord holds the
                Premises for a term of 25 years;

        "SUPPLEMENTAL DOCUMENT"

                means any deed, agreement, licence, memorandum or other document
                which is supplemental to this deed;

        "SURVEYOR"

                means an independent chartered surveyor appointed jointly by the
                Landlord and the Tenant or, if they do not agree on the identity
                of such surveyor, by the President of the Royal Institution of
                Chartered Surveyors (or any other officer authorised to carry
                out that function) on the application of either the Landlord or
                the Tenant in accordance with this Underlease;


<PAGE>   24
                                       7


        "TENANT"

                means the second party to this deed and its successors in title;

        "TERM"

                means the term of years created by this deed;

        "TERM COMMENCEMENT DATE"

                means 13th June 2000;

        "UTILITIES"

                means electricity, gas, water, foul water and surface drainage,
                heating, ventilation and air-conditioning, smoke and fumes,
                signals, telecommunications, satellite and data communications
                and all other utilities;

        "VAT"

                means value added tax payable by virtue of the Value Added Tax
                Act 1994;

        "WORKING DAY"

        means any day (other than Saturday) on which banks are usually open for
        business in England and Wales.

2.      INTERPRETATION

2.1         In this Underlease:

2.1.1           the table of contents and clause headings are for reference only
                and do not affect its construction;

2.1.2           the words "include" and "including" are deemed to be followed by
                the words "without limitation";

2.1.3           general words introduced by the word "other" do not have a
                restrictive meaning by reason of being preceded by words
                indicating a particular class of acts, things or matters, and

2.1.4           obligations owed by or to more than one person are owed by or to
                them jointly and severally.



<PAGE>   25
                                       8


2.2         In this Underlease, unless otherwise specified:

2.2.1           a reference to legislation is a reference to all legislation
                having effect in the United Kingdom at any time during the Term,
                including directives, decisions and regulations of the Council
                or Commission of the European Union having the force of law, and
                Acts of Parliament and orders, regulations, consents, licences,
                notices and bye-laws made or granted under any Act of Parliament
                or any such directive, decision or regulation of the Council or
                Commission of the European Union, or made or granted by a local
                authority or by a court of competent jurisdiction;

2.2.2           a reference to particular legislation is a reference to that
                legislation as amended, consolidated or re-enacted from time to
                time and to all subordinate legislation made under it from time
                to time;

2.2.3           a reference to a person includes an individual, corporation,
                company, firm, partnership or government body or agency, whether
                or not legally capable of holding land; and

2.2.4           a reference to a clause is a reference to a clause or sub-clause
                of this Underlease.

2.2.5           any reference to costs which are or may be payable by the Tenant
                (including the cost of registration of any completed
                transaction) shall include but not be limited to all reasonable
                and proper legal costs, surveyors' and architects' fees, and
                other reasonable and proper professional fees and all other
                expenditure incidental thereto or attendant thereon incurred by
                the Landlord on its own account or where required by the
                Superior Landlord;

2.2.6           reference to any right exercisable by the Landlord or any right
                exercisable by the Tenant in common with the Landlord shall be
                construed as including (where appropriate) the exercise of such
                right:-

                (a)     by the Superior Landlord and any mortgagee of the
                        Landlord or the Superior Landlord and all persons
                        authorised by them, and

                (b)     in common with all other persons having a like right;
                        and

2.2.7           reference to any consent or approval required from the Landlord
                shall be construed as also including a requirement to obtain the
                consent or approval of the Superior Landlord where the Superior
                Landlord's consent or approval would be required under the terms
                of the Superior Lease except that nothing herein shall be
                construed as imposing on the Superior Landlord any obligation
                (or indicating that such an obligation is imposed on the
                Superior


<PAGE>   26
                                       9


                Landlord by the terms of the Superior Lease) not unreasonably to
                refuse any such consent or approval.

2.3         In this Underlease.

2.3.1           an obligation of the Tenant not to do something includes an
                obligation not to cause or allow that thing to be done;

2.3.2           a reference to any act or to any act or omission of the Tenant
                includes any act or any act or omission of any other person at
                the Premises or the Building with the Tenant's express or
                implied authority which for this purpose shall not include the
                Landlord its servants agents or licensees;

2.3.3           the rights of the Landlord under any clause are without
                prejudice to the rights of the Landlord under any other clause
                or Supplemental Document or other instrument entered into in
                connection with this Underlease;

2.3.4           the obligations of or restrictions on the Tenant under any
                clause, Supplemental Document or other instrument entered into
                in connection with this Underlease, are without prejudice to the
                obligations of or restrictions on the Tenant, or to the rights
                of the Landlord under any other clause, Supplemental Document or
                other instrument entered into in connection with this
                Underlease;

2.3.5           a reference to the consent or approval of the Landlord means the
                prior consent in writing of the Landlord, signed by or on behalf
                of the Landlord;

2.3.6           references to the end of the Term are to the end of the Term
                whether before, at or after the end of the term of years granted
                by this Underlease;

2.3.7           references to a fair proportion of any sum are to the whole or a
                proportion of that sum which is fair and reasonable to be
                determined by arbitration in case of dispute;

2.3.8           the perpetuity period is 80 years from the date of this deed;

2.3.9           where a sum is expressed to be payable on demand, it will become
                payable, unless otherwise specified, five Working Days after the
                demand has been made; and

2.3.10          unless otherwise specified, references to the Premises and the
                Building include any part of the Premises or the Building.


<PAGE>   27
                                       10



2.4         In relation to any indemnity in this Underlease by the Tenant to the
            Landlord:

2.4.1           as soon as reasonably possible after the Landlord shall in good
                faith consider that any such claim would be the subject of such
                indemnity to give notice in writing to the Tenant of any claim
                brought or made or threatened to be brought or made against the
                Landlord; and

2.4.2           not to admit liability, settle, adjust or compromise any such
                claim without first notifying the Tenant and (save to the extent
                that it is impossible or impractical so to do) giving the Tenant
                a reasonable period within which to make representations in
                respect thereof and giving due consideration to any such
                representation.

3.      GRANT AND TERM

        The Landlord leases the Premises to the Tenant for a term of ten years
        from and including the Term Commencement Date expiring on and including
        12 June 2010, the Tenant paying the following sums, which are reserved
        as rent: the Rent, the Service Charge Estimate, the Insurance Rent, the
        Service Charge Balance, the Second Service Charge Rent (as defined in
        the Second Schedule) and any VAT payable on those sums and any interest
        due under this Underlease.

4.      RIGHTS GRANTED

4.1         The following rights are granted by the Landlord to the Tenant:

4.1.1           the right to enter and exit from the Premises over the Common
                Parts;

4.1.2           the right to have the name of the Tenant (or other permitted
                occupier(s)) displayed on a name board to be provided by the
                Superior Landlord in the ground floor reception area of the
                Building in a style approved by the Superior Landlord and the
                Landlord in each case such approval not to be unreasonably
                withheld;

4.1.3           the right to display a sign at the entrance to the Premises
                showing the names of the Tenant and any other permitted
                occupiers and any companies having their registered office at
                the Premises in a style approved by the Landlord such approval
                not to be unreasonably withheld;

4.1.4           the right to use the lavatories on the Common Parts;

4.1.5           the right to use the refuse areas on the Common Parts;



<PAGE>   28

                                       11


4.1.6           the right to use the Service Media forming part of the Building
                which serve, but do not form part of, the Premises;

4.1.7           the right to enter other parts of the Building in order to carry
                out any repairs to the Premises, but only if those repairs
                cannot reasonably be carried out without such entry, and subject
                to the Tenant complying with CLAUSE 4.3;

4.1.8           the right of support and protection from the rest of the
                Building to the extent existing at the date of this deed;

4.1.9           the right to install, repair, replace, inspect and use such
                plant and machinery on the roof space shown edged red on the
                Plans as the Tenant may reasonably require having regard to the
                requirements of the other occupiers in the Building in
                connection with the proper use of the Premises;

4.1.10          the right to construct, repair, replace, inspect and use such
                Service Media as the Tenant shall require in connection with the
                proper use of the Premises running between the different parts
                of the Building such Service Media to be constructed in the
                appropriate risers and ducts within the Building and in such a
                way as shall be approved by the Landlord such approval not to be
                unreasonably withheld or delayed;

4.1.11          the right to pass and repass at all times with or without
                vehicles over and upon those parts of Green Arbour Court as are
                coloured brown on the plan attached to the transfer dated 12
                December 1997 and made between Railtrack plc (1) and Barclays
                Bank plc (2); and

4.1.12          the right granted in a deed of easement dated 22 January 1998
                and made between Ludgate Management Limited (1) Barclays Bank
                plc (2) Railtrack PLC (3) and BLCT (2777) Limited (4) subject to
                the terms and conditions of that deed and in the event that the
                Superior Landlord requests the Landlord's consent to terminate
                the rights pursuant to clause 6.2 of that deed, the Landlord
                shall not give consent without obtaining the agreement of the
                Tenant that reasonably suitable alternative access to the
                western side of the Building has been obtained.

4.2         The rights granted by CLAUSE 4.1:

4.2.1           are granted only to the extent that the Landlord has power to
                grant them at the date of this Underlease;

4.2.2           save where indicated otherwise are not granted to the Tenant
                exclusively, but are to be used in common with the Landlord, any


<PAGE>   29
                                       12


                other tenants and lawful occupiers of the Building, and other
                persons authorised by them;

4.2.3           may be interrupted or temporarily varied for the purposes of any
                works of maintenance, repair, alteration or the replacement of
                any building, lifts or lift equipment or Service Media in
                connection with which the rights are exercised provided that
                save in emergency reasonable prior notice is given and
                reasonably suitable alternative arrangements are made available;

4.2.4           are to be exercised by the Tenant, and any authorised
                undertenant, in accordance with any reasonable regulations which
                the Landlord may make for the proper management of the Building;
                and

4.2.5           in the case of the rights referred to in CLAUSE 4.1.11 and
                4.1.12 will last only until such time as any land over or
                through which they are exercised is adopted or acquired by a
                third party for the purposes of providing the relevant facility
                to the general public.

4.3         The right granted by CLAUSE 4.1.7 is granted subject to the
            conditions that the Tenant may, except in cases of emergency, only
            exercise that right after having given reasonable prior written
            notice to the occupier of the relevant other property, the Superior
            Landlord and the Landlord, and in any event on the conditions that:

4.3.1           it is exercised in a manner which causes as little inconvenience
                as reasonably practicable to the occupier of the other property;
                and

4.3.2           the person exercising that right shall immediately make good any
                damage caused to that other property and to any items belonging
                to the Superior Landlord, the Landlord, the tenant or the
                occupier of the other property which are at the other property;

            and the Tenant shall ensure that the person exercising that right
            complies with the terms of this CLAUSE 4.3.

4.4         Nothing contained or referred to in this Underlease will confer on,
            or grant to, the Tenant any right, easement or privilege other than
            those which are set out in CLAUSE 4.1 and section 62 of the Law of
            Property Act 1925 will not apply to this Underlease.

4.5         Nothing contained or referred to in this Underlease entitles the
            Tenant to the benefit of, or the right to enforce, or to prevent the
            release or modification of any agreement entered into by any other
            tenant or occupier of the Building or any other tenant of the
            Landlord.


<PAGE>   30
                                       13


5.      RIGHTS RESERVED AND REGRANTED

5.1         The following rights are reserved from this Underlease to the
            Superior Landlord and the Landlord:

5.1.1           the right to build, or carry out works, to any other part of the
                Building or to raise the height of the Building, even if such
                building or works lessen the access of light or air to the
                Premises or causes any nuisance, damage or inconvenience to the
                Tenant or other occupier of the Premises, provided that it does
                not materially affect the Tenant's or other permitted occupiers'
                use of the Premises for the Permitted Use or the rights granted
                to the Tenant hereunder;

5.1.2           the right to build into any of the structures bounding and
                forming part of the Premises for the purpose of CLAUSE 5.1.1;

5.1.3           the right to:

                (a)     inspect, repair and replace any Service Media in, on,
                        under or over the Premises, but which do not form part
                        of or serve the Premises;

                (b)     connect into and use any Service Media within or forming
                        part of the Premises if the relevant services cannot
                        reasonably be provided any other way and such connection
                        and use does not materially adversely affect the
                        provision of the relevant services or the use of any
                        such Service Media for the benefit of the Premises; and

                (c)     a right to enter the Premises and inspect, repair and
                        replace an extract riser running from the lower ground
                        floor to the roof of the Building in the approximate
                        position shown coloured yellow on the Plans;

5.1.4           the right to attach any equipment to the Building in order to
                clean the outside of the windows of the Building;

5.1.5           the right to attach any equipment or notices to the Premises to
                comply with any legislation or any requirements of the insurers
                of the Building;

5.1.6           the right of support and protection from the Premises for the
                rest of the Building and any adjoining property;

5.1.7           the right for the occupier of any other part of the Building to
                enter the Premises for the same purposes and in the same
                circumstances as the Tenant may enter other parts of the
                Building;


<PAGE>   31
                                       14


5.1.8           the right to enter the Premises:

                (a)     to exercise the rights referred to in CLAUSEs 5.1.1 to
                        5.1.7;

                (b)     to view the state and condition of the Premises, to
                        measure and undertake surveys of the Premises and to
                        prepare schedules of condition or of dilapidations at
                        the Premises;

                (c)     to determine whether the Tenant is complying with its
                        obligations in this Underlease and to remedy any breach
                        of those obligations;

                (d)     to show prospective purchasers of any interest in the
                        Landlord's or Superior Landlord's reversion or, in the
                        last six months of the Term, to show prospective tenants
                        over the Premises;

                (e)     in connection with the provision of the Services;

                (f)     in connection with any requirements of the insurers of
                        the Premises;

                (g)     for any other reasonable purpose connected with this
                        Underlease or with the Superior Landlord's or Landlord's
                        interest in the Premises or the Building or with the
                        proper management of the Building.

5.2         The rights reserved by this Underlease may be exercised by anyone
            authorised by the Landlord.

5.3         The person exercising any right reserved by this Underlease may,
            only exercise that right:

5.3.1           except in cases of emergency after having given reasonable prior
                written notice to the Tenant; and

5.3.2           in a manner which causes as little inconvenience as reasonably
                practicable to the Premises; and

5.3.3           on the basis that the person exercising that right shall
                immediately make good any damage caused to the Premises and to
                any items belonging to the Tenant or the occupier of the
                Premises which are at the Premises,

            and the Landlord shall ensure that the person exercising that right
            complies with the terms of this CLAUSE 5.3.

5.4         The Tenant shall allow any person who has a right to enter the
            Premises to enter the Premises at all reasonable times, provided


<PAGE>   32
                                       15


        that reasonable notice has been given, which need not be written notice.
        In cases of emergency no notice need be given and the Superior Landlord
        and the Landlord or another person on behalf of the Superior Landlord
        and the Landlord may break into the Premises if entry cannot be effected
        in any other way. The Superior Landlord and/or the Landlord will be
        liable to make good any damage caused to the Premises in breaking into
        the Premises in these circumstances except where such forced entry is
        required because of any breach of covenant by the Tenant.

6.      THIRD PARTY RIGHTS OVER THE PREMISES

6.1         There are excepted from this deed and this Underlease is granted
            subject to the matters contained or referred to in the documents
            listed below:


<TABLE>
<CAPTION>
        DATE                  DOCUMENT                                              PARTIES
        ----                  --------                                              -------
<S>                           <C>                                                   <C>
1.      29.04.1966            Conveyance                                            British Railways Board (1)
                                                                                    Worthy Estates Limited (2)

2.      07.08.1989            Deed relating to rights of light                      Far Investment Limited (1)
                                                                                    Barclays Bank PLC (2)

3.      04.06.1991            Deed relating to rights of light and crane            Barclays Bank Plc (1)
                              oversailing                                           British Railways Board (2)
                                                                                    Rosehaugh Stanhope (Ludgate Phase I) Plc (3)

4.      07.02.1995            Deed relating to rights of light and air              Barclays Bank PLC (1)
                                                                                    London Capital Holdings Limited (2)

5.      12.12.1997            Transfer                                              Railtrack Plc (1)
                                                                                    Barclays Bank PLC (2)

6.      12.12.1997            Agreement relating to works at Fleet Place            BLCT (27770) Limited (1)
                                                                                    Barclays Bank PLC (2)
                                                                                    Ludgate Management Limited (3)

7.      12.12.1997            Deed relating to fire escape and other matters        BLCT (27770) Limited (1)
                                                                                    Ludgate Management Limited (2)
                                                                                    Barclays Bank PLC (3)
</TABLE>


<PAGE>   33
                                       16



<TABLE>
<CAPTION>
        DATE                  DOCUMENT                                              PARTIES
        ----                  --------                                              -------
<S>                           <C>                                                   <C>
8.      12.12.1997            Deed Relating to rights of oversailing                Barclays Bank PLC (1)
                                                                                    BLCT (27770) Limited (2)

9.      22.01.1998            Deed of Easement                                      Ludgate Management Limited (1)
                                                                                    Barclays Bank PLC (2)
                                                                                    Railtrack Plc (3)

                                                                                    BLCT (27770) Limited (4)
10.     24.03.1998            Deed relating to rights light and air, restrictive    Railtrack Plc (1)
                              covenants, crane oversailing, fire escape,            Heron London Developments Limited (2)
                              vehicular access and other matters                    Barclays Bank Plc (3)

11.     09.09.1998            Supplemental Deed relating to crane oversailing       Heron Developments Limited (1)
                                                                                    Hammerson UK Properties Limited (2)

12.     28.11.1997            Agreement to enter into a deed in respect of          Railtrack Plc (1)
                              Britannia House and Williams National House           Heron London Developments Limited (2)
                                                                                    Barclays Bank PLC (3)

13.     28.11.1997            Agreement in relation to development of land at       Barclays Bank PLC (1)
                              16-17 Old Bailey                                      James Stephen Blakeley & Others (2)
                                                                                    Wilde Sapte (3)

14.     08.06.1998            Deed of Release of rights of way                      London Capital Holdings Ltd (1)

                                                                                    Hammerson UK Properties Plc (2)
15.     01 02 2000            Counterpart lease of transformer chamber              Hammerson UK Properties Plc (1)
                                                                                    London Electricity plc (2)

16.     03.11.1993            Fleet Place                                           One Fleet Place Limited (1)
                              Estate Agreement                                      Ten Fleet Place Limited (2)
                                                                                    Ludgate Management Limited (3)
</TABLE>


6.2         The Tenant shall comply with the matters contained or referred to in
            the documents referred to in CLAUSE 6.1 so far as they relate to


<PAGE>   34
                                       17


            the Premises and the rights granted by this Underlease and are
            subsisting and capable of being enforced.

6.3         The Tenant shall:

6.3.1           not permit any third party to acquire any right over the
                Premises or to encroach upon the Premises;

6.3.2           give the Superior Landlord and the Landlord immediate written
                notice of any attempt to do this;

6.3.3           take any steps which the Superior Landlord and/or the Landlord
                may reasonably require to prevent the acquisition of any right
                over or encroachment on the Premises; and

6.3.4           preserve for the benefit of the Premises and the Superior
                Landlord's and/or the Landlord's interest in them all existing
                rights which belong to the Premises and are enjoyed over
                adjoining or neighbouring property.

6.4         The Tenant shall not block or obstruct any window or ventilator at
            the Premises.

7.      PAYMENT OF RENTS

7.1         TENANT'S OBLIGATION TO PAY RENT

            The Tenant agrees with the Landlord to pay:

7.1.1           the Rent, the Service Charge Estimate and any VAT payable on
                those sums in four equal instalments in advance on the Quarter
                Days;

7.1.2           the Insurance Rent on demand;

7.1.3           the Service Charge Balance, and any VAT on it, on demand whether
                such demand is made and received before or after the end of the
                Term; and

7.1.4           interest in accordance with CLAUSE 9.7;

7.1.5           the Second Service Charge Rent, and any VAT on it, at the times
                set out in the Second Schedule.

7.2         FIRST PAYMENT OF THE SERVICE CHARGE ESTIMATE AND SECOND SERVICE
            CHARGE RENT

            The first instalment of the Service Charge Estimate and the Second
            Service Charge Rent, and any VAT due on them is to be made on the


<PAGE>   35
                                       18



            date of this deed, and is to be a proportionate amount for the
            period from and including the date of this deed until the next
            Quarter Day.

7.3         RENT COMMENCEMENT DATE

            The first payment of the Rent shall be made on the Rent Commencement
            Date in respect of the period from and including the Rent
            Commencement Date until the next Quarter Day.

7.4         NO RIGHT OF SET-OFF

            The Tenant waives any legal or equitable right of set-off,
            deduction, abatement or counterclaim which it may have in respect of
            the Rent or any other sums due under this Underlease and agrees to
            make all payments of Rent and other such sums in full on their due
            dates.

8.      RENT REVIEW

8.1         DEFINITIONS

            In this clause the following definition applies:

        "OPEN MARKET RENT"

                means the annual rent at which the Premises could reasonably be
                expected to be let as a whole at the relevant Review Date in the
                open market:

                (a)     without a fine or premium;

                (b)     by a willing landlord to a willing tenant;

                (c)     which would be payable after the expiry of a rent free
                        or reduced rent period of such length as would be
                        negotiated in the open market between the willing
                        landlord and the willing tenant at the relevant Review
                        Date in respect only of fitting out works which would be
                        carried out by the willing tenant;

                (d)     under a lease of ten years commencing on and including
                        the relevant Review Date;

                (e)     otherwise on the same terms as this Underlease, except
                        as to the amount of the Rent but including the
                        provisions for review and assuming that the rent
                        commencement date in such lease is at such date after
                        the relevant Review Date so as to provide for the rent



<PAGE>   36
                                       19


                        free or reduced rent period referred to in PARAGRAPH (c)
                        above;

                assuming that:

                (f)     the Premises are available to be let with vacant
                        possession;

                (g)     other than where and to the extent that the Landlord is
                        in breach of its covenants at CLAUSE 10.2 if the
                        Premises and the Building and any land or Service Media
                        over which any rights granted by this Underlease are to
                        be exercised are damaged or destroyed that they have
                        been reinstated;

                (h)     the Premises have been finished to the state described
                        in the Reinstatement Specification and are ready to
                        receive the willing tenant's fitting out works;

                (i)     the Tenant has fully complied with its obligations in
                        this Underlease;

                (j)     the Landlord has fully complied with its obligations in
                        this Underlease other than those which remain unremedied
                        after it has received notice of the breach and been
                        given a reasonable opportunity to remedy the same;

                (k)     no work has been carried out on the Premises by the
                        Tenant or any undertenant or their predecessors in title
                        otherwise than pursuant to any obligation to the
                        Landlord which would lessen the rental value of the
                        Premises;

                (l)     the Premises can, in their assumed state, be lawfully
                        used by the willing tenant for the Permitted Use;

                (m)     any consents or licences current or required at the
                        relevant Review Date which are not personal to the
                        Tenant and which are capable of being freely assigned or
                        renewed at no cost are available to the willing tenant;
                        and

        but disregarding:

                (n)     any effect on rent of the fact that the Tenant or any
                        authorised occupiers or their respective predecessors
                        have been in occupation of the Premises;


<PAGE>   37
                                       20


                (o)     any goodwill attached to the Premises by reason of the
                        Tenant or any authorised occupiers or their respective
                        predecessors carrying on any business at the Premises;

                (p)     any improvements carried out by the Tenant or any
                        authorised occupiers, or their respective predecessors
                        in title, under the Agreement leading to the grant of
                        this Underlease or during the Term, with the consent (if
                        required) of the Landlord, at the cost of the relevant
                        Tenant or authorised occupier, and not pursuant to an
                        obligation owed by the relevant Tenant or authorised
                        occupier or their respective predecessors in title to
                        the Landlord or its predecessors in title;

                (q)     any increase or decrease in rent the hypothetical tenant
                        might be prepared to pay by reason of the use or
                        occupation by the Tenant or any authorised occupier or
                        their respective predecessors of any other part of the
                        Building; and

                (r)     any legislation which imposes a restraint upon agreeing
                        or receiving an increase in the Rent.

8.2         DETERMINATION OF THE REVISED RENT BY AGREEMENT

8.2.1           The Rent will be reviewed at the Review Date, and from the
                Review Date the Rent will be the higher of the Rent reserved
                immediately before the Review Date and the Open Market Rent at
                the Review Date.

8.2.2           The Landlord and the Tenant may agree the level of the Open
                Market Rent at any time before the Surveyor has determined it.

8.2.3           The Landlord and the Tenant may agree that, taking into account
                the Open Market Rent at the Review Date, the revised Rent
                reserved from the Review Date will be formulated in terms which
                provide for different amounts to be paid with effect from
                different dates on or after the Review Date.

8.2.4           If the Landlord and the Tenant have not agreed the Open Market
                Rent three months before the Review Date, either may require it
                to be determined by a Surveyor.

8.3         THE SURVEYOR

8.3.1           The Surveyor must have substantial recent relevant experience in
                the letting and valuation of properties of a similar type and in
                the same region as the Premises.


<PAGE>   38
                                       21



8.3.2           If the Surveyor dies, or gives up the appointment, or fails to
                act in accordance with this CLAUSE 8, or it becomes apparent
                that the Surveyor is or will become unable so to act, the
                Landlord and the Tenant may make a further appointment of, or
                application for, a substitute Surveyor.

8.3.3           The Surveyor shall act as an arbitrator in accordance with the
                Arbitration Act 1996.

8.4         DETERMINATION OF THE REVISED RENT BY THE SURVEYOR

8.4.1           The Surveyor shall be instructed to determine the Open Market
                Rent within two months (or longer if reasonable) of being
                appointed, to make a direction as to costs (including the costs
                of appointment) and to give a reasoned award.

8.4.2           The costs of appointment and fees of the Surveyor shall be paid
                in such proportions as the Surveyor directs, or if no such
                direction is made, then equally by the Landlord and the Tenant.
                If either party has not paid any costs required to be paid under
                this clause within 10 Working Days of having been required to
                pay them, the other party may pay such costs and recover the
                same from the other.

8.5         RENT PENDING REVIEW

8.5.1           If the revised Rent has not been agreed or determined before the
                Review Date, then the Rent shall continue to be payable at the
                rate payable immediately before the Review Date.

8.5.2           On the Quarter Day after the revised Rent has been agreed or
                determined the shortfall, if any, between the Rent paid and the
                revised Rent for the period from the Review Date until that
                Quarter Day will become due together with interest on that
                shortfall at the Base Rate from the date or dates on which such
                shortfall became due.

8.6         LEGISLATIVE RESTRICTIONS

            If there is any legislation in force at the Review Date which
            restricts the Landlord's right to review the Rent in accordance with
            this clause, or to receive any increase in the Rent following a
            review, then the date on which the legislation is repealed or
            amended to allow a review of or increase in the Rent, will be a
            further Review Date and the Landlord will be entitled to require a
            review of the Rent in accordance with this clause, except that the
            revised Rent will be the highest of:

8.6.1           the Open Market Rent at that further Review Date;


<PAGE>   39
                                       22



8.6.2           the Rent reserved immediately before that further Review Date;
                and

8.6.3           the Rent reserved immediately before the relevant legislative
                restriction became applicable to this Underlease.

8.7         RENT REVIEW MEMORANDUM

            Following the agreement of the revised Rent after each rent review,
            the Landlord and the Tenant shall sign a memorandum recording the
            revised level of the Rent and any agreement made pursuant to CLAUSE
            8.2.3. The memorandum will be prepared by the Landlord and each
            party will bear its own costs.

8.8         TIME NOT OF THE ESSENCE

            Time will not be of the essence in relation to this clause.

9.      OTHER FINANCIAL MATTERS

9.1         UTILITIES

            The Tenant shall pay all charges, including connection and hire
            charges, relating to the supply of Utilities to the Premises and
            will comply with all present or future requirements and
            recommendations of the suppliers of Utilities to the Premises.

9.2         COMMON FACILITIES

            The Tenant shall pay on demand a fair proportion of any costs
            properly incurred or properly payable by the Landlord in respect of
            any land or Service Media outside the Building but used in
            connection with the Premises.

9.3         RATES AND TAXES

            The Tenant shall pay and indemnify the Landlord against all present
            and future rates, duties and assessments of any nature charged on or
            payable in respect of the Premises whether payable by the landlord,
            owner, occupier or tenant of the Premises and whether of a capital
            or income, recurring or non-recurring nature except any imposed on
            the Landlord in respect of:

9.3.1           the grant of this deed; or

9.3.2           the receipt of sums under this Underlease; or

9.3.3           any dealing in or disposition of any reversionary interest in
                the Premises.


<PAGE>   40
                                       23


9.4         PAYMENTS RELATING TO THE PREMISES AND OTHER PROPERTY

            Where any of the charges payable under CLAUSE 9.1, 9.2 or 9.3
            relates to other property as well as the Premises, the amount to be
            paid by the Tenant will be a fair proportion of the whole of the
            amount charged or payable.

9.5         LANDLORD'S COSTS

            The Tenant shall pay to the Landlord, on demand, and on an indemnity
            basis, the fees, costs and expenses charged, incurred or payable by
            the Landlord, and its advisors or bailiffs in connection with:

9.5.1           any steps taken in contemplation of, or in relation to, any
                proceedings under section 146 or 147 of the Law of Property Act
                1925 or the Leasehold Property (Repairs) Act 1938, including the
                preparation and service of all notices, and even if forfeiture
                is avoided (unless it is avoided by relief granted by the
                court);

9.5.2           preparing and serving schedules of dilapidations at any time
                during the Term (or after the Term in respect of dilapidations
                arising during the Term), and supervising any works undertaken
                to remedy such dilapidations;

9.5.3           recovering (or attempting to recover) any arrears of Rent or
                other sums due to the Landlord under this Underlease, including
                the costs of preparing and serving any notice under section 17
                of the Landlord and Tenant (Covenants) Act 1995 and any costs
                associated with the Landlord's remedies of distress or
                execution;

9.5.4           any investigations or reports reasonably and properly carried
                out to determine the nature and extent of any breach by the
                Tenant of its obligations in this Underlease;

9.5.5           any steps taken to procure that a breach by the Tenant of its
                obligations under this Underlease is remedied; and

9.5.6           any application for a consent of the Landlord (including the
                preparation of any documents) which is needed by virtue of this
                Underlease, whether or not such consent is granted save to the
                extent that it is unreasonably withheld or delayed contrary to
                the provisions requiring the same.

9.6         VAT

9.6.1           Where the Tenant is to pay the Landlord for any supply made to
                the Tenant by the Landlord, the Tenant shall also pay any VAT
                which may be payable in connection with that supply.


<PAGE>   41
                                       24


9.6.2           Where the Tenant is to pay the Landlord the costs of any
                supplies made to the Landlord, the Tenant shall also pay the
                Landlord any VAT payable in connection with that supply, except
                to the extent that the Landlord is able to obtain a credit for
                the VAT from HM Customs & Excise.

9.7         INTEREST

9.7.1           If the Rent is not paid to the Landlord on the due date or if
                any other sums payable under this Underlease to the Landlord are
                not paid within five Working Days of the due date for payment
                the Tenant shall pay interest to the Landlord at the Interest
                Rate for the period from and including the due date until
                payment (both before and after any judgment).

9.7.2           If the Landlord refuses to accept any Rent or other sum due
                under this Underlease, when the Tenant is, or may be, in breach
                of any of its obligations in this Underlease so as not to
                prejudice the Landlord's rights to re-enter the Premises and
                forfeit this Underlease, the Tenant shall pay interest on such
                sum to the Landlord at the Interest Rate for the period from and
                including the date such sum became due until the date the
                payment is accepted by the Landlord.

9.7.3           Interest under this Underlease will accrue on a daily basis,
                compounded with quarterly rests on the Quarter Days and will be
                payable immediately on demand.

9.8         EXCLUSION OF STATUTORY COMPENSATION

            Any statutory right of the Tenant, or any undertenant, to claim
            compensation from the Landlord or any superior landlord on leaving
            the Premises is excluded to the extent that the law allows.

10.     INSURANCE

10.1        LANDLORD'S OBLIGATIONS RELATING TO INSURANCE

10.1.1          The Landlord covenants:

                (a)     to procure (at the Tenant's request and cost) that the
                        Superior Landlord complies with its obligations as to
                        insurance and reinstatement contained at CLAUSES 10.1
                        and 10.2 of the Superior Lease; and

                (b)     to produce to the Tenant (at the Tenant's cost) once a
                        year, and on the occasion of any material change,
                        relevant details of the insurance of the Premises and
                        evidence of the payment of the current premium insofar
                        as and to the extent that such


<PAGE>   42
                                       25


                        details and such evidence are produced to the Landlord
                        provided that the Landlord has used all reasonable
                        endeavours to obtain such details.

10.2        TENANT'S OBLIGATIONS RELATING TO INSURANCE

            The Tenant shall:

10.2.1          pay the Insurance Rent in accordance with this Underlease;

10.2.2          pay on demand any increase in the insurance premium for any part
                of the Building or any adjoining property of the Superior
                Landlord which is attributable to the use of the Premises, or
                anything done or omitted to be done on the Premises by the
                Tenant or any other occupier of the Premises;

10.2.3          pay on demand a fair proportion of the costs incurred or payable
                by the Superior Landlord in connection with the Superior
                Landlord obtaining any valuation of the Building for insurance
                purposes, as long as such valuation is made at least three years
                after any previous such valuation;

10.2.4          comply with the requirements of the insurers relating to the
                Premises and the rights granted to the Tenant by this
                Underlease;

10.2.5          not do or omit to do anything which may make any insurance of
                the Building taken out by the Superior Landlord and advised to
                the Tenant void or voidable, or which would result in an
                increase in the premiums for such insurance;

10.2.6          give the Superior Landlord and the Landlord immediate written
                notice of any damage to or destruction of the Premises by an
                Insured Risk;

10.2.7          pay the Landlord (or at its direction, the Superior Landlord) on
                demand the amount of any excess required by the insurers in
                connection with that damage or destruction;

10.2.8          pay the Landlord (or at its direction, the Superior Landlord) on
                demand an amount equal to any amount which the insurers properly
                refuse to pay, following damage or destruction to any part of
                the Building, or any adjoining property of the Landlord or the
                Superior Landlord, by an Insured Risk, because of any act or
                omission of the Tenant subject to the Landlord assigning (or
                procuring the assignment) to the Tenant the right to receive
                such amount from the insurers;


<PAGE>   43
                                       26



10.2.9          if requested by the Landlord and/or the Superior Landlord,
                remove its fixtures and effects from the Premises to allow the
                Superior Landlord to repair or reinstate the Premises;

10.2.10         not take out any insurance of the Premises against the Insured
                Risks in its own name other than in respect of any part of the
                Premises installed by or on behalf of the Tenant or any
                undertenant or any other occupier, other than in respect of any
                plate glass at the Premises, and if the Tenant has the benefit
                of any such insurance, the Tenant shall hold all money
                receivable under that insurance upon trust for the Landlord if
                and to the extent the insurers of the Building do or might
                reasonably in the future seek to exercise rights of contribution
                by reason of such insurance.

10.3        SUSPENSION OF RENT

10.3.1          If the whole of the Premises or any part which the Superior
                Landlord is obliged to insure, or the means of access over the
                Building to the Premises or any Service Media over which the
                Tenant exercises rights granted by this Underlease, are damaged
                or destroyed by an Insured Risk so as to make the Premises or
                any part which the Superior Landlord is obliged to insure, unfit
                for occupation or use for the Permitted Use or the means of
                access thereto unfit for their purpose the Rent (or a due
                proportion of it according to the nature and extent of the
                damage) will be suspended from the date of damage or destruction
                for a period of five years or, if sooner, until the Premises, or
                such part, have been made fit for occupation and use, or the
                means of access restored or the Service Media over which the
                rights are exercised are repaired or restored PROVIDED THAT the
                proportion of the Rent suspended under the provisions of this
                clause shall not exceed the proportion of the rent so suspended
                under clause 10.4.1 of the Superior Lease.

10.3.2          The Rent will not be suspended to the extent that any loss of
                rent insurance has been made ineffective, or payment of it has
                been refused by the insurers because of any act or omission by
                the Tenant.

10.3.3          The suspension of the Rent will not affect the Tenant's
                obligation to discharge any arrears of Rent or other sums due
                under this Underlease up to the date of damage or destruction.

10.3.4          Any dispute relating to this CLAUSE 10.4 will be referred to
                arbitration.


<PAGE>   44
                                       27



10.4        OPTION TO DETERMINE FOLLOWING DAMAGE BY AN INSURED RISK

10.4.1          If the whole or substantially the whole of the Premises is made
                unfit for occupation or use for the Permitted Use or the means
                of access thereto is unfit for their purpose in either case as a
                result of damage or destruction caused by an Insured Risk and
                reinstatement of the Premises has not been completed because of
                circumstances beyond the Superior Landlord's reasonable control,
                within three years of the damage or destruction, either party
                may terminate this Underlease by giving written notice to the
                other:

10.4.2          The notice must be given before completion of reinstatement and
                after the third anniversary of the damage or destruction in the
                case of termination pursuant to clause 10.4.1 above.

10.4.3          Termination of this Underlease pursuant to CLAUSE 10.4.1 will be
                without prejudice to any claim which the Landlord or the Tenant
                may have against the other for any earlier breach of their
                respective obligations in this Underlease.

10.4.4          The Tenant shall remain bound by CLAUSES 10.2.7 and 10.2.8 after
                such termination.

10.5        INSURANCE MONIES

            All insurance monies payable will belong to the Superior Landlord.

10.6        OPTION TO DETERMINE

10.6.1          If the whole or substantially the whole of the Premises is made
                unfit for occupation or use for the Permitted Use or the means
                of access thereto is unfit for their purpose in either case as a
                result of damage or destruction caused otherwise than by an
                Insured Risk then either party may prior to the damage or
                destruction being reinstated terminate this Underlease by giving
                written notice to the other.

10.6.2          Termination of this Underlease pursuant to CLAUSE 10.6.1 will be
                without prejudice to any claim which the Landlord or the Tenant
                may have against the other for any earlier breach of their
                respective obligations in this Underlease.


<PAGE>   45
                                       28


11.     RESTRICTIONS

11.1            The Tenant covenants not to obstruct the Landlord's right of
                access to the extract riser referred to in CLAUSE 5.1.3(c).

11.2            The Tenant covenants not to install blinds or curtains on the
                inside of the windows of the Premises or to dress or cover the
                same in any manner whatsoever (without the consent of the
                Landlord not to be unreasonably withheld or delayed).

12.     STATE AND CONDITION OF THE PREMISES

12.1        REPAIR

12.1.1          The Tenant shall repair the Premises and keep them in good and
                substantial repair and condition.

12.1.2          The Tenant shall carry out all works and treatments to the
                Premises as are necessary for the proper repair and maintenance
                of the Premises and to ensure the health and safety of people
                working at or visiting the Premises.

12.1.3          The Tenant will not be liable under this CLAUSE 12.1 to the
                extent that damage is caused by an Insured Risk unless the
                insurance proceeds are withheld in whole or in part by reason of
                the act or default of the Tenant or any permitted occupier of
                the Premises.

12.2        REDECORATION

12.2.1          The Tenant shall redecorate the Premises every five years, and
                in the last six months of the Term (but not more than once in
                any two year period), and, on the last occasion, in colours and
                materials approved by the Landlord.

12.2.2          All redecoration is to be carried out to a high standard and in
                accordance with good practice.

12.2.3          The Tenant will not be obliged to redecorate the Premises while
                the Superior Landlord is repairing or reinstating the Premises
                by reason of CLAUSE 10.2 of the Superior Lease to the extent
                that repair or reinstatement includes redecoration. The Tenant
                shall then redecorate the interior every five years after the
                repair or reinstatement and in the last six months of the Term
                (but not more than once in any two year period) and otherwise in
                accordance with this CLAUSE 12.2.


<PAGE>   46
                                       29


12.3        ALTERATIONS

12.3.1          Except as provided in this CLAUSE 12.3 the Tenant shall not:

                (a)     construct any new building or structure on the Premises;

                (b)     make any structural alterations or additions to the
                        Premises; or

                (c)     make any alterations or additions to the outside parts
                        or exterior of the Premises, including any alterations
                        to their appearance.

12.3.2          Except as provided in this CLAUSE 12.3 the Tenant shall not
                without the consent of the Superior Landlord and the Landlord,
                in each case such consent not to be unreasonably withheld or
                delayed:

                (a)     make any alterations to the Service Media which form
                        part of the Premises;

                (b)     make any internal, non-structural alterations or
                        additions to the Premises; or

                (c)     attach such alterations or additions to the interior of
                        the structure of the Building.

12.3.3          On any application for consent to make alterations or additions
                the Tenant shall give the Landlord six copies of a specification
                and detailed drawings identifying the proposed works and such
                description of such alterations or additions in CAD form as the
                Superior Landlord or the Landlord may reasonably require.

12.3.4          The Tenant may erect relocate and remove internal non-structural
                partitioning and attach the same to the interior of the
                structure of the Building without obtaining the Landlord's
                consent so long as such partitioning shall have no detrimental
                effect on any building services at the Building or the means of
                escape in case of fire from the Building or any part of it and
                provided that the Tenant gives the Landlord six copies of
                location drawings and construction details prior to commencing
                the works.

12.3.5          The Tenant shall, at the end of the Term, remove any alterations
                or additions made to the Premises and make good any damage
                caused by that removal and shall reinstate the Premises to their
                original layout and condition as evidenced by the Reinstatement
                Specification (save that the Tenant will replace any damaged
                carpet tiles with tiles of a similar type and quality (subject
                to availability)).


<PAGE>   47
                                       30


12.4        SIGNS AND RELETTING NOTICES

12.4.1          The Tenant shall not display any signs or notices at the
                Premises which can be seen from outside the Premises, except as
                provided in CLAUSES 4.1.2 and 4.1.3 of this Underlease the size,
                style and position of which have been approved by the Superior
                Landlord and the Landlord in each case such approval not to be
                unreasonably withheld or delayed;

12.4.2          At the end of the Term the Tenant shall remove any signs at the
                Premises and will make good any damage caused by that removal.

12.4.3          The Tenant shall not object to any sign placed on the exterior
                of the Building during the last six months of the Term for the
                reletting of the Premises as long as such sign does not
                unreasonably restrict the access of light or air to the
                Premises.

13.     USE OF THE PREMISES

13.1        THE PERMITTED USE

            The Tenant shall not use the Premises except for the Permitted Use.

13.2        RESTRICTIONS ON USE

            The Tenant shall not:

13.2.1          leave the Premises unoccupied for a period of more than one
                month without first notifying the Superior Landlord and the
                Landlord in writing;

13.2.2          do anything on the Premises which is illegal or immoral;

13.2.3          do anything on the Premises which would cause a nuisance or
                inconvenience or any damage or disturbance to the Superior
                Landlord and/or the Landlord or any of the other occupiers of
                the Building or any owner or occupier of any other property near
                the Building;

13.2.4          obstruct any pavement, footpath or roadway adjoining or serving
                the Building;

13.2.5          carry out any noisy, noxious, dangerous or offensive acts at the
                Premises;


<PAGE>   48
                                       31


13.2.6          store dangerous or inflammable materials at the Premises, unless
                they are:

                (a)     of a type usually kept by persons carrying on the same
                        business as the Tenant (or other occupier) or necessary
                        for the operation of any plant or machinery;

                (b)     kept in reasonable quantities; and

                (c)     stored safely and in accordance with any requirements or
                        recommendations of the insurers of the Premises;

13.2.7          allow waste to accumulate at the Premises;

13.2.8          allow any material which is deleterious, polluting or dangerous
                (to persons or property) to enter any Service Media or any
                adjoining property; nor

13.2.9          overload or obstruct any Service Media which serve the Premises.

13.3        USE OF MACHINERY

            The Tenant shall not use any machinery on the Premises in a manner
            which causes or may cause:

13.3.1          any damage to the fabric of the Building or any strain on the
                structure of the Building beyond that which it is designed to
                bear; or

13.3.2          any undue noise, vibration or other inconvenience to the
                Superior Landlord and/or the Landlord or other occupiers of the
                Building or of any adjoining property.

13.4        FIRE AND SECURITY PRECAUTIONS

            The Tenant shall comply with the requirements and recommendations of
            the fire authority and with any reasonable requirements of the
            Superior Landlord and/or the Landlord relating to fire prevention
            and the provision of fire fighting equipment at the Premises and the
            reasonable requirements of the Superior Landlord and/or the Landlord
            in relation to the security of the Building.

13.5        EXCLUSION OF WARRANTY

            The Landlord does not warrant or represent that the Premises may be
            used for the Permitted Use or for any other purpose.



<PAGE>   49
                                       32



14.     DEALINGS

14.1        GENERAL RESTRICTIONS

            The Tenant shall not part with nor agree to part with possession of
            the whole or part of the Premises or this Underlease, nor allow any
            other person to occupy the whole or any part of the Premises, except
            as permitted by the remainder of this CLAUSE 14.

14.1.1          Not to assign the whole of the Premises unless each of the
                following conditions is fulfilled:-

                (a)     the Tenant has first offered in writing to surrender
                        this Underlease to the Landlord at the expiry date of
                        three weeks from such offer which offer shall contain
                        the following details:-

                        (i)     the name and address of the proposed assignee;
                                and

                        (ii)    the terms (including financial provisions) of
                                the proposed assignment; and

                (b)     the Landlord has failed to accept the Tenant's offer
                        within two weeks of receipt of such offer (time being of
                        the essence).

14.1.2          If the Landlord accepts the offer referred to in CLAUSE 14.1.1
                within the aforementioned two week period (time being of the
                essence), the Landlord and the Tenant shall be subject to a
                binding agreement under which the Tenant shall surrender this
                Underlease and the Landlord shall accept such surrender on the
                expiry of three weeks from the date of receipt by the Landlord
                of the offer notice referred to in CLAUSE 14.1.1(a) by deed or
                otherwise in a manner reasonably acceptable to the Landlord and
                the Tenant.

14.1.3          Subject to (i) all Rent and other sums due under this Underlease
                up to the date of the surrender having been paid in full; (ii)
                there being no subsisting material breaches of covenant on the
                part of the Tenant; (iii) the Landlord accepting the surrender
                in accordance with CLAUSE 14.1.1 and (iv) the Tenant giving up
                vacant possession of the Premises on completion of the
                surrender, the Landlord shall (upon completion of the surrender)
                release the Tenant from all liabilities under this Underlease by
                deed in a form reasonably acceptable to the Tenant.


<PAGE>   50
                                       33


14.2        ASSIGNMENTS

14.2.1          In this clause "ASSIGNEE" means the proposed assignee and
                "ASSIGNMENT" means the proposed assignment.

14.2.2          The Tenant shall not assign any part (as opposed to the whole)
                of this Underlease.

14.2.3          The Tenant shall not assign the whole of this Underlease without
                the consent of the Superior Landlord and the Landlord, in each
                case such consent not to be unreasonably withheld or delayed.

14.2.4          The Landlord and the Tenant agree that, for the purposes of
                section 19(1A) of the Landlord and Tenant Act 1927, the Landlord
                may refuse its consent to an assignment in any of the following
                circumstances:

                (a)     if at the date of the application for consent the Tenant
                        is in arrears with Rent or other sums due under this
                        Underlease;

                (b)     if in the reasonable opinion of the Landlord the
                        Assignee is not of sufficient financial standing to pay
                        the Rent and other sums payable under this Underlease
                        and to comply with the tenant's obligations in this
                        Underlease (except where in the reasonable opinion of
                        the Landlord acceptable security for such payments and
                        such obligations is provided);

                (c)     if, where the obligations of the Tenant have been
                        guaranteed by a member of the same Group as the Tenant,
                        the Assignee is another member of that Group and the
                        guarantee will cease to be available after the
                        assignment;

                (d)     if the Assignee (being a body corporate) is not
                        incorporated within the United Kingdom, the United
                        States of America, the European Union or a foreign
                        jurisdiction with which the UK has a treaty or other
                        agreement providing for mutual enforceability of
                        judgments, unless its proposed guarantor (and if more
                        than one then all of them) (being a body corporate) is
                        (or are) so incorporated; and

                (e)     if the provisions of CLAUSE 14.1.1 of this Underlease
                        have not been complied with in all respects.

14.2.5          The Landlord and the Tenant agree that, for the purposes of
                section 19(1A) of the Landlord and Tenant Act 1927, the Landlord
                may give its consent to an assignment subject to all or any of
                the following conditions:


<PAGE>   51
                                       34


                (a)     that where reasonably required by the Landlord the
                        Tenant enters into an authorised guarantee agreement no
                        later than the date of the instrument of the Assignment,
                        which agreement shall be in the form of the draft
                        attached as the FIRST SCHEDULE with such amendment as
                        may be reasonably required;

                (b)     that, where reasonably required by the Landlord, the
                        Assignee shall procure a guarantor or guarantors, which
                        if a body corporate is to be incorporated within the UK
                        or United States of America, the European Union or a
                        foreign jurisdiction with which the UK has a treaty or
                        other agreement providing for mutual enforceability or
                        judgments, reasonably acceptable to the Landlord, to
                        enter into a full guarantee and indemnity of the
                        Assignee's obligations under this Underlease, such
                        guarantee and indemnity to be by deed and to be in the
                        form of CLAUSE 21 of the Superior Lease with such
                        additions and amendments as are necessary to reflect the
                        fact that the guarantee and indemnity is being entered
                        into by a separate instrument and after the date of this
                        deed or as are reasonably required;

                (c)     if the Assignee is a member of the same Group as the
                        Tenant then unless the Assignee is of at least equal
                        covenant strength to the Tenant, the Assignee shall
                        procure a guarantor or guarantors from another member of
                        the same Group which is of at least equal covenant
                        strength to the Tenant such guarantor satisfying the
                        provisions in clause 14.2.5 (b);

                (d)     that the Assignment is completed within two months of
                        the date of the consent;

                (e)     that the proposed assignee of this Underlease enters
                        into a covenant with the lessor for the time being under
                        the Superior Lease to comply with the terms of the
                        Superior Lease on the part of the tenant, other than as
                        to the payment of any Rent or other sums reserved as
                        rent by the Superior Lease, and to comply with the
                        obligations on the tenant in this Underlease, from the
                        date the instrument of the assignment of this Underlease
                        is completed throughout the term of this Underlease or
                        until the assignee of this Underlease is released by
                        virtue of the Landlord and Tenant (Covenants) Act 1995,
                        if sooner.

14.2.6          CLAUSES 14.2.4 and 14.2.5 do not limit the right of the Landlord
                to refuse consent to an assignment on any other reasonable
                ground or to impose any other reasonable condition to its
                consent.


<PAGE>   52
                                       35


14.3        UNDERLETTINGS

14.3.1          The Tenant shall not underlet or agree to underlet any part of
                the Premises (as distinct from the whole) except by an
                underlease of a Permitted Part.

14.3.2          The Tenant shall not underlet the whole of the Premises or a
                Permitted Part, except in accordance with the remainder of this
                CLAUSE 14.3 and with CLAUSE 14.4 and then only with the consent
                of the Superior Landlord and the Landlord, such consent not to
                be unreasonably withheld or delayed.

14.3.3          The Tenant shall not underlet the whole of the Premises or a
                Permitted Part without first obtaining from the undertenant a
                covenant by the undertenant with the lessor for the time being
                under this Underlease and the Superior Lease to comply (except,
                in the case of an underletting of a Permitted Part, in so far as
                they apply to the Permitted Part) with the lessee's covenants in
                this Underlease, other than as to the payment of any Rent or
                other sums reserved as rent by this Underlease, and to comply
                with the obligations on the undertenant in the underlease
                throughout the term of the underlease or until the undertenant
                is released by virtue of the Landlord and Tenant (Covenants) Act
                1995, if sooner.

14.3.4          Any underlease of the whole of the Premises or of a Permitted
                Part shall be granted:

                (a)     at a rent which is not less than the then open market
                        rent of the whole of the Premises or the Permitted Part
                        (as the case may be);

                (b)     without a fine or premium other than a rent free period
                        no longer than that commonly available in the open
                        market for premises of the type being underlet; and

                (c)     with the underlease rent payable not more than one
                        quarter in advance.

14.3.5          The Tenant shall not grant any underlease without an effective
                order of a court of competent jurisdiction made under section
                38(4) of the Landlord and Tenant Act 1954 authorising an
                agreement excluding sections 24 to 28 (inclusive) from the
                tenancy to be created by the underlease. The Tenant shall supply
                the Landlord and the Superior Landlord with a copy of the order
                (with the form of underlease) certified by solicitors as a true
                copy of the original for this purpose.


<PAGE>   53
                                       36


14.4        TERMS TO BE CONTAINED IN ANY UNDERLEASE

            Any underlease shall contain the following terms:

14.4.1          (where the term of the underlease extends beyond the Review
                Date) a provision for the review of the rent in the same terms
                and on the same dates as the review of the Rent in this
                Underlease;

14.4.2          a provision for re-entry in the same terms as CLAUSE 18;

14.4.3          an obligation on the undertenant not to deal with or dispose of
                its interest in the underlease, or part with possession of the
                whole or part of that interest or permit any other person to
                occupy the Premises or the Permitted Part (as the case may be)
                except as permitted by CLAUSE 14 and except, in the case of an
                underlease of the whole of the Premises, by way of:

                (a)     an assignment of the whole of its interest in the
                        Premises;

                (b)     a floating charge of the whole of its interest in the
                        Premises; or

                (c)     a sub-underlease of the whole of the Premises or a
                        Permitted Part,

                or except in the case of an underlease of a Permitted Part by
                way of:

                (d)     an assignment of the whole of its interest in the
                        Permitted Part;

                (e)     a floating charge over the whole of the Permitted Part;
                        or

                (f)     a sub-underlease of the whole of the Permitted Part.

                        which may, in any event, other than in the case of
                        floating charges only be made with the consent of the
                        lessor for the time being under this Underlease and the
                        Superior Lease, in each case such consent not to be
                        unreasonably withheld or delayed;

14.4.4          agreements between the Tenant and the undertenant in the same
                terms as CLAUSE 14.2.4 and 14.2.5 mutatis mutandis;

14.4.5          in the case of an underletting of the whole of the Premises an
                agreement between the Tenant and the undertenant expressed to be
                for the purposes of section 19(1A) of the Landlord and Tenant
                Act 1927 that the Tenant may give its consent to an assignment
                of the underlease subject to a condition that the proposed
                assignee of the underlease enters into a covenant with the
                lessor for the


<PAGE>   54
                                       37


                time being under this Underlease and the Superior Lease to
                comply with the terms of this Underlease on the part of the
                tenant, other than as to the payment of any Rent or other sums
                reserved as rent by this Underlease, and to comply with the
                obligations on the undertenant in the underlease, from the date
                the instrument of the assignment of the underlease is completed
                throughout the term of the underlease or until the assignee of
                the underlease is released by virtue of the Landlord and Tenant
                (Covenants) Act 1995, if sooner;

14.4.6          an acknowledgement in the terms of CLAUSE 14.2.6;

14.4.7          provisions in the same form as CLAUSEs 14.3.3, 14.3.4 and 14.3.5
                but relating to the undertenant in place of the Tenant, the
                sub-undertenant in place of the undertenant and the grant of a
                sub-underlease in place of the grant of an underlease;

14.4.8          an agreement between the Tenant and the undertenant that where
                the review of rent in the underlease is referred to a third
                party for determination, the Tenant will be allowed to make
                representations and counter-representations to that third party
                on behalf of the Landlord as to the reviewed rent to be payable
                under the underlease, and shall otherwise be consistent with the
                terms of this Underlease.

14.5        RENT REVIEW IN AN UNDERLEASE

14.5.1          The Tenant shall procure that the rent in any underlease is
                reviewed in accordance with the underlease.

14.5.2           The Tenant shall not agree the level of any reviewed rent with
                 an undertenant before giving the Landlord not less than 10
                 working days notice either to agree the same or to require that
                 the Tenant refers the rent review to a third party for
                 determination in which latter event the Tenant shall refer the
                 same and conduct such determination at the Landlord's cost and
                 in the event that such third party determines a rent which is
                 less than the Landlord was invited to agree at the outset the
                 Landlord shall compensate the Tenant for the loss sustained.

14.5.3          If the rent review in an underlease is referred to a third party
                for determination, the Tenant shall:

                (a)     invite the Landlord to supply evidence to the Tenant to
                        enable the Tenant to make representations and
                        counter-representations and to the extent that such
                        third party is prepared to entertain the same the Tenant
                        shall make such representations and
                        counter-


<PAGE>   55
                                       38


                        representations on behalf of the Landlord and copy any
                        representations and counter-representations made by the
                        Tenant or undertenant to the Landlord; and

                (b)     keep the Landlord informed as to the progress of that
                        third party determination.

14.6        FURTHER PROVISIONS RELATING TO UNDERLEASES

14.6.1          The Tenant shall use all reasonable endeavours to enforce the
                obligations of the undertenant in any underlease but shall not
                be required to forfeit the same.

14.6.2          The Tenant shall not vary the terms of any underlease in any
                material respect without the consent of the Landlord.

14.7        CHARGING

14.7.1          The Tenant shall not charge or agree to charge any part of the
                Premises (as distinct from the whole).

14.7.2          The Tenant shall not charge or agree to charge the whole of the
                Premises other than by way of floating charge without the
                consent of the Landlord, such consent not to be unreasonably
                withheld or delayed.

14.8        GROUP SHARING OF OCCUPATION

            If the Tenant is a company, it may share occupation of the Premises
            with one or more other companies which are in the same Group as the
            Tenant on the following conditions:

14.8.1          the Tenant promptly notifies the Landlord in writing of the
                beginning and the end of the arrangement;

14.8.2          no relationship of landlord and tenant is created by the
                arrangement; and

14.8.3          the other companies vacate the Premises immediately if any of
                them ceases to be a member of the same Group as the Tenant.

14.9        In the case of a Tenant which is a partnership or the management
            company or nominee for a partnership the Tenant may share occupation
            of the whole or any part of the Premises with such partnership or
            any associates subject to such sharing not creating the relationship
            of landlord and tenant between the Tenant and the occupiers.


<PAGE>   56
                                       39



14.10       REGISTRATION OF DEALINGS AND PROVISION OF INFORMATION

14.10.1         Within one month of any dealing with, or devolution of, the
                Premises or this Underlease or of any interest created out of
                them or it, the Tenant shall:

                (a)     notify the Landlord in writing of that dealing or
                        devolution;

                (b)     give the Landlord a copy of any document effecting or
                        evidencing the dealing or devolution, and the copies
                        will each be certified by solicitors as a true copy of
                        the original; and

                (c)     pay the Landlord a reasonable registration fee of not
                        less than twenty five pounds (L25) each.

14.10.2         Registration of any dealing with or devolution of the Premises
                or this Underlease or any interest created out of it or them
                will not imply that the Landlord has considered or approved the
                terms of that dealing or devolution.

14.10.3         The Tenant shall give the Landlord written details of persons
                occupying the Premises and the basis upon which they occupy on
                request by the Landlord.

15.     LEGAL REQUIREMENTS AND REGULATIONS

15.1        LEGISLATION

            The Tenant shall:

15.1.1          comply with all legislation affecting the Premises, their use
                and occupation, and the health and safety of persons working at
                or visiting the Premises, whether the legislation requires the
                owner, landlord, tenant or occupier to comply;

15.1.2          carry out any works to the Premises which are required by
                legislation;

15.1.3          obtain all licences and consents which are required under any
                legislation to use the Premises or carry out any works or other
                activity at the Premises;

15.1.4          where any such restriction extends beyond the end of the Term
                and is binding on third parties, at the end of the Term pay the
                Landlord a fair proportion of any compensation which the Tenant
                has received or which is receivable by the Tenant because of any
                restriction placed on the use of the Premises under any
                legislation;


<PAGE>   57
                                       40


15.1.5          not do or omit to do anything at the Premises which would result
                in:

                (a)     any other part of the Building failing to comply with
                        any legislation; or

                (b)     the Landlord incurring any cost, penalty or liability
                        under any legislation.

15.2        NOTICES RELATING TO THE PREMISES

            The Tenant shall:

15.2.1          give the Landlord and the Superior Landlord a copy of any notice
                received by the Tenant, relating to the Premises or the Building
                or any occupier of them, or to the Landlord's or Superior
                Landlord's interest in them, within five Working Days of having
                received it (or immediately if there are shorter time limits in
                the notice);

15.2.2          where a notice requires compliance by the owner or occupier of
                the Premises, but subject to CLAUSEs 15.2.3 and 15.2.4, comply
                with the terms of any such notice in a manner approved by the
                Landlord, but the Landlord's approval of any particular manner
                will not imply that the Tenant has discharged its obligation to
                comply with the terms of the notice;

15.2.3          at the Landlord's cost make, or join the Superior Landlord
                and/or the Landlord in making, any objection or appeal against
                such notice, which the Landlord may reasonably require and is
                not contrary to the Tenant's interests;

15.2.4          not give any notice or counter-notice under the Party Wall etc.
                Act 1996 without the consent of the Superior Landlord and the
                Landlord.

15.3        PLANNING

15.3.1          The Tenant shall comply with the Planning Acts.

15.3.2          The Tenant shall pay any charge imposed under the Planning Acts
                in respect of the use of the Premises, or any works carried out
                at the Premises by the Tenant or any permitted occupier.

15.3.3          The Tenant shall not apply for planning permission or make any
                other application under the Planning Acts nor implement any
                planning permission affecting the Premises without the consent
                of the Superior Landlord and the Landlord.


<PAGE>   58
                                       41



15.4        THE CONSTRUCTION (DESIGN AND MANAGEMENT) REGULATIONS 1994

15.4.1          In this clause "REGULATIONS" means the Construction (Design and
                Management) Regulations 1994 and "FILE" means the Health and
                Safety file for the Premises and works carried out to them,
                required by the Regulations.

15.4.2          In respect of any works carried out by or on behalf of the
                Tenant or any undertenant or other occupier of the Premises
                (including any works of reinstatement which may be carried out
                after the end of the Term) to which the Regulations apply, the
                Tenant shall:

                (a)     comply in all respects with the Regulations and procure
                        that any person involved in carrying out such works
                        complies with the Regulations; and

                (b)     act as the only client in respect of those works and
                        where required by the Landlord serve a declaration to
                        that effect on the Health and Safety Executive pursuant
                        to Regulation 4 of the Regulations and give a copy of it
                        to the Landlord and the Superior Landlord.

15.4.3          The Tenant shall:

                (a)     maintain and make the File available to the Landlord and
                        the Superior Landlord for inspection at all time;

                (b)     on request provide copies of the whole or any part of
                        the File to the Landlord and the Superior Landlord; and

                (c)     hand the File to the Landlord at the end of the Term.

15.4.4          The Tenant shall use all reasonable endeavours to obtain
                copyright licences which are needed for the Tenant to comply
                lawfully with this CLAUSE 15.4 and such licences shall:

                (a)     be granted with a full title guarantee;

                (b)     allow the Landlord and any superior landlord and anyone
                        deriving title through or under them to take further
                        copies of such documents;

                (c)     be obtained without cost to any such person;

                (d)     allow any such person to grant sub-licences on similar
                        terms; and

                (e)     be irrevocable.


<PAGE>   59
                                       42


15.5        LOCAL AUTHORITY REQUIREMENTS

            The Tenant shall comply with all local authority requirements and
            recommendations relating to the loading and unloading of goods at
            the Building and the collection of refuse from the Premises.

15.6        DEFECTIVE PREMISES ACT 1972

15.6.1          The Tenant shall give the Landlord and the Superior Landlord
                immediate written notice of any defect in the Structural Parts
                or Common Parts adjoining the Premises of which the Tenant
                becomes aware and of any defect in the Premises which, in either
                case, may make the Landlord and/or the Superior Landlord liable
                to do, or not to do, any act to comply with the duty of care
                imposed by the Defective Premises Act 1972.

15.6.2          The Tenant shall display any notices at the Premises needed to
                enable the Landlord and/or the Superior Landlord to comply with
                the Defective Premises Act 1972.

15.7        REGULATIONS

            The Tenant shall comply with any regulations which may reasonably be
            made by the Landlord and/or the Superior Landlord and notified to
            the Tenant in writing from time to time to ensure the health and
            safety of persons at the Building and generally for the proper
            management of the Building.

15.8        SUPERIOR LEASE

15.8.1          To perform and observe all the covenants on the part of the
                lessee contained in the Superior Lease (save those in relation
                to the payments of rents thereunder) so far as they relate to
                the Premises and are not expressly assumed by the Landlord in
                this Underlease.

15.8.2          To indemnify and keep indemnified the Landlord against all
                damages losses costs expenses actions demands proceedings claims
                and liabilities made against or suffered or incurred by the
                Landlord arising directly or indirectly out of any breach by the
                Tenant of CLAUSE 15.8.1 of this Underlease.

15.8.3          Subject to the provisions of CLAUSE 5.3 of this Underlease, to
                permit the Landlord to enter on the Premises to enable it to
                comply with the covenants on its part contained in the Superior
                Lease notwithstanding that the obligation to comply with such
                covenants may be imposed on the Tenant by this Underlease.


<PAGE>   60
                                       43



16.     LANDLORD'S COVENANT

16.1        The Landlord agrees with the Tenant that, for so long as the Tenant
            complies with the terms of this Underlease, the Tenant may hold and
            use the Premises during the Term without any interruption (except as
            authorised by this Underlease) by the Landlord or by any person
            lawfully claiming through, under or in trust for the Landlord.

16.2        The Landlord covenants with the Tenant:-

                (a)     To pay the rents reserved by the Superior Lease in
                        accordance with the covenants therein contained.

                (b)     To take all reasonable steps to obtain the consent of
                        the Superior Landlord whenever the Tenant makes an
                        application for any consent required hereunder for which
                        the consent of the Superior Landlord is needed by virtue
                        of the Superior Lease in those cases where the Landlord
                        is willing to give its consent or could not reasonably
                        refuse or delay it provided that the Tenant shall pay
                        all costs and expenses reasonably and properly incurred
                        by the Landlord in relation to the application to the
                        Superior Landlord for consent (including the reasonable
                        and proper costs and expenses of the Superior Landlord
                        payable by the Landlord under the provisions of the
                        Superior Lease) whether consent is granted refused
                        granted subject to any qualification or whether the
                        application is withdrawn at the Tenant's request and
                        further provided that the Landlord shall not be liable
                        to the Tenant for refusing to grant a consent solely
                        because the Superior Landlord has unreasonably refused
                        to grant the relevant consent to the Landlord or granted
                        consent subject to unreasonable conditions provided that
                        at the request and cost of the Tenant the Landlord will
                        seek a declaration from the courts that the Superior
                        landlord is unreasonably withholding consent or has
                        granted consent subject to unreasonable conditions (as
                        applicable).

                (c)     To procure (at the Tenant's request and cost) compliance
                        by the Superior Landlord of its covenants in the
                        Superior Lease.


<PAGE>   61
                                       44



16.3        As soon as it has exhausted its rights under the Agreement for Lease
            in respect of any defect in the Building the Landlord shall use its
            reasonable endeavours to enforce such rights and remedies which the
            Landlord may have under the collateral warranties which it holds
            relating to the redevelopment of the Building (the "Warranty
            Agreements") in respect of any defect in the Building notified to
            the Landlord by the Tenant and the Landlord shall expend any monies
            recovered under the Warranty Agreements in making good such defects.

17.     FORFEITURE

17.1        LANDLORD'S RIGHT OF RE-ENTRY

            If any event set out in CLAUSE 17.2 occurs, the Landlord may forfeit
            this Underlease and re-enter the Premises. The Term will then end,
            but without prejudice to any claim which the Landlord may have
            against the Tenant for any failure to comply with the terms of this
            Underlease.

17.2        EVENTS GIVING RISE TO THE LANDLORD'S RIGHT OF RE-ENTRY

17.2.1          The Rent or any other sum payable under this Underlease has not
                been paid 15 Working Days after it became due, whether formally
                demanded or not.

17.2.2          The Tenant has failed to comply with the terms of this
                Underlease.

17.2.3          The Tenant, if an individual (or if more than one individual
                then any one of them):

                (a)     is the subject of a bankruptcy petition; or

                (b)     is the subject of an application for an interim order
                        under part VIII of the Insolvency Act 1986; or

                (c)     enters into any composition, moratorium or other
                        arrangement with its creditors, whether or not in
                        connection with any proceeding under the Insolvency Act
                        1986; or

                (d)     a receiver of the income of the Premises is appointed
                        under section 101 of the Law of Property Act 1925.


<PAGE>   62
                                       45



17.2.4          In relation to a Tenant which is a body corporate (or if more
                than one body corporate then any one of them):

                (a)     a proposal for a voluntary arrangement is made under
                        part I of the Insolvency Act 1986 or the directors of
                        the Tenant resolve to make such a proposal;

                (b)     a petition for an administration order is presented
                        under part II of the Insolvency Act 1986 or the
                        directors of the Tenant resolve to present such a
                        petition;

                (c)     a receiver (including a receiver under section 101 of
                        the Law of Property Act 1925) or manager or
                        administrative receiver of its property (or part of it)
                        is appointed;

                (d)     a resolution for its voluntary winding up is passed
                        under part IV of the Insolvency Act 1986 or a meeting of
                        its creditors is called for the purpose of considering
                        that it be wound up voluntarily (in either case, other
                        than a voluntary winding up whilst solvent for the
                        purposes of and followed by a solvent reconstruction or
                        amalgamation);

                (e)     a petition for its winding up is presented to the court
                        under part IV or by virtue of part V of the Insolvency
                        Act 1986 or a resolution is passed that it be wound up
                        by the court; or

                (f)     an application is made under section 425 of the
                        Companies Act 1985 or a proposal is made which could
                        result in such an application.

17.2.5          The Tenant which is a body corporate (or if more than one body
                corporate then any of them):

                (a)     enters or proposes to enter into any arrangement,
                        moratorium or composition (other than any referred to
                        above) with its creditors; or

                (b)     is dissolved, or is removed from the Register of
                        Companies, or ceases to exist (whether or not capable of
                        reinstatement or reconstitution).

18.     NOTICES IN CONNECTION WITH THIS UNDERLEASE

18.1        Where a notice is to be given in connection with this Underlease, it
            must be given in writing and signed by or on behalf of the party
            giving it, unless it is stated that it need not be given in writing.


<PAGE>   63
                                       46



18.2        Any notice to be given in connection with this Underlease will be
            validly served if sent by first class post, or special delivery or
            recorded delivery and addressed to or personally delivered to:

18.2.1          the Landlord at the address given in this deed or such other
                address which the Landlord has notified to the Tenant in
                writing;

18.2.2          the Tenant at the Premises or its registered office or its last
                known address.

18.3        Any notice or demand sent by post from within the UK, and properly
            stamped and correctly addressed will be conclusively treated as
            having been delivered two Working Days after posting.

18.4        The Tenant shall give the Landlord verbal notice of any matter
            affecting the Premises where emergency action is needed as well as
            written notice.

19.     MISCELLANEOUS

19.1        LANDLORD'S RIGHTS TO REMEDY DEFAULT BY THE TENANT

19.1.1          If the Tenant fails to comply with any of its obligations in
                this Underlease, the Landlord may give the Tenant written notice
                of that failure, and the Tenant shall:

                (a)     immediately in the case of an emergency; and

                (b)     otherwise as soon as practicable, but in any event
                        within one month of such notice,

                begin and then, within a reasonable time, complete remedying
                that failure.

19.1.2          If the Tenant does not comply with CLAUSE 19.1.1, the Landlord
                may enter the Premises and carry out any works or do anything
                else which may be needed to remedy the Tenant's failure to
                comply with its obligations under this Underlease.

19.1.3          Any costs incurred by the Landlord by reason of CLAUSE 19.1.2
                will be a debt due from the Tenant payable on demand and may be
                recovered by the Landlord as if it were additional rent.

19.2        TENANT TO PROVIDE INFORMATION

19.2.1          The Tenant shall give the Landlord any information or documents
                which the Landlord reasonably requests to show that the Tenant
                is complying with its obligations in this Underlease.


<PAGE>   64
                                       47



19.2.2          The Tenant shall give the Landlord immediate written notice of
                any defect or default which may make the Landlord liable to the
                Tenant or any third party.

19.3        TENANT'S INDEMNITY

            The Tenant agrees to indemnify the Landlord at all times (both
            during and after the Term) against all charges, claims, proceedings,
            liabilities, damages, losses, costs and expenses arising directly or
            indirectly from:

19.3.1          any works carried out at the Premises by or on behalf of the
                Tenant or any undertenant or other occupier;

19.3.2          any breach of any of the Tenant's obligations in this
                Underlease.

19.4        TENANT'S ACKNOWLEDGEMENT

            The Tenant acknowledges that it has not entered into this Underlease
            in reliance on any representation made by or on behalf of the
            Landlord.

19.5        QUALIFICATION OF LANDLORD'S LIABILITY

            The Superior Landlord and Landlord will not be liable to the Tenant
            or any other person for:

19.5.1          any damage to person or property arising from any act, omission
                or misfeasance by the Superior Landlord and/or the Landlord, or
                its employees, agents or independent contractors, or from the
                state and condition of the Premises or of any other part of the
                Building or any adjoining property of the Landlord;

19.5.2          any interruption to the supply of Utilities to the Premises or
                other parts of the Building;

19.5.3          any accidental damage to the Premises or to any property of the
                Tenant or any other occupier of the Premises or their employees,
                agents or independent contractors;

19.5.4          any accidental damage to any person occurring during the
                performance by or on behalf of the Superior Landlord and/or the
                Landlord of any service which the Tenant or other authorised
                occupier of the Premises has requested the Superior Landlord
                and/or the Landlord to carry out;

19.5.5          any act or omission of any other tenant or occupier of the
                Building; or


<PAGE>   65
                                       48



19.5.6          for any failure to perform any obligation in this Underlease,
                unless the Tenant has given the Landlord written notice of the
                facts giving rise to that failure and allowed the Landlord a
                reasonable time to remedy the matter.

19.6        SALE OF GOODS AFTER END OF TERM

19.6.1          The Tenant irrevocably appoints the Landlord as its agent to
                store or dispose of any items left by the Tenant at the Premises
                more than 10 Working Days after the end of the Term.

19.6.2          The Landlord may store or dispose of such items after that time
                as it thinks fit and without any liability to the Tenant, other
                than to account to the Tenant for the proceeds of sale, after
                deducting any costs of sale or storage incurred by the Landlord.

19.6.3          The Tenant agrees to indemnify the Landlord against any
                liability incurred by the Landlord by reason of the Landlord
                disposing of any items left at the Premises which do not belong
                to the Tenant, but which the Landlord reasonably believed did
                belong to the Tenant, which will be presumed unless the contrary
                is proved.

19.7        ARBITRATION

            Where this Underlease refers to a dispute being referred to
            arbitration, it will be referred to a single arbitrator who will act
            in accordance with the Arbitration Act 1996, and the referral will
            be a submission to arbitration in accordance with that Act.

19.8        DISPUTES UNDER SUPERIOR LEASE

            Any question or dispute arising under the Superior Lease which also
            affects or relates to the provisions of this Underlease is to be
            determined as provided in the Superior Lease and the determination
            is to be binding on the Tenant as well as the Landlord for the
            purposes both of the Superior Lease and this Underlease.

19.9        CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

            Unless expressly stated nothing in this Underlease will create any
            rights in favour of any person pursuant to the Contracts (Rights of
            Third Parties) Act 1999.

19.10       EXCLUSION ORDER

            Having been authorised to do so by an Order of the Mayors & City of
            London Court made on the   day of    , 2000 the Landlord and the
            Tenant


<PAGE>   66
                                       49



            agree that the provisions of sections 24 to 28 of the Landlord and
            Tenant Act 1954 are excluded in relation to this Underlease.

20.     OPTION TO DETERMINE

20.1        In this clause "TERMINATION DATE" means [ ](1).

20.2        Subject to the pre-conditions in CLAUSE 20.3 being satisfied on the
            Termination Date, the Tenant may determine the Term on a Termination
            Date by giving the Landlord not less than six month's written
            notice. The Term will then determine on the Termination Date, but
            without prejudice to any rights of either party against the other
            for any antecedent breach of its obligations under this Underlease.

20.3        The pre-conditions to the determination of the Term on the part of
            the Tenant pursuant to CLAUSE 20.2 are that:

20.3.1          vacant possession of the whole of the Premises is given to the
                Landlord on the Termination Date; and

20.3.2          all Rent and other sums due under this Underlease up to the
                Termination Date have been paid in full.

20.4        The Landlord may waive any of the pre-conditions set out in CLAUSE
            20.3 at any time before the Termination Date by written notice to
            the Tenant.

20.5        The Landlord may determine the Term on the Termination Date by
            giving the Tenant not less than six months written notice. The Term
            will then determine on the Termination Date, but without prejudice
            to any rights of either party against the other for any antecedent
            breach of its obligations under this Underlease.

20.6        Time will be of the essence for the purposes of this clause.

21.     NEW OR OLD UNDERLEASE

            This Underlease is a new tenancy for the purposes of Section 1 of
            the Landlord and Tenant (Covenants) Act 1995

IN WITNESS of which this deed has been duly executed and is delivered on the
date written at the beginning of this deed.

Annexes: Reinstatement Specification



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

(1)     Insert the date which is 7 years from date of Underlease.



<PAGE>   67
                                       50



                                 FIRST SCHEDULE

                         Authorised Guarantee Agreement



DATED
--------------------------------------------------------------------------------



                                    GUARANTOR

                                       and

          [                                                       ]






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



                         AUTHORISED GUARANTEE AGREEMENT

                                 in relation to

                                   Sixth Floor

                            16 Old Bailey, London EC4



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





<PAGE>   68
                                       51


                         AUTHORISED GUARANTEE AGREEMENT

DATE

PARTIES

(1)     [NOMINEE COMPANY] (incorporated and registered in England and Wales
        under company number                                               ),
        the registered office of                   which         is
        at                       (the GUARANTOR); and

(2)     [                                   ] (incorporated and registered in
        England and Wales under company number[                             ]),
        the registered office of which is at [                              ]
        (the LANDLORD).

RECITALS

(A)     By the Underlease the Premises were let to [                          ]
        for a term of 10 years from and including 13 June 2000.

(B)     The reversion immediately expectant on the term created by the
        Underlease remains vested in the Landlord and the residue of that term
        remains vested in the Guarantor.

(C)     The Underlease contains a covenant against assignment without the
        consent of the Landlord.

(D)     The Landlord has given its consent to an assignment to the Assignee,
        subject to a condition that the Guarantor enters into an agreement
        guaranteeing the performance of the tenant covenants by the Assignee in
        the form of this deed.

(E)     This deed is entered into by the Guarantor pursuant to that condition.

IT IS AGREED AS FOLLOWS:

1.      DEFINITIONS

        In this deed the following definitions apply:

        "ASSIGNEE"

                           (company       registration               number
                    ), the registered office of



<PAGE>   69
                                       52



        which                 is            at                    ;


        "GUARANTOR"

                the first party to this deed and its successors in title;

        "LANDLORD"

                the second party to this deed and its successors in title;

        "UNDERLEASE"

                a lease made between The Landlord (1) and The Guarantor (2) and
                                                              dated
                             and any document varying or supplemental to such
                lease whether entered into before or after the date of this
                deed;

        "PREMISES"

                Sixth Floor 16 Old Bailey, London EC4 as more particularly
                described in the Underlease.

2.      INTERPRETATION

2.1         The table of contents and clause headings are for reference only and
            do not affect the construction of this deed.

2.2         The words "includes" and "including" shall be deemed to be followed
            by the words "without limitation".

2.3         General words introduced by the word "other" do not have a
            restrictive meaning by reason of being preceded by words indicating
            a particular class of acts, things or matters.

2.4         Obligations owed by or to more than one person are owed by or to
            them jointly and severally.

2.5         References to a person include an individual, a corporation,
            company, firm or partnership or government body or agency, whether
            or not legally capable of holding land.

2.6         References to "THE ACT" are to the Landlord and Tenant (Covenants)
            Act 1995 and any regulations and orders made under it and as it is
            amended or consolidated from time to time.


<PAGE>   70
                                       53



2.7         Unless otherwise specified, a reference to a clause is a reference
            to a clause or sub-clause of this deed.

2.8         Where a sum is expressed to be payable on demand, it will become
            payable, unless otherwise specified, 5 working days after the demand
            has been made.

2.9         The expressions "INTEREST RATE" and "RENT" shall have the meanings
            given to them in the Underlease.

2.10        The expression "tenant covenants" is to be construed consistently
            with the Act but shall not include any tenant covenant expressed to
            be personal to the Tenant or its predecessors in title.

3.      GUARANTEE

3.1         The Guarantor irrevocably and unconditionally guarantees to the
            Landlord that the Assignee will duly and punctually perform and
            comply with all the tenant covenants of the Underlease until the
            Assignee is released from those covenants by virtue of the Act.

3.2         The Guarantor agrees that if the Assignee, in respect of any time
            before it is released by virtue of the Act, fails duly and
            punctually to perform and comply with any of the tenant covenants in
            the Underlease, it shall, on demand, perform or comply with such
            covenant.

4.      PRINCIPAL DEBTOR

        As a separate and independent obligation under this deed the Guarantor
        agrees that if any sum or obligation expressed to be guaranteed under
        this deed is not recoverable from or enforceable against the Guarantor
        or any sum expressed to be due under obligations is not recoverable from
        the Guarantor on the basis of a guarantee (for whatever reason), the
        Guarantor shall be liable as sole or principal debtor in respect of such
        sum or obligation which shall be paid, performed or complied with by the
        Guarantor on demand.

5.      GUARANTOR TO TAKE A NEW UNDERLEASE

5.1         The Guarantor agrees that if a liquidator or trustee in bankruptcy
            of the Assignee disclaims the Underlease, or the obligations of the
            Assignee under it, or if the Underlease becomes bona vacantia and is
            disclaimed, it will, if required by the Landlord within six months
            of the Landlord having received notice of the disclaimer, take a new
            lease of the Premises from the Landlord.



<PAGE>   71
                                       54



5.2         The new lease shall:

5.2.1           be for a term commencing on the date of the disclaimer and be
                equal to the unexpired residue of the term of years granted by
                the Underlease (or the residue which would be unexpired but for
                the disclaimer) as at the date of the disclaimer;

5.2.2           reserve a rent equal to the Rent reserved under the Underlease
                immediately before the disclaimer, and otherwise be on the same
                terms as the Underlease but with no provision for a rent free
                period, and

5.2.3           take effect from the date of the disclaimer.

5.3         The new lease will take effect subject to the Underlease, if and to
            the extent that it is still subsisting, and subject to any
            underlease or other interest created or permitted by the Assignee or
            its predecessors in title.

5.4         The Guarantor shall pay the Landlord's costs (on an indemnity basis)
            in connection with the grant of the new lease and shall execute,
            deliver and pay the stamp duty on a counterpart of it to the
            Landlord.

6.      SUPPLEMENTARY PROVISIONS

6.1         NO DISCHARGE OF THE GUARANTOR

            Without prejudice to subsection 18(3) of the Act, the Guarantor's
            liability under this deed will remain in full force and effect and
            will not be released or discharged nor will the rights of the
            Landlord be prejudiced or affected by the following:

6.1.1           any time, indulgence or concession granted by the Landlord to
                the Assignee or to any other person who is liable;

6.1.2           the Landlord dealing with, exchanging, varying or failing to
                perfect or enforce any of its rights or remedies against the
                Assignee or any other person who is liable;

6.1.3           the existence of or dealing with, varying or failing to perfect
                or enforce any other rights or security which the Landlord may
                have or acquire against the Assignee or any other person who is
                liable in respect of the Assignee's obligations under the
                Underlease;

6.1.4           any variation of, addition to or reduction from the terms of the
                Underlease, whether or not the same is substantial or is




<PAGE>   72
                                       55



                prejudicial to the Guarantor or confers only a personal right or
                obligation;

6.1.5           any non-acceptance of the Rent or other sums due from the
                Assignee under the Underlease, in circumstances where the
                Landlord has reason to suspect a breach of the Assignee's
                obligations under the Underlease;

6.1.6           the occurrence of any of the events set out in CLAUSE 18
                (Forfeiture) of the Underlease;

6.1.7           a surrender of part of the Premises, except that the Guarantor
                will have no liability in relation to the surrendered part in
                respect of any period after the date of the surrender;

6.1.8           any incapacity or change in the constitution, status or name of
                the Assignee or the Landlord;

6.1.9           any amalgamation, merger or reconstruction by the Landlord with
                any other person or the acquisition of the whole or any part of
                its assets or undertaking by any other person;

6.1.10          any voluntary arrangement entered into by the Assignee or any
                other person who is liable with all or any of its creditors
                (whether or not such arrangement binds or is expressed to bind
                the Landlord); or

6.1.11          any other act or thing by virtue of which, but for this
                provision, the Guarantor would have been released or discharged
                from its obligations under this deed, or the rights of the
                Landlord would have been prejudiced or affected, other than a
                release by deed, entered into by the Landlord, in accordance
                with the terms of such deed

        and the parties acknowledge that each of the matters listed above is
        separate and independent and is not to be interpreted in the light of
        any other.

6.2         WAIVER OF RIGHTS BY THE GUARANTOR

6.2.1           Until all the liabilities expressed to be guaranteed by the
                Guarantor under this deed have been paid, discharged or
                satisfied irrevocably and in full, the Guarantor agrees not,
                without the consent of the Landlord, to:

                (a)     exercise any of its rights in respect of the liabilities
                        expressed to be guaranteed under this deed against the
                        Assignee or any other person who is liable;



<PAGE>   73
                                       56



                (b)     demand or accept repayment in whole or in part of any
                        indebtedness due to the Guarantor from the Assignee or
                        any other person who is liable, or demand or accept any
                        other security in respect of such indebtedness or in
                        respect of the obligations of the Guarantor under this
                        deed and any security received by the Guarantor in
                        breach of the above or any such security held by the
                        Guarantor at the date of this deed shall be held by the
                        Guarantor on trust for the Landlord and delivered to the
                        Landlord on demand;

                (c)     claim any legal or equitable set-off or counterclaim
                        against the Assignee or any other person who is liable;
                        or

                (d)     claim or prove in competition with the Landlord in the
                        liquidation or bankruptcy or in any administration or
                        receivership of the Assignee or any other person who is
                        liable, or have the benefit of or share in any payment
                        or distribution from or composition or arrangement with
                        the Assignee or any other person who is liable and any
                        money or other property received by the Guarantor in
                        breach of this shall be held by the Guarantor on trust
                        for the Landlord and delivered to the Landlord on
                        demand.

6.2.2           The obligations of the Guarantor under this deed may be enforced
                by the Landlord against the Guarantor:

                (a)     at its discretion and without first enforcing or seeking
                        to enforce its rights against the Assignee or any other
                        person who is liable or under any other security or
                        resorting to any other means of payment; and

                (b)     as primary obligations and not merely as obligations of
                        a surety.

6.3         PAYMENTS IN GROSS

            All dividends, compositions and moneys received by the Landlord from
            the Assignee or any other person which are capable of being applied
            by the Landlord in satisfaction of the liabilities expressed to be
            guaranteed under this deed, will be regarded for all purposes as
            payments in gross, and will not prejudice the right of the Landlord
            to recover from the Guarantor the ultimate balance which, after
            receipt of such dividends, compositions and moneys, may remain owing
            or expressed to be owing to the Landlord.

6.4         GUARANTOR TO ENTER INTO SUPPLEMENTAL DOCUMENTS

            As and when called upon to do so by either the Landlord or the
            Assignee, the Guarantor shall enter into any document supplemental



<PAGE>   74
                                       57



            to the Underlease (by deed if required) for the purpose of
            consenting to the Assignee entering into such supplemental document
            and confirming that, subject only to subsection 18(3) of the Act,
            all the obligations of the Guarantor will remain in full force and
            effect in respect of the Underlease.

6.5         GUARANTOR TO REIMBURSE COSTS OF ENFORCEMENT

            The Guarantor agrees to pay to the Landlord on demand, and on an
            indemnity basis, all legal and other costs and charges which may be
            payable by the Landlord in relation to the enforcement of the
            Guarantor's obligations in this deed.

6.6         INTEREST

            The Guarantor agrees to pay interest on each amount demanded of it
            under this deed, at the Interest Rate until payment (both before and
            after any judgment), except that where the sum demanded from the
            Guarantor includes interest due from the Assignee at that rate and
            the whole amount of the sum demanded is paid by the Guarantor
            immediately on demand, the Guarantor will not be liable to pay
            further interest on that sum.

6.7         NOTICES

            Any notices given in connection with this deed must be in writing
            and will be validly served if sent by first class post, or
            registered post or by recorded delivery and addressed to the
            Landlord or the Guarantor at its address given in this deed or, in
            the case of the Landlord, at such other address as the Landlord has
            notified to the Guarantor in writing. A notice sent by post from
            within the UK and correctly addressed and properly stamped will be
            conclusively treated as having been delivered two working days after
            posting.

6.8         OTHER SECURITY HELD BY THE LANDLORD

            This guarantee is in addition to any other guarantee or security or
            any other right or remedy held by or available to the Landlord from
            time to time.

7.      SCOPE OF THIS DEED

7.1         The provisions of this deed will have effect from the date of the
            instrument of the assignment of the Underlease to the Assignee.

7.2         The intention of the parties to this deed is that it should be an
            authorised guarantee agreement within the meaning of the Act.


<PAGE>   75
                                       58



7.3         If any provision, or any part of a provision, of this deed has the
            effect of causing this deed not to be an authorised guarantee
            agreement within the meaning of the Act to any extent, that
            provision or part is to be treated as having been modified (or if
            necessary omitted from this deed) to the extent needed to avoid that
            effect.

7.4         Each of the provisions of this deed is separate and severable from
            the others, and if at any time one or more of the provisions is or
            becomes illegal, invalid or unenforceable (whether wholly or to any
            extent), the legality, validity or enforceability of the remaining
            provisions (or the same provision to any other extent) will not be
            affected or impaired.

7.5         The rights of the Landlord under any clause are without prejudice to
            the rights of the Landlord under any other clause or under the
            Underlease or any other guarantee or security held by or available
            to the Landlord.

7.6         The obligations of the Guarantor under any clause are without
            prejudice to its obligations under any other clause or to the rights
            of the Landlord under any other clause or the Underlease or any
            other guarantee or security held by or available to the Landlord.

7.7         The rights of the Landlord under this deed shall subsist for the
            benefit of the successors in title of the Landlord under the
            Underlease without the need for any express assignment of the
            benefit of them.

IN WITNESS of which this deed has been duly executed and is delivered on the
date written at the beginning of this deed.


<PAGE>   76
                                       59


                                 SECOND SCHEDULE

                            Service charge provisions



1.1         INTERPRETATION

            In this Schedule, except where the context otherwise requires:

            "SERVICE CHARGE PERIOD" means the period of twelve months ending on
            and including 25th March in each year or such other period as the
            Landlord may determine from time to time and which the Landlord
            shall notify to the Tenant in writing;

            "THE SECOND SERVICE CHARGE RENT" means nine point six four per cent
            (9.64%) of the Total Costs for the Service Charge Period concerned;
            and

            "THE TOTAL COSTS" means the aggregate of the costs and expenses
            properly incurred by the Landlord in providing the services
            specified in Part 2 of this Schedule ("the Additional Services") and
            defraying associated costs, charges and overheads incidental to the
            Additional Services.

1.1         PAYMENT OF THE SECOND SERVICE CHARGE RENT

(A)         The Tenant shall pay to the Landlord the Second Service Charge Rent
            for each Service Charge Period beginning or ending during the Term.

(B)         The Tenant shall make payments on account of the Second Service
            Charge Rent in advance on the Quarter Days in each year of such
            amounts as the Landlord may reasonably require and which the
            Landlord has notified to the Tenant no less than one month before
            the commencement of the relevant Service Charge Period.

(C)         After the Landlord has submitted the summary of the Total Costs for
            a Service Charge Period in accordance with this Schedule, if the
            aggregate of the on account payments made by the Tenant differs from
            the Second Service Charge Rent for the Service Charge Period
            concerned then any shortfall shall be paid to the Landlord within
            fourteen Working Days of demand and any over-payment shall either be
            credited to the Tenant against the next on account payment of the
            Second Service Charge Rent due under this Schedule or, at the end of
            the Term and subject to the settlement of any outstanding sums due
            to the Landlord under this Lease, returned to the Tenant forthwith.

(F)         For the purpose of any apportionment in respect of a period shorter
            than a Service Charge Period, the Second Service Charge Rent for the
            Service Charge Period concerned will be deemed to accrue on a daily
            basis.


<PAGE>   77
                                       60



(G)         Notwithstanding the ending of the Term, this paragraph will continue
            to apply in respect of the then current and any earlier Service
            Charge Periods but only in respect of sums owing up to the date of
            termination of the Term.

(H)         The Landlord shall not be entitled to include within the Total Costs
            any sums incurred in respect of Additional Services which relate to
            a period either before the date of this Underlease or after the end
            of the Term.

1.2         SUMMARY OF THE TOTAL COSTS

(A)         As soon as practicable after the end of each Service Charge Period,
            the Landlord shall submit to the Tenant a summary of the Total Costs
            for such period and a list of the Additional Services for that
            Service Charge Period.

(B)         At any time within twelve months from the date such summary is
            submitted, the Tenant may after reasonable prior written notice have
            access to the accounts, invoices and other materials from which such
            summary is derived and at its own expense be provided with copies.

1.3         LANDLORD'S OBLIGATION TO PROVIDE SERVICES

(A)         Subject to the payment by the Tenant of the Second Service Charge
            Rent in accordance with this Schedule and to the following
            provisions of this paragraph, the Landlord shall provide the
            Additional Services efficiently, economically and in a manner
            appropriate to high class professional offices in the City of
            London.

(B)         The Landlord is not to be liable for any failure to provide the
            Additional Services to the extent that the Landlord is prevented
            from doing so by an insured risk or other peril, accident, strike,
            shortage of materials or power or other cause or circumstance beyond
            the Landlord's control provided that the Landlord restores the
            relevant service as soon as reasonably practicable.

(C)         The Landlord will provide the Additional Services having regard to
            the Building operating on a 24-hour basis.

(D)         Except where the occupiers of the Building from time to time give
            consent or in the interests of good estate management, the Landlord
            covenants that the Additional Services shall not duplicate the
            services provided by the Superior Landlord pursuant to the terms of
            the Superior Lease.



<PAGE>   78
                                       61



                                     PART 2

1.          Cleaning the Common Parts.

2.          Providing security guards and patrols (whether employed by the
            Tenant or engaged as Contractors) for the Building and ensuring
            proper co-ordination between such security guards and patrols and
            the Superior Landlord's security systems.

3.          The maintenance of the security systems at the Building (including
            the monitoring and control of vehicles and/or persons gaining access
            to and egress from the car park).

4.          Providing, maintaining and restocking floral and/or plant displays
            on the Common Parts.

5.          Staffing a reception and/or security desk in the entrance hall of
            the Building.

6.          Operating a general office function for the receipt of deliveries on
            the lower ground floor of the Building and notifying the Tenant on
            receipt of such deliveries.

7.          Such other services as the Landlord and the Tenant may agree with
            the other occupiers of the Building.



<PAGE>   79
                                       62



                                            ( Executed as a deed by
                                            ( TEMPLE PROPERTY HOLDINGS LIMITED
                                            ( acting by:



                                            Director


                                            Director/Secretary

Executed as a deed by                       )
EXULT LIMITED acting by                     )
its attorney                                )
 .........................                   )
in the presence of:                         )

                                            ...................................
                                            Attorney



Signature of witness ....................

Name ....................................

Address .................................