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                                                                    EXHIBIT 10.1

                                 [COMPANY LOGO]



                               NABARRO NATHANSON



                            DATED    6 March    1996



                                  D.J. DOWNING


                                    - and -


                         J.M. JONES PROPERTIES LIMITED
                        (in Administrative Receivership)


                                    - and -


                        BUSINESS OBJECTS (U.K.) LIMITED


                                    - and -


                              BUSINESS OBJECTS SA


                                     LEASE
               Sun Court.  Moorbridge Road, Maidenhead, Berkshire


                               Nabarro Nathanson
                               50 Stratton Street
                                 London WIX 6NX

                               Tel: 0171 493 9933
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                           ACCESS FLOORING NOT SHOWN
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                                  PARTICULARS



DATE OF THIS DEED    :  6TH March                      1996

LEASE                :  Lease

RECEIVER             :  DAVID JOHN DOWNING of 235 The Ridgeway. St.
                        Albans, Hertfordshire, AL4 9XG

LANDLORD             :  J.M. JONES PROPERTIES LIMITED
                        (in Administrative Receivership)

Address              :  Shelley House. 3 Noble Street. London. EC2V 7DP

Company
Registration No.     :  2255954
                        acting by the Receiver

TENANT               :  BUSINESS OBJECTS (U.K.) LIMITED

Registered office    :  Pickfords Wharf Clink Street London SE 1 9DG

Company
Registration No.     :  2636952

GUARANTOR            :  BUSINESS OBJECTS SA

Address              :  Tour Chantecoq 5 rue Chantecoq 92808 Puteaux
                        Cedex France


PREMISES            :   The premises known as Sun Court, Maidenhead
                        being more particularly described in Schedule 1


CONTRACTUAL TERM    :   Twenty-five years

CONTRACTUAL TERM
COMMENCEMENT DATE   :   1996
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YEARLY RENT          :   FOR THE 1ST YEAR OF THE TERM  pound 250.000
                         FOR THE 2ND YEAR OF THE TERM  pound 360.000
                         FOR THE 3RD YEAR OF THE TERM  pound 400.000
                         FOR THE 4TH YEAR OF THE TERM  pound 400.000
                         FOR THE 5TH YEAR OF THE TERM  pound 400.000
                         and thereafter subject to the upwards only rent
                         as provided in review this Lease.

YEARLY RENT
COMMENCEMENT DATE   :    1st November 1996

RENT REVIEW DATES   :    The 6th day of                 2001 and every
                         fifth anniversary of that date


PERMITTED USE       :    Use as offices within Class B1 of the Town and
                         Country Planning (Use Classes) Order 1987
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                                    CONTENTS



CLAUSES                       SUBJECT

1.      DEFINITIONS

2.      INTERPRETATION

3.      DEMISE AND RENT

4.      TENANT'S COVENANTS

4.1     To Pay Rents

4.2     To Pay Rates and Outgoings

4.3     To Pay Interest

4.4     To Pay Costs

4.5     To Pay Value Added Tax

4.6     Common Matters

4.7     Insurance

4.8     Repair

4.9     External Redecoration

4.10    Internal Redecoration

4.11    To Maintain Landlord's Fixtures

4.12    Notice and Making Good on Tenant's Default

4.13    Alterations and Signs

4.14    To comply with Legislative Requirements

4.15    Use Consents

4.16    No Undesirable Activities

4.17    Use & Regulations

4.18    Not to obstruct

4.19    Alienation

4.20    Registration of Dealings

4.21    Information

4.22    Notice of Re-letting or Sale

4.23    Exceptions and Reservations

4.24    Not to Permit Acquisition of Easements

4.25    Tenant's Surveys

4.26    To Notify Landlord

4.27    Indemnity

4.28    New Guarantor


                (ii)

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4.29    Pledging Chattels as Security

4.30    To Observe and Perform Covenants etc

4.31    Raised Floor

4.32    To Yield Up

5.      RENT REVIEW

6.      LANDLORD'S COVENANTS

6.1     Quiet Enjoyment

6.2     Insurance

6.3     Works

7.      MISCELLANEOUS

7.1     Re-entry

7.2     Rent Abatement

7.3     Exclusion of-Liability

7.4     Notices

7.5     Statutory Compensation

7.6     Superior Leases

7.7     Landlord as Tenant's Agent

7.8     Adjoining Property

7.9     Distress

7.10    Set Offs

7.11    Exclusion of Rights not Granted

7.12    No Warranty as to Permitted Use

7.13    Return of Instalment of Yearly Rent

7.14    English Law

7.15    Tenant's option to determine

7.16    Certificate as to Agreement for Lease

8.      LPA Receiver

9.      Guarantor

SCHEDULES

Schedule 1  The Premises

Schedule 2  Rights Granted

Schedule 3  Exceptions and Reservations

Schedule 4  Matters to which the Premises are subject

Schedule 5  Guarantor's Obligation

Schedule 6  Landlord's Fixtures and Fittings
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THIS LEASE is made on the date and between the Parties stated in the Particulars


THIS DEED WITNESSES:


1.   DEFINITIONS


In this Lease the following expressions have the meanings indicated:


"Building"                    the building erected on the Premises:

"Conduits"                    all aerials vents chimneys ducts shafts cisterns
                              tanks radiators pipes wires optic fibres cables
                              gutters watercourses channels sewers drains and
                              equipment for the provision of Utilities laid now
                              or in the future in under or over the Premises
                              or serving them;

"Environmental Consent"       a consent licence registration exemption approval
                              permission authorisation or filing requirement
                              relating to the environment (as defined in Section
                              1 of the Environmental Protection Act 1990) or
                              to the control or regulation of pollution of the
                              environment (as also defined in that Section):

"Full Reinstatement           the cost of rebuilding or reinstating the land
Cost"                         and/or buildings which are the subject of the
                              insurance policy including where the Landlord
                              in its reasonable discretion so determines value
                              added tax inflation extraordinary expenses
                              professional fees and incidental expenses
                              (including but not limited to the costs of shoring
                              up demolition and site clearance);

"Guarantor"                   shall include if it is an individual his personal
                              representatives and includes any person who at
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                              any time undertakes guarantor obligations pursuant
                              to any provision of this Lease:

"Insured Risks"               fire (including subterranean fires), earthquakes.
                              explosion (including explosion of boilers and
                              other heating apparatus). lightning, thunderbolt.
                              storm, tempest, flood. burst or overflowing of
                              pipes and tanks, impact by any road vehicle. and
                              (in peacetime) aircraft and articles dropped
                              therefrom and accidental damage to underground
                              pipes and cables. riot , civil commotion and
                              malicious damage and such other risks against
                              which the Landlord shall from time to time in the
                              Landlord's reasonable discretion determine to
                              insure:

"Interest"                    interest at the rate of four per cent per annum
                              above the Base Lending Rate from time to time of
                              National Westminster Bank PLC (or if such rate
                              shall cease to be published such other reasonable
                              or comparable rate as the Landlord shall from time
                              to time designate) compounded with monthly rests
                              on the first day of each month:

"Landlord"                    shall include the person for the time being
                              entitled to the reversion immediately expectant on
                              the Term:

"Landlord's Surveyor"         any person engaged by the Landlord for any purpose
                              under this Lease including an employee of the
                              Landlord or a company which is a member of the
                              same group of companies (as defined in Section 42
                              of the Landlord and Tenant Act 1954) as the
                              Landlord:



                                       2
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"Particulars"                 the Particulars appearing at the front of this
                              Lease:

"Parties"                     the Landlord and the Tenant and the Surety (if
                              any) and "Party" means any one of them:

"Permitted Part"              the whole of Unit 1 or the whole of Unit 2 or the
                              whole of a complete floor of Unit 1 or the whole
                              of a complete floor of Unit 2 together with the
                              right to use the number of car parking spaces
                              within the Premises as specified below:

                              Unit 1     - 30 car parking spaces
                              Unit 2     - 20 car parking spaces
                              Complete Floor, Unit 1 - 15 car parking spaces
                              Complete Floor, Unit 2 - 10 car parking spaces:

"Planning Acts"               the Town and Country Planning Act 1990 the
                              Planning (Listed Buildings and Conservation Areas)
                              Act 1990 the Planning (Hazardous Substances) Act
                              1990 the Planning (Consequential Provisions) Act
                              1990 the Planning and Compensation Act 1991 and
                              any other legislation relating to the use
                              development or occupation of land or buildings:

"Planning Permission"         any permission consent or approval given or deemed
                              to be given under the Planning Acts relating to or
                              affecting the Premises or the use of them:

"President"                   the President for the time being of the Royal
                              Institution of Chartered Surveyors:

"Referred to Arbitration"     reference to a single Arbitrator to be appointed
                              in default of agreement between the Landlord and

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                              the Tenant on the application of either the
                              Landlord or the Tenant by the President and any
                              such reference shall be a submission to
                              arbitration within the Arbitration Act 1950 and
                              1979 If the Arbitrator shall die be or become
                              unwilling to act or incapable of acting for any
                              other reason either the Landlord or the Tenant may
                              apply to the President for a substitute to be
                              appointed in his place which procedure may be
                              repeated as often as necessary:

"Superior Landlord"
                              any person having an interest in the Premises in
                              reversion (whether mediate or immediate to that of
                              the Landlord) and includes any mortgagee of the
                              landlord;

"Tenant"                      shall include its successors in title and if it is
                              an individual his personal representatives:

"Term"                        the Contractual Term starting on the Contractual
                              Term Commencement Date together with the period of
                              any continuation or extension of the tenancy
                              granted by this Lease (subject to any provisions
                              of this Lease permitting earlier determination);

"Unit 1"                      that part of tile Building (known as Unit 1) shown
                              for identification only edged blue on the Plan
                              numbered 2 attached:

"Unit 2"                      that part of the Building (known as Unit 2) shown
                              for identification only edged green on the Plan
                              numbered 2 attached:

"Use Consent"                 Planning Permission or Environmental Consent;


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"Utilities"                   foul and surface water drainage signals impulses
                              electric current gas water telecommunication data
                              communication heating ventilation air conditioning
                              the passage of smoke and fumes and all other
                              utilities services and facilities.


2.   INTERPRETATION


2.1  In this Lease words importing the singular include the plural and vice
     versa.

2.2  Words in this Lease importing one gender include both other genders.

2.3  References in this Lease to any legislation include any other legislation
     replacing amending or supplementing it and any orders regulations bye-laws
     notices permissions approvals or consents under it.

2.4  Where of assistance there shall be incorporated a perpetuity period of
     eighty (80) years from the date of this Lease which shall be the applicable
     perpetuity period.

2.5  My obligation in this Lease prohibiting the Tenant from doing something
     shall include an obligation not to cause or permit the doing of that thing
     by others and (without prejudice to any other obligation or liability of
     the Tenant) to take all necessary steps To prevent that thing being done by
     its employees agents contractors invitees and licensees.

2.6  Where any rights of entry or rights To do anything are excepted and
     reserved in this Lease to the Landlord and/or any other person then (except
     where the terms of this Lease shall otherwise expressly provide) no claim
     shall be made or compensation claimed by the Tenant (or by any other person
     claiming through under or in trust for the Tenant) except for the making
     good of damage caused to the Premises by the person exercising such rights.



                                       5
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2.7  Compliance with obligations on the part of the Tenant undertaken in this
     Lease is at its own cost unless otherwise expressly specified.

2.8  If any Party to this Lease comprises more than one person obligations on
     the part of that Party in this Lease are undertaken by all such persons
     jointly and also by each of them individually.

2.9  Unless otherwise stated references in this Lease to the Premises include
     each and every part of the Premises.

2.10 The details expressions and descriptions appearing in the Particulars shall
     be included in and form part of this Lease.

2.11 References to Schedules are to Schedules in this Lease.

2.12 References in this Lease to any adjoining property of the Landlord shall be
     taken to include any adjoining or neighbouring property from time to time
     owned leased or occupied by the Landlord.

2.13 The headings and Contents pages in this Lease are for information only and
     shall not be taken to affect its construction.

2.14 Anything shown on the Plans[s] attached to this Lease is shown for the
     purpose of identification only.

3.   DEMISE AND RENT

     In consideration of the rents and covenants on the part of the Tenant
     reserved and contained in this Lease the Landlord demises the Premises to
     the Tenant at the request of the Guarantor TOGETHER WITH the rights
     mentioned in Schedule 2 EXCEPT AND RESERVING the rights mentioned in
     Schedule 3 AND SUBJECT as mentioned in Schedule 4 TO HOLD for the
     Contractual Term starting on the Contractual Term Commencement Date
     (determinable nevertheless as provided in this Lease) YIELDING AND PAYING
     during the Term:


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3.1  for the period from the Contractual Term Commencement Date until the Yearly
     Rent Commencement Date the rent of a peppercorn and thereafter the Yearly
     Rent specified in the Particulars together with all increases in Yearly
     Rent which shall become payable pursuant to the provisions for the review
     of Yearly Rent contained in this Lease such Yearly Rent to be paid without
     any deductions and proportionately for any part of a year by equal
     quarterly payments in advance on the four usual quarter days in each year
     the first (proportionate) payment of the Yearly Rent to be made on the
     Yearly Rent Commencement Date in respect of the period from the Yearly Rent
     Commencement Date until the next usual quarter day after the Yearly Rent
     Commencement Date: and

3.2  within 14 days of a demand thereof by way of further or additional rent
     from the Contractual Term Commencement Date a sum or sums of money equal To
     the gross amount which the Landlord From Lime to time incurs or expends:

     3.2.1  in or in respect of effecting or maintaining insurance of:

            3.2.1.1  the Premises in the Landlord's estimate of their Full
                     Reinstatement Cost for the time being against the Insured
                     Risks: and

            3.2.1.2  the Landlord's third party liability in relation to the
                     Premises and their use and occupation including but not
                     limited to liability under the Defective Premises Act 1972,

     (together in each case with value added tax if the Landlord so determines
     in its absolute discretion) and where the Premises are insured with other
     property the Landlord shall attribute a fair and reasonable proportion of
     the premiums to the Premises and save for manifest error the Landlord's
     decision shall be final and binding on the Parties;

     3.2.2 in or in respect of effecting or maintaining insurance against loss
           of Yearly Rent for a period of three years or such longer


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           period as the Landlord may from time to time reasonably determine
           including anticipated loss of Yearly Rent following a Yearly Rent
           review (and if such insurance is effected prior to the agreement or
           determination of the Yearly Rent upon review the amount of such
           Yearly Rent for the purpose of insurance only shall be estimated by
           the Landlords Surveyor whose decision shall be final and binding on
           the Parties save in case of manifest error): and


     3.2.3  in respect of valuations of the Premises for insurance purposes if
           required by the Landlord: and


3.3  on demand by way of further or additional rent Interest where payable under
     the terms of this Lease. and

3.4  within 14 days of a demand therefor by way of further or additional rent
     the sums payable from time to time under Clause 4.6

4.   TENANT'S COVENANTS

     The Tenant covenants with the Landlord throughout the Term:

4.1  TO PAY RENTS

     to pay the reserved rents at the times and in the manner specified in this
     Lease (and if and for so long as required by the Landlord to pay the Yearly
     Rent by Banker's standing order or direct debit to such bank account in
     England as the Landlord shall reasonably from time to time direct):

4.2  TO PAY RATES AND OTHER OUTGOINGS

     4.2.1 to pay and discharge all existing and future rates taxes charges
           duties assessments impositions and outgoings of any kind whether
           parliamentary parochial local or of any other description now or in
           the future imposed or charged upon or payable in respect of the
           Premises or the supply of Utilities to



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           the Premises whether or not of a capital or non-recurring nature and
           whether payable by the landlord owner or occupier or tenant in
           respect of the Premises (except in respect of any income or
           corporation tax assessed upon the Landlord's ownership of rental
           income from or dealings with its reversionary interest in the
           Premises) and not without the Landlord's prior consent in writing to
           claim any relief against payment of any such liabilities:

     4.2.2 to pay to the Landlord on demand a fair proportion (to be determined
           by the Landlord's Surveyor whose decision shall (save in case of a
           manifest error) be final and binding on the Parties of any rates
           taxes charges duties assessments impositions and outgoings of any
           kind as described above which may at any time be imposed or charged
           upon or payable in respect of the Premises together with other land
           and property (save only as previously specified):

4.3  TO PAY INTEREST

     to pay Interest on any sums due and payable under this Lease (whether by
     way of Yearly Rent or otherwise) (as well after as before judgment) from
     the date on which any such sum is due and payable (unless any other date is
     specified in this Lease) until the date of payment or (if acceptance of any
     such unpaid sum shall be declined by the Landlord because of any breach of
     covenant) to the date upon which payment is accepted by the Landlord and
     Interest shall accrue on a daily basis and shall be payable on demand;

4.4  TO PAY COSTS

     to pay to the Landlord on a full indemnity basis all costs expenses and
     charges (including but not by way of limitation professional advisers'
     costs and disbursements) incurred by the Landlord or any Superior Landlord
     and whenever requited by the Landlord to give security for them:


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     4.4.1  in respect of any application for consent required by this Lease
            (including any application for the consent of any Superior Landlord)
            whether or not such consent is granted:

     4.4.2  in the preparation and service of all schedules of dilapidations
            whether during or following the expiry or sooner determination of
            the Term:

     4.4.3  in or in contemplation of any proceedings under Sections 146 or 147
            of the Law of Property Act 1925 (including but not by way of
            limitation the preparation and service of all notices under Section
            146) even if forfeiture is avoided otherwise than by relief granted
            by the Court;

     4.4.4  in respect of the recovery of any arrears of rent or any other
            breach of covenant (including but not by way of limitation any costs
            of levying distress or execution); and

     4.4.5  in respect of any inspection or survey carried out by or on behalf
            of the Landlord which reveals a breach of any of the Tenant's
            obligations in this Lease:

4.5  TO PAY VALUE ADDED TAX AND STAMP DUTY

     Upon production of a proper and Valid Value Added Tax invoice to pay:

     4.5.1  to the Landlord any value added tax chargeable upon any supply made
            by the Landlord to the Tenant by or pursuant to or in connection
            with this Lease so that all consideration for any such supply is
            exclusive of value added tax:

     4.5.2  and to indemnify the Landlord against any value added tax chargeable
            upon any supply (whether made to the Landlord or to a third person)
            where pursuant to this Lease the Tenant is required to pay To the
            Landlord any sum in respect of any



                                       10
<PAGE>

           costs fees expenses or other expenditure or liability (of whatever
           nature) in connection with that supply:

    4.5.3  all such value added tax at the same time that the relevant sum of
           money or consideration is payable to or receivable by the Landlord or
           (if earlier and in relation to supplies made by the Landlord to the
           Tenant) at the time that the supply is treated as taking place for
           the purposes of the charge to value added tax: and

     the Landlord retaining reasonable discretion (so far as permitted by law)
     as to whether any supply made by the Landlord to the Tenant or is to be an
     exempt supply or a taxable supply for the purposes of value added tax:


4.6  COMMON MATTERS

     to pay within 14 days of a demand therefor the whole or a fair proportion
     (to be determined by the Landlord's Surveyor whose decision shall save in
     case of a manifest error be final and binding on the Parties) of the
     expenses payable in respect of constructing repairing renewing rebuilding
     cleansing re-surfacing maintaining and lighting all party walls fences
     boundary structures Conduits roads pathways pavements car parks roofs
     apparatus and other areas and things (whether or not of a like nature) the
     use of which is common to the Premises and any other property together with
     a reasonable management charge (if demanded):


4.7  INSURANCE

     4.7.1  to comply with all recommendations arid requirements of the insurers
            and fire authorities as to fire precautions and fire fighting
            equipment relating to the Premises and to comply with all such
            reasonable regulations in this regard as the Landlord may from time
            to time notify to the Tenant:



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    4.7.2  in the event of the Premises being destroyed or damaged by any of
           the Insured Risks to give notice in writing to the Landlord as soon
           as possible:

    4.7.3  not to leave the Premises vacant or unoccupied without first giving
           the Landlord at least 28 days notice in writing of the intention so
           to do and without first paying any additional or increased premium
           required by the insurers and without first providing such security as
           the Landlord shall require in respect of any exclusions excesses
           limitations conditions or qualifications which the insurers may
           impose upon the Insured Risks or the policy;

    4.7.4  not to do or omit to do anything or bring on to the Premises any
           explosive inflammable or toxic or otherwise harmful chemicals or
           materials or any other matter or thing of any kind if any such act or
           omission would or might cause the policy for the insurance of the
           Premises or any adjoining or neighbouring property to become void or
           voidable or any premium payable to be increased above the ordinary or
           common rate:

    4.7.5  if the Premises are destroyed or damaged by any of the Insured Risks
           to pay to the Landlord on demand:

           4.7.5.1  an amount equivalent to any insurance money irrecoverable by
                    reason solely or in part of any act default or omission by
                    the Tenant or by any underlessee licensee or visitor: and

           4.7.5.2  the amount of any excess required by the insurers or by the
                    Landlord under any policy of insurance for the Premises:



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    4.7.6 in relation to plate glass:

           4.7.6.1  to insure and at all times keep insured any plate glass in
                    the Premises against breakage and damage in its full
                    reinstatement cost and as often as any such plate glass
                    shall be broken or damaged to reinstate the same as soon as
                    possible (the Tenant making good from its own resources any
                    deficiency in the insurance money):

           4.7.6.2  to effect such insurance in an insurance office approved by
                    the Landlord in the names of the Landlord and Tenant and of
                    any Superior Landlord and upon every request by the Landlord
                    immediately to produce particulars of the policy of
                    insurance and the receipt for every premium payable for the
                    then current year: and

           4.7.6.3  if and whenever default shall be made in effecting and
                    keeping on foot such insurance or in producing such
                    particulars or receipt the Landlord may effect and maintain
                    such insurance and the Tenant shall repay to the Landlord
                    upon demand all money paid by the Landlord for that purpose
                    and such money if not so paid shall be recoverable as rent
                    in arrear:

     4.7.7 except as provided above not to effect any insurances in respect of
           the Premises:

4.8  REPAIR

     4.8.1  to put and throughout the Term To keep the Premises in good and
           substantial repair condition and decoration (with tile exception of
           damage by any Insured Risk save where any insurance money shall be
           wholly or partly irrecoverable by



                                       13
<PAGE>

           reason solely or in part of any act default or omission by the Tenant
           or by any underlessee licensee or visitor and with the exception of
           the dilapidations to the Premises as at the date of this lease which
           the parties agree are recorded in the schedule of dilapidations
           attached to this lease save to the extent that such dilapidations are
           made good by or at the expense of the Landlord to the reasonable
           satisfaction of the Tenant);

     4.8.2  to keep any outside parts of the Premises in a clean neat and tidy
           state and condition free from litter weeds and rubbish and to keep
           the same property maintained and cultivated and to replace all
           damaged dead or diseased trees shrubs and plants as necessary;

     4.8.3  to clean all windows of the Premises as often as may be necessary
           and at least once in every three months:


4.9  EXTERNAL REDECORATION

     in the last six months of the fifth year of the Term and thereafter in
     every third year of the Term and also in the last six months of the Term in
     a proper and workmanlike manner using good quality materials and following
     any manufacturer's instructions or recommendations (and in the last six
     months of the Term in accordance with the colours and materials of the
     original specifications or as otherwise may be approved by the Landlord In
     writing):


     4.9.1 to paint varnish treat or preserve to a high standard all the
           outside wood metal brickwork walls fences gates or other parts
           belonging To the Premises previously painted varnished treated or
           preserved (as the case may be) but excluding all external doors.
           window frames and woodwork which have been powder-coated: and



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    4.9.2  to repoint clean and (where appropriate) replace all seals and
           mastics and otherwise treat as appropriate those exterior parts of
           the Premises which ought to be so treated:

     Provided always that:-

     (i)  if the Tenant shall give notice under clause 7.15 such decoration
          shall be undertaken in the last three months of the fifth year of the
          Term

     (ii) if no such notice shall be given the Tenant shall not be obliged to
          decorate in the 23rd year of the Term.


4.10 INTERNAL REDECORATION

     in the last three months of the fifth year of the Term and thereafter in
     every fifth year of the Term and also in the last three months of the Term
     in a proper and workmanlike manner using good quality materials and
     following any manufacturer's instructions or recommendations (and in the
     last three months of the Term in tints colours patterns and materials to be
     approved by the Landlord in writing):

     4.10.1 to paint varnish treat or preserve to a high standard all the
            inside wood metal plaster and other parts of the Premises previously
            painted varnished treated or preserved (as the case may be); and

     4.10.2 to clean and otherwise treat as appropriate those interior parts of
            the Premises which ought to be so treated;

     Provided always that:-

     (i)  if the Tenant shall give notice under clause 7.15 such decoration
          shall be undertaken in the last three months of the fifth year of the
          Term



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     (ii)  such decoration shall in any event be undertaken in the last three
           months of the Term


4.11 TO MAINTAIN LANDLORD'S FIXTURES

     4.11.1 to maintain in good and serviceable condition the Landlord's
            fixtures and fittings in or upon the Premises and replace such of
            them as may become worn out lost or unfit for use by substituting
            others of a like nature (but of no lesser quality):

     4.11.2 in addition to replace all carpets and floor coverings in the
            Premises as often as reasonably necessary and in any event in the
            last month of the Term on each occasion in colours and materials to
            be first approved by the Landlord (such approval not to be
            unreasonably withheld);

     4.11.3 to enter into contracts with parties approved by the Landlord for
            the maintenance and repair of plant and machinery in the Premises if
            the Landlord so reasonably requires and to produce such contracts
            and all reports and invoices connected with them whenever so
            requested;


4.12 NOTICE AND MAKING GOOD ON TENANT'S DEFAULT

     4.12.1 within the space of sixty days (or such shorter period as the
            Landlord shall reasonably require) to comply with any notice in
            writing served by the Landlord specifying any breach by the Tenant
            of any of its obligations under this Lease (including but not
            limited to the repair condition and decoration of the Premises or
            the execution of any other works);

     4.12.2 if the Tenant shall at any time be in breach of any such
            obligation:



            4.12.2.1 to permit the Landlord (without the Landlord being obliged
                     to do so and without prejudice to



                                       16
<PAGE>

                    the Landlord's right of re-entry contained in this Lease or
                    any other rights of the Landlord with regard to such
                    default) during the Term or after the expiry or sooner
                    determination of the Term (without being liable to the
                    Tenant or to any person claiming through under or in trust
                    for the Tenant for any damage so caused) at the expense of
                    the Tenant to remedy any breach of all or any of those
                    obligations of the Tenant and to permit the Landlord to
                    enter the Premises for that purpose: and

           4.12.2.2 to pay to the Landlord on demand all costs and expenses so
                    incurred by the Landlord (and all such costs and expenses if
                    not so paid shall be recoverable by the Landlord as a debt):

4.13 ALTERATIONS AND SIGNS

     4.13.1  not to erect any new building or structure of any kind on the
             Premises:

     4.13.2  not to cut remove alter or damage the Premises nor to make any
             structural alteration addition or improvement in or to the
             Premises either internally or externally nor to make any change in
             the design appearance or style of the exterior of the Premises:

     4.13.3  not to make internal non-structural alterations to the Premises
             without the previous approval in writing of the Landlord and in
             accordance with plans and specifications previously approved in
             writing by the Landlord (each such approval not to be unreasonably
             withheld) provided always that:


             4.13.3.1  during the period of six months immediately preceding
                       the expiry or sooner determination of



                                       17
<PAGE>

                       the Term the Tenant shall reinstate the Premises (unless
                       and to the extent requested not to do so by the Landlord)
                       as they were prior to the execution of such internal non-
                       structural alterations and make good all consequential
                       damage to the satisfaction of the Landlord and any
                       Superior Landlord; and

             4.13.3.2  the Landlord may as a condition of giving such consent
                       require the Tenant to enter into such covenants with the
                       Landlord as the Landlord may require for the execution
                       and supervision of such works and such other covenants as
                       the Landlord may reasonably require;

     4.13.4 not to place affix or exhibit at the windows or upon the exterior
            of the Premises any showcase aerial pole mast flag inscription
            signboard bill plate board placard poster advertisement or other
            notification of any kind save that the Tenant may with the prior
            approval in writing of the Landlord of its size design and location
            (such approval not to be unreasonably withheld) erect a plate or
            sign displaying the name and business of the Tenant or any other
            authorised occupant of any part of the Premises which conform with
            all statutory and other regulations the Tenant removing the same on
            the expiry or sooner determination of the Term and making good all
            resulting damage);


4.14 TO COMPLY WITH LEGISLATIVE REQUIREMENTS

     4.14.1 to comply with all present and future legislation from time to time
            in force upon or in respect of the Premises or their use or
            occupation whether compliance is required by the owner landlord
            tenant or occupier and at all times to keep the Landlord indemnified
            against all actions proceedings losses



                                       18
<PAGE>

            liabilities costs damages expenses claims and demands arising out of
            or resulting from them;

     4.14.2  within seven days of receipt to give full written particulars to
            the Landlord of any notice order or assessment or any proposal for
            any of them made given or issued to the Tenant by any government
            department local or public authority under or by virtue of any
            statutory powers and to produce to the Landlord such notice order or
            assessment or such proposal and also without delay to take all
            reasonable or necessary steps to comply with any such notice or
            order and also at the request and under the direction of the
            Landlord but at the cost of the Tenant To make or join with the
            Landlord in making such objection representation or appeal against
            or in respect of any notice order or assessment or such proposal as
            the Landlord shall deem expedient;


4.15 USE CONSENTS


     in addition to and not by way of limitation or contradiction of any other
     provision contained in this Lease to be observed or performed by the
     Tenant:

     4.15.1 at all times during the Term to comply in all respects with the
            provisions and requirements of the Planning Acts and of all Use
            Consents so far as they relate to or affect the Premises or any
            development (as defined in the Planning Acts) already or to be
            carried out executed done or omitted on the Premises or their use
            for any purpose:

     4.15.2 not to make any application for any Use Consent without the
            previous written consent of the Landlord (such consent not to be
            unreasonably delayed or withheld);

     4.15.3 during the Term as often as occasion shall require at the expense
            in all respects of the Tenant to obtain all Use Consents


                                       19
<PAGE>

            and serve all such notices as may be required for the carrying out
            of any such development on the Premises or the institution or
            continuance on the Premises of any use of the Premises or the
            carrying out of any activity or process at the Premises in respect
            of which any Use Consent may be required subject only to any
            legislative direction to the contrary to pay and satisfy any charge
            or levy that may now or in the future be imposed under any
            legislation in respect of the carrying out or retention of any such
            development or the institution or continuance of an such use;


     4.15.4 not to carry out or make any alteration or addition to the Premises
            or any change in their use before all necessary Use Consents have
            been produced to the Landlord:

     4.15.5 not to implement any Use Consent which is granted until the
            Landlord has approved it nor before do Tenant has provided such
            security for the compliance with its terms as the Landlord shall
            require:

     4.15.6 at the request and under the direction of the Landlord but at the
            Tenant's cost to appeal against any refusal of or condition
            contained in any Use Consent:

     4.15.7 where any Use Consent is implemented then unless the Landlord shall
            otherwise direct to carry out and complete before the expiry or
            sooner determination of the Term:

            4.15.7.1  any works stipulated to be carried out to the Premises by
                      a date subsequent to the expiry or sooner determination
                      of the Term as a condition of any Use Consent granted
                      before such expiry or determination: and

            4.15.7.2  any development begun upon the Premises in respect of
                      which the Landlord shall or may be or



                                       20
<PAGE>

                       become liable for any charge or levy under any
                       legislation:

     4.15.8 if and when called upon to do so to produce to the Landlord or the
            Landlord's Surveyor all such plans documents and other evidence as
            the Landlord may reasonably require in order to satisfy the Landlord
            that the provisions of this sub-clause have been complied with in
            all respects:

     4.15.9 if the Tenant shall receive any compensation in respect of the
            Tenant's interest under this Lease because of any restriction placed
            upon the user of the Premises under or by virtue of any legislation
            then on the expiry or sooner determination of the Term immediately
            to make such provision as is just and equitable for the Landlord to
            receive the Landlord's due benefit from such compensation:


4.16 NO UNDESIRABLE ACTIVITIES

     4.16.1 not to use or occupy the Premises for or in connection with any
            illegal or immoral purpose or any purpose which may cause any other
            property not to comply with any applicable law;

     4.16.2 not to commit or carry out on or from the Premises any noisy
            noxious dangerous or offensive act activity or purpose nor any
            activity or purpose which shall cause any inconvenience nuisance
            damage or disturbance to the Landlord or the owners tenants or
            occupiers of any adjoiningor neighbouring property:

     4.16.3 not to permit empty containers waste or rubbish of any description
            to accumulate on the Premises:

     4.16.4 not to hold any sale by auction on the Premises:

     4.16.5 not to sleep on or reside in the Premises:



                                       21
<PAGE>

     4.16.6 not to install any heavy or vibrating machinery in the Premises nor
            cause any undue stress or strain on the floors or structure of or
            any lift installed in the Premises:

     4.16.7 not to do anything which may cause or result in:

            4.16.7.1  any damage to or overloading obstruction or pollution of
                      Conduits; or

            4.16.7.1  any pollution of water (including but not limited to
                      ground water) land or any buildings or structures whether
                      or not attached to land:

4.17 USE & REGULATIONS

     4.17.1 not to use the Premises otherwise than for the Permitted Use:

     4.17.2 to observe and perform any reasonable regulations made by the
            Landlord from time to time in relation to the Premises whether alone
            or together with any adjoining property:

4.18 NOT TO OBSTRUCT

     4.18.1 not to do anything whereby any road forecourt path or passage near
            to or serving the Premises may be damaged or obstructed or their use
            by others may be impeded or hindered in any way:

     4.18.2 not to park unload or load vehicles or containers in the adjoining
            or neighbouring roads and accessways:

     4.18.3 not to exhibit or place any articles of any kind outside nor to
            attach them to the exterior of or projecting from the Premises or
            any building on the Premises:



                                       22
<PAGE>

4.19 ALIENATION

     4.19.1  not to assign or charge part only of the Premises;

     14.19.2 Not to assign the whole of the Premises without the prior written
             consent of the Landlord (such consent not to be unreasonably
             withheld subject to the agreements contained in the remainder of
             this clause 4.19.2)

             4.19.2.1  it is agreed that the Landlord shall not be regarded as
                       unreasonably withholding its consent to any proposed
                       assignment of the whole of the Premises if it withholds
                       it on the ground (and it is the case) that any one or
                       more of the below mentioned circumstances exist (whether
                       or not such withholding is solely on such ground or on
                       that ground together with other grounds) (a) that the
                       proposed assignee is unable to demonstrate that for each
                       of the three consecutive financial periods being in
                       aggregate not less than three years (the last such period
                       to have ended within the year immediately prior to the
                       date of the application to assign) its accounts indicate
                       that the proposed assignee has achieved net profits
                       before tax (meaning the net trading profits before tax
                       for a period of twelve months or in the case of any other
                       period the annualised rate of net profit before tax of
                       such person or body arising from its ordinary trading
                       activities but excluding any profits from the sale of
                       fixed assets businesses or investments or other
                       exceptional and/or extraordinary items or items which
                       would have been classified as extraordinary and/or
                       exceptional items before the introduction of Accounting
                       Standard FRS3 after deduction (on an annualised basis) of
                       depreciation, interest charges. and all



                                       23
<PAGE>

                       other expenses or charges as disclosed by the accounts of
                       such person or body for the financial periods in
                       question) equal to or exceeding the aggregate of the
                       total amount likely. in the reasonable opinion of the
                       Landlord, to be payable during the period of three years
                       from the date which in the reasonable opinion of the
                       Landlord is the likely date upon which the assignment (if
                       authorised) will take place by way of rents. insurance
                       and service charges and all other taxes and outgoings
                       payable by the Tenant under this lease (b) that the
                       proposed assignee is an associate (as defined in Section
                       52(3) of the Companies Act 1989) of either the Tenant or
                       the Guarantor and:-


                       (i)    for the purposes of clauses 4.19.2.1 and also
                              clause 4.19.2.2 "accounts" shall be the audited
                              profit and loss accounts drawn up for the relevant
                              periods in accordance with the Companies Act 1985
                              (as amended) (or any statutory amendment or re-
                              enactment of it for the time being in force) and
                              the relevant Statements of Standard Accounting
                              Practice applicable to the United Kingdom (or in a
                              case other than that of a company incorporated in
                              the United Kingdom accounts prepared or restated
                              in similar form)
                       (ii)   clause 4.19.2.1 shall operate without prejudice to
                              the right of the Landlord to withhold consent on
                              any other ground or grounds where such withholding
                              of consent would be reasonable


                                       24
<PAGE>

                       (iii)  in the event that any circumstances or conditions
                              specified in clause 4.19.2.1 above are framed by
                              reference to any matter falling to be determined
                              by the Landlord (or by any other person) ([save
                              where the power to determine such matter is
                              required to be exercised reasonably]) if the
                              Tenant disputes such determination then either the
                              Landlord of the Tenant shall be entitled to
                              require the matter or matters in question to be
                              referred to an independent expert who in the
                              absence of agreement between the parties shall be
                              appointed on the application of either party to
                              the President or next most senior available
                              officer of the Royal Institution of Chartered
                              Surveyors and the determination of such
                              independent expert shall be conclusive as to the
                              matter or matters in question and shall be final
                              and binding on the parties and his costs shall be
                              met by the parties hi such proportions as the
                              independent expert shall determine

            4.19.2.2   it is agreed that any consent to an assignment of the
                       whole of the Premises shall not be regarded as being
                       given subject to unreasonable conditions if it is given
                       subject to any one or more of the following conditions:

               (a)  in the event that the proposed assignee is unable to
                    demonstrate that for each of the three consecutive financial
                    periods (as determined in accordance with clause 4.19.2.1)
                    its accounts indicate that the proposed assignee has
                    achieved net profits (defiled as in clause 4.19.2.1) equal
                    to or exceeding the net profits of the assignor



                                       25
<PAGE>

                    during any of such financial periods a requirement that the
                    assignor execute and deliver prior to the assignment an
                    Authorised Guarantee Agreement (as defined in and for the
                    purposes of Section 16 of the Landlord & Tenant (Covenants)
                    Act 1995) in the form of the draft agreement annexed to this
                    lease under which the assignor will agree with the
                    Landlord:-

                       (i)    that he/it is liable as sole or principal debtor
                              in respect of all obligations to be owed by the
                              assignee under the Tenant Covenants (as defined in
                              Section 28 of that Act) in this Lease: and

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

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



                                       26
<PAGE>

                       (iv)   provisions incidental or supplementary to any of
                              clauses 4.19.2(a)(i)-(iii)

            (b)     a requirement that the assignee covenants to the Landlord in
                    the Licence to Assign to pay the rent for the time being and
                    from time to time reserved by this Lease and to observe and
                    perform the Tenant Covenants and conditions contained in
                    this Lease for the period that this Lease is vested in him
                    and upon the next assignment to enter into an Authorised
                    Guarantee Agreement as specified above PROVIDED ALWAYS that
                    clause 4.19.2.2 shall operate without prejudice to the right
                    of the Landlord to impose any further conditions upon a
                    grant of consent where such imposition is reasonable


    4.19.3  Not to underlet the whole or any part of the Premises without the
            Landlord's prior written consent obtained not more than three months
            previously which consent shall not be unreasonably withheld for the
            underletting of the whole or the underletting of a Permitted Part so
            long as there are no more than three underlettings of Permitted
            Parts and in the case of underletting of Permitted Parts the Tenant
            remains in occupation of at least one Permitted Part.

    4.19.4  not to part with or share possession or occupation of or grant any
            other person rights over or in respect of the Premises nor to hold
            or occupy the Premises as nominee trustee or agent or otherwise for
            the benefit of any other person otherwise than by either:

            4.19.4.1  an assignment or underletting permitted by this Lease: or



                                       27
<PAGE>

             4.19.4.2  sharing occupation of the Premises with any company which
                       is a member of a group of companies (as defined in
                       Section 42 of the Landlord and Tenant Act 1954) of which
                       the Tenant is itself a member provided first that no
                       exclusive possession is given secondly that only a
                       licence terminable on not more than twenty working days
                       notice is created thirdly that such sharing of occupation
                       shall immediately cease if the Tenant and the company
                       sharing occupation shall cease for any reason to be
                       members of the same group of companies fourthly that the
                       Tenant provides to the Landlord such information and
                       details concerning the occupation and the fulfilment of
                       these conditions as we Landlord may reasonably request

    4.19.5  on any assignment or underlease to procure (if reasonably so
            required by the Landlord) that a guarantor or guarantors acceptable
            to the Landlord shall enter into surety covenants direct with the
            Landlord in the terms set out in the Fifth Schedule with such
            variations as the Landlord shall reasonably require to suit the
            circumstances of each case;

    4.19.6  prior to the grant of any underlease to procure that the
            underlessee covenants direct with the Landlord to observe and
            perform all the terms and conditions and the covenants on the part
            of the Tenant contained in this Lease (other than as to payment of
            rent) throughout the term demised by such underlease (and any
            continuation or extension of it whether by statute or common law);

    4.19.7  prior to the grant of any underlease to produce to the Landlord a
            certified copy of an Order of the Court under Section 38(4) of the
            Landlord and Tenant Act 1954 (as amended) authorising



                                       28
<PAGE>

            the exclusion of Sections 24 to 28 (inclusive) of that Act in
            relation to such proposed underlease;

    4.19.8  to procure that any underlease shall contain covenants by the
            underlessee with the Tenant and(separately)with the Landlord that
            the underlessee will not:

            4.19.8.1   assign underlet charge or part with or share possession
                       or occupation of part only of the premises underlet:

            4.19.8.2   charge underlet or (save by way of an assignment of the
                       whole) part with or share possession or occupation of the
                       whole of the premises underlet: or

            4.19.8.3   assign the whole of the premises underlet without the
                       prior written consent of the Tenant and the Landlord:

     4.19.9 on the grant of any underlease:

            4.19.9.1   not to reserve or charge any fine or premium;

            4.19.9.2   to charge a yearly rent (payable not less frequently than
                       quarterly in advance) which shall be the higher of the
                       Yearly Rent payable under this Lease (or the appropriate
                       proportion of the Yearly Rent in the case of a Permitted
                       Part) and the Open Market Rent of the premises underlet
                       (as assessed under this Lease assuming for such purpose
                       that the date of such underlease shall be the relevant
                       Review Date) at the date of such underlease:

            4.19.9.3   to include provisions for upwards only review of the
                       yearly rent corresponding both as to terms and



                                       29
<PAGE>

                       dates with the provisions for review of Yearly Rent
                       contained in this Lease:

            4.19.9.4   to include a proviso for re-entry on breach of any
                       covenant on the part of the underlease: and

            4.19.9.5   to include such covenants on the part of the underlessee
                       as shall secure the due performance and observance of the
                       terms and conditions and the covenants on the Tenant's
                       part contained in this Lease (save for payment of rent)
                       in relation to the premises underlet;

     4.19.10 duly and punctually to exercise all rights to review the yearly
             rent reserved by any underlease but not to agree any reviewed
             yearly rent with the underlessee without the Landlord's prior
             written consent (such consent not to be unreasonably withheld) and
             to procure that if the yearly rent under any underlease is to be
             determined by an independent person not to determine whether that
             person shall act as an expert or as an arbitrator without tile
             Landlord's prior written consent and to procure that the Landlord's
             representations as to the reviewed yearly rent to be payable under
             it are made to that independent person to the Landlord's reasonable
             satisfaction;

     4.19.11 not to vary the terms or accept a surrender of any underlease (or
             agree to do so) without the Landlord's prior written consent:

     4.19.12 to enforce the covenants on the part of the underlessee and the
             terms and conditions contained in the underlease;

4.20 REGISTRATION OF DEALINGS

     within twenty-one days after any charge assignment or underletting of the
     Premises or any other disposition or transmission or devolution of the


                                       30
<PAGE>

     Premises to give notice to the Landlord in writing and to produce all
     relevant documents together with a certified copy of each of them for
     retention by the Landlord and to pay the Landlord or the Landlord's
     solicitors a reasonable fee (in any event not less than Twenty Five Pounds)
     for registration of the notice:


4.21 INFORMATION

     within one month of being requested to do so to notify the Landlord in
     writing of the name address and relationship to the Tenant of any occupier
     of the Premises;


4.22 NOTICE OF RE-LETTING OR SALE

     to permit the Landlord or persons authorised by the Landlord to enter upon
     the Premises for the purpose of erecting a notice board in a position first
     approved in writing by the Tenant at any time during the last six calendar
     months prior to the expiry or sooner determination of the Term stating that
     the Premises are to let and at any time during the Term stating that the
     Premises are for sale and not to remove interfere with or obscure the
     notice board and to permit all persons by order in writing of tile Landlord
     or the Landlord's agents to view the Premises at all reasonable hours in
     the daytime without interruption;


4.23 EXCEPTIONS AND RESERVATIONS

     to permit the Landlord and persons authorised by the Landlord from time to
     time and with or without workmen to exercise the rights excepted and
     reserved in Schedule 3:


4.24 NOT TO PERMIT ACQUISITION OF EASEMENTS

     not to obstruct any windows lights access or Conduits belonging to or
     serving the Premises nor to permit any new window light access Conduits or
     other encroachment or easement to be made into against upon or over the
     Premises and in case any person attempts to make any encroachment



                                       31
<PAGE>

     or acquire any easement on each occasion to give notice in writing to the
     Landlord immediately the Tenant becomes aware of it and at the cost of the
     Tenant to do everything that may be necessary or desirable to prevent any
     new encroachment or easement being made or acquired:


4.25 TO NOTIFY LANDLORD

     to give notice in writing immediately to the Landlord of any:

     4.25.1 defect or default of which the Tenant becomes aware which might
            give rise to a duty or liability on the part of the Landlord to
            third parties or to the Tenant: and

     4.25.2 notice received from any local or other competent authority or any
            other person relating to the Premises the Landlord's estate or
            interest in or the Tenant's occupation of the Premises:


4.26 INDEMNITY

     at all times to keep the Landlord indemnified against all actions
     proceedings losses liabilities costs damages expenses claims and demands
     arising out of or resulting from:

     4.26.1  any breach or non-observance of the Tenant's covenants contained in
             this Lease:

     4.26.2  the existence state of repair condition or use of the Premises:

     4.26.3  works of repair construction or alteration to the Premises: and

     4.26.4  any act omission or default of the Tenant or the Tenant's
             underlessees or their respective agents employees invitees or
             licensees;



                                       32
<PAGE>

4.27 NEW GUARANTOR

     if at any time during the Term the Guarantor (if any) or (where the
     Guarantor comprises more than one person) any one or more of those persons
     either dies becomes bankrupt or has a receiving order made against him or
     being a company enters into liquidation whether compulsory or voluntary or
     an application is made for a Receiver or Administrator or Administrative
     Receiver to be appointed of all or any part of its assets to give notice in
     writing to the Landlord immediately with full details and within fourteen
     days of being so requested by the Landlord (which it may do or not at its
     absolute discretion) to procure at the expense of the Tenant in all
     respects that some other person or persons acceptable to the Landlord shall
     enter into guarantor obligations with the Landlord in the terms set out in
     Schedule 5 with such variations as the Landlord shall reasonably require to
     suit the circumstances of each case:


4.28 PLEDGING CHATTELS AS SECURITY

     not to give any bill of sale or offer preferential security on the Tenant's
     stock in trade or personal chattels from time to time in or upon the
     Premises:


4.29 TO OBSERVE AND PERFORM COVENANTS ETC

     to observe and perform all and any covenants stipulations and other matters
     of any kind contained or referred to in Schedule 4 affecting the Premises
     (save only insofar as the Landlord covenants expressly in this Lease to
     observe and perform them);


4.30 ACCOUNTS INFORMATION

     on request from the Landlord but not more after than once in every year to
     provide to it a copy of the latest available audited accounts for the
     Tenant the Guarantor and any company which is the holding company and/or
     which is the ultimate parent company of the Tenant if that is a company
     other than the Guarantor and in respect of which the information



                                       33
<PAGE>

     contained in paragraph 12 of part I of Schedule 5 of the Companies Act 1985
     is required to be stated in that Tenant's audited accounts


4.31 RAISED FLOOR

     to instal a raised floor throughout the Premises in accordance with the
     specification annexed to this lease and to the reasonable satisfaction of
     the Landlord within three months from the date of this Lease:


4.32 TO YIELD UP

     on the expiry or sooner determination of the Term:

     4.32.1 to remove all signs and Tenant's fixtures and fittings furniture
            and effects making good all damage so caused: and

     4.32.2 to yield up the Premises to the Landlord consistent with the full
            and due compliance by the Tenant with the covenants contained in
            this Lease.


5.   RENT REVIEW

5.1  DEFINITIONS

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


     "Assumptions"                       the assumptions (if not facts) that:

                                         1.   the Premises are in good and
                                              substantial repair and are fit for
                                              immediate full beneficial
                                              occupation and use and that the
                                              Landlord and the Tenant have
                                              compiled with all their respective
                                              obligations under this Lease:



                                       34
<PAGE>

                                         2.   if the Premises or any access or
                                              amenity have been damaged or
                                              destroyed they have or it has been
                                              fully reinstated;

                                         3.   the Premises are available to be
                                              let with vacant possession:

                                         4.   the willing tenant would commence
                                              paying rent immediately on and
                                              from the relevant Review Date and
                                              that such rent would not be
                                              discounted in any way to reflect
                                              the absence of any rent concession
                                              or other benefit then being
                                              offered by landlords to tenants on
                                              the grant of leases in the open
                                              market of premises comparable with
                                              the Premises;

                                         5.   no work has been carried out
                                              either on the Premises by the
                                              Tenant or on any adjoining or
                                              neighbouring property during the
                                              Term which has diminished tile
                                              rental value of the Premises: and

                                         6.   all requisite Use Consents and all
                                              other approvals and permissions
                                              have been given unconditionally to
                                              permit the Premises to be used for
                                              any purpose within Class B1 of the
                                              Town and Country Planning (Use
                                              Classes) Order 1987 (and that



                                       35
<PAGE>

                                         no capital expenditure is required to
                                         be made on the Premises to enable them
                                         to be so used):

                                         7.   that the Landlord has fully met
                                              the cost of complying with the
                                              covenant on the part of the Tenant
                                              in clause 4.31 of this Lease:


"Disregarded Matters"                    the following matters so far as they
                                         may have any effect or any effect on
                                         rental value:


                                         1.   the fact that the Tenant has been
                                              in occupation of the Premises.

                                         2.   any goodwill attaching to the
                                              Premises by reason of the Tenant
                                              carrying on any business at the
                                              Premises:

                                         3.   any improvements carried out with
                                              the Landlord's prior written
                                              consent by the Tenant during the
                                              Term at the expense of the Tenant
                                              otherwise than in pursuance of an
                                              obligation to the Landlord or its
                                              predecessors in title

                                         4.   any law for die time being in
                                              force which imposes a restraint
                                              upon receiving an increase in the
                                              Yearly Rent: and



                                       36
<PAGE>

                                         5.   the fact that the Landlord may
                                              have insured against loss of
                                              Yearly Rent in any particular sum
                                              whether equal to or in excess of
                                              the Yearly Rent payable prior to
                                              the relevant Review Date:

     "Excess"                            the amount by which the New Rent

                                         exceeds the Yearly Rent previously
                                         payable; either:
     "New Rent"

                                         1.   the rent agreed by the Landlord
                                              and the Tenant To be payable from
                                              the relevant Review Date: or (If
                                              such rent is not agreed)

                                         2.   the higher of:

                                              2.1  the Yearly Rent payable
                                                   immediately before the
                                                   relevant Review Date
                                                   (disregarding any suspension
                                                   of payment of the whole or
                                                   any part of the Yearly Rent
                                                   as provided in this Lease);
                                                   and

                                              2.2  the Open Market Rent of the
                                                   Premises on the relevant
                                                   Review Date as determined by
                                                   the Surveyor;

     "Open Market Rent"                  the yearly rent without any deduction
                                         whatever at which the Premises could


                                       37
<PAGE>

                                         reasonably be expected to be let in the
                                         open market at the relevant Review Date
                                         without a fine or premium by a willing
                                         landlord to a willing tenant under a
                                         Lease for a term equal in length to the
                                         whole of the Contractual Term
                                         commencing on the relevant Review Date
                                         and with rent review dates at each
                                         fifth anniversary of the relevant
                                         Review Date on oil the same terms and
                                         conditions in all other respects as
                                         this present Lease other than the
                                         amount of Yearly Rent but including
                                         these provisions for review and on the
                                         Assumptions but taking no account of
                                         the Disregarded Matters:


     "Review Date"                       the date or dates referred to in the
                                         Particulars as the Rent Review Dates:

     "Surveyor"                          an independent Surveyor appointed to
                                         determine the amount of the New Rent.

5.2  NEW RENT

The New Rent shall be payable from, and including the relevant Review Date.

5.3  DETERMINATION OF NEW RENT

     5.3.1  Tile Landlord and the Tenant may at any time agree the New Rent and
            such agreement may include agreement that the New Rent is formulated
            in terms which provide for different amount to be paid for different
            specified periods between the relevant Review Date and the next
            Review Date or (if none) the expiry of the Lease.



                                       38
<PAGE>

     5.3.2  If no agreement as to the amount of the New Rent payable from the
            relevant Review Date shall have been reached between the Landlord
            and the Tenant three months prior to the relevant Review Date then
            either the Landlord or the Tenant may by notice to the other require
            the determination of the amount of the New Rent at the relevant
            Review Date by a Surveyor.

     5.3.3  The Surveyor and whether he is to act as arbitrator or an expert
            valuer may be agreed upon by the Landlord and the Tenant or if they
            do not agree the Surveyor shall be appointed by or on behalf of the
            President on the application of either the Landlord or the Tenant in
            accordance with the provisions of this clause.

     5.3.4  The Tenant shall give to the Landlord at least fifteen working days'
            prior notice in writing of its intention to make an application to
            the President for appointment of the Surveyor (and in the absence of
            such notice any application made by the Tenant shall be of no
            effect).

     5.3.5  The Surveyor (if appointed by or on behalf of the President) shall
            act as an arbitrator in accordance with the Arbitration Acts 1950
            and 1979:

     5.3.6  The Surveyor shall give notice to the Landlord and to the Tenant of
            his appointment.

     5.3.7  If the Surveyor is acting as an expert the Landlord and the Tenant
            shall each be entitled to make representations and counter
            representations in writing to the Surveyor a copy of which shall
            simultaneously be supplied to the other of them.

     5.3.8  If the Surveyor shall fail to determine the New Rent and give notice
            to the Landlord and the Tenant of his determination within three
            months of his appointment or if he shall die or become unwilling to
            act or incapable of acting for any other



                                       39
<PAGE>

            reason the Landlord may apply to the President for a substitute to
            be appointed in his place which procedure may be repeated as often
            as necessary.

     5.3.9  The fees of the Surveyor shall be in his award but otherwise shall
            be shared equally between the Landlord and the Tenant (and if the
            Tenant shall fail to pay on demand any part of those fees which the
            Tenant is due to pay they may be paid by the Landlord and shall be
            recoverable by the Landlord as rent in arrear).


5.4  LATE DETERMINATION

     If upon any review of Yearly Rent the amount of the New Rent shall not be
     agreed or determined prior to the relevant Review Date the Tenant shall
     continue to pay Yearly Rent at the rate payable immediately prior to that
     Review Date until the quarter day next following the agreement or
     determination of the New Rent whereupon any Excess shall be due as a debt
     payable by the Tenant to the Landlord apportioned on a daily basis from the
     relevant Review Date together with interest at two percentage points below
     Interest on the Excess from the relevant Review Date until the date of
     payment of the Excess.


5.5  MEMORANDUM

     If upon any such review it shall be agreed or determined that the New Rent
     shall be different from the Yearly Rent previously payable under this Lease
     the Landlord and the Tenant shall immediately complete and sign a written
     memorandum at the expense of the Tenant recording the New Rent.


5.6  FINAL DETERMINATION

     If the Surveyor is acting as an expert valuer his determination of the New
     Rent shall be final and binding on the Parties save in case of a manifest
     error.



                                       40
<PAGE>

5.7  LEGISLATIVE RESTRICTIONS


     If on any Review Date there shall be in force any statute which shall
     restrict interfere with or affect the Landlord's right to review the Yearly
     Rent in accordance with the terms of this Lease or receive any increase in
     Yearly Rent following such review the Landlord shall be entitled when
     permitted by or following the repeal or modification of that statute to
     require a review of the Yearly Rent in accordance with the terms of this
     Lease as though the date of the repeal or modification of that statute had
     been specified in this Lease as an additional Review Date.


5.8  TIME NOT OF ESSENCE

     Time shall not be of the essence in relation to the review of the Yearly
     Rent or he service of notices in connection with such review unless
     expressly stated otherwise.


5.9  GUARANTOR

     No Guarantor or any predecessor in title of the Tenant shall have any right
     to take part in the agreement or determination of the Yearly Rent upon
     review.


6.   LANDLORD'S COVENANTS

     The Landlord covenants with the Tenant (but not so as to bind or impose any
     liability upon the Landlord after the Landlord has parted with the
     reversion immediately expectant on the Term):


6.1  QUIET ENJOYMENT

     that the Tenant paying the rents and other sums payable under this Lease
     and performing and observing the covenants conditions and agreements
     contained in this Lease and on the Tenant's part to be performed and
     observed shall and may peaceably and quietly hold and enjoy the Premises
     during the Term without any interruption or disturbance from or by the



                                       41
<PAGE>

     Landlord or any person or persons lawfully claiming through under or in
     trust for the Landlord:


6.2  INSURANCE

     subject to the Tenant paying the whole or the appropriate proportion of the
     premium as provided in this Lease:

     6.2.1  to insure the Premises against loss or damage by the Insured Risks
            in an insurance office or with underwriters of repute in their Full
            Reinstatement Cost (subject to such exclusions excesses limitations
            conditions and qualifications as the insurers may require) and for
            three years (or such longer period as the Landlord may from time to
            time reasonably require) loss of Yearly Rent together in each case
            with value added tax if the Landlord so determines in its absolute
            discretion; and

     6.2.2  in case of destruction or damage by any Insured Risk (save where any
            insurance money shall be wholly or partly irrecoverable by reason
            solely or in part of any act default or omission by the Tenant or
            any underlessee licensee or visitor to apply all policy money
            received under or by virtue of any such insurance (other than for
            loss of Yearly Rent) in rebuilding or reinstating the Premises to
            provide accommodation reasonably comparable to that afforded by the
            Premises prior to such destruction or damage (although the Landlord
            shall not be obliged to rebuild or reinstate the Premises in
            accordance with the previous sections elevations and specifications)
            and all the terms of this Lease shall apply to such accommodation
            (the Parties making such variations to the terms of this Lease as
            the Landlord shall reasonably require to give effect To this
            provision) provided that:

            6.2.2.1  if any national or local or public or other authority shall
                     refuse permission or otherwise prevent such



                                       42
<PAGE>

     rebuilding or reinstatement all insurance money shall be the absolute
     property of the Landlord without the Landlord being required or obliged to
     appeal against any such refusal of permission or the purported exercise of
     any power to prevent any such rebuilding or reinstatement; and

            6.2.2.2    if the Premises are destroyed or so seriously damaged by
                       any Insured Risk as to require (in the opinion of the
                       Landlord's Surveyor whose decision shall be final and
                       binding upon the Parties) substantial reconstruction then
                       the Landlord may at any time within six months after such
                       damage or destruction give to the Tenant six months'
                       notice in writing to determine this Lease and immediately
                       upon the expiry of that notice this demise shall
                       determine but without prejudice to the rights and
                       remedies of any Party against any other in respect of any
                       antecedent claim or breach of covenant and all insurance
                       money shall be the absolute property of the Landlord.

     6.3    To complete at its own cost to the reasonable satisfaction of the
            Tenant and as soon as shall be practicable after the date of this
            Lease the works described in the Schedule of Works attached to this
            Lease and in the course of doing so to cause the minimum amount of
            interference with the fitting out of the Premises by the Tenant.


7.   MISCELLANEOUS

     The following conditions shall apply:

7.1  RE-ENTRY

     the Landlord and any persons authorised by the Landlord may re-enter into
     and upon the Premises in the event that:



                                       43
<PAGE>

     7.1.1  the rents reserved or any other sums made payable by the Tenant
            under this Lease or any part of such rents or other sums shall
            respectively be in arrear for fourteen days after the same shall
            become due (whether legally demanded or not): or

     7.1.2  there is any breach or non-observance of any of the obligations on
            the part of the Tenant contained in this Lease or in any licence
            approval or consent given by the Landlord to the Tenant in relation
            to the Premises or in any deed supplemental to this Lease or by
            which this Lease may varied: or

     7.1.3  any execution or distress is levied upon any asset of the Tenant and
            is not discharged within fourteen days: or

     7.1.4  the Tenant or any Guarantor or (where the Tenant or any Guarantor
            comprises more than one person) any one or more of them (being a
            corporation) shall enter into liquidation whether compulsory or
            voluntary (not being merely a voluntary liquidation whilst solvent
            for the purpose of reconstruction) or have a Receiver or
            Administrator Administrative Receiver appointed of all or any assets
            (or any application for such appointment Is made); or

     7.1.5  the Tenant or any Guarantor or (where the Tenant or any Guarantor
            comprises more than one person) any one or more of them( being an
            individual or individuals) shall enter into any composition with the
            Tenant's creditors or commit any act of bankruptcy or be adjudicated
            bankrupt: or

7.1.6       the Premises shall be unoccupied or vacant for a period of three
            consecutive months,

7.1.7       whereupon this demise shall immediately determine but without
            prejudice to any rights or remedies which may then have accrued to
            the Landlord in



                                       44
<PAGE>

     respect of the nonpayment of the rents reserved or other sums made payable
     by this Lease or any breach or non-observant or non-performance of any of
     the covenants conditions and agreements contained in this Lease:


7.2  RENT ABATEMENT

     if at any time during the Term the Premises or any part of the Premises
     shall be damaged or destroyed by any Insured Risk so as to be unfit for
     occupation and use then so long as the policy of insurance for the time
     being in force shall not have been vitiated or payment of the policy money
     withheld or refused in whole or in part by reason of any act default or
     omission of the Tenant or any underlessee licensee or visitor the Yearly
     Rent or a fair proportion according to the nature and extent of the damage
     sustained shall be suspended until the Premises shall again be rendered fit
     for occupation and use or until the money received by the Landlord in
     respect of loss of rent insurance shall have been exhausted whichever
     period shall be the shorter and any dispute between the Landlord and the
     Tenant concerning this provision shall be Referred to Arbitration:


7.3  EXCLUSION OF LIABILITY

     7.3.1  the Landlord shall not be liable to the Tenant or the Tenant's
            underlessees agents servants invitees licensees or others for any
            injury accident loss damage or inconvenience which may at any time
            during the Term be done occasioned or suffered to or by any such
            person or to the Premises or any property on the Premises by reason
            of or in consequence of any interruption in the provision of
            Utilities or any defect in or the defective working stoppage or
            breakage of any apparatus or Conduits in the Premises or in any
            adjoining property of the Landlord or the defective state and
            condition of the Premises or any adjoining property of the Landlord:

     7.3.2  the Landlord shall not be liable to the Tenant in respect of any
            failure by the Landlord to perform any of the Landlord's obligations
            to the Tenant in this Lease (with the exception



                                       45
<PAGE>

            only of the Landlord's covenant to insure) unless and until the
            Tenant has notified the Landlord in writing of the facts giving rise
            to such failure and the Landlord has failed within a reasonable
            period to remedy the same nor shall the Landlord be liable to
            compensate the Tenant for any loss or damage sustained by the Tenant
            before such reasonable period has elapsed:

     7.3.3  the Landlord shall not be liable to the Tenant in respect of any act
            or omission of any kind except as expressly provided in this Lease:


7.4  NOTICES

     7.4.1  any notice or demand to be served on the Tenant or any Guarantor
            under this Lease shall be validly served if sent by registered or
            recorded delivery post to the registered office or the last known
            address of such person or to the Premises or if delivered by hand to
            the Premises:

     7.4.2  any notice to be served on the Landlord under this Lease shall be
            validly served if sent by registered or recorded delivery post to
            the registered office of the Landlord (or where the Landlord is an
            individual his last known address):


7.5  STATUTORY COMPENSATION

     any statutory right of the Tenant to claim compensation from the Landlord
     whether on vacating the Premises or otherwise is excluded to the extent
     permitted by law;,


7.6  SUPERIOR LEASES

     7.6.1  the powers rights matters and discretions granted and reserved to
            the Landlord under this Lease shall also be granted and reserved to
            or exercisable by any Superior Landlord its



                                       46
<PAGE>

            servants agents and workmen to the extent required by any superior
            lease or mortgage;

     7.6.2  the Landlord shall be entitled to withhold its approval or consent
            under this Lease in an instance where any Superior Landlord's
            consent is required and where such approval or consent is applied
            for and is not given:


7.7  LANDLORD AS TENANT'S AGENT

     the Tenant irrevocably appoints the Landlord to be the Tenant's agent to
     store and/or dispose of any of the Tenant's fixtures and fittings furniture
     and effects left by the Tenant on the Premises for more than seven days
     after the expiry or sooner determination of the Term on any terms which the
     Landlord thinks fit without the Landlord being liable to the Tenant save to
     account for the net proceeds of sale less the cost of storage (if any) and
     any other expenses reasonably incurred by the Landlord;


7.8  ADJOINING PROPERTY

     nothing contained in this Lease shall confer on the Tenant any right to the
     benefit of or to enforce any covenant or agreement contained in any lease
     or other instrument relating to any adjoining property of the Landlord or
     which would limit or affect the right of the Landlord to deal with Such
     property at any time in any manner which may be thought Pit:


7.9  DISTRESS

     all sums due and payable under this Lease shall be recoverable if the
     Landlord so wishes by distress as if the same formed part of the rents
     reserved under this Lease:


7.10 SET OFFS

     the Tenant waives any and all existing and future counterclaims and set-
     offs against any payments due to the Landlord under this Lease and agrees
     to against any payments due to the Landlord under this Lease and agrees to



                                       47
<PAGE>

     make all such payments in full irrespective of any equity or set-off or
     counterclaim of the Tenant of any nature:


7.11 EXCLUSION OF RIGHTS NOT GRANTED

     nothing contained or referred to in this Lease shall operate either
     expressly or impliedly to grant to or confer upon the Tenant the benefit of
     any easement right or privilege save only as expressly granted to or
     conferred upon the Tenant in Schedule 2:


7.12 NO WARRANTY AS TO PERMITTED USE

     the Landlord does not warrant that the Premises may lawfully be used for
     the Permitted Use or for any other purpose:


7.13 RETURN OF INSTALLMENT OF YEARLY RENT

     the return to the Tenant of any installment of Yearly Rent paid by Bankers
     standing order or direct debit as soon as reasonably practicable after its
     receipt shall be treated as a refusal by the Landlord to accept that
     payment of Yearly Rent and the receipt of any such installment of Yearly
     Rent so returned shall not give rise to a presumption that the Landlord has
     waived its rights of forfeiture under this Lease;


7.14 ENGLISH LAW

     7.14.1  this Lease shall be governed by and construed in all respects in
            accordance with English law and the Parties submit themselves to the
            jurisdiction of the English Courts:

     7.14.2  nothing contained in this Lease shall limit the right of any Party
            to take proceedings against any other Party in any other court of
            competent jurisdiction nor shall the taking of proceedings in one
            jurisdiction preclude the taking of proceedings in any other
            jurisdiction whether concurrently or not.



                                       48
<PAGE>

7.15 TENANT'S OPTION TO DETERMINE

     7.15.1 if the Tenant shall wish to determine the Term on the 6th day of
            March 2001 and shall have given to the Landlord not less than 366
            days previous written notice to that effect and shall up to the time
            of such determination pay the rents reserved by and substantially
            perform and observe the covenants contained in this Lease and then
            immediately upon the 6 day of March 2001 the Term shall determine
            but without prejudice to any rights or remedies which may then have
            accrued to the Landlord in respect of the non-payment of the rents
            reserved or other sums made payable by this Lease or any breach or
            non-observance or non-performance of any of the covenants conditions
            and agreements contained in this Lease.

     7.15.3 the Parties hereby agree that on any application by the Tenant to
            the Court for a new tenancy pursuant to the provisions of the
            Landlord and Tenant Act 1954 the Tenant will not seek and will not
            accept the inclusion of a Clause in the same terms or similar To
            this Clause 7.15 in any new tenancy of the Premises.


7.16 CERTIFICATE AS TO AGREEMENT FOR LEASE

     The Parties certify that there is no Agreement for Lease To which this
     Lease gives effect.


8.   RECEIVER

8.1  The Receiver was appointed Law of Property Act 1925 Receiver of the
     Landlord's interest in the freehold land and buildings registered at H. M.
     Land Registry under title number BK 255580 on 4 May 1994 by Hill Samuel
     Bank Limited (the "Bank") pursuant to a legal mortgage dated 28th July 1992
     and made between (1) the Landlord and (2) the Bank ("The Security").



                                       49
<PAGE>

8.2  The Tenant acknowledges that it has been supplied with a copy of The
     Security and the appointment of the Receiver and shall raise no requisition
     enquiry or objection in relation thereto.

8.3  After taking such advice as it considers necessary the Tenant:

     8.3.1  releases the Receiver from any personal liability which might arise
            by virtue of Section 37(l) of The Insolvency Act 1986 or might
            otherwise arise directly or indirectly under this Lease or under any
            deed or other document executed pursuant to this Lease or in or
            under any associated or contractual agreement or arrangement:

     8.3.2  agrees and acknowledges that the foregoing provisions of this Clause
            8 and of any other provision of this Lease are fair and reasonable
            in the present circumstances and accord with normal practice with
            regard to companies which are or are likely to become unable to pay
            their debts.


9.   GUARANTOR'S COVENANTS

9.1  The Guarantor covenants with the Landlord in the terms set out in Schedule
     5


9.2  The obligations of the Guarantor pursuant to Muse 9.1 and Schedule 5 shall
     cease when there is produced to the Landlord certified true copies of
     audited accounts for Business Objects (U.K.) Limited showing that in each
     of the three consecutive accounting periods of that Company none of which
     periods shall be for longer than for one year (the third such period ending
     no more than six months before the production of such certified copy
     audited accounts) the net profits before tax for each such accounting
     period constitute a sum which is at least three times the Yearly Rent


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


                                       50
<PAGE>

                                   SCHEDULE 1
                                  THE PREMISES


Sun Court, Moorbridge Road.  Maidenhead, Berkshire shown for the purposes of
identification only edged in red on the Plan numbered 1 attached which shall
include where they exist and where the context so admits for the purpose of
obligation as well as grant:

1.   all additions alterations and improvements to the Premises made at any
time.

2.   all landlord's fixtures and fittings and plant equipment and machinery
including.


                                   SCHEDULE 2
                                 RIGHTS GRANTED


1.   The right during the Term (so far as the Landlord has power to grant the
     same and subject to the Landlord's reasonable regulations from time to
     time) for the Tenant in common with the Landlord those authorised by the
     Landlord and all others having the like right from time to time to the free
     running of Utilities through the Conduits designed for that purpose passing
     in through or under any adjoining property of the Landlord provided that
     the Landlord may at any time stop up remove alter or make connections to
     the Conduits if the Landlord makes available to the Tenant where
     appropriate suitable alternative Conduits.

2.   The right to change the name of the Building subject to the consent of the
     Landlord which shall not be unreasonably withheld or delayed and subject
     further to the consent of any competent public authority which may be
     necessary.



                                   SCHEDULE 3
                          EXCEPTIONS AND RESERVATIONS


1.   ADJOINING PROPERTY

     The right for the Landlord and all persons authorised by the Landlord from
     time to time to rebuild alter or develop any adjoining property of the
     Landlord in such manner as the Landlord may think fit despite any resulting
     interference to the access of light or air to the Premises and the right to
     use any adjoining property



                                       51
<PAGE>

     of the Landlord for any purpose to the intent that nothing contained in
     this Lease shall by implication of law or otherwise operate to confer upon
     the Tenant any easement right or privilege over any adjoining property of
     the Landlord which might restrict or prejudicially affect its future
     rebuilding alteration or development nor shall the Tenant be entitled to
     compensation for any damage or disturbance caused by or suffered through
     any such use rebuilding alteration or development.


2.   ENTRY BY THE LANDLORD

     The right for the Landlord and all persons authorised by the Landlord from
     time to time with or without workmen at any time during the Term and upon
     giving not less than 48 hours prior written notice (except in case of
     emergency when no advance notice shall be required) to enter upon the
     Premises for the purpose Of;

2.1  developing repairing altering inspecting or maintaining adjoining or
     neighbouring property or any party walls services Conduits or other things
     relating to such property;

2.2  carrying out inspections or surveys of the Premises (and taking samples and
     making trial bores) including for the purposes of monitoring compliance by
     the Tenant with its obligations in this Lease:

2.3  carrying out works or services which the Landlord must or may carry out
     under the terms of this Lease: and

2.4  exercising any other rights granted or reserved to the Landlord by this
     Lease.

 the Landlord or workman making good all and any damage done to the Premises

3.   UTILITIES

     The free passage and running of Utilities through Conduits to and from
     adjoining or neighbouring property and the right to connect into them
     together with the right on not less than 48 hours prior written notice
     (except in case of emergency when no advance notice shall be required) to
     enter upon the Premises to lay



                                       52
<PAGE>

     maintain repair and renew Conduits and lay or install new Conduits and
     making good all damage done to the Premises.


4.   SUPPORT

     The support and protection from the Premises enjoyed by adjoining or
     neighbouring property.


5.   BOUNDARY WALLS

     The right for the Landlord and all persons authorised by the Landlord from
     time to time to build onto or into any boundary or perimeter wall or fence
     of the Premises.


6.   SCAFFHOLDING

     The right to erect scaffolding on over or around the Premises in the
     exercise of any of the rights excepted and reserved to the Landlord in this
     Schedule.


                                   SCHEDULE 4
                   MATTERS TO WHICH THE PREMISES ARE SUBJECT


1.   SUBSTITUTING RIGHTS

     All subsisting rights easements and privileges belong to or enjoyed by
     adjoining or neighbouring property.


2.   RELEVANT DOCUMENTS

     The covenants stipulations and other matters specified or referred to in
     Title Number BK255580 and in a licence dated 27th April 1989 (1) Abbott
     Laboratories Limited and (2) Queensgate Land (Moorbridge) Limited so far as
     the same affect the Premises and are subsisting and capable of being
     enforced.



                                   SCHEDULE 5
                            GUARANTOR'S OBLIGATIONS



                                       53
<PAGE>

1.   PRIMARY OBLIGATIONS

     The Guarantor covenants with the Landlord as a primary obligation:

1.1  that the Tenant or the Guarantor shall at all times during the Term duly
     perform and observe all the covenants conditions and other provisions on
     the part of the Tenant to be observed and performed in this Lease
     (including the payment of the Yearly Rent and all other sums from time to
     time payable under this Lease) in the manner and at the times specified and
     shall indemnify the Landlord against all actions proceedings losses
     liabilities cost damages expenses claims and demands sustained by tile
     Landlord in any way directly or indirectly arising out of or resulting from
     any default by the Tenant in the performance and observance of any such
     covenants conditions and other provisions:

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

1.3  that if a liquidator trustee in bankruptcy or other competent person shall
     disclaim or surrender this Lease or this Lease shall be forfeited or the
     Tenant shall die or cease to exist (the date on which any such event occurs
     being referred to in this Schedule as "the Relevant Date") then the
     Guarantor shall (if the Landlord so requires by notice in writing given to
     the Guarantor within six months after the Relevant Date) accept from and
     execute and deliver to the Landlord a counterpart of a new lease of the
     Premises for a term commencing on the Relevant Date and continuing for the
     remainder of the Term such new lease to be at the cost of the Guarantor and
     to be at the same rents and subject to the same covenants conditions and
     provisions as are contained in this Lease: and

1.4  that if the Landlord shall not require the Guarantor To take a new lease
     the guarantor shall nevertheless upon demand pay to the Landlord a sum



                                       54
<PAGE>

     equal to the Yearly Rent and all other sums that would have been payable
     under this Lease in respect of the period from and including the Relevant
     Date until the expiry of twelve months after the Relevant Date or until the
     Landlord shall have granted a lease of the Premises to a third party
     (whichever shall first occur) in addition and without prejudice to the
     Guarantor's other obligations under this Lease.


2.   GUARANTOR'S LIABILITY

     The Guarantor is jointly and severally liable with the Tenant (whether
     before or after any disclaimer by a liquidator or trustee in bankruptcy)
     for the fulfilment of all the Tenant's covenants conditions and other
     provisions contained in this Lease and the Landlord in the enforcement of
     its rights may proceed against the Guarantor as if the Guarantor was named
     as the Tenant in this Lease.


3.   WAIVER OF RIGHTS

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


4.   MATTERS NOT AFFECTING LIABILITY

     None of the following (or any combination of them) shall release determine
     discharge or in any way lessen or affect the liability of the Guarantor as
     principal debtor under this Lease or otherwise prejudice or affect tile
     liability of tile Guarantor to accept a new lease in accordance with the
     provisions of this Schedule:

4.1  any neglect delay or indulgence or extension of time given by the Landlord
     in enforcing payment of the Yearly Rent or any other sums due under this
     Lease or in enforcing the performance or observance of any of the Tenant's
     covenants conditions or other provisions contained in this Lease:

4.2  any refusal by the Landlord to accept Yearly Rent tendered by or on behalf
     of the Tenant following a breach of covenant by the Tenant:



                                       55
<PAGE>

4.3  the expiry or sooner determination of the Term:

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

4.5  any change in the constitution structure or powers of either the Tenant the
     Guarantor or the Landlord or the liquidation administration receivership or
     bankruptcy (as the case may be) of either the Tenant or the Guarantor or
     the death or dissolution of the Tenant:

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

4.7  any other act omission matter or thing of any kind by virtue of which (but
     for this provision) the Guarantor would be exonerated either wholly or in
     part (other than a release under seal given by the Landlord).

5.   SUCCESSORS

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



                                    (  SIGNED by DAVID JOHN DOWNING
                                    (  in the name of J. M. JONES
                                    (  PROPERTIES LIMITED (in
                                    (  Administrative Receivership)
                                    (  without personal liability and
                                    (  its attorney pursuant to powers
                                    (  granted to him by statute and
                                    (  legal mortgage dated 28th July
                                    (  1992 made between (1) J. M. Jones
                                    (  Properties Limited (in
                                    (  Administrative Receivership) and
                                    (  (2) Hill Samuel Bank Limited in
                                    (  the presence of:



[ILLEGIBLE]           /s/ PD Sheehan
[ILLEGIBLE]           PD Sheehan
[ILLEGIBLE]           23 Scholars Way
[ILLEGIBLE]           Hatfield Herts
[ILLEGIBLE]           Director



                                       56
<PAGE>

                                 [COMPANY LOGO]



                               NABARRO NATHANSON



                            DATED    6 March    1996



                                  D.J. DOWNING


                                    - and -


                         J.M. JONES PROPERTIES LIMITED
                        (in Administrative Receivership)


                                    - and -


                        BUSINESS OBJECTS (U.K.) LIMITED


                                    - and -


                              BUSINESS OBJECTS SA


                                     LEASE
               Sun Court.  Moorbridge Road, Maidenhead, Berkshire


                               Nabarro Nathanson
                               50 Stratton Street
                                 London WIX 6NX

                               Tel: 0171 493 9933
<PAGE>

                               H.M. LAND REGISTRY
                                  [NOT SHOWN]
<PAGE>

                                     PLAN 2
                                  [NOT SHOWN]
<PAGE>

                             SUN COURT - MAIDENHEAD

                          SCHEDULE OF LANDLORDS WORKS



                                                                        22/02/96
                                                                    MAIDSCH5.WPS

MANAGING AGENT

The flat roof area over the main stairs of Block I are to be cleaned of moss
growth.

All H&V plant is to be run to check operational status.

Repair damaged car park gate operating mechanism.

Any blown lamps or tubes are to be replaced in luminaires.

Clean raised pond/fountain area in courtyard.

Clear all loose rubbish from all service cupboards and service shafts between
toilet blocks.  Remove rubbish from gardener's room under rear stair to Block 1.

Provide chlorination certificate for water storage systems.
<PAGE>

                                                                        22/02/96
                                                                    MAIDSCH5.WPS



ENVIRONMENTAL ENGINEERING SERVICES

Repair or replace severely damaged pipework insulation in both plant rooms for
heating and chilled water pipework.

Fit missing grille to staircase smoke vent outlet at head of main stairs in
Block 1,

Replace seven lower sections of rainwater down pipes on the north and east
elevations, including a pipe located by entrance drive outside the sliding gate.

Check that all condensate drains serving F.C.U.s in the ground floor of both
blocks, drains away from all units.

Check that vapour proof lagging to chilled water pipework in ground floor
ceiling voids of both Blocks is intact,

Divert the small warning pipes serving both roof cold water storage tanks
discharges to a nuisance point. i.e. where a discharge can be seen from ground
level.

Fit non return air valves to any open SVP's located within roof space above
toilet core areas.


MARCOE ELECTRICAL

Replace missing cable trunking covers in service shafts.

Fit circuit schedules adjacent to each distribution board.
<PAGE>

                                                                        22/02/96
                                                                    MAIDSCH5.WPS


LOOSE MATERIALS

Supply a box of toilet ceiling tiles

Supply a box of office area ceiling tiles

Supply a box of corridor area ceiling tiles

Supply 2 rolls of 50 x 1.2m rolls of vinyl wall covering as existing pattern
(ordered).



J BULLMAN & SONS

Refix carpet risers in main stairs in Block 1.
<PAGE>

                                                                        22/02/96
                                                                    MAIDSCH5.WPS


M J BLACK

Replace cracked 'Cox' dome on roof access hatch on Block 1.

Fill all holes in external brickwork which are greater than screw fixing using
ground brick and cement as filler so as to match existing colour.

Repair small area of brick pointing on west elevation of Block 1, by Solicitor's
office.

Rub down and repaint air grilles in external wall at north end of both Blocks.

Rub down and paint with black bitumastic paint the SVP adjacent to a column in
the undercroft parking area (north end under link)

Make good holes through 1st floor slab where pipework was removed from wall
mounted F.C.U.s using dry sand/cement mix or dense rockwool.

Refix loose section of vinyl wall covering at lst floor level in the secondary
staircase of Block 2.

Refix loose laminate trim to vanity unit in female w.c. 1st floor Block 2.

Fit overhead door closer, intumescent strips to frame and ease door fit to fire
exit to secondary stair Block 2, ground floor.

Door from ground floor office to secondary stair in Block I to be fitted with
overhead door closer and intumescent strips to frame.

Fit missing top leaf lock to door at 1st floor Block I leading to annex.

Within chiller room in each roof plant room clean off two air handling units
currently painted and touch-in any defective paint areas using black bitumastic
paint.  For the two remaining unpainted air-handling units rub down internal and
external rust spots and treat with Galavafroid paint.

Within chiller room in each plant room paint boarding covering wall plate (below
louvre opening) with 2 coats wood preservative paint, such as Crown
'Timberguard' or similar.

Take down 9 metre section of north boundary wall to base level and rebuild using
existing bricks.  Allow for quantity of new bricks to replace any existing which
are unusable.  Form 12mm expansion gap at each end where section joins existing.

On eastern wall of main car park disc cut existing mid-point expansion joint in
new section to form 12mm wide joint for full height.  Where new section joins to
old section form similar 12mm expansion joint for full height.  Allow to rebed
approx 24 loose coping bricks.

Provide strips of lay-in prismatic sheet to 1st floor female w.c. Block 2 and
1st floor female Block 2. (Liaise with Marcoe Electrical for material supply)
<PAGE>

Apply fire casing to exposed metal beams in all electrical riser cupboards.

Rub-down, prime bare wood, apply undercoat and two coats of gloss paint to gas
meter cupboard outside Block 1

Hack-off loose plaster -to Block 1 staircase wall.  Treat surface, replaster and
redecorate.

Reapply adhesive to small loose sections of wallpaper.

NOTE:  Door furniture to be as supplied by Messrs Comyn & Ching, to match
existing.
<PAGE>

DATED



                                    - and -



                         ______________________________



                         AUTHORISED GUARANTEE AGREEMENT



                                - relating to -



                            to a Lease made between
                                (1) D.J. Downing
                      (2) Business Objects (U.K.) Limited
                            (3) Business Objects SA
                         relating to premises known as
                 Sun Court Moorbridge Road Maidenhead Berkshire



                               Nabarro Nathanson
                               50 Stratton Street
                                 London WIX 6NX



                              Tel: 0 171 493 9933
<PAGE>

DEED dated                                         1996
BETWEEN


(1)  [                       ]OF[              ]
     (the "landlord")

(2)  [                       ](company registration number[
               [)whose registered office is at[               ]
          (the guarantor")


WITNESSES as follows:-


1.   Definitions and Interpretation
     ------------------------------

1.1  In this Deed, unless the context other-wise requires, the following words
     and phrases have the following meanings:-


1.1.1  "Act"
        ---


        means the Landlord and Tenant (Covenants) Act 1995.


1.1.2  "Assignee"
        ---------

        means            ](company registration number
               [    [)whose registered office is at [
               ].

1.1.3  "Lease"
        -----

        means a lease of the Premises dated              1996 and made
        between (1) D.J. Downing (2) Business Objects (U.K.) Limited and
        (3) Business Objects SA and includes any deeds or documents
        supplemental to it whether or not expressed to be so.


                                       1
<PAGE>

1.1.4 "Premises"
       --------

       means the Premises briefly known as Sun Court Moorbridge Road
       Maidenhead Berkshire and more particularly described in the
       Lease.


1.2    The Clause headings in this Deed (except for the definitions) are for
       ease of reference and are not to be used for the purposes of construing
       this Deed

1.3    References in this Deed to Clause numbers mean the Clauses of this Deed.

1.4    Obligations undertaken by more than one person are joint and several
       obligations.

1.5    Words importing persons include firms companies and corporations
       and vice versa.

1.6    Words importing one gender will be construed as importing any other
       gender.

1.7    Words importing the singular will be construed as importing the plural
       and vice versa.

1.8    Words and phrases defined in the Lease have the same meanings in this
       Deed.

1.9    Unless the context otherwise requires, references to any statute include
       all regulations and orders made under the relevant statute and any
       statute, regulations or orders amending, consolidating or replacing it or
       them in force from time to time.

1.10   In this Deed, the expression "tenant covenants" is to be construed
       consistently with the Act.
<PAGE>

2.   Recitals
     --------

2.1  By the Lease the Premises were demised to Business Objects (U.K.) Limited
     [the Guarantor] for a term of twenty five years from
     1996 subject to the payment of the rent reserved by and observance and
     performance of the covenants and conditions contained in the Lease.

2.2  The reversion immediately expectant on the term of years granted by the
     Lease [remains] [is now] vested in the Landlord and the unexpired residue
     of the term of years granted by the Lease [remains] [is now] vested in the
     Guarantor.

2.3  The Guarantor wishes to assign the Lease to the Assignee and, under the
     Lease, the consent of tile Landlord is required to such assignment.

2.4  By a licence to assign dated [with the same date as this deed] entered into
     by the Landlord (1) the Guarantor (2) and the Assignee (3) the Landlord has
     granted consent to the assignment on condition that the Guarantor enters
     into this Deed to guarantee the performance by the Assignee of the tenant
     covenants of the Lease.

2.5  The Guarantor has agreed to enter into this Deed pursuant to that
     condition.

3.   Guarantor's Covenants
     ---------------------

3.1  The Guarantor COVENANTS with the Landlord as principal obligor as follows:-

3.1.1 That the Assignee will pay the rents reserved by and observe and perform
      the tenant covenants of the Lease and that if the Assignee defaults in the
      payment of any of the rents reserved by the Lease on the due dates or in
      observing or performing any of the tenant covenants of the Lease the
      Guarantor will pay the rents or observe or perform the tenant covenants in
      respect of which the Assignee has defaulted and the Guarantor will make
      good to tile Landlord on



                                       3
<PAGE>

      demand all losses costs damages and expenses resulting from any such
      default.

3.1.2   That if a liquidator or trustee in bankruptcy of the Assignee disclaims
        the Lease the Guarantor will at the request of the Landlord made within
        three months after such disclaimer take from the Landlord a lease of the
        Premises for a term equal to the residue of the [Term] which would have
        remained had there been no disclaimer at the same rents and subject to
        the tenant covenants of the Lease such lease to take effect from the
        date of such disclaimer and in such case the Guarantor will pay the
        costs of such new lease and execute and deliver a counterpart of it to
        the Landlord.

3.2   The Guarantor's obligations under Clause 3.1 commence on the date on which
      the leasehold interest under the Lease is assigned to the Assignee and do
      not bind the Guarantor in relation to any time after either

3.2.1   the Assignee is relased from the tenant covenants of the Lease in
        accordance with the Act (but without prejudice to any liability of the
        Guarantor incurred before the time of such release) or

3.2.2   the Assignee is able to demonstrate by production of accounts to the
        Landlord that for each, of three consecutive financial periods being in
        aggregate not less than three years and at least one of which
        consecutive financial periods shall be after the date of this Deed its
        accounts indicate that it has achieved net profits before tax (meaning
        the net trading profits before tax for a period of 12 months or in the
        case of any other period the annualised rate of net profit before tax of
        the Assignee arising from its ordinary trading activities but excluding
        any profit from the sale of fixed assets businesses or investments or
        other exceptional and/or extraordinary items or items which would have
        been classified as extraordinary and/or exceptional items before the
        introduction of Accounting Standard FRS3 after deduction (on an
        annualised basis) of deprecation interest charges and Al other expenses
        or charges as disclosed by the accounts of the Assignee for the
        financial periods in question which equal to or


                                       4
<PAGE>

     exceed the aggregate of the total amount likely in the reasonable opinion
     of the Landlord to be payable during the period of three years from the
     date of production of accounts to the Landlord by way of rents insurance
     and service charges and all other taxes and outgoings payable by the Tenant
     under the Lease and for the purposes of this clause "accounts" all be
     audited profit and loss accounts drawn up for the relevant periods in
     accordance with the Companies Act 1985 (as amended) or any statutory
     amendment or re-enactment of it for the time being in force) and to the
     relevant Statements of Standard Accounting Practice applicable to the
     United Kingdom. (or in a case other than that of a company incorporated in
     the United Kingdom accounts prepared or re-stated in similar form).

3.3  None of the following shall release, discharge or affect the liability of
     the Guarantor as principal obligor or otherwise prejudice or affect the
     liability of the Guarantor to accept a new lease pursuant to Clause 3.1.2:

3.3.1 any neglect delay or indulgence or extension of time given by the
      Landlord in enforcing payments of the rents or the performance or
      observance of the tenant covenants of the Lease-,

3.3.2 any variation of the terms of the Lease;

3.3.3 any change in the constitution structure or powers of the Assignee or the
      Guarantor, the liquidation administration receivership or bankruptcy (as
      the case may be) of either tile Assignee or the Guarantor or the Assignee
      ceasing to exist;

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

3.3.5 any other act omission matter or thing of any kind by virtue of which
      (but for this provision) the Guarantor would be discharged in whole or in
      part.


                                       5
<PAGE>

4.   Scope of this Guarantee
     -----------------------

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

4.2  If any provision, or any part of any provision, has the effect of causing
     this Deed not to be such an authorised guarantee agreement, that provision
     or that part is to be treated or all purposes as having been modified
     (including, if necessary, by its omission) to such extent as will avoid
     this effect.

IN WITNESS of which the parties have executed this Deed which is intended to
be and is delivered the day and year first written above but not before.

                                    Original
                                    --------


                                    (  SIGNED by DAVID JOHN DOWNING
                                    (  in the name of J. M. JONES
                                    (  PROPERTIES LIMITED (in
                                    (  Administrative Receivership)
                                    (  without personal liability and
                                    (  its attorney pursuant to powers
                                    (  granted to him by statute and
                                    (  legal mortgage dated 28th July
                                    (  1992 made between (1) J. M. Jones
                                    (  Properties Limited (in
                                    (  Administrative Receivership) and
                                    (  (2) Hill Samuel Bank Limited in
                                    (  the presence of:




                                       6
<PAGE>

                                                                        23/02/96
                                                                    SCHDCON3.WPS

SUN COURT, MAIDENHEAD

EXTERNAL WALLS

Chipped corners on brickwork at north end of Bldg I where timber bollards have
been installed.

Uneven brickwork is noted adjacent to main entrance which may have been laid
after main wall was built.

An area of rebuilt brickwork is noted adjacent to window openings at north end
of Bldg 1.

Partial spoiling noted at Moorbridge Road escape door threshold Slight chipped
brickwork noted adjacent to escape door openings.

DOORS

Scratches to paintwork on Main entrance doors noted.

WINDOWS

Window sill at ground floor on east side of Block 2 is noted as dented.

Window repairs are noted where mastic is applied to framing joints.

ROOF SPACE OVER BLOCK 2

Sand and cement fillet to door threshold between boiler room and chiller area
noted as untidy.

Ponding noted in asphalted area within chiller room.

ESCAPE STAIRCASE, BLOCK I


Decorations are noted as scuffed,
Wall plaster at first floor level is noted as having uneven finish.
Cupboard below staircase area is noted as unfinished condition.
SITE
Minor ponding noted to Tarmacadam finish to car park.


BOUNDARY WALLS

Brickwork to side wall of building, by entrance drive, has surface damaged to
brickwork which is noted.
<PAGE>

                                                                  [COMPANY LOGO]

ASB/CEW,
4th March 1996.



Warner Cranston Solicitors,
Pickfords Wharf,
Clink Street,
LONDON, SEL. 9DG.

For the attention of Mr. A. Safer.

[STAMPED NOT SHOWN]


Dear Sirs,

RE:  QUOTATION NO. 3059/2877,
     SUN COURT - MAIDENHEAD.

We have pleasure in submitting our specification for the new raised floor, as
follows:

To supply and Ex:
----------------

Floor System:       Eurodek full access floor system to withstand a uniformly
                    distributed load of 5 kn/m2.

Panels:             600 x 600 x 300mm nominal panels to BS5669.

Panel               The floor will be left ready to receive carpet tiles by
Floorcovering:      others.

Pedestals:          l6mm diameter heavy duty pedestal with adjustment of 26mm.
                    Pedestal head type P35 LM24 diecast aluminium to restrain
                    panels from lateral movement.

Pedestal Fixings:   100 x 100mm galvanised pedestal base plates will be fixed to
                    a suitable structural slab with adhesive.

Floor Void Height:  90mm from the highest point of structural slab (void height
                    varies considerably, see note 3 below).

Panel Lifters:      We will supply 2.No. single cup suction pads.

Schedule of Quantities and Rates:
--------------------------------

Flooring to Ground & First Floor areas
<PAGE>

                                                                  [COMPANY LOGO]


ASB/CEW,
4th March 1996.



WARNER CRANSTON SOLICITORS
--------------------------

1.                  Shown on our Drawing No. 0397 and 0398- 1. Approx. qty
                    1664m2.

2.                  To factory form cut outs for electrical outlet boxes.  A
                    sample box is required to use as a template.
                    150.No.

3.                  Sub floor levels: We have surveyed the existing structural
                    slab levels and proposal allows for manufacture of varying
                    length pedestals to allow for all the variations in levels
                    of the structural dab.


If you have any questions concerning the above, please do not hesitate to call.

Yours sincerely,
for and on behalf of
THE INTERIORS GROUP



/s/ Andrew Black
ANDREW BLACK,
Director.