Sample Business Contracts


UK-London-57/58 St. James' Street Lease - Friends' Provident Life Office and Ibis (505) Ltd.

Lease Forms

  • Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
  • When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
  • Tenants of residential property should prepare a sublease agreement if they are seeking to sublease a room or the entire apartment or house to a third party. All parties should review the original lease agreement to see if there are any restrictions on subletting or assigning the premises.
  • Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
  • When renting an office space, tenants should understand the amount of the rent and duration of the lease. Other important terms include whether the space can be subleased, which parties are responsible for maintenance, and whether any furniture and furnishings will be provided.

                         FRIENDS' PROVIDENT LIFE OFFICE


                                     - to -

                               IBIS (505) LIMITED


                                      LEASE

                                      -of-

        First floor office premises and Apartment 2 on the sixth floor at
                     Cassini House 57/58 St James's Street
                                   London SW1

                                  WP Ref: DG442
                             Draft Date: 28.10.1999

                         FRIENDS' PROVIDENT LIFE OFFICE
                                LEGAL DEPARTMENT
                                   PIXHAM END
                                     DORKING
                                 SURREY RH4 1QA

                             TELEPHONE: 01306-654904
<PAGE>

                               H M LAND REGISTRY
                      LAND REGISTRATION ACTS 1925 TO 1986
                                 LEASE OF PART


London Borough                          : City of Westminster


Landlord's Title Number                 : LN 26420 LN 27480 and 282196

Premises                                : Cassini House 57/58 St. James's Street
                                          London SW1

Premises demised by this Lease          : First Floor Offices and Apartment 2 on
                                          the Sixth Floor Cassini House 57/58
                                          St. James's Street London SW1

Date                                    :                                   1999

1. Particulars

   Landlord                             FRIENDS PROVIDENT LIFE OFFICE whose
                                        principal office is at Pixham End
                                        Dorking Surrey RH4 1QA

   Tenant                               IBIS (505) LIMITED registered in England
                                        under number 3797329) whose registered
                                        office is at 2 Serjeants' Inn London
                                        EC4Y 1LT

   Permitted Use                        high quality offices as to the Offices
                                        and residential or uses ancillary to the
                                        Offices as to the Apartment

   Premises                             Firstly the offices on the first floor
                                        of the Building shown for the purpose of
                                        identification only edged red on Plan 1
                                        and secondly


                                      -1-
<PAGE>

                                        Apartment 2 on the sixth floor of the
                                        Building shown for the purpose of
                                        identification only edged red on Plan 2

   Rent                                 (Pounds)474,157 (FOUR HUNDRED AND
                                                         ----------------
                                        SEVENTY-FOUR THOUSAND ONE HUNDRED AND
                                        -------------------------------------
                                        FIFTY SEVEN POUNDS) per year subject to
                                        ------------------
                                        review in accordance with the Third
                                        Schedule

Rent Commencement Date                  the 15th May 2000

Review Dates                            the day of November 2004

                                        the day of November 2009

                                        the day of November 2014

                                        and any reference to a Review Date shall
                                        be to the relevant Review Date

Service Charge                          the day of November 1999

Commencement Date

Term                                    from and including the 1999 to and
                                        including 24th December 2017

2.   Definitions and Interpretation
     ------------------------------
     In this Lease the terms defined in Clauses 1 and 2 hereof and in Part A of
     the Second Schedule and in paragraph 1 of the Third Schedule have the
     meanings specified therein unless something in the subject or context is
     inconsistent therewith

                                      -2-
<PAGE>

"Accountant"                            any person or firm professionally
                                        qualified as a chartered accountant
                                        appointed by the Landlord (including an
                                        employee of the Landlord or a Group
                                        Company) to perform any of the functions
                                        of the Accountant under this Lease

"Acts of Terrorism"                     has the meaning given by Section 2(2) of
                                        the Reinsurance (Acts of Terrorism) Act
                                        1993

"Apartment"                             that part of the Premises secondly
                                        described in the Particulars

"Approved" "Authorized" or "Consent"    refers to the previous approval
                                        authorization or consent in writing on
                                        behalf of the Landlord

"Building"                              the land and buildings now known as
                                        Cassini House, 57/58 St James's Street,
                                        London SWI together with the basement
                                        car park

"Car Park"                              the car park in the basement of the
                                        Building

"Common Parts"                          any halls the atrium corridors landings
                                        pedestrian ways circulation areas
                                        staircases lifts hoists and ramps
                                        forecourts paths open areas lightwells
                                        lavatories provided from time to time
                                        for the benefit of persons using the
                                        Building or other premises or amenities
                                        provided for the benefit of the
                                        occupiers of the Building but excluding
                                        the Lettable Units

"Development"                           has the meaning given by Section 55 of
                                        the Town and Country Planning Act 1990

                                      -3-
<PAGE>

"Group Company"                         a company which is for the time being a
                                        subsidiary of the Tenant the holding
                                        company of the Tenant or which is
                                        another subsidiary of the holding
                                        company of the Tenant (in each case
                                        within the meaning of Section 736 of the
                                        Companies Act 1985) or which is an
                                        associated company of the Tenant
                                        (meaning a company of which one tenth or
                                        more of the equity share capital (as
                                        defined by Section 744 of the Companies
                                        Act 1985 as originally enacted) is
                                        beneficially owned by the Tenant its
                                        holding company or any subsidiary of the
                                        Tenant if its holding company or any
                                        subsidiary of the associated company

"Insurance Rent"                        the sum:

                                        equal to a fair and reasonable
                                        proportion of the gross premium paid by
                                        the Landlord in insuring the Building
                                        pursuant to Clauses 6.1.1 and 6.2 and
                                        insuring against employers liability and
                                        public liability pursuant to Clause
                                        6.1.2 and

                                        equal to the whole of the gross premium
                                        paid by the Landlord in insuring against
                                        loss of Rent and Service Charge pursuant
                                        to Clause 6.1.3

                                      -4-
<PAGE>

"Insured Risks"                         fire lightning explosion aircraft or
                                        other aerial devices (including articles
                                        dropped therefrom) riot civil commotion
                                        or disturbance strikes malicious persons
                                        Acts of Terrorism earthquake lightning
                                        storm tempest flood subsidence heave
                                        landslip bursting and overflowing of
                                        water pipes tanks and other apparatus
                                        and impact by road vehicles theft damage
                                        to buildings glass accidental damage and
                                        engineering (to the extent that
                                        insurance against such risks may
                                        ordinarily be arranged with an insurer
                                        of good repute) and such other risks as
                                        the Landlord may from time to time in
                                        its absolute discretion think fit to
                                        insure against

"Insurers"                              the insurance office or offices and/or
                                        the underwriters with which the
                                        insurance or insurances for the time
                                        being effected under Clause 6.1 and 6.2
                                        shall be effected

"Landlord" and "Tenant"                 wherever the context so admits includes
                                        the person for the time being entitled
                                        to the reversion immediately expectant
                                        on the determination of the Term and the
                                        Tenants successors in title respectively

"Lettable Units"                        part or parts of the Building which are
                                        let or constructed or adapted for
                                        letting from time to time

"Offices"                               that part of the Premises firstly
                                        described in the Particulars

                                      -5-
<PAGE>

"party" or "parties"                    the Landlord and/or the Tenant but
                                        except where there is an express
                                        indication to the contrary excludes the
                                        Surety

"Pipes"                                 all pipes sewers drains mains ducts
                                        vents conduits chutes gutters
                                        watercourses wires tanks traps meters
                                        cables channels flues and all other
                                        conducting media and includes any
                                        fixings louvres cowls and other
                                        ancillary apparatus

"Plan 1"                                the plan marked 1 annexed hereto

"Plan 2"                                the plan marked 2 annexed hereto

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

                                      -6-
<PAGE>

"Plant"                                 all electrical and mechanical and other
                                        apparatus plant machinery equipment
                                        chattels fixtures and fittings of
                                        ornament or utility including
                                        specifically lifts hoists generators
                                        heating cooling air-conditioning and
                                        ventilation equipment decorative
                                        lighting and floodlighting systems
                                        cleaning and maintenance equipment
                                        internal telephones and computers
                                        sprinklers fire and smoke precaution
                                        equipment fire and intruder alarm
                                        systems signs and closed circuit
                                        television and all such other systems
                                        and equipment whether the same now
                                        exist or are provided in the future and
                                        whether or not they are of a wholly
                                        novel character

"Premises"                              the premises referred to in the
                                        Particulars above (excluding all parts
                                        of the structure of the Building)
                                        including:

                                        (a) the floor finishes down to the upper
                                            surface of the floor slab

                                        (b) any ceiling finishes or suspended
                                            ceilings up to the lower surface of
                                            the ceiling slabs

                                        (c) the inner half severed medially of
                                            those internal non-load bearing
                                            walls and the plaster or other
                                            coverings of those internal load
                                            bearing walls that divide the
                                            Premises from the adjoining parts of
                                            the Building or from the Retained
                                            Parts


                                      -7-
<PAGE>

                                        (d) all internal and non-load bearing
                                            walls and partitions lying within
                                            the Premises

                                        (e) the doors and their frames

                                        (f) all additions permitted alterations
                                            (whether or not subject to
                                            reinstatement) and improvements

                                        (g) all Landlord's fixtures and fittings
                                            and fixtures of every kind which
                                            shall from time to time be in or
                                            upon the Premises (whether
                                            originally fixed or fastened to or
                                            upon the Premises or otherwise)
                                            except any lessee's trade or other
                                            fixtures and fittings installed by
                                            the Tenant

                                        (h) all Pipes and Plant that are within
                                            and that exclusively serve the
                                            Premises and

                                        PROVIDED THAT:
                                        -------------

                                        (i) Any reference to the "Premises"
                                            includes in the absence of any
                                            provision to the contrary a
                                            reference to any part of the
                                            Premises but does not include any
                                            part of the floor slabs or of the
                                            structural columns or of the ceiling
                                            slabs

                                      -8-
<PAGE>

                                       (ii) Any part of the Premises that faces
                                            on to any of the Common Parts shall
                                            be regarded as an external part of
                                            the Premises notwithstanding the
                                            fact that such part of the Common
                                            Parts is covered in and "exterior"
                                            "external" and other words to
                                            similar effect shall be construed
                                            accordingly

"Quarter Days"                          21st January 21st April 21st July and
                                        21st October in each year or such other
                                        quarter days as the Landlord may
                                        substitute from time to time on not less
                                        than three month notice in writing to
                                        the Tenant

"Rents"                                 Rent Service Charge Rent and Insurance
                                        Rent or any of them as the context may
                                        admit

"Retained Parts"                        all parts of the Building which are not
                                        let or constructed or adapted for
                                        letting from time to time including
                                        specifically:

                                        (a) the Common Parts

                                        (b) office accommodation and staff rooms
                                            used by the Landlord the Building
                                            manager and other staff employed by
                                            the Landlord at the Building in
                                            connection with the provision of
                                            services to the Building

                                        (c) a central control station for any
                                            security system operating for the
                                            benefit of the Building


                                      -9-
<PAGE>

                                        (d)  storage premises within the
                                             Building used in connection with
                                             the provision of services to the
                                             Building

                                        (e)  such parts of the structure walls
                                             (including party walls and
                                             structures) floors foundations
                                             columns ceiling slabs and roofs of
                                             the Building and such fences
                                             railings windows window frames
                                             floors balconies and terraces and
                                             such Pipes and Plant of and in the
                                             Building as are not included in the
                                             demise of the Premises and are not
                                             included or intended to be included
                                             in any demise of any other units in
                                             or parts of the Building and

                                        (f)  the Car Park

"Service Charge Rent"                   a fair and reasonable proportion
                                        properly calculated by the Surveyor
                                        (acting reasonably and professionally)
                                        of the Annual Expenditure (as defined in
                                        the Second Schedule hereto)

"Specifically"                          without prejudice to the generality of
                                        the above

"Statute"                               includes any regulations instruments
                                        permissions directives or orders made
                                        under such statute and any references to
                                        a specific statute include (unless
                                        otherwise stated) any statutory
                                        extension or modification amendment or
                                        re-enactment of and any regulations or
                                        orders made under such statute

                                     - 10 -
<PAGE>

     "Surveyor"                         any person or firm professionally
                                        qualified as a chartered surveyor
                                        appointed by or acting for the Landlord
                                        (including any employee of the Landlord
                                        or a Group Company) to perform any of
                                        the functions of the Surveyor under this
                                        Lease

     "Term"                             includes any period of holding-over or
                                        extension or continuance of the Term
                                        whether by statute or common law and
                                        references to the "last year of the
                                        Term" and "expiration of the Term"
                                        include references to determination of
                                        the Term otherwise than by effluxion of
                                        time

     "VAT"                              means Value Added Tax and/or any tax or
                                        levy of a similar nature made in
                                        substitution for or in addition to such
                                        tax

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

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

     2.3  Any covenant by the Tenant not to do an act or thing shall be deemed
          to include an obligation not to permit or suffer such act or thing to
          be done by another person

     2.4  References in this Lease to any clause sub-clause or schedule without
          further designation shall be construed as a reference to such clause
          sub-clause or schedule to this Lease so numbered

                                     - 11 -
<PAGE>

     2.5  The headings to clauses paragraphs and schedules do not form part of
          this Lease and shall not be taken into account in its construction or
          interpretation

     2.6  Any interest or other payment or sum due or payable by the Tenant
          under this Lease and unpaid shall be recoverable by the Landlord from
          the Tenant as rent in arrears

3.   Demise
     ------

     The Landlord HEREBY DEMISES to the Tenant the Premises TOGETHER with the
                  --------------                            --------
     rights and easements specified in Part A of the First Schedule BUT EXCEPT
                                                                    ----------
     AND RESERVING to the Landlord the rights specified in Part B of the First
     -------------
     Schedule TO HOLD the Premises to the Tenant for the term specified in the
              -------
     Particulars SUBJECT to all such rights easements privileges restrictions
                 -------
     covenants and stipulations of whatever nature affecting the Premises as are
     referred to in Part C of the First Schedule YIELDING AND PAYING to the
                                                 -------------------
     Landlord:

     3.1  Rent payable by equal quarterly payments in advance on the Quarter
          Days and proportionately for any period of less than a year the first
          payment of which shall be a proportionate sum for the period from and
          including the Rent Commencement Date up to but excluding the Quarter
          Day next after the Rent Commencement Date and

     3.2  Insurance Rent payable in accordance with Clause 6 and

     3.3  Service Charge Rent payable in accordance with the Second Schedule.

     3.4  VAT on any of the foregoing Rents if applicable thereto

4.   The Tenant's Covenants
     ----------------------
     The Tenant covenants with the Landlord:

                                     -12-
<PAGE>

4.1  Rent and other Payments
     -----------------------

     4.1.1 To pay the Rents and other payments and VAT thereon on the days and
           in the manner set out in this Lease without any deduction by way of
           set off or otherwise except as required by statute

     4.1.2 If so reasonably required by the Landlord to make such payments by
           credit transfer

     4.1.3 Interest on arrears
           -------------------

           If the Tenant shall fail to pay the Rent or VAT thereon on the due
           date (whether formally demanded or not) or any other sum due under
           this Lease within 14 days of demand the Tenant shall pay to the
           Landlord interest at 4% per year above the base lending rate of
           Barclays Bank plc (or such other bank being a member of the Committee
           of London and Scottish Clearing Bankers as the Landlord may from time
           to time nominate in writing) on such Rents VAT and any other sums
           from the date when they were due to the date on which they are paid
           (such interest rate still to apply after and notwithstanding any
           judgment of the Court)

4.2  Outgoings and VAT
     -----------------

     To pay reimburse and indemnify the Landlord against:

     4.2.1 All rates taxes assessments duties charges impositions and outgoings
           which are now or during the Term shall be charged assessed or imposed
           upon the Premises or upon the owner or occupier (or a proportionate
           part of such payments paid or levied on the Premises together with
           other premises or their owners or occupiers) of them excluding any
           payable by the Landlord resulting from receipt of Rent (but including
           as payable by the Tenant the VAT payable by the Tenant on such Rents
           in accordance

                                     -13-
<PAGE>

           with its covenants in this Lease) or any dealing with or ownership of
           any reversionary interest

     4.2.2 VAT chargeable in respect of any other payment made by or sum payable
           by the Tenant under any of the terms of or in connection with this
           Lease or in respect of any other payment made by the Landlord where
           the Landlord is unable to recover the input tax where the Tenant
           agrees in this Lease to reimburse the Landlord for such payment

4.3  Electricity gas water and other services consumed
     -------------------------------------------------

     To observe and comply with the requirements and regulations of the relevant
     electricity telephone gas water and other statutory bodies and authorities
     and to pay to the suppliers of (and indemnify the Landlord against all
     charges for) electricity gas telephone water and other services consumed or
     used at or in relation to the Premises (including meter rents) and not to
     overload any electricity telephone gas or other installation

4.4  Repair and cleaning
     -------------------

     4.4.1 To repair the Premises in accordance with good practice from time to
           time and keep them in good and substantial repair damage caused by an
           Insured Risk and/or by Acts of Terrorism (if the same shall not be an
           insured risk) excepted (save to the extent that the insurance money
           is irrecoverable in consequence of any act or default of the Tenant
           or anyone at the Premises expressly or by implication with the
           Tenant's authority) and to renew (by way of repair but not further or
           otherwise) all parts of the Premises from time to time

     4.4.2 To replace in accordance with good practice from time to time the
           Landlord's fixtures and fittings in the Premises which may be or
           become beyond repair at any time during or at the expiration of the
           Term

                                     -14-
<PAGE>

     4.4.3 To keep the Premises in a clean and tidy condition

4.5  Decoration
     ----------

     As often as shall be necessary to maintain a high standard of decorative
     finish but not less than once in every five years and in the last year of
     the Term to decorate the Premises in a good and workmanlike manner and with
     appropriate materials of good quality the tints and colours and patterns of
     such decoration in the last year of the term to be approved by the Landlord
     such approval not to be unreasonably withheld or delayed

4.6  Access of Landlord and notice to repair
     ---------------------------------------

     4.6.1 To permit the Landlord subject to Clause 7.6

           (a)  to enter upon the Premises for the purpose of ascertaining that
                the covenants and conditions of this Lease have been observed
                and performed and generally for the purpose of exercising the
                rights reserved in Paragraph 3 of Part B of the First Schedule

           (b)  to view the state of repair decoration and condition of the
                Premises and take schedules and inventories as necessary

           (c)  to give to the Tenant a notice specifying any repairs cleaning
                maintenance or decoration which the Tenant has failed to execute
                in breach of the terms of this Lease and to request the Tenant
                to execute the same

     4.6.2 As soon as practicable following receipt of the same to repair
           cleanse maintain and paint the Premises as properly required by such
           notice

     4.6.3 If within two months of the service of such a notice (or such other
           period specified in the notice as is reasonable) the Tenant shall not
           have

                                     -15-
<PAGE>

           commenced and thereafter be proceeding diligently with the execution
           of the work referred to in the notice or shall fail to complete the
           work within four months or such shorter period as the Landlord's
           Surveyor acting reasonably deems reasonable in light of the urgency
           and time required to carry out such work to permit the Landlord to
           enter the Premises to execute such work as may be necessary to comply
           with the notice and to pay to the Landlord the proper cost incurred
           by the Landlord of so doing and all proper expenses reasonably and
           properly incurred by the Landlord in connection therewith (including
           legal costs and surveyor's fees) within fourteen days of a written
           demand made of the Tenant

     4.6.4 At any time during the Term to permit persons (subject to Clause 7.6)
           with the written authority of the Landlord or its agent to view the
           Premises in connection with a sale of the reversionary interest or in
           connection with the grant of a new lease of the Premises during the
           last six months before expiration of the Term where this Lease is not
           subject to renewal pursuant to Part II of the Landlord and Tenant Act
           1954

4.7  Alterations
     -----------

     4.7.1 Not without the consent of the Landlord (such consent not to be
           unreasonably withheld or delayed) to erect remove or alter any
           partitioning within the Premises or make any other internal
           non-structural alterations additions or improvement to the Premises
           except in accordance with the plans and specifications thereof
           previously submitted at the Tenant's expense in triplicate to and
           approved by the Landlord in writing (such approval not to be
           unreasonably withheld or delayed) and to indemnify the Landlord from
           and against any claim for

                                     -16-
<PAGE>

           nuisance or annoyance caused to other tenants of the Building during
           the execution of any such alterations or additions

     4.7.2 Save as may be permitted pursuant to paragraph 4.7.1 not to make any
           other alterations or additions to the Premises

     4.7.3 At the end of the Term (if so reasonably required by the Landlord by
           notice in writing given to the Tenant not less than six months prior
           to the expiration of this Lease but not otherwise save to the extent
           that the Tenant shall always retain the right to remove its trade or
           other fixtures and fittings at the Premises) substantially to
           reinstate the Premises to the same condition as they were in at the
           date of the grant of this Lease such reinstatement to be carried out
           to the reasonable satisfaction of the Landlord's Surveyor

     4.7.4 Not to make connection with any Pipes or Plant serving the Premises
           except in accordance with plans and specifications previously
           approved by the Landlord and except with the prior consent of the
           competent statutory authority or undertaker (if appropriate)

4.8  Yield up
     --------

     At the expiration of the Term to yield up the Premises in repair and in
     accordance with the terms of this Lease and to give up all keys of the
     Premises to the Landlord or its Surveyor and remove all signs erected by
     the Tenant in or upon the Premises (save any required by Statute) and to
     make good any damage caused by such removal

4.9  Use
     ---

     Not to use or suffer the Premises or any part thereof to be used otherwise
     than for the Permitted Use

                                     -17-
<PAGE>

4.10 Signs and Advertisements
     ------------------------

     Not to affix or display to or through any window thereof any placard poster
     notice advertisement name or sign whatsoever PROVIDED THAT the Landlord
                                                  -------------
     will at the request and proper cost of the Tenant exhibit or permit the
     Tenant to exhibit the Tenant's name and business upon on or near to the
     main entrance doorway of the Building upon the nameboard provided and in
     such other reasonable places as the Landlord shall make available in manner
     uniform with that in which the names and businesses of the Landlord and
     other tenants of the Building are exhibited

4.11 Nuisance residential and user restrictions
     ------------------------------------------

     4.11.1 Not to do nor allow to remain upon the Premises anything which may
            be or become or cause a nuisance disturbance inconvenience injury or
            damage to the Landlord or its other tenants of the Building or the
            owners or occupiers of adjacent or neighbouring premises

     4.11.2 Not to use the Premises for a sale by auction or for any dangerous
            noxious noisy or offensive trade business manufacture or occupation
            nor for any illegal or immoral act or purpose or for the production
            sale distribution hire or storage of pornographic material

     4.11.3 Not to use the Premises for the sale of excisable or intoxicating
            liquors or for the purpose of a club wherein alcoholic liquors are
            supplied or consumed or for gambling or for the purpose of any
            betting transaction within the meaning of the Betting Gaming and
            Lotteries Act 1963 with or between persons resorting to the Premises
            or for any purpose connected with betting or gambling or football or
            other pools

     4.11.4 Not to sleep at the Premises other than in the Apartment

                                     -18-
<PAGE>

     4.11.5  Not to keep any animal fish reptile or bird anywhere on the
             Premises

     4.11.6  Not to stand place deposit or expose outside any part of the
             Premises any goods materials articles or things whatever for
             display or sale or for any other purpose nor cause or permit the
             Retained Parts to become obstructed or dirty PROVIDED THAT nothing
                                                          -------------
             in this Clause 4.11.6 shall oblige the Tenant to take any action
             against other tenants or occupiers of the Building or visitors to
             the Building

     4.11.7  Not to discharge into any of the Pipes or Plant serving the
             Premises or any other property any oil grease or other deleterious
             matter or any substance which shall or is likely to become a source
             of danger or injury to the drainage system of the Premises or the
             Building

     4.11.8  Not to install or use in or upon the Premises any machinery or
             apparatus which causes noise or vibration which can be heard or
             felt outside the Premises or which may cause damage to the Premises
             or the Building PROVIDED THAT the installation and proper use of
                             -------------
             normal office machinery shall not constitute a breach of this
             covenant

     4.11.9  Not to play or use any musical instrument loudspeaker tape or
             compact disc recorder gramophone radio television video or other
             equipment or apparatus that produces sound in the Premises so as to
             be heard outside the Premises if the Landlord shall in its absolute
             discretion consider such sound to be undesirable and shall give
             written notice to the Tenant to that effect

     4.11.10 Not to display any flashing lights in the Premises that can be seen
             from outside the Premises nor to display any other lighting
             arrangement that can be seen from outside the Premises if the
             Landlord shall in its

                                     -19-
<PAGE>

             reasonable discretion consider such lighting to be undesirable and
             shall give written notice to the Tenant to that effect

     4.11.11 Not to bring or permit to remain upon the Premises any safes
             machinery goods or other articles which shall or may strain or
             damage the Premises or the Building or any part of them and
             specifically not without the Landlord's written consent to load any
             floor in excess of its floor loading capacity and not to impose any
             point load which shall exceed such loading

     4.11.12 Not without the consent of the Landlord to suspend anything from
             the underside of the ceiling slab of the Premises

     4.11.13 On any application by the Tenant for the Landlord's consent under
             Clause 4.11.11 the Landlord may consult and obtain the advice of an
             engineer or other person in relation to the loading proposed by the
             Tenant and the Tenant shall repay to the Landlord within 14 days of
             demand the reasonable and proper fees of such engineer or other
             person

4.12 Alienation
     ----------

     4.12.1  Not to hold on trust for another or (save pursuant to a transaction
             permitted by and effected in accordance with the provisions of this
             Lease and except as provided in Clause 4.12.11) share or part with
             the possession of the whole or any part of the Premises or permit
             another to occupy the whole or any part of the Premises

     4.12.2  Not to charge or assign part only of the Premises

     4.12.3  Not to assign the whole of the Premises without the consent of the
             Landlord (such consent not to be unreasonably withheld or delayed)
             who

                                     -20-
<PAGE>

          shall be entitled (for the purposes of Section 19(A) of the Landlord
          and Tenant Act 1927) to withhold its consent to an assignment:

          (i)   Unless the Tenant covenants by deed with the Landlord to
                guarantee the performance by the assignee of all the covenants
                on the part of the lessee and the conditions contained in this
                Lease in the terms set out in the Fourth Schedule (as if
                reference therein to `the Guarantor' were reference to the
                Tenant) save that such guarantee shall not extend to any
                liability restriction or other requirement arising after the
                assignee is released from its covenants by virtue of the
                Landlord and Tenant (Covenants) Act 1995

          (ii)  Unless any assignee of the whole of the Premises covenants by
                deed with the Landlord to pay the Rents reserved by this Lease
                and to observe and perform all the covenants on the part of the
                tenant and the conditions contained in this Lease during the
                Term until released by virtue of the Landlord and Tenant
                (Covenants) Act 1995

          (iii) Unless (where it is reasonable so to require) in addition to the
                guarantee provided by the Tenant pursuant to Clause 4.12.3(i)
                either a surety or sureties acceptable to the Landlord (acting
                reasonably) act as sureties for the assignee in order to
                covenant (jointly and severally if more than one) with the
                Landlord that the assignee will pay the rents reserved by this
                Lease and perform and observe the covenants on the part of the
                tenant and the conditions contained in this Lease and otherwise
                in the terms set out in the Fourth Schedule hereto (as if
                reference therein to `the Guarantor' were reference to such
                sureties) or such other terms as the Landlord and the Tenant
                shall agree

                                     -21-
<PAGE>

               (both acting reasonably) or a rent deposit is provided by the
               assignee on terms and in an amount to be agreed between the
               Landlord and the Tenant (both parties acting reasonably)

          (iv) If at the date of request for consent to assignment the Tenant is
               in arrears of the Rent or any other sums due hereunder have been
               outstanding for more than 14 days

          (v)  If the Tenant fails to demonstrate to the reasonable satisfaction
               of the Landlord (acting reasonably) that the proposed assignee is
               responsible and respectable and will be able to pay the Rents and
               meet the other outgoings and liabilities arising under the Lease

          (vi) If it is otherwise reasonable to do so

4.12.4    Not to underlet the whole of the Premises without the prior consent of
          the Landlord such consent not to be unreasonably withheld or delayed
          Provided that:

          (i)  The rent to be reserved by the Tenant shall not be less than the
               open market rental value for the underlet premises without taking
               a fine or premium and

          (ii) Any underlease shall contain:

               (a)  An absolute prohibition against charging or assigning part
                    of the Premises parting with possession or sharing
                    occupation of the Premises or part thereof (save that the
                    undertenant may share occupation with Group Companies on the
                    same terms as set out in clause 4.12.11) and

                                     -22-
<PAGE>

               (b)  A prohibition against sub-letting the whole or part of the
                    Premises unless such sub-underlease shall comply with the
                    requirements of this clause 4.12 and shall take effect
                    outside the security of tenure provisions of the Landlord
                    and Tenant Act 1954 Part II and

               (c)  A covenant on the part of the undertenant to pay the rents
                    and other sums reserved by and observe and perform the
                    covenants on the lessee's part contained in the underlease
                    and not suffer or permit at or in relation to the sub-let
                    premises any act or thing which would constitute a breach of
                    such covenants or conditions

               (d)  A covenant on the part of the undertenant not to do omit
                    suffer or permit at or in relation to the sub-let premises
                    any act or thing which would cause the Tenant to be in a
                    breach of or which if done omitted suffered or permitted by
                    the Tenant would constitute a breach of the covenants on the
                    lessee's part or the conditions contained in this Lease

         (iii) Prior to entering into any Underlease the parties thereto shall
               obtain and produce to the Landlord an order from the Court
               authorizing the exclusion of Sections 24 to 28 inclusive of the
               Landlord and Tenant Act 1954 in relation to the Underletting and

          (iv) Such exclusion provisions shall be duly contained in the
               Underlease

                                     -23-
<PAGE>

4.12.5    Not to underlet part of the Offices without the prior consent of the
          Landlord such consent not to be unreasonably withheld or delayed
          Provided that:

          (i)  The rent to be reserved by the Tenant shall not be less than the
               open market rental value for the underlet premises without taking
               a fine or premium and

          (ii) Any underlease shall contain:

               (a)  An absolute prohibition against charging or assigning part
                    of the Offices parting with possession or sharing occupation
                    of the Offices or part thereof (save that the undertenant
                    may share occupation with Group Companies on the same terms
                    as set out in Clause 4.12.11) and

               (b)  A prohibition against sub-letting the whole or (subject to
                    clause 4.12.6) part of the Offices unless such
                    sub-underlease shall whilst permitting a sub sub
                    underletting (subject to the provisions hereof) contain an
                    absolute prohibition on any more remote underletting of the
                    whole or part of the Offices and in any such case shall take
                    effect outside the security of tenure provisions of the
                    Landlord and Tenant Act 1954 Part II and

               (c)  A covenant on the part of the undertenant to pay the rents
                    and other sums reserved by and observe and perform the
                    covenants on the lessee's part contained in the underlease
                    and not suffer or permit at or in

                                     -24-
<PAGE>

                    relation to the sub-let premises any act or thing which
                    would constitute a breach of such covenants or conditions

               (d)  A covenant on the part of the undertenant not to do omit
                    suffer or permit at or in relation to the sub-let premises
                    any act or thing which would cause the Tenant to be in
                    breach of or which if done omitted suffered or permitted by
                    the Tenant would constitute a breach of the covenants on the
                    lessee's part or the conditions contained in this Lease

         (iii) Prior to entering into any Underlease the parties thereto shall
               obtain and produce to the Landlord an order from the Court
               authorizing the exclusion of Sections 24 to 28 inclusive of the
               Landlord and Tenant Act 1954 in relation to the Underletting and


          (iv) Such exclusion provisions shall be duly contained in the
               Underlease

4.12.6    Not to underlet part only of the Offices without the prior consent of
          the Landlord such consent not to be unreasonably withheld or delayed
          Provided that:

          (i)  Not more than two such underlettings shall be permitted to exist
               at any one time

          (ii) The Offices shall not at any time be in the occupation of more
               than two persons as tenants or sub-tenants of whom the Tenant
               (together with all permitted Group Companies) whilst in
               occupation shall count as one

                                     -25-
<PAGE>

         (iii) The rent to be reserved by the Tenant shall be not less than the
               open market rental value for the underlet premises without taking
               a fine or premium

          (iv) Any underlease shall contain:

               (a)  An absolute prohibition against charging assigning or
                    sub-underletting of part of the underlet premises parting
                    with possession or sharing occupation of the underlet
                    premises or part thereof (save that the undertenant may
                    share occupation with Group Companies on the same terms as
                    set out in Clause 4.12.11) or (whilst permitting a
                    sub-underletting of the whole of the underlet premises)
                    against any more remote underletting hereof

               (b)  A covenant on the part of the undertenant to pay the rents
                    and other sums reserved by and observe and perform the
                    covenants on the lessee's part contained in the underlease
                    and not suffer or permit at or in relation to the sub-let
                    premises any act or thing which would constitute a breach of
                    such covenants or conditions

               (c)  A covenant on the part of the undertenant not to do omit
                    suffer or permit at or in relation to the sub-let premises
                    any act or thing which would cause the Tenant to be in
                    breach of or which if done omitted suffered or permitted by
                    the Tenant would constitute a breach of the covenants on the
                    lessee's part of the conditions contained in this Lease

                                     -26-
<PAGE>

          (v)   The term of any underlease shall not extend beyond the 29
                September 2017

          (vi)  Prior to entering into any underlease the parties thereto shall
                obtain and produce to the Landlord an order from the court
                authorizing the exclusion of Sections 24 to 28 inclusive of the
                Landlord and Tenant Act 1954 in relation to the underletting and

          (vii) Such exclusion provisions shall be duly contained in the
                underlease

     4.12.7 Not to underlet part of the Apartment nor without the prior consent
            of the Landlord such consent not to be unreasonably withheld or
            delayed to underlet the whole of the Apartment PROVIDED THAT any
                                                           -------------
            such underletting of the whole of the Apartment shall be on terms
            that:


          (i)   The sub-letting shall not confer on the sub-tenant any security
                of tenure

          (ii)  Save in the case of a service occupancy the rent to be reserved
                by the Tenant shall not be less than the open market rental
                value without taking a fine or premium

          (iii) The term of any underlease shall not extend beyond 29th
                September 2017

     4.12.8 To incorporate or procure the incorporation in every permitted
            mediate or immediate underlease of such provisions as are necessary
            to ensure that any such underlease is as far as possible consistent
            with the provisions of this Lease and save in the case of any
            underletting or sub-underletting for a term of 5 years or less that
            the rent thereunder is

                                     -27-
<PAGE>

          reviewed on the dates provided for review of rent hereunder (save
          where different provisions are appropriate to an underletting of part
          or to changed legal circumstances or the rent thereunder is expressed
          to be an appropriate proportion of the Rent hereunder from time to
          time) and that (subject to Clauses 4.12.4, 4.12.5 and 4.12.6 above)
          any further dealing with the premises thereby demised shall be subject
          to the consent of the Landlord (such consent not to be unreasonably
          withheld or delayed where the same is so prescribed in this Lease)

  4.12.9  Upon a review of the rent reserved by any such underlease to keep
          the Landlord informed at all times of the progress of such review and
          to obtain the approval of the Landlord (not to be unreasonably
          withheld or delayed) to the amount of any reviewed rent (save where
          the same is determined by any expert or arbitrator) and the identity
          of any expert or arbitrator (save where appointed by the President as
          defined in paragraph 1.5 of the Third Schedule) and to supply to the
          Landlord not less than 10 days prior to the last date for the
          submission thereof a copy of the form and any proposed submission to
          be made to any expert or arbitrator and at the expense of the Tenant
          to submit to any expert or arbitrator such representations as the
          Landlord shall reasonably require PROVIDED THAT the Landlord shall
                                            -------------
          bear the cost of preparing any such representations as it supplies to
          the Tenant for submission to the expert or arbitrator

  4.12.10 Within twenty-eight days of any assignment underlease assignment of
          underlease or charge or any transmission or other devolution of title
          relating to the Premises or any part thereof to produce for
          registration with the Landlord's solicitor a certified copy of the
          document and to pay the Landlord's solicitor's reasonable charges for
          the registration of such document such charges not being less than
          (Pounds)30 (Thirty Pounds)

                                     -28-
<PAGE>

     4.12.11 Notwithstanding Clause 4.12.1 the Tenant may share the occupation
             of the whole or any part of the Premises by license or other manner
             which does not transfer or create a legal estate with one or more
             Group Companies for so long as such companies shall remain Group
             Companies provided that the Tenant shall give to the Landlord on
             written request a statement of which Group Companies are in
             occupation of the Premises from time to time

4.13 Plans documents and information
     -------------------------------

     If called upon to do so to produce to the Landlord or the Surveyor all
     plans documents and other reasonable evidence as the Landlord may
     reasonably require in order to satisfy itself that the provisions of this
     Lease have been complied with

4.14 Landlord's costs
     ----------------

     To reimburse and indemnify the Landlord in full against all reasonable and
     proper costs fees charges disbursements and expenses (including
     specifically those payable to counsel solicitors surveyors and bailiffs)
     properly and reasonably incurred by the Landlord in relation to or
     incidental to:

     4.14.1  every application made by the Tenant for a consent or license
             required by the provisions of this Lease whether such consent or
             license is granted or refused or proffered subject to any
             qualification or condition or whether the application is withdrawn
             but not in respect of any application where consent or license is
             unlawfully refused or granted subject to an unlawful condition

     4.14.2  the proper preparation and service of a notice under the Law of
             Property Act 1925 Section 146 or incurred by or in reasonable
             contemplation of proceedings under Sections 146 or 147 of that Act
             notwithstanding that forfeiture is avoided otherwise than by relief
             granted by the Court

                                     -29-
<PAGE>

     4.14.3 the recovery or attempted recovery of arrears of rent or other sums
            properly due from the Tenant and

     4.14.4 any reasonable and proper steps taken in contemplation of or in
            connection with the preparation and service of a schedule of
            dilapidations during or within three months after the expiration of
            the Term

4.15 Indemnities
     -----------

     To be responsible for and to keep the Landlord fully indemnified against
     all losses damages actions proceedings costs expenses and liability
     properly incurred by the Landlord arising directly or indirectly out of any
     act omission or negligence of the Tenant or any persons at the Premises
     expressly or impliedly with the Tenant's authority or any breach or
     non-observance by the Tenant of the covenants conditions or other
     provisions of this Lease or any of the matters to which this demise is
     subject

4.16 Encroachment
     ------------

     4.16.1 Not to stop up darken or obstruct any windows or light belonging to
            the Premises

     4.16.2 To take all reasonable steps at the Landlord's cost to prevent any
            new window light opening doorway path passage pipe or other
            encroachment or easement being made or acquired in against out of or
            upon the Premises and to notify the Landlord as soon as reasonably
            practicable after becoming aware of the same if any such
            encroachment or easement shall be made or acquired (or attempted to
            be made or acquired) and at the request and cost of the Landlord to
            adopt such means as shall reasonably be required to prevent such
            encroachment or the acquisition of any such easement

                                     -30-
<PAGE>

     4.17 The Planning Acts
          -----------------

          4.17.1 Not to commit in relation to the Premises any breach of
                 planning control (such term to be construed in the way in which
                 it is used in the Planning Acts)

          4.17.2 Not without consent (which shall not be unreasonably withheld
                 or delayed) to apply for planning permission to carry out any
                 development in or upon the Premises or enter into an agreement
                 with the planning authority relating to the Premises and at the
                 expense of the Tenant to supply the Landlord with a copy of any
                 application for planning permission together with such plans
                 and other documents as the Landlord may reasonably require and
                 to supply as soon as reasonably practicable after receipt of
                 the same by the Tenant to the Landlord a full copy of any
                 planning permission granted to the Tenant

          4.17.3 To pay and satisfy any charge that may be imposed by the
                 appropriate authority upon any breach by the Tenant of planning
                 control or otherwise under the Planning Acts

          4.17.4 Unless the Landlord shall otherwise direct to carry out and
                 complete before the expiry of the Term any works required to be
                 carried out to or in the Premises as a condition of any
                 planning permission which may have been granted on the
                 application of and implemented by the Tenant or any subtenant
                 or occupier during the Term irrespective of the date by which
                 such works were required to be carried out

     4.18 Statutory obligations
          ---------------------

          4.18.1 At the Tenant's own expense to comply with the requirements of
                 any Statute from time to time in force or any government
                 department local

                                     -31-
<PAGE>

                 authority or other public or competent authority or court of
                 competent jurisdiction regardless of whether such requirements
                 are imposed on the Landlord the Tenant or the occupier (save
                 where such requirements are made of the Landlord or another
                 person specifically and cannot be delegated) and specifically
                 for that purpose to execute all works and provide and maintain
                 all arrangements that are required upon or in respect of the
                 Premises or the use to which the Premises are being put

          4.18.2 Not to do in or near the Premises or the Building any act or
                 thing by reason of which the Landlord or any other person
                 having a legitimate interest in the Building may under any
                 Statute incur have imposed upon it or become liable to pay any
                 penalty damages compensation costs charges or expenses

     4.19 Statutory notices etc
          ---------------------

          To give full particulars to the Landlord of any notice direction order
          or proposal for the Premises made given or issued to the Tenant by any
          local or public authority (other than rate demands) within seven days
          of receipt and if so required by the Landlord to produce it to the
          Landlord and without delay to take all necessary steps to comply with
          the notice direction or order and at the request of the Landlord and
          joint cost of the Landlord and the Tenant to make or join with the
          Landlord in making such objection or representation against or in
          respect of any notice direction order or proposal as the Landlord
          shall reasonably deem expedient unless the same shall be contrary to
          the interests of the Tenant PROVIDED THAT the Tenant shall not be
                                      -------------
          obliged to take any action against any such matter instigated by or on
          behalf of the Tenant

     4.20 Defective premises
          ------------------

          As soon as reasonably practicable after the Tenant becoming aware of
          the same to give notice to the Landlord of any defect in the Premises
          or the structure

                                     -32-
<PAGE>

          immediately surrounding the Premises which might give rise to an
          obligation on the Landlord to do or refrain from doing any act of
          thing in order to comply with the provisions of this Lease or the duty
          of care imposed on the Landlord pursuant to the Defective Premises Act
          1972 or the Occupiers Liability Acts 1957 and 1984 or otherwise and ax
          all times to display and maintain all notices which the Landlord may
          from time to time reasonably require to be displayed at the Premises

     4.21 New Surety
          ----------

          Within twenty-eight days of the death during the Term of any Surety or
          of such person becoming bankrupt or having a receiving order made
          against him or having a receiver appointed under the Mental Health Act
          1983 or being a company passing a resolution to wind up or entering
          into liquidation or having a receiver appointed to procure some other
          person acceptable to the Landlord to execute a guarantee in respect of
          the Tenant's obligations contained in this Lease in the form of the
          Surety's covenants mutatis mutandis set out in the Fourth Schedule to
          this Lease PROVIDED THAT the provisions of this clause shall not apply
                     -------------
          in respect of any surety under an authorized guarantee agreement

     4.22 Loading and unloading
          ---------------------

          Not to convey any goods or materials to or from the Premises except
          through the Common Parts in accordance with regulations made under
          Clause 4.25 provided for the purpose

     4.23 Security and fire alarms
          ------------------------

          4.23.1 Subject to Clause 7.6 to permit the duly authorized employees
                 and agents of the Landlord and any security company responsible
                 for intruder or fire alarm and sprinkler systems in the
                 Building to enter the Premises at reasonable times and upon
                 reasonable notice for the purpose of servicing and maintaining
                 the intruder fire alarm and sprinkler systems in the Building
                 (but not connections by the Tenant thereto in

                                     -33-
<PAGE>

                 accordance with 4.23.3(a) below) provided that the Landlord or
                 such security company shall cause as little disturbance as
                 possible and shall make good any damage to the Premises or to
                 any furniture fittings stock or equipment in the Premises
                 caused by such entry

          4.23.2 Subject to Clause 7.6 to permit the duly authorized employees
                 and agents of the Landlord and any security company to have
                 such access to the Premises as may be required in the event of
                 an intruder or fire alarm call

          4.23.3 Not to install or maintain in the Premises any equipment or
                 apparatus which:

                 (a)  is intended to be an extension of the intruder alarm or
                      fire alarm systems and to be connected to either such
                      system other than such apparatus or equipment as is
                      compatible with the equipment of such systems and that has
                      been approved by the Landlord (such approval not to be
                      unreasonably withheld or delayed) or

                 (b)  which may adversely affect the performance of the intruder
                      or fire alarm systems

          4.23.4 Not to make any connection to such systems without the consent
                 of the Landlord (such consent not to be unreasonably withheld
                 or delayed)

     4.24 Heating cooling and ventilation
          -------------------------------

          4.24.1 Not to do anything either by act or omission which adversely
                 interferes with the heating cooling air conditioning or
                 ventilation of the Common Parts or which imposes material
                 additional load on or imbalance in the heating cooling air
                 conditioning or ventilation plant and equipment

                                     -34-
<PAGE>

     4.25 Regulations
          -----------

          To comply with all reasonable regulations consistent with the terms of
          this Lease as may be made by the Landlord from time to time for the
          proper management of the Building or the comfort and convenience of
          its occupiers and notified to the Tenant in writing including
          regulations as to the disposal of refuse and parking and as to the
          Premises and the times during which any part of the Common Parts shall
          be closed for repairing refurbishing servicing cleaning or
          redecorating or some other reasonable purpose

5.   The Landlord's Covenants
     ------------------------

     The Landlord covenants with the Tenant:

     5.1  Quiet Enjoyment
          ---------------

          To permit the Tenant peaceably and quietly to hold and enjoy the
          Premises without any interruption or disturbance from or by the
          Landlord or any person claiming under or in trust for the Landlord or
          by title paramount

     5.2  Services
          --------

          To manage and administer the Building or procure the Building to be
          managed and administered in a manner consistent with the principles of
          good estate management and specifically to provide such of the
          services referred to in Part C of the Second Schedule as shall or may
          be appropriate for the time being (including such additional or
          alternative services as are referred to in paragraph 14 of Part C of
          the Second Schedule) AND to discharge such of the outgoings in respect
                               ---
          of the Building as are referred to in Part D of the Second Schedule

          AND the Landlord may in its absolute discretion employ surveyors
          ---
          accountants managers staff outside contractors and other persons
          reasonably required for the purpose of providing such of the services
          and facilities specified in Parts C and D of the Second Schedule as
          the Landlord may from time to time reasonably determine PROVIDED THAT
                                                                  -------------
          the Landlord shall not be liable to the Tenant in respect of any
          failure or interruption in any of the Services by reason of necessary

                                     -35-
<PAGE>

          repair replacement maintenance of any installations or apparatus or
          their damage or destruction or by reason of mechanical or other defect
          or breakdown or frost or other inclement conditions or the occurrence
          of any of the Insured Risks or shortage of fuel materials water or
          labour or any other cause beyond the Landlord's reasonable control

     5.3  Enforcement of Defects
          ----------------------

          5.3.1 Where the Tenant's reasonable use and enjoyment of the Premises
                and Building would otherwise be materially prejudiced or where
                the Service Charge payable by the Tenant would otherwise be
                materially increased the Landlord shall take all reasonable
                steps to enforce or procure the enforcement of or seek
                compensation pursuant to the provisions contained in the
                Landlord's building contract for the construction of the
                Building and/or in the warranties benefiting the Landlord and
                which relate to the construction of the Premises or Building for
                the remedying of defects which arise in the first twelve years
                after the date of completion of the Lease.

          5.3.2 The Landlord need not take the steps to enforce its remedies
                referred to in Clause 5.3.1 above:

                (a)  where the costs of the necessary repairs is or is
                     reasonably anticipated to be less than (Pounds)5,000; or

                (b)  if the Landlord has obtained a written opinion of counsel
                     (of at least ten years call), that any such enforcement
                     action as described in Clause 5.3.1 has no reasonable
                     prospect of success

                and in the latter case the Tenant shall be entitled to copies of
                the written instructions to and the written opinion of Counsel

                                     -36-
<PAGE>

          5.3.3 The due proportion of all and any costs incurred by the Landlord
                in remedying any such defect and of the reasonable and proper
                professional fees properly incurred by the Landlord in pursuit
                of any such enforcement action shall be recoverable from the
                Tenant via the service charge provisions in the Lease

          5.3.4 The Landlord shall diligently pursue any such enforcement action
                as referred to above

          5.3.5 All monies (including any award of costs) recovered by the
                Landlord pursuant to any such enforcement action as referred to
                above shall be credited to the service charge account within 14
                days of receipt

6.   Insurance
     ---------

     6.1  Landlord to Insure
          ------------------

          The Landlord covenants with the Tenant:

          6.1.1 to insure the Building in accordance with Clause 6.2 (unless
                such insurance shall be vitiated by any act of the Tenant or by
                anyone at the Premises expressly or by implication with the
                Tenant's authority)

          6.1.2 to insure against any liability of the Landlord to third parties
                arising out of or in connection with any matter involving or
                relating to the Building including specifically public liability
                and the Landlord's liability as employer and

          6.1.3 to insure against the loss of Rent and Service Charge and any
                VAT thereon

          6.1.4 not to cease cover in respect of any of the Insured Risks and
                specifically terrorism without first notifying the Tenant in
                writing

                                     -37-
<PAGE>

     6.2  Details of the Insurance
          ------------------------

          Insurance shall be effected with such insurers of good repute and
          through such agency as the Landlord may from time to time decide:

          6.2.1 In respect of the insurance referred to in Clause 6.1.1 above
                for such sum as the Landlord shall from time to time consider to
                be the full cost of rebuilding and reinstating the Building
                including fees of architects surveyors and other professional
                persons fees payable upon any applications for Permissions (as
                hereinafter defined) the cost of debris removal demolition site
                clearance any works that may be required by any Statute and any
                other incidental expenses against damage or destruction by the
                Insured Risks to the extent that such insurance may ordinarily
                be arranged for properties such as the Building and subject to
                such excesses exclusions or limitations as the Insurers may
                require

          6.2.2 in respect of the insurance referred to in Clause 6.1.2 above in
                such amount and in such terms as the Landlord shall reasonably
                consider appropriate

          6.2.3 for the loss of Rent and Service Charge payable under this Lease
                from time to time (having regard to any review of Rent which may
                become due under this Lease) for three years or such longer
                period as the Landlord acting reasonably may from time to time
                deem to be necessary or (where such insurance includes this
                Lease and other leases) such proportion reasonably attributed to
                this Lease from time to time by the Surveyor acting as an expert
                and not as an arbitrator

     6.3  Payment of Insurance Rent
          -------------------------

          The Tenant shall pay the Insurance Rent on the date of this Lease for
          the period from and including the Service Charge Commencement Date to
          the day before the next policy renewal date and subsequently the
          Tenant shall pay the Insurance

                                     -38-
<PAGE>

          Rent within fourteen days of demand and (if so demanded not more than
          one month before such date) in advance of the policy renewal date

     6.4  Suspension of Rent Reinstatement and Termination
          ------------------------------------------------

          6.4.1 If and whenever during the Term:

                (a)  the Premises or its essential accesses or services or any
                     necessary part of the Building or any part of them are
                     damaged or destroyed by any of the Insured Risks so that
                     the Premises or car parking spaces designated for the use
                     of the Tenant are unfit for occupation or use or
                     inaccessible and

                (b)  save to the extent that payment of the insurance money is
                     refused in whole or in part by reason of any act or default
                     of the Tenant or anyone at the Premises expressly or by
                     implication with the Tenant's authority

                the provisions of Clauses 6.4.2 and 6.4.3 shall have effect

          6.4.2 When the circumstances contemplated in Clause 6.4.1 arise:

                (a)  the Rent and Service Charge Rent or a fair proportion of
                     the Rent and Service Charge Rent according to the nature
                     and the extent of the damage sustained shall cease to be
                     payable until (subject to the Landlord giving the Tenant
                     not less than fourteen days notice of the projected
                     completion of the same) the date when the Premises or (as
                     the case may be) its essential accesses or services or any
                     necessary part of the Building shall have been rebuilt or
                     reinstated so that the Premises and or the car parking
                     spaces are capable in the reasonable opinion of the
                     Landlord's Surveyor of being used for the purpose for which
                     they are used (the amount

                                     -39-
<PAGE>

                     of such proportion and the period during which the Rent and
                     Service Charge Rent shall cease to be payable to be
                     determined in default of agreement between the parties by
                     an independent surveyor acting as an expert and not as an
                     arbitrator) PROVIDED THAT on any occasion that the Rent and
                                 -------------
                     Service Charge Rent are suspended in accordance with this
                     clause 6.4 before the Rent Commencement Date (whether as
                     originally specified or as subsequently postponed by a
                     previous operation of this proviso) then the Rent
                     Commencement Date shall be postponed or (as the case may
                     be) further postponed by a period equal to the period of
                     that rent suspension

                (b)  the Landlord shall use all reasonable endeavours to obtain
                     as soon as reasonably practicable all planning permissions
                     or other permits and consents that may be required under
                     the Planning Acts or other statutes (if any) to enable the
                     Landlord to rebuild and reinstate (in this Clause 6.4
                     called "Permissions")

                (c)  the Landlord shall refund to the Tenant the proportion of
                     the Rents paid by the Tenant in advance for the period from
                     and including the date of damage by the Insured Risk to but
                     excluding the next following Quarter Day

          6.4.3 Subject to the provisions of Clauses 6.6.1 and 6.6.2 the
                Landlord shall as soon as practicable after the Permissions have
                been obtained or as soon as practicable where no Permissions are
                required apply all money received in respect of such insurance
                (except sums in respect of loss of Rent and Service Charge Rent)
                in rebuilding or reinstating the Premises and its essential
                accesses and services (as the case may be) making up any
                deficiency out of the Landlord's own money (and not for the

                                     -40-
<PAGE>

                avoidance of doubt charging the whole or any part of any
                deficiency to the Tenant by means of the Service Charge
                Rent)

     6.5  Reinstatement following damage by uninsured Acts of Terrorism
          -------------------------------------------------------------

          6.5.1 If and whenever during the Term the Premises or its essential
                accesses or services or any necessary part of the Building or
                any part of them are damaged or destroyed by Acts of Terrorism
                if the same shall not be an Insured Risk then the Landlord may
                elect within the period of twelve months following the date of
                such damage or destruction (the Election Period) by notice in
                writing to the Tenant (the Election Notice) to reinstate the
                Premises and its essential accesses and services and any
                necessary part of the Building (as the case may be) so destroyed
                or damaged

          6.5.2 If the Landlord shall have served the Election Notice in
                accordance with Clause 6.5.1 the Landlord shall use all
                reasonable endeavours to obtain as soon as reasonably
                practicable all planning permissions or other permits and
                consents that may be required under the Planning Acts or other
                statutes (if any) to enable the Landlord to rebuild and
                reinstate (in this Clause 6.5 called Permissions)

          6.5.3 Subject to the provision of clauses 6.6.1 and 6.6.2 the Landlord
                shall as soon as reasonably practicable after the Permissions
                have been obtained or as soon as practicable where no
                Permissions are required rebuild or reinstate the Premises and
                its essential accesses and services and any necessary part of
                the Building (as the case may be) and shall indemnify the Tenant
                from and against all costs and expenses in so doing

          6.5.4 If the Landlord elects in writing to the Tenant within the
                Election Period not to reinstate the Premises or its essential
                accesses or services or any

                                     -41-
<PAGE>

                necessary part of the Building so damaged or destroyed or shall
                not have served the Election Notice within the Election Period
                then the Term will absolutely cease but without prejudice to any
                rights or remedies that may have accrued to either party against
                the other

          6.6.1 The Landlord shall not be liable to rebuild or reinstate the
                Premises or the Retained Parts if and for so long as such
                rebuilding or reinstatement is prevented by circumstances beyond
                the control of the Landlord (which shall not include the
                financial circumstances of the Landlord) nor shall the Landlord
                be obliged to rebuild a facsimile of the same (although the
                Landlord shall rebuild accommodation providing substantially
                comparable usable premises to those existing at the date of the
                damage or destruction)

          6.6.2 If upon the expiry of either the period in respect of which the
                Landlord shall be compensated for loss of the Rent and Service
                Charge Rent by insurance or (if the Landlord shall not be
                entitled to the proceeds of any such insurance) three years
                works of rebuilding or reinstatement of the Premises or its
                essential accesses or services or any necessary part of the
                Building have not been completed so as to render the Premises
                and car parking spaces fit for occupation and use either party
                may by notice served at any time within six months of the expiry
                of such period invoke the provisions of this clause and
                thereupon;

                (a)  the Term will absolutely cease but without prejudice to any
                     rights or remedies that may have accrued to either party
                     against the other and

                (b)  all money received in respect of the insurance effected by
                     the Landlord pursuant to this clause shall belong to the
                     Landlord

                                     -42-
<PAGE>

                (c)  the Landlord shall refund to the Tenant a proportion of the
                     Rents paid by the Tenant (if any) in respect of any period
                     after the termination of the Term in accordance with the
                     provisions of this clause

     6.7  Tenant's insurance covenants
          ----------------------------

          The Tenant covenants with the Landlord:

          6.7.1 To comply with all the requirements and recommendations of the
                insurers

          6.7.2 Subject to receipt of a copy of the appropriate policy of
                insurance in force from time to time not to do or omit anything
                that could cause any policy of insurance on or in relation to
                the Premises to become void or voidable wholly or in part nor
                (unless the Tenant shall have previously notified the Landlord
                and have agreed to pay the increased premium) anything by which
                additional insurance premiums may become payable provided that
                the Tenant shall redeemed to have agreed to pay any increased
                premium payable in respect of any change by the Tenant in the
                use of the Premises

          6.7.3 To keep the Premises supplied with such fire fighting equipment
                sprinklers and alarm systems as the insurers and the fire
                authority may require and to maintain such equipment to their
                satisfaction and in efficient working order and compatible with
                the requirements of the Building and as often as the insurers or
                fire authority shall require to cause any sprinkler system and
                other fire fighting equipment and systems to be inspected by a
                competent person

          6.7.4 Not to store or bring onto the Premises any article substance or
                liquid of a specially combustible inflammable or explosive
                nature other than

                                     -43-
<PAGE>

                normal office items and or cleaning materials which shall be
                stored and used in accordance with the supplier or
                manufacturer's requirements and to comply with the requirements
                and recommendations of the fire authority and the requirements
                of the Landlord as to fire precautions relating to the Premises

          6.7.5 Not to obstruct the access to any fire equipment or means of
                escape from the Premises nor to lock any fire door (other than
                by means of a lock which may be broken in the event of an
                emergency)

          6.7.6 To give notice to the Landlord as soon as reasonably practicable
                after the happening of any of the Insured Risks or any event
                (including any change of use of the Premises) which might affect
                any insurance policy on or relating to the Premises or the
                Building

          6.7.7 If at any time the Tenant shall be entitled to the benefit of
                any insurance on the Premises (which is not effected or
                maintained in pursuance of any obligation contained in this
                Lease) to apply all money received by virtue of such insurance
                in making good the loss or damage in respect of which such money
                shall have been received

          6.7.8 To notify the Landlord of the reinstatement value of fixtures
                and fittings (other than tenants or trade fittings) installed in
                the Premises by the Tenant as soon as reasonably practicable
                after installation and thereafter at least once in every year if
                requested by the Landlord but so that the Landlord shall not be
                liable for any failure to insure any such items unless notified
                in accordance with this Clause 6.7.8

     6.8  Landlord's insurance covenants
          ------------------------------

          The Landlord covenants with the Tenant in relation to the policy of
          insurance effected by the Landlord pursuant to its obligations
          contained in this Lease to

                                     -44-
<PAGE>

          produce to the Tenant on demand reasonable evidence of the terms of
          the policy and the fact that the last premium has been paid and to
          notify the Tenant of any material change in the risks covered by the
          policy from time to time

     6.9  Commission
          ----------

          Any commission or agency fee paid or made to the Landlord in respect
          of any insurances in respect of the Premises and/or the Building
          placed by the Landlord and/or its managing agents may be retained by
          the Landlord for its own account

7.   Provisos
     --------

     7.1  Re-Entry
          --------

          If and whenever during the Term:

          7.1.1 the Rents (or any of them or any part of it) under this Lease
                are outstanding for twenty-one days after becoming due whether
                formally demanded or not or

          7.1.2 the Insurance Rent or Service Charge Rent (or either of them)
                are outstanding for twenty-one days after demand or

          7.1.3 there is a breach by the Tenant of any covenant or other term of
                this Lease or any document supplemental to this Lease or

          7.1.4 an individual Tenant becomes bankrupt or

          7.1.5 a company Tenant

                (a)  enters into liquidation whether compulsory or voluntary
                     (but not if the liquidation is for amalgamation or
                     reconstruction of a solvent company) or

                                     -45-
<PAGE>

                (b)  has a receiver or administrative receiver appointed or

          7.1.6 the Tenant enters into an arrangement for the benefit of its
                creditors the Landlord may re-enter the Premises (or any part of
                them in the name of the whole) at any time and then the Term
                will absolutely cease but without prejudice to any rights or
                remedies which may have accrued to either party against the
                other in respect of any breach of covenant or other term of this
                Lease (including the breach in respect of which the re-entry is
                made)

     7.2  Party walls
          -----------

          The internal non-load bearing walls which divide the Premises from the
          adjoining premises in the Building and from the Retained Parts shall
          be deemed to be party walls within the meaning of the Law of Property
          Act 1925 Section 38 and shall be maintained at the equally shared
          expense of the Tenant and the other respective estate owners

     7.3  Covenants relating to adjoining premises
          ----------------------------------------

          Nothing contained in or implied by this Lease shall give the Tenant
          the benefit of or the right to enforce or to prevent the release or
          modification of any covenant agreement or condition entered into by
          any tenant of the Landlord in respect of any property not comprised in
          this Lease

     7.4  Rights Easements etc
          --------------------

          7.4.1 The operation of the Law of Property Act 1925 Section 62 shall
                be excluded from this Lease and the only rights granted to the
                Tenant are those expressly set out in this Lease and such
                further ancillary rights that arise under the general law or by
                necessary implication and the Tenant shall not by virtue of this
                Lease be deemed to have acquired or be entitled to and the
                Tenant shall not during the Term acquire or become

                                     -46-
<PAGE>

                entitled by any means whatever to any easement right privilege
                or title from or over or affecting any other land or premises
                now or at any time after the date of this Lease belonging to the
                Landlord and not comprised in this Lease

          7.4.2 Any rights excepted and reserved by the Landlord and those
                authorized by it as set out in Part B of the First Schedule
                shall be exercised only to the extent that they do not
                materially and adversely affect or interfere with the Premises
                the business carried on there or the rights expressly granted to
                the Tenant

     7.5  Disputes with adjoining occupiers
          ---------------------------------

          If any dispute arises between the Tenant and the tenants or occupiers
          of other parts of the Building as to any easement right privilege or
          title in connection with the use of the Premises and any other part of
          the Building or as to the boundary structures separating the Premises
          from any other property it shall be decided by the Surveyor acting as
          an expert and not as an arbitrator

     7.6  Entry
          -----

          Any entry upon the Premises by the Landlord or by any person
          authorized under this Lease to enter and/or in connection with the
          rights referred to in Part B of the First Schedule shall be at
          reasonable times and upon reasonable notice and subject to the proviso
          that the Landlord shall make good all physical damage caused to the
          Premises and any Tenant's fixtures and fittings and effects in the
          exercise of any such right but shall not be responsible for any loss
          of trade or other consequential loss resulting or alleged to result
          from the proper exercise of such right of entry and the Tenant shall
          have the right to require that the Landlord or such other authorized
          person shall at all times be accompanied by a representative of the
          Tenant

                                     -47-
<PAGE>

     7.7  Accidents
          ---------

          The Landlord shall not be responsible to the Tenant or to anyone at
          the Premises or the Building expressly or by implication with the
          Tenant's authority for any accident happening or injury suffered or
          for any damage to or loss of any chattel sustained in the Premises
          unless as a result of any willful or negligent act or omission of the
          Landlord its servants or agents

     7.8  Perpetuity period
          -----------------

          The perpetuity period applicable to this Lease shall be eighty years
          from the commencement of the Term

     7.9  Exclusion of use warranty
          -------------------------

          Nothing in this Lease or in any consent granted by the Landlord under
          this Lease shall imply or warrant that the Premises may lawfully be
          used under the Planning Acts for the purpose authorized in this Lease
          (or any purpose subsequently authorized)

     7.10 Change in Base Rate
          -------------------

          Should the base rate referred to in Clause 4.1.3 cease to exist or be
          published then for the purpose of construing this Lease any reference
          to base rate shall be to such rate of interest as is most closely
          comparable with such base rate and to be agreed by the parties or (in
          case of dispute) determined by an independent Surveyor acting as an
          expert and not as an arbitrator

     7.11 After Vacation
          --------------

          If more than ten working days after the Tenant has vacated the
          Premises on the expiry of the Term any property of the Tenant remains
          in or on the Premises

          7.11.1 the Landlord may as the agent of the Tenant sell such property
                 and the Tenant will indemnify the Landlord against any
                 liability incurred by it to any third party whose property
                 shall have been sold by the Landlord in

                                     -48-
<PAGE>

                 the mistaken belief held in good faith (which shall be presumed
                 unless the contrary be proved) that such property belonged to
                 the Tenant

          7.11.2 the Landlord shall be entitled to deduct out of the proceeds of
                 such sale all amounts of Rent Insurance Rent and Service Charge
                 Rent due from the Tenant under the terms of this Lease
                 including sums payable under paragraph 3 of the Fourth Schedule
                 all the amount of dilapidations and professional fees in
                 connection therewith the costs of storage and sale reasonably
                 incurred

     7.12 Service of Notices
          ------------------

          The provisions of the Law of Property Act 1925 Section 196 as amended
          by the Recorded Delivery Service Act 1962 shall apply to the giving
          and service of all notices and documents under or in connection with
          this Lease except that any notice or document shall also be
          sufficiently served if sent by telex telephonic facsimile transmission
          or any other means of electronic transmission to the party to be
          served (including the Surety if any) and service by such means shall
          be deemed to be effected on the day of transmission if transmitted
          before 4.00 pm on a working day but otherwise on the next following
          working day

     IT IS HEREBY CERTIFIED that there is no Agreement for Lease to which this
     ----------------------
Lease gives effect

     IN WITNESS whereof the parties have executed this document as a deed the
     ----------
day and year first above written

                                     -49-
<PAGE>


                                 FIRST SCHEDULE

                                     PART A
                                     -------

                                 Rights granted
                                 --------------

1.   Common Parts
     ------------

     The right for the Tenant its invitees and customers on a 24 hour per day
     365 day per year basis (in common with the Landlord and all other persons
     having a like right) to use the Common Parts and the Car Park or such part
     or parts thereof and facilities therein as may be designated or reasonably
     necessary for the use of the Premises and the exercise of the right
     referred to in paragraph 4 of this Part A of the First Schedule in each
     case for all proper purposes in connection with the use and enjoyment of
     the Premises subject to such reasonable rules and regulations relating to
     the use thereof as the Landlord may prescribe from time to time (but which
     shall not conflict with such right)

2.   Pipes and Plant
     ---------------

     The right for the Tenant (in common with the Landlord and all other persons
     having a like right) to the free passage and running (subject to temporary
     interruption for repair alteration or replacement or due to the occurrence
     of any of the Insured Risks) of water sewage gas electricity air telephone
     and other services or supplies to and from the Premises in and through the
     Pipes and Plant that now serve the Premises presently laid or laid during
     the Term in or under or over other parts of the Building

3.   Support
     -------

     The right of support protection and shelter for the benefit of the Premises
     as is now or may during the Term be enjoyed from all other parts of the
     Building

4.   Car Park
     --------

     The right to park private motor vehicles in the two car park spaces in the
     Car Park allocated from time to time by the Landlord to the Tenant


                                     -50-
<PAGE>

5.   Signage
     -------

     The right to display at the entrance to the Building and in the Common
     Parts at the entrance to the Premises in a position approved by the
     Landlord signs showing the name and business of any or every permitted
     occupier of the Premises or any part thereof such signs to be in a style to
     be approved by the Landlord (such approval not to be unreasonably withheld
     or delayed)


                                     PART B
                                     ------

                                 Rights reserved
                                 ---------------


1.   Use of Pipes and Plant
     ----------------------

     The right to the free and uninterrupted passage and running of water sewage
     gas electricity air telephone and other services or supplies from and to
     other parts of the Building in and through the Pipes and Plant which now
     are or may during the Term be in on under or over the Premises

2.   Construction of Pipes and Plant
     -------------------------------

     The right to construct install and maintain in on under or over the
     Premises at any time during the Term whether in their existing positions or
     not any Pipes and Plant for the benefit of any other part of the Building
     PROVIDED THAT the Landlord shall not construct or install any such Pipes or
     -------------
     Plant if it is not reasonably possible to construct or install the same in
     the Common Parts or the Retained Parts

3.   Access
     ------

     3.1  The right to enter such parts of the Premises as may be necessary and
          for such periods only as may be reasonably necessary (but subject to
          Clause 7.6):

                                      -51-
<PAGE>

          3.1.1 to carry out work or do anything whatever comprised within the
                Landlords obligations in this Lease and to exercise properly and
                reasonably any of the rights granted to the Landlord by this
                Lease

          3.1.2 to view the state and condition of and repair and maintain the
                Building where such viewing or work would not otherwise be
                reasonably practicable

          3.1.3 to inspect cleanse connect to repair remove replace with others
                alter or execute any necessary or reasonably desirable works to
                or in connection with the Pipes Plant easements or services
                referred to in this Schedule

          3.1.4 to investigate any intruder or fire alarm call at the Premises
                or which the Landlord reasonably believes relate to the Premises
                and generally in the interests of the security of the Building

          PROVIDED THAT the Landlord shall make good all damage caused by such
          -------------
          entry

     3.2  The right with the Surveyor and any person acting as the third party
          determining the Rent in default of agreement between the parties under
          the provisions for rent review contained in this Lease at hours
          convenient to the Tenant (acting reasonably) and to enter and to
          inspect and measure the Premises for all purposes connected with such
          rent review or any renewal of this Lease under the Landlord and Tenant
          Act 1954

4.   Scaffolding
     -----------

     The right to erect scaffolding ladders and other Plant for any purpose
     connected with or related to the Building when the same is reasonably
     required notwithstanding that such scaffolding ladders and other Plant may
     temporarily restrict the access to or use and enjoyment of the Premises
     PROVIDED THAT the Premises shall remain accessible and
     -------------

                                      -52-
<PAGE>

     usable at all times in a reasonable manner by the Tenant and the Landlord
     shall procure that any scaffolding is retained for as short a period as
     possible

5.   Support etc
     -----------

     The rights of light air support protection shelter and all other easements
     and rights now or after the date of this Lease belonging to or enjoyed by
     other parts of the Building

6.   Light
     -----

     Full right and liberty at any time after the date of this Lease to alter
     demolish build rebuild extend in height or otherwise any existing
     structures or to erect new structures within adjoining or forming part of
     the Building (such expression here excluding the Premises and services and
     access to the Premises) in such manner as the Landlord shall think fit
     provided that the same does not materially obstruct affect or interfere
     with the amenity of or access to the Premises or the passage of light and
     air to the Premises

7.   Use of walls and Pipes and Plant
     --------------------------------

     Subject to the proviso to paragraph 2 of this Schedule full right and
     liberty to take into use all walls and (other than those exclusively
     serving the Premises) Pipes and Plant within the Premises and to build upon
     connect with or otherwise use the same

8.   Signs
     -----

     Full right and liberty for the Landlord or other persons authorized by or
     on behalf of the Landlord to affix at any time during the Term to the
     outside flank or rear main walls of the Premises or to blank elevations of
     any other part of the Building any such items as the Landlord may
     reasonably consider to be requisite or desirable building block names fire
     or other emergency escape information panels including specifically
     advertising or promotional panels kiosks or other articles or structures of
     a like nature public lighting brackets (with lamps attached) seats street
     names vending machines and waste paper receptacles PROVIDED THAT the same
                                                        -------------
     shall not materially obstruct affect or interfere with the amenity of or
     access to the Premises or the passage of light and air to the Premises

                                      -53-
<PAGE>

9.   Variation of use of Common Parts and Service Areas
     --------------------------------------------------

     Full right and liberty to control (which in this paragraph shall mean to
     control regulate vary or terminate) the use of all Common Parts and
     specifically:

     9.1  To control pedestrian or vehicular traffic thereon or on any part
          thereof and to erect such signs for the purpose as may be appropriate

     9.2  To control the use of or access to the whole or any part of the Common
          Parts provided that the Landlord shall where appropriate and
          practicable make available reasonable alternative use or access and
          shall in any event ensure that the Tenant's access to the Premises is
          not at any time completely prevented

     9.3  To control car parking by way of installing barriers or otherwise
          (subject to the Tenant being provided with any necessary means to be
          able to pass and repass any such barriers or other control at all
          times)

10.  Party Walls
     -----------

     Full right and liberty to build on or into any party wall of the Premises
     subject to making good any damage caused thereby


                                     PART C
                                     ------

            Particulars of matters to which the Premises are subject
            --------------------------------------------------------

The Entries in the Property Registers of the above Titles and in entry Numbers 1
to 4 inclusive of the Charges Register of Title Number LN 26420 and in Entry
Numbers 1 to 3 inclusive of the Charges Register of Title Number LN 27480

                                      -54-
<PAGE>

                                 SECOND SCHEDULE
                                 ---------------

                                 Service Charge
                                 --------------

                                     PART A
                                     ------

                                   Definitions
                                   -----------


1.   "Services" means the services facilities and amenities specified in Part C
     of this Schedule

2.   "Additional Items" means the matters specified in Part D of this Schedule

3.   "Annual Expenditure" means:

     3.1  All costs expenses and outgoings whatever together with VAT thereon
          reasonably and properly incurred by the Landlord (and not recoverable
          as input tax) during a Financial Year or part thereof in or incidental
          to the provision of all or any of the Services and

     3.2  All sums reasonably and properly incurred by the Landlord during a
          Financial Year in relation to the Additional Items and any VAT payable
          on such items which is not recoverable as input tax but:

     3.3  Excluding:

          3.3.1 any expenditure in respect of any part of the Building for which
                the Tenant or any other tenant or occupier shall be wholly
                responsible or would be if the same were let on terms similar to
                those contained in this Lease where such part is a Lettable Unit
                and

                                      -55-
<PAGE>

          3.3.2 any expenditure which shall (or would if such insurance were
                properly in place) be met under any policy of insurance
                covenanted to be maintained by the Landlord pursuant to its
                obligations in this Lease or arising as a result of Acts of
                Terrorism and

          3.3.3 the initial capital cost of the construction of the Building and
                the provision of Plant and machinery prior to the date of this
                Lease and

          3.3.4 any costs or fees incurred in relation to the grant of this
                Lease or any other lease of any part of the Building (including
                without limitation any inducements provided to procure the
                letting of any Lettable Unit or any costs incurred in connection
                with preparing or altering space for an occupier of any part of
                the Building) and

          3.3.5 the costs incurred in relation to the marketing renewal
                replacement maintenance repair or decoration of any Lettable
                Unit other than the Premises and

          3.3.6 costs incurred in relation to any proceedings to recover the
                Rents or sums equivalent to the Rents payable by any lessee or
                occupier of any part of the Building

          3.3.7 any costs and expenses relating to any renewals improvements to
                or upgrading of the Building or any part of it unless necessary
                for the purposes of or in the course of repair or maintenance of
                a high class West End office building

          3.3.8 any expenditure in respect of which the Landlord is able to
                recover the cost thereof from any party or to secure repair or
                maintenance works

                                      -56-
<PAGE>

               from any party including (without limitation) by way of warranty
               claims or claims under guarantees

     3.4  Including (when any expenditure is incurred in relation to the
          Building and other premises or expenditure is shared with other
          premises) save (in each case) where such other premises comprise a
          Lettable Unit the proportion of such expenditure paid by the Landlord
          or which is reasonably attributable to the Building to be determined
          from time to time by the Surveyor (acting as an expert and not as an
          arbitrator) and

4.   "Calculation Date" means 30th June in every year of the Term or such other
     date as the Landlord may from time to time nominate and "Calculation Dates"
     shall be construed accordingly

5.   "Financial Year" means the period:

     5.1  From the commencement of the Term to and including the first
          Calculation Date and subsequently

     5.2  Between two consecutive Calculation Dates (from and including the day
          following the first Calculation Date up to and including the second
          Calculation Date)

     5.3  From the last Calculation Date to and including the expiration of the
          Term

                                      -57-
<PAGE>

                                     PART B
                                     ------

          Performance of the Services and payment of the Service Charge
          -------------------------------------------------------------


1.   Calculation of the Service Charge Rent
     --------------------------------------

     The Landlord shall procure that the Accountant shall as soon as is
     reasonable after each Calculation Date prepare and certify an itemized
     account showing the Annual Expenditure for the Financial Year ending on and
     including that Calculation Date (save in respect of the last Financial Year
     of the Term when it shall end on and including the date of expiration of
     the Term) and containing a fair summary of the expenditure referred to in
     it and the Landlord shall produce to the Tenant a copy of such certified
     account as soon as reasonably practicable after the same has been certified
     and the Tenant shall be entitled by appointment to inspect the amounts
     relating to the Annual Expenditure and supporting vouchers and receipts at
     such location as the Landlord reasonably directs


2.   Payment of Service Charge Rent
     ------------------------------

     2.1  The Tenant shall pay on demand for the period from and including the
          Service Charge Commencement Date to but excluding the Quarter Day
          after demand and thereafter on the next and each subsequent Quarter
          Day a provisional sum calculated upon an itemized and reasonable
          estimate by the Landlord's Surveyor acting as an expert and not as an
          arbitrator of what the Annual Expenditure is likely to be for the
          twelve months expiring on and including the next Calculation Date and
          payable in four equal installments

     2.2  If the Service Charge Rent for any Financial Year:

          2.2.1 exceeds the provisional sum for that Financial Year and subject
                to receipt by the Tenant of the certified account pursuant to
                paragraph 1 of

                                      -58-
<PAGE>

                this Part B of the Second Schedule the excess shall be due to
                the Landlord within fourteen days of demand or

          2.2.2 is less than such provisional sum the overpayment shall be
                credited to the Tenant against the next quarterly payment of the
                Service Charge Rent or at the end of the term only shall be
                repaid to the Tenant within seven days of the ascertainment of
                the amount of the Service Charge Rent

3.   Variations
     ----------

     3.1  The Landlord may withhold suspend add to extend discontinue vary or
          make any alteration in the rendering of the Services or any of them
          from time to time if the Landlord reasonably deems it desirable to do
          so in the interests of good estate management

     3.2  If at any time during the Term the total property enjoying or capable
          of enjoying the benefit of any of the Services or the Additional Items
          is increased or decreased on a permanent basis or the benefit of any
          of the Services or the Additional Items is extended on a like basis to
          any adjoining or neighbouring property or if some other event occurs a
          result of which is that the proportion of the Annual Expenditure
          attributed to the Premises is no longer appropriate or if the Landlord
          acting reasonably determines that the Annual Expenditure should be
          divided into categories and separate proportions introduced in respect
          of each such category of expenditure or allocated in a different
          manner to different parts of the Building (for example the showroom
          residential apartments, offices and car park separately) the
          proportion of the Annual Expenditure attributed to the Premises shall
          be varied and/or additional proportions introduced with effect from
          the Calculation Date following such event by agreement between the
          parties or in

                                      -59-
<PAGE>

          default of agreement within three months of the first proposal for
          variation made by the Landlord in such a manner as shall be determined
          to be fair and reasonable in the light of the event in question by an
          independent surveyor (acting as an expert and not as an arbitrator)
          except that nothing contained in this Lease shall imply an obligation
          on the part of the Landlord to provide the Services or the Additional
          Items to any adjoining or neighbouring property nor prevent the
          Landlord from recovering in full from the tenants of the Building the
          entire Annual Expenditure (save any amount which the Landlord must
          contribute in respect of vacant Lettable Units)

4.   Service Charge: Exceptional Expenditure
     ---------------------------------------

     In the event that the Landlord shall be required during any Financial Year
     to incur substantial or exceptional expenditure in respect of the Services
     and/or the Additional Items which was not taken into account in its
     calculation of the provisional sum for the Financial Year in question the
     Landlord shall be entitled to recover from the Tenant on not less than
     fourteen days prior written notice an additional provisional sum or Service
     Charge Rent and/or increase the provisional sums payable for the rest of
     the Financial Year in a sum representing the proportion of such additional
     expenditure as corresponds with the proportion of the Annual Expenditure
     attributable to the Premises divided equally between the remaining Quarter
     Days in the Financial Year although the Landlord shall wherever possible
     give not less than one month's notice of any likely demand under this
     clause

                                      -60-
<PAGE>

                                     PART C
                                     ------

                                  The Services
                                  ------------

1.   Maintaining etc Retained Parts
     ------------------------------

     Maintaining repairing amending cleaning altering rebuilding renewing and
     reinstating (in each of the last three cases only where beyond economic
     repair) and where appropriate treating washing down painting decorating and
     polishing to such standard as the Landlord may from time to time in its
     reasonable discretion determine the Retained Parts

2.   Maintaining etc Plant
     ---------------------

     Inspecting testing servicing maintaining repairing amending cleaning
     decorating operating insulating emptying and draining overhauling replacing
     (where beyond economic repair) and insuring (save in so far as insured
     under the other provisions of this Lease) all Pipes and Plant within the
     Retained Parts or serving the Building

3.   Lighting etc Retained Parts
     ---------------------------

     Lighting and furnishing the Retained Parts to such standard as the Landlord
     may from time to time in its reasonable discretion determine including the
     provision of floodlighting inside and outside the Building

4.   Heating etc
     -----------

     Providing such mechanical ventilation heating air conditioning and (if
     deemed desirable by the Landlord) cooling for and the provision of hot and
     cold water to such parts of the Retained Parts and for such hours and times
     of year as the Landlord shall in its reasonable discretion determine

5.   Common Parts open
     -----------------

     Keeping the Common Parts open 24 hours per day 365 days per year

                                      -61-
<PAGE>

6.   Ornamental features etc
     -----------------------

     Maintaining (at the Landlord's reasonable discretion) any existing
     architectural or ornamental features seasonal decorations or murals water
     sprays fountains and providing and maintaining any plants shrubs trees or
     flowers in the Retained Parts

7.   Staff
     -----

     Providing such staff (on reasonable market terms) as the Landlord shall in
     its reasonable opinion think fit and proper to employ

8.   Furniture etc
     -------------

     Providing and maintaining furniture and furnishings and maintaining
     existing features in the Retained Parts

9.   Fixtures fittings etc
     ---------------------

     Supplying providing purchasing hiring maintaining renewing and (replacing
     in each of the last two cases where beyond economic repair) repairing
     servicing overhauling and keeping in good and serviceable order and
     condition all fixtures and fittings bins receptacles tools appliances
     materials equipment and other things which the Landlord may reasonably deem
     desirable or necessary for the maintenance appearance upkeep or cleanliness
     of the Building

10.  Windows
     -------

     Cleaning as frequently as the Landlord shall in its reasonable discretion
     (but in any event not less than once every three months) consider adequate
     the exterior and interior of all windows and window frames in the Retained
     Parts and the exterior of all external windows of the Building

11.  Refuse
     ------

     Storing and disposing of refuse from the Building and the provision repair
     maintenance and renewal of compactors paladins and other plant and
     equipment for the collection treatment packaging or disposal of the same

                                      -62-
<PAGE>

12.  Parking
     -------

     Controlling traffic in the Car Park including maintaining operating
     repairing and replacing (where beyond economic repair) automatic barriers
     and control equipment

13.  Lavatories and Facilities
     -------------------------

     Heating lighting cleaning decorating maintaining repairing and renewing
     (where beyond economic repair) from time to time all lavatories provided
     within the Building any first aid facilities and any sanitary or other
     equipment therein for the time being and the provision of all appropriate
     towels toiletries and other facilities and the maintenance of an adequate
     supply of hot and cold water thereto (save in connection with any such
     items contained within a Lettable Unit)

14.  Other Services
     --------------

     Any other or alternative services relating to the Building or any part of
     the Building provided by the Landlord from time to time and not expressly
     mentioned and which the Landlord reasonably considers ought properly to be
     provided for the benefit of the Building which shall be:

     (i)   capable of being enjoyed by the occupier of the Premises

     (ii)  reasonably calculated to be for the benefit of the tenants of the
           Building

     (iii) in keeping with the principles of good estate management

                                      -63-
<PAGE>

                                     PART D
                                     ------

                              The Additional Items
                              --------------------

1.   Fees
     ----

     1.1  The reasonable and proper fees and disbursements (and any VAT payable
          on them not recoverable by the Landlord as input tax) of:

          1.1.1 The Surveyor and/or the Accountant and any auditor and any other
                individual firm or company employed or retained by the Landlord
                for (or in connection with) the surveying accounting and
                auditing functions referred to in this Lease

          1.1.2 To the extent that the same has not formed part of fees charged
                under 1.1.1 above the managing agents (whether or not the
                Surveyor) for or in connection with the management of the
                Building and the performance of the Services and any other
                duties in and about the Building or any part of it relating to
                (without prejudice to the generality of the above) the general
                management administration security maintenance protection and
                cleanliness of the Building PROVIDED THAT such fees shall not
                                            -------------
                exceed 15% of the total cost of the Annual Expenditure

          1.1.3 Any individual firm or company valuing the Building for the
                purposes of all insurances effected pursuant to this Lease
                PROVIDED THAT the same shall not be so valued more than once in
                -------------
                any twelve month period

          1.1.4 Any individual firm or company providing caretaking or security
                arrangements and services to the Building (other than the
                Lettable Units)

                                      -64-
<PAGE>

          1.1.5 Any other individual firm or company employed or retained by the
                Landlord to perform (or in connection with) any of the Services
                or any of the functions or duties referred to in this paragraph

     1.2  The fees of the Landlord or a company or organization in the control
          of the Landlord for any of the Services or the other functions and
          duties referred to in paragraph 1.1.2 above which shall be undertaken
          by the Landlord or such company or organization in the control of the
          Landlord and not by a third party PROVIDED THAT such fees shall not
                                            -------------
          exceed 10% of the Annual Expenditure (excluding such charges)

2.   Staff etc
     ---------

     To the extent that the same has not formed part of the fees charged under
     1.1 the reasonable and proper cost of employing (whether by the Landlord a
     Group Company the managing agents or any other individual firm or company)
     such staff (including specifically a Building Manager and caretakers
     cleaners commissionaires engineers managers receptionists security guards
     supervisory staff and other appropriately qualified staff and workmen) as
     the Landlord may in its absolute discretion deem necessary for the
     performance of the Services and the other functions and duties referred to
     in paragraph 1.1. above and all other incidental expenditure in relation to
     such employment including but without prejudice to the generality of the
     above


     2.1  Insurance national insurance pension and welfare contributions and
          redundancy payments where appropriate

     2.2  The provision of uniforms and working clothes

                                      -65-
<PAGE>

     2.3  The provision of tools appliances cleaning and other materials
          fixtures fittings and other equipment a store for housing the same
          within the Building and the provision of telephones for the proper
          performance of their duties and

     2.4  A notional rent (not exceeding the current market rent such rent to be
          determined by the Surveyor acting reasonably and as an expert and not
          as an arbitrator) for any office accommodation staff room or other
          premises in the basement of the Building and forming part of the
          Retained Parts provided for such staff

3.   Rates and Outgoings
     -------------------

     Paying or discharging all existing and future rates taxes assessments
     charges duties impositions and outgoings whatsoever (whether parliamentary
     local or otherwise or whether or not of a capital or non-recurring nature
     but excluding any payable by the Landlord resulting from receipt of rent or
     any dealing or ownership of any reversionary interest) which now are or may
     at any time hereafter during the Term be charged levied assessed or imposed
     upon or payable in respect of the Building as distinct from a particular
     Lettable Unit or Units or the Retained Parts save and insofar as the same
     shall (or would have had the same been subject to a lease or license) have
     been imposed upon the Tenant or any other tenant or licensee of a part of
     the Building

4.   Contracts for services
     ----------------------

     To the extent that the same has not formed part of the fees charged under
     paragraphs 1.1 or 2 the reasonable and proper cost of entering into any
     contracts for the carrying out of all or any of the Services and other
     functions and duties which the Landlord may in its reasonable discretion
     deem desirable or necessary including specifically contracts for cleaning
     security and maintenance of lift plant pipes machinery and the reasonable
     cost of monitoring the performance by any staff or other persons employed
     in connection with the provisions of any one or more of the services

                                      -66-
<PAGE>

5.   Electricity, gas etc
     --------------------

     The cost of the supply of electricity gas oil or other fuel or power for
     the provision of the Services and for all purposes in connection with the
     Retained Parts

6.   Road etc charges
     ----------------

     The expense of making repairing maintaining rebuilding and cleansing any
     ways roads pavements or structures Pipes or anything which may belong to or
     be used for the Building or any part of it exclusively

7.   Regulations
     -----------

     The reasonable and proper cost charges and expenses of preparing and
     supplying to the tenants copies of any regulations made by the Landlord
     relating to the Building or the use of it

8.   Statutory etc requirements
     --------------------------

     The reasonable and proper cost of taking all steps reasonably deemed
     desirable or expedient by the Landlord in the interests of good estate
     management for complying with making representations against or otherwise
     contesting the incidence of the provisions of any statute bylaw or notice
     concerning town planning public health highways streets drainage or other
     matters relating to or alleged to relate to the Building or any part of it
     for which any tenant is not directly and exclusively liable

9.   Signs
     -----

     The provision maintenance repair decoration cleaning and renewal of all
     signboards and/or notice boards which shall from time to time be placed
     upon the Retained Parts

10.  Nuisance
     --------

     The reasonable and proper cost to the Landlord of abating a nuisance in
     respect of the Building or any part of it insofar as the same is not the
     liability of any individual tenant

                                      -67-
<PAGE>

11.  Interest
     --------

     Any reasonable and proper interest and fees in respect of money borrowed to
     finance the provision of the Services or the Additional Items

12.  Complaints
     ----------

     The costs incurred in dealing with all queries or complaints correspondence
     or otherwise relating to the Building and/or its use and/or occupation but
     not including any such relating to the promotion or marketing of the
     Building or relating to any of the Lettable Units

13.  General
     -------

     Expenditure on the reasonable and proper cost of any other item which the
     Landlord in its reasonable discretion thinks proper for the more efficient
     management and use of the Building and the comfort and convenience of the
     tenants of the Building

14.  Anticipated expenditure
     -----------------------

     Such reasonable provision (if any) for reasonably anticipated expenditure
     in respect of any of the Services as the Landlord shall in its reasonable
     discretion consider appropriate PROVIDED THAT:
                                     -------------

     14.1 provision shall only be made for specifically identified items of
          major expenditure

     14.2 all monies reserved in respect of any such item shall be held in an
          interest bearing account with interest accruing for the benefit of the
          fund

     14.3 all monies reserved in respect of any such item shall be utilized in
          paying for the same in priority to any other monies

     14.4 the Landlord shall use reasonable endeavours to minimize the tax (if
          any) payable in respect of such reserves

                                      -68-
<PAGE>

                                 THIRD SCHEDULE
                                 --------------

                                   Rent Review
                                   -----------

1.   Definitions
     -----------

     1.1  The terms defined in this paragraph shall for all purposes of this
          Schedule have the meanings specified

     1.2  "Market Rent" means the rent at which the Offices might be expected to
          be let on the open market at the relevant Review Date after the expiry
          of a rent free period of such length as would be negotiated in the
          open market between a willing lessor and a willing lessee to enable
          the willing lessee to fit out the Offices for immediate occupation and
          use making the Assumptions but disregarding the Disregarded Matters

     1.3  "Assumptions" means the following assumptions as at the relevant
          Review Date:

          1.3.1 that the lease is just of the Offices and does not include the
                Apartment

          1.3.2 that no work has been earned out on or to the Offices by the
                Tenant its sub-tenants or their predecessors in title during the
                Term which has diminished the rental value of the Offices

          1.3.3 that if the Offices or any accesses or services thereto have
                been destroyed or damaged they have been fully restored so as to
                render the Offices fit for occupation and use

                                      -69-
<PAGE>

          1.3.4 that the covenants contained in this Lease on the part of the
                Tenant have been fully performed and observed

          1.3.5 that the Offices are available to let by a willing landlord to a
                willing tenant by one lease without a premium being paid by
                either party and with vacant possession and that such willing
                tenants exist

          1.3.6 that the lease referred to in paragraph 1.3.5 contains the same
                terms (excepting any specific to the Apartment) as this Lease
                except:

               (a)  for the amount of the Rent and any rent free period allowed
                    to the Tenant for fitting out the Offices for its occupation
                    and use at the commencement of the Term but including the
                    provisions for rent review on the Review Dates and at
                    similar intervals after the last Review Date and

               (b)  that the term of the lease is equal in length to the Term
                    remaining unexpired at the relevant Review Date or a period
                    of five years (whichever is the greater) and that such term
                    begins on the relevant Review Date and that the rent shall
                    commence to be payable from that date

          1.3.7 that the Offices are ready for and fitted out and equipped for
                immediate occupation and use for the Permitted Use and that all
                the services required for such occupation and use are connected
                to the Offices

                                      -70-
<PAGE>

     1.4  "Disregarded Matters" means:

          1.4.1 any effect on rent of the fact that the Tenant its sub-tenants
                and other permitted occupiers or their respective predecessors
                in title have been in occupation of the Offices

          1.4.2 any goodwill attached to the Offices by reason of the carrying
                on at the Offices of the business of the Tenants its sub-tenants
                and other permitted occupiers or their predecessors in title in
                their respective businesses

          1.4.3 any increase in rental value of the Offices attributable to the
                existence at the relevant Review Date of any alteration addition
                or improvement to the Offices carried out with consent where
                required (otherwise than in pursuance of an obligation to the
                Landlord or its predecessors in title save where such obligation
                arises pursuant to or in connection with clause 4.18) by the
                Tenant its sub-tenants or their respective predecessors in title
                or by any lawful occupier during the Term or during any period
                of occupation prior to the Term arising out of an agreement for
                lease

     1.5  "President" means the President for the time being of the Royal
          Institution of Chartered Surveyors or his duly appointed deputy

     1.6  "Appointed Surveyor" means the surveyor agreed upon between the
          parties or appointed by the President pursuant to paragraph 3 below

     1.7  "agree" or "agreed" means agree or agreed in writing between the
          parties


                                     -71-
<PAGE>

2.   From each Review Date the Rent shall be such as may at any time be agreed
     as the Rent payable from that Review Date or (in default of such agreement)
     whichever is the greater of:

     (a)  the Market Rent plus a factor of two-thirds of the Market Rent
          expressed as a rate per square meter applied to the area in square
          metros of the Apartment or

     (b)  the Rent contractually payable immediately before the Review Date

3.   If by a date three months before a Review Date the Rent payable from that
     Review Date has not been agreed the Landlord and the Tenant may agree upon
     a person to act as the Appointed Surveyor who shall determine the Market
     Rent but in default of such agreement then the Landlord or the Tenant may
     at any time whether before or after the Review Date make application to the
     President to appoint a surveyor to determine the Market Rent and such
     application shall request that the surveyor to be appointed shall if
     practicable be a specialist in the letting of and in rent review
     negotiations for premises of the same type as the Offices

4.   (1)  Unless the Landlord and the Tenant otherwise agree the Appointed
          Surveyor shall act as an expert and not as an arbitrator and unless
          the Appointed Surveyor shall otherwise direct the Landlord and the
          Tenant shall each be responsible for one-half of his fees and if
          either shall pay the whole thereof he shall be entitled to recover
          one-half thereof from the other


     (2)  In deciding upon the manner in which the costs of the determination
          shall be borne the Appointed Surveyor may have regard to the contents
          of any notices served or offers made by either party to the other and
          the nature and content of any representations made to him or on behalf
          of either party

     (3)  The Appointed Surveyor shall afford each party the opportunity to make
          such written and/or verbal representations to him as such party may
          wish subject to

                                     -72-
<PAGE>

          such reasonable time and other limits as the Appointed Surveyor may
          prescribe and he shall have regard to such representations but not be
          bound thereby

     (4)  If the Appointed Surveyor refuses to act or is incapable of acting or
          dies the Landlord or the Tenant may apply to the President for the
          further appointment of a surveyor

5.   If by a Review Date the Rent payable from that Review Date has not been
     ascertained pursuant to this Schedule the Tenant shall continue to pay the
     Rent at the rate previously payable and on the Quarter Day next (or earlier
     if the Tenant so desires) after such ascertainment the Tenant shall pay to
     the Landlord the difference for the period ending on that Quarter Day (or
     earlier date of payment) between the Rent paid and the Rent so ascertained
     and the several parts of such difference shall bear interest thereon at the
     base lending rate of Barclays Bank plc (or such other bank as is specified
     in Clause 4.1.3) from the date when each such part would have been payable
     if the Rent had been ascertained on or before the relevant Review Date
     until the Quarter Day next after such ascertainment or such earlier date of
     payment

6.   If at any Review Date there is by virtue of any Statute a restriction upon
     the Landlord's right to review the Rent or if at any time there is by
     virtue of any Statute a restriction upon the right of the Landlord to
     recover the Rent otherwise payable then upon the ending removal or
     modification of such restriction and subject to there having been no review
     at the previous Review Date the Landlord may thereafter give to the Tenant
     not less than one month's written notice requiring an additional rent
     review with effect from the date of such ending removal or modification
     which date shall for the purposes of this Schedule be a Review Date

7.   A Memorandum of the Rent ascertained from time to time in accordance with
     this Schedule shall be prepared by the Landlord in two parts one part to be
     signed by an individual Tenant or signed on behalf of a Company Tenant and
     annexed to the

                                     -73-
<PAGE>

     Counterpart and the other part to be signed on behalf of the Landlord and
     annexed to the Lease

8.   Time shall not be of the essence in relation toy paragraph of this Schedule


                               THE FOURTH SCHEDULE
                               -------------------

                               Guarantor Covenants
                               -------------------


1.   That as between the Guarantor and the Landlord the liability of the
     Guarantor will be as principal debtor and covenantor

2.   That the Tenant will at all times during the Term (and as well after as
     before any disclaimer of this Lease) duly and punctually pay the rents as
     herein provided and will observe and perform all the tenant's covenants and
     conditions contained in this Lease

3.   That if at any time during the Term the Tenant defaults in paying any of
     the rents or in observing or performing any of the covenants and conditions
     contained in this Lease the Guarantor will pay such rents and observe and
     perform the covenants or conditions in respect of which the Tenant is in
     default and pay and make good to the Landlord on demand all losses damages
     costs and expenses sustained by the Landlord through the default of the
     Tenant notwithstanding:

     3.1  any time or indulgence granted by the Landlord to the Tenant or any
          neglect or forbearance of the Landlord in enforcing the payment of
          rents or the observance of performance of the Tenant's covenants or
          any refusal by the Landlord to accept rents tendered by or on behalf
          of the Tenant at a time when the Landlord was entitled (or would after
          the service of a notice under Section 146 of the Law of Property Act
          1925 have been entitled) to re-enter the Premises

                                     -74-
<PAGE>

     3.2  that the terms of this Lease may have been varied by agreement between
          the parties save where such variation falls within Section 18 of the
          Landlord and Tenant (Covenants) Act 1995 (or would if the Guarantor is
          or was a former tenant of the Premises)

     3.3  that the Tenant may have surrendered part of the Premises in which
          event the liability of the Guarantor hereunder shall continue in
          respect of the part of the Premises not so surrendered after making
          any necessary apportionments under the Law of Property Act 1925
          Section 140

     3.4  that the Tenant may have ceased to exist

     3.5  any other act or thing whereby but for this provision the Guarantor
          would have been released other than a release given in writing by the
          Landlord

4.   If at any time during the Term the Tenant (being an individual) becomes
     bankrupt or (being a company) goes into liquidation and the trustee in
     bankruptcy or liquidator disclaims this Lease then this Schedule will
     remain in full force and effect notwithstanding such event and the
     Guarantor will if the Landlord shall by notice in writing within three
     months after such disclaimer so requires take from the Landlord a lease of
     the Premises for a term commensurate with the residue of the Term which
     would have remained had there been no disclaimer at the same Rent then
     being payable and subject to the same covenants and conditions as are
     reserved by and contained in this Lease the said lease to take effect from
     the date of the said disclaimer and in such case the Guarantor shall pay
     the reasonable and proper costs of the preparation of such new Lease and
     execute and deliver to the Landlord a counterpart of it

                                     -75-
<PAGE>

5.   The parties agree that this guarantee shall only subsist for such period
     and extend to such liabilities restrictions and other requirements as are
     permitted by the Landlord and Tenant (Covenants) Act 1995

                                     -76-
<PAGE>

ON ORIGINAL
-----------

     (    EXECUTED by the Landlord but not
          --------
     (    delivered until the date above by the
     (    affixing of THE COMMON SEAL of
                      ---------------
     (    FRIENDS' PROVIDENT LIFE OFFICE
          ------------------------------
     (    in the presence of:



                Authorized Signatory



                Authorized Signatory


          ON COUNTERPART
          --------------
     (    EXECUTED by the Tenant but not
          --------
     (    delivered until the date above
     (    by the affixing of THE COMMON
                             ----------
     (    SEAL of IBIS (505) LIMITED
          ----    ------------------
     (    in the presence of:



                Director



                Director/Secretary

                                     -77-

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