THIS LEASE is made the day of One thousand nine hundred and ninety-eight BETWEEN * of * (hereinafter called "the Landlord" which expression where the context so admits shall include the reversioner for the time being immediately expectant upon the...

THIS LEASE is made the             day of          One thousand nine hundred and
ninety-eight  BETWEEN * of * (hereinafter called "the Landlord" which expression
where the context so admits  shall  include the  reversioner  for the time being
immediately  expectant  upon the term  hereby  granted)  of the first part and *
whose registered  office is situate at * (hereinafter  called "the Tenant" which
expression  where the context so admits  shall  include the person or persons in
whom the term hereby granted may from time to time be vested) of the second part

NOW THIS DEED WITNESSETH as follows:

1.   IN  consideration  of the rents  and  covenants  on the part of the  Tenant
     hereinafter  reserved and  contained the Landlord  HEREBY  DEMISES unto the
     Tenant  ALL THOSE the  premises  described  in the  First  Schedule  hereto
     (hereinafter  called "the demised  premises") EXCEPT AND RESERVING unto the
     Landlord and all others for the time being entitled  thereto the rights set
     out in the Second Schedule hereto AND SUBJECT to the matters set out in the
     Third  Schedule  hereto TO HOLD the demised  premises unto the Tenant for a
     term of FIVE YEARS from and including the date hereof  (hereinafter  called
     "the  Term"  which  shall  include  the period of any  holding  over or any
     extension or continuation whether by statute or at common law) YIELDING AND
     PAYING therefor  FIRSTLY yearly and  proportionately  for any fraction of a
     year  until and  including  the 31 day of August  2000 the  yearly  rent of
     THIRTY-SIX THOUSAND POUNDS ((pound)36,000) and from and including the 1 dAY
     of September  2000 such rent as may become  payable  pursuant to the Fourth
     Schedule  hereto in each  case by equal  quarterly  payments  to be made in
     advance on the usual  quarter days in every year without any  deduction the
     first such payment or a proportionate part thereof in respect of the period
     from the date hereof to the  quarter day  hereafter  next  following  being
     payable on the completion  hereof  SECONDLY by way of additional  rent from
     time to time such sum or sums as are equal to the amount which the Landlord
     may expend in  effecting  and  maintaining  the  insurance  of the  demised
     premises such last mentioned rent to be paid without deduction forthwith on
     demand and THIRDLY by way of additional rent without deduction forthwith on
     demand any other monies  payable by the Tenant to the Landlord  pursuant to
     the terms of this Lease

2.   THE Tenant HEREBY COVENANTS with the Landlord as follows:
TO PAY RENTS

(1)  To pay the rents  hereinbefore  reserved  at the  times  and in the  manner
     aforesaid without any deduction whatsoever

TO PAY INTEREST ON OVERDUE MONIES

(2)  Without  prejudice to any other right  remedy or power herein  contained or
     otherwise  available  to the  Landlord  if any of the said  rents  (whether
     formally demanded or not) or any other sum of money payable to the Landlord
     by the Tenant under this Lease shall remain  unpaid for more than  fourteen
     (14)days




     after the date upon which the same becomes due to pay  interest  thereon at
     the yearly  rate of 4% per annum  above the Base Rate for the time being of
     National  Westminster Bank PLC or in the event of National Westminster Bank
     PLC ceasing to publish a Base Rate such other  comparable  rate of interest
     as the Landlord  shall from time to time determine  (hereinafter  in either
     case called "the Prescribed Rate")

TO PAY OUTGOINGS

(3)  To bear pay and  discharge  all  rates  taxes  duties  charges  assessments
     impositions and outgoings whatsoever (whether parliamentary parochial local
     or  of  any  other   description  and  whether  or  not  of  a  capital  or
     non-recurring  nature  or of a wholly  novel  character)  now or  hereafter
     assessed  charged  or imposed  upon or  payable  in respect of the  demised
     premises or any part  thereof or upon the owner or  occupier  thereof and a
     proper  proportion  attributable  to the demised  premises of any such rate
     taxes duties charges assessments impositions and outgoings now or hereafter
     assessed  charged  or imposed  upon or  payable  in respect of the  demised
     premises  or any part  thereof  or upon the  owners  or  occupiers  thereof
     jointly  with any  adjoining  or  neighbouring  property  or the  owners or
     occupiers thereof  excluding any payable by the Landlord  occasioned by any
     dealing with the reversion of this Lease

TO MAINTAIN AND KEEP IN REPAIR

(4)
     (a)  To keep the  demised  premises  in as good  repair and  condition  and
          decorative  order as they now are (as  evidenced  by the  Schedule  of
          Condition  annexed hereto) (damage by the Insured Risks as hereinafter
          defined excepted unless payment of the insurance monies is withheld in
          whole or in part as a result  of the act  neglect  or  default  of the
          Tenant)

     (B)  Not to commit any waste whether permissive or voluntary in or upon the
          demised premises

     (C)  Not to allow to pass into the sewers  drains or  watercourses  serving
          the  demised  premises  any noxious or  deleterious  effluent or other
          substance  which might cause any  obstruction in or injury to the said
          sewers drains or watercourses and in the event of any such obstruction
          or injury  forthwith to make good all such damage to the  satisfaction
          of the Landlord

CLEANING

(5)  At least  once in each  month  during  the Term  properly  to clean all the
     windows  (both  inside  and  outside)  and all other  glass in the  demised
     premises

TO YIELD UP




(6)  At the expiration or sooner  determination  of the Term quietly to yield up
     the demised  premises to the  Landlord  in such  repair and  condition  and
     decorative  order as shall be in accordance  with the covenants on the part
     of the Tenant herein contained

ENTRY BY LANDLORD AND OTHERS

(7)  To permit the Landlord and its agents or surveyors with or without  workmen
     and others and all persons  authorised  by the Landlord  with all necessary
     materials  and  appliances  at all  reasonable  times  during the Term upon
     reasonable  prior notice (or without  notice in case of emergency) to enter
     and remain upon the demised premises for any of the following purposes:

     (A)  to view and examine the state and  condition  of the demised  premises
          and to take schedules or  inventories  of the Landlord's  fixtures and
          fittings

     (B)  for any other purpose  connected  with the interest of the Landlord in
          the demised premises including but not limited to valuing or disposing
          of any interest of the Landlord

     (C)  to exercise any of the rights excepted and reserved by this Lease

TO COMPLY WITH NOTICES TO REPAIR

(8)  To repair and made good to the  satisfaction  of the  Landlord  all defects
     wants of repair and breaches of covenant of which  notice in writing  shall
     be given to the Tenant by the  Landlord  and for which the Tenant is liable
     under this Lease within  thirty-five  (35) days of such notice or sooner if
     requisite  AND if the Tenant shall fail within  fourteen  (14) days of such
     notice  (or  immediately  in  case  of  emergency)  to  commence  and  then
     diligently and  expeditiously  to continue to comply with suc notice in all
     respects it shall be lawful (but without prejudice to the right of re-entry
     and  forfeiture  hereinafter  contained)  for the  Landlord  and its agents
     surveyors  and workmen to enter upon the demised  premises and to carry out
     all or any of the works referred to in such notice and the cost of so doing
     and all  expenses  incurred  thereby  shall  be paid by the  Tenant  to the
     Landlord on demand and in default of payment shall be  recoverable  as rent
     in arrear

DANGEROUS MATERIALS AND USE OF MACHINERY

(9)  Not to bring  into or keep in the  demised  premises  any  article or thing
     which  is or  might  become  dangerous  offensive  combustible  inflammable
     radio-active  or  explosive  or which  might  increase  the risk of fire or
     explosion  or  attack  or in any way  injure by  percolation  corrosion  or
     otherwise the demised premises or contravene any statute

OVERLOADING FLOORS AND SERVICES

(10)
     (A)  Not to do  anything  in the  demised  premises  which may throw on the




          demised  premises  any  weight or  strain in excess of that  which the
          demised premises are calculated to bear with due margin for safety and
          to observe the weight  limits for all lifts and similar  equipment  in
          the demised premises

     (B)  Not to overload the floors of the demised  premises nor to suspend any
          excessive  weight from the roof  ceilings  walls or  stanchions or the
          structure of the demised premises and to pay to the Landlord on demand
          all costs reasonably incurred by the Landlord in obtaining the opinion
          of a qualified  structural engineer as to whether the structure of the
          demised premises is being or is about to be overloaded

ALTERATIONS

(11)
     (A)  Not to make any  alterations or additions of whatsoever  nature to any
          structural  part of the demised  premises nor to the  external  design
          elevation or appearance of the demised premises

     (B)  Not  without  the  consent  in  writing  of the  Landlord  to make any
          alteration  or addition to the  Landlord's  fixtures  and  fittings or
          otherwise interfere with the same

     (C)  Not  to  make  any   alterations   or  additions  to  the   electrical
          installation  save with the Landlords  consent not to be  unreasonably
          withheld and save in  accordance  with the  requirements  from time to
          time of the Institute of Electrical Engineers

     (D)  Not to make any alterations or additions of a non-structural nature to
          the demised  premises  without the consent in writing of the  Landlord
          (such  consent not to be  unreasonably  withheld or delayed)  PROVIDED
          that the  Landlord  may as a condition  of giving any such  consent as
          aforesaid  require  the Tenant to enter into such  covenants  with the
          Landlord as the  Landlord  may  reasonably  require as regards  (inter
          alia) the  execution  of any such works and the  reinstatement  of the
          demised premises at the end or sooner determination of the Term

     (E)  In the event of the Tenant  failing to observe this  covenant it shall
          be lawful for the Landlord and its agents or surveyors with or without
          workmen and others and all persons authorised by the Landlord with all
          necessary  materials and appliances to enter upon the demised premises
          and remove any  alterations or additions and execute such works as may
          be necessary to restore the demised premises to their former state and
          the  costs  and  expenses  thereof  (including   surveyors  and  other
          professional  fees)  shall be paid by the  Tenant to the  Landlord  on
          demand  and in  default of  payment  shall be  recoverable  as rent in
          arrear

STATUTORY REQUIREMENTS




(12)
     (A)  At the Tenant's own expense to observe and comply in all respects with
          the  provisions  and  requirements  of the Offices,  Shops and Railway
          Premises Act 1963 the Fire Precautions Xxx 0000 the Defective Premises
          Xxx 0000 the Health and Safety at Work,  etc. Xxx 0000 and every other
          statute already or hereafter in force or prescribed or required by any
          public local or other authority so far as they relate to or affect the
          demised  premises or any additions or alterations  thereto or the user
          thereof for any purpose or the employment therein of any person or any
          fixture  machinery plant or chattel for the time being affixed thereto
          or being thereupon or used for the purposes thereof

     (B)  To execute all works and provide and maintain all  arrangements  which
          by  or  under  any  statute  or by  any  government  department  local
          authority or other  public  authority  or duly  authorised  officer or
          Court of  competent  jurisdiction  acting under or in pursuance of any
          statute are or may be directed or required to be executed  provided or
          maintained upon or in respect of the demised premises or any additions
          or  alterations  thereto  or in  respect  of any user  thereof  or the
          employment  therein of any person or any  fixture  machinery  plant or
          chattel and whether by the landlord or tenant thereof

     (C)  To  indemnify  and keep  indemnified  the  Landlord  against all costs
          charges and expenses of or incidental to the execution of any works or
          the  provision  or  maintenance  of any  arrangements  so  directed or
          required as aforesaid

     (D)  Not to do or omit to be done in or about the demised  premises any act
          or thing by reason of which the Landlord  may under any statute  incur
          or have  imposed upon it or become  liable to pay any penalty  damages
          compensation costs charges or expenses

     (E)  Not to do  anything  in the  demised  premises  or  cause  them  to be
          occupied  in such a way as  shall  cause  any  part of the same not to
          comply with any statute

PLANNING

(13)
     (A)  To comply in all respects with the Town and Country  Planning Xxx 0000
          the Planning (Listed  Buildings and  Conservation  Areas) Xxx 0000 the
          Planning (Hazardous  Substances) Xxx 0000 the Planning  (Consequential
          Provisions)  Xxx 0000 the Planning and  Compensation  Xxx 0000 and any
          subsequent  legislation of a similar nature  (hereinafter  called "the
          Planning  Acts")  and to keep  the  Landlord  indemnified  in  respect
          thereof

     (B)  As often as may be  necessary  at the  expense in all  respects of the
          Tenant to obtain all licences  consents and  permissions  which may be
          required for




          the  carrying  out by the  Tenant  of any  operations  on the  demised
          premises or the commencement  continuation or renewal by the Tenant of
          any  use  thereof   PROVIDED  THAT  the  Tenant  shall  not  make  any
          application  for  planning  permission  or  give  any  notice  to  any
          authority of the  commencement  or carrying out of any development (or
          give any notice of an  intention  to  commence  or carry out the same)
          without the prior consent in writing of the Landlord

     (C)  To pay and satisfy any charge that may  hereafter be imposed under the
          Planning  Acts in respect of the  carrying out by the Tenant of any of
          its  operations  on  the  demised   premises  or  the  institution  or
          continuation by the Tenant of any use thereon

     (D)  Notwithstanding any consent which may be granted by the Landlord under
          this Lease not to carry out or make any  alteration or addition to the
          demised  premises  or any  change  of use  thereof  before a  planning
          permission therefor has been produced to the Landlord and acknowledged
          by it in writing as  satisfactory to it PROVIDED THAT the Landlord may
          refuse  so  to  express  its  satisfaction   with  any  such  planning
          permission on the ground that the period thereof or anything contained
          therein or omitted  therefrom  would in the reasonable  opinion of the
          Landlord be or be likely to be prejudicial to the Landlord's  interest
          in the  demised  premises  whether  during the Term or  following  the
          expiration thereof

     (E)  Unless the  Landlord  shall  otherwise  direct to carry out before the
          expiration or sooner determination of the Term any works stipulated to
          be carried out to the demised  premises by a date  subsequent  to such
          expiration  or sooner  determination  as a condition  of any  planning
          permission which may have been implemented by the Tenant

     (F)  If and when called upon so to do to produce to the  Landlord all plans
          documents and other evidence which the Landlord may reasonably require
          in order to satisfy itself that the provisions of this sub-clause have
          been compiled with in all respects

     (G)  In any case where permission for any development  granted by the local
          planning or other authority has been granted subject to conditions the
          Landlord  shall be entitled in addition to its other rights  contained
          in this Lease as a condition of giving  consent to the carrying out of
          the works or making the change of use to require the Tenant to provide
          reasonable  security for the compliance with the conditions imposed as
          aforesaid and the development  shall not be commenced or the change of
          use put into effect until such  security  shall have been  provided to
          the reasonable satisfaction of the Landlord




STATUTORY NOTICES

(14) Within  seven  (7)  days (or  sooner  if  requisite  having  regard  to the
     requirements  of the notice in question or the time limits stated  therein)
     of the receipt of notice of the same to produce to the Landlord a true copy
     and any  further  particulars  required by the  Landlord of any  permission
     notice or order or proposal  for a notice or order  relevant to the demised
     premises or to the use or  condition  thereof or otherwise  concerning  the
     Tenant  made given or issued to the Tenant or  occupier  by any  government
     department  or local or  public  authority  AND  without  delay to take all
     reasonable or necessary  steps to comply  therewith AND ALSO at the request
     of the  Landlord to join with the  Landlord in making  such  objections  or
     representations  against or in respect of any such notice order or proposal
     as aforesaid as the Landlord shall deem expedient

FIRE PRECAUTIONS AND EQUIPMENT

(15)
     (A)  To comply with all requirements and recommendations  from time to time
          of the appropriate  authority the insurers of the demised premises and
          the  Landlord in relation to fire  precautions  affecting  the demised
          premises

     (B)  To keep the demised premises  sufficiently  supplied and equipped with
          such fire fighting and extinguishing  appliances as shall from time to
          time be  required  by any  statute  or by the fire or other  competent
          authority  or the  insurers  of the  demised  premises  or as shall be
          reasonably  required by the Landlord or (at the Landlord's  option) to
          pay to the Landlord on demand the cost of providing and installing any
          of the same and such appliances  shall be open to inspection and shall
          be maintained to the reasonable satisfaction of the Landlord

     (C)  Not to obstruct  the access to or means of working  any fire  fighting
          and  extinguishing  appliances or the means of escape from the demised
          premises in case of fire

TO INFORM THE LANDLORD OF DEFECTS

(16) Forthwith  upon  becoming  aware of the same to give written  notice to the
     Landlord of any defect in the demised  premises which might give rise to an
     obligation  on the Landlord to do or refrain from doing any act or thing so
     as to comply with any statutory or common law duty of care now or hereafter
     imposed  on the  Landlord  and at all times to  display  and  maintain  all
     notices which the Landlord may from time to time  reasonably  require to be
     displayed in respect thereof at the demised premise

USER

(17)
     (A)  Not at any time during the term to use or permit the demised  premises
          to be used for any noisy noisome noxious  dangerous or offensive trade
          manufacture or business whatsoever nor for the carrying on of anything
          which shall be a nuisance  damage  annoyance or




          inconvenience to the neighbourhood or to the Public Local or any other
          Authorities  or to  the  Landlord  or to  the  tenants  or  owners  or
          occupiers of adjoining or adjacent  premises or which shall in any way
          be injurious to the xxx nor to allow any sale by auction to be held in
          the demised premises

     (B)  Not to use or permit the demised  premises to be used  otherwise  than
          for a use falling  within Class B1(c) B2 or B8 of the Town and Country
          Planning (Use Classes) Order 1987 with ancillary offices

NOT TO AFFIX SIGNS

(18) Not to affix or exhibit or permit to be affixed or exhibited to or upon any
     part of the demised  premises  or within the same so as to be visible  from
     the exterior  thereof any placard poster  signboard or other  advertisement
     PROVIDED THAT the Tenant may erect at the entrance of the demised  premises
     a sign stating the name and business of the Tenant the size style  position
     and materials of such sign to be approved in writing by the Landlord  (such
     approval not to be unreasonably  withheld or delayed) and (if necessary) by
     the local authority

NOTICES FOR DISPOSAL

(19) To permit the Landlord to fix and retain in a  conspicuous  position on the
     demised  premises  a  noticeboard  for the  reletting  (in the event of the
     termination or likely  termination  for whatever reason of the Term) and/or
     the sale of the same and not to take down or obscure  the said  noticeboard
     and to permit all  persons  authorised  in writing by the  Landlord  or its
     agents to view the demised premises by prior  appointment or (if the Tenant
     refuses an appointment) after reasonable prior notice

TO NOTIFY LANDLORD OF ENCROACHMENTS

(20) To give immediate  notice to the Landlord of any notice or claim  affecting
     the demised  premises or any part  thereof and not  knowingly  to permit or
     suffer any encroachment upon the demised premises or the acquisition of any
     new right to light passage  drainage or other easement on over or under the
     demised premises and if any such  encroachment or easement shall be made or
     acquired or threatened  to be made or acquired  forthwith to give notice to
     the  Landlord and at the cost of the Tenant to do all such things as may be
     proper for the purpose of preventing the making of such encroachment or the
     acquisition  of such easement or right  PROVIDED  ALWAYS that if the Tenant
     shall omit or neglect forthwith to do all such things as aforesaid it shall
     be lawful for the  Landlord and its agents  surveyors  and workmen to enter
     the demised  premises and to do the same and any expense so incurred by the
     Landlord  shall be repaid to the  Landlord  by the Tenant on demand in that
     behalf  together  with all  Solicitors  and  Surveyors  charges  and  other
     expenses which may be incurred by the Landlord in connection  therewith and
     in default of payment shall be recoverable as rent in arrear

TO INFORM LANDLORD OF NOTICES




(21) Upon the  happening  of any  occurrence  or upon the  receipt of any notice
     order  requisition  direction  or  other  thing  which  may be  capable  of
     adversely  affecting the  Landlord's  interest in the demised  premises the
     Tenant shall  forthwith at his own expense  deliver full  particulars  or a
     copy thereof to the Landlord

TAX

(22) Notwithstanding  anything  contained  in  this  Lease  not  to  do on or in
     relation  to the  demised  premises  or any part  thereof any act matter or
     thing  (other than the payment of the rents  hereby  reserved)  which shall
     render  the  Landlord  liable  for any tax levy duty  charge or  imposition
     whatsoever   (whether   parliamentary  local  parochial  or  of  any  other
     description and whether or not of a capital or non-recurring nature or of a
     wholly  novel  character)  and not to  dispose  of or deal with the  demise
     premises in such a way that the Landlord  shall be or become liable for any
     such tax levy duty charge or imposition as aforesaid nor to permit any such
     disposition or dealing

LANDLORD'S COSTS

(23) To pay on demand to the Landlord all reasonable  costs charges and expenses
     properly incurred by the Landlord including (without limitation) solicitors
     counsels  architects  and  surveyors  fees  bailiffs  commission  and other
     professional costs and fees:

     (A)  incidental to or in  contemplation of the preparation and service of a
          notice  under  Section 146 of the Law of Property Xxx 0000 or in or in
          contemplation of any proceedings under Sections 146 or 147 of the said
          Act  (whether  or not any right of  re-entry  or  forfeiture  has been
          waived by the  Landlord or a notice  served under the said Section 146
          is complied with by the Tenant or the Tenant has been  relieved  under
          the  provisions  of the said  Act and  notwithstanding  forfeiture  is
          avoided  otherwise  than  by  relief  granted  by  the  Court)  AND to
          indemnify the Landlord  against all costs charges  expenses claims and
          demands  whatsoever  in  respect  of  the  said  proceedings  and  the
          preparation and service of the said notice

     (B)  incidental to or in  contemplation  of the  preparation and service of
          all notices and schedules  relating to wants of repair  whether served
          during or after the  expiration of the Term (but relating in all cases
          only to  such  wants  of  repair  that  accrued  not  later  than  the
          expiration or sooner determination of the Term)

     (C)  in connection  with or in procuring the remedying of the breach of any
          covenant by the Tenant contained in this Lease

     (D)  in relation  to any  application  for  consent  required by this Lease
          (such  costs to  include  reasonable  management  fees  and  expenses)
          whether or not the same is granted

     (E)  in the event of  default  in  payment by the Tenant of any of the sums




          referred  to in the  foregoing  provisions  hereof  the same  shall be
          recoverable as rent in arrear

     (F)  in connection with the preparation and grant of this Lease

ALIENATION

(24)
     (A)  Not to assign underlet charge or otherwise part with the possession of
          the whole or any part of the  demised  premises  or permit  another to
          occupy  the  whole  or any  part of the  demised  premises  except  as
          hereinafter authorised

     (B)  Not to assign or charge the whole of the demised  premises without the
          prior  written  consent  of  the  Landlord  such  consent  not  to  be
          unreasonably  withheld or delayed  PROVIDED  that for the  purposes of
          S.19 of the Landlord and Xxxxxx Xxx 0000 as amended the Landlord shall
          not be  considered  to be  unreasonably  withholding  or delaying  its
          consent to an  assignment in the event that the Tenant fails to comply
          with the provisions of subclause (c) hereof

     (C)  Prior to any  permitted  assignment  at its own expense (i) to procure
          that the  proposed  assignee  of the  Demised  Premises  enters into a
          direct  covenant  with the  Landlord  to perform  and  observe all the
          tenant's  covenants and all other provisions of this Lease (ii) if the
          Landlord  shall  reasonably so require to obtain either a guarantor or
          guarantors  who shall  covenant with the Landlord in the terms set out
          in the Fifth  Schedule  hereto or such other security as is acceptable
          to the  Landlord  for the  proposed  assignee  (iii) to enter  into an
          Authorised  Guarantee  Agreement  guaranteeing  the performance by the
          proposed  assignee of the covenants and  conditions  herein  contained
          such  Authorised  Guarantee  Agreement  to  be  in  such  form  as  is
          reasonably  required  by the  Landlord  and (iv) to  procure  that any
          guarantor who has covenanted  with the Landlord  pursuant to subclause
          (c) (ii) hereof shall enter into such Authorised Guarantee Agreement

     (D)  The  Tenant  shall be  entitled  to share  occupation  with any  other
          company in the same group of  companies  as the Tenant (as  defined by
          S.42 of the Landlord and Tenant Act 1954) so long as the  relationship
          of landlord and tenant is not created between them

     (E)  Within twenty-one (21) days of any assignment charge underlease or any
          transmission or other  devolution  relating to the demised premises or
          any part  thereof  to produce  for  registration  with the  Landlord's
          Solicitor such deed or document or a certified copy thereof and to pay
          the Landlord's  Solicitors  reasonable charges for the registration of
          every such document such charges not being less  than(pound)20.00 plus
          Value Added Tax

VALUE ADDED TAX




(25)
     (A)  To pay and keep the Landlord  indemnified  against all Value Added Tax
          which  may  from  time to time be  charged  or  chargeable  on any sum
          payable by the Tenant to the  Landlord  pursuant  to the terms of this
          Lease or any document entered into pursuant hereto

     (B)  Any rent or  other  sum  specified  in this  Lease or in any  document
          entered  into  pursuant  hereto is and any sum to be agreed  certified
          determined or ascertained pursuant to the provisions hereof shall be a
          sum net of Value Added Tax

     (C)  The Tenant hereby irrevocably  consents to the Landlord charging Value
          Added Tax on any such rent or other sum

INSURANCE

(26)
     (A)  Not to do or  permit to be done  anything  upon the  demised  premises
          whereby any policy or policies of  insurance  effected by the Landlord
          may become  void or voidable  or whereby  any  additional  premium may
          become payable for the insurance of the demised premises

     (B)  To  comply at all  times  with all  requirements  of the  insurers  in
          respect  of the  policy  or  policies  of  insurance  effected  by the
          Landlord

     (C)  Not to effect any  policy of  insurance  on the  demised  premises  in
          respect of any of the Insured Risks (and in default the Landlord shall
          be  entitled  to any  insurance  money  received  by or payable to the
          Tenant)

     (D)  (Without  limiting the  generality of the  foregoing)  not to bring or
          keep in or on the Demised Premises any dangerous  explosive  corrosive
          or offensive material

     (E)  Forthwith  upon becoming  aware of the happening of any event or thing
          against  which  insurance has been effected by the Landlord the Tenant
          shall give immediate notice thereof to the Landlord

3.   LANDLORD'S COVENANTS

The Landlord HEREBY COVENANTS with the Tenant as follows:

(1)  That the Tenant  shall and may  peaceably  and  quietly  hold and enjoy the
     demised  premises  during the said term without any lawful  interruption or
     disturbance  from or by the  Landlord  or any  person or  persons  lawfully
     claiming under or in trust for it

(2)  That  the  Landlord   will  insure  and  keep  insured  with   insurers  or
     underwriters of repute:




     (A)  The demised  premises  subject  only to such  exclusions  excesses and
          limitations   as  may  be  imposed  by  the   insurers   in  the  full
          reinstatement  cost of the demised  premises against loss or damage by
          fire storm  tempest and such other risks for which cover is  available
          as the  Landlord  may in its  absolute  discretion  from  time to time
          determine   (hereinafter   called  "the  Insured   Risks")   including
          architects  surveyors and other professional fees (and Value Added Tax
          thereon)  and  expenses  incidental  thereto  the cost of  shoring  up
          demolition and site clearance and similar expenses

     (B)  The explosion of any engineering and electrical plant and machinery to
          the  extent  that the same is not  covered  by  paragraph  (a) of this
          sub-clause

     (C)  Property  owners  liability and such other  insurances as the Landlord
          may from time to time deem necessary to effect

(3)  At the request of the Tenant the Landlord shall (but not more than twice in
     any period of twelve  months)  produce to the Tenant a copy of the  current
     schedule of insurance cover

(4)  If the demised premises or any part thereof are destroyed or damaged by any
     of the Insured  Risks then the Landlord  will lay out or procure to be laid
     out and utilise the net proceeds of such  insurance  only in the rebuilding
     and reinstatement of the demised premises so destroyed or damaged

4.   PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:

FORFEITURE

(1)
     (A)  In this clause a "Forfeiting Event" is any of the following:-

          (I)     any of the rents  reserved  by this Lease is  outstanding  for
                  fourteen days after becoming due whether formally  demanded or
                  not

          (II)    a breach by the Tenant of any of the provisions of this Lease

          (III)   the Tenant has any distress or execution levied on its goods

          (IV)    the Tenant is Insolvent

     (B)  In this clause " Insolvent" means:

          (I)     in relation to a company any of the following:

                  (AA) it is deemed  unable to pay its debts as  defined  in the
                       Insolvency  Xxx 0000  (referred to in this clause as "the
                       Act") section 123

                  (BB) a proposal is made for a voluntary arrangement under Part




                       I of the Act

                  (CC) a petition is presented for an administration order under
                       Part II of the Act or

                  (DD) a  receiver,   administrative   receiver  or  manager  is
                       appointed under (without  limitation) Part III of the Act
                       or the Law of Property Act section 101

                  (FF) a provisional  liquidator is appointed  under section 135
                       of the Act

                  (GG) a proposal is made for a scheme of arrangement  under the
                       Companies Xxx 0000 section 425

          (II) in relation to an individual any of the following:

                  (AA) an application is made for an interim order or a proposal
                       is made for a  voluntary  arrangement  under Part VIII of
                       the Act

                  (BB) a  bankruptcy  petition is  presented to the court or his
                       circumstances  are such that a bankruptcy  petition could
                       be presented under Part IX of the Act

                  (CC) he enters into a deed of arrangement

                  (DD) a  receiver  of the  income of the  demised  premises  is
                       appointed under the Law of Property Act section 101

                  Whenever a Forfeiting  Event exists the Landlord may enter the
                  demised  premises  (or any part of them) at any time even if a
                  previous  right of re-entry  has been waived and then the term
                  will end but without  affecting  any rights that either  party
                  may have against the other including (without  limitation) the
                  breach under which the re-entry is made

IMPLIED EASEMENTS

(2)  That  nothing  herein  contained  shall  operate  expressly or impliedly to
     confer  upon or  grant  to the  Tenant  any  easement  right  or  privilege
     whatsoever

RESTRICTIONS ON ADJOINING PROPERTY

(3)  That  nothing  herein  contained  or implied  shall  impose or be deemed to
     impose any  restriction  on the use of any land or building or premises not
     comprised in these  presents or give the Tenant the benefit of or the right
     to enforce or to have enforced or to permit the release or  modification of
     any covenant  agreement or condition  entered into by any purchaser from or
     by any lessee or  occupier  of the  Landlord  in respect  of  property  not
     comprised  in  these  presents  or to  prevent  or  restrict  i any way the
     development of any land not comprised in these presents

COMPENSATION

(4)  Except where any Act of  Parliament  prohibits or modifies the right of the
     Tenant to  compensation  being  excluded or reduced by agreement the Tenant
     shall not be




     entitled on quitting the demised  premises to claim any  compensation  from
     the  Landlord  under the  Landlord  and Xxxxxx Xxx 0000 or any other Act of
     Parliament whether enacted before or after the date hereof

NOTICES

(5)

     (A)  Any  demand or notice  required  to be made  given to or served on the
          Tenant  shall be duly and validly made given or served if addressed to
          the  Tenant  (and if there  shall be more than one of them then any of
          them) and left at or sent by pre-paid  registered or recorded delivery
          mail addressed (in the case of a company) to its registered  office or
          (whether a company or  individual)  its last known  address or (in the
          case of a notice to the Tenant) the demised premises

     (B)  Any notice  required to be given to or served on the Landlord shall be
          duly and validly  made given or served if sent by pre-paid  registered
          or recorded  delivery  mail  addressed in the case of a company to the
          Landlord at its registered  office and in the case of an individual to
          the  latest  address  of the  Landlord  of which the  Tenant was given
          notice in writing

     (C)  Any  demand or notice  sent by mail shall be  conclusively  treated as
          having  been made given or served on the second  working day after the
          day of posting

CESSER OF RENT

(6)  In case the demised  premises or any part  thereof  shall be  destroyed  or
     damaged by any of the Insured  Risks so as to render the  demised  premises
     unfit for occupation and use and the policy or policies or insurance  shall
     not have been vitiated or payment of the policy monies  refused in whole or
     in  part in  consequence  of  some  act or  default  of the  Tenant  or any
     undertenant  or any person  under its or their  control then the rent first
     hereby  reserved or a fair proportion  thereof  according to the nature and
     extent  of the  damage  sustained  shall be  suspended  until  the  demised
     premises  shall  be  again  rendered  fit  for  occupation  and  use or the
     expiration  of three (3) years from the date of the  destruction  or damage
     (whichever  is the  earlier) and any dispute  regarding  the cesser of rent
     shall be referred to the award of a single  arbitrator  to be  appointed in
     default of agreement  upon the  application of either party by or on behalf
     of the  President  for the time being of the Royal  Institute  of Chartered
     Surveyors in accordance with the provisions of the Arbitration Xxx 0000 (as
     the same may from time to time be amended)




EXCLUSION ORDER

(7)  Having been  authorised  so to do by an Order of the * County Court made on
     the * day of * 199* under the  provisions  of S.38(4) of the  Landlord  and
     Xxxxxx  Xxx  0000 as  amended  by S.5 of the Law of  Property  Xxx 0000 the
     parties  hereto agree that the  provisions of S.24 to S.28 inclusive of the
     Landlord  and Xxxxxx Xxx 0000 shall be  excluded  in  relation to the Lease
     hereby created

INTERPRETATION

(8)  In this Lease where the context so admits words importing the neuter gender
     only shall  include the  masculine or feminine  gender (as the case may be)
     and words  importing the  masculine  gender only shall include the feminine
     gender and vice-versa and words  importing the singular number only include
     the  plural  number  and  vice  versa  and  where  there  are  two or  more
     individuals  included  in the  expression  "the  Tenant"  covenants  herein
     expressed  to be made by the  Tenant  shall  be  deemed  to be made by such
     persons jointly and severally

PARAGRAPH HEADINGS

(9)  The paragraph  headings  hereto shall not affect the  construction of these
     presents

CERTIFICATION

(10) It is hereby  certified  that this Lease is not entered into pursuant to an
     Agreement for Lease


IN WITNESS  whereof this Lease has been duly executed as a Deed the day and year
first before written

                               THE FIRST SCHEDULE

ALL THAT the land and  premises  known  as 29,  29A,  31 and 00  Xxxxxxxx  Xxxxx
Xxxxxxxxxx  Xxxxxx XX00 which said land and  premises  comprise  Title Nos.  SGL
281662 and SGL 382413 together with the  appurtenances  thereto and any building
now or  hereafter  erected on the said land or any part thereof and all boundary
walls  fences  and  xxxxxx   belonging   thereto  and  including  all  additions
alterations and  improvements  thereto and all Landlord's  fixtures and fittings
and plant machinery and equipment now or hereafter on in or about the same

                               THE SECOND SCHEDULE

The following  rights and easements are excepted and reserved out of the demised
premises to the Landlord and its tenants and the  occupiers of any  adjoining or
neighbouring  land or premises  ("the  other  premises")  and all other  persons
authorised by the Landlord or having the like rights and easements:

     (A)  The  free   passage  and   running  of  water  soil  gas   electricity




          telecommunications  and other  services  through  all  channels  pipes
          conduits  and cables and other  media which are now or may at any time
          during  the Term be in on over or under the  demised  premises  or any
          part thereof

     (B)  Full right and liberty at any time hereafter as need or occasion shall
          arise to build  re-build  or  execute  any other  works upon the other
          premises  and to use the  other  premises  in any  manner  and for any
          purposes  as the  Landlord  or the person  exercising  such rights may
          think  fit  notwithstanding  that  the  access  of light or air to the
          demised premises may thereby suffer interference

     (C)  The right to lay  construct  and  maintain  gas water and other  pipes
          drains  electric  telecommunications  and other  wires and  cables and
          appliances (with necessary  inspection xxxxxxxx) through in under over
          or upon the demised  premises  or any part  thereof for the benefit of
          the demised premises or the other premises

     (D)  The  right at any time  with or  without  workmen  and  equipment  but
          (except in an emergency) after giving not less than Twenty-four  hours
          prior written  notice to enter (or in an emergency or after the giving
          of reasonable  prior notice  during the Tenant's  absence to break and
          enter)  the  demised  premises  in  order to (a)  inspect  or view the
          condition  of the demised  premises  (b) carry out work upon the other
          premises  and (c)  carry  out any  repairs  or other  work  which  the
          Landlord  must or may carry out under the  provisions of this Lease or
          to do any other thing which under the said provisions the Landlord may
          do

     (E)  Such rights and  easements as were  excepted or reserved by any of the
          documents set out in the Third Schedule hereto

                               THE THIRD SCHEDULE

The demise hereinbefore  contained is made subject to the covenants restrictions
reservations  and other  matters  (other than  financial  charges)  contained or
referred to in the Property  and Charges  Registers of Title Nos. SGL 281662 and
SGL 382413

                               THE FOURTH SCHEDULE
                                   RENT REVIEW

DEFINITIONS

(1)  For the purpose of this Schedule:

     (A)  "Review Date" means 1st September 2000

     (B)  "Open  Market  Rent"  means the best  yearly rent at which the demised




          premises might  reasonably be expected to be let in the open market on
          the Review Date by a willing  landlord to a willing tenant with vacant
          possession  and without a premium or any other  consideration  for the
          grant  thereof for a term of years equal to the residue  unexpired  of
          the Term at the Review Date and after the expiry of a rent free period
          of such length as would be  negotiated in the open market and otherwis
          on the same  terms  and  conditions  as are  contained  in this  Lease
          (except as to the amount of the rent payable  hereunder  but including
          these provisions for the review of rent) and on the assumption (if not
          a fact) that at the Review Date:

          (A)  the  demised   premises  are  suitable  and  fit  for   immediate
               beneficial  occupation  and  use by the  willing  tenant
          (B)  the demised premises are in good and substantial  repair and free
               from defects (whether or not inherent)
          (C)  no work has  been  carried  out to the  demised  premises  by the
               Tenant or any  undertenant  during the Term which has  diminished
               the rental value of the demised premises
          (D)  if the demised  premises have been destroyed or damaged they have
               been fully rebuilt and reinstated
          (E)  all the  covenants  on the part of the Tenant  contained  in this
               Lease have been fully performed and observed

          BUT  there shall be disregarded:

          (I)  any effect on rent of the fact that the  Tenant or any  permitted
               undertenant may have been in occupation of the demised premises
          (II) any  goodwill  attached to the demised  premises by reason of any
               business  carried  on  therein  by the  Tenant  or any  permitted
               undertenant
          (III)any  increase  in  the  rental  value  of  the  demised  premises
               attributable   to  the  existence  at  the  Review  Date  of  any
               improvement to the demised  premises or any part thereof  carried
               out by the  Tenant or any  permitted  undertenant  after the date
               hereof  with  the  consent  (where   required)  of  the  Landlord
               otherwise  than in pursuance of an  obligation to the Landlord or
               pursuant to  obligations  requiring  compliance  with statutes or
               directions of local or other authorities
          (IV) the taxable  status of the Tenant for the purposes of Value Added
               Tax or any other tax
          (V)  so far as may be  permitted  by law all  restrictions  whatsoever
               relating  to rent  or to  security  of  tenure  contained  in any
               statute  or  orders  rules  or  regulations  thereunder  and  any
               directions  thereby given  relating to any method of  determining
               rent

     (C)  "Surveyor" means the independent  professionally qualified surveyor of
          not less than Ten (10) years standing  being  suitably  experienced in
          rent  review  valuations  in South  East  England  of  industrial  and
          warehouse  premises  of a  similar  size  and  nature  to the  demised
          premises appointed




          from time to time to  determine  the Open Market Rent  pursuant to the
          provisions of this Schedule

     (D)  "the  President"  means the  President for the time being of The Royal
          Institution  of  Chartered   Surveyors  and  shall  include  the  duly
          appointed  deputy of the  President  or any person  authorised  by the
          President to make appointments on his behalf

     (E)  "Rent Restrictions"  means any restrictions  imposed by statute or any
          order rule or regulation  thereunder  for the control of rent in force
          on the  Review  Date or on the date on  which  any  increased  rent is
          ascertained  in  accordance  with this  Schedule and which  operate to
          impose any  limitation  whether in time or amount on the collection of
          an increase in the rent first hereby reserved or any part thereof

UPWARDS ONLY RENT REVIEW

(2)  The rent first  hereby  reserved  shall be  reviewed  with  effect from the
     Review Date in accordance with the provisions of this Schedule and from and
     including  the Review  Date the rent shall be equal to the higher of either
     the rent payable immediately before the Review Date or the Open Market Rent
     on the Review Date agreed or determined as hereinafter provided

AGREEMENT OR DETERMINATION OF THE REVIEWED RENT

(3)  The Open  Market  Rent at the  Review  Date may be agreed in writing at any
     time between the Landlord and the Tenant but if for any reason the Landlord
     and the Tenant are unable to agree to the Open  Market Rent then either the
     Landlord or the Tenant may (not more than two months before but at any time
     after the Review Date) by notice to the other party require the Open Market
     Rent to be determined by the Surveyor

APPOINTMENT OF SURVEYOR

(4)  In  default  of  agreement  between  the  Landlord  and the  Tenant  on the
     appointment  jointly of the Surveyor the Surveyor shall be appointed by the
     President on the written  application  of either the Landlord or the Tenant
     who  shall be at  liberty  to make such  application  not more than one (1)
     month before but at any time after the Review Date

FUNCTIONS OF THE SURVEYOR

(5)  The Surveyor shall:

     (A)  at  the  option  of  the  Landlord  act  either  as an  arbitrator  in
          accordance  with the  Arbitration Act 1996 (as the same may be amended
          from time to time) or as an expert

     (B)  if acting as an expert invite the Landlord and the Tenant to submit to
          him




          within such time limits as he shall consider  appropriate and as shall
          be approved by the  Landlord a valuation  accompanied  if desired by a
          statement   of   reasons   and   such    representations   and   cross
          representations  as to the  amount of the Open  Market  Rent with such
          supporting evidence as they may respectively wish

     (C)  within  sixty (60) days of his  appointment  or within  such  extended
          period as the Landlord and the Tenant shall  jointly  agree in writing
          give to each of them  written  notice of the amount of the Open Market
          Rent as determined by him

COSTS OF REFERENCE TO SURVEYOR

(6)
     (A)  The costs of any  reference  to the  Surveyor (if acting as an expert)
          shall be in the award of the Surveyor and failing such award the costs
          shall be borne by the parties in equal shares

     (B)  If  either  the  Landlord  or the  Tenant  shall  fail  to  pay  their
          respective  share of the costs of the  Surveyor  under the  provisions
          hereof  within  twenty-one  days of the  same  being  demanded  by the
          Surveyor  then the  other  shall be  entitled  to pay the same and the
          amount to paid shall be repaid by the party  chargeable  on demand and
          in the case of the Tenant shall be recoverable as rent in arrear

APPOINTMENT OF NEW SURVEYOR

(7)  If  the  Surveyor  (acting  as an  expert)  does  not  give  notice  of his
     determination  within  the  time  aforesaid  or if he shall  die or  become
     unwilling  to act or  incapable  of acting or if for any other reason he is
     unable to act then  either  the  Landlord  or the Tenant  may  request  the
     President to discharge  the  Surveyor and appoint  another  surveyor in his
     place which procedure may be repeated as many times as necessary





INTERIM PAYMENTS PENDING DETERMINATION

(8)  In the event that by the Review  Date the amount of the  reviewed  rent has
     not been agreed or determined as aforesaid (the actual date of agreement or
     determination being herein called "the Determination Date") then in respect
     of the period of time (herein called "the Interim  Period")  beginning with
     the Review Date and ending on the quarter day following  the  Determination
     Date the Tenant shall pay to the  Landlord  rent at the yearly rate payable
     immediately  before  the  Review  Date  and  within  seven  (7) days of the
     Determination  Date the  Tenant  shall  pay to the  Landlord  on  demand as
     arrears  of rent the amount by which the  reviewed  rent  exceeds  the rent
     actually  paid during the Interim  Period  (apportioned  on a daily  basis)
     together with interest  thereon at the Prescribed




     Rate from the Review Date to the date of actual payment

RENT RESTRICTIONS

(9)  On each and every  occasion  during the Term that Rent  Restrictions  shall
     prevent or prohibit either wholly or partially:

     (A)  the operation of the above provisions for review of the rent or

     (B)  the normal collection and retention by the Landlord of any increase in
          the rent or any installment or part thereof

     THEN and in each such case respectively:

          (I)  the operation of such  provisions for review of the rent shall be
               postponed  to take  effect on the first date or dates  thereafter
               upon which such operation may occur

          (II) the  collection of any increase or increases in the rent shall be
               postponed  to take  effect on the first date or dates  thereafter
               that such increase or increases may be collected  and/or retained
               in whole or in part and on as many occasions as shall be required
               to ensure the collection of the whole increase

     AND until the Rent Restrictions shall be relaxed either partially or wholly
     the rent first hereby  reserved  shall be the maximum sum from time to time
     permitted by the Rent Restrictions as may be applicable

MEMORANDA OF REVIEWED RENT

(10) As soon as the amount of any  reviewed  rent has been agreed or  determined
     memoranda  thereof shall be prepared by the Landlord or its  Solicitors and
     thereupon  shall be signed by or on behalf of the  Landlord  and the Tenant
     and annexed to this Lease and the counterpart thereof and the parties shall
     bear their own costs in respect thereof

TIME NOT OF THE ESSENCE

(11) For the purpose of this clause time shall not be of the essence

                               THE FIFTH SCHEDULE

(1)  The Assignee or the Surety shall pay the rents and all other sums  reserved
     and made  payable by the Lease in the manner  and at the  respective  times
     appointed  for  payment  thereof  and shall  perform  and  observe  all the
     covenants  on the part of the  Tenant  and the  conditions  and  provisions
     contained  in the Lease AND the  Surety  hereby  indemnifies  the  Landlord
     against all claims  demands  losses  damages costs and expenses  whatsoever
     sustained  by the  Landlord by reason of or arising in any way  directly or
     indirectly  out of any  default by the  Assignee in the payment of the said
     rents  or other  sums in the  manner  aforesaid  or in the  performance  or
     observance of any of the said covenants  conditions and provisions




     PROVIDED  ALWAYS that any neglect delay or  forbearance  of the Landlord in
     enforcing  or giving time to the  Assignee for payment of the said rents or
     other sums or the  performance  or observance of any of the said  covenants
     conditions  and  provisions  or any  variation  in the  terms  of th  Lease
     (including  any  reviews  of the rent) or the  transfer  of the  Landlord's
     reversion or the release of any one of the persons acting as the Surety (if
     more  than one) from  liability  under the Lease or any other act  omission
     matter or thing  whatsoever  whereby  (but for this  provision)  the Surety
     would be  exonerated  either  wholly  or in part  from  this  covenant  and
     indemnity (other than a release under seal given by the Landlord) shall not
     release  or in any  way  lessen  or  affect  the  liability  of the  Surety
     hereunder

(2)  If the Lease is  forfeited  or if the  Assignee  being a company  goes into
     liquidation  and the  liquidator  disclaims  the Lease or the  Assignee  is
     wound-up or ceases to exist or the  Assignee  being an  individual  becomes
     bankrupt and the trustees in bankruptcy  disclaim the Lease or if the Lease
     is disclaimed by or on behalf of the Assignee  under any statutory or other
     power then if the  Landlord so requires  the Surety  shall  accept from and
     execute  and  deliver to the  Landlord a  counterpart  of a ne lease of the
     Demised  Premises  for a term  commencing  on the  date of such  forfeiture
     disclaimer  or other  event  putting  an end to the  effect of the Lease as
     aforesaid and continuing  for the residue then  remaining  unexpired of the
     term  granted  by the Lease  such new lease to be at the cost of the Surety
     and to reserve the same rents and other sums as are then  reserved and made
     payable by the Lease and to be subject to the same covenants conditions and
     provisions  (including the rent review  provisions) as are contained in the
     Lease (with the exception of this clause)

(3)  If the  Landlord  shall not  require  the Surety to take a new lease of the
     Demised  Premises   pursuant  to  paragraph  (2)  above  the  Surety  shall
     nevertheless  upon demand pay to the  Landlord a sum equal to the rents and
     all other  outgoings  that would have been payable under this Lease but for
     the  disclaimer  or other event as  aforesaid in respect of the period from
     and including the date of the disclaimer or other event as aforesaid  until
     the  expiration of six (6) months  therefrom or until the Demised  Premises
     shall have been re-let by the Landlord (whichever shall first occur)

(4)  In the event that the Assignee  further  assigns the Lease the Surety shall
     enter into the said Authorised  Guarantee  Agreement so as to guarantee the
     performance by the Assignee of the Assignees covenants contained therein




SIGNED as a DEED by the
said * in the presence of:

           Director




           Secretary




SIGNED as a DEED by the
said *
in the presence of:

           Director

           Secretary







                                      INDEX

PARTIES

                CLAUSE 1:            Demise

                                     Habendum

                                     Reddendum

                CLAUSE 2:            Tenants Covenants

                (1)                  To pay rents

                (2)                  To pay interest on overdue monies

                (3)                  To pay outgoings

                (4)                  To maintain and keep in repair

                (5)                  Cleaning

                (6)                  To yield up

                (7)                  Entry by Landlord and others

                (8)                  To comply with notices to repair

                (9)                  Dangerous materials and use of machinery

                (10)                 Overloading floors and services

                (11)                 Alterations

                (12)                 Statutory requirements

                (13)                 Planning

                (14)                 Statutory notices

                (15)                 Fire precautions and equipment

                (16)                 To inform the Landlord of defects

                (17)                 User

                (18)                 Not to affix signs
                (19)                 Notices for disposal




                (20)                 To notify Landlord of encroachments

                (21)                 To inform Landlord of notices

                (22)                 Tax

                (23)                 Landlords Costs

                (24)                 Alienation

                (25)                 Value Added Tax

                (26)                 Insurance

                CLAUSE 3:            Landlord's Covenants

                (1)                  Quiet Enjoyment

                (2)                  To Insure

                (3)                  To produce copy Schedule

                (4)                  Destruction of Demised Premises

                CLAUSE 4:            Provisos and Declarations

                (1)                  Forfeiture

                (2)                  Implied easements

                (3)                  Restrictions on adjoining property

                (4)                  Compensation

                (5)                  Notices

                (6)                  Cesser of rent

                (7)                  Exclusion Order

                (8)                  Interpretation

                (9)                  Paragraph headings

                (10)                 Certification




                THE FIRST SCHEDULE:  The demised premises

                THE SECOND SCHEDULE: Rights reserved

                THE THIRD SCHEDULE:  Subject matters

                THE FOURTH SCHEDULE: Rent Review provisions

                THE FIFTH SCHEDULE:  Form of Covenant by Future Surety











                      DATED                        1998

                                      (1) *

                                      (2) *








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