to-

                                                                    Exhibit 10.4

                               DATED 28th May 1993

                         CHESTERMOUNT PROPERTIES LIMITED

                                      -to-

                          EURO BROKERS HOLDINGS LIMITED

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

                               U N D E R L E A S E

                                       of
                                       `
                          Premises on the Second Floor

                              of Five Acre Square,

                         000/000 Xxxxxxxxxxx, Xxxxxx XX0

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



                                NABARRO XXXXXXXXX

                               00 Xxxxxxxx Xxxxxx
                                 Xxxxxx X0X 0XX
                             Telephone: 000-000 0000





T H I S  U N D E R L E A S E  made the 28th day of May

     One thousand nine hundred and ninety three  B E T W E E N  CHESTERMOUNT
PROPERTIES LIMITED whose registered office is at 00 Xxxxxx Xxxxxx Xxxxxx X0
(hereinafter called "the Landlord") of the one part and EURO BROKERS HOLDINGS
LIMITED whose registered office is at Xxxxxxxx Xxxxx Xxxxxx Xxxxxx XX0X 0XX
(hereinafter called "the Tenant") of the other part W I T N E S S E T H as
follows:-

DEFINITIONS

1.       In these presents whenever the context admits the following expressions
         shall have the meanings hereby assigned to them namely:-

         1.1      "Act of Parliament" means every Act of Parliament that may be
                  relevant to the Demised Premises its use or any thing or any
                  person thereon at any time including (without limitation) even
                  Act of Parliament whether in force at the date hereof or not
                  and any subsequent statutory re-enactment or modification of
                  any Act of Parliament and any order regulation directive
                  bye-law rule consent or licence made or granted under any Act
                  of Parliament or by any public or local authority (acting in
                  its


                                       1




                  official capacity or by any court of competent jurisdiction

         1.2      "the Break Date" means 24th March 2003

         1.3      "the Building" means the whole of the building known as Five
                  Acre Square 126/137 (inclusive) Houndsditch Xxxxxx XX0
                  (including the Demised Premises) and the curtilage thereof
                  (the present position of the ground floor whereof is shown for
                  the purpose identification only edged blue on Plan A annexed
                  hereto) and any permitted alterations or additions to the same
                  together with the fixtures in the nature of Landlord's
                  fixtures which are now or at any time hereafter may be affixed
                  to or upon the same including without prejudice to the
                  generality of the foregoing the Plant

         1.4      "the Business Hours" means the hours of 7.30 am to 7.30 pm on
                  weekdays excluding bank and public holidays provided that the
                  Landlord may from time to time vary or modify or extend such
                  hours as it may reasonably deem fit in the interest of good
                  estate management of the Building



                                       2



         1.5      "the Car Park" means the area of the Common Parts shown
                  hatched blue on Plan A annexed hereto but subject to variation
                  in accordance with Clause 1.7

         1.6      "the Supplemental Deed" means a deed of even date between
                  (inter alia) the parties hereto relating to (inter alia) the
                  provision by the Tenant of additional security for the
                  performance of its obligations under this Underlease

         1.7      "the Common Parts" means the parts of the Building and all
                  fixtures fittings and furnishings and facilities within such
                  parts which from time to time are provided or designated by
                  the Landlord for the common or general use by or for the
                  benefit of all or substantially all the tenants and occupiers
                  of the Building and where appropriate visitors to the Building
                  which shall for the avoidance of doubt include the Car Park
                  and the Service Area the present position of such areas being
                  shown at ground floor first floor and second floor levels only
                  edged green on the Plans PROVIDED that any variations to the
                  extent of the Common Parts at the aforesaid levels shall not
                  render such



                                       3


                  areas materially less commodious to the Tenant

         1.8      "the Conduits" means gutters gullies pipes drains sewers
                  watercourses channels ducts flues wires cables communications
                  and special installations and other conducting media

         1.9      "Demised Premises" means the premises described in the First
                  Schedule hereto and any permitted alterations or additions to
                  the same together with all fixtures in the nature of
                  Landlord's fixtures which are now or at any time hereafter may
                  be affixed to or in or upon the said premises including
                  without prejudice to the generality of the foregoing any of
                  the Conduits affixed to or in or upon the same and exclusively
                  serving the same but excluding the Plant

         1.10     "Insured Risks" means the following risks to be included in
                  any policy or policies of insurance effected under the terms
                  of this Underlease namely the risks of fire storm tempest
                  flood lightning explosion earthquake aircraft and other aerial
                  devices articles dropped therefrom riot or civil commotion
                  malicious damage impact subsidence heave bursting and
                  overflowing of boilers water tanks apparatus or pipes (and in





                                       4



                  the absolute discretion of the Landlord damage caused by
                  terrorist action) and such other insurable risks as the
                  Landlord shall from time to time upon reasonable notice
                  reasonably require to be insured

         1.11     "Interest" means interest at the rate of three pounds per
                  centum per annum above the base rate or its equivalent for the
                  time being in force of National Westminster Bank plc or if
                  such base rate or equivalent no longer exists such alternative
                  rate set by the same or a comparable bank as is reasonably
                  nominated by the Landlord or if this provision shall in the
                  future become impossible to administer such other comparable
                  rate of interest as the Landlord shall from time to time
                  reasonably determine

         1.12     "Landlord" shall include the person for the time being
                  entitled to the reversion immediately expectant on the
                  determination of the term hereby created and shall also be
                  deemed to include any Superior Landlord except for the
                  purposes of Clause 5



                                       5



         1.13     "the Lettable Space" means the internal space in the Building
                  (including for the avoidance of doubt the Demised Premises)
                  designed for occupation other than the Common Parts and the
                  lifts and the parts (a) designed for occupation by the
                  Landlord in its capacity as landlord of the Building and (b)
                  designed for occupation by statutory undertakers in their
                  capacity as statutory undertakers

         1.14     "Loss of Rent" means loss for a period of five years of the
                  aggregate of all rents which can reasonably be expected from
                  time to time to become payable during the ensuing five years
                  to the Landlord in respect of the Demised Premises or all
                  parts of the Demised Premises

         1.15     "Party Structures" means the footings foundations walls and
                  roofs separating and dividing the Building from any other
                  premises and not exclusively belonging to the Building

         1.16     "Permitted Part" means any part of the Demised Premises that
                  is capable of being separately underlet without breaching any

                  fire or other statutory regulations



                                       6


         1.17     "Planning Acts" means 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 and the Planning and
                  Compensation Xxx 0000 and includes any other applicable town
                  and country legislation

         1.18     "The Plans" means the plans annexed hereto

         1.19     "Plant" means all lifts boilers central heating refrigeration
                  air conditioning and ventilation plant and apparatus
                  communications and special installations hot and cold water
                  and drinking water installations and boosting pumps sprinkler
                  systems and other fire prevention and fire fighting equipment
                  fire smoke and security alarms and systems smoke extraction
                  systems lighting and lightning protection installations
                  standby generators automatic controls and any other electrical
                  and mechanical equipment in or serving the Building or any
                  part thereof

         1.20     "Reinstatement Cost" means the full reinstatement cost of the
                  Building including (but without limitation) allowance for
                  inflation in


                                       7



                  costs the cost of demolition and clearance of debris the cost
                  of temporary support and protection incidental expenses
                  consequent upon rebuilding or reinstating including the cost
                  of compliance with all local authority and statutory
                  requirements architects' quantity surveyors' structural and
                  civil engineers' mechanical and electrical engineers' and
                  other professional fees together with VAT on all the foregoing
                  including without limitation VAT on any self supply under
                  Paragraphs 5 and 6 of Schedule 6A to the VAT Act whether or
                  not the Landlord has made a VAT Election

         1.21     "the Services" shall have the meaning ascribed to it in
                  Paragraph l(ii) of the Fifth Schedule hereto

         1.22     "the Service Area" means the area of the Common Parts the
                  present position of which is shown hatched yellow on Plan A
                  annexed hereto but subject to variation in accordance with
                  Clause 1.7


         1.23     "Superior Landlord" means all Superior Landlords no matter how
                  remote




                                       8


         1.24     "Superior Lease" means the Lease under which the Landlord
                  holds the Demised Premises and any Lease or Leases superior
                  thereto

         1.25     "Surveyor" means a surveyor (whether or not an employee of the
                  Landlord or any company associated with the Landlord) and who
                  acts in accordance with the principles of good estate
                  management

         1.26     "Tenant" shall include its successors in title and permitted
                  assigns

         1.27     "The Term" means the term hereby granted and any period of
                  holding over or any extension or continuance thereof whether
                  by statute or common law

         1.28     "the Utilities" means air water sewage of all kinds gas
                  electricity wireless telegraphic communication and all other
                  forms of communication and other services serving the Demised
                  Premises

         1.29     "VAT" means Value Added Tax or any similar tax from time to
                  time replacing it or performing a similar fiscal function

         1.30     "VAT Act" means the Value Added Tax Act 1983 as amended from
                  time to time and any Act replacing


                                       9



                  re-enacting or consolidating it

         1.31     "VAT Election" means an election under Paragraph 2 of Schedule
                  6A to the VAT Act (or any equivalent provision) for exemption
                  to be waived which has effect in relation to the Building

         1.32     "VAT Supply" shall have the meaning which "supply" has for the
                  purposes of the VAT Act


INTERPRETATION
--------------


2.       In these presents unless there is something in the context or subject
         inconsistent therewith:-

         2.1      words importing the masculine gender only shall include the
                  feminine gender and vice versa

         2.2      words importing the singular number only shall include the
                  plural number and vice versa and where there are two or more
                  persons included in the expression "the Tenant" covenants
                  contained in these presents which are expressed to be made by
                  the Tenant shall be deemed to be made by such persons jointly
                  and severally

         2.3      words importing persons shall include corporations and vice
                  versa

         2.4      any reference to a specific Act of Parliament or Acts of
                  Parliament or enactments generally




                                       10


                  shall include any modification or re-enactment thereof for the
                  time being in force and shall include all instruments orders
                  regulations permissions and directions for the time being
                  issued or given thereunder or deriving validity therefrom

         2.5      references to Clauses shall unless otherwise expressly
                  provided be to Clauses of this Underlease

         2.6      the index and clause headings hereto shall not affect the
                  construction of these presents


DEMISE HABENDUM AND REDDENDUM
-----------------------------

3.       In consideration of the rents hereby reserved and of the covenants by
         the Tenant hereinafter contained the Landlord HEREBY DEMISES unto the
         Tenant ALL THAT the Demised Premises TOGETHER with the rights set out
         in Part I of the Second Schedule hereto SUBJECT to the easements rights
         and privileges specified in Part II of the Second Schedule hereto which
         (in so far as they do not already affect the Landlord's estate in the
         Demised Premises) are hereby EXCEPTED out of the demise AND RESERVED
         unto the Landlord and all others to whom the Landlord may hereafter
         grant the benefit of the same or any of them TO HOLD the



                                       11



         same (except and reserved and subject as aforesaid and subject also as
         mentioned in Part III of the Second Schedule hereto) UNTO the Tenant
         from the 25th day of March One thousand nine hundred and ninety three
         for the term of TWENTY FIVE YEARS (subject to early determination as
         herein provided) YIELDING AND PAYING therefor yearly during the Term
         and so in proportion for any period less than a year FIRST:-

         3.1      for the period from 29th September 1994 to 23rd June 1996 the
                  sum of SEVEN HUNDRED AND NINETY THREE THOUSAND NINETY NINE
                  POUNDS AND EIGHT XXXXX ((pound)793,099.08) per annum and

         3.2      for the period from 24th June 1996 to 24th March 1998 the sum
                  of EIGHT HUNDRED AND NINETY FIVE THOUSAND FIVE HUNDRED AND
                  FIFTY POUNDS ((pound)895,550.00) per annum and

         then subject to review as provided in the Third Schedule hereto such
         rent to be paid quarterly in advance on the Twenty fifth day of March
         the Twenty fourth day of June the Twenty ninth day of September and the
         Twenty fifth day of December in each year and in each case without any
         deduction whatsoever the first payment or a proportionate part thereof
         to


                                       12




         be paid on 29th day of September One thousand nine hundred and ninety
         four in respect of the period from the 29th day of September One
         thousand nine hundred and ninety four to the day before the quarter day
         immediately following thereafter (both dates inclusive) SECONDLY by way
         of further or additional rent all such sums as shall become payable by
         way of or on account of service charge under the Fifth Schedule hereto
         such sums to be payable as therein provided THIRDLY by way of further
         or additional rent a fair and reasonable proportion determined by a
         Surveyor whose decision shall be final and binding (save in the case of
         manifest error) of the sum or sums which the Landlord may expend in
         effecting or maintaining or procuring the effecting and maintaining of
         insurance of the Building including the Plant in the Reinstatement Cost
         against (a) the Insured Risks (b) Loss of Rent and (c) property owner
         and public liability with the intention that the Tenant will not bear
         the cost of the proportion of the sums which are attributable to any
         other Lettable Space such sum or sums to be paid on demand FOURTHLY by
         way of further or additional rent the cost to the Landlord of supplying
         electricity to



                                       13



         the Demised Premises taking into account any discount to which the
         Landlord may be entitled and FIFTHLY by way of further or additional
         rent Interest (as well after as before judgment) upon rents or any such
         other sums payable by the Tenant to the Landlord calculated from the
         date when the same become due until payment thereof such Interest to be
         payable on demand SIXTHLY by way of further or additional rent VAT
         payable by the Tenant to the Landlord under this Underlease SEVENTHLY
         by way of further or additional rent but without prejudice to any other
         right remedy or power herein contained or otherwise available to the
         Landlord all such other sum or sums as may become payable by the Tenant
         to the Landlord under the provisions of this Underlease but not
         otherwise reserved as rent such sum or sums to be payable on demand
         unless otherwise expressly hereinbefore provided for


TENANT'S COVENANT
-----------------

4.       The Tenant HEREBY COVENANTS with the Landlord as follows:-


TO PAY RENT
-----------

         4.1      To pay the rents sums and payments at the times and in the
                  manner at and in which the same are



                                       14



                  hereinbefore reserved and made payable without any deduction
                  (except as aforesaid)


OUTGOINGS
---------

                  4.2.1    To pay and discharge all rates taxes duties charges
                           assessments impositions and outgoings whatsoever
                           whether parliamentary parochial local or of any other
                           description which are now or may at any time
                           hereafter be taxed assessed charged or imposed upon
                           or payable in respect of the Demised Premises or on
                           the owners or occupiers in respect thereof (including
                           for the avoidance of doubt the supply of electricity
                           charged via a meter in the Demised Premises and any
                           meter charge therefor) or a proportion properly
                           attributable to the Demised Premises of any such
                           outgoings as may be taxed assessed charged or imposed
                           upon or payable in respect of premises of which the
                           Demised Premises form part (such proportion to be

                           determined by the Surveyor whose decision shall be
                           conclusive) Provided that the Tenant shall not be
                           obliged to pay any rates taxes duties




                                       15


                           charges assessments impositions or other such
                           outgoings arising in respect of the grant of this
                           Underlease any dealing with the reversion mediately
                           or immediately expectant on the determination of the
                           Term or the right to receive the rents payable
                           hereunder or any income or corporation tax or any
                           other tax on income profits or gains not otherwise
                           payable by the Tenant and for the avoidance of doubt
                           this Clause 4.2.1 does not apply to VAT unless on a
                           payment otherwise due under this Clause 4.2.1

                  4.2.2    To pay and indemnify the Landlord against all rates
                           taxes duties charges assessments impositions and
                           outgoings which are payable by the Landlord as a
                           result of the Demised Premises being vacant at any
                           date prior to the expiry or earlier determination of
                           the Term AND this sub-clause shall remain in force
                           notwithstanding the expiry or earlier determination
                           of the Term as aforesaid


                                       16



STATUTES AND BYE-LAWS
---------------------

         4.3      At all times during the Term:-

                  4.3.1    to observe and comply in all respects with the
                           provisions and requirements of any and every Act of
                           Parliament so far as they relate to or affect the
                           Demised Premises or any part thereof or the user
                           thereof or the employment or residence therein of any
                           person whether by the or Tenant or any undertenant or
                           occupier of the Demised Premises

                  4.3.2    to execute all works and provide and maintain all
                           arrangements which by or under any Act of Parliament
                           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 such Act are or may be directed or

                           required to be executed provided and maintained at
                           any time during the Term upon or in respect of the
                           Demised Premises or any part thereof or in respect of
                           the user thereof or the employment or residence
                           therein of any person



                                       17


                           whether by the Tenant or any undertenant or occupier
                           of the Demised Premises

                  4.3.3    to indemnify the Landlord at all times 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 under sub-clauses 4.3.1 and 4.3.2

                  4.3.4    not to do or omit or suffer to be done or omitted on
                           or about the Building any act or thing by reason of
                           which the Landlord may under any enactment incur or
                           have imposed upon the Landlord or become liable to
                           pay any penalty damages compensation costs charges
                           and expenses

                  PROVIDED ALWAYS that without prejudice to the foregoing the
                  Landlord and the Tenant shall be entitled to object to any
                  such directions provisions requirements or other matters
                  specified in this sub-clause in which event the Tenant at the
                  request of the Landlord but at the cost of the Tenant will
                  join with the Landlord in making any such objection




                                       18



GAS ELECTRICITY WATER TELEPHONES AND REFUSE
-------------------------------------------

         4.4      To pay and discharge and indemnify the Landlord against all
                  charges for the Utilities in connection with or consumed in
                  the Demised Premises and all meter rents in connection
                  therewith and all charges in connection with the collection of
                  refuse from the Demised Premises and to observe and perform
                  all regulations and requirements of the Utilities authorities
                  in respect of the Demised Premises in accordance with the
                  principles of good estate management



ABATEMENT OF NUISANCE
---------------------

         4.5      From time to time to pay all costs charges and expenses
                  incurred by the Landlord in abating a nuisance in respect of
                  the Demised Premises and executing all such works as may be
                  necessary for abating a nuisance in obedience to a notice
                  served by a local or other competent authority


MISCELLANEOUS COSTS
-------------------

         4.6      To pay to the Landlord all costs charges and expenses
                  (including legal costs and fees payable to surveyors
                  consultants and architects) which may be reasonably and
                  properly incurred by the Landlord:-



                                       19



                  4.6.1    in or in contemplation of any proceedings under
                           Section 146 or Section 147 of the Law of Property Xxx
                           0000 or either of them or the preparation and service
                           of notice thereunder whether or not any right of
                           re-entry or forfeiture has been waived by the
                           Landlord or notice served under either of the said
                           sections 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

                  4.6.2    in connection with the preparation and service of all
                           schedules of dilapidations whether before or after
                           the expiration of the Term

                  4.6.3    in connection with the recovery of any arrears of
                           rent due hereunder including the charges of any
                           bailiff appointed to recover the same whether he
                           actually levies distress or not

                  4.6.4    otherwise in connection with any breach by the Tenant
                           of any covenants or conditions


                                       20


                           herein contained and

                  4.6.5    in connection with any valuation of the Demised

                           Premises for insurance purposes provided such
                           valuations are not more frequent than once every year


REPAIR
------

         4.7      To repair and keep the Demised Premises and all appurtenances
                  of whatsoever nature belonging to the Demised Premises in good
                  and substantial repair (damage by any of the Insured Risks and
                  damage by terrorist action whether or not the Landlord had
                  opted to insure against the same excepted save to the extent
                  that the policy or policies of insurance shall have been
                  vitiated or payment of any of the policy moneys withheld or
                  refused by reason of any act neglect or default of the Tenant
                  or any underlessee or their respective servants agents
                  licensees or invitees)


SERVICE OF PLANT
----------------

         4.8      To keep any plant installed by the Tenant properly maintained

DECORATION
----------

                                       21


                  4.9.1    As often as may be necessary and in any event in the
                           fifth year of the Term and thereafter in every
                           succeeding fifth year thereof and also during the
                           last year thereof (howsoever the same may be
                           determined) to paint all the internal surfaces
                           originally painted and all additions thereto in the
                           Demised Premises with two coats at least of good
                           quality paint and well and sufficiently to grain
                           varnish paper plaster and emulsion all the interior
                           parts of the Demised Premises as are usually or ought
                           to be so treated and generally to redecorate
                           throughout restoring and making good the Demised
                           Premises in accordance with good standards of
                           workmanship and materials

                  4.9.2    As often as the Landlord may reasonably consider
                           necessary to clean and treat in an appropriate manner
                           to the reasonable satisfaction of the Landlord all
                           materials surfaces and finishes of the interior of
                           the Demised Premises which ought normally to be so
                           cleaned and treated and in par-





                                       22



                           ticular (but without prejudice to the generality of
                           the foregoing) all wood plaster metal granite and/or
                           stonework and to wash down all surfaces requiring to
                           be washed PROVIDED THAT this Clause shall not create
                           any greater obligation in respect of the requirements
                           for decoration contained in Clause 4.9.1 than are
                           imposed by Clause 4.9.1





                  4.9.3    Not to decorate the surfaces of the Demised Premises
                           not previously decorated


GLAZING
-------

         4.10     To clean all glazing of the Demised Premises (except the
                  external surfaces of the windows) not less frequently than
                  once in every month of the Term


YIELD UP
--------

                  4.11.1   At the expiration or sooner determination of the Term
                           quietly to yield up unto the Landlord the Demised
                           Premises and in such state and condition as shall in
                           all respects be consistent with a full and due
                           performance by the Tenant of the covenants on the
                           Tenant's part herein contained





                                       23


                           (damage by any of the Insured Risks excepted save to
                           the extent that the policy or policies of insurance
                           shall have been vitiated or payment of any of the
                           policy moneys withheld or refused by reason of any
                           act neglect or default of the Tenant or any
                           underlessee or their respective servants agents
                           licensees or invitees) but the Tenant shall be
                           entitled (and on the demand of the Landlord bound) to

                           remove all or any Tenant's fixtures and fittings and
                           on the demand of the Landlord shall be bound to
                           remove any other fixtures fittings or improvements
                           installed in the Demised Premises during the Term the
                           Tenant making good all damage caused by any removal
                           as aforesaid to the reasonable satisfaction of the
                           Surveyor and all relevant authorities

                  4.11.2   Wherever any plant or machinery or other fixtures
                           fittings or improvements to be removed are connected
                           to or take supplies from any of the main services
                           they shall be disconnected in such a manner that all



                                       24


                           redundant service media are removed and sealed off at
                           points as close as possible to the various ring mains
                           or principal distribution pipes which provide the
                           supplies such removal and sealing off to be carried
                           out so as not to interfere with the continued
                           function of the remaining services


PERMIT ENTRY FOR INSPECTION
---------------------------

         4.12     To permit the Landlord or the Landlord's agents or such
                  workmen as may be authorised by them (upon at least 48 hours
                  prior written notice except in the case of emergency) at
                  convenient times and as often as may be necessary to enter
                  into and upon the Demised Premises and examine the state of
                  repair and condition of the same and within three calendar
                  months or sooner if requisite after notice in writing to the
                  Tenant shall have been given or left at the Demised Premises
                  of all defects and wants of reparation for which the Tenant is
                  liable hereunder found on such examination to commence to
                  repair and make good the same according to such notice and the
                  covenants in that behalf hereinbefore con-





                                       25


                  tained and thereafter continue diligently with such work and
                  in case the Tenant shall make default in so doing it shall be
                  lawful but not obligatory for workmen or others to be employed
                  by the Landlord to enter upon the Demised Premises and repair
                  and restore the same and all expenses reasonably incurred

                  thereby (including professional fees) and Interest thereon
                  from the date of expenditure by the Landlord shall on demand
                  be paid by the Tenant to the Landlord and if not so paid shall
                  be recoverable by the Landlord as a liquidated debt and shall
                  be recoverable in the same manner as the Landlord is entitled
                  to recover overdue rent


PERMIT ENTRY FOR REPAIR
-----------------------

         4.13     To permit the Landlord and the Superior Landlord or their
                  respective agents or workmen and the tenants and occupiers of
                  any other part of the Building or any premises adjoining the
                  same now or at any time hereafter belonging to the Landlord
                  and/or the Superior Landlord with tools and apparatus at any
                  time or times during the Term (at reasonable hours in the
                  daytime upon not less than 48 hours prior written no-

                                       26


                  xxxx except in the case of emergency) to enter upon the
                  Demised Premises for the purposes set out in Part II of the
                  Second Schedule hereto


IMPROVEMENT AND ALTERATIONS
---------------------------

                  4.14.1   Subject to Clause 4.14.3 not to execute any
                           improvement in respect of the Demised Premises and
                           not to make any structural alteration thereto nor
                           otherwise cut maim or remove any of the walls
                           ceilings floors girders or timbers of the Demised
                           Premises (unless for the purpose of making good
                           defects) nor make alter nor cause or permit to be
                           altered the exterior appearance of the Demised
                           Premises and not to make any alteration in or
                           addition to the Demised Premises


                  4.14.2   not to carry out any development or change of use on
                           the Demised Premises or any part thereof within the
                           meaning of the Planning Acts

                  4.14.3   not to erect nor alter any partitions or other items
                           of a non structural nature in the Demised Premises
                           without the Landlord's prior written consent which
                           consent


                                       27



                           provided such proposed erection or alteration will
                           not interfere with or impair the performance of the
                           Plant or the Conduits shall not be unreasonably
                           withheld PROVIDED THAT no such consent shall be
                           required for alterations which are both de minimis in
                           themselves and which remains de minimis when taken
                           together with other such de minimis alterations which
                           have been permitted under this Clause

                  4.14.4   not to alter the electrical wiring and installations
                           in the Demised Premises so as to exceed the design
                           capacity of the installations to the Demised Premises
                           nor upgrade the design capacity of the installations
                           to the Demised Premises other than in accordance with
                           the Regulations of the Institution of Electrical
                           Engineers and the consent of the Landlord (such
                           consent not to be unreasonably withheld) and not to
                           overload the same

                  4.14.5   not to remove any of the Plant or the Conduits
                           (except to renew or amend the same or any part
                           thereof which is included in




                                       28


                           the Demised Premises)

                  4.14.6   to the extent (if any) required by the Landlord the
                           Tenant will remove at the expiration or sooner
                           determination of the Term any alterations permitted
                           under this Underlease and will reinstate the Demised
                           Premises to their original state and condition making
                           good any damage caused to the Landlord's reasonable
                           satisfaction

SIGNS
-----

         4.15     Not to exhibit or permit or suffer to be exhibited on the
                  exterior (so as to be visible from the outside) of the Demised
                  Premises any aerial sign signboard advertisement hoarding
                  fascia placard xxxx notice poster or other notification
                  whatsoever except such as shall have been previously approved
                  by the Landlord (such approval not to be unreasonably withheld
                  in relation to any sign boards on or near to the exterior of
                  the door of the Demised Premises at second floor level showing
                  the occupiers' names required under Section 348 of the
                  Companies Xxx 0000 or similar statute) in addition to any
                  permission required by statute regulation or



                                       29


                  bye-law and shall thereafter be maintained to the satisfaction
                  of the Landlord


GOODS OUTSIDE THE PREMISES
--------------------------

         4.16     Not to place or hang or permit or suffer to be placed or hung
                  any goods outside the building lines of the Building nor to
                  exhibit any goods or articles outside the said lines


AUCTIONS
--------

         4.17     Not to hold or permit or suffer to be held any sale by auction
                  which imposes additional statutory obligations concerning
                  attendance of members of the public on the Demised Premises

PLANNING
--------

                  4.18.1   Not at any time during the continuance of the Term to
                           do or omit or permit to be done or omitted anything
                           on or in connection with the Demised Premises the
                           doing or omission of which shall be a contravention
                           of the Planning Acts or of any licences consents
                           permissions approvals and conditions (if any) granted
                           or imposed thereunder or under any enactment repealed
                           thereby and to indemnify the Landlord against all
                           actions proceedings damages


                                       30


                           penalties costs charges claims and demands in respect
                           of such acts and omissions or any of them

                  4.18.2   In the event of the Landlord giving written consent
                           to any of the matters prohibited by Clause 4.14
                           hereof or for which the Landlord's consent is
                           required thereunder and in the event that such
                           matters require licence consent permission or
                           approval under the provisions of the Planning Acts
                           not to submit the application to the appropriate
                           national or local or other public authority
                           (hereinafter referred to as the said planning
                           authority) unless and until the form and wording of

                           the application and any drawings calculations and
                           information to accompany the same meet with the
                           approval in writing of the Landlord (such approval
                           not to be unreasonably withheld) and subject thereto
                           any application shall be made at the cost of the
                           Tenant and (if requested) in the name of the Landlord
                           and all other persons (if any) interested in the
                           Demised Pre-

                                       31


                           mises and of all such licences consents permissions
                           and approvals granted or refused in pursuance of such
                           approved applications forthwith to give notice with a
                           copy thereof to the Landlord and in the event of the
                           said planning authority indicating its willingness to
                           grant the desired licence consent permission or
                           approval only with modifications or subject to
                           conditions not to accept such modifications or
                           conditions or implement the development or change of
                           use to which such licence consent permission or
                           approval relates without the consent in writing of
                           the Landlord (such consent not to be unreasonably
                           withheld) and to give the Landlord forthwith full
                           particulars of such modifications or conditions

                  4.18.3   Not to implement or otherwise put into effect any
                           licence consent permission or approval relating to
                           the Demised Premises or any part thereof or otherwise
                           affecting the same under or in pursuance of the
                           Planning Acts without first obtaining the

                                       32


                           consent in writing of the Landlord (such consent not
                           to be unreasonably withheld)

                  4.18.4   If and when a Landlord's consent is obtained pursuant
                           to Clause 4.18.2 and/or 4.18.3 to carry out works and
                           other things authorised by the said consent and the
                           planning permission therein referred to at the cost
                           in all respects of the Tenant and to observe and
                           perform all conditions attached to such consent and
                           planning permission respectively and to keep the
                           Landlord effectually indemnified against all actions
                           proceedings damages penalties costs charges claims
                           and demands whatsoever in respect of the costs of the
                           said application and works and things done in
                           pursuance of the said planning permission and in
                           respect of all breaches (if any) of the said
                           conditions and every part thereof respectively


                  4.18.5   To give notice forthwith to the Landlord and produce
                           a copy of any notice order or proposal for a notice
                           or order served on the Tenant under the Planning Acts
                           and if

                                       33


                           so required in writing by the Landlord at the cost of
                           the Landlord to make or join in making such
                           objections or representations in respect of any
                           proposal as the Landlord may require

                  4.18.6   To comply at the Tenant's own cost with any notice or
                           order served under the provisions of the Planning
                           Acts on any person relating to the Demised Premises

                  4.18.7   If the Tenant shall receive any compensation with
                           respect to the Tenant's interest hereunder because of
                           revocation or modification of a planning permission
                           or of any restriction placed upon the user of the
                           Demised Premises under or by virtue of the Planning
                           Acts then unless the Landlord shall have already
                           received compensation the same shall be apportioned
                           between the Landlord and the Tenant in the same
                           proportion as the value of their respective interests
                           in the Demised Premises to be determined in the event
                           of dispute by an independent surveyor with at least
                           ten years experience of the sale and leasing

                                       34


                           and valuation of offices in the City of London acting
                           as an expert and not an arbitrator to be appointed
                           (in case the parties are unable to agree on such
                           appointment) by the President for the time being of
                           the Royal Institution of Chartered Surveyors whose
                           fees and those of the said surveyor shall be paid as
                           the said surveyor shall direct

RESTRICTION ON PLANNING APPLICATIONS AND DEVELOPMENT
----------------------------------------------------

         4.19     Notwithstanding Clauses 4.14 and 4.18 not to make any
                  application for planning permission in respect of the Demised
                  Premises or to carry out any development or works or change of
                  user whatsoever at the Demised Premises if the making of such
                  application for planning permission or the grant of a planning
                  permission pursuant thereto or the carrying out of such
                  development or works or change of user would or might
                  reasonably be expected to give rise to any tax charge or other
                  levy payable by the Landlord or would or might reasonably be
                  expected to give rise to the compulsory acquisition of the

                  Demised Premises or any interest therein without

                                       35



                  first giving the Landlord a full indemnity for such
                  eventualities


ASSIGNMENT AND UNDERLETTING
---------------------------

                  4.20.1   Not to assign transfer mortgage charge underlet or
                           part with or share the possession or occupation of
                           the Demised Premises or any part thereof PROVIDED
                           however that the Landlord shall not unreasonably
                           withhold consent to an assignment or charging of the
                           whole of the Demised Premises or to an underletting
                           of the whole or a Permitted Part so long as the
                           Tenant shall first submit written details to the
                           Landlord of:-

                              (a)       any premises proposed to be underlet
                                        (being either the whole of the Demised
                                        Premises or a Permitted Part)

                              (b)       the rents proposed to be payable
                                        pursuant to any proposed underletting or
                                        the premium to be paid on any proposed
                                        assignment

                              (c)       the other terms of the proposed
                                        underletting or assignment



                                       36



                              (d)       evidence that such rents are the open
                                        market rents

                              (e)       the identity of the proposed underlessee
                                        or assignee and any surety and all
                                        financial information (with copies)
                                        obtained by the Tenant in relation
                                        thereto sufficient to demonstrate that
                                        the proposed underlessee or assignee is
                                        patently able to meet the obligations of
                                        the proposed underlease or this
                                        Underlease (as the case may be) and in
                                        all respects constitutes a good and

                                        substantial tenant

                  4.20.2   Any assignee or underlessee approved by the Landlord
                           as aforesaid shall first enter into a direct covenant
                           with the Landlord to observe and perform the
                           covenants herein (except in the case of an
                           underletting (a) the covenant to pay the rents hereby
                           reserved and (b) any covenants herein which are
                           inconsistent with those which the Tenant is required
                           to impose in such underlease in which case



                                       37



                           the underlessee will covenant with the Landlord to
                           observe and perform the latter in lieu and in the
                           case of an underletting of a Permitted Part only to
                           the extent that the covenants herein are appropriate
                           to the Permitted Part)

                  4.20.3   If the Landlord shall reasonably so require a surety
                           reasonably acceptable to the Landlord shall be
                           obtained who shall prior to or contemporaneously with
                           the making of such underlease or assignment covenant
                           with the Landlord in the terms of the Fourth Schedule
                           hereto with such amendments only as are necessary by
                           virtue of such covenants being contained in a
                           separate deed and given later than the date of this
                           Underlease and the number of sureties and (in the
                           case of an underletting) by virtue of the fact that
                           the obligations being guaranteed by the surety are
                           those in the proposed underlease and not these
                           presents

                  4.20.4   Any permitted underlease whether of the whole or a
                           Permitted Part shall contain:-



                                       38


                              (a)       provisions which enable the Tenant to
                                        recoup from the proposed underlessee an
                                        appropriate proportion of the service
                                        charge payable by the Tenant pursuant to
                                        the provisions hereof

                              (b)       provisos for rent review which the
                                        Tenant hereby covenants to operate and
                                        enforce corresponding both as to terms

                                        and dates with the provisions set out in
                                        the Third Schedule hereto

                              (c)       an unqualified covenant on the part of
                                        the underlessee that the underlessee
                                        will not otherwise than by way of an
                                        assignment of the whole of such premises
                                        or an underletting of the whole or a
                                        part thereof (being a further Permitted
                                        Part and subject to Clause 4.20.5)
                                        assign transfer underlet part with or
                                        share the possession or occupation of or
                                        mortgage or charge the whole or any part
                                        of the premises thereby demised except
                                        to the same extent permitted to the
                                        Tenant under clause 4.20.10



                                       39


                              (d)       a covenant on the part of the
                                        underlessee that the underlessee will
                                        not assign the whole of the premises
                                        thereby demised or underlet the whole or
                                        such permitted part thereof without
                                        obtaining the previous consent in
                                        writing of the Landlord under these
                                        presents (such consent not to be
                                        unreasonably withheld)

                              (e)       such covenants by the underlessee which
                                        the Tenant hereby covenants to enforce
                                        as to prohibit the underlessee from
                                        doing or suffering any acts or things
                                        upon or in relation to the premises
                                        demised by the underlease which will
                                        contravene any of the Tenants
                                        obligations hereunder and

                              (f)       a condition for re-entry

                    4.20.5.1  No underlease shall comprise other than:-

                              (a)       the whole of the Demised Premises or

                              (b)       a Permitted Part


                                       40





                        4.20.5.2    Any underlease of a Permitted Part shall
                                    contain an agreement authorised by the Court
                                    pursuant to Section 38(4) of the Landlord
                                    and Xxxxxx Xxx 0000 (as amended) excluding
                                    in relation to that underlease the
                                    provisions of sections 24-28 (inclusive) of
                                    the Landlord and Xxxxxx Xxx 0000

                        4.20.5.3.1  Not more than four underleases of Permitted
                                    Parts shall subsist at any one time PROVIDED
                                    THAT not more than three shall be permitted
                                    at any one time if the Tenant or a Permitted
                                    Occupier (as hereinafter defined) remains in
                                    occupation of any remaining part or parts of
                                    the Demised Premises

                        4.20.5.3.2  In addition to the underleases permitted
                                    under Clause4.20.5.3.1 above the Tenant
                                    (here meaning Euro Brokers Holdings Limited
                                    or a group company) shall also be permitted
                                    to underlet a Permit-



                                       41


                              xxx Part to Liberty Euro Brokers Limited
                              ("Liberty") for so long as Liberty remains in the
                              same group (as defined in Clause 4.20.10.2) of the
                              Tenant

                  4.20.6   No fine or premium shall be taken from any
                           underlessee

                  4.20.7   Neither the Demised Premises nor any part thereof
                           which the Tenant may be permitted to underlet in
                           accordance with the provisions hereinbefore contained
                           shall be underlet at less than the rent reasonably
                           achievable in the open market

                  4.20.8   The Tenant shall throughout the Term notify the
                           Landlord forthwith if the Demised Premises or any
                           part thereof which the Tenant may have been permitted
                           to underlet under the provisions hereinbefore
                           contained reverts to the Tenant for any reason
                           (including but without prejudice to the generality of
                           the foregoing surrender disclaimer forfeiture or any
                           notice or failure to serve notice or apply to the
                           Court under the Landlord and Tenant Act




                                       42



                           1954) and of any proceedings under the said Act

                  4.20.9   The Tenant shall keep the Landlord fully informed of
                           (and of all negotiations with the underlessee in
                           relation to) any rent review under an underlease and
                           forthwith supply all such further information in
                           relation thereto as the Landlord may reasonably
                           require and will not settle any rent review except in
                           accordance with the written agreement of the Landlord
                           which agreement shall not be unreasonably withheld

                    4.20.10.1 Notwithstanding anything hereinbefore contained in
                              this Clause 4.20 the Tenant may share occupation
                              of the Demised Premises with a company which is
                              throughout its occupation of the Demised Premises
                              a member of the same group of companies as the
                              Tenant on condition that no tenancy is created by
                              that occupation and further on condition that the
                              Landlord is promptly advised in writing at the


                                       43


                              beginning and end of any sharing arrangement and
                              of the identity of the sharing company

                    4.20.10.2 For the purposes of Clause 4.20.10.1 above the
                              company will be deemed to be in the same group as
                              the Tenant if throughout its occupation of the
                              Demised Premises it meets the criteria set out in
                              Section 42 (1) of the Landlord and Xxxxxx Xxx 0000
                              in the form of that Section as it exists at the
                              date hereof or if it is a company whose issued
                              equity share capital (as defined in Section 744 of
                              the Companies Act 1985) is beneficially owned as
                              to at least 50% (or 20% whilst this Underlease
                              remains vested in Euro Brokers Holdings Limited or
                              a group company) by the Tenant or another member
                              of the same group as the Tenant


NOTICE OF ASSIGNMENT OR UNDERLETTING
------------------------------------

         4.21     Within one calendar month next after any transfer mortgage
                  charge assignment underlease or


                                       44



                  devolution of the Demised Premises or of any part thereof
                  permitted hereunder to give notice in writing of such transfer
                  mortgage charge assignment underlease or devolution and of the
                  name address and description of the transferee mortgagee
                  chargee assignee or person upon whom the Demised Premises or
                  any part thereof may have devolved or of the underlessee (as
                  the case may be) to the Landlord AND to produce to the
                  Landlord or the Solicitors for the time being of the Landlord
                  the instrument of transfer mortgage charge assignment or
                  devolution or the counterpart of the underlease and leave with
                  it or them two certified copies of any of the foregoing and to
                  pay its and/or their reasonable fee therefor being not less
                  than twenty pounds for the registration of a transfer
                  assignment mortgage or charge and fifty pounds (plus VAT) for
                  the registration of an underlease together with such fees as
                  are payable to the Superior Landlord or its solicitors


SCHEDULE OF OCCUPANCIES
-----------------------

         4.22     If and when called upon by the Landlord so to do to supply to
                  the Landlord from time to time


                                       45


                  a schedule containing full details of all subsisting
                  occupancies of the Demised Premises and every part thereof


USER
----

                  4.23.1   Not to use the Demised Premises or any part thereof
                           or permit or suffer the same to be used for any
                           illegal or immoral purpose

                  4.23.2   Not to use the Demised Premises or any part thereof
                           or permit or suffer the same to be used except as
                           offices within Class B1 in the Schedule to the Town
                           and Country Planning (Use Classes) Order 1987; and
                           for no other purpose whatsoever

                  4.23.3   Without prejudice to the foregoing provisions of this
                           Clause 4.23 if the Tenant or any permitted occupier
                           uses the Demised Premises for any different use the
                           Landlord may treat such use as a deemed application
                           by the Tenant for consent to change the permitted use
                           and the Landlord may at any time during the
                           continuation of such use grant consent to such

                           application accordingly


                                       46


NUISANCE
--------

         4.24     Generally not to do or permit or suffer to be done upon or in
                  connection with the Building or in the Demised Premises or any
                  part thereof anything which shall be or tend to be a nuisance
                  or cause of damage to the Landlord or to any neighbouring
                  adjoining or adjacent property or the owner or occupier
                  thereof or to the public


OVERLOADING
-----------

         4.25     Not to place or keep or permit to be placed or kept in the
                  Demised Premises any heavy articles in such position or in
                  such quantity or weight or otherwise in such manner howsoever
                  as to overload or cause damage to or be in the reasonable
                  opinion of the Landlord likely to overload or cause damage to
                  the Building


DRAINAGE
--------

         4.26     To take all such measures as may be reasonably necessary to
                  ensure that any effluent discharged into the drains and sewers
                  which belong to or are used for the Building or any part
                  thereof in common with other premises or not will not be
                  corrosive or in any way harmful to



                                       47



                  the said drains or sewers or cause any obstruction or deposit
                  therein


ELECTRICAL INSTALLATIONS
------------------------

         4.27     Not to use the electrical wiring and electrical installations
                  in the Demised Premises or any part thereof in such a way as
                  to overload the wiring system or any other part of the
                  electrical installations and within three months of any

                  request by the Landlord in that behalf to produce a
                  certificate of test of the electrical wiring and electrical
                  installations in the Demised Premises such certificate to be
                  given by a competent electrical engineer in accordance with
                  the regulations of the Institution of Electrical Engineers and
                  the local electricity supply authority or either of them


ENCROACHMENTS
-------------

                  4.28.1   Not to obstruct or suffer to be obstructed any of the
                           windows or lights belonging to the Demised Premises
                           and to use its best endeavours to prevent any new
                           window light passage drainage or other encroachment
                           or easement to be made into against upon or over the
                           Demised Premises or any part


                                       48


                           thereof other than those emanating from any land or
                           buildings of the Landlord and/or the Superior
                           Landlord

                  4.28.2   In case any encroachment or easement whatsoever shall
                           be attempted to be made or acquired by any person or
                           persons whomsoever to give notice thereof in writing
                           to the Landlord immediately the same shall come to
                           the notice of the Tenant and at the cost of the
                           Tenant to do all such things as may be proper for
                           preventing any encroachment or easement being made or
                           acquired other than those emanating from any land or
                           buildings of the Landlord and/or the Superior
                           Landlord


PERMIT INSPECTION BY PROSPECTIVE PURCHASERS
-------------------------------------------

         4.29     At all reasonable times upon not less than 48 hours prior
                  notice during the Term to permit all prospective purchasers of
                  or dealers in the Landlord's reversionary interest by order in
                  writing of the Landlord or the Landlord's agents to view and
                  take measurements of the Demised Premises without interruption




                                       49


PERMIT RE-LETTING NOTICES

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

         4.30     To permit the Landlord or the Landlord's agents at any time
                  within twelve calendar months next before the expiration or
                  sooner determination of the said Term or at any time while any
                  of the circumstances described in Clause 6.1 shall subsist to
                  enter upon the Demised Premises and to fix and retain without
                  interference upon any suitable parts thereof notice boards for
                  re-letting the same (or at any time during the Term for any
                  other dealing with the same) provided that these do not
                  materially affect access of light to the windows of the
                  Demised Premises and to permit all persons by order in writing
                  of the Landlord and/or the Superior Landlord or their
                  respective agents to view the Demised Premises at reasonable
                  hours in the daytime upon at least 48 hours notice without
                  interruption


PERMIT BUILDING ON ADJOINING LAND
---------------------------------

         4.31     To permit the Superior Landlord or any party now or hereafter
                  authorised by the Superior Landlord at any time during the
                  Term to erect or rebuild or alter any buildings or erections





                                       50


                  facing adjoining or near to the Building to any extent and in
                  the manner permitted by the Superior Lease notwithstanding
                  that the building so erected rebuilt or altered may obstruct
                  or interfere with the access of light or air for the time
                  being to or enjoyed with the Demised Premises or any part
                  thereof or any buildings for the time being thereon


NO CLAIM FOR BUILDING WORKS
---------------------------

         4.32     Not to make or permit or suffer any objection to or claim in
                  respect of any works of construction building alteration
                  addition or repair carried out upon any other part of the
                  Building by the Landlord and/or the Superior Landlord or any
                  party now or hereafter authorised by the Landlord and/or the
                  Superior Landlord or by any of the other tenants and occupiers
                  of the Building or upon any land or property adjoining or near
                  any part of the Demised Premises by the Landlord and/or the
                  Superior Landlord or any party now or hereafter authorised by
                  the Landlord and/or the Superior Landlord or by the tenants
                  and occupiers of such land or property PROVIDED THAT any such

                  matters



                                       51



                  (when undertaken by the Landlord or its agents) shall not
                  materially interfere with the Tenant's use and enjoyment of
                  the Demised Premises


COSTS OF LICENCES
-----------------

         4.33     To pay the Landlord's reasonable and proper legal expenses
                  managing agents' and surveyors' and consultants' fees
                  (including disbursements and stamp duties and the fees of any
                  surveyors in considering plans or the execution of any works
                  carried out pursuant to any licence) resulting from all
                  applications by the Tenant for any consent or approval of the
                  Landlord or its managing agents or surveyors required by these
                  presents including charges fees and disbursements actually
                  incurred in cases where consent is refused or the application
                  is withdrawn for any reason whatsoever except where such
                  consent is shown by a Court to have been unreasonably withheld


GIVE NOTICES
------------

         4.34     To give written notice forthwith to the Landlord of:-

                  4.34.1   any notice order or proposal for a notice or order
                           served on the Tenant by any per-




                                       52


                           son or authority and to provide the Landlord with a
                           copy thereof and if so required in writing by the
                           Landlord and at the cost of the Landlord to join in
                           making such objections or representations in respect
                           of any such notice order or proposal as the Landlord
                           may require and

                  4.34.2   any defect in the Demised Premises which might give
                           rise to a duty of care on the Landlord under the
                           Defective Premises Xxx 0000 or otherwise



INDEMNITIES
-----------

         4.35     The Tenant will keep the Landlord fully indemnified against
                  all damages losses costs expenses proceedings and liabilities
                  arising directly or indirectly from:-

                  4.35.1   the existing state of repair or use of the Demised
                           Premises and/or any works carried out at the Demised
                           Premises

                  4.35.2   any breach of the Tenant's obligations contained in
                           this Lease or any failure to comply with any Act of
                           Parliament

                  4.35.3   imposition on the Landlord of any tax levy charge or
                           other fiscal imposition of any


                                       53



                           nature including (without limitation) penalties and
                           interest on overdue tax relating to any works carried
                           out at the Demised Premises by the Tenant its
                           underlessees or any persons authorised by it or them
                           or any breach of any covenant on the part of the
                           Tenant


BREACH OF UNDERLEASE COVENANTS
------------------------------

         4.36     In the event of a breach non-performance or non-observance of
                  any of the covenants conditions agreements and provisions
                  contained or referred to in these presents (except the
                  covenant for payment of rent) or in any underlease of the
                  Demised Premises or any part thereof or any other part of the
                  Building forthwith upon discovering the same to give full
                  particulars thereof to the Landlord and in the case of these
                  presents to take and institute all necessary steps and
                  proceedings to remedy such breach non-performance or
                  non-observance or in the case of any underleases of the
                  Demised Premises or any part thereof to either enforce the
                  covenant for re-entry or take such other action to enforce
                  such covenant or covenants as


                                       54




                  the Landlord shall reasonably require


ELECTRONIC EQUIPMENT
--------------------

         4.37     Not to use or permit or suffer any radio electric or
                  electronic equipment to be used in the Demised Premises or the
                  Common Parts in such manner or condition as to cause electric
                  electronic or other forms of interference to any other part of
                  the Building or any adjoining or neighbourlng premises or
                  equipment owned or operated therein


AERIALS AND FLAG POLES
----------------------

         4.38     Not to erect or permit or suffer to be erected any external
                  wireless or television aerial or flag pole on the Demised
                  Premises without the previous consent of the Landlord in
                  writing such consent not to be unreasonably withheld


NOT TO VITIATE INSURANCE
------------------------

         4.39     Not to do or permit or suffer to be done any act or thing
                  which may make void or voidable any policy for the insurance
                  of the Building or any part or parts thereof or which may
                  cause an increased premium or loading to be payable for such
                  insurance unless repayment is made to the Landlord of all sums
                  paid by way of increased



                                       55


                  premiums and loading and all expenses incurred by it in
                  consequence of any act or default of the Tenant or any
                  underlessee or the servants agents licensees or invitees of
                  the Tenant or any underlessee


TO PAY FOR REBUILDING IF INSURANCE MONEY IRRECOVERABLE
------------------------------------------------------

         4.40     In the event of the Building or any part thereof being
                  destroyed or damaged by any of the Insured Risks and the
                  insurance money under any insurance against the same effected
                  thereon by the Landlord being wholly or partially
                  irrecoverable by reason solely or in part of any act neglect
                  or default of the Tenant or any underlessee or the servants
                  agents licensees or invitees of the Tenant or any underlessee

                  then and in every such case the Tenant will forthwith pay to
                  the Landlord the whole or (as the case may require) a fair
                  proportion of the cost of completely rebuilding and
                  reinstating the same


USER AND INSURANCE - TO PAY COSTS
---------------------------------

         4.41     In the event that user or proposed user of the Demised
                  Premises shall result in an increase in the insurance premium
                  payable by the Land-


                                       56


                  lord or if the Landlord's insurers shall require any works to
                  be carried out to the Demised Premises or their appurtenances
                  as a result of such user the Tenant shall repay on demand to
                  the Landlord the full amount of such increased premium and
                  shall comply with all requirements of the Landlord's insurers
                  as aforesaid and shall pay on demand to the Landlord the
                  Landlord's proper costs arising as- a result of any such
                  requirement including all proper legal expenses and managing
                  agents' and surveyors' and other professional fees and
                  disbursements


COVENANTS IN LANDLORD'S TITLE
-----------------------------

         4.42     At all times to observe and perform all and singular the
                  covenants conditions provisions and stipulations referred to
                  in Part III of the Second Schedule hereto so far as they
                  relate to or affect the Demised Premises or any part thereof
                  (save insofar as they are inconsistent with the terms of this
                  Underlease) and at all times to indemnify the Landlord from
                  and against all actions proceedings costs claims and demands
                  arising or which may arise out of


                                       57


                  any breach or non-observance of any of the said covenants and
                  stipulations save as aforesaid


UNLOADING
---------

         4.43     That all loading and unloading of vehicles in connection with
                  the use of the Demised Premises and the activities carried on

                  thereon or therein shall take place within the boundaries of
                  the Building and that no such loading or unloading of vehicles
                  as aforesaid shall take place from or in any highway


PARKING
-------

         4.44     Not to park or suffer to be parked any vehicle in or upon any
                  private road access way or service area except in so far as
                  may be necessary to enable such vehicle to be loaded or
                  unloaded and such loading or unloading shall be carried out as
                  expeditiously as possible and in such a manner as to cause no
                  inconvenience to any persons lawfully using the said private
                  road access way or service area


REGULATIONS
-----------

         4.45     To comply with all such lawful and reasonable regulations and
                  directions as the Landlord may from time to time make or give
                  for the orderly



                                       58


                  convenient and proper management of the Building or for the
                  regulation of vehicular traffic into from and within the same


VALUE ADDED TAX
---------------

                  4.46.1   Where this Underlease requires the Tenant to repay
                           reimburse or provide any amount or other
                           consideration in respect of a VAT Supply to the
                           Tenant by the Landlord it will be deemed to be
                           exclusive of any VAT chargeable on that VAT Supply
                           (whether by virtue of a VAT Election made or to be
                           made or otherwise) and the Tenant will pay to the
                           Landlord a sum equal to that VAT and the Landlord
                           will within thirty days of receipt of that sum render
                           a valid VAT invoice for it to the Tenant

                  4.46.2   Where this Underlease requires the Tenant to pay
                           repay reimburse or provide any amount or other
                           consideration in respect of a VAT Supply to the
                           Landlord the Tenant will pay to the Landlord a sum
                           equal to any VAT charged to the Landlord on that VAT
                           Supply by reference to that amount or consideration
                           or where the VAT Supply




                                       59



                           relates to the Building as a whole or to the Common
                           Parts a fair proportion of that sum (such proportion
                           to be conclusively determined by the Surveyor) less
                           any part of that VAT or the proportion of that VAT
                           (as the case may be) for which the Landlord is
                           entitled to credit under Sections 14 and 15 of the
                           VAT Act or any equivalent legislation

         4.47     Supplemental Deed
                  -----------------

                  4.47.1   The Tenant (here meaning Euro Brokers Holdings
                           Limited) shall observe and perform the obligations of
                           the Tenant contained in the Supplemental Deed

                  4.47.2   The Tenant (excluding Euro Brokers Holdings Limited)
                           shall observe the obligations of the Tenant contained
                           in the Supplemental Deed in so far as they have not
                           been performed but in any event excluding Clauses 4,
                           5 and 6 of such Deed


LANDLORD'S COVENANTS
--------------------

5.       The Landlord HEREBY COVENANTS with the Tenant as follows:-


                                       60


QUIET POSSESSION
----------------

         5.1      That the Tenant duly paying the said rents and sums and other
                  payments hereby reserved and made payable and observing and
                  performing the covenants and conditions therein contained and
                  on the Tenant's part to be observed and performed shall and
                  may peaceably and quietly possess and enjoy the Demised
                  Premises during the Term without any disturbance by the
                  Landlord or any persons lawfully claiming through under or in
                  trust for the Landlord


INSURANCE
---------


         5.2      To procure that the Building is insured and kept insured in
                  the names of the Landlord the Superior Landlord and any other
                  persons the Landlord and/or the Superior Landlord reasonably
                  thinks fit against loss or damage by the Insured Risks in an
                  insurance office of good repute to be selected by the Superior
                  Landlord in such amount as the Superior Landlord from time to
                  time considers to be the full reinstatement value particulars
                  of the policy of insurance and evidence of payment of the
                  current year's premium to be produced to the Ten-



                                       61


                  ant as soon as practicable upon written demand but not more
                  that once a year and further in the event of the destruction
                  of or damage by any of the Insured Risks to the Demised
                  Premises or any part thereof or any other parts of the
                  Building which makes the Demised Premises incapable of
                  beneficial use and occupation with all convenient speed (as
                  soon as the necessary labour materials permits and consents
                  can be obtained) to use its reasonable endeavours to procure
                  that the Superior Landlord complies with its repairing and
                  reinstating provisions contained in clause 5.2.1 of the
                  Superior Lease


PAY SUPERIOR LEASE RENT
-----------------------

         5.3      To pay the rent reserved by the Superior Lease and to perform
                  so far as the Tenant is not liable for such performance under
                  the covenants on its part contained in this Underlease
                  (insofar as they relate to the Demised Premises) the tenant's
                  covenants contained in the Superior Lease and to use
                  reasonable endeavours at the written request and cost of the
                  Tenant to obtain (where the Tenant has applied for consent
                  under this Underlease which also requires the



                                       62


                  consent of the Superior Landlord) any consent which may be
                  required from the Superior Landlord


SERVICES
--------

         5.4      To use all reasonable endeavours to provide the Basic Services
                  and also any Optional Services (both as defined in the Fifth

                  Schedule) in accordance with the principles of good estate
                  management that are reasonably necessary for the use and
                  enjoyment of the Demised Premises (and other premises in the
                  Building which have been demised) and appropriate for the time
                  of day or the time of year PROVIDED that the Landlord shall
                  have no liability to the Tenant for:-

                  5.4.1    failure to provide a Service (also as defined in the
                           Fifth Schedule hereto) during any period when the
                           Tenant is more than one month in arrears with payment
                           of any monies properly due from the Tenant to the
                           Landlord hereunder

                  5.4.2    the interruption of a Service for reasons of
                           inspection maintenance repair or other works (in
                           which event the Landlord will



                                       63


                           restore the relevant Service as soon as reasonably
                           practicable)

                  5.4.3    failure to provide a Service due to damage breakdown
                           inclement weather shortage of fuel or water or any
                           other cause beyond the Landlord's reasonable control
                           (although the Landlord will then take all reasonable
                           steps to restore the relevant Service or (where
                           practicable) provide an alternative Service as soon
                           as reasonably practicable)

                  5.4.4    withdrawal of a Service if the Landlord reasonably
                           considers it no longer appropriate

         5.5      VAT
                  ---

                  5.5.1    Not later than 7 days (or if the Tenant has underlet
                           the whole or a Permitted Part or Parts of the Demised
                           Premises in accordance with the terms of this
                           Underlease then 30 days) before the first time when
                           for VAT purposes a taxable VAT Supply to the Tenant
                           is made under this Underlease by reason of a VAT
                           Election (the first "tax point") the Landlord shall
                           give writ-

                                       64



                           ten notice to the Tenant that it will be charging VAT
                           with effect from that time 5.5.2 If at any time the

                           Landlord or any other person shall have made a VAT
                           Election and on the basis of the VAT Election the
                           Landlord charges or intends to charge to the Tenant
                           any amount in respect of VAT in relation to this
                           Underlease the Landlord shall if requested in writing
                           by the Tenant (and only once in respect of the same
                           Landlord) provide the Tenant with copies of:-

                        5.5.2.1     the VAT registration certificate of the
                                    Landlord or any person making the supply to
                                    the Tenant for VAT purposes; and


                        5.5.2.2     either the prior written permission of HM
                                    Customs and Excise to elect and any other
                                    correspondence required to evidence the
                                    election and when it takes effect or (if no
                                    permission is necessary) the notification of
                                    the VAT Election to HM Customs and Excise
                                    and an acknowledgment by HM Customs



                                       65


                                    and Excise of the notification


USE OUTSIDE BUSINESS HOURS
--------------------------

                  5.6.1    For the purposes of this Clause the expressions
                           "Special Services" (or "Special Service") and "the
                           Special Service Charge" shall have the meanings
                           ascribed to them in Part II of the Fifth Schedule
                           hereto

                  5.6.2    If the Tenant requires the supply of a Special
                           Service or Special Services outside Business Hours
                           the Tenant shall make prior arrangements with the
                           Landlord or its agents in relation to such supply and
                           subject to the Landlord being able to procure such
                           supply and subject also to the Tenant paying the
                           Special Service Charge at the times and in the manner
                           provided in Part II of the Fifth Schedule hereto the
                           Landlord shall make such supply as requested as may
                           be reasonably practicable but shall not be liable for
                           the failure to make such supply in the circumstances
                           described in Clauses 5.4.1 5.4.2 and 5.4.3 hereof



                                       66




                  5.6.3    Where any Special Service or Special Services is or
                           are requested by the Tenant or other tenants with the
                           frequency at which the Landlord reasonably determines
                           it would be appropriate in the interests of good
                           estate management to include the same within the
                           Services the Landlord shall be entitled so to do and
                           thereupon the cost of provision thereof shall be
                           payable in the manner described in Part I of the
                           Fifth Schedule hereto


PROVISOS
--------

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


RE-ENTRY
--------

         6.1      If any of the contingencies specified in this Clause 6.1 occur
                  (and where the Tenant or any surety is more than one
                  individual or entity then the Landlord's rights under this
                  Clause 6.1 will arise if a contingency occurs in respect of
                  any of those individuals or entities) it will be lawful for
                  the Landlord at any time thereafter to reenter the Demised
                  Premises or any part of the Demised Premises in the name of


                                       67




                  the whole and on the date of such re-entry this Underlease
                  will determine. In this Clause 6.1 the Insolvency Xxx 0000 is
                  called the 1986 Act". The contingencies referred to above are
                  as follows:-

                  6.1.1    any rent reserved remains unpaid for twenty one days
                           after becoming due and payable whether formally
                           demanded or not

                  6.1.2    the Tenant or any surety fails to comply with any of
                           their respective obligations under this Underlease or
                           any supplemental document

                  6.1.3    the Tenant or any surety (if a company) enters into
                           liquidation whether compulsory or voluntary or passes
                           a resolution for winding-up except where the

                           liquidation or winding-up resolution is for the
                           purpose of reconstruction or amalgamation while the
                           Tenant or such surety (as the case may be) remains
                           solvent under a scheme forthwith put into effect

                  6.1.4    the Tenant or any surety (if a company) has an
                           administration order made in respect of it or a
                           receiver or administra-





                                       68


                           tive receiver is appointed

                  6.1.5    the Tenant or any surety (if an individual) has a
                           receiving order made against him or becomes bankrupt
                           or enters into a composition with his creditors

                  6.1.6    if distress is levied on any of the Tenants goods on
                           the Demised Premises

                  PROVIDED THAT neither the existence of the Landlord's rights
                  under this Clause 6.1 nor the consequences of exercise of such
                  rights are to affect any other right or remedy available to
                  the Landlord under this Underlease or otherwise


ABATEMENT OF RENT
-----------------

         6.2      If the Building or any part thereof shall at any time during
                  the Term be destroyed or damaged by any of the Insured Risks
                  including damage by terrorist action whether or not the
                  Landlord has opted to insure against the same so as to make
                  the Demised Premises unfit for use then (save to the extent
                  that any policy or policies of insurance effected by the
                  Landlord and/or the Superior Landlord shall have been vitiated
                  or payment of the policy moneys refused in whole or any part
                  in consequence of


                                       69



                  any act or default of the Tenant or any underlessee or their
                  respective servants agents licensees or invitees) the rent
                  hereby firstly reserved or a fair proportion thereof according
                  to the nature and extent of the damage sustained shall until
                  the earlier of (a) the expiration of five years from the date

                  of such destruction or damage or (b) the date when the Demised
                  Premises shall have been rebuilt or reinstated and made fit
                  for occupation and use be suspended and cease to be payable
                  and any dispute concerning this sub-clause shall be determined
                  by a single arbitrator in accordance with the Arbitration Acts
                  1950 and 1979


DISPUTES WITH ADJOINING TENANTS
-------------------------------

         6.3      Disputes as between the Tenant and the tenants or occupiers of
                  any other part of the Building or any adjoining or
                  neighbouring property now or at any time during the Term
                  belonging to the Superior Landlord as to the nature and extent
                  of any easement right or privilege in favour of or affecting
                  the Demised Premises or the other part of the Building or the
                  adjoining or neighbouring property shall be decided in a
                  manner


                                       70




                  to be approved by the Superior Landlord and in the case of
                  disputes with tenants or occupiers of other parts of the
                  Building by the Surveyor provided that in any event the cost
                  of settling any such dispute is not included in the rent
                  secondly reserved under this Underlease


SURVEYOR'S DECISION
-------------------

         6.4      That any decision of the Surveyor on any matter on which he is
                  required or entitled to decide under the provisions of this
                  Underlease shall be final and binding on the parties hereto
                  and shall not be subject to challenge in any manner whatsoever
                  (except in the case of manifest error)


CONSENTS RIGHTS AND POWERS OF SUPERIOR LANDLORDS
------------------------------------------------

                  6.5.1    That in all cases where the consent or approval of
                           the Landlord is required under the terms of this
                           Underlease the giving of such consent or approval
                           shall be conditional upon the consent of the Superior
                           Landlord also being obtained so far as may be
                           required by the terms of the Superior Lease and all
                           powers of entry upon the Demised Premises during the
                           Term shall



                                       71


                           also be exercisable by the Superior Landlord

                  6.5.2    All rights and powers (including without prejudice to
                           the generality of the foregoing the right to approve
                           or consent to any matter or otherwise) of the
                           Landlord hereunder shall where the terms of the
                           Superior Lease so require also be exercisable by the
                           Superior Landlord without any of the restrictions on
                           such rights imposed herein (unless such restrictions
                           shall also appear in the Superior Lease)


TENANT'S GOODS LEFT IN PREMISES
-------------------------------

         6.6      If at such time as the Tenant has vacated the Demised Premises
                  after the determination of the Term either by effluxion of
                  time or otherwise any property shall remain in or on the
                  Demised Premises and shall not be removed within fourteen days
                  after written request by the Landlord to the Tenant so to do
                  then and in such case the Landlord may as the agent of the
                  owner of such property (and the Landlord is hereby appointed
                  by the Tenant to act in that behalf and the Tenant undertakes
                  to obtain ratification of




                                       72


                  such appointment from the owner of such property) sell such
                  property and shall then hold the proceeds of sale after
                  deducting the costs and expenses of removal storage and sale
                  reasonably and properly incurred by it to the order of the
                  Tenant PROVIDED THAT 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 the mistaken
                  belief (which shall be presumed unless the contrary be proved)
                  that such property was liable to be so dealt with pursuant to
                  this sub-clause


SERVICE OF NOTICES
------------------

         6.7      Section 196 of the Law of Property Xxx 0000 as amended by the
                  Recorded Delivery Service Xxx 0000 shall apply to all notices
                  required to be served hereunder



NO RESTRICTION ON USE OF ADJOINING LAND
---------------------------------------

         6.8      Nothing herein contained or implied shall impose or be deemed
                  to impose any restriction on the use of any land or buildings
                  not comprised in this Underlease or give the Tenant the
                  benefit of or the right to enforce or to have enforced or to
                  prevent the release or modifica-




                                       73


                  tion of any covenant condition or stipulation entered into by
                  any lessee or tenant of the Landlord in respect of property
                  not comprised in this Underlease or shall operate to prevent
                  or restrict in any way the development of any land not
                  comprised in this Underlease PROVIDED THAT this condition
                  shall not entitle any person to take action prejudicial to the
                  Tenant's interest in the Demised Premises and the rights
                  granted to the Tenant under this Underlease or disentitle the
                  Tenant from exercising its remedies in relation to any such
                  action or threatened action


NO WARRANTY AS TO PERMITTED USE
-------------------------------

         6.9      Nothing herein contained or implied shall be taken to be a
                  covenant warranty or representation by the Landlord that the
                  Demised Premises can lawfully be used for any particular
                  purpose


QUALIFICATION OF LANDLORD'S LIABILITY
-------------------------------------

         6.10     The Landlord will not in any circumstances incur any liability
                  for damage to person or property or otherwise from any
                  accidental damage which may at any time be done to the Demised
                  Premises or any of the goods persons



                                       74


                  or property of the Tenant other than any act neglect default
                  or misfeasance of the Landlord its servants employees agents
                  or independent contractors.



MUTUAL OPTION TO DETERMINE
--------------------------

         6.11     If the Demised Premises or the means of access thereto over
                  the Common Parts shall be destroyed or damaged by any one of
                  the Insured Risks or by terrorist action whether or not the
                  Landlord has insured against such risk so as to render the
                  Demised Premises unfit for occupation and use and the Demised
                  Premises or the means of access over the Building are not
                  rebuilt or reinstated within two years and six months after
                  the date ("the Damage Date") following the happening of such
                  destruction or damage so as to render the Demised Premises fit
                  for occupation and use then at any time after the expiry of
                  two years and six months from the Damage Date either the
                  Landlord or the Tenant may determine this Underlease by giving
                  not less than six months notice ("the Termination Notice") to
                  the other and upon the expiry of such notice this Underlease
                  shall then deter-



                                       75



                  mine and the Tenant shall provide full vacant possession of
                  the Demised Premises to the Landlord but the Underlease shall
                  not determine in any of the following circumstances:-

                  6.11.1   if the Termination Notice was served by the Tenant
                           and the policy or policies of insurance of the
                           Demised Premises shall have been vitiated in whole or
                           in part as a consequence of any act neglect default
                           or omission of the Tenant any undertenant or other
                           occupier of the Premises and its or their respective
                           servants or agents; or

                  6.11.2   the Demised Premises and any other parts of the
                           Building which makes the Demised Premises capable of
                           beneficial use and occupation are rebuilt or
                           reinstated as mentioned in Clause 5.2 on or before
                           three years from the Damage Date


LANDLORD'S OPTION TO DETERMINE
------------------------------

         6.12     If the Demised Premises or a substantial part of them or a
                  substantial part of the remainder of the Building shall be
                  destroyed or damaged by terrorist action and if the Landlord
                  has not insured against such risk then the Landlord





                                       76


                  may at any time within three months of the date ("the Damage
                  Date") following the happening of such destruction or damage
                  determine this Underlease by giving not less than six months
                  notice ("the Termination Notice") to the Tenant and upon the
                  expiry of such notice:-

                  6.12.1   this Underlease shall then determine but without
                           prejudice to any antecedent breaches

                  6.12.2   the Tenant shall provide full vacant possession of
                           the Demised Premises to the Landlord

         6.13     Tenants Option to Determine

                  6.13.1   Subject to the Pre Conditions (as hereinafter
                           defined) being satisfied if the Tenant shall desire
                           to determine the Term on the Break Date (time being
                           of the essence for such date) and shall give to the
                           Landlord notice to that effect ("the Break Notice")
                           not later than twelve months and not earlier than
                           eighteen months before the Break Date (time to be of
                           the essence for such notice) then on the Break Date
                           the Term shall thereupon cease and deter-



                                       77



                           mine but without prejudice to the remedies of either
                           party against the other in respect of any antecedent
                           claim or breach of covenant

                  6.13.2   For the purpose of sub-clause 6.13.1 above the Pre
                           Conditions are that on the Break Date:

                        6.13.2.1    this Underlease remains vested in the Tenant
                                    named herein or a Group Company ("Group
                                    Company" meaning a company that is a member
                                    of the same group as the Tenant within the
                                    meaning of Section 42 of the Landlord and
                                    Xxxxxx Xxx 0000 in the form of that Section
                                    as it exists at the date of this Underlease
                                    and so remains a member during the period in
                                    which the Underlease is vested in that
                                    company)


                        6.13.2.2    the Tenant provides vacant possession of the
                                    whole of the Demised Premises

                        6.13.2.3    the Tenant has paid the rent first reserved
                                    and the "on account" service charge payable
                                    under this Underlease



                                       78



                        6.13.2.4    the Tenant pays the Due Sum (if any)
                                    referred to in Clause 6.13.3 not later than
                                    four weeks before the Break Date PROVIDED
                                    THAT if the Assessor (as hereinafter
                                    defined) shall fail to make an assessment
                                    ("the Assessment") of the Due Sum (as
                                    hereinafter defined) and notify the Tenant
                                    of the Due Sum six weeks before the Break
                                    Date the Tenant shall pay to the Landlord
                                    the Due Sum within 14 days of being notified
                                    of the Assessment ("the Due Date") PROVIDED
                                    FURTHER that if the Due Date is later than
                                    the Break Date this condition shall not be
                                    treated as a precondition but shall be a
                                    condition subsequent

                        6.13.3.1    The provisions of this Clause 6.13.3 shall
                                    only apply in the event of the Tenant
                                    serving a Break Notice

                        6.13.3.2    In the event of any dispute as to any sums
                                    payable under this Underlease (whether in
                                    relation to dilapidations



                                       79


                                    service charges or otherwise) the Due Sum
                                    (as hereinafter defined) shall be the
                                    subject of a deposit of cash with (or the
                                    provision of an unconditional guarantee from
                                    a London Clearing Bank in favour of) the
                                    Landlord's solicitors

                        6.13.3.3    The Due Sum shall be the amount needed to
                                    remedy any breaches of covenant and/or make
                                    good any deficiency in payments to the
                                    Landlord due under the Underlease and the
                                    Due Sum shall be agreed between the Landlord

                                    and Tenant and if not so agreed within six
                                    months from the service of the Break Notice
                                    it shall be assessed by an independent
                                    appropriately qualified surveyor ("the
                                    Assessor") (acting as expert) appointed by
                                    the Landlord who is a representative of a
                                    reputable firm or company experienced in
                                    disputes of this nature who in fixing the
                                    figure shall acknowledge a duty of care to
                                    the Landlord and to



                                       80


                                    the Tenant to endeavour to meet a fair
                                    result between their respective positions
                                    and who shall use his best endeavours to
                                    provide his assessment within 3 months of
                                    his appointment

                        6.13.3.4    The amount of the Due Sum shall not bind the
                                    Landlord or the Tenant in relation to any
                                    claim for any breach made on or after the
                                    termination of the Underlease but shall
                                    merely constitute security for the Landlord
                                    in relation to all or part of any eventual
                                    claim. The amount shall not be treated as
                                    evidence of the justifiable figure for any
                                    such claim

                        6.13.3.5    Upon the conclusion of any claim made at or
                                    after the expiry of the Underlease (and it
                                    is acknowledged that the Landlord has the
                                    right to make claims in respect of any
                                    breach of the Underlease and the Tenant has
                                    the right to make a claim for the repayment
                                    of the whole or part of the Due Sum or the
                                    release of any guarantee)



                                       81



                                    the amount due to the Landlord shall be
                                    released to the Landlord (together with
                                    interest accrued on such sum) and the
                                    balance (together with interest accrued
                                    thereon) shall be released to the Tenant

                        6.13.3.6    If either party considers it is being

                                    prejudiced by any delay in the final
                                    settlement of any claim under Clause
                                    6.13.3.5 above it shall be entitled to call
                                    upon the Assessor to make an interim
                                    assessment of such sum or sums (payable to
                                    the Landlord and/or to be released to the
                                    Tenant) as should in any event be payable
                                    (notwithstanding the dispute as to the
                                    balance) and payments or releases based on
                                    such interim assessment shall be made
                                    forthwith


VAT
---
         6.14     Notwithstanding anything in this Underlease or Section 42 of
                  the VAT Act the Tenant shall not be liable to pay any amount
                  in respect of VAT on a VAT Supply made before 24th March 1998




                                       82


                  where such VAT Supply would have been exempt save for a VAT
                  Election

         6.15     RELEASE OF TENANT LIABILITY ON ASSIGNMENT

                  6.15.1   In this Clause 6.15:-

                        6.15.1.1    "Value" means the value to a Landlord of the
                                    Building of which the Demised Premises forms
                                    part which is to be assessed in accordance
                                    with the objective view of a reasonable
                                    Landlord

                        6.15.1.2    "Package" means the aggregate of covenants
                                    proviso's obligations and other terms
                                    providing benefits (whether actual or
                                    contingent) to the Landlord contained in
                                    this Underlease and in any document
                                    supplemental hereto or entered into for the
                                    purposes of providing any assurance or
                                    security for the Landlord that the Tenant
                                    will comply with its obligations (including
                                    any personal or corporate or bank guarantee
                                    rent deposit or other bond security or
                                    undertaking)





                                       83


                        6.15.1.3    "Tenant Package" means the Package provided
                                    to the Landlord at the date of this
                                    Underlease or (if of greater value) the
                                    Package held by the Landlord as at the date
                                    it receives an application from the Tenant
                                    for licence to assign to the Special
                                    Assignee

                        6.15.1.4    "Special Assignee" means the assignee to
                                    whom the Tenant proposes to assign this
                                    Underlease and in connection with such
                                    assignment obtain a release of liability
                                    pursuant to this Clause

                        6.15.1.5    "New Package" means the Package provided by
                                    the Special Assignee


                        6.15.1.6    "Outgoing Tenant" means the person who is
                                    the Tenant under this Underlease immediately
                                    prior to any assignment to a Special
                                    Assignee

                  6.15.2   In the event of the Outgoing Tenant assigning this
                           Underlease (in accordance with the provisions for
                           assignment herein contained) to a Special Assignee in
                           circumstances where the New Package is


                                       84



                           equivalent to or greater in Value than the Tenant
                           Package then at the request and cost of the Outgoing
                           Tenant the Landlord will execute a release of all the
                           Outgoing Tenant's obligations and liabilities under
                           the terms of this Underlease (and any other
                           obligations and liabilities contained in the Tenant
                           Package) but without prejudice to the preservation of
                           any claim on any outstanding matter

IN WITNESS whereof the parties hereto have caused their respective Common Seals
to be hereunto affixed the day and year first above written


                      THE FIRST SCHEDULE above referred to
                      ------------------------------------
                             (The Demised Premises)
                             ----------------------


ALL THOSE parts of the second floor of Five Acre Square 126/137 (inclusive)
Houndsditch EC3 in the City of London which are for the purpose of
identification only shown edged red on Plan C including:-

1.       The raised floors and the screened surfaces of the floor slabs of the
         premises hereby demised and the air space between them




                                       85


2.       The internal plaster surfaces and plasterwork of the walls bounding the
         premises hereby demised (but not the remaining thickness or external
         surfaces of such walls) the internal architraves of the doors between
         the premises hereby demised and the Common Parts and the skirting
         within the premises hereby demised but excluding the doors between the
         premises hereby demised and the Common Parts the external architraves
         door frames and door furniture thereof all window frames and furniture
         and the glass fitted therein

3.       The surfaces of the ceilings of the premises hereby demised or any
         suspended ceiling installation including all fitments therein and the
         supporting framework thereof (but for the avoidance of doubt not the
         air conditioning and sprinkler installations in and above the suspended
         ceiling installation)

4.       The whole of all non-load bearing walls or partitions (if any) wholly
         within the premises hereby demised

5.       The external plastered coverings of the pillars within the premises
         hereby demised but not the remaining thickness or internal structure of
         such pillars



                                       86


                BUT EXCLUDING the areas coloured blue on Plan C


                      THE SECOND SCHEDULE above referred to
                      -------------------------------------

                                     PART I
                                     ------

                                Easements granted
                                -----------------


1.       Full right and liberty for the Tenant and all persons authorised by it

         (in common with all other persons entitled to the like right) at all
         times and for all purposes in connection with the permitted user of the
         Demised Premises to go pass and xxxxxx on foot over and through and
         along the entrances to the Building and the foyers staircases landings
         the six main lifts and the goods lift in the Building only for such
         purposes and for access to any parking spaces occupied under separate
         licence and with or without vehicles over the Service Area (so far only
         as necessary for deliveries to and collection from the Demised
         Premises)

2.       The uninterrupted passage of the Utilities which serve the Demised
         Premises from and to the Demised Premises through the Conduits which do
         not form part of the Demised Premises for the time being running in
         over under or through the Building or any part thereof


                                       87


3.    The right for the Tenant with servants workmen and others at
      all reasonable times upon giving three days previous notice
      in writing to the occupier thereof (or in the case of
      emergency without notice) to enter into and upon other parts
      of the Building where there is no reasonably practicable
      alternative for the purpose of repairing maintaining altering
      cleansing examining or testing the Demised Premises and in
      any case causing as little damage and disturbance as possible
      and making good any damage caused

4.    The right to use all toilet facilities in the Common Parts on
      the second floor of the Building PROVIDED THAT the Landlord
      may from time to time designate different toilet facilities
      or suspend the use thereof in order to carry out any
      necessary maintenance or repair to or replacement of the same
      or of any Plant therein or to carry out or provide the
      Services therein so long as toilet facilities at least in
      respect of male and female toilets are equally extensive as
      those referred to above and adequate to permit the continued
      use and occupation of the Demised Premises remain available
      at all times



                                       88



5.       The right to escape in the case of emergency over the routes designated
         by the Landlord from time to time

6.       The right to affix to the roof of the Building in a position first
         approved by the Landlord (such approval not to be unreasonably
         withheld) and use a satellite dish or similar apparatus (not exceeding
         two in number) suitable for the receipt of programmes broadcast by

         satellite of a design and specification first approved by the Landlord
         (such approval not to be unreasonably withheld) and the right to
         install in a position and in manner first approved by the Landlord
         (such approval not to be unreasonably withheld) in or on the Building
         (but excluding any Lettable Space and the Common Parts) and use any
         necessary cables linking the satellite dish or similar equipment to the
         Demised Premises
         PROVIDED THAT:-

6.1      the Tenant shall carry out such works causing as little damage
         disturbance inconvenience and annoyance to the Landlord and the other
         occupiers of the Building and forthwith making good all damage caused
         to the reasonable satisfaction of the Landlord


                                       89




         6.2      the Tenant will remove any equipment installed (including the
                  cabling) on the first to occur of:-

                  6.2.1    the end or sooner determination of the Term and

                  6.2.2    the equipment ceasing to be required by the Tenant
                           the Tenant in any event forthwith making good any
                           damage caused by such removal and reinstatement to
                           the reasonable satisfaction of the Landlord



                                     PART II
                                     -------

                                 (Reservations)
                                 --------------


PASSAGE OF UTILITIES
--------------------

1.    The right in common with the Tenant and those deriving title through or
      under it to the uninterrupted passage of the Utilities which serve the
      remainder of the Building and/or any of the adjoining or neighbouring
      property of the Landlord and/or the Superior Landlord through the Conduits
      for the time being running in over under or through the Demised Premises


ENTRY TO INSPECT AND FOR WORKS
------------------------------




                                       90



2.       Full right and liberty for the Landlord and its surveyors agents and
         workmen and others authorised by the Landlord at a time reasonably
         agreed between the Landlord and the Tenant and from time to time (upon
         48 hours prior notice save in case of emergency) to enter into and upon
         the Demised Premises and all parts thereof for the purpose of:-

         2.1      repairing maintaining altering cleansing examining and/or
                  testing the Demised Premises and all parts thereof and the
                  Conduits serving the same and/or any other part of the
                  Building and/or any adjoining or neighbouring property of the
                  Landlord and/or the Superior Landlord where there is no
                  reasonably practicable alternative and to make all connections
                  and disconnections which may be necessary in relation thereto
                  and for the purpose of carrying out any work or doing anything
                  whatsoever for which the Tenant is liable hereunder and in
                  respect of which the Tenant shall for the time being be in
                  default

         2.2      making connections with any or all of the Conduits existing
                  from time to time laying new Conduits and altering repairing
                  renewing


                                       91


                  cleansing emptying and inspecting the Conduits and/or the
                  Plant as necessary in connection with the accommodation of any
                  other part of the Building

         2.3      repairing renewing altering and/or maintaining any other part
                  of the Building where there is no reasonably practicable
                  alternative

         2.4      carrying out any other work which the Landlord must or may
                  carry out under the provisions of Clause 5.4 hereof

         2.5      any other necessary or reasonable purposes whatsoever where
                  there is no reasonably practicable alternative

         PROVIDE THAT neither the Landlord nor the Superior Landlord nor any
         other person exercising any of the above rights shall be liable for any
         disturbance inconvenience or loss of business resulting from any such
         entry or the making of such repairs or the performance of any such work
         but PROVIDED FURTHER THAT in the exercise of the above rights the
         Landlord or any other person so entering shall cause as little damage
         and disturbance as reasonably possible and shall make good any damage
         caused to the Demised Premises resulting therefrom to the reasonable





                                       92


         satisfaction of the Tenant


BUILD ON ADJACENT LAND
----------------------

         3.1      The right of the Superior Landlord in accordance with the
                  terms of the Superior Lease to build or rebuild or alter or
                  permit the building rebuilding or alteration of any adjacent
                  or neighbouring land or building of the Superior Landlord in
                  any manner whatsoever and to let the same for any purpose or
                  otherwise deal therewith notwithstanding the light or air to
                  the Demised Premises is in any such case thereby diminished or
                  any other liberty easement right or advantage belonging to the
                  Tenant is thereby diminished or prejudicially affected

         3.2      The right to build rebuild or alter or permit the building
                  rebuilding or alteration of the remainder of the Building by
                  the Landlord and to let the same for any purpose or otherwise
                  deal therewith provided that such works do not materially
                  adversely affect the Tenant's use and occupation of the
                  Demised Premises for the purposes permitted by this Underlease


SUPPORT AND SHELTER
-------------------


                                       93



4.    The right to subjacent and lateral support and to shelter and
      protection for other parts of the Building from the Demised
      Premises

                                    PART III
                                    --------

               (Matters to which the Demised Premises is subject)
               --------------------------------------------------

COVENANTS IN SUPERIOR LEASE
---------------------------

1.       The covenants on the lessee's part contained in the Superior Lease
         (except only the covenant for payment of the rents reserved thereby)

2.       All matters contained or referred to in the Charges Register as at 9th

         March 1993 of the Landlord's title number NGL681489 (other than entries
         numbered 2, 3, 4, 6 and 7)

                      THE THIRD SCHEDULE above referred to
                      ------------------------------------

                                  (Rent Review)
                                  -------------


1.       In this Schedule the following expressions shall have the meanings
         assigned to them hereunder:-

            "the rent review dates" shall mean the fifth tenth fifteenth and
            twentieth anniversary of the date from which the Term is calculated
            "the Open Market Rent" shall mean the yearly rent for which the
            Demised Premises could reasonably be expected to be let by a willing



                                       94


            lessor to a willing lessee without fine or premium with vacant
            possession on the relevant rent review date in the open market for a
            term of lO years or a term equal to the residue then unexpired of
            the Term (whichever be the longer) but in either event commencing on
            the relevant rent review date and otherwise upon the terms and
            conditions (save as to the actual amount of rent payable and any
            rent free period allowed to the Tenant but including the provisions
            for review contained in this Underlease) on the basis of the user
            permitted hereunder and on the assumption if not a fact that:-

         (a)      all covenants hereunder have been complied with

         (b)      that the Demised Premises are fitted out and ready for
                  immediate beneficial occupation and use and without limitation
                  that the Demised Premises have been finished to the
                  specification described in the Technical Handbook (a copy
                  whereof is annexed hereto) together with the provision of good
                  quality carpeting and adequate floor outlet boxes all at the
                  Landlord's expense



                                       95



                  and that the said floor outlet boxes are live

         (c)      that the hypothetical tenant has had immediately prior to the
                  relevant review date the benefit of an adequate rent free
                  and/or reduced rent period for the purposes of fitting out


         (d)      that the Demised Premises comply with all statutory byelaws
                  and planning requirements

          there being disregarded:-

                  (i)      any effect on rent of the fact that the Tenant or any
                           underlessee or lawful occupier or any predecessor in
                           title to the same has been in occupation of the
                           Demised Premises

                  (ii)     any goodwill attached to the Demised Premises by
                           reason of the business carried on thereat by the
                           Tenant or any underlessee or lawful occupier or any
                           predecessor in title to the same

                  (iii)    any effect on rent of any improvement made during the
                           Term or any period of prior occupation by the Tenant
                           and/or


                                       96


                  pursuant to any agreement for Underlease by the Tenant or any
                  underlessee or lawful occupier or any predecessor in title to
                  the same (where a written application for the consent of the
                  Landlord if required hereunder has been made) so far as made
                  at its own expense and to the extent that there is no
                  liability on the Landlord to pay or contribute to the cost of
                  such improvement but excluding any improvement undertaken in
                  performance of an obligation to the Landlord other than:-

         (a)      the obligation imposed under Clause 4.18 or

         (b)      under any licence for alterations granted by the Landlord to
                  the Tenant under this Underlease

                  (iv)     any diminution in rental value attributable to any
                           work carried out by any Tenant or undertenant or any
                           other permitted occupier during the


                                       97


                  Term

                  (v)      Clause 2(iii) of this Third Schedule

2.       As from each rent review date the yearly rent first hereby reserved
         shall be whichever is the higher of:-

         (i)      the yearly rent first hereby reserved and payable immediately

                  before the relevant rent review date and

         (ii)     the Open Market Rent; and

         (iii)    in the case of the rent review due on 25th March 1998 the sum
                  of ONE MILLION AND SEVENTY FOUR THOUSAND SIX HUNDRED AND SIXTY
                  POUNDS ((pound)1,074,660.00)

3.       If the Landlord and the Tenant shall not have agreed the Open Market
         Rent at the relevant rent review date the Open Market Rent shall
         (unless subsequently agreed by the Landlord and the Tenant) be
         determined by a surveyor qualified for not less than ten years and
         experienced and conversant in the office letting market of the City of
         London and its environs (hereinafter called "the Appointed Surveyor")
         to be agreed upon in writing by the Landlord and the Tenant (in which
         event the capacity in which the Appointed Surveyor shall act shall be
         agreed between


                                       98



         the Landlord and the Tenant) and in default of agreement to make such
         appointment the Appointed Surveyor shall be nominated by the President
         for the time being of the Royal Institution of Chartered Surveyors upon
         the application of the Landlord or the Tenant which may be made at any
         time (in which event the determination of the Open Market Rent by the
         Appointed Surveyor shall be made by him as an arbitrator pursuant to
         the provisions of the Arbitration Acts 1950 and 1979 and not as an
         expert)

4.       Nothing contained in this Schedule shall prevent the Landlord and the
         Tenant agreeing the Open Market Rent at any time after the nomination
         or appointment of the Appointed Surveyor but prior to any determination
         made by him and in such event such agreement shall be binding upon the
         parties hereto

5.       Upon the agreement or determination of the reviewed rent a memorandum
         thereof shall forthwith be annexed to this Underlease and the
         Counterpart hereof in such form as the Landlord's Solicitors shall
         reasonably determine

6.       In the event of the Landlord at the relevant rent review date being
         prevented or prohibited by reason of any legislation government order
         or decree (in


                                       99


         this paragraph collectively referred to as "legislation") from
         exercising its rights under this Schedule and/or obtaining the whole or
         any part or parts of any increase in the rent ("increase" in this

         context meaning such increase as disregarding the provisions of any
         such legislation would otherwise have been obtainable at the relevant
         rent review date by reason of the provisions of this Schedule) then:-


         (i)      In the event of the legislation permitting the whole of such
                  increase in rent to take effect at a date subsequent to the
                  relevant rent review date the said increase shall take effect
                  at the earliest date permitted by legislation or

         (ii)     in the event of legislation permitting only limited increases
                  in the rent on dates subsequent to the relevant rent review
                  date the said increases shall take effect on the earliest
                  dates on which they are so permitted to take effect and until
                  such time or times as the Landlord shall be entitled to take
                  the benefit of whole of the increase in rent which but for the
                  legislation it would have been able to ob-


                                      100


                  tain at the relevant rent review date


7.       If the rent first hereby reserved and payable from the relevant rent
         review date shall not have been ascertained by that date then the
         Tenant shall from such date pay at the times and in manner aforesaid a
         yearly rent on account thereof equal to the rent first hereby reserved
         and payable immediately before the relevant rent review date and within
         fourteen days after the agreement or determination of the rent to be
         payable in accordance with paragraphs 2 and 3 of this Schedule the
         Tenant will pay to the Landlord an amount equal to the excess (if any)
         of the rent so agreed or determined over the rent paid on account for
         the period from the relevant rent review date together with interest
         thereon at base rate or the equivalent for the time being in force of
         National Westminster Bank plc or such substitute rate as is provided
         for in Clause 1.11 from the date or dates on which the same or each
         instalment thereof would otherwise have been payable until payment

                      THE FOURTH SCHEDULE above referred to
                      -------------------------------------



                                      101



                      Covenant by Surety to this Underlease
                      -------------------------------------


The Surety HEREBY JOINTLY AND SEVERALLY COVENANT with the Landlord that



1.       The Tenant will at all times during the continuance of the Term (which
         shall be deemed to include for all the purposes of this Schedule any
         new underlease of the Demised Premises granted to the Tenant by order
         of the Court or by negotiation pursuant to an application by the Tenant
         to the Court) pay the rents for the time being reserved and perform and
         observe the covenants on the part of the Tenant to be observed and
         performed and that if the Tenant shall make default in payment of the
         said rents or any part thereof at the times fixed for payment thereof
         or in observing and performing the said covenants or any of them and
         provided that notice of any sums which are first second thirdly
         fourthly fifthly and sixthly reserved by the Underlease is served on
         the Surety within 100 days of the due date then and in every such case
         the Surety will pay the rents or observe and perform any covenant in
         respect whereof the Tenant shall be in default as aforesaid PROVIDED
         that notwithstanding the forbearance by the Landlord to enforce against
         the Tenant the payment


                                      102




         of the said rents or the observance or performance of the Tenant's
         covenants or the giving of time by the Landlord to the Tenant in
         relation thereto the Surety any assignment of this Underlease or any
         Variation to the terms of this Underlease shall not thereby be
         discharged from liability under the foregoing covenant and

2.       If the Tenant shall enter into liquidation whether compulsory or
         voluntary not being merely a voluntary liquidation of a solvent company
         for the purposes of amalgamation or reconstruction under a scheme
         forthwith put into effect or shall become bankrupt and the liquidator
         or trustee in bankruptcy of the Tenant shall disclaim these presents or
         if the Landlord shall for any reason enforce its right of re-entry
         under Clause 6.1 and if the Landlord shall within six months after such
         disclaimer or re-entry by notice in writing require the Surety or
         either/any of them to accept an Underlease of the Demised Premises for
         a term commensurate with the interest vested in the Tenant immediately
         before such disclaimer or re-entry at the same rents and subject to the
         like covenants and conditions as are payable under and applicable to
         the tenancy immediately before



                                      103



         the date of such disclaimer or re-entry (the said new Underlease and
         the rights and liabilities thereunder to take effect as from the date
         of the said disclaimer or re-entry and subject to and with the benefit

         of these presents if they still subsist) then and in every such case
         the Surety or such of them as the Landlord may require shall accept
         such Underlease accordingly and execute a counterpart thereof and pay
         the Landlord's costs of such new Underlease and if the Landlord shall
         not require the Surety or either/any of them to accept such Underlease
         the Surety shall nevertheless pay to the Landlord upon demand a sum
         equal to the rents which would have been payable but for such
         disclaimer or re-entry from the date of such disclaimer or re-entry
         until the expiration of six months therefrom or until the Demised
         Premises shall have been re-let by the Landlord whichever shall first
         occur


                 THE FIFTH SCHEDULE above referred to
                 ------------------------------------

                                     PART I
                                     ------

1.       For the purpose of Part I of this Schedule:-

         (i)      An "Accounting Period" shall mean a period commencing on the
                  First day of January




                                      104


                  and ending on the Thirty first day of December in each year or
                  such other period as the Landlord may in its absolute
                  discretion from time to time determine

         (ii)     "the Services" shall mean the Basic Services (hereinafter
                  defined) and such of the Optional Services (hereinafter
                  defined) as the Landlord (subject to Clause 5.4.4 of this
                  Underlease) provides and "Service" shall be construed
                  accordingly

         (iii)    "the Basic Services" shall mean the services to be provided to
                  a standard appropriate to a high quality office building in
                  the City of London and which are namely:-

                  (a)      keeping the Building (except the Lettable Space but
                           including the Plant) in good and substantial repair

                  (b)      procuring the regular inspection servicing and
                           maintenance by specialist contractors of the Plant
                           and the modernisation upgrading or replacement of the
                           same whenever reasonably necessary

                  (c)      keeping the exterior and interior of the Building
                           (except the Lettable Space) clean



                                      105



                           and decorated whenever reasonably necessary

                  (d)      complying with all Acts of Parliament in relation to
                           the Building (except those in relation to the Demised
                           Premises which are the obligation of the Tenant
                           hereunder and the like in relation to other Lettable
                           Space) and the Plant

                  (e)      procuring the supply of electricity to the Demised
                           Premises

                  (f)      providing adequate heating cooling and ventilation to
                           the Demised Premises during the Business Hours

                  (g)      keeping the Service Area adequately lit as necessary
                           both within and outside the Business Hours

                  (h)      keeping the Common Parts adequately appointed in
                           keeping with the standard appropriate to a high
                           quality office building in the City of London

                  (i)      providing hot and cold water towels soap and sanitary
                           facilities to the toilet and lavatory accommodation
                           in the Common Parts designated for use by the Tenant


                                      106




                  (j)      providing a satisfactory lift service appropriate to
                           a high quality office building in the City of London

                  (k)      providing one or more commissionaires or
                           receptionists during the Business Hours

                  (l)      providing twenty four hour security personnel to
                           control ingress and egress to the Building as
                           appropriate for the time of day or night

                  (m)      providing other necessary staff or external
                           contractors for the proper management and day to day
                           running of the Building and the Plant

                  (n)      providing necessary communication facilities for the
                           aforesaid staff or external contractors together with
                           office and workroom and storage accommodation

                           furnishings office equipment and stationary tools
                           appliances plant and equipment

                  (o)      providing uniforms and protective clothing for the
                           aforesaid staff

                  (p)      providing containers for refuse and the collection
                           thereof by the City of London Corporation or other
                           private contractor



                                      107



                  (q)      providing signage within the Common Parts and outside
                           the Building

         (iv)     "the Optional Services" shall mean:-

                  (a)      landscaping and providing and maintaining all plants
                           and shrubs whether within the Common Parts or outside
                           the Building and keeping the same properly maintained

                  (b)      providing decorative lighting whether within the
                           Common Parts or outside the Building

                  (c)      providing flags for the flag pole over the main
                           entrance in Houndsditch

                  (d)      providing close circuit television or other
                           mechanical or electronic security systems whether in
                           the Common Parts or outside the Building

                  (e)      valuing the Demised Premises not more frequently than
                           once in each year for insurance purposes

                  (f)      providing any further services as are reasonably
                           required by the Landlord in the interests of good
                           estate management

         (v)      The "Annual Cost" shall mean the expenditure incurred by the
                  Landlord in any Accounting



                                      108


                  Period in carrying out or procuring the carrying out of the
                  Services together with but without prejudice to the generality
                  of the foregoing:-


                  (a)      a reasonable charge by the Landlord (not exceeding
                           8.25% of the Annual Cost disregarding this Clause
                           (v)(a)) in respect of the cost of management or the
                           reasonable cost of employing Managing Agents;

                  (b)      the proper costs of any Accountant or Surveyor
                           employed to determine or audit the Annual Cost or the
                           interim payments or the Service Charge (as
                           hereinafter defined); and

                  (c)      the cost of maintaining the necessary bank account or
                           accounts and the cost of money borrowed in connection
                           with the provision of the Services; and

                  (d)      the cost of the Landlord's contribution to the repair
                           and maintenance of party structures and

                  (e)      the cost to the Landlord of sewage disposal and
                           refuse collection whether via the environmental
                           charge or otherwise



                                      109



      BUT EXCLUDING:-

                  (f)      any charge made in respect of the cost of collection
                           of rents

                  (g)      any charges referrable to any unlet Lettable Space

         (vi)     The "Service Charge" shall be a fair and reasonable proportion
                  attributable to the Demised Premises of the Annual Cost to be
                  determined (and variable from time to time and in varying
                  proportions (which in appropriate cases may be the whole) in
                  respect of different parts of the Services) by the Surveyor or
                  Accountant (whose decision shall be final and binding on the
                  parties hereto save in the case of manifest error) by
                  reference to floor area or such other basis as may
                  appropriately be adopted on the basis that the whole of the
                  Annual Cost is intended (once all the Lettable Space is fully
                  let) to be recoverable from the tenants and/or the occupiers
                  of the Building

2.       The sum payable on account of the Service Charge for the Accounting
         period current at the date hereof shall be calculated pro rata on a
         daily basis at the rate of TWO HUNDRED AND THIRTY ONE THOUSAND FOUR



                                      110



         HUNDRED AND TEN POUNDS AND TWELVE XXXXX ((pound)231,410.12) per annum
         and the first payment shall be made on the execution hereof and shall
         be in respect of the period from the date hereof to the day before the
         quarter day immediately following the execution hereof (both dates
         inclusive)

3.       The sum payable on account of the Service Charge for all subsequent
         Accounting Periods shall be an amount equal to the estimated Service
         Charge for the relevant Accounting Period as specified in the
         Certificate to be served by the Surveyor upon the Tenant as soon as
         practicable containing an estimate of the Annual Cost and the Service
         Charge for the relevant Accounting Period

4.       The said sums payable on account shall be paid to the Landlord by equal
         instalments in advance on the usual quarter days

5.       In any Accounting Period less or more than a year the difference
         between the Service Charge and the payments on account as set out in
         paragraphs 3 and 4 of Part I of this Schedule shall be calculated on a
         pro rata daily basis

6.       As soon as practicable after the end of each Accounting Period the
         Surveyor shall:-


                                      111



         (i)      compute the Annual Cost for such Accounting Period

         (ii)     serve upon the Tenant a Certificate of the Annual Cost and the
                  Service Charge for the immediately preceding Accounting Period

      and the aforesaid Certificate of the Landlord's accountant or the Surveyor
      shall be conclusive and binding on the parties hereto in relation to all
      matters of fact therein set out (save in the case of manifest error)

7.    Within twenty eight days of the service of such Certificate the Tenant
      shall pay to the Landlord or the Landlord shall allow to the Tenant
      against the sums payable on account of the Service Charge as the case may
      be any difference between the Service Charge for the immediately preceding
      Accounting Period and the total of the interim sums paid on account of the
      Service Charge for the preceding Accounting Period

                                     PART II
                                     -------

For the purpose of Part II of this Schedule:-


         (i)      "the Special Accounting Period" shall mean a period commencing

                  on the 1st day of January and ending on the 31st day of
                  De-



                                      112



                  cember in each year or such other period as the Landlord may
                  in its absolute discretion from time to time reasonably
                  determine having particular regard to the frequency of and the
                  period in which the Special Service or Special Services (as
                  hereinafter defined) are supplied

         (ii)     "the Special Services" shall mean the provision at the request
                  of the Tenant of any of the Basic Services and/or Optional
                  Services (normally only provided during the Business Hours)
                  outside the Business Hours "Special Service" shall be
                  construed accordingly

         (iii)    "the Special Annual Cost" shall mean the expenditure incurred
                  by the Landlord in any Special Accounting Period in carrying
                  out or procuring the carrying out of the Special Services
                  together with but without prejudice to the generality of the
                  foregoing:-

                  (a)      a reasonable charge by the Landlord (not to exceed
                           8.25% of the Special Annual Cost disregarding this
                           Clause

                                      113



                  (iii)(a)) in respect of the cost of management or the cost of
                  employing management agents in relation to the Special
                  Services

                  (b)      the proper cost of any accountant or surveyor
                           employed to determine or audit the Special Annual
                           Cost or the interim payments or the Special Service
                           Charge (as hereinafter defined) and

                  (c)      the cost of maintaining the necessary bank account or
                           accounts and the cost of money borrowed in connection
                           with the provision of the Special Services

         (iv)     "the Special Service Charge" shall be a fair and reasonable
                  proportion attributable to the Demised Premises of the Special
                  Annual Cost to be determined (and variable from time to time
                  and in varying proportions (which in appropriate cases may be
                  the whole) in respect of different parts of the Special
                  Services) by the Surveyor or Landlord's accountant (whose

                  decision shall be final and binding on the


                                      114



                  parties hereto save in the case of manifest error ) by
                  reference to the floor area and the degree of use of the
                  Special Services or such other basis as may appropriately and
                  reasonably be adopted on the basis that the whole of the
                  Annual Cost is intended (once all the Lettable Space is fully
                  let) to be recoverable from the Tenants and/or the occupiers
                  of the Building



         and the aforesaid Certificate of the Landlord's accountant or the
         Surveyor shall be conclusive and binding on the parties hereto in
         relation to all matters of fact set out therein (save in the case of
         manifest error)

6.       Within twenty eight days of the service of such Certificate the Tenant
         shall pay to the Landlord or the Landlord shall allow to the Tenant
         against the sums payable on account of the Special Service Charge as
         the case may be any difference between the Special Service Charge for
         the immediately preceding Special Accounting Period and the total of
         the interim sums paid on account of the Special Service Charge for the
         preceding Special Accounting Period

                                      115







THE COMMON SEAL of CHESTERMOUNT     )
PROPERTIES LIMITED was hereunto     )
affixed to this Deed in the         )
presence of:-                       )

                                          Director

                                          Director/Secretary




                                      116