EXHIBIT 10.5 THIS ASSIGNMENT is made the 18th day of December, 1998 BETWEEN (1) ASPECT TELECOMMUNICATIONS LIMITED whose registered office is 2 The Square Stockley Park Uxbridge Middlesex UB11 1AD (Company Registration No. 2181869) ('the Vendor') and...

                                                                    EXHIBIT 10.5

THIS ASSIGNMENT is made the 18th day of December, 1998 BETWEEN (1) ASPECT
TELECOMMUNICATIONS LIMITED whose registered office is 2 Xxx Xxxxxx Xxxxxxxx Xxxx
Xxxxxxxx Xxxxxxxxx XX00 0XX (Company Registration No. 2181869) ('the Vendor')
and (2) FRONTEC (UK) LIMITED whose registered office is Xxxxxxxxx Xxxxx Xxxxxxx
Xxxx Xxxxxxx XX0 0XX ('the Purchaser') (Company Registration No. 1912489)

NOW THIS DEED WITNESSES as follows:

1.  DEFINITIONS AND INTERPRETATIONS
In this assignment:
1.1  'the Lease' means the lease particulars of which are set out in the
schedule
1.2  'the Property' means the property more particularly described in the Lease
1.3  'the Covenants' means the covenants conditions and all other obligations of
the Vendor arising under or contained in the Lease
1.4  'the Term' means the term created by the Lease
1.5  words importing persons shall include firms companies
and corporation and vice versa
1.6  words importing one gender shall be construed as importing any other
gender
1.7  words importing the singular shall be construed as importing the plural
and vice versa

1.  where any party comprises more than one person the obligations and
liabilities of that party under this assignment shall be joint and several
obligations and liabilities of those persons

2.  the clause headings do not form part of this assignment and shall not be
taken into account in its construction or interpretation

2.  RECITALS
2.1  By the Lease the Property was demised to the Vendor for the Term at the
rent therein reserved The Property remains vested in the Vendor for the
unexpired residue of the Term subject to the Covenants but otherwise free
from incumbrances
2.3  The Vendor has agreed to assign the Lease to the Purchaser for
the residue of the Term in consideration of the performance and observance of
the covenants by the Purchaser contained in this assignment
2.4  The consent of the Landlord has been obtained as required by the Lease

3.  ASSIGNMENT
In consideration of the covenants by the Purchaser contained in Clause S hereof
the Vendor with full title guarantee assigns to the Purchaser ALL THAT the
Property TO HOLD to the Purchaser for the unexpired residue of the Term SUBJECT
to the performance and observance of the Covenants

4. COVENANTS FOR TITLE
It is agreed that THE covenants which are implied by the Law of Property
(Miscellaneous Provisions) Act 1994 shall be limited so as not to extend to any
breach of the covenants relating to repair and decoration of the Property

5. COVENANT FOR INDEMNITY BY PURCHASER
With the object and intention of affording to the Vendor a full and sufficient
indemnity but not farther or otherwise the Purchaser covenants with the Vendor
that it and its successors in title will:
5.1  during the Term pay the rents reserved in the Lease and perform a the
Covenants and
5.2  keep the Vendor and its successors in title indemnified against all actions
claims demand losses costs damages and liabilities whatsoever arising by reason
of any breach of the Covenants

6. CERTIFICATE OF VALUE



It is hereby certified that the transaction hereby effected does not form part
of a larger transaction or series of transactions in respect of which the amount
or value or aggregate amount or value of the consideration exceeds L60,000
(SIXTY THOUSAND POUNDS)






IN WITNESS whereof the parties hereto have caused this Assignment to be executed
by their authored representatives the day and year first here and before written

                                    SCHEDULE

                                    The Lease

Dated:                     20th February 1997
Parties:                   (1) Landlord:
                           General Accident Life Assurance Ltd
                           (2) Tenant:
                           Aspect Telecommunications Ltd
Premises:                  Offices on the Third Floor, The Arena, Parkway West,
                           Xxxxxxxx Xxxx, Xxxxxx
Term:                      Five Years from the 1st February 1997
                           (excluding Section 24 to 28 of the Landlord
                           and Tenant Act 1954)
Rent and Service Charge:   As referred to in the Lease


SIGNED as a DEED by ASPECT          )
TELECOMMUNICATIONS LTD              )
acting by a Director and its        )
Secretary or two Directors          )

                                    Director

                                    Secretary or Director


                                                                      WEATHERALL
                                                                   GREEN & XXXXX





SIGNED as a DEED by FRONTEC          )
(UK) LIMITED acting by a Director    )
and its Secretary or two Directors   )

                                     Director

                                     Secretary or Director


                                                                      WEATHERALL
                                                                   GREEN & XXXXX




DATED 20 FEBRUARY, 1997

(1)      Landlord:
         GENERAL ACCIDENT LIFE
         ASSURANCE LIMITED

(2)      Tenant:
         ASPECT TELECOMMUNICATIONS
         LIMITED



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


                                    L E A S E

                                     - of -

                           Offices on the Third Floor
                                    The Arena
                                  Parkway West
                              Xxxxxxxx Xxxx, Xxxxxx


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

     Commencement Date: 1 February 1997

     Term: 5 years

     Expiry Date: 31 January 2002

     Rent: L74,592 per annum
     exclusive (subject to increase and review)

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



                  XXXXXXXX CHANCE
                  000 Xxxxxxxxxx Xxxxxx
                  Xxxxxx ECIA 411

                  Ref. CQM/G3/17470/RCSH

                  CQMSOIS7.04


                                                                      WEATHERALL
                                                                   GREEN & XXXXX





                                        2

     2.3  The Vendor has agreed to assign the Lease to the Purchaser for the
          residue of the Term in consideration of the performance and observance
          of the covenants by the Purchasers contained in this assignment

     2.4  The consent of the Landlord has been obtained as required by the Lease


     3.   ASSIGNMENT

     In consideration of the covenants by the Purchaser contained in Clause 5
     hereof the Vendor with full title guarantee assigns to the Purchaser ALL
     THAT the Property TO HOLD to the Purchaser for the unexpired residue of the
     Term SUBJECT to the performance and observance of the Covenants


     4.   COVENANTS FOR TITLE

     It is agreed that the covenants which are implied by the law of Property
     (Miscellaneous Provisions) Xxx 0000 shall be limited so as not to extend to
     any breach of the covenants relating to repair and decoration of the
     Property


     5.   COVENANT FOR INDEMNITY BY PURCHASER

     With the object and intention of affording to the Vendor a full and
     sufficient indemnity but not further or otherwise the Purchaser covenants
     with the Vendor that it and its successors in title will;

     5.1  during the Term pay the rents reserved in the Lease and perform all
          the Covenants and

     5.2  keep the Vendor and its successors in title indemnified against all
          actions claims demand losses costs damages and liabilities whatsoever
          arising by reasons of any breach of the Covenants


     6.   CERTIFICATE OF VALUE

     It is hereby certified that the transaction hereby effected does not form
     part of a larger transaction or series of transactions in respect of which
     the amount or value or aggregate amounts or value of the consideration
     exceeds L60,000 (SIXTY THOUSAND POUNDS)




                                        3


IN WITNESS whereof the parties hereto have caused this Assignment to be executed
by their authorised representatives the day and year first here and before
written

                                    SCHEDULE


                                    The Lease


Dated:                     20th February 1997


Parties:                   (1) Landlord:

                           General Accident Life Assurance Ltd



                           (2) Tenant:

                           Aspect Telecommunications Ltd


Premises:                  Offices on the Third Floor, The Arena, Parkway West,

                           Xxxxxxxx Xxxx, Xxxxxx


Term:                      Five Years from the 1st February 1997

                           (excluding Section 24 to 29 of the Landlord

                           and Tenant Act 1954)



Rent and Service Charge:   As referred to in the Lease



SIGNED as a DEED by ASPECT          )
TELECOMMUNICATIONS LTD              )
acting by a Director and its        )
Secretary or two Directors          )

                                    Director


                                    Secretary or Director




                                        4

SIGNED as a DEED by FRONTEC        )
(UK) LIMITED acting by a Director  )
and its Secretary or two Directors )

                                    Director


                                    Secretary or Director







                                                                                                      

4.18     NUISANCE.........................................................................................12

4.19     ALTERATIONS......................................................................................12

4.20     SIGNS AND ADVERTISEMENTS.........................................................................12

4.21     ALIENATION.......................................................................................13

4.22     REGISTRATION OF DISPOSITIONS.....................................................................15

4.23     DISCLOSURE OF INFORMATION........................................................................15

4.24     LANDLORD'S COSTS.................................................................................15

4.25     STATUTORY REQUIREMENTS...........................................................................16

4.26     PLANNING ACTS....................................................................................17

4.27     STATUTORY NOTICES................................................................................18

4.28     FIRE PRECAUTIONS AND EQUIPMENT...................................................................18

4.29     DEFECTIVE PREMISES...............................................................................19

4.30     ENCROACHMENTS AND EASEMENTS......................................................................19

4.31     RELETTING NOTICES................................................................................19

4.32     INDEMNITY........................................................................................19

4.33     LANDLORD'S REGULATIONS...........................................................................19

4.34     TAXATION.........................................................................................20

4.35     VALUE ADDED TAX..................................................................................20

4.36     COVENANTS AFFECTING REVERSION....................................................................20

5.       LANDLORD'S COVENANTS.............................................................................21

5.1      QUIET ENJOYMENT..................................................................................21

5.2      PROVISION OF SERVICES............................................................................21

5.3      PERSONS EXERCISING RIGHTS........................................................................22







                                                                                                      

6.       INSURANCE........................................................................................23

6.1      LANDLORD TO INSURE...............................................................................23

6.2      LANDLORD'S FIXTURES..............................................................................23

6.3      LANDLORD TO PRODUCE EVIDENCE OF INSURANCE........................................................24

6.4      NOTING ON INSURANCE POLICY.......................................................................24

6.5      DESTRUCTION OF THE BUILDING......................................................................24

6.6      OPTION TO DETERMINE..............................................................................25

6.7      WHERE REINSTATEMENT IS PREVENTED.................................................................25

6.8      PAYMENT OF INSURANCE MONEYS REFUSED .............................................................25

6.9      CESSER OF RENT...................................................................................25

6.10     BENEFIT OF OTHER INSURANCES......................................................................25

6.11     INSURANCE BECOMING VOID..........................................................................26

6.12     REQUIREMENTS OF INSURERS.........................................................................26

6.13     NOTICE BY TENANT.................................................................................26

7.       PROVISOS ........................................................................................26

7.1      FORFEITURE.......................................................................................26

7.2      NO IMPLIED EASEMENTS.............................................................................28

7.3      EXCLUSION OF WARRANTY AS TO USER.................................................................28

7.4      REPRESENTATIONS..................................................................................28

7.5      USE OF PREMISES OUTSIDE BUSINESS HOURS...........................................................28

7.6      FAILURE BY LANDLORD TO PROVIDE SERVICES..........................................................29

7.7      EXCLUSION OF LANDLORD'S LIABILITY ...............................................................29

7.8      COVENANTS RELATING TO ADJOINING PROPERTY.........................................................29






                                                                                                      

7.9      EFFECT OF WAIVE..................................................................................29

7.10     EXCLUSION OF STATUTORY COMPENSATION..............................................................29

7.12     NOTICES  ........................................................................................30

7.13     DISPUTES WITH ADJOINING OCCUPIERS................................................................30

7.14     TENANT'S OPTION TO DETERMINE.....................................................................30

7.15     CONDITIONS AND RIGHTS OF ENTRY...................................................................31

8.       SERVICE CHARGE...................................................................................31

9.       AGREEMENT FOR LEASE..............................................................................35


FIRST SCHEDULE

RIGHTS AND EASEMENTS GRANTED..............................................................................36


SECOND SCHEDULE

EXCEPTIONS AND RESERVATIONS...............................................................................37


THIRD SCHEDULE

AUTHORISED GUARANTEE AGREEMENT TO BE GIVEN BY TENANT PURSUANT TO CLAUSE 22(c)(1)..........................39


FOURTH SCHEDULE

COVENANTS BY THE GUARANTOR................................................................................43


FIFTH SCHEDULE

ITEMS OF EXPENDITURES AS REFERRED TO IN CLAUSE 8..........................................................46


SIXTH SCHEDULE

DEEDS AND DOCUMENTS CONTAINING MATTERS TO WHICH THE DEMISED PREMISES ARE SUBJECT..........................52







                                LEASE PARTICULARS


                                           

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

1.       DATE                              :        20th day of February 1997
-----------------------------------------------------------------------------------------------

2.       PARTIES


         (a)  LANDLORD                     :         GENERAL  ACCIDENT LIFE  ASSURANCE  LIMITED
                                                     whose  registered  office  is at 0 Xxxxxxx
                                                     Xxxxxx, Xxxx YOI IHR


                                                     (Company registration number 226 742



         (b)  TENANT                       :         ASPECT TELECOMMUNICATIONS
                                                     LIMITED whose registered office
                                                     is at The Harlequin Centre
                                                     Xxxxxxxx Xxxx, Xxxxxxxx,
                                                     Xxxxxxxxx XX0 0XX

                                                     (Company registration number 2181869)

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

3.       DEMISED PREMISES                  :         The Third floor of the Building shown
                                                     edged red on Plan 1

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

4.       BUILDING                          :         The  building on the Estate shown edged
                                                     red on Plan 2

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

5.       ESTATE                            :         The pieces or parcels of land situate at
                                                     Xxxxxxxx Lane, Heston, together with the
                                                     Buildings erected thereon or on part thereof
                                                     known as Parkway West and Parkway Trading
                                                     Estate the approximate boundaries whereof are
                                                     shown edged green on Plan numbered 3 as the
                                                     same are registered at H.M. Land Registry
                                                     under Title Number MX352739 and NGL242792

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

6.       TERM                              :        Five years

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







                                           

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

7.       TERM COMMENCEMENT DATE             :       1 February 1997

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

8.       INITIAL RENT                       :       Seventy four thousand five hundred and
                                                    ninety two pounds (L74,592) per annum

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

9.       RENT COMMENCEMENT DATE             :       1 February 1997

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

10.      SERVICE CHARGE

         (a)   ESTATE SERVICE                       To  be  calculated  in  accordance  with
                 CHARGE                     :       clause 8.1(a)


         (b)   BUILDING SERVICE
               CHARGE                       :       To be calculated in accordance with
                                                    clause 8.1(b)

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

11.      SERVICE CHARGE                             the date hereof
         COMMENCEMENT DATE                  :

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

12.      PROVISIONAL QUARTERLY                      L3139.05
         SERVICE CHARGE PAYMENT             :       (exclusive of value added tax)

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

13.      NET INTERNAL AREA                  :       The total floor area expressed in
                                                    square feet measured in accordance with
                                                    the Code of Measuring Practice
                                                    published on behalf of the Royal
                                                    Institution, of Chartered Surveyors and
                                                    the Incorporated  Society of Valuers and
                                                    Auctioneers (Third Edition January
                                                    1990) such area being measured in
                                                    accordance with the definition "Net
                                                    Internal Area" contained in the said
                                                    Code in the case of the Building and
                                                    measured in accordance with the
                                                    definition "Gross Internal Area"
                                                    therein contained in the castof all
                                                    other lettable areas.

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







                                       

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

14.      PERM1TTED USER               :        Good class professional or commercial offices
                                               within paragraph (a) of Class BI (Business) of the
                                               Town and Country Planning (Use Classes) Order 1987

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

15.      PRESCRIBED RATE             :        Four per cent (4%) per annum above Base Rate

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

16.      BASE RATE                   :        The Base Rate for the time being of Lloyds Bank
                                              PLC or some other London clearing bank nominated from
                                              time to time by the Landlord or, in the event of Base
                                              Rate being abolished, such other reasonable comparable
                                              race of  interest as the Landlord  shall from time to
                                              time determine

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








                  T H I S L E A S E made on the Date stated in the Particulars
                  (as hereinafter defined) B E T W E E N the Parties specified
                  in the Particulars

                  W I T N E S S E T H in consideration of the rents and
                  covenants hereinafter reserved and contained as follows:-

         1.       DEFINITIONS
                  IN this Lease, unless the context otherwise requires, the
                  following expressions shall have the following meanings:-

         1.1      "ADJOINING PROPERTY" means all parts of THE ESTATE (other than
                  the Demised Premises) and any land and/or buildings adjoining
                  or neighboring The Estate;

         1.2      "BUILDING" means the Building (of which the Demised Promises
                  form part) briefly described in the Particulars and each and
                  every part thereof and all the appurtenances belonging
                  thereto, including:

                  (a)      all landlord's fixtures, fixings, plant, machinery,
                           apparatus and equipment now or hereafter in or
                           upon the same;

                  (b)      all additions, alterations and improvements thereto;

         1.3      BUSINESS HOURS means the usual business or working hours of
                  the Estate which shall be 7:00 a.m.- to 8.00 p.m. on Mondays
                  to Fridays (inclusive) and 8.00: a.m. to 1.00 p.m. on,
                  Saturdays (excluding Christmas Day, Good Friday and all usual
                  bank or public holidays) and such additional hours as may,
                  from time to time, be reasonably approved by the Landlord, who
                  shall have regard to the interests of the tenants and
                  occupiers of the Estate;
         1.4      "COMMON AREAS" means the service roads, service areas, service
                  bays, pedestrian areas, yards, forecourts and landscaped areas
                  and also car parking areas and any other amenities on the
                  Estate which are or may from time to time, be provided o r
                  designated by the Landlord for common use by the tenants and
                  occupiers of the Estate and all persons expressly or by
                  implication authorized by them but excluding the Lettable
                  Areas.
         1.5      "COMMON PARTS" means the pedestrian ways, courtyards,
                  forecourts, entrance halls, corridors, passages, lobbies,
                  landings, staircases, lifts, lavatories and washrooms and any
                  other amenities in the Building or within the curtilage
                  thereof which are or may, from time to time, be reasonably
                  provided or designated by the Landlord for common use by





         the tenants and occupiers of the Building and all persons expressly or
         by implication authorised by them but excluding the Lettable Areas;

     1.6  "CONDUITS" means all sewers, drains, pipes, gullies, gutters ducts,
          mains, watercourses, channels subways, wires. cables, conduits, flues
          and other conducting media of whatsoever nature;

     1.7  "DEMISED PREMISES" means the Demised Premises as briefly described in
          the Particulars, including:-

         (a)      the internal plaster surfaces and finishes of all structural
                  or load bearing walls and columns therein or which enclose the
                  same, but not any other part of such walls and columns;

         (b)      the entirety of all non-structural or non-load bearing walls
                  and columns therein

         (c)      the inner half severed medially of the internal non-load
                  bearing walls (if any) that divide the same from other parts
                  of the Building;

         (d)      the floor finishes thereof and all carpets save that the lower
                  limit of the Demised Premises shall not extend to anything
                  below the floor finishes except that raised floors and the
                  cavity below them shall be included;

         (e)      the ceiling finishes thereof, including all suspended ceilings
                  (if any) and light fittings save that the upper limit of the
                  Demised Premises shall not extend to anything above the
                  ceiling finishes except that the cavity above any suspended
                  ceilings shall be included;

         (f)      all window frames and window furniture and all glass in the
                  windows and all doors, door furniture and door frames;

         (g)      all sanitary and hot and cold water apparatus and equipment
                  and the radiators (if any) therein and all fin fighting
                  equipment and hoses therein;

         (h)      all Conduits therein and exclusively serving the same, saw
                  those of statutory undertakers;






                        [GRAPHIC OF FLOOR PLAN DIAGRAM]






                        [GRAPHIC OF FLOOR PLAN DIAGRAM]





                              Schedule of Condition

                                    taken at

                                    0xx Xxxxx
                                    Xxx Xxxxx
                                  Xxxxxxxx Xxxx
                                     Xxxxxx



                                       on
                            Thursday 19 December 1996






                                               Prepared by:
                                               Weatherall Green & Xxxxx
                                               Chartered Surveyors
                                               00 Xxxxxxxx Xxxx
                                               Xxxxxx XX0X ILT
                                               December 1996










General Notes-

1.   The premises were, unoccupied at die time the schedule was taken.

2.   For the purpose of identification it has, been assumed that the east
     elevation is the one forming the main entrance to the building.

3.   The schedule covers the internal office floor area only including the
     office side of the doors from the stair and lift lobbies. The lift and
     stair lobbies, toilets and secondary stair tower are not recorded as these
     are assumed to be common parts and outside the direct repairing obligations
     of the tenants.















REF.    ITEM        DESCRIPTION                                            CONDITION                                    PHOTO
----    ----        -----------                                            ---------                                    -----
                                                                                                            

1.0     Ceiling     Suspended ceiling with fissured mineral fibre         -  Tiles are generally in good condition
                    tiles 600x600mm laid in an exposed grid with             although refinishing treatment has filled
                    slots. Edges formed with standard edge beads in          fissures.
                    off-white. Tiles have been treated with a
                    proprietary refinishing system.                       -  Grid is generally in reasonable condition.

                                                                          -  Edge trim is generally soiled and discoloured.
                    600x600m fluorescent light fittings                      To the perimeter of the core there are
                    are incorporated into the ceiling                        frequent paint marks arising from
                    with chromed low glare diffusers.                        the painting of the shadow gap.
                    Switched from gang switches
                    Adjacent to entrance doors on both sides.
                                                                         -   9No. tiles along the north side have small
                                                                             holes and marks left by fixings.


                                                                         -   Blackening of tiles around supply grill
                                                                             north east corner five tiles and
                                                                             grill affected.

                                                                         -   Other supply grills are lightly soiled
                                                                             including the two at the south end.

                                                                         -   Small number of tiles have black finger
                                                                             marks on them probably in the region
                                                                             of twenty throughout the floor.








REF.    ITEM        DESCRIPTION                                            CONDITION                                    PHOTO
----    ----        -----------                                            ---------                                    -----
                                                                                                            

                                                                          - On west side in the fourth bay
                                                                            from north end tile adjacent column
                                                                            is stained and one above central
                                                                            window pane at edge has smaller
                                                                            but similar stain.

                                                                          - Minor damage to edges of a small
                                                                            number of tiles has occurred.
                                                                            Some damage occurring before
                                                                            refinishing and at least two
                                                                            in south east corner subsequently.

                                                                         -  Light fittings generally clean.
                                                                            Sixteen fittings in north end have
                                                                            two, out of four tubes not working
                                                                            and one fitting have one failed tube.
2.0          Walls

2.1          Perimeter Walls        Columns have plastered and painted   -  Decorations are not recent and there is
             and Columns            finishes with timber skirtings with     considerable marking of the paintwork to both
                                    profile matching plastic skirting       columns and infill panels.
                                    trunking.

                                    Eyeballs are fitted to all columns.  -  Skirtings to columns are in reasonable
                                                                            condition.










REF.    ITEM        DESCRIPTION                                            CONDITION                                    PHOTO
----    ----        -----------                                            ---------                                    -----
                                                                                                            

                     Infill panels below the windows are                   - One skirting section to the fourth column
                     plastered and painted with three                        on the west side four bays down from the
                     compartment plastic skirting trunking                   north has warped and now visibly concave.
                     at floor level and are capped by
                     painted timber window boards.


                     Radiators are fixed to the                            - Fine vertical crack behind radiator in
                     perimeter wall panels.                                  first bay from north on cast side.
                     To the ends (north and south) there is
                     one per column bay and along the sides (cast
                     and west) every other bay has two radiators.

                                                                            - Hairline horizontal crack above radiator
                                                                              extending 500rnrn to first bay on south
                                                                              side from east corner.

                                                                            - East side first bay from southern end
                                                                              hairline vertical crack to full height
                                                                              of panel and three small indentations
                                                                              and two areas of spalling plaster 20mm dia.









REF.    ITEM        DESCRIPTION                                            CONDITION                                    PHOTO
----    ----        -----------                                            ---------                                    -----
                                                                                                            

                                                                          - BT sockets: 6 sockets left on south wall,
                                                                            2 left on west wall, 3 left on cast wall.


                                                                          - Fine vertical cracks generally occurring
                                                                            between infill panels and columns to
                                                                            all elevations.

2.2     Core Walls   Plastered and papered with paint applied over        - Plastered and papered with paint applied     P1
                     paper with simple painted timber skirtings.            over paper

                                                                          - Paint finish better than external
                                                                            walls but there are some light
                                                                            marks on it.

                                                                          - West side; crack in  plaster below hose
                                                                            reel cabinet has left a vertical tear
                                                                            in wallpaper from bottom corner of
                                                                            cabinet to floor level. Further tear
                                                                            extending from top left corner
                                                                            to ceiling level.

                                                                          - Similar tears in wallpaper around east
                                                                            hose reel cabinet.

                                                                          - Mitre joints in timber architraves
                                                                            around hose reel cabinets have
                                                                            opened up.

                                                                          - Paint/glue on edge of east hose reel
                                                                            cabinet.







REF.    ITEM        DESCRIPTION                                           CONDITION                                    PHOTO
----    ----        -----------                                           ---------                                    -----
                                                                                                            
                                                                          - Tearing of wallpaper vertically due
                                                                            to vertical crack to left hand side
                                                                            of hose reel on cast side at junction
                                                                            of blockwork and concrete encasing
                                                                            to column.

                                                                          - Poor cutting in of decoration of wall
                                                                            to skirting generally.

                                                                          - North side splashes and dirt on
                                                                            length of skirting 3 metres long.

3.0                   Screened pre-cast concrete floor with carpet        - Carpet is Secondhand and has been cleaned
                      tile (500 x 500 Henga Graphlex Computerguard)         but shows signs of wear.
                      and incorporating a metal two-compartment
                      trunking evident by size of cut tiles running       - Appearance is not uniform and streaking      P2
                      mainly north to south with branches east to           lines remain from cleaning operation.
                      west.

                                                                          - Fitting of tiles over trunking at            P3
                                                                            junctions is poor particularly at the
                                                                            branches on the east side to both the
                                                                            north and south ends.

                                                                          - Carpet tiles along west side are
                                                                            damp where affected by dampness in
                                                                            wall.

                                                                          - Staining, xxxxx and discolouration are       P4
                                                                            evident in isolated patches throughout
                                                                            the floor.








REF.    ITEM        DESCRIPTION                                           CONDITION                                    PHOTO
----    ----        -----------                                           ---------                                    -----
                                                                                                            

                                                                           - Small piece of cut tile is missing
                                                                             from the trunking adjacent to
                                                                             the west side of the core.

4.0     Windows       Aluminum framed continuously glazed windows          - Window frames are generally dirty and
                      incorporating sliding sash windows at every            soiled.
                      other panel with plastic catches.

                      Painted timber window boards capping infill          - Window boards in reasonable decorative
                      walls.                                                 condition but splitting Of the Paint
                                                                             caused by splitting/lifting of Plywood
                                                                             occurring in isolated areas mainly to
                                                                             south west.

                      Sample of window tried for operation and             - Minor build-up of dust and dead insects.
                      performance.

                                                                           - Sashes are generally working although
                                                                             around 20% of upper sashes are
                                                                             difficult to push up fully 10 allow
                                                                             catches to be used.

                                                                           - One plastic catch broken to window in
                                                                             south west corner.
5.0    Doors
5.1    Door to Tower  Solid cored timber door in timber frame and          - Face of door and frame has light
       Staircase      painted. Fitted with cylinder rim lock with            scratching and marks.
                      internal thumb turn, Overhead closer
                      P1.111handle and fire door keep shut sign,           - Door in working order.
                      Kicker plate To base and fire exit sign over.







REF.  ITEM           DESCRIPTION                                           CONDITION                                    PHOTO
----  ----           -----------                                           ---------                                    -----
                                                                                                             

5.2   Doors to Main  Solid core timber door in timber frame with           -  Door frame and face of door scratched and
      Staircase      matching overpanel and painted. Fitted with              marked particularly to bottom 200mm.
                     two Georgian wired glass vision panels,
                     cylinder rim lack, overhead closer, push              -  Beading to lower vision panel broken at
                     plate, kicker plate and fire door keep shut              mitre corner and lower mitre corners to top
                     sign.                                                    vision panel have opened up.

5.3                  Solid cored timber door and overpanel in              -  Dust settling in glazing beads.
                     timber frame with timber frame glazed screen.
                     Glazing in Georgian wired glass. Door fitted          -  Light marking evident on paintwork.
                     with ironmongery as door 5.2
                                                                           -  Previous damage to the edge of frame
                                                                              evident below fresh paint.

6.0                  Aluminum alloy with self finish fitted with           - Generally in reasonable condition but
                     thermostatic valves. Note monitoring of flow            slightly dusty and dirty.
                     temperature ongoing at the time schedule was
                     taken.

7.0                  Surface mounted white plastic double sockets          - Operation of sockets not tested.
                     to columns. One on north side and one on south
                     side.                                                 - Sockets generally clean.

                     Recessed white plastic double sockets to core
                     walls.  18 in total.








REF.  ITEM           DESCRIPTION                                           CONDITION                                    PHOTO
----  ----           -----------                                           ---------                                    -----
                                                                                                             

                     Dark grey double socket
                     outlets to perimeter trunking.
                     One per bay to north and south
                     sides and 14 each on west and
                     east sides.






                                     [PHOTO]







     (i)  all landlord's fixtures, fittings, plant, machinery, apparatus and
          equipment now or hereafter in or upon the same (excluding any air
          conditioning units and ducting and ancillary machinery, apparatus and
          equipment):

     (j)  all additions, alterations and improvements thereto,

1.8  "DEVELOPMENT" means development as defined in Section 55 of the Town and
     Country Planning Xxx 0000;

1.9  "ESTATE" means the Estate (of which the Building forms part) briefly
     described in the Particulars and each and every part thereof and all the
     appurtenances belonging thereto, including:-

     (a)  all landlord's fixtures, fittings, plant, machinery, apparatus and
          equipment now or hereafter in or upon the same;

     (b)  all additions, alterations and improvements thereto;

     and shall also include any additional and adjoining land and buildings in
     which, at any time during the Term, the Landlord shall have acquired a
     freehold or leasehold interest and which the Landlord intends shall form,
     part of the Estate,

1.10 "GROUP COMPANY" means a company that is a member of the same group as the
     Landlord or the Tenant (as the case may be) within the meaning of Section
     42 of the Landlord and Xxxxxx Xxx 0000;

1.11 "GUARANTOR" means the party (if any) named as 'Guarantor' in the
     Particulars and, in the case of an individual, includes his personal
     representatives,

1.12 "INSURED RISKS" means fire, xxxxx, xxxxxxx, flood, earthquake, lightning,
     explosion, impact, aircraft (other than hostile aircraft) and other aerial
     devices and articles dropped therefrom, riot, civil commotion and malicious
     damage, bursting or overflowing of water tanks, apparatus or pipes,
     terrorism and such other risks as the Landlord may, in its reasonable
     discretion from time to time, determine, subject to such exclusions,
     excesses and limitations as may be imposed by the insurers:

1.13 "LANDLORD" means the-party named as 'Landlord' in the Particulars, and
     includes the person for the time being entitled to the reversion
     immediately expectant on the determination of the Term;

1.14 "THIS LEASE" means this Lease and any document which is made supplemental
     hereto or which is entered into pursuant to or in accordance with the terms
     hereof,

1.15 "LETTABLE AREAS" means those parts of the Estate leased or intended to be
     leased to occupational tenants;

1.16 "PARTICULARS" means the descriptions and terms appearing on the preceding
     pages headed `Lease Particulars' which comprise pan of this Lease;

1.17 "PLAN" followed by a number means the relevant plan annexed to this Lease;

1.18 "PLANNING ACTS" means the Town and Country Planning Xxx 0000, the Planning
     (Listed Buildings and Conservation Arms) Art 1990, the Planning (Hazardous
     Substances) Xxx 0000, the Planning (Consequential Provisions) Xxx 0000 and
     the. Planning and




     Compensation Xxx 0000, arid includes any other applicable town and country
     planning legislation;

1.19 "RETAINED PARTS" means all parts of the Estate which do not comprise
     Lettable Areas, including, but not limited to:-

     (a)  the Common Parts;

     (b)  office or other accommodation which may from time to time be reserved
          on the Estate for staff

     (c)  any Xxx of the Estate reserved by the Landlord for the housing of
          plant, machinery and equipment or otherwise in connection with or
          required for the provision of services

     (d)  all Conduits in, upon, over or under, or exclusively serving the
          Estate except any that form part of the Lettable Areas;

     (e)  the main structure of the Building and, in particular but not by way
          of limitation, the roof, foundations, external walls, internal load
          bearing walls and the structural parts of the roof, ceilings and
          doors, all party structures, and all exterior Xxx of the Building;

     (f)  all party structures, boundary walls, railings, fences and all
          exterior parts of the Estate and all roads (until such time as the
          same shall become maintainable at public expense), pavements pavement
          lights and car parking areas (if any) within the Estate;

1.20 "SERVICE CHARGE" means the Estate Service Charge and the Building Service
     Charge considered as a whole;

1.21 "SURVEYOR" means any person appointed by the Landlord (including an
     employee of the Landlord or a Group Company and the person appointed by the
     Landlord to collect the rents and manage the Estate) to perform the
     function of a surveyor for any purpose of this Lease but does not include
     the Surveyor defined in the Third Schedule Provided that in respect of the
     function of a surveyor any such person shall be suitably qualified;

1.22 "TENANT" means the party named as 'Tenant' in the Particulars and includes
     the Tenant's successors in title and assigns and, in the case of an
     individual, his personal representatives;

1.23 "TERM" means the term of years stated in the Particulars but does not
     include the period of my holding over or any extension or continuation.,
     whether by statute or common law;

1.24 "UTILITIES" means water, soil, steam, air, electricity, radio, television,
     telegraphic, telephone, telecommunications and other services and supplies
     of whatsoever nature;



                         [2 PHOTOS OF OFFICE HALLWAYS]






2.   INTERPRETATION

     UNLESS there is something in the subject or context inconsistent
     therewith:-

2.1  where two or more persons are included in the expression "the Landlord"
     "the Tenant" and/or "the Guarantor", the covenants which are expressed to
     be made by the Landlord the Tenant and/or the Guarantor shall be deemed to
     be made by such persons jointly and severally;

2.2  words importing persons shall include firms, companies and corporations and
     vice versa,

2.3  any covenant by the Landlord or the Tenant not to do any act or thing shall
     include an obligation not to permit or suffer such act or thing to be done,

2.4  references to any right of the Landlord to have access to or entry upon the
     Demised Premises shall be construed as extending to all persons reasonably
     and properly authorized by the Landlord, including agents, professional
     advisers, contractors, workmen and others;

2.5  any reference to a statute (whether specifically named or not) shall
     include any amendment or re-enactment of such statute for the time being in
     force and all instruments, orders, notices regulations, directions,
     bye-laws, permissions and plans for the time being made, issued or given
     thereunder or deriving validity therefrom;

2.6  the titles or headings appearing in this Lease are for reference only and
     shall not affect its construction;

2.7  any reference to a clause or schedule shall mean a clause or schedule of
     this Lease

3.   DEMISE AND RENTS
     THE Landlord HEREBY DEMISES unto the Tenant the Demised Premises TOGETHER
     WITH the rights and easements specified in the First Schedule EXCEPT AND
     RESERVING the rights and easements specified in the Second Schedule SUBJECT
     TO all rights, easements, quasi-easements, privileges, covenants,
     restrictions and stipulations of whatsoever nature affecting the Demised
     Premises including the matters contained or referred to in the Deeds and
     documents listed in the Sixth Schedule TO HOLD the Demised Premises unto
     the Tenant from and including the Term Commencement Date for the Term
     YIELDING AND PAYING unto the Landlord during the Term:-

     (a)  yearly and proportionately for any fraction of a year. the Initial
          Rent to be paid (by Banker's standing order if the Landlord so
          requires) by equal quarterly payments in advance on the four usual
          quarter days in every year without any deduction, set-off or
          counterclaim whatsoever unless permitted by law, the first required
          payment being. a proportionate sum in respect of there the period from
          and including the Rent Commencement Date to the day before quarter day
          following the Rent Commencement Date to be made on the 20th day of
          February 1997;

     (b)  a due proportion (to be fairly and properly determined by the Landlord
          at the Surveyor) of all sum which the Landlord shall from time to time
          Pay for insuring the Building against the Insured Risks pursuant to
          Clause 6.1(a) and the other manors referred to in clause 6.1(c) and
          the whole of the sums which the Landlord shall from time to time Pay
          for insuring against less of rent and the



          Service Chute pursuant to clause 6.1(b), all such sums to be due on
          and with effect from the date hereof to be paid on receipt of a
          written demand;

     (c)  the Service Charge, to be paid on receipt of a written demand in
          accordance with clause 8

4.   TENANT'S COVENANTS
     THE Tenant HEREBY COVENANTS with the Landlord as follows;

4.1  RENTS

     To pay the rents reserved by this Lease ac the times and in the manner
     aforesaid

4.2  INTEREST ON ARREARS
     Without prejudice to any other right, remedy or power herein contained or
     otherwise available to the Landlord, if any of the rents reserved by this
     Lease (whether formally demanded or not) shall remain unpaid fourteen days
     after the date when payment was due or any other sum of money payable to
     the Landlord by the Tenant under this Lease shall remain unpaid for more
     than fourteen days after the date when payment was due, to pay interest
     thereon at the Prescribed Rate from and including the date on which payment
     was due to the date of payment to the Landlord (both before and after any
     judgment) Provided That if the Landlord shall decline to accept any such
     rent so as not to waive any existing breach or alleged breach of covenant,
     to pay interest thereon at the Prescribed Rate from and including the date
     on which payment of such rent was due to the date when payment is accepted
     by the Landlord and, in default of payment, the same shall be recoverable
     as rent in arrears

4.3  OUTGOINGS

     (a)  To pay and indemnify the Landlord against all existing and future
          rates, taxes, duties, charges, assessments, impositions and outgoings
          whatsoever (whether parliamentary, parochial, local or of any other
          description and whether or not of a capital or non-recurring nature or
          of a wholly novel character) which now are or may at any time during
          the Term be charged, levied, assessed or imposed upon or payable in
          respect of the Demised Premises or upon the owner or occupier of them
          (excluding any tax payable by the Landlord in respect of rents and
          other payments under this Lease (other than value added tax pay able
          by the Tenant) occasioned by any disposition of or dealing with the
          reversion of this Lease) and, in the absence of a direct assessment on
          the Demised Premises, to pay to the Landlord a fair proportion (to be
          reasonably determined by the Landlord) of any such outgoings;

     (b)  To pay all charges for electricity and gas (if any) consumed in the
          Demised Premises, including any connection and hiring charges and
          meter rents and to perform and observe all present and future
          regulations and requirements of the electricity, gas and water supply
          authorities or boards in respect of the supply and consumption of
          electricity, gas and water on the Demised Premises and to keep the
          Landlord indemnified against any breach thereof

4.4  REPAIRS

     To repair and keep in good and substantial repair and condition the Demised
     Premises (damage by the Insured Risks excepted save to the extent that
     payment of the insurance moneys shall be withheld by reason of any act,
     neglect or default of the. Tenant or any undertenant or any person under
     its or their control) and, as and when necessary, in order to repair to
     replace any of the landlord's fixtures and fittings which may be or become
     beyond repair with new ones which arc similar in type and quality PROVIDED
     THAT the



     Tenant shall not have to keep those items listed in a schedule of condition
     dated 19 December 1996 prepared by Weatherall Green & Xxxxx in any better
     repair or condition than that evidenced in this schedule, a copy of which
     is annexed to this Lease

4.5  DECORATIONS

     In the last three months of the Term (whether determined by effluxion of
     time or otherwise) in a good and workmanlike manner to prepare and decorate
     (with two coats at least of good quality paint) or otherwise treat, as
     appropriate, all parts of the Demised Promises required to be so treated
     and, as often as may be reasonably necessary, to wash down all tiles,
     glazed bricks and similar washable surfaces, such decorations and treatment
     to be executed in such colours and materials as the Landlord may reasonably
     require

4.6  CLEANING

     To keep the Demised Premises 'in a clean and tidy condition AND at least
     once in every month properly to clean both sides of all windows and window
     frames and all other glass in the Demised Premises

4.7  CARPETING

     To maintain ad, when necessary, to replace the carpets now or from time to
     time, laid in the Demised Promises with new carpets of equivalent quality
     and value

4.8  YIELD UP

     (a)  Immediately prior to the expiration or sooner determination of the
          Term, at the cost of the Tenant;

          (i)  to replace any of the landlord's fixtures and fittings which
               shall be missing, broken, damaged or destroyed. with new ones of
               similar kind and quality;

          (ii) to remove from the Demised Premises any moulding, sign, writing
               or painting of the name or business of the Tenant or occupiers
               and all tenant's fixtures, fittings, furniture and effects and
               make good, to the reasonable satisfaction of the Landlord, all
               damage caused by such removal;

          (iii) if so required by the Landlord, but not otherwise, to remove and
               make good all alterations or additions made to the Demised
               Premises during the Term and well and substantially to reinstate
               the Demised Premises in such manner as the Landlord shall
               reasonably direct and to its reasonable satisfaction;

     (b)  At the expiration or sooner determination of the Term, quietly to
          yield up the Demised Premises to the Landlord in good and substantial
          repair and condition in accordance with the covenants by the Tenant
          contained in this Lease

4.9  RIGHTS OF ENTRY BY LANDLORD

     Subject to the provisions of sub-clause 7.15 to permit the Landlord with
     all necessary materials and appliances to enter and remain upon the Demised
     Premises for any of the Mowing purposes:-




     (a)  to view and examine the state and condition of the Demised Premises
          and to take schedules or inventories of the landlord's fixtures;

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

     (c)  for the proper and necessary purpose connected with the interest of
          the Landlord in the Demised Premises or the Building, including , but
          not limited to, valuing or disposing of any interest of the Landlord

4.10 TO COMPLY WITH NOTICES

     Whenever the Landlord shall give written notice to the Tenant of any
     defects, wants of repair or breaches of covenant, the Tenant shall within
     sixty (60) days of such notice, or sooner if reasonably requisite, make
     good and remedy the breach of covenant to the reasonable satisfaction of
     the Landlord and if the Tenant shall fail within twenty-one (21) days of
     such notice, or as soon as reasonably possible in the case of emergency, to
     commence and then diligently and expeditiously to continue to comply with
     such notice, the Landlord may enter the Demised Premises and carry out or
     cause to be carried out all or any the works referred to in such notice and
     all reasonable costs and expenses thereby properly incurred shall be paid
     by the Tenant to the Landlord on written demand and, in default of payment,
     shall be recoverable as rent in arrear

4.11 DANGEROUS MATERIALS AND USE OF MACHINERY

     (a)  Not to bring into the Estate or keep in the Demised Premises any
          article or thing which is dangerous, offensive, combustible,
          inflammable, radio-active or explosive or which Might materially
          increase the risk of fire or explosion;


     (b)  Not to keep or operate in the Demised Premises any machinery which
          shall be unduly noisy or cause undue vibration or which will came a
          nuisance

4.12 OVERLOADING BOARS AND SERVICES


     (a)  Not to overload the floors of the Demised Premises or suspend any
          excessive eight from the roofs, ceilings, walls, stanchions or
          structure of the Building and not to overload the Utilities in or
          serving the Building;

     (b)  Not to do anything which may subject the Demised Premises or the
          Building to any strain beyond that which they are designed to bear
          with due margin for safety and to pay to the Landlord on demand all
          costs properly incurred by the Landlord in obtaining the opinion of a
          qualified structural engineer as to whether the structure of the
          Demised Premises or the Building is being or is about to be
          overloaded;

     (c)  To observe the weight limits prescribed for all lift in the Building

4.13 CONDUITS

     Not to discharge into any Conduits any oil or grease or any noxious or
     deleterious effluent or substance whatsoever which may cause an obstruction
     or might be or become a. source of danger, or which might injure the
     Conduits or the drainage system of the Estate or the Adjoining Property

4.14 DISPOSAL OF REFUSE



     Not to deposit in the Common Parts any xxxx empties, rubbish or refuse of
     any kind, other than in proper receptacles provided for the purpose, or as
     may be reasonably designated by the Landlord, and not to bum any rubbish or
     refuse on the Demised Promises

4.15 OBSTRUCTION OF COMMON AREAS AND COMMON PARTS

     Not to do anything whereby the Common Areas and the Common Parts or ocher
     areas over which the Tenant may have rights of access or use may be
     damaged, or the lawful use thereof by others may be obstructed in any
     manner whatsoever AND not to park any vehicles of any description upon any
     road or open area within the Estate other than in the car parking spaces
     from time to time designated for the Tenant's use

4.16 PROHIBITED USERS

     (a)  Not to use the Demised Premises or any part thereof for any public or
          political meeting, public exhibition or public entertainment show or
          spectacle of any kind, nor for any dangerous, noisy, noxious or
          offensive trade, business or occupation whatsoever, nor for any
          illegal or immoral purpose, nor for residential or sleeping purposes;

     (b)  Not to use the Demised Premises or any part thereof for gambling,
          betting, gaming or wagering, or as a betting office, or as a club, or
          for the sale of beer, wines and spirits, and not to play or use any
          musical instrument, record player, loud speaker or similar apparatus
          in such a manner as to be audible outside the Demised Premises, and
          not to hold any auction on the Demised Premises;

     (c)  Not to place outside the Demised Premises or in the Common Parts, nor
          to expose from the windows of the Demised Premises any articles, goods
          or things of any kind User

4.17 USER

     (a)  Not to use the Demised Premises or any part thereof except for the
          Permitted User (excluding offices for a turf accountancy, pools
          promoter, estate agency, travel agency, staff agency, employment
          agency, job centre or any government department and any other uses to
          which the Landlord may reasonably object on the grounds of good estate
          management);

     (b)  Not to leave the Demised Premises continuously unoccupied for more
          than thirty (30) days without notifying the Landlord and providing or
          paying for such caretaking or security arrangements as the Landlord
          shall reasonably require in order to protect the Demised Premises from
          vandalism, theft or unlawful occupation;

     (c)  To ensure that, at all times, the Landlord has written notice of the
          name, home address and home telephone number of at least two
          keyholders of the Demised Premises,

4.18 NUISANCE

     Not to do anything in or about The Demised Premises or the Building which
     may be or become a nuisance, or which may cause damage, or disturbance to
     the Landlord or the other tenants in the Building or the owners, tenants or
     occupiers of the Adjoining Property, or which may be injurious to the
     value, tone, amenity or character of the Building or the amenity thereof,




4.19 ALTERATIONS

     (a)  Not to alter, divide, cut, maim, injure or remove any of the principal
          or load-bearing walls, floors, beams or columns of or enclosing the
          Demised Premises, cat to make any other alterations or additions of a
          structural nature;

     (b)  Not to make any alterations or additions to the landlord's fixtures or
          to any of the conduits without the consent of the Landlord, such
          consent not to be unreasonably withheld or delayed;

     (c)  Not to make any alterations or additions of a non-structural nature to
          the Demised Premises without the consent of the Landlord, such consent
          may not to be unreasonably withheld or delayed except that the Tenant
          may install, alter and remove demountable partitioning in the Demised
          Premises without consent but the Tenant shall comply with all
          statutory requirements applicable to the works being carried out;

     (d)  The Landlord may, as a condition of giving any such consent, require
          the Tenant to enter into such covenants, as the Landlord shall
          reasonably require, regarding the execution of any such marks and the
          reinstatement of the Demised Premises at the end or sooner
          determination of the Term

4.20 SIGNS AND ADVERTISEMENTS

     Not to erect or display on the exterior of the Demised Premises or in the
     windows thereof so as to be visible from the exterior, any pole, gag,
     aerial, advertisement, poster, notice, or other sign or thing whatsoever,
     save that the Tenant may display on the entrance door to the Demised
     Premises a sign stating the Tenant's name and business or profession on
     obtaining the prior written consent of the Landlord to the size, style, and
     the position thereof and the materials to be used, such consent not to be
     unreasonably withheld or delayed

4.21 ALIENATION

         4.21.1   (a)      Not to assign, charge or underlet any part of
                           parts (as distinct from the whole) of the Demised
                           Premises save as provided for in the following
                           clauses;
                  (b)      For the purposes of Section 19(IA) of the Landlord
                           and Xxxxxx Xxx 0000 it is agreed that the Landlord
                           may withhold its consent to an assignment of the
                           whole of the premises if there are any material
                           outstanding breaches of the Tenant's obligations
                           under this Lease,
                  (c)      For the purposes of Section 19(IA) of the Landlord
                           and Xxxxxx Xxx 0000 it is further agreed that any
                           consent of the Landlord to an assignment of the whole
                           of the Premises may be subject to & condition that
                           the Tenant shall, prior to the proposed assignment
                           being completed, execute and deliver to the Landlord
                           a deed which shall be prepared by the Landlord's
                           solicitors containing covenants on the part of the
                           Tenant in the form of those contained in the Third
                           Schedule.
                  (d)      Without prejudice to the foregoing the Tenant shall
                           not assign the whole of the Premises without the
                           prior written consent of the Landlord such consent
                           not be unreasonably withheld or delayed. The parties
                           agree that in considering whether or not the Landlord
                           is reasonably withholding such consent due and proper
                           regard shall be had to the provisions and effect of
                           the Landlord and Tenant (Covenants) Xxx 0000.




         4.21.2   (a)      Not underlet the whole of the Premises other than
                           on condition that the underlease incorporates an
                           agreement, authorised beforehand by the Court,
                           excluding sections 24 to 28 of the Landlord and
                           Xxxxxx Xxx 0000 in relation to such underlease
                  (b)      Not to underlet the whole of the Demised Premises at
                           a fine or premium or at a rent less than the open
                           market rental value of the Demised Premises at the
                           time of such underlease;
                  (c)      Prior to any permitted underlease, to procure that
                           the undertenant enters into direct covenants with the
                           Landlord as follows:-

                           (i)      an unqualified covenant by the undertenant
                                    that the undertenant shall not assign charge
                                    or underlet the whole of any part at parts
                                    of the premises to be thereby Demised nor
                                    part with possession or share the occupation
                                    of the whole or any part of the premises to
                                    be hereby Demised nor permit any person to
                                    occupy the same;

                           (ii)     an unqualified covenant by the undertenant
                                    that the undertenant shall not underlet the
                                    whole or any part or puts of the premises to
                                    be thereby Demised nor (save by way of an
                                    assignment of the whole of the premises)
                                    part with possession Or share the occupation
                                    of the whole or any part of the premises to
                                    be thereby Demised or permit any person to
                                    occupy the same; a covenant by the
                                    undertenant that the undertenant shall not
                                    assign or charge the whole of the premises
                                    to be thereby demised without obtaining the
                                    prior written consent of the Landlord, such
                                    consent not to be unreasonably withheld or
                                    delayed;

                           (iii)    a covenant by the undertenant to perform and
                                    observe all the tenant's covenants and die
                                    other provisions contained in this Lease
                                    (other thin the payment Of the rents) so far
                                    as the same are applicable to the premises
                                    to be thereby Demised

                  (d)      Every permitted underlease shall contain:-

                           (i)      a covenant by the undertenant (which the
                                    Tenant hereby covenants to enforce)
                                    prohibiting the undertenant from doing or
                                    suffering any act or thing upon or in
                                    relation, to the premises underlet
                                    inconsistent with, or in breach of, the
                                    provisions of this Lease;

                           (ii)     a condition for re-entry on breach of any
                                    covenant by the undertenant;

                           (iii)    the same restrictions as to assignment,
                                    underletting, charging, parting with or
                                    sharing the possession or occupation of the
                                    premises underlet and the same provisions
                                    for direct covenants and registration as are
                                    in this Lease (mutatis mutandis);

                           (e)      To enforce the performance and observance by
                                    every such undertenant of the covenants,
                                    provisions and conditions of the underlease
                                    and not, at any time, either expressly or by
                                    implication, to waive any breach of the
                                    same;
                           (f)      Without prejudice to the foregoing
                                    provisions, not to assign, charge or
                                    underlet the whole of the Demised Premises
                                    without




                                    the prior written consent of the
                                    Landlord, such consent not to be
                                    unreasonably withheld or delayed;
                           (g)      Not to vary the terms of any permitted
                                    underlease without the prior written consent
                                    of the Landlord, such consent not to be
                                    unreasonably withheld or delayed;
                           (h)      The procure that the rent reserved by any
                                    permitted underlease shall not be commuted
                                    or payable more than one quarter in advance,
                                    and not cc permit the reduction of any rent
                                    reserved by any such underlease

4.22     REGISTRATION OF DISPOSITIONS
         Within twenty-one (21) days of every assignment, transfer, assent,
         underlease, assignment of underlease, mortgage, charge or any other
         disposition, whether mediate or immediate, of or relating to the
         Demised Premises to produce to and leave with the Landlord or its
         Solicitors a certified copy of the deed, instrument or other document
         evidencing or effecting such disposition and on each occasion to pay to
         the Landlord or its Solicitors a fee of Twenty-five Pounds
         (L25.00) or such larger sum as May be reasonable

4.23     DISCLOSURE OF INFORMATION
         Upon making any application or request in connection with the Demised
         Premises or this Lease to disclose to the Landlord such information as
         the Landlord may reasonably require and, whenever the Landlord shall
         reasonably request, to supply full particulars of all occupations and
         derivative interests in the Demised Premises, however remote or
         inferior

4.24     LANDLORD'S COSTS
         To pay on written demand and indemnify the Landlord against all
         reasonable costs, fees, charges, disbursements and expenses properly
         incurred by the Landlord, including, but not limited to, those payable
         to solicitors, counsel, architects, surveyors and bailiffs:

         (a)      in relation to or in contemplation of the preparation and
                  service of a notice under Section 146 of the Law of Property
                  Xxx 0000 and of any proceedings under Section 146 or 147 of
                  that Act (whether or not any right of re-entry or forfeiture
                  has been waived by the Landlord or a notice served under
                  Section 146 is complied with by the Tenant or the Tenant has
                  been relieved under the provisions of the Act and
                  nothwithstanding forfeiture is avoided otherwise than by
                  relief granted by the Court);

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

         (c)      in connection with the recovery or attempted recovery of
                  arrears of rent or other sums due from the Tenant, or in
                  procuring the remedying of the breach of any covenant by the
                  Tenant;

         (d)      in relation to any application for consent required or made
                  necessary by this Lease (such costs to include reasonable
                  management fees and expenses properly incurred) whether or not
                  the same is granted (except in ewes where the Landlord is
                  obliged not to unreasonably withhold its consent and the
                  withholding of its consent is held to be unreasonable). or
                  whether the application be withdrawn

4.25     STATUTORY REQUIREMENTS



         (a)      At the Tenant's own expense, m comply in all respects with the
                  provisions of the Offices, Shops and Railway Premises Xxx
                  0000, the Fire Precautions Xxx 0000, the Defective Premises
                  Xxx 0000 and the Health and Safety at Work etc. Xxx 0000 and
                  every other statute now in force or which may hereafter be in
                  force and any other obligations imposed by law relating to the
                  Demised Premises or the user thereof,


         (b)      To execute all works and provide and maintain all arrangements
                  upon of in respect of the Demised Premises or the user
                  thereof, which are directed or 'required (whether by the
                  landlord, tenant or occupier) by any statute now in force or
                  which may hereafter be in force or by any government
                  department. Local or other competent authority or duly
                  authorised officer or court of competent jurisdiction acting
                  under or in pursuance of any statute and to indemnify and keep
                  the Landlord indemnified against all costs, charges, fees and
                  expenses of or incidental to the execution of any works or the
                  provision or maintenance of any arrangements so directed or
                  required;

         (c)      Not to do or omit to be done in or near the Demised Premises,
                  any act or thing by reason of which the Landlord may, under
                  any statute, incur cc have imposed upon it or become liable to
                  pay any penalty, damages, compensation, costs, charges or
                  expenses

4.26     PLANNING ACTS

         (a)      To comply with the provisions and requirements of the Planning
                  Acts and of any planning permissions relating to or affecting
                  the Demised Premises and to indemnify and keep the Landlord
                  indemnified against all actions, proceedings, claim, demands,
                  losses, costs, expenses, damages and liability whatsoever in
                  respect of any non-compliance;

         (b)      Not to make any application for planning permission in respect
                  of the Demised Premises without the prior written consent of
                  the Landlord, such consent not to be unreasonably withheld or
                  delayed;

         (c)      At the expense of the Tenant, to obtain and, if appropriate,
                  to renew all planning permissions and any other consents and
                  to serve all necessary notices required for the carrying out
                  by the Tenant of any operations or the commencement or
                  continuance of any use on die Demised Premises which may
                  constitute Development;

         (d)      To pay and satisfy any charge or levy imposed under the
                  Planning Acts in respect of any development by the Tenant on
                  the Demised Premises,

         (e)      Not to implement any planning permission. before it has been
                  produced to and approved in writing by the Landlord, such
                  approval not to be unreasonably withheld or delayed;

         (f)      Unless the Landlord shall otherwise direct in writing, to
                  carry out and complete before the expiration or sooner
                  determination of the Term;-


                  (i)      any works required to be carried out to the Demised
                           Premises as a condition of any planning permission
                           granted during the Term and implemented by the Tenant
                           whether or not the date by which the



                           planning permission requires such works to be carried
                           out is within the Term; and

                  (ii)     any Development begun upon the Demised Premises in
                           respect of which the Landlord shall or may be or
                           become liable for any charge or levy under the
                           Planning Acts,

         (g)      To produce to the Landlord within, 21 days of receipt of a
                  written demand a plans, documents and other evidence as the
                  Landlord may reasonably require in order to satisfy itself
                  that the provisions of this clause have been complied with;

4.27     STATUTORY NOTICES

         Within fourteen. (14) days of receipt of the same (or sooner if
         requisite having regard to the requirements of the notice or order in
         question or the time limits stated therein) to produce to the Landlord
         a true copy and any further particulars reasonably required by the
         Landlord of any notice or order or proposal for the same given to the
         Tenant and relevant to the Demised Premises or the occupier thereof by
         any government department or local or public authority, and. without
         delay, to take all necessary steps to comply with the notice or order
         so far as the same is the responsibility of the Tenant, and, at the
         request of the Landlord but at the cost of the Tenant, to make or join
         with the Landlord in making such objection or representation against or
         in respect of any such notice, order or proposal as the Landlord shall
         deem expedient

4.28     FIRE PRECAUTIONS AND EQUIPMENT

         (a)      To comply with the requirements and recommendations of the
                  fire authority and the insurers of the Estate and the
                  reasonable requirements and recommendations of the Landlord in
                  relation to the precautions affecting the Demised Premises;

         (b)      To keep the Demised Premises supplied and equipped with such
                  fire fighting and extinguishing appliances as shall be
                  required by any statute, the fire authority or the insurers of
                  the Estate, of as shall be reasonably required by the Landlord
                  and such appliances shall be open to inspection and shall be
                  maintained to the reasonable satisfaction of the Landlord;

         (c)      Not to obstruct the access to or mews of working any fire
                  fighting and extinguishing appliances or the means of escape
                  from the Demised Premises or the Estate in case of fire or
                  other emergency

         4.29     DEFECTIVE PREMISES
                  Forthwith upon becoming aware of the same, to give written
                  notice to the Landlord of any defect in the Demised Premises
                  which might give rise to an obligation on the Landlord to do
                  or refrain from doing any act or thing so as to comply with
                  the duty of care imposed on the Landlord pursuant to the
                  Demised Premises Xxx 0000, and at the Landlord's cost to
                  display and maintain in the Demised Premises all notices which
                  the Landlord may, from time to time, reasonably require to be
                  displayed in relation thereto

         4.30     ENCROACHMENTS AND EASEMENTS
                  Not to stop up or obstruct any of the windows or lights
                  belonging to the Demised Premises and not to permit any new
                  window, light, opening, doorway, passage, Conduit or other
                  encroachment or easement to be made or acquired into, upon or
                  over the Demised Premises or any part thereof, and in case any
                  person shall attempt to make or acquire any encroachment or
                  easement whatsoever, to give written notice thereof to the
                  landlord immediately the same shall come to the




                  notice of the Tenant, and, at the request of the Landlord, to
                  adopt such means as may be reasonably required by Landlord for
                  preventing any such encroachment or the acquisition of any
                  such easement

         4.31     RELETTING NOTICES
                  To permit the Landlord at all reasonable times during the last
                  six (6) months of the Term to enter upon the Demised Premises
                  and affix and retain without interference upon any suitable
                  parts of the exterior of the Demised Premises (but not so as
                  materially to affect the access of light and air to the
                  Demised Premises) notices for reletting the same and not to
                  remove or obscure the said notices and to permit all persons
                  with the written authority of the Landlord to view the
                  Demised. Premises at all reasonable hours in the daytime, upon
                  prior appointment having been made

         4.32     INDEMNITY
                  To keep the Landlord duly indemnified from and against all
                  actions, proceedings, claims, demands, losses, costs,
                  expenses, damages and liability arising in any way directly or
                  indirectly out of any act, omission or negligence of the
                  Tenant or any persons in the Demised Premises expressly or
                  impliedly with the Tenant's authority or any breach of the
                  Tenant's covenants and the conditions and other provisions
                  contained in this Lease

4.33     LANDLORD'S REGULATIONS
         To comply with all reasonable regulations made by the Landlord from
         time to time and notified to the Tenant in writing for the general
         management and security of the Building, the Estate, the Common Areas,
         the Common Parts and other areas used or to be used in common with
         others

4.34     TAXATION

         Notwithstanding anything contained in this Lease, not to do on or in
         relation to the Demised Promises or any part thereof or in relation to
         any interest of the Tenant therein my act or thing (other than the
         payment of the rents reserved by this Lease) which shall render the
         Landlord liable for any additional tax, levy, charge or other fiscal
         imposition of whatsoever nature, and not to dispose of or deal with
         this Lease in such a way that the Landlord shall be or become liable
         for any such tax, levy, charge or fiscal imposition

4.25     VALUE ADDED TAX

         Where by virtue of any of the provisions of this Lease the Tenant is
         required to pay, repay or reimburse to the Landlord or any person or
         persons any rents, premium, cost, fee, charge, insurance premium,
         expense or other sum or amount whatsoever in respect of the supply of
         any goods and/or services by the Landlord or any other person or
         persons the Tenant shall also be required in addition to pay or (as the
         case may be) keep the Landlord indemnified against:-


         (a)      The amount of any Value Added Tax which may be chargeable in
                  respect of such supply to the Tenant


         (b)      The amount of Value Added Tax chargeable on say other person
                  (or chargeable on the Landlord in the; case of supplies which
                  the Landlord is deemed to make to itself) in respect to of
                  supplies the cost of which is included in the calculation of
                  the sums which the Tenant is required to pay, repay or
                  reimburse to the



                  Landlord, save to the extent that such Value Added Tax is
                  recoverable by the Landlord by virtue of the supply by the
                  Landlord of any goods and/or services in respect of this Lease
                  being subject to Value Added

            and, in default of payment, the same shall be recoverable as rent in
            arrear

4.36     COVENANTS AFFECTING REVERSION
         To perform and observe the agreements, covenants, restrictions and
         stipulations referred to in the Deeds and documents listed in the Sixth
         Schedule, so far as any of the same are still. subsisting and capable
         of taking effect and relate to the Demised Premises, and to keep the
         Landlord indemnified against all actions, claims, demands, costs,
         expenses, damages and liability in any way relating thereto


5.       LANDLORD'S COVENANTS
         THE Landlord HEREBY COVENANT with the Tenant as follows:-

5.1      QUIET ENJOYMENT
         That the Tenant paying the rents reserved by this Lease and performing
         and observing the covenants an the part of the Tenant herein contained
         shall and may peaceably hold and enjoy the Demised Premises during the
         Term without any interruption by the Landlord or any person lawfully
         claiming through, under, or in trust for it or any person claiming by
         title paramount.

5.2      PROVISION OF SERVICES
         Subject to the Tenant paying the Service Charge, to provide the
         following services in accordance with the principles of good estate
         management:-

         (a)      REPAIRS
                  So far as may be necessary for the reasonable use and
                  enjoyment by the Tenant of the Demised Premises and the
                  Building, to keep the Retained Parts in good repair and
                  condition,

         (b)      COMMON AREAS

                  (i)      To keep clean and maintained in a proper manner, the
                           Common Parts including the windows thereof and to
                           keep the same adequately lighted, where appropriate,
                           during the Business Hours;

                  (ii)     To repair and maintain and keep clean the Common
                           Areas and to keep the same adequately lighted, where
                           appropriate during Business Hours;

         (c)      COMMON PARTS
                  To provide and maintain at the Landlord's reasonable
                  discretion, such plants, shrubs, trees or garden or grassed
                  areas in the Common Areas as may be appropriate and, to keep
                  the same planted, free from weeds and the grass cut;

         (d)      LIFTS
                  During the Business Hours, to provide a lift service by the
                  operation of the lifts now installed,


         (e)      HOT AND COLD WATER
                  During the Business Hours, to provide an adequate supply of
                  hot and cold water to any existing wash basins in the Demised
                  Premises;



         (f)      HEATING
                  During the Business Hours, to provide heating to the Demised
                  Premises and the Common Parts to such temperatures as the
                  Landlord may, from time to time, reasonably consider adequate
                  and for such periods of the year as the Landlord shall,
                  reasonably deem desirable;

         (g)      AIR CONDITIONING
                  During the Business  Hours.  to provide air  conditioning  to
                  the Demised  Premises to such a standard as the air
                  conditioning system was designed to achieve;

         (h)      STAFF
                  To employ such staff as the Landlord may, in its reasonable
                  discretion, deem necessary to enable it to provide all or any
                  of the services on the Estate and for the general management
                  and security of the Estate in accordance with the principles
                  of good estate management;

         (i)      NAME BOARDS
                  To provide and install name boards of such size and design as
                  the Landlord may, in its reasonable discretion, determine in
                  the main entrance to the Building and at the entrance to the
                  Estate; and at such other locations as the Landlord may
                  reasonably consider desirable;

         (j)      OPEN ARMS
                  To repair and maintain those parts of the Estate which are not
                  Lettable Areas and to keep the same adequately lit at such
                  times as the Landlord shall determine, and clear of all
                  rubbish and free from weeds and to provide and maintain, at
                  the Landlord's discretion, such plants, shrubs, trees or
                  garden or grassed areas as may be appropriate and to keep the
                  same planted, free from weeds and the grass cut

5.3      PERSONS EXERCISING RIGHTS
         (a)      Without prejudice to the generality of sub-clause 5.3(b) the
                  Landlord shall procure that in the instances where the
                  Surveyor or any other person or persons shall exercise rights
                  on its behalf pursuant to the provisions of this Lease and is
                  or are obliged to act reasonably or properly under the terms
                  of this Lease such Surveyor, person or persons shall act
                  reasonably or properly

         (b)      The Landlord shall procure that the Surveyor or any other
                  person or persons who shall exercise rights on its behalf
                  shall comply wide every condition which applies to him or them

6.       INSURANCE

6.1      LANDLORD TO INSURE
         THE Landlord shall' insure and keep insured with some publicly quoted
         insurance company of good repute in the United Kingdom or with Lloyds'
         Underwriters and through such agency as the Landlord may from time to
         time reasonably determine

         (a)      the Building (including plate glass (if any)) subject to such
                  exclusions, excesses and limitations as may be imposed by the
                  insurers in the full reimbursement cost of the Building
                  against loss or damage by the Insured Risks, including
                  architects, surveyors, and other professional fees (and value
                  added tax thereon) and expenses incidental thereto, the cost
                  of shoring up, demolition and site clearance and similar
                  expenses;



         (b)      the loss of rent and the Service Charge from time to time
                  payable, or reasonably estimated to be payable under this
                  Lease, taking account of any review of the rent which may
                  become due under this Lease, for three (3) years;

         (c)      explosion of any engineering and electrical plant and
                  machinery to the extent that the same is not covered by
                  paragraph (a) of this clause;

         (d)      property owner's liability and such other insurances as the
                  Landlord may, from time to time, reasonably deem necessary to
                  effect

6.2      LANDLORD'S FIXTURES
         The Tenant shall notify the Landlord in writing of the full
         reinstatement cost of any fixtures and fittings installed at any time
         by the Tenant and which may become landlord's fixtures and fittings for
         the purpose of enabling the Landlord to effect adequate insurance cover
         for the same

6.3      LANDLORD TO PRODUCE EVIDENCE OF INSURANCE
         At the request of the Tenant, the Landlord shall produce to the Tenant
         reasonable written evidence from the insurers of the terms of the
         insurance policy and the fact that the policy is subsisting and in
         effect and that all premiums have been paid up to date

6.4      NOTING ON INSURANCE POLICY
         The Landlord shall forthwith:-

         (a)      Procure that the interests of the Tenant, any permitted
                  undertenant and their respective  mortgages are noted on
                  the insurance policy

         (b)      Where noting is impracticable procure that notice of the
                  interest of the Tenant, any permitted undertenant and their
                  respective mortgagees is given to the insurers

6.5      DESTRUCTION OF THE BUILDING
         If the or any part thereof is destroyed or damaged or rendered
         inaccessible by any of the Insured Risks so as to render the Demised
         Promises unfit for use or occupation or inaccessible then:-

         (a)      unless payment of the insurance moneys shall be refused in
                  whole or in part by reason of any act or default of the Tenant
                  or any undertenant or any person under its or their control
                  and the Tenant has not reimbursed the amount of the insurance
                  moneys refused in accordance with sub-clause 6.8; and

         (b)      subject to the Landlord being able to obtain any necessary
                  planning permission and all other necessary licenses,
                  approvals and consents in respect of which the Landlord shall
                  use all reasonable endeavours to obtain but shall not be
                  obliged to institute any appeals; and

         (c)      subject to the necessary labour and materials being and
                  remaining available in respect of which the Landlord shall use
                  all reasonable endeavours to obtain as soon as practicable the
                  Landlord shall (subject to clause 6.5) lay out the net
                  proceeds of such insurance, other than any in respect of loss
                  of rent, in the rebuilding and reinstatement of the premises
                  so destroyed or damaged substantially as the same were prior
                  to any such destruction or damage (but not so as to provide
                  accommodation identical in layout if it would not be
                  reasonably practical to do so) and shall make up any shortfall
                  out of its own monies


6.6      OPTION TO DETERMINE



         If, during the last three (3) years of the Term, the Demised Premises,
         the Building, or the Estate shall be so destroyed or damaged by any of
         the Insured Risks as to render the Demised Premises, the Building or
         the Estate completely unfit for use or occupation or inaccessible
         either party may determine this Lease by giving to the other not less
         than six (6) months' written notice to be given at any time within
         twelve (12) months after such destruction or damage and such
         determination shall be without prejudice cc any claim by either party
         against the other in respect of any antecedent breach of covenant
         Provided that if this Lease shall be determined then the Landlord shall
         not be required to lay cut the net proceeds of such insurance and shall
         be solely entitled to all the insurance moneys


6.7      WHERE REINSTATEMENT IS PREVENTED
         If, for any reason whatsoever, the Landlord is prevented from
         rebuilding or reinstating the Demised Premises, the Building or the
         Estate, the Landlord shall be relieved from such obligation and shall
         be solely entitled to all the insurance moneys and if such rebuilding
         and reinstatement shall not be completed three (3) years after the date
         of the destruction or damage and this Lease has act been terminated by
         frustration, either party may at any time after the expiry of such
         three (3) years by written notice given to the other determine this
         demise but without prejudice to any claim by either party against the
         other in respect of any antecedent breach of covenant

6.8      PAYMENT OF INSURANCE MONEYS REFUSED
         If the payment of any insurance moneys is refused as a result of some
         act or default of the Tenant or any undertenant or any person under its
         or their control, the Tenant shall pay the Landlord, on receipt of a
         written demand, the amount so refused with interest thereon at the
         Prescribed Rate

6.9      CESSER OF RENT
         In case the Demised Premises, the Building or the Estate or any part
         thereof shall be destroyed or damaged by any of the Insured Risks so as
         to render the Demised Premises unfit for use or occupation or
         inaccessible and to the extent that the insurance has not been vitiated
         or payment of the policy moneys refused as a result of some act or
         default of the Tenant or any undertenant or any person under its or
         their control, them the rent first reserved by this Lease and the
         Service Charge or a fair proportion thereof, according to the nature
         and extent of the damage sustained, shall be suspended, until the
         Demised Premises or the part destroyed or damaged shall be again
         rendered fit for use and occupation and accessible or until the
         expiration of three (3) years from the date of the destruction or
         damage (whichever is the earlier) and any dispute regarding the cesser
         of rent shall be referred to a single arbitrator to be appointed, in
         default of agreement, upon the application of either party. by or on
         behalf of the President for the time being of the Royal Institution of
         Chartered Surveyors in accordance with the provisions of the
         Arbitration Acts 1950 to 1979

6.10     BENEFIT OF OTHER INSURANCES
         If the Tenant shall become entitled to the benefit of any insurance an
         the Demised premises which is not affected or maintained in pursuance
         of the obligations herein contained, then the Tenant shall apply all
         moneys received from such insurance (in so far as the same shall
         extend) in making good the loss or damage in respect of which the same
         shall have been received

6.11     INSURANCE BECOMING VOID
         The Tenant shall not do or omit to do anything that could cause any
         policy of insurance in respect of or covering the Demised. Premises,
         the Building, the Estate or any Adjoining Property owned by the
         Landlord to become void or voidable wholly or in part nor (unless



         the Tenant has previously notified the Landlord and agreed to pay the
         increased premium) anything whereby any abnormal or loaded premium may
         become payable and the Tenant shall, on receipt of a written demand,
         pay to the Landlord all reasonable expenses properly incurred by the
         Landlord in renewing any such policy

6.12     REQUIREMENTS OF INSURERS
         The Tenant shall, at all times, comply with all the requirements of the
         insurers so far as such requirements are known by the Tenant

6.13     NOTICE BY TENANT
         The Tenant shall give notice to the Landlord as soon as reasonably
         practicable upon the happening of any event; or thing which might
         affect any insurance policy relating to the Demised Premises or the
         Building

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

7.1      FORFEITURE
         Without prejudice to any other right, remedy or power herein contained
         or otherwise available to the Landlord:-


         (a)      if the rents reserved by this Lease or any part thereof shall
                  be unpaid the twenty-one (21) days after becoming payable
                  (whether formally demanded or not); or

         (b)      if any of the covenants by the Tenant contained in this Lease
                  shall not be performed and observed; or

         (c)      if the Tenant and/or the Guarantor (if any) (being a body
                  corporate) has a winding-up petition or petition for
                  an administration order presented against it provided that
                  such petitions shall not be vexatious or frivolous
                  or passes a winding-up resolution (other than in connection
                  with a  members' voluntary winding up for the purposes of an
                  amalgamation or reconstruction) or calls a meeting of its
                  creditors for the purposes of considering a resolution that it
                  be wound up voluntarily  or resolves to present its own
                  winding-up petition or is wound-up (whether in England or
                  elsewhere) or the directors or shareholders of the Tenant or
                  the Guarantor resolve to present a petition for an
                  administration order in respect of the Tenant or the Guarantor
                  (as the case may be) or an Administrative Receiver or a
                  Receiver or a Receiver and Manager is appointed in respect of
                  the property or any part thereof of the Tenant or the
                  Guarantor; or

         (d)      if the Tenant and/or the Guarantor (if any) (being a body
                  corporate) calls or a nominee calls on its behalf a meeting of
                  its creditors or any of them or makes an application to the
                  Court under Section 425 of the Companies Xxx 0000 or submits
                  to its creditors or any of them a proposal pursuant to Part I
                  of the Insolvency Act 1986 or enters into any arrangement,
                  scheme, compromise, moratorium or composition with its
                  creditors or any of them (whether pursuant to Part I of the
                  Insolvency Xxx 0000 or otherwise) or suffers any distress or
                  execution to be levied on the Demised Premises; or

         (e)      if the Tenant and/or the Guarantor (if any) (being an
                  individual, or if more than one individual, then any one of
                  them) makes an application to the Court for an interim order
                  under Pan VIII of the Insolvency ACE 1986 or convenes a
                  meeting of his creditors or any of them or enters into any
                  arrangement, scheme,



                  compromise, moratorium or composition with his creditors or
                  any of them (whether pursuant to Part VIII of the Insolvency
                  Xxx 0000 or otherwise) or has a bankruptcy petition presented
                  against him (provided that such petition shall not be
                  vexatious or frivolous) or is adjudged bankrupt (whether in
                  England or elsewhere) or suffers any distress or execution to
                  be levied on the Demised. Premises

         THEN, and in any such case, the Landlord may at any time thereafter
         re-enter the Demised Premises or any part thereof in the name of the
         whole and thereupon the Term shall absolutely cease and determine but
         without prejudice to any rights or remedies which may then have accrued
         to the Landlord against the Tenant in respect of any an antecedent
         breach of any of the covenants contained in this Lease

7.2      NO IMPLIED EASEMENTS
         Nothing herein contained shall impliedly confer upon or grant to the
         Tenant any easement, right or privilege other than those expressly
         granted by this Lease

7.3      EXCLUSION OF WARRANTY AS TO USER

         (a)      Nothing contained in this Lease or in any consent granted by
                  the Landlord under this Lease shall imply or warrant that the
                  Demised Premises may be used under the Planning Acts for the
                  purpose herein authorised or any purpose subsequently
                  authorised and the Tenant hereby acknowledges and admits that
                  the Landlord has not given or made at any time any
                  representation or warranty that any such use is or will be or
                  will remain a permitted use under the Planing Acts;

         (b)      Notwithstanding that any such use might not be a permitted use
                  under the Planning Acts, the Tenant shall remain my bound and
                  liable to the Landlord in respect of the obligations
                  undertaken by the Tenant in this Lease without being entitled
                  to any compensation, recompense or relief of any kind
                  whatsoever

7.4      REPRESENTATIONS
         The Tenant acknowledges that this Xxxx has not been entered into in
         reliance wholly or partly on any statement or representation made by or
         on behalf of the Landlord. Except such statement or representation that
         is expressly set out in this Lease or any written reply to preliminary
         inquiries or in any correspondence from the Landlord's solicitors to
         the Tenant's solicitors

7.5      USE OF PREMISES OUTSIDE BUSINESS HOURS
         If the Tenant shall desire, from time to time, to use the Demised
         Promises outside the Business Hours, then the Tenant shall be entitled
         to use and occupy the Demised Premises and have access thereto on the
         following terms and conditions:-

         (a)      the Tenant and shall comply with any reasonable requirements
                  as to the use and occupation of the Demised Premises and the
                  means of access thereto,

         (b)      the Tenant shall pay to the Landlord, on demand, the whole of
                  the reasonable costs and expenses properly attributable to the
                  provision of any necessary staff, services and security;

         (c)      the Landlord shall not 'be obliged to provide any service to
                  the Demised Premises or the Estate if the Landlord shall, at
                  any time in its reasonable discretion, consider it impractical
                  m do so

7.6      FAILURE BY LANDLORD TO PROVIDE SERVICES



         The Landlord shall not be liable to the Tenant in respect of any
         failure by the Landlord to perform any of the services referred to in
         this Lease, whether express or implied, unless and until the Tenant has
         notified the Landlord of such failure and the Landlord has failed
         within a reasonable time to remedy the same

7.7      EXCLUSION OR LANDLORD'S LIABILITY
         The Landlord shall nor, in any circumstances, incur any liability for
         any failure or interruption in any of the services provided by the
         Landlord or for any inconvenience or injury to person or property
         arising from such failure or interruption due to mechanical breakdown,
         failure or malfunction, overhauling, maintenance, repair or
         replacement, strikes, labour disputes or shortages or any cause or
         circumstance beyond the control of the Landlord but the Landlord shall
         use its reasonable endeavours to cause the service in question to be
         reinstated with the minimum of delay

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

7.9      EFFECT OF WAIVER
         Each of the Tenant's covenants shall remain in full force both at law
         and in equity notwithstanding that the Landlord shall have waived or
         released temporarily any such covenant, or waived or released
         temporarily or permanently. revocably or irrevocably a similar covenant
         or similar covenants affecting other property belonging to the Landlord

7.10     EXCLUSION OF STATUTORY COMPENSATION
         Except where any statutory provision prohibits or modifies the right of
         the Tenant to compensation being reduced or excluded by agreement,
         neither the Tenant nor any undertenant (whether immediate or not) shall
         be entitled, on quitting the Demised Premises or any put thereof, to
         claim any compensation from the Landlord under the Landlord and Xxxxxx
         Xxx 0000

7.11     EXCLUSION XX XXXXXXXX XXX XXXXXX XXX 0000
         Having been authorised to do so by Order of the Mayors & City of
         London, County Court made on 28 January 1997 under the provisions of
         Section 38(4) of the Landlord and Xxxxxx Xxx 0000 (as amended by
         Section 5 of the Law of Property Act 1969), the Landlord and Tenant
         agree that the provisions of Section 24 to 28 of that Act shall be
         excluded in relation to the tenancy created by this Lease

7.12     NOTICES

         (a)      Any demand or notice required m be made, given to, at saved on
                  the Tenant or the Guarantor (if any) under this Lease shall be
                  duly and validly made, given or served if addressed to the
                  Tenant or the Guarantor respectively (and, if there shall be
                  more than one of them, then any one of them) and delivered
                  personally, or sew by pre-paid registered or recorded delivery
                  mail, or sent by telex or telegraphic facsimile transmission
                  addressed (in the case of a company) to its registered office,
                  or (whether a company or individual) its last known address,
                  or (in the case of a notice to the Tenant) the Demised
                  Premises;

         (b)      Any notice required to be given to or served an the Landlord
                  shall be duly and validly given or served if sent by pre-paid
                  registered or recorded delivery mail, or sent by te1ex or
                  telegraphic facsimile transmission addressed to the Landlord
                  at its registered office



7.13     DISPUTES WITH ADJOINING OCCUPIERS
         Any dispute arising between the Tenant and the other tenants or
         occupiers of the Estate as to any easement, quasi-easement, right,
         privilege or Conduit in connection with the Demised Premises or the
         Estate shall be fairly and reasonably determined by the Landlord unless
         the Landlord shall be a party to the dispute

7.14     TENANT'S OPTION TO DETERMINE

         (a)      The Tenant shall be entitled to determine this Lease on 29
                  December 1999 by giving to the Landlord not less than six (6)
                  months' written notice and on the expiration of such notice
                  this Lease shall cease and determine but without prejudice to
                  any claim which either party may have against the other in
                  respect of any antecedent breach of any of the covenants in
                  this Lease

         (b)      The Tenant's right to determine the Lease as set out in
                  sub-clause (a) above is subject to the Tenant paying to the
                  Landlord El 8,648 on the service of the notice mentioned above

7.15     CONDITIONS AND RIGHTS OF ENTRY
         Notwithstanding any other provision of this Lease any entry into or
         upon the Demised. Premises by the Landlord any person or persons acting
         on their behalf shall only be effected subject to the following terms
         and conditions;

         (a)      Such entry shall only be effected where the works or other
                  matters or things to be done may not reasonably be done
                  without such entry

         (b)      The Landlord shall use reasonable endeavours to procure that
                  any such entry shall be effected at reasonable times in a
                  reasonable manner causing a little damage to the Demised
                  Premises or disturbance or inconvenience to the Tenant any
                  permitted undertenant or any other lawful occupier for its or
                  their businesses as possible

         (c)      Reasonable prior written notice shall be given save in cases
                  of emergency where as much notice as possible shall be given

         (d)      The Landlord shall make good without delay any damage caused
                  to the Demised Promises and any fixtures, fittings and
                  materials therein of the Tenant, any permitted undertenant: or
                  any other lawful occupier as a result of such entry

8.       SERVICE CHARGE

8.1      FOR the purpose of this Lease, the following expressions shall have the
         following meanings:

         (a)      "ESTATE SERVICE CHARGE" means the service charge percentage
                  calculated as follows:

                  A due proportion of those items of Expenditure attributable to
                  the Estate and set out in PART `B' of the FIFTH SCHEDULE to be
                  reasonably and properly determined by the Landlord or the
                  Surveyor and to be calculated according to the ratio which the
                  Gross Internal Area of the Demised Premises bears to the Gross
                  Internal Area of the Lettable Areas of the Estate (subject to
                  Clause 8.8);

         (b)      "BUILDING SERVICE CHARGE" means the service charge percentages
                  calculated as follows:-



                  A due proportion of those items of Expenditure attribute to
                  the Building and set out in Part "A" of the Fifth Schedule to
                  be reasonably and properly determined by the Landlord of the
                  Surveyor and to be calculated according to the ratio which the
                  Gross Internal Area of the Demised Premises bears to the
                  aggregate of the Gross Internal Area of the Lettable Areas of
                  the Building (subject to Clause 8.8):

         (c)      "EXPENDITURE" means:-

                  (i)      the aggregate of all reasonable costs, fees,
                           expenses, and outgoings whatsoever incurred by. the
                           Landlord in complying with its obligations in clause
                           5.2 and in respect of the items set out in Parts "A"
                           and "B" of the Fifth Schedule (whether or not the
                           Landlord is obliged by this Lease to incur the same)
                           in accordance with the principles of good estate
                           management;

                  (ii)     such sums as the Landlord shall, in its reasonable
                           discretion, consider desirable to set aside from time
                           to time for the purpose of providing the periodically
                           recurring Items of expenditure, whether recurring at
                           regular or irregular intervals;

                  (iii)    Such provision for anticipated expenditure in respect
                           of any of the services to be provided by the Landlord
                           or any of the items referred to in Parts "A" and "B"
                           of the Fifth Schedule as the Landlord shall, in its
                           reasonable discretion, consider fair and reasonable
                           in the circumstances;

         (d)      "Financial Year" means the period from the 25th day of
                  December in every year to the 24th day of December of the
                  following year or such other period as the Landlord may, in
                  its absolute discretion, from time to time reasonably
                  determine;

         (e)      "Estimated Expenditure" means for any Financial Year during
                  the Term, such sum as the Landlord shall (acting reasonably),
                  from time to time, specify as being, in its reasonable
                  discretion, a fair and reasonable. estimate of the Expenditure
                  for the current Financial Year based upon a budge; prepared by
                  the Landlord and submitted to the Tenant Provided That the
                  Landlord may from time to time during any Financial Year, as
                  appropriate, submit to the Tenant revised budgets with respect
                  to its estimate of the Expenditure for that Financial Year
                  whereupon appropriate adjustments shall be made to such sum to
                  reflect the revised budget(s); "Accountant"

         (f)      "Accountant" means any person appointed by the Landlord
                  (including an employee of the Landlord or a Group Company) to
                  perform the function of an accountant in relation to the
                  Expenditure;

         (g)      "Service Charge Cap" means the service charge percentage
                  calculated as follows:

                  (i)      in respect of the Financial Year expiring on 24
                           December 1991 the lower of.

                           (a)      the sum of L12,820.50 per annum; or

                           (b)      the relevant proportion of the Expenditure
                                    attributable to the Tenant



                  (ii)     as from the first day of each subsequent: Financial
                           Year until the Financial Year ending 24 December 1999
                           (each such date being hereinafter called a "Variation
                           Date") there shall be substituted for the sum
                           referred to in (i) above a sum which bears the same
                           proportion to the sum L12,820.50 as the Retail
                           Prim Index published in the month immediately
                           preceding such Variation Date bears to (being the
                           Retail Prices Index published in the month
                           immediately 154.4 preceding the commencement of the
                           Term hereby granted)

8.2      The Landlord shall, as soon as reasonably practicable after the and of
         each Financial Year, prepare an account showing the Expenditure for
         that Financial Year and containing a fair summary of the various items
         comprising the Expenditure and, upon such account being certified by
         the Accountant (a copy of which shall be supplied to the Tenant), the
         same shall be conclusive evidence, for the purposes of this Lease, of
         all arrears of fact referred to in the account

8.3      The Tenant shall on request be entitled to inspect the receipts
         vouchers and other relevant documents in relation to the Expenditure
         and to take copies of such receipts, vouchers and other relevant
         documents

8.4      The Tenant shall pay to the Landlord on account of the Service Charge
         for the period commencing on the Service Charge Commencement Date down
         to the end of the following Financial Year and thereafter during each
         subsequent Financial Year during the Term the respective Service Charge
         percentages of the Estimated Expenditure ("the Advance Payment") to be
         made by equal quarterly payments in advance (subject to adjustment if
         the Estimated Expenditure is revised as contemplated by the definition
         thereof) Provided That the first Advance Payment, being a proportionate
         sum of the Provisional Quarterly Service Charge Payment from and
         including the Service Charge Commencement Date to the day before the
         quarter day following the Service Charge Commencement Date, shall be
         made on the execution hereof

8.5      If the Service Charge for any Financial Year shall:-

         (a)      exceed the Advance Payment for that Financial Year, the excess
                  shall be paid by the Tenant to the Landlord on receipt of a
                  written demand; or be less than the Advance Payment for that
                  Financial Year, the overpayment shall be credited to the
                  Tenant against the next quarterly payment of the Service
                  Charge

8.6.1    The Service Charge shall not exceed the Service Charge Cap attributable
         to the relevant Financial Year up to and including the Financial Year
         ending 24 December 1999 PROVIDED THAT if the avoidance of doubt there
         shall be no service charge cap beyond this date.

8.6.2.   If the Retail Prices Index shall cease to be published or its base
         shall be changed or if for any reason it is impossible or impracticable
         to implement the provisions for calculating the Service Charge Cap
         there shall be substituted such other provisions for calculating the
         Service Charge Cap (being as equivalent as may be to the provisions
         hereof) as shall be agreed or in default of agreement shall be
         determined by an arbitrator to be appointed by the President far the
         time being of the Royal Institution of Chartered Surveyors

8.6.3    In no circumstances shall the Service Charge Cap applying to any
         Financial Year be less than the Service Charge Cap applying to the
         immediately preceding Financial Year and accordingly if a decrease in
         the Retail Prices Index would (but for this paragraph) have resulted in
         the revised Service Charge Cap being less than the Service Charge Cap
         applying to the immediately preceding Financial Year then the Service
         Charge Cap



         applying to the relevant Financial Year shall be the Service Charge Cap
         applying to the immediately preceding Financial Year

8.7      Any omission by the Landlord to include in any Financial Year a sum
         expended or a liability incurred in that Financial Year shall not
         preclude the Landlord from including such sum or the amount of such
         liability in any subsequent Financial Year, as the Landlord shall
         reasonably determine

8.8      In performing its obligations contained in clause 5.2, the Landlord
         shall (acting reasonably be entitled, at its discretion. to employ
         suitably qualified agents, contractors and such other persons as it may
         think fit and to delegate its duties and powers to them and their fees
         and expenses including VAT shall form part of the Expenditure

8.9      If, at any time during the Term, the Net Internal Area of the Lettable
         Areas shall change or other circumstances shall arise making the
         calculation of the Service Charge percentages on the basis specified in
         the Particulars (whether or not relating to individual items of
         Expenditure) unreasonable or inequitable, the Landlord shall be
         entitled to after either or both of the Service Charge percentages to
         such other percentage which is fair and reasonable in all the
         circumstances

8.10     The Landlord (acting reasonably) may, at its discretion, Withhold, add
         to, extend, vary or make any alterations to any of the services from
         time to time if; the Landlord shall reasonably deem it desirable to do
         so in accordance with the principles of good estate management for the
         more efficient management, security and operation of the Building or
         the Estate, or for the comfort of the tenants in the Building or on
         the, Estate

8.11     The provisions of this clause shall continue to apply notwithstanding
         the expiration or sooner determination of the Term, but only in respect
         of the period down to such expiration: or sooner determination, the
         Service Charge for that Financial Year being apportioned for the said
         period on a daily basis

9.       AGREEMENT FOR LEASE

         THE parties herein certify that there is no agreement for lease to
         which this Lease gives effect

         I N W I T N E S S whereof this deed has been executed by the parties
         hereto and is intended to be and is hereby delivered on the date first
         above written




                                 FIRST SCHEDULE

                          RIGHTS AND EASEMENTS GRANTED

1.       The right for the Tenant and all persons expressly or by implication
         authorised by the Tenant (in common with the Landlord and all persons
         having a like right) but subject to any existing or future regulations
         reasonably made by the Landlord and notified in writing to the Tenant:-

         (a)      to use the Common Areas and the Common Parts for all proper
                  purposes in connection with the use and enjoyment of the
                  Demised Premises;

         (b)      to use the passenger lifts in the Building for the purpose
                  only of obtaining access to and egress from the Demised
                  Premises

2.       The free passage and running of the Utilities (subject to temporary
         Interruption for repair, alteration or replacement) to and from the
         Demised Premises through the Conduits which are now laid or (within a
         period of 80 years from the daze hereof) shall be laid in, under, or
         through other parts of the Building, so far as any of the same are
         necessary for the reasonable use and enjoyment of the Demised Premises;

3.       The right of support shelter and protection for the benefit of the
         Demised Premises as is now enjoyed from all other parts of the
         Building;

4.       The right for the Tenant and the occupiers and other bona fide users of
         the Demised Premises to use 21 car parking spaces in the car park
         coloured yellow on Plan 2 for the parking of private motor cars and for
         no other purpose together with all necessary rights to access and
         egress to and from Xxxxxxxx Xxxx over such route as the Landlord may,
         from time to time, reasonably determine subject to any existing or
         future regulations made by the Landlord and to the right of the
         Landlord from time to time, on giving to the Tenant not less than one
         month's written notice, to alter the position of the space or spaces
         and designate some other equivalent space or spaces as the Landlord
         may, in its reasonable discretion, determine





                                 SECOND SCHEDULE

                           EXCEPTIONS AND RESERVATIONS


The following rights and easements are excepted and reserved out of the Demised
Premises to the Landlord and the tenants and occupiers of the Estate and the
Adjoining Property and all other persons authorized by the Landlord or having
the like rights and easements:-

1.       The free and uninterrupted passage and running of the Utilities through
         the Conduits which are now, or may it any time be in, under, or passing
         through or over the Demised Premises;

2.       Subject to the provisions of Clause 7.15 the right to enter the Demised
         Premises in order to:-

         (a)      inspect, cleanse, maintain, repair, connect, remove, lay, or
                  (where necessary) renew, relay, replace with others, alter or
                  execute any works whatever to or in connection with the
                  Conduits

         (b)      execute repairs and decorations, alterations and any ocher
                  works, and to make installations to the Demised Premises, the
                  Estate or the Adjoining Property or to do anything whatsoever
                  which the Landlord may or must do under this Lease where such
                  matters cannot reasonably be carried out without gaining
                  access to the Demised Promises

         PROVIDED THAT the Landlord or the person exercising the foregoing
         rights shall cause as little inconvenience as possible to the Demised
         Premises and shall make good, without delay, any damage thereby caused
         to the Demised Premises;

3.       The right to erect scaffolding for the minimum period reasonably
         necessary for the purpose of repairing or cleaning the Building and any
         buildings now or hereafter erected on the Estate or the Adjoining
         Property or in connection with the exercise of any of the rights
         mentioned in this Schedule notwithstanding that such scaffolding may
         temporarily restrict the access to or enjoyment and use of the Demised
         Premises,

4.       The rights of light, air, support, protection and shelter and all other
         easements and rights now or hereafter belonging to or enjoyed by other
         parts of the Estate or the Adjoining Property;

5.       Full right and liberty at any time hereafter to raise the height of, or
         make any alterations or additions or execute any other works to the
         Building or any buildings on the Estate or on the Adjoining Property,
         or to erect any now buildings of any height on the Estate or on the
         Adjoining Property in such a manner as the Landlord or the person
         exercising the right (in either case acting reasonably) shall think fit
         provided that the same shall not obstruct, affect or interfere with the
         amenity of, or access to, the Demised Premises or the passage of light
         and air to the Demised Premises or so that the Tenant's use and
         occupation thereof is materially affected;

6.       The right to enter the Demised Promises (in times of emergency or
         during fire-drills) for the purpose of obtaining access to, or using,
         any of the fire escapes or routes of escape in the Estate, whether or
         not in existence at the date hereof.

7.       The right to affix to, and thereafter maintain upon, the Demised
         Premises, but not so as to interfere with the business of the occupier
         of the, Demised Premises, lighting equipment reasonably necessary for
         the purpose of illuminating the Common Parts

         PROVIDED THAT any rights or easements excepted and reserved in this
         Schedule over anything which is act in being at the date hereof shall
         be effective only in relation to any such thing which comes into being
         before the expiry of eighty (80) years from the date hereof (which
         shall be the perpetuity period applicable hereto)




                                 THIRD SCHEDULE

        AUTHORIZED GUARANTEE AGREEMENT TO BE GIVEN BY TENANT PURSUANT TO
                                CLAUSE 22(c)(1)


         T H I S D E E D is made the          day of             00

         X X X X X X N:-

         (1)      [               ] whose registered office is at [
                          ] (registered number:                ) (the
         "Present Tenant') [and]

         (2)      [               ] whose registered office is at [
                          ] (registered number:                ) (the
         "Landlord") [and]

         (3)      [               ] whose registered office is at [
                          ] (registered number:                ) (the
         "Guarantor")]]

         W H E R E A S:

         (A)      This Agreement is made pursuant to the lease dated [     ] and
                  made between [       ] (the "Lease") which expression shall
                  include (where the context so admits) all deeds and documents
                  supplemental to it (whether expressed to be so or not)
                  relating to the premises at [       ] (the "Premises").

         (B)      The Present Tenant holds the Premises under the Lease and
                  wishes to assign the Lease to [        ] (the "Assignee"), and
                  pursuant to the Lease the Landlord's consent is required to
                  such assignment (the "Assignment") and such consent is given
                  subject to a condition that the Present Tenant [and the
                  Guarantor) [is/are] to enter into a deed in the form of this
                  Deed

         NOW THIS DEED WITNESSES as follows:-

         1.       Authorized Guarantee
                  Pursuant to the condition referred to above, the Present
                  Tenant covenants with the Landlord, as a primary obligation,
                  that the Assignee or the Present Tenant shall, at all times
                  during the period (the "Guarantee Period") from the completion
                  of the Assignment until the Assignee shall have ceased to be
                  bound by the tenant covenants (which in this Deed shall have
                  the meaning attributed by section 28(1) of the Landlord and
                  Tenant (Covenants) Xxx 0000 (the "1995 Act")) contained in the
                  Lease (including the payment of the rents and all, other sums
                  payable under the Lease in the manner and at the times
                  specified in the Lease), duly perform and observe the tenant
                  covenants.

2.       PRESENT TENANT'S LIABILITY

2.1      The Present Tenant agrees that the Landlord, in the enforcement of its
         rights under this Deed, may proceed against the Present Tenant as if
         the Present Tenant were the sole or principal debtor in respect of the
         tenant, covenant in question.

2.2      For the avoidance of doubt, notwithstanding the termination of the
         Guarantee Period the Present Tenant shall remain liable under this Deed
         in respect of any liabilities which may have accrued prior to such
         termination.



2.3      For the avoidance of doubt the Present Tenant shall be liable under
         this Deed for any reasonable costs and expenses properly incurred by
         the Landlord in enforcing the Present Tenant's obligations under this
         Deed.

3.       DISCLAIMER OF LEASE
         The Present Tenant further covenant with the Landlord that if the Crown
         or a liquidator or trustee in bankruptcy shall disclaim the Lease
         during the Guarantee Period the Present Tenant shall, if the Landlord
         by notice in writing given to the Present Tenant within three (3)
         months after such disclaimer, accept from, and execute and deliver to,
         the Landlord a counterpart of a new lease of the Premises for a term
         commencing on the date of the disclaimer and continuing for the residue
         then remaining unexpired of the term of the Lease, such new least to be
         at the same rents and subject to the same covenants and provisions as
         are contained in the Lease Provided always that if the disclaimer shall
         arise prior to 29 December 1999 if the Present Tenant shall so choose
         the term shall expire on 29 December 1999 subject to payment of
         L18,648 on or before that date

4.       SUPPLEMENTARY PROVISIONS
         By way of provision incidental or supplemental to clauses 1, 2 and 3
         of this Deed:-

4.1      POSTPONEMENT OF PARTICIPATION BY PRESENT TENANT IN SECURITY
         The Present Tenant shall not be entitled to participate in any security
         held by the Landlord in respect of the Assignee's obligations to the
         Landlord under the Lease or to stand in the place of the Landlord in
         respect of any such security until all the obligations of the Present
         Tenant or the Assignee to the Landlord under the Lease have been
         performed or discharged.

4.2      NO RELEASE OF PRESENT TENANT
         None of the following, or any combination of them, shall release,
         determine, discharge or in any way lessen or affect the liability of
         the Present Tenant as principal obligor under this Deed or otherwise
         prejudice or affect the right of the Landlord to recover from the
         Present Tenant to the full extent of this guarantee:-

4.2.1    any refusal by the Landlord to accept rent tendered by or on behalf of
         the Assignee at a time when the Landlord was entitled (or would after
         the service of a notice under Section 146 of the Law of Property Xxx
         0000 have been entitled) to re-enter the Premises;

4.2.2    any extension of time given by the Landlord to the Assignee;

4.2.3    any change in the constitution, structure or powers of either the
         Present Tenant, the Assignee or the Landlord or the liquidation,
         administration or bankruptcy (as the case may be) of either the Present
         Tenant or the Assignee;

4.2.4    any legal limitation, or any immunity, disability or incapacity of the
         Assignee (whether or not known to the Landlord) or the fact that any
         dealings with the Landlord by the Assignee may be outside, or in excess
         8f, the powers of the Assignee;

4.3      COSTS OF NEW LEASE
         The Landlord's reasonable costs in connection with any new lease
         granted pursuant to clause 3 of this Deed shall be borne by the Present
         Tenant and paid to the Landlord (together with Value Added Tax) upon
         completion of such new lease.

5.       GUARANTEE
         [IF THERE IS A GUARANTOR, REPEAT THE PROVISIONS SET OUT IN PARAGRAPH 1
         TO 9 (INCLUSIVE) OF SCHEDULE 4].

6.       GUARANTOR TO JOIN IN NEW LEASE



         If the Present Tenant shall be required to take up a new lease pursuant
         to clause 3 of this Deed, the Guarantor shall join in, and execute and
         deliver to the Landlord a counterpart of, such new lease in order to
         guarantee the obligations of the Present Tenant under it in the terms
         of Schedule 4 to the Lease.]

         I N W I T N E S S whereof this deed has been executed by the Present
         Tenant and is intended to be and is hereby delivered on the date first
         above written.






                                 FOURTH SCHEDULE
                           COVENANTS BY THE GUARANTOR

1.1      COVENANT AND INDEMNITY BY GUARANTOR
         The Guarantor hereby covenants with the Landlord, as a primary
         obligation, that the Tenant or the Guarantor shall at all times during
         the Term duly perform and observe all the covenants on the part of the
         Tenant contained in this Lease, including the payment of the rents and
         all other sums payable under this Lease in the manner and at the times
         herein specified, and the Guarantor hereby indemnifies the Landlord
         against all claims, demands, losses, damages, liability, costs, fees
         and expenses whatsoever sustained by the Landlord by reason of or
         arising in any way directly or indirectly out of any default by the
         Tenant in the performance and observance of any of its obligations or
         the payment of any rent and other sums

1.2      GUARANTOR JOINTLY AND SEVERALLY LIABLE WITH TENANT
         The Guarantor hereby further covenants with the Landlord chat the
         Guarantor is jointly and severally liable with the Tenant (whether
         before or after any disclaimer by a liquidator or trustee in
         bankruptcy) for the fulfillment of all the obligations of the Tenant
         under this Lease and agrees that the Landlord, in the enforcement of
         its rights hereunder, may proceed against the Guarantor as i~ the
         Guarantor was named as the Tenant in this Lease

1.3      WAIVER BY GUARANTOR
         The Guarantor hereby waives any right M require the Landlord to proceed
         against the Tenant or to pursue any other remedy whatsoever which may
         be available to the Landlord before proceeding against the Guarantor

1.4      POSTPONEMENT OF CLAIMS BY GUARANTOR AGAINST TENANT
         The Guarantor hereby further covenants with the Landlord that the
         Guarantor shall not claim in any liquidation, bankruptcy, composition
         or arrangement of the Tenant in competition with the Landlord and shall
         remit to the Landlord the proceeds of all judgments and all
         distributions it may receive from any liquidator, trustee in bankruptcy
         or supervisor of the Tenant and shall hold for the benefit of the
         Landlord all security and rights the Guarantor may have over assets of
         the Tenant whilst any liabilities of the Tenant or the Guarantor to the
         Landlord remain outstanding

1.5      POSTPONEMENT OF PARTICIPATION BY GUARANTOR IN SECURITY
         The Guarantor shall not be permitted to participate in any security
         held by the Landlord in respect of the Tenant's obligations to the
         Landlord under this Lease or to stand in the place of the Landlord in
         respect of any such security until all the obligations of the Tenant or
         the Guarantor to the Landlord under this Lease have been performed or
         discharged

1.6      NO RELEASE OF GUARANTOR
         None of the following, or any combination thereof, shall release,
         determine, discharge or in any way lessen or affect the liability of
         the Guarantor as principal debtor under this Lease or otherwise
         prejudice or affect the right of the Landlord to recover from the
         Guarantor to the full extent of this guarantee:-

         (a)      any neglect, delay or forbearance of the Landlord in
                  endeavouring to obtain payment of the rents or the amounts
                  required to be paid by the Tenant or in enforcing the
                  performance or observance of any of the obligations of the
                  Tenant under this Lease;



         (b)      any refusal by the Landlord to accept rent tendered by or on
                  behalf of the Tenant at a time when the Landlord was entitled
                  (or would after the service of a notice under Section 146 of
                  the Law of Property Xxx 0000 have been entitled) to re-enter
                  the Demised Premises;

         (c)      any extension of time given by the Landlord to the Tenant;

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

         (e)      any change in the constitution, structure or powers of either
                  the Tenant, the Guarantor or the Landlord or the liquidation,
                  administration or bankruptcy (as the case may be) of either
                  the Tenant or the Guarantor;

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

         (g)      any other act, omission, matter or thing whatsoever whereby,
                  but for this provision, the Guarantor would be exonerated
                  either wholly or in part (other than a release under seal
                  given by the Landlord)

1.7      DISCLAIMER OR LEASE
         (a)      The Guarantor hereby further covenants with the Landlord
                  that:-

                  (i)      if a liquidator or trustee in bankruptcy shall
                           disclaim this Lease; or

                  (ii)     if the Tenant shall cease to exist

                  THEN the Guarantor shall, if the Landlord by notice in writing
                  given to the Guarantor within three (3) months after such
                  disclaimer or if the Tenant shall cease to exist, accept from
                  and execute and deliver to the Landlord a counterpart of a new
                  lease of the Demised Premises for a term commencing on the
                  date of the disclaimer or other event and continuing for the
                  residue then remaining unexpired of the Term, such new lease
                  to be at the cost of the Guarantor and to be at the same cents
                  and subject to the same covenants, conditions and provisions
                  as are contained in this Lease;

         (b)      if the Landlord shall not require the Guarantor to take a new
                  lease, the Guarantor shall nevertheless upon demand pay cc the
                  Landlord a sum equal to the rents and other sums that would
                  have been payable under this Lease but for the disclaimer or
                  the Tenant ceasing to exist in respect of the period from and
                  including the date of such disclaimer or the Tenant ceasing to
                  exist until the expiration of six (6) months therefrom or
                  until the Landlord shall have granted a lease of the Demised
                  Premises to a third party (whichever shall first occur)

1.8      BENEFIT OF GUARANTEE
         This guarantee shall enure for the benefit of the successors and
         assigns of the Landlord under this Lease without the necessity for any
         assignment thereof




                                 FIFTH SCHEDULE

                 ITEMS OF EXPENDITURE AS REFERRED TO IN CLAUSE 8

                                PART `A'-BUILDING


1.       REPAIRS AND MAINTENANCE

         Repairing, maintaining, decorating and (where appropriate) cleaning,
         washing down, lighting, heating, servicing, furnishing, carpeting and
         equipping the Building

2.       PLANT AND MACHINERY

         Maintaining, repairing, operating, inspecting, servicing, overhauling,
         cleaning, lighting and (as and when necessary) renewing or replacing
         all plant, machinery, apparatus and equipment within the Building
         (other than in the Lettable Areas thereto) from time to time and all
         fuel and electricity for the same and any necessary maintenance
         contracts and insurance in respect: thereof

3.       SECURITY AND EMERGENCY SYSTEMS

         Maintaining, repairing, operating, inspecting, servicing, overhauling,
         cleaning and (as and when necessary) renewing or replacing all security
         and emergency systems for the Building, including, but not limited to,
         alarm systems, internal telephone and television, systems, generators,
         emergency lighting, fire detection and prevention systems any fire
         escapes for the Building and all fire fighting and fire prevention
         equipment and appliances (other then those for which a tenant is
         responsible)

4.       STAFF

         The provision of staff (including such direct or indirect labour as the
         Landlord reasonably deems appropriate) for the day-to-day running of
         the installations and plant and the provision of other services to the
         Building and for the general management, operation and security of the
         Building and all other incidental expenditure, including, but not
         limited to:-

         (a)         insurance, health, pension, welfare, severance and other
                     payments, contributions and premiums;

         (b)         the provision of uniforms, working clothes, tools,
                     appliances, materials and equipment (including telephones)
                     for the proper performance of the duties of any such staff

         but only to the extent that all such staff shall be employed for the
         purpose of performing obligations on behalf of the Landlord herein and
         providing services specified in this Lease

5.       SIGNS ETC.

         Maintaining and renewing name boards and signs in the main entrance
         halls, lift lobby areas and any other parts of the Building and all
         directional signs, fire regulation notices, advertisements and street
         furniture and furnishing and any flags, flag poles and television and
         radio aerials

6.       REFUSE



         Providing and maintaining any receptacles for refuse for the Building
         and the cost of collecting, storing and disposing of refuse

7.       MISCELLANEOUS ITEMS
         Leasing or hiring at commercial rates any of the items referred to in
         this Part of this Schedule;

8.       STATUTORY REQUIREMENTS
         Carrying out any works to the Building required to comply with any
         statute (other than works for which any tenant or occupier is
         responsible)

9.       MANAGEMENT

         (a)      The proper and reasonable fees, costs, charges, expenses and
                  disbursements (including any VAT payable thereon) of the
                  Surveyor, the Accountant and any other person properly
                  employed or retained by the Landlord where necessary for or in
                  connection with surveying and accounting functions, the
                  collection of rents, the performance of the services and any
                  other duties in and about the Building or any part of it
                  relating to the general management, administration, security,
                  maintenance, protection and cleanliness of the Building;

         (b)      The proper and reasonable fees and expenses (including any VAT
                  payable thereon) of the Landlord or a Group Company in
                  connection with the management of the Building and any of the
                  functions and duties referred to in paragraph (a) that may be
                  undertaken by the Landlord or a Group Company, such fees and
                  expenses to include overheads and profits commensurate with
                  the current market practice-of property companies providing
                  management services

10.      VALUE ADDED TAX

         Value Added Tax at the rate for the time being in force chargeable in
         respect of any item of expenditure referred to in this Part of this
         Schedule to the extent not otherwise recoverable reclaimable or capable
         of set off by the Landlord

11.      GENERALLY

         Any reasonable costs and expenses (not referred to above) which the
         Landlord may properly, incur in providing such other services and in
         carrying out such other works as the Landlord may reasonably deem
         desirable or necessary for the benefit of the Building or any part of
         it or the tenants or occupiers thereof, or for securing or enhancing
         any amenity of or within the Building, or in the interest of good
         estate management

12.      EXCLUSION FROM SERVICE CHARGE

         Notwithstanding the above there shall be excluded from the
         Expenditure:-

         (a)      initial capital costs of the construction and development of
                  the Building and any part thereof and all expenditure relating
                  thereto and of the provision of all plant, machinery, fixtures
                  and equipment including leasing and hiring costs incurred
                  prior to the date hereof to be used in carrying out the
                  services pursuant to this Lease;

         (b)      the costs of remedying the disrepair, damage or destruction
                  caused by any of the risks against which the Landlord
                  covenants to insure;




         (c)      the cost of reinstating or rebuilding the Demised Premises;

         (d)      any cost or fees incurred in relation to the grant, regrant or
                  renewal of any other last of part of the Building and any
                  costs or fees incurred in relation to the collection of rents
                  and any other sums or the review of the rent or mats payable
                  under subleases.

         (e)      the costs arising directly at indirectly out of any defects in
                  or damage caused to the Building or any pan thereof prior to
                  the date hereof and apparent at the dam hereof;

         (f)      the costs incurred in relation to the marketing, maintenance,
                  repair or decoration of those Lettable Areas which are from
                  time to time unlet;

         (g)      the costs incurred in connection with the advertising and:
                  promotion of the Building.

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


                                PART `B' - ESTATE

1.       REPAIRS AND MAINTENANCE

         Repairing, maintaining, decorating and (where appropriate) cleaning,
         washing down, lighting, heating, servicing, furnishing, equipping the
         Retained Parts

2.       SECURITY AND EMERGENCY SYSTEMS

         Maintaining, repairing, operating, inspecting, servicing, overhauling,
         cleaning and (as and when necessary) renewing or replacing all security
         and emergency systems for the Retained Parts, including, but not
         limited to, alarm systems, internal telephone and television systems,
         generators, emergency lighting, fire detection and prevention systems
         any fire escapes for the Retained Parts and all fire fighting and fire
         prevention equipment and appliances (other than those for which a
         tenant is responsible) and any traffic barriers, car park and traffic
         control and security systems

3.       STAFF

         The provision of staff (including such direct or indirect labour as the
         Landlord reasonably deems appropriate) for the day-to-day running of
         the. installations and plant and the provision of other services to the
         Retained Parts and for the general management, operation and security
         of the Retained Parts (including traffic control and policing) and all
         other reasonable incidental expenditure, including, but not limited
         to:-

         (a)      insurance, health, pension, welfare, severance and other
                  payments, contributions and premiums;

         (b)      the provision of uniforms, working clothes, tools, appliances,
                  materials and equipment (including telephones) for the proper
                  performance of the duties of any such staff;




         (c)      providing, maintaining, repairing, decorating and lighting any
                  accommodation and facilities for staff, and all rates, gas and
                  electricity charges in respect thereof but only to the extent
                  that all such staff shall be employed for the purpose of
                  performing obligations on behalf of the Landlord herein and
                  providing services specified in this Lease.

4.       SIGNS ETC.

         Maintaining and renewing name boards and signs at the entrances and any
         other parts of the Retained Parts and all directional signs, fire
         regulation notices, advertisements and street furniture and furnishing
         and any flags, flag poles and television and radio aerials

5.       LANDSCAPING

         Providing and maintaining floodlighting (if any) and any plants,
         shrubs, trees or garden or grassed areas in the Common Areas and any
         other landscaping features

6.       MISCELLANEOUS ITEMS

         Leasing or hiring at commercial rams any of the items referred to in
         this Part of this Schedule;

7.       INSURANCE

         (a)      periodic valuations of the Estate for insurance purposes
                  provided that such valuations shall not be carried out more
                  than once in every three years;

         (b)      works required to the Estate in order to satisfy the
                  requirements of the insurers of the Estate;

         (c)      property owner's liability, third party liability and
                  employer's liability and such other insurances as the Landlord
                  may, in its reasonable discretion from time to time,
                  determine;

         (d)      any amount which may be deducted or disallowed by the insurers
                  pursuant to any new provision in the insurance policy upon
                  settlement any claim by the Landlord

8.       COMMON FACILITIES

         Repairing, maintaining, decorating, cleansing and lighting, as the case
         may be, any roads, ways, forecourts, passages, pavements, party walls
         or fences, party structures, conduits or other conveniences and
         easements whatsoever which may belong to, or be capable of being used
         or enjoyed by the Estate in common with any Adjoining Property

9.       OUTGOINGS

         All existing and future rates (including water rates) taxes, duties,
         charges, assessments, impositions and outgoings whatsoever (whether
         parliamentary, parochial, local or of any other description and whether
         or not of a capital or non-recurring nature or of a wholly novel
         character) payable by the Landlord in respect of the Retained Farm or
         any part thereof

10.      STATUTORY REQUIREMENTS



         Carrying out any works to the Estate required to comply with any
         statute (other than works for which any tenant or occupier is
         responsible)

11.      REPRESENTATIONS

         Taking any steps two reasonably deemed desirable or expedient by the
         Landlord for complying with, making representations against, or
         otherwise contesting the incidence of the provisions of any statute
         concerning town planning, public health, highways, streets, drainage
         and all other matters relating or alleged to relate to the Estate or
         any part of it for which any tenant is not directly responsible

12.      MANAGEMENT

         (a)      The proper and reasonable fees, costs, charges, expenses and
                  disbursements (including any VAT payable thereon) of the
                  Surveyor, the Accountant and any other person properly
                  employed or retained by the Landlord where necessary for or in
                  connection with surveying and accounting functions, the
                  performance of the services and any other duties in and about
                  the Retained Parts or any part of them relating to the general
                  management, administration, security, maintenance, protection
                  and cleanliness of the Retained Parts;


         (b)      The proper and reasonable fees and expenses (including any VAT
                  payable thereon) of the Landlord or a Group Company in
                  connection with the management of the Retained Parts and any
                  of the functions and duties referred to in paragraph (a) that
                  may be undertaken by the Landlord or a Group Company, such
                  fees and expenses to include overheads and profits
                  commensurate with the current market practice of property
                  companies providing management services

13.      VALUE ADDED TAX

         Value Added Tax at the rate for the time being in force chargeable in
         respect of any item of expenditure referred to in this Part of this
         Schedule to the extent not otherwise recoverable reclaimable or capable
         of set-off by the Landlord

14.      GENERALLY

         Any reasonable costs and expenses (nor referred as above) which the
         Landlord may properly incur in providing such other services and in
         carrying out such other works as the Landlord may reasonably deem
         desirable or necessary for the benefit of the Estate or any part of it
         or the tenants or occupiers thereof, or for securing or enhancing any
         amenity of or within the Estate, or in the interest of good estate
         management

15.      EXCLUSION FROM SERVICE CHARGE

         Notwithstanding the above there shall be excluded from the
         Expenditure:-

         (a)      initial capital costs of the construction and development of
                  the Estate and any part thereof and all expenditure relating
                  thereto and of the provision of all plant, machinery, fixtures
                  and equipment including leasing and hiring costs incurred
                  prior to the date hereof to be used in carrying out the
                  services pursuant to this Lease,



         (b)      the cost of remedying any disrepair, damage or construction
                  caused by any of the risks against which the Landlord
                  covenants to insure;

         (c)      any cost or fees incurred in relation to the grunt, regrant or
                  renewal of any other lease of part of the Estate and any costs
                  or fees incurred in relation to the collection of rents and
                  any ocher sums or the review of the rent or rents payable
                  under such leases;

         (d)      the costs arising directly or indirectly out of any defects in
                  or damage caused to the Estate or any part thereto prior to
                  the date hereof and apparent at the date hereof;

         (e)      the costs incurred in relation to the marketing, maintenance,
                  repair or decoration of those Lettable Areas which are from
                  time to time unlet;

         (f)      the costs incurred in connection with the advertising and
                  promotion of the Estate.







                                 SIXTH SCHEDULE

                     DEEDS AND DOCUMENTS CONTAINING MATTERS
                    TO WHICH THE DEMISED PREMISES ARE SUBJECT



1.  Title Number MX352739             The entries in the Property Register and
                                      the entries numbered 2-8 in the Charges
                                      Register

2.  The Lease dated 21 August 1992    made between the Landlord (1) and Southern
                                      Electronic plc (2)








         The Common Seal of GENERAL                  )
         ACCIDENT LIFE ASSURANCE                     )
         LIMITED was hereunto affixed in             )
         the presence of.--




                                                     Authorised Signatory




                                                     Authorised Signatory