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UK-Peterborough-Werringon Centre-Olympus House Lease - Caec Howard (Arkwright) Ltd. and Premier Research Worldwide Ltd.

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  • Triple Net Lease. Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
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                     DATED        10th December        1999
                     --------------------------------------





                         CAEC HOWARD (ARKWRIGHT) LIMITED

                                       and

                       PREMIER RESEARCH WORLDWIDE LIMITED







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

                                      LEASE
                      relating to Suites 1-10 Olympus House
                          Werringon Centre Peterborough
                         in the County of Cambridgeshire

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







                                  BIRCHAM & CO.
                                   SOLICITORS





<PAGE>



LEASE dated          10th December          1999

1.       PARTICULARS

         1.1      The Landlord

         CAEC HOWARD (ARKWRIGHT) LIMITED

         1.2      The Tenant

         RESEARCH DATA WORLDWIDE LIMITED whose registered office is at 400
         Carability Green Luton Bedfordshire

         1.3      The Property

         Ground floor office accommodation together with ancillary toilet
         accommodation shown for the purposes of identification only edged green
         on the attached plan and known as Suites 1-10 forming part of the
         Building

         1.4      The Building

         The building shown for the purposes of identification only edged red
         on the attached plan and known as Olympus House Werrington Peterborough

         1.5      The Term

         A term of ten years commencing on 1st October 1999 and any statutory
         continuation of the term of years

         1.6      The Rent

         From 1st October 1999 until 30th September 2004 the yearly rent of
         (pound)70,720 exclusive and thereafter such rent as may from time to
         time be agreed or determined in accordance with clause 6.7 by equal
         monthly instalments in advance on the first day of each month the first
         payment for the period from 1st October 1999 to 30th November 1999 to
         be made on the completion of this lease

         1.7      The Basic Service Charge

         (pound)22,115.50 per annum exclusive payable by equal monthly
         installments on the rent days (such charge being subject to adjustment
         and review in accordance with the provisions of the schedule hereto)
         the first payment for the period from 1st October 1999 to 30th November
         1999 to be made on the signing of this lease

         1.8      The Permitted Use

         Office accommodation and ancillary medical testing laboratory

         1.9      The Car Park

         The car park forming part of the Building



                                       -1-


<PAGE>



2.       LEASE

         2.1      Demise

                  The Landlord lets the Property to the Tenant together with the
                  rights specified in sub-clause 2.3 but excepting and reserving
                  the rights specified in sub-clause 2.3 for the term specified
                  in item 1.5 of the Particulars the tenant paying yearly and
                  proportionately for any fraction of a year the Rent and the
                  Basic Service Charge at the times and in the manner specified
                  in items 1.6 and 1.7 of the Particulars respectively

         2.2      Rights for the Tenant

         The following rights (which are common to the Landlord and occupiers of
         other properties adjoining or neighbouring the Property) are included
         in the letting:

                  2.2.1    the right (with or without vehicles on carriageways)
                           to go pass and re-pass to and from the Property over
                           and along any private highways and service yards
                           belonging to the Landlord giving access to the
                           Property until in respect of the said private
                           highways such time as the same shall become
                           maintainable at the public expense

                  2.2.2    the right to use the toilet accommodation within the
                           Building and which forms part of the Common Parts

                  2.2.3    the right of way on foot over the passageways within
                           the Building and which form part of the Common Parts
                           thereof to gain access to the Property

                  2.2.4    the right to free and uninterrupted use (subject to
                           minimum temporary interruption for repair alteration
                           or replacement) for the purpose of necessary supplies
                           to the Property of all Service Installations which
                           are not part of the Property

                  2.2.5    the right for the Property to be supported and
                           protected by the remainder of the Building

                  2.2.6    The right to park cars within the Car Park subject at
                           all times to the directions given from time to time
                           by the Landlord's Surveyor concerning the use of the
                           Car Park and the allocation of parking spaces therein
                           by means of regulations given under the provisions

                                       -2-


<PAGE>



                           of clause 4.32(a) and (b) hereof or otherwise BUT at
                           no time shall the Tenant be allocated less than ten
                           car parking spaces in the Car Park except when works
                           of repair or maintenance to the Building make this
                           impossible

         2.3      Exceptions

         There is excepted and reserved to the Landlord the free and
         uninterrupted use of all Service Installations which are in the
         Property and serve other properties or which shall come into existence
         within 80 years of the date of this lease

3.       INTERPRETATION

         In this Lease (including any schedule) where the context admits:

         3.1      the Particulars means the Particulars set out in clause 1 of
                  this lease and references to numbered items of the Particulars
                  are references to the numbered sub-clauses of that clause

         3.2      the Landlord means the person named as Landlord in item 1.1 of
                  the Particulars and includes any other person for the time
                  being entitled to the immediate reversion on this lease

         3.3      the Tenant means the person named as the Tenant in item 1.2 of
                  the Particulars and includes the successor in Title of the
                  Tenant to the term created by this Lease

         3.4      the Guarantor means the person (if any) named as the Guarantor
                  in item 1.3 of the Particulars

         3.5      the Property means the property described in item 1.4 of the
                  Particulars and includes:

                  3.5.1    any service installations exclusively serving the
                           Property notwithstanding they might extend beyond the
                           boundaries of the Property

                  3.5.2    all fixtures and fittings (except tenant's trade
                           fixtures and fittings) in or forming part of the
                           Property

                  3.5.3    And it is agreed and declared that:

                           3.5.3.1  the walls where these are common to other
                                    parts of the building of which the Property
                                    is part shall be treated as party walls and
                                    maintained as such


                                       -3-


<PAGE>



                           3.5.3.2  the structural part of any ceiling is not
                                    part of the Property but any decorative
                                    finish or false ceiling applied or fixed
                                    thereto is part of the Property

                           3.5.3.3  the decorative finishes (including plaster)
                                    within the Property applied to the
                                    structural parts of the Building form part
                                    of the Property

                           3.5.3.4  The structural part of any floor is not part
                                    of the Property but any finish applied or
                                    fixed thereto is part of the Property

         3.6      the Building means the building known as Olympus House and
                  external areas shown for the purposes of identification only
                  edged red on the attached plan of which the Property forms
                  part

         3.7      the Centre includes the Building and means the land and
                  buildings known as the Werrington Centre Staniland Way
                  Peterborough the approximate boundaries of which are shown by
                  the thick broken black line on the plan attached hereto and
                  where the context admits any additional buildings in which
                  after (but not more than 80 years after) the date of this
                  lease Landlord shall have acquired a freehold or leasehold
                  interest and which shall have been so constructed as to form
                  an integral part of the Centre

         3.8      the Common Parts mean any pedestrian ways concourses and
                  circulation areas toilet accommodation staircases escalators
                  and lifts service roads and servicing areas forecourts car
                  parks landscaped areas signs walls and any other structures
                  and any other ways or areas which areas are designated from
                  time to time by the Landlord for common use by or for the
                  benefit of those occupying the Centre and those visiting it
                  except the Building Common Parts

         3.9      the Building Common Parts mean the items listed under this
                  definition of the Common Parts but in this case they are
                  limited to those within the Building for the common use of
                  those occupying the Building and not the Centre as a whole

         3.10     the Retained Parts mean the Common Parts and any storage or
                  plant rooms used in connection with the provision of services
                  by the Landlord and all

                                       -4-


<PAGE>



                  Service Installations which serve the Building except the
                  Building Retained Parts

         3.11     the Building Retained Parts means the Building Common Parts
                  and any storage boiler and plant rooms used in connection with
                  the provision of the services by the Landlord to the occupiers
                  of the Building and not the Centre as a whole and all Service
                  Installations within the Building and those outside it which
                  exclusively serve it

         3.12     the Service Installations means sewers pipes wires flues ducts
                  channels drains gutters gullies and similar conduits and
                  apparatus for the supply of water electricity gas telephone
                  television or radio signals or for the disposal of fumes or
                  foul or surface water

         3.13     the Rent means the sum specified as Rent in item 1.6 of the
                  Particulars or such other sum as shall for the time being be
                  Rent under the provisions of clause 6.7

         3.14     the Landlord's Surveyor means the Head of Property Service for
                  the time being of the Landlord or such other person appointed
                  by the Landlord to act as its Surveyor for the purpose of this
                  lease who may or may not be a person in the full-time
                  employment of the Landlord

         3.15     Person includes a company corporation or other body legally
                  capable of holding land

         3.16     Masculine includes the feminine and the singular the plural
                  and vice versa

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

         3.18     any covenant by the Tenant not to do any act or thing shall be
                  construed as if it were a covenant not to do or permit or
                  other such act or thing

         3.19     rights excepted and reserved or granted to the Landlord shall
                  be construed as excepted and reserved or granted to the
                  Landlord and all persons authorised by the Landlord

4.       TENANT'S COVENANTS

         The Tenant covenants with the Landlord as follows:

         4.1      To pay Rent

         To pay the Rent and the Basic Service Charge at the times and in the
         manner

                                       -5-


<PAGE>



         described in items 1.6 and 1.7 of the Particulars respectively

         4.2 Outgoings

         To pay all existing and future rates taxes assessments
         impositions and outgoings assessed or imposed on or in respect of the
         Property (whether assessed or imposed on the Landlord or the Tenant)
         except:

         4.2.1 any tax in respect of the rents under this Lease (other than any
         amounts payable under clause 4.36)

         4.2.2 any tax in respect of the Grant of this Lease

         4.2.3 any tax in respect of any dealing by the Landlord with the
         reversion immediately expectant on the determination of the term

         4.3 Interest on arrears

         If any rent or other sums payable by the Tenant to the Landlord under
         this Lease shall be due but unpaid for 21 days to pay on demand to
         the Landlord (if the Landlord shall so require) interest at 3% above
         the current Barclays Bank plc base lending rate from time to time
         (which interest rate shall still apply after and notwithstanding any
         judgment of the Court) on such money from the due date until payment
         provided that this sub-clause shall not prejudice any other right
         remedy in respect of such money

         4.4 Repair and Decoration

                  4.4.1    To repair maintain and renew the interior of the
                           Property and keep the Property (other than the
                           structure of the Building which may form part of it
                           but including in particular the carpets and other
                           decorative finishes applied thereto) clean and in
                           good repair

                  4.4.2    As often as shall in the reasonable opinion of the
                           Landlord's Surveyor be necessary in order to maintain
                           a high standard of decorative finish and
                           attractiveness as well as to preserve the Property
                           (and at least once in any period of five years of the
                           term and in the last six months of the Tenant's
                           occupation of the property) to clean prepare and
                           paint or polish or otherwise treat in the appropriate
                           manner approved by the Landlord's Surveyor all
                           internal materials surfaces and finishes of the
                           Property and to wash all surfaces requiring washing

                                       -6-


<PAGE>



                  4.4.3    At the end of the tenancy created by this Lease to
                           give up the Property duly repaired and decorated in
                           accordance with the provisions of this sub-clause

         PROVIDED THAT.

                           4.4.4.1      All work referred to in this clause
                                        shall be done in a good and workmanlike
                                        manner and to the reasonable
                                        satisfaction of the Landlord's Surveyor

                           4.4.4.2      Papering and painting carried out in the
                                        last six months of the Tenant's
                                        occupation of the Property shall be
                                        carried out in colours first approved in
                                        writing by the Landlord's Surveyor

                           4.4.4.3      Damage by fire or any other peril
                                        covered by the Landlord's insurance is
                                        excepted from the Tenant's liability
                                        under this sub-clause unless the whole
                                        or part of the insurance money is
                                        irrecoverable by reason of any act or
                                        default of the Tenant

                           4.4.4.4      The Tenant shall pay the Landlord's
                                        Surveyor's reasonable and proper fees
                                        incurred as a result of any breach of
                                        this sub-clause

                           4.4.4.5      The Tenant shall pay a sum equivalent to
                                        the loss of rent incurred by the
                                        Landlord during such period as is
                                        reasonably required for the carrying out
                                        of works after the end of the tenancy by
                                        reason of any breach of this sub-clause
                                        without prejudice to any other right of
                                        the Landlord

         4.5      Maintenance

                  4.5.1    To keep the service installations which solely serve
                           the Property clear unobstructed and in good and fair
                           condition and not to do anything which causes an
                           obstruction or damage to any service installation in
                           the Centre

                  4.5.2    To take all necessary precautions against frost
                           damage to any pipes or water apparatus in the
                           Property

                                       -7-


<PAGE>



                  4.5.3    To take all necessary care and precautions to avoid
                           water damage to any other part of the Centre by
                           reason of bursting or overflowing of any pipe tank or
                           water apparatus in the Property and to indemnify the
                           Landlord against liability for any such damage

                  4.5.4    To clean the inner surface of the windows and other
                           lights and any glass in the doors and the skylights
                           of the Property as often as reasonably necessary

         4.6      To repair on notice

                  4.6.1    To make good with all practicable speed (commencing
                           work within two months or sooner if necessary and
                           then proceeding diligently) any defect in repair or
                           decoration of the Property for which the Tenant is
                           liable in accordance with the Tenant's covenants and
                           of which the Landlord has given notice in writing
                  4.6.2    If the Tenant shall not comply with paragraph 4.6.1
                           to allow the Landlord to enter the Property and make
                           good such defects and to repay to the Landlord on
                           demand the expense of doing so (including surveyor's
                           fees)

         4.7      Statutory requirements

                  4.7.1    To execute works and do all things on or in respect
                           of the Property which are required by the Offices
                           Shops and Railway Premises Act 1963 or any other
                           present or future Act of Parliament or by any order
                           byelaw or regulation

                  4.7.2    To comply with all requirements of any present or
                           future Act of Parliament order byelaw or regulation
                           as to the use of or otherwise concerning the Property

         4.8      To permit entry

                  4.8.1    To permit the Landlord and the Landlord's agents and
                           workmen and all others authorized by it on reasonable
                           notice during normal working hours (except in
                           emergency) to enter the Premises for the purposes of:

                           4.8.1.1 viewing and recording the condition of the
                           Property

                                       -8-


<PAGE>



                           4.8.1.2      repairing maintaining altering or
                                        cleaning any part of the Building (other
                                        than the Property) or premises adjoining
                                        the Building

                           4.8.1.3      repairing maintaining cleaning altering
                                        replacing or adding to any of the
                                        Service Installations which serve other
                                        parts of the Centre or nearby premises
                                        and for any other reasonable purpose
                                        connected with the management of the
                                        Landlord's adjoining or nearby property

         PROVIDED that the Landlord shall make good all damage to the Property
         caused by such entry

         4.9      Letting Board

                  During the last six months of the tenancy created by this
                  Lease to allow a letting board or notice to be displayed on
                  the Property and during the whole of the term to allow a sale
                  board or notice to be displayed on the Property (but not so
                  that any board or notice unnecessarily obstructs the light of
                  the Property) and to allow prospective tenants or purchasers
                  to view the Property at all reasonable times on reasonable
                  notice

         4.10     Alienation

                  4.10.1   Unless otherwise permitted under this Clause the
                           Tenant shall not:

                           4.10.1.1     hold the Property expressly or impliedly
                                        on trust for another person

                           4.10.1.2     part with possession of the Property

                           4.10.1.3     share possession of the Property with
                                        another person

                           4.10.1.4     allow anyone other than the Tenant or
                                        its employees to occupy the Property

                  4.10.2   The Tenant shall not assign a part (as distinct from
                           the whole) of the Property

                  4.10.3   The Tenant shall not assign the whole of the Property
                           without:

                           4.10.3.1     procuring that any intended assignee
                                        ("the Assignee") of the Demised Premises
                                        enters into direct covenants


                                       -9-


<PAGE>



                                        with the Landlord to pay the rents
                                        reserved by this Lease and observe and
                                        perform all the Tenant's covenants in
                                        this Lease from the date of the
                                        assignment or transfer of the Tenant's
                                        interest hereunder to the Assignee for
                                        the residue of the Term or until such
                                        interest is further assigned (other than
                                        by an excluded assignment within the
                                        meaning of Section 11 of the Landlord
                                        and Tenant (Covenants) Act 1995)
                                        whichever is the shorter period

                           4.10.3.2     obtaining the consent of the Landlord
                                        (such consent not to be unreasonably
                                        withheld)

                           4.10.3.3     first entering into an Authorised
                                        Guarantee Agreement within the meaning
                                        of Section 16 of the Landlord and Tenant
                                        (Covenants) Act 1995 in a form
                                        reasonably required by the Landlord

                  4.10.4   The Landlord may refuse the consent referred to at
                           4.10.3 above where there is at the time of the
                           Tenant's request for such consent any subsisting
                           breach of the Tenant's covenants hereunder

                  4.10.5   The Landlord shall be entitled to require as a
                           condition precedent to the grant of the consent
                           referred to at 4.10.3.2 above

                           4.10.5.1     (where the proposed assignee is a
                                        corporate body) the provision of a deed
                                        of covenant duly executed by one or more
                                        guarantors reasonably acceptable to the
                                        Landlord by which he or they enter into
                                        covenants with the Landlord in the form
                                        of the covenants set out in the Clause 8
                                        hereto, and/or

                           4.10.5.2     the deposit with the Landlord of a sum
                                        equal to at least one half of the yearly
                                        rent payable hereunder for the time
                                        being in such form as the Landlord may
                                        reasonably require

                           4.10.5.3     The power of the Landlord to decide upon
                                        any of the matters requiring its
                                        decision under sub-clause or

                                      -10-


<PAGE>



                           4.10.5.4     shall be exercised reasonably

                  4.10.6   The Tenant shall not charge a part (as distinct from
                           the whole) of the Property

                  4.10.7   The Tenant shall not charge the whole of the Property
                           except to a bank or similar financial institution for
                           the purpose only of borrowing money on the security
                           of this Lease

                  4.10.8   The Tenant shall not underlet the whole or any part
                           of the Property:

                           4.10.8.1     unless the proposed undertenant has
                                        first covenanted by deed with the
                                        Landlord in such form as the Landlord
                                        may reasonably require that with effect
                                        from the date of the underlease and
                                        during the term thereof
                                        the undertenant will observe and perform
                                        all the provisions of the underlease to
                                        be observed and performed by the
                                        undertenant; nor

                           4.10.8.2     (where the proposed undertenant is a
                                        corporate body and the Landlord
                                        reasonably so requires) without first
                                        procuring a covenant by deed with the
                                        Landlord from two individuals who are or
                                        a company which is acceptable to the
                                        Landlord as surety for the undertenant;
                                        nor

                           4.10.8.3     except by way of a "permitted
                                        underlease"; nor

                           4.10.8.4     (in the case of an underletting of part)
                                        in a unit or units first approved by the
                                        Landlord (such consent not to be
                                        unreasonably withheld or delayed); nor

                           4.10.8.5     without the prior written consent of the
                                        Landlord (which will not be unreasonably
                                        withheld or delayed)

                  4.10.9   A "permitted underlease" is an underlease which

                           4.10.9.1     is granted without any fine or premium

                           4.10.9.2     reserves a rent not less than the
                                        greater of the best rent which the
                                        Tenant ought reasonably to obtain in the
                                        open market upon the grant of such
                                        underlease and the

                                      -11-


<PAGE>

                                        Rent then payable or that reasonably
                                        attributable to the permitted part being
                                        that part of the Property approved by
                                        the Landlord in accordance with Clause
                                        4.10.6.4

                           4.10.9.3     incorporates provisions for the review
                                        of rent at the same times and on the
                                        same basis as in this Lease; and

                           4.10.9.4     is (so far as is consistent with an
                                        underlease) in a form substantially the
                                        same as this Lease except that further
                                        subletting shall be prohibited

                           4.10.9.5     is excluded from the operation of
                                        sections 24-28 of the Landlord and
                                        Tenant Act 1954; and

                           4.10.9.6     would not if granted produce more than
                                        two exclusively occupied units of
                                        accommodation in the Property

                  4.10.10   The Tenant shall enforce and shall not waive or vary
                            the provisions of an underlease and shall operate at
                            the relevant dates of review the rent review
                            provisions contained in an underlease but shall not
                            agree the rent upon such a review without the prior
                            approval of the Landlord

                  4.10.11   The Tenant may share occupation of the Property with
                            a company that is a member of the same group (as
                            defined by Section 42 of the Landlord and Tenant Act
                            1954):

                            4.10.11.1   for so long as both the Tenant and that
                                        company remain members of the same
                                        group; and

                            4.10.11.2   provided that no tenancy is created, and

                            4.10.11.3   provided that within 21 days of such
                                        sharing the Landlord receives notice of
                                        the company sharing occupation and the
                                        address of its registered office
         Notification

                  4.11.1    The Tenant shall upon request from time to time
                            provide within one month all information which the
                            Landlord may request under section 40(1)(a) and (b)
                            of the Landlord and Tenant Act 1954

                  4.11.2    The Tenant shall within 28 days of any assignment
                            charge or


                                      -12-


<PAGE>



                            underlease of or of any other devolution of this
                            Lease or of any interest deriving from this Lease
                            give notice thereof to the Landlord's solicitor
                            produce for registration the original or a certified
                            copy of the document effecting or evidencing such
                            devolution and pay such reasonable registration fee
                            as the Landlord's solicitor may require being not
                            less than (pound)20 (plus VAT)

         4.12     Heating Equipment

                  4.12.1    Not to provide within the Property equipment for the
                            dissipation of heat unless it is of a quality
                            character and design previously approved of in
                            writing by the Landlord's Surveyor and to install
                            such equipment in accordance with the reasonable
                            requirements of the Landlord's Surveyor
         Heating

                  4.12.2    Not at anytime during the Term to install or use
                            heating equipment in the Property for space heating
                            or heating the main water supply therein save with
                            the prior consent of the Landlord's Surveyor
                            equipment using for these purposes a supply of heat
                            from the Landlord's Heating Plant for the Building
                            Provided that the Tenant may use other forms of
                            heating at times when the supply of heat for the
                            said Heating Plant may fail or be reduced below that
                            sufficient to keep the Property and any hot water
                            supply at a reasonable temperature

         4.13     Alterations

                  4.13.1    Not to make any alterations or additions affecting
                            the structure of the Property or its external
                            appearance

                  4.13.2    Not without the Landlord's written consent (which
                            shall not be unreasonably withheld) to make any
                            other alterations or additions to the Property

                  4.13.3    Not to install or erect any exterior lighting shade
                            or awning or place leave or install any merchandise
                            or other things or structure in front of or
                            elsewhere outside the Property


                                      -13-


<PAGE>



                  4.13.4    At the end of the tenancy created by this Lease if
                            so required by the Landlord substantially to
                            reinstate the Property to the same condition as it
                            was in at the date of grant of this Lease such
                            reinstatement to be carried out under the
                            supervision and to the reasonable satisfaction of
                            the Landlord's Surveyor

                  4.13.5    To procure that any alterations or additions to the
                            Property which shall be permitted by the Landlord
                            under paragraph (b) shall be carried out only by
                            contractors first approved in writing by the
                            Landlord (which approval shall not be unreasonably
                            withheld)

         4.14     Signs

                  4.14.1    Not to place on the exterior of the Property any
                            name writing notice sign placard sticker or
                            advertisement

                  4.14.2    To remove if so required by the Landlord's Surveyor
                            any signs placards stickers or advertisements on or
                            inside the windows of the Property which shall in
                            his reasonable opinion detract from the appearance
                            of the Property or the Centre as a whole

         4.15     Deliveries etc

                  4.15.1    Not to load or unload vehicles except in the service
                            roads or servicing areas or yards and in the course
                            of such loading or unloading

                            4.15.1.1    to comply with all reasonable
                                        requirements and regulations of the
                                        Landlord and

                            4.15.1.2    not to cause any unnecessary obstruction

                            4.15.1.3    Not to permit any motor vehicle or
                                        trailer to be parked in the service
                                        roads or servicing areas or yards except
                                        for such period of time as may be
                                        reasonable for loading or unloading or
                                        as may be otherwise permitted by the
                                        Landlord
         4.16     Noisy machinery

         Not to install or use in or upon the Property any machinery or
         apparatus which causes noise or vibration which can be heard or felt in
         adjoining premises or which may cause structural damage


                                      -14-

<PAGE>

         4.17     As to supply services

                  4.17.1    To comply with the requirements and regulations of
                            the statutory authorities or other supply companies
                            with regard to any Service Installation in the
                            Property

                  4.17.2    Not without the Landlord's written consent (which
                            shall not be unreasonably withheld) to carry out the
                            work to any service installation as is referred to
                            in paragraph (a) or make any alteration or extension
                            to it

         4.18     Nuisance

         Not to do anything upon the Property which is or may become a nuisance
         damage or annoyance to the Landlord or to the tenant or occupier of
         other parts of the Centre

         4.19 Use

                  4.19.1    Not to use the whole or any part of the Property

                           4.19.1.1     for any illegal or immoral purpose

                           4.19.1.2     for any offensive noisy or dangerous
                                        trade business or manufacture

                           4.19.1.3     otherwise than as an office

                           4.19.1.4     Not to use the whole or any part of the
                                        Property for any business other than the
                                        business specified in item 8 of the
                                        Particulars or for any class of business
                                        other than the class of business so
                                        specified without the previous written
                                        consent of the Landlord Provided that:

                  4.19.2   the Landlord shall be entitled to withhold its
                           consent referred to in the above clause at its
                           absolute discretion if it is of the opinion that the
                           proposed change would or might adversely affect the
                           tenant-mix of the Centre (that is to say the balance
                           between different businesses and classes of business
                           carried on) whether by causing excessive competition
                           or otherwise

                  4.19.3   subject to clause 4.19.2 the Landlord's consent shall
                           not be unreasonably withheld

                           4.19.3.1     Not to allow any person to reside or
                                        sleep on the


                                      -15-


<PAGE>

                                        Property

                           4.19.3.2     Not to hold any sale by auction on the
                                        Property

                           4.19.3.3     Not to install any automatic vending
                                        machine on any part of the exterior of
                                        the Property

         4.20     Use of Common Parts

         To comply with the Landlord's reasonable regulations as to hours and
         times during which any part of the Common Parts and the Building Common
         Parts shall be closed for servicing cleaning or redecorating or some
         other reasonable purpose

         4.21     Not to invalidate insurance

                  4.21.1   Not (by act or omission) to do anything which may
                           invalidate any insurance policy effected by the
                           Landlord in respect of the Centre including the
                           Property or increase the premium for it

                  4.21.2   To repay to the Landlord all sums paid by way of
                           increased premiums by reason of any breach by the
                           Tenant of paragraph (a)

                  4.21.3   To notify the Landlord in writing within 24 hours of
                           any outbreak of fire in the Property or other event
                           likely to lead to a claim on the Landlord's insurance
                           relating to the Property

         4.22     Tenant's Insurances

                  4.22.1   To maintain in force throughout the term insurance in
                           respect of the Property against liability to third
                           parties for injury to or deaths of any person or
                           damage to any property and to maintain such insurance
                           for the benefit of the Landlord as well as the Tenant
                           and to produce to the Landlord on request the policy
                           relating to any insurance specified in paragraph (a)
                           and the last premium receipt

                  4.22.2   To indemnify the Landlord in respect of any loss or
                           damage which the Tenant is obliged to insure against
                           under this sub- clause

         4.23     Obstruction to access

                  4.23.1   Not to place or leave anything in the Common Parts
                           and the Building Common Parts or otherwise obstruct
                           them

                  4.23.2   To indemnify the Landlord against any damage which
                           may arise by reason of the Landlord (in order to
                           clear fire escape routes or


                                      -16-


<PAGE>



                           otherwise) removing goods placed or left in breach of
                           the covenant in paragraph (a)

                  4.23.3   To make good immediately any damage caused to the
                           Retained Parts and the Building Retained Parts by the
                           Tenant or any employee or licensee of the Tenant

         4.24     Floor loadings

                  4.24.1   Not to overload floors or any other structure of the
                           Property

                  4.24.2   Forthwith to make good to the reasonable satisfaction
                           of the Landlord's Surveyor any damage caused to the
                           Property or the Building by any breach of paragraph
                           (a) hereof

         4.25     Music etc

         Not to play or use any musical instrument or apparatus which reproduces
         sound in the Property so that it can be heard in adjoining premises or
         in the Building if the Landlord shall in its absolute discretion
         consider such sound is undesirable and give written notice to the
         Tenant to that effect

         4.26     Animals

         Not to keep any animal fish reptile or bird in the Property

         4.27     Pests

         To take all practical steps to keep the Property clear of rats mice and
         other pests

         4.28     To pass on Notices

         To supply The Landlord with a copy of any notice affecting the Property
         served on the Tenant by any competent authority (or received by the
         Tenant from any other person) immediately it is received by the Tenant

         4.29 As to Planning Acts

                  4.29.1   To comply with all the requirements under the Acts
                           relating to Town and Country Planning which affect
                           the Property

                  4.29.2   Not without the Landlord's written consent to make
                           any application for planning permission affecting the
                           Property nor to implement any such permission

         4.30     To preserve easements

                  4.30.1   To preserve so far as the Tenant is able all rights
                           of light and


                                      -17-


<PAGE>



                           other easements enjoyed by the Property and at all
                           times to afford to the Landlord such facilities and
                           assistance as may enable the Landlord to prevent
                           anyone acquiring any right of light or other easement
                           over the Property

         4.31     Expenses of the Landlord

                  To pay to the Landlord on an indemnity basis all costs fees
                  charges disbursements and expenses (including without
                  prejudice to the generality of the foregoing those payable to
                  counsel solicitors surveyors and bailiffs) incurred by the
                  Landlord in relation or incidental to:

                  4.31.1   every application made by the Tenant for a consent or
                           approval required or made necessary by the provisions
                           of this Lease whether or not such consent or approval
                           shall be granted or given

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

                  4.31.3   the effecting of any forfeiture not requiring such
                           notice

                  4.31.4   the recovery or attempted recovery of arrears of rent
                           or other sums due from the Tenant

                  4.31.5   any steps taken in contemplation of or in connection
                           with the preparation and service of all notices and
                           schedules (whether statutory or otherwise) relating
                           to wants of repair to the Demised Premises or other
                           breaches of the Tenant's covenants in this Lease
                           whether served during or after the expiration of the
                           Term and the inspection and supervision of any works
                           required to be done

         4.32     Regulations and Refuse

                  4.32.1   To comply with all such regulations (consistent with
                           the terms of this Lease) for the proper management of
                           the Centre or the comfort or convenience of its
                           occupiers or the control or security



                                      -18-

<PAGE>



                           of the Common Parts and the Building Common Parts and
                           other Retained Parts as the Landlord shall make from
                           time to time and communicate in writing to the Tenant

                  4.32.2   In particular to comply with such regulations as are
                           referred to in clause 4.32.1 with regard to car
                           parking and the disposal of refuse and also to comply
                           with all requirements of any interested authority as
                           to refuse disposal

         4.33     Discharge private sewers

                  4.33.1   Not to discharge any trade effluent as defined by the
                           Public Health (Drainage of Trade Premises) Act 1937
                           as amended (or any re-enactment of the same) from the
                           Property into any private sewers for the time being
                           serving the same without the consent of the Landlord
                           and any competent authority and then subject to such
                           conditions as may be imposed including the charges
                           for treatment

                  4.33.2   Not to allow anything but water to be discharged into
                           any surface water sewer serving the Property

         4.34     Security and fire alarms

                  4.34.1   To permit the duly authorised employees and agents of
                           the Landlord and any security company which is
                           responsible for maintaining any fire alarm systems in
                           the Centre to enter the Property upon reasonable
                           notice during the usual business hours for the
                           purpose of servicing and maintaining such systems
                           Provided that the Landlord or security company
                           respectively shall make good any damage to the
                           Property

                  4.34.2   To maintain repair and when necessary renew any fire
                           alarms and ancillary equipment installed in the
                           Property by the Landlord

                  4.34.3   Not to make any connections to any alarm systems
                           provided by the Landlord without the prior written
                           consent of the Landlord's Surveyor and then not to
                           install in the Property any equipment or apparatus
                           which is intended to be an extension of any such fire
                           alarm system other than such apparatus or equipment
                           as is


                                      -19-


<PAGE>



                           compatible with the Landlord's equipment comprising
                           that system

         4.35     Keys and Signs

         At the end of the tenancy created by this Lease to give up all keys of
         the Property to the Landlord and remove all lettering and signs put up
         by the Tenant in the Property and forthwith to make good an y damage
         caused by such removal

         4.36 VAT

         In addition to the rents fees and other
         sums payable by the Tenant under this Lease to pay any Value Added Tax
         (or any substituted or similar tax) which is now or may become payable
         in respect of any such rents fees and other sums

5.       LANDLORD'S COVENANTS

         The Landlord covenants with the Tenant as follows:

         5.1      Quiet Enjoyment

         That as long as the Tenant pays the rent and complies with the terms of
         the Lease the Tenant may enjoy the Property peaceably during the term
         without any interruption by the Landlord or any person lawfully
         claiming under or in trust for the Landlord

         5.2 To insure

                  5.2.1    To keep the Building (including the Building Retained
                           Parts) and a sum to cover two years' rents insured
                           against fire and such other perils as the Landlord
                           may from time to time reasonably insure against such
                           insurance to be effected with a substantial and
                           reputable insurance office for the full reinstatement
                           value (including the cost of demolition and all
                           necessary professional fees in connection with
                           reinstatement)

                  5.2.2    In case of damage to the Building or any part of it
                           to apply any insurance money received by the Landlord
                           under the insurance referred to in paragraph (a) in
                           reinstating such damage as quickly as reasonably
                           practicable

         5.3      To provide services

         Within the Centre

                  5.3.1    To keep the Common Parts and Service Installations
                           serving the

                                      -20-


<PAGE>



                           Centre which are not the liability for repair of any
                           tenant or other occupier of Property therein
                           adequately repaired maintained cleaned and lighted
                           until these may be declared maintainable at the
                           public expense

Within the Building

                  5.3.2    To keep those parts of the Building including the
                           Building Common Parts which are not the liability for
                           repair of any tenant or other occupier thereof and in
                           particular the exterior and main structure and roof
                           of the Building and the Service Installation serving
                           it adequately repaired maintained decorated and
                           cleaned and to clean light and heat the Building
                           Common Parts and to provide heating to the areas of
                           the Building intended for letting to at least the
                           standard required under any statutory provisions for
                           office premises and to maintain an adequate supply of
                           hot water to the wash hand basins in the toilets of
                           the Building and other equipment and supplies in such
                           toilets as may be reasonable

6.       PROVISOS

         The Parties agree that the lease is subject to the following
         provisions:

         6.1      Landlord's right of re-entry

         In any of the following events:

                  6.1.1    If any rent or other sum due under this Lease is
                           unpaid for 28 days after becoming due (whether
                           formally demanded or not)

                  6.1.2    If there is a breach of any of the Tenant's covenants
                           contained in this Lease

                  6.1.3    If the Tenant (being an individual) becomes bankrupt
                           or makes any composition with his creditors or (being
                           a company) enters into liquidation (except voluntary
                           liquidation for the purpose of reconstruction or
                           amalgamation) or has a receiver appointed

                  6.1.4  if execution is levied on goods in the Property Then
                         the Landlord may re-enter the Property and the tenancy
                         created by this Lease shall immediately come to an end
                         and the re-entry shall not prejudice any of the
                         Landlord's other rights and remedies


                                      -21-


<PAGE>



         6.2      Suspension of rent

                  6.2.1     If the whole or any part of the Property or its
                            essential accesses or services are destroyed or
                            damaged by fire or any other risk covered by the
                            Landlord's insurance so as to render the Property
                            unfit for use then (unless the insurance money or
                            any part thereof is irrecoverable by reason of any
                            act or default of the Tenant) the rent or a fair
                            proportion of it according to the nature and extent
                            of the damage shall be suspended until the date that
                            the Property with the essential accesses and
                            services is again fit for occupation

                  6.2.2    Any dispute concerning this sub-clause shall be
                           referred to arbitration in the manner specified in
                           clause 7

                  6.2.3    Clause 6.2.1 above shall not apply if the Property
                           with its essential accesses and services are repaired
                           or reinstated within two weeks after the occurrence
                           of the damage in question

         6.3      Landlord's right to alter the premises

                  6.3.1    The Landlord shall be entitled to alter add to and
                           execute works on other parts of the Centre or
                           adjoining or nearby premises of the Landlord
                           (including if necessary work on the part of the
                           building above the Property and the erection of
                           scaffolding in front of the Property) notwithstanding
                           that the access of light and air to the Property may
                           be interfered with

                  6.3.2    The Landlord shall be entitled to alter the Common
                           Parts and the Building Common Parts but not so as to
                           render the access to or amenities of the Property
                           substantially less convenient for the Tenant

         6.4      Accidents

                  6.4.1    The Landlord shall not be responsible to the Tenant
                           or the Tenant's licensees nor to any other person in
                           the Property:

                           6.4.1.1      for any accident happening or injury
                                        suffered in the Property

                           6.4.1.2      for any damage or loss of any goods or
                                        property sustained in the Property


                                      -22-


<PAGE>



                  6.4.2    The Landlord shall not be responsible to the Tenant
                           or the Tenant's licensees nor to any other person in
                           the Centre:

                           6.4.2.1      for any accident happening or injury
                                        suffered in the Centre

                           6.4.2.2      for any damage or loss of any goods or
                                        property sustained in the Centre

         Except where due to the negligence of any employee of the Landlord

         6.5 As to goods left on the Property

         If at the end of the tenancy any furniture or effects belonging to the
         Tenant are left in the Property for more than 14 days the Landlord
         shall have the power to remove them and to sell the same as agent for
         and on behalf of the Tenant and the Landlord shall pay or account to
         the Tenant on demand for the proceeds of sale (but not any interest
         thereon) less any costs of storage and sale reasonably incurred by the
         Landlord

         6.6      Without prejudice to the
                  generality of the covenants by the Tenant
                  hereinbefore contained it is agreed that (a) in the event of
                  the service of a notice under any statutory provision
                  requiring by reason of anything done or permitted on the
                  Property during the term the execution of works therein or (b)
                  in the event of the need for structural repairs to the
                  Property in common with other adjoining or neighboring
                  Property belonging to the Landlord the Landlord may if it
                  shall so desire elect to execute such works and the Tenant
                  will on demand refund to the Landlord the proper and
                  reasonable costs of such works as shall be certified by the
                  Landlord's Surveyor. If the Landlord shall elect to execute
                  the aforesaid works then the Tenant shall afford to the
                  Landlord all necessary access to the Property and other
                  facilities for the purpose of carrying out the said works

         6.7.1    Where in this sub-clause the following emboldened words
                  commence with capital letters they have the following meanings
                  unless the context otherwise requires:

                           Review Dates

                           1st October 2004 and each subsequent fifth
                           anniversary of that date


                                      -23-


<PAGE>



                           Review Date

                           Any One of the Review Dates

                           Relevant Review Date

                           The Review Date by reference to which Rent is being
                           reviewed

                           Restrictions

                           Restrictions imposed by an Authority which operate to
                           impose any limitation in relation to the review of
                           rent or the collection of any increase in rent


                           Open Market Rent

                           As defined in Clause 6.7.4.

                  6.7.2    Time is not of the essence except where specified

                  6.7.3    With effect from each Review Date the Rent shall be
                           the amount payable (but for any abatement of Rent)
                           immediately prior to that Review Date or (if greater)
                           the Open Market Rent as agreed or determined under
                           this clause 6.7

                  6.7.4    "Open Market Rent" means the best yearly rent at
                           which the Property might reasonably be expected to be
                           let at the Relevant Review Date by a willing landlord
                           assuming that:

                           6.7.4.1      the Property is available to let as a
                                        whole to a willing tenant with vacant
                                        possession on the open market without a
                                        fine or premium under a lease for a term
                                        of fifteen years but commencing on the
                                        Relevant Review Date including
                                        provisions for review of rent on the
                                        Review Dates and otherwise on the same
                                        terms as this Lease (except as to the
                                        amount of the Rent)

                           6.7.4.2      the willing tenant has had the benefit
                                        of a rent free period of occupation of
                                        such length as would be granted in the
                                        open market and that this period has
                                        expired immediately before the Relevant
                                        Review Date

                           6.7.4.3      the covenants and provisions of this
                                        Lease on the part of the Landlord and
                                        the Tenant have been fully performed
                                        and observed


                                      -24-


<PAGE>



                           6.7.4.4      the Property may be used for any purpose
                                        (in addition to the Permitted Use) which
                                        is at the Relevant Review Date permitted
                                        under the Town and Country Planning Act
                                        1990 or any Act in re-enactment thereof
                                        or in substitution therefor

                           6.7.4.5      if the Property has been destroyed or
                                        damaged it has been fully restored

                           6.7.4.6      the Property is fully fitted out and
                                        equipped to the requirements of a
                                        willing tenant and is available for
                                        immediate beneficial occupation and use

                           6.7.4.7      no work has been carried out to the
                                        Property (unless by the Landlord or a
                                        superior landlord) which has diminished
                                        its rental value

                           6.7.4.8      every prospective willing landlord and
                                        willing tenant is able to recover VAT
                                        in full

                  6.7.5        but disregarding:

                           6.7.5.1      any effect on rent of the fact that the
                                        Tenant any undertenant or any of their
                                        respective predecessors in title have
                                        been in occupation of the Property

                           6.7.5.2      any goodwill attached to the Property by
                                        reason of the carrying on of the
                                        business of the Tenant any undertenant
                                        or any of their predecessors in title

                           6.7.5.3      any effect on rent of the Restrictions

                           6.7.5.4      any adverse effect upon rent of any
                                        temporary works operations or other
                                        activities on any adjoining or
                                        neighbouring property

                           6.7.5.5      any effect on rent attributable to any
                                        improvement to the Property carried out
                                        not more than ten years before the
                                        Relevant Review Date with consent where
                                        required and otherwise than in pursuance
                                        of an obligation to the Landlord or its
                                        predecessors in title to the extent only
                                        that such improvement has been carried
                                        out without


                                      -25-


<PAGE>



                                        cost to the Landlord or its predecessors
                                        in title and that such improvement was
                                        completed either during the Term or
                                        during any period of occupation prior to
                                        the commencement of the Term arising out
                                        of an agreement to grant this Lease

                           6.7.6.1      The Landlord may serve upon the Tenant
                                        notice during the period of nine months
                                        before or at any time after a Review
                                        Date requiring the Rent to be increased
                                        with effect from that Review Date or
                                        stating that the Rent is not to be
                                        increased

                           6.7.6.2      If the Landlord serves notice requiring
                                        the Rent to be increased ("Review
                                        Notice") the Landlord and the Tenant
                                        shall endeavour to agree the Open Market
                                        Rent as at the Relevant Review Date

                           6.7.6.3      If the Landlord and the Tenant do not
                                        agree the Open Market Rent within three
                                        months after service of a Review Notice
                                        or by the date three months before the
                                        Relevant Review Date (whichever is the
                                        later) either may by notice to the other
                                        require the Open Market Rent as at the
                                        Relevant Review Date to be determined
                                        by a Chartered Surveyor having at least
                                        ten years' experience in assessing the
                                        rental value of premises similar to the
                                        Property and acting as a single
                                        arbitrator

                           6.7.6.4      If the Landlord and the Tenant do not
                                        agree on the joint appointment of an
                                        arbitrator the arbitrator shall be
                                        nominated on the joint application of
                                        the Landlord and the Tenant (or if
                                        either of them neglects to concur in
                                        such application then on the sole
                                        application of the other) by the
                                        President or other chief officer or
                                        acting chief officer for the time being
                                        of the Royal Institution of Chartered
                                        Surveyors

                           6.7.6.5      The arbitrator shall act as an
                                        arbitrator in accordance



                                      -26-

<PAGE>


                                        with the Arbitration Acts 1950-1979

                           6.7.6.6      The arbitrator shall within three months
                                        of his appointment or within such
                                        extended period as the Landlord may
                                        agree give the Landlord and the Tenant
                                        written notice of the amount of the
                                        Open Market Rent as determined by him
                                        but if he does not or if for any reason
                                        it becomes apparent that he will not be
                                        able to complete his duties in
                                        accordance with his appointment the
                                        Landlord and the Tenant may agree upon
                                        or either of them may apply for the
                                        appointment of another arbitrator (which
                                        procedure may be repeated as often as
                                        necessary) pursuant to the provisions of
                                        this Clause 6.7

                           6.7.6.7      The costs of the arbitrator including
                                        those incidental to his appointment
                                        shall be borne by the Landlord and the
                                        Tenant in such manner as the arbitrator
                                        determines

                  6.7.7    Where the Rent payable with effect from a Review Date
                           is not ascertained prior to that Review Date the
                           Tenant shall:

                           6.7.7.1      with effect from the Relevant Review
                                        Date pay an "Interim Rent" at the rate
                                        at which Rent was payable (ignoring any
                                        abatement) immediately prior to that
                                        Review Date; and

                           6.7.7.2      if the Rent when ascertained exceeds the
                                        Interim Rent then within seven days of
                                        the Rent being ascertained ("the
                                        Payment Date") pay to the Landlord an
                                        amount equal to the aggregate of the
                                        sums by which each quarterly installment
                                        of Rent would have exceeded each
                                        instalment of Interim Rent had the Rent
                                        been ascertained by the Relevant Review
                                        Date together with interest on each of
                                        those sums from the date it would have
                                        been due to the Payment Date at a rate
                                        2% above the current Barclays Bank plc
                                        base lending rate from



                                      -27-


<PAGE>


                           time to time

                  6.7.8    Where Restrictions are in force at a Review Date the
                           Landlord may (whether or not Rent has been agreed or
                           determined with effect from that Review Date) give
                           notice to the Tenant at any time but not later than
                           28 days (in respect of which time is of the essence)
                           after such Review Date postponing that Review Date
                           until such later date (being not later than the next
                           following Review Date) as the Landlord may
                           subsequently by not less than three months' prior
                           notice specify and in that event the Rent payable
                           immediately prior to the Review Date that is
                           postponed shall (notwithstanding any review that may
                           have taken place as at that Review Date) continue to
                           be the Rent payable until increased upon review at
                           the postponed or (as the case may be) a subsequent
                           Review Date

                  6.7.9    Where Rent is increased with effect from a Review
                           Date the Landlord and Tenant shall (at their own
                           cost) sign memoranda thereof in such form as the
                           Landlord may reasonably require for annexation to
                           both the original and counterpart of this Lease

         6.8      In this clause 6.8 "Determination Date" means 30th September
                  2004

                  6.8.1    If the Tenant wishes to determine this Lease on the
                           Determination Date it must:

                           6.8.1.1      serve notice upon the Landlord not
                                        earlier than twelve months and not later
                                        than six months before the Determination
                                        Date (time being of the essence) of its
                                        intention to determine this Lease;

                           6.8.1.2      pay the Rent and perform and observe the
                                        covenants on the part of the Tenant
                                        contained in this Lease up to the
                                        Determination Date; and

                           6.8.1.3      yield up the Property on the
                                        Determination Date with vacant
                                        possession and otherwise in accordance
                                        with the provisions of this Lease

                  6.8.2    Subject to compliance with clause 6.8.1 of this Lease
                           shall


                                      -28-


<PAGE>



                           determine upon the Determination Date but without
                           prejudice to the rights of any party against another
                           in respect of any antecedent breach of covenant

                  6.8.3    Upon the Determination Date the Tenant shall hand
                           over to the Landlord the original Lease any land
                           certificate and all other title deeds and documents
                           relating to the Property and shall execute such
                           document as the Landlord shall reasonably require in
                           order to cancel any entry or title at H M Land
                           Registry

         6.9      The marginal notes shall not affect the construction of this
                  Lease

7.       ARBITRATION

         Wherever in this Lease there is provision for reference to arbitration
         then in the absence of any express contrary provision such reference
         shall be made in accordance with the Arbitration Acts 1950 to 1979 or
         any statute amending or replacing it to the determination of a single
         arbitrator (who shall so far as reasonably possible be a person
         experienced in the letting of premises similar to that the subject of
         this Lease to be agreed upon by the parties or failing agreement
         appointed by the President of the Royal Institution of Chartered
         Surveyors (or if the President is not available or is unable to make
         such appointment then by the Vice-President or next senior official of
         the Institution then available and able to make such appointment or if
         no such officer shall be available and able then by such officer of
         such professional body of surveyors as the Landlord shall reasonably
         designate)

8.       GUARANTEE

         The Guarantor covenants with and guarantees to the Landlord:

         8.1      That the Tenant shall duly pay the rents in manner prescribed
                  in this Lease and will comply with all the terms of this Lease
                  and that the Guarantor will make good to the Landlord on
                  demand all losses costs damages and expenses occasioned to the
                  Landlord by any default of the Tenant in paying the rents or
                  complying with the terms Provided that any neglect or
                  forbearance by the Landlord in enforcing or giving time to the
                  Tenant for payment of the rents or compliance with the terms
                  of this Lease shall not affect the liability of the Guarantor


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<PAGE>



         8.2      That in the event of the Tenant becoming bankrupt or entering
                  into liquidation and the trustee in bankruptcy or liquidator
                  disclaiming this Lease and the Landlord within two months
                  after the disclaimer serving upon the Guarantor a notice to do
                  so the Guarantor will accept from the Landlord a Lease of the
                  Property for a term equal to the residue then remaining
                  unexpired of the term granted by this Lease but otherwise on
                  the same terms as this Lease

9.       Certificate

         It is hereby certified by the parties that there is no agreement for
         lease to which this Lease gives effect

IN WITNESS whereof the parties to these presents have caused their respective
Common Seals to be affixed to this Deed the day and year first before written



                                      -30-


<PAGE>



                                  THE SCHEDULE

1.       The Service Charge to be paid by the Tenant under the terms of this
         Lease is to be calculated in two parts. First the Tenant shall
         contribute (together with other occupiers of the property within the
         Centre) to the maintenance of the Centre and the services provided
         therein by the Landlord for the benefit of the Centre those that occupy
         property therein and those that visit it and Secondly the Tenant shall
         contribute (together with the other occupiers of the Building) to the
         maintenance of the Building and the provision of services therein by
         the Landlord pursuant to clause 5.3 of this Lease and for the benefit
         of those that occupy the Building and those that visit it the Tenant's
         contributions as aforesaid to be calculated as appears herein

         1.1       "the Expenditure" means the Expenditure described in
         paragraph 1.4 and may (at the discretion of the Landlord) include a
         reasonable sum by way of provision for future Expenditure on such
         items in paragraph 1.4 as call for Expenditure of a periodically
         recurring but short term nature whether such expenditure is likely to
         be incurred during or after the end of the tenancy and shall be
         expressed in two parts the first being the expenditure attributable to
         the Centre excluding the Building (the Centre Exhibition) and the
         second the Expenditure limited to the Building and incurred for the
         benefit of solely those who occupy it (or parts of it) or visit it
         (the Building Expenditure)

         1.2       "Chargeable Unit" means a separate unit in the Centre
         which is let or intended for letting so that all the Chargeable units
         in the Centre (which include those within the Building) together
         comprise all the services in the Centre except the Retained Parts and
         the Building Retained Parts

         1.3        "Floor Area" means in relation to any Chargeable Unit the
         total internal floor area measured inside the boundary walls except in
         the case of a shop front where the measurement shall be taken from the
         boundary of the Property

         1.4       "The Tenant's Proportion" means the proportion of the Centre
         Expenditure and the Building Expenditure attributable to the Property
         as determined



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<PAGE>



                  from time to time by the Landlord's Surveyor in accordance
                  with paragraph 1.5

         1.5      "The Landlord's "Account year"" means a year ending on the
                  31st March or such annual period as the Landlord may at its
                  discretion determine from time to time and notify in writing
                  to the Tenant

2.       Basic Charge

         The Basic Service Charge shall be the yearly sum specified in item 1.7
         of the Particulars or such other yearly sum as the Landlord's Surveyor
         may from time to time determine as being fair and reasonable and notify
         in writing to the Tenant and shall comprise the two elements of the
         service charge as set out before

3.       Adjustments

         As soon as practicable after the end of each Landlord's Account Year
         the Landlord shall deliver to the Tenant a statement showing in
         reasonable detail the Centre Expenditure and the Building Expenditure
         for such year and showing the Tenant's Proportion of such Expenditure
         shown by such statement shall exceed the Basic Service Charge paid in
         respect of such Landlord's Account Year the Tenant shall immediately
         pay to the Landlord the amount of such excess. If the Tenant's
         Proportion of such total Expenditure shall be less than the Basic
         Service Charge paid in respect of such Landlord's Account Year then the
         Landlord shall allow to the Tenant off the next payment of rent (or if
         the tenancy has come to an end shall immediately pay to the Tenant) the
         amount of such difference. These Provisions shall continue to apply
         notwithstanding the tenancy has come to an end but only in respect of
         the period down to the end of the tenancy

4.       Expenditure

         The Expenditure comprises the cost properly incurred by the Landlord in
         respect of the Centre and the Building in discharging its obligations
         under clauses 5.2 and 5.3 of this Lease and providing other services
         and in particular (but is not limited to) the following items or such
         of them as may from time to time be applicable

         (a) repairing renewing and maintaining (including cleaning painting and
         decorative treatment and periodic washing) the Retained Parts and the
         Building Retained Parts

         (b) insurance against third party employer's and public liability in
         respect of


                                      -32-


<PAGE>


         the Retained Parts

         (c) such further insurances as the Landlord may reasonably effect in
         respect of the Building and the Centre and any lifts boilers or other
         apparatus therein

         (d) maintaining operating and replacing any signs loudspeakers or
         public address systems in the Retained Parts and the
         Building Retained Parts

         (e) maintaining repairing and replacing fire prevention and fire
         warning equipment in the Retained Parts and the Building Retained Parts
         and such security systems in the Building and the Centre as a whole and
         the cost of answering any false alarm calls where these cannot be
         recharged against the Tenant or other tenants of premises in the Centre

         (f) Providing staff for servicing and managing the Centre such cost to
         include insurance pensions and welfare contributions benefits in kind
         and provision of clothing

         (g) all charges assessments impositions and other outgoings (other than
         rent) payable by the Landlord in respect of the Centre as a whole or
         any part of the Retained Parts or Building Retained Parts

         (h) the cost of
         providing and maintaining any plants shrubs trees grassed areas flowers
         furniture or furnishings or feature in the Centre

         (i) the cost of collecting storing and disposing of refuse

         (j) the cost of and incidental to compliance by the Landlord with:

                  (i) any notice regulations or order of any competent authority
                  and

                  (ii) any requirement of any present or future Act of
                  Parliament Order Byelaw or Regulations in respect of the
                  Centre as a whole or of the Retained Parts

         (k) the reasonable and proper fees and expenses of the Landlord's
         Surveyor and any other person or firm employed by the Landlord for the
         general management of the Centre (or if any such person is an employee
         of the Landlord then a reasonable fee to the Landlord for such work)

         (1) all fees and expenses payable to any surveyor accountant or other
         agent in connection with the preparation and audit of any service
         account (or if such work is undertaken by an employee of the Landlord
         then a reasonable fee to the Landlord for such work)



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<PAGE>


5.       Tenant's Proportioned Expenditure

         In determining the Tenant's Proportion the Landlord's Surveyor shall
         calculate

         5.1      (as to the Centre) the floor area of the Chargeable Units
                  within the Centre at the end of the Landlord's Account Year
                  and the proportion of the floor area of the Property to this
                  total shall be the proportion of the Centre Expenditure to be
                  met by the Tenant and

         5.2      (as to the Building) the total floor area of the Chargeable
                  Units within the Building at the end of the Landlord's Account
                  Year and the proportion of the floor area of the Property to
                  this total shall be the proportion of the Building Expenditure
                  to be met by the Tenant

         AND the total of the Tenant' proportion of the Expenditure in respect
         of the Centre and the Building calculated under the provisions of parts
         .1 and .2 above is the Service Charge to be paid by the Tenant for the
         respective Landlord's Account Year

6.       Certificate

         Each annual statement of Expenditure shall be certified by the
         Landlord's Surveyor and a duly certified copy of such statement shall
         be evidence for the purposes of this Lease of the matters covered by
         such statement but the Landlord shall upon request permit the Tenant to
         inspect at any time up to two months of the delivery of a statement the
         vouchers and receipts for items included in it

7.       No implied obligations

         The inclusion of a service in the list contained in paragraph 4 shall
         not imply an obligation on the part of the Landlord to provide such
         service



Seal                                   (THE COMMON SEAL of PREMIER
                                       (RESEARCH WORLDWIDE LIMITED
                                       (was hereunto affixed in the presence of:


                                       Director

                                       /s/ signature illegible



                                       Director/Secretary

                                       /s/ signature illegible



                                      -34-