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Sample Business Contracts

UK-Derby-New Enterprise House Lease - Howtin Investment Ltd. and uDate.com Ltd.

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

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                             DATED 2ND OCTOBER 2000
                                   -----------



                            HOWTIN INVESTMENT LIMITED



                                       TO



                                UDATE.COM LIMITED





                                    L E A S E



                                       OF



                     PART 2ND FLOOR EXTENDING TO 4,054 SQ FT
                        PREMISES AT NEW ENTERPRISE HOUSE
                            ST. HELENS STREET, DERBY


<PAGE>   2


<TABLE>
<CAPTION>
THIS DEED OF LEASE is made the   2nd      day of    October    2000
                               ----------        -------------
1.      PARTICULARS
<S>     <C>    <C>                          <C>
        1.1.   1.1.1. the Landlord          HOWTIN INVESTMENTS LIMITED (Company
                                            Number SC 105034) of Nocton Rise Lincoln LN4 2AF
               1.1.2. the Tenant            UPDATE.COM LIMITED
                                            Mill Cottage, Mercaston, Derbyshire
                                            DE6 3BL
        1.2.   the Building                 The building or buildings known as New
                                            Enterprise House St. Helens Street Derby
                                            of which the Premises form part
        1.3.   the Premises                 ALL THOSE offices situate on the second
                                            floor of the building as more particularly
                                            defined in the First Schedule
        1.4.   Contractual Term             One year from 1st April 2000
        1.5.   Rent Commencement Date       1st August 2000 or such earlier date as
                                            occupation shall commence
        1.6.   Rent                         Thirty nine thousand five hundred
                                            and twenty six pounds and fifty
                                            pence ((pound)39,526.50) p.a.
        1.7.   Interest Rate                4% per year above the
                                            base lending rate of National
                                            Westminster Bank Plc or such other
                                            bank (being a member of the
                                            Committee of London and Scottish
                                            Bankers) as the Landlord may from
                                            time to time nominate in writing.
        1.8.   User                         Professional Offices
        1.9.   Service Charge Percentage    33.39% subject to the provisions for
                                            Variation contained in the Fifth Schedule
        1.10.  Initial Provisional Service
               Charge                       For the first year of the term
                                            (pound)2,88 per square foot of the
                                            net internal floor area of the
                                            Premises making a total of
                                            (pound)11,675.52 (capped at this
                                            figure for the first year of the
                                            term)
</TABLE>



                                        2
<PAGE>   3
<TABLE>
<S>     <C>    <C>                          <C>
        1.11.   Additional Right            The right for the Tenant and all those
                                            authorized by the Tenant at all times to
                                            use eight car parking spaces in the car Park
                                            of the building such car parking spaces being
                                            those which the Landlord may from time to time
                                            designate in writing
</TABLE>

                                       3
<PAGE>   4


2.      DEFINITIONS

        2.1.    The terms defined in clauses 1 and 2 and Part A of the Fifth
                Schedule paragraph 1 of the Sixth Schedule shall for all
                purposes of this Lease have the meaning specified

        2.2.    "the Accountant" means any chartered accountant appointed by the
                Landlord (including any employee of the Landlord or a Group
                Company) to perform any of the functions of the Accountant under
                this Lease

        2.3.    "Adjoining Property" means any neighboring or adjoining land or
                premises (excluding the Building) in which the Landlord or Group
                Company has a freehold or leasehold interest or in which during
                the Term the Landlord (or a Group Company) shall have acquired a
                freehold or leasehold interest

        2.4.    "Group Company" means a company that is a member of the same
                group as the Landlord within the meaning of Section 42 of the
                1954 Act

        2.5.    "Interest" means interest during the period from the date on
                which the payment is due to the date of payment both before and
                after any judgement at the Interest Rate then prevailing or
                should the base rate referred to in clause 1.7 cease to exist
                such other rate of interest as is most closely comparable with
                the Interest Rate to be agreed between the parties or in default
                of agreement to be determined by arbitration in accordance with
                and subject to the provisions for the arbitration Acts 1950 and
                1979 and any statutory modification or re-enactment thereof for
                the time being in force

        2.6.    "the 1954 Act" means the Landlord and Tenant Act 1954 and all
                statutes regulations and orders included by virtue of clause
                3.13

        2.7.    "the Office Covenants" means the covenants set out in the Fourth
                Schedule

        2.8.    "Other Buildings" means all buildings now or at any time during
                the Term executed on Adjoining Property

        2.9.    "Pipes" mean all pipes sewers drains mains ducts conduits
                gutters watercourses wires cables channels flues and all other
                conducting media for provision of water soil gas electricity air
                stream oil telephone and telecommunications and other services
                and supplies including any fixings louvres cowls and any other
                ancillary apparatus



                                       4
<PAGE>   5

        2.10.   "Common Part" means the kitchen and rest room on the ground
                floor of the Building the access leading thereto the car park
                pedestrian ways forecourts landscaped area front and rear
                entrance halls toilets landings lifts lift shafts staircases
                passages and other areas which are from time to time during the
                Term provided by the Landlord for common use and enjoyment by
                the Tenant and the occupiers of the Building and all persons
                expressly or by implication authorised by them the Tenant having
                the right to use the same

        2.11.   "Permitted Parts" means any part of the Premises approved by the
                Landlord

        2.12.   "Plan" means the plan or plans annexed to this Lease

        2.13.   "the Planning Acts" mean the Town and Country Planning Act 1990
                and all statutes regulations and orders included by virtue of
                clause 3.13

        2.14.   "Rent" does not include the Service Charge but the term "rents"
                includes Rent and the Service Charge

        2.15.   "the Surveyor" means any chartered surveyor appointed by the
                Landlord (including an employee of the Landlord or a Group
                Company) to perform any of the functions of the surveyor under
                this Lease

        2.16.   "the Tenant's Covenants" means the covenants and conditions
                contained or referred to in clause 5 and the Office Covenants

3.      INTERPRETATION

        3.1.    The expressions "the Landlord" and "the Tenant" wherever the
                context so admits include the person for the time being entitled
                to the reversion immediately expectant on the termination of the
                Term and the Tenant's successors in title respectively and any
                reference to a superior landlord includes the Landlord's
                immediate reversioner (and any superior landlords) at any time

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

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



                                       5
<PAGE>   6

        3.4.    The expression "Guarantor" includes not only the person referred
                to in clause 1.1.3 (if any) but also any person who enters into
                covenants with the Landlord pursuant to clauses 5.9.5 or 5.23

        3.5.    The expression "the Term" includes the Contractual Term and any
                period of holding-over or extension or continuance of the
                Contractual Term whether by statute or common law but not so
                that thereby the Tenant shall incur any liability as original
                lessee if he shall not be the tenant in actual occupation upon
                any such continuation or holding-over

        3.6.    References to "the last year of the Term" include the last year
                of the Term if the Term shall determine otherwise than by
                effluxion of time and references to "the expiration of the Term"
                include such other determination of the Term

        3.7.    References to any right of the Landlord to have access to the
                Premises shall be construed as extending to a superior landlord
                and any mortgage of the Premises and to all persons authorised
                by the Landlord and any such superior landlord or mortgagee
                (including agents professional advisers contractors workmen and
                others) where such superior lease or mortgage grants such rights
                to access to the superior landlord or mortgagee

        3.8.    Any covenant by the Tenant not do to an act or thing shall be
                deemed to include any obligation not to knowingly permit or
                suffer such act or thing to be done by anyone authorised by the
                Tenant to be present upon the Premises

        3.9.    Any provisions in this Lease referring to the consent or
                approval of the Landlord shall be construed as also requiring
                the consent or approval of any such superior landlord aforesaid
                (if any) where such consent shall be required but on the basis
                that any such superior landlord shall not unreasonably refuse
                any such consent or approval

        3.10.   References to "consent of the Landlord" or words to similar
                effect mean a consent in writing signed by or on behalf of the
                Landlord and to "approved" and "authorised" or words to similar
                effect mean (as the case may be) approved or authorised in
                writing by or on behalf of the Landlord

        3.11.   The terms "the parties" or "party" mean the Landlord and/or the
                Tenant but except where there is an express indication to the
                contrary exclude the Guarantor



                                       6
<PAGE>   7

        3.12.   "Development" has the meaning given by the Planning Acts

        3.13.   Any reference to a specific statue include any statutory
                extension or modification amendment or re-enactment of such
                statute and any regulations or orders made under such statute
                and any general reference to "statute" or "statutes" includes
                any regulations or orders made under such statute or statutes

        3.14.   The clause paragraph and schedule headings do not form part of
                this Lease and shall not be taken into account in its
                construction or interpretation

4.      DEMISE

        The Landlord demises to the Tenant the Premises TOGETHER with the
        Additional Right and the right specified in the Second Schedule but
        EXPRECTING AND RESERVING to the Landlord the right specified in the
        Third Schedule TO HOLD the Premises to the Tenant for the Contractual
        Term SUBJECT to all rights easements privileges restrictions covenants
        and stipulations of whatever nature affecting the Premises YIELDING AND
        PAYING to the Landlord:

        4.1.    The Rent payable without any deduction by equal quarterly
                payments in advance on the usual quarter days in every year and
                proportionately for any period of less than a year first such
                payment being a proportionate sum in respect of the period from
                and including the Rent Commencement Date to and including the
                day before the quarter day next after the Rent Commencement Date
                to be paid on the date of this Lease and

        4.2.    By way of further rent the Service Charge payable in accordance
                with the Fifth Schedule

5.      THE TENANT'S COVENANTS

        The Tenant covenants with the Landlord:

        5.1.    RENT

                To pay the rents on the days and in the manner set out in this
                Lease and not to exercise or seek to exercise any right or claim
                to withhold rent or any right or claim to legal or equitable
                set-off save in respect of overpayment of the rents erroneously
                made by the Tenant

                                       7
<PAGE>   8

        5.2.    Outings and VAT

                To pay and to indemnify the Landlord against:

                5.2.1   all rates taxes assessments duties charges impositions
                        and outgoings which are now or during the Term shall be
                        charged assessed or imposed upon the occupier of the
                        Premises of a periodical or recurring nature or upon the
                        owner or occupier of them (except such payment which
                        become due as a result of a dealing with the
                        reversionary interest of the Landlord in the Premises);
                        and

                5.2.2   Value Added Tax (or any tax of a similar nature that may
                        be substituted for it or levied in addition to it)
                        chargeable (whether required by statute or at the
                        Landlord's election) in respect of the rents or any
                        other payment made by the Tenant under any of the terms
                        of or in connection with this Lease or in respect of any
                        payment made by the Landlord where the Tenant agrees in
                        this Lease to reimburse the Landlord for such payment
                        PROVIDED THAT nothing in this Lease shall require the
                        Tenant to pay Value Added Tax on the amount of any Value
                        Added Tax charged to the Landlord by third parties

        5.3.    REPAIR CLEANING DECORATING ETC

                5.3.1   To repair the Premises and keep them in repair expecting
                        damage caused by an Insured Risk other than where the
                        insurance money is irrecoverable in consequence of any
                        act or default of the Tenant or anyone at the Premises
                        expressly with the Tenant's authority

                5.3.2   To replace from time to time the Landlord's fixtures and
                        fitting in the Premises specified in the Seventh
                        Schedule which may be or become beyond repair at any
                        time during or at the expiration of the Term fair war
                        and tear expected

                5.3.3   Not to cause any land roads or pavements abutting the
                        Building to be untidy or in a dirty condition and in
                        particular (but without prejudice to the generality of
                        the above) not to deposit on them refuse or other
                        materials

        5.4     WASTE AND ALTERATIONS

                5.4.1   Not to:



                                       8
<PAGE>   9

                        5.4.1.1 commit any waste

                        5.4.1.2 make any addition to the Premises

                        5.4.1.3 unite the Premises with any adjoining premises

                        5.4.1.4 make any alteration to the Premises save as
                                permitted by the following provisions of this
                                clause

                5.4.2   Not to make non-structural (save for internal
                        demountable partitions) alterations to the Premises
                        without:

                        5.4.2.1 obtaining the Landlord's consent (such consent
                                not to be unreasonably withheld)

                        5.4.2.2 obtaining and complying with all necessary
                                consent of any competent authority and paying
                                all charges of any such authority in respect of
                                such consents

                        5.4.2.3 if requested by the Landlord to supply to the
                                Landlord drawings and where appropriate a
                                specification in duplicate prepared by an
                                architect or member of some other appropriate
                                profession (who shall supervise the work
                                throughout to completion)

                        5.4.2.4 paying the reasonable and proper fees of the
                                Landlord and any superior landlord mentioned in
                                clause 3.9 and their professional advisers and

                        5.4.2.5 entering into such reasonable covenants as the
                                Landlord may reasonably require as to the
                                execution and reinstatement of the alternations

                5.4.3   Not to make any structural alterations to the Building
                        or the Premises without the consent of the Landlord

                5.4.4   To remove any additional buildings additions alterations
                        or improvement made to the Premises at the expiration of
                        the Term if so requested by the Landlord in writing and
                        to make good any part or parts of the Premises which may
                        be damaged by such removal PROVIDED THAT the Landlord
                        shall not require removal and reinstatement and making
                        good if he intends to demolish or reconstruct the
                        Premises within 12 months after such determination



                                       9
<PAGE>   10

                5.4.5   Not to make connection with the Pipes that serve the
                        Premises otherwise than in accordance with plans and
                        specifications approved by the Landlord subject to
                        consent to make such connection having previously been
                        obtained from the competent statutory authority or
                        undertaker

        5.5     AERIALS SIGNS AND ADVERTISEMENTS

                5.5.1   Not to erect any pole mast or wire (whether in
                        connection with telegraphic telephone radio or
                        television communication or otherwise) upon the Premises

                5.5.2   Not to affix to or exhibit on the outside of the
                        Building or to or through any window of the Building nor
                        display anywhere on the Premises any placard sign notice
                        fascia board or advertisement except any sign permitted
                        by virtue of any consent given by the Landlord pursuant
                        to a covenant contained in this Lease such consent not
                        to be unreasonably withheld

        5.6     INSURANCE

                To effect Occupiers Liability Insurance and Employers Liability
                Insurance and to produce to the Landlord not more than once in
                any one year evidence of such insurance and the receipt for the
                last premium paid if required

        5.7     STATUTORY OBLIGATIONS

                5.7.1   At the Tenant's own expense to execute all works and
                        provide and maintain all arrangements upon or in respect
                        of the Premises or the use to which the Premises are
                        being put that are required in order to comply with the
                        requirements of any statute (already or in the future to
                        be passed) or any government department local authority
                        other public or competent authority or court of
                        competent jurisdiction regardless of whether such
                        requirements are imposed on the lessor the lessee or the
                        occupier

                5.7.2   Not to do in the Premises any act or thing by reason of
                        which the Landlord may under statute incur have imposed
                        upon it or become liable to pay any penalty damages
                        compensation costs charges or expenses

                5.7.3   Without prejudice to the generality of the above to
                        comply in all respects with the provisions of any
                        statutes and any other obligations imposed by



                                       10
<PAGE>   11

                        law or by any byelaws applicable to the Premises or in
                        regard to carrying on the trade or business for the time
                        being carried on the Premises

        5.8     ACCESS OF LANDLORD AND NOTICE TO REPAIR

                5.8.1   To permit the Landlord upon prior appointment

                        5.8.1.1 to enter upon the Premises for the purpose of
                                ascertaining that the covenants and conditions
                                of this Lease have been observed and performed

                        5.8.1.2 to view the state of repair and condition of the
                                Premises and

                        5.8.1.3 to give to the Tenant at the Premises or such
                                other address as the Tenant shall notify the
                                Landlord of in writing a notice specifying any
                                repairs cleaning maintenance and painting for
                                which the Tenant is liable hereunder and that
                                the Tenant has failed to execute in breach of
                                the terms of this Lease and to request the
                                Tenant immediately to execute the same

                5.8.2   To repair cleanse maintain and paint the Premises as
                        required by such notice within a reasonable time after
                        receipt thereof

                5.8.3   If within three months of the service of such notice the
                        Tenant shall not have commenced and be proceeding
                        diligently with the execution of the work referred to in
                        the notice or shall fail to complete the work within a
                        reasonable time thereafter to permit the Landlord to
                        enter the Premises to execute such work as may be
                        necessary to comply with the notice and to pay to the
                        Landlord the proper cost of so doing and all expenses
                        incurred by the Landlord (including reasonable legal
                        costs and surveyor's fees) within 14 days of a written
                        demand

                5.8.4   The Landlord is exercising such rights as aforesaid
                        shall give the Tenant reasonable prior written notice of
                        the Landlord's desire to exercise such right of access
                        and cause as little damage and disturbance as possible
                        to the occupiers of the Premises and shall make good any
                        damage thereby occasioned



                                       11
<PAGE>   12

        5.9     ALIENATION

                5.9.1   (Save pursuant to a transaction permitted by and
                        affected in accordance with the provisions of this
                        Lease) not to part with possession of the whole or any
                        part of the Premises or permit another to occupy the
                        whole or any part of the Premises

                5.9.2   Not to assign or charge part of the Premises

                5.9.3   Not to assign or charge the whole of the Premises
                        without the prior consent of the Landlord but subject to
                        the operation of the following provisions of this clause
                        5.9.3 such consent shall not be unreasonably withheld

                        5.9.3.1 The Landlord may withhold its consent to the
                                application by the Tenant for licence to assign
                                this Lease if any of the conditions and criteria
                                set out in this Clause 5.9.3.1 are not met,
                                that:

                                (a)     at the time of the assignment there are
                                        not arrears of rents or other
                                        ascertained moneys due to the Landlord
                                        and

                                (b)     the Tenant gives to the Landlord a
                                        guarantee in the form in the Eighth
                                        Schedule and

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

                                (d)     any proposed assignee covenants by Deed
                                        with the Landlord to pay the rents
                                        reserved by this Lease and to observe
                                        and perform all the covenants on the
                                        part of the Lease and conditions in this
                                        Lease during the Term until released by
                                        virtue of the Landlord & Tenant
                                        (Covenants) Act 1995 and

                                (e)     that if reasonably required the proposed
                                        Assignee shall provide a reasonably
                                        acceptable guarantor or guarantors

                                       12
<PAGE>   13

                                        who shall enter into a guarantee in the
                                        form in the Eighth Schedule

                        5.9.3.2 The conditions and criteria set out in Clause
                                5.9.3.1 are specified for the purposes of
                                Section 19 (1A) of the Landlord and Tenant Act
                                1927

                5.9.4   Not to underlet the whole of the Premises or underlet a
                        Permitted Part of the Premises without the consent of
                        the Landlord (such consent not to be unreasonably
                        withheld)

                5.9.5   That each and every permitted underlease shall be
                        granted without receiving any fine or premium at a rent
                        not less than the full market rent of the Premises
                        underlet or in the case of an Underlease of the whole of
                        the Premises at a rent equal to the Rent payable under
                        this Lease such rent being payable in advance on the
                        days on which Rent is payable under this Lease and shall
                        contain provisions consistent with those herein
                        contained:

                        5.9.5.1 prohibiting the undertenant from doing or
                                allowing any act or thing in relation to the
                                underlet premises inconsistent with or in breach
                                of the provisions of this Lease

                        5.9.5.2 for re-entry by the underlandlord on breach of
                                any covenant by the undertenant

                        5.9.5.3 imposing an absolute prohibition against all
                                dispositions of or other dealings whatever with
                                the Premises other than an assignment or charge
                                of the whole of the premises comprised in the
                                underletting

                        5.9.5.4 prohibiting any assignment or charge of the
                                whole of the premises comprised in the
                                underletting without the prior consent of the
                                Landlord under this Lease (such consent not to
                                be unreasonably withheld or delayed)

                        5.9.5.5 prohibiting the undertenant from permitting
                                another to occupy the whole or any part of the
                                Premises

                        5.9.5.6 imposing in relating to any permitted assignment
                                underletting or charge the same obligations for
                                registration with the Landlord as



                                       13
<PAGE>   14

                                are contained in this Lease in relation to
                                dispositions by the Tenant and

                        5.9.5.7 imposing in relation to any permitted
                                underletting the same obligations as contained
                                in this clause 5.9.5 and in clauses 5.9.6 5.9.7
                                and 5.9.8

                5.9.6   Any Underlease of a Permitted Part must also contain
                        covenants by the Underleassee to pay a fair proportion
                        of:

                        5.9.6.1 the sums payable by the Tenant under clauses
                                4.1 and 4.2

                        5.9.6.2 the costs and expenses incurred by the Tenant
                                in maintaining repairing decorating and
                                renewing the Premises

                5.9.7   Prior to any permitted underletting to procure that the
                        undertenant enters into direct covenants with the
                        Landlord to the like effect as those contained in
                        clauses 5.9.5 5.9.6 5.9.7 and 5.9.8

                5.9.8   To use reasonable endeavors to enforce the performance
                        and observance by every such undertenant of the
                        provisions of the underlease and not at any time without
                        the consent of the Landlord expressly to waive any
                        breach of the covenants or conditions on the part of any
                        undertenant or assignee of any underlease nor (without
                        the consent of the Landlord such consent not to be
                        unreasonably withheld or delayed) vary the terms of any
                        permitted underlease

                5.9.9   Within 28 days of any assignment charge underlease or
                        subunderlease or any transmission or other devolution
                        relating to the Premises to produce for registration
                        with the Landlord's solicitor such deed or document or a
                        certified copy of it and to pay the Landlord's
                        solicitors for the registration of every such document a
                        charge of (pound)20 (Twenty Pounds)

        5.10    NUISANCE ETC AND RESIDENTIAL RESTRICTIONS

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

                                       14
<PAGE>   15

                5.10.2  Not to use the Premises for a sale by auction or for any
                        dangerous noxious noisy or offensive trade business
                        manufacture or occupation nor for any illegal or immoral
                        act or purpose

                5.10.3  Not to use the Premises as sleeping accommodation
                        (except in case of emergency) or for residential
                        purposes nor keep any animal fish reptile or bird
                        anywhere on the Premises

        5.11    LANDLORD'S COSTS

                To pay to the Landlord all reasonable and proper costs fees
                charges disbursements and expenses (including without prejudice
                to the generality of the above those payable to counsel
                solicitors and surveyors) incurred by the Landlord in relation
                to or incidental to:

                5.11.1  every application made by the Tenant for a consent or
                        licence required by the provisions of this Lease whether
                        such consent or licence is granted or refused or
                        proffered subject to any lawful qualification or
                        condition or whether the application is withdrawn unless
                        such refusal qualification or condition is unlawful
                        whether because it is unreasonable or otherwise.

                5.11.2  the preparation and service of a notice under the Law of
                        Property Act 1925 Section 146 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

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

                5.11.4  any reasonable steps taken in contemplation of or in
                        connection with the preparation and service of a
                        schedule of dilapidations during or after the expiration
                        of the Term

                5.11.5  this Lease and its counterpart (not exceeding(pound)900
                        plus VAT and disbursements)

        5.12    THE PLANNING ACTS

                5.12.1  Not to commit any breach of planning control (such term
                        to be construed as it is used in the Planning Acts) and
                        to comply (so far as the same are valid and binding on
                        the Tenant) with the provisions and requirements of



                                       15
<PAGE>   16

                        the Planning Act that affect the Premises whether as to
                        the Permitted Use or otherwise and to indemnify (both
                        during or following the expiration of the Term) and keep
                        the Landlord indemnified against all liability
                        whatsoever including costs and expenses in respect of
                        any contravention arising during the Term

                5.12.2  Save with respect to any alteration to the Premises to
                        which the Landlord has granted its consent not without
                        the consent in writing of the Landlord (which shall not
                        unreasonably withheld or delayed) to apply for planning
                        permission to carry out any development in or upon the
                        Premises and at the expense of the Tenant to supply the
                        Landlord with a copy of any application for planning
                        permission together with such plans and other documents
                        as the Landlord may reasonably require and to supply
                        prior to the commencement of any development a copy of
                        any planning permission granted to the Tenant

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

                5.12.4  Notwithstanding any consent which may be granted by the
                        Landlord under this Lease not to carry out or make any
                        alteration or addition to the Premises or any change of
                        use until:

                        5.12.4.1 all necessary notices under the Planning Acts
                                 have been served and copies produced the
                                 Landlord

                        5.12.4.2 all necessary permission under the Planning
                                 Acts have been obtained and produced to the
                                 Landlord and

                        5.12.4.3 the Landlords has acknowledged that every
                                 necessary planning permission is acceptable to
                                 it the Landlord being entitled to refuse to
                                 acknowledge its acceptance of a planning
                                 permission only on the grounds that any
                                 condition contained in it or anything omitted
                                 from it or the period referred to in it would
                                 be in the reasonable opinion of the Surveyor be
                                 (or likely to be) prejudicial to the Landlord's
                                 interest in the Premises whether during or
                                 following the expiration of the Term



                                       16
<PAGE>   17

                5.12.5  Unless the Landlord shall otherwise direct to carry out
                        and complete before the expiration of the Term:

                        5.12.5.1 any works stipulated to be carried out to the
                                 Premises by a date subsequent to such
                                 expiration as a condition of any planning
                                 permission granted for any Development begun
                                 before the expiration of the term and

                        5.12.5.2 any Development begun upon the Premises in
                                 respect of which the Landlord shall or may be
                                 or become liable for any change or levy under
                                 the Planning Acts

                5.12.6  In any case where a planning permission is granted
                        subject to conditions and if the Landlords so requires
                        (which it shall not do during the Tenant's occupation)
                        to provide security for the compliance with such
                        conditions and not to implement the planning permission
                        until security has been provided

        5.13    INDEMNITIES

        To be responsible for and to keep the landlord fully indemnified against
        all damage damages losses costs expenses actions demands proceedings
        claims and liabilities made against or suffered by the Landlord arising
        out of:

                5.13.1  any act omission or negligence of the Tenant or any
                        persons at the Premises expressly or impliedly with the
                        Tenant's authority or

                5.13.2  any breach or non-observance by the Tenant of the
                        covenants conditions or other provisions of this Lease
                        on the part of the Tenant to be observed and performed
                        or any of the matters to which this demise is subject

        5.14    RELETTING BOARDS

               To permit the Landlord at any time during the last 4 months of
               the Contractual Term and at anytime thereafter to enter upon the
               Premises and affix and retain upon the Premises in a position
               that will not interfere with the Tenant's enjoyment of the
               Premises a notice for reletting the Premises and during such
               period upon prior appointment to permit persons with the written
               authority of the Landlord or its agent at reasonable times of the
               day to view the Premises



                                       17
<PAGE>   18

        5.15    ENCROACHMENTS

                5.15.1  Not to stop up darken or obstruct any windows or light
                        belonging to the Building

                5.15.2  So far as is reasonably practicable to take all steps to
                        prevent any new window light opening doorway path
                        passage pipe or other encroachment or easement being
                        made or acquired in against out of or upon the Premises
                        and as soon as the same may come to the Tenant's notice
                        to notify the Landlord immediately if any such
                        encroachment or easement shall be made or acquired or
                        attempted to be made or acquired and at the request and
                        cost of the Landlord to give to the Landlord all such
                        assistance as it may reasonably require to enable the
                        Landlord to adopt such means as shall reasonably be
                        required to prevent such encroachment or the
                        acquisitions of any such easement.

        5.16    YIELD UP

                At the expiration of the Term:

                5.16.1  to yield up the Premises in a state of repair and
                        otherwise in accordance with the terms of this Lease

                5.16.2  to give up all keys of the Premises to the Landlord and

                5.16.3  to remove all signs erected by the Tenant in or upon the
                        Premises and immediately to make good any damage caused
                        by such removal

        5.17    INTEREST ON ARREARS

                5.17.1  If the Tenant shall fail to pay the rents or any other
                        sum due under this Lease within 28 days of the date due
                        whether formally demanded or not the Tenant shall pay to
                        the Landlord Interest on the rents or other sum from the
                        date when they were due to the date on which they are
                        paid

                5.17.2  Nothing in the preceding sub-clause 5.17.1 shall entitle
                        the Tenant to withhold or delay any payment of the rents
                        or any other sum due under this Lease after the date
                        upon which they fall due or in any way prejudice affect
                        or derogate from the rights of the Landlord in relation
                        to such non-payment including (but without prejudice to
                        the generality of the above) under the proviso for
                        re-entry contained in this Lease



                                       18
<PAGE>   19

        5.18    STATUTORY NOTICE ETC

                To give full particulars to the Landlord of a notice direction
                order or proposal for the Premises made given or issued to the
                Tenant by any local or public authority within 14 days of
                receipt and if so required by the Landlord to produce it to the
                Landlord and to the extent that the Tenant is legally bound
                thereby without delay to take all steps reasonably necessary to
                comply with the notice direction or orders in so far as such
                compliance is otherwise within the obligation of the Tenant
                under this Lease and at the request and cost of the Landlord to
                make or join with the Landlord in making such objection or
                representation against or in respect of any notice direction
                order or proposals as the Landlord shall reasonably require

        5.19    KEYHOLDERS

                To ensure that at all times the Landlord has and the local
                police force has written notice of the name home address and
                home telephone number of at least 2 keyholders of the Premises

        5.20    SALE OF REVERSION ETC

                To permit upon reasonable written notice (being at last 48
                hours) at reasonable times during the Term prospective purchase
                of or agents instructed in connection with the sale of the
                Landlord's reversion or of any interest superior to the Term to
                view the Premises without interruption provided they are
                authorised in writing by the Landlord or its agents

        5.21    DEFECTIVE PREMISES

                To give notice to the Landlord or any defect in the Premises
                coming to the Tenant's attention which might give rise to an
                obligation on the Landlord to do or refrain from doing any act
                or thing in order to comply with the provisions of this Lease or
                the duty of care imposed on the Landlord pursuant to the
                Defective Premises Act 1972 or otherwise and at all times to
                display and maintain all notices which they Landlord may from
                time to time require to be displayed at the Premises for such
                purposes



                                       19
<PAGE>   20

        5.22    NEW GUARANTOR

                Within 14 days of the death during the Term of any Guarantor or
                of such person becoming bankrupt or having a receiving order
                made against him or having a receiver appointment under the
                Mental Health Act 1983 or being a company passing a resolution
                to wind up or entering into liquidation or having a receiver
                appointed to give notice of this to the Landlord and if so
                required by the Landlord at the expense of the Tenant within 28
                days to procure some other person reasonably acceptable to the
                Landlord to execute a guarantee in respect of the Tenant's
                obligations contained in this Lease in the form of the
                guarantor's covenants contained in the Eighth Schedule of this
                Lease

        5.23    LANDLORD'S RIGHTS

                To permit the Landlord at all times during the Term to exercise
                without interruption or interference any of the rights granted
                to it by virtue or the provision of this Lease

        5.24    THE OFFICE COVENANTS

                To observe and perform the Office Covenants

6.      THE LANDLORD'S COVENANT

        The Landlord covenants with the Tenant to permit the Tenant peaceably
        and quietly to hold and enjoy the Premises without any interruption or
        disturbance from or by the Landlord or any person whomsoever

7.      SERVICE CHARGE AND INSURANCE COVENANTS

        The provisions of the Fifth and Sixth Schedules shall have effect and
        the parties covenants with each other to observe with each other to
        observe and perform their respective obligations set out in those
        schedules

8.      PROVISOS

        8.1     RE-ENTRY

                If and whenever during the Term:



                                       20
<PAGE>   21

                8.1.1   the rents (or any of them or any part of them) under
                        this Lease are outstanding for 21 days after becoming
                        due whether formally demanded or not or

                8.1.2   there is a breach by the Tenant of any covenant or other
                        term of this Lease or any document properly executed by
                        the Landlord and the Tenant and expressed to be
                        supplemented to this Lease or

                8.1.3   an individual Tenant becomes bankrupt or

                8.1.4   a company Tenant

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

                        8.1.4.2 has a receiver appointment or

                8.1.5   the Tenant enters into an arrangement for the benefit of
                        is creditors or

                8.1.6   the tenant has any distress or execution levied on its
                        goods the Landlord may re-enter the Premises (or any
                        part of them in the name of the whole) at any time
                        (and even if any previous right of re-entry has been
                        waived) and then the Term will absolutely cease but
                        without prejudice to any rights or remedies which may
                        have accrued to the Landlord against the Term or the
                        Guarantor in respect of any breach of covenant or
                        other term of this Lease (including the breach in
                        respect of which the re-entry is made)

        8.2     COVENANTS RELATING TO ADJOINING PREMISES

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

        8.3     DISPUTES WITH ADJOINING OCCUPIERS

                If any dispute arises between the Tenant and the tenants or
                occupiers of other parts of the Building or the adjoining
                Property as to any easement right or privilege in connection
                with the use of the Premises and any other part of the building
                or the adjoining Property or as to the boundary structures
                separating the Premises from any other property it shall be
                decided by the Landlord

                                       21
<PAGE>   22


        8.4     EFFECT OF WAIVER

                Each of the Tenant's covenants shall remain in full force both
                at law and in equity notwithstanding that the Landlord shall
                have waived or released temporarily any such covenant or waived
                or released temporarily or permanently revocably or irrevocably
                a similar covenant or similar covenants affecting any other part
                of the Building or the adjoining Property

        8.5     RIGHTS, EASEMENTS ETC

                The operation of the Law of Property Act 1925 Section 62 shall
                be excluded from this Lease and the only rights granted to the
                Tenant are those expressly set out in this Lease and such
                further ancillary rights that arise under the general law or by
                necessary implication and the Tenant shall not during the term
                acquire or become entitled by any means whatever to any easement
                from or over or affecting any other land or premises now or at
                any time after the date of this Lease belonging to the Landlord
                and not comprised in this Lease

        8.6     ACCIDENTS

                The Landlord shall not be responsible to the Tenant or to anyone
                at the Premises or the Building or the adjoining property with
                the Tenant's authority for any accident happening or injury
                suffered or for any damage to or loss of any chattel sustained
                in the Premises or the Building except in circumstances where
                the Landlord or its servant or agent is negligent

        8.7     PERPETUITY PERIOD

                The perpetuity period applicable to this Lease shall be 80 years
                from the commencement of the Contractual Term and whenever in
                this Lease either party is granted a future interest in the
                property there shall be deemed to be included in respect to
                every such grant a provision requiring that future interest to
                vest within the stated period and for it to be void for
                remoteness if it shall not have so vested

        8.8     EXCLUSION OF USE WARRANTY

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



                                       22
<PAGE>   23

        8.9     ENTIRE UNDERSTANDING

                This Lease embodies the entire understanding of the parties
                relating to the Premises and to all the matters dealt with by
                any of the provisions of this Lease

        8.10    REPRESENTATIONS

                The Tenant acknowledges that this Lease has not been entered
                into in reliance wholly or partly on any statement or
                representation made by or on behalf of the Landlord except any
                such statement or representation that is expressly set out in
                this Lease

        8.11    LICENCE ETC UNDER HAND

                Whilst the Landlord is limited company or other corporation all
                licences consents approvals and notices required to be given by
                the Landlord shall be sufficiently given under the hand of a
                director or Secretary or other duly authorised officer of the
                Landlord

        8.12    TENANT'S PROPERTY

                If after Tenant has vacated the Premises on the expiry of the
                Term any property of the Tenant remains in or on the Premises
                and the Tenant fails to remove it within 21 days after being
                requested in writing by the Landlord to do so or if after using
                its best endeavours the Landlord is unable to make such a
                request to the Tenant within 28 days from the first attempt so
                made by the Landlord:

                8.12.1  the Landlord may as the agent of the Tenant sell such
                        property and the Tenant will indemnify the Landlord
                        against any liability incurred by it to any third party
                        whose property shall have been sold by the Landlord in
                        the mistaken belief held in good faith (which shall be
                        presumed unless the contrary be proved) that such
                        property belonged to the Tenant

                8.12.2  if the Landlord having made reasonable efforts is unable
                        to locate the Tenant the Landlord shall be entitled to
                        retain such proceeds of sale absolutely unless the
                        Tenant shall claim them within 9 months of the date upon
                        which the Tenant vacated the Premises and

                8.12.3  the Tenant shall indemnify the Landlord against any
                        damage occasioned to the Premises and any actions claims
                        proceedings costs expenses and



                                       23
<PAGE>   24

                        demands made against the Landlord caused by or related
                        to the presence of the property in or on the Premises

        8.13    PARTY WALLS

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

        8.14    SERVICE OF NOTICES

                8.14.1  The provisions of the Law of Property Act 1925 Section
                        196 as amended by the Recorded Delivery Services Act
                        1962 shall apply to the giving and service of all
                        notices and documents under or in connection with this
                        Lease except that Section 196 shall be deemed to be
                        amended as follows:

                        8.14.1.1 The final words of Section 196(4)... "and that
                                 service...be delivered" shall be deleted and
                                 there shall be substituted "...and that service
                                 shall be deemed to be made on the third working
                                 day after the registered letter has been posed
                                 "working day" meaning any day from Monday and
                                 Friday (inclusive) other than Christmas Day
                                 Good Friday and any statutory bank or public
                                 holiday"

                        8.14.1.2 any notice or documents shall also be
                                 sufficiently served if sent by telex telephonic
                                 facsimile transmission or any other means of
                                 electronic transmission to the party to be
                                 served and that service shall be deemed to be
                                 made on the day of transmission if transmitted
                                 before 2:00 p.m. on a working day but otherwise
                                 on the next following working day (as defined
                                 above) and in this clause "party" includes the
                                 Guarantor

                8.14.2  Any notice required to be given or served by law or
                        hereunder and not herein otherwise provided for shall be
                        sufficiently served on the Tenant by being forwarded by
                        registered or recorded delivery post to the Premises or
                        such other address as the Tenant may notify in writing
                        to the Landlord and shall be sufficiently served on the
                        Landlord if addressed to the Landlord



                                       24
<PAGE>   25

                        and left at or sent by registered or recorded delivery
                        post to the registered office of the Landlord and a
                        notice so sent by post shall be deemed to be given at
                        the time when it ought in due course of post to be
                        delivered at the address to which it is sent

9.      The Guarantor covenants with the Landlord to perform the obligations
        contained in the 8th Schedule

10.     CERTIFICATE

        It is certified that there is no agreement to which this Lease give
        effect

11.     COVENANT STATUS OF THIS LEASE

        This Lease is a new tenancy within the meaning of Section 1 of the
        Landlord and Tenant (Covenants) Act 1995

12.     By an Order dated 28th July 2000 of the Great Derby County Court it is
        agreed that this Lease shall be (and is) hereby contracted out of the
        Security of Tenure provision of the Landlord and Tenant Act 1954 Part
        and in particular that Sections 24-28 thereof shall be excluded by
        virtue of Section 38

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

                                 FIRST SCHEDULE

                                  THE PREMISES

        "the Premises" means that part of the Building referred to in clause 3.2
        shown for the purpose of identification only edged red on the Plans A
        and B containing 4,054 square feet and including:

        1.      The paint paper and other decorative finishes applied to the
                interior of the external walls of the Building but not any other
                part of the external walls

                                       25
<PAGE>   26

        2.      The floor finishes so that the lower limit of the Premises
                includes such finishes but does not extend to anything below
                them

        3.      The ceiling finishes so that the upper limit of the Premises
                includes such finishes but does not extend to anything above
                them

        4.      The entirety of any non-load bearing internal walls wholly
                within the Premises

        5.      The inner half severed medically of the internal
                non-load-bearing walls dividing the Premises from the other
                parts of the Building

        6.      The doors and windows and the door and window frames (excluding
                the external surfaces of the doors and windows and the door and
                window frames)

        7.      All additions and improvements to the Premises

        8.      All the Landlord's fixtures and fittings and fixtures of every
                kind which shall from time to time be in or upon the Premises
                whether originally affixed or fastened to or upon the Premises
                or otherwise including those set out in the Seventh Schedule but
                excluding any such fixture installed by or at the expense of the
                Tenant

        9.      Any Pipes which are within and that exclusively serve the
                Premises

                                 SECOND SCHEDULE

                                 RIGHTS GRANTED

        1.     COMMON PARTS

        The right for the Tenant and all persons expressly or by implication
        authorised by it at all times (in common with the Landlord and all other
        persons having a like right) to use the Common Parts for all proper
        purposes in connection with the use and enjoyment of the Premises

        2.      PIPES

        The right to the free passage and running (subject to temporary
        interruption for repair alteration or replacement) of water sewage gas
        electricity telephone and other services or supplies to and from the
        Premises in and through the Pipes that serve the Premises ( in common
        with the Landlord and any other persons having a like right)



                                       26
<PAGE>   27

        3.      SUPPORT

        The right of support and protection for the benefit of the Premises from
        all other parts of the Building

                                 THIRD SCHEDULE

                                 RIGHTS RESERVED

        1.      CONSTRUCTION OF PIPES

        The right to construct renew and maintain in on under or over the
        Premises at any time during the Term any Pipes for the benefit of any
        other part of the Building the person exercising this right making good
        all damage thereby caused to the reasonable satisfaction of the Tenant

        2.      ACCESS

                2.1     The right at any time during the Term at reasonable
                        times and upon written notice except in cases of
                        emergency to enter (or in cases of emergency to break
                        into and enter) the Premises:

                        2.1.1   to inspect cleanse connect to repair remove
                                replace with others in connection with the Pipes
                                easements or service referred to in paragraph 1
                                of this Schedule

                        2.1.2   to view the state and condition of and repair
                                and maintain the Building the Adjoining Property
                                and (if any) the Other Buildings where such
                                viewing or work would not otherwise be
                                reasonable practicable

                        2.1.3   to carry out work or do anything whatever
                                comprised within the Landlord's obligations in
                                this Lease

                        2.1.4   take schedules or inventories of fixtures and
                                other items to be yielded up on the expiry of
                                the Term and

                        2.1.5   to exercise any of the rights granted to the
                                Landlord by this Lease

                        2.1.6   to inspect the condition and state of repair of
                                the Premises



                                       27
<PAGE>   28

3.      SCAFFOLDING

The right to erect scaffolding for the purpose of inspecting repairing or
cleaning the Building and the Adjoining Property

4. SUPPORT ETC

The rights of support and protection from the Premises to all parts of the
Building not hereby demised

                                 FOURTH SCHEDULE

                              THE OFFICE COVENANTS

1.      USER

        1.1     Not to use the Premises for any purpose other than the User

        1.2     Not to leave the Premises continuously unoccupied for more than
                one month without:

                1.2.1   notifying the Landlord and

                1.2.2   providing such caretaking or security arrangements as
                        the Landlord shall reasonably require and the insurers
                        shall reasonably require in order to protect the
                        Premises from vandalism theft damage or unlawful
                        occupation

        1.3     Not to play or use in the Premises any musical instrument
                loudspeaker tape recorder gramophone radio or other equipment or
                apparatus that produces sound that may be heard in nearby
                premises or outside the Premises if the Landlord shall in its
                absolute discretion consider such sound to be undesirable and
                shall give written notice to the Tenant to that effect

2.      POLLUTION

Not to permit to be discharged into the Pipes serving the Building any oil or
grease or any deleterious objectionable dangerous poisonous or explosive matter
or substance and to take all reasonable measures to ensure that any effluent so
discharged into the Pipes will not be corrosive or otherwise harmful to the
Pipes or cause obstruction or deposit in them



                                       28
<PAGE>   29

3.      CEILING AND FLOOR LOADING

        3.1     Not to bring or permit to remain on the Premises any safes
                machinery goods or other articles which will strain or damage
                the Building or any part of it

        3.2     Not without the consent of the Landlord to suspend anything from
                the walls or ceilings of the Premises other than lights pictures
                notice boards and other things normally fixed to the walls or
                ceilings or use the same for storage of goods or place weight on
                them

        3.3     on any application by the Tenant for the Landlord's consent
                under paragraph 3.2 the Landlord may consult and obtain the
                advice of an engineer or other appropriate person in relation to
                the loading proposed by the Tenant and the Tenant shall repay to
                the Landlord on demand the reasonable and proper fees of such
                engineer or other person

        3.4     Provided that no normal office machinery or equipment shall be
                prohibited by virtue of this provision

4.      COMMON PARTS

        4.1     Not to cause the Common Parts or any other land roads or
                pavements adjoining the Building to become untidy or in a dirty
                condition but at all times to keep the Common Parts and other
                land roads or pavements free from deposits of the Tenant's
                materials and refuse

        4.2     Not to stand place deposit or expose outside any part of the
                Premises any goods materials articles or things whatsoever for
                display or sale or for any other purpose nor cause any
                obstruction of the Common Parts

5.      MACHINERY

        Not to install or use in or upon the Premises any machinery or
        apparatus so as to cause noise or vibration which can be heard or felt
        in nearby premises or outside the Premises or so as to cause structural
        damage



                                       29
<PAGE>   30

        6.      UNLOADING

                Not to load or unload any goods or materials onto or from
                vehicles and convey the same from and into the Building and the
                Premises except through the entrances designated for that
                purpose and by means of any lift designated for such purpose

        7.      HEATING COOLING AND VENTILATION

                7.1     Not to do anything which interferes with the heating
                        cooling or ventilation of the Common Parts or which
                        imposes an additional load on any heating cooling or
                        ventilation plan and equipment in the Building

                7.2     Not to operate the ventilation equipment in the Premises
                        otherwise than in accordance with the reasonable
                        regulations for such purpose made by the Landlord from
                        time to time

        8.      SECURITY

        To comply with the reasonable regulations made by the Landlord relating
        to the security of the Building and to ensure that when the rear access
        door is used by the Tenant or its licensees that the rear access door is
        locked after use

        9.      REGULATIONS

        To comply with all reasonable regulations made by the Landlord from time
        to time for the better management of the Building

        10.     NAMEPLATES OR SIGNS

        Not to erect any signs or notices on the Premises without prior written
        consent of the Landlord

        11.     BLINDS

        To use only vertical blinds to the windows such blinds to be a colour
        and specification previously approved by the Landlord such approval not
        to be unreasonably withheld or delayed



                                       30
<PAGE>   31

                                 FIFTH SCHEDULE

                                 SERVICE CHARGE

                                     PART A

                                   DEFINITIONS

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

        2.      "Computing Date" means such date as the Landlord may from time
                to time nominate and "Computing Dates" shall be construed
                accordingly

        3.      "Financial Year" means the period:

                3.1     from the commencement of the Term to and including the
                        first Computing Date and subsequently

                3.2     between two consecutive Computing Dates (excluding the
                        First Computing Date from but including the second
                        Computing Date in the period)

        4.      "Gross Annual Expenditure" means in relation to any Financial
                Year the aggregate of:

                4.1     all costs expenses and outgoings whatever incurred by
                        the Landlord during that Financial Year in or
                        incidentally to providing all or any of the Services and
                        any VAT payable

                4.2     all costs incurred by the Landlord during that Financial
                        Year in relation to the matters specified in Part D of
                        this Schedule ("Additional Items") and any VAT payable

                but "Gross Annual Expenditure" shall not include any expenditure
                in respect of the maintenance or repair of any part of the
                Building or of any thing in the Building whose maintenance or
                repair is the exclusive responsibility of the Tenant or any
                other tenant in the Building or the Adjoining Property

        5.      "Annual Expenditure" means in relation to any Financial Year the
                Gross Annual Expenditure for that Financial Year less the
                aggregate of:

                5.1     if the Financial Year in question or in any previous
                        Financial Year the Landlord has incurred any costs or
                        expenses in or incidentally to making



                                       31
<PAGE>   32

                        good any loss or damage covered by any policy of
                        insurance maintained by the Landlord pursuant to its
                        obligations in this Lease all (if any) amounts recovered
                        by the Landlord in the Financial Year in question
                        pursuant to such policy of insurance and

                5.2     if in the Financial Year in question or in any previous
                        Financial Year the Landlord has incurred any costs or
                        expenses in or incidentally to providing any of the
                        Services or in relation to any of the Additional Items
                        which are recoverable (in whole or in part) from any
                        person other than the Tenant or any other tenant in the
                        Building all (if any) amounts recoverable by the
                        Landlord in the Financial Year in question from any such
                        person (whether or not actually recovered)

        6.      "Service Charge" means the Service Charge Percentage of the
                Annual Expenditure for the relevant Financial Year

        7.      "Lettable Area" means all parts of the Building not comprising
                Common Parts which from time to time are either occupied by the
                Landlord for the purposes of its business or by a tenant or
                tenants for office purposes or are so constructed or adapted as
                to be capable of being so occupied

        8.      "Retained Parts" means all parts of the Building (including the
                Common Parts) other than the Premises and the other Lettable
                Areas

        9.      "Structure" means:

                9.1     the entirety of the roofs and foundations of the
                        Building

                9.2     the entirety of all floors and ceilings of the Building
                        (but excluding the floor and ceiling finishes)

                9.3     the entirety of all external walls of the Building (but
                        excluding the paint paper and other decorative finishes
                        applied to the internal faces of such walls within a
                        Lettable Area)

                9.4     the entirety of all load-bearing walls pillars and other
                        structures of the Building (but excluding the paint
                        paper and other decorative finishes applied to the faces
                        of such walls pillars and other structures within a
                        Lettable Area) and

                                       32
<PAGE>   33

                9.5     all other parts of the structure of the building not
                        referred to in the preceding paragraphs 9.1 to 9.4

                9.6     the entirety of the car park adjacent to the Building

        10.     "Plants" means all apparatus plant machinery and equipment
                within the Building from time to time including (without
                prejudice to the generality of the above) lifts lift-shafts
                stand-by generators and boilers and items relating to mechanical
                ventilation heating cooling public address and closed circuit
                television systems

                                     PART B

          PERFORMANCE OF THE SERVICES AND PAYMENT OF THE SERVICE CHARGE

        11.     PERFORMANCE OF THE SERVICES

        Subject to the Tenant paying to the Landlord the Service Charge and
        complying with the covenants and other terms of this Lease the Landlord
        shall perform the Services throughout the Term provided that the
        Landlord shall not be liable to the Tenant in respect of any failure or
        interruption in any of the Services by reason of necessary repair
        replacement maintenance or any installations or apparatus or their
        damage or destruction or by reason of mechanical or other defect or
        breakdown or frost or other inclement conditions or shortage of fuel
        materials water or labour or any other cause beyond the Landlord's
        control and not arising from the Landlord's default hereunder PROVIDED
        THAT the Landlord shall restore the same as soon as reasonably
        practicable

        12.     PAYMENT OF THE SERVICE CHARGE

                12.1    The Landlord shall as soon as reasonably practicable
                        after each Computing Date prepare an account showing the
                        Gross Annual Expenditure and the Annual Expenditure for
                        the Financial Year ending on that Computing Date and
                        containing a schedule together with such receipts
                        vouchers and other evidence of payment as the Tenant may
                        reasonably require of the expenditure referred to in it
                        and upon such account being certified by the Accountant
                        it shall be conclusive evidence for the purposes of this
                        Lease of all matters of fact referred to in the account
                        except in the case of manifest error



                                       33
<PAGE>   34

                12.2    The Tenant shall pay for the period from the Rent
                        Commencement Date to the Computing Date next following
                        the date of this Lease the Initial Provisional Service
                        Charge the first payment being a proportionate sum in
                        respect of the period from and including the Rent
                        Commencement Date to and including the day before the
                        next quarter day to be paid on the date of this Lease
                        and subsequent payments to be made in advance on the
                        relevant quarter days in respect of the relevant
                        quarters

                12.3    The Tenant shall pay for the next and each subsequent
                        Financial Year a provisional sum calculated upon a
                        reasonable and proper estimate by the Surveyor acting as
                        an expert and not as an arbitrator of what the Annual
                        Expenditure is likely to be for that Financial Year by
                        four equal quarterly payments on the usual quarter days


                12.4    If the Service Charge for any Financial Year shall:

                        12.4.1  exceed the provisional sum for that Financial
                                Year the excess shall be due to the Landlord on
                                demand or

                        12.4.2  be less than such provisional sum the
                                overpayment shall be credited to the Tenant
                                against the next quarterly payment of the Rent
                                and Service Charge and any balance refunded to
                                the Tenant at the expiry of the Term

        13.     VARIATIONS

                13.1    The Landlord may withhold add to extend vary or make any
                        alteration in the rendering of the Services or any of
                        them from time to time provided that the same complies
                        with the principles of good estate management and is
                        reasonable in all the circumstances

                13.2    If at any time during the Term the total property
                        enjoying or capable of enjoying the benefit of any of
                        the Services or the Additional Items is increased or
                        decreased on a permanent basis or the benefit of any of
                        the Services or the Additional Items is extended on a
                        like basis to any adjoining or neighbouring property or
                        if some other event occurs a result of which is that the
                        Service Charge Percentage is no longer appropriate to
                        the Premises the Service Charge Percentage shall be
                        varied with effect



                                       34
<PAGE>   35

                        from the Computing Date following such event by
                        agreement between the parties or in default of agreement
                        shall be referred to arbitration except that nothing
                        contained in this Lease shall imply an obligation on the
                        part of the Landlord to provide the Services or the
                        Additional Items to any adjoining or neighbouring
                        property

                                     PART C

                                  THE SERVICES

        14.     MAINTAINING STRUCTURE AND RETAINED PARTS

                14.1    Maintaining repairing rebuilding renewing and
                        reinstating the Structure except where the same results
                        from the occurrence of an Insured Risk where the
                        insurance monies have not been refused by reason of any
                        act or default of the Tenant

                14.2    Maintaining and repairing the outer half served medially
                        of all internal non-load-bearing walls dividing the
                        Premises from other parts of the Building

                14.3    Maintaining repairing amending altering rebuilding
                        renewing and reinstating and where appropriate treating
                        washing down painting and decorating to such standard as
                        the Landlord may from time to time reasonably consider
                        adequate the Common Parts including the entirety of all
                        walls floors and ceilings surrounding and all doors and
                        windows and door and window frames in the Common Parts
                        (but excluding any such items or parts of them the
                        maintenance of which is the exclusive responsibility of
                        the Tenant or any other tenant of the Adjoining
                        Property) except where the same results from the
                        occurrence of an Insured Risk where the insurance monies
                        have not been refused by reason of any act or default of
                        the Tenant

        15.     LIFT

        Providing a lift service by the operation of the lift now installed in
        the Building or by such substituted lift as the Landlord may from time
        to time reasonably decide to install

                                       35
<PAGE>   36

        16.     HOT AND COLD WATER

        Maintaining at all times to the Building an adequate supply of hot and
        cold water and supplying necessary washing and toilet requisites in the
        toilet accommodation in the Retained Parts

        17.     CENTRAL HEATING

        Supplying at all times during the months of October November December
        January February March and April and such other times when necessary
        central heating to the Premises and the Common Parts in order to
        maintain a room temperature (with adequate natural ventilation) of 65
        degrees Fahrenheit from 8:00 a.m. to 6:00 p.m. on every weekday

        18.     MAINTAINING ETC. PLANT

        Inspecting servicing maintaining repairing (including renewal but not
        replacement) amending overhauling and insuring (save in so far as
        insured under other provisions of this Lease) all Plant which serves the
        Premises (but excluding any items or parts of any items of such Plant
        whose maintenance is the exclusive responsibility of the Tenant or is
        attributable to any other lettable area) and all other Plant

        19.     MAINTAINING ETC. PIPES

        Maintaining repairing cleansing emptying draining amending and renewing
        all Pipes in on under or over the Building or the Adjoining Property
        serving the Premises in common and other premises (but excluding any
        Pipes or parts of them whose maintenance is the exclusive responsibility
        of any tenant in the Adjoining Property)

        20.     MAINTAINING ETC. FIRE ALARMS ETC.

        Maintaining and renewing any fire alarms fire prevention and fire
        fighting equipment and ancillary apparatus in the Common Parts

        21.     CLEANING ETC. THE COMMON PARTS

        Cleaning treating polishing heating and lighting the Common Parts



                                       36
<PAGE>   37

        22.     GARDENS AND FLORAL DECORATIONS

        Providing and maintaining to a reasonable standard plants shrubs trees
        gardens or grassed areas and floral decorations in the Common Parts and
        keeping the same planted free from weeds and properly attended and the
        grass cut

        23.     FIXTURES FITTINGS ETC.

        Supplying providing purchasing maintaining renewing replacing repairing
        servicing overhauling and keeping in good and serviceable order and
        condition all appurtenances fixtures fittings bins receptacles tools
        appliances materials equipment and other things which the Landlord
        reasonably may deem desirable or necessary for the maintenance
        appearance upkeep or cleanliness of the Building and the adjacent car
        park or any part of it

        24.     WINDOWS

        Cleaning at monthly intervals the exterior of all windows and window
        frames in the Building including those that form part of the Premises
        and other lettable areas

        25.     REFUSE

        Collecting and disposing of refuse from the Building and the provision
        repair maintenance and renewal of plant and equipment for the collection
        treatment packaging or disposal of refuse

        26.     INSURANCE

        Insuring the Premises the Building the Common Parts and the Pipes in
        accordance with the Sixth Schedule

        27.     OTHER SERVICES

        Any other services relating to the Building or any part of it reasonably
        provided by the Landlord in the interests of good estate management from
        time to time during the Term and not expressly mentioned herein



                                       37
<PAGE>   38

                                     PART D

                              THE ADDITIONAL ITEMS

        28.     FEES

                28.1    The reasonable and proper fees and disbursements (and
                        any VAT payable on them) of:

                        28.1.1  the Surveyor the Accountant and any other
                                individual firm or company employed or retained
                                by the Landlord for (or in connection with) such
                                surveying or accounting functions

                        28.1.2  the managing agents (whether or not the
                                Surveyor) for or in connection with:

                                28.1.2.1 the management of the Building
                                         including but without prejudice to the
                                         generality of the foregoing the
                                         collection of the rents and all other
                                         sums due to the Landlord from the
                                         tenants of the Building

                                28.1.2.2 the performance of the Services and any
                                         other duties in and about the Building
                                         or any part of it relating to (without
                                         prejudice to the generality of the
                                         above) the general management
                                         administration security maintenance
                                         protection and cleanliness of the
                                         Building

                        28.1.3  any individual firm or company provided
                                caretaking or security arrangements and services
                                to the Building

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

                28.2    The fees of the Landlord or a Group Company for any of
                        the Services or the other functions and duties referred
                        to in paragraph 28.1 above that shall be undertaken by
                        the Landlord or a Group Company and not by a third party

                                       38
<PAGE>   39

        29.     CONTRACTS FOR SERVICE

        The cost of entering into any contracts for the carrying out of all or
        any of the Services and other functions and duties that the Landlord may
        in its reasonable discretion deem desirable or necessary

        30.     OUTGOINGS

        All rates taxes assessments duties charges impositions and outgoings
        which are now or during the Term shall be charged assessed or imposed
        on:

                30.1    The whole of the Building where there is no separate
                        charge assessment or imposition on or in respect of an
                        individual unit

                30.2    The whole of the Common Parts or any part of them

        31.     ELECTRICITY, GAS ETC.

        The cost of the supply of electricity gas oil or other fuel for the
        provision of the Services

        32.     ROAD ETC. CHARGES

        The amount which the Landlord shall be called upon to pay and may
        properly pay as a contribution towards the expense of making repairing
        (including renewals but not rebuilding) maintaining and cleansing any
        ways roads pavements or structures Pipes or anything which may belong to
        or be used for the Building or any part of it exclusively or in common
        with other neighbouring or adjoining premises

        33.     STATUTORY ETC. REQUIREMENTS

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



                                       39
<PAGE>   40

        34.     NUISANCE

        The cost to the Landlord of abating a nuisance in respect of the
        Building or any part of it greater than a single lettable area in so far
        as the same is not the liability of any individual tenant

        35.

                35.1    Provided always that in relation to the calculation of
                        the Gross Annual Expenditure or the Service Charge the
                        Landlord shall not include the same sum more than once
                        nor shall the Landlord or any other person providing the
                        Services be paid more than once for any service so
                        provided

                35.2    Notwithstanding the provisions of this Schedule the
                        Landlord shall not recover or seek to recover from the
                        Tenant any Service Charge or other payment in respect of
                        any costs incurred by the Landlord of or incidental to
                        the remedying of any defect in the structure of the
                        Premises or the Building which manifests itself at any
                        time during the Term or of any want of repair
                        attributable to such defect which manifests itself at
                        any time during the Term

                                  SIXTH SCHEDLE

                                    INSURANCE

        1.      DEFINITION

                1.1     "Insurance Cost" means the sums that the Landlord shall
                        from time to time pay by way of premium:

                        1.1.1   for insuring the Building in accordance with
                                this Schedule or (where such insurance includes
                                other premises) the proportion reasonably
                                attributable to the Building of the sums that
                                the Landlord shall from time to time pay by way
                                of premium for insuring the Building and such
                                other premises (to be determined from time to
                                time by the Surveyor acting as an expert and not
                                as an arbitrator)



                                       40
<PAGE>   41

                        1.1.2   for insuring in such amount and on such terms as
                                the Landlord shall consider appropriate against
                                all liability of the Landlord to third parties
                                arising out of or in connection with any matter
                                involving or relating to the Building

                1.2     "Insured Risks" means fire lightning explosion aircraft
                        (including articles dropped from aircraft) riot civil
                        commotion malicious persons earthquake storm tempest
                        flood bursting and overflowing of water pipes tanks and
                        other apparatus and impact by road vehicles and such
                        other risks as the Landlord from time to time reasonably
                        may think fit to insure against

2.      LANDLORD TO INSURE

The Landlord shall insure the Building unless such insurance shall be vitiated
by any act of the Tenant its agents or employees and keep the same insured
against all the Insured Risks at all times

3.      DETAILS OF THE INSURANCE

Insurance shall be effected:

        3.1     in such substantial and reputable insurance office or with such
                underwriters and through such agency as the Landlord may from
                time to time reasonably decide

        3.2     for the following sums:

                3.2.1   such sum as shall from time to time be the full cost
                        (including any Value Added Tax thereon) of rebuilding
                        and reinstating the Building including architects'
                        surveyors' and other professional fees payable upon any
                        applications for planning permission or other permits or
                        consents that may be required in relation to the
                        rebuilding or reinstatement of the Building the cost of
                        debris removal demolition site clearance any works that
                        may be required by statute and incidental expense and

                3.2.2   the loss of Rent and Service Charge (including any Value
                        Added Tax thereon) payable under this Lease from time to
                        time (having regard to any review of rent which may
                        become due under this Lease) for three years or such
                        longer period as the Landlord may from time to time
                        reasonably



                                       41
<PAGE>   42

                        deem to be necessary for the purposes of the planning
                        and carrying out the rebuilding or reinstatement or
                        (where such insurance includes this Lease and other
                        leases) such proportion attributed to this Lease from
                        time to time by the Surveyor acting as an expert and not
                        as an arbitrator

        3.3    against damage or destruction by the Insured Risks to the extent
               that such insurance may ordinarily be arranged for property such
               as the Building with an insurer of repute and subject to such
               excesses exclusions or limitations as are usual in the insurance
               market from time to time

4.      SUSPENSION OF RENT

        4.1    If and whenever during the Term:

               4.1.1  the Premises (which expression in this clause 4 and in
                      clauses 5 and 6 of this Schedule shall include the means
                      of access thereto) or any part of them or the Building or
                      any part of it or the Pipes or the Common Parts are
                      damaged or destroyed by way of the Insured Risks so that
                      the Premises or any part of them are unfit for occupation
                      or use and

               4.1.2  to the extent that payment of the insurance money is not
                      refused by reason of any act or default of the Tenant its
                      agents or employees the provisions of paragraph 4.2 shall
                      have effect

        4.2    When the circumstances contemplated in paragraph 4.1 arise the
               Rent and the Service Charge or a fair proportion of it or them
               according to the nature and the extent of the damage sustained
               and the extent of the insurance monies not refused under
               paragraph 4.1.2 of this Schedule shall cease to be payable until
               the Premises or the Building or the affected parts aforesaid
               shall have been rebuilt or reinstated so that the Premises or the
               affected part are made fit for occupation or use (the amount of
               such proportion to be determined by arbitration in accordance
               with and subject to the provisions of the Arbitration Acts 1950
               and 1979 and any statutory modification or re-enactment thereof
               for the time being in force)



                                       42
<PAGE>   43

5.      REINSTATEMENT AND TERMINATION IF PREVENTED

        5.1     If and whenever during the term the Premises or any part of them
                or the Building or any part of it or the Pipes or the Common
                Parts are damaged or destroyed by any of the Insured Risks and
                subject to paragraph 6.6. of this Schedule the Landlord shall
                use with due expedition its reasonable endeavours to obtain all
                planning permissions and other permits and consents that may be
                required under the Planning Acts or other statutes (if any) to
                enable the Landlord to rebuild or reinstate the property so
                damaged or destroyed ("Permissions")

        5.2     Subject to the provisions of paragraphs 5.3 and 5.4 the Landlord
                shall as soon as the Permissions have been obtained or
                immediately where no Permissions are required apply all money
                received in respect of such insurance (except sums in respect of
                loss of Rent and Service Charge) in rebuilding or reinstating
                the Premises or the Building so destroyed or damaged making up
                any shortfalls out of its own resources

        5.3     For the purposes of this paragraph the expression "Supervening
                Events" means:

                5.3.1   the Landlord has failed despite using its best
                        endeavours to obtain the Permissions

                5.3.2   any of the Permissions have been granted subject to a
                        lawful condition with which in all the circumstances it
                        would be unreasonable to expect the Landlord to comply

                5.3.3   some defect or deficiency in the site upon which the
                        rebuilding or reinstatement is to take place would mean
                        that the same could only be undertaken at a cost that
                        would be unreasonable in all the circumstances

                5.3.4   the Landlord is unable for reason not within the
                        Landlord's control to obtain access to the site for the
                        purposes of rebuilding or reinstating

                5.3.5   the rebuilding or reinstating is prevented by war act of
                        God Government actions strike lock-out

        5.4     The Landlord shall not be liable to rebuild or reinstate the
                Premises or the Building if and for so long as such rebuilding
                or reinstating is prevented by Supervening Events



                                       43
<PAGE>   44

        5.5     If upon the expiry of a period of two years commencing on the
                date of the damage or destruction the Landlord has not commenced
                the rebuilding or reinstatement of the Premises or the Building
                either party may by notice served at any time within 6 months of
                the expiry of such period invoke the provisions of paragraph 5.6

        5.6     Upon service of a notice in accordance with paragraph 5.5:

                5.6.1   the Term will absolutely cease but without prejudice to
                        any rights or remedies that may have accrued to either
                        party against the other including (with prejudice to the
                        generality of the above) any right that the Tenant might
                        have against the Landlord for a breach of the Landlord's
                        covenants set out in paragraphs 5.1 and 5.2

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

6.      TENANT'S INSURANCE COVENANTS

The Tenant agrees with the Landlord:

        6.1     to comply with all the reasonable requirements and
                recommendations of the insurers

        6.2     not knowingly to do or omit anything that could cause any policy
                of insurance on or in relation to the Premises to become void or
                voidable wholly or in part nor (unless the Tenant shall have
                previously notified the Landlord and have agreed to pay the
                increased premium) anything by which additional insurance
                premiums may become payable

        6.3     not to store or bring onto the Premises any article substance or
                liquid of a specifically combustible inflammable or explosive
                nature and to comply with the reasonable requirements and
                recommendations of the fire authority as to fire precautions
                relating to the Premises

        6.4     not to obstruct the access to any fire equipment or the means of
                escape from the Premises nor to lock any fire door while the
                Premises are occupied

        6.5     to give notice to the Landlord as soon as reasonably practicable
                upon the happening of any event which might affect any insurance
                policy on or


                                       44
<PAGE>   45
                relating to the Premises or upon the happening of any event
                against which the Landlord may have insured under this Lease of
                which the Tenant its agents and employees have notice

        6.6     if and whenever during the Term the Premises or any part of them
                are damaged or destroyed by an Insured Risk and the insurance
                money under the policy of insurance effected by the Landlord
                pursuant to its obligations contained in this Lease is by reason
                of any act or default of the Tenant its agents or employees
                wholly or partially irrecoverable immediately in every such case
                to pay to the Landlord on demand the amount of such insurance
                money so irrevocable in which event the provisions of paragraphs
                5 and 6 of this Schedule shall apply

7.      LANDLORD'S INSURANCE COVENANTS

The Landlord agrees with the Tenant in relation to the policy of insurance
effected by the Landlord pursuant to its obligations in this Schedule

        7.1     to produce to the Tenant on demand reasonable evidence of the
                terms of the policy and the fact that the last premium has been
                paid

        7.2     to produce that the interest of the Tenant is noted or endorsed
                on the policy

        7.3     to notify the Tenant of any material change in the risks covered
                by the policy from time to time

        7.4     to produce to the Tenant on demand written confirmation from the
                insurers that they have agreed to waive all rights of
                subrogation against the Tenant

                                SEVENTH SCHEDULE

                       (LANDLORD'S FIXTURES AND FITTINGS)

The radiators window and door fittings light fittings electrical equipment and
carpeting (but excluding any electrical equipment which is brought onto the
Premises by the Tenant)


                                       45
<PAGE>   46


                                 EIGHTH SCHEDULE
1.      GUARANTEE

        1.1     The Guarantor(s) (jointly and severally) guarantee(s) to the
                Landlord that the Tenant will pay the rents reserved by and
                perform and observe all the Tenant's covenants in this Lease
                throughout the Term and the Guarantor(s) will pay and make good
                to the Landlord on demand any losses damages costs and expenses
                suffered or incurred by the Landlord by reason of any failure of
                the Tenant to do so

        1.2     This guarantee is to take effect immediately on the assignment
                of the Lease to the Tenant and is to remain in force for so long
                as and to the extent that the Tenant is not released by law from
                liability for the Tenant's covenants in the Lease

        1.3     In the context of these guarantee provisions, reference to the
                Tenant are to the assignee only (in its capacity as Tenant) with
                respect to whom this guarantee is given

2.      NO WAIVER OR RELEASE OF LIABILITY

The Guarantor(s) is not to be released from liability under these provisions by
reason of:

        2.1     any forebearance the granting of any time or any other
                indulgence on the part of the Landlord; or

        2.2     any variation of this Lease, made with the consent of the
                Guarantor(s), and the guarantee of the Guarantor(s) in paragraph
                1 is to operate in relation to this Lease as it may be varied
                from time to time

3.      GUARANTOR(s) TO ACCEPT NEW LEASE UPON DISCLAIMER

        3.1     If this Lease is determined by re-entry by the Landlord or is
                effectively determined by disclaimer, the Guarantor(s) shall, if
                the Landlord by notice in writing within three months after the
                date of determination so requires take from the Landlord a lease
                of the Premises

        3.2     The Lease to be granted to the Guarantor(s) under paragraph 3.1
                is to be on the following terms:



                                       46
<PAGE>   47

                3.2.1   the term is to commence on the date of termination of
                        this Lease and to be equal to the residue of the Term
                        which would have remained unexpired at the date of this
                        Lease had not then been terminated;

                3.2.2   the yearly rent is to be the same as would have been
                        payable under this Lease if it had continued;

                3.2.3   the Lease is otherwise to be on the same terms and
                        conditions as would have applied under this Lease if it
                        had been continued undetermined; and

                3.2.4   the Guarantor(s) (is) (are) to succeed to the rights and
                        assume the liability of the Tenant under this Lease as
                        if the Lease had continued undetermined

4.      SUBORDINATION OF RIGHTS OF THE GUARANTOR(s)

        4.1     With respect to any sums paid by the Guarantor(s) under this
                Schedule and to any other rights which may accrue to the
                Guarantors(s) in respect of any sums so paid or liabilities
                incurred under this guarantee or in the observance performance
                or discharge of the obligations and covenants of the Tenant in
                this Lease, the Guarantor(s) shall rank and be entitled to
                enforce its rights only after all obligations and covenants
                under this guarantee have been fully observed and performed, and
                if they have not the Guarantor(s) shall not:

                4.1.1   seek to recover from the Tenant, or any third party
                        whether directly or by way of set-off lien counterclaim
                        or otherwise or accept any money or other property or
                        security or exercise any rights in respect of any sum
                        which may be or become due to the Guarantor(s) on
                        account of the failure by the Tenant to observe and
                        perform or discharge such obligations or covenants in
                        this Lease;

                4.1.2   claim, prove or accept any payment in composition by way
                        of winding-up, liquidation, bankruptcy or other form of
                        insolvency of the Tenant in competition with the
                        Landlord for any amount whatsoever owing to the
                        Guarantor(s) by the Tenant; nor

                4.1.3   exercise any right or remedy in respect of any amount
                        paid by the Guarantor(s) under this Lease or any
                        liability incurred by the Guarantor(s)



                                       47
<PAGE>   48

                        in observing, performing or discharging the obligations
                        and covenants of the Tenant

        4.2     The Guarantor(s) warrant(s) that it has not taken, and
                undertakes with the Landlord that it will not without the
                consent of the Landlord:

                4.2.1   take any security from the Tenant in respect of this
                        guarantee and, if any such security is so taken
                        notwithstanding, it shall be held on trust for the
                        Landlord as security for the respective liabilities of
                        the Guarantor(s) and the Tenant; nor

                4.2.2   be entitled to any right of proof in the bankruptcy,
                        liquidation or other form of insolvency of the Tenant or
                        exercise any other right of the Guarantor(s) discharging
                        his liability in respect of such obligation and
                        covenants


THE COMMON SEAL of Howtin Investments Limited
was hereunto affixed
in the presence of

               Director  /s/ (Illegible)

               Secretary /s/ (Illegible)

THE COMMON SEAL of Udate.Com Limited
was hereunto affixed
it the presence of

               Director

               Secretary

                                       48
<PAGE>   49


IN THE GREAT DERBY COUNTY COURT     No of Matter   DE002468

IN THE MATTER OF THE LANDLORD AND TENANT ACT 1954

AND

IN THE MATTER OF A PROPOSED LEASE OF PREMISES AT

NEW ENTERPRISE HOUSE, ST HELENS STREET, DERBY

BETWEEN

Howtin Investments Limited

                                                   First Applicant

                                    and

Icebreaker Personal Network Limited

                                                   Second Applicant

Upon the application of the Solicitors for the First and Second Applicant and by
consent it is ordered that the First and Second Applicant shall be authorised to
include in a Lease (a draft copy of which annexed hereto) to be made between the
First Applicant as Landlord and the Second Applicant as Tenant of premises
situate at New Enterprise House, St Helens Street, Derby of a provision
excluding the provisions of Sections 24 to 28 (inclusive) of the Landlord and
Tenant Act 1954


Dated the    28th   day of    July   2000
          ----------       ----------

/s/ (Illegible)
District Judge




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