MILLENNIUM PHARMACEUTICALS INC
EXHIBIT 10.8
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>4
<FILENAME>a2040039zex-10_8.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>


<PAGE>

                                                                  Exhibit 10.8

AGREEMENT FOR LEASE











                             DATED 9TH FEBRUARY 2001



                               GRANTA PARK LTD (1)
                                  MEPC LTD (2)
                       MILLENNIUM PHARMACEUTICALS LTD (3)
                       MILLENNIUM PHARMACEUTICALS INC (4)

                                   COUNTERPART
                               AGREEMENT FOR LEASE

               RELATING TO PLOT 15A GRANTA PARK ABINGTON CAMBRIDGE
                     (AND PLOT 12 - TEMPORARY ACCOMMODATION)










                                                              Taylor Vinters
                                                              Merlin Place
                                                              Milton Road
                                                              Cambridge CB4 0DP

                                                              Tel: 01223 423444
                                                              Fax: 01223 426114

                                                              Our Ref: JMW




<PAGE>


                                      INDEX

1        Definitions
2        Interpretation
3        Detailed Specifications
4        Planning Consent
5        The Condition
6        Requisite Consents
7        Landlord's obligations with regard to the carrying out of the Works
8        Variations
9        Tenant's request for Variations to Works
10       Appointment of Consultants and Contractors and Collateral Warranties
11       CONDAM Regulations
12       Measurement
13       Termination
14       Remedy of Defects
15       Tenant's Fit Out Works
16       Disputes
17       Development Costs
18       Occupation Pending Grant of Lease
19       Grant of the Lease
20       Title
21       Encumbrances
22       Disclaimer
23       Agreement not Assignable
24       Non Merger
25       Notices
26       Insurance
27       VAT
28       Capital Allowances
29       Guarantee
30       MEPC Guarantee
31       Third Party Rights
32       Temporary Accommodation

Schedule I:       Draft Leases
Schedule II:      Encumbrances
Schedule III:     Outline Specification of the Works
Schedule IV:      Form of Landlord's Management Contract and Management
                  Contractor's Warranty
Schedule V:       Form of Consultant's Warranty
Schedule VI:      Extract of Draft Insurance Policy
Schedule VII:     Form of Consultant's Appointment

<PAGE>

Schedule VIII:    Alternative Procurement Method


T H I S  A G R E E M E N T  is made the Ninth          day of February
Two thousand and one  B E T W E E N :-

(1)      GRANTA PARK LIMITED (company registration number 3455563) whose
         registered office is at 103 Wigmore Street London W1U LAH
         ("the Landlord")

(2)      MEPC LIMITED (company registration number 00420575) whose registered
         office is at 103 Wigmore Street London W1U LAH ("MEPC")

(3)      MILLENNIUM PHARMACEUTICALS LIMITED of The Merrifield Centre Rosemary
         Lane Cambridge CB1 3LQ ("the Tenant") and

(4)      MILLENNIUM PHARMACEUTICALS INC of 75 Sidney Street Cambridge
         Massachusetts USA 02139 ("the Surety")

NOW IT IS HEREBY AGREED as follows:-

1                 DEFINITIONS
                  IN this Agreement where the context so allows:-

1.1               "Access Date" means the date following that upon which the
                  Landlord serves written notice upon the Tenant inviting the
                  Tenant to commence the carrying out of the Tenant's Fit Out
                  Works provided that the Landlord shall not serve such notice
                  until the following have been completed:-

1.1.1             all external excavation;

1.1.2             mass filling to formation level and sub-base to roads;

1.1.3             all on site drainage installations manholes and soakaways;

1.1.4             reinforced concrete structural frame including ground slab and
                  suspended power floated slabs to first and plant room floors
                  all with associated cast-in builders work ducts and voids;


<PAGE>

1.1.5             structural steel work frame for roof level plant room; and

1.1.6             incoming main services for gas electricity and water and below
                  ground duct work

1.2               "the Act" means the Town and Country Planning Act 1990 as
                  amended by the Planning and Compensation Act 1991 and includes
                  any statute amending consolidating or replacing it for the
                  time being in force

1.3               "Appeal" means both or either of the following:-

1.3.1             An appeal to the Secretary of State in accordance with the Act
                  against either refusal or deemed refusal of planning
                  permission or the grant of a planning permission subject to
                  one or more Onerous Conditions

1.3.2             A calling in of an application under s.77 of the Act

1.4               "Associated Company" means a company or body in which the
                  Surety has a controlling interest directly or indirectly

1.4               "the Building" means the building to be constructed as part
                  of the Works

1.6               "the Certificate Date" means the date of issue of the
                  Certificate of Practical Completion

1.7               "the Certificate of Practical Completion" means the
                  certificate to be issued by the Landlord's Representative
                  confirming Practical Completion of the Works

1.8               "Completion Date" means the date which is five working days
                  after the latest to happen of the following:-

1.8.1             the Interim Certificate Date


<PAGE>


1.8.2             agreement or determination of the Gross Internal Area of the
                  Building in accordance with clause 12

1.9               "the CONDAM Regulations" means the Construction (Design and
                  Management) Regulations 1994

1.10              "Consultant" means the Planning Supervisor

1.11              "Court Application" means both or either of the following as
                  the case may be namely:-

1.11.1            Any application for judicial review under Order 53 of the
                  Rules of the Supreme Court in respect of any planning
                  permission; and/or

1.11.2            An application by a person aggrieved under s.288 of the Act
                  in respect of any planning permission

1.12              "Defects Liability Period" means the period of 18 months
                  commencing on the Interim Certificate Date

1.13              "Deferred Works" means:-

1.13.1            those parts of the Works which cannot be carried out prior to
                  completion of the Tenant's Fit-Out Works;

1.13.2            the final surfacing to all roads and footpaths;

1.13.3            applied paints and finishes floor covering staircase handrails
                  and balustrades;

1.13.4            installation of doors (or final panels) providing temporary
                  access to the


<PAGE>

                  plant room forming part of the Works;

1.13.5            external doors stair lobby doors and duct riser doors; and

1.13.6            soft landscaping top soiling and planting

1.14              "the Detailed Specification" means the plans drawings and
                  specifications of the Works to be agreed pursuant to clause 3
                  hereof

1.15              "the Development" means the carrying out of the Works in order
                  to provide a new R & D office/laboratory building or linked
                  buildings (including ancillary stores or similar buildings)
                  with an aggregate Gross Internal Area of approximately 90,000
                  square feet together with such car parking as shall conform
                  with the Parking Ratio constructed partly within the Property
                  and partly in an adjacent parking grove

1.16              "the Estate" means the entirety of the property known as and
                  comprising Granta Park Abington Cambridge as designated by the
                  Landlord from time to time the present extent of which is
                  shown for identification by blue edging on Plan 1 annexed to
                  the Lease

1.17              "Event of Default" means in respect of the Tenant any one or
                  more of the following:-

1.17.1            Non-rectification by the Tenant of a material default by the
                  Tenant (in respect of any of its obligations under this
                  Agreement) of which the tenant has been given written notice
                  within the period stipulated in such notice such period to be
                  reasonable in the circumstances

1.17.2            An Event of Insolvency in relation to the Tenant or the Surety


<PAGE>

1.17.3            Material default by the Tenant in respect of any of its
                  obligations under the Tenant's Management Contract or the
                  terms of the appointment of the Tenant's Design Consultant

1.17.4            The issue by the Tenant's Management Contractor of any notice
                  terminating or indicating an intention to terminate the
                  Tenant's Management Contract

1.18              "Event of Insolvency" means in respect of any party to whom
                  it refers:-

1.18.1            If that party is a company that

1.18.1.1          It is deemed unable to pay its debts as defined in s.123 of
                  the Insolvency Act 1986 ("the Act") or goes into liquidation
                  as defined in s.247(2) of the Act or is otherwise wound up
                  (except voluntarily for the purpose of reconstruction and/or
                  amalgamation with a solvent concern) or that a provisional
                  liquidator is appointed under s.135 of the Act

1.18.1.2          A petition is presented for an administration order under Part
                  II of the Act

1.18.1.3          A receiver or manager is appointed whether under Part III of
                  the Act or otherwise

1.18.1.4          A proposal is made for a voluntary arrangement under Part I of
                  the Act or

1.18.2            If the person is an individual:-

1.18.2.1          That a bankruptcy  petition is presented to the Court or the
                  circumstances of that person are such that a bankruptcy
                  petition could be presented under Part IX of the Act


<PAGE>

1.18.2.2          That an application is made for an interim order or a proposal
                  is made for a voluntary arrangement under Part VIII of the Act

1.18.2.3          That the person otherwise compounds with his creditors or

1.18.3            In respect of the Surety bankruptcy receivership insolvency
                  re-organisation (except for the purposes of amalgamation or
                  reconstruction) or similar proceedings involving or affecting
                  the Surety

1.18.4            If any execution of distress shall be levied on any goods or
                  chattels of the party concerned

1.19              "Force Majeure" means:-

1.19.1            Fire storm tempest other extreme adverse weather conditions
                  hostilities labour lock out strikes and other industrial
                  disputes riot non-availability of materials or equipment;
                  and/or

1.19.2            Any other cause or circumstances outside the control of the
                  Landlord  provided that any such cause or circumstance:-

1.19.2.1          Materially and adversely affects the performance of the terms
                  and provisions of this Agreement; and

1.19.2.2          Cannot reasonably be avoided or provided against by the
                  Landlord

1.19.3            The operation of clause 9

1.20              "Forecast Construction Cost" means the aggregate cost of the
                  following items:-


<PAGE>

1.20.1            the forecast cost of construction agreed or determined
                  pursuant to clauses 17.3 or 17.4 of the Works on the Property
                  pursuant to the Management Contract

1.20.2            the forecast cost of construction agreed or determined
                  pursuant to clause 17.3 or 17.4 of the parking spaces
                  available for use (calculated in accordance with the Parking
                  Ratio) by the occupier of the Building and situate otherwise
                  than on the Property

1.20.3            managing contracting fees and preliminaries as agreed or
                  determined pursuant to clauses 3.1 or 3.3 hereof but excluding
                  all contingencies professional fees and fees for regulatory
                  applications and any fixed price or single lump sum allowances

1.21              "Gross Internal Area" has the meaning attributed to it in the
                  Measuring Code but calculated on the basis that the areas set
                  out in paragraph 2.6 of the Measuring Code are excluded and
                  not included

1.22              "Independent Expert" means a Fellow of the Royal Institution
                  of Chartered Surveyors of no less than 10 years calling and
                  with experience in the construction and valuation of premises
                  of a similar nature to the Property to be agreed upon by the
                  Landlord and the Tenant or in default of agreement appointed
                  by the President of the time being of the Royal Institution of
                  Chartered Surveyors on the application of either of them
                  acting as an expert and not as an arbitrator

1.23              "Insured Risks" means the risks specified in the extract of
                  the draft policy annexed hereto (as Schedule VI)

1.24              "Interest" means interest at the rate of 4% above the base
                  rate of Lloyds TSB Bank plc from time to time (as well after
                  as before judgement) or

<PAGE>

                  such other comparable rate as the Landlord may reasonably
                  designate if the base rate ceases to be published compounded
                  at quarterly rests on the 31 March 30 June 30 September and 31
                  December in each year

1.25              "Interim Certificate" means the certificate to be issued by
                  the Landlord's Representative confirming that the Works have
                  been brought to Practical Completion save for the Deferred
                  Works

1.26              "Interim Certificate Date" means the date of issue of the
                  Interim Certificate

1.27              "the Landlord" includes the Landlord's successors in title to
                  the Estate and any other person who is at any time entitled
                  to the reversion immediately expectant on the term agreed to
                  be granted by this Agreement

1.28              "Landlord's Capital Contribution" means a sum arrived at by
                  multiplying the number of square metres comprised in the Gross
                  Internal Area of the Building (as measured in accordance with
                  clause 12) by (pound)1,250 and deducting from this figure the
                  Forecast Construction Cost

1.29              "the Landlord's Percentage" means 33%

1.30              "the Landlord's Representative" means William Scott of Granta
                  Park Limited Granta Park Abington Cambridge or such other
                  person as the Landlord may appoint to fulfil such role and
                  notified in writing to the Tenant

1.31              "the Landlord's Solicitors" means Taylor Vinters of Merlin
                  Place Milton Road Cambridge or any other firm of solicitors
                  which the Landlord may from time to time notify to the Tenant
                  as being its solicitors for the purposes of this Agreement


<PAGE>

1.32              "the Lease" means the Lease of the Property in the form of
                  the draft annexed hereto (as Schedule I) to be granted by the
                  Landlord to the Tenant pursuant to this Agreement

1.33              "the Long Stop Date" means the date falling 24 months after
                  the date of grant of the Planning Consent

1.34              "the Management Contract" means a contract under seal for the
                  carrying out of the Works the form of such contract to be
                  agreed or ascertained pursuant to clauses 7.1 to 7.4 inclusive

1.35              "the Management Contractor" means Bovis Lend Lease
                  Pharmaceutical Limited (company registration number 3133137)
                  subject to guarantee by Bovis Lend Lease Holdings Limited
                  (company registration number 231889) or such other company (if
                  any) as may be employed by the Landlord from time to time to
                  act as Management Contractor in respect of the Development and
                  approved by the Tenant such approval not to be unreasonably
                  withheld or delayed

1.36              "Material Variation" means any alteration or addition to or
                  omission from the Specification or the use of any materials in
                  substitution for those specified in the Specification and/or
                  the Management Contract

1.36.1            which is not insubstantial or immaterial and of a routine
                  nature, or

1.36.2            which would alter the design layout nature capacity or
                  standard of construction of the Works or which would prejudice
                  or have a materially adverse effect on the use of the Property
                  for the purposes specified in the Lease or in the case of the
                  Tenant's Fit Out Works which would alter the design layout or
                  nature of the Tenant's Fit-Out Works

<PAGE>

1.36.3            where the variation involves substitution of materials
                  those materials substituted are not of an equivalent or
                  superior standard or

1.36.4            which would cause a material delay in the construction period
                  under the Management Contract

1.37              "Measuring Code" means the Code of Measuring Practice (Fourth
                   Edition RICS/ISVA 1993)

1.38              "Onerous Condition" means a condition imposed in a planning
                  permission or any other limitation or provision of a planning
                  permission applied for under this Agreement or contained in or
                  imposed or to be imposed in any planning agreement regulating
                  the Development or use of the Property and which contains an
                  obligation or restriction of any one or more of the following
                  kinds:-

1.38.1            It requires the payment or expenditure of money or other
                  consideration by way of planning gain or on works outside the
                  Estate or

1.38.2            It prevents or unduly restricts the occupation of the Property
                  for the Permitted Use or to a named occupier or class of
                  occupiers more restricted than that referred to in the
                  Planning Agreement

1.38.3            It prevents the carrying out of the Development without the
                  agreement or co-operation of an independent third party which
                  cannot be obtained on a basis at a cost or within a time that
                  in any such case is reasonably acceptable to the Landlord and
                  the Tenant

1.38.4            It prevents or unduly restricts the development or occupation
                  of any other part of the Estate

<PAGE>

1.39              "Outline Specification" means the outline specification of the
                   Works contained in Schedule III

1.40              "Parking Ratio" means one car parking space for each 24
                  square metres of the gross external area of the Building (as
                  determined by the relevant planning authority) or such lesser
                  ratio as may be imposed by the relevant planning authority
                  prior to the grant of the Planning Consent

1.41              "Permitted Use" means the use permitted by the Lease

1.42              "Planning Consent" means a reserved matters approval
                  authorising the carrying out of the Development in accordance
                  with the Specification and the use of the Property for the
                  Permitted Use and which does not contain any Onerous
                  Conditions

1.43              "Planning Agreement" means the Section 106 Town and Country
                  Planning Act 1990 Agreement dated 28 day of August 1996 as
                  amended by a Section 106 Agreement dated 10 June 1998 and a
                  Supplemental Agreement dated 11 June 1998

1.44              "the Planning Supervisor" means such firm or company of
                  planning supervisors as may be appointed by the Landlord in
                  connection with the Development and approved by the Tenant
                  such approval not to be unreasonably withheld or delayed

1.45              "Practical Completion" means the Practical Completion of the
                  Development in accordance with the Management Contract

1.46              "the Property"  means the land known as Plot 15A Granta Park
                  together with the Building (so far as constructed

<PAGE>

                  from time to time) constructed thereon as part of the
                  Development and as more particularly described in Part I of
                  Schedule I to the Lease

1.47              "Relevant Date" means 30 November 2001

1.48              "Rent Commencement Date" means the date which is the later
                  of:-

1.48.1            The date of expiry of the period of 12 months from the Access
                  Date;

1.48.2            The date of expiry of the period of 6 months from the Interim
                  Certificate Date and

1.48.3            The date being the earlier of the date upon which the Tenant
                  takes up beneficial occupation of the Premises for the purpose
                  of carrying out its business and the date of expiration of the
                  period of 21 months from the date upon which the Landlord
                  commences the carrying out of the Works but provided that such
                  period will be extended by any periods of delay in the
                  carrying out of the Works which are attributable to:

1.48.3.1          Force Majeure under the Management Contract; or

1.48.3.2          The insolvency of the Management Contractor or any
                  sub-contractor involved in the carrying out of the Works; or

1.48.3.3          Any failure on the part of the Landlord to comply with its
                  obligations under the Management Contract; and

               BUT provided that such periods shall run concurrently and shall
               not be cumulative

1.49              "Requisite Consents" means those permissions consents
                  approvals


<PAGE>

                  licences certificates and permits which may be necessary in
                  order to lawfully carry out maintain and complete the
                  Development and to permit the Tenant's occupation of the
                  Property for the Permitted Use but excluding those relating to
                  the Tenant's particular business

1.50              "Sub-Contractor" means any sub-contractor employed by the
                  Management Contractor to undertake any part of the Works

1.51              "Secretary of State" means the Secretary of State for the
                  Environment or other Minister or authority for the time being
                  having the right to exercise the powers now conferred upon the
                  Secretary of State for the Environment by s.77 78 and 79 of
                  the Act

1.52              "Settlement Date" means the date falling 5 Working Days after
                  the later of the issue of a certificate of practical
                  completion in respect of the Tenant's Fit Out Works and the
                  determination of the amount of the Landlord's Capital
                  Contribution pursuant to clause 17 hereof

1.53              "Site Meeting" means any of the pre-arranged meetings between
                  the Management Contractor the Consultants and Sub--Contractors
                  relating to the Works

1.54              "the Specification" means the Detailed Specification of the
                  Works

1.55              "Target Development Cost" means a sum no less than L850
                  multiplied by the number of square metres of Gross Internal
                  Area and no greater than(pound)900 multiplied by the number of
                  square metres of Gross Internal Area

1.56              "the Tenant" includes any successors in title of the Tenant
                  or assignees of the benefit of this Agreement approved by the
                  Landlord pursuant to clause 23

<PAGE>

1.57              "Tenant's Design Consultant" means such person firm or company
                  as may be employed by the tenant from time to time in
                  connection with the Tenant's Fit Out Works with the approval
                  of the Landlord such approval not to be unreasonably withheld
                  or delayed

1.58              "Tenant's Management Contractor" means the company appointed
                  by the Tenant to carry out the Tenant's Fit Out Works and
                  whose identity shall be approved by the Landlord such approval
                  not to be unreasonably withheld or delayed

1.59              "Tenant's Consultants" means the Tenant's Design Consultant
                  and the Tenant's Planning Supervisor

1.60              "Tenant's Fit Out Specification" means the plans drawings and
                  specifications of the Tenant's Fit Out Works to be agreed
                  pursuant to clause 3 (which specification may be subject to
                  further detailing variations or additions in accordance with
                  clauses 8 or 9 hereof)

1.61              "Tenant's Fit Out Works" means the works to be carried out by
                  the Tenant in order to fit out the Building for the purposes
                  of its business as are more particularly described in the
                  Tenant's Fit Out Specification

1.62              "Tenant's Interim Certificate" means an interim certificate
                  issued by the Tenant's Representative confirming the due
                  completion of part or parts of the Tenant's Fit Out Works

1.63              "Tenant's Planning Supervisor" means such firm or company as
                  may be appointed by the Tenant as planning supervisor in
                  respect of the Tenant's Fit Out Works and approved by the
                  Landlord such approval not to be unreasonably withheld or
                  delayed

<PAGE>

1.64              "Tenant's Representative" means Henry Martin of Hannah Reed
                  Associates of Telford House Fulbourn Cambridgeshire or such
                  other firm or company of surveyors as may be appointed by the
                  Tenant and notified to the Landlord

1.65              "Tenant's Solicitors" means Hewitson Becke & Shaw of
                  Shakespeare House 42 Newmarket Road Cambridge CB5 8EP or such
                  other firm of solicitors as the Tenant may from time to time
                  notify to the Landlord as being its solicitors for the
                  purposes of this Agreement

1.66              "Term Commencement Date" means the quarter day prior to the
                  Interim Certificate Date

1.67              "Variations" means any changes to the materials used in
                  connection with the Works or any amendment to or departure
                  from the Specification or the Tenant's Fit Out Specification

1.68              "VAT" means any value added tax at the relevant rate from
                  time to time in force or any tax of similar nature that may be
                  substituted for it or levied in addition to it

1.69              "Working Day" means any day from Monday to Friday (inclusive)
                  which is not Christmas Day Good Friday or a statutory Bank
                  Holiday

1.70              "the Works" means the works to be carried out by the Landlord
                  and set out in the Specification as the same may be varied
                  from time to time pursuant to clauses 8 and 9 hereof

1.71              "Yearly Rent" means the sum of L18.50 plus VAT multiplied by
                  the number of square feet comprised in the Gross Internal Area
                  of the Building as agreed or determined in accordance with
                  clause 12


<PAGE>

2                 INTERPRETATION
                  IN this Agreement:-

2.1               Any reference to a clause sub-clause or paragraph is a
                  reference to the corresponding clause sub-clause or paragraph
                  of this Agreement and any clause headings shall not affect its
                  construction

2.2               Words importing the singular meaning where the context so
                  admits include the plural meaning and vice versa

2.3               Words of one gender include both other genders and words
                  denoting persons shall include operations and firms and vice
                  versa

2.4               If any party to this Agreement comprises more than one person
                  the obligations and liabilities of that party under this
                  Agreement shall be joint and several obligations and
                  liabilities of those person

3                 DETAILED SPECIFICATION

3.1               THE Landlord and the Tenant shall forthwith after the date
                  hereof each use their respective reasonable endeavours to
                  reach agreement on the detailed specification of the Works
                  based upon the Outline Specification within the period of 3
                  months from the date hereof or one month from the date of
                  grant of the Planning Consent whichever is the later and on
                  the Tenant's Fit Out Specification within the period of 5
                  months from the date hereof or one month from the date of
                  grant of the Planning Consent whichever is the later and such
                  specifications shall take into account any requirements of the
                  planning authority and any conditions annexed to the Planning
                  Consent and in agreeing the detailed specification of the
                  Works both parties will seek to ensure that the Forecast
                  Construction Cost falls

<PAGE>

                  within the parameters of the Target Development Cost (such
                  costs to be calculated for the purposes of this clause by
                  reference to a Gross Internal Area calculated from a
                  measurement of the drawings forming part of the Detailed
                  Specification)

3.2               Once the Detailed Specification and the Tenant's Fit Out
                  Specification have been agreed between the parties copies of
                  each shall be signed by or on behalf of the parties hereto

3.3               If the Detailed Specification or the Tenant's Fit Out
                  Specification have not been agreed within the periods referred
                  to in clause 3.1 either party may refer the matter to the
                  Independent Expert for determination in accordance with clause
                  16

4                 PLANNING CONSENT

4.1               THE Landlord will apply for and use all reasonable endeavours
                  to obtain the Planning Consent as soon as practicable and in
                  any event by the Relevant Date Provided Always that if at that
                  date a Court Application has been made the Relevant Date shall
                  be extended to a date one month after all proceedings pursuant
                  to the Court Application have been exhausted and (if
                  applicable) any further decision required to be made by the
                  Secretary of State or the local planning authority or any
                  other relevant authority pursuant to such proceedings have
                  been made

4.2               The grant of a planning permission containing one or more
                  Onerous Conditions shall be treated for the purposes of this
                  Agreement as a planning refusal unless both the Landlord and
                  the Tenant shall elect to treat the grant of such planning
                  permission as the grant of the Planning Consent

4.3               Notwithstanding the provisions of clause 4.1 hereof the
                  Landlord shall not

<PAGE>

                  be obliged to appeal against the refusal of Planning Consent
                  or against the grant of planning permission subject to one or
                  more Onerous Conditions

4.4               The Landlord will immediately upon receipt of the same supply
                  a copy of any planning permission which is granted as a result
                  of an application made pursuant to clause 4.1 and shall within
                  10 Working Days of receipt of any planning permission notify
                  the Tenant in writing if it considers on reasonable grounds
                  any of the conditions attached to such planning permission to
                  be an Onerous Condition (time being of the essence for the
                  purposes of this sub-clause 4.4)

4.5               The Tenant shall within 10 Working Days from receipt of the
                  copy planning permission notify the Landlord in writing
                  whether it considers on reasonable grounds that any condition
                  attached to such planning permission is an Onerous Condition
                  (time being of the essence for the purposes of this sub-clause
                  4.5)

4.6               If the Landlord shall disagree with any notice served upon it
                  by the Tenant pursuant to subclause 4.5 it shall have five
                  Working Days from receipt of that notification (time being of
                  the essence for the purposes of this subclause 4.6) to serve
                  on the Tenant notice in writing ("an Objection Notice")
                  invoking the provisions of clauses 4.8 to 4.10

4.7               If the Tenant shall disagree with any notice served upon it
                  by the Landlord pursuant to clause 4.4 it shall have five
                  Working Days from receipt of that notification (time being of
                  the essence for the purposes of this subclause 4.7) to serve
                  on the Landlord notice in writing ("an Objection Notice")
                  invoking the provisions of clause 4.8 to 4.10

4.8               If an Objection Notice is served in accordance with subclause
                  4.6 or 4.7 and within the time limit therein specified either
                  party shall be entitled to

<PAGE>

                  refer the question of whether the condition or conditions in
                  question are Onerous Conditions to the Independent Expert such
                  referral to be made within five Working Days of receipt of an
                  Objection Notice

4.9               The Independent Expert shall invite the parties to submit to
                  him within such time as he may direct such written
                  representations concerning the condition or conditions in
                  question as they may respectively wish to make and shall have
                  such regard (if any) to such representations (if any) as he
                  shall consider appropriate

4.10              The Independent Expert shall determine whether the condition
                  or conditions in question or any of them are Onerous
                  Conditions and shall give to each of the parties a notice of
                  his determination and his fees and expenses shall be borne
                  equally by the Landlord and the Tenant

4.11              The Landlord will keep the Tenant informed of the progress of
                  its application for the Planning Consent and at the written
                  request and cost of the Landlord the Tenant will use all
                  reasonable endeavours to assist the Landlord in obtaining the
                  same but shall not act independently of the Landlord

4.12              Without prejudice to the generality of the foregoing the
                  Tenant will if it is necessary to procure the grant of the
                  Planning Consent at the written request and cost of the
                  Landlord promptly enter into a planning agreement in such form
                  as the Landlord or the local planning authority may reasonably
                  require and as the Tenant shall approve (such approval not to
                  be unreasonably withheld or delayed)

5                 THE CONDITION

5.1               THIS Agreement is conditional upon the grant of the Planning
                  Consent

<PAGE>

5.2               If by the Relevant Date the Condition referred to in clause
                  5.1 remains unsatisfied either party wishing to determine this
                  Agreement may do so by serving on the other not less than one
                  month's notice in writing of such wish

5.3               If at the expiry of such notice the condition referred to in
                  clause 5.1 still remains unsatisfied or has not been waived by
                  the Tenant (with the Landlord's agreement) this Agreement
                  shall immediately determine and the provisions of clause 13
                  shall apply

5.4               The provisions of clauses 6 to 30 inclusive of this Agreement
                  shall be and remain executory and shall only become operative
                  on or with effect from the date upon which the condition in
                  clause 5.1 has been satisfied

6                 REQUISITE CONSENTS

6.1               THE Landlord will apply for and use all reasonable endeavours
                  to obtain at its own cost all Requisite Consents necessary for
                  the carrying out of the Works as may from time to time be
                  appropriate both before and throughout the course of such
                  works

6.2               The Tenant will apply for and use all reasonable endeavours to
                  obtain at its own cost all Requisite Consents for the Tenant's
                  Fit Out Works as may from time to time be appropriate both
                  before and throughout the course of such works

6.3               If a Requisite Consent is refused the Landlord or the Tenant
                  as appropriate will take such action as may be appropriate in
                  order to proceed with the relevant works

6.4               The Landlord and the Tenant will each notify the other of the
                  grant of a Requisite Consent and will deliver a copy thereof
                  to the other as soon as


<PAGE>

                  practicable

7                 LANDLORD'S OBLIGATIONS WITH REGARD TO THE CARRYING OUT OF THE
                  WORKS

7.1               THE Landlord and the Tenant shall forthwith after the date
                  hereof each use their respective reasonable endeavours to
                  reach agreement with Bovis Lendlease Pharmaceuticals Limited
                  ("Bovis") on the form of contract to be used for the carrying
                  out of Works based upon the form of draft contract annexed
                  hereto as Schedule IV

7.2               The Landlord shall not be entitled to make amendments to the
                  form of draft contract annexed hereto save as may be required
                  by Bovis and approved by the Tenant such approval not to be
                  unreasonably withheld or delayed

7.3               In case of failure to agree the form of such contract with
                  Bovis within eight weeks from the date of this Agreement the
                  Landlord shall nominate an alternative firm or company as
                  prospective management contractor such firm or company to be
                  approved by the Tenant (such approval not to be unreasonably
                  withheld or delayed) and shall use all reasonable endeavours
                  to procure its acceptance of the said form of contract

7.4               If either the alternative firm or company (referred to in
                  clause 7.3) cannot be agreed between the Landlord and the
                  Tenant or the form of contract is not accepted by such
                  alternative firm or company within 4 weeks from the expiry of
                  the 8 week period referred to in clause 7.3 then the
                  provisions of Schedule VIII shall apply

7.5               The Landlord will enter into the Management Contract as soon
                  as practicable after the date of this Agreement and will
                  procure the commencement of the Works as soon as practicable
                  thereafter and in any
<PAGE>

                  event within 8 weeks from the date of grant of the Planning
                  Consent

7.6.1             The Landlord will use all reasonable endeavours to enforce
                  the obligations on the part of the Management Contractor
                  contained in the Management Contract

7.6.2             The Landlord will use all reasonable endeavours to enforce
                  the obligations on the part of the Consultants contained in
                  their respective appointments

7.7               The Landlord will at its own cost following the obtaining of
                  all Requisite Consents use all reasonable endeavours to
                  procure the carrying out and completion of the Works:-

7.7.1             In a good and workmanlike manner with good quality materials

7.7.2             In accordance with the Requisite Consents

7.7.3             In accordance with the CONDAM Regulations

7.8               The Landlord will:-

7.8.1             Use reasonable endeavours to procure that the Works are
                  sufficiently progressed to enable the Landlord to serve the
                  notice referred to in clause 1.1 hereof within 11 months from
                  the date of grant of Planning Consent

7.8.2             Keep the Tenant informed of the progress of the Works and of
                  any material problems or delays affecting the same

7.8.3             Give reasonable prior notice of all Site Meetings to enable
                  the Tenant or its professional advisers to attend and make
                  representations (if appropriate) as observers only and will
                  following such meetings supply
<PAGE>

                  copies of the minutes thereof to the Tenant

7.8.4             Allow the Tenant or its professional advisers on the giving
                  of reasonable prior notice to enter on the Property in order
                  to view the state and progress of the Works provided that in
                  doing so the Tenant and its professional advisers shall not
                  impede or obstruct the progress of the Works nor issue any
                  instructions to the any of the Management Contractor or to any
                  workmen (including any Sub-Contractor) employed in the
                  carrying out of the Works provided that any inspection
                  representation or approval in connection with the Works by or
                  on behalf of the Tenant shall not in any way relieve the
                  Landlord the Consultants the Management Contractor or the
                  Sub-Contractors from their respective obligations under this
                  Agreement any appointment Management Contract sub-contract
                  warranty or deed of duty of care

7.8.5             Give the Tenant's Representative  not less than 10 Working
                  Days' notice of the anticipated date of issue of the Interim
                  Certificate and the Certificate of Practical Completion

7.8.6             Permit the Tenant and its professional advisers to inspect the
                  Works prior to the issue of the Interim Certificate and the
                  Certificate of Practical Completion and make representations
                  to the Landlord's Representative as to whether or not it
                  considers Practical Completion of the Works to have taken
                  place provided that the Landlord's Representatives
                  professional discretion shall not be fettered thereby

7.8.7             Provide to the Tenant on or before the Completion Date copies
                  of all service drawings and operating manuals required for the
                  operation of the services within the Building and within one
                  months thereafter with three sets of as-built drawings



<PAGE>

7.8.8             On or before the Interim Certificate Date (and subsequently
                  following the return of the Management Contractor to the
                  Property (in order to carry out the Deferred Works) on or
                  before the Certificate Date) procure the removal from the
                  Property of all plant equipment machinery tools materials
                  vehicles and other chattels together with any rubbish
                  belonging to the Landlord the Management Contractor or
                  Sub-Contractor and will make good any damage caused to the
                  Property by such removal

7.8.9             Use all reasonable endeavours to procure that the Deferred
                  Works are completed within 4 months from the Interim
                  Certificate Date or in the case of works comprising soft
                  landscaping within such longer period as shall be required to
                  take into account planting seasons provided that extension to
                  such period shall be permitted of a length equivalent to the
                  period of any delays caused by Force Majeure

7.9               The Landlord shall use reasonable endeavours to procure that
                  the Landlord's Representative shall act impartially with
                  reference to the issue of any of the certificates referred to
                  in this Agreement or any time granted under this Agreement to
                  the Management Contractor and in respect of any other matter
                  or the making of any other decision under the provisions of
                  this Agreement which shall or may have consequences for the
                  Tenant

8                 VARIATIONS

8.1               THE Landlord shall be entitled to make Variations to the
                  Works without the Tenant's consent where such Variations do
                  not constitute Material Variations but shall not make any
                  Material Variation to the Specification without the written
                  consent of the Tenant such consent not to be unreasonably
                  withheld or delayed

8.2               The Tenant shall not make any Material Variation to the
                  Tenant's Fit Out Works or any Variation which would require
                  the Landlord's consent



<PAGE>

                  under the terms of the Lease without the written consent of
                  the Landlord such consent not to be unreasonably withheld or
                  delayed but Provided That the Landlord may refuse to consent
                  to Variations which would not be permitted under the terms of
                  the Lease

8.3               Where either party wishes to make a Material Variation it
                  shall give not less than 10 Working Days' notice to the other
                  addressed to the Landlord's Representative for the Landlord
                  and the Tenant's Representative for the Tenant of such
                  intention and the recipient party shall be deemed to have
                  given consent to such variation if it shall not have served
                  written notice of objection upon the other within 5 Working
                  Days after receipt of the said notice

8.4               Any notice of objection given pursuant to clause 8.3 shall
                  state the reasons for such objections and any dispute between
                  the Landlord and the Tenant as to whether such objection is
                  reasonable shall be referred by either party for determination
                  by the Independent Expert

8.5               The parties shall make any submissions that they wish to be
                  considered by the Independent Expert within two working days
                  of the date of appointment

8.6               The Independent Expert shall use his best endeavours to issue
                  his decision within five Working Days of appointment and his
                  decision shall be final and binding

8.7               Fees of the Independent Expert shall be payable as he shall
                  direct or in the absence of direction shall be borne equally
                  by the parties

9                 TENANT'S REQUEST FOR VARIATIONS TO THE WORKS
                  THE Tenant may request Variations to the Works and in respect
                  thereof
<PAGE>

                  the following conditions shall apply:-

9.1               No request for a Variation in respect of the Works shall be
                  made after the expiration of the period of 5 months from the
                  date hereof or 1 month from the date of grant of the Planning
                  Consent whichever is the later

9.2               The Landlord shall be under no liability to make any
                  Variations if to do so would cause material delay in
                  completion of the Works or if they would be materially
                  detrimental to the quality or finish of the Works or would
                  have a materially detrimental effect on any other part of the
                  Development or the Estate or would detrimentally affect the
                  value of the Landlord's reversionary interest in the Property

9.3               The Tenant shall pay to the Landlord on the Interim
                  Certificate Date the amount whereby the costs of carrying out
                  the Development are increased as the result of such Variation
                  or Variations as certified by the Landlord's Representative

9.4               If the Landlord agrees to implement Variations requested by
                  the Tenant the Landlord shall procure that the Tenant is
                  notified as soon as practicable of the estimated costs of
                  implementing any such Variations (including any additional
                  fees payable to any of the Consultants or contractors) and of
                  the impact thereof on the programme for the Works or on the
                  Works themselves and if the Tenant wishes to proceed with the
                  same it shall notify the Landlord's Representative in writing
                  within three Working Days of receipt of such notification

9.5               If as a result of any Variation requested by the Tenant the
                  Rent Commencement Date would be delayed (such period of delay
                  to be conclusively certified by the Landlord's Representative)
                  the Rent Commencement Date shall be brought forward to such
                  earlier date as is

<PAGE>

                  calculated by subtracting the number of days of delay caused
                  by such variation

9.6               If any sum payable under this clause 9 shall be unpaid 10
                  Working Days after demand the Tenant shall pay to the Landlord
                  Interest on any such unpaid sum from the due date until the
                  date of actual payment

10                APPOINTMENT OF CONSULTANTS AND CONTRACTORS AND COLLATERAL
                  WARRANTIES

10.1              THE Landlord and the Tenant will each prepare a shortlist of
                  the candidates whom they propose to consider for appointment
                  as the Consultant and the Tenant's Consultants the Management
                  Contractor and the Tenant's Management Contractor respectively
                  and the Landlord and the Tenant shall each have the right (to
                  be exercised reasonably) to require the other to exclude any
                  proposed candidate from such shortlist

10.2              The Landlord will as soon as practicable after the date of
                  this Agreement let the Management Contract to the Management
                  Contractor and appoint the Consultant pursuant to an
                  appointment substantially in the form of the draft Appointment
                  annexed to this Agreement as Schedule VII

10.3              The Landlord shall procure and deliver to the Tenant as soon
                  as practicable and in any event prior to the Certificate Date

10.3.1            Duly executed warranties under seal substantially in the form
                  of the draft annexed to this Agreement as part of the form of
                  the Management Contract (with each warranty having
                  professional indemnity insurance cover of Five million pounds
                  ((pound)5,000,000) or if less the maximum amount of cover held
                  by the relevant Sub-Contractor) by any of the Sub-Contractors
                  who has undertaken or is to undertake any of the following
                  part of the Works:-

<PAGE>

10.3.1.1          external works drainage road works and pavings;

10.3.1.2          reinforced concrete frame;

10.3.1.3          structural steel work;

10.3.1.4          roof cladding;

10.3.1.5          wall cladding;

10.3.1.6          flat roof coverings;

10.3.1.7          windows and curtain walling;

10.3.1.8          lift installations

10.3.2            Duly executed warranties under seal in the form or
                  substantially in the form of the relevant drafts annexed to
                  this Agreement (as Schedules IV and V) from the Consultant and
                  the Management Contractor

10.4.1            The Tenant will appoint the Tenant's Design Consultant for the
                  design of the Tenant's Fit Out Works pursuant to an
                  appointment substantially in the form of the draft appointment
                  annexed to this Agreement (as Schedule VII and will appoint
                  the Tenant's Planning Supervisor pursuant to an appointment
                  substantially in the form of the draft Appointment annexed as
                  Schedule VII)

10.4.2            The Tenant will let the  Management  Contract for the Tenant's
                  Fit Out Works substantially in the form of Management Contract
                  for the Landlord's Works except that in lieu of Option F there
                  will be Option C

<PAGE>

                  with consequential amendments

10.4.3            The Tenant will appoint as the Tenant's Management  Contractor
                  in respect of the Tenant's Fit Out Works the same person as
                  has been appointed for that role in relation to the Works save
                  in the circumstances referred to in clause 7.3 or 7.4

10.5              The Tenant  shall  procure and deliver to the Landlord as soon
                  as practicable and in any event prior to the Certificate Date
                  duly executed warranties under seal in the form or
                  substantially in the form of the relevant drafts annexed to
                  this Agreement as Schedules IV and V by the Tenant's
                  Consultants and the Tenant's Management Contractor and by
                  those sub-contractors appointed by the Tenant's Management
                  Contractor in respect of the Tenant's Fit Out Works who have
                  undertaken or are to undertake significant design
                  responsibility as part of their works package

10.6              The Landlord and the Tenant shall co-operate with each other
                  in any proceedings taken by either party to enforce their
                  rights under the collateral warranties given by their
                  respective Consultants and Management Contractors in
                  accordance with the above provisions and shall if reasonably
                  so required join in as party to such action

10.7              Where any party shall  request the co-operation of the other
                  pursuant to clause 10.6 it shall indemnify the other
                  against all reasonable and proper costs incurred as a result
                  of such co-operation

10.8              The Landlord and the Tenant will seek to ensure that their
                  respective Consultants co-operate so as to ensure the proper
                  integration of the Works and the Tenant's Fit Out Works

11                CONDAM REGULATIONS



<PAGE>

                  IN respect of the CONDAM Regulations the following shall
                  apply:-

11.1              The Tenant appoints the Landlord to act as the only client in
                  respect of the Works and the Landlord appoints the Tenant to
                  act as the only client in respect of the Tenant's Fit Out
                  Works

11.2              The Landlord shall prior to commencement of the Works make a
                  declaration that it is the only client in respect of the Works
                  and send it to the health and safety executive in accordance
                  with the provisions of the CONDAM Regulations and the Tenant
                  shall do likewise prior to commencement of the Tenant's Fit
                  Out Works

11.3              The Landlord shall as soon as practicable  after Practical
                  Completion but in any event prior to completion of the Lease
                  deliver to the Tenant a copy of the health and safety file
                  relating to the Works

12                MEASUREMENT

12.1              PRIOR to or as soon as practicable immediately after the
                  Interim Certificate Date the Landlord and the Tenant shall
                  cause a joint measurement of the Gross Internal Area in square
                  feet and in square metres of the Building to be made

12.2              If the parties  cannot agree the Gross  Internal Area either
                  party may invite the Independent Expert to measure the
                  Building and immediately thereafter to notify his measurement
                  to the parties

12.3              The Independent Expert shall act as an expert and not as an
                  arbitrator and his measurement of the Gross Internal Area
                  shall be conclusive and binding on the parties (save for
                  manifest error) and his costs shall be born by them in such
                  proportions as he shall direct and in the absence of direction
                  equally

<PAGE>

13                TERMINATION

13.1              IF the  Interim Certificate has not been issued by the Long
                  Stop Date the Tenant may at any time within four weeks
                  thereafter rescind this Agreement by giving written notice to
                  the Landlord to that effect whereupon this Agreement shall
                  terminate

13.2              If the Interim Certificate has not been issued by a date
                  which falls 6 months after the Long Stop Date then the
                  Landlord may at any time within four weeks thereafter rescind
                  this Agreement by giving written notice to the Tenant to that
                  effect whereupon this Agreement shall terminate

13.3              If at any  time  there  shall be an Event of Insolvency  in
                  relation to the Tenant or if there shall be an Event of
                  Insolvency in relation to the Surety and the Tenant shall not
                  have provided to the Landlord any alternative surety or
                  guarantee which is satisfactory to the Landlord (acting
                  reasonably) within the period of one month from the occurrence
                  of such Event of Insolvency then the Landlord may at any time
                  thereafter rescind this Agreement by giving written notice to
                  the Tenant (or as appropriate any Receiver or Liquidator) to
                  that effect whereupon this Agreement shall terminate but
                  without prejudice to the rights of the Landlord in respect of
                  any antecedent breach by the tenant of its obligation herein
                  contained

13.4              Upon  termination  pursuant  to clauses  5.3 13.1 or 13.2
                  neither party shall have a claim against the other for damages
                  compensation or costs in respect of any antecedent breach of
                  any obligation herein contained

14                REMEDY OF DEFECTS

14.1              THE Landlord will procure that the Landlord's  Representative
                  will prior to the expiry of the defects liability period under
                  the Management
<PAGE>

                  Contract inspect the Property and prepare a detailed schedule
                  of defects and will no later than 10 Working Days prior to the
                  expiry of the defects liability period deliver a copy of such
                  schedule to the Tenant

14.2              Following receipt of such schedule  the Tenant shall consider
                  the same and shall notify to the Landlord's Representative any
                  additional defects for which the Management Contractor is
                  liable pursuant to the Management Contract no later than 5
                  Working Days prior to the expiry of the defects liability
                  period

14.3              The Landlord will procure that the Landlord's Representative
                  will deliver such schedule of defects together with any
                  additions properly notified by the Tenant to the Management
                  Contractor within the applicable time limits for doing so
                  under the Management Contract

14.4              The Landlord will use all reasonable endeavours to enforce the
                  obligations of the Management Contractor in relation to all
                  defects notified to it in accordance with clauses 14.2 and
                  14.3 hereof as soon as reasonably practicable

14.5              The Tenant will allow the Landlord and all persons  authorised
                  by the Landlord all such rights of entry as are necessary to
                  enable the schedule of defects to be prepared and to enable
                  the remedy of all defects set out therein

14.6              Provided  that the Landlord complies with its obligations in
                  clauses 14.1 and 14.3 hereof the Tenant shall have no right to
                  require the remedy under the defects liability provisions in
                  the Management Contract of any defect which has been omitted
                  from the schedule of defects

14.7              The Landlord will give to the Tenant not less than 5 Working
                  Days' notice
<PAGE>

                  of the anticipated date of issue of the certificate of making
                  good defects and will allow the Tenant and its professional
                  advisers to inspect the Works and to make representations to
                  the Landlord's Representative as to whether such certificate
                  should be issued or with what qualifications and the
                  Landlord's Representative shall take account of such
                  representations provided that his professional discretion
                  shall not be fettered thereby

14.8              The Landlord shall cease to be liable and the Tenant shall
                  make no claim against the Landlord in respect of any breach of
                  the Landlord's obligations in respect of the carrying out of
                  the Works after the expiry of the period of 6 years from the
                  date of Practical Completion unless the Tenant shall have made
                  a specific claim against the Landlord before the expiry of
                  that period

14.9              It is hereby agreed that nothing in this Agreement shall be
                  construed as imposing upon the Landlord obligations in respect
                  of the Works which are greater than those imposed upon the
                  Management Contractor and Consultants by virtue of their
                  respective contracts or appointments

14.10             Notwithstanding the foregoing provisions of this clause 14 and
                  without prejudice to them the Landlord shall use reasonable
                  endeavours to procure that any defects notified to the
                  Landlord's Representative by the Tenant or the Tenant's
                  Representative at any time during the Defects Liability Period
                  and which shall materially prevent or diminish the Tenant's
                  full use and enjoyment of the Property shall be rectified by
                  the Management Contractor as quickly as practicable and with
                  the minimum practicable disruption to the Tenant's use of the
                  Property

15                TENANT'S FIT OUT WORKS

15.1              THE Tenant will at its own cost use all reasonable endeavours
                  to procure the carrying out and completion of the Tenant's Fit
                  Out Works:-

<PAGE>

15.1.1            In a good and workmanlike manner with good quality materials

15.1.2            In accordance with Requisite Consents

15.1.3            In accordance with the CONDAM Regulations

15.1.4            In such a manner as not to impede or cause delay to the Works
                  or in any other manner to adversely affect the same

                  Provided Always that the Tenant shall not be permitted to
                  commence the carrying out of the Tenant's Fit Out Works until
                  the Access Date

15.2              The Tenant will:-

15.2.1            Allow the Landlord or its professional advisers on the giving
                  of reasonable prior notice to enter on the Property in order
                  to view the state and progress of the Tenant's Fit Out Works
                  but in so doing it shall not issue instructions to the
                  Tenant's Contractors or the Tenant's Consultants nor impede or
                  obstruct the progress of the Tenant's Fit Out Works

15.2.2            Allow  the  Landlord or its professional advisers to make
                  representations to the Tenant or such person or body as the
                  Tenant shall direct as to whether or not it considers that the
                  Tenant's Fit Out Works have been carried out and completed in
                  accordance with the Tenant's Covenant contained in clause 15.1
                  hereof

15.2.3            Put right to the Landlord's reasonable satisfaction any defect
                  in the Tenant's Fit Out Works and which materially adversely
                  affects the Works or any plant and equipment which is not to
                  be the subject of reinstatement pursuant to the Lease which
                  the Landlord shall notify to the Tenant within
<PAGE>

                  the defects liability period under the contract for the
                  carrying out of such works

15.3              If at any time there shall be an Event of Default then without
                  prejudice to any other rights which the Landlord may have
                  under this Agreement the Landlord shall be entitled to serve
                  notice on the Tenant's Management Contractor requiring the
                  Tenant's Management Contractor thenceforth to accept
                  instructions from the Landlord or its appointee to the
                  exclusion of the Tenant and the Tenant shall ensure that the
                  terms of the Tenant's Management Contract provide for the
                  Tenant's Management Contractor to accept such instructions on
                  the occasion of any Event of Default as herein defined

16                DISPUTES

16.1              ANY disputes between the parties relating to the agreement of
                  the Detailed Specification or the Tenant's Fit Out
                  Specification pursuant to clause 3 hereof or as to the amount
                  of the Forecast Construction Cost pursuant to clause 17.4
                  hereof shall be referred at the instigation of either party
                  for determination by the Independent Expert who shall act as
                  an expert and not as an arbitrator and whose decision shall be
                  conclusive and binding on the parties save in case of manifest
                  error and whose costs shall be borne by the parties in such
                  proportions as he shall direct or in the absence of direction
                  equally

16.2              If any dispute or question shall arise  between the Landlord
                  and the Tenant in relation to this Agreement it shall save
                  where otherwise provided in this Agreement be submitted to
                  arbitration within the meaning of the Arbitration Act 1996 or
                  any act amending or replacing the same

16.3              The arbitrator shall be appointed  by the Landlord and the
                  Tenant jointly or failing such appointment by the President of
                  the Royal Institution of

<PAGE>

                  Chartered Surveyors on the application of either the Landlord
                  or the Tenant

17                DEVELOPMENT COSTS

17.1              THE Landlord will bear the cost:-

17.1.1            Of obtaining all Requisite Consents in respect of the Works

17.1.2            Of the carrying out of the Works

17.2              The Tenant will bear the cost:-

17.2.1            Of obtaining all Requisite Consents in respect of the
                  Tenant's Fit Out Works

17.2.2            Of the carrying out of the Tenant's Fit Out Works

17.2.3            Of any Variations to the Works requested by the Tenant to the
                  extent that this increases the total cost of carrying out the
                  Development as certified by the Landlord's Representative and
                  in accordance with clause 9.3 hereof

17.3              The parties will endeavour to agree the Forecast Construction
                  Cost as soon as practicable after agreement of the Detailed
                  Specification and in any event within 2 months thereafter

17.4              If the parties shall fail to reach agreement pursuant to
                  clause 17.3 that figure will be ascertained immediately
                  following the receipt of tenders for the Works and in case of
                  dispute the matter may be referred by either party for
                  determination by the Independent Expert who shall act as an
                  expert and not as an arbitrator and whose decision shall be
                  conclusive and binding on the parties save in case of manifest
                  error and whose costs shall

<PAGE>

                  be born by the parties in such proportion as he shall direct
                  and in absence of direction equally

17.5              The Landlord will pay the Landlord's Capital Contribution to
                  the Tenant in the following manner:-

17.5.1            Within 15 working days after the issue of each Tenant's
                  Interim Certificate (accompanied by an appropriate value added
                  tax invoice from the Tenant addressed to the Landlord) the
                  Landlord will pay the Landlord's Percentage of the sums set
                  out in such certificate to the Tenant's Management Contractor
                  provided that such amounts shall not when aggregated exceed
                  the Landlord's Capital Contribution and that no payments shall
                  be made prior to the Completion Date and that such arrangement
                  for payment shall not constitute any contractual obligation
                  whether direct or indirect between the Landlord and the
                  Tenant's Management Contractor and the Tenant shall take all
                  steps necessary to preclude any such obligation

17.5.2            On the Settlement Date the Landlord will pay to the Tenant any
                  balance of the Landlord's Capital Contribution which shall not
                  have been paid pursuant to clause 17.5.1

17.5.3            The Tenant shall keep  proper  books of account showing  the
                  amount of all costs and expenses incurred in carrying out and
                  completing the Tenant's Fit Out Works and the Landlord shall
                  be entitled to inspect the same on giving reasonable notice

17.5.4            As from the date upon which any  payment  forming  part of the
                  Landlord's Capital Contribution is made by the Landlord to the
                  Tenant the Tenant's Fit-Out Works (to the extent from time to
                  time constructed) shall belong to and be in the undisputed and
                  unencumbered ownership of the Landlord

<PAGE>

                  until the entirety of the Tenant's Fit-Out Works have been
                  completed and the Tenant shall not be permitted to mortgage
                  charge lease or otherwise create any rights over or in respect
                  of the same

17.5.5            The Landlord shall be entitled (but shall not be obliged) to
                  pay any instalments of the Landlord's Capital Contribution
                  requested by the Tenant direct to a party (other than the
                  Tenant) to whom the costs and expenses to which that payment
                  relates are owed if the Tenant is in default of its
                  obligations to that party

17.5.6            The  Landlord  may  refuse to make any  payments  pursuant  to
                  clause 17.5.2 without having received satisfactory evidence
                  from the Tenant that such amount has been paid

17.5.7            The  Landlord  shall be  entitled  to suspend  payments of the
                  Landlord's Capital Contribution on the happening of any Event
                  of Default or if there shall be an Event of Insolvency in
                  relation to the Tenant's Management Contractor and shall not
                  be required to make any payment (in whole or in part) of the
                  Landlord's Capital Contribution pursuant to clauses 17.5.1
                  and/or 17.5.2 if the date of the relevant Tenant's Interim
                  Certificate (referred to in clause 17.5.1) or the Settlement
                  Date (as the case may be) shall occur after the date which is
                  12 months after the Rent Commencement Date

18                OCCUPATION PENDING GRANT OF LEASE

18.1              AS from the Access Date the Landlord  shall  grant to the
                  Tenant its Contractors Consultants and other properly
                  authorised by the Tenant a non-exclusive licence to enter the
                  Property and thereafter to remain thereon for the purpose only
                  of carrying out the Tenant's Fit Out Works

18.2              The Landlord shall be entitled to restrict access to part of
                  the Property

<PAGE>

                  only at any one time where such access would in the opinion of
                  the Management Contractor result in interference to or safety
                  in the carrying out of the Works

18.3              Any access granted to the Tenant shall be by way of licence
                  only and no relationship of landlord and tenant shall be
                  created thereby The Landlord shall be entitled to terminate
                  any such licence by the service of written notice on the
                  Tenant if the Tenant shall be in material breach of any of its
                  obligations hereunder or shall suffer an Event of Insolvency

19                GRANT OF THE LEASE

19.1              THE Landlord will grant and the Tenant will accept the grant
                  of the Lease on the Completion Date

19.2              Engrossments of the Lease shall be prepared by the Landlord's
                  Solicitors and both parties will promptly execute such
                  engrossments preparatory to the grant of the Lease

19.3              The rent initially reserved by the Lease shall be the Yearly
                  Rent

19.4              The date of commencement of the term granted by the Lease
                  shall be the Term Commencement Date

19.5              The date upon which rent shall commence to be payable
                  pursuant to the Lease shall be the Rent Commencement Date


19.6              The Agreed Net Internal Area of the Premises referred to in
                  the Lease shall be 89% of the Gross Internal Area as
                  determined pursuant to clause 12 hereof

<PAGE>

20                TITLE
                  THE Landlord has deduced its title to the Property and the
                  Tenant accepts it and shall not raise any requisition or
                  objection to the Landlord's title save in respect of entries
                  not revealed by the Office Copy Entries dated 21 March 2000 of
                  the Landlord's title to the Estate as registered at HM Land
                  Registry or in respect of any other matters arising after the
                  date of this Agreement

21                ENCUMBRANCES

21.1              THE Property shall be demised subject to the matters (if any)
                  contained or referred to in the documents set out in Schedule
                  II so far as the same relate to the Property and are still
                  subsisting and the Tenant or its Solicitors having been
                  supplied with copies or details of all such matters shall be
                  deemed to purchase with full notice and shall raise no
                  objection or requisition in respect thereof

21.2              The Property is also demised subject to:-

21.2.1            Any matter or thing registered or capable of registration in
                  the local Land Charges Registry

21.2.2            All rights of way drainage  or other  rights easements
                  quasi-easements and privileges which may affect the Property
                  or any part thereof without any obligation on the part of the
                  Landlord to define the same

21.2.3            All charges and other outgoings which affect or are charged
                  on the Property other than financial charges

22                DISCLAIMER

22.1              THE Tenant hereby acknowledges that this Agreement has not
                  been entered into in reliance wholly or partially upon any
                  statement or

<PAGE>

                  representation made by or on behalf of the Landlord save in so
                  far as any such statement or representation is expressly set
                  out in this Agreement or has been made in writing by the
                  Landlord's Solicitors to the Tenant's Solicitors and that in
                  the event of any such statement being made this shall not
                  obviate the need for the Tenant to make the usual conveyancing
                  searches and enquiries and/or inspections of the Property
                  and/or any relevant authority

22.2              No statement whether made orally or in writing or contained in
                  any advertisement notice or otherwise issued by the Landlord
                  or its agents or otherwise issued on the Landlord's behalf
                  shall be deemed to be a term or condition of this Agreement
                  which constitutes the entire contract between the parties and
                  may only be varied or modified (whether by way of collateral
                  contract or otherwise) in writing under the hands of the
                  parties or their Solicitors

23                AGREEMENT NOT ASSIGNABLE
                  THIS  Agreement  shall be personal to the Tenant and shall not
                  be capable of assignment save that the Tenant may assign the
                  benefit of this Agreement to any Associated Company with the
                  prior written consent of the Landlord which shall not be
                  unreasonably withheld where such potential assignee fulfils
                  the criteria for assignment set out in Schedule 5 Part 2 of
                  the Lease and that the Surety guarantees the obligations of
                  such assignee

24                NON MERGER
                  SAVE in so far as  they  have been fully  performed  the
                  provisions of this Agreement shall remain in effect after and
                  notwithstanding the completion of the grant of the Lease


<PAGE>

25                NOTICES
                  WHERE this Agreement shall require any notice or notification
                  to be given it shall be given in writing and shall be treated
                  as properly given if made in accordance with s.196 of the Law
                  of Property Act 1925 (as amended by the Recorded Delivery
                  Service Act 1962)

26                INSURANCE

26.1              UNTIL the Interim  Certificate  Date the Landlord shall
                  procure that the Building and the Works shall be insured
                  against the Insured Risks to full reinstatement value

26.2              From and including the Interim Certificate Date the Landlord
                  shall insure the Property in accordance with the provisions of
                  the Lease

26.3              If prior to the Interim Certificate Date any part of the
                  Building or the Works is damaged or destroyed by a risk which
                  is covered by the insurance taken out in accordance with
                  subclause 1 hereof the Landlord shall use all reasonable
                  endeavours to procure that the damage is reinstated

26.4              In respect of any damage or destruction which shall occur
                  on or after the Interim Certificate Date the Landlord will
                  observe and perform obligations in the same form as those
                  contained in the Lease

27                VAT

27.1              ALL payments provided for by this  Agreement shall be deemed
                  to be exclusive of VAT and the relevant party shall on receipt
                  of a VAT invoice addressed to it pay to the other any VAT
                  which shall be properly chargeable thereon

27.2              Where the Landlord or the Tenant is entitled to recover the
                  cost of goods and services supplied but in respect of which no
                  taxable supply is made

<PAGE>

                  to the party paying such costs that party shall indemnify the
                  other against any such VAT thereon as is not recoverable as
                  input tax

28                CAPITAL ALLOWANCES

28.1              TO the extent that allowances under the Capital Allowances Act
                  1990 are available in respect of capital expenditure incurred
                  on, and in connection with, the Tenant's Fit Out Works (such
                  expenditure being "Allowable Expenditure" for the purposes of
                  this clause), the Landlord shall be entitled to claim a sum up
                  to the amount of the Landlord's Capital Contribution of such
                  plant and machinery allowances that become available (but
                  subject to clause 28.2), and the Tenant shall:-

28.1.1            make no claim to any such allowances (but so that the Tenant
                  shall be entitled to claim any remaining allowances in respect
                  of such expenditure);

28.1.2            at its own cost, supply any such information in the possession
                  of, or obtained by, the Tenant as the Landlord may reasonably
                  request, and that may be required for the purpose of enabling
                  the Landlord to claim such allowances

28.2              Notwithstanding  the  foregoing  the  Landlord  shall  only be
                  entitled to claim allowances to the extent that the Landlord's
                  Capital Contribution is in respect of Allowable Expenditure
                  and it is hereby agreed that this shall be ascertained by
                  multiplying the Landlord's Capital Contribution by the
                  percentage which the Allowable Expenditure bears to the total
                  expenditure incurred on and in connection with the Tenant's
                  Fit out Works

29                GUARANTEE OF THE TENANT'S COVENANTS

29.1              THE Surety  guarantees to the  Landlord and  as a separate
                  covenant to

<PAGE>

                  MEPC that the Tenant will duly observe and perform all the
                  stipulations and obligations on the Tenant's part contained in
                  this Agreement ("Tenant's Obligations") and in default by the
                  Tenant of the Tenant's Obligations the Surety will observe and
                  perform the Tenant's Obligations Provided Always that the
                  obligations of the Surety hereunder shall not exceed those
                  imposed upon the Tenant

29.2              In the case of amendment to or variation of the terms of this
                  Agreement or any document referred to herein the Surety's
                  guarantee will apply to the Tenant's Obligations as so amended
                  or varied

29.3              If the Tenant fails to duly observe and perform the Tenant's
                  Obligations or any of them the Surety will on demand make good
                  to the Landlord all losses damages costs and expenses arising
                  as a result of such failure and the Surety will indemnify the
                  Landlord against all losses costs expenses and liability
                  arising or incurred by the Landlord as a direct result of such
                  failure subject however to the Landlord using all reasonable
                  endeavours to mitigate any such loss damage cost or expense

29.4              If any liquidator or trustee in bankruptcy of the Tenant shall
                  disclaim this Agreement the Surety will on written demand by
                  the Landlord within one month of such disclaimer enter into an
                  agreement with the Landlord on the same terms as this
                  Agreement save that the Surety shall be the Tenant thereunder
                  and the Surety's separate guarantee obligations shall be
                  excluded The Surety will also pay the Landlord's proper and
                  reasonable costs (including VAT) in connection with such
                  agreement

29.5              No neglect or  forbearance on the part of the Landlord in
                  enforcing observance and performance by the Tenant of any of
                  the Tenant's Obligations and no time or other indulgence given
                  by the Landlord to the Tenant shall release or discharge or in
                  any way affect the liability of the

<PAGE>

                  Surety under this clause 29

29.6              No legal limitation disability incapacity or any other
                  circumstances relating to the Tenant nor any amendment to or
                  variation of the terms of this Agreement or any document to
                  which it refers shall release discharge or in any way limit or
                  affect the liability of the Surety under this clause 29

29.7              The Surety's Obligations under this clause 29 shall not be
                  released or affected by any other act or omission or thing
                  which but for this clause 29.7 would cause the Surety's
                  Obligations under this clause 29 to be released wholly or
                  partly other than a release given under seal by the Landlord

29.8              On the Completion Date the Surety will enter into the Lease as
                  guarantor of the Tenant's covenants thereunder and in the
                  circumstances set out in clause 29.4 herein or if the Tenant
                  fails to complete the Lease shall if the Landlord so requires
                  take up the Lease in its own name as Tenant thereunder and the
                  Lease shall in such circumstances be amended to exclude the
                  Surety Obligations

30                MEPC GUARANTEE

30.1              MEPC covenants and guarantees to the Tenant and as a separate
                  obligation to the Surety the full and prompt performance
                  observance and compliance by the Landlord of each and every
                  provision condition obligation undertaking and agreement on
                  the part of the Landlord to be performed observed or carried
                  out by the Landlord as contained in or referred to in clauses
                  7 10 11 14 17.1 and 17.5 ("the Obligations") Provided Always
                  that MEPC's obligations hereunder shall not exceed those
                  imposed on the Landlord


<PAGE>

30.2              If at any  time any  default is made by the Landlord in the
                  performance of any of the Obligations MEPC will well and truly
                  perform or cause to be so performed each and every one of the
                  Obligations and/or will pay any sum or sums that may properly
                  be payable in consequence of any default made by the Landlord
                  in the performance of any of the Obligations Provided Always
                  that the Tenant shall use all reasonable endeavours to
                  mitigate any loss or expense suffered

30.3              MEPC shall not be discharged  nor shall its liability be
                  affected by anything which would not discharge it or affect
                  its liability if it were the sole principle obligor including
                  but not limited to:-

30.3.1            any amendment modification waiver consent or variation
                  expressed or implied to the scope of the Works or to the
                  Agreement or any related documentation;

30.3.2            the dissolution amalgamation reconstruction or re-organisation
                  of the Landlord;

30.3.3            any compromise of any dispute with the Landlord;

30.3.4            any failure of supervision by the Tenant to detect or prevent
                  any fault of the Landlord;

30.3.5            any assignment of the benefit of this Agreement

                  Provided that MEPC shall have the benefit of any extensions of
                  time or forbearance forgiveness or indulgences in relation to
                  time granted to the Landlord

30.4              MEPC's liability under this clause 30 shall cease upon the
                  date of the

<PAGE>

                  Certificate of Making Good Defects (or similar
                  statement/certification that the Management Contractor has
                  made good defects occurring within the defects liability
                  period pursuant to the provisions of the Management Contract)
                  save in respect of any default on the part of the Landlord
                  which has then occurred and which has been notified to MEPC on
                  or before that date

31                THIRD PARTY RIGHTS
                  IT IS HEREBY AGREED that rights in favour of any third parties
                  which may arise as a result of the operation of the Contracts
                  (Rights of Third Parties) Act 1999 are hereby expressly
                  excluded and the parties shall be at liberty to agree to any
                  rescission or variation of this Agreement without the need for
                  the consent of any such third party

32                TEMPORARY ACCOMMODATION

32.1              IN this clause the following definitions shall apply:-

32.1.1            "Temporary Accommodation" means the land shown edged purple on
                  the plan marked "temporary premises" annexed to the Temporary
                  Accommodation Lease upon which the Temporary Accommodation
                  Works are to be carried out

31.1.2            "Temporary Accommodation Lease" means the lease of the
                  Temporary Accommodation in the form of the draft Lease annexed
                  hereto (as part of Schedule I)

31.1.3            "Temporary Accommodation Works" means the works set out in
                  the plans approved by the Temporary Planning Permission

31.1.4            "Temporary Planning Permission" means the planning permission
                  authorising the carrying out of the Temporary Accommodation
                  Works and dated 19 January 2001 under ref S/2213/00/F
<PAGE>


31.2              The Landlord shall grant and the Tenant shall take the
                  Temporary Accommodation Lease for a term of years commencing
                  on the date hereof and expiring on 30 June 2004 but with
                  provision for earlier termination at the rent and upon the
                  terms and conditions therein contained

31.3              The Temporary Accommodation Lease shall be completed on the
                  date hereof immediately following exchange of this Agreement

31.4              The Tenant will carry out the Temporary Accommodation Works
                  at its own cost and in a good and workmanlike manner and with
                  good quality materials and in accordance with all Requisite
                  Consents to an appropriate standard given the temporary nature
                  of the works

31.5              The Tenant will bear the proper cost of transport erection and
                  dismantling of the Temporary Accommodation Works erected
                  within the Temporary Accommodation together with the proper
                  cost of hire of the buildings comprised therein (if any) and
                  where such costs are incurred by the Landlord on the Tenant's
                  behalf the Tenant shall repay such costs together with value
                  added tax where applicable within ten Working Days of demand
                  provided a copy of the original invoice to which the repayment
                  relates and a valid VAT invoice is supplied with such demand

31.6              The Tenant will remove the  Temporary  Accommodation  Works at
                  the end or sooner of determination of the term granted by the
                  Temporary Accommodation Lease and will reinstate the Temporary
                  Accommodation to the condition of a cleared site covered with
                  grass by a date which is the earlier of 30 June 2004 or the
                  date of expiry of the period of 6 months from the date upon
                  which the Tenant commences beneficial occupation of the
                  Premises for the purposes of its business
<PAGE>

31.7              The Temporary Accommodation  shall be demised  subject to the
                  matters (if any) contained or referred to in the documents set
                  out in Schedule II so far as the same relate to the Temporary
                  Accommodation and are still subsisting and the Tenant or its
                  solicitors having been supplied with copies or details of all
                  such matters shall be deemed to purchase with full notice and
                  shall raise no objection or requisition in respect thereof
                  save in relation to any such matters arising between the date
                  of this Agreement and the grant of the Temporary Accommodation
                  Lease

31.8              The Temporary Accommodation is also demised subject to:-

31.8.1            Any matter or thing registered or capable of registration in
                  the local land Charges Registry

31.8.2            All rights of way drainage or other rights easements
                  quasi-easements and privileges which may affect the Temporary
                  Accommodation or any part thereof without any obligation on
                  the part of the Landlord to define the same

31.8.3            All charges and other outgoings which affect or are charged
                  on the Temporary Accommodation other than financial charges

32                GOVERNING LAW
                  THIS Agreement shall be governed by and construed  in all
                  respects in accordance with the laws of England and
                  proceedings in connection with it shall be subject (and the
                  parties hereby submit) to the non-exclusive jurisdiction of
                  the English Courts

I N   W I T N E S S whereof this document has been executed and delivered as a
Deed


<PAGE>

the day and year first before written

EXECUTED as a Deed by                       )
MILLENNIUM PHARMACEUTICALS                  )
LIMITED acting by two directors or          )
one director and the secretary:-            )




               Director                     /s/ KEVIN P. STARR
                                                Kevin P. Starr



               Secretary                    /s/ JOHN B. DOUGLAS III
                                                John B. Douglas III


EXECUTED as a Deed by                       )
MILLENNIUM PHARMACEUTICALS                  )
INC acting by                               )
its Authorised Signatory:-                  )




               Authorised Signatory         /s/ KEVIN P. STARR
                                            Kevin P. Starr


<PAGE>


EXECUTED as a Deed by                )
GRANTA PARK LIMITED acting by        )
two directors or one director and the)
secretary:-                          )




               Director                     /s/ Roger Quince



               Director/Secretary           /s/ John Price



EXECUTED as a Deed by MEPC                  )
LIMITED acting by two directors or          )
one director and the secretary              )





               Director                     /s/ Iain Watters


               Director/Secretary           /s/ John Price





<PAGE>


                                   SCHEDULE I


Lease








                                  DATED 200[ ]


                               GRANTA PARK LTD (1)
                       MILLENNIUM PHARMACEUTICALS LTD (2)
                       MILLENNIUM PHARMACEUTICALS INC (3)


                                      LEASE

               relating to Unit 15A Granta Park Abington Cambridge












                                                             Taylor Vinters
                                                             Merlin Place
                                                             Milton Road
                                                             Cambridge CB4 0DP

                                                             Tel: 01223 423444
                                                             Fax: 01223 426114

                                                             Our Ref: JMW


<PAGE>


                                      LEASE

                                Index to Clauses



1        Definitions and interpretation

2        The letting terms

3        Tenant's covenants

4        Provisos

5        Landlord's covenant for quiet enjoyment

6        Obligations in Schedules

7        Guarantee provision

8        Expert determination

9        Governing law



Schedule 1        The Premises and rights granted/reserved

Schedule 2        Rent reviews

Schedule 3        Insurance provisions

Schedule 4        Service charge provisions

Schedule 5        Form of guarantee and criteria to be satisfied on assignment

Schedule 6        The Tenant's Fit Out Works

Schedule 7        Assumed Specification



Plan 1            Estate -     Estate edged blue

                               Estate roads colored brown

                               Parking groves edged green

Plan 2            Plot 15A edged red



                                      -55-

<PAGE>


                                  DATED 200[ ]

1             The Landlord:         GRANTA PARK LIMITED whose registered office
                                    is at 103 Wigmore Street London W1U LAH

2             The Tenant:           MILLENNIUM PHARMACEUTICALS LIMITED whose
                                    registered office is at The Merrifield
                                    Centre Rosemary Lane Cambridge CB1 3LQ

3             The Surety:           MILLENNIUM PHARMACEUTICALS INC of 75 Sidney
                                    Street Cambridge Massachusetts USA 02139

OPERATIVE PROVISIONS:

1        DEFINITIONS AND INTERPRETATION

1.1      Definitions

                  In this Lease where the context so allows:

                  "Agreed Net Internal Area" means [NB The figure calculated
                  pursuant to clause 19.6 of the Agreement for Lease]

                  "Approved Condition" means in the condition of Unfitted
                  Laboratories

                  "Assumed Specification" means the specification annexed hereto
                  as Schedule 7

                  "conducting media" means any drains, sewers, conduits, flues,
                  gutters, gullies, channels, ducts, shafts, watercourses,
                  pipes, cables, wires and mains

                  "the Encumbrances" means the restrictions, stipulations,
                  covenants, rights, reservations, provisions and other matters
                  contained, imposed by or referred to in the documents, brief
                  particulars of which are set out in Schedule 1 Part 4

                  "the Estate" means the entirety of the property known as and
                  comprising Granta Park Abington Cambridge as designated by the
                  Landlord from time to time the present extent of which is
                  shown for identification by blue edging on Plan 1


                                      -56-
<PAGE>

                  "Estate Amenities" means those parts of the Estate from time
                  to time available for the use and enjoyment of the Tenant in
                  common with the tenants and occupiers of other parts of the
                  Estate and others authorized to use the same including
                  (without limitation) all service and estate roads, estate
                  parking, conducting media, landscaping, recreational areas and
                  other communal facilities and buildings from time to time
                  provided within the Estate

                  "Estate Roads" means the roadways forming part of the Estate
                  Amenities and shown for the purpose of identification only
                  colored brown on Plan 1 together with any other roads which
                  may from time to time be provided within the Estate and
                  designated for use by the Tenant together with other tenants
                  of the Estate and others authorized to use the same

                  "Hypothetical Premises" means such area of the land demised by
                  this Lease as is referred to in the Assumed Specification
                  (together with the right to use the number of car parking
                  spaces referred to in the Assumed Specification) with an
                  assumed building thereon designed and completed in November
                  2002 in accordance with the Assumed Specification

                  "Insurance Premiums" has the meaning given to it in Schedule 3
                  paragraph 2

                  "the Insured Risks" has the meaning given to it in Schedule 3
                  paragraph 1

                  "Interest" means interest at the rate of 4 per cent over the
                  base rate of Lloyds TSB Bank PLC from time to time (as well
                  after as before judgment), or such other comparable rate as
                  the Landlord may reasonably designate if the base rate ceases
                  to be published, compounded at quarterly rests on 31 March, 30
                  June, 30 September and 31 December in each year

                  "the Landlord" includes all persons from time to time entitled
                  to the immediate reversion to this Lease

                                      -57-
<PAGE>

                  "the Landlord's Surveyor" means the surveyor, architect,
                  engineer or other appropriate Consultant of the Landlord from
                  time to time

                  "Lease" includes any documents supplemental to this Lease

                  "Measuring Code" means the Code of Measuring Practice (Fourth
                  Edition RICS/ISVA 1993)

                  "Outgoings" means in relation to the Premises all non-domestic
                  rates, water rates, water charges and all existing and future
                  rates, taxes, charges, assessments, impositions and outgoings
                  whatsoever (whether parliamentary municipal parochial or
                  otherwise) which are now or may at any time be payable,
                  charged or assessed on property or the owner or occupier of
                  property, but taxes in this context does not include value
                  added tax, nor any taxes imposed on the Landlord in respect of
                  the yearly rent reserved by this Lease or in respect of a
                  disposal of the interest in immediate reversion to this Lease

                  "Permitted Part" means the whole of one floor of the Building
                  or any part of a floor of the Building which is capable of
                  being occupied separately from the remainder of the Building
                  (subject to the use of usual common parts of the Building) or
                  a combination of such parts provided that such separate
                  underletting or underlettings do not prejudice the independent
                  occupation of any other part of the Building

                  "Plan 1" means the plan so marked attached to this Lease

                  "Plan 2" means the plan so marked attached to this Lease

                  "the Planning Agreement" means an Agreement dated 28th August
                  1996 made pursuant to Section 106 of the Town and Country
                  Planning Act 1990 made between South Cambridgeshire District
                  Council (1) The Welding Institute (2) Barclays Bank plc (3)
                  and TWI Estates Limited (4) and an Agreement dated 10 June
                  1998 together with a Supplemental Agreement dated 11 June 1998
                  both

                                      -58-
<PAGE>

                  made pursuant to Section 106 as aforesaid between
                  Cambridgeshire County Council (1) and Granta Park Limited (2)
                  together with any other agreement amending, replacing or
                  supplementing the same from time to time

                  "the Premises" means the property described in Schedule 1 Part
                  1 and refers to each part of the Premises, including all
                  landlord's fixtures, fittings, plant and equipment in or on
                  the Premises and all additions and improvements thereto

                  "Review Percentage" means 110%

                  "reviewed rent" means the Yearly Rent payable on and following
                  any rent review in accordance with Schedule 2

                  "Surety" means any party who shall at any time guarantee the
                  performance of the Tenant's Covenants

                  "the Tenant" includes the Tenant's successors in title and
                  assigns in whom this Lease may for the time being be vested

                  "the Tenant's Fit Out Works" means the works set out in
                  Schedule 6

                  "the Term" means the term of years granted by this Lease and
                  shall (where applicable) include any statutory or other
                  continuation or extension or holding over of such term of
                  years

                  "Unfitted Laboratories" means premises constructed to shell
                  and core finish including central plant and with cabling to
                  distribution boards only; services to riser ducts on each
                  floor only; no ceiling or lighting and no floor coverings but
                  with the core being fitted out;

                  "Unsecured Underletting" means an underletting of the whole or
                  a Permitted Part of the Premises in relation to which the
                  underlessor and the underlessee have agreed to exclude the
                  provisions of sections 24 to 28 of the Landlord and Tenant


                                      -59-
<PAGE>

                  Act 1954 and their agreement to do so has been duly authorized
                  beforehand by the Court

                  "the Yearly Rent" means the yearly rent from time to time
                  reserved by this Lease and payable pursuant to clause 2.3.1
                  (including any reviewed rent)

1.2               Interpretation of restrictions and liability

1.2.1             Where the Tenant is placed under a restriction in this Lease,
                  the restriction includes the obligation on the Tenant not to
                  permit or allow the infringement of the restriction by any
                  person

1.2.2             References to liability include, where the context allows,
                  claims, demands, proceedings, damages, losses, costs and
                  expenses

1.3               Clauses and clause headings

1.3.1             The clause and paragraph headings in this Lease are for ease
                  of reference only and are not to be taken into account in the
                  construction or interpretation of any covenant condition or
                  proviso to which they refer

1.3.2             Unless the context otherwise requires, references:

1.3.2.1           to numbered clauses and Schedules are references to the
                  relevant clause in or Schedule to this Lease; and

1.3.2.2           in any Schedule to a numbered paragraph are references to the
                  relevant paragraph in that Schedule

1.4               SINGULAR AND PLURAL MEANINGS

                  Words in this Lease importing the singular meaning, where the
                  context so allows, include the plural meaning and vice versa.

                                      -60-
<PAGE>

1.5               STATUTES AND STATUTORY INSTRUMENTS

                  References in this Lease to any statutes or statutory
                  instruments include and refer to any statute or statutory
                  instrument amending consolidating or replacing them
                  respectively from time to time in force, and references to a
                  statute or statutes (whether specifically or in general terms)
                  include statutory instruments and regulations made pursuant to
                  them.

1.6               GENDER

                  Words in this Lease importing any one gender include both
                  other genders and may be used interchangeably, and words
                  denoting natural persons where the context so allows include
                  corporations and vice versa.

1.7               JOINT AND SEVERAL OBLIGATIONS

                  At any time that the party of the second or the party of the
                  third part (if any) comprises two or more persons the
                  expression "the Tenant" or (where applicable) the "the Surety"
                  include the plural number and obligations in this Lease
                  expressed or implied to be made by the Tenant or the Surety
                  (if any) are to be treated as made by such persons jointly and
                  severally.

2      THE LETTING TERMS

                  In consideration of the rent reserved by and the covenants in
                  this Lease:

2.1               the Landlord lets to the Tenant:

2.1.1             ALL the Premises:

2.1.2             TOGETHER WITH the rights set out in Schedule 1 Part 2; but

2.1.3             EXCEPT AND RESERVED to the Landlord and persons authorized by
                  the Landlord the rights set out in Schedule 1 Part 3; and

2.1.4             SUBJECT to the Encumbrances


                                      -61-
<PAGE>

2.2               The Tenant shall hold the Premises for the term of TWENTY
                  YEARS commencing on [ ] and ending on [ ]

2.3               The Tenant shall pay to the Landlord during the Term:

2.3.1             the yearly rent of [ ]  POUNDS (L[  ]) (subject to revision
                  under Schedule 2) by equal quarterly payments in advance on
                  the usual quarter days in every year the first (or a
                  proportionate part) of such payments in respect of the period
                  commencing on [ ] and ending on the following quarter day to
                  be made on the date of this Lease;

2.3.2             as additional rent the monies payable by the Tenant under
                  Schedules 3 and 4 commencing on [ ]; and

2.3.3             as additional rent any value added tax chargeable on the rent
                  and additional rent reserved in clauses 2.3.1 and 2.3.2

                  NB DETAILS TO BE INSERTED AS PER AGREEMENT FOR LEASE

3        TENANT'S COVENANTS

                  THE Tenant COVENANTS with the Landlord during the Term as
                  follows:

3.1               PAYMENT OF RENT

3.1.1             To pay the Yearly Rent, free from any deductions and rights of
                  set-off, at the times and in the manner required in clause
                  2.3.1 by means of a standing order to the Tenant's bankers

3.1.2             To pay the additional rents reserved by clauses 2.3.2 and
                  2.3.3 at the times and in the manner specified in relation to
                  each of them


                                      -62-
<PAGE>

3.2               OBLIGATION TO PAY INTEREST

3.2.1             To pay Interest on so much of the rents, reviewed rents, and
                  other monies payable under this Lease as remain unpaid
                  fourteen days after they have become due from the date that
                  they became due until the payment is made to the Landlord

3.2.2             To pay Interest under clause 3.2.1 for any period during which
                  the Landlord properly refuses to accept the tender of payment
                  because of an unremedied breach of covenant of the Tenant
                  unless the Tenant is found not to be in breach

3.3               OUTGOINGS AND CONTRIBUTIONS

3.3.1             To pay all Outgoings

3.3.2             To refund to the Landlord on demand, where Outgoings relate to
                  the whole or part of the Estate including the Premises, a fair
                  and proper proportion attributable to the Premises, such
                  proportion to be conclusively determined by the Landlord or
                  the Landlord's Surveyor acting impartially

3.3.3             To reimburse the Landlord for loss of relief from non-domestic
                  rates of unoccupied property which would have been available
                  to the Landlord in respect of vacancy of the Premises after
                  the termination of this Lease but for the allowance of relief
                  to the Tenant or any other person formerly in occupation of
                  the Premises for vacancy commencing before the termination of
                  this Lease

3.3.4             To pay for all gas and electricity consumed on the Premises,
                  all charges for meters, and all standing charges

3.4               REPAIR

                  Well and substantially to repair maintain and clean the
                  Premises and to keep them in good and substantial repair and
                  condition and where necessary to replace renew and rebuild the
                  Premises (except in respect of damage by Insured Risks as
                  allowed in Schedule 3)


                                      -63-
<PAGE>

3.5               DECORATIONS

3.5.1             To decorate the inside of the Premises in the year 20[ ]and
                  from then in every subsequent fifth year of the Term and in
                  the last three months of the Term (however determined) to
                  normally accepted standards for good quality decoration work
                  using suitable and appropriate materials of good quality, in a
                  proper and workmanlike manner (such decorations in the last
                  three months of the Term to be executed in such colors
                  patterns and materials as the Landlord may reasonably require)

3.5.2             To decorate  those parts of the exterior of the Premises  that
                  are designed to be decorated and otherwise to clean the
                  exterior of the Premises in the year 20[ ] and from then in
                  every subsequent third year of the Term and also in the last
                  three months of the Term (howsoever determined) using suitable
                  and appropriate materials of good quality in a proper and
                  workmanlike manner

3.6               LANDLORD'S RIGHT OF INSPECTION AND RIGHT OF REPAIR

3.6.1             To permit the Landlord and its employees or agents at all
                  reasonable times on reasonable prior notice to enter into
                  inspect and view the Premises and examine their condition and
                  also to take a schedule of fixtures in the Premises

3.6.2             If any breach of covenant, defects, disrepair, removal of
                  fixtures or unauthorized alterations or additions are found on
                  inspection for which the Tenant is liable, then, on notice
                  from the Landlord, to commence to execute to the reasonable
                  satisfaction of the Landlord or the Landlord's Surveyor all
                  repairs, works, replacements or removals required within two
                  months (or sooner if necessary) after the receipt of the
                  notice and thereafter diligently complete the same

3.6.3             If the Tenant fails to comply with a notice under  clause
                  3.6.2, the Landlord may itself or by its workpeople or agents
                  enter the Premises and execute the repairs works replacements
                  or removals


                                      -64-
<PAGE>

3.6.4             To pay to the  Landlord  on  demand  all  proper expenses so
                  incurred under clause 3.6.3 (such expenses and any Interest on
                  them to be recoverable as if they were rent in arrear)

3.7               YIELD UP IN REPAIR AT THE END OF THE TERM

                  At the termination of this Lease or at such later time as the
                  Landlord recovers possession of the Premises from the Tenant:

3.7.1             quietly to yield up the Premises (with all additions and
                  improvements to the Premises and all fixtures in the Premises,
                  other than tenant's fixtures which the Tenant may be entitled
                  to remove) repaired, maintained, cleaned, decorated and kept
                  in accordance with the Tenant's covenants in this Lease
                  (except in respect of damage by Insured Risks as allowed in
                  Schedule 3) and to reinstate the Premises to the Approved
                  Condition;

3.7.2             if so requested by the Landlord, to remove from the Premises
                  all the Tenant's belongings - that is to say trade fixtures
                  and fittings and all notices, notice boards and signs bearing
                  the name of or otherwise relating to the Tenant (including in
                  this context any persons deriving title to the Premises under
                  the Tenant) or its business; and

3.7.3             to make good to the reasonable satisfaction of the Landlord or
                  the Landlord's Surveyors all damage to the Premises resulting
                  from the removal of the Tenant's belongings from the Premises

3.8               LANDLORD'S RIGHT OF ENTRY FOR REPAIRS, ETC TO ADJOINING
                  PROPERTY

3.8.1             To permit the Landlord or other owners, tenants or occupiers
                  of the Estate or any adjoining property and their respective
                  agents, workpeople and employees to enter the Premises at
                  reasonable times, after giving to the Tenant reasonable
                  written notice (except in an emergency):

                                      -65-

<PAGE>

3.8.1.1           to alter, maintain or repair any parts of the Estate or the
                  adjoining premises or property of the Landlord or person so
                  entering; or

3.8.1.2           to construct, alter, maintain, repair or fix any thing or
                  additional thing serving such property and running through or
                  on the Premises; or

3.8.1.3           to comply with an obligation to any third party having legal
                  rights over the Premises; or

3.8.1.4           in exercise of a right or to comply with an obligation of
                  repair maintenance or renewal under this Lease; or

3.8.1.5           in connection with the development of any adjoining or
                  neighboring land or premises

3.8.2             The rights of entry  granted by clause 3.8.1 shall be
                  exercisable without payment of compensation for any nuisance
                  annoyance inconvenience or damage caused to the Tenant,
                  subject to the Landlord (or other person so entering)
                  exercising the rights in a reasonable manner and making good
                  any damage caused to the Premises and the Tenant's fixtures
                  fittings equipment and furnishings without unreasonable delay
                  and complying with the Tenant's reasonable requirements
                  relating to such entry necessitated by or having regard to the
                  nature of the Tenant's business

3.9               ALTERATIONS AND ADDITIONS

3.9.1             Not to make any  alterations  or additions to or affecting the
                  structure or exterior of the Premises, or the appearance of
                  the Premises as seen from the outside nor to make any addition
                  to the Premises which would result in an increase of the Gross
                  External Area thereof (as defined by the Measuring Code)

3.9.2             Not without the consent of the Landlord (such consent not to
                  be unreasonably withheld or delayed) to make any other
                  alterations or additions to the Premises but


                                      -66-
<PAGE>

                  the erection, alteration or removal by the Tenant of internal
                  demountable partitioning, and consequential adjustments of
                  ducting, ceiling tiles, light fittings and wiring, is
                  authorized without such consent if all necessary regulatory or
                  statutory consents are obtained therefor and the plans of the
                  partitions (or details of the alteration or removal of
                  partitioning) are immediately deposited with the Landlord as
                  soon as practicable

3.9.3             Not to install or erect any exterior lighting, shade, canopy
                  or awning or other structure in front of or elsewhere outside
                  the Premises save any communications aerial required in
                  connection with the Tenant's business provided that the same
                  is not above the roof line and is at the rear of the Premises

3.9.4             On the termination of this Lease, to the extent required by
                  the Landlord, to reinstate the Premises to the Approved
                  Condition, such reinstatement to be carried out under the
                  supervision and to the reasonable satisfaction of the Landlord
                  or the Landlord's Surveyor

3.10              ALIENATION

3.10.1            Not to assign or charge part only of the Premises.

3.10.2            Not to assign or charge this Lease without the consent of the
                  Landlord but, subject to the operation of the following
                  provisions of clause 3.10.3, such consent is not to be
                  unreasonably withheld or delayed;

3.10.3            The Landlord may withhold its consent to an application by the
                  Tenant for license to assign this Lease if any one or more of
                  the conditions and criteria set by this clause 3.10.3 are not
                  met, that:

3.10.3.1          at the time of the assignment, there are no arrears of rents
                  or other monies due to the Landlord;

                                      -67-

<PAGE>

3.10.3.2          the Tenant and (to the extent not prohibited by law) the
                  Surety each enters into an Authorized Guarantee Agreement (as
                  defined by the Landlord and Tenant (Covenants) Act 1995)
                  substantially in the form in Schedule 5 Part 1 ;

3.10.3.3          the Tenant shall supply to the Landlord such financial  and
                  other information as the Landlord shall reasonably require
                  about the intended assignee or its sureties which may include
                  if so requested audited accounts or trading figures for the
                  preceding three years together with verified statements as to
                  current financial trading

3.10.3.4          if reasonably so required by the Landlord the  intended
                  assignee shall provide such security (whether by way of rental
                  deposit or otherwise) for the performance of the intended
                  assignee's obligations under this Lease as shall be reasonably
                  required by the Landlord and/or

3.10.3.5          if the Landlord reasonably so requires the Tenant shall
                  procure a guarantee of the covenants of the assignee from a
                  guarantor who is reasonably acceptable to the Landlord, the
                  guarantee to be substantially in the terms set out in Schedule
                  5 Part 1

3.10.3.6          at the time of the application by  the Tenant for the
                  Landlord's license to assign, the proposed assignee satisfies
                  the criteria set out in Schedule 5 Part 2

                  The conditions and criteria contained or referred to in this
                  clause 3.10.3 are specified for the purposes of Section 19(A)
                  of the Landlord and Tenant Act 1927.

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

3.10.5            Not to underlet part or parts of the Premises save a
                  Permitted Part in accordance with the following provisions:

                                      -68-


<PAGE>

3.10.5.1          so as to sub-divide the Premises into more than five units
                  of occupation, of which one (at least) shall remain occupied
                  by the Tenant

3.10.5.2          otherwise than by way of Unsecured Underletting of a Permitted
                  Part for a term not exceeding five years

3.10.6            On the grant of an underlease to obtain the Landlord's
                  approval of the form of underlease (such approval not to be
                  unreasonably withheld or delayed) and to obtain covenants by
                  deed from the underlessee direct with the Landlord in such
                  form as the Landlord may reasonably require that the
                  underlessee will:

3.10.6.1          not assign, sub-underlet or charge part only of the premises
                  underlet, nor sub-underlet the whole

3.10.6.2          not part with or share possession or occupation of the whole
                  or any part of the premises underlet nor grant to third
                  parties rights over them otherwise than by an assignment
                  permitted pursuant to clause 3.10.6.3

3.10.6.3          not assign or charge the whole of the premises sub-underlet
                  without obtaining the previous consent of the Landlord under
                  this Lease (such consent not to be unreasonably withheld or
                  delayed);

3.10.7            On the grant of any underlease:

3.10.7.1          to include provisions for the revision of the rent reserved by
                  the underlease in an upward only direction to correspond in
                  time and effect with the provisions for the revision of rent
                  in this Lease and on the basis that in any underletting of
                  part as distinct from the whole the underlet premises shall be
                  substituted for the Hypothetical Premises in such provisions;

3.10.7.2          not to reserve or take a premium or fine;

3.10.7.3          to reserve a rent which is no less than the market rent of the
                  underlet premises as at the time of the grant of the
                  underlease (assessed in accordance with the



                                      -69-
<PAGE>

                  principles in Schedule 2 but with the omission of the
                  reference to the Review Percentage in respect of underlettings
                  of part as distinct from the whole) and provided that no rent
                  reserved on any such underletting (whether of the whole or
                  part) shall be used as evidence in any rent review under this
                  Lease or relating to any other premises on the Estate which
                  are let to or occupied by the Tenant; and

3.10.7.4          to ensure that the covenants of the underlessee are not
                  inconsistent with and do not impair the due performance and
                  observance of the covenants of the Tenant in his Lease and to
                  include a covenant by the underlessee not to do anything which
                  shall result in a breach of the covenants on the part of the
                  Tenant in this Lease

3.10.8            Not otherwise than by assignment or underletting permitted
                  under this clause 3.10 to:

3.10.8.1          part with or share possession or occupation of the whole or
                  any part of the Premises: or

3.10.8.2          grant to third parties any rights over the Premises

3.10.9            The preceding provisions of this clause 3. 10 do not apply to
                  any parting with possession or occupation or the sharing of
                  occupation or sub-division of the Premises to or with any
                  member of a group of companies of which the Tenant is itself a
                  member if:

3.10.9.1          the interest in the Premises so created is and remains no more
                  than a tenancy at will; and

3.10.9.2          the possession, occupation or subdivision are immediately
                  determined if the Tenant and the relevant member cease for any
                  reason whatsoever to be members of the same group of
                  companies;


                                      -70-
<PAGE>

                  and for this purpose two companies are members of a group if,
                  and only if, one is a subsidiary of the other or both are
                  subsidiaries of a third company, "subsidiary" having the
                  meaning given to it by Section 736 of the Companies Act 1985

3.11              REGISTRATION AND SUPPLY OF INFORMATION

3.11.1            To produce to and leave with the solicitors of the Landlord a
                  certified copy of the document effecting the disposition
                  within one month after any disposition of this Lease or the
                  Premises (a "disposition" being an assignment, charge,
                  transfer, underlease, assignment or surrender of any
                  underlease, or on any transmission by death or otherwise
                  documentary evidence of devolution affecting the Premises),
                  and on each occasion to pay to the solicitors such fee as they
                  may reasonably require for the registration

3.11.2            To supply to the Landlord any details required by the Landlord
                  pursuant to Section 40 of the Landlord and Tenant Act 1954 and
                  full details of any notices given pursuant to Section 25 of
                  that Act by the Tenant to any sub-tenant and full details of
                  any notices received by the Tenant from any sub-tenant
                  pursuant to Section 26 of that Act

3.12              ENFORCEMENT OF UNDERLEASES

3.12.1            Not without the consent of the Landlord (such consent not to
                  be unreasonably withheld or delayed) to vary the terms, or
                  waive the benefit, of any covenant of the underlessee or
                  condition in an underlease of the Premises.

3.12.2            Diligently to enforce the covenants of the underlessee and the
                  conditions in an underlease of the Premises and (if reasonably
                  required by the Landlord) to exercise by way of enforcement
                  the powers of re-entry in the underlease

3.12.3            Not without the consent of the Landlord to accept any sum or
                  payment in kind by way of commutation of the rent payable by
                  an underlessee of the Premises

                                      -71-
<PAGE>

3.12.4            Not to accept the payment of rent from an underlessee of the
                  Premises otherwise than by regular quarterly (or more
                  frequent) payments in advance

3.12.5            Duly and punctually to exercise all rights to revise the rent
                  reserved by an underlease of the Premises, and not to agree
                  with an underlessee a revised rent without the approval of the
                  Landlord (such approval not to be unreasonably withheld or
                  delayed)

3.13              PERMITTED USER

3.13.1            Not to use the Premises otherwise than for Research and
                  Development uses falling with Class B1 (b) of the Town and
                  Country (Use Classes) Order 1987 and for purposes ancillary
                  thereto

3.13.2            Nothing in this Lease implies or is to be treated as a
                  warranty to the effect that the use of the Premises for those
                  purposes is in compliance with all town planning laws and
                  regulations now or from time to time in force

3.14              RESTRICTIONS AND REGULATIONS RELATING TO USE

3.14.1            Not to erect or install in the Premises any engine, furnace,
                  plant or machinery which causes fumes or vibration which can
                  be heard smelled or felt outside the Premises or which has a
                  noise level which exceeds 45 and BA measured at the boundary
                  of the Premises

3.14.2            Not to store in the Premises (except in properly designated
                  stores or containers and in accordance with the
                  recommendations of the competent authorities) any petrol or
                  other specially inflammable explosive or combustible substance

3.14.3            Not to use the Premises for any noxious, noisy or offensive
                  trade or business nor for any illegal or immoral act or
                  purpose

                                      -72-
<PAGE>

3.14.4            Not do to anything in the Premises which may be or grow to be
                  a nuisance, annoyance, disturbance, inconvenience or damage to
                  the Landlord or its other tenants or occupiers of the Estate

3.14.5            Not to use the Premises for carrying out any experiments on
                  animals without the written consent of the Landlord and
                  provided that the Landlord shall be entitled to withhold such
                  consent where in its reasonable opinion such use would or
                  might be detrimental to the value of the Premises any
                  neighboring premises or the Estate as a whole

3.14.6            Not to hold in or on the Premises any exhibition public
                  meeting or public entertainment nor to carry on any activity
                  at the Premises which will or may be attended by members of
                  the general public

3.14.7            Not to load or use the floors, walls, ceilings, or structure
                  of the Premises or any building of which they form part so as
                  to cause strain damage or interference with the structural
                  parts, loadbearing framework, roof, foundations, joists and
                  external walls

3.14.8            Not to overload the electrical installation or conducting
                  media serving the Premises nor to do or omit to do anything
                  which may interfere with or which imposes an additional
                  loading on any ventilation, heating, air conditioning or other
                  plant or machinery serving the Premises beyond that which it
                  is designed to take

3.14.9            Not to allow any person to sleep in the Premises nor to use
                  the Premises for residential purposes

3.14.10           Not to permit waste or rubbish to accumulate on the Premises
                  or be deposited on any part of the Estate or any adjoining
                  property and to ensure that all waste and rubbish is placed in
                  dustbins or other suitable containers to be kept within such
                  areas as are provided therefor

                                      -73-
<PAGE>

3.14.11           Not to place leave or install any articles, merchandise, goods
                  or other things in front of or elsewhere outside the Premises
                  except in such receptacles (if any) as may be provided by the
                  Landlord or external storage compounds approved by the
                  Landlord (such approval not to be unreasonably withheld or
                  delayed)

3.14.12.1         Not to permit the drains to be obstructed by oil grease or
                  other deleterious matter, but to keep thoroughly cleaned the
                  Premises and the drains serving the Premises as often as may
                  be necessary

3.14.12.2         Not to permit any dangerous offensive or deleterious effluent
                  to be discharged into any drains or sewers serving the
                  Premises or any part thereof save small quantities in
                  connection with the Tenant's business and as authorized
                  (whether by license issued to the Landlord or the Tenant or
                  authorized generally without license) by the relevant
                  authority and in accordance with the rules and regulations of
                  that authority

3.14.12.3         Not to discharge quantities of water or soil into the drains
                  or sewers serving the Premises or any part thereof so as to
                  overload the same or the means of disposal thereof

3.14.12.4         To procure the obtaining of all necessary licenses and
                  consents for the discharge of any matter into the drains or
                  sewers serving the Premises and not otherwise than in
                  compliance with such licenses or consents to permit any
                  substance to be discharged into any drains or sewers

3.14.13           Not to load or unload vehicles except in the service areas or
                  loading bays provided for such purpose nor to use any portion
                  of the access roads or service area for the parking of
                  vehicles otherwise than during the course of loading and
                  unloading

3.14.14           To observe and perform or cause to be observed and performed
                  any reasonable rules and regulations from time to time made by
                  the Landlord for the orderly and proper use of the Estate
                  including (without limitation):

                                      -74-
<PAGE>

3.14.14.1         such regulations as the Landlord may make with regard to the
                  use of the Estate Amenities

3.14.14.2         such regulations (if any) relating to security as the Landlord
                  may consider appropriate

3.14.14.3         such codes of practice as the Landlord may reasonably
                  introduce for the environmentally responsible use and
                  occupation of buildings

3.15              ADVERTISEMENTS AND SIGNS

3.15.1            Not to place or display on the exterior of the Premises or on
                  the windows or inside the Premises so as to be visible from
                  the exterior of the Premises any name, writing, notice, sign,
                  illuminated sign, display of lights, placard, poster sticker
                  or advertisement other than:

3.15.1.1          suitable signs of a size and kind first approved by the
                  Landlord or the Landlord's Surveyor (such approval not to be
                  unreasonably withheld or delayed) showing the Tenant's and any
                  subtenant's name and trade;

3.15.1.2          such other notices as the Landlord may in its discretion
                  (exercised reasonably) approve; and

3.15.1.3          the name of the Tenant and any permitted subtenants displayed
                  in any indicator board provided by the Landlord

3.15.2            If any name, writing, notice, sign, placard, poster, sticker
                  or advertisement is placed or displayed in breach of these
                  provisions, to permit the Landlord (following reasonable prior
                  notice) to enter the Premises and remove such name, writing,
                  notice, sign, placard, poster, sticker or advertisement, and
                  to pay to the Landlord on demand the expense of so doing.

                                      -75-
<PAGE>

3.16              COMPLIANCE WITH STATUTES, ETC

3.16.1            To comply in all respects with the provisions of all statutes
                  for the time being in force and requirements of any competent
                  authority relating to the Premises or anything done in or on
                  them by the Tenant, and to keep the Landlord indemnified
                  against liability in consequence of the Tenant's failure to
                  comply with them Provided that nothing in this clause 3.16.1
                  shall impose any liability upon the Tenant in respect of any
                  contamination at or under the Premises existing prior to the
                  grant of this Lease or any other pre-existing non-compliance
                  with environmental requirements

3.16.2            To execute with all due diligence (commencing work within two
                  months or sooner if necessary and then proceeding
                  continuously) all works to the Premises for which the Tenant
                  is liable under clause 3.16.1 and of which the Landlord has
                  given notice to the Tenant and, if the Tenant does not comply
                  with this clause 3.16.2 to permit the Landlord to enter the
                  Premises to carry out such works, and to indemnify the
                  Landlord on demand for the expenses of so doing (including
                  surveyors and other professional advisers' fees), such
                  expenses and any Interest on them to be recoverable as if they
                  were rent in arrear

3.16.3            To give notice to the Landlord of any defect in the Premises
                  which might give rise to an obligation on the Landlord to do
                  or to refrain from doing any act or thing in order to comply
                  with the provisions of this Lease or any duty of care imposed
                  on the Landlord pursuant to the Defective Premises Act 1972 or
                  otherwise

3.17              PLANNING PERMISSIONS

3.17.1            Not without the consent of the Landlord to make any
                  application under the Town and Country Planning Acts, as
                  defined in the Town and Country Planning Act 1990, to any
                  local planning authority for permission to develop, including
                  change of use of, the Premises or for any approval pursuant to
                  the Planning Agreement Provided Always that the Landlord shall
                  not be obliged to give consent where the


                                      -76-
<PAGE>

                  application involves a change of use of the Premises or a
                  reduction or potential reduction in the developable area of
                  the remainder of the Estate but shall not otherwise
                  unreasonably withhold or delay its consent

3.17.2            To indemnify the Landlord against any development charges,
                  other charges and expenses payable in respect of such
                  applications and to reimburse to the Landlord the costs it may
                  properly incur in connection with such consent.

3.17.3            Forthwith to give to the Landlord full particulars in writing
                  of the grant of planning permission

3.17.4            Not to implement any planning permission or change of use if
                  the Landlord makes reasonable objection to any of the
                  conditions subject to which the planning permission has been
                  granted within fourteen days of receipt of a copy of the
                  written conditions pursuant to clause 3.17.3

3.18              COMPLIANCE WITH TOWN PLANNING AND ENVIRONMENTAL REQUIREMENTS

3.18.1            To perform and observe the requirements of statutes and
                  regulations relating to town and country planning and
                  environmental protection applying to the Premises and all
                  agreements licenses and consents (and conditions attached
                  thereto) granted thereunder which relate to the Premises and
                  to obtain any development or other consent permit or license
                  by reason of the development or manner of use of or on the
                  Premises by the Tenant

3.18.2            To keep the Landlord indemnified against liability by reason
                  of the Tenant's failure to obtain any requisite development or
                  other consent permit or license or in complying with the
                  requirements of statutes and regulations

3.18.3            To give full particulars to the Landlord of any notice, or
                  proposal for a notice, or order or proposal for an order, made
                  given or issued to the Tenant under any statute or regulation
                  relating to town and country planning, environmental

                                      -77-
<PAGE>

                  protection or otherwise within seven days after the receipt of
                  any such by the Tenant

3.18.4            Forthwith to take all reasonable and necessary steps to comply
                  with any such notice or order

3.18.5            At the request and cost of the Landlord, to make or join with
                  the Landlord in making such objections or representations
                  against or in respect of any proposal for such notice or order
                  as the Landlord may consider expedient provided that the
                  Tenant shall not be required to do so if the Tenant considers
                  that it would be materially detrimental to its business to do
                  so

                  Provided that nothing in this clause 3.18 shall impose any
                  liability upon the tenant in respect of any contamination at
                  or under the Premises existing prior to the grant of this
                  Lease or any other pre-existing non-compliance with
                  environmental requirements

3.19              CLAIMS MADE BY THIRD PARTIES

3.19.1            To keep the Landlord indemnified against liability in respect
                  of any accident, loss or damage to person or property in the
                  Premises

3.19.2            To keep the Landlord indemnified against liability of the
                  Landlord to third parties by reason of breach by the Tenant of
                  its obligations in this Lease

3.20              EXPENSES OF THE LANDLORD

                  To pay to the Landlord on demand all proper expenses
                  (including solicitors' costs, bailiffs' fees and surveyors'
                  and architects' fees) incurred by the Landlord:

3.20.1            incidental to or in proper contemplation of the preparation
                  and service of a schedule of dilapidations during or after the
                  termination of this Lease and/or a notice under section 146
                  and 147 of the Law of Property Act 1925, even if forfeiture is
                  avoided otherwise than by relief granted by the court;

                                      -78-
<PAGE>

3.20.2            in the recovery or attempted recovery of arrears of rent or
                  additional rent due from the Tenant; and

3.20.3            in connection with every application for any consent or
                  approval made under this Lease, whether or not consent or
                  approval is given and provided that in the latter case such
                  fees shall also be reasonable

3.21              OBSTRUCTION OF WINDOWS OR LIGHTS AND EASEMENTS

3.21.1            Not to stop up or obstruct any windows of the Premises or any
                  other buildings belonging to the Landlord.

3.21.2            Not to permit any easement or similar right to be made or
                  acquired into against or on the Premises.

3.21.3            Where any such easement or right is or is attempted to be
                  acquired, immediately to give notice of the circumstances to
                  the Landlord, and at the request and cost of the Landlord to
                  adopt such course as it may reasonably require for preventing
                  the acquisition of the easement or right to such easement.

3.22              VALUE ADDED TAX

3.22.1            To pay value added tax on taxable supplies of goods and
                  services made by the Landlord in connection with this Lease,
                  the consideration for which is to be treated as exclusive of
                  value added tax chargeable on the payment.

3.22.2            Where the Landlord is entitled under this Lease to recover
                  from the Tenant the costs of goods and services supplied to
                  the Landlord, but in respect of which the Landlord makes no
                  taxable supply to the Tenant, to indemnify the Landlord
                  against so much of the input tax on the cost for which the
                  Landlord is not entitled to credit allowance under section 26
                  of the Value Added Tax Act 1994

3.22.3            References in this clause, or elsewhere in this Lease, to
                  value added tax shall include any tax of a similar nature that
                  may be substituted for it

                                      -79-
<PAGE>

3.23              NOTICES "TO LET" AND "FOR SALE"

3.23.1            To allow the Landlord or its agents to enter the Premises at
                  any reasonable time following reasonable prior notice:

3.23.1.1          within six months next before the termination of this Lease to
                  fix on the Premises a notice board for reletting the Premises;
                  and

3.23.1.2          to fix on some part of the Premises a notice board for sale of
                  the interest of the Landlord

3.23.2            Not to remove or obscure any such notice board

3.23.3            To permit all persons authorized by the Landlord or its agents
                  to view the Premises at reasonable hours following reasonable
                  notice without interruption in connection with any such
                  letting or sale subject to those entering complying with the
                  Tenant's reasonable requirements relating to such entry
                  necessitated by or having regard to the nature of the Tenant's
                  business

3.24              ENCUMBRANCES

                  To observe and perform the obligations and restrictions
                  contained in the Encumbrances set out in Part 4A of Schedule 1
                  so far as they relate to the Premises and are capable of being
                  enforced, and to keep the Landlord indemnified against
                  liability for breach of the obligations and restrictions

3.25              REPLACEMENT OF GUARANTOR

                  If at any time any party who shall act as surety for the
                  Tenant's covenants in this Lease shall suffer an event of
                  insolvency as defined in clause 4.1.3 hereof the Tenant in
                  respect of which that party was provided as surety shall
                  notify the Landlord of the same and shall upon request from
                  the Landlord provide a replacement surety reasonably
                  acceptable to the Landlord and who shall enter into covenants
                  with the Landlord substantially in the form of clause 7 of
                  this Lease

                                      -80-
<PAGE>

4                 PROVISOS

                  THE parties agree to the following provisos:

4.1               PROVISO FOR RE-ENTRY

4.1.1             The Landlord may terminate this Lease by re-entering the
                  Premises (or a part of them) itself or by an authorized agent
                  if:

4.1.1.1           any rent remains unpaid twenty-one days after becoming due for
                  payment (whether or not formally demanded); or

4.1.1.2           the Tenant fails to perform or observe any of its covenants or
                  the conditions in this Lease or allows any distress or
                  execution to be levied on its goods; or

4.1.1.3           an event of insolvency occurs in relation to the Tenant or
                  (where applicable) one of the persons comprising the Tenant or
                  any guarantor of the Tenant unless in the case of an event of
                  insolvency in respect of a guarantor the Tenant procures a
                  replacement guarantor who shall enter into covenants with the
                  Landlord substantially in the form of clause 7 of this Lease
                  within two months of the event of insolvency

4.1.2             Re-entry in exercise of the rights in clause 4. 1.1 does not
                  affect any other right or remedy of the Landlord for breach of
                  covenant or condition by the Tenant occurring before the
                  termination of this Lease

4.1.3             The expression "an event of insolvency" in clause 4.1 .1
                  includes:

4.1.3.1           (in relation to a company or other corporation which is the
                  Tenant or one of the Tenants or a guarantor) inability of the
                  company to pay its debts, entry into liquidation either
                  compulsory or voluntary (except for the purpose of
                  amalgamation or reconstruction), the passing of a resolution
                  for a creditors winding-up, the making of a proposal to the
                  company and its creditors for a composition in satisfaction of
                  its debts or a scheme of arrangement of its affairs, the
                  application to the court for an administration order and the
                  appointment of a receiver or administrative receiver; and


                                      -81-
<PAGE>

4.1.3.2           (in relation to an individual who is the Tenant or a
                  guarantor) inability to pay or having no reasonable prospect
                  of being able to pay his debts, the presentation of a
                  bankruptcy petition, the making of a proposal to his creditors
                  for a composition in satisfaction of his debts or a scheme of
                  an arrangement of his affairs, the application to the court
                  for an interim order and the appointment of a receiver or
                  interim receiver;

                  and in relation to the various events of insolvency they are
                  wherever appropriate to be interpreted in accordance and in
                  conjunction with the relevant provisions of the Insolvency Act
                  1986

4.1.3.3           in relation to the Surety bankruptcy receivership insolvency
                  re-organization (except for the purposes of amalgamation or
                  reconstruction) or similar proceedings involving or affecting
                  the Surety

4.2               POWER FOR LANDLORD TO DEAL WITH ADJOINING PROPERTY

4.2.1             The Landlord may deal as it thinks fit with other property
                  adjoining or nearby belonging to the Landlord and may erect or
                  permit to be erected on such property any buildings
                  irrespective of whether they affect or diminish the light or
                  air which may now or at any time be enjoyed by the Tenant in
                  respect of the Premises Provided that the Premises are not
                  rendered unsuitable for the Permitted Use

4.2.2             The Landlord may at all times without obtaining any consent
                  from or making any arrangement with the Tenant alter
                  reconstruct or modify in any way whatsoever or change the use
                  of the Estate or the Common Parts so long as proper means of
                  access to and egress from the Premises are afforded and
                  essential services are maintained at all times

                                      -82-
<PAGE>

4.3               ARBITRATION OF DISPUTES BETWEEN TENANTS

                  If any dispute or disagreement at any time arises between the
                  Tenant and the tenants and occupiers of the other parts of the
                  Estate relating to the conducting media serving or easements
                  or rights affecting the Premises or the Estate the dispute or
                  disagreement is to be determined by the Landlord acting
                  impartially by which determination the Tenant shall be bound

4.4               EXEMPTION FROM LIABILITY IN RESPECT OF SERVICES

4.4.1             The Landlord is not to be liable to the Tenant for any loss
                  damage or inconvenience which may be caused by reason of:

4.4.1.1           temporary interruption of services during periods of
                  inspection maintenance repair and renewal;

4.4.1.2           breakdown of or defect in any plant and machinery services or
                  conducting media in the Premises or neighboring or adjoining
                  property; or

4.4.1.3           events beyond the reasonable control of the Landlord

4.4.1.4           any failure to provide any of the services unless such failure
                  shall result from any negligent act or omission on the part of
                  the Landlord

                  Provided that in each case referred to in this clause 4.4.1
                  the Landlord uses all reasonable endeavors to minimize any
                  loss inconvenience or damage

4.4.2             The Landlord's duty of care to the Tenant's employees agents
                  workpeople and visitors in or about the Estate does not go
                  beyond the obligations involved in the common duty of care
                  (within the meaning of the Occupiers Liability Act 1957) or
                  the duties imposed by the Defective Premises Act 1972

                                      -83-
<PAGE>

4.5               ACCIDENTS

                  The Landlord is not to be responsible to the Tenant or the
                  Tenant's licensees nor to any other person for any:

4.5.1             accident happening or injury suffered in the Premises; or

4.5.2             damage to or loss of any goods or property sustained in the
                  Building ; or

4.5.3             act or omission of any employee of the Landlord on the Estate
                  where such employee is acting outside the terms of his
                  employment by the Landlord

4.6               COMPENSATION FOR DISTURBANCE

                  The Tenant is not entitled on quitting the Premises to claim
                  from the Landlord any compensation unless and to the extent
                  that any statutory right to compensation precludes the
                  operation of this clause

4.7               REMOVAL OF PROPERTY AFTER DETERMINATION OF TERM

4.7.1             If after the Tenant has vacated the Premises following the
                  termination of this Lease any property of the Tenant remains
                  in the Premises and the Tenant fails to remove it within
                  fourteen days after being requested in writing by the Landlord
                  to do so the Landlord may as the agent of the Tenant sell such
                  property and hold the proceeds of sale after deducting the
                  costs and expenses of removal, storage and sale reasonably and
                  properly incurred by it to the order of the Tenant

4.7.2             The Tenant will indemnify the Landlord against any liability
                  incurred by it to any third party whose property has been sold
                  by the Landlord in the bona fide mistaken belief (which is to
                  be presumed unless the contrary be proved) that it belonged to
                  the Tenant and was liable to be dealt with as such under this
                  clause 4.7

                                      -84-
<PAGE>

4.8               NOTICES CONSENTS AND APPROVALS

4.8.1             Any notice served under or in connection with this Lease must
                  be in writing

4.8.2             Notices shall be taken to be given unless the contrary be
                  proved:

4.8.2.1           when sent by first class post, on the next working day
                  following posting

4.8.2.2           when sent by document exchange, on the first working day after
                  the day on which it would normally be available for collection
                  by the addressee

4.8.3             Any consent or approval under this Lease is required to be
                  obtained before the act or event to which it applies is
                  carried out or done and is to be treated as effective only if
                  the consent or approval is given in writing

4.9               RIGHTS OF ACCESS OR ENTRY

                  The exercise of all rights of entry on to the Premises by the
                  Landlord or those authorized by the Landlord shall be subject
                  to the following conditions:

4.9.1             reasonable prior notice must be given save in emergency;

4.9.2             the persons so entering must cause as little disturbance and
                  inconvenience as practicable to the Tenant and any
                  sub-tenants;

4.9.3             the persons so entering must comply with the Tenant's
                  reasonable requirements having particular regard to the
                  Tenant's use and business carried on at the Premises;

4.9.4             must make good any damage to the Premises and any fixtures
                  fittings equipment and furnishings to the reasonable
                  satisfaction of the Tenant and/or its sub-tenants as soon as
                  practicable

                                      -85-
<PAGE>

5                 LANDLORD'S COVENANTS

                  The Landlord covenants with the Tenant that:

5.1               QUIET ENJOYMENT

                  The Tenant paying the rents reserved and performing the
                  Tenant's covenants in this Lease the Tenant may lawfully and
                  peaceably enjoy the Premises throughout the Term without
                  interruption by the Landlord or by any person lawfully
                  claiming through under or in trust for the Landlord

5.2               IN DUTY TO MITIGATE

                  In every circumstance where the Tenant (pursuant to the
                  provisions of this Lease) indemnifies the Landlord against
                  losses claims damages actions and expenses to use all
                  reasonable endeavors to mitigate the same and to notify the
                  Tenant immediately the Landlord becomes aware of any third
                  party claim or action Provided that this clause shall not
                  apply where the Tenant is in breach of the provisions of this
                  Lease

5.3               NOTIFICATION OF INTERRUPTION ETC

                  To give to the Tenant as much notice as reasonably practicable
                  of any change (permanent or temporary) to the Estate Amenities
                  and of any interruption that may arise to services to the
                  Premises through the conducting media

6                 OBLIGATIONS IN SCHEDULES

                  The Landlord and the Tenant mutually covenant to observe and
                  perform their respective obligations and the conditions in the
                  Schedules to this Lease

7                 GUARANTEE PROVISION

7.1               GUARANTEE

7.1.1             The Surety guarantees to the Landlord that the Tenant will pay
                  the rents reserved by and perform and observe all the Tenant's
                  covenants and obligations in this Lease throughout the Term
                  and the Surety will pay and make good to the

                                      -86-
<PAGE>

                  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

7.1.2             This guarantee remains in force for so long as and to the
                  extent that the Tenant (in this context meaning the party
                  named as "Tenant" in the Parties clause of this Lease) is not
                  released by law from liability for the Tenant's covenants in
                  this Lease

7.2               NO WAIVER OR RELEASE OF LIABILITY

                  The Surety is not to be released from liability under these
                  provisions by reason of:

7.2.1             any forbearance, the granting of time or any other indulgence
                  on the part of the Landlord including (but without affecting
                  the general operation of this clause 7.2) any granting or
                  extension of time under or varying the procedure set out in
                  Schedule 2 paragraph 5; or

7.2.2             any variation of this Lease whether or not made with the
                  consent of the Surety and the guarantee of the Surety in
                  clause 7.1 is to operate in relation to this Lease as it may
                  be varied from time to time

7.3               SURETY TO ACCEPT NEW LEASE UPON DISCLAIMER

7.3.1             If this Lease is effectively determined by disclaimer the
                  Surety shall, if the Landlord by notice within three months
                  after the date of disclaimer so requires, take from the
                  Landlord a lease of the Premises

7.3.2             The lease to be granted to the Surety under clause 7.3.1 is to
                  be on the following terms:

7.3.2.1           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 that date if this Lease had not
                  then been terminated;

                                      -87-
<PAGE>

7.3.2.2           the Yearly Rent is to be the same as would have been payable
                  under this Lease if it had continued undetermined and if a
                  rent review operative from a review date before the grant of
                  the lease has not been completed the Surety will complete the
                  rent review as if it had been the Tenant under this Lease in
                  order to establish the commencing yearly rent under the lease;

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

7.3.2.4           the Surety is to succeed to the rights and assume the
                  liability of the Tenant under this Lease as if the Lease had
                  continued undetermined

7.3.2.5           the Surety is to pay the Landlord's solicitors' charges
                  relating to grant of the lease

7.3.3             If the Landlord shall not require the Surety to take up a
                  lease of the Premises pursuant to clause 7.3.1 the Surety
                  shall nevertheless upon demand pay to the Landlord a sum equal
                  to the rent and all other payments that would have been
                  payable under this lease but for the disclaimer in respect of
                  the period from the date thereof until the earlier of the
                  expiry of six months from that date or the reletting of the
                  Premises by the Landlord (and the expiry of any rent-free
                  period)

8                 EXPERT DETERMINATION

8.1               In this Lease where any issue is required to be dealt with by
                  or submitted for the determination of an independent expert
                  the following provisions of this clause are to apply but in
                  case of conflict with other provisions specifically relating
                  to expert determination elsewhere in this Lease those other
                  provisions are to prevail to the extent of the conflict

8.2               The expert is to be appointed by the parties jointly or if
                  they cannot or do not agree on the appointment appointed by
                  whichever of the following is appropriate:

8.2.1             the President for the time being of the Royal Institution of
                  Chartered Surveyors;

                                      -88-
<PAGE>

8.2.2             the President for the time being of the Institute of Chartered
                  Accountants in England and Wales

                  or in each such case the duly appointed deputy of the
                  president or other person authorized by him to make appoints
                  in his behalf

8.3               The person so appointed is to act as an expert and not as an
                  arbitrator

8.4               The expert so appointed must afford the parties opportunity
                  within such a reasonable time limit as he may stipulate to
                  make representations to him (accompanied by professional
                  rental valuations reports or other appropriate evidence in the
                  relevant circumstances) and permit each party to make
                  submissions on the representations of the other

8.5               The fees and expenses of the expert including the cost of his
                  nomination are to be borne as the expert may direct (but in
                  the absence of such a direction by the parties in equal
                  shares) but (unless they otherwise agree) the parties will
                  bear their own costs in respect of the determination of the
                  issue by the expert

8.6               If the expert refuses to act becomes incapable of acting or
                  dies the Landlord or the Tenant may require the appointment of
                  another expert in his stead under paragraph 8.2

8.7               The determination of the expert except in case of manifest
                  error is to be binding on the Landlord and the Tenant

9                 GOVERNING LAW

                  This Lease shall be governed by and construed in all respects
                  in accordance with the laws of England and proceedings in
                  connection with it shall be subject (and the parties hereby
                  submit) to the non-exclusive jurisdiction of the English
                  Courts

DELIVERED as a Deed on the date at the head of this Lease


                                   SCHEDULE 1


                                      -89-
<PAGE>

                                     PART 1

                           DESCRIPTION OF THE PREMISES

The premises known as Unit 15A Granta Park, Abington, Cambridge and shown for
identification purposes only edged red on Plan 2


                                      -90-
<PAGE>

                                     PART 2

                          RIGHTS GRANTED TO THE TENANT

1    The right (in addition to but not in substitution for any rights
     specifically granted in the following paragraphs) for the Tenant and all
     persons authorized by the Tenant (in common with the Landlord and others
     having a similar right) to use the Estate Amenities for all proper purposes
     in connection with the use and enjoyment of the Premises

2    The free passage and running (subject to temporary interruption for repair
     alterations or replacement) of water, soil, gas, electricity,
     telecommunications and other supplies and services to and from the Premises
     in and through the conducting media that now or at any time during the Term
     serve the Premises presently laid in on through or under other parts of the
     Estate

3    A right of way for all purposes reasonably necessary for the use and
     enjoyment of the Premises for the purposes permitted by this Lease (but not
     further or otherwise) with or without vehicles over the Estate Roads

4    The right to use [ ] parking spaces in the adjacent parking grove shown
     edged in green on Plan 2 or in such other appropriate areas as shall be
     designated from time to time by the Landlord

NOTE THE NUMBER OF CAR PARKING SPACES WITHIN PARKING GROVES WILL DEPEND UPON THE
     FINAL MEASUREMENT OF THE BUILDING AND THE NUMBER OF SPACES INCORPORATED
     WITHIN THE CURTILAGE OF THE BUILDING

5    The right with or without workmen and on reasonable prior notice (save in
     emergency) to enter any part of the Estate in order to carry out any
     repairs or alterations to the Premises or conducting media serving the
     Premises exclusively that cannot reasonably be carried out without such
     entry upon the Estate subject to the Tenant causing as little damage or
     inconvenience as practicable and making good all damage caused to the
     Estate resulting from the exercise of such rights as soon as reasonably
     practicable


                                      -91-
<PAGE>

                                     PART 3

                         RIGHTS RESERVED TO THE LANDLORD


1         The right to the free passage and running of water soil gas
          electricity telecommunications and other supplies and services to and
          from other parts of the Estate and any adjoining property through and
          along any conducting media in over through or under the Premises which
          now serve or may hereafter during the Term serve also such other parts
          of the Estate

2         The right to build on or rebuild or alter other parts of the Estate
          and any adjoining property and in any manner whatsoever and to let the
          same for any purpose or otherwise deal therewith notwithstanding that
          the supply of light or air to the Premises is in any such case
          diminished thereby or any other liberty easement right or advantage
          other than such as are herein specifically granted belonging to the
          Tenant is thereby diminished or prejudicially affected Provided that
          the Premises are not rendered unsuitable for the Permitted Use

3         The right to maintain renew or construct in upon through or over the
          unbuilt upon parts of the Premises at any time during the Term any
          conducting media or services for the benefit of other parts of the
          Estate which it is impractical or uneconomic to route outside the
          Premises

4         The right at any time during the Term at reasonable times and upon
          reasonable notice except in cases of emergency to enter (or in cases
          of emergency to break and enter) the Premises or any part thereof

4.1       to inspect the condition and state of repair of the Premises and to
          value the same

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

4.3       to exercise any of the rights granted to the Landlord elsewhere in
          this Lease

                                      -92-
<PAGE>

4.4       for any other reasonable purpose connected with the Landlord's
          management and development of the Estate

5         The right with the Surveyor or any third party determining the Yearly
          Rent in default of agreement between the parties under any provisions
          for rent review contained in this Lease at convenient hours and on
          reasonable prior notice to enter and inspect and measure the Premises
          for all purposes connected with any pending or intended step under the
          Landlord and Tenant Act 1954 or the implementation of such provisions
          for rent review

                                     PART 4

                                  ENCUMBRANCES


DATE                  DOCUMENT                       PARTIES

28 August 1996     S106 Agreement      South Cambridgeshire District Council (1)
                                       Barclays Bank plc (2)
                                       The Welding Institute (3)
                                       TWI Estates Ltd (4)

10 June 1998       S106 Agreement      Cambridgeshire County Council (1)
                                       Granta Park Ltd (2)

11 June 1998       Supplemental        Cambridgeshire County Council (1)
                   Agreement           Granta Park Ltd (2)

14 November 1997   Deed of Grant       The Welding Institute (1)
                                       Granta Park Ltd (2)

23 December 1999   Deed of Variation   The Welding Institute (1)
                                       Granta Park Ltd (2)


                                   SCHEDULE 2

                                  RENT REVIEWS

6         The review dates

                                      -93-
<PAGE>

6.1       The Yearly Rent is to be reviewed on the expiry of the fifth year of
          the Term and at five yearly intervals thereafter and with effect on
          and from each such rent review date the reviewed rent (as agreed or
          determined in accordance with this Schedule) is to become payable as
          the Yearly Rent reserved by this Lease.

6.2       In this Schedule the expression "the review date" means in relation to
          each such review of rent the date of review pursuant to paragraph 1

7         Upward only rent reviews

7.1       The reviewed rent payable on and from the review date shall be the
          greater of:

7.2       the Yearly Rent reserved under this Lease immediately preceding the
          review date; and

7.3       the Review Percentage of (pound)X

          Where X = (A) x C
                    ---
                    (B)

          and

          A = the market rent for the Hypothetical Premises

          B = 50,000

          C = the Agreed Net Internal Area

8         The market rent

          For the purposes of this Lease, the expression "market rent" means the
          best yearly rent at which the Hypothetical Premises might reasonably
          be expected to be let in the open market by a willing landlord to a
          willing tenant after the expiry of a rent free period of such length
          as would be allowed for fitting out and for the receipt of

                                      -94-
<PAGE>

          such other inducements in lieu thereof as would be negotiated in the
          open market and on the assumption if not a fact, that:

8.1       the letting is:

8.1.1     with vacant possession;

8.1.2     or a term being the greater of the residue of the Term or ten years
          from the review date having a rent review in the same terms as this
          Lease at the expiry of each period of five years throughout the term;

8.1.3     without the payment of a premium by the willing tenant;

8.1.4     subject to terms similar to those of this Lease, other than the length
          of the term and the amount of rent, but including these provisions for
          rent review amended to exclude the reference to the Review Percentage;

8.2       the Hypothetical Premises:

8.2.1     are ready for occupation and immediate use by the willing tenant;

8.2.2     are in a state of full repair and the covenants of the Tenant and the
          Landlord in this Lease have been fully observed and performed; and

8.2.3     may lawfully be used for any purpose permitted by this Lease and/or as
          varied or extended by any license granted by the Landlord to the
          Tenant

8.2.4     have the benefit of all such rights as are granted by this lease and
          (to the extent that the value of the Hypothetical Premises is
          increased thereby) any licenses waivers and consents granted to the
          Tenant

8.3       in case the Premises have been destroyed or damaged the Hypothetical
          Premises have been fully reinstated (or rendered fit for use and
          occupation);

                                      -95-
<PAGE>

8.4       there is not in operation any statute order or instrument, regulation
          or direction which has the effect of regulating or restricting the
          amount of rent that the Landlord may collect or which may be
          chargeable in respect of the Hypothetical Premises;

8.5       the willing Tenant and anyone who may become the Tenant is a taxable
          person who makes only taxable supplies and no exempt supplies (words
          and expressions used in this paragraph 3.5 having the meanings
          assigned to them respectively in the Value Added Tax Act 1994 and the
          regulations made under that Act) and that demand for the Hypothetical
          Premises on the open market would not be reduced by reason of the
          Landlord having elected to waive exemption from value added tax in
          respect of them

9         Matters to be disregarded

          In agreeing or determining the market rent the effect upon it of the
          following matters are to be disregarded in so far as they may relate
          to the Hypothetical Premises:

9.1       the occupation of the Premises by the Tenant;

9.2       any goodwill attached to the Premises by reason of the carrying on at
          the Premises of the business of the Tenant;

9.3       any improvements to the Premises made by the Tenant (whether before or
          after the date of this Lease) with the consent of the Landlord other
          than those:

9.3.1     made in pursuance of an obligation to the Landlord;

9.3.2     completed by the Tenant more than twenty-one years before the review
          date; or

9.3.3     for which the Landlord has made a financial contribution (save in case
          of the Tenant's Fit Out Works);

                                      -96-
<PAGE>

9.4       the Tenant's Fit Out Works

9.5       any works carried out by the Tenant which has diminished the market
          rent; and

9.6       all references to the Review Percentage and in this paragraph 4
          reference to "the Tenant" includes any predecessors-in-title of the
          Tenant and any sub-tenants of the Premises or part thereof

9.7       any additional bid which may be made by a prospective tenant with a
          special interest

10        Procedure for determination of market rent

10.1      The Landlord and the Tenant shall endeavor to agree the market rent,
          and may do so at any time (not being earlier than twelve months before
          the review date), but if they have not agreed the market rent three
          months before the review date the amount of the market rent shall be
          determined by reference to an arbitrator ("the Surveyor")

10.2      The Surveyor shall be nominated by the Landlord and the Tenant
          jointly, but, if they cannot agree or do not do so, then he shall be
          nominated by the President for the time being of the Royal Institution
          of Chartered Surveyors on the application either of the Landlord or of
          the Tenant.

10.3      The reference to and award of the Surveyor shall be governed by the
          Arbitration Act 1996

10.4      The Surveyor must be a chartered surveyor having not less than five
          years' experience of leasehold valuation of property similar to the
          Hypothetical Premises and of property in the same region in which the
          Premises are situated

10.5      If the Surveyor refuses to act, becomes incapable of acting or dies,
          the Landlord or the Tenant may require the appointment of a substitute
          to be nominated in the same manner as provided in paragraphs 5.1 and
          5.2

                                      -97-
<PAGE>

10.6      If either party shall fail to pay its share of the Surveyor's fees and
          expenses within seven days of the same having been demanded the other
          party shall be entitled to pay such share and recover the cost from
          the defaulting party as a debt due on demand

11        Time limits

          Time is not of the essence in agreeing or determining the reviewed
          rent or appointing the Surveyor and delay in commencement of
          negotiations pursuant to paragraph 5.1 or nomination of the Surveyor
          pursuant to paragraphs 5.1 and 5.2 shall not in any way prejudice the
          right to have a rent review

12        Rental adjustments

12.1      If the market rent has not been agreed or determined in accordance
          with the provisions of this Schedule before the review date, then,
          until the market rent has been so agreed or determined, the Tenant
          will continue to pay on account rent at the rate of yearly rent
          payable immediately before the review date.

12.2      The Tenant will pay to the Landlord within seven days after the time
          that the market rent has been agreed or determined all arrears of the
          reviewed rent which have accrued in the meantime, with interest at the
          base rate of Lloyds TSB Bank PLC from time to time on each of the
          installments of the arrears from the time that it would have become
          due if the market rent had then been agreed or determined until
          payment becomes due from the Tenant to the Landlord under this
          paragraph 7.2

13        Memorandum of rent review

          The parties will cause a memorandum of the reviewed rent duly signed
          by the Landlord and the Tenant to be endorsed on or securely annexed
          to this Lease and the counterpart of this Lease

                                   SCHEDULE 3

                                      -98-
<PAGE>

                              INSURANCE PROVISIONS


1         INSURED RISKS

1.1       "Insured Risks" means the risks and other contingencies against which
          the Premises, or (where applicable) any building of which they form
          part, are required to be or are from time to time insured under this
          Lease, but subject to any exclusions limitations and conditions in the
          policy of insurance.

1.2       Insured Risks shall (subject to paragraph 1.3) include fire,
          lightning, explosion, storm, tempest, flood, bursting and overflowing
          of water tanks apparatus or pipes, earthquake, aircraft (but not
          hostile aircraft) and other aerial devices dropped from aircraft, riot
          and civil commotion, malicious damage terrorism and such other risks
          as the Landlord may consider it prudent to insure.

1.3       If a risk or contingency itemized, or otherwise included, as an
          Insured Risk, can no longer be insured or can only be insured at an
          uneconomic rate, the risk or contingency shall cease to be treated as
          an Insured Risk from the time that cover is withdrawn and the Landlord
          has notified the Tenant of its withdrawal.

2         TENANT'S LIABILITY FOR INSURANCE PREMIUMS

2.1       The Tenant will pay to the Landlord within fourteen days of demand the
          Insurance Premiums incurred by the Landlord or (where applicable) the
          due proportion of the Insurance Premiums

2.2       "Insurance Premiums" means all monies expended, or required to be
          expended, by the Landlord in affecting and maintaining cover against
          loss resulting from the Insured Risks including:

2.2.1     three years' loss of rent in respect of the Premises;

2.2.2     such professional fees as may be incurred in connection with
          rebuilding or reinstatement;

                                      -99-
<PAGE>

2.2.3     the costs of demolition, shoring up, and site clearance works;

2.2.4     third party and public liability risks; and

2.2.5     the costs of reinstatement of damage to the Premises

2.2.6     value added tax liability on such items (where applicable)

2.3       The insurance cover shall take into account cover for the effects of
          inflation and escalation of costs and fees, and the Landlord's
          estimate of the market rent of the Premises (as defined in Schedule 2)
          in the context of ensuing rent reviews and the termination of the
          Lease

3         TENANT'S OBLIGATIONS IN RELATION TO INSURANCE COVER

3.1       The Tenant will not do anything which may render void or voidable the
          insurance of the Landlord on the Premises or any neighboring or
          adjoining premises or which may cause insurance premiums to be
          increased.

3.2       The Tenant will provide efficient fire extinguishers of a type
          approved by the Landlord, and will adopt such other precautions
          against Insured Risks as the Landlord or its insurers may consider
          appropriate and/or as may be required by any competent authority

3.3       If the insurance of the Landlord is vitiated in whole or in part in
          consequence of an act or omission of the Tenant, persons occupying or
          enjoying the use of the Premises through or under the Tenant, or their
          respective employees workmen agents or visitors, the Tenant will pay
          to the Landlord on demand a sum equal to the amount of the insurance
          monies which have become irrecoverable in consequence of that act or
          omission

3.4       The Tenant may not insure the Premises for any of the Insured Risks in
          such a manner as would permit the insurer of the Landlord to average
          the proceeds of insurance or cancel insurance cover

                                     -100-
<PAGE>

3.5       The Tenant will notify the Landlord forthwith of the occurrence of
          damage to the Premises by any of the Insured Risks

3.6       If the Premises are damaged by Insured Risks, the Tenant will pay to
          the Landlord on demand the amount of any uninsured excess to which the
          insurance cover of the Landlord is subject or (where applicable) the
          due proportion of such excess

3.7       Save where payment is made pursuant to paragraph 3.3 hereof the
          obligations of the Tenant to repair and to yield up in repair the
          Premises are to remain operative to the extent that the insurance of
          the Landlord in respect of Insured Risks is vitiated or insurance
          monies are withheld by reason of an act or omission of the Tenant,
          persons occupying or enjoying the use of the Premises through or under
          the Tenant, or their respective employees workmen agents or visitors,
          but do not otherwise operate in respect of damage to the Premises by
          Insured Risks

4         LANDLORD'S OBLIGATION TO INSURE AND REINSTATE

4.1       The Landlord will keep the Premises insured with an insurer of repute
          against Insured Risks and other items referred to in paragraph 2.2 for
          the full cost of reinstatement, subject to such uninsured excess as
          the insurer may reasonably apply

4.2       Following the occurrence of damage to or destruction of the Premises
          by an Insured Risk, the Landlord will diligently apply, or procure the
          application of, the proceeds of the insurance covering reinstatement
          and rebuilding costs for those purposes, and will make any deficiency
          in the proceeds of the insurance out of its own resources

4.3       The obligations of the Landlord in paragraph 4.2 do not apply:

4.3.1     if the Landlord is unable, after using its reasonable endeavors to do
          so, to obtain any requisite planning permission or other consents for
          the reinstatement of

                                     -101-
<PAGE>

          rebuilding of the Premises or of a building of similar size character
          and amenity; or

4.3.2     if the Landlord's insurance is vitiated by reason of an act or
          omission of the Tenant, persons occupying or enjoying the use of the
          Premises through or under the Tenant or their respective employees
          workmen agents or visitors

4.4       Where the Premises are substantially damaged or destroyed, the Tenant
          may not object to the reinstatement or rebuilding of the Premises in a
          form which is not identical to the Premises immediately before the
          damage or destruction occurred if the Premises as reinstated or
          rebuilt are of equivalent or better standard, and afford amenities
          which are not inferior to or materially different from those enjoyed
          by the Tenant before the occurrence of the damage or destruction

5         LANDLORD'S OBLIGATIONS IN RELATION TO INSURANCE

5.1       The Landlord will use its reasonable endeavors to procure that its
          insurers waive entitlement to rights of subrogation against the
          Tenant, persons occupying or enjoying the use of the Premises through
          or under the Tenant, and their respective employees workmen agents or
          visitors

5.2       The Landlord will notify its insurers of the Tenant's interest in the
          Premises and, if practicable, have it noted on the policies of
          insurance

5.3       The Landlord will provide the Tenant with a copy of its insurance
          policies (or other evidence of the conditions of insurance) on the
          Premises, and at the request of the Tenant with a receipt for the
          payment of the last premium or other evidence of renewal and
          up-to-date details of the amount of cover

5.4       The Landlord will promptly notify the Tenant of any changes in its
          insurance cover or of the terms on which cover has been effected

                                     -102-
<PAGE>

5.5       The Landlord may retain for its exclusive benefit any discount on the
          insurance premiums or commission offered to it by its insurer

6         SUSPENSION OF RENT

6.1       Paragraph 6.2 applies if the Premises are at any time during the Term
          so damaged by an Insured Risk as to render the Premises or any part of
          them unfit for occupation use or enjoyment, except in the
          circumstances referred to in paragraph 4.3.2

6.2       The rent and additional rent reserved by this Lease, or a fair
          proportion of them according to the nature and extent of the damage
          sustained, is to be suspended and cease to be payable until the
          Premises (excluding fitting out works and replacement of contents)
          have been reinstated and made fit for occupation use and enjoyment or,
          if earlier, until the expiry of three years from the occurrence of the
          damage

6.3       A dispute as to the amount of the abatement of the rent or the
          duration of the period of abatement is to be submitted to an
          independent expert

7         OPTIONS TO DETERMINE

7.1       If for any reason beyond the control of the Landlord it proves
          impossible or impracticable to commence rebuilding or reinstatement of
          the Premises within two years of the occurrence of the damage by an
          Insured Risk, the Landlord may terminate this Lease by giving to the
          Tenant written notice to that effect

7.2       If the rebuilding or reinstatement of the Premises has not been
          commenced within two years after the occurrence of the damage by an
          Insured Risk or has not been completed within three years of such
          damage, the Tenant may give written notice to the Landlord of
          intention to terminate this Lease

                                     -103-
<PAGE>

7.3       The termination of this Lease under this paragraph 7 is not to affect
          any liability which has accrued at any time before the time of
          termination

8         RETENTION OF INSURANCE PROCEEDS

          On the termination of this Lease under paragraph 7, or if this Lease
          is terminated by the operation of the doctrine of frustration, the
          Landlord may retain for its exclusive benefit the proceeds of
          insurance.

                                   SCHEDULE 4

                            SERVICE CHARGE PROVISIONS

                                 PART I GENERAL

9         TENANT'S LIABILITY TO PAY SERVICE CHARGE

          The Tenant will pay to the Landlord by way of additional rent the due
          proportion (as defined below) of the total cost ("service charge")
          properly incurred by the Landlord in any service charge period
          beginning or ending during the Term in providing the services
          specified in Sections 2 and 3 of this Schedule and defraying the costs
          and expenses relating and incidental to such services together with
          the costs set out in Section 4 of this Schedule.

10        DEFINITION OF "DUE PROPORTION"

10.1      In this Schedule the expression "due proportion" means in relation to
          the service charge the proportion which is attributable to the
          Premises

10.2      The due proportion is to be a fair proportion and calculated primarily
          by reference to the ratio of the gross external area (as defined in
          the Measuring Code) of the Premises to the gross external area at any
          relevant time of the buildings forming part of the Estate (excluding
          for these purposes the buildings forming part of the Estate Amenities
          but including the Premises) Provided that for the purposes of such
          calculation during the first five years of the Term the gross external
          area of

                                     -104-
<PAGE>


          the buildings on the Estate shall be assumed to be no less than
          550,000 sq. ft and Provided Further that during the first year of the
          Term the due proportion payable by the Tenant shall not exceed a sum
          equivalent to(pound)0.50 per square foot of gross external area

10.3      If such comparison is inappropriate having regard to the nature of any
          expenditure incurred or the premises benefited by the expenditure or
          otherwise, the Landlord is at liberty in its discretion to adopt such
          other method of calculation of the due proportion of such expenditure
          (or item of expenditure) to be attributed to the Premises as may be
          fair and reasonable in the circumstances including if appropriate the
          attribution of the whole of such expenditure to the Premises

11        ADVANCE PAYMENT ON PRELIMINARY BASIS

11.1      The due proportion of the service charge is to be discharged by means
          of advance payments to be made on the same days upon which rent is
          payable under this Lease and by such additional payments as may be
          required under paragraphs 4 and 5

11.2      The amount of each advance payment is to be such amount as the
          Landlord may reasonably determine as likely to be equal in the
          aggregate to the due proportion of the service charge for the relevant
          service charge period and which is notified to the Tenant at or before
          the time when the demand for an advance payment is made

11.3      For the purpose of this Schedule "service charge period" means the
          period of twelve months from 1 October to 30 September in each year
          (or such other period as the Landlord may from time to time determine)

11.4      The service charge is to be treated as accruing on a day-to-day basis
          in order to ascertain yearly rates and for the purposes of
          apportionment in relation to periods other than of one year

                                     -105-
<PAGE>

12        SERVICE CHARGE ACCOUNTS AND ADJUSTMENTS

12.1      The Landlord will as soon as may be practicable after the end of each
          service charge period submit to the Tenant a statement duly certified
          (if so requested) by the Landlord's accountant or surveyor giving a
          proper summary of the service charge for the service charge period
          just ended

12.2      If the due proportion of the service charge as certified is more or
          less than the total of the advance payments (or the grossed-up
          equivalent of such payments if made for any period of less than the
          service charge period), then any sum due to or payable by the Landlord
          by way of adjustment in respect of the due proportion of the service
          charge is forthwith to be paid or allowed as the case may be

12.3      The provisions of this paragraph are to continue to apply
          notwithstanding the termination of this Lease in respect of any
          service charge period then current

12.4      The Tenant is entitled to inspect and (at the Tenant's cost) take
          copies of the service charge records and the invoices receipts
          estimates and vouchers of the Landlord at such location as the
          Landlord may reasonably appoint for the purpose during normal working
          hours on weekdays

13        EXCEPTIONAL EXPENDITURE

13.1      If the Landlord is required during any service charge period to incur
          heavy or exceptional expenditure which forms part of the service
          charge, the Landlord is to be entitled to recover from the Tenant the
          due proportion of the service charge representing the whole of that
          expenditure on the quarter day next following

13.2      If funds collected by way of advance payments of service charge prove
          insufficient to meet an immediate liability, (and there is no reserve
          fund available, or which may be applied, to meet the liability, and
          the circumstances arose otherwise than as mentioned in paragraph 9.1)
          the Landlord is to be entitled to borrow monies for the purpose from
          reputable banks at commercially competitive

                                     -106-
<PAGE>

          rates of interest, and the interest payable on the borrowing shall be
          recoverable as an item of the service charge

14        SINKING FUNDS AND RESERVES

14.1      With a view to securing so far as may reasonably be practicable that
          the service charge should be progressive and cumulative rather than
          irregular and that tenants for the time being shall bear a proper part
          of accumulating liabilities which accrue in the future the Landlord is
          entitled to include as an item of service charge for any service
          charge period an amount which the Landlord reasonably determines is
          appropriate to build up and maintain a sinking fund and a reserve fund
          in accordance with the principles of good estate management

14.2      Any such sinking fund is to be established and maintained on normal
          commercial principles for the renewal and replacement of plant
          machinery and equipment

14.3      Any such reserve fund is to be established and maintained to cover
          prospective and contingent costs of carrying out repairs decoration
          maintenance and renewals and of complying with statutes by-laws
          regulations of all competent authorities and of the insurers in
          relation to the use occupation and enjoyment of the Estate

15        ADVANCE PAYMENTS DEPOSIT ACCOUNT

15.1      This paragraph applies to such part of the monies ("relevant monies")
          paid by the Tenant and other tenants and occupiers of the Estate by
          way of service charge as for the time being has not been disbursed in
          payment of the costs and expenses of providing services

15.2      The Landlord will keep the relevant monies in a separate trust account
          until and to the extent that they may be required for disbursement
          then or in the then immediate future in payment of the costs and
          expenses of providing services

                                     -107-
<PAGE>

15.3      Interest earned upon such account (less any tax payable) is to be
          credited to the account at regular rests in each year

15.4      Until actual disbursement the relevant monies are to be held by the
          Landlord for the benefit of the tenants and occupiers of the Estate as
          a class but on the basis that no tenant shall be entitled to receive
          payment of any part thereof upon the termination of its lease

16        LANDLORD'S PROTECTION PROVISIONS

          The Tenant is not entitled to object to the service charge (or any
          item comprised in it) or otherwise on any of the following grounds:

16.1      the inclusion in a subsequent service charge period of any item of
          expenditure or liability omitted from the service charge for any
          preceding service charge period;

16.2      an item of service charge included at a proper cost might have been
          provided or performed at a lower cost; or

16.3      disagreement with any estimate of future expenditure for which the
          Landlord requires to make provision so long as the Landlord has acted
          reasonably and in good faith and in the absence of manifest error; or

16.4      the manner in which the Landlord exercises its discretion in providing
          services so long as the Landlord acts in good faith and in accordance
          with the principles of good estate management; or

16.5      the employment of managing agents to carry out and provide on the
          Landlord's behalf services under this Part of this Schedule

17        VACANT PARTS OF THE ESTATE AND ACTIONS BY THE LANDLORD

17.1      The due proportion of the service charge may not be increased or
          altered by reason only that at any relevant time any building or
          buildings forming part of the

                                     -108-
<PAGE>

          Estate may be vacant or be occupied by the Landlord or that any other
          tenant or occupier may default in payment of, or be required to pay
          less than, the due proportion of the service charge attributable to
          that part

17.2      The Landlord shall not recover or seek to recover from the Tenant
          whether as part of the service charge or otherwise any costs incurred
          in the remedying of any defects in the Estate Amenities or of any want
          of repair caused by any such defect where such costs are recoverable
          from any other party nor any costs incurred in connection with any
          upgrade of electricity supply to the Estate as a result of the initial
          construction and occupation of any building thereon.

17.3      If the Landlord is entitled to recover monies representing expenditure
          which has been or which would otherwise fall to be included in the
          service charge, the Landlord shall use all reasonable endeavors to
          recover the same and will set off or credit such monies against the
          service charge accordingly

18        SERVICE CHARGE TO EXCLUDE TENANTS' LIABILITIES

          There is to be excluded from the items comprising the service charge
          any liability or expense for which the Tenant or other tenants or
          occupiers of premises within the Estate may individually be
          responsible under the terms of the tenancy or other arrangement by
          which they use or occupy such premises

19        MANAGEMENT CHARGES

          The Landlord is entitled to include in the service charge:

19.1      a reasonable fee for the provision of services where these are managed
          or supplied directly by the Landlord but not exceeding 15% of the
          service charge;

19.2      the proper cost of employing managing agents for the carrying out and
          provision of services under this Schedule not exceeding 10% of the
          service charge or when aggregated with fees referred to in paragraph
          11.1 hereof 15%; and

                                     -109-
<PAGE>

19.3      the reasonable fees of the accountants or auditors for auditing the
          service charge or providing other services in connection with the
          service charge

20        THE LANDLORD'S OBLIGATION TO PROVIDE SERVICES

20.1      Subject to the payment of the due proportion of the service charge by
          the Tenant in the manner required and at the time required under this
          Lease and to the following provisions of this paragraph, the Landlord
          will provide the services specified in Part 2 of this Schedule and may
          provide the services specified in Part 3 of this Schedule

20.2      The Landlord is not to be liable to the Tenant for failure to provide
          any services in Part 2 of this Schedule to the extent that the
          Landlord is prevented from doing so by Insured Risks and other such
          perils, accident, strikes, lockouts of workmen or other cause beyond
          the Landlord's control Provided that the Landlord uses all reasonable
          endeavors to restore the services as soon as possible

20.3      The Landlord is not under any obligation to the Tenant to provide or
          to continue the provision of the services specified in Part 3 of this
          Schedule and may in its absolute discretion following reasonable prior
          notice to the Tenant vary extend alter or add to such services if the
          Landlord considers that by so doing the amenities in the Estate may be
          more efficiently conducted

                  PART 2 ESSENTIAL SERVICES AND HEADS OF CHARGE

21        The provision and carrying out by or on behalf of the Landlord of such
          services as are in the reasonable opinion of the Landlord:

21.1      Necessary for the maintenance repair upkeep renewal insurance
          management cleanliness of and (where applicable) the reasonable and
          necessary replacement of:

21.1.1    Items of plant and equipment and their constituent parts comprised in
          the Estate

                                     -110-
<PAGE>

21.1.2    The conducting media in or under or otherwise serving the Estate

21.1.3    The Estate Amenities or

21.2      Required for the provision of such security arrangements for the
          Estate including (without limitation) the engagement of security
          officers and services as is in the interests of good estate management

22        The insurance of the Estate Amenities against third party liabilities
          and such other risks as the Landlord considers reasonable in the
          interests of good estate management

23        Providing or procuring the provision of the following services to the
          extent necessary or desirable for the benefit of the tenants of the
          Estate and in the interests of good management:

23.1      Lighting of the Estate Amenities

23.2      The cultivation and planting of any planted or grassed areas of the
          Estate Amenities together with the maintenance repair and cultivation
          of any water feature at any time within the Estate Amenities

23.3      The provision of nameboards and signs on the Estate

                PART 3 DISCRETIONARY SERVICES AND HEADS OF CHARGE

1.        The provision of fire alarm and prevention and fire fighting equipment
          and water and fire hydrants on any part of the Estate

2.        The provision of such traffic control measures as the Landlord
          reasonably considers to be appropriate in the interests of good estate
          management

3.        The maintenance and provision of suitable refuse facilities within the
          Estate Amenities and the collection and removal of refuse

4.        The provision of such other services or amenities for the benefit of
          the tenants owners and occupiers of the Estate as the Landlord
          reasonably considers to be appropriate in the interests of good estate
          management

                                     -111-
<PAGE>

              PART 4 COSTS TO BE INCLUDED WITHIN THE SERVICE CHARGE

1.        All rates taxes and other outgoings (including electricity gas and
          telephone and telecommunication charges) payable by the Landlord in
          respect of the Estate Amenities

2.        The expenses of complying with all statutory requirements and the
          requirements of any competent authority in respect of the Estate
          Amenities

3.        The cost of insuring against the Insured Risks such parts of the
          Estate Amenities as the Landlord considers prudent and in the
          interests of good estate management but excluding costs which are
          recoverable pursuant to Schedule 3 hereof

4.        The expenses of preparing making and recovering any insurance claim in
          respect of the Estate Amenities including the fees of any loss
          adjuster and assessor and the cost of obtaining any valuation for the
          purpose of assessing the value for insurance of the Estate Amenities
          not more than once in every two years and provided that such expenses
          shall not be recoverable pursuant to Schedule 3 hereof

5.        The cost of taking of all steps reasonably deemed desirable or
          expedient by the Landlord for complying with making representatives
          against or otherwise contesting the incidence of the provision of any
          regulation bye law notice legislation order or statutory requirements
          relating to town planning public health highways street drainage or
          other matters relating or alleged to relate to the Estate or any part
          of it

6.        The cost of any irrecoverable value added tax charged in respect of
          any of the items forming part of the service charge

7.        Subject to the provisions of paragraph 5.2 of Part I of this Schedule
          any interest charges incurred on expenditure not covered by advance
          payments of the service charge

8.        Subject to the provisions of paragraph 11 of Part I of this Schedule
          the proper fees and expenses payable to managing agents contractors
          surveyors valuers; architects engineers accountants solicitors and
          other professional persons in connection with the general management
          of the Estate and/or maintenance thereof and the payment of all proper
          fees charges salaries expenses and commissions payable to them
          including the payment of the fees and expenses incurred by the
          Landlord in preparing accounts of the service charge for each year and
          having such accounts audited by an accountant

9.        Subject to the provisions of paragraph 11 of Part I of this Schedule
          the payment of a proper annual management charge in respect of the
          management of the Estate and the collection of the rents and other
          sums due to the Landlord but excluding costs incurred as a result of
          any tenant's default

10.       The cost of the supply of electricity gas oil or other fuel for the
          provision of the services and for all purposes in connection with the
          Estate Amenities together with the cost of reading meters and
          assessing any such charges

                                     -112-
<PAGE>

11.       The amount which the Landlord shall be called upon to pay as a
          contribution towards the cost of repairing maintaining rebuilding or
          cleansing any ways roads pavements structures conducting media party
          walls or fences or anything which may be used by the Estate in common
          with any other land near to or adjoining the same

12.       All other costs and expenses reasonably and properly incurred in the
          general maintenance and management of the Estate for the benefit of
          the tenants owners and occupiers thereof from time to time and in
          accordance with the principles of good estate management

                                   SCHEDULE 5

                     PART I FORM OF GUARANTEE ON ASSIGNMENT

24        GUARANTEE

24.1      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

24.2      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 Tenants covenants in the Lease

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

25        NO WAIVER OR RELEASE OF LIABILITY

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

25.1      any forbearance the granting of time or any other indulgence on the
          part of the Landlord, including (but without affecting the general
          operation of this paragraph 2)

                                     -113-
<PAGE>

          any granting or extension of time under or varying the procedure set
          out in Schedule 2, paragraph 5; or

25.2      any variation of this Lease, whether or not 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

26        GUARANTOR[S] TO ACCEPT NEW LEASE UPON DISCLAIMER

26.1      If this Lease is effectively determined by disclaimer, the
          Guarantor[s] shall, if the Landlord by notice within three months
          after the date of determination so requires, take from the Landlord a
          lease of the Premises

26.2      The lease to be granted to the Guarantor[s] under paragraph 3.1 is to
          be on the following terms:

26.2.1    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 if this Lease had not then been terminated

26.2.2    the yearly rent is to be the same as would have been payable under
          this Lease if it had continued and, if a rent review operative from a
          review date before the grant of the lease has not been completed, the
          Guarantor[s] will complete the rent review as if it had been the
          Tenant under this Lease in order to establish the commencing yearly
          rent under the lease

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

26.2.4    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

26.2.5    the Guarantor[s] [is] [are] to pay the Landlord's solicitors' charges
          relating to the grant of the lease

                                     -114-
<PAGE>

26.3      If the Landlord shall not require the Guarantor to take up a lease of
          the Premises pursuant to clause 3.1 the Guarantor shall nevertheless
          upon demand pay to the Landlord a sum equal to the rent and all other
          payments that would have been payable under this lease but for the
          determination or disclaimer in respect of the period from the date
          thereof until the expiry of six months from that date or until the
          Premises have been relent by the Landlord (and any rent-free period
          has expired) whichever shall first occur

             PART 2 CRITERIA TO BE SATISFIED BY A PROPOSED ASSIGNEE

26.4      The proposed assignee is to be of required status, meaning that at the
          time that the application for the consent of the Landlord to the
          proposed assignment is made all the following criteria are met:

26.5      Its financial standing is in the reasonable opinion of the Landlord
          sufficient to enable it to perform the current and future obligations
          on the part of the Tenant under this Lease and if the Tenant disputes
          the Landlord's opinion then the matter shall be referred to the
          determination of an independent expert

26.6      The release by law of the Tenant from the Tenant's covenants in this
          Lease and the vesting of this Lease in the proposed assignee would not
          result in a diminution in the capital value of the reversion to this
          Lease of more than 0.5%:

26.6.1    the Landlord is entitled to withhold consent to the proposed
          assignment on this ground if in its opinion, this would be the case,
          but

26.6.2    the Tenant may object to the Landlord's decision and require the issue
          to be submitted to an independent expert.

27        The proposed assignee will be of required status if it is able to
          procure a surety who meets the criteria in paragraph 1 above and who
          enters into a direct covenant with the Landlord in the license to
          assign in the terms set out in Part 1 of this Schedule

                                     -115-
<PAGE>

28        A UK Government department, nationalized industry or public utility
          company to which the Tenant proposes to assign this Lease is to be
          treated as being of required status

                                   SCHEDULE 6

                           THE TENANT'S FIT OUT WORKS

            [TO INCORPORATE THE SCHEDULE OF TENANT'S FIT OUT WORKS AS
             AGREED PURSUANT TO CLAUSE 3 OF THE AGREEMENT FOR LEASE]


                                     -116-
<PAGE>


                                   SCHEDULE 7

                              ASSUMED SPECIFICATION


                                     -117-
<PAGE>



                         MILLENNIUM PHARMACEUTICALS LTD
                               PLOT 15 DEVELOPMENT

                              ASSUMED SPECIFICATION

                                                                      30/01/2001

A.       INTRODUCTION

This schedule describes the specification of the hypothetical premises that will
provide the basis for rent review for Millennium Pharmaceuticals Ltd development
on Plot 15 of Granta Park.

The hypothetical premises comprise a two-story office building of commercial
quality, located on Plot 15 of Granta Park (see Plan 2 for location). The
premises should be assumed to have been completed in November 2002.

The hypothetical premises have two cores, each served by a lift and male and
female toilets. The reception area will comprise 1,100 sq. ft and the offices
48,900 sq. ft. These areas are net internal areas measured in accordance with
the code of measuring practice (4th edition) published by the Royal Institution
of Chartered Surveyors.

The detailed hypothetical specification is set out in three further parts below,
each part dealing respectively with:

i)        External and internal finishes; and

ii)       Key design parameters.

B.        EXTERNAL FINISHES

External finishes will conform with the Granta Park Design Guide (wherever
referred to this means the edition in force on 26/01/2001).

The building will be clad in coated aluminum (Luxalon Quadroclad system)
incorporating areas of stone or brick with windows and feature curtain walling.

Parking areas will be permeable block paving to both roadways and parking bays.

Footpaths will be bound gravel.

Islands will be grassed and planted with trees.

External lighting will be in accordance with Granta Park Design Guide.

C.        INTERNAL FINISHES

ENTRANCE AREAS
Floor:                       Natural stone with recessed entrance mat.
Walls:                       Emulsion paint on plaster or dry lining.
Skirtings and architraves:   Stained hardwood.
Doors:                       Fire rated self closing solid core maple veneered
                             leaves with matching solid sectioned door frames
                             and architraves.
Ironmongery:                 Brushed stainless steel from the D-line range by
                             Allgoods or similar.
Ceilings:                    Demountable suspended metal system.
Reception desk:              Bespoke maple finish reception desk or similar.

                                     -118-
<PAGE>

TOILETS
Floors:                      Domus G800 matt 300 x 300 x 9 tiles, or similar,
                             with coved edging.
Walls:                       Eggshell paint on plastered blockwork or concrete;
                             surface fixed mirrors.
Doors:                       Fire rated self closing solid core maple veneered
                             leaves with matching solid sectioned door frames
                             and architraves.
Ironmongery:                 Brushed stainless steel from the D-line range by
                             Allgoods or similar.
Ceilings:                    Demountable suspended metal system.
Sanitary Ware:               White Armitage Shanks or similar, basins to have
                             tile spashbacks.
Ancillary:                   Soap dispensers, hand driers, toilet roll holders.
OFFICES
Floors:                      Hewetson RMG (fully metal encased) or similar
                             raised floor system; 600 x 600 medium grade carpet
                             tiles.
Walls:                       Emulsion painted plaster or dry lining.
Skirtings and window         Stained hardwood.
boards:
Ceiling:                     Demountable suspended metal system.
MAIN STAIRS
Floor:                       Natural stone at ground floor level; carpet tiles
                             with nosings on treads and landings.
Walls:                       Emulsion paint on dry lining or plastered
                             blockwork.
Ceiling: :                   Demountable suspended metal system.
Doors:                       Fire rated self closing solid core maple veneered
                             leaves with matching solid sectioned door frames
                             and architraves.
Ironmongery                  Brushed stainless steel from the D-line range by
                             Allgoods or similar.


D.       Key Design Parameters

--------------------------------------------------------------------------------
                                                 Proposed Design Parameter
--------------------------------------------------------------------------------
KEY DESIGN PARAMETERS
--------------------------------------------------------------------------------
Site Density (% of site area)                    40%
--------------------------------------------------------------------------------
Parking (per ms GEA)                             1:24
--------------------------------------------------------------------------------
Landscaping (% of site area)                     25%+/-
--------------------------------------------------------------------------------
Floor plate efficiency (NINGIA %)                89%
--------------------------------------------------------------------------------
Building plan depth (m)                          15.0
--------------------------------------------------------------------------------
Column grid (m)                                  7.5
--------------------------------------------------------------------------------
Planning grid (m)                                1.5 x 1.5
--------------------------------------------------------------------------------
Occupancy for means of escape (person:ms)        1:6
--------------------------------------------------------------------------------
CORE ELEMENTS
--------------------------------------------------------------------------------
WC provision (per ms GIA)                        To Building Regs at Jan 2001
--------------------------------------------------------------------------------
male/female ratio                                50/50%
--------------------------------------------------------------------------------
LIFTS
--------------------------------------------------------------------------------
Passenger lifts calcs (per ms GIA)               1:14
--------------------------------------------------------------------------------
Size                                             13 person
--------------------------------------------------------------------------------

                                     -119-
<PAGE>


--------------------------------------------------------------------------------
BUILDING SECTION
--------------------------------------------------------------------------------
Ceiling/lighting zone (mm o/a)                   100 o/a
--------------------------------------------------------------------------------
Services zone (mm o/a)                           500 o/a
--------------------------------------------------------------------------------
Ceiling void (mm o/a)                            600
--------------------------------------------------------------------------------
Floor to ceiling height (mm)
--------------------------------------------------------------------------------
Office areas                                     2700
--------------------------------------------------------------------------------
WC'S                                             2400
--------------------------------------------------------------------------------
Reception                                        2700
--------------------------------------------------------------------------------
Raised floor                                     150
--------------------------------------------------------------------------------
Ceiling tile module (mm)                         600
--------------------------------------------------------------------------------
Raised floor tile module (mm)                    600
--------------------------------------------------------------------------------
STRUCTURAL SYSTEMS
--------------------------------------------------------------------------------
LOADINGS
--------------------------------------------------------------------------------
Ground/upper floors
--------------------------------------------------------------------------------
Live load (kN/ms)                                3.0
--------------------------------------------------------------------------------
Plant room & special high load areas             7.5
(5% of GIA) (kN/ms)
--------------------------------------------------------------------------------
Demountable partitions (kN/ms)                   1.0
--------------------------------------------------------------------------------
Raised floors, ceilings & services (kN/ms)       0.85
--------------------------------------------------------------------------------
Staircases                                       4.0
--------------------------------------------------------------------------------
ENVELOPE THERMAL INSULATION                      TO BUILDING REGS AT JAN 2001
--------------------------------------------------------------------------------
BUILDING SERVICES
--------------------------------------------------------------------------------
ELECTRICAL
--------------------------------------------------------------------------------
Small power offices (W/ms)                       15
--------------------------------------------------------------------------------
Upgradeable to (W/ms)                            25
--------------------------------------------------------------------------------
Rising busbars (W/ms)                            25
--------------------------------------------------------------------------------
Spare ways                                       25%
--------------------------------------------------------------------------------
Lighting (W/ms)                                  12
--------------------------------------------------------------------------------
Mechanical
--------------------------------------------------------------------------------
Controls/BMS                                     Yes
--------------------------------------------------------------------------------
Water Storage (litres/pers/day)                  25-30 (200 litres per wc)
--------------------------------------------------------------------------------
Gas supply                                       To heating plant only
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
KEY PERFORMANCE CRITERIA
--------------------------------------------------------------------------------
COMFORT
--------------------------------------------------------------------------------
Control zoning_- perimeter (m)                   6 x 4.5
--------------------------------------------------------------------------------
Control zoning - internal (m)                    50
--------------------------------------------------------------------------------
TEMPERATURES
--------------------------------------------------------------------------------
WINTER
--------------------------------------------------------------------------------
External - minimum design temp ((DEG.)C)            -4
--------------------------------------------------------------------------------
Internal conditions (95% occupied hours)
--------------------------------------------------------------------------------
Offices ((DEG.)C)                                   22+/-2
--------------------------------------------------------------------------------
Reception, WC, common areas ((DEG.)C)               20+1-2
--------------------------------------------------------------------------------
SUMMER
--------------------------------------------------------------------------------
External - maximum design temp ((DEG.)C)            28
--------------------------------------------------------------------------------
Internal conditions (95% occupied hours)
--------------------------------------------------------------------------------

                                     -120-
<PAGE>

--------------------------------------------------------------------------------
Offices ((DEG.)C)                                   24+/-2
--------------------------------------------------------------------------------
Reception, WC, common areas ((DEG.)C)               24+/-2
--------------------------------------------------------------------------------
LIGHTING
--------------------------------------------------------------------------------
ILLUMINANCE LEVELS (LUX)
--------------------------------------------------------------------------------
Offices                                          450
--------------------------------------------------------------------------------
Reception                                        200
--------------------------------------------------------------------------------
Stairs/lobbies                                   200
--------------------------------------------------------------------------------
Toilets                                          200
--------------------------------------------------------------------------------
Lift car                                         200
--------------------------------------------------------------------------------
External car park                                15-20
--------------------------------------------------------------------------------
External roadways                                15-20
--------------------------------------------------------------------------------
Internal reflectors                              Category 20
--------------------------------------------------------------------------------
Internal fittings control gear                   High frequency
--------------------------------------------------------------------------------
FRESH AIR SUPPLY
--------------------------------------------------------------------------------
Offices (litres/sectperson)                      8
--------------------------------------------------------------------------------
Toilets (change/hour)                            10
--------------------------------------------------------------------------------
Common areas (litres/sec/person)                 8
--------------------------------------------------------------------------------
Humidity control                                 No
--------------------------------------------------------------------------------
AIR EXTRACTION
--------------------------------------------------------------------------------
Toilets (changes / hour)                         10
--------------------------------------------------------------------------------
Internal acoustics
--------------------------------------------------------------------------------
Building services noise
--------------------------------------------------------------------------------
Common areas & toilets (NR)                      40
--------------------------------------------------------------------------------
OPEN PLAN OFFICES (NR)                           38
--------------------------------------------------------------------------------
Other services
--------------------------------------------------------------------------------
Access control                                   By tenant
--------------------------------------------------------------------------------
CCTV                                             By tenant
--------------------------------------------------------------------------------
Security alarms                                  By tenant
--------------------------------------------------------------------------------
Fire Protection                                  Level 2
--------------------------------------------------------------------------------
Air Filtration                                   EU6
--------------------------------------------------------------------------------

                                     -121-
<PAGE>


THE COMMON SEAL of GRANTA              )
PARK LIMITED was affixed in the        )
presence of:                           )



         Director



         Secretary



                                     -122-
<PAGE>



THE COMMON SEAL of MILLENNIUM          )
PHARMACEUTICALS LIMITED was            )
affixed in the presence of:            )


                  Director


                  Secretary


SIGNED as a Deed by MILLENNIUM         )
PHARMACEUTICALS INC acting by          )
                                       )
its duly authorized signatory:         )



                  Authorized Signatory




                                     -123-
<PAGE>



                                              DRAFT LEASE - Plot 12



                                     -124-
<PAGE>


                                   SCHEDULE II
                                  ENCUMBRANCES

DATE                DOCUMENT                       PARTIES

28 August 1996   S106 Agreement      South Cambridgeshire District Council (1)
                                     Barclays Bank plc (2)
                                     The Welding Institute (3)
                                     TWI Estates Ltd (4)

10 June 1998     S106 Agreement      Cambridgeshire County Council (1)
                                     Granta Park Ltd (2)

11 June 1998     Supplemental        Cambridgeshire County Council (1)
                 Agreement           Granta Park Ltd (2)

14 November      Deed of Grant       The Welding Institute (1)
1997                                 Granta Park Ltd (2)

23 December      Deed of Variation   The Welding Institute (1)
1999                                 Granta Park Ltd (2)



                                     -125-
<PAGE>


                                  SCHEDULE III
                       OUTLINE SPECIFICATION OF THE WORKS



                                     -126-
<PAGE>



                                   SCHEDULE IV
             FORM OF LANDLORD'S MANAGEMENT CONTRACT WITH THE FORM OF
                MANAGEMENT CONTRACTOR'S WARRANTY AND THE FORM OF
                            SUB-CONTRACTORS WARRANTY



                                     -127-
<PAGE>



                                   SCHEDULE V
                          FORM OF CONSULTANT'S WARRANTY



                                     -128-
<PAGE>



                                   SCHEDULE VI
                        EXTRACT OF DRAFT INSURANCE POLICY



                                     -129-
<PAGE>



                                  SCHEDULE VII
                        FORM OF CONSULTANT'S APPOINTMENT



                                     -130-
<PAGE>

                                  SCHEDULE VIII
                         ALTERNATIVE PROCUREMENT METHOD

33        The provisions of this Schedule shall only apply in the circumstances
          provided for in clause 7.4 of this Agreement

34        In this Schedule where the context allows:-

34.1      "Building Contracts" means the trade contracts in the form of the
          draft trade contract contained in Part 1 of Annexure A for the
          carrying out of the Works and all documents drawings and plans
          supplemental thereto

34.2      "Construction Management Agreement" means the appointment of the
          construction manager in the form of the draft contained in Part 2 of
          Annexure A

34.3      "Construction Manager" means Glanville Projects Limited of
          CorinthianCourt 80 Milton Road Abington Oxford OX14 4RY or such other
          firm or company of construction managers as may be appointed by the
          Landlord in connection with the Development and approved by the Tenant
          such approval not to be unreasonably withheld or delayed

34.4      "Consultants" means the Design Consultant the Planning Supervisor and
          the Construction Manager

34.5      "Design Consultant" means Bovis Lendlease Pharmaceuticals Limited

34.6      "Planning Supervisor" means Glanville Consultants Limited of Porters
          Wood House Porters Wood St Albans Hertfordshire or such other firm or
          company of planning supervisors as may be appointed by the Landlord in
          connection with the Development and approved by the Tenant such
          approval not to be unreasonably withheld or delayed

<PAGE>

34.7      "Trade Contractor" means any trade contractor employed by the Landlord
          to undertake any works packages for the carrying out of Works and
          approved by the Tenant such approval not to be unreasonably withheld
          or delayed

35        The Landlord will appoint the Construction Manager pursuant to the
          Construction Management Agreement

36        The Landlord will let the Building Contracts to the Trade Contractors
          substantially in the form of the draft contract contained in Part 1 of
          Annexure A such contracts to be duly executed under seal

37        The Landlord shall procure duly executed warranties under seal in
          favour of the Tenant substantially in the form of the drafts contained
          in Part 3 of Annexure A by the Trade Contractors carrying out the
          works packages specified in Part 4 of Annexure A

38        Duly executed warranties under seal in favour of the Tenant in the
          form or substantially in the form of the relevant drafts contained in
          Part 5 of Annexure A from the Consultants to the extent not already
          supplied pursuant to clause 10

39        The Landlord will use all reasonable endeavours to procure that the
          Consultants appointments and warranties shall provide for professional
          indemnity insurance in the sum of (pound)5m for the consultants and in
          respect of the Trade Contractor's warranties in the sums specified in
          Annexure A Part 4

40        The Landlord and the Tenant shall co-operate with each other in any
          proceedings taken by either party to enforce the respective rights
          against the

<PAGE>


          Consultants in accordance with the above provisions and shall if
          reasonably so required join in as party to such action

41        The Landlord shall use all reasonable endeavours to enforce the
          obligations of the relevant Trade Contractor or Trade Contractors

42        Save in so far as expressly varied by the foregoing provisions of this
          Schedule the provisions of clauses 1.48 1.53 7 10 and 14 of this
          Agreement shall continue to apply save that any reference in those
          clauses to the Management Contractor the Consultants the Management
          Contract and Sub-Contractors shall be deemed to refer in each case (as
          appropriate) to the Construction Manager the Construction Management
          Agreement the Consultants the Building Contracts and the Trade
          Contractors as defined in this Schedule

[NB ANNEXURE A TO BE A LEVER ARCH FILE OF DRAFT DOCUMENTS INCORPORATING:-

43        Draft Trade Contract

44        Draft Construction Management Agreement

45        Draft Trade Contractor's Warranty

46        List of works packages in respect of which trade contractors
          warranties required

47        draft consultants's warranty]


</TEXT>
</DOCUMENT>
