LEASE

                                     among

                           SCOTTISH MUTUAL ASSURANCE
                                      plc

                                       and

                                 EXULT LIMITED

                                      and

                                  EXULT, INC.




                          SUBJECTS: Part First Floor,
                                    301 St. Vincent Street, Glasgow




<PAGE>   2

                                      INDEX


Clause  1.  Definitions and Interpretation

        2.  Grant of Lease, Entry, Period, Initial Rent etc.

        3.  Tenant's obligations : Rent and other annual or recurring sums

        4.  Tenant's obligations: Maintenance and Repair etc.
            4.1  To repair and renew
            4.2  To comply with Management Regulations
            4.3  Not to duplicate insurance
            4.4  Plant and Equipment and Service Systems
            4.5  Internal divisions
            4.6  To keep secure
            4.7  To decorate interior/ clean and treat interior surfaces
            4.8  To keep Premises clean and tidy
            4.9  To permit entry by Landlord and others
            4.10 To comply with Landlord's notices
            4.11 Not to introduce dangerous things
            4.12 To pay excess and other irrecoverable insurance monies
            4.13 Statutory requirements
            4.14 Fire regulations
            4.15 Not to overload
            4.16 Not to harm drains
            4.17 Permitted use
            4.18 Not to use for certain purposes etc
            4.19 Not to make alterations
            4.20 Servitudes
            4.21 Adjoining development permitted
            4.22 Signs, advertisements, etc
            4.23 Alienation


<PAGE>   3

                                      -2-

            4.24 Intimation of assignations
            4.25 Costs of enforcing Tenant's obligations
            4.26 Landlord's Costs
            4.27 Applications for consent
            4.28 Planning Acts
            4.29 To inform Landlord of notices
            4.30 Re-letting or sale
            4.31 To inform Landlord of defects or destruction
            4.32 to indemnify Landlord
            4.33 Car parking
            4.34 To observe title conditions
            4.35 To remove
            4.36 VAT

        5.  LANDLORD'S OBLIGATIONS
            5.1  To insure
            5.2  Application of insurance monies
            5.3  Landlord's Services

        6.  GENERAL
            6.1  Irritancy
            6.2  No compensation
            6.3  Rei interitus not to apply
            6.4  Loss of rent
            6.5  Notices
            6.6  Demand for rent
            6.7  Disclaimer of liability
            6.8  Approvals
            6.9  Atrium Glazing



<PAGE>   4
                                      -3-

        7.  RENT REVIEW

            7.1  Date of Review
            7.2  Valuation
            7.3  Decision on Rental Value
            7.4  Upwards only
            7.5  Payment after date of review
            7.6  Statutory Restriction
            7.7  Memorandum

        8.  GUARANTOR'S OBLIGATIONS

        9.  LAW OF SCOTLAND TO APPLY

        10. WARRANDICE

        11. CERTIFICATE

        12. CONSENT TO REGISTRATION

THE SCHEDULE

Schedule Contents

Part 1:  Premises

Part lA: The Building

Part 1B: Plans

Part 1C: The Premises

Part 2: The Main Common Parts

Part 3:  Ancillary rights and reservations

Part 3A: Exceptions and Reservations

Part 3B: Pertinents, Rights and Privileges

Part 4:  Services

Part 5:  Service Charge

Part 6:  Refurbishment Works

Part 7:  Guarantee

Part 8:  List of Assumed Elements of Refurbishment Works for Rent Review

<PAGE>   5

                                     IT IS CONTRACTED AND AGREED

                                                 among

                    (1)  SCOTTISH MUTUAL ASSURANCE PLC, incorporated under the
                         Companies Acts with Registered Number 133846 and having
                         its Registered Office formerly at 109 St Vincent
                         Street, Glasgow and now at Abbey National House, 301
                         St. Vincent Street, Glasgow (hereinafter designed as
                         "THE LANDLORD" pursuant to Clause 1. 1)

                                                  and

                    (2)  EXULT LIMITED incorporated under the Companies Acts
                         with Registered Number 3821294 and having its
                         Registered Office at Regis House, 45 King William
                         Street, London, EC4R 9AN (hereinafter designed as "THE
                         TENANT" pursuant to Clause 1.1)

                                                  and

                    (3)  EXULT, INC incorporated on 29 October 1998, under the
                         name BPO-US, with corporate number 2960887, under the
                         laws of Delaware, USA and having its principal place of
                         business at 4 Park Plaza, Suite 350, Irvine, California
                         92614, USA (hereinafter designed as "THE GUARANTOR")

1.  DEFINITIONS AND INTERPRETATION

    1.1   In this Lease and the Schedule, unless the context or the subject
          otherwise requires:

          "Building" means ALL and WHOLE that building known as and forming 301
          St. Vincent Street, Glasgow including the ground effeiring thereto
          more particularly described in Part lA of the Schedule;

          "Building Insurance" means such policy of insurance in respect of the
          Building for the Insured Risks as the Landlord is obliged to or has
          the right to effect from time to time pursuant to this Lease for the
          Full Cost of Reinstatement;

<PAGE>   6

                                      -2-

          "Car Park" means that area of the ground effeiring to or forming part
          of the Building which is from time to time designated by the Landlord
          for private car parking as such area as it shall exist at the Date of
          Entry and is indicatively shown outlined red and hatched in black on
          the Site Plan and outlined red on the Car Park Plan (but subject
          always to the declaration at the end of the definition of "Common
          Parts");

          "Car Park Plan" means the plan of floor L1.5 and L2 so marked
          reproduced in Part 1B of the Schedule;

          "Common Parts" means the Car Park and the Main Common Parts; Declaring
          that in the event of any part of the Building and/or the Common Parts
          being resumed by the Landlord or redeveloped by the construction
          thereon of any building or other erection the same shall forthwith
          upon the commencement of such development or the resumption as the
          case may be cease to form part of the Common Parts;

          "Computerhall Common Parts" means the plant and equipment which
          exclusively serves the Computer Halls located within the Building and
          comprising the following items:- air handling units 20 No., power
          distribution units 14 No., uninterrupted power supply units 3 No.,
          underfloor fire alarms system, underfloor liquid alarms system, South
          Computer Hall lift 1 No., control system, generator system, chillers 2
          No., cooling towers 2 No., pumps system, fire alarms system, fresh air
          make up system 2 No., HV switch gear system, transformer system, power
          distribution cabling system and fire appliances system;

          "Date of Entry" has the meaning given to it in Clause 2.1;

          "Exceptions and Reservations" means in relation to the Premises those
          rights, privileges, parts and others which are excepted and reserved
          by the Landlord from this Lease and as are more fully described in
          Part 3A of the Schedule;

<PAGE>   7

                                      -3-

          "First Floor Plan" means the floor plan of the first floor of the
          Building reproduced in Part 1B of the Schedule;

          "Full Cost of Reinstatement" means in relation to the Insured Risks
          the whole costs, including the cost of temporary support and shoring,
          demolition, site clearance, fees payable to architects, surveyors and
          other professional advisers and VAT where applicable, which would be
          likely to be incurred by the Landlord in reinstating the Building at
          the time when such reinstatement is necessary having regard to all
          relevant factors (including any anticipated increases in costs) and as
          shall be determined by the Landlord from time to time;

          "Ground Floor Plan" means the floor plan of the ground floor of the
          Building reproduced in Part 1B of the Schedule;

          "Initial Parking Spaces Plan" means the plan so marked and reproduced
          in Part 1B of the Schedule;

          "Insured Risks" means the risks of loss or damage by fire, explosion,
          aircraft and other aerial devices (other than are hostile) or articles
          dropped therefrom, storm or tempest, flood, bursting or overflowing of
          water tanks, apparatus or pipes, impact by vehicles, riot and civil
          commotion, malicious damage, and, where the Landlord considers it
          appropriate, terrorist damage and such other normal commercial risks
          as the Landlord may from time to time and acting reasonably determine;

          "Insurers" means at any time such reputable insurance company or
          underwriter as may be selected by the Landlord and with whom the
          Landlord has effected or intends to effect the Building Insurance and
          the Loss of Rent Insurance at that time;

          "L2. Floor Plan" means the floor plan of the lower lower ground floor
          of the Building reproduced in Part 1B of the Schedule;

          "Landlord" means the party herein named as the Landlord or in
          substitution its successors to the landlord's interest under this
          Lease;


<PAGE>   8

                                      -4-

          "this Lease" means this Lease including the Schedule and any minute of
          extension or alteration or variation thereof or any other deed or
          document entered into between the Landlord and the Tenant which is
          expressed to be supplemental to this Lease;

          "Lettable Unit" means at any time any part of the Building which is at
          that time exclusively let by the Landlord or made available by the
          Landlord for a letting yet to be arranged or capable of or intended
          for letting in each case for the exclusive occupation or use by an
          individual tenant or any part of the Building exclusively occupied or
          capable of being exclusively occupied by the Landlord and which in any
          event excludes the Common Parts;

          "Loss of Rent Insurance" means such policy of insurance in respect of
          the Premises as the Landlord is obliged to or has the right to effect
          from time to time pursuant to this Lease for such sum of money as the
          Landlord acting reasonably may from time to time calculate as
          representing the loss of the rent payable under this Lease for a
          period of three years and taking into account potential increases in
          rent under this Lease;

          "Main Common Parts" means those parts and portions of the Building
          which are described in Part 2 of the Schedule (but subject always to
          the declaration at the end of the definition of "Common Parts");

          "Managing Agent" means any appropriately qualified agent appointed or
          employed or to be appointed or employed by the Landlord in respect of
          the Building and declaring that if the Landlord elects not to employ
          such agent then reference in this Lease to Managing Agents shall be a
          reference to the Landlord;

          "Management Regulations" means such reasonable rules and regulations
          (if any) as are from time to time made by the Landlord to control and
          regulate the day to day use of the Common Parts (or any part thereof)
          a copy of which shall be provided to the Tenant from time to time on
          request ; Declaring that no such rules and regulations shall be such
          as may hamper or interfere or impede the full and proper use and
          enjoyment of the Premises and the Pertinents, Rights and Privileges,
          the Tenant acknowledging that such rules and regulations may preclude
          the Tenant from using kettles and toasters in the Premises;

<PAGE>   9

                                      -5-


          "Normal Working Hours" means 8 a.m. to 6 p.m. Monday to Friday
          (excepting English public holidays and the first working day in
          England after the 1 January in any year) and such other additional
          times as the Landlord (acting reasonably) previously nominates and
          intimates in writing to the Tenant;

          "Period of this Lease" means as the context requires (1) the period
          for which this Lease is granted together with any continuation thereof
          constituted by a formal extension entered into between the parties or
          arising by operation of law and (2) any shorter period arising by
          virtue of the sooner determination of this Lease;

          "Pertinents, Rights and Privileges" means those pertinents rights and
          privileges described in Part 3B of the Schedule;

          "Phase 3" means that part of the Building forming the Phase 3
          extension as shown coloured blue and cross hatched in black on the
          Site Plan;

          "Planning Acts" means the Town and Country Planning (Scotland) Act
          1997, the Local Government and Planning (Scotland) Act 1982 and any
          other legislation of a similar nature;

          "Plant and Equipment" means all electrical, mechanical and other
          plant, machinery and equipment which do not serve exclusively a
          Lettable Unit including without prejudice to the generality of the
          foregoing, (i) the passenger lifts, window cleaning car and cradle and
          the motors, cabling and other equipment associated therewith (ii) the
          chiller plant and units and the other plant and units for the supply
          of cooled and heated air together with the ductwork associated
          therewith and all other parts of the air conditioning system plant and
          equipment (except and to the extent that individual air conditioning
          units and ductwork are contained within the Premises and other
          Lettable Units) (iii) the central heating radiators and other heating
          plant and equipment (iv) exterior lighting of and on the Building, and
          interior and exterior lighting of the Common Parts, the wiring and
          switching therefor, and

<PAGE>   10

                                      -6-

          any stand-by and emergency systems and equipment (v) the fire
          precautions and firefighting equipment, and the fire alarm, security
          alarm and relative systems but excluding first aid fire fighting
          equipment; and (vi) security equipment including CCTV and guarding
          equipment; But declaring that there is not included within the Plant
          and Equipment (a) any part of Phase 3, (b) the Computerhall Common
          Parts and (c) any part of any development of the type contemplated in
          the declaration at the end of the definition of "Common Parts";

          "Premises" means the whole subjects hereby let as more fully described
          in Part 1C of the Schedule and each and every part thereof;

          "Prescribed Rate" means the rate of interest which is from time to
          time 4% above the Base Rate for the time being of The Royal Bank of
          Scotland plc or above such other rate equivalent thereto which may
          from time to time be substituted therefor by the Landlord acting
          reasonably;

          "Quarter Days" means 28 February, 28 May, 28 August and 28 November in
          each year;

          "Refurbishment Works" means the works carried out to the Premises by
          the Tenant and more particularly described in Part 6 of the Schedule;

          "Schedule" means the Schedule annexed and executed as relative hereto;

          "Service Charge" has the meaning given to it in Part 5 of the
          Schedule;

          "Service Charge Percentage" means 10.38% or such other percentage as
          may be substituted therefor by the Landlord in accordance with
          paragraph 12 of Part 3A of the Schedule;

          "Services" has the meaning given to it in Part 4 of the Schedule;

          "Service Systems" means those of the Common Parts comprising channels,
          drains, sewers, pipes, wires, cables, aerials or other conducting
          media, pumps, valves, meters and connections in and passing through
          the Building or some



<PAGE>   11

                                      -7-


          part thereof except and to the extent that the same are comprised in
          the Plant and Equipment or pertain exclusively to a Lettable Unit;

          "Site Plan" means the plan so marked reproduced in Part 1B of the
          Schedule;

          "VAT" means in relation to any sum of money Value Added Tax as defined
          in the Value Added Tax Act 1983, or any tax replacing the same or any
          similar tax for the time being in force.

    1.2   Words and expressions importing the neuter gender shall include any
          other gender and vice versa.

    1.3   Words and expressions importing the singular number shall include the
          plural number and vice versa.

    1.4   Subject to the proviso that nothing in this Lease shall express or
          imply any continuing obligation on a person in right of the tenant's
          interest under this Lease after completion and intimation of a
          permitted assignation of that right, the expression "the Tenant"
          includes where the context so admits any permitted assignee of the
          party herein named as the Tenant and, where the context so admits,
          "the Tenant's foresaids" includes the Tenant and any assignee, or any
          other occupier of the Premises or any part thereof permitted by the
          Tenant, or any other person for whom the Tenant is legally responsible
          and where at any time there are two or more persons included in the
          expression "the Tenant" obligations contained in this Lease undertaken
          by the Tenant shall be binding jointly and severally on each of them
          and their respective executors and representatives whomsoever without
          the necessity of discussing them in their order; in the case where at
          any time the Tenant is a firm or partnership the obligations of the
          Tenant shall be binding jointly and severally on all persons who are
          or who shall become partners of that firm at any time during the
          Period of this Lease and their respective executors and
          representatives whomsoever as well as on that firm and its whole
          stock, funds, assets and estate without the necessity of discussing
          them in their order and such obligations shall subsist and remain in
          full force and effect notwithstanding the dissolution of the firm or
          partnership or any change or changes which may take place in the firm
          or partnership whether by the assumption of a new partner or partners
          or by the retiral, bankruptcy or death

<PAGE>   12

                                      -8-

          of any individual partner or by a change in the firm name (Declaring
          that in the event of the retiral, bankruptcy or death of any
          individual partner the Landlord will not unreasonably withhold or
          delay the giving of its consent to the release of such retired partner
          or the estate of such bankrupt or deceased partner).

    1.5   Words importing persons shall include corporations and vice versa.

    1.6   Any reference to an Act of Parliament shall include any modification,
          extension or reenactment thereof for the time being in force and shall
          also include all instruments, orders, plans, regulations, and
          directions for the time being made, issued or given thereunder or
          deriving validity therefrom.

    1.7   Anything in this Lease to be authorised or done by the Landlord may be
          authorised or done on its behalf by the Managing Agent.

    1.8   In relation to matters which concern the day to day management and
          regulation of the Building if at any time there is not a Managing
          Agent its duties and functions may be performed by the Landlord itself
          and for the foregoing purpose a reference to the Managing Agent shall
          be deemed to include a reference to the Landlord and vice versa.

    1.9   The clause headings and the Index shall be ignored.

2.  GRANT OF LEASE, ENTRY, PERIOD, INITIAL RENT, ETC

    2.1   The Landlord IN CONSIDERATION of the rent and other prestations
          hereinafter specified hereby lets to the Tenant (but excluding always
          assignees and sub-tenants legal or voluntary and creditors and
          managers for creditors in any form except where expressly permitted in
          accordance with the terms of this Lease) the Premises TOGETHER WITH
          the Pertinents, Rights and Privileges but UNDER RESERVATION of the
          Exceptions and Reservations and the Tenant hereby accepts the Premises
          and the Common Parts as in good and tenantable condition
          notwithstanding all (if any) defects therein whether latent, inherent
          or otherwise and is held to have satisfied itself in all respects that
          the Premises and the Common Parts are fit for their purpose and that
          for the period of ten years from Thirteenth March Two Thousand (herein
          called


<PAGE>   13

                                      -9-

          the "Date of Entry") notwithstanding the date or dates hereof until
          Twelfth March Two thousand and Ten but subject to the options in
          favour of both the Landlord and the Tenant to break this Lease
          pursuant to Clause 2.2;

    2.2   The Tenant and the Landlord shall both be entitled to terminate this
          Lease at Thirteenth March Two thousand and five provided that not less
          than twelve months' prior written notice (time being of the essence)
          is given by one party to the other of its intention to exercise its
          option to terminate this Lease prior to the date of termination and
          further provided that such termination shall be without prejudice to
          the claims of the Landlord against the Tenant or vice versa in respect
          of any antecedent breach of or failure to perform the obligations
          under this Lease but declaring for the avoidance of doubt that the
          existence of any such breach or failure shall not preclude the
          Landlord and the Tenant exercising the aforesaid right of termination;

    2.3   FOR WHICH CAUSES and on the OTHER PART the Tenant binds itself to pay
          to the Landlord without any written demand therefor and by Banker's
          Order if the Landlord so requires the clear yearly rent of FIVE
          HUNDRED AND TWENTY SEVEN THOUSAND SIX HUNDRED POUNDS (Pound Sterling
          527,600) per annum (calculated as at the Date of Entry as representing
          Pound Sterling 504,850 per annum in respect of the Premises at Pound
          Sterling 22,750 per annum in respect of the Tenant's right to use the
          13 car parking spaces as part of the Pertinents, Rights and
          Privileges)(subject to variation as hereinafter provided for) by equal
          quarterly payments in advance on the Quarter Days the first of such
          payments for the period from the Date of Entry until the Quarter Day
          following the Date of Entry (notwithstanding the last date or dates
          hereof) to be made on or before the Date of Entry the next on the
          Quarter Day following the Date of Entry for the quarter following and
          so forth quarterly, termly and proportionately thereafter, together
          with in addition VAT as may from time to time properly be chargeable
          by the Landlord on each payment of rent (and which VAT the Tenant
          shall be bound to pay along with each instalment of rent); Declaring
          however that in the event of neither the Landlord nor the Tenant
          exercising their right of termination of this Lease pursuant to Clause
          2.2 the Tenant shall be entitled to a rent free period of six months
          duration in respect of the period from Thirteenth March Two thousand
          and five until Thirteenth September Two thousand and five (declaring
          however that said rent free period shall only be in respect of the
          Premises and not in respect of



<PAGE>   14

                                      -10-

          the Pound Sterling 22,750 per annum payable in respect of the
          aforesaid right to use 13 car parking spaces as part of the
          Pertinents, Rights and Privileges as the same may be reviewed in
          accordance with the terms of this Lease);

    2.4   2.4.1 At the times specified in Part 5 of the Schedule the Service
                Charge (as ascertained from time to time in terms of Part 5 of
                the Schedule);

          2.4.2 Within fourteen days of demand the Service Charge Percentage of
                the market rate of premiums in respect of the Building Insurance
                and maintaining insurance under Clause 5.1.2;

          2.4.3 Within fourteen days of demand the market rate of premiums in
                respect of the Loss of Rent Insurance;

          2.4.4 The Tenant shall pay within fourteen days of demand the cost
                incurred by or in the name of the Landlord for the provision to
                the Premises of (a) "Small Power" meaning electricity supplied
                by means of the underfloor electrical distribution system and
                (b) electrical power for ceiling lighting, which in both cases
                shall be all in the amounts metered; Declaring that the
                foregoing shall not be comprised within the Service Charge;

          2.4.5 The Tenant shall pay within fourteen days of demand a sum
                equivalent to the reasonable and proper cost incurred by or in
                the name of the Landlord for the provision to the Premises of
                air conditioning outwith the Normal Working Hours calculated
                having regard to the number of hours outwith the Normal Working
                Hours during which the air conditioning serving the Premises was
                in use by the Tenant; Declaring that the foregoing shall not be
                comprised within the Service Charge.

          2.4.6 The Tenant shall pay within fourteen days of demand the cost to
                the Landlord of providing security passes for the Tenant's
                employees and visitors in accordance with the Management
                Regulations.

<PAGE>   15

                                      -11-

3.  TENANT'S OBLIGATIONS: RENT AND OTHER ANNUAL OR RECURRING SUMS

    3.1   The Tenant HEREBY UNDERTAKES to the Landlord and binds and obliges
          itself and its successors throughout the Period of this Lease to pay
          the rent and all other sums payable to the Landlord pursuant to this
          Lease and that at the times and in the manner herein specified and in
          each case clear of all deductions.

    3.2   Without prejudice to any other right, remedy or power herein contained
          or otherwise available to the Landlord if any rent or any other sum
          due in terms of this Lease shall not be paid on the due date by the
          Tenant and shall remain unpaid for fourteen days thereafter the Tenant
          undertakes to pay on demand to the Landlord interest on such rent and
          all other such sums at the Prescribed Rate from the date when the same
          became due as aforesaid until payment thereof including any period
          after any decree or judgement.

    3.3   The Tenant further undertakes to pay and discharge:-

          3.3.1 all existing and future rates, taxes (except taxes payable by
                the Landlord in consequence of dealings or deemed dealings by
                the Landlord with its interest in the Building or any part
                thereof), duties, charges, assessments, impositions and
                outgoings whatsoever whether parliamentary, national, parochial,
                local or otherwise and whether or not of a wholly novel or
                capital or non- recurring nature which now are or may at any
                time hereafter during the Period of this Lease be charged,
                levied, assessed or imposed upon or in respect of the Premises
                or upon the owner or occupier thereof and if and for so long as
                the Premises are not separately assessed for rating purposes the
                Tenant shall pay to the Landlord on demand an equitable
                proportion assessed by the Landlord acting reasonably of the
                rates payable in respect of the Building or such parts thereof
                as includes the Premises for rating purposes;

          3.3.2 within fourteen days of a written demand therefor the cost
                incurred by or in name of the Landlord for the provision of
                electricity and gas and for the provision of chilled water and
                hot and cold water by the Landlord to the Premises in all cases
                in the amounts metered (where


<PAGE>   16

                                      -12-

                separate metering or sub-metering has been installed by the
                Landlord and/or the Tenant to measure and record the amounts in
                volume of electricity gas and water consumed within the
                Premises) and in all cases where no such separate metering or
                sub-metering exists such reasonable and equitable contribution;
                Declaring that the foregoing shall not be comprised within the
                Service Charge.

4.  TENANT'S OBLIGATIONS: MAINTENANCE AND REPAIR ETC

    The Tenant HEREBY UNDERTAKES to the Landlord

    TO REPAIR AND RENEW:

    4.1   At all times throughout the Period of this Lease at the Tenant's
          expense to keep the Premises in good and substantial condition and
          without prejudice to the foregoing generality well and substantially
          to uphold, repair, maintain, and where necessary renew, rebuild, and
          reinstate the Premises and every part thereof regardless of the age or
          state of dilapidation of the Premises and irrespective of the cause or
          extent of the damage or other want of repair and including any such as
          may be rendered necessary by any latent or inherent defect in the
          Premises and in addition to carry out all necessary regular
          maintenance and cleansing in respect of the Premises; Provided that
          there is excluded from the obligations of the Tenant under this Clause
          repairs and renewals rendered necessary as a consequence of damage to
          or destruction of the Premises or any part thereof by any of the
          Insured Risks unless and to the extent that the Building Insurance is
          vitiated in whole or in part or payment of the insurance monies
          thereunder is withheld in whole or in part by reason solely or partly
          of any act, neglect or default of the Tenant or the Tenant's
          foresaids.

    TO COMPLY WITH MANAGEMENT REGULATIONS:

    4.2   To observe, perform and comply with Management Regulations and to take
          all reasonable steps to secure compliance with Management Regulations
          by the Tenant's staff and visitors.

<PAGE>   17

                                      -13-


    NOT TO DUPLICATE INSURANCE:

    4.3   Not at any time during the Period of this Lease specifically to insure
          the Premises against the Insured Risks nor specifically to duplicate
          the Building Insurance or the Loss of Rent Insurance.

    PLANT AND EQUIPMENT AND SERVICE SYSTEMS:

    4.4.1 To keep in good and substantial repair and condition and where
          necessary for the foregoing purposes to renew and replace all plant
          and equipment forming part of the Premises other than any such as are
          comprised in the Plant and Equipment.

    4.4.2 To keep in good and substantial repair and condition and clear and
          free from obstruction all service systems and conducting media forming
          part of the Premises from time to time other than any such as are
          comprised in the Service Systems and to take all necessary precautions
          against frost damage to pipes and water apparatus and all reasonable
          care to avoid water damage to the Building or any part thereof by
          reason of the bursting or overflowing of any pipes, tanks or water
          apparatus.

    INTERNAL DIVISIONS:

    4.5   To pay within fourteen days of demand in respect of any non load
          bearing wall column or partition forming an internal division between
          the Premises and other parts of the Building a fair and equitable
          contribution towards the cost and expense of repairing and maintaining
          the same which may necessarily be incurred by the Landlord or by any
          other tenant in the Building whose premises receive the benefit of
          such internal division.

    TO KEEP SECURE:

    4.6   To ensure that all entrances to and from the Premises and, so far as
          within the Tenant's control, all entrances to and from the Car Park
          and Common Parts are kept lockfast and secure outwith the Normal
          Working Hours.


<PAGE>   18

                                      -14-

    TO DECORATE INTERIOR/CLEAN AND TREAT INTERIOR SURFACES:

    4.7.1 Regularly (but no less frequently than once in every three years) and
          also during the last year of this Lease howsoever the same may be
          determined (but not if already carried out by the Tenant in the
          preceding twelve months) to paint with two coats at least of good
          quality paint of a colour which if different from the present colour
          shall be previously approved in writing by the Landlord (such approval
          not to be unreasonably withheld or delayed) and well and sufficiently
          to paper, plaster, grain, treat and varnish all the interior parts of
          the Premises as are usually papered, plastered, grained, treated and
          varnished, and generally to redecorate the interior of the Premises
          throughout, and to carry out all such work with good quality materials
          of their several kinds available and in accordance with good standards
          of workmanship and to the reasonable satisfaction of the Landlord.

    4.7.2 As often and in such manner as the Landlord may reasonably require to
          clean or treat in an appropriate manner to the reasonable satisfaction
          of the Landlord all surfaces and finishes of the interior of the
          Premises which ought normally to be so cleaned and treated and to wash
          all surfaces requiring to be washed.

    TO KEEP THE PREMISES CLEAN AND TIDY:

    4.8   At all times during the Period of this Lease to keep the Premises in a
          clean and tidy condition, to clear away all waste, and to clean as
          frequently as circumstances reasonably require the inside of the
          windows and window frames of the Premises and all the glass (if any)
          in the entrance doors thereto.

    TO PERMIT ENTRY BY THE LANDLORD AND OTHERS:

    4.9   To permit the Landlord and its agents including the Managing Agent at
          all reasonable times with or without workmen on giving reasonable
          notice to the Tenant (except in cases of emergency) to enter upon the
          Premises to inspect and view the state of repair and condition thereof
          and to take a schedule of the Landlord's fixtures and fittings;
          Declaring that in the exercise of the foregoing right, the Landlord
          shall act reasonably in minimising disruption to the Tenant's
          enjoyment and use of the Premises.


<PAGE>   19

                                      -15-

    TO COMPLY WITH LANDLORD'S NOTICES:

    4.10  Well and substantially to make good all wants of repair and decoration
          and to comply with any other matters which the Tenant is liable to
          make good and to comply with (in so far as the Tenant is otherwise
          liable for such repairs, decoration or other matters in terms of this
          Lease), and as are specified in a notice in writing given to the
          Tenant by the Landlord or the Managing Agent, and that within two
          calendar months after the giving of such notice or within such longer
          period as may be reasonable in the circumstances; and if the Tenant
          fails to comply with any such notice the Landlord shall be entitled at
          its option (without prejudice to any other right or remedy available
          to the Landlord pursuant to this Lease) to enter upon the Premises
          with workmen and to make good all wants of repair and decoration and
          to carry out any other works specified in such notice and the costs
          incurred by the Landlord in pursuance thereof shall be repaid by the
          Tenant to the Landlord on demand together with all Managing Agent's
          and Solicitors' charges and other expenses which may be properly
          incurred by the Landlord in connection therewith.

    NOT TO INTRODUCE DANGEROUS THINGS:

    4.11  Not to bring or permit to be brought into the Building or the Premises
          or to place or store or permit to be placed or stored or to remain
          near to or about the Building or the Premises any article or thing
          which is or may become contaminative, dangerous, explosive,
          inflammable or radio-active and not to carry on or do or permit to be
          carried on or done thereon any hazardous trade or act in consequence
          of which the Landlord would or might be prevented from insuring the
          Premises or the Building at the ordinary rate of premium, or whereby
          any insurance effected in respect of the Premises or the Building
          would or might be vitiated or prejudiced and not without the written
          consent of the Landlord to do or allow to be done anything whereby any
          additional premium may become payable for the Building Insurance or
          the Loss of Rent Insurance and if reasonably requested by the Landlord
          to do so to comply with any reasonable terms and conditions imposed
          from time to time by the Insurers in respect of the Premises.

<PAGE>   20

                                      -16-

    TO PAY EXCESS AND OTHER IRRECOVERABLE INSURANCE MONIES:

    4.12  To pay on demand to the Landlord in the event of the Premises or the
          Common Parts or any parts thereof being destroyed or damaged by any of
          the Insured Risks (1) the Service Charge Percentage of any normal
          commercial excess applicable to the Building Insurance and (2) in the
          event of the insurance monies payable under the Building Insurance
          being wholly or partly irrecoverable by reason solely or partly of any
          act or default of the Tenant or the Tenant's foresaids a sum equal to
          the extent to which such insurance monies are thus irrecoverable.

    STATUTORY REQUIREMENTS:

    4.13  To execute all works as are or may under or in pursuance of any Act of
          Parliament or European Community Directive enforceable by Act of
          Parliament (including but without prejudice to the generality of the
          foregoing the Offices, Shops and Railway Premises Act 1963, the
          Factories Act 1961, the Fire Precautions Act 1971, The Health and
          Safety at Work etc. Act 1974, the Control of Pollution Act 1974 and
          the Environmental Protection Act 1990) already or hereafter to be
          passed, be directed or required to be executed upon or in respect of
          the Premises and whether such works are directed to be executed by the
          owner or the occupier thereof and to comply at all times with all the
          requirements as to the Tenant's use of the Premises of any such Act of
          Parliament and all notices thereunder or which otherwise may be
          competently given or served by any public, local or statutory
          authority all at the Tenant's sole expense, and to indemnify the
          Landlord against all fees penalties, charges, claims, costs and
          expenses incurred as a consequence of the Tenant's failure to comply
          with the foregoing provisions or otherwise in relation to any such Act
          of Parliament.

    FIRE REGULATIONS:

    4.14  Without prejudice to the foregoing, at the Tenant's own expense at all
          times to keep the Premises sufficiently supplied and equipped with
          fire fighting and extinguishing apparatus and appliances (which shall
          be open to the inspection of and maintained to the reasonable
          satisfaction of the Landlord) as are necessary to comply with all
          statutory requirements and any relevant code of practice as are
          applicable at those times to the Premises and not to obstruct the
          access to or the means of working such apparatus and appliances.

<PAGE>   21

                                      -17-

    NOT TO OVERLOAD:

    4.15  Not without the previous consent in writing of the Landlord to place
          or keep or permit to be placed or kept in the Premises or any part
          thereof any heavy articles in such position or in such quantity or
          weight or otherwise in such manner as to cause damage to the Premises
          or impose a load, allowing a due margin for safety, which is greater
          than that for which the Premises or such part were designed to bear,
          and not to permit or suffer the electrical circuits in the Premises to
          be overloaded.

    NOT TO HARM DRAINS:

    4.16  Not to allow to pass into the sewers, drains or watercourses serving
          the Building any noxious or deleterious effluent or other substance
          which might cause any contamination or obstruction in or injury to the
          said sewers, drains or watercourses and in the event of any such
          contamination, obstruction or injury as soon as reasonably practicable
          to take all necessary steps to remove the same and to make good all
          such damage to the reasonable satisfaction of the Landlord.

    PERMITTED USE:

    4.17  To use the Premises only as good quality office accommodation and any
          purpose ancillary to such office use.

    NOT TO USE FOR CERTAIN PURPOSES ETC.:

    4.18     Not to use or permit the Premises to be used for any noisy,
             offensive or dangerous trade, manufacture, business or occupation
             or for gambling or any illegal or immoral purpose and not to do or
             suffer to be done on the Premises any act or thing whatsoever which
             in the reasonable opinion of the Landlord may be or may become a
             legal nuisance or cause of damage, disturbance or inconvenience to
             the prejudice of the Landlord or to the owners or occupiers of any
             adjoining or neighbouring premises or any of them and without




<PAGE>   22

                                      -18-

           prejudice to the foregoing, not to hold or permit to be held upon the
           Premises or any part any sale by auction or public exhibition or
           public show or spectacle or political meeting.

    NOT TO MAKE ALTERATIONS:

    4.19.1 Not to make or permit or suffer to be made any structural alterations
           or additions whatsoever to the Premises without first obtaining the
           Landlord's consent;

    4.19.2 Without prejudice to the foregoing not to cut, remove, divide, alter,
           or injure the Premises or any part thereof and not to merge the
           Premises with any adjoining premises nor make or permit or suffer to
           be made any non structural alterations or additions to the Premises
           except with the previous consent in writing of the Landlord and in
           accordance with drawings and specifications previously submitted to
           and approved in writing by the Landlord which consent and approval
           shall not be unreasonably withheld or decision thereon unreasonably
           delayed.

    SERVITUDES:

    4.20   Not to stop up or darken any window or light in the Premises nor to
           stop up or obstruct any access of light enjoyed to any other part of
           the Building or permit any new wayleave, servitude, right, privilege
           or encroachment to be made into or upon or acquired against the
           Premises and in case any such servitude, right, privilege or
           encroachment shall be made or attempted to be made to give immediate
           notice thereof to the Landlord and to permit the Landlord and its
           agents to enter upon the Premises for the purpose of ascertaining the
           nature of any such servitude, right, privilege or encroachment and at
           the request of the Landlord to adopt such means as may be reasonably
           required for preventing any such encroachment or the acquisition of
           any such servitude, right, privilege or encroachment and in the event
           of any of the owners or occupiers of adjacent land or buildings doing
           or threatening to do anything which obstructs the access of light to
           any of the said windows or openings to notify the same as soon as
           reasonably practicable to the Landlord and to permit the Landlord
           with the consent of the Tenant (such consent not to be unreasonably
           withheld or delayed) to bring such proceedings as it may


<PAGE>   23


                                      -19-

          think fit in the name of the Tenant (but at the joint cost of the
          Landlord and the Tenant) against any of the owners and/or occupiers of
          the adjacent land in respect of the obstruction of the access of light
          to any of the windows or openings in the Premises.

    ADJOINING DEVELOPMENT PERMITTED:

    4.21  Unless the same will or may materially adversely affect the Tenant's
          use and enjoyment of the Premises, not at any time during the Period
          of this Lease to bring any action or make any claim or demand on
          account of any injury to the Tenant's interest in this Lease or to the
          Premises in consequence of the erection or alteration of any building,
          land or premises adjacent, neighbouring or opposite to the Premises to
          be carried out by the Landlord or for which the Landlord may give its
          consent or in respect of any servitude, right or privilege granted or
          to be granted by the Landlord for the benefit of any land or building
          or premises adjacent, neighbouring or opposite to the Premises and if
          required to concur with the Landlord at its expense in any consent
          which the Landlord may give or any grant which it may make as herein
          mentioned.

    SIGNS: ADVERTISEMENTS ETC:

    4.22  Not at any time during the Period of this Lease either to affix or
          exhibit or permit to be affixed or exhibited in or upon any part of
          the Premises any placard, advertisement, neon, or other sign or any
          other kind of display, any of which shall be visible from the outside
          of the Premises or to erect any aerials or dishes on the roof of the
          Building except such as shall have been approved in writing by the
          Landlord but which approval if given may be given subject to (a) the
          Tenant obtaining at its own cost all necessary statutory permissions
          and (b) such conditions as to the style and type and positioning
          thereof as the Landlord may impose; Declaring however that the
          Landlord shall permit the Tenant to place signage indicating its
          occupancy of the Premises within the main ground floor entrance to the
          Building and on the first floor at or about the top of the elevators
          outside the entrance to the Premises subject to Landlord's consent as
          regards, design, materials and location (such consent not to be
          unreasonably withheld or delayed having regard always to the high
          quality nature of the building and the other signage therein).

<PAGE>   24

                                      -20-

    ALIENATION:

    4.23   Not at any time to assign this Lease or sub-let or otherwise dispose
           of or otherwise deal with the Tenant's interest in this Lease or part
           with or share possession or occupation of the Premises or any part
           thereof except in accordance with the following provisions of this
           Clause:

           4.23.1 The Tenant shall not assign or attempt to assign, transfer,
                  charge or mortgage anything less than the Tenant's entire
                  interest in this Lease.

           4.23.2 The Tenant shall not assign or attempt to assign its entire
                  interest in this Lease without the prior written consent of
                  the Landlord which consent shall not be unreasonably withheld
                  or delayed in the case of a proposed assignee who is
                  demonstrated to be of sound financial standing and good repute
                  and to be well able to fulfil the whole obligations falling on
                  the Tenant under this Lease.

           4.23.3 The Tenant shall not sub let or agree to sub let the whole of
                  the Premises or any part being less than the whole of the
                  Premises unless such part comprises either the whole of Zone 3
                  (North and South) shown hatched green on the First Floor Plan
                  or Zone 4 shown hatched brown on the First Floor Plan
                  (together with, as the Tenant shall reasonably require,
                  ancillary rights in relation to the use of toilet and other
                  common facilities within the Premises), in any case without
                  the prior written consent of the Landlord which consent shall
                  not be unreasonably withheld or decision thereon unreasonably
                  delayed in the case of a proposed sub tenant who is
                  demonstrated to be of sound financial standing and good
                  repute, and in any permitted sub-lease there shall be
                  provisions that :-

                  4.23.3.1 the rent payable under such sub-lease shall be
                           payable no more than one quarter in advance and shall
                           be subject to review in an upward direction only at
                           such time and in such manner as to coincide with the
                           rent review provided for under this Lease;



<PAGE>   25

                                      -21-

                 4.23.3.2 the sub-tenant thereunder shall be prohibited from
                          assigning its interest under such sub-lease without
                          the consent of the Landlord (which consent shall not
                          be unreasonably withheld or a decision thereon
                          unreasonably delayed) and from granting any further
                          sub-lease; and

                 4.23.3.3 the initial rent under such sub-lease shall not be
                          less than the open market rent in respect of such
                          premises sub-let.

                 4.23.3.4 notwithstanding any provision in this Lease apparently
                          to the contrary, the Tenant shall not require to
                          obtain the consent of the Landlord to the sub-letting
                          of, or granting of rights of occupancy in, the whole
                          or part of the Premises to any company which is for
                          the time being a holding company of the Tenant or a
                          subsidiary of the Tenant or a subsidiary of such
                          holding company (as the terms "subsidiary" and
                          "holding company" are defined in Section 736 of the
                          Companies Act 1985) provided that advance notice
                          thereof and the expiry thereof is given to the
                          Landlord and that no tenancy rights are thereby
                          constituted.

          4.23.4 For the avoidance of doubt, nothing contained in this clause
                 nor Clause 4.17 shall be taken to entitle the Tenant and the
                 Tenant shall not be entitled to use, assign or sub-let the
                 whole or part of the Premises as or to any party operating a
                 financial services business (specifically including the selling
                 of financial services in competition with the Abbey National
                 Group of Companies); declaring however that the foregoing shall
                 not prohibit use, assignation or sub-letting to or by a party
                 which as part of its business provides outsourced business
                 processed management services including without limitation
                 finance and administration functions within the organisations
                 of the clients of the Tenant.

<PAGE>   26

                                      -22-

    INTIMATION OF ASSIGNATIONS:

    4.24  Within twenty one days after the date of any assignation of this Lease
          or the grant of any sub-lease of the whole or part of the Premises or
          any assignation of such sub-lease or any other devolution however
          remote of this Lease or of any such sub-lease to produce, supply or
          cause to be supplied (and without any demand therefor) to the Landlord
          for registration a certified copy of the deed, document or instrument
          effecting such assignation, sub-lease, assignation of sub-lease or
          devolution.

    COSTS OF ENFORCING TENANT'S OBLIGATIONS:

    4.25  To pay to the Landlord all properly incurred fees, costs, charges,
          expenses and disbursements, incurred to the Managing Agent and where
          applicable any Solicitors, Counsel, Architects, Surveyors, Messengers
          at Arms or Sheriff Officers or any other persons engaged or employed
          by or on behalf of the Landlord (plus any VAT on all such fees and
          costs which may be properly chargeable to the Tenant and in respect of
          which a VAT invoice is issued to the Tenant) of and in connection with
          remedying any breach of the Tenant's obligations under this Lease and
          including without prejudice to the foregoing generality costs properly
          incurred in relation to the preparation and service of any schedule of
          dilapidations or other notice relating to wants of repair for which
          the Tenant is otherwise liable hereunder and that whether the same be
          served during or within three months after the expiry or sooner
          determination of the Period of this Lease.

    LANDLORD'S COSTS:

    4.26  To pay on demand to the Landlord all reasonably and properly incurred
          fees and outlays of the Landlord's surveyors or the Managing Agent and
          the Landlord's solicitors, all as may be applicable in connection with
          any application for consent or approval (whether or not consent or
          approval is refused or the application withdrawn but, in the case of a
          refusal, only if such refusal is proper in accordance with the
          provisions of this Lease) and if consent or approval is given in
          connection with or incidental to the preparation of any licence or
          other document used to record such consent or approval.

<PAGE>   27

                                      -23-

    APPLICATIONS FOR CONSENT:

    4.27  Upon making an application for any consent or approval which is
          required under this Lease to make disclosure therein of all relevant
          matters relating thereto and to provide to the Landlord such
          information in relation to such application as the Landlord may
          reasonably require.

    PLANNING ACTS:

    4.28  In relation to the Planning Acts the Tenant undertakes:-

          (a) To comply in all respects with the Planning Acts and to indemnify
              and keep the Landlord indemnified from all liability costs and
              claims arising as a consequence of a breach by the Tenant or the
              Tenant's foresaids of the foregoing obligation;

          (b) Not to make any application for planning permission nor give any
              notice to any authority of an intention to commence any
              development without the previous written consent of the Landlord
              which consent shall not be unreasonably withheld or delayed save
              in relation to an application for change of use where Landlord's
              consent may be given or withheld at its discretion; Provided that
              the Landlord may withhold consent if it reasonably considers that
              the making of any such application by the Tenant could lead to the
              acquisition by any statutory authority or body of the Landlord's
              interest in the Premises or to adverse financial or taxation
              consequences upon the Landlord;

          (c) To make at its own cost any application for planning permission
              which may be necessary for any development (as defined in the
              Planning Acts) to which the Landlord has consented pursuant to
              this Lease;

          (d) As soon as reasonably practicable, but in any event not less than
              7 days prior to the expiry of any relevant notice or appeal
              period, after the grant or refusal of such application to give to
              the Landlord full particulars in writing thereof and free of cost
              to the Landlord to supply a copy thereof (including all relevant
              plans) for the retention of the Landlord;

<PAGE>   28

                                      -24-

          (e) Not to implement any planning permission until the conditions
              attaching thereto have been submitted to and approved in writing
              by the Landlord, which approval shall not be unreasonably withheld
              or delayed;

          (f) Unless the Landlord shall otherwise direct to carry out before the
              termination of this Lease (howsoever the same may be determined)
              any works stipulated to be carried out to the Premises by a date
              subsequent to such expiration or sooner determination as a
              condition of any planning permission which may have been granted
              to the Tenant;

          (g) As soon as reasonably practicable, but in any event not less than
              7 days prior to the expiry of any relevant notice or appeal
              period, after receiving any notice, order or proposal affecting
              the Premises from any competent authority under or by virtue of
              the Planning Acts to send a copy to the Landlord;

          (h) At the request of the Landlord to make or join with the Landlord
              in making such objection or representation against or in respect
              of any notice, order or proposal made under or pursuant to the
              Planning Acts as the Landlord acting reasonably shall deem
              expedient.

          (i) Not to object to any planning permission in respect of any
              resumption or building as referred to in paragraph 7 of and as
              permissible in terms of Part 3A of the Schedule.

    TO INFORM LANDLORD OF NOTICES:

    4.29  Upon the receipt of any notice, order, requisition, direction or other
          intimation which adversely affects the Landlord's interest in the
          Premises as soon as reasonably practicable, but in any event not less
          than 7 days prior to the expiry of any relevant notice or appeal
          period, to deliver full particulars or a copy thereof to the Landlord.

<PAGE>   29

                                      -25-

    RE-LETTING OR SALE:

    4.30  To permit the Landlord to fix and retain in a suitable position
          outside the Premises a notice board for the re-letting of the Premises
          and/or the sale of the Building but not so as to restrict the use and
          enjoyment of the Premises by the Tenant and to permit all persons
          authorised in writing by the Landlord or its agents to view the
          Premises at all reasonable hours upon reasonable notice being given;
          Declaring however that in the exercise of the foregoing right, the
          Landlord shall act reasonably in minimising disruption to the Tenant's
          enjoyment and use of the Premises.

    TO INFORM LANDLORD OF DEFECTS OR DESTRUCTION:

    4.31  To inform the Landlord in writing as soon as reasonably practicable
          but in any event within seven days of becoming aware of the same of
          any material defect in the Premises and of any destruction or damage
          caused to the Premises by the Insured Risks.

    TO INDEMNIFY LANDLORD:

    4.32  Except when caused by any of the Insured Risks or the subject of any
          of the other insurances effected by the Landlord under this Lease
          (save to the extent that the same are vitiated by the Tenant's
          foresaids), to indemnify the Landlord in respect of all liability
          which may be incurred by the Landlord in connection with or incidental
          to:

          (a) Any unauthorised use of the Premises or any defect in the Premises
              or want of repair arising due to the failure by the Tenant to
              comply with its obligations under this Lease;

          (b) The execution of any alterations or additions to the Premises by
              the Tenant albeit consented to by the Landlord;

          (c) Any other breach by the Tenant of the obligations undertaken in
              this Lease; and

<PAGE>   30

                                      -26-

          (d) Any interference or obstruction by the Tenant of any servitude,
              right or wayleave or other right now existing for the benefit of
              any adjoining occupier or tenant or adjoining or neighbouring
              property.

    CAR PARKING:

    4.33  (a) Not to use or permit the Car Park to be used other than for the
              parking of private cars or motorcycles in connection with the
              Tenant's business and other than in compliance with the Management
              Regulations;

          (b) Not at any time to obstruct or permit to be obstructed the
              entrance or any access to or from any part of the Car Park.

    TO OBSERVE TITLE CONDITIONS:

    4.34  Not to breach any of the obligations, burdens, conditions and others
          contained or referred to in the Land Certificate or other title deeds
          from time to time affecting the Building and to keep the Landlord
          indemnified against any breach of the foregoing obligation.

    TO REMOVE:

          4.35.1 Immediately prior to the expiration or sooner determination of
                 the Period of this Lease at the cost of the Tenant:-

                 (a) to renew and replace any of the Landlord's fixtures and
                     fittings which shall be missing, broken, worn, damaged or
                     destroyed with others of a similar character, condition and
                     quality;

                 (b) to remove every moulding, sign, writing or painting of the
                     name or business of the Tenant or other occupiers from the
                     Premises and from any other part of the Building and to
                     remove any alterations or additions (other than the
                     Refurbishment Works and those which the Landlord has agreed
                     need not be removed), and all Tenant's fixtures and
                     fittings, furniture and effects from the Premises making
                     good to the reasonable satisfaction of the Landlord all
                     damage caused by such removal; and

<PAGE>   31

                                      -27-

                 (c) if so requested by the Landlord (the Landlord being obliged
                     to make such request (or decline to do so, in which case
                     the Tenant shall not be under any obligation to remove and
                     make good as aftermentioned) within two weeks of having
                     asked) to remove and make good alterations or additions
                     made to the Premises (other than the Refurbishment Works)
                     and well and substantially to reinstate the Premises in
                     such manner as the Landlord shall direct and to its
                     satisfaction acting reasonably.

          4.35.2 Notwithstanding the provisions of Clause 4.35.1 the Tenant's
                 obligations as regards reinstatement and/or removal of the
                 Refurbishment Works and items associated therewith shall be the
                 following. The Tenant shall:-

                 Electrical Services

                 o  Reinstate automatic fire alarms and sounders to suit open
                    plan occupation in full compliance with BS 5839 L1
                    protection.

                 o  Reinstate emergency lighting to suit open plan occupation
                    in full compliance with BS 5266 protection.

                 o  Reinstate Public Address System to that suitable for open
                    plan announcements.

                 o  Reconfigure lighting circuits and PIR control to reflect
                    open plan arrangement.

                 o  Remove all localised control of the lighting installation.

                 o  Remove all power cabling and equipment from the demised area
                    associated with the tenant UPS system, security system, and
                    intruder alarm system and fire suppression system.

                 o  Remove and replace any decorative lighting installed in
                    cellular or office areas with the troffer lighting module --
                    rewire as required.

                 o  Clean and re-lamp all luminaries in the demised area.

                 o  Carry out full periodic test and certify the entire
                    electrical installation in the demised area.

                 o  Produce revised record electronic drawings of the
                    reinstatement works.

<PAGE>   32

                                      -28-

                 Mechanical Services and BMS Installation

                 o  Relocate all VAV boxes to open plan linear arrangements as
                    original layout.

                 o  Test and certify any new ductwork necessary to achieve the
                    open plan linear arrangement.

                 o  Isolate, drain and remove all chilled water pipe work to the
                    riser for the server room fan coil unit installation.

                 o  Remove all fan coil unit power and controls installation.

                 o  Remove all local set point adjusters and associated cabling
                    to the cellular offices.

                 o  Reconfigure the BMS installation due to the system
                    changes/deletions.

                 o  Remove all mains water supplies to vending machines in all
                    areas other than the TSZ zone back to the riser valve
                    position.

                 Building and General Works

                 o  Remove all cellular offices partitions, furniture and
                    appliances -- make good walls and columns to original
                    specification.

                 o  Make good suspended ceilings to match existing where
                    necessary.

                 o  Clean all ceilings, VAV diffusers and luminaries.

                 o  Reinstate carpet tiles to a single tile colour and clean
                    same. Alternatively, if wear and tear is excessive, then
                    renew carpets to similar spec to the remainder of the
                    building. Include lift lobby in this requirement.

                 o  De-rock and level all suspended floors in the demised area.

                 o  High quality clean to all toilet areas including repair and
                    replacement of sanitary fixing and fittings.

                 o  Removal of all tenants fixtures and fitings throughout the
                    demised area.

                 o  Replace tea point floor finishes with new non-slip vinyl as
                    original specification.

                 o  Reinstate all finishes, fittings and furniture to the tea
                    points all as original specification.

                 o  Renew and reinstate as required existing mechanical and
                    electrical services to the tea points.

<PAGE>   33

                                      -29-

                 o  Remove all tenants services and equipment and reinstate to
                    original condition the risers and duct areas.

                 o  Redecorate all escape lobby areas to match existing
                    electrostatic finish.

                 o  Reinstate and redecorate zone 3 -- store finishes to ceiling
                    and walls to original specification.

                 o  Reinstate and redecorate cleaners cupboard finishes to
                    ceiling and walls to original specification.

                 o  Remove all plants, fixtures and fittings from site.

                 o  Vertical blinds to be overhauled and cleaned to full working
                    order.

                 o  Atrium glass to have all film removed and cleaned.

                 o  Link corridors to have all ceilings and lighting returned to
                    original specification.

                 o  Entire demise to have high quality clean to include all
                    marble finishes, glass and general environment.

                 o  Entire demise to have painted finish reapplied to match
                    existing specification to all walls solid ceilings and door
                    sets.

                 o  Re-test and certify fire-fighting equipment to suit open
                    plan arrangements.

         4.35.3  At the expiration or sooner determination of the Period of this
                 Lease without any warning away or process of removal to that
                 effect to remove from and leave the Premises empty and cleaned
                 and in such good and substantial repair and condition as shall
                 be in accordance with the obligations of the Tenant under this
                 Lease together with all fixtures and fittings (excepting
                 Tenant's fixtures and fittings) and improvements and additions
                 which now are or may at any time hereafter be in or about the
                 Premises save such as the Tenant has been required to remove
                 pursuant to Clause 4.35.1 (as qualified by the provisions of
                 Clause 4.35.2). Provided that if at such expiration or sooner
                 determination the Premises shall not be empty and cleaned and
                 in such good and substantial repair then at its sole option the
                 Landlord shall be entitled to require that either (a) the
                 Tenant carries out at its cost the works necessary to put the
                 Premises into such condition or (b) the Tenant pays to the
                 Landlord such sum as shall be certified by the Landlord or the
                 Managing Agent as being equal to the fair cost of carrying out
                 such work along with a sum equivalent to the loss of rent and
                 service charge suffered by the Landlord in respect of the



<PAGE>   34

                                      -30-

                 period from such expiration or sooner determination until the
                 expiry of such period (which shall in no circumstances be more
                 than three months after such expiration or sooner
                 determination) as the Landlord shall reasonably require to
                 carry out all such necessary works; Declaring that to the
                 extent that the Landlord is in receipt of rent and/or service
                 charge in respect of such period the Landlord will be deemed
                 not to have suffered any such loss.

    VAT:

    4.36  To pay to the Landlord VAT in respect of all monies, including the
          rent, undertaken to be paid to the Landlord by the Tenant pursuant to
          this Lease and in every case where in this Lease the Tenant undertakes
          to pay an amount of money such amount shall be construed as being
          exclusive of all VAT which may from time to time be legally payable
          thereon.

5.  LANDLORD'S OBLIGATIONS

    TO INSURE:

          5.1.1 The Landlord shall, provided always and to the extent that cover
                for all or any of the Insured Risks is obtainable in respect of
                the Building in the United Kingdom insurance market, until the
                expiry or sooner determination of this Lease insure and keep
                insured the Building under the Building Insurance (except to the
                extent that the Building Insurance shall be vitiated in whole or
                in part by any act, neglect, default or omission of the Tenant
                or the Tenant's foresaids) against loss or damage by the Insured
                Risks and shall keep in force the Loss of Rent Insurance in each
                case through such agency as shall be selected by the Landlord
                from time to time. The Landlord shall procure that the interest
                of the Tenant (whether specifically or as one of the Landlord's
                tenants generally) is endorsed on the policy for the Building
                Insurance.

          5.1.2 The Landlord shall also insure against Third Party risks and
                Property Owners' liability for such sum or sums as the Landlord
                acting reasonably shall require.

<PAGE>   35

                                      -31-

          5.1.3 The Landlord shall supply to the Tenant a copy of the Building
                Insurance and the Loss of Rent Insurance (including the risks
                insured against) or a summary thereof and that within fourteen
                days of being requested to do so.

    APPLICATION OF INSURANCE MONIES:

    5.2   The Landlord undertakes that as often as the Building or any part
          thereof shall be destroyed or damaged by any of the Insured Risks then
          save to the extent that and then only for so long as payment of the
          insurance monies shall have been withheld in whole or in part by
          reason of any act or default of the Tenant or the Tenant's foresaids
          and provided that payment has been made by the Tenant of all (if any)
          sums due by it pursuant to Clause 4.12 the Landlord shall as soon as
          reasonably possible use all reasonable endeavours to rebuild, repair,
          restore and reinstate the Building or such part with such variations
          as may be necessary or in the Landlord's reasonable opinion desirable
          having regard to statutory provisions, bye-laws and regulations then
          in force and any planning approval necessary and also to building
          standards then prevailing to the intent that the Building or such part
          when rebuilt, repaired or restored shall conform to the practice then
          current and shall afford to the Tenant a substantially comparable area
          to that contained in the Premises as at the date of damage or
          destruction. The Landlord undertakes that all monies received by
          virtue of the Building Insurance effected hereunder (except in respect
          of Loss of Rent) shall be applied in so far as the same shall be
          necessary in rebuilding and reinstating the Building or such part and
          declaring that for the purposes of this Clause 5.2 only reference to
          Building shall be a reference to the Premises and to such parts of the
          Common Parts as are requisite for the beneficial use and enjoyment of
          the Premises and the Pertinents, Rights and Privileges from time to
          time. The Landlord will be under obligation to make good out of the
          Landlord's own monies any shortfall in such insurances caused by under
          insurance except (1) in respect of any excess for which the Tenant is
          responsible in terms of Clause 4.12 and (2) to the extent that the
          insurance monies shall have been withheld in whole or part as
          aforesaid.

<PAGE>   36

                                      -32-

    LANDLORD'S SERVICES:

    5.3   Subject to the provisions of Clause 5.2 and subject also to the Tenant
          paying the Service Charge in terms of Clause 2, the Landlord
          undertakes (a) to apply all sums recovered from the Insurers pursuant
          to the Building Insurance and from the Tenant pursuant to Clause 4.12
          so far as necessary in effecting any repair or reinstatement rendered
          necessary by the Insured Risks and (b) to use all reasonable
          endeavours to carry out, provide and fulfil for the benefit of the
          Tenant and the other tenants in the Building such of the Services
          specified in Part 4 of the Schedule as the Landlord acting reasonably
          and in the interests of good estate management may from time to time
          consider necessary or desirable; DECLARING THAT in relation to any
          question of providing Services regard shall be had to (i) the
          remaining provisions of this Lease and (ii) any programme for
          provision of Services including the carrying out of repairs,
          maintenance, and (where necessary) replacement, renewal and
          reinstatement of the Common Parts which the Landlord may adopt in the
          interest of the good and efficient management of the Building PROVIDED
          ALWAYS that the Landlord shall not be liable to the Tenant for any
          failure to perform the foregoing such obligations (or any of them)
          owing to any cause or circumstance outwith the control of the
          Landlord.

6.  GENERAL

    IRRITANCY:

    6.1   Subject to the provisions of Sections 4, 5 and 6 of the Law Reform
          (Miscellaneous Provisions) (Scotland) Act 1985 if the rent herein
          provided for or any part thereof or any other sum due under this Lease
          shall at any time be in arrears for fourteen days after the due date
          for payment (whether demanded or not) or if there shall be any breach
          of any of the undertakings on the part of the Tenant contained in this
          Lease or if the Tenant shall become apparently insolvent or shall make
          any arrangement with creditors or shall suffer any diligence to be
          levied on the Premises or the contents thereof or if the Tenant being
          a company shall go into liquidation whether voluntary or compulsory
          (otherwise than a voluntary liquidation of a solvent company for the
          purpose of amalgamation or reconstruction) or suffer a Receiver or
          Administrator to be appointed then and in any such case it shall be
          lawful for


<PAGE>   37

                                      -33-

          the Landlord at any time thereafter by notice in writing to bring this
          Lease to an end forthwith and to enter the Premises and repossess and
          enjoy the same as if this Lease had not been granted but without
          prejudice to any right of action or remedy of the Landlord in respect
          of any previous breach of any of the undertakings by the Tenant
          contained in this Lease. PROVIDED THAT (a) in the case of a breach
          which is capable of being remedied (albeit late) the Landlord shall
          not be entitled to terminate this Lease as aforesaid unless the
          Landlord shall first have given notice in writing of the breach to the
          Tenant prescribing a time which in the opinion of the Landlord is
          reasonable in the circumstances (such circumstances not including the
          financial position of the Tenant) within which such breach must be
          remedied and the Tenant shall have failed to remedy the breach within
          the time prescribed in the notice and declaring that where the breach
          is a failure to pay any sum of money, a reasonable time shall be a
          period of not less than fourteen days and (b) in the case of the
          Tenant going into liquidation (other than for the purpose of
          re-construction or amalgamation as aforesaid) or having an
          Administrator or Receiver appointed (or being an individual or firm
          becoming apparently insolvent or signing a trust deed for creditors)
          then the Landlord shall allow the liquidator or receiver or
          administrator or trustee for creditors, as the case may be, a period
          of six months or such shorter period as may be requested by the
          administrator, receiver, liquidator, trustee for creditors as
          aforesaid in which to dispose of the Tenant's interest in this Lease
          and the Landlord shall only be entitled to exercise its right of
          irritancy on such grounds of administration, receivership, liquidation
          or insolvency or others as aforesaid but without prejudice to the
          Landlord's right to irritate on any other ground if the liquidator or
          receiver or administrator or trustee for creditors as aforesaid, as
          the case may be, shall have failed to dispose of the Tenant's interest
          in this Lease by the end of the said period provided further that the
          liquidator or receiver or administrator or trustee for creditors, as
          the case may be, shall have first personally accepted in writing in
          self proving form within two weeks of his appointment liability for
          performance of all the obligations (monetary and non-monetary) of the
          Tenant under this Lease from the date of his appointment until the
          date of disposal or expiry of such six month (or shorter) period or
          forfeiture or surrender to the Landlord of the Tenant's interest
          hereunder whichever is the earlier (including the performance or
          remedying of any outstanding obligations monetary or non monetary
          which may subsist at the date of liquidation or receivership or
          insolvency as the case may be).



<PAGE>   38

                                      -34-

          And it is hereby declared that the Landlord shall deal with any
          request for consent to assign this Lease made by such liquidator,
          receiver, administrator, trustee for creditors, as aforesaid as the
          case may be in the same manner as if the request had been made by the
          Tenant.

    NO COMPENSATION:

    6.2   Neither the Tenant nor any sub-tenant (whether immediate or
          derivative) shall be entitled on quitting the Premises or any part
          thereof to claim any compensation from the Landlord under any Act of
          Parliament whether enacted before or after the Date of Entry.

    REI INTERITUS NOT TO APPLY:

          6.3.1 Save as provided in Clause 6.3.2, this Lease shall not be
                terminated by reason of any damage to or destruction of the
                Premises or the Building or any part thereof but shall,
                notwithstanding any such damage or destruction and any rule of
                law to the contrary, remain in full force and effect and endure
                for the full Period of this Lease.

          6.3.2 In the event of the Premises or the Common Parts or any other
                part of the Building as are necessary for the proper enjoyment
                and use of the Premises or the Pertinents, Rights and
                Privileges, having been destroyed or damaged by any of the
                Insured Risks and not having been repaired or reinstated in the
                manner provided for in Clause 5.2 within a period of three years
                from the date of such damage or destruction and provided that
                (a) the Building Insurance effected by the Landlord in terms of
                Clause 5.1.1 or 5.1.2 shall not have been vitiated as a
                consequence of any act or default of the Tenant and/or (b) no
                demand shall have been made upon the Tenant by the Landlord in
                terms of Clause 4.12 or if such demand shall have been made it
                shall have been met in full by the Tenant within the timescale
                provided in Clause 4.12 then the Tenant may terminate this Lease
                by giving notice to that effect to the Landlord within three
                months after the expiry of said three year period under
                declaration that (A) time shall be of the essence with regard to
                the giving of said notice (B) the date of termination of this
                Lease shall be the date of service of said notice and (C) all
                insurance monies (save those already expended by the Landlord in
                repairing and reinstating the Building and excepting those



<PAGE>   39

                                      -35-

                referable to the Tenant's fixtures and fittings which shall be
                paid to the Tenant) shall forthwith upon the giving of said
                notice belong to the Landlord in questions with the Tenant and
                (save as aforesaid) the Tenant shall have no claim on the same.

          6.3.3 In the event of the Premises or the Common Parts or any other
                part of the Building as are necessary for the proper enjoyment
                and use of the Premises or the Pertinents, Rights and Privileges
                having been destroyed or damaged by any of the Insured Risks,
                the Landlord shall use all reasonable endeavours within three
                months of any such damage or destruction to give the Tenant a
                reasonable estimate of how long it will take to effect any
                necessary repair or reinstatement. In the event that the
                Landlord fails to give such estimate, the Tenant will be
                entitled, by serving written notice on the Landlord, to require
                the Landlord to give such estimate which the Landlord will be
                obliged to give within one month of receipt of said notice. For
                the avoidance of doubt the Landlord will have no liability for
                any loss or damage incurred by the Tenant's foresaids as a
                result of (a) failure to give such estimate, or (b) such
                estimate subsequently proving to be inaccurate.

    LOSS OF RENT:

    6.4   In case the Premises or such of the Common Parts and any other parts
          of the Building as are necessary for the proper use of the Premises or
          the Pertinents, Rights and Privileges shall at any time during the
          Period of this Lease be so damaged or destroyed by any of the Insured
          Risks as to render the Premises unfit for beneficial occupation and
          use in accordance with the terms and provisions of this Lease then
          except to the extent that the insurance monies payable under the Loss
          of Rent Insurance shall be wholly or partially irrecoverable by reason
          solely or in part of any act or default of the Tenant or the Tenant's
          foresaids the rent and Service Charge payable hereunder or a fair
          proportion thereof according to the nature and extent of the damage
          sustained shall be suspended until the Premises and/or such of the
          Common Parts and any other parts of the Building, as the case may be,
          shall again be rendered fit for occupation and use or until the expiry
          of three years whichever shall be the earlier PROVIDED ALWAYS that in
          the event of dispute as to the amount or duration of the rent or
          Service Charge to be suspended such dispute shall be settled by a
          single arbiter to be appointed on



<PAGE>   40

                                      -36-

          the application of either party by the Chairman or senior office
          holder of the Scottish Branch of the Royal Institution of Chartered
          Surveyors which arbiter shall have the power to award costs and
          expenses, and the decision of such arbiter shall be final and binding
          upon both the Landlord and the Tenant.

    NOTICES:

    6.5   Any notice, intimation, request for consent or demand to be given
          under this Lease (each hereinafter in this clause referred to as
          "notice") shall be in writing. Without prejudice to any other
          competent method of service any notice shall be sufficiently served if
          delivered by hand, sent by facsimile transmission or sent by Recorded
          Delivery Post (a) to the Tenant (if the Tenant shall be a body
          incorporated in the United Kingdom) to its Registered Office and (if
          the Tenant shall be a natural person) to his last known address in
          Great Britain or Northern Ireland or to the Premises and (if the
          Tenant shall be a firm) to the firm and any one or more of the
          partners thereof at the Premises and (in any other case) to the Tenant
          at the Premises (b) to the Landlord (if the Landlord shall be an
          incorporated body) to its Registered Office and (if the Landlord shall
          be a natural person or a firm) to him or it at his or its last known
          address in Great Britain or Northern Ireland and to the Landlord's
          nominated Solicitors in Scotland from time to time and (c) to the
          Guarantor at the address stated in this Lease or such alternative
          address as may be intimated from time to time to the Landlord. Any
          notice sent by Recorded Delivery Post shall be deemed duly served at
          the expiry of two working days after the day of posting. In proving
          service it shall be sufficient to prove that an envelope containing
          the notice was duly addressed to the Tenant or the Landlord or the
          Guarantor (as the case may be) in accordance with this Clause and
          posted or sent to the place to which it was so addressed.

    DEMAND FOR RENT:

    6.6   (a) No demand for or acceptance of rent or any other sum due under
              this Lease by the Landlord or its agent at a time when the Tenant
              is in breach of any of the obligations of this Lease shall be or
              be deemed to be a waiver wholly or partially of any such breach;

<PAGE>   41

                                      -37-

          (b) For the avoidance of doubt no demand for or acceptance of rent by
              the Landlord or its agent at a rate other than that to which the
              Landlord may be entitled in terms of this Lease shall personally
              bar the Landlord from instituting or proceeding with or requiring
              any payment properly due in terms of this Lease.

    DISCLAIMER OF LIABILITY:

          6.7.1 Save where due to the negligent act or default or breach of
                contract of the Landlord or those for whom they are legally
                responsible, the Landlord shall at no time become liable to the
                Tenant for any loss, damage or expense sustained by the Tenant
                in relation to the Premises or the Common Parts or the Services
                by or through any defect, decay, inadequacy, want of repair or
                decoration or otherwise in the Building or any part thereof, or
                from the failure or disruption of any power supply or arising
                from the choking, bursting, stoppage or failure of any water
                supply, waste or other pipes, drains, sewers, rhones,
                conductors, gutters, ducts, water courses, cisterns or others or
                for any loss, damage or expense caused to the Tenant through any
                act or omission of the proprietors, tenants or occupiers of any
                adjoining or neighbouring parts of the Building or other
                property.

          6.7.2 Nothing herein shall be or be deemed to constitute any warranty
                by the Landlord that the Premises or any part thereof are
                authorised for use under the Planning Acts for the permitted use
                hereunder.

    APPROVALS:

    6.8   Where by the terms of this Lease the consent or approval of the
          Landlord is required such consent or approval shall be in writing and
          without prejudice to any other reasons stated by the Landlord, the
          Landlord shall be deemed to be acting reasonably in withholding such
          consent or approval if the Landlord reasonably considers that the
          interests of good estate management so require.

    ATRIUM GLAZING:

    6.9   Notwithstanding any of the other provisions of this Lease the Tenant
          shall not be responsible for carrying out or for the cost of carrying
          out (whether


<PAGE>   42

                                      -38-

          through the Service Charge or otherwise) any works which the Local
          Authority or any other body may require to be carried out to the
          glazing surrounding the atrium within or forming part of the
          boundaries to the Premises by reason of the same not complying fully
          with all relevant and applicable statutory or other requirements save
          where said works are solely required as a result of the specific
          requirements of any works carried out by the Tenant. In the event of
          any such works being required to such glazing and the Landlord not
          succeeding in persuading the relevant authorities to dispense with
          such requirement (which the Landlord shall be entitled to request the
          relevant authorities to do) the Landlord will (save as aforesaid)
          carry out all such works as may be necessary as soon as reasonably
          practicable and in so doing the Landlord shall act reasonably in
          minimising disruption to the Tenant's use and enjoyment of the
          Premises (and in particular shall only carry out such works after 6pm
          and before 8am on Monday to Friday or at any time on Saturday and
          Sunday) and that all at the sole expense of the Landlord (no part of
          the cost thereof to form part of the Service Charge). For the
          avoidance of doubt the Landlord will not require to make its own
          enquiries into such compliance.

7.  RENT REVIEW

    PROVIDED ALWAYS THAT IT IS HEREBY FURTHER AGREED that:

    DATE OF REVIEW:

    7.1   With effect from the expiration of five years from the Date of Entry
          (the date of expiration of such five year period being hereinafter
          referred to as the "Date of Review") the yearly rent provided for in
          Clause 2.3 shall be increased to such an amount as shall be the
          greater of (a) the yearly amount of the rent payable by the Tenant to
          the Landlord in terms of Clause 2.3 immediately before such Date of
          Review or (b) an amount (hereinafter called "the Revised Rent") which
          shall represent the full rental value of the Premises at such Date of
          Review assessed in accordance with the following provisions of this
          Clause.

<PAGE>   43

                                      -39-

    VALUATION:

    7.2   The full rental value of the Premises at such Date of Review shall be
          such an amount as may be agreed between the Landlord and the Tenant or
          determined in accordance with Clause 7.3 as representing the open
          market rent (at the rate running following the expiry of such rent
          free period of occupation as would be granted in the market at the
          time for the purposes of fitting-out the Premises) which the Premises
          could reasonably be expected to obtain if leased in the open market on
          the Date of Review for a period commencing on the Date of Review of
          ten years, by a willing landlord to a willing tenant on the terms and
          conditions of this Lease (excepting the amount of rent payable in
          terms of Clause 2 but including provision for quinquennial review of
          the rent) with vacant possession and without the payment of any fine,
          grassum or premium but upon the suppositions (if not facts):-

          7.2.1 that the Premises are in existence, have (but only to the extent
                of those parts thereof set out or referred to in the list
                forming Part 8 of the Schedule) had the Refurbishment Works
                carried out and are otherwise in such a condition as to be ready
                for an incoming occupier to carry out its initial fitting-out
                works;

          7.2.2 that the Tenant has complied with all the obligations on the
                part of the Tenant imposed by this Lease (but without prejudice
                to any rights of the Landlord in regard thereto);

          7.2.3 that if the Premises or any part thereof or the means of access
                thereto or any of the Common Parts or services enjoyed by the
                Premises shall have been destroyed or damaged the same had
                before the Date of Review been fully reinstated;

          7.2.4 that both the Landlord and the Tenant are able to recover all
                input Value Added Tax in full; and

          7.2.5 that the net lettable area of the Premises is 31553 square feet
                in extent whether or not that in fact be the case.

                and taking no account of and disregarding:-



<PAGE>   44

                                      -40-

          7.2.6 any goodwill attributable to the Premises by reason of any trade
                or business carried on therein by the Tenant or any sub-tenant
                or other permitted occupier;

          7.2.7 the Tenant's initial fitting out works, and any alterations or
                other works to the Premises carried out by the Tenant or any
                sub-tenant (other than those parts of the Refurbishment Works
                set out or referred to in the list forming Part 8 of the
                Schedule) and otherwise than in pursuance of any obligation to
                the Landlord under the provisions of this Lease;

          7.2.8 for the avoidance of doubt, all parts of the Refurbishment Works
                not set out or referred to in the list forming Part 8 of the
                Schedule;

          7.2.9 the fact that the Tenant or any sub-tenant or other permitted
                occupier is or may have been in occupation of the Premises.

    DECISION ON RENTAL VALUE :

    7.3   If the Landlord and the Tenant shall be unable to agree on the amount
          of the full rental value as aforesaid by the Date of Review then at
          the election of the Landlord or the Tenant the matter shall at any
          time thereafter be decided by a Chartered Surveyor (who shall act and
          be deemed to act as an expert and not as an arbiter) to be agreed upon
          by the parties hereto or in the event of failure so to agree then the
          same shall be decided by a Surveyor (hereinafter called the
          "Surveyor") experienced in the valuation of properties comparable to
          the Premises in the area where the Premises are situated such Surveyor
          to act as an expert also and to be nominated at any time at the
          request of the Landlord or the Tenant by the Chairman or senior office
          holder for the time being of the Scottish Branch of the Royal
          Institution of Chartered Surveyors and the decision of the Surveyor
          shall be binding on both the Landlord and the Tenant. Within one month
          of the date upon which the Surveyor is agreed upon or appointed as
          aforesaid the Landlord and the Tenant shall each be entitled to submit
          to the Surveyor written valuations, statements and other evidence
          relating to or supporting their assessment of the full rental value in
          which event they shall, at the same time, deliver to the other party a
          copy of


<PAGE>   45

                                      -41-

          all such valuations and others submitted as aforesaid. If the Surveyor
          dies or is for any other reason unable to act before he shall have
          given his decision then either party hereto may request the Chairman
          or Senior Office Holder aforesaid to nominate a further Surveyor
          (hereinafter called the "Second Surveyor") to act on the terms of this
          sub-clause and such request may be repeated as often as may be
          necessary. The fees payable to the Chairman and any Surveyor who could
          not deliver his decision and the Second Surveyor shall be borne and
          paid by the parties hereto in such shares and in such manner as the
          Surveyor or which failing the Second Surveyor shall determine and
          failing any such decision and subject thereto in equal shares.

    UPWARDS ONLY:

    7.4   Notwithstanding the decision of the Surveyor or Second Surveyor
          hereinbefore referred to in no event shall the rent payable by the
          Tenant after the Date of Review be less than the rent payable by the
          Tenant immediately before the Date of Review.

    PAYMENT AFTER DATE OF REVIEW:

    7.5   If by the Date of Review the amount of the revised rent has not been
          agreed between the parties hereto or determined as aforesaid then in
          respect of the period of time (hereinafter called the "Interval")
          beginning with the Date of Review and ending on the Quarter Day
          immediately following the date upon which the amount of the revised
          rent is agreed or determined as aforesaid (hereinafter called the
          "Relevant Date") the Tenant shall continue to pay the rent provided
          for in Clause 2.3 to the Landlord in the manner hereinbefore provided
          at the yearly rate payable immediately before the Date of Review;
          Provided that on the Relevant Date there shall be due as a debt
          payable by the Tenant to the Landlord an amount equal to the
          difference between the revised rent and the rent actually paid during
          the Interval and apportioned on a daily basis in respect of the
          Interval together with interest at the rate four per cent below the
          Prescribed Rate on each part of that amount from the date upon which
          that part would otherwise have been paid until paid.

<PAGE>   46

                                      -42-

    STATUTORY RESTRICTION:

    7.6   If at the Date of Review the Landlord shall be obliged legally or
          otherwise to comply with any Act of Parliament dealing with the
          control of rent and which shall restrict or modify the Landlord's
          right to revise the rent payable in terms of Clause 2.3 in accordance
          with the terms of this Lease or which shall restrict the right of the
          Landlord to demand or accept payment of the full amount of the rent
          payable in terms of Clause 2.3 for the time being payable under this
          Lease then the Landlord shall on each occasion that any such enactment
          is removed, relaxed or modified, be entitled on giving not less than
          three months' notice in writing to the Tenant expiring after the date
          of each such removal, relaxation or modification to introduce an
          intermediate Review Date (hereinafter called the "Intermediate Review
          Date") which shall be the date of expiration of such notice and the
          rent payable hereunder from an Intermediate Review Date to the next
          succeeding Date of Review or Intermediate Review Date (whichever shall
          first occur) shall be determined in like manner as the rent payable
          from each Date of Review as hereinbefore provided; Declaring that in
          no circumstances will this Clause 7.6 operate so as to render the
          Tenant liable to pay to the Landlord more than it would have been
          obliged to pay had there been no such restriction or modification.

    MEMORANDUM:

    7.7   As soon as the amount of rent payable by the Tenant to the Landlord in
          terms of Clause 2.3 with effect from after the Date of Review has been
          agreed or ascertained in accordance with the terms hereof (and if
          required by the Landlord so to do) the Landlord and the Tenant will
          execute a separate memorandum specifying the yearly amount of the said
          revised rent and all stamp duties (if any) payable in respect thereof
          and the cost of registration thereof and of three Extracts ( two being
          for the Landlord's purposes) shall be borne and paid for by the
          Tenant.

<PAGE>   47

                                      -43-

8.  GUARANTOR'S OBLIGATIONS

    The Guarantor HEREBY UNDERTAKES to the Landlord and binds and obliges itself
    to implement, perform and fulfil the obligations and undertakings set out in
    Part 7 of the Schedule.

9.  LAW OF SCOTLAND TO APPLY

    This Lease shall be interpreted and given effect in accordance with the Law
    of Scotland and any dispute, difference or question of any kind which may
    arise between the parties shall be determined in accordance with the Law of
    Scotland.

10. WARRANDICE

    Subject to the terms of this Lease, the Landlord hereby grants warrandice.

11. CERTIFICATE

    We certify that there are no Missives of Let (constituting a Lease) to which
    this Lease gives effect.

12. CONSENT TO REGISTRATION

    The parties consent to registration of this Lease and of any certificate
    issued thereunder for preservation and execution: IN WITNESS WHEREOF

<PAGE>   48

                                      -44-

                 This is the Schedule referred to in the
                 foregoing Lease among Scottish Mutual
                 Assurance plc and Exult Limited and
                 Exult, Inc. in respect of Part First
                 Floor, 301 St. Vincent Street, Glasgow.

PART 1: PREMISES

lA: THE BUILDING

    ALL and WHOLE that area of ground together with the building as the same may
    be altered or extended from time to time thereon known as 301 St. Vincent
    Street, Glasgow and any other buildings or erections from time to time
    thereon all being the subjects registered in the Land Register under Title
    Number GLA 370 as the same may be amended from time to time in accordance
    with the provisions of this Lease.

lB: PLANS

    Site Plan - annexed
    Car Park Plan - annexed
    L2. Floor Plan - annexed
    Ground Floor Plan - annexed
    First Floor Plan - annexed
    Initial Car Parking Spaces Plan - annexed

1C: THE PREMISES

    ALL and WHOLE the premises shown outlined blue and coloured yellow (and in
    certain respects hatched green or brown) on the First Floor Plan situated
    within part of the Building (herein referred to as "the Premises") and which
    expression "the Premises" shall include each and every part of the subjects
    hereinbefore described and shall include:-

    (i)  the non-load bearing walls and partitions and the plasterwork, wall
         finishes, wall coverings and surface treatment of all walls and
         columns; the suspended ceilings and floor (and the spaces below and
         above the same but excluding the beams and slabs and screeding of such
         slabs) with the ceiling tiles, carpets and other floor coverings (so
         far as not belonging to the Tenant) the windows and other glazing (but
         excluding the frames for any of the foregoing); doors and other
         entrances; the light fittings; the electricity distribution systems;
         first aid and fire fighting equipment; and the Service Systems where
         installed solely or used only for the purposes of the Premises, and

    (ii) The pertinents of the Premises and all additions, alterations and
         improvements to the Premises which may be carried out during the Period
         of this Lease and also the Landlord's fixtures and fittings from time
         to time in and about the same;

    but shall exclude anything within the definition of the Common Parts.


<PAGE>   49

                                      -45-

PART 2: THE MAIN COMMON PARTS

Subject always to the declaration at the end of the definition of "Common
Parts", those parts and pertinents of the Building which are not comprised
exclusively in any Lettable Unit including without prejudice to the foregoing
generality:-

1.  the solum on which the Building is erected and the foundations, roof, back,
    front and gable walls of the Building, the internal load-bearing walls and
    columns (but excluding plasterwork and all other wall finishes and surface
    treatment) the beams and ceiling and floor slabs and the screeding of such
    slabs, the window and door frames and all other structural parts of the
    Building;

2.  the boundary walls and fences and all doors, gates and pillars therein of
    the said area or piece of ground which forms the Building and is unbuilt
    upon and all external areas, roads, footpaths, pavements and lanes so far as
    included in or in respect of which the Landlord has a responsibility
    therefor in terms of the Land Certificate or title deeds to the Building or
    otherwise and all drains, soil and main water supply pipes and all other
    common pipes and rhones, conductors, systems, electric mains, cables, wires,
    pipes, conduits and gas and waste pipes and sewers of every description
    serving inter alia the Building but not any such as serve exclusively any
    Lettable Unit;

3.  the front and rear steps, light well, the entrance from the street, the
    reception area within the ground floor or storey of the Building and any
    vestibules or halls, stairs, stairways, passages, corridors, communal doors,
    fire escapes, fire fighting appliances, store-rooms, plant-rooms, landscaped
    or paved areas, servicing areas, staff accommodation rooms or areas required
    for the provision of the Services and toilets or lavatories with the
    sanitary apparatus therein (excluding toilets or lavatories which are
    exclusively leased to a single tenant) and the carpeting, wall coverings,
    plasterwork, glazing and doors within any of the aforesaid but excluding any
    of the foregoing exclusively pertaining to or within any Lettable Unit;

4.  all other parts of the Building including the Service Systems therein the
    use or benefit of which is common to the Premises and to the remainder of
    the Building or any part or parts thereof and all other part or parts of the
    Building which may from time to time be designated by the Landlord as set
    aside for the common use and benefit of the Premises and other parts of the
    Building;



<PAGE>   50

                                      -46-

5.  the Plant and Equipment;

6.  the Service Systems; and

7.  any additions to or amendments of the foregoing which are provided or made
    by the Landlord acting reasonably except in so far as the same shall pertain
    exclusively to a Lettable Unit.

But declaring that there is not included within the Main Common Parts :-

(a) the Computerhall Common Parts; or

(b) anything comprised within Phase 3.

<PAGE>   51

                                      -47-

PART 3: ANCILLARY RIGHTS AND RESERVATIONS

3A: EXCEPTIONS AND RESERVATIONS

    1.  The free passage of ventilation, heating, water, soil and electricity
        and other services in and through the Service Systems in, under, over or
        passing through the Premises.

    2.  The right to enter upon the Premises (including the lift lobbies between
        the lifts located between Zone 3 and Zone 4 and thence into the lifts
        for the purpose of maintaining or repairing the lifts) at all reasonable
        times (upon prior appointment except in the case of emergency) for the
        purposes of inspecting, and where necessary cleaning, repairing or
        renewing any part of the Building including the Premises themselves the
        Service Systems, Plant and Equipment and other of the Common Parts and
        including also any repairs, renewals or reinstatement rendered necessary
        by an Insured Risk, and for the purpose also of installing new or
        additional parts of any of the Common Parts, including Service Systems
        and Plant and Equipment and for the purposes of providing the Services
        and for all other reasonable purposes pursuant to this Lease and the
        right upon giving to the Tenant reasonable notice (except in cases of
        emergency) to erect scaffolding on the Building or any part thereof for
        the foregoing purposes or any other reasonable purpose; PROVIDED ALWAYS
        that the foregoing rights shall be exercisable by the Landlord on
        condition that the Landlord makes good as soon as reasonably practicable
        all physical damage thereby occasioned to the Premises.

    3.  The right to take into use all boundary walls of and Service Systems
        within the Premises and to build upon, connect with or otherwise use the
        same the Landlord making good as soon as reasonably practicable all
        physical damage thereby occasioned to the Premises and causing as little
        interference as reasonably possible to the Tenant.

    4.  A right of support, shelter and protection for the adjoining and
        adjacent properties from the Premises.

    5.  The right where it is in the interest of the efficient management of the
        Building to regulate and control the use of the Common Parts including
        the Plant and Equipment and the Service Systems by making, intimating,
        amending and enforcing against the Tenant and all other tenants and
        occupiers of the Building, the Management Regulations.

<PAGE>   52

                                      -48-

    6.  The right to execute such works upon and to the parts of the Building
        not included in the Premises (including the airspace above the Premises)
        as the Landlord shall determine and in such manner and otherwise as the
        Landlord may desire and permit and the right to use the parts of the
        Building not included in the Premises in whatever lawful manner the
        Landlord may desire and permit and whether or not any amenity at present
        appertaining to the Premises shall be lessened or affected in any way
        provided that the beneficial use and enjoyment of the Premises is not
        materially affected thereby.

    7.  The right to alter, amend, extend or diminish the Common Parts and to
        resume and/or to build upon or rebuild upon any part of the Common Parts
        and/or the Building.

    8.  The right at any time to suspend, temporarily or permanently, any of the
        rights of access granted to the Tenant over the Building for the purpose
        of executing any works on the same or for any other purpose considered
        necessary or desirable by the Landlord and that without any claim
        competent against the Landlord at the instance of the Tenant for
        compensation or otherwise, provided always that, in the case of
        temporary or permanent suspension, suitable and adequate alternative
        access is provided.

    9.  The right of access through and across the Premises for the purposes of
        maintenance and security.

    10. The right to lead pipes, cables and all other necessary transmitters
        through, over, under or across the Premises to provide services to other
        parts of the Building.

    11. The right of access and egress through the Premises to and from other
        parts of the Building for any personnel working in the Building in cases
        of emergency.

<PAGE>   53

                                      -49-

    12. The right to vary the Service Charge Percentage from time to time
        provided that it is reasonable and equitable to do so.

    DECLARING that the foresaid rights shall be exercised only after reasonable
    prior notice to the Tenant (except in the case of emergency) in such a
    manner, in so far as reasonably practical, as to cause a minimum of
    inconvenience and disturbance to the Tenant and shall not be exercised in
    such a manner as may materially prejudice or interfere with the Tenant's
    business or their beneficial use and enjoyment of the Premises, and
    declaring further that the Landlord will procure that those exercising the
    foresaid rights make good any physical damage to the Premises caused thereby
    without delay. To the extent that the foregoing rights include the
    installation of items within the Premises or the erection of notices or
    scaffolding or others whatsoever in or in the areas adjoining or adjacent to
    the Premises the rights may only be exercised after reasonable prior
    notification in writing to the Tenant save in emergency of the location of
    the items to be installed or notices or scaffolding or others whatsoever.
    The foregoing rights may be exercised by entering upon the Premises only if
    there is no other reasonably practicable and economic alternative means of
    achieving the same purpose without such entry; AND DECLARING FURTHER THAT
    none of the foresaid rights or otherwise shall permit the Landlord from (a)
    carrying out any works the effect of which would be to raise the height of
    Phase 3 above the lower floor slab of the Premises in such a way as would
    obscure the windows of the Premises or (b) resuming any part of the Building
    and/or the Common Parts if the effect of so doing would materially adversely
    affect the Tenant's beneficial use and enjoyment of the Premises or any of
    the Pertinents, Rights and Privileges.

<PAGE>   54

                                      -50-

3B: PERTINENTS, RIGHTS AND PRIVILEGES

    1. The exclusive right to the use of 13 external parking spaces which are
       shown coloured yellow on the Initial Parking Spaces Plan for parking of
       private motor vehicles onlyprovided always that the Landlord shall be
       entitled to relocate said parking spaces to elsewhere within the Building
       by providing no less than 14 days' prior written notice.

    2. The free passage of ventilation, heating, water, soil and electricity and
       other services in and through that part of the Service Systems serving
       inter alia the Premises.

    3. The benefit and, where appropriate, use of the Plant and Equipment.

    4. The right to support, shelter and protection from the adjoining and
       adjacent premises.

    5. The right at all times of access and egress to and from the Premises (a)
       through the main entrance to the Building wherever situated from time to
       time and along the main mall and access corridors, stairs and lifts from
       time to time but initially as shown coloured green on the Ground Floor
       Plan and the L2. Floor Plan and (b) from and to the Car Park as shown on
       the Initial Parking Spaces Plan.

    DECLARING that the Tenant and those for whom they are legally responsible
    shall be prohibited at all times from entering any Lettable Unit without
    prior and specific permission from the Landlord or the party in permitted
    occupation of such Lettable Unit.


<PAGE>   55

                                      -51-

PART 4: SERVICES

In this Lease including this Part of the Schedule "Services" means the
following:-

    MAINTENANCE AND REPAIR OF COMMON PARTS

1.  The maintenance of the Common Parts in good and substantial repair and
    condition at all times and for that purpose the repair, maintenance, and
    where necessary renewal, rebuilding and reinstatement of the Common Parts
    regardless of the age or state of dilapidation of the Building and
    irrespective of the cause or extent of the damage or other want of repair
    and including any repairs or renewals rendered necessary by latent or
    inherent defect.

    TITLE DEEDS

2.  Complying with the Land Certificate and title deeds relating to the Common
    Parts.

    PLANT AND EQUIPMENT AND SERVICE SYSTEMS

3.  The provision, maintenance and servicing (including the carrying out of
    repairs in the nature of maintenance and servicing), operation, management
    and insurance of and when necessary cleaning, draining, extending and
    renewing or replacing of the Plant and Equipment and the Service Systems;
    Declaring that the Landlord will, unless and until the Tenant requires
    otherwise, ensure that the passenger lifts located between Zone 3 and Zone 4
    do not open so as to provide access to or egress from the Premises.

    ELECTRICITY AND WATER

4.  The provision of electricity and water to the Premises and to the Common
    Parts, at least sufficient for the Tenant's full use of the Premises as good
    quality office accommodation and the Common Parts.

    EXTERIOR PAINTING ETC.

5.  The obligation so often as may in the reasonable opinion of the Landlord be
    necessary so as to be kept in a well maintained condition, and in a proper
    and



<PAGE>   56

                                      -52-

    workmanlike manner to prepare and paint in colours selected by the Landlord
    all the metal, cladding and all other exterior parts of the Building as
    require to be or have previously been so painted in colours selected by the
    Landlord with two coats at least of good quality undercoat paint and one
    coat of good quality gloss paint and in the like manner to prepare, clean,
    treat and polish and otherwise maintain all the cladding and other parts of
    the outside which require to be so cleaned and treated with good quality
    materials and also in like manner as often as in the reasonable opinion of
    the Landlord shall be reasonably necessary (but not more frequently than
    once in every ten years of the foregoing Lease) to stone clean the stonework
    and other finishes to the exterior of the Building by such method as shall
    be chosen by the Landlord acting reasonably and in particular and (without
    prejudice to the generality of this obligation) regularly to clean and treat
    in a suitable manner for its maintenance in good condition all the outside
    metal and other work not required to be painted or polished and when
    necessary to clean all tiles, glazed brick and similar washable surfaces.

    INTERNAL PAINTING ETC. OF COMMON PARTS

6.  The obligation so often as may in the reasonable opinion of the Landlord be
    necessary so as to be kept in a clean and well maintained condition, and in
    a proper and workmanlike manner to prepare and paint in colours selected by
    the Landlord such of the inside wood, metal and others of the Common Parts
    of the Building as shall from time to time require to be painted with one
    coat at least of good quality undercoat paint and one coat of good quality
    gloss paint and also to whitewash, colourwash, grain, varnish, french or wax
    polish, paper and otherwise decorate in a proper and workmanlike manner with
    good quality materials such of the internal parts of the Common Parts as
    shall from time to time require to be so treated and also to clean and treat
    in a suitable manner for its maintenance in good condition all the inside
    wood and metal work and polished stone not required to be painted or
    polished and when necessary to clean all tiles, marble, glazed brick and
    similar washable surfaces as shall from time to time require to be so
    treated so as to be kept in a clean and well maintained condition.

    MAINTAINING PARTY WALLS, DRAINS. ETC.

7.  The payment of such proportion (if any) as the Landlord may be legally
    liable to pay of the cost of repairing, maintaining, renewing, and cleansing
    the pavements and lane


<PAGE>   57

                                      -53-

    ex adverso the Building and all sewers, drains, pipes, watercourses, mutual
    structures and other items which may belong to or be used for the Building
    in common with other subjects near or adjoining thereto.

    REGULAR CLEANING, LIGHTING ETC

8.  The regular cleaning, as necessary (and at least once in every calendar
    month), of the external faces of all windows and other glasswork of the
    Building and the internal and external faces of the atrium, and the internal
    faces of all other windows and other glasswork in the Common Parts and, as
    may be necessary, keeping cleaned the common entrance steps, entrance way,
    doorway, hall, atrium, passages and balconies, the lift, landings and
    staircases, and all floor coverings thereof and wall finishes and all other
    portions of the Common Parts including the Car Park and external areas and
    providing additional lighting apparatus for such of the Common Parts
    (whether internal or external) and including the Car Park area as the
    Landlord acting reasonably shall from time to time think fit and maintaining
    and operating the lighting apparatus provided for the Common Parts including
    the Car Park.

    PAYMENT OF RATES, ETC.

9.  The payment of all rates, taxes, duties, levies, charges, assessments,
    impositions and outgoings whatsoever whether parliamentary, regional,
    district, parochial, local or of any other description which are now or at
    any time hereafter may be taxed, assessed, charged or imposed upon or
    payable in respect of the Common Parts.

    STATUTORY NOTICES

10. Complying with any statutory or other notice served by a Local or other
    competent Authority in connection with the Building or any part thereof
    including any such as relate to the Acts of Parliament referred to in Clause
    4.13 of this Lease and other fire or health and safety or environmental
    legislation, or any order or regulation made thereunder but only where any
    obligation to comply is not attributable to an individual tenant or other
    occupier in the Building.

<PAGE>   58

                                      -54-

    PROVISION OF FACILITIES MANAGEMENT, RECEPTION, SECURITY AND CLEANING STAFF

11. The employment, appointment or provision of such facilities management,
    reception, supervisory, security, maintenance, cleaning and other staff in
    the Building as the Landlord acting reasonably shall think necessary for the
    efficient provision of the Services.

    PUBLIC LIABILITY ETC.

12. Insuring in such manner and to the extent that the Landlord shall reasonably
    determine the Building in respect of any public liability, and third party
    liability of the Landlord and also insuring in the manner and to the extent
    foresaid, any risks for which the Landlord may be liable as employer of
    persons working on or engaged in relation to the management or maintenance
    of the Building.

    EQUIPMENT

13. The provision, maintenance, renewal or replacement where necessary of such
    equipment, furniture for the reception area, decorative items and others, as
    may from time to time, in the reasonable opinion of the Landlord, be
    necessary or desirable for the efficient provision of the Services.

    PROVISION OF ACCOMMODATION

14. The provision, and where necessary or desirable, the maintenance, repair,
    decoration, heating and lighting of accommodation to house equipment,
    materials and personnel (during working hours) utilised or employed in the
    provision of Services to the Building.

    SURVEYOR

15. The appointment of any surveyor or other professional adviser in connection
    with the determination of the Full Cost of Reinstatement.

<PAGE>   59

                                      -55-

    FIRE FIGHTING SYSTEMS AND EQUIPMENT

16. The provision, purchase, maintenance, testing, servicing and renewal or
    replacement where necessary and insurance of fire alarms and firefighting
    systems, appliances and equipment for the Common Parts.

    SECURITY SYSTEMS AND EQUIPMENT

17. The provision, purchase, maintenance, testing, servicing and renewal or
    replacement where necessary and insurance of security alarms and systems for
    the Common Parts.

    LANDSCAPING

18. The maintenance, repair and if necessary renewal and/or replacement or
    replanting of landscaping in unbuilt upon parts of the Building and the
    clearing and removal of any rubbish therefrom and keeping the same neat and
    tidy.

    AIR CONDITIONING

19. The provision to the Premises during Normal Working Hours of air
    conditioning and when so requested by the Tenant by 3 p.m. Monday to
    Thursday in respect of the following day and by 3 p.m. on Friday in respect
    of the following Saturday, Sunday and Monday the provision to the Premises
    of air conditioning at any other times.

    ADDITIONAL SERVICES

20. The fulfilment of any other obligation or duty in relation to the Common
    Parts and/or the provision of any other equipment or service and the
    maintenance, repair and where necessary renewal or replacement of such
    equipment any of which, it is reasonable for the Landlord to provide for
    maintaining and securing the facilities and amenities of the Building as
    good quality office accommodation acting in the interests of good estate
    management and having due regard to the interests of the tenants in general
    within the Building.

<PAGE>   60

                                      -56-

PART 5: SERVICE CHARGE

    PAYMENT

1.  The Tenant shall pay to the Landlord the Service Charge at the times
    provided for in and otherwise in accordance with this Part of the Schedule.

    DEFINITIONS

2.  In this Part of the Schedule:-

    2.1   "Year" means where the context admits the First Year, each consecutive
          period beginning on 1 January and ending on 31 December after the
          First Year, and the Last Year;

    2.2   "First Year" means the period beginning on the Date of Entry and
          ending on 3l December immediately succeeding;

    2.3   "Last Year" means the period beginning on 1 January immediately prior
          to and ending on the expiration or sooner determination of the Period
          of this Lease;

    2.4   "Service Expenditure (Car Park)" means in relation to any Year the
          whole costs, charges, liabilities and other expenditure properly
          incurred by the Landlord in or about the provision of the Services or
          otherwise in the performance of the obligations undertaken by the
          Landlord in Part 4 of the Schedule so far as relating to that part of
          the Car Park shown outlined in red and hatched black on the Site Plan
          (for as long as and to the extent that the same is used for private
          car parking); DECLARING THAT the Service Expenditure (Car Park) shall
          exclude to the intent that such excluded items of expenditure shall be
          the personal responsibility of the Landlord in questions with the
          Tenant, any expenditure or liability or other sum which, but for this
          proviso to this Part of the Schedule would fall within the definition
          of Service Expenditure (Car Park), but which:-

          (a) was incurred to remedy or arose directly or indirectly from damage
              or deterioration arising from:-

<PAGE>   61

                                      -57-

              (i)  any of the Insured Risks save to the extent (i) that the
                   Building Insurance shall have been rendered void or voidable
                   or the payment of policy monies refused or withheld in whole
                   or in part in consequence of any act or default on the part
                   of the Tenant's foresaids and (ii) of any normal commercial
                   excess under the Building Insurance;

              (ii) any negligent act or omission or any breach of contract by
                   the Landlord or any other tenant or occupier of part of the
                   Building or by their respective employees, servants, agents,
                   contractors or others for whom they are responsible but only
                   to the extent that they are so negligent or so in breach;

                   (b) incurred in respect of (i) any rent reviews under leases
                       of any Lettable Unit or (ii) the default of any other
                       tenant of a Lettable Unit or other occupier of any part
                       of the Building;

                   (c) relate to any Lettable Unit within the Building which is
                       unlet or unoccupied from time to time;

    2.5   "Service Charge" means in relation to any Year the sum which
          represents the aggregate of (i) Service Charge (Building) and (ii)
          12.50% (or such other percentage as the Landlord may determine
          provided that it is reasonable and equitable to do so) of the Service
          Expenditure (Car Park) for that Year all calculated and payable by the
          Tenant in respect of that Year as set out in this Part of the
          Schedule.

    2.6   "Service Charge (Building)" means initially the sum calculated with
          reference to an annual rate of ONE HUNDRED AND TEN THOUSAND FOUR
          HUNDRED AND THIRTY FIVE POUNDS AND FIFTY PENCE (Pound
          Sterling110,435.50) STERLING (exclusive of Value Added Tax) per annum
          and the Service Charge (Building) in respect of the First Year shall
          be a proportionate payment (calculated on an annual/daily basis) for
          the period from the Date of Entry until the end of the First Year.


<PAGE>   62

                                      -58-

          The said amount of Pound Sterling 110,435.50 shall be increased in
          each Year on 1 January by adding to the Service Charge (Building)
          payable in respect of the immediately preceding Year a sum calculated
          in accordance with the following formula:-

          X  =  A x B - C
                    -----
                      C

          Where X is the sum to be added to the Service Charge (Building) in
          respect of the immediately preceding Year, A is the Service Charge
          (Building) in respect of the immediately preceding Year, B is the
          Retail Prices Index as at the commencement of the Year for which the
          Service Charge (Building) is being calculated and C is the Retail
          Prices Index as at the date of commencement of the immediately
          preceding Year, and such calculation shall be carried out on a yearly
          basis throughout the duration of this Lease.

          The Retail Prices Index shall be the general index of retail prices
          (all items) as published monthly by HM Government or in the event that
          such Retail Prices Index ceases to be published, such Official Index
          will be used as the Landlord and the Tenant may agree (both parties
          acting reasonably) is reasonably equivalent thereto. In the event that
          the product of the foregoing formula is a negative figure, the Service
          Charge (Building) shall not be reduced but shall remain at the same
          rate as was payable in respect of the said immediately preceding Year.

    2.7   "Service Charge Quarter Day" means (but only in respect of the Service
          Charge (Building)) the Quarter Days (as defined in the foregoing
          Lease) or in substitution any four other days at approximately three
          monthly intervals, in any Year as the Managing Agent acting reasonably
          in the interest of the efficient management of the Building may from
          time to time select and intimate to the Tenant.

    PAYMENT

    3.1   The Tenant shall pay that part of the Service Charge comprising the
          Service Charge (Building) in respect of each Year in quarterly
          instalments as follows:
<PAGE>   63

                                      -59-

          (a) On the Date of Entry a proportionate payment until the next
              succeeding Service Charge Quarter Day and thereafter an equal
              quarterly instalment in advance on each succeeding Service Charge
              Quarter Day during the First Year;

          (b) in respect of each Year (other than the First Year and the Last
              Year) an equal quarterly instalment in advance on each Service
              Charge Quarter Day;

          (c) in respect of the Last Year a proportionate payment from the last
              Service Charge Quarter Day until the expiry of the Lease whether
              by nature, passage of time or otherwise.

    3.2   The Tenant shall pay within fourteen days of receipt of a written
          demand therefor that part of the Service Charge comprising 12.50% (or
          such other percentage as the Landlord may have determined as
          aforesaid) of the Service Expenditure (Car Park) which the Landlord
          shall have incurred, the Landlord using all reasonable endeavours so
          far as possible to issue such demands within a reasonable period of
          time after the Service Expenditure (Car Park) shall have been
          incurred.

    3.3   As soon as is practicable upon or after the end of each Year there
          shall be an accounting for Service Charge (in so far as relating to
          the Service Expenditure (Car Park) and, where there has been an error
          in the calculation of the Retail Prices Index, the Service Charge
          (Building)) in respect of such Year between the parties and any
          underpayment or overpayment of Service Charge shall be settled within
          14 days from a written demand by a single payment by one party to the
          other.

    3.4   The provisions of this Part of the Schedule shall continue to apply
          notwithstanding the expiration or sooner determination of the Period
          of this Lease but only in respect of the period prior to and including
          the date of such expiration or sooner determination of the Period of
          this Lease.

<PAGE>   64

                                      -60-

PART 6: REFURBISHMENT WORKS

                         Abbey National House -- Glasgow
          Summary of Landlord and Tenant Works to 1st Floor Zones 3 & 4

                                      Index

1.  Preambles.

2.  Landlord's Works (By Exult on behalf of Landlord) 2.1 Electrical Services.
    2.2 Mechanical Services and BMS Installation.
    2.3 Toilet Areas.
    2.4 Builders Work.

3.  Fit-Out Modifications to Accommodate Exult.
    3.1 Electrical Services and Data Comms.
    3.2 Mechanical Services and BMS Installation.
    3.3 Building and General Items.
    3.4 Coffee Areas.
    3.5 Window Finishes and Blinds.
    3.6 General Items.

          Summary of Landlord and Tenant Works to 1st Floor Zones 3 & 4

1.  Preambles

    This document must be read in conjunction with the Landlords Approvals
    documents as issued by EIC on behalf of Exult.

    All repairs shall match the existing where appropriate using materials and
    construction methods to match the original.

    All materials are to be the best of their respective kinds fixed and applied
    using recognised and approved methods in a correct and workmanlike manner.

    The tenant is required to carry out works incidental to and rendered
    necessary to comply with the covenants of the Lease whether specifically
    scheduled herein or not.

<PAGE>   65

                                      -61-

    Where painting, papering or other decorative works are scheduled herein,
    they shall include the necessary preparation of surfaces and in the case of
    plastered surfaces, cutting out, making good and all stopping as required.

    All colours are to be agreed with the Landlord prior to the work being
    carried out.

    A specification for the works is to be agreed with the Landlord prior to the
    works being carried out.

    Tenants fixtures, fittings, furniture and appliances are to be removed from
    this property as necessary to allow for the execution of the works.

    The repair works undertaken are to be specified and completed to the entire
    satisfaction of the Landlord.

    The Landlord's surveyor reserves the right to add additional items to the
    schedule irrespective of when these become apparent and/or where further
    exposure or inspection reveals additional repairs to be required.

    Clean down all internal surfaces of the property including floor coverings
    coving, wall and ceiling surfaces and remove all build-up of grit, debris,
    grease, algae, mould or other dirt accumulations.

    Clean down all internal door and window ironmongery, leave free from all
    dirt accumulations, and paint splashes.

    Clean down all sanitary fittings and leave free from marking, discolouration
    and disinfect as necessary.

    Clean down and overhaul all windows, replacing all defective glazing, putty,
    opening mechanisms and leave windows in full working order.

    Provide keys for all opening mechanisms.

    Overhaul all door ironmongery replacing all defective fittings and leaving
    in full work order. Provide keys for all doors.


<PAGE>   66

                                      -62-

2.  Landlords Works (by Exult on behalf of Landlord)

    2.1 Electrical Services

        o Installation of new power supplies for VAV automation.

        o New communications cabling for automatic VAV units.

        o New containment to house communication cabling.

        o Check, test and certify existing electrical services to these zones.

        o Re-instate automatic fire alarms and sounders to suit open plan
          occupation in full compliance with BS 5839 L1 protection.

        o Remove existing and install new circuit wiring and battery packs for
          emergency lighting installation to comply fully with BS 5266.

        o Remove existing and install new lighting control panels to link to the
          current BMS system.

        o Install new PIR detection units for lighting control to suit open plan
          arrangements.

        o Remove existing and install new emergency lighting test facilities.

        o Re-test and certify all modified existing lighting circuits.

        o Provide new record drawings and electronic data as required.

    2.2 Mechanical Services and BMS Installation

        o Fit new electronic regulation devices to the existing VAV units.

        o Install new PC3 local controllers to communicate with VAV regulators
          and local PIR units.

        o Link slaves and master units to suit open plan arrangement.

        o Re-commission branch ductwork and rebalance the VAV system in both
          zones.

        o Reconfigure BMS graphics to accommodate new VAV controllers.

    2.3 Toilet Areas -- TSZ 3 and 2 toilet Numbers T3, T4, T5, T6 and T7 (see
        EIC Drawing Number 500.400)

        o Strip out existing services and all partition systems sanitary ware
          and pipework.

        o Refit toilets with new piped services, new floor finishes, IPS
          systems, sanitary ware and lighting.

        o Modify existing toilet ventilation and re-commission as necessary.

        o Supply and install new sanitary ware and finishes to match existing in
          new disabled toilet.

<PAGE>   67

                                      -63-

    2.4 Builderswork

        Tea Points

        o Strip out and replace existing sink unit/kitchen base unit.

        o Deep clean and re-grout tiled wall as required.

        o Clean, re-level ceiling system and re-lamp all luminaries.

        o Deep clean to tiled floor.

        o Redecorate.

        Windows and Blinds

        o Clean glass and frames.

        o Overhaul mechanisms and dry clean all perimeter vertical blinds.

        Flooring

        o Remove existing carpet tiles.

        o De-rock all raised floor panels.

        o Install new carpets to match second floor specification.

        Ceiling

        o Replace damaged ceiling tiles and re-level.

        o Clean VAV diffusers, ceiling panels and luminaries.

        o Re-lamp all luminaries.

        Toilets

        o Replace damaged ceiling tiles, re-level and clean.

        o Replace all existing luminaries with new low energy fittings --
          install PIR detection.

        o Remove redundant hand dryers and macerators, replace with new matching
          wall panels.

        o Replace damaged wall panels/IPS components/sanitary ware.

        o Lift existing floor coverings with new non-slip material to match
          second floor specification.

        o Deep clean, repair/replace and re-grout all wall finishes.

<PAGE>   68

                                      -64-

        General Decoration

        o Repair and redecorate all walls, columns, doors, screens and
          skirtings.

        o Clean all perimeter heater casings and repair as necessary.

        Fire Fighting Equipment

        o Re-test and certify as necessary for open plan arrangements.

3.  Fit-Out Modifications to Accommodate Exult.

    3.1 Electrical Services and Data Comms

        o Modify local lighting circuits to suit cellular office layout.

        o Install additional local PIR detection and override switches to suit
          cellular office layout.

        o Remove and replace toilet lighting installation to suit revised
          layout.

        o Install new hand dryers.

        o Install new UPS unit to serve critical services.

        o Remove existing lighting troffer and install new decorative lighting
          to meeting rooms, team rooms, interview rooms and the upgraded first
          floor lobby.

        o Remove existing hard wired power systems and data cabling
          installations and install a new plug-in busbar to match the existing
          building philosphy.

        o Install new floor service boxes complete with RCD units in each box.

        o Supply and install new additional PC3 outstations to suit subdivision
          and all associated wiring.

        o Modify Fire Alarm Installation to suit cellular office by installation
          of new detectors and sounders as required to meet BS 5839 -- L1
          protection.

        o Install full Inergen fire suppression system to the data equipment
          room -- connect to local alarms only.

        o Install new and relocate existing emergency lighting modules to suit
          cellular office layouts all to fully comply with BS 5266.

        o Modify lighting control panel switching to suit cellular office
          layouts.

        o Re-configure BMS to suit modifications.

        o Install new underfloor data cabling installation to suit tenants
          requirements on cable tray containment.

        o Install new security access equipment to access doors with
          compatibility to the Abbey National Cardkey System.

        o Install new intruder alarm to be dedicated to the demised area.

<PAGE>   69

                                      -65-

    3.2 Mechanical Services and BMS Installation

        o Install new pipework and valves to allow connection to the existing
          Abbey National high temperature chilled water system for equipment
          room fan coil cooling unit.

        o Install new commissioning sets and BMS connection to the fan coil unit
          controls.

        o Relocate VAV modules to suit cellular office layout including new
          connections to the existing supply branch ductwork.

        o Install new local space set point adjusters to all cellular offices
          and connect to BMS local controllers.

        o Modify existing local hot and cold pipework within the demised toilet
          areas to suit revised layouts.

        o Modify existing above ground drainage system within the demised toilet
          areas to suit revised layouts.

        o Install new cold water mains pipework to serve new vending areas
          located in the open plan office area.

    3.3 Building and General Items -- By Exult

        Open Plan Office Area
        (see EIC Drawing Number 500.100)

        o Install cellular office partitioning system complete with solid and
          glazing panels as required.

        o All partition systems shall be floor to ceiling only except the
          data/server room which will be slab to slab.

        o Remove existing suspended floor in area designated computer/file
          server room -- install new higher suspended floor and ramp system.

    3.4 Coffee Areas 1, 2 and 3
        (see EIC Drawing Number 500.100)

        o Strip out existing tea point services and equipment and refurbish area
          complete with new wall units, sink units and various white goods.
          Install new water services and drainage to suit.

    3.5 Window Finishes and Blinds

        o Supply and install new vertical window blinds to match existing in the
          open plan area.

<PAGE>   70

                                      -66-

        o Install new blackout blinds in the training room in Zone 4.

        o Apply opaque window film detail to the atrium and internal glazed
          partitions as agreed with Landlord.

    3.6 General Items

        o Install new tables and chairs to suit current layout.

        o Replace damaged floor tiles.

        o Install new ceiling tiles into existing grid. New tiles to match
          existing Burgess type for the open plan areas and Luxalon type for the
          circulation areas.

        o Install new satellite dish on roof subject to local authority planning
          approvals.

        o Install new telephone cabling within existing risers to connect to
          external services.

        o Electrostatic paint application to existing plant access and riser
          doors.

        o Installation of electronic computing and audio visual equipment as
          required throughout the demised area.

        o New Corporate signage to the entrance areas and 1st floor lobby with
          Landlord's approvals.

        o Demolish internal non-load bearing walls as shown on the plans to
          facilitate additional toilet cubicles. Including the creation of new
          disabled persons facility.


<PAGE>   71

                                      -67-

PART 7 -- GUARANTEE

THE GUARANTOR, HEREBY binds and obliges itself:-

(1)   to the Landlord as cautioners, co-obligants and full debtors for and along
      with the Tenant (the expression "THE TENANT" meaning throughout this Part
      7 of the Schedule the said Exult Limited and which expression specifically
      excludes the successors and assignees of the said Exult Limited) in the
      whole of the obligations whatsoever (present and future) undertaken by or
      incumbent on the Tenant directly or indirectly under or by virtue of this
      Lease (including without prejudice to the generality the payment of all
      rents due thereunder from time to time both before and after any reviews
      and that whether or not we have been consulted in regard to the same) and
      that in all respects: The liability hereby undertaken by us the Guarantor
      shall be an independent obligation continuing in force while any liability
      or provision under or by virtue of this Lease remains wholly or partially
      undischarged or unimplemented by the Tenant and further, notwithstanding
      any rule of law or practice to the contrary, shall not be discharged or
      otherwise impaired or prejudiced by the Landlord, whether or not we, the
      Guarantor shall have been consulted, releasing or giving up any right of
      obligation or remedy (present and future) for the indebtedness or
      liabilities of the Tenant or giving time or any other indulgence to the
      Tenant or otherwise modifying the terms of this Lease;

(2)   that (i) in the event of the Tenant going into liquidation, receivership
      or administration and the Liquidator, Receiver or Administrator (as the
      case may be) not adopting this Lease or (ii) in the event of the Tenant
      being struck off by the Registrar of Companies, then and in any such event
      we, the Guarantor, shall, if required so to do by the Landlord by written
      notice served within six months of the occurrence of any of the above
      events, accept, execute and deliver to the Landlord a new lease of the
      Premises for the remainder of the intended duration of this Lease (running
      said new lease as and from the date of occurrence of the relevant event)
      on terms and conditions similar to those contained in this Lease (and, for
      the avoidance of doubt, it is hereby declared that the rent provisions in
      said new lease shall be a continuation of the rent provisions in this
      Lease) and we, the Guarantor, further bind and oblige ourselves as
      aforesaid to pay on demand to the Landlord the whole proper and reasonable
      legal costs incurred by the Landlord in regard to such new lease and also
      the stamp duty and registration or recording dues thereon (including the
      cost of three Extracts) (one for the Guarantor);

<PAGE>   72

                                      -68-

(3)   Further, the Guarantor in so far as we are not or may in the future not be
      subject to the jurisdiction of the Court of Session, hereby prorogate the
      jurisdiction of said Court of Session and bind ourselves to submit to the
      jurisdiction of the said Court of Session in relation to all actions at
      the instance of the Landlord arising out of or in connection with this
      Lease and also in relation to all lawful execution which may follow as a
      result of the registration of these presents for execution;

(4)   The obligations and others undertaken by the Guarantor in terms of the
      foregoing provisions of this Part 7 of the Schedule shall be deemed to
      have been discharged by the Landlord with effect from the date of entry
      under a permitted assignation of this Lease granted by the said Exult
      Limited of its interest as Tenant under this Lease and the provisions of
      this Part 7 of the Schedule shall thereupon cease to be of effect.


<PAGE>   73

                                      -69-

PART 8 -- LIST OF ASSUMED ELEMENTS OF REFURBISHMENT WORKS FOR RENT REVIEW

                        Abbey National House -- Glasgow

                                      Index

1.  Landlord's Works (By Exult on behalf of Landlord)

    1.1  Electrical Services.

    1.2  Mechanical Services and BMS Installation.

    1.3  Toilet Areas.

    1.4  Builders Work.

1.  Landlords Works (by Exult on behalf of Landlord)

    1.1  Electrical Services

         o Installation of new power supplies for VAV automation.

         o New communications cabling for automatic VAV units.

         o New containment to house communication cabling.

         o Check, test and certify existing electrical services to these zones.

         o Re-instate automatic fire alarms and sounders to suit open plan
           occupation in full compliance with BS 5839 L1 protection.

         o Remove existing and install new circuit wiring and battery packs for
           emergency lighting installation to comply fully with BS 5266.

         o Remove existing and install new lighting control panels to link to
           the current BMS system.

         o Install new PIR detection units for lighting control to suit open
           plan arrangements.

         o Remove existing and install new emergency lighting test facilities.

         o Re-test and certify all modified existing lighting circuits.

         o Provide new record drawings and electronic data as required.

    1.2  Mechanical Services and BMS Installation

         o Fit new electronic regulation devices to the existing VAV units.

         o Install new PC3 local controllers to communicate with VAV regulators
           and local PIR units.

<PAGE>   74

                                      -70-

         o Link slaves and master units to suit open plan arrangement.

         o Re-commission branch ductwork and rebalance the VAV system in both
           zones.

         o Reconfigure BMS graphics to accommodate new VAV controllers.

    1.3  Toilet Areas -- TSZ 3 and 2 Toilet Numbers T3, T4, T5, T6 and
         T7 (see EIC Drawing Number 500.400)

         o Strip out existing services and all partition systems sanitary ware
           and pipework.

         o Refit toilets with new piped services, new floor finishes, IPS
           systems, sanitary ware and lighting.

         o Modify existing toilet ventilation and re-commission as necessary.

         o Supply and install new sanitary ware and finishes to match existing
           in new disabled toilet.

    1.4  Builderwork

         Tea Points

         o Strip out and replace existing sink unit/kitchen base unit.

         o Deep clean and re-grout tiled wall as required.

         o Clean, re-level ceiling system and re-lamp all luminaries.

         o Deep clean to tiled floor.

         o Redecorate.

         Windows and Blinds

         o Clean glass and frames.

         o Overhead mechanisms and dry clean all perimeter vertical blinds.

         Flooring

         o Remove existing carpet tiles.

         o De-rock all raised floor panels.

         o Install new carpets to match second floor specification.

         Ceiling

         o Replace damaged ceiling tiles and re-level.

         o Clean VAV diffusers, ceiling panels and luminaries.

         o Re-lamp all luminaries.


<PAGE>   75

                                      -71-

         Toilets

         o Replace damaged ceiling tiles, re-level and clean.

         o Replace all existing luminaries with new low energy fittings --
           install PIR detection.

         o Remove redundant hand dryers and macerators, replace with new
           matching wall panels.

         o Replace damaged wall panels/IPS components/sanitary ware.

         o Lift existing floor coverings and replace with new non-slip material
           to match second floor specification.

         o Deep clean, repair/replace and re-grout all wall finishes.

         General Decoration

         o Repair and redecorate all walls, columns, doors, screens and
           skirtings.

         o Clean all perimeter heater casings and repair as necessary.

         Fire Fighting Equipment

         o Re-test and certify as necessary for open plan arrangements.

Source: OneCLE Business Contracts.