
<PAGE>
 
                                                                   EXHIBIT-10.44



                              DATED OCTOBER 9, 1997



                               LASMO (ULX) LIMITED

                                     - to -

                         ACC LONG DISTANCE U.K. LIMITED

                                     - and -

                                    ACC CORP.

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

                                    AGREEMENT

                              FOR LEASE RELATING TO

                 Premises situate on the Ground to Fourth Floors
                            And 45 car parking spaces
                            Of the Building known as
                                 Adelaide House
                        626 Chiswick High Road, London W4

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



                                Nabarro Nathanson
                               50 Stratton Street
                                 London W1X 6NX

                               Tel: 0171 493 9933
<PAGE>
 
                                   PARTICULARS

1.  DATE                                                     1997

2.  LANDLORD                           LASMO (ULX) LIMITED whose registered
                                       office is at 101 Bishopsgate, London EC2M
                                       3XH (Company Registration Number 936223).

3.  TENANT                             ACC  LONG  DISTANCE U.K. LIMITED whose 
                                       registered office is at 414 Chiswick
                                       High Road, Longin W4 5TF (Company 
                                       Registration Number 2671855).

4.  SURETY                             ACC CORP (a company incorporated in 
                                       Delaware USA) of 39 State Street, 
                                       Rochester, New York 14614 USA.

5.  PREMISES                           Premises  situate on  the Ground  to  
                                       Fourth Floors and 45 car  parking spaces
                                       of  the Building known as Adelaide House,
                                       626  Chiswick High  Road, London W4 as
                                       described in the Lease.

6.  COMPLETION DATE                    As defined in clause 1.9.

7.  LEASE                              An  underlease of the Premises in 
                                       the form of the draft attached to this
                                       Agreement.

8.  SUPERIOR LEASE                     A Lease dated 17  March 1989 and made 
                                       between Markheath Properties Limited (1) 
                                       and the Landlord (under  its former name,
                                       Ultramar Exploration Limited) (2) and 
                                       Ultramar PLC (3).

9.  LANDLORD'S                         London Borough of Hounslow Title 
    REGISTERED TITLE                   Number:AGL8895
                                       Class of Title:  Absolute

10. DISCLOSED DOCUMENTS                The documents referred to in the First 
                                       Schedule to this Agreement.

11. LANDLORD'S SOLICITORS              Nabarro Nathanson
                                       50 Stratton Street
                                       LONDON W1X 6NX
                                       Ref:  J1/AAS/L1718:7

12. TENANT'S  SOLICITORS               Hobson Audley Hopkins & Wood
                                       7 Pilgrim  Street LONDON EC4V
                                       6DR Ref: SJJS/ER/JC/ACCB-10  52854

13. INTEREST                           Interest at the rate of four per cent per
                                       annum  above  Midland  Bank PLC Base  
                                       Rate from time to time in force.

14. LANDLORD'S  SURVEYORS              means Stewart Watson & Co of 
                                       10 Devonshire Road, London EC2M 4RH or 
                                       such other firm or person as the Landlord
                                       may from time to time appoint to  perform
                                       the functions of its surveyor under this 
                                       Agreement.

15. TENANT'S APPROVED                  means the plans elevations sections and
    DRAWINGS                           specification of the Tenant's Works 
                                       approved by the Landlord's Surveyors
                                       pursuant to clause 11.

16. TENANT'S  WORKS                    means the works of which brief details  
                                       are set out in the Second Schedule to
                                       this Agreement and in more detail shown
                                       in the Tenant's Approved Drawings.
<PAGE>
 
                                    CONTENTS

Clause      Subject matter                                                  Page

1.          Interpretation                                                     1
2.          Agreement for Lease                                                2
3.          Completion of the Lease                                            3
4.          Vacant Possession                                                  3
5.          Landlord's Title                                                   3
6.          Matters Affecting the Premises                                     4
7.          National Conditions                                                4
8.          Acknowledgments                                                    5
9.          Landlord's Consent                                                 6
10.         Application for Exclusion Order                                    6
11.         Approval of Tenant's Works                                         7
12.         Carrying out the Tenant's Works                                    7
13.         Inspection and Rectification of the Tenant's Works                12
14.         Completion and Approval of the Tenant's Works                     13
15.         Status of Tenant Pending Completion                               14
16.         Commencement of License Fees                                      14
17.         Further Provisions Relating to Completion of the Lease            15
18.         VAT                                                               16
19.         Default of Tenant                                                 17
20.         Arbitration                                                       19
21.         Non Assignment                                                    20
22.         Guarantee                                                         20
23.         No Publicity                                                      21
24.         Jurisdiction                                                      21
25.         Non-Merger                                                        21
26.         Notices                                                           21
27.         Rental Rebate                                                     22
28.         Right of First Refusal and Option to Lease in Relation
            to Sixth and Seventh Floors                                       24
29.         Landlord's Works to Create Office on Ground Floor                 30

SCHEDULE 1  DISCLOSED DOCUMENTS
SCHEDULE 2  TENANT'S WORKS
<PAGE>
 
    1.    INTERPRETATION

1.1      The  Particulars  constitute part of this Agreement and the expressions
         contained in the Particulars are incorporated as definitions.

1.2      The National Conditions of Sale (Twentieth Edition) as set out on pages
         2 and 3 of the printed form of contract  published  by the  Solicitors'
         Law Stationery Society Plc ("National Conditions") (except as varied by
         or inconsistent with this Agreement) are incorporated.

1.3      The clause headings in this Agreement are for ease of reference only 
         and are not to be used for the purposes of construing this Agreement.

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

1.5      This Agreement may only be varied in writing signed by or on behalf of 
         the parties to it.

1.6      Where the word "today" is used this means the date of this Agreement as
         written above.

1.7      "Superior  Landlord"  means  the  person  who at the  relevant  time is
         entitled to receive the rent under the Superior  Lease and includes the
         person who at the  relevant  time is entitled to receive the rent under
         any lease superior to the Superior Lease.

1.8      "Conditions" means:

1.8.1         The Consent being issued in accordance with clause 9; and

1.8.2         The Court Order being obtained in accordance with clause 10; and

1.8.3         The Tenant procuring for the benefit of the Landlord an opinion of
              Counsel qualified to practice in the State of Delaware  confirming
              that this Agreement and also the Lease when granted have been duly
              and properly executed by the Surety and will be
<PAGE>
 
              enforceable against and binding upon the Surety in accordance with
              the  Law of  Delaware  and the  constitution  of the  Surety  Such
              opinion  shall be in a form  reasonably  approved by the  Landlord
              (such  approval not to be  unreasonably  withheld)  and the Tenant
              shall use all reasonable endeavors to procure such an opinion.

1.9      "Completion Date" means five working days after the date upon which all
         of the Conditions have been satisfied.

1.10     Words and expressions used in this Agreement and not defined herein 
         shall bear the same meaning ascribed to them in the Lease.

2.    AGREEMENT FOR LEASE

2.1      Subject to satisfaction of the Conditions and the provisions of this
         Agreement the Landlord will grant and the Tenant and the Surety will
         accept the Lease on the Completion Date.

2.2      If either of the conditions set out in the clause 1.8.1 or 1.8.2 hereof
         have not been satisfied  within three months after today's date then at
         any time afterwards (but not after such conditions have been fulfilled)
         either party (not itself being in breach of its obligations  hereunder)
         may rescind this  Agreement on the terms set out in National  Condition
         10(2) and if the  condition set out in clause 1.8.3 hereof has not been
         satisfied  within  three  months  after  today's  date then at any time
         afterwards  (but not  after  such  condition  has been  satisfied)  the
         Landlord  may rescind  this  Agreement on the terms set out in National
         Condition 10(2).
<PAGE>
 
3.    COMPLETION OF THE LEASE

3.1      The  Lease  will  be  completed  before  1 pm on the  Completion  Date.
         Completion  will take place at the  Landlord's  Solicitors'  offices or
         where they reasonably  require.  If the Landlord's  Solicitors agree to
         complete by post it will be at the Tenant's risk.

3.2      Any monies due to the  Landlord  on  completion  will be paid by direct
         credit  transfer  (which  the  Landlord's  Solicitors  must  receive as
         cleared  funds by 1 pm on the day of  completion)  for the  credit of a
         bank account of a London  Clearing  Bank  specified  by the  Landlord's
         Solicitors  or  by  any  other  method  reasonably   requested  by  the
         Landlord's Solicitors.

3.3      The Lease will be prepared in original and counterpart and the original
         will be executed by the Landlord and the  counterpart  will be executed
         by the Tenant and the Surety.  The executed  counterpart  Lease will be
         handed over to the Landlord's Solicitors on completion.

3.4      The provisions of clause 17 shall apply.

4.    VACANT POSSESSION

         Vacant  possession  of the Premises will be given on  satisfaction  of
         the Conditions.

5.    LANDLORD'S TITLE

      Title to the Premises will comprise office copies of the filed plan and
      entries appearing on the Registered Title which the Tenant's Solicitors 
      are authorized to inspect.

6.    MATTERS AFFECTING THE PREMISES

      The Lease will be granted subject to and with the benefit of all and any 
      of the following in existence before the actual time of completion:
<PAGE>
 
6.1      the matters contained or referred to in the entries appearing on the 
         Registered Title save for any financial charges;

6.2      all matters capable of registration as Local Land Charges or otherwise 
         whether registered or not;

6.3      all notices served and proposals  requirements or agreements made by or
         (as the case may be) with any  competent  authority  or  arising  under
         statute;

6.4      all matters in the nature of overriding interests as set out in section
         70(1) of the Land Registration Act 1925 as amended; and

6.5      all  matters  disclosed  or which  might  reasonably  be expected to be
         disclosed  by  searches  and  enquiries  made by the  Tenant or which a
         prudent tenant ought to make.

7.    NATIONAL CONDITIONS

      The National Conditions are varied as follows:

7.1      "Working Day" means a day on which Clearing Banks in the City of London
         are (or would be but for a strike, lock-out or other stoppage affecting
         a particular bank or banks generally) open during banking hours.

7.2      National Conditions 5(3) will not apply.

7.3      Proviso (I) to National Condition 5(5) is deleted  and the  following
         is substituted:

         "(i) for the purposes of  conditions  6, 7 and 8 only,  if completion
              takes place  later than 1 pm then the date of actual  completion
              will be deemed to be the next Working Day after the day on which
              completion has taken place".
<PAGE>
 
7.4      National Condition 11(5) will not apply.

7.5      National Conditions 15(2), 15(3), 15(4), 21(2) and 21(3) will not
         apply.

7.6      The Landlord will be deemed ready and willing to complete for the 
         purpose of National Condition 22 even though any financial charge still
         affects the Premises at the time of service of a notice.

8.    ACKNOWLEDGEMENTS

     The Tenant confirms that:

8.1      it has inspected the Premises;

8.2      it has not been induced to enter into this  Agreement by or in reliance
         upon any oral or written  statement  by the  Landlord or anyone else on
         its behalf,  except the Landlord's  Solicitors'  written replies to the
         written  enquiries  made by the Tenant's  Solicitors  prior to the date
         hereof; and

8.3      no error or omission will annul the grant of the Lease or entitle the 
         Tenant to compensation; and

8.4      title to the  Premises  has been  deduced  in full  and  copies  of the
         Disclosed  Documents and the Registered Title have been supplied to the
         Tenant's Solicitors. The Tenant will be deemed to accept the Lease with
         full knowledge of the Landlord's  title to the Premises and the matters
         subject to which the Lease is granted and will raise no  objections  or
         requisitions about it.
<PAGE>
 
9.   LANDLORD'S CONSENT

9.1      The Landlord  will use all  reasonable  endeavours to obtain the formal
         consent  of the  Superior  Landlord  to the  grant of the  Lease to the
         tenant (the "Consent").

9.2      The Tenant and the Surety will  forthwith  supply any  information  and
         references required by the Superior Landlord and will:

9.2.1         enter into any  reasonable  covenants  with the Superior  Landlord
              which  it may be  entitled  to  require  under  the  terms  of the
              Superior Lease; and

9.2.2         provide  such  reasonable  guarantees  as may be  required  by the
              Superior  Landlord  for the  performance  of the  Tenant's and the
              Surety's obligations under clause 9.2.1.

10.  APPLICATION FOR EXCLUSION ORDER

10.1     Immediately  following  exchange of this Agreement,  the Landlord shall
         lodge an originating  application  signed by the Landlord's  Solicitors
         and the Tenant's  Solicitors with the Mayors & City of London Court and
         the Tenant shall use all  reasonable  endeavours to assist the Landlord
         in obtaining a Court Order  (defined  below) as soon as possible  after
         the date hereof.

10.2     For the purpose of this Agreement,  the expression  "Court Order" shall
         mean an order of the Court under the provisions of section 38(4) of the
         Landlord  and  Tenant  Act 1954 (as  amended by section 5 of the Law of
         Property  Act  1969)   authorizing  the  exclusion  of  sections  24-28
         inclusive of the Landlord and Tenant Act 1954 in relation to the Lease.
<PAGE>
 
11.  APPROVAL OF THE TENANT'S WORKS

11.1     The Tenant shall within two weeks after the date of this  Agreement,
         submit to the Landlord for approval plans elevations sections a
         programme and a full specification of the Tenant's Works prepared by
         the Tenant at its own expense.

11.2     The Tenant shall also supply:

11.2.1        such  other information relating to the Tenant's Works as the 
              Landlord's Surveyors may reasonably require; and

11.2.2        copies of all approvals consents permissions and licenses of every
              competent  authority  or other  person  which are  appropriate  to
              enable the Tenant lawfully to carry out the Tenant's Works.

11.3     The  Tenant's  Works  shall  not  subsequently  be varied  without  the
         Landlord's  and the Superior  Landlord's  prior written  approval which
         shall  not on the part of the  Landlord  be  unreasonably  withheld  or
         delayed and, if given, the Tenant's  Approved Drawings shall be amended
         as necessary.

11.4     The Landlord will use all reasonable endeavours to assist the Tenant in
         obtaining  the  consent  of the  Superior  Landlord  and  the  Superior
         Landlord's surveyor to the Tenant's Works.

12.   CARRYING OUT THE TENANT'S WORKS

12.1     After  receiving written confirmation from the Landlord or the
         Landlord's Surveyors that the material submitted under clause 11.1 has
         been  approved by both the Landlord and the  Superior  Landlord  (which
         written  confirmation  may be dealt with by way of a formal 
<PAGE>
 
         license for alterations or otherwise), the Tenant shall (but only after
         giving written notice to the Landlord's Surveyors) within four weeks
         (save for force  majeure) start carrying out the Tenant's  Works and 
         shall then proceed  with the Tenant's Works and complete them as
         quickly  as reasonably possible.

12.2     The Tenant's Works shall be carried out:

12.2.1        in accordance with the Tenant's Approved Drawings;

12.2.2        in accordance with the terms of all appropriate approvals consents
              permissions  and licenses and  otherwise  in  compliance  with the
              requirements of all competent authorities;

12.2.3        in compliance with all relevant legislation;

12.2.4        in a good and workmanlike manner and with materials and substances
              which accord with the best current building practice; and

12.2.5        to the reasonable  satisfaction  both of the Landlord's  Surveyors
              and any surveyor appointed by the Superior Landlord.

12.2.6        the Tenant shall pay the reasonable professional fees and expenses
              of the Superior  Landlord in  connection  with the approval of the
              Tenant's  Works  and  all  matters  arising  under  clauses  11-14
              (inclusive) of this  Agreement,  such payment(s) to be made within
              seven days of written demand.

12.3     In the course of carrying out the Tenant's Works, the Tenant shall:
<PAGE>
 
12.3.1        as far as shall be reasonably  practicable  not interfere with any
              works  being  carried  out  anywhere  else in the  vicinity of the
              Premises or the Building;

12.3.2        cause  as  little  damage  injury  nuisance  or  inconvenience  as
              possible  to the  Landlord  or other  owner or  occupier  of other
              property in the vicinity of the Premises or the Building;

12.3.3        as far as shall be reasonably practicable not (without the consent
              of the  Landlord)  store  any  materials  machinery  or  equipment
              elsewhere than inside the Premises;

12.3.4        not impede or interfere with the use by anyone else of other 
              property near the Premises;

12.3.5        maintain  such   supports   hoardings  and  coverings  as  may  be
              reasonably  necessary or which either the Landlord's  Surveyors or
              any surveyor  appointed by the  Superior  landlord may  reasonably
              require so as to prevent damage injury nuisance or

              inconvenience arising from the Tenant's Works or to preserve the
              amenities of other property near the Premises;

12.3.6        maintain,  through its  contractor or otherwise,  such  insurances
              with  such  level of cover as the  Landlord  and/or  the  Superior
              Landlord  may approve  (such  approval on the part of the Landlord
              not to be  unreasonably  withheld  or  delayed)  in respect of the
              Tenant's  Works  and all  materials  or  goods  delivered  for the
              purposes of the Tenant's Works, and in respect of all liability of
              the Tenant and the Landlord and the Superior Landlord arising from
              the carrying out of the Tenant's Works;
<PAGE>
 
12.3.7        comply  with any lawful and proper  requirements  of the  Superior
              Landlord's  insurers  of the  Premises  which shall be notified in
              writing to the Tenant and pay any increased or other premium which
              those  insurers  may  require  in  respect  of the  Premises,  the
              Building or any other  property as a result of the carrying out of
              the Tenant's Works;

12.3.8        not allow  the  Premises,  or any  hoarding  scaffolding  or other
              materials about the Premises,  to be used for advertising,  except
              for  notices  approved by the  Landlord  such  approval  not to be
              unreasonably withheld or delayed and (to the extent required under
              the terms of the Superior Lease) the Superior Landlord advertising
              the  names  of the  Tenant  and of  its  contractors  or as may be
              required by statute bye-law or other legislation;

12.3.9        comply  with any  reasonably  regulations  made by the  Landlord's
              Surveyors or any surveyor  appointed by the Superior Landlord from
              time to time  governing  the carrying  out of the  Tenant's  Works
              including (but not limited to) permitted times and means of access
              to the Premises and the delivery of materials and equipment which
              may be notified in writing to the Tenant; and

12.3.10       allow the Landlord's contractors access at all reasonable times to
              the Premises for the purpose of carrying out any remedial or other
              works to the Premises or to any other property without liability 
              to compensate the Tenant for any delay or obstruction to the 
              Tenant's Works save that where there shall be any material delay 
              or obstruction to the completion of the Tenant's Works which is
              directly attributable to the Landlord exercising its right of 
              access to the Premises under this clause 12.3.10 the Tenant's 
              liability to pay the rent reserved by the lease shall be postponed
              in the case of the 
<PAGE>
 
              First Initial Rent and the Second Initial Rent for such period as
              shall be equal to the length of delay so caused by the Landlord 
              and the period of any such delay shall be agreed between the 
              Landlord and the Tenant or in default of agreement shall be 
              determined by the Expert (as hereinafter defined) in accordance
              with clause 20.

12.3.11       It is anticipated  that works to be carried out by the Landlord at
              the  Building may at least in part be carried out at the same time
              as the Tenant's Works and  accordingly the Landlord and the Tenant
              agree to act reasonably towards each other and to cooperate as far
              as practicable in the  programming  and methods of effecting their
              respective  works and the use of common  areas and  facilities  so
              that such  respective  works can both be carried out as quickly as
              possible and without the works of one party seriously  impeding or
              interfering with the works of the other.

12.4     The Tenant shall fully indemnify the Landlord and the Superior landlord
         against damage claims costs and expenses arising out of:

12.4.1        the state and condition of the premises and/or the Building during
              and after the carrying  out of the  Tenant's  Works as a result of
              the carrying out of the Tenant's Works;

12.4.2        the carrying out of the Tenant's Works;

12.4.3        any entry on, or occupation of, the Premises by the Tenant before
              completion of the Lease; or

12.4.4        any breach of or non-compliance by the Tenant with the terms of 
              this Agreement.
<PAGE>
 
12.5     Neither  the  Landlord  nor the  Superior  Landlord  shall be under any
         liability to effect any insurance in relation to the Tenant's Works, or
         any materials,  goods,  machinery or equipment on or about the Premises
         otherwise than under the Lease following its grant.

13.   INSPECTION AND RECTIFICATION OF THE TENANT'S WORKS

13.1     Without  prejudice  to  clause  15.2 or 19,  the  Landlord  and/or  the
         Superior  landlord may at any time until the Landlord's  Surveyors have
         given approval under clause 14.5:

13.1.1        authorise  in writing  any person to enter on the  Premises at any
              time to inspect the Tenant's Works and ascertain that the Tenant's
              obligations under this Agreement are being complied with; and

13.1.2        give  notice to the Tenant  requiring  it to rectify  any  defects
              found in the Tenant's  Works such that the same do not comply with
              this Agreement or would otherwise adversely affect the Building or
              the Premises ("Defects") and to remove and make

              good to their reasonable satisfaction any works carried out by the
              Tenant which do not accord with this Agreement.

13.2     If the  Tenant  fails  to  comply  with  any such  notice  within  such
         reasonable  time as the  Landlord  and/or  the  Superior  Landlord  may
         require,  the Landlord and/or the Superior  Landlord may itself rectify
         the Defects and remove and make good any works which do not accord with
         this  Agreement,  and the cost of doing so will be repaid by the Tenant
         to the  Landlord on demand with  Interest in respect of the period from
         the date that the  incurring  of any such cost shall be notified to the
         Tenant to the date of payment by the Tenant.
<PAGE>
 
14.   COMPLETION AND APPROVAL OF THE TENANT'S WORKS

14.1     The Tenant shall use its best endeavours to complete the Tenant's Works
         within ten weeks of receiving  the  confirmation  referred to in clause
         12.1.

14.2     Not later than  completion  of the  Tenant's  Works,  the Tenant  shall
         supply the Landlord and the Superior Landlord with an itemised schedule
         of the cost of the Tenant's  Works for the purposes of the insurance of
         the Premises and the Building.

14.3     The Tenant shall give  written  notice to the Landlord and the Superior
         Landlord as soon as possible after completion of the Tenant's Works.

14.4     The  Landlord's  Surveyors  shall inspect the Tenant's Works within two
         weeks of the notification given by the Tenant in accordance with clause
         14.3 of this Agreement.

14.5     Within two weeks of the  inspection  referred to in clause 14.4 of this
         Agreement the  Landlord's  Surveyors  shall  either  issue  a  written
         approval to that effect (and copies shall be  supplied  to both  the  
         Landlord and (if required) the Superior Landlord and  the Tenant),
         or shall advise the Tenant of any con-compliance  in respect of the
         completion of the Tenant's  Works in which case the provisions of 
         clauses 14.3, 14.4 and 14.5 shall be re-implemented until such time 
         that approval can be given provided that any dispute between the 
         parties shall be governed by the provisions of clause 20 of this 
         Agreement.

14.6     Until such  approval has been issued,  the Tenant shall not be entitled
         to enter on or occupy the Premises for any purpose  other than carrying
         out the Tenant's Works.
<PAGE>
 
14.7     Issue  of the  Landlord's  Surveyor's  approval  under  clause  14.5 is
         without prejudice to the Tenant's obligations under this Agreement with
         respect to the carrying out of the Tenant's Works.

15.   STATUS OF TENANT PENDING COMPLETION

         Until completion of Lease:

15.1     any occupation of the Premises by the Tenant shall be as a licensee and
         not a tenant and no  relationship  of landlord  and tenant  shall exist
         between parties; and

15.2     subject  to clause  15.1 the  Tenant  shall  observe  and  perform  the
         Tenant's  covenants and obligations  contained in the Lease (including,
         without  limitation,  those  contained in clause 3.2 thereof) and shall
         (except  where  expressly  varied  by this  Agreement)  be bound by the
         conditions and other  provisions of the Lease as if it has been granted
         on the date of this Agreement.

16.   COMMENCEMENT OF LICENSE FEES

16.1     The  Tenant  shall  pay a  license  fee (or rent if the  Lease has been
         completed)  at the rate of the First  Initial  Rent  reserved by clause
         2.4.1 of the Lease on and from the date which is six  months  after  
         the date of this  Agreement  and at the rate of the Second Initial Rent
         reserved by clause 2.4.1 of the Lease on and from the date which is 
         nine months after the date of this Agreement in both cases at the times
         and in the manner specified in the Lease.

16.2     The Tenant shall with effect from the  Completion  Date or the date the
         Tenant is given  occupation  whichever is earlier pay the sums reserved
         as rent  payable  under the Lease in 
<PAGE>
 
         respect of  Insurance  and service charge at the times and in the 
         manner specified in the Lease.

17.   FURTHER PROVISIONS RELATING TO COMPLETION OF THE LEASE

17.1     On the day being five working days after the satisfaction of all of the
         Conditions and (if the Landlord so requires) upon payment by the Tenant
         of any outstanding  sums payable to the Landlord  pursuant to the terms
         of this  Agreement.,  the Lease shall be completed in  accordance  with
         clause 3.

17.2     The following dates shall be completed in the Particulars to the Lease:

17.2.1        the date of the Lease (which shall be the Completion Date); and

17.2.2        the First Rent Commencement Date (which shall be the day being six
              months from the date of this Agreement); and

17.2.3        the Second Rent  Commencement  Date (which  shall be the day being
              nine months from the date of this Agreement); and

17.2.4        the Date of  Commencement  of the Term (which shall be the quarter
              day immediately preceding the date of this Agreement).

17.3     Upon completion of the Lease the Landlord shall pay to the Tenant the 
         sum of(pound)380,000 plus value added tax which sum represents the 
         Landlord's contribution towards (i) the cost to the Tenant of carrying
         out the  Tenant's  Works and (ii) the cost to the Tenant of  performing
         the Tenant's  obligations to reinstate the Premises in accordance  with
         clause 3.28 of the Lease. The Landlord's obligation to pay the value 
         added tax on such sum shall be conditional upon the Tenant delivering 
         to the Landlord (on the Completion Date) a valid value added tax 
         invoice therefor.

18.   VAT

18.1     The Tenant agrees in each case subject to the Landlord delivering to
         the Tenant a valid value added tax invoice therefor:

18.1.1        to pay the Landlord any value added tax chargeable upon any supply
              made  by  the  Landlord  to  the  Tenant  by,  pursuant  to  or in
              connection with this Agreement so that all  consideration  for any
              such supply is exclusive of value added tax;

18.1.2        to pay and to indemnify  the Landlord  against any value added tax
              chargeable  upon any supply  (whether made to the Landlord or to a
              third  person)  where  pursuant  to this  Agreement  the Tenant is
              required to pay the  Landlord any sum in respect of any costs fees
              expenses or other expenditure or liability (of whatever nature) in
              connection with that supply; and

18.1.3        to pay all such value added tax at the same time that the relevant
              sum of money or  consideration  is payable to or receivable by the
              Landlord or (if  earlier  and in relation to supplies  made by the
              Landlord  to the Tenant) at the time that the supply is treated as
              taking place for the purposes of the charge to value added tax.

18.2     The Landlord retains absolute  discretion (save in the case of manifest
         error) (so far as  permitted  by law) as to whether  any supply made by
         the Landlord to the Tenant is or is to be an exempt supply or a taxable
         supply for the purposes of value added tax.
<PAGE>
 
19.   DEFAULT OF THE TENANT

19.1     Without  prejudice to any other rights and remedies  which the Landlord
         may have for breach of this Agreement,  the Landlord may determine this
         Agreement  and resume sole  occupation of the Premises to the exclusion
         of the Tenant if:

19.1.1        the Tenant fails to begin  carrying out the Tenant's  Works within
              four weeks of the date of this  Agreement  or (unless such failure
              shall not be due to the fault of the Tenant) the date of obtaining
              the  Landlord's and Superior  Landlord's  license for the Tenant's
              Works and the Consent at clause 9 whichever shall be the later;

19.1.2        the Tenant  fails to pay any license fees or other sums payable to
              the Landlord  under this Agreement  within  fourteen days of their
              becoming due in the case of license fees and after written  demand
              in the case of all other sums;

19.1.3        any execution or distress is levied upon any asset of the Tenant 
              at the Premises and is not discharged within seven days;

19.1.4        the  Tenant  or  the  Surety  enters  into   liquidation   whether
              compulsory or voluntary (not being merely a voluntary  liquidation
              whilst  solvent  for  the  purpose  of  reconstruction)  or  has a
              receiver or administrator or administrative  receiver appointed of
              all or any assets (or any application for such appointment is 
              made) or, in the case of the Surety, any analogous process in the 
              United States or elsewhere;

19.1.5        the Tenant fails to complete the Tenant's  Works by the date being
              twelve  weeks  from the date of this  Agreement  or  (unless  such
              failure  shall not be due to the fault of the  Tenant) the date of
              obtaining the Landlord's and Superior  Landlord's  license for the
              Tenant's Works and the Consent at clause 9 whichever  shall be the
              later;
<PAGE>
 
19.1.6        the Tenant  otherwise at any time  breaches  any material  term of
              this  Agreement  and fails to remedy such breach  within  fourteen
              days of  receiving  written  notification  of the  same  from  the
              Landlord.

19.2     If this Agreement is determined under clause 19.1:

19.2.1        the Tenant  shall pay to the Landlord  all  reasonable  and proper
              costs and expenses  incurred by the Landlord in, and to the extent
              the Landlord  may require,  either  removing and  dismantling  the
              Tenant's  Works and  reinstating  the Premises,  or completing the
              Tenant's Works in circumstances  where the Tenant has failed to do
              so within two weeks of receiving written  notification to do so by
              the Landlord.

19.2.2        the Tenant shall indemnify the Landlord  against all  professional
              and other costs and expenses  arising out of the  determination of
              this Agreement;

19.2.3        any wholly or  partially  completed  Tenant's  Works and any other
              materials  plant and  equipment at the  Premises  belonging to the
              Tenant  shall be  removed  by the  Tenant  at the  request  of the
              Landlord and any not so removed within two weeks of such request

              shall become the property of the Landlord without any compensation
              being payable to the Tenant; and

19.2.4        the Tenant shall  indemnify  the Landlord in respect of any charge
              to tax or any other levy charge or duty or the loss or withholding
              of any relief or credit in respect of any tax levy  charge or duty
              arising  out  of or  resulting  from  the  Tenant's  Works or the
<PAGE>
 
              provisions of this  Agreement  save in relation to the VAT payable
              in accordance with the provisions of clause 17.3 hereof.

20.   ARBITRATION

20.1     Any dispute or  difference  which  arises  between the Landlord and the
         Tenant as to the carrying  out of the Tenant's  Works shall be referred
         to the  decision  of any  expert if either the  Landlord  or the Tenant
         gives notice to the other  requiring  determination  of such dispute or
         difference.

20.2     Such notice may be given in writing not earlier than one week after the
         dispute or difference arose.

20.3     The expert("Expert") in the case of any matter relating to building
         obligations shall be CCM Smith of Fuller Horsey and Wills, 52 Bow Lane,
         London EC4M 9ET but in any other case shall be  appointed  by agreement
         between the parties or (in default of agreement) on the  application of
         either the Landlord or the Tenant by the  President  for the time being
         of the Royal Institution of Chartered Surveyors.

20.4     The  Expert  shall  invite the  parties  to submit to him  within  such
         reasonable  time limits as he may direct  (having regard to the urgency
         of the matter) such written representations
         concerning   the  dispute  or   difference  in  question  as  they  may
         respectively wish and the Expert shall have such regard (if any) to any
         such representations as he shall consider appropriate.

20.5     The Expert shall determine the matter in dispute with the utmost speed 
         and his decision shall be final and binding on the parties hereto.
<PAGE>
 
20.6     The fees and expenses of the Expert including the cost of his 
         appointment shall be in the award of the Expert.

20.7     The Expert shall give to each of the Landlord and the Tenant a notice 
         in writing stating the results of his determination pursuant to 
         clause 20.5.

21.   NON ASSIGNMENT

     Subject to the provisions of clause 27.4  below, the Tenant will not be
     entitled  to assign charge or deal in any way with the benefit of this
     Agreement and the Landlord  will only grant the Lease of the Premises as a
     whole to the Tenant named in this Agreement.

22.   GUARANTEE

     In  consideration  of the Landlord  entering into this  Agreement  with the
     Tenant, the Surety, as a primary obligation:

22.1     guarantees to the Landlord  that the Tenant will  promptly  comply with
         its obligations under this Agreement, and

22.2     will  indemnify  the  Landlord  against  all losses  damages  costs and
         expenses  arising as a result of any default by the Tenant in complying
         with the terms of this Agreement; and

22.3     agrees that no time or indulgence granted to the Tenant by the Landlord
         nor any variation of the terms of this Agreement nor any other thing by
         virtue of which  but for this  provision  the  Surety  would  have been
         released save for the formal release of the Surety by the Landlord will
         in any way release the  obligations of the Surety to the Landlord under
         this clause; and

22.4     agrees to execute the counterpart Lease in accordance with clause 3.3.
<PAGE>
 
23.   NO PUBLICITY

     Except  insofar as  required to comply  with Stock  Exchange  or  statutory
     requirements:

23.1     The terms and  conditions of this Agreement will not be released by any
         party to the press or any  periodical  journal  nor will any party make
         any public  announcement  about it without the prior written consent of
         all the other parties.

23.2     Each party will treat this Agreement as  confidential  to it and to its
         advisers  bankers and  (subject to clause  23.3  below)  other  parties
         involved in the grant of the Lease.

23.3     The provisions of clause 27 hereof shall remain confidential to the 
         parties hereto and their respective professional advisors.

24.   JURISDICTION

     The proper law of this Agreement and the  jurisdiction to which the parties
     are subject is that of England and the Tenant and the Surety agree that the
     office of the Tenant's  Solicitors  is an effective  address for service of
     any notices to be served upon either of them under this  Agreement  and any
     proceedings commenced in the English Courts.

25.   NON-MERGER

     The  provisions  of this  Agreement  will  remain in full  force and effect
     (notwithstanding completion of the Lease) to the extent that they remain to
     be observed and performed.

26.   NOTICES

26.1     Any demand or notice to be served on the  Landlord or the Tenant or the
         Surety under this Agreement will be validly served if sent by fax or by
         first class post addressed to that party's solicitors.
<PAGE>
 
26.2     Any demand or notice sent by post will be conclusively treated as 
         having been served forty-eight (48) hours after posting.

26.3     The provisions for postal service set out above are not to prevent any
         other effective form of service.

27.   RENTAL REBATE

27.1     With  effect  from the date upon which the First  Initial  Rent and the
         Second  Initial  Rent  become  payable or grant of the Lease  whichever
         shall be the  later  and  conditional  upon the  Tenant  paying  to the
         Landlord  the  Rents and other  sums  reserved  by the Lease on the due
         dates therein  provided,  the Landlord  agrees to pay to the Tenant the
         following amounts:

27.1.1        For the  period  commencing  from and  including  the  First  Rent
              Commencement Date up to and including the day immediately prior to
              the   Second   Rent   Commencement   Date,   the   annual  sum  of
              (pound)151,545.60 plus value added tax thereon.

27.1.2        For the period  commencing  from and  including  the  Second  Rent
              Commencement   Date  up  to  and  including  the  day  immediately
              preceding   the   Rent   Review   Date,    the   annual   sum   of
              (pound)193,603.60 plus value added tax thereon.

27.1.3        For the period  commencing from and including the Rent Review Date
              up  to  and   including   1  June   2002,   the   annual   sum  of
              (pound)193,603.60  plus value added tax thereon plus the amount by
              which the annual  rent  amount  (being  the rent  served by clause
              2.4.1 of the  Lease)  which the Tenant is  required  to pay to the
              Landlord  under  
<PAGE>
 
              and by  virtue of the  provisions  of the  Second Schedule to the
              Lease exceeds (pound)1,006,305.60 plus value added tax on such 
              excess.

27.2     The amounts  payable by the  Landlord to the Tenant  pursuant to clause
         27.1  above  shall be paid by equal  quarterly  payments  within  three
         working  days of the date of receipt by the  Landlord of cleared  funds
         from the Tenant of the full rents due from the Tenant  under clause 2.4
         of the  Lease  and to the  extent  that any  payments  are due from the
         Landlord  to the Tenant  under  clause  27.1 in  relation to any period
         which is shorter than a quarter, the Landlord shall only be required to
         pay the proportionate amount.

27.3     For the avoidance of doubt:

27.3.1        The  Tenant  agrees to pay in full all  Rents  and other  sums due
              under  the Lease on the due dates  for  payment  therein  provided
              without any legal or equitable set off or deduction whatsoever.

27.3.2        The  Landlord  agrees to pay in full the amounts set out in clause
              27.1 hereof on the due dates for payment therein  provided without
              any legal or equitable set off or deduction whatsoever.

27.4     In the  event  that the Rent (or a fair and just  proportion  of it) is
         suspended in  accordance  with clause 5.2 of the Lease then the amounts
         payable by the  Landlord  to the Tenant  pursuant  to clause 27.1 above
         shall be  suspended in the same  proportion  and for the same period of
         time.

27.5     If the Tenant assigns the Lease to a third party in accordance with the
         provisions  of clause  3.17 of the  Lease,  the  Tenant  may assign the
         benefit of the  Landlord's  obligations  
<PAGE>
 
         under  this  clause 27 to such assignee  provided that written notice 
         of such assignment is forthwith given to the Landlord.

27.6     The provisions of this clause 27 shall not be binding upon the 
         Landlord's successors in title.

28.  RIGHT OF FIRST REFUSAL AND OPTION TO LEASE IN RELATION TO SIXTH AND 
     SEVENTH FLOORS

28.1     The Landlord shall not grant a lease of the sixth and seventh floors of
         the Building  (the  "Additional  Premises")  to a third party before 17
         March 1998 without first giving  notice to the Tenant (the  "Landlord's
         Notice") of the terms which have been agreed  between the  Landlord and
         the third party  including any terms  relating to a rent rebate whether
         or not  similar  to that set out in  clause 27 of this  Agreement  (the
         "Rent Rebate").

28.2     Upon receipt of the Landlord's Notice the Tenant may (not later than 14
         days after  receipt of it) give  written  notice to the  Landlord  (the
         "Tenant's  Notice")  that the Tenant  and the Surety  wish to take up a
         lease of the Additional Premises and enter into an Agreement containing
         provisions relating to the Rent Rebate (the "Supplemental Deed").


28.3     Subject to clause 28.7 the Landlord  hereby grants the Tenant an option
         (the "Option") to take a lease of the Additional  Premises.  The Tenant
         may  exercise  the Option by written  notice to the  Landlord not later
         than 17 March 1998.
<PAGE>
 
28.4     In the event that the Landlord  shall  receive the  Tenant's  Notice or
         notice of the exercise of the Option and provided that the Tenant shall
         at the date of the Tenant's  Notice or of the notice of exercise of the
         Option  and  thereafter  until  the grant of the  Additional  Lease (as
         hereinafter  defined)  have paid the Rent and performed and observed in
         all material respects the covenants contained in the Lease the Landlord
         (but subject to clause 28.5 hereof)  shall grant and the Tenant and the
         Surety shall take a lease of the Additional  Premises (the  "Additional
         Lease") upon the following terms:

28.4.1        The   Additional   Premises  shall  comprise  the  lettable  space
              (excluding  common areas)  situate on the sixth and seventh floors
              of the  Building  together  with the  right to use 20 car  parking
              spaces as shall be allocated by the Landlord.

28.4.2        The Additional Lease shall be for a term commencing on the date of
              its grant and expiring on 16 March 2004.

28.4.3.       The net  annual  rent  payable  by the  Tenant in  respect  of the
              Additional  Premises after allowing for the Rebate  referred to in
              clause 28.4.6 shall be:

              (a)    in the event that the Additional  Lease is granted pursuant
                     to receipt of the Tenant's Notice the rent contained in the
                     Landlord's Notice; or

              (b)    in the event the  Additional  Lease is granted  pursuant to
                     exercise  of the Option  the higher of (1) the Open  Market
                     Rent (as defined in the Second Schedule to the Lease but as
                     if reference therein to the Demised Premises were reference
                     to the  Additional  Premises) as at the date of exercise of
                     the Option and (2) rent at the rate of (pound)22 per square
                     foot net internal.
<PAGE>
 
              the first proportionate payment being due on the date of the grant
              of the Additional Lease and thereafter on the usual quarter days.

28.4.4        The  Additional  Lease  shall  be in the  same  form as the  Lease
              subject to the modifications set out in clause 28.10 below.

28.4.5        The annual rent to be reserved in clause  2.4.1 of the  Additional
              Lease  shall be  (pound)339,590  being the part of the annual rent
              payable   pursuant   to  the   Superior   Lease  which  is  fairly
              attributable to the Additional Premises.

28.4.6        The  Landlord  the  Tenant  and  the  Surety  shall  enter  into a
              Supplemental  Deed pursuant to which the Landlord  shall rebate to
              the  Tenant  the  amount  (if any) by which the rent  reserved  in
              clause 2.4.1 of the Additional  Lease (in  accordance  with clause
              28.4.5 hereof)  exceeds the amount payable by the Tenant  pursuant
              to clause 28.4.3 hereof such deed to be in the same terms (and for
              the avoidance of doubt the  obligation to pay the rebate to expire
              on the same date)(mutatis mutandis) as the provisions of clause 27
              hereof.

28.5     The grant of the Additional Lease shall be conditional upon the 
         following:

28.5.1        obtaining the consent of the Superior Landlord to the grant of the
              Additional  Lease (and the  provisions  of clauses  9.1 and 9.2 of
              this  Agreement  shall be deemed to apply to the obtaining of such
              consent  mutatis  mutandis and the Tenant shall pay the Landlord's
              and  the  Superior  Landlord's  reasonable  and  proper  costs  in
              connection with the application for such consent);
<PAGE>
 
28.5.2        obtaining  an Order of the Court under the  provisions  of section
              38(4) of the Landlord and Tenant Act 1954 (as amended by section 5
              of the Law of Property  Act 1969)  authorizing  the  exclusion  of
              sections 24-28  (inclusive) of the Landlord and Tenant Act 1954 in
              relation to the  Additional  Lease and the parties shall apply for
              such Order forthwith  following the receipt of the Tenant's Notice
              or the exercise of the Option

28.5.3        The Tenant procuring for the benefit of the Landlord an opinion of
              Counsel qualified to practice in the State of Delaware  confirming
              that the agreement for the Additional
<PAGE>
 
              Lease and also the  Additional Lease when granted have been duly 
              and properly executed by the Surety and will be enforceable 
              against and binding upon the Surety in accordance with the Law of 
              Delaware and the constitution of the Surety. Such opinion shall be
              in a form reasonably approved by the Landlord (such approval not
              to be unreasonably withheld).

         and the parties hereto agree to use all reasonable endeavours to 
         satisfy the above conditions.

28.6     The completion of the grant of the Additional Lease (the "Additional 
         Lease Completion Date") shall be:

28.6.1        in the event that the Additional  Lease is to be granted  pursuant
              to  receipt  of the  Tenant's  Notice 14 days  after the date upon
              which the  conditions  specified  in clause  28.5  above have been
              satisfied  provided  that if within  one month of  receipt  of the
              Tenant's Notice (time being of the essence) either such conditions
              shall not have been  satisfied or the  Additional  Lease shall not
              have been granted  then the  Landlord  (not being in breach of it
              obligations  under this  Agreement)  shall be  entitled to 
<PAGE>
 
               proceed  with the  grant of a lease  to the  third  party on 
               terms no less  beneficial to the lessee than those set out in the
               Landlord's Notice; or

28.6.2        in the event that the Additional  Lease is to be granted  pursuant
              to the  exercise  of the Option five  working  days after the date
              upon which the conditions specified in clause 28.5 above have been
              satisfied provided that if within two months of the date of notice
              of exercise of the Option (time being of the essence)  either such
              conditions  shall not have been satisfied or the Additional  Lease
              shall not have been granted then either party (not being in breach
              of its obligations under this Agreement) shall be
              entitled to terminate this Agreement in respect of the grant of 
              their claim by either party against the other.

28.7     In the event that the  Landlord  shall grant a lease to the third party
         in accordance  with the  provisions of this  Agreement  then the Option
         shall cease to have any further force or effect.

28.8     The following  provisions of this Agreement  shall apply in relation to
         the  grant of the  Additional  Lease  and  shall be  construed  as if a
         reference  therein to the "Lease" the  "Premises"  and the  "Completion
         Date"  were  reference  to  the  "Additional   Lease"  the  "Additional
         Premises" and the "Additional Lease Completion Date".

              Clauses 3.1, 3.2, 3.3, 4, 6, 7, 8, 18, 19.1.4, 21, 22, 23, 24, 25,
26.

28.9     The Tenant shall accept the Landlord's title as deduced prior to the 
         date of this Agreement.
<PAGE>
 
28.10    The Additional Lease shall be in the same form as the Lease but subject
         to the following modifications:

28.10.1       The Demised  Premises  shall be deemed to refer to the  Additional
              Premises and the Lease shall be amended as  appropriate to reflect
              this.

28.10.2       The Date of  Commencement  of Term shall be the date of the grant
              of the Additional Lease.

28.10.3       Reference  to "First  Rent  Commencement  Date" and  "Second  Rent
              Commencement  Date" shall each be replaced  with  reference to the
              "Rent  Commencement  Date"  and this  date will be the date of the
              Additional Lease.

28.10.4       If the Additional Lease is granted pursuant to the exercise of the
              Option but if the  Landlord  and the Tenant shall have been unable
              to agree the Open  Market  Rent  prior to the date of the grant of
              the Additional Lease, then the Rent Review Dates shall be the date
              of the grant of the Additional  Lease and 17 March 1999 but if the
              Landlord  and the Tenant have agreed the Open Market Rent prior to
              the grant of the Additional  Lease then the Rent Review Date shall
              be 17 March 1999.

28.10.5       The "On Account Payment" (in respect of service charge) shall be 
              the sum of(pound)70,000 per annum.

28.10.6       Reference to the First Initial Rent and the Second Initial Rent to
              be replaced with reference to the Initial Rent.
<PAGE>
 
28.11    In the event that the Tenant decides at any time that if does not wish
         to exercise the Option then the Tenant shall in good faith give written
         notice to the Landlord to that effect and shall irrevocably abandon the
         Option whereupon the provisions of clause 28.3 shall cease to have 
         effect.

28.12    The  Landlord the Tenant and the Surety  shall  execute a  supplemental
         deed upon the grant of the Additional Lease to the effect that:

28.12.1       if the Lease shall  determine  other than by the effluxion of time
              prior to the grant of the Additional  Lease then the provisions of
              this clause 28 and any  contract  created  pursuant to this clause
              shall be null and void and cease to have effect;

28.12.2       if either of the Lease or the  Additional  Lease is  forfeited  or
              terminated then this will  automatically  result in the forfeiture
              or termination of the other; and

28.12.3       neither the Lease or the Additional  Lease may be assigned without
              the concurrent assignment of the other to the same assignee.

29.   LANDLORD'S WORKS TO CREATE OFFICE ON GROUND FLOOR

29.1     Within  four weeks of the  Completion  Date  subject  to all  necessary
         consents  having  been  obtained  (which  the  Landlord  shall  use all
         reasonable  endeavours  to apply for and obtain) the Landlord  shall at
         its  sole  cost  and  expense  construct  (on the  ground  floor of the
         Building)  a new self  contained  office  (to form  part of the  Common
         Parts) in the position  shown for  identification  purposes  only edged
         blue on the plan attached to this Agreement for the purposes of housing
         security,  engineering  and other  maintenance  staff  employed  by the
         Landlord at the Building (the "Landlord Works").
<PAGE>
 
29.2     The  Landlord  shall  in  carrying  out  such  works  cause  at  little
         inconvenience  disruption and disturbance as reasonably possible to the
         carrying out of the Tenant's Works and the least  practicable  delay in
         completion of the Tenant's Works  attributable to the Landlord's  works
         shall not entitle the Landlord to implement the provisions of clause 19
         of this Agreement.


IN WITNESS,  whereof this Agreement has been executed as a deed the day and year
first above written.
<PAGE>
 
                           Diagram of Leased Premises
<PAGE>
 
                                   -SCHEDULE 1

                               Disclosed Documents

1. Date               Document                     Parties

   17 March 1989      Superior Lease (as the       Markheath Properties (1)
                      same is registered under     and Ultramar Exploration
                      Title Number AGL 8895)       Ltd (2) and Ultramar PLC (3)

2. Matter disclosed in the registers of Title Number AGL8895.
<PAGE>
 
                                   SCHEDULE 2


                                 Tenant's Works


1.    GENERALLY

1.1      The works described are to the Ground to Fourth Floor office areas and
         do not include common part or lift lobbies.

1.2      The existing  common parts (stairs,  lobbies,  toilets,  etc) are to be
         refurbished under a separate contract.

1.3      One existing lift will be available for  transporting  men and material
         (large items will need to be carried up or down the stairs).

1.4      Space will be  provided in  the rear car park for material  storage and
         rubbish
containers.

1.5 All labour must adhere to the strict  security  arrangements in place on the
site.


2.    PARTITIONS (WORKS TO BE CARRIED OUT BY UNILOCK)

2.1 Dismantle existing partitions and move surplus materials to store.

2.2      Re-erect existing partitions to new layout,  replacing plasterboard and
         other   components  as  necessary,   make  good  and  leave  ready  for
         decorations (by others).

2.3      Provide and fit new glazed partitions, as new layout. Glazed partitions
         to be formed  with two  panes of safety  glass  with  void  between  as
         existing.  Re-use existing components wherever possible.  Generally the
         glazed  partitions  will not require the  insertion of venetian  blinds
         other than to  directors  offices from Ground to Third Floor and Fourth
         Floor  East,  and all  offices to Fourth  Floor  West.  Allow to re-use
         existing  blinds  generally  but for the supply of new blinds to Fourth
         Floor West.

2.4      All solid partitions are to have acoustic quilt inserted in the void.

2.5      The existing doors and  ironmongery are to be re-used in the new layout
         (allow for new  ironmongery  to match existing and ply faced doors with
         vision panels,  where necessary).  Ironmongery shall only be re-used if
         it is fit for its  purpose.  Unilock will enter into a warranty for the
         whole of this section of the works including those materials re-used.

2.6      Wash down existing partition components and wall storage units prior to
         completion.
<PAGE>
 
3.    SUSPENDED CEILINGS

3.1      Repair ceilings as necessary Ground to Third Floors.

3.2      Clean existing ceiling where retained.

3.3      Remove existing ceiling to Fourth Floor.

3.4      Provide and fit new 600 x 600 Armstrong Dune Plus ceiling tiles on 
         exposed 15mm Armstrong White grid to Fourth Floor

3.5      Adjust existing ceiling suspension grid and tiles to accept 600 x 600m
         light fittings as required.



4.    LIGHTING

4.1      Remove existing lights and provide and fit new 600 x 600mm category two
         lighting to ground and First  Floors to provide 450 Lux at desk height.
         Confirm number of fittings included in Tender Sum.

4.2      Re-use low voltage lights (elsewhere throughout the building) to Fourth
         Floor corridor (East and West), boardroom and reception areas.

4.3      All other areas to retain  existing  fittings,  supplement as necessary
         from ground and First Floors to provide 450 Lux at desk  height.  Clean
         etc.

4.4      Adjust switching to all lights to suit new partition layouts.

4.5  Ensure   Master   switching  at  exit  points  is  till   effective   after
re-configuration.



5.    FLOOR COVERINGS

5.1 The existing raised floor is generally to be retained.

5.2 Floor boxes may be moved to new positions to suit layout. (By others).

5.3      Remove existing carpet tiles throughout.

5.4      Provide and lay carpet tiles (allow p.c. sum of(pound)200.00/m2 - 
         supply only) to all office areas.

5.5      Provide and lay vinyl  flooring  with welded joints to tea stations and
         dining area (vinyl to be laid on 4mm ply  sub-base.  Allow p.c.  sum of
         (pound)200.00/m2 - supply only).
<PAGE>
 
5.6      Provide and lay Altro D25 flooring  with welded  joints to shower areas
         including all preparation/boarding necessary.

5.7      Provide silicone sealant to perimeter of all vinyl flooring.



6.    DECORATIONS

6.1      Remove existing wall covering to under cill panels and isolated 
         columns, prepare and make good as necessary.

6.2      Emulsion plasterboard panels to partitions.

6.3      Emulsion chipboard under cill panels.

6.4      Emulsion plaster isolated columns.

6.5      Paint with oil paint all existing timber  skirtings,  framings to under
         cill  panels,  cills and  doors,  include  any timer  door  frames  and
         architraves.



7.    MECHANICAL SERVICES

7.1      reconfigure  controls and wiring to  Versatemp  units to conform to new
         partition  layouts  (minimum  of one  control  per room - more than one
         would be acceptable).

7.2      Check units are working and report any faults.

7.3      Relocate fresh air inlets/grilles to suit new layout.

7.4      Provide hot and  cold  water  supplies, and waste disposal drainage, to
         new tea stations.

7.5      Should the Tenant construct a partition over a Versatemp until then the
         Tenant will ensure  that the casing and the grill of the  partition  is
         adapted to permit the Landlord or his agents or  contractors  access to
         the Versatemp unit in order to carry out maintenance repair removal and
         replacement  of the  Versatemp  unit and the Tenant shall  restrict the
         airflow to the area containing the control if necessary.



8.    CANTEEN

      Remove remaining canteen equipment, floor coverings, wall finishes etc.
<PAGE>
 
9.    NEW TEA STATIONS

9.1      Install new Tea  Station  with  kitchen  units,  worktops  etc. In each
         station allow for the  installation of two wall units,  two base units,
         worktops,  sink (taps and waste). Allow a p.c. sum of (pound)800.00 per
         station for the supply of these items.

9.2      Install ceramic tiles splashbacks above all worktops 300mm high.  Allow
         a p.c. sum of(pound)30.00/m2 for the supply only tiles.

9.3      Provide silicone sealant to worktop/tiles, sinks, flooring, etc.



10.   WINDOW BLINDS

10.1     Generally retain existing venetian blinds Ground to Third Floors.

10.2     Check blinds are in good working order,overhaul as necessary and clean.

10.3     Remove any existing roller blinds to North Elevation (all floors).

10.4     Provide and fit new venetian blinds to North Elevation  Ground to Third
         Floors (re-use  existing  blinds from Fourth Floor and First Floor West
         where possible).

10.5     Provide and fit new venetian blinds to all Elevations  Fourth Floor and
         First  Floor  West and First  Floor  West  (25mm  blades - colour to be
         selected).



EXECUTED as a DEED by the                   )
Landlord in the presence of:                )

                                            Director

                                            Director/Secretary
