DATED                                                                       2000
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                            REFUGE ASSURANCE plc (1)


                           DIGITAL ISLAND LIMITED (2)


                        DIGITAL ISLAND INCORPORATED (3)



                               COUNTERPART LEASE

                                       of


                        Cargo 30, Staines Road, Bedfont






                                                                          TUCKER
                                                                          TURNER
                                                                        KINGSLEY
                                                                      WOOD & Co.
                                                                  18 BEDFORD ROW
                                                                 LONDON WC1R 4EQ
                                                              TEL: 020 7242 3303
                                                              FAX: 020 7831 1732
                                                              REF:   DJ/UFP.1793
<PAGE>

                                  PARTICULARS

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1.  DATE OF THIS DEED                                                      2000

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2.  LANDLORD                      REFUGE ASSURANCE plc of Refuge House Alderley
                                  Road Wilmslow Cheshire SK9 1PF (Company
                                  Registration Number 1364)

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3.  TENANT                        DIGITAL ISLAND LIMITED of 12 Plumtree Court
                                  London EC4A 4HT (Company Registration Number
                                  3730837)

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4.  SURETY                        DIGITAL ISLAND INCORPORATED of 45 Fremont
                                  Street 12th Floor San Francisco California
                                  94105

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5.  PREMISES                      ALL THOSE land and premises situate and known
                                  as Cargo 30, Staines. Road, Bedfont

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6.  AGREED TERM                   20 years from and including the date hereof

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7.  RENT                          (Pounds)73l,766 per annum (subject to review)

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8.  RENT COMMENCEMENT DATE

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9.  THE INITIAL PERIOD            From the Rent Commencement Date to the next
                                  quarter day

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10.  RENT REVIEW DATES            29th September 2005 and every fifth
                                  anniversary of that date

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11.  PERMITTED USE                Any use within Class B1(c) B2 and B8 of the
                                  Town & Country Planning (Use Classes) Order
                                  1987 (to which Clause 2.8 of Part One Hereof
                                  shall not apply) or any sui generis use

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12.  HOURS OF ACCESS              24 hour access

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<PAGE>

                                   CONTENTS


                                                                        
PART ONE: DEFINITIONS AND INTERPRETATION                                    1
 1. DEFINITIONS                                                             1
 2. INTERPRETATION                                                          3
PART TWO: DEMISE AND RENT                                                   4
 1. DEMISE                                                                  4
 2. RENT                                                                    4
PART THREE: GENERAL TENANT'S COVENANTS                                      6
 1. RENT                                                                    6
 2. OUTGOINGS                                                               6
 3. REPAIRS AND DECORATION                                                  7
 4. ALTERATIONS                                                             8
 5. SIGNS                                                                   9
 6. USER                                                                    9
 7. ALIENATION                                                             10
 8. LEGAL OBLIGATIONS                                                      13
 9. PLANNING                                                               14
10. ENCROACHMENTS                                                          16
11. LANDLORD'S RIGHTS                                                      16
12. COSTS                                                                  17
13. INDEMNITY                                                              17
14. YIELDING UP                                                            18
15. RELEASE OF LANDLORD                                                    18
16. VAT                                                                    18
PART FOUR: INSURANCE                                                       19
 1. LANDLORD'S INSURANCE COVENANTS                                         19
 2. TENANT'S INSURANCE COVENANTS                                           21
 3. ABATEMENT OF RENT                                                      22
PART FIVE: LANDLORD'S COVENANTS                                            23
PART SIX: RENT REVIEW                                                      24
 1. DEFINITIONS AND INTERPRETATION                                         24
 2. THE RENT REVIEW                                                        25
 3. FIXING THE REVIEWED RENT                                               26
 4. DELAYED REVIEW                                                         27
 5. MEMORANDA OF REVISED RENT                                              27
 6. RESTRICTIONS                                                           27
PART SEVEN: PROVISOS AND AGREEMENTS                                        28
 1. RECOVERY OF MONEY                                                      28
 2. USER WARRANTY                                                          28
 3. EASEMENTS                                                              28
 4. COVENANTS                                                              28
 5. LIABILITY                                                              29
 6. COMPENSATION                                                           29
 7. NOTICES                                                                29
PART EIGHT: FORFEITURE                                                     30
 1. RIGHT OF RE-ENTRY                                                      30
 2. INSOLVENCY                                                             30
PART NINE: GUARANTEE                                                       32
 I. INTRODUCTION                                                           32
 2. SURETY'S COVENANT                                                      32
SCHEDULE I: RIGHTS                                                         34
SCHEDULE 2: EXCEPTIONS AND RESERVATIONS                                    35
SCHEDULE 3: INCUMBRANCES                                                   36
SCHEDULE 4: REGULATIONS                                                    37

<PAGE>

THIS LEASE is made on the date stated in the Particulars

BETWEEN:

(1)  The Landlord specified in the Particulars ("the Landlord")

(2)  The Tenant specified in the Particulars ("the Tenant")

(3)  The Surety (if any) specified in the Particulars ("the Surety")

PART ONE:      DEFINITIONS AND INTERPRETATION

1.   DEFINITIONS

In this Lease the following words and expressions shall have the following
meanings unless the context otherwise requires:

1.1  "Authority" means any statutory public local or other competent authority
or a court of competent jurisdiction

1.2  "Conducting Media" means any pipe tube duct flue shaft sewer drain conduit
gutter watercourse wire cable fibre channel and other medium for the passage or
transmission of water soil gas air smoke electricity light information or
otherwise and all ancillary equipment motors or structures

1.3  "Determination of the Term" means the determination of the Term by re-entry
notice surrender or otherwise

1.4  "full indemnity basis" means such sum as is required to indemnify and save
harmless the Landlord from the liability it has incurred or will incur so that
any taxation by the Court will be as between Solicitor and Own Client on the
footing that all work done was reasonably done on the client's instructions and
all disbursements were reasonably incurred

1.5  "Insured Risks" means the risk of loss or damage by fire storm tempest
flood lightning explosion and (in peacetime) aircraft articles dropped from
aircraft riot civil commotion malicious damage impact bursting and overflowing
of water tanks apparatus and pipes and such other perils against which the
Landlord may from time to time deem necessary to insure against

1.6  "Interest" means interest at the rate of 3% above the base rate for the
time being of National Westminster Bank PLC (or in the event of such base rate
ceasing to exist such other reasonably commensurate rate of interest as the
Landlord may from time to time specify in writing) SUCH interest to run from day
to day with rests on the usual quarter days from the date 14 days after the sum
due becomes payable (whether formally demanded or not) as well after as before
any judgement until payment is actually received by the Landlord

1.7  "Landlord" includes any person for the time being entitled to the reversion
(whether immediately or not) expectant on the Determination of the Term

1.8  "Landlord's Surveyor" means any person or firm appointed by or acting for
the Landlord (including any employee of the Landlord) to perform the function of
a Surveyor for any purpose of this Lease

1.9  "Lease" means this lease as from time to time varied or supplemented by
deed licence or otherwise

1.10 "Particulars" means the details on the preceding pages headed "Particulars"

1.11 "Planning Acts" means the Town and Country Planning Act 1990 Planning
(Listed Buildings and Conservation areas) Act 1990 Planning (Consequential
Provisions) Act
<PAGE>

1990 Planning (Hazardous Substances) Act 1990 Planning and Compensation Act 1991
and any subsequent Act of Parliament containing provisions relating to town and
country planning and all statues regulations and orders issued therefrom or
deriving validity therefrom

1.12      "Premises" means the land and premises described in the Particulars
and each and every part thereof including:-

1.12.1    all boundaries belonging to the Landlord

1.12.2    all additions and improvements to the Premises;

1.12.3    any Conducting Media that serves the Premises

1.12.4    the Landlord's fixtures and other articles which now are or may during
the Term be installed in the Premises

1.13      "Regulations" mean the regulations set out in Schedule 4 and any
others from time to time published by the Landlord in addition to or in
substitution for those regulations in the interests of good estate management

1.14      "Rent" means the annual rent specified in the Particulars or such
other amount as is from time to time agreed or determined pursuant to Part Six
or otherwise

1.15      "Sign" means any name device advertisement placard fascia board sign
pole flag mast aerial or satellite dish

1.16      "Surety" shall if he is an individual include his personal
representatives

1.17      "Tenant" includes the Tenant's successors in title and assignees

1.18      "Term" means the Agreed Term and any continuation or extension of it
whether by agreement operation of law or otherwise

2.  INTERPRETATION

In this Lease:-

2.1       Obligations and liabilities of a party comprising more than one person
are obligations and liabilities of such persons jointly and severally

2.2       Words importing one gender include all other genders

2.3       The singular includes the plural and vice versa

2.4       A covenant by the Tenant not to do something shall be construed as
including a covenant not to permit or knowingly suffer it to be done by a third
party

2.5       A consent or approval to be given by the Landlord is not effective
unless it is in writing and signed by or on behalf of the Landlord

2.6       Paragraph headings are for ease of reference only and are not to have
any effect on its construction and interpretation

2.7       References to any right of the Landlord to have access to the Premises
shall be construed as extending to the Superior Lessor (if any) and to all
persons authorised by the Landlord and the Superior Lessor (if any) (including
agents professional advisers contractors workmen and others)

                                       5
<PAGE>

2.8  Reference to a statute includes any amendment modification extension
consolidation or re-enactment of it and any statutory instrument regulation or
order made under it which is for the time being in force

2.9  Reference to any consent required from the Landlord includes the like
consent of any superior landlord where required under the terms of a superior
lease but nothing herein shall be construed so as to impose or imply any
obligation on the part of a superior landlord not unreasonably to refuse or
withhold any such consent

2.10 The Particulars shall be read and construed as forming part of the Lease

PART TWO:      DEMISE AND RENT

1.   DEMISE

The Landlord demises the Premises to the Tenant:

1.1  Together with the rights (if any) set out in Schedule 1

1.2  Except and reserving to the Landlord the matters set out in Schedule 2

1.3  To hold the same to the Tenant for the Agreed Term

1.4  Subject to all rights easements restrictions covenants and liabilities
affecting the Premises other than financial charges including (without prejudice
to the generality of the foregoing) those contained or referred to in any
documents listed in Schedule 3

2.   RENT

The Tenant will pay the following rents to the Landlord without any deduction:

2.1  The Rent by equal quarterly payments in advance on the usual quarter days
in every year (and proportionately for any time less than a year) the first
payment to be made on the Rent Commencement Date in respect of the Initial
Period

2.2  The insurance rent (as determined pursuant to Part Four) on demand the
first payment (being the proportion of the current premium for the period from
the date hereof to the next premium renewal date) to be paid on the date hereof

2.3  Interest VAT (if applicable) and all other sums as and when the same shall
become payable under the Lease

                                       6
<PAGE>

PART THREE:    GENERAL TENANT'S COVENANTS

The Tenant covenants with the Landlord as follows:-

1.   RENT

1.1  To pay (whether formally demanded or not) the Rent and other rents reserved
by Part Two on the days and in the manner specified without any deduction or set
off

1.2  To pay all reasonable and proper legal costs and bailiffs' commission
incurred by the Landlord of and incidental to every distress levied by the
Landlord on the Tenant's goods for the recovery of overdue rent

1.3  To pay to the Landlord Interest on Rent and VAT (if applicable) if not paid
on the due date and Interest on any other rent if not paid within 14 days of
demand

1.4  If so required in writing by the Landlord to pay the Rent by Bankers Order
or Credit Transfer to any Bank Account which the Landlord may from time to time
nominate

2.   OUTGOINGS

2.1  To pay and indemnify the Landlord against all rates taxes assessments
impositions duties charges and outgoings now or at any time during the Term
payable by the owner or occupier of or otherwise due in respect of the Premises
(except any tax assessed on the Landlord or any superior landlord in respect of
its ownership of or rental income from or any dealing with its reversionary
interest)

2.2  Not to make any claim for relief against outgoings payable in respect of
the Premises without the Landlord's consent

2.3  To pay and keep the Landlord indemnified against all VAT which may from
time to time be charged on the Rent or on any other monies payable by the Tenant
under the Lease subject to the Landlord providing the Tenant with a valid VAT
invoice

2.4  To pay and indemnify the Landlord against all reasonable arid proper
charges for electricity gas and other services at the Premises

2.5  To pay a fair proportion (to be conclusively determined by the Landlord or
the Landlord's Surveyor) of the expense incurred in respect of any repairing
rebuilding and cleansing of any party walls fences structures Conducting Media
Common Parts or other things common to or used in common by the Premises and
other property

3.   REPAIRS AND DECORATION

(Subject to the provisions relating to insurance set out in Part Four of the
Lease):

3.1  At all times during the Term when and as often as necessary shall require
well and substantially to cleanse repair amend support and uphold the Premises
and from time to time when necessary rebuild renew or reinstate to the
satisfaction of the Landlord all the present and future buildings structures and
amenities forming part of the Premises the Conducting Media serving the same and
all fixtures fittings additions plant and machinery and improvements which may
at any time be fastened or affixed to or erected or placed upon or in the
Premises (damage by Insured Risks excepted) AND it is hereby declared that the
generality of this provision shall neither restrict nor be restricted by any
other clause or sub-paragraph of this Lease

3.2  As and when required by the Landlord to clean (and repaint where
applicable) the external surfaces of the Premises

3.3  To clean the Premises regularly and maintain them at all times in a clean
and tidy condition

                                       7
<PAGE>

3.4    To clean all windows and all glass within the Premises regularly and at
least once a month

3.5    To execute all works to the Premises required by virtue of any statute

3.6    To keep all carpets (if any) clean and replace the same as often as may
be necessary and in the last year of the Term with carpets of a similar kind and
quality with a design or colour previously approved by the Landlord

3.6.1  To keep the forecourts roads pathways and car park (if any) in a neat and
tidy condition and in good and substantial repair and properly lighted
3.6.2  To keep any other part of the Premises which may not be built on free
from all weeds and all landscaped areas properly cultivated

3.7    To decorate and keep the interior and the exterior of the Premises
decorated to a high standard (in any event not less frequently than once in any
period of five years in respect of the interior and once in any period of three
years in respect of the exterior) and also to the Landlord's reasonable
specification in the last six months of the Term)

3.8    To repair or replace forthwith by new articles of a similar kind and
quality any fixtures fittings plant or equipment in the Premises (other than
tenant's or trade fixtures and fittings) which shall become in need of repair or
replacement

3.9    Within three months (or sooner in emergency) of receipt of notice from
the Landlord of any breach of this Clause to carry out the repair cleaning
decoration or other work required to remedy the breach and if the Tenant fails
diligently to comply with such notice and the Landlord enters the Premises to
carry out such work the Tenant shall upon demand pay to the Landlord all
reasonable and proper costs which the Landlord so incurs

3.10   To enter into and maintain throughout the Term comprehensive maintenance
arid safety contracts with reputable engineers for the maintenance and safety of
any plant apparatus machinery (including any lifts hoists boilers or air-
conditioning or central heating installations) and produce to the Landlord on
demand any such contract and the receipt for the current payments due thereunder

4.     ALTERATIONS

4.1    Not to make any alteration or addition to the structure of the building
on the Premises

4.2    Not to make any alteration or addition of a non-structural nature to the
Premises without the Landlord's prior consent (such consent not to be
unreasonably withheld) and such consent if granted may be subject to conditions
including conditions to provide for payment of any expenses incurred by the
Landlord including any professional fees incurred and for reinstatement of the
Premises by the Tenant to the reasonable satisfaction of the Landlord's Surveyor
and it is agreed (but not limited to) that consent shall be deemed to be
reasonably withheld if in the Landlord's opinion such alterations will
contravene fire regulations or any other statutory provisions provided that the
Tenant shall be permitted to install alter or remove internal demountable
partitioning at any time without the consent of the Landlord

5.     SIGNS

5.1    Not to fix any Sign outside the Premises nor to the exterior or interior
of any door or window unless permitted by this Clause

5.2    Not to display any flashing or moving Sign which is visible from outside
the Premises

5.3    Not to display any Sign which is visible from outside the Premises except
to indicate the name and business of the Tenant in a size style and manner first
approved by the Landlord (such approval not to be unreasonably withheld)

                                       8
<PAGE>

6.     USER

6.1    Not to use the Premises otherwise than for the Permitted Use

6.2    Not to reside or sleep on the Premises nor use them for any sale by
auction or for any dangerous noisy or offensive purpose or for any illegal or
immoral activity nor as a betting shop amusement arcade or a sex shop

6.3    Not to use the Premises in a manner which may be or become or cause a
nuisance disturbance inconvenience injury or damage to the Landlord or any other
person

6.4    Not to commit wilful voluntary or permissive waste spoil or destruction
in or on the Premises

6.5    To keep the Premises in rateable occupation and not to do anything which
might prejudice or diminish the Landlord's reversionary interest

6.6    Not to make use of the Conducting Media beyond their capacity nor in a
manner which may block or damage them and in particular not to stop up or
obstruct or permit oil grease or other deleterious matter or substance to enter
any drain

6.7    Not to overload the floors of the Premises and in particular:

6.7.1  Not to place suspend deposit or store in the Premises such a quantity or
weight of furniture equipment or goods as may or may appear to the Landlord or
its agents to be likely to strain overload or otherwise injure or endanger the
floors roof lifts or structure of the Premises or neighbouring premises

6.7.2  Not to bring into or place in the Premises any heavy article fixture or
fitting unless the weight and position of it has been approved by the Landlord
(such approval not to be unreasonably withheld or delayed

6.7.3  Not to use or suffer the Premises to be used in such a manner as to
subject the same or any adjoining building to any strain (including without
prejudice to the generality of the forgoing any strain caused by vibrations)
beyond that which it is designed to bear

6.7.4  On any application by the Tenant for the Landlord's consent under this
sub-clause the Landlord shall if reasonably necessary to do so be entitled to
consult and obtain the advice of a consulting engineer in relation to the floor
loading proposed by the Tenant and the Tenant shall repay to the Landlord on
demand the reasonable and proper fees of such consulting engineer

6.8    To comply with the Regulations

6.9    Not to store any noxious substance on the Premises

6.10   To observe good environmental practices

7.     ALIENATION

7.1    Generally

Unless otherwise permitted by this Clause not to hold the Premises expressly or
impliedly on trust for another person or part with possession of the Premises or
share occupation of the Premises with another person

7.2    Assignments

7.2.1  Not to assign a part (as distinct from the whole) of the Premises

7.2.2  Not to assign the whole of the Premises:

                                       9
<PAGE>

7.2.2.1  unless the proposed assignee has within three months prior thereto
first covenanted by deed with the Landlord in such form as the Landlord may
reasonably require that with effect from the date of the assignment and for the
remainder of the Term the assignee will pay the Rent and observe and perform all
the provisions of the Lease to be observed and performed by the Tenant; nor

7.2.2.2  unless the Tenant and the Surety (if any) first enter into an
authorised guarantee agreement with the Landlord with respect to the performance
of the tenants covenants by the assignee (in accordance with Section 16 of the
Landlord and Tenant (Covenants) Act 1995), nor

7.2.2.3  if the Landlord so requires without first procuring a covenant by deed
with the Landlord in the terms set out in Part Nine from two individuals who are
(or a company which is) acceptable to the Landlord as surety for the assignee;
nor

7.2.2.4  without the prior consent of the Landlord which will not be
unreasonably withheld or delayed

7.3    Charges

7.3.1  Not to charge part (as distinct from the whole) of the Premises

7.3.2  Not to charge the whole of the Premises (except to a bank or similar
financial institution) for the purpose only of borrowing money on the security
of the Lease without obtaining three months prior thereto the consent of the
Landlord which will not be unreasonably withheld

7.4    Under1ettings

7.4.1  Not to underlet a part (as distinct from the whole) of the Premises

7.4.2  Not to underlet the whole of the Premises:

7.4.2.1  Unless the proposed undertenant has within three months prior thereto
first covenanted by deed with the Landlord in such form as the Landlord may
reasonably require that with effect from the date of the underlease and during
the term thereof the undertenant will observe and perform all the covenants on
the Tenant's part (other than the covenant to pay rent) and the conditions
contained in this Lease and observe and perform all the provisions of the
underlease to be observed and performed by the undertenant; nor

7.4.2.2  If the Landlord so requires without first procuring a covenant by deed
with the Landlord in the terms set out in Part Nine from two individuals who are
(or a company which is) acceptable to the Landlord as surety for the
undertenant; nor

7.4.2.3  Except by way of a "Permitted Underlease"; nor

7.4.2.4  Without the prior consent of the Landlord which will not be
unreasonably withheld

7.4.3   A "Permitted Underlease" is an underlease which:

7.4.3.1  Is granted without a fine or premium

7.4.3.2  Reserves a rent not less than the rent for the current use (or for use
within Class B8 of the Town and Country Planning (Use Classes) Order 1987 if
used for that purpose) which the Tenant ought reasonably to obtain in the open
market upon the grant of such underlease

7.4.3.3  Incorporates provision for the review of rent at the same times and on
the same basis as in the Lease

7.4.3.4  Is (so far as is consistent with an underlease) in a form substantially
the same as the Lease

                                       10
<PAGE>

7.4.3.5    Is excluded from the operation of Sections 24-28 of the Landlord and
Tenant Act 1954

7.4.4    To enforce and not waive or vary the provisions of an underlease

7.4.5    To operate at the relevant dates of review the rent review provisions
contained in an underlease but not to agree the rent upon such a review without
the prior approval of the Landlord

7.4.6    Not to vary the terms of or accept any surrender of any Permitted
Underlease (or agree to do so) without the Landlord's consent

7.5      Associated Companies

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

7.5.1.1  For so long as both the Tenant and that company remain members of the
same group

7.5.1.2  Provided that within 21 days of such sharing the Landlord receives
notice of the company sharing occupation and the address of its registered
office and its irrevocable written acknowledgement that for so long as it
occupies the Premises the Landlord has the same right to distrain against its
assets on the Premises as against the assets of the Tenant

7.6      Notification

7.6.1    Upon request from time to time to provide within one month all
information which the Landlord may request under Section 40(1)(a) and (b) of the
Landlord and Tenant Act 1954

7.6.2    Within 28 days of any devolution of interest in or affecting the
Premises (or any review of the rent payable under an underlease) to provide the
Landlord's Solicitors with a certified copy of the document effecting or
evidencing such devolution (including a rent review memorandum) and to pay such
reasonable registration fee as the Landlord's Solicitor may require being not
less than (Pounds)40 (plus VAT) and such fees as may be payable to any superior
landlord

8.       LEGAL OBLIGATIONS

8.1      In this Clause "Legal Obligation" means any present or future statute
statutory instrument or bye-law or any present or future regulation order notice
direction code of practice or requirement of any Authority insofar as it relates
to the Premises or to their occupation or use but irrespective of the person on
whom such obligation is imposed

8.2      If the Tenant receives from an Authority formal notice of a Legal
Obligation it shall forthwith produce a copy to the Landlord and if such notice
is in the Landlord's opinion contrary to the interests of the Landlord the
Tenant shall make such objection or representation against such Legal Obligation
at the Landlord's cost as the Landlord may require but otherwise shall at its
own expense observe and comply with all Legal Obligations

8.3      Where a Legal Obligation requires the carrying out of works the Tenant
shall so far as such Legal Obligation permits also comply with the provisions of
the Lease in relation to such works

8.4      The Tenant shall not do or omit to do in relation to the Premises or
their use or occupation anything by reason of which the Landlord may incur any
liability whether for costs a penalty damages compensation or otherwise

8.5      Without prejudice to the generality of this Clause the Tenant shall in
particular observe and comply with all Legal Obligations of any appropriate
Authority relating to health and safety means of escape in case of fire and the

                                       11
<PAGE>

protection and preservation of life and property carrying out such works of
modification and improvement to the Premises as may from time to time be
required by such Legal Obligations

8.6      The Tenant shall carry out any works to the Premises not only in
accordance with all Legal Obligations but also with good quality materials and
in a good and workmanlike manner to the reasonable satisfaction of the Landlord

8.7      The Tenant shall perform and observe all covenants and other provisions
contained or referred to in any document listed in Schedule 3 insofar as they
relate to or affect the Premises or their use or occupation

8.8      The Tenant shall promptly give notice to the Landlord of any defect of
which the Landlord may have a liability or duty of care under the Lease the
Defective Premises Act 1972 or otherwise

9.       PLANNING

9.1      The provisions of this Clause supplement the general obligations
imposed by Clause 7.6.2

9.2      Not to commit a breach of planning control (as defined in Section 172
of the Town and Country Planning Act 1990) in relation to the Premises

9.3      To observe and comply with the Planning Acts in relation to the
Premises

9.4      Not to make any application under the Planning Acts (whether for
planning permission or otherwise) in relation to the Premises without the
Landlord's prior written consent and then only in a form previously approved by
the Landlord (which consent and approval shall not be unreasonably withheld in
relation to the Premises where works permitted by the Landlord under Clause 4
require planning permission)

9.5      To supply to the Landlord promptly and without further request copies
of all applications notices decisions and other formal communications under the
Planning Acts which relate in any way to the Premises and where such
communications relate only to the Premises or to an application made by the
Tenant then the Tenant shall at its own expense take such action to protect the
Landlord's interests as the Landlord may require

9.6      Not to implement a planning permission until the Landlord has given its
consent (such consent not to be unreasonably withheld where planning permission
is granted pursuant to an application approved by the Landlord and where the
Landlord's interests are not likely to be prejudiced by the implementation of
such planning permission)

9.7      Where a planning permission imposes conditions the Landlord may before
giving consent to its implementation require the Tenant:

9.7.1    to provide reasonable security for compliance with the conditions and

9.7.2    to undertake that if it implements the planning permission it will
carry out prior to the Determination of the Term all works which the planning
conditions may at any time require

9.8      Where on the Tenant's application a planning permission is refused or
granted subject to conditions and the Landlord produces Counsel's opinion that
the Landlord's interests are thereby materially prejudiced and that a planning
appeal is justified the Tenant shall at its own expense prosecute such an appeal

10.      ENCROACHMENTS

10.1     Not to stop up darken or obstruct any window or light at the Premises

10.2     Not to permit and to take all reasonable measures to prevent any new
window light opening doorway pathway conduit or other encroachment or easement
being made or acquired in against out of or upon the Premises

                                       12
<PAGE>

11.     LANDLORD'S RIGHTS

11.1    To permit the Landlord to exercise any right excepted and reserved by
Schedule 2 and in addition the right to enter the Premises at all reasonable
times after not less than two days' notice (except in emergency) with tools and
equipment (if appropriate):

11.1.1  to inspect the Premises to ascertain whether the Tenant is complying
with the Lease or to view their state and condition or to make surveys or to
show the Premises to prospective tenants or purchasers or for any other
reasonable purpose

11.1.2  to execute works following the Tenant's failure to comply with a notice
served under Clause 3.10 (without prejudice to any other remedy available to the
Landlord)

11.1.3  to take schedules or inventories

11.1.4  to inspect or execute works of repair maintenance decoration
construction alteration improvement or otherwise to any adjacent property
belonging to the Landlord and to erect scaffolding notwithstanding interference
with the access of light or air to the Premises or temporary interference with
any other right or easement but so far as practicable pedestrian access to the
Premises and supplies of water gas and electricity and drainage (where
applicable) will be maintained at all times during normal business hours

11.2    The Tenant will permit the affixation to suitable parts of the Premises
of reletting notices during the six months preceding the Determination of the
Term and of notices relating to the disposal or acquisition of any reversionary
interest at any time

12.     COSTS

To pay on a full indemnity basis all reasonable and proper expenses (including
professional advisers' reasonable and proper costs and fees and costs incurred
by the Landlord in the employment of staff) incurred by the Landlord and any
superior landlord in connection with incidental to consequent upon and (where
appropriate) in contemplation of:

12.1    An application for the Landlord's consent (whether or not the consent is
given or the application is withdrawn)

12.2    A schedule of dilapidations or a schedule of want of repair during the
Term or after the Determination of the Term

12.3    A notice pursuant to a provision of the Lease or under Sections 146 or
147 of the Law of Property Act 1925 and proceedings under those Sections even if
forfeiture is avoided otherwise than by relief granted by the court

12.4    The recovery of arrears of Rent or other sums payable under the Lease

12.5    The enforcement of any covenant or obligation of the Tenant under the
Lease

12.6    Abating a nuisance which the Tenant fails to abate

13.     INDEMNITY

To be responsible for and to indemnify and keep the Landlord indemnified on a
full indemnity basis against all claims demands actions or proceedings made or
brought and all losses damages costs expenses and liabilities incurred suffered
or arising directly or indirectly in respect of or otherwise connected with:

13.1    The use and occupation of the Premises

                                       13
<PAGE>

13.2    The state of repair and condition of the Premises (except to the extent
(if any) caused by any act or default of the Landlord)

13.3    Any act omission or negligence of the Tenant or of any other person at
the Premises with the express or implied authority of the Tenant or of anyone
deriving title through the Tenant

13.4    Any breach of any covenant or other provision of the Lease to be
observed or performed by the Tenant

14.     YIELDING UP

Upon the Determination of the Term to:

14.1    Remove all signs and tenant's fixtures and fittings and furniture and
effects making good any damage to the Premises so caused

14.2    Yield up the Premises in a state and condition consistent with due
compliance by the Tenant with its covenants and obligations under the Lease

15.     RELEASE OF LANDLORD

Not to unreasonably withhold or delay consent to a request made by the Landlord
in accordance with Section 8 of the Landlord and Tenant (Covenants) Act 1995 for
a release from the covenants on the part of the Landlord contained in the Lease
to the extent (if any) that such covenants continue to bind the Landlord
assigning the reversion

16.     VAT

16.1    To keep the Landlord informed about the VAT status of the Tenant's (or
any Undertenant's) use of the Premises

16.2    To indemnify the Landlord in respect of adverse input VAT repercussions
arising as a result of the Tenant's taxable use of the Premises falling below
80%

                                       14
<PAGE>

PART FOUR:  INSURANCE

1.          LANDLORD'S INSURANCE COVENANTS

1.1         The Landlord covenants with the Tenant as follows:

1.1.1       To insure with such insurers and through such agency as the Landlord
thinks fit (but for the avoidance of doubt the Landlord shall not be liable to
account to the Tenant for any profit or commission received) and subject to such
excesses exclusions or limitations as the Landlord or its insurers may require
and subject to such conditions as insurance cover against such risk is generally
available:

1.1.1.1     The Premises (excluding all plate and other glass in the Premises)
against the Insured Risks for a sum sufficient to cover the cost of
reinstatement assuming total loss including all applicable VAT and ancillary
costs (such as demolition site clearance boarding and propping and professional
fees) and appropriate allowances for inflation

1.1.1.2     The loss of all Rent and applicable VAT for such period (being not
less than 3 years) as the Landlord may from time to time reasonably consider
sufficient to complete reinstatement of the Premises following a total loss and
for such sum as takes into account any likely rent review during the period

1.1.1.3     Third party and public liability at the Premises for such sum as the
Landlord may from time to time consider prudent

1.1.1.4     Such matters in relation to the Premises not otherwise specifically
mentioned in this Part of the Lease as the Landlord from time to time considers
prudent Provided that:

1.1.1.4.1 Where there are within the Premises goods or passenger lifts or
hoists or air-conditioning or central heating installations the Landlord may
insure such fixtures and fittings separately and in such manner and amount as
the Landlord may at its absolute discretion determine

1.1.1.4.2 The Landlord shall have full power to settle and adjust with insurers
all questions with regard to the liability of insurers and the amount or amounts
payable under any policy

1.1.2     Upon reasonable request from time to time to produce to the Tenant a
copy of full details of the policies of Insurance and evidence that they are in
force

1.1.3     In the event of destruction or damage to the Premises by an Insured
Risk then unless payment of the insurance monies has been refused in whole or in
part by reason of any act or default of the Tenant or anyone under its control
and subject to the Landlord being able to obtain all necessary consents and
subject to such consents not being granted subject to conditions which would be
unreasonable in all the circumstances the Landlord will reinstate and rebuild
the Premises

Provided that:

1.1.3.1     The Landlord shall not be obliged to re-build to exactly the same
plan or standards as before the occurrence of the insured peril but merely in
such manner and to such designs specifications and plans as safety and normal
commercial prudence on the part of an owner of the Premises would require

1.1.3.2     If such rebuilding or renewal is frustrated or is not in the opinion
of the Landlord reasonably practicable:

1.1.3.2.1 The whole of such money received shall belong to the Landlord

                                       15
<PAGE>

1.1.3.2.2 Either party may at any time after three years has elapsed from the
date of destruction or damage and the Premises has not been rebuilt due to such
frustration give the other not less than three months notice of its wish to
determine this Lease and immediately on the expiration of such three months this
Lease shall absolutely determine but without prejudice to the rights and
remedies of either party against the other in respect of any antecedent claim or
breach of any of the covenants conditions terms and agreements contained in this
Lease

2.        TENANT'S INSURANCE COVENANTS

The Tenant covenants with the Landlord as follows:

2.1       To pay to the Landlord without any deduction on demand:

2.1.1     All premiums and other expenses incurred by the Landlord in effecting
insurance against loss of rent

2.1.2     All premiums and other expenses (including valuation fees) incurred by
the Landlord in effecting and maintaining the other insurance

2.1.3     All monies which the Landlord is unable to recover under a policy of
insurance by reason of an act default or omission of the Tenant

2.1.4     All monies which are irrecoverable by reason of:

2.1.4.1     A condition of the policy or

2.1.4.2     The imposition by the insurer or the reasonable acceptance by the
Landlord of an obligation to bear part of an insured loss (commonly called an
excess)

2.2       To comply with the requirements and recommendations of the insurers or
an Authority in relation to the Premises

2.3       Not do or omit to do anything which may make any policy of insurance
void or voidable in whole or in part or increase the premium for any policy or
cause the insurers to impose more onerous terms in any policy but if as a result
of a breach of this covenant a premium is increased then the Tenant will
forthwith upon demand pay to the Landlord the whole of such increase

2.4       To supply and maintain such fire fighting equipment on the Premises as
the insurer or an Authority may require

2.5       To notify the Landlord forthwith of any loss damage or destruction of
or relating to the Premises and of any other event which comes to the attention
of the Tenant and which may affect or give rise to a claim under a policy of
insurance

2.6       Not to effect any insurance equivalent to the Insurance but if in
breach of this covenant it does so it shall pay to the Landlord all monies
received under such insurance

2.6.1     To insure in the joint names of the Landlord and the Tenant all the
plate and other glass in the Premises against breakage or damage howsoever
caused in its full reinstatement value for the time being through the Landlord's
agency with insurers specified or approved by the Landlord

2.6.2     To produce to the Landlord on demand the policy and the receipt for
the current year's premium

2.6.3     To lay out as soon as possible all monies received from such insurance
in reinstating the glass

3.        ABATEMENT OF RENT

                                       16
<PAGE>

3.1  If the Premises are destroyed or so damaged by an Insured Risk that the
Premises are wholly or partially unfit for occupation and use and the insurance
has not been vitiated or any payment refused by reason of some act neglect or
default of the Tenant or someone deriving title through the Tenant or some
person with the express or implied authority of either of them then the Rent or
a fair proportion thereof according to the nature and extent of the damage
sustained shall cease to be payable until the Premises are again fit for
occupation and use (to the extent only that such loss of Rent is recoverable
under Insurance against loss of Rent) or three years from the date of the damage
or destruction whichever is the earlier

3.2  A dispute as to the amount or duration of such cesser of Rent shall be
referred to arbitration under the Arbitration Act 1996 the arbitrator to be
appointed (failing agreement between the Parties) by the President of the Royal
Institution of Chartered Surveyors upon the application of either Landlord or
Tenant

                                       17
<PAGE>

PART FIVE:   LANDLORD'S COVENANTS

Subject to the Tenant paying the Rent and other sums due under the Lease and
complying with its covenants the Landlord covenants with the Tenant to permit
the Tenant peaceably and quietly to hold and enjoy the Premises without any
interruption or disturbance by the Landlord or by those lawfully claiming under
or in trust for the Landlord

                                       18
<PAGE>

PART SIX:           RENT REVIEW

1.     DEFINITIONS AND INTERPRETATION

1.1    In this part of the Lease the following words and expressions have the
following meanings unless the context otherwise requires:

1.1.1  Open Market Rent" means the annual rent at which the whole of the
Premises (or the sum of its respective parts whichever is the greater) would be
let in the open market by a willing landlord to a willing tenant:

1.1.1.1        Assuming that:

1.1.1.1.1  the Premises are available to let (with vacant possession at the
commencement of the term) on the open market without a fine or premium under a
lease for a term of equal length to the Agreed Term on the same terms and
conditions as the Lease other than as to the amount of rent (but including the
provisions for rent review)

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

1.1.1.1.3  if the Premises have been destroyed or damaged they have been fully
restored

1.1.1.1.4  the Premises are fully fitted out and equipped and are available and
fit for immediate occupation and use

1.1.1.1.5  no work has been carried out to the Premises (unless by the Landlord
or a superior landlord) which has diminished their rental value

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

1.1.1.1.7  All parts of the Premises may be used for the Permitted Use and for
any purpose (in addition to the Permitted Use) permitted under the Planning Acts

1.1.1.2        But disregarding:

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

1.1.1.2.2  any goodwill attached to the Premises by reason of the carrying on of
the business of the Tenant or any undertenant or any of their respective
predecessors in title

1.1.1.2.3  the taxable status of the Landlord or the Tenant for the purposes of
VAT or any other tax

1.1.1.2.4  any effect on rent of the Restrictions

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

1.1.1.2.6  any effect on rent attributable to any improvement to the Premises
carried out to the Premises before or after the date of this Lease otherwise
than in pursuance of an obligation to the Landlord or its predecessors in title
to the extent only that such improvement has been carried out without cost to
the Landlord or its predecessors in title

1.1.1.2.7  any effect on rent of the absence of any rental concession and/or
inducements which might on a new letting with vacant possession be granted
and/or given to a tenant

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

                                       19
<PAGE>

1.2    Time is not of the essence

2.     THE RENT REVIEW

At each Rent Review Date the rent shall be reviewed in accordance with the
provisions of this part of the Lease and from and after each Rent Review Date
the rent payable in respect of the Premises shall be the greater of:

2.1    the rent payable immediately before the Rent Review Date,

2.2    the Open Market Rent on the Rent Review Date,

2.3    the Open Market Rental based on the further assumption that the actual
use of the Premises is for a B8 use multiplied by 121.5%

3.     FIXING THE REVIEWED RENT

The Open Market Rent shall be determined as follows:

3.1    It shall be such annual rent as shall be agreed between the Landlord and
the Tenant at any time or in absence of agreement determined by an independent
Chartered Surveyor appointed jointly by the Landlord and the Tenant before a
date two months prior to the Rent Review Date, and

3.2    If the Landlord and the Tenant have not agreed the appointment of such
independent Chartered Surveyor before the said date two months prior to the Rent
Review Date then as determined by an independent Chartered Surveyor appointed on
the application of either party alone by the President for the time being of the
Royal Institution of Chartered Surveyors (or any person authorised by him to
make appointments on his behalf), and

3.3    In either case it shall be at the Landlord's sole option to elect whether
such independent Chartered Surveyor is to act as an expert or as an arbitrator
in accordance with the provisions of the Arbitration Act 1996

Provided that:

3.3.1  such independent Chartered Surveyor shall afford to each of the parties
hereto an opportunity to make representations to him up to the date of his
decision

3.3.2  if the independent Chartered Surveyor shall die or become unwilling or
incapable of acting or if for any reason the President for the time being of the
Royal Institution of Chartered Surveyors (or the person acting on his behalf)
shall in his absolute discretion think fit he may by writing discharge the
independent surveyor and appoint another in his place (which procedure may be
repeated as often as necessary)

3.4    The costs of the independent Chartered Surveyor shall be borne equally
between the Landlord and the Tenant or as the independent Chartered Surveyor
directs

4.     DELAYED REVIEW

Where the reviewed rent is not ascertained prior to the Rent Review Date then in
respect of the period of time ("the Interval") beginning with the Rent Review
Date and ending on the date on which the reviewed rent is agreed or such
determination shall have been published the Tenant shall continue to pay rent at
the rate equal to the rent payable immediately before the Rent Review Date (such
payment being on account of the rent for that period)

Provided that:

4.1    At the expiration of the Interval there shall be due as a debt payable by
the Tenant to the Landlord on demand a sum of money equal to the amount whereby
the reviewed rent shall exceed the yearly rent payable

                                       20
<PAGE>

immediately before the Rent Review Date but duly apportioned on a daily basis in
respect of the Interval ("the Excess")

4.2    To the Excess there shall be added interest thereon (at 3% below the
Interest rate) from the Rent Review Date until the excess is received by the
Landlord

5.     MEMORANDA OF REVISED RENT

Where Rent is increased with effect from a Rent Review Date the Landlord and the
Tenant shall sign memoranda thereof (such memoranda to be prepared by the
Landlord at the cost of the Tenant) for annexation to both the original and the
counterpart of the Lease

6.     RESTRICTIONS

Where Restrictions are in force at any of the Rent Review Dates the Landlord
shall when such Restrictions are removed relaxed or modified be entitled (on
giving not less than one month's notice in writing to the Tenant) to proceed
with any review of the rent which may have been prevented (or further to review
the rent in respect of any review where the Landlord's right was restricted or
modified) and the date specified in the said notice shall be deemed for the
purposes hereof to be a Rent Review Date (providing nevertheless that nothing
herein contained shall be construed as varying any subsequent Rent Review Dates)
and the Landlord shall be entitled to recover any resulting increase in rent
with effect from such date as shall then be permitted by law

PART SEVEN:    PROVISOS AND AGREEMENTS

It is provided and agreed as follows by the parties to this Lease:

1.     RECOVERY OF MONEY

In addition to any other remedy available to the Landlord all moneys due from
the Tenant to the Landlord under the Lease may be recoverable as if such moneys
were reserved as Rent

2.     USER WARRANTY

The Landlord does not warrant that the Premises may lawfully be used for any
purpose authorised under the Lease

3.     EASEMENTS

3.1    The Tenant is not entitled to and the Premises do not enjoy any right of
light or air which might restrict or interfere with the free use of any other
property for building or any other purpose

3.2    The operation of Section 62 of the Law of Property Act 1925 is excluded
from the Lease and the only rights granted with the Premises are those expressly
granted in the Lease

3.3    A person exercising any right of entry granted or reserved under the
Lease in order to carry out works must:

3.3.1  give reasonable prior notice to the relevant party (except in emergency)

3.3.2  exercise the right in a mariner which causes as little damage and
inconvenience as is practicable in the circumstances

3.3.3  make good any physical damage caused as soon as is reasonably practicable

4.     COVENANTS

                                       21
<PAGE>

4.1  Nothing contained or implied in the Lease gives the Tenant the benefit of
or the right to enforce or to prevent the release or modification of any
covenant agreement or condition relating to other property

4.2  Each covenant in the Lease by the Tenant remains in full force at law and
in equity notwithstanding any waiver or release temporarily or permanently
revocably or irrevocably of any other covenant in the Lease or of any covenant
affecting other property

5.   LIABILITY
5.1  The Landlord is not responsible to the Tenant or to anyone in the Premises
with the Tenant's express or implied authority for any accident injury damage or
loss

5.2  The Landlord is not responsible for any accident injury damage or loss
resulting or alleged to result from the negligence act or omission of any tenant
employee officer or agent of the Landlord or of any other person in the Premises

6.   COMPENSATION

Any statutory right of the Tenant to claim compensation from the Landlord
whether on vacating the Premises or otherwise is excluded t6 the extent that the
law allows

7.   NOTICES

The provisions contained in Section 196 of the Law of Property Act 1925 as to
notices apply to this Lease provided that any notice to be served on the
Landlord shall at the same time also be served upon it at its Property
Department at 55 Gracechurch Street London EC3V 0UF

                                       22
<PAGE>

PART EIGHT:    FORFEITURE

1.   RIGHT OF RE-ENTRY

The Landlord may at any time after the occurrence of any of the following events
re-enter the Premises whereupon this demise shall absolutely determine (but
without prejudice to any right of action of the Landlord in respect of any
arrears of Rent or any antecedent breach of covenant):

1.1  If any Rent remains unpaid 21 days after it is due (whether formally
demanded or not); or

1.2  If any covenant or stipulation in the Lease which is to be performed or
observed by the Tenant is not performed or observed; or

1.3  If the Tenant (or any party included within the definition of the Tenant)
is a company and effects a return or reduction of capital; or

1.4  If the Tenant permits any execution or distress to be levied on any goods
in the Premises; or

1.5  If the Tenant (or any one party included within the definition of the
Tenant) becomes Insolvent (as defined in the next Clause)

2.   INSOLVENCY

"Insolvent" means for the purposes of this part of the Lease :-

2.1    In relation to a company that:

2.1.1  it is deemed unable to pay its debts as defined in Section 123 of the
Insolvency Act 1986 (referred to as "the Act" in the remainder of this Clause);
or

2.1.2  a proposal is made for a voluntary arrangement under Part I of the Act;
or

2.1.3  a petition is made for an administration order under Part II of the Act;
or

2.1.4  a receiver or manager is appointed whether under Part III of the Act
(including an administrative receiver) or otherwise; or

2.1.5  it goes into liquidation as defined in Section 247(2) of the Act (other
than a voluntary winding up solely for the purpose of amalgamation or
reconstruction while solvent); or

2.1.6  a provisional liquidator is appointed under Section 135 of the Act; or

2.1.7  a proposal is made for a scheme of arrangement under Section 425 of the

Companies Act 1985; and

2.2    In relation to an individual that:

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

2.2.2  a bankruptcy petition is presented to the Court or his circumstances are
such that a bankruptcy petition could be presented under Part IX of the Act; or

2.2.3  he enters into a deed of arrangement

                                       23
<PAGE>

PART NINE:     GUARANTEE

1.   INTRODUCTION
The parties agree and declare as follows:

1.1  Where a Surety is a party to the Lease the Surety covenants with the
Landlord as set out in the next Clause

1.2    Where a surety for an assignee is required such surety shall covenant
with the Landlord as if it were the Surety under the Lease except that the
guarantee will take effect only from the date of the relevant assignment and
extend only to the obligations of the assignee

1.3    where a surety for an undertenant is required such surety shall covenant
with the Landlord as if it were the Surety under the Lease except that the
guarantee will extend only to the obligations of the undertenant under the
underlease and the provisions relating to disclaimer of the Lease will not apply

2.     SURETY'S COVENANT

The Surety covenants with the Landlord (for the benefit of the Landlord and of
the person in whom from time to time the reversion immediately expectant upon
the Determination of the Term is vested without the need for any express
assignment) that:

2.1    During the Term the Tenant shall punctually pay the Rent and observe and
perform the covenants and other provisions of the Lease and in case of default
the Surety will pay the Rent and observe and perform the covenants and
provisions in respect of which the Tenant is in default and make good to the
Landlord on demand and indemnify the Landlord against all losses damages costs
and expenses thereby arising or incurred by the Landlord

2.2    The liability of the Surety under Clause 2.1 shall not be affected in any
way by:

2.2.1  any neglect or forbearance of the Landlord in enforcing payment of Rent
or observance or performance of the covenants and provisions of the Lease

2.2.2  any time or indulgence given to the Tenant by the Landlord

2.2.3  any refusal by the Landlord to accept Rent from the Tenant following a
breach of covenant by the Tenant

2.2.4  any agreement with the Tenant any licence or consent granted to the
Tenant or any variation in the terms of the Lease

2.2.5  the death of the Tenant (if an individual) or the dissolution of the
Tenant (if a company)

2.2.6  a surrender of part of the Premises except that the Surety will have no
liability in relation to the surrendered part in respect of any period following
the date of surrender

2.2.7  any other act matter or thing apart from the express release in writing
of the Surety

2.3    If during the Term the Tenant (being a company) enters into liquidation
or (being an individual) becomes bankrupt and the liquidator or the trustee in
bankruptcy disclaims the Lease the Surety shall upon written notice from the
Landlord given within twelve months afier the date of disclaimer accept a new
lease of the Premises for a term equal to the residue then remaining unexpired
of the Agreed Term at the Rent then being paid under the Lease and otherwise
subject to the same covenants and provisions as in the Lease (without however
requiring any other person to act as guarantor) such new lease to take effect
from the date of disclaimer and to be granted at the cost of the Surety who
shall execute and deliver to the Landlord a counterpart of it

                                       24
<PAGE>

2.4    If the Lease is disclaimed and for any reason the Landlord does not
require the Surety to accept a new lease pursuant to Clause 2.3 the Surety shall
pay to the Landlord on demand an amount equal to the difference between any
money received by the Landlord for the use or occupation of the Premises and the
Rent (if higher) which would have been payable had the Lease not been disclaimed
for the period commencing with the date of disclaimer and ending upon the date
twelve months after the date of disclaimer or (if earlier) the date upon which
the Premises are relet

                                       25
<PAGE>

SCHEDULE 1: RIGHTS

All rights and benefits contained in any entries in Title No. NGL242839

                                       26
<PAGE>

SCHEDULE 2: EXCEPTIONS AND RESERVATIONS

The following rights are excepted and reserved to the Landlord:

1.  All rights which the Tenant covenants to permit under Part Three of the
Lease

2.  The free and uninterrupted passage of water and soil through the relevant
Conducting Media and of gas electricity and other services (if any) through the
relevant conducting Media which now are in on or passing through or under the
Premises and which serve other property of the Landlord or the Landlord's
tenants

3.  Full rights to use and build upon or alter any property now or hereafter
belonging to the Landlord or the Landlord's Tenants (and not hereby demised) at
any time for any purpose in any manner whatsoever notwithstanding that the
access of light and air to the Premises is thereby diminished

4.  All rights of support and other easement and all quasi- easements rights and
benefits of a similar nature now enjoyed or intended to be enjoyed by any other
property held by the Landlord or by any Tenants of the Landlord

                                       27
<PAGE>

SCHEDULE 3: INCUMBRANCES

Date        Deed                            Parties

30.11.1999  Section 106 Agreement  (1)  The Mayor and Burgesses of the London

                                            Borough of Hounslow

                                            (2)  The Landlord


All matters contained or referred to in Title Number NGL242839

                                       28
<PAGE>

SCHEDULE 4: REGULATIONS

1.  Not to leave or park so as to cause any obstruction in or on any approach
roads except in the appropriate car parking spaces (if any) any motor car motor
bike or other vehicle belonging to or used by the Tenant or occupier of the
Premises

2.  Not to allow any article belonging to or under the control of the Tenant to
lie or stand on the pavement in front of the Premises or any forecourt or any
other outside area of the Premises

3.  Not to cause any lands roads or pavements abutting the Premises to become
untidy or in a dirty condition

4.  Not to deposit any waste rubbish or refuse on any part of the land within
the Premises

5.  Not to cause any grit or noxious or offensive effluvia to be emitted from
any engine furnace chimney or other apparatus within the Premises without using
the best possible means for preventing or counteracting such emission

6.  Not to excavate for dig remove sell or dispose of any minerals earth clay
gravel chalk or sand from the Premises or to sink any well

7.  Not to keep any animals in or about the Premises

8.  Not to use any sound amplification equipment in a manner which is audible
outside the

Premises

9.  To secure the Premises against intrusion when not in use

10. To take due precaution to avoid water freezing in any Conducting Media
within the Premises

11. To keep down vermin

                                       29
<PAGE>

12.  To ensure the Landlord has at all times written notice of the name address
and telephone number of at least two keyholders of the Premises


The Common Seal of DIGITAL ISLAND
LIMITED was hereunto affixed in the presence
of

Director



Director/Secretary



The Common Seal of DIGITAL ISLAND
was hereunto affixed in the
presence of:-


Director



Director/Secretary

                                       30

Source: OneCLE Business Contracts.