Dated June 13, 2000







                          (1) NORTHBURGH HOUSE LIMITED

                        (2) SCREAMING MEDIA.COM LIMITED




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

                              AGREEMENT FOR LEASE

                                  RELATING TO
                             FOURTH FLOOR PREMISES
                     33-41 DALLINGTON STREET, LONDON, EC1.
                     --------------------------------------





                               Hardwick Stallards
                                Centurion House
                                37 Jewry Street
                                     London
                                    EC3N 2ER

                               DX 822 London-City

                             Tel No.: 020 7423 1000

                             Fax No.: 020 7481 3002



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THIS AGREEMENT is made the 13th day of June 2000

BETWEEN


(1)   NORTHBURGH HOUSE LIMITED (Company Number 626019) whose registered office
      is at Russell Bedford House, 250 City Road, London EC1V 2QQ ("the
      Landlord" which expression shall include the person for the time being
      entitled to the reversion immediately expectant on the termination of the
      term of the Lease hereby agreed to be granted).

(2)   SCREAMING MEDIA.COM LIMITED (Company Number 3906397) whose registered
      office is at 1 Canada Square, Canary Wharf, London, E14 5DS ("the
      Tenant").

1.    DEFINITIONS AND INTERPRETATIONS

      1.1     DEFINITIONS

              "THE BUILDING"             the property at 32 and 33-41 Dallington
                                         Street and 2-6 Northburgh Street,
                                         London, ECI

              "THE COMPLETION DATE"      the date which is 5 working days
                                         following the later of (a) the
                                         Landlord's Works Completion Date and
                                         (b) the date of the Court Order

              "THE COURT ORDER"          an Order of the Mayor's and City of
                                         London Court or other county court
                                         under the provisions of Section 38(4)
                                         Landlord and Tenant Act 1954
                                         authorising the exclusion of the
                                         provisions of Sections 24-28 of that
                                         Act


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                                         in relation to the tenancy to be
                                         created by the Lease

              "THE DEMISED PREMISES"     the premises comprising part of fourth
                                         floor of the Building and more
                                         particularly described in the Lease.

              "THE LANDLORD'S WORKS
              COMPLETION DATE"           the date upon which notice is given
                                         under clause 2.3

              "THE LANDLORDS WORKS"      the creation of openings in the
                                         internal walls of the Demised Premises
                                         in such positions and in such manner as
                                         the Landlord shall in its absolute
                                         discretion determine in order to
                                         provide internal access to all parts of
                                         the Demised Premises and the re-routing
                                         of any service media necessitated by
                                         the foregoing

              "LEASE"                    the lease of the Demised Premises in
                                         the form attached hereto

              "NECESSARY CONSENTS"       all necessary consents licenses
                                         authorisations building regulation
                                         approvals which may be required from


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                                         any party authority statutory
                                         undertaker or a fire officer for the
                                         Landlord's Works

              "RENT COMMENCEMENT
              DATE"                      the date which is two months after the
                                         Completion Date

              "RENT DEED"                a rent deposit deed in the form of the
                                         draft attached hereto

              "TENANT'S WORKS"           the installation in the Demised
                                         Premises of electrical
                                         telecommunications and data cabling

      1.2     INTERPRETATION

              In this Agreement unless the context otherwise requires:

              1.2.1       Words importing any gender include every gender.

              1.2.2       Words importing the singular number only include the
                          plural number and vice versa.

              1.2.3       Words importing persons include firms companies and
                          corporations and vice versa.

              1.2.4       Any reference to any statute (whether or not
                          specifically named) shall include any statutory
                          modification or reenactment of it for the time being
                          in force and any other instrument plan regulation
                          permission and direction made or issued under it or
                          under any statutory placed by it or deriving validity
                          from it.


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              1.2.5       Reference to clauses schedules and annexures are
                          references to the relevant clause in or schedule or
                          annexure to this Agreement.


              1.2.6       Any reference to either party to this Agreement
                          includes its successors in title (without detracting
                          from the effect of any prohibition of or qualification
                          to any right of alienation).

              1.2.7       Where any obligation is undertaken by two or more
                          persons jointly those persons shall be jointly and
                          severally liable in respect of that obligation.

              1.2.8       Any obligation the Landlord or the Tenant not to do or
                          omit to do anything shall be deemed to include an
                          obligation not to allow that thing to be done or
                          omitted to be done by any person under its control.

              1.2.9       Any reference to "liability" includes where the
                          context so allows claims demands proceedings losses
                          costs and expenses.

              1.2.10      The headings to the clauses and schedules shall not
                          affect the interpretation of this Agreement.

2.    LANDLORD'S OBLIGATIONS

      2.1     The Landlord shall as soon as reasonably practicable after the
              date of the Court Order at its own expense commence and carry out
              the Landlord's Works subject to and after receiving any Necessary
              Consents for the same.

      2.2     Thereafter the Landlord shall unless prevented by exceptional
              circumstances beyond its control complete the Landlord's Works as
              soon as reasonably possible and in any event by 9th June 2000 and
              in accordance with any Necessary Consents and shall complete the
              structural parts of the Landlord's Works by 3rd June 2000.


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      2.3     As soon as the Landlord's Works have been so completed the
              Landlord or its solicitors (acting reasonably) shall notify the
              Tenant or its solicitors of that fact in writing.

      2.4     The Landlord shall carry out the Landlord's Works in a good and
              workmanlike manner using suitable materials.

3.    TENANT'S WORKS

      3.1     The Tenant shall immediately after the date hereof give details
              (in the form of a drawing and/or specification) of the Tenant's
              Works to the Landlord or its surveyor for approval (such approval
              not to be unreasonably withheld or delayed)

      3.2     Following approval of the Tenant's Works pursuant to clause 3.1
              and following completion of the structural parts of the Landlord's
              Works (as to which completion the Landlord's surveyor shall be the
              sole arbiter) the Tenant shall have licence and authority to enter
              the Demised Premises to carry out the Tenant's Works in accordance
              with clause 3.3.

      3.3     The Tenant shall carry out the Tenant's Works in a good and
              workmanlike manner using suitable materials in such a way as to
              cause no obstruction to or interference with the Landlord's Works.

4. NO OCCUPATION AND/OR DEMISE OF THE DEMISED PREMISES

      This agreement shall not operate as a demise of the Demised Premises but
      with effect from completion of the structural parts of the Landlord's
      Works the Tenant shall be entitled to occupy the Demised Premises as
      tenant at will of the Landlord from such date.

5.    COURT ORDER

      5.1     Completion of the Lease is conditional upon the Landlord and the
              Tenant obtaining the Court Order.


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<PAGE>   7
      5.2     The Landlord and the Tenant shall use all reasonable endeavours to
              obtain the Court Order and shall make a joint application for the
              same as soon as reasonably practicable following this Agreement.

6.    GRANT AND COMPLETION OF LEASE

      6.1     The Landlord will grant and the Tenant shall accept the grant of
              the Lease on the Completion Date.

      6.2     The Landlord shall procure that its solicitors produce a
              counterpart of the Lease and the Rent Deposit Deed and the Tenant
              will promptly execute the same preparatory to the grant of the
              Lease.

      6.3     Simultaneously with completion of the Lease the parties shall
              enter into and complete the Rent Deed.

      6.4     On the date of actual completion the Tenant shall pay to the
              Landlord:

              6.4.1       the amount of "the Deposited Sum" referred to in the
                          Rent Deed;

              6.4.2       "Rent" referred to in the Lease for the period from
                          the Rent Commencement Date to and including the day
                          immediately preceding the quarter day next ensuing
                          after the Rent Commencement Date;

              6.4.3       a service charge payment for the saute period
                          mentioned in paragraph 6.4.2 above at the rate of the
                          "Initial Provisional Service Charge" referred to in
                          the Lease;

              6.4.4       any other sums payable by the Tenant pursuant to the
                          terms hereof;

              6.4.5       value added tax on any or all of the above sums in
                          this clause 6.4 wherever appropriate and the Landlord
                          shall as soon as reasonably practicable thereafter
                          provide to the Tenant a valid value added tax invoice
                          addressed to the Tenant.


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<PAGE>   8
7.    TERMINATION

      The Landlord may by notice in writing to the Tenant terminate this
      Agreement before the Lease is granted if the Tenant enters into
      liquidation (except for the purposes of amalgamation or reconstruction of
      a solvent company) or passes a resolution for creditors' winding up or
      makes a proposal for a composition with its creditors or an application is
      made to the Court for an administration order or a receiver or
      administrative receiver is appointed in respect of the Tenant or any of
      the Tenant's property or if the Court Order is not obtained within three
      weeks of the date hereof.

8.    STANDARD CONDITIONS OF SALE

      Save to the extent not inconsistent herewith the Standard Conditions of
      Sale (Third Edition) shall apply and be deemed to be incorporated in this
      Agreement.

9.    GENERAL

      9.1     The Tenant shall not assign or charge its interest under this
              Agreement but will itself take up the Lease and execute and
              deliver to the Landlord a counterpart thereof.

      9.2     The Landlord shall not be obliged to deduce title to the Building
              which the Tenant accepts and the Tenant further shall not be
              entitled to raise any requisition or objection to the Landlord's
              title and/or its right to grant the Lease.

      9.3     The Demised Premises shall be let subject to all encumbrances
              affecting the Demised Premises.

      9.4     The provisions of this Agreement shall remain in full force and
              effect after the grant of the Lease as far as they are still
              required to be observed and performed and are not provided for in
              the Lease.


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      9.5     This Agreement is governed by and is to be construed in accordance
              with English Law and the parties submit to the exclusive
              jurisdiction of the English Courts.

      9.6     The Landlord shall at its own expense before the 31st day of
              December 2000 upgrade the entrance lobby to the Building in such
              manner as the Landlord shall in its absolute discretion determine
              but for the avoidance such upgrade shall not constitute any part
              of the Landlord's Works

10.   In the event that the Landlord gives licence pursuant to the Lease at any
      time during the term of the Lease for the installation by the Tenant in
      the Demised Premises of air-conditioning and at the end of the said term
      the Landlord requires the Tenant to remove the air-conditioning so
      installed the Landlord shall not charge the Tenant Rent (as that
      expression is defined in the Lease) for the last calendar month of the
      said term and the parties hereby agree that such agreement as aforesaid
      shall be contained in any licence for alterations made between the parties
      after the date hereof in respect of any air-conditioning installation in
      the Demised Premises by the Tenant




Signed on behalf of the Landlord/Tenant.........................................


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                              DATED JUNE 13, 2000






                          NORTHBURGH HOUSE LIMITED (1)

                         SCREAMING MEDIA.COM LIMITED (2)




                                      LEASE
                            RELATING TO FOURTH FLOOR
                     AT 33-41 DALLINGTON STREET, LONDON ECI
  ----------------------------------------------------------------------------




                               Hardwick Stallards
                                 Centurion House
                                 37 Jewry Street
                                 LONDON EC3N 2EX

                              Tel No: 0207 423 1000
                             Fax No.: 0207 481 3002


<PAGE>   11
                                    without limitation) any controlled special
                                    hazardous toxic radioactive or dangerous
                                    waste

              "ENVIRONMENT"         the environment as defined in Section 1(2)
                                    of the Environmental Protection Act 1990

              "ENVIRONMENTAL LAW"   any legal rule regulation or obligation
                                    whether or not having effect at the date of
                                    the Lease and whether or not having
                                    retrospective effect concerning the
                                    protection of human health or the
                                    Environment or Dangerous Substances

              "THIS LEASE"          this lease and any deed or document
                                    supplemental hereto or made pursuant hereto

              "PERMITTED PART"      each of the whole of those parts of Premises
                                    shown hatched green or yellow or blue on the
                                    plan attached to this Lease

              "PLANNING ACTS"       the Town and Country Planning Act 1990
                                    the Planning (Listed Buildings and
                                    Conservation Areas) Act 1990 the Planning
                                    (Hazardous Substances) Act 1990 the Planning
                                    (Consequential Provisions) Act 1990 and the
                                    Planning and Compensation Act 1991

              "THE PREMISES"        premises on the fourth floor in the west
                                    block of the Building as more particularly
                                    defined in the first schedule

              "CONTRACTUAL TERM"    five years from and including the date
                                    hereof

              "RENT COMMENCEMENT    the 13 day of June 2000
              DATE"


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              "RENT"                the clear yearly rent of TWO HUNDRED AND
                                    THREE THOUSAND POUR HUNDRED AND TWENTY FIVE
                                    POUNDS ([pound sterling]203,425.00) plus
                                    Value Added Tax (if applicable)

              "INTEREST RATE"       three per cent per year above the base
                                    lending rate of HSBC Bank plc

              "SERVICE PERCENTAGE
              CHARGE"               15.75 per cent subject to the provisions for
                                    variation contained in the fourth schedule

              "INITIAL PROVISIONAL
              SERVICE CHARGE"       [pound sterling] 4,000.00 per quarter plus
                                    Value Added Tax (if applicable)

              "SUPERIOR LEASE"      a lease dated 11th April 1961 made between
                                    The Governors of Sutton's Hospital In
                                    Chaterhouse (1) the Landlord (2) and Solomon
                                    Sheinman and Joseph Sheinman (3)

2.    DEFINITIONS

      2.1     The terms defined in the Particulars and in this clause 2 and in
              the fourth schedule shall for all purposes of this Lease have the
              meaning specified

      2.2     "Adjoining Property" means any neighbouring or adjoining land or
              premises (excluding the Building) in which the Landlord or a
              Group Company shall have acquired a freehold or leasehold interest

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

      2.4     "Interest" means interest during the period from the date on which
              the payment is due to the date of payment both before and after
              any judgement at

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              the Interest Rate or should the base rate referred to in this
              Particulars cease to exist such other rate of interest as is most
              closely comparable with the Interest Rate to be agreed between the
              parties or in default of agreement to be determined by the
              Surveyor

      2.5     "Rent" means the Rent (as defined in the Particulars) but such
              term excludes the Service Charge and the insurance rent
              hereinafter defined but the term "rents" means Rent and Service
              Charge and the said insurance rent and other sums hereby reserved
              as rent

      2.6     "the Surveyor" means any person or firm who or a partner in which
              is an Associate or Fellow of the Royal Institution of Chartered
              Surveyors appointed by the Landlord (acting reasonably) to perform
              any of the functions of the Surveyor under this Lease

      2.7     "Value Added Tax" means Value Added Tax as provided for in the
              Value Added Tax Act 1994 and legislation (delegated or otherwise)
              supplemental thereto and any similar tax replacing the same

3.    INTERPRETATION

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

      3.2     References to any rights exercisable by the Tenant shall be
              construed as being exercisable by the Tenant and any lawful
              subtenant and all persons properly authorised by them


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      3.3     Where the Landlord or the Tenant are two or more persons
              obligations expressed or implied to be made by or with such party
              are deemed to be made by or with such persons jointly and
              severally

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

      3.5     The expression "the Term" means the Contractual Term

      3.6     Where the consent of the Landlord is required hereunder the
              consent of the Superior Landlord shall also be required but
              nothing herein shall be construed as imposing on any Superior
              Landlord any obligation not unreasonably to refuse any such
              consent

      3.7     Any covenant by the Tenant not to do any act or thing shall be
              deemed to include an obligation not to permit or suffer such act
              or thing to be done by another person

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

4.    DEMISE

      The Landlord demises to the Tenant the Premises TOGETHER WITH the rights
      specified in the second schedule but EXCEPTING AND RESERVING to the
      Landlord the rights specified in the third schedule TO HOLD the Premises
      to the Tenant for the Contractual Term SUBJECT to all rights easements
      privileges restrictions covenants and stipulations of whatever nature
      affecting the Premises (including but not limited to the exceptions and
      reservations and the rights of entry exerciseable by the Superior Landlord
      in the Superior Lease) YIELDING AND PAYING to the Landlord:

      4.1     the Rent payable without any deduction by equal quarterly payments
              in advance on the usual quarter days in every year and
              proportionately for any period of less than a year the first such
              payment being a proportionate sum in

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<PAGE>   15
              respect of the period from and including the Rent Commencement
              Date to and including the day before the quarter day next then
              ensuing to be paid on the date hereof

      4.2     by way of further rent (payable with effect from the date hereof)
              the Service Charge payable in accordance with the fourth schedule

      4.3     by way of further or additional rent (payable with effect from the
              date hereof) ("the insurance rent") 15.75 per cent of the premium
              for insuring the Building together with all plant equipment and
              machinery therein against the risks referred to in clause 6.2
              hereof such insurance rent to be paid on the next ensuing quarter
              day after the date of payment of the premium by the Landlord
              PROVIDED ALWAYS that the Tenant shall pay any increase in the
              premium for insuring the Building occasioned by or attributable to
              the use of the Premises by the Tenant or by the business carried
              on in the Premises by the Tenant and

      4.4     by way of further rent (payable with effect from the date hereof)
              all other sums whatsoever as may become payable by the Tenant to
              the Landlord under the provisions of this Lease

5.    THE TENANT'S COVENANTS

      The Tenant covenants with the Landlord as follows:

      5.1

              5.1.1       to pay the rents herein reserved at the times and in
                          manner aforesaid

              5.1.2       if so required in writing by the Landlord to make
                          payment of Rent by bankers standing order to any bank
                          and account in the United Kingdom that the Landlord
                          may from time to time reasonably nominate


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<PAGE>   16
      5.2     to pay and discharge all rates taxes duties charges assessments
              and outgoings whatsoever whether parliamentary local parochial or
              of any other description (other than of a capital non recurring
              nature) which now are or may at the time during the Term be
              assessed charged or imposed upon the Premises or the owner or
              occupier in respect thereof (other than tax chargeable on any
              dealing by the Landlord with its reversionary interest) and
              within four days of the receipt of a notice of assessment thereof
              to produce the same to the Landlord for its inspection and where
              any such outgoings as aforesaid are charged or imposed on the
              Premises and other property to pay to the Landlord or as it may
              direct a proper proportion of such outgoings aforesaid (such
              proportion to be determined by the Surveyor acting reasonably and
              properly whose decision shall be final) and not to make any claim
              for relief against such outgoings as aforesaid without the
              Landlord's prior consent which will not be unreasonably withheld
              or delayed

      5.3     upon production of a valid value added tax invoice addressed to
              the Tenant to pay in addition to the rents and other sums hereby
              reserved and otherwise made payable under this Lease to the
              Landlord Value Added Tax in respect of all taxable supplies made
              or deemed to be made by the Landlord to the Tenant pursuant to
              this Lease or in respect of the Premises where such supply is
              taxable because of an election made by the Landlord (whether under
              paragraph 2 of schedule 10 to the Value Added Tax Act 1994 or
              otherwise) or for any other reasons

      5.4     to pay to the Landlord within 14 days of written demand all sums
              properly payable by the Landlord in respect of the water rate
              chargeable upon the Premises if the same is assessed upon the
              Landlord

      5.5     from time to time and at all times during the Term well and
              substantially to repair uphold cleanse maintain and keep the
              Premises and the appurtenances and improvements and additions
              thereto in good and substantial repair and condition (damage by
              the insured risks hereinafter defined and any other risks actually
              insured against by the Landlord excepted unless the relevant
              policy or policies of insurance effected by the Landlord shall
              have been vitiated or

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<PAGE>   17
              payment of the policy moneys refused in whole or in part by or in
              consequence of some act neglect or default on the part of or
              suffered by the Tenant or its servants agents or licensees)

      5.6     to clean the windows at least once in every month and to maintain
              in reasonable and proper repair and clean and hygienic all pipes
              wires gullies drains and other service media exclusively serving
              the Premises and not to do or permit or suffer to be done anything
              whereby any of the pipes wires gullies drains and service media
              may become obstructed

      5.7     to give notice in writing to the Landlord of any relevant defect
              in or affecting the Premises within the meaning of the Defective
              Premises Act 1972 immediately the same comes or ought in all the
              circumstances to have come to the notice of the Tenant or any
              agent or servant of the Tenant

      5.8     in the last three months of the Term howsoever determined to paint
              with two coats at least of good quality paint of a colour to be
              previously approved in writing by the Landlord (such approval not
              to be unreasonably withheld or delayed) and polish or otherwise
              treat as the case may be in a proper and workmanlike manner all
              the walls wood iron and other metal work in or about the Premises
              previously or usually painted polished or otherwise treated as
              aforesaid in the case of walls with emulsion paint and for wood or
              metal surfaces with one coat of oil based undercoat and one top
              coat of gloss paint and otherwise decorate in a proper and
              workmanlike manner and with good quality materials all such parts
              of the Premises as have been so treated and as often as may be
              necessary to clean and treat in a suitable manner for its
              maintenance in good condition all the inside wood and ironwork not
              required to be painted or polished

      5.9     to maintain and keep in good condition all flooring surfaces in
              the Premises and at the determination of the Term (howsoever
              determined) to refurbish or resurface as necessary such floors if
              damaged to the reasonable satisfaction of the Landlord in a
              similar way as such floors are surfaced at the date hereof


                                       8
<PAGE>   18
       5.10   to preserve for the benefit of the Landlord and the Premises
              and/or the Building all and any existing rights or easements
              appertaining to or reputed to appertain to the Premises and/or the
              Building and at the Landlord's request and cost to take such
              action as the Landlord may reasonably require to preserve such
              easements or rights

      5.11    to permit the Landlord or the Surveyor or the Landlord's agents
              with or without workmen and others at all reasonable times after
              at least 2 working days' notice (except in the case of emergency)
              to enter upon the Premises to examine the state and condition
              thereof and of the fixtures and fittings therein and to take
              inventories of such fixtures and fittings and to give or leave
              upon the Premises for the Tenant notice in writing of all defects
              and wants of repair there found for which the Tenant may be liable
              hereunder and calling upon the Tenant within three months
              thereafter or sooner if reasonably required to make good such
              defects and wants of repair and if the Tenant shall fail to comply
              with any such notice or shall at any time make default in the
              performance of any of the foregoing covenants for or relating to
              the repair painting or carrying out of any other works which ought
              to be carried out on the Premises by the Tenant to permit the
              Landlord (but without prejudice to the right of re-entry under the
              clause hereinafter contained) to enter upon the Premises and
              repair paint or carry out such work at the expense of the Tenant

      5.12    to repay to the Landlord within 14 days of demand the proper cost
              properly incurred of any such repair painting or other works
              carried out by the Landlord as aforesaid

      5.13    to regularly service and replace as may be required by the
              relevant fire authority all fire fighting equipment installed
              within the Premises

      5.14

              5.14.1      to keep the Premises sufficiently supplied and
                          equipped with fire fighting and extinguishing
                          appliances as are required from time to time by the
                          authorities concerned which shall be open to
                          inspection and maintained to the reasonable
                          satisfaction of the Landlord and also not


                                       9
<PAGE>   19
                          to obstruct or permit or suffer to be obstructed
                          the access to or means of working such apparatus and
                          appliances or the means of escape from the Premises
                          and to comply in all respect with all requirements of
                          the fire authority or other competent authorities for
                          the prevention and control of fire and to maintain all
                          fire check doors in a proper working condition

              5.14.2      to pay for all works which the fire authority may
                          require to be carried out to the Building by the
                          Landlord and which arise as a result of the occupation
                          or use of the Premises by the Tenant

      5.15    not without the consent in writing of the Landlord to suspend any
              weight from the ceiling or roof or use the ceiling or roof or roof
              trusses or purlins of the Premises for the storage of goods or to
              place or permit or suffer to be placed any weight thereon or to
              permit any person or persons to enter thereon save with a view to
              the execution of necessary repairs and then only in such manner as
              to subject the ceiling and roof and roof trusses to the least
              possible strain and not knowingly to load or use the structure of
              the Premises so as in any way to stain or interfere with the main
              structure thereof

      5.16    not at any time during the Term to erect or suffer to be erected
              any structures or new buildings on the Premises or any part
              thereof nor without the consent of the Landlord (not to be
              unreasonably withheld or delayed in the case of the erection
              removal or relocation of non-structural demountable partitioning)
              make any alterations or addition whether structural or otherwise
              whatsoever in or to the Premises or the fixtures fittings services
              or conveniences serving the Premises or any part or parts thereof
              or any alterations whatsoever to the exterior thereof nor under
              any circumstances to cut maim or remove any of the walls beams or
              any part thereof

      5.17    in the event of the Landlord granting its consent to the Tenant
              for the carrying out or making of any alteration or addition to
              the Premises at the end or sooner determination of the Term
              (whether determined by effluxion of time or otherwise) if the
              Landlord reasonably so requires but not otherwise well and
              substantially to reinstate the Premises (and to remove any
              addition thereto


                                       10
<PAGE>   20
              pursuant to such consent as aforesaid) to the condition that the
              same were in at the commencement of the Term or prior to such
              alteration as the case may be

      5.18    to pay to the Landlord within 14 days of written demand all proper
              charges and expenses (including reasonable legal costs and
              reasonable fees payable to the Surveyor) which may be properly
              incurred by the Landlord in or in connection with any proceedings
              under Section 146 and/or 147 of the Law of Property Act 1925
              notwithstanding that forfeiture is avoided otherwise than by
              relief granted by the Court and in respect of any steps taken in
              connection with the preparation and service of a schedule of
              dilapidation as during or within six months after the expiration
              of the Term

      5.19    not without the previous permission in writing of the Landlord
              (such permission not to be unreasonably withheld or delayed) to
              carry out any electrical work whatsoever or make any alteration to
              or extension of the electrical installation in the Premises or the
              Building and to carry out any such permitted works in such manner
              as to comply with the requirements and regulations from time to
              time issued by the Institution of Electrical Engineers

      5.20    not to use or permit or suffer the use of the Premises otherwise
              than as offices within the meaning of Use Class B1 of the Town and
              Country Planning (Use Classes) Order 1987

      5.21

              5.21.1      at the Tenant's own expense to execute all works and
                          provide and maintain all arrangements upon or in
                          respect of the Premises or the use to which the
                          Premises are being put that are required in order to
                          comply with the requirements of any Act or any
                          Government Department local authority or other public
                          or other competent authority or Court of competent
                          jurisdiction regardless of whether such requirements
                          are imposed on the Landlord or the Tenant

              5.21.2      not to do in or near the Premises any act or thing by
                          reason of which the Landlord may under any Act incur
                          have imposed upon it or become



                                       11
<PAGE>   21
                     liable to pay any penalty damages compensation costs
                     charges or expenses

              5.21.3 at its own expense to obtain from the appropriate
                     authorities all licences consents and permissions as may be
                     required for the carrying out by the Tenant of any
                     operations on or use of any part of the Premises

              5.21.4 without prejudice to the generality of the above to comply
                     in all respects with the provisions of any Act applicable
                     to the Premises or in regard to carrying on the trade or
                     business for the time being carried on upon the Premises
                     and in particular the Planning Acts and all Environmental
                     Laws

       5.22

              5.22.1 not to apply for planning permission under the Planning
                     Acts without first producing to the Landlord a copy of the
                     application and obtaining the prior written consent of the
                     Landlord (the giving or withholding of such consent shall
                     be at the sole discretion of the Landlord) AND IT IS
                     FURTHER MORE AGREED AND DECLARED that the Landlord shall be
                     under no obligation to grant licence or consent for any
                     alterations to or any change of user of the Premises or any
                     part thereof requiring express planning permission unless
                     and until the planning permission therefor has first been
                     produced to the Landlord for its inspection and unless
                     such planning permission is in such form as the Landlord
                     reasonably may require and does not contain any conditions
                     to which the Landlord reasonably may object

              5.22.2 if the Tenant shall receive any compensation with respect
                     to the interest of the Tenant hereunder because of any
                     restriction placed upon the use of the Premises or
                     otherwise howsoever under or by virtue of the Planning Acts
                     then when the Tenant's interest hereunder shall be
                     determined (whether by effluxion of time or otherwise) the
                     Tenant

                                       12
<PAGE>   22
                     shall forthwith make such provision as is just and
                     equitable for the Landlord to receive its due benefit from
                     such compensation

              5.22.3 unless the Landlord directs otherwise in writing to carry
                     out before the determination of the Term (howsoever
                     determined) any works stipulated to be carried out to the
                     Premises as a condition of any planning permission which
                     may have been granted during the Term to the Tenant and
                     implemented by the Tenant whether or not the date by which
                     the planning permission requires such works to be carried
                     out falls within the Term

       5.23   Within fourteen days of the receipt of any notice to give full
              particulars to the Landlord of any permission notice order or
              proposal relevant to the Premises or to the use thereof given to
              the Tenant or the occupier of the Premises (together with a copy
              of any notice permission letter or document) under any Act and
              without delay to take all necessary steps to comply with such
              notice if required by this Lease with the written approval of the
              Landlord (such approval not to be unreasonably withheld) and also
              at the request and (where the Tenant is not in default under this
              Lease) at the cost of the Landlord to make or join with the
              Landlord in making such objections and representations against or
              in respect of any such notice order or proposal as aforesaid as
              the Landlord reasonably requires

       5.24

              5.24.1 In this Clause 5.24 the following expressions have the
                     following meanings:

                     "Authorised Guarantee Agreement" has the meaning defined in
                     and for the purposes of Section 16 of the Landlord and
                     Tenant (Covenants) Act 1995 which shall be made by separate
                     deed

                     "Permitted Occupier" means a company which is a member of
                     the same group of companies of which the Tenant is a member
                     and meets the criteria in Section 42(1) of the Landlord and
                     Tenant Act 1954

                                       13
<PAGE>   23
              5.24.2 Not to hold on trust for another or assign charge or
                     underlet (other than an underletting of a Permitted Part)
                     or part with or share the possession or occupation of any
                     part or parts (as distinct from the whole) of the Premises
                     and not to agree so to do

              5.24.3 Not to charge part with or share possession of the whole of
                     the Premises or agree so to do or permit any person to
                     occupy the same save by way of an assignment or underlease
                     of the whole of the Premises

              5.24.4 Not to assign or underlet the whole of the Premises and not
                     to underlet a Permitted Part except as provided in this
                     Clause 5.24 and then only with the prior written consent of
                     the Landlord (such consent not to be unreasonably withheld
                     or delayed subject to Clauses 5.24.5 and 5.24.6)

              5.24.5 For the purposes of Section 19(1A) of the Landlord and
                     Tenant Act 1927 it is agreed that the Landlord shall not be
                     regarded as unreasonably withholding consent to any
                     proposed assignment of the whole of the Premises if it is
                     withheld on the ground (and it is the case) that any one or
                     more of the circumstances mentioned below exist (whether or
                     not such withholding is solely on such ground or on that
                     ground together with other grounds):

                     5.24.5.1   that in the reasonable opinion of the Landlord
                                the proposed assignee is not of sufficient
                                financial standing to be able to meet its
                                obligations under this Lease

                     5.24.5.2   that rents due under this Lease have not been
                                paid to the Landlord

                     5.24.5.3   that the proposed assignment is to a "parent
                                undertaking" a "subsidiary undertaking" or a
                                "subsidiary undertaking" of such "parent
                                undertaking" (all of which shall have the

                                       14
<PAGE>   24
                                meanings ascribed to these terms in Section 258
                                of the Companies Act 1985)

              5.24.6 On any assignment:

                     5.24.6.1   the Tenant shall enter into an Authorised
                                Guarantee Agreement which will be in such form
                                as the Landlord may reason ably require and be
                                prepared by or on behalf of the Landlord and at
                                the cost of the Tenant; and

                     5.24.6.2   if the Landlord reasonably so requires the
                                Tenant will obtain no more than two acceptable
                                guarantors for the proposed assignee who will
                                covenant by deed with the Landlord in such terms
                                as the Landlord may reasonably require and such
                                deed to be prepared by the Landlord and at the
                                cost of the Tenant; or

                     5.24.6.3   if the Landlord reasonably so requires the
                                proposed assignee will prior to the assignment
                                enter into such reasonable rent deposit
                                arrangement for performance by the proposed
                                assignee of its obligations under this Lease as
                                the Landlord may reasonably require

              5.24.7 Clauses 5.24.5 and 5.24.6 shall operate without prejudice
                     to the right of the Landlord to refuse such consent on any
                     other ground or grounds where such refusal would be
                     reasonable or to impose further conditions upon the grant
                     of consent where such imposition would be reasonable

              5.24.8 Not to underlet the whole of the Premises and not to
                     underlet a Permitted Part in either case at a fine or a
                     premium or at a rent less than the open market rent of the
                     premises so proposed to be underlet in each case at the
                     time of such underlease and without having first obtained
                     the Landlord's prior approval of such open market rent
                     (such approval not to be unreasonably withheld or delayed)

                                       15
<PAGE>   25
              5.24.9 Upon the Landlord consenting to an underletting of the
                     Premises or a Permitted Part to procure that the underlease
                     contains:

                     5.24.9.1   an unqualified covenant on the part of the
                                undertenant with the Tenant that the undertenant
                                will not assign or charge (or agree so to do)
                                any part or parts of the premises (as distinct
                                from the whole) demised by such underlease and
                                will not underlet or (save by way of an
                                assignment of the whole) part with or agree so
                                to do or share possession of or permit any
                                person to occupy the whole or any part of the
                                premises demised by such underlease

                     5.24.9.2   a covenant on the part of the undertenant with
                                the Tenant that the undertenant will not assign
                                or charge (or agree so to do) the whole of the
                                premises demised by such underlease without the
                                previous consent in writing of the Landlord
                                (such consent not to be unreasonably withheld or
                                delayed)

                     5.24.9.3   covenants by the undertenant (which the Tenant
                                undertakes to enforce) to prohibit the
                                undertenant from doing or suffering any act or
                                thing upon or in relation to the premises
                                demised by the underlease which will contravene
                                any of the Tenant's obligations in this Lease

                     5.24.9.4   a condition for re-entry on breach of any
                                covenant on the part of the undertenant

                     5.24.9.5   any underlease shall be validly contracted out
                                of Sections 24 to 28 (inclusive) of the Landlord
                                and Tenant Act 1954 by order of a competent
                                court

             5.24.10 Not to vary the terms of or accept any surrender of any
                     underlease permitted under this Clause 5.24 (or agree so
                     to do) without the


                                       16
<PAGE>   26
                     Landlord's prior written consent (such consent not to be
                     unreasonably withheld or delayed) and not to commute or
                     waive any rents payable by any such underlease

             5.24.11 Notwithstanding anything contained in this Clause 5.24 the
                     Tenant may share occupation of the Premises with a
                     Permitted Occupier PROVIDED THAT:

                     5.24.11.1  no tenancy is created by such occupation

                     5.24.11.2  the rights of the Permitted Occupier immediately
                                determine on it ceasing to fall within the
                                definition of a Permitted Occupier

                     5.24.11.3  the Tenant will give notice to the Landlord
                                within fourteen days of the commencement and
                                termination of each sharing of occupation of the
                                Premises

       5.25   From time to time during the Term to furnish to the Landlord
              within days of written demand full particulars of all derivative
              interests of or in the Premises however remote or inferior

       5.26   Within one month after the transmission of any interest under this
              Lease or derivative on it or the execution of any document dealing
              with such interest to leave with the Landlord two certified copies
              of the deed instrument or other document evidencing or effecting
              such dealing or transmission and to pay such reasonable and proper
              registration fee as the Landlord may require and to procure that
              every document creating an underletting of the Premises or any
              part of the Premises contains a similar covenant by the
              undertenant with the Tenant and the Landlord PROVIDED THAT
              registration of any such deed instrument or other document will be
              evidence of notification of such transaction to the Landlord but
              will not require the Landlord to consider the terms of such
              transaction or the said deed instrument or other document and will
              not be evidence that it has done so

                                       17
<PAGE>   27
      5.27    Not to display or permit or suffer to be displayed any sign
              placard or advertisement on the Premises other than as previously
              approved in writing by the Landlord (such approval not to be
              unreasonably withheld or delayed) and not without the previous
              consent in writing of the Landlord to affix or place or permit or
              suffer to be affixed or placed any names or notices on the walls
              or in the windows of the Building other than usual and reasonable
              trade signs and displays

      5.28    Not to do or permit or suffer to be done on the Premises any act
              or thing which is illegal or immoral or which shall be or may
              become a nuisance to the Landlord or the occupiers of the Building

      5.29

              5.29.1 not to do or permit or suffer to be done anything which may
                     invalidate any policy or policies of insurance effected by
                     the Landlord in respect of the Premises or the Building
                     and/or the rents receivable in respect thereof or which may
                     increase the premium or premiums payable in respect thereof
                     and to repay forthwith to the Landlord all sums paid by way
                     of increased premiums and all proper expenses properly
                     incurred by the Landlord in or about any renewal of any
                     such policy rendered necessary by a breach of this covenant
                     and all such payments shall be recoverable as rent

              5.29.2 forthwith on written demand from the Landlord or its
                     insurers to cease from doing or suffering to be done any
                     act or thing which has caused or may cause the insurance to
                     become void or voidable and to comply with all requirements
                     and recommendations of the insurers of which the Tenant has
                     notice in writing

              5.29.3 in the event of the Premises or any part thereof being
                     damaged or destroyed at any time during the Term and the
                     insurance money under any insurance effected thereon being
                     wholly or partly irrecoverable by reason wholly or in part
                     of any act or default of the Tenant then and in


                                       18
<PAGE>   28
                     every such case to pay to the Landlord forthwith in
                     addition to the rents the whole of the amount so
                     irrecoverable

              5.29.4 in the event of the Premises or any part thereof being
                     destroyed or damaged by any of the perils covered by the
                     insurance effected by the Landlord forthwith to give to the
                     Landlord written notice thereof

       5.30   At any time during the last six months of the Term during
              reasonable hours in the daytime and after at least two working
              days' notice to permit the Landlord or its agents to show the
              Premises to intending tenants or other persons

       5.31

              5.31.1 If the Tenant shall fail to pay the rents or any other sum
                     due under this Lease within 14 days of the due date for
                     payment whether formally demanded or not the Tenant shall
                     pay to the Landlord Interest

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

       5.32   To indemnify and keep indemnified the Landlord from and against
              all damage actions proceedings suits claims demands proper costs
              damages liability and expenses arising in any way directly or
              indirectly out of the repair state of repair condition existence
              of any alteration to or the unauthorised user of the Premises and
              for which the Tenant is liable or responsible hereunder and/or any
              breach of the Tenant's covenants contained in this Lease and from
              all proceedings proper costs claims and demands of whatsoever
              nature in respect of any such liability or alleged liability

       5.33   To yield up to the Landlord at the expiration or sooner
              determination of the Term so painted treated repaired cleansed
              maintained amended and kept as


                                       19
<PAGE>   29
              required by this Lease the Premises and all additions and
              improvements made thereto in the meantime and all fixtures of
              every kind in or upon the Premises or which during the Term may be
              affixed or fastened to or upon the same except tenant's or trade
              fixtures and prior to the expiration or sooner determination of
              the Term in case any of the Landlord's fixtures and fittings shall
              be missing broken damaged or destroyed forthwith to replace them
              with others of a similar character and of equal value and in any
              event to remove any moulding sign writing or painting or the name
              or business of the Tenant and other persons from the Premises and
              make good any damage caused to the Premises by such removal or
              removal of the tenant's fixtures fittings furniture and effects

       5.34   To permit the Landlord and all persons authorised by it at all
              reasonable times upon reasonable notice (except in emergency) to
              enter and remain upon the Premises together with work people plant
              and materials:

              5.34.1 to execute any works of construction repair decoration or
                     of any other nature within the Building or to the service
                     media or on any other Adjoining Property and to carry out
                     repairs decorations or other work which the Landlord must
                     or may carry out under the provisions of this Lease upon or
                     to the Premises

              5.34.2 to exercise without interruption or interference any of the
                     rights excepted or reserved to the Landlord by this Lease

              5.34.3 in the last six months before the determination of the Term
                     to affix a sign or signs indicating that the Premises are
                     to let

              PROVIDED THAT the Landlord and other persons so authorised shall
              cause as little inconvenience as reasonably possible and make good
              any damage to the Premises thereby caused

       5.35   To observe and perform the additional covenants and restrictions
              contained in the fifth schedule

                                       20
<PAGE>   30
       5.36   Not to do or omit to do anything which will cause the Landlord to
              be in breach of the terms of the Superior Lease

6.     THE LANDLORD'S COVENANTS

       The Landlord covenants with the Tenant as follows:

       6.1    That the Tenant paying the rents and observing the covenants on
              its part herein contained shall during the Term quietly enjoy the
              Premises without any interruption by the Landlord or any person
              lawfully claiming under it

       6.2    Either to procure insurance of the Building pursuant to the
              Superior Lease or to insure the Building (unless such insurance
              shall be vitiated by any act or omission of the Tenant or the
              Tenant's servants or agents or visitors at the Premises) in such
              sums as the Landlord shall from time to time be advised by the
              Surveyor as being the full cost of reinstatement of the Building
              (together with an appropriate addition for professional fees and
              three years' loss of Rent) against loss or damage by fire storm
              tempest flood lightning or aircraft (not being hostile aircraft)
              and things dropped therefrom explosion burst-pipes impact riot
              civil commotion malicious damage and against such other insurable
              risk or risks as the Landlord may reasonably deem prudent (all
              which said risks are herein called "the insured risks") and to
              produce to the Tenant on demand either the policy of such
              insurance and the receipt for the last premium or reasonable
              evidence from the insurers of the terms of the policy and the fact
              that the same is subsisting and in effect and (subject as
              hereinafter provided) in case of destruction of or damage to the
              Premises or the means of access thereto by the insured risks or
              any of them the Landlord will as soon as reasonably practicable
              take such steps as may be requisite and proper to obtain any
              necessary permits and consents under any regulations or Act for
              the time being in force to enable the Landlord to rebuild and
              reinstate the same and will as soon as such permits and consents
              have been obtained (which are not subject to conditions with which
              it would be unreasonable to expect the Landlord to comply) lay
              out all monies received in respect of such


                                       21
<PAGE>   31
              insurance (except sums in respect of loss of rent) in rebuilding
              or reinstating the Premises or means of access thereto so
              destroyed or damaged PROVIDED always that if for any cause
              whatsoever the rebuilding or reinstatement of the Premises shall
              be prevented or frustrated then the said sums of money shall
              belong to the Landlord for its own benefit absolutely PROVIDED
              FURTHER THAT the Landlord shall not be liable to rebuild and
              reinstate as aforesaid if the policy of insurance shall have been
              vitiated or payment refused in whole or in part as a result of
              some act or default of the Tenant or anyone at the Premises under
              its control

       6.3    Unless prevented by strike lock-out breakdown or other act matter
              or thing over which it has no control to maintain and to use all
              reasonable endeavours to carry out all functions towards the cost
              of which the Tenant is by Part C Fourth Schedule hereto liable to
              contribute save that the Landlord shall be under no obligation to
              carry out any such function where it is stated that any such
              function will be at the Landlord's discretion

7.     PROVIDED ALWAYS and it is hereby agreed that:

       7.1    If the rents or any part thereof shall at any time be in arrear
              and unpaid for fourteen days after the same shall have become due
              (whether any legal or formal demand therefor shall have been made
              or not) or if the Tenant shall at any time fail or neglect to
              perform or observe any of the covenants conditions or agreements
              herein contained and on its part to be observed or performed or if
              the Tenant shall become bankrupt or have a receiving order made
              against it or enter into any arrangement or composition for the
              benefit of its creditors or grant a Bill of Sale on the effects in
              the Premises or permit any execution to be levied on the Premises
              or (being a Company) shall enter into liquidation whether
              compulsory or voluntary (not being merely a voluntary liquidation
              for the purpose of amalgamation or reconstruction) or passes a
              resolution for winding up (save as aforesaid) or summons a meeting
              of its creditors or any of them under Part I of the Insolvency Act
              1986 or suffers a petition for an Administration Order in respect
              of it to be filed in Court or suffers a receiver or administrative
              receiver to be appointed then and in any such case it shall be

                                       22
<PAGE>   32
              lawful for the Landlord or any person or persons duly authorised
              by it in that behalf to re-enter into or upon the Premises or any
              part thereof in the name of the whole to and peaceably to hold and
              enjoy the Premises henceforth as if this Lease had not been made
              but without prejudice to any right of action or remedy of the
              Landlord in respect of any antecedent breach of any of the
              covenants by the Tenant hereinbefore contained

       7.2    The Landlord shall have power at all times without obtaining any
              consent from or making any compensation to the Tenant or to its
              underlessees or tenants for the consequences thereof to deal as
              the Landlord may think fit with any other parts of the Building
              and/or with any of the Adjoining Property and to erect or suffer
              to be erected on such other parts of the Building and/or Adjoining
              Property any buildings whatsoever whether such buildings shall or
              shall not affect or diminish the light or air which may now or at
              any time or times during the Term be enjoyed by the Tenant or any
              tenants or occupiers of the Premises or any part thereof

       7.3    Subject to the provisions of Section 38(2) of the Landlord and
              Tenant Act 1954 neither the Tenant nor any assignee or underlessee
              shall be entitled on quitting the Premises to any compensation
              under Section 37 of the said Act

       7.4    If the Premises or any part thereof or any part of the Building or
              the essential services or access thereto shall at any time be
              destroyed or damaged by the insured risks or any of them so as to
              render the Premises or any part thereof inaccessible or unfit for
              occupation or use then and in such case (unless the relevant
              policy or policies of insurance effected by the Landlord shall
              have been vitiated or payment of the policy moneys refused in
              whole or in part in consequence of some neglect or default on the
              part of or suffered by the Tenant or its servants agents or
              Licensees at the Premises) the Rent and Service Charge or a fair
              and just proportion thereof according to the nature and extent of
              the damage sustained and (if the Building is totally destroyed)
              the insurance rent shall be suspended and cease to be payable
              until the Premises shall again be rendered accessible or fit for
              occupation and use or until the expiration of three years from the
              date of the happening of such

                                       23
<PAGE>   33
              destruction or damage as aforesaid (whichever period shall be the
              shorter) and in the case of dispute as to the proportion or period
              of such abatement the same shall be referred to arbitration
              pursuant to the Arbitration Act 1996 or any statutory modification
              or re-enactment thereof for the time being in force PROVIDED THAT
              if after the expiry of the period of three years commencing on the
              date of damage or destruction as aforesaid the Premises have not
              again been rendered accessible or fit for occupation and use then
              either the Landlord or the Tenant may at any time after the expiry
              of such period but prior to the Premises becoming again accessible
              and fit for occupation and use determine this Lease by giving
              written notice to that effect to the other and upon service of
              such a valid and proper notice this Lease shall absolutely
              determine but without prejudice any rights and remedies that may
              have accrued to either party against the other and all monies
              received in respect of the Landlord's policy of insurance shall
              belong to the Landlord

       7.5    Where under the terms of this Lease the Tenant is obliged to pay
              contribute defray or otherwise account for any sum (whether of a
              specified amount or otherwise) and such sum is wholly or partly
              attributable to the supply of such goods or services as are within
              the charge to Value Added Tax the Tenant shall upon production of
              a valid Value Added Tax invoice for the full amount addressed to
              the Tenant bear and pay the cost of such Value Added Tax as is
              chargeable in respect of such goods or services as aforesaid so
              that the aforementioned sum or sums shall be deemed for all
              purposes to be increased by the amount of such Value Added Tax
              from time to time applying

       7.6    No representation or warranty is given or made nor deemed to have
              been given or made by the Landlord as to any matter under the
              Planning Acts

       7.7    The operation of Section 62 of the Law of Property Act is excluded
              from this Lease and the only rights exerciseable by the Tenant are
              those expressly set out herein

                                       24
<PAGE>   34

8.       GENERAL PROVISIONS

         8.1.     Having been authorised to do so by an Order of the Mayor's and
                  City of London Court made on June 13, 2000 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)
                  the parties agree that the provisions of Sections 24-28
                  (inclusive) of the Landlord and Tenant Act 1954 shall be
                  excluded in relation to the tenancy created by this Lease

         8.2.     Any notice required to be served on the Tenant shall be deemed
                  to have been duly sewed if left at or sent by recorded
                  delivery prepaid post to the Premises

         8.3.     The provisions of the fourth schedule shall have effect and
                  the Landlord and the Tenant covenant with each other to
                  observe and perform their respective obligations set out in
                  that schedule

         8.4.     The parties acknowledge this is a new lease for the purposes
                  of the Landlord and Tenant (Covenants) Act 1995

         8.5.     This Lease is enforceable by the parties to it and their
                  lawful assigns but any rights of any other person to enforce
                  this Lease pursuant to the Contracts (Rights of Third Parties)
                  Act 1999 are hereby excluded.

IN WITNESS whereof the parties hereto have executed this Lease as their Deed the
day and year first before written

                                       25

<PAGE>   35

                                 FIRST SCHEDULE

                                  THE PREMISES

"The Premises" means that part of the Building referred to in the Particulars
shown for the purpose of identification only edged red on the plan annexed
hereto including:

1.       The paint and paper and other decorative finishes applied to the
         interior of the external walls of the Building and the plaster and
         other finishes on the inner sides of those wails but not any other part
         of the external wails.

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

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

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

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

6.       The doors windows and window frames

7.       All additions and improvements to the Premises

8.       All the Landlord's fixtures and fittings and fixtures of every kind
         which shall from time to time be in or upon the Premises whether
         originally affixed or fastened to or upon the Premises or otherwise
         except any such fixture installed by the Tenant that can be removed
         from the Premises without defacing the same

9.       Any pipes and other service media wholly in or on the Premises that
         exclusively serve the Premises

                                       26

<PAGE>   36

                                 SECOND SCHEDULE

                                 RIGHTS GRANTED

1.       The right for the Tenant and all persons expressly or by implication
         authorised by it (in common with the Landlord and all other persons
         having a like right) to use the pedestrian ways forecourts entrance
         halls landings lifts lift shafts staircases passages and other areas
         which are from time to time during the Term provided by the Landlord
         for common use and enjoyment by the tenants and the occupiers of the
         Building and all persons expressly or by implication authorised by them
         for all proper purposes in connection with the use and enjoyment of the
         Premises.

2.       The right for the Tenant and all persons expressly or by implication
         authorised by it (in common with the Landlord and all other persons
         having a like right) to use such toilets in the Building as shall be
         designated from time to time in writing by the Landlord

3.       The right to the free passage and running (subject to temporary
         interruption for repair or alteration) of water sewage gas electricity
         telephone and other services or supplies to and from the Premises in
         and through the pipes wires and conduits that now serve the Premises
         presently laid in on over or under other parts of the Building and (if
         any) the Adjoining Property (in common with the Landlord and any other
         persons having a like right)

4.       The right of support shelter and protection for the benefit of the
         Premises as is now enjoyed from all other parts of the building

5.       The right to park two private motor vehicles within the curtilage of
         the Building in such parking spaces as the Landlord may designate from
         time to time

                                       27

<PAGE>   37

                                 THIRD SCHEDULE

                                 RIGHTS RESERVED

1.       The right to the free and uninterrupted passage and running of water
         sewage gas electricity telephone and other services or supplies from
         and to other parts of the Building or any Adjoining Property in or
         through the pipes wires conduits and other service media which now are
         or may during the Term be in on or over the Premises

2.       The right to connect into construct and maintain in on under or over
         the Premises at any time during the Term any pipes wires or conduits
         for the benefit of any part of the Building or any Adjoining Property

3.

         3.1.     the right at any time during the Term at reasonable times and
                  upon reasonable notice except in cases of emergency to enter
                  or in cases of emergency to break into and enter the Premises:

                  3.1.1.   to inspect cleanse connect to repair remove or
                           replace with others alter or execute any works
                           whatever to or in connection with the pipes wires
                           conduits easements or services referred to in
                           paragraph 1 and 2 of this schedule

                  3.1.2.   to view the state and condition of and repair and
                           maintain the Building where such viewing or work
                           would not otherwise be reasonably practicable

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

                  3.1.4.   to take schedules or inventories of fixtures and
                           other items to be yielded up upon the expiry of the
                           Term

                  3.1.5.   to exercise any of the rights granted to the Landlord
                           by this Lease

                                       28

<PAGE>   38

      PROVIDED THAT in the exercise of the foregoing rights the Landlord shall
      cause the minimum inconvenience to the Tenant and promptly make good any
      damage to the Premises thereby caused

4.       The right for any reasonable period to erect scaffolding for the
         purpose of inspecting repairing or cleaning the Building and Adjoining
         Property notwithstanding such scaffolding may temporarily restrict the
         access to or use and enjoyment of the Premises

5.       The rights of light air support protection shelter and all other
         easements and rights now or after the date of this Lease belonging to
         or enjoyed by any parts of the Building or Adjoining Property

6.       Full right and liberty at any time after the date of this Lease:

         6.1.     to alter raise the height of or rebuild the Building (and such
                  expression here excluding the Premises) or Adjoining Property
                  or

         6.2.     the right to carry out repairs to the common parts of the
                  Building or

         6.3.     to erect any other building or construction of any height in
                  such manner as the Landlord shall think fit provided that the
                  same shall not materially obstruct, affect or interfere with
                  the amenity of or access to the Premises or the passage of
                  light and air to the Premises

                                       29

<PAGE>   39

                                 FOURTH SCHEDULE

                                 SERVICE CHARGE

                                     PART A

                                   DEFINITIONS

1.       "Services" means the services facilities and amenities specified in
         Part C of this schedule.

2.       "Computing Date" means 31st March in every year of the Term or such
         other date as the Landlord may from time to time nominate and
         "Computing Date" shall be construed accordingly

3.       "Financial Year" means the period:

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

         3.2.     and subsequently between two consecutive Computing Dates and
                  "Financial Years" shall be construed accordingly

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

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

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

         4.3.     such sums (if any) as the Landlord shall (acting reasonably)
                  consider appropriate to charge in that Financial Year by way
                  of provision for

                                       30

<PAGE>   40

                  anticipated expenditure in any future Financial Year in
                  respect of any of the Services or the Additional Items

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

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

         5.1.     (if in the Financial Year in question or in any previous
                  Financial Year the Landlord had incurred any costs or expenses
                  in or incidental to making good any loss or damage covered by
                  any policy of insurance maintained by the Landlord pursuant to
                  its obligations in this Lease) all (if any) amounts recovered
                  by the Landlord in the Financial Year in question pursuant to
                  such policy of insurance and

         5.2.     (if in the Financial Year in question or in any previous
                  Financial Year the Landlord has incurred any costs or expenses
                  in or incidental to providing any of the Services or in
                  relation to any of the Additional Items which are recoverable
                  (in whole or in part) from any person other than the Tenant or
                  any other tenant in the Building) all (if any) amounts
                  recovered by the Landlord in the Financial Year in question
                  from any such person

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

7.       "Lettable Areas" means all parts of the Building not comprising any of
         the common parts which from time to time are either occupied by a
         tenant or tenants for business purposes or are so constructed or
         adapted as to be capable of being so occupied

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

                                       31

<PAGE>   41

9.       "Structure" means:

         9.1.     the entirety of the roofs and foundations of the Building

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

         9.3.     the entirety of all external walls of the Building (but
                  excluding the paint paper plaster and other finishes applied
                  to the internal faces of such walls)

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

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

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


                                     PART B

         PERFORMANCE OF THE SERVICES AND PAYMENT OF THE SERVICE CHARGE

The Landlord shall perform the Services throughout the Term provided that the
Landlord shall not be liable to the Tenant in respect of:

11.      any temporary failure or interruption in any of the Services by reason
         of necessary repair replacement maintenance of any installations or
         apparatus or their damage or destruction or by reason of mechanical or
         other defect or breakdown or frost or other inclement conditions or
         shortage of fuel materials water or labour or any other cause beyond
         the Landlord's control PROVIDED THAT any such services shall be resumed
         as soon as reasonably practicable or

                                       32

<PAGE>   42

12.      any act omission or negligence of any porter attendant or other person
         undertaking the Services or any of them on behalf of the Landlord
         except where there has been neglect on the part of the Landlord or
         where covered by any insurance policy maintained by the Landlord

13.

         13.1.    the Landlord shall as soon as possible after each Computing
                  Date prepare an account showing the Gross Annual Expenditure
                  for the Financial Year ending on that Computing Date and
                  containing a fair summary of the expenditure referred to in it
                  broken down into categories by reference to Part C and upon
                  such account being certified by the Landlord's properly
                  qualified Accountant as having been accurately prepared in
                  accordance with this Schedule it shall be conclusive evidence
                  for the purposes of this Lease of all matters of fact referred
                  to in the account except in the case of manifest error

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

         13.3.    the Tenant shall pay for the next and each subsequent
                  Financial Year a provisional sum being a reasonable and proper
                  estimate by the Landlord's managing agent or the Surveyor
                  acting as an expert and not as an arbitrator of what the
                  Annual Expenditure is likely to be for that Financial Year by
                  four equal quarterly payments in advance on the usual quarter
                  days

         13.4.    if the Service Charge for any Financial Year shall:

                  13.4.1.  exceed the provisional sum for that Financial Year
                           the excess shall be due to the Landlord within 14
                           days of demand or

                                       33

<PAGE>   43

                  13.4.2.  be less than such provisional sum the overpayment
                           shall be credited to the Tenant against the next
                           quarterly payment of the Service Charge or repaid to
                           the Tenant upon or prior to the end of the Term (as
                           the case may be)

14.

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

         14.2.    if at any time during the Term the total property enjoying or
                  capable of enjoying the benefit of any of the Services or the
                  Additional Items is increased or decreased on a permanent
                  basis or the benefit of any of the Services or the Additional
                  Items is extended on a like basis to any adjoining or
                  neighbouring property or if some other event occurs as a
                  result of which the Service Charge Percentage is no longer
                  reasonably appropriate to the Premises the Service Charge
                  Percentage shall be varied with effect from the Computing Date
                  following such event by agreement between the parties or in
                  default of agreement within three months of the first proposal
                  for variation made by the Landlord in such manner as shall be
                  determined to be fair and reasonable in the light of the event
                  in question by the Surveyor (acting as expert and not as
                  arbitrator) except that nothing contained in the Lease shall
                  imply an obligation on the part of the Landlord to provide the
                  Services or the Additional Items to any adjoining or
                  neighbouring property


                                     PART C

                                  THE SERVICES

15.

         15.1.    Maintaining and repairing rebuilding renewing and reinstating
                  the structure of the Building

                                       34

<PAGE>   44

         15.2.    Maintaining and repairing the outer half severed medially of
                  all internal non-load bearing walls dividing the Premises from
                  other parts of the Building which are not the exclusive
                  responsibility of any other tenant in the Building

         15.3.    Maintaining repairing amending altering rebuilding renewing
                  and reinstating and where appropriate treating washing down
                  painting and decorating the Retained Parts including the
                  entirety of all walls floors and ceilings surrounding and all
                  doors and windows and door and window frames in the Retained
                  Parts (but excluding any such items or parts of them the
                  maintenance of which is the exclusive responsibility of the
                  Tenant or any other tenant in the Building

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

17.      Maintaining an adequate supply of hot and cold water in the toilet
         accommodation in the Retained Parts

18.      Supplying adequate central heating to the Premises and the common parts
         of the Building

19.      Inspecting servicing maintaining repairing amending overhauling
         replacing and insuring (save insofar as insured under other provisions
         of this Lease) all plant and machinery including the lift or lifts
         which serve the Building (but excluding any items or parts of any items
         of such plant or apparatus whose maintenance is the exclusive
         responsibility of the Tenant) and all other plant or apparatus (but
         excluding any items or parts of any items of such other plant and
         apparatus whose maintenance is the exclusive responsibility of any
         other tenant in the Building)

20.      Maintaining repairing cleansing emptying draining and amending and
         renewing all pipes wires service media and conduits in on under or over
         the Building (but excluding any pipes wires or conduits or parts of
         them whose maintenance is the exclusive responsibility of any other
         tenant in the Building)

                                       35

<PAGE>   45

21.   Installing maintaining and renewing any fire alarm fire prevention and
      fire lighting equipment and sprinklers and ancillary apparatus in the
      Retained Parts


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

23.   (At the Landlord's discretion) cleaning as frequently as reasonably
      necessary the exterior of all windows and window frames in the Building
      including those that form part of the Premises and other premises let to
      individual tenants

24.   Any other services relating to the Building or any part of it provided by
      the Landlord and not expressly mentioned herein

                                     PART D
                              THE ADDITIONAL ITEMS

25.   Any sum expended by the Landlord for insurance against public liability
      and for the plate glass in the Building in such sums as the Landlord shall
      in its absolute discretion think fit

26.   The cost of employing (whether by the Landlord a Group Company the
      managing agents or any other individual firm or company) such staff or
      attendant as the Landlord may reasonably deem necessary for the
      performance of the Services and/or for the provision of a car parking
      attendant to supervise and control the parking of motor vehicles at the
      Building (if any) and the other functions and duties referred to in this
      part of the Schedule and all other incidental expenditure in relation to
      such employment

27.   The cost of the supply of electricity gas oil or other fuel for the
      provision of the Services and for all purposes in connection with the
      Retained Parts


                                       36
<PAGE>   46

28.   The amount which the Landlord shall be called upon to pay as a
      contribution towards the expense of making repairing maintaining
      rebuilding and cleansing any ways roads pavements party walls fence or
      party structures pipes service media wires or conduits or anything which
      may belong to or be used for the Building or any part of it exclusively or
      in common with other neighbouring or adjoining premises

29. The proper fees and disbursements (and any VAT payable on them) of:

    29.1   the Surveyor and the Landlord's Accountant and any other individual
           firm or company employed or retained by the Landlord for (or in
           connection with) such surveying or accounting functions or the
           management of the Building

    29.2   the Landlord's managing agent (whether or not the Surveyor) for or in
           connection with the performance of the Services and any other duties
           relating to the general management administration security
           maintenance protection and cleanliness of the Building amounting to
           10% of the Gross Annual Expenditure

    29.3   the reasonable and proper fees of the Landlord or a Group Company for
           any of the Services or the other functions and duties referred to in
           paragraph 29.1 above that shall be undertaken by the Landlord or a
           Group Company and not by a third party

30.   Any sum or turns assessed on the Landlord for non domestic rates and water
      rates in connection with the Retained Parts or the common parts of the
      Building (if levied upon the Landlord)



                                       37
<PAGE>   47
                                 FIFTH SCHEDULE
                              ADDITIONAL COVENANTS

1.

    1.1    not to cause the common parts of the Building to become untidy or
           dirty but at all times to keep the same free from deposits of
           materials and refuse

    1.2    not to obstruct the common parts of the Building nor impede the use
           and enjoyment of the same by others

    1.3    to clean both sides of the doors of the Premises as often as is
           reasonably necessary

2.  Not to bring or permit to remain upon the Premises any safe machinery goods
    or other articles which shall or may strain or damage the Premises or any
    part of them

3.

    3.1    not to permit any vehicles belonging to the Tenant or any persons
           calling on the Premises expressly or by implication with the
           authority of the Tenant to stand on any service road or any part of
           the Building or the curtilage thereto or the loading bays (if any)
           and to use all reasonable endeavours to ensure that such persons
           calling on the Premises do not permit any vehicle to stand on any
           such road or part of the Building or curtilage or loading bay

    3.2    not to convey any goods or materials to or from the Premises except
           through the entrances and service areas provided for the purpose

    3.3    to use any parking space from time to time designated by the Landlord
           for the Tenant's use for the parking of one private motor vehicle and
           to keep the same clean and tidy

4.
                                       38
<PAGE>   48
    4.1    To permit the duly authorized employees and agents of the Landlord to
           enter the Premises upon reasonable notice for the purpose of
           servicing and maintaining the intruder and fire alarm systems in the
           Building

    4.2    To permit the duly authorized employees and agents of the Landlord to
           have such access to the Premises as may be required in the event of
           an intruder alarm call or a fire alarm call

    4.3    To maintain repair and when necessary renew the intruder and fire
           alarm and ancillary equipment installed in the Premises

    4.4    Not to make any connection to such systems without the prior written
           consent of the Landlord

5.  Not to do anything which interferes with the heating cooling or ventilation
    of the common parts of the Building or which imposes an additional load on
    the heating cooling or ventilation plant and equipment

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


EXECUTED (but not delivered until the  )
date herein inserted by the affixing   )
of the Common Seal of NORTHBURGH HOUSE )
LIMITED in the presence of:-           )
                                         Director /s/ Monica Perkat-Sheinman

                                         Director/Secretary /s/ Cheryl Pack

EXECUTED as a deed for   )
SCREAMING MEDIA.COM      )
LIMITED acting by        )
                                         Director Bristows, duly
                                         authorized for and on
                                         behalf of the Tenant

                                         Director/Secretary



                                       39
<PAGE>   49
                                     DATED                         June 13, 2000

                          (1) NORTHBURGH HOUSE LIMITED


                         (2) SCREAMING MEDIA.COM LIMITED




                  --------------------------------------------
                                RENT DEPOSIT DEED

                        RELATING TO FOURTH FLOOR PREMISES
                     AT 33-41 DALLINGTON STREET, LONDON EC1
                  ---------------------------------------------



                               Hardwick Stallards
                                 Centurion House
                                 37 Jewry Street
                                 LONDON EC3N 2EX

                               DX 822 London/City

                             Tel No.: 020 7423 1000
                             Fax No.: 020 7481 3002
<PAGE>   50
                                  THIS DEED is made the      13      day of June
                                             Two thousand

BETWEEN

(1)     NORTHBURGH HOUSE LIMITED of Russell Bedford House, 250 City Road, London
        EC1 (Company No. 626019) ("the Landlord" which expression where the
        context so admits shall include successors in title of the Landlord)

(2)     SCREAMING MEDIA.COM LIMITED whose registered office is at 1 Canada
        Square, Canary Wharf, London, E14 5DS (Company No. 3906397) ("the
        Tenant")

NOW THIS DEED WITNESSETH as follows:

1.      DEFINITIONS

        In this Deed the following words and expressions shall have the
        following meanings ascribed to them:-

        "ACCOUNT"                   the bank account referred to in clause 2.2

        "RENT" and
        "TERM"                      shall have the meanings ascribed to them by
                                    and in the Lease

        "DEPOSITED SUM"             the sum of ONE HUNDRED AND NINE TEEN
                                    THOUSAND FIVE HUNDRED AND TWELVE POUNDS
                                    (pound sterling l19,5l2.00) paid by the
                                    Tenant to the Landlord and placed in an
                                    interest bearing deposit account in the name
                                    of the Landlord together with any other sums
                                    paid into the said account pursuant to the
                                    terms of this Deed and any interest credited
                                    to the said account and which has not been
                                    released to the Tenant

        "LEASE"                     a lease of the Premises for a term of five
                                    years at an initial annual rent of pound
                                    sterling 203,425.00 of even date herewith
                                    and made between the same parties as this
                                    Deed

        "PREMISES"                  the premises shortly known as Fourth Floor,
<PAGE>   51
                                    33-41 Dallington Street, London EC1 and more
                                    particularly described in and demised by the
                                    Lease

     "RELEVANT LIABILITY"           any one or more of the following:

                                    (i)      any payment of an instalment of
                                             Rent or other payment due under the
                                             Lease to be paid by the Tenant to
                                             the Land lord and which has not
                                             been paid by the Tenant to the
                                             Landlord within 21 days of the due
                                             date of payment (and in the case of
                                             the Rent whether or not demanded)

                                    (ii)     any other liquidated sum due from
                                             the Tenant to the Landlord under
                                             the Lease and which has not been
                                             paid by the Tenant within 21 days
                                             of writ ten demand

                                    (iii)    any loss or damage suffered by the
                                             Landlord or any reasonable and
                                             proper expenses properly incurred
                                             by the Landlord as a result of any
                                             failure by the Tenant to observe
                                             and perform the covenants and
                                             obligations on its part to be
                                             observed and performed in the Lease

                                    (iv)     any loss or damage suffered by the
                                             Landlord or any proper expenses
                                             properly incurred by the Landlord
                                             as a result of the determination of
                                             the Lease before the expiration of
                                             the Term by forfeiture or by the
                                             disclaimer of any liquidator or
                                             trustee in bankruptcy or otherwise
                                             than by agreement

2.   LANDLORD'S OBLIGATIONS

     2.1    The Landlord agrees to act in connection with the Deposited Sum in
            accordance with the provisions of this Deed

     2.2    The Landlord shall place the Deposited Sum with its bankers in a
            separate designated deposit account
<PAGE>   52
3.   CHARGE

     The Tenant with full title guarantee charges by way of first charge the
     Deposited Sum to the Landlord as continuing security for payment and
     discharge of any Relevant Liability from time to time existing until such
     time as the Account shall be closed in accordance with clause 7

4.   REMEDIES OF LANDLORD

     The Tenant agrees that in addition to and without prejudice to any other
     right which the Landlord may have under the Lease or otherwise the Landlord
     may at any time provided it has first given to the Tenant 7 days' notice of
     the alleged Relevant Liability and its intention to draw on the Account
     withdraw from the Account and apply all or any of the Deposited Sum in or
     towards satisfaction of any Relevant Liability from time to time existing
     but without prejudice to the generality of the foregoing:

     4.1    The Landlord shall not be obliged to accept any arrangements similar
            to the arrangements specified in this Deed on any future
            applications for its licence to any assignment of the Premises or
            any part thereof

     4.2    Payment of the Deposited Sum as aforesaid and the arrangements
            constituted by this Deed shall not entitle the Tenant to withhold
            the payment of Rent and any sums due under and the full compliance
            with all the lessee's covenants and conditions contained in the
            Lease

5.   MAINTENANCE OF DEPOSITED SUM

     The Tenant covenants with the Landlord that if the Landlord shall on any
     occasion make any withdrawal from the Account in accordance with the terms
     hereof then the Tenant will within 7 days of written demand pay to the
     Landlord a sum equal to the amount which has been withdrawn from the
     Account

6.   INTEREST

     Subject to the provisions of clause 4 hereof all interest and income earned
     on the Deposited Sum shall belong to the Tenant and be credited to such
     account and released to the Tenant twice yearly within 21 days of the
     account having been credited subject also to:
<PAGE>   53
     6.1    All deductions of tax and other deductions which the Landlord is by
            law required to make

     6.2    There being no Relevant Liability existing at the time

7.   REPAYMENT OF DEPOSITED SUM

     Subject to the provisions hereof and to the observance and performance by
     the Tenant of all of the covenants on the part of the Tenant and the
     conditions contained in the Lease and this Deed the Deposited Sum (together
     with all interest accrued thereto and not previously paid to the Tenant)
     shall be repaid to the Tenant upon the earlier of the occurrence of the
     events mentioned in sub-paragraphs 7.1 and 7.2 below:-

     7.1    The date upon which the Tenant shall assign the Lease with the
            previous written consent of the Landlord to an assignee acceptable
            to the Landlord in accordance with the provisions of the Lease in
            that regard; or

     7.2    The date upon which all of the following circumstances shall have
            occurred:-

            7.2.1     One month has passed following the expiry of the Term; and

            7.2.2     The Landlord has been given vacant possession of the
                      Premises; and

            7.2.3     The Landlord has confirmed in writing (such confirmation
                      not to be unreasonably withheld or delayed) that the
                      Landlord has no claim for material breach of any of the
                      terms of the Lease

8.   PERFECTION OF SECURITY

     The Tenant covenants with the Landlord that the Tenant shall execute any
     document or take any action which the Landlord may properly require in
     order to perfect the security referred to in this Deed.

9.   AGREEMENTS

     The Landlord and the Tenant agree that:-
<PAGE>   54
     9.1    The liability of the Landlord and the Tenant pursuant to the Lease
            from time to time shall not be limited by the provisions of this
            Deed

     9.2    The rights of the Landlord under this Deed are given without
            limitation to the rights of the Landlord pursuant to the Lease

     9.3    The proviso for re-entry contained in the Lease shall be
            exerciseable as well upon any breach of any covenant or obligation
            contained in this Deed as on the happening of any of the events
            mentioned in the Lease

     9.4    The Landlord shall be free to assign the benefit of this Deed at any
            time to a transferee of the reversion of the Lease and on and with
            effect from the date of completion of the disposal of the reversion:

            9.4.1     The Landlord's rights under this Deed in respect of the
                      Deposited Sum shall enure for the benefit of the new
                      reversioner as soon as the new reversioner shall have
                      joined with the Landlord to deliver to the Tenant a deed
                      containing a covenant by the new reversioner with the
                      Tenant that the new reversioner is bound by the terms of
                      this Deed as if the new reversioner had sealed this Deed
                      as the Landlord; and

            9.4.2     The Tenant releases the Landlord from all liability of
                      whatsoever nature in relation to or otherwise arising in
                      connection with the Deposited Sum and the provisions of
                      this Deed

     9.5    The Tenant shall not be entitled to withhold any Rent or other
            monies or refrain from discharging any of its obligations under the
            Lease by reason of the existence of the Deposited Sum

     9.6    The Deposited Sum shall not be treated as an advance payment of Rent
            or any other sum payable under the Lease nor entitle the Tenant to
            claim relief from forfeiture of the Lease

IN WITNESS whereof this Deed has been duly executed as a Deed by the parties
hereto the day and year first before written

EXECUTED (but not delivered             )
until the date herein inserted)         )
by the affixing of the Common           )
Seal of NORTHBURGH HOUSE                )
<PAGE>   55
LIMITED in the presence of:-            )
                                        Director   /s/ Monica Perkat-Sheirman
                                        Director/Secretary  /s/Cheryl Pack
EXECUTED as a deed by                   )
SCREAMING MEDIA.COM LIMITED)
Acting by
                                        Director  /s/ Alan Ellman
                                        Director/Secretary  /s/ William P. Kelly

Source: OneCLE Business Contracts.