DATED                    2000


                                WCRS    LIMITED


                                       to


                        LOUDEYE TECHNOLOGIES UK LIMITED

                        Draft/
                                   UNDERLEASE

                                      of
                        Ground and Lower Ground floors
                      8-10 Lower James Street, London W1


                        TERM              3YEARS

                      FROM                   21 December 2000

                       BASIC RENT            (Pounds)[167,270 ] p.a.





                               Cannings Connolly
                         Hiligate House 26 Old Bailey
                                London EC4M 7HQ
<PAGE>

<TABLE>
<CAPTION>
CONTENTS

Clause                            Headings                          Page
<S>                                                                 <C>
1  Definitions and Interpretation ...................................  3

2  Demise and Rent .................................................. 10

3  Tenant's Covenants ............................................... 11

4  Landlord's Covenants.............................................. 11

5  Forfeiture........................................................ 12

6  Miscellaneous .................................................... 14

7  Proper Law ....................................................... 16




Schedule 1 Rights granted............................................ 18

Schedule 2 Exceptions and Reservations............................... 20

Schedule 3 Title Matters............................................. 22

Schedule 4 Service Charge............................................ 23

Schedule 5 Insurance................................................. 33

Schedule 6 Tenant's Covenants........................................ 36

Schedule 7 Landlord's Covenants...................................... 50
</TABLE>


Annexures



1     Plan

2     Authorised Guarantee Agreement

                                       2
<PAGE>

THIS UNDERLEASE made on
BETWEEN:

(1)  WCRS LIMITED (Company Number 1737774) whose registered office is at 5
     Golden Square London WIR 4BS (the "Landlord"), and

(2)  LOUDEYE TECHNOLOGIES UK LIMITED (Company Number 3929919) whose registered
     office is at Carmelite 50 Victoria Embankment London EC4Y ODX (the
     "Tenant")

     WITNESSES as follows:

1    Definitions and Interpretation
-----------------------------------

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

     "Annexure" means an annexure to his Lease

     "Authorised Guarantee Agreement" means an authorised guarantee agreement
     within the meaning of the Landlord and Tenant (Covenants) Act 1995 in the
     form of Annexure 2 or in such other form as the Landlord may reasonably
     require.

     "Authority" means any statutory public local or other authority or any
     court of law or any government department or any of them or any of their
     duly authorised officers

     "Basic Rent" means the sum of (Pounds)167,270 per annum

     "Building" means the building known as 8-10 Lower St James Street, London
     W1

     "Business Day" means any day (other than Saturday or Sunday) on which banks
     are open in England for banking business generally

     "Common Parts" all parts of the Building which are available or provided by
     the Landlord for the general use in common by the Landlord and the tenants
     or occupiers of the Building (including, but without limitation, any of the
     following: accessways, entrances, corridors, lobbies, stairways, lifts,
     courtyards, pavement lights, external paviours, toilets, bin stores or
     other refuse facilities and the Corridor and the Fire Escape Staircase) but
     excluding any such forming part of any Lettable Areas

     "Corridor" means the corridor forming part of the Building at ground floor
     level as shown edged green on the plan annexed to the Superior Lease which
     provides

                                       3
<PAGE>

     pedestrian access from the Superior Landlord's adjoining and/or
     neighboring property to Lower James Street

     "Conduits" means sewers drains pipes wires cables ducts gutters fibres and
     any other medium for the passage or transmission of soil water gas
     electricity air smoke light information or other matters and includes where
     relevant ancillary equipment and structures

     "Connected Person" means any person firm or company which is connected with
     the Tenant for the purposes of section 839 Income and Corporation Taxes Act
     1988

     "Consent" means an approval permission authority licence or other relevant
     form of approval given by the Landlord in writing

     "Determination" means the end of the Term however that occurs

     "Enactment" means
     (a) any Act of Parliament, and
     (b) any European Community legislation or decree or other supranational
         legislation or decree having effect as law in the United Kingdom

     and references (whether specific or general) to any Enactment including any
     statutory modification or re-enactment of it for the time being in force
     and any order instrument plan regulation permission or direction made or
     issued under it or under any Enactment replaced by it or deriving validity
     from it

     "Fire Escape Staircase" means the fire escape staircase provided by the
     Superior Landlord on or substantially on the land shown edged blue on the
     plan annexed to the Superior Lease as from time to time altered or replaced
     (but not so as to materially detract from the amenity afforded to the
     Tenant by the same)

     "Group Company" means any company of which the Tenant is the Holding
     Company or a Subsidiary or which has the same Holding Company as the Tenant
     where Subsidiary and Holding Company have the meanings given to them by
     section 736 Companies Art 1985

     "Hazardous Material" means any substance known or reasonably believed to be
     harmful to human health or the environment and which for that reason is
     subject to statutory controls on production use storage or disposal

     "Insurance Charge" means the cost to the Superior Landlord of effecting and
     maintaining the Insurance Policies from and including where relevant the
     cost of assessing any insured amounts

     "Insurance Policies" means the insurance policy or policies maintained in
     accordance with schedule 5 to the Superior Lease

                                       4
<PAGE>

     "Insured Risks" means fire storm tempest lightning explosion riot civil
     commotion malicious damage impact flood bursting or overflowing of water
     tanks burst pipes discharge from sprinklers aircraft and other aerial
     devices or articles dropped from them (other than war risks) subsidence
     heave and landslip and (for as long as it is readily available in the
     London insurance market at reasonable commercial rates) terrorism and such
     other risks as are required by the Landlord or the Superior Landlord

     "Insurers" means the underwriters or insurance office with whom the
     Insurance Policies are effected

     "Interest Rate" means four percent above the base lending rate from time to
     time of The Royal Bank of Scotland Plc or such other bank being a member of
     the Committee of London and Scottish Bankers as the Landlord may from time
     to time reasonably nominate and whenever interest is payable at or by
     reference to the Interest Rate it shall be calculated on a daily basis and
     compounded on the Quarter Days

     "Landlord" means the immediate reversioner to this underlease from time to
     time "

     "Landlord's Costs" has the meaning given to it in schedule 4 paragraph 1.3

     "Lettable Areas" the accommodation in the Building from time to time let or
     intended for letting by the Landlord to one or more tenants or for its own
     occupation

     "Main Structure" the exterior anal main structure of the Building including
     the foundations, roofs, load-bearing valise load-bearing columns, window
     frames, ceilings and floors (but excluding any glass, raised floors,
     suspended ceilings, all internal cladding, plasterwork and decoration (save
     where internal to any Common Parts) and all floor screeding and finishes)

     "Lease" means this underlease and includes where relevant any deed of
     variation Consent or other document supplemental to this Lease

     "Legal Obligation" means any legally binding obligation from time to time
     created by any Enactment or Authority which relates to the Building or its
     use and includes without limitation Obligations imposed as a condition of
     any Necessary Consents

     "Necessary Consents" means planning permissions and all other consents
     licensees permissions and approvals whether of a public or private nature,
     which shall be requisite in the context

     "Net Internal Area" net internal floor area measured in accordance with
     Definition 3 of the Code of Measuring Practice issued by The Royal
     Institution of Chartered

                                       5
<PAGE>

     Surveyors and the Incorporated Society of Valuers and Auctioneers (Fourth
     Edition November 1993)

     "Outgoings" means all rates taxes charges duties assessments impositions
     and outgoings of any sort which are at any time during the Term payable
     whether by the owner or occupier of property but excludes tax payable by
     any reversioner on the receipt of Rent or on any dealings with its interest
     in the Premises and input Value Added Tax suffered by the reversioner in
     respect of the Premises

     "Permitted Use" means use as high class offices and all uses ancillary to
     them or for such other purposes as the Landlord may from time to time
     approve (such approval not to be unreasonably withheld or delayed)

     "Plant" means the plant equipment and machinery from time to time in or on
     the Building including without limitation lifts hoists generators and
     equipment for air-conditioning ventilation heating cooling fire alarm fire
     prevention or fire control communication and security

     "Premises" means all those premises situate on the ground and lower ground
     floors of the Building shown for the purposes of identification only shown
     edged red on the plan comprising Annexure 1 including:

     (a)  all walls, floors and ceilings (including any raised floors, suspended
          ceilings and the voids below, and above them and all light fittings)
          of the Premises

     (b)  all internal cladding, plasterwork and decoration and all floor
          screeding and finishes;

     (c)  all doors, door frames, equipment, fitment and any glass relating to
          the doors of the Premises;

     (d)  all Conduits within and exclusively serving the Premises;

     (e)  all Landlord's fixtures and fittings (except where they form part of
          the Conduits or the Plant);

     (f)  carpets;

     (g)  all improvements and additions made to the Premises;

     but excluding the Main Structure and the Plant

     "President" means the President from time to time of the Royal Institution
     of Chartered Surveyors or any person authorised at the relevant time to act
     on his behalf

                                       6
<PAGE>

     "Quarter Days" means 25 March 24 June 29 September and 25 December in each
     year

     "Rent" means all sums reserved as rent by this Lease

     "Service Charge" has the meaning given to it in schedule 4 paragraph 1.8

     "Services" has the meaning given to it in schedule 4 paragraph 1.4

     "Sign" includes any sign hoarding showcase signboard bill plate fascia
     poster or advertisement

     "Superior Landlord" means any party having an interest in the Premises in
     reversion to the Superior Lease

     "Superior Lease" means a lease of the Building dated [       ] 2000 and
     made between Benchmark Group Plc (1) and the Landlord (2) or any other
     under which the Landlord may from time to time hold the Premises and
     includes any leases in reversion to that lease

     "Tenant" includes its successors in title

     "Term" means the term granted by this Lease and includes any extension
     holding over or continuation of it whether by Enactment agreement or
     otherwise

     "Title Matters" means the matters affecting the Premises set out in
     schedule 3

     "Value Added Tax" includes any future tax of a like nature and all
     references to an election by the Landlord to waive exemption under
     paragraph 2(l) of schedule 10 to the Value Added Tax Act 1994 shall be
     deemed to include any such election made by a company in the same VAT group
     as the Landlord

     "Water and Sewerage Charges" all charges for the supply of water together
     with any charges for services performed, facilities provided or rights made
     available by the water undertaker or the sewerage undertaker or other
     relevant authority under the powers granted by any relevant legislation in
     force from time to time (including, but without limitation, sewerage and
     environmental charges and water meter rents).


1.2  In this Lease unless the context otherwise requires:

     (a)  words importing any gender include every gender;

     (b)  words importing the singular number only include the plural number and
          vice versa;

                                       7
<PAGE>

     (c)  words importing persons include firms companies and corporations and
          vice versa;

     (d)  references to numbered clauses and schedules are references to the
          relevant clause in or schedule to this Lease;

     (e)  reference in any schedule to numbered paragraphs are references to the
          numbered paragraphs of that schedule;

     (f)  where any obligation is undertaken by two or more persons jointly they
          shall be jointly and severally liable in respect of that obligation;

     (g)  any obligation on any party not to do or omit to do anything shall
          include an obligation not to allow that thing to be done or omitted to
          be done by any undertenant of that party or by any employee servant
          agent invitee or licensee of that party or its undertenant

     (h)  where the Landlord or the Tenant covenant to do something they shall
          be deemed to fulfil that obligation if they procure that it is done;

     (i)  the headings to the clauses schedules and paragraphs shall not affect
          the interpretation;

     (j)  any sum payable by one party to the other shall be exclusive of Value
          Added Tax which shall where it Is chargeable be paid in addition to
          the sum in question at the time when the sum in question is due to be
          paid

     (k)  the attached plan is for identifications only save where otherwise
          stated in this Lease, and

     (l)  any relevant perpetuity period shall be eighty years from the date of
          this Lease

2      Demise and Rent
-      ----------------

2.1    The Landlord demises the Premises to the Tenant together with the rights
       set out in
     (a)  schedule 1 except and reserving to the Landlord the rights set out in
          schedule 2 and subject to the Title Matters to hold them to the Tenant
          for a term of 3 years starting on [           ] 2000 paying during
          the Term by way of Rent:

     (b)  the Basic Rent which shall be paid yearly and proportionately for any
          part of a year by equal quarterly instalments in advance on the
          Quarter Days the first payment to be made on the date of this Lease in
          respect of the period from the date of this Lease to the next Quarter
          Day;

                                       8
<PAGE>

     (c)  a sum equivalent to 39.45% of the Insurance Charge which shall be paid
          as stated in paragraph 2 of schedule 5, and

     (d)  the Service Charge, the first payment to be made in respect of the
          period commencing on and including the date of this Lease;

     (e)  where Water and Sewerage Charges are not levied directly on the
          occupier of the Premises on demand as additional rent a sum equal to
          the proportion attributable to the Premises of Water and Sewerage
          Charges payable by the Landlord in respect of the Building;

     (f)  as additional rent any VAT which may be or become chargeable in
          respect of any rent payable under this lease, and

     (g)  any other sums which may become due from the Tenant to the Landlord
          under the provisions of this Lease

3     Tenant's Covenants
------------------------

      The Tenant covenants with the Landlord to observe and perform the
      covenants set out in schedules 5 and 6 and those on its part contained in
      schedule 4

4     Landlord's Covenants
--------------------------

      The Landlord covenants with the Tenant that it shall observe and perform
      the covenants on its part set out in schedule 7 and those on its part
      contained in schedule 4

5      Forfeiture
-----------------

      Without prejudice to any other rights of the landlord if:

      (a)  the whole or part of the Rent remains unpaid fourteen days after
           becoming due (in the case of the Basic Rent whether demanded or not)
           or

      (b)  there is any material breach of any of the Tenant's covenants in this
           Lease; or

      (c)  the Tenant (or any guarantor of the Tenant's obligations under this
           Lease) (while this Lease shall be vested in the Tenant)

         (i)   proposes or enters into any composition or arrangement with its
               creditors generally or any class of its creditors or

         (ii)  is the subject of any judgment or order made against it which is
               not complied with within fourteen days or is the subject of any
               execution distress sequestration or other process levied upon or
               enforced against

                                       9
<PAGE>

                any part of its undertaking property assets or revenue at the
                Premises which has not satisfied within 14 days; or

          (iii) being a company

               (A)  is the subject of a petition presented or an order made or a
                    resolution passed or analogous proceedings taken for
                    appointing an administrator of or winding up such company
                    (safe for the purpose of and followed within four months by
                    an amalgamation or reconstruction which does not involve or
                    arise out of insolvency or give rise to a reduction in
                    capital); or

               (B)  an encumbrancer takes possession or exercises or attempts to
                    exercise any power of sale or a receiver or administrative
                    receiver is appointed of the whole or any part of the
                    undertaking property assets or revenues of such company; or

               (C)  stops payment or agrees to declare a moratorium or becomes
                    or is deemed to be insolvent or unable to pay its debts
                    within the meaning of section 123 Insolvency Act 1986; or

               (D)  without the prior consent in writing of the Landlord ceases
                    or threatens to cease to carry on its business in the normal
                    course or

          (iv)  being an individual:

               (A)  is the subject of a bankruptcy petition or bankruptcy order,
                    or

               (B)  is the subject of an application or order or appointment
                    under section 253 or section 273 or section 286 Insolvency
                    Act 1986; or

               (C)  is unable to pay or has no reasonable prospect of being able
                    to pay his debts within the meaning of sections 267 and 268
                    Insolvency Act 1986; or

     (d)  any event occurs or proceedings are taken with respect to the Tenant
          or any guarantor of the Tenant's obligations under this Lease in any
          jurisdiction to which it is subject which has an effect equivalent to
          any of the events mentioned in clause 5(c) above

     then and in any of such cases the Landlord may at any time (and
     notwithstanding the waiver of any previous fight of re-entry) re-enter the
     Premises whereupon this Lease shall absolutely determine but without
     prejudice to any right of action of the Landlord in respect of any previous
     breach by the Tenant of this Lease PROVIDED ALWAYS THAT if this Lease is
     charged at the time of the proposed re-entry and the Landlord has been
     given notice of the existence of the charge then prior to such re-entry or

                                       10
<PAGE>

     proceedings therefore the Landlord will serve a notice of such proceedings
     and proposed reentry on the chargee at the chargee's last known address

6   Miscellaneous
-----------------

6.1 Nothing in this Lease shall imply or warrant that the Premises may lawfully
    be used for the Permitted Use and the Tenant acknowledges and admits that no
    such representation or warranty has ever been made by or on behalf of the
    Landlord

6.2 The Landlord shall incur no liability to the Tenant or any undertenant or
    any predecessor in title of either of them by reason of any approval given
    to or inspection made of any drawing, plans specifications or works prepared
    or carried out by or on behalf of any such party nor shall any such approval
    or inspection in any way relieve the Tenant from its obligations under this
    Lease

6.3 The Landlord and the Tenant shall not be liable to each other for breach of
    any covenant in this Lease to the extent that its performance or observance
    becomes impossible or illegal but subject to the other provisions of this
    Lease the Term and the Tenant's liability to pay the Rent shall not cease or
    be suspended for that reason

6.4  Except to the extent that the Landlord may be able under its covenants in
    schedule 4 and/or schedule 7 or by law notwithstanding any agreement of the
    contrary the Landlord shall not be liable in any way to the Tenant or any
    undertenant or any servant agent licensee or invitee of the Tenant or any
    undertenant by reason of.

    (a)   any act neglect default or omission of any of the tenants or owners or
          occupiers of any adjoining or neighboring premises or of any
          representative or employee of the Landlord (unless acting within the
          scope of the express authority of the Landlord) or

     (b)  the defective working, stoppage or breakage of or leakage or overflow
          from any Conduit or any of the Plant or

     (c)  the obstruction by others of the areas over which rights are granted
          by this Lease

     except where such liability arises as a result of a breach of any of the
     Landlord's Covenants contained in this Lease

6.5  Section 196 Law of Property Act 1925 (as amended by the Recorded Delivery
     Service Act 1962) shall apply to all notices which may need to be served
     under this Lease save that any notice to be served on the Tenant shall be
     served at its registered office and not at the Premises

6.6  This Lease is a new tenancy for the purposes of the Landlord and Tenant
     (Covenants) Act 1995

                                       11
<PAGE>

6.7  The Tenant shall not be or become entitled to any easement right quasi-
     easement or quasi-right save as expressly set out in schedule 1.

6.8  This Lease does not pass to the Tenant the benefit of or the right to
     enforce any covenants which now benefit or which may in the future benefit
     the reversion to this Lease and the Landlord shall be entitled in its sole
     discretion to waive, vary or release any such covenants

6.9  Any dispute arising between the Tenant or any undertenant and any occupier
     (other than the Landlord) of adjacent Property owned (whether freehold or
     leasehold) by the Landlord as to any right or privilege or any party or
     other wall or otherwise shall (except where it relates to a matter of law)
     be determined on behalf of the Tenant or any undertenant by the Landlord or
     someone appointed by him acting in accordance with the principles of good
     estate management and any such decision shall bind the Tenant or any
     undertenant who shall pay the cost of obtaining it

6.10 the Landlord and the Tenant agree in writing that the Tenant may defer
     payment of any sums due under this Lease then for the purposes of this
     Lease (and of Section 17 Landlord and Tenant (Covenants) Act 1995) those
     sums shall be deemed to be due for payment on the deferred date so agreed
     and not on the earlier date on which they would but for that agreement have
     fallen due

6.11 All rights of light and air enjoyed to be enjoyed by the Premises from time
     to time are deemed to be enjoyed by the Tenant with the licence of the
     Landlord and not as of right

6.12 The parties to this Lease do not intend any of its terms to be enforceable
     pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person
     who is not a party to this Lease

7    Proper Law
---------------

     This Lease shall be governed by English law and (save as provided by clause
     6.9 paragraph 2 of schedule 4 and paragraph 6 of schedule 5) the Landlord
     and the Tenant irrevocably submit to the non-exclusive jurisdiction of the
     English Courts

                                       12
<PAGE>

8    Superior Landlord
---------------------

8.1  The powers rights matters and discretions granted and reserved to the
     Landlord under this Lease are also granted and reserved to or exercisable
     by any Superior Landlord its servents agents or workpeople to the extent as
     may be required under the Superior Lease and where any consent or approval
     of the Landlord is required under the provisions of the Lease, the consent
     or approval is also required from the Superior Landlord under the Superior
     Lease.

8.2  Nothing in this Lease is to be contsrued as implying that the Superior
     Landlord is under any obligation not unreasonably to withhold its consent
     or approval in respect of any application for a licence by the Tenant to
     the Landlord

8.3  If the Tenant does or proposes to do any matter or thing for which the
     consent of the Superior Landlord is required whether under this Lease or
     the Superior Lease, the Tenant shall bear and indemnify the Landlord
     against the cost of obtaining such consent and all incidental surveyors',
     professional or other fees and disbursements.

8.4  The Landlord may, notwithstanding any provision to the contrary elsewhere
     in this Lease, withhold consent or approval in any matter where the
     Superior Landlord's consent or approval is required under the Superior
     Lease and the Landlord, having used its reasonable endeavours, is unable to
     obtain it.

9    Option to determine
------------------------

     If either Landlord or Tenant wishes to terminate this Lease at any time on
     or after the second anniversary of the Term and shall serve on the other
     not less than 6 months' prior written notice to that effect and (in the
     case of notice served by the Tenant) shall up to the date of termination
     pay and discharge all rents then due to the Landlord, then on the expiry of
     that notice the Term shall cease and determine, but without prejudice to
     any preexisting rights of action of either party against the other in
     respect of breach of the terms of this Lease.

10   Exclusion of the 1954 Act
------------------------------

     Having been authorised to do so by an order of the Mayors and City of
     London Court (No.   ) made on             2000 under the Landlord and
     Tenant Act 1954 Section 38(4) the parties agree that the provisions of
     Sections 24 to 28 (inclusive) of such Act are excluded from this Lease

IN WITNESS of which each party has duty executed this Lease as a Deed the date
first above written

                                       13
<PAGE>

                                  Schedule 1
                                Rights granted

1    The right to erect aerials, antennae and other equipment for the
     transmission or receipt of telecommunications and plant on the roof of the
     Building subject to having first obtained the consent of the Landlord to
     the location of such equipment (such consent not to be unreasonably
     withheld or delayed)

2    The right of support and protection for such parts of the Premises as
     require the same or any parts of adjoining or adjacent promises of the
     Superior Landlord capable of providing such support and protection

3    The right of uninterrupted (save where interruptions are as a result of
     works being carried out on adjoining or adjacent premises in which case the
     interruptions shall be kept to a reasonable minimum) passage and running of
     water soil electricity and other services through any Conduits or adjoining
     or adjacent premises of the Superior Landlord (in common with the Superior
     Landlord and others authorised by it)

4    The uninterrupted right to use (together with all others who are entitled
     to do so) the Fire Escape Staircase for emergency escape purposes in
     connection with the use of the Premises

5    The right, subject to interruption for repair, alteration, rebuilding or
     replacement, for the Tenant and all persons expressly or by implication
     authorised by it in common the Landlord and all other persons having a like
     right, to use with appropriate areas of the Common Parts for all proper
     purposes in connection with the use and enjoyment of the Premises.

6    The right to have a nameplate or signs displayed in positions on the
     outside of the Building adjacent to its main entrance of a size to be
     specified by the Landlord showing the Tenant's name and any other details
     approved by the Landlord whose approval may not be unreasonably withheld or
     delayed

7    The right for the Tenant and all persons expressly or by implication
     authorized by him, in common with the Landlord and all other persons having
     a like right, to use such toilets in the Building as are from time to time
     designated in writing by the Landlord.

                                       14
<PAGE>

                                  Schedule 2
                          Exceptions and Reservations

The rights for the Landlord and all others from time to time authorised by the
Landlord or otherwise entitled and without any liability to pay compensation.

1    to carry out building development or any other works to any other parts of
     the Building and/or any other property and to use it in whatever manner may
     be desired and to consent to others doing so, provided such use does not
     unreasonably interfere with the Tenant's use of the Premises

2    to connect into and use all Conduits which are now or may subsequently be
     installed or constructed within or forming part of the Premises

3    upon reasonable prior written notice to the Tenant (except in emergency
     when as much notice as is practicable shall be given) to enter and remain
     on the Premises with or without tools appliances scaffolding and materials
     for the purposes of:

          i)   installing inspecting repairing renewing reinstalling cleaning
               maintaining removing or connecting up to any Conduits or Plant or

          ii)  inspecting cleaning altering repairing maintaining renewing
               demolishing or rebuilding any adjourning or adjacent Premises or
               any other things used in common or

          iii) carrying out works under paragraph 3.6 of schedule 6

          iv)  complying with the Landlord's obligations under this Lease or
               with any other Legal Obligation of the Landlord

          v)   exercising any rights excepted and reserved in this Schedule

     the person entering causing as little damage and inconvenience as
     reasonably possible and making good at its expense any damage caused to the
     Premises and to the Tenant's fixtures and fittings by such entry

     PROVIDED THAT such rights of entry shall only be exercised where the
     purpose of such entry cannot otherwise practicably be achieved

4    to oversail the airspace above the Building with crane arms and/or
     scaffolding subject in the case of crane oversailing to the Landlord
     obtaining all necessary statutory and other consents in relation to the
     erection and operation of the crane and procuring that the relevant crane
     is operated in accordance with all relevant engineering practices, safety
     regulations and statutory or other conditions or permissions and provided
     that if any damage is caused to the Premises by any such crane the Landlord
     shall if the Tenant so requires as soon as reasonably practicable

                                       15
<PAGE>

     repair the damage or pay to the Tenant the reasonable and proper costs of
     causing such damage to be repaired. In relation to any such crane the
     Landlord shall maintain or shall procure that there is maintained during
     the period when the crane is in place an insurance policy with a reputable
     insurance company against liabilities in this paragraph 4 for a sum of not
     less than (Pounds)5,000,000 per claim and a copy of the insurance policy
     shall be provided if required to the Tenant


5    to support and protection from the Premises for the Building and/or the
     Superior Landlord's adjoining or neighbouring property

6    to cut into and take support from the walls of the Premises for the benefit
     of the Building and/or Superior Landlord's; adjoining or neighbouring
     property

                                       16
<PAGE>

                                  Schedule 3

                                 Title Matters

1    The matters contained or referred to in Title Number 243991 as at 21/st/
     February 2000

                                       17
<PAGE>

                                  Schedule 4
                           Service Charge provisions
                                    Part 1
1      Tenant's liability to pay Service Charge
-----------------------------------------------

1.1    The Tenant shall pay to the Landlord the Service Charge.

1.2    The Service Charge is such proportion of the Landlord's Costs incurred
       after the date of this lease as the Landlord reasonably and properly
       deems fair and attributable to the Premises in any service charge period
       beginning or ending during the Term, but without affecting the general
       operation of the Landlord's discretion.

1.2.1  the proportion shall be calculated primarily on a comparison for the time
       being of the Net Internal Area of the Premises with the Net Internal Area
       of the Lettable Areas; but

1.2.2  In the event of such comparison being inappropriate having regard to the
       nature of the expenditure (or item of expenditure) incurred or the
       premises in or upon the Building which benefit from it or otherwise the
       Landlord shall be at liberty in its reasonable and Proper discretion to
       adopt such other method of calculation of the proportion of such
       expenditure to be attributed to the Premises as shall be fair and
       reasonable in the circumstance (including if appropriate the attribution
       of the whole of such expenditure to the Premises).

1.3    The Landlord's Costs are the costs and expenses incurred by the Landlord
       of and incidental to the provision of the Services in or with respect to
       any service charge period beginning or ending during the Term.

1.4    The Services are itemized in parts 2 and 3 of this schedule.

1.5    The Landlord's Costs, the Service Charge and the provision of the
       Services shall be calculated and dealt with in accordance with the
       provisions of this schedule.

2      Advance payments on Preliminary basis
--------------------------------------------

2.1    The Service Charge shall be discharged by means of advance payments to be
       made on each of the usual quarter days in every year and also by such
       additional payments as may be required under paragraphs 3 and 4.

2.2    The amount of each advance payment shall be equal to the last advance
       payment or shall otherwise be such amount as the Landlord may reasonably
       determine as likely to be equal in the aggregate to the Service Charge
       for the relevant service charge period and which is notified to the
       Tenant at or before the time when the demand for an advance payment is
       made and the advance payment for the service charge period current at the
       date of this lease shall be (Pounds) [        ] Per quarter.

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2.3 For the purposes of this schedule "service charge period" means the period
    of 12 months from 1 January to 31 December in each year (or such other
    appropriate period of more or less than 12 months as the Landlord may from
    time to time reasonably determine).

2.4 The Service Charge shall be deemed to accrue on a day-to-day basis in order
    to ascertain yearly rates and for the purposes of apportionment in relation
    to periods of other than one year.

3   Landlord's Costs accounts and Service charge adjustments
-------------------------------------------------------------

3.1 The Landlord shall as soon as may be practicable after the end of each
    service charge period submit to the Tenant a statement duly certified by the
    Landlord or the Landlord's managing agents giving a Proper summary of the
    Landlord's Costs and the calculation of the Service Charge for the service
    charge period just ended which summary shall be conclusive and binding on
    the Tenant (save in the case of manifest error).

3.2 If the Service Charge as certified shall be more or less than the total of
    the advance payments (or the crossed up equivalent of such payments if made
    for any period of less than the service charge period) then any sum due to
    or payable by the Landlord by way of adjustment in respect of the Service
    Charge shall forthwith become due and be paid or allowed as the case may be
    and any excess at the end of the Term shall be paid to the Tenant.

3.3 The provisions of this paragraph 3 shall continue to apply notwithstanding
    the expiry or earlier determination of this Lease in respect of any service
    charge period then current duly apportioned up to the date of such expiry or
    determination.

4   Exceptional expenditure
----------------------------

4.1 If the Landlord is required during any service charge period to incur or
    actually incurs heavy or exceptional expenditure which forms part of the
    Landlord's Costs, the Landlord shall be entitled to recover from the Tenant
    the Service Charge in respect of the whole of that expenditure on the
    quarter day next following.

4.2 If funds collected by way of advance payments towards Landlord's Costs prove
    insufficient to meet an immediate liability (and there is no reserve fund
    available or which may be applied to meet the liability) and the cause of
    the insufficiency is not that any Lettable Areas are or have been vacant or
    that a tenant or occupier has defaulted in payment of his proportion of the
    Landlord's Costs, the Landlord shall be entitled to advance monies (or
    borrow monies for the purpose from reputable banks) at commercially
    competitive rates of interest and interest payable on the advance or the
    borrowing shall be recoverable as an item of the Landlord's Costs.

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4.3     Where the Landlord carries out major works of repair, maintenance and
        decoration or replaces major item of plant or machinery which are beyond
        economic repair it may:

4.3.1   at its discretion apportion the Landlord's Costs in respect of the
        relevant expenditure over more than one service charge period and

4.3.2   include in the Landlord's Costs Base Rate Interest on the part of the
        expenditure to be recovered in later service change periods.

5       Landlord's protection provisions
----------------------------------------

        The Tenant shall not be entitled to object to the Landlord's Costs (or
        any item comprised in it) or otherwise on any of the following grounds:

5.1     the inclusion in a subsequent service charge period of any item of
        expenditure or liability omitted from the Landlord's Costs for any
        earlier service charge period during the Term so long as the Landlord
        has acted in good faith

5.2     an item of Landlord's Costs included at a proper cost might have been
        provided or performed at a. lower cost; or

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

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

5.5     the employment of managing agents to carry out and provide on the
        Landlord's behalf any of the Services;

6       Vacant parts of the Building and actions by the Landlord
----------------------------------------------------------------

6.1     The Service Charge shall not be increased or altered by reason only that
        at any relevant time any Lettable Areas of the Building may be vacant or
        be occupied by the Landlord or that any tenant or other occupier of
        another part of the Building may default in payment of his proportion of
        the Landlord's Costs.

6.2     Subject to paragraph 6.1 it is the intention that the Landlord should
        recover the whole of the Landlord's Costs from the Tenant and other
        tenants and occupiers of the Building.

6.3     If the Landlord recovers monies in exercise of its powers referred to in
        paragraph 16 representing expenditure which has been or which would
        otherwise fail to be

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        included in the Landlord's Costs the Landlord shall
        set off or credit such monies against the Landlord's Costs accordingly.

7       Landlord's Costs to exclude tenants' liabilities
--------------------------------------------------------

        There shall be excluded from the items comprising the Landlord's Costs
        any liability or expense for which the Tenant or other tenants or
        occupiers of the Building may individually be responsible under the
        terms of the tenancy or other arrangement by which they use or occupy
        the Building

8       Management charges
--------------------------

       The Landlord shall be entitled to include in the Landlord's Costs:

8.1    a reasonable fee for the provision of Services, which shall include the
       reasonable fees for employing managing agents for the carrying out and
       provision of Services (if no managing agents are employed) for carrying
       out and providing the Services itself not in either case exceeding 10% of
       the total of the Landlord's Costs (excluding this paragraph 8.1) but
       shall exclude any charge for the collection of rent;

8.2    any reasonable cost of the accountants, auditors or surveyors for
       auditing or certifying the Landlord's Costs or providing other similar
       services in connection with the Landlord's Costs.

9      The Landlord's obligation to provide Services
----------------------------------------------------

9.1    Subject to the payment of the Service Charge by the Tenant in the manner
       and at the times required under this lease and to the following
       provisions of this paragraph 9 the Landlord:

9.1.1  shall use all reasonable endeavours to provide the Services itemised in
       part 2 of this schedule, and

9.1.2  may provide the Services itemised in part 3 of this schedule.

9.2    The Landlord shall not be liable to the Tenant for failure to provide any
       Services in this schedule to the extent that the Landlord is prevented
       from doing so by Insured Risks and other such perils, accident, strikes,
       lockouts of workpeople or other cause beyond the Landlord's reasonable
       control.

9.3    The Landlord shall not be liable to the Tenant for failure to provide any
       Services in this schedule that it is obliged to do unless the Landlord
       has had written notice of and a reasonable period in which to remedy the
       failure.

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<PAGE>

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

9.4.1  temporary interruption of Services during periods of inspection,
       maintenance, repair and renewal;

9.4.2  temporary interruption of Services during the course of building works
       provided that the Landlord has used all reasonable endeavours to ensure
       that any such temporary interruption is kept to the minimum time
       reasonably possible in the circumstances; or

9.4.3  the breakdown, failure, stoppage, leaking, bursting or defect of any hot
       or cold water, sanitary, ventilation, extraction plant and machinery or
       of soil, gas, water or electricity or other plant and machinery or of the
       Conduits or the Plant in the Premises, the Building or neighbouring or
       adjoining property

       Provided that the Landlord shall use all reasonable endeavours to ensure
       that such interruption is for such short a period as is reasonably
       practicable.

9.5    The Landlord shall not be under any obligation to the Tenant to continue
       the provision of the Services specified in part 3 of this schedule and
       may in its absolute discretion vary, extend, alter or add to the Services
       in parts 2 and 3 if the Landlord reasonably and properly considers that
       by so doing the interests of the occupiers of the Building as a class
       will be better served, the amenities in the Building may be improved
       and/or the management of the Building may be more efficiently conducted
       in the interest of the tenants and occupiers of the Building.

9.6    The Landlord shall not be concerned in the administration and collection
       of or accounting for the Service Charge on an assignment of this lease
       and accordingly the Landlord shall:

9.6.1  not be required to make any apportionment relative to the assignment; and

9.6.2  be entitled to deal exclusively with the Tenant in whom this lease is for
       the time being vested (and for this purpose in disregard of any
       assignment which has not been registered in accordance with schedule 6
       paragraph 8.12).

                                     Part 2
                     Mandatory Service and heads of charge

10    Common Parts
------------------

10.1  The cleaning, lighting and maintenance of the Common Parts.

10.2  The payment of any Outgoings in respect of the Common Parts.

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<PAGE>

10.3  Keeping the Common Parts clear of all rubbish.

10.4  The cleaning and clearing of Conduits.

10.5  The clearing of all windows which do not form part of any Lettable Area
      and the external faces of all windows which although forming part of a
      Lettable Area give on to the Common Parts.

11    Repairs
-------------

11.1  The repair decoration, inspection, maintenance, renewal and replacement
      (when beyond economic repair), resurfacing, washing down, cleaning and
      upkeep of the Main Structure and the Common Parts, the Conduits, Plant and
      other common service facilities and of equipment and tools and utensils
      serving or used in the Building.

11.2  Cleaning, lighting, repairing decorating, maintaining, renewing and
      rebuilding (when beyond economic repair) any fences, party walls, party
      structures, entrance ways, stairs and passages and service areas and
      Conducting Media and any items which are or may be used or enjoyed in
      common with adjacent or neighbouring properties (whether the relevant
      costs and expenses are incurred by the Landlord or it is required to make
      a contribution to those incurred by the owners and occupiers of adjacent
      or neighbouring properties or by a competent authority).

12    Heating, air conditioning and ventilation and water
---------------------------------------------------------

12.1  Heating the Building as may be appropriate in the prevailing climatic
      conditions and air conditioning and ventilation and providing hot water to
      the hot water taps in the Building.

12.2  Providing cold water to the cold water taps in the Building

12.3  The repair, maintenance, inspection, renewal and replacement (when beyond
      economic repair) of all plant and equipment required for or in connection
      with the working and operation of heating, air conditioning and
      ventilation and hot and cold water.

13    Lifts
-----------

13.1  The operation of a lift service in the Building.

13.2  The repair and maintenance and (where beyond economic repair) renewal and
      replacement of the lifts and of all plant and equipment for or in
      connection with the working and operation of the lifts.

14   Insurances
---------------

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     Engineering insurances for lifts, boilers, air-conditioning plant,
     lightning conductor equipment and all other electrical or mechanical
     equipment and apparatus in the Building save to the extent that the Tenant
     or any other tenant is responsible for effecting such insurance.

15   Statutory requirements
--------------------------

     Compliance with the requirements of any statute (already or in the future
     to be passed) or any government department, local authority, other public
     or competent authority or court of competent jurisdiction and of the
     insurers in relation to the use, occupation and enjoyment of the Building
     (including in relation to health and safety compliance with the proper
     practice recommended by all appropriate authorities)

16   Common Parts
----------------

16.1 The provision of repair, maintenance, inspection, renewal and replacement
     of directional and other informative notices in the Common Parts.

16.2 The furnishing, carpeting and equipping and ornamentation of the Common
     Parts.

16.3 The maintenance, decoration or replacement of any door or window giving on
     to the Common Parts or forming part of the exterior of the Building.

17   Refuse collection
----------------------

     The provision of any refuse collection services or other refuse facilities.

18   Fire fighting equipment, security and public address
---------------------------------------------------------

18.1 The maintenance, inspection, repair and replacement of fire alarms and
     sprinkler systems.

18.2 The provision, maintenance, repair and replacement of ancillary fire
     prevention apparatus and fire fighting equipment and telephone and public
     address systems.

18.3 Security arrangements for the safety of occupiers and users of the
     Building and their property kept in the Building.

18.4 The engagement of security officers and security services.

                                     Part 3
                   Non-mandatory Services and heads of charge

19   Legal proceedings
----------------------

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19.1  Making representations which the Landlord in its discretion reasonably and
      properly considers should be made against or otherwise contesting the
      incidence of the provisions of any notice, direction, order, certificate,
      assessment or proposal relating to or affecting the whole or any part of
      the Building where such is in the interests of the tenants of the
      Building.

19.2  The proper costs of pursuing and enforcing any claim, and taking or
      defending any proceedings which the Landlord may in its discretion make,
      take or defend:

19.3  against contractors, consultants, architects, consulting engineers and
      surveyors employed or engaged in connection with the construction and/or
      refurbishment and/or repair of the Building and/or the Premises or any
      other third party for the remedy of a defect, repairs in or to the
      Building or otherwise for which they or any of them may be liable, and

19.4  for the purpose of establishing preserving or defending any rights,
      amenities or facilities used or enjoyed by the tenants and occupiers of
      the Building or any part of it or to which they may be entitled.

20    Insurances
----------------

      Such additional insurances (other than as referred to in paragraph 14 or
      in respect of the Insured Risks) as the Landlord may reasonably effect in
      respect of or incidental to the Building, its operation and management

21    Surety Fund.
-----------------

      Such provision (if any) for anticipated expenditures on any of the
      Services as the Landlord shall reasonably consider appropriate.

                                   Schedule 5
                                   Insurance

1     Landlord's Insurance Obligations
--------------------------------------

1.1   The Landlord will upon request from time to time produce to the Tenant a
      copy or full details of the Insurance Policies as evidence that they are
      in force

1.2   The Landlord will promptly provide the Tenant in writing with a copy of
      all new Insurance Policies and with full details of any change in the
      Insurance Policies from time to time of which the Landlord knows and which
      is material to the Tenant

2     Tenant's Insurance Obligations
------------------------------------

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<PAGE>

2.1   The Tenant shall be responsible for the payment of the Insurance Charge
      from the date of this Lease credit being given to the Tenant for any
      payments on account made by the Tenant

2.2   The Tenant shall pay the Insurance Charge To the Landlord within ten days
      of demand being made by the Landlord

2.3   The Tenant shall pay to the Landlord any normal excess which the Superior
      Landlord is required to bear under any Insurance Policy within ten days of
      demand

2.4   The Tenant shall:

      (a)   not do or fail to do anything which shall or may cause any of the
            Insurance Policies to be void or voidable or increase the provisions
            payable under them;

     (b)    not insure or maintain insurance of the Premises against any of the
            Insured Risks (save to the extent that the Superior Landlord and the
            Landlord have failed to do so);

     (c)    notify the Landlord of any damage or destruction of the Premises by
            any Insured Risk or any other matter which ought reasonably to be
            notified to the Insurers

     (d)    pay on demand the whole of any interest in any premium arising from
            a breach of paragraph 2.4(a)

     (e)    comply with all the conditions of the Insurance Policies and all
            requirements of the Insurers, and

     (f)    notify the Landlord in writing of the value of any alterations
            additions or improvements which the Tenant proposes to make to the
            Premises and wishes the Superior Landlord to insure before those
            works are commenced and pay to the Landlord a sum equivalent to the
            additional premium for insuring such alterations additions
            improvements within 10 days of demand

3    Reinstatement
------------------

     If the Premises are destroyed or damaged by the Insured Risks then they
     need not be reinstated under paragraph 3.1 of schedule 5 to the Superior
     Lease to the same state appearance or layouts before but following any
     reinstatement the Premises shall enjoy substantially the same rights and
     amenities as before

4    Rent Cesser
----------------

     If the Premises are damaged or destroyed by an Insured Risk such as to be
     unfit for beneficial occupation and use for the Permitted use then (unless
     paragraph 5

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<PAGE>

     applies) the basic Rent or a fair proportion of it according to the nature
     and extent of the damage in question shall be suspended until the date on
     which the Premises are again fit for beneficial occupation and use for the
     Permitted Use

5    Vitiation of Insurance
---------------------------

5.1  If the insurance money under any of the Insurance, Policies is wholly or
     partly irrecoverable (or where paragraph 1.6 applies if such money would
     under the Superior Landlord's usual terms of insurance be wholly or partly
     irrecoverable) by reason of any act neglect or default of the Tenant or any
     predecessor in title of either of them or any employee servant agent
     licensee or invitee of any of them or where the sum insured is inadequate
     as a result of a breach by the Tenant of paragraph 2.4(e) then the Tenant
     will pay to the Landlord the irrecoverable amount or the amount of such
     shortfall as the case may be

5.2  Subject to paragraph 5.4 payment under paragraph 5.1 shall be made on the
     later of the date of written demand by the Landlord and the date on which
     such insurance money (or the relevant part of it) would have been claimable
     under the Insurance Policies had they not been wholly or partly vitiated

5.3  In addition to any sum payable under paragraph 5.1 the Tenant shall pay
     interest at the Interest Rate on the relevant sum from the date on which
     that sum is due to the date of payment

6    Arbitration
----------------

     Any dispute under paragraphs 4 or 5 shall be determined by any arbitrator
     appointed pursuant to paragraph 6 of Schedule 5 to the Superior Lease to
     deal with any dispute between the Superior Landlord and the Landlord on
     substantially the same issue or otherwise to be agreed upon by the Landlord
     and the Tenant or in default of agreement to be nominated at the request of
     either of them or both of them jointly by the President and in either case
     in accordance with the Arbitration Act 1996

                                   Schedule 6
                                   ----------
                               Tenant's Covenants
                               ------------------

1    To pay Rent
----------------

1.1  To pay the Rent at the times and in the manner required by this Lease to
     such address as the Landlord may from time to time require and without
     deduction or set-off whether legal or equitable

1.2  To pay the Basic Rent by banker's standing order if required by the
     Landlord

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<PAGE>

1.3 If the Basic Rent or any part of it is not paid in cleared funds on the date
    on which it is due or if any other part of the Rent is not paid within
    fourteen days after becoming due (whether or not demanded except where a
    demand is required by this Lease) the sum in question shall carry interest
    at the Interest Rate for the period from the date on which it became due
    until the date of actual payment and that interest shall be paid by the
    Tenant on demand

1.4 If the Landlord reasonably refuses to accept Rent because an event referred
    to in clause 5 has occurred and the Landlord does not wish to waive its
    rights under that clause then such unpaid Rent shall nevertheless bear
    interest under paragraph 1.3 until the date the Rent in question is accepted

2   To pay Outgoings
--------------------

2.1 To pay and discharge all Outgoings relating to the Premises at the times
    when they become due

2.2 If at any time the Premises are not separately assessed for any Outgoings
    the Tenant shall pay to the Landlord on demand a fair proportion of any
    assessment which includes the Premises.

2.3 On expiry or sooner determination of the Term to pay to the Landlord the
    amount of any relief in respect of any Outgoings where claimed by the Tenant
    during the Term

2.4 Not without Consent (which shall not be unreasonably withheld or delayed) to
    agree with the relevant Authority any rating or other assessment in respect
    of the Premises and to consult with (and have due regard to the reasonable
    representations of) the Landlord in the negotiations for any such assessment
    or any appeal against any such assessment

3   Repair and Decoration
-------------------------

3.1 To keep the Premises in good and substantial repair and condition

3.2 To keep the Premises painted or otherwise decorated to a high Standard and
    to redecorate it to a high standard in the three months preceding
    Determination (having first obtained Consent to the colour scheme which
    Consent shall not be unreasonably withheld)

3.3 To keep the Premises in a clean and tidy condition

3.4 Not to use the Corridor for any purpose other than as a means of emergency
    escape and not to deposit any debris rubbish and/or other obstacles in the
    Corridor and to ensure that any doors are kept unlocked and in good working
    order

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<PAGE>

3.5 If the Tenant is in breach of this paragraph 3 then in addition to any other
    rights which the Landlord may have

    (a)  the Landlord may serve on the Tenant written notice specifying the
         breach in question and

    (b)  the Tenant shall as soon as practicable after receipt of that notice
         and in any event within six weeks (or sooner in emergency) commence and
         proceed with all due speed to remedy the breach

    (c)  if the Tenant fails to comply with paragraph 3.5(b) the Landlord may
         enter the Premises and carry out the relevant work and all costs
         incurred by the Landlord in so doing shall be a debt from the Tenant to
         the Landlord which the Tenant shall pay within ten days of written
         demand with interest on them at the Interest Rate from the date of
         demand to the date of payment

3.6 The Tenant shall give written notice to the Landlord immediately on becoming
    aware of
    (a)  any damage to or destruction of the Premises or the Building or

    (b)  any defect or want of repair in the Premises or the Building (including
         without limitation any relevant defect within the meaning of section 4
         Defective Premises Act 1972) which the Landlord is liable to repair
         under the Superior Lease or which the Landlord is or may be liable to
         repair under common law or by virtue of any Enactment

4   Yielding up on Determination
--------------------------------

4.1 On Determination the Tenant shall Yield up the Premises to the Landlord with
    vacant possession in a state of repair condition and decoration which is
    consistent with the proper performance of the Tenant's covenants in this
    Lease

4.2 If on Determination the Tenant leaves any fixtures fittings or other items
    in the Premises the Landlord may treat them as having been abandoned and may
    remove destroy or dispose of them as the Landlord wishes and the Tenant
    shall pay to the Landlord on demand the cost of this with interest at the
    Interest Rate from the date of demand to the date of payment and indemnify
    the Landlord against any and all resulting liability

4.3 The Tenant shall make good any damage caused in complying with paragraph 4.2
    and shall carry out all relevant works (including the making good of damage)
    to the reasonable satisfaction of the Landlord

4.4 If upon Determination the Premises are not left in the state required by
    this paragraph 4 the Tenant shall pay to the Landlord on demand (in addition
    to any other sums payable under this Lease had there been no such
    Determination for the

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<PAGE>

    period from the date of Determination to the date upon which the Landlord
    has put (or might reasonably have put) the Premises into the state in which
    they should have been left

5   Use
-------

5.1 The Tenant shall not use the Premises for any purpose except the Permitted
    Use

5.2 The Tenant shall not use the Premises for any purpose or activity which is
    illegal immoral noisy noxious dangerous to the Landlord or any other person
    or which might be harmful to the Premises or the Building

5.3 The Tenant shall not use the Premises for the purpose of residing or
    sleeping nor for any sale by auction nor as a betting office

5.4 The Tenant shall not enter into any covenant in favour of any person (other
    than the Landlord) nor require a covenant from any person the effect of
    which is to restrict the use of the Premises further than it is already
    restricted by this Lease

6   Alterations
---------------

6.1 The Tenant shall make no alteration addition or improvement to the Premises
    or the Building except as expressly permitted under paragraph 6.2

6.2 Subject to paragraph 6.3 the Tenant may carry out non-structural alterations
    additions or improvements to the Building which in every case do not:

    (a)  affect the exterior or external appearance of the Building or the
         Premises;

    (b)  affect the structural integrity or stability of the Building of the
         Premises;

    (c)  prevent the reinstatement of the Premises and the Building in
         accordance with this Lease, or

    (d)  adversely affect the operation or efficiency of the Plant and
         mechanical services

6.3 The Tenant may carry out alterations additions or improvements to the
    Premises permitted by paragraph 6.2 where:

    (a)  the Tenant has submitted to the Landlord detailed plans and
         specifications showing the works and

    (b)  the Tenant has given to the Landlord such covenants relating to the
         carrying out of the works as the Landlord may reasonably require and

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<PAGE>

    (c)  the Tenant has if reasonably so required by the Landlord provided the
         Landlord with suitably security which will allow the Landlord to carry
         out and complete the works if the Tenant fails to do so and

    (d)  the Tenant has obtained Consent to the works (which shall not be
         unreasonably withheld)

6.4 The Tenant may without Consent erect dismantle or alter non-structural
    demountable partitions which do not have any of the effects set out in
    paragraph 6.3(a) to (d) provided that the works are carried out in a good
    and workmanlike manner in accordance with all necessary Consents and full
    details of the works are submitted to the Landlord as soon as reasonably
    practicable after commencement of the works and in any event within three
    weeks of commencement of the same

7   Signs
---------

7.1 The Tenant shall not fix or display in or on the Premises any sign other
    than as permitted pursuant to schedule 1 paragraph 6

8   Dealings with the Premises
-------------------------------

8.1 Unless expressly permitted under paragraph 8.10 or by a Consent granted
    under paragraphs 8.2 8.3 or 8.4 the Tenant shall not assign charge part with
    or share possession or occupation of all or any part of the Premises nor
    hold the Premises on trust for any other person

8.2 The Landlord shall not unreasonably withhold Consent to a legal charge of
    the whole of the Premises

8.3 The Landlord shall not unreasonably withhold Consent to an assignment of the
    whole of the Premises

8.4 Without restricting the scope of Paragraph 8.3 the Landlord and the Tenant
    agree for the purposes of section 19(1A) of the Landlord and Tenant Art 1927
    that the Landlord may withhold Consent unless the circumstances set out in
    Paragraph 8.5 exist and/or the conditions set out in Paragraph 8.6 are
    fulfilled.

8.5 The circumstances referred to in Paragraph 8.4 above are that:

    (a)  the prospective assignee is not a Group Company or a Connected Person

    (b)  in the reasonable opinion of the Landlord the prospective assignee is
         of sufficient financial standing to enable it to comply with the
         Tenant's covenants in this Lease for the remainder of the Term

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<PAGE>

    (c)  there is no sum due to the landlord by the Tenant under this Lease and
         the Tenant is not in any other material breach of the Tenant's
         covenants in this Lease

    (d)  the Landlord has received an undertaking from the Tenant's solicitors
         in such form as the Landlord may reasonably require to pay to the
         Landlord on demand the reasonable legal and surveyors' costs and
         disbursements (including input Value Added Tax) incurred by the
         Landlord and any Superior Landlord in considering the Tenant's
         application and preparing negotiating and entering into any relevant
         documentation whether or not the application is withdrawn or the
         Consent is granted

8.6 The conditions referred to in Paragraph 8,4 are that:

    (a)  the Tenant (and any former Tenant who by virtue of there having been an
         "excluded assignment" as defined in Section I I of the Landlord and
         Tenant (Covenants) Act 1995 has not been released from the Tenant's
         covenants in this Lease) shall enter into an Authorised Guarantee
         Agreement

    (b)  if the Landlord reasonably requires, a guarantor or guarantors
         acceptable to the Landlord acting reasonably has guaranteed to the
         Landlord the due performance of the prospective assignee's obligations
         in such terms as the Landlord may reasonably require and

    (c)  any security for the Tenant's obligations under this Lease which the
         Landlord holds immediately before the assignment is continued or
         renewed in each case on such terms as the Landlord may reasonably
         require in respect of the Tenant's liability under the authorised
         guarantee agreement referred to in paragraph 8.6(a) (but this paragraph
         shall not apply to any authorised guarantee agreement entered into by a
         former Tenant or by any guarantor of a former Tenant)

    (d)  provided that if at any time before the execution of the deed of
         assignment the circumstances set out in Paragraph 8.5 or any of them
         change the Landlord may revoke the Consent by written notice to the
         Tenant

8.7 The Tenant shall not underlet the whole or any part of the Premises

8.8 Any Consent granted under this paragraph 8 shall (unless it expressly states
    otherwise) only be valid if the dealing to which it relates is completed
    within three months after the date of the Consent

8.9 The Tenant may (after giving written notice to the Landlord containing all
    relevant information) share occupation of the Premises with any Group
    Company on condition that the sharing shall not create any relationship of
    landlord and tenant

                                       32
<PAGE>

      and that on any occupier ceasing to be a Group Company the occupation
      shall immediately cease or be otherwise documented In accordance with this
      paragraph 8

8.10  Within ten days after any dealing with or transmission or devolution of
      the Premises or any interest in it (whether or not specifically referred
      to in this paragraph 8) the Tenant shall give to the Landlord's solicitors
      at that time notice in duplicate specifying the basic particulars of the
      matter in question and at the same time supply a certified copy of any
      instrument making or evidencing it and pay those solicitors a registration
      fee of (Pounds)5O or such higher sum as shall be reasonable at the time

8.11  From time to time on demand during the Term the Tenant shall provide the
      Landlord with copies of any relevant documents and the identity of the
      occupiers of the Premises

9     Legal Obligations and Necessary Consents
----------------------------------------------

9.1   The Tenant shall comply with all Legal Obligations relating to the
      Premises or any part thereof

9.2   Where the Tenant receives from an.Authority any formal notice relating to
      the Premises or the Building (whether or not the notice is of a Legal
      Obligation) it shall immediately send a copy to the Landlord and if
      requested by the Landlord make or join in making such objections
      representations or appeals in respect of it as the Landlord and/or the
      Superior Landlord may reasonably require (except those which are to the
      detriment of the business of the Tenant or any permitted occupier of the
      Premises)

9.3   Where any Legal Obligation requires the carrying out of works to the
      Premises (other than works to be carried out pursuant to part 2 of
      schedule 4) the Tenant shall (if and to the extent required by this Lease)
      apply for Consent and any Necessary Consents to carry out the works and
      after obtaining them the Tenant shall carry out the works to the
      reasonable satisfaction of the Landlord

9.4   Before doing anything at the Premises which requires any Necessary
      Consents (and whether or not the Landlord shall have issued its Consent to
      that thing under the other provisions of this Lease) the Tenant shall:

      (a)  obtain all Necessary Consents for the purpose and

      (b)  produce copies of all Necessary Consents to the Landlord and

      (c)  obtain the approval of the Landlord (which shall not be unreasonably
           withheld) to the Necessary consents and the implementation of them

                                       33
<PAGE>

   PROVIDED that the Tenant shall not without Consent make or alter any
   application for any Necessary Consent

9.5  Where any Necessary Consent implemented by the Tenant or any undertenant or
     permitted occupier of the Premises requires works to be carried out by a
     date subsequent to Determination the Tenant shall ensure that those works
     are completed before Determination

9.6  If the Tenant receives or is entitled to receive any statutory compensation
     in relation to the Lease (other than from the Landlord) and if
     Determination occurs otherwise than by effluxion of time the Tenant shall
     upon Determination pay to the Landlord a fair proportion of that
     compensation

9.7  If and when called upon to do so the Tenant shall produce to the Landlord
     all plans documents and other evidence which the Landlord may require in
     order to satisfy itself that this paragraph 9 has been completed with

10   Conduits and Plant
-----------------------

10.1 The Tenant shall not use The Conduits or the Plant:

     (a)  for any purpose other than that for which they are designed

     (b)  so as to exceed the capacity for which they are designed

10.2 The Tennant will keep clean and free from obstruction all Conduits in the
     Premises

11   Overloading and Damage
---------------------------

11.1 The Tenant shall not overload any part of the Premises or the Building

11.2 The Tenant shall not install in the Premises any machinery other than
     normal light and quiet office machinery and shall keep all such machinery
     in good condition

11.3 The Tenant shall not damage or obstruct any part of the Building or any
     accesses to it

11.4 The Tenant shall not keep produce or use any Hazardous Material on the
     Premises without Consent nor (whether or not Consent is given) cause any
     Environmental Damage

11.5 Any request by the Tenant for Consent under paragraph 11.4 shall be in
     writing and shall be accompanied by

     (a)  all information required to demonstrate to the reasonable satisfaction
          of the Landlord that any such Hazardous Material is necessary to the
          business of the

                                       34
<PAGE>

          Tenant and will be kept produced or used in such manner as to comply
          with all Legal Obligations applicable to such Hazardous Material and
          to prevent Environmental Damage

     (b)  all relevant information regarding compliance with any relevant Legal
          Obligations (such information to include without limitation copies of
          applications for Necessary Consents relating to any manufacturing
          Processes Waste treatments recycling storage or disposal practices)

11.6 The Tenant shall forthwith notify the Landlord in writing of any change in
     the facts and circumstances assumed or reported in any application for or
     granting of Consent or any Necessary Consent relating to any Hazardous
     Material kept produced or used on the Premises

11.7 The Tenant shall indemnify the landlord against all losses claims or
     demands in respect of any Environmental Damage arising out of the use or
     occupation of the Premises or the state of repair of the Premises

12   Rights and Easements
------------------------

12.1 The Tenant shall not grant to any third party any rights of any nature over
     the Premises

12.2 The Tenant shall preserve all easements and rights currently enjoyed by the
     Premises and in particular (without limitation) will not obstruct any of
     the windows of the Premises

12.3 The Tenant shall not do or omit to do anything whereby any right of
     prescription may arise against the Landlord

13   Entry by Landlord
----------------------

13.1 Upon reasonable prior written notice (except in emergency when no notice
     need be given) the Tenant shall permit The Landlord and those authorised by
     it at all times to enter (and remain unobstructed on) the Premises for the
     purpose of.

     (a)  exercising the rights reserved by schedule 2 or

     (b)  inspecting the Premises for any purpose or

     (c)  making surveys or drawings of the Premises or

     (d)  erecting a notice board stating that the Premises are to let or for
          sale (which the Tenant shall not remove interfere with or obscure) or

                                       35
<PAGE>

     (e)  complying with any of the Landlord's obligations under this Lease or
          with any other Legal Obligation of the Landlord or

     (f)  carrying out works which are the responsibility of the Tenant under
          this Lease but which the Tenant has failed to do

     (g)  doing anything which the Landlord reasonably considers necessary or
          desirable for the performance by the Landlord of the covenants on its
          part contained in this Lease or the provision of the Services

13.2 The Tenant shall keep the Landlord informed of the names addresses and
     telephone numbers of at least two persons who have keys to the Premises

14   Costs
----------

14.1 The Tenant shall pay to the Landlord on demand all proper and reasonable
     costs expenses losses and liabilities properly and reasonably incurred by
     the Landlord as a result of or in connection with:

     (a)  any breach by the Tenant of any of its covenants or obligations in
          this Lease and/or the enforcement or attempted enforcement of those
          covenants and obligations by the Landlord

     (b)  any application for Consent under this Lease whether or not that
          Consent is refused or the application is withdrawn

     (c)  the preparation and service of any notice under section 146 or 147 Law
          of Property Act 1925 not withstanding that forfeiture may be avoided
          otherwise than by relief granted by the Court

     (d)  the preparation and service of any notice under paragraph 3.7 or any
          schedule of dilapidations served during the Term or within three
          months after Determination

14.2 If any payment which falls to be made by the Tenant to the Landlord under
     this Lease by way of indemnity or on an indemnity basis ("initial indemnity
     payment") is taxable in the Landlord's hands the sum payable shall be
     increased so that after payment of tax on it the Landlord retains a net sum
     equal to the initial indemnity payment

15   Loss of Guarantor
----------------------

     If any party who has guaranteed to the Landlord the Tenant's obligations
     contained in this Lease dies or is the subject of any of the events
     referred to in clause 5.1(c) then within 14 days after the event the Tenant
     shall give notice of it to the Landlord and if so required by the Landlord
     at the expense of the Tenant the Tenant shall within twenty eight days
     after that event procure a further guarantee in the same terms from a party
     reasonably acceptable to the Landlord

                                       36
<PAGE>

16   Title Matters
------------------

     The Tenant shall observe and perform all covenants in respect of the
     Premises arising from the Title Matters so far as they affect the Premises
     and are still subsisting

17   VAT
--------

17.1 Where the Landlord has elected to waive exemption under paragraph 2(l) of
     Schedule 10 to the Value Added Tax Act 1994 in relation to the Premises,
     the Tenant shall as soon as reasonably practicable following written
     request by the Landlord from time to time provide the Landlord with such
     information, supporting evidence and assistance as the Landlord shall
     reasonably require in order to enable the Landlord to determine, and where
     necessary to agree with HM Customs & Excise, whether any supplies which the
     Landlord may make under or in connection with this Lease are or are not
     taxable supplies for VAT purposes

17.2 If

     (a)  any information provided by the Tenant under paragraph 18.1 is or
          becomes incorrect, or is likely to become incorrect or

     (b)  circumstances change such that the status for VAT purposes of supplies
          made by the Landlord under or in connection with this Lease changes or
          might change or such that the Landlord proves to have treated those
          supplies incorrectly for VAT purposes, the Tenant shall forthwith
          notify the Landlord and supply such information and supporting
          evidence as the Landlord shall reasonably require in order to enable
          the Landlord to determine, and where necessary to agree with HM
          Customs & Excise, the correct status of such supplies for VAT purposes

                                   Schedule 7
                             Landlord's Covenants

1    Quiet Enjoyment
-------------------

     If the Tenant observes and performs the Tenant's covenants and obligations
     in this Lease the Tenant may peaceably hold and enjoy the Premises during
     the Term without any lawful interruption or disturbance from or by the
     Landlord or any person claiming through under or in trust for the Landlord

2    Indemnities
----------------

     In relation to any indemnity given hereunder by the Tenants to the Landlord
     the Landlord shall

                                      37
<PAGE>

2.1  as soon as practicable give notice in writing to the Tenant of any claims
     proceedings costs expenses and demands ("Claims") brought or made or
     threatened to be brought or made against the Landlord

2.2  not admit liability settle adjust or compromise any Claims without first
     having notified the Tenant of its proposed actions and allowing the Tenant
     a reasonable opportunity to make representations in respect of such actions

2.3  give to the Tenant at the Tenant's cost all such assistance as the Tenant
     may reasonably require in respect of claims and

2.4  use all reasonable endeavours to mitigate any losses it suffers as a result
     of the occurrence of Claims

3    Superior Lease
-------------------

3.1  To pay the rent reserved by and observe and perform the covenants of the
     lessee and the conditions contained in the Superior Lease, except in so far
     as the covenants fall to be observed and performed by the Tenant by reason
     of the obligations of the Tenant in this Lease

3.2  To use reasonable endeavours to procure that the Superior Landlord will
     throughout the Term perform and observe the covenants on its part contained
     in the Superior Lease, but the Landlord will not be personally liable for
     any breach non-performance or non-observance of any of those covenants by
     the Superior Landlord

3.3  On the request and at the cost of the Tenant to take all reasonable steps
     to obtain the Superior Landlord's consent, whenever the Tenant applies for
     any consent required under this Lease where the consent of both the
     Landlord and the Superior Landlord is needed by virtue of this Lease and
     the Superior Lease

                                      38
<PAGE>

Original
--------

SIGNED as a Deed by WCRS              )
LIMITED acting by a Director and its  )
Secretary or two Directors            )


                                    Director

                               Secretary/Director

Counterpart
-----------

SIGNED as a Deed by Loudeye             )
TECHNOLOGIES UK LIMITED acting          )
By a Director and its Secretary or two  )
Directors                               )


                                    Director

                               Secretary/Director

                                      39
<PAGE>

                           DATED                2000


                                WCRS    LIMITED
                                ---------------


                                      to


                       LOUDEYE TECHNOLOGIOES UK LIMITED
                       --------------------------------



                           AGREEMENT FOR UNDERLEASE
                           ------------------------

                  relating to Ground and Lower Ground floors
                      8-10 Lower James Street, London W1



                               Cannings Connolly
                         Hillgate House 26 Old Bailey
                               London  EC4M 7HQ


                                      40
<PAGE>

THIS AGREEMENT dated                               2000 is made
--------------

BETWEEN WCRS LIMITED (Company Registration No. 1737774) whose registered office
--------------------
is at 5 Golden Square London WIR 4BS ("the Landlord") of the one part and
LOUDEYE TECHNOLOGIES UK LIMITED (Company Registration No. 3929919) whose
-------------------------------
registered office is at Carmelite 50 Victoria embankment London EC4Y ODX ("the
Tenant") of the other part

WITNESSETH AS FOLLOWS:
---------------------
1    Definitions and Interpretations
     -------------------------------

1.1  Save insofar as the same conflict with the definitions of the words or
     expressions contained in Clause 1.2 or except as otherwise provided or the
     context otherwise requires the definitions of the words and expressions
     contained in the Underlease (as defined in Clause 1.2) shall have effect
     herein

1.2  In this Agreement the following expression shall have the following
     meanings:

     "Carpeting Works"        shall mean the works comprising carpeting the
                              Premisis with [specify]

     "Completion Date"        shall mean the date which is three Working Days
                              after the later of
                              (a)  the date on which the Licence to Underlet is
                                   granted by the Superior Landlord
                              (b)  the date on which the Order referred to in
                                   Clause 3.1.3 is obtained
                              (c)  the date on which the Superior Lease is
                                   granted to the Landlord
                              (d)  the Works Completion Date

     "Floor Box Works"        shall mean the provision floor boxes in the
                              Premises in accordance with the plan annexed as
                              Appendix 3

     "Landlord's Solicitors"  shall mean Cannings Connolly of Hillgate House 26
                              Old Bailey London EC4M 7HQ

     "Licence to Underlet"    shall mean a Licence from the Superior Landlord to
                              the Landlord to underlet the Premises to the
                              Tenant in a form reasonably acceptable to the
                              parties hereto

     "Rent Deposit Deed"      shall mean the form of rent deposit deed annexed
                              as Appendix 2

     "Tenant's Solicitors"    shall mean Leslie Sinclair & Co of 20 Marsh Lane
                              Mill Hill London NW7 4QP

     "Title Matters"          shall mean any covenants easements rights or other
                              matters affecting the Premises or of which the
                              Premises has the benefit which are contained or
                              referred to in the Underlease

     "Underlease"             shall mean the form of underlease of the Demised
                              Premises annexed as Appendix I

     "Working Day"            shall mean a day on which clearing banks are (or
                              would be but for a strike lockout or other
                              stoppage

                                      41
<PAGE>

                              affecting particular banks or banks generally)
                              open during banking hours

     "Works"                  shall means the Floor Box Works and the Carpeting
                              Works

     "Works Completion Date"  means the date on which the Landlord confirms in
                              writing to the Tenant that either the Works have
                              been completed or (if a notice under Clause 4.2
                              shall have been served) the Floor Box Works have
                              been completed

1.3 In this Agreement:

1.3.1 words importing one gender import any other gender words importing the
      singular import the plural and vice versa and any reference to a person
      includes a reference to a company authority board department or other
      body.

1.3.2 if either party is at any time more than one person its obligation
      shall be joint and several obligations of such persons

1.3.3 the Clause headings shall not be taken into account for the purposes of
      the construction or interpretation of this Agreement

1.3.4 references to Clauses shall be references to clauses of to this Agreement

Grant of Underlease
-------------------
2.1   Subject to the provisions of Clause 3 the Landlord shall grant and the
      Tenant shall accept and execute a counterpart of the Underlease

2.2   The grant of the Underlease will take place on the Completion Date

2.3   On the Completion Date the Landlord and the Tenant shall deliver to each
      other a fully executed Rent Deposit Deed and the Tenant shall pay the sum
      of (Pounds) [167270] (being the deposit required under the Rent Deposit
      Deed) to the telegraphic transfer or other direct credit to the client
      account of the Solicitors

2.4.1 any time on or after the Completion I)ate either the Landlord or the
      Tenant being ready able and willing to complete the Underlease and perform
      its other obligations under this Agreement may (but without prejudice to
      any other available right or remedy) by notice to the other invoke the
      provisions of Clause 2.4.2

2.4.2 within five Working Days after service of a notice under Clause 2.4.1
      (excluding the day of service) the Underlease must be completed and the
      parties must perform their other obligations under this Agreement and time
      is to be of the essence of this provision

3     Pre-conditions to Completion

3.1   Completion of the transactions referred to in Clause 2.1 is subject to the
      following conditions:

3.1.1 the Licence to Underlet being obtained and the Tenant shall supply such
      information and references as may reasonably be required by the Superior
      Landlord

3.1.2 grant by a Court of competent jurisdiction of an Order under Section 38 of
      the Landlord and Tenant Act 1954 (as amended) excluding the provisions of
      Sections 24 to 28 (inclusive) of that Act in relation to the tenancy to be
      created by the

                                      42
<PAGE>

      Underlease (the form of application for such Order having been settled
      between the parties' respective solicitors)

3.1.3 grant of the Superior Lease to the Landlord

3.1.4 the Works Completion Date having occurred

3.2.1 Both parties shall use all reasonable endeavors to discharge the
      conditions referred to in Clause 3.1.1 and 3.1.2

3.2.2 If all those conditions referred to in Clause 3.1 have not be discharged
      by the date which is three months after the date of this Agreement then
      either party may forthwith rescind this Agreement written notice whereupon
      this Agreement shall cease and determine subject to any accrued liability
      for any antecedent breach of covenant

3.3   The Tenant must comply with all requirements the Superior Landlord is
      entitled by the terms of the Superior Lease to impose on a prospective
      underlessee of part of the premises demised by the, Superior Lease as a
      condition of granting its consent to any underlease including but not
      limited to if so required by the Superior landlord to covenant directly
      with the Superior Landlord.

3.4   Nothing in this Clause 3 shall oblige the Landlord to institute
      proceedings for declaration that the Licence to Underlet has been
      unreasonably withhold

4     Works
      -----

4.2   The, Landlord shall use all reasonable, endeavours to complete the Works
      in a good and workmanlike manner as soon as reasonably practicable

4.3   The Tenant may at any time before the Carpeting Works have commenced
      require the Landlord to delay those works for a period of up to three
      months after the Completion Date to enable the Tenant to install data and
      telecommunications cabling and if such notice is served then the landlord
      will carry out and complete the Carpeting Works as soon as reasonably
      practicable after being informed by the Tenant that the same may be
      carried out or after the expiry of the said three month period (whichever
      is the earlier)

5     Damage to the Premises

      No damage to or destruction of the Premises or any part of them occurring
      after the date of this Agreement however occasions is to affect the
      obligations of the parties under this Agreement in any way.

6     Title
      -----

      The Premises are leased subject to and where, appropriate with the benefit
      of:

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

6.2   all notices served and proposed requirements or agreements made by or (as
      the case may be) with any competent authority

6.3   all overriding interests as defined in Section 70(l) of the Land
      Registration Act 1925 as amended

6.4   the Title Matters but otherwise with vacant possession

7     Non-merger
      ----------

      The obligations of the Landlord and the Tenant shall continue
      notwithstanding completion insofar as they remain to be performed and
      observed

8     No Representations
      ------------------

                                      43
<PAGE>

8.1   This Agreement incorporates the entire contract between the parties and
      the Tenant acknowledges that the Tenant has not entered into this
      Agreement in reliance on any advertisement or other matter issued by the
      Landlord or the Landlord's agents or in reliance on any statements or
      representations made to the Tenant by either of them save those written
      statements of the Landlord's Solicitors made before the date of this
      Agreement in reply to any written enquiries raised by the Tenant's
      Solicitors

8.2   The Tenant has entered into this Agreement with notice of the actual state
      and condition of the Premises and must take the Premises as they are

8.3   No immaterial error emission mis-statement in this Agreement or any plan
      referred to in this Agreement or any statement made by any person prior to
      the making of this Agreement is to affect the obligations of the parties
      under this Agreement in any way or entitle either party to damages or
      compensation

9     Value Added Tax
      ---------------

      Any sums to be paid under this Agreement shall be exclusive of VAT and the
      party liable to pay any VAT shall do so upon receipt from the other party
      of a VAT invoice

10    Notices
      -------

10.1  Any notice or other communication given or made in accordance with this
      Agreement must be in writing and may in addition to any other effective
      mode of service be sent by registered or recorded delivery or by fax
      (provided that a confirmatory copy is sent by registered post or recorded
      delivery) on the same day to the relevant party either at the address of
      that party shown on the first page of this Agreement or at any other
      address it may from time to time notify to the other party as being its
      address for service for the purposes of this Agreement

10.2  Any notice or other communication given by or to any party in accordance
      with this Agreement maybe given by or to that party's solicitors

11    Third Party Rights
      ------------------

      Unless the right of enforcement is expressly granted it is not intended
      that any term of this Agreement shall be enforceable under the Contract
      (Rights of Third Parties) Act 1999 by a person who is not a party to this
      Agreement

AS WITNESS the hands of the parties hereto
----------

                                      44

Source: OneCLE Business Contracts.