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Sample Business Contracts

Germany-Hamburg-Chilehaus/Fischertwiete 2 Lease - CMGI (UK) Ltd. and Deutsche Immobilien Fonds AG (DIFA)

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  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
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Translation
from German
July 17, 2000

                                LEASE AGREEMENT

                                by and between

                                CMGI (UK) Ltd.
                                Hasilwood House
                                60 Bishopsgate
                              GB London EC2N 4AG

                                   - hereinafter referred to as "Tenant "-

                                   and

                                     DIFA
                 DEUTSCHE IMMOBILIEN FONDS AKTIENGESELLSCHAFT
                        Valentinskamp 20, 20354 Hamburg

                                   - hereinafter referred to as "Landlord" -

                    Contract No.:   0182.3.
                    (Please state in all correspondence and payments)

                    Object:  Chilehaus, Fischertwiete 2,  20095 Hamburg
                                                     (Office Space Euro)
<PAGE>

                                      2

                               TABLE OF CONTENTS
                            to the Lease Agreement
                                by and between
                                CMGI (UK) Ltd.
                                      and
                                     DIFA
                 DEUTSCHE IMMOBILIEN FONDS AKTIENGESELLSCHAFT

<TABLE>
<CAPTION>
                                                                         Page
<S>                                                                      <C>
(S) 1     Premises                                                          3
(S) 2     Hand-Over of Premises and Purpose of Lease                        4
(S) 3     Commencement and Duration of Lease                                6
(S) 4     Notice of Termination                                             8
(S) 5     Rental and Inflation Proofing                                     8
(S) 6     Payment of Rental - Security                                     11
(S) 7     Ancillary Costs                                                  13
(S) 8     Heating Costs                                                    17
(S) 9     Breakdown of Heating and Technical Equipment as
          well as Supply System                                            18
(S) 10    Maintenance and Utilisation of Object as well as Premises        19
(S) 11    Subletting                                                       22
(S) 12    Installations and Alterations by the Tenant as well as
          Advertising and Special Operating Equipment                      23
(S) 13    Improvements and Structural Alterations by the Landlord          23
(S) 14    Liability of Landlord - Interferences by Third Parties           25
(S) 15    Insurances                                                       26
(S) 16    Access to Premises                                               26
(S) 17    Termination of Lease Agreement                                   27
(S) 18    Sale of Object                                                   28
(S) 19    General Provisions                                               29
(S) 20    Additional Provisions                                            30

Attachment 1        Ground Plan/Plan of fit-out
Attachment 2        Definition of Areas
Attachment 3        Description of Fit Out
Attachment 4        Lease Security1
Attachment 5        Security 2
</TABLE>

<PAGE>

                                      3

                                     (S) 1
                                   Premises
                                   --------

(1)  The Landlord is the owner of the property in 20095 Hamburg, Fischertwiete 2
     (Chilehaus) which is hereinafter also described as "Object".

(2)  The Landlord leases to the Tenant the following areas ("Leased Areas") in
     the Object, hereinafter also described as "Premises", the location of which
     (with the exception of the pro-rata common areas) is shown in the plans
     attached hereto as

                                 ATTACHMENT 1.


(2.1)  Office areas on the 2/nd/ floor including pro-rata
       common areas                                          appr.  1,103 m/2/
(2.2)  Filing areas on                                       appr.  m/2/
(2.3)  Storage areas on                                                     m/2/
(2.4)  Service Areas on                                                    m/2/
(2.5)  Parking Lots in the underground garage

       "Klosterwall"                                         10 lots
(2.6)  Outside parking lots             lots
(2.7)
(2.8)
(2.9)

(3)    The size of the above mentioned Leased Areas has been determined in
       accordance with the Definition of Areas, attached hereto as

                                 ATTACHMENT 2.

       This size is being checked. In case of deviations, the following
       paragraph shall apply.

(4)    Any deviation from the Leased Areas, as stated in para. (2) above, from
       the actual situation in the Premises by up to 1.5 % of all Leased Areas,
       as stated in para. (2) above, does not substantiate a claim for rental
       adjustment, i. e. neither for the Landlord nor for the Tenant. In case of
       a deviation by more than 1.5 %, the rental shall be adjusted in
       accordance with the full deviation. Upon expiration of one year after
       hand-over of the Premises, neither the Landlord nor the Tenant may demand
       such adjustment of the rental.

<PAGE>

                                      4

                                     (S) 2
                  Hand-Over of Premises and Purpose of Lease

(1)  The Premises shall be handed over to the Tenant upon commencement of the
     lease. Upon hand-over, a joint hand-over protocol will be prepared showing
     any deficiencies and remaining work which the Landlord shall carry out
     forthwith. To the extent that the hand-over protocol does not contain any
     deficiencies/remaining work, the Tenant accepts the condition of the
     Premises as complying with the Agreement upon execution of the hand-over
     protocol, with the exception of hidden defects.

(2)  Upon hand-over, the Tenant shall receive ten sets of keys to enter the
     Premises (but no keys for the doors within the Premises) and one code card
     per parking lot in the underground garage. Any additional keys or code
     cards required by the Tenant shall be made available to him  without delay,
     at his costs.

(3)  Firm signs in the central entrance area shall be designed and affixed in a
     uniform way. To the extent that the uniform design so permits, the Landlord
     shall consider requests from the Tenant. The same applies to guidance
     systems, if any. The costs of such uniform firm signs and a guidance
     system, if any, and the installation of same shall be borne by the
     Landlord.  Any costs in connection with alterations and special requests
     shall be borne by the Tenant.

(4)  For the duration of this Agreement, the Tenant wants to and shall operate
     an office for administration, distribution and technical support for the
     placement of new media in the internet in the Premises ("Purpose of the
     Lease"). Any change of the business/profession exercised in the Premises
     shall be subject to the prior written consent of the Landlord, which may
     only be refused for important cause. It shall be the sole sphere of
     responsibility of the Tenant to ensure that the Premises are economically
     suited for the Purpose of the Lease agreed upon herein.

(5)  Pursuant to (S) 9 para. (2) UStG [Turnover Tax Law], the Landlord has opted
     for Value Added Tax for the Object. The Tenant shall exclusively utilise
     the Premises for turnovers which are subject to deduction of prior tax. If,
     contrary to the foregoing provision, the Tenant should carry out turnovers
     in the Premises excluding the deduction of prior tax, he shall so inform
     the Landlord forthwith. In such case, he shall be obligated to offset to
     the Landlord any disadvantage caused to the Landlord by the loss of the
     deduction of prior tax. Furthermore, the Tenant shall deliver to the
     Landlord, upon the latter's substantiated request, a written declaration to
     the effect that he utilises the Premises exclusively for turnovers which do
     not exclude the deduction of prior tax. To the extent that the Landlord has
     to furnish further proof in this

<PAGE>

                                      5

     regard to the tax authorities, the Tenant shall be obligated to furnish the
     pertinent proof to the Landlord or to furnish same directly to the tax
     authorities, to the extent this is sufficient for the Landlord to comply
     with his obligations.

(6)  Government requests and orders which are exclusively based on the general
     condition and/or location of the Object shall be complied with by the
     Landlord. To the extent that government orders or the obtaining/maintaining
     of government permits are caused by the personal or special operational
     conditions of the Tenant or the special conditions of his commercial
     business, the Tenant shall be exclusively responsible for any measures and
     costs connected therewith. In this regard the Tenant shall also comply with
     future government requests and orders concerning the utilisation of the
     Premises, at his costs, even if same should be directed against the
     Landlord.

(7)  The Landlord shall be free to lease other areas in the Object to third
     parties who pursue the same or similar purposes as the Tenant. The Tenant
     shall not be granted any protection from competition.

                                     (S) 3
                      Commencement and Duration of Lease

(1)  The Lease Agreement shall commence ten weeks after grant of the building
     permit and signing by the last of the two parties ("Commencement of
     Lease"). If the Object has been fitted out earlier, the Landlord can
     request that handover is moved to an earlier date, not before August 31,
     2000, however. In case the Tenant should refuse to accept the Premises
     which are in a condition complying with the Agreement, the obligation for
     payment of rental shall begin upon default of acceptance by the Tenant.

(2)  In case the hand-over date, as stipulated in para. (1) above, is exceeded
     by more than one month, the Tenant may rescind the Agreement. Further
     claims of the Tenant shall be excluded, unless the Landlord had acted
     deliberately or with gross negligence.

(3)  The Lease Agreement shall be  entered into for a fixed period of five
     years, commencing as of the first day of the month following the
     commencement of the lease ("fixed lease period"). (Also read Sec. 20 paras
     3.3 and 3.4).

(4)  The Tenant may demand in writing no later than one year before expiration
     of the  option lease period, to resume negotiations on the renewal of this
     Lease Agreement at rentals and rental conditions to be newly negotiated.
     The rental to be newly negotiated shall correspond to

<PAGE>

                                      6

      the rental which can be obtained at the beginning of the last year of the
      option lease period at the location of the Object.

(5)   Unless the parties hereto agree on a new rental and new conditions of a
      lease agreement up to ten months prior to the expiration of the option
      lease period by validly concluding a new lease agreement, this Lease
      Agreement shall be extended for an indefinite period of time, unless
      terminated at the latest nine months prior to the expiration of the option
      lease period by either party to the Agreement. If the Lease Agreement has
      been extended by an indefinite period of time, it may also be terminated
      with nine months' prior notice to the end of a month. The same applies if
      the Tenant has not demanded that negotiations on the renewal of this Lease
      Agreement be resumed pursuant to the foregoing para. (5) or has not
      exercised its option (cf. Sec. 20 para. 3.4).

(6)   If the Tenant should continue to utilise the Premises upon expiration of
      the lease period, the Lease Agreement shall not be deemed extended. (S)
      568 BGB [German Civil Code] shall not apply.

(7)   In case of a complete destruction or the destruction of the major part of
      the Premises by an event for which the Landlord is not responsible (e. g.
      fire etc.), the Landlord shall have the discretion to decide whether or
      not to reconstruct the Premises. In case the Landlord should decide to
      reconstruct the Premises, the Tenant shall be bound by this Lease
      Agreement provided that the Premises are again made available to him
      within 12 (twelve) months after the event causing the destruction/damage.
      The obligation for payment of the rental shall, however, rest/be reduced
      for as long as the Tenant cannot utilise the Premises or can only use part
      of them in accordance with the Agreement.

                                     (S) 4
                             Notice of Termination

(1)   Any notice of termination of the Lease Agreement must be given in writing.
      As regards the timely notice of termination, the date of receipt of the
      letter of termination shall be decisive and not the date of mailing.

(2)   The Landlord and the Tenant may terminate the Lease Agreement for cause
      without observing a notice period. Furthermore, the Landlord may terminate
      the Lease Agreement forthwith, if

(2.1) the Tenant is in default in meeting his payment obligations or a
      substantial part of the rental for two consecutive payment dates ((S) 554
      para. (1) clause 1 BGB [German Civil Code], or

<PAGE>

                                      7

(2.2) the Tenant is in default in meeting his payment obligations for a period
      exceeding more than two payment dates in an amount equal to the rental for
      two months ((S) 554 para (1) clause 2 BGB [German Civil Code], or

(2.3) the Tenant has to give an affidavit pursuant to (S) 807 ZPO [German Code
      of Civil Procedure], has initiated out-of-court proceedings serving the
      settlement of debts or has suspended his payments, or

(2.5) the Tenant is in default with furnishing the security agreed upon and has
      not furnished such security within an additional period of two weeks.

                                     (S) 5
                         Rental and Inflation Proofing
                         -----------------------------

(1) The monthly rental is composed as follows:

<TABLE>
<S>        <C>                                                                       <C>
-------------------------------------------------------------------------------------------------
           1,103 m/2/ office space on the 2/nd/ upper floor including
1.1            pro-rata common area at                 18.50/m/2/     = (Euro)     20,405.50
-------------------------------------------------------------------------------------------------
1.2            -    m/2/ filing areas on [  ] at (Euro)               = (Euro)
-------------------------------------------------------------------------------------------------
1.3            -    m/2/ storage areas on [  ] at (Euro)              = (Euro)
-------------------------------------------------------------------------------------------------
1.4            -   m/2/ service areas on [  ] at (Euro)               = (Euro)
-------------------------------------------------------------------------------------------------
1.5        10 parking lots in the underground
               garage "Klosterwall" at  (Euro)       100/lot          = (Euro)      1,000.00
-------------------------------------------------------------------------------------------------
1.6             outside parking lot at (Euro)                         = (Euro)
-------------------------------------------------------------------------------------------------
1.7            -                                                      = (Euro)
-------------------------------------------------------------------------------------------------
1.8            -                                                      = (Euro)
-------------------------------------------------------------------------------------------------
1.9            -                                                      = (Euro)
-------------------------------------------------------------------------------------------------
1.10       subtotal I                                                 = (Euro)     21,405.50
-------------------------------------------------------------------------------------------------
1.11       1,100 advance for ancillary costs
                    ((S) 7)                          2.50/m/2/        = (Euro)      2,757.50
-------------------------------------------------------------------------------------------------
1.12       1,100 advance for heating costs
                    ((S) 8)                          0.50/m/2/        = (Euro)        551.50
-------------------------------------------------------------------------------------------------
1.13       1,100 lump-sum  ((S) 9 para (3))          0.50/m/2/        = (Euro)        551.50
-------------------------------------------------------------------------------------------------
1.14                subtotal II                                       = (Euro)     25,266.00
-------------------------------------------------------------------------------------------------
1.15       plus statutory Value Added Tax
           (at present 16 %)                                          = (Euro)      4,042.56
-------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                       8

<TABLE>
<S>        <C>                                                                       <C>
-------------------------------------------------------------------------------------------------
     1.16  total monthly rental                                           = (Euro)  29,308.56
-------------------------------------------------------------------------------------------------
</TABLE>

See also (S) 20 para. (2).

(2)   The obligation of the Tenant for payment of the rental agreed upon in
      para. (1) shall commence on the day of Commencement of the Lease. The same
      applies if, despite a timely information by the Landlord about the hand-
      over date, the Tenant fails to appear at the hand-over of the Premises or
      if the hand-over cannot take place because the security has not been
      furnished.

(3)   In case the preconditions for the turnover option of the Landlord pursuant
      to (S) 9 para. ( 2) UstG [Turnover Tax Law] are not met because the Tenant
      does not utilise the Premises, in whole or in part, in accordance with the
      agreement reached in (S) 2 para. (5) of this Lease Agreement, the Landlord
      shall no longer be obligated to show the turnover tax separately. In such
      case, the previous gross rental (monthly rental without ancillary and
      heating costs but plus statutory turnover tax) shall be owed in future as
      (new) monthly rental without showing the turnover tax. In case it should
      only become known subsequently that the preconditions for the option are
      not met, the Landlord shall be entitled to correct the invoices issued so
      far in such a way that the contractual gross rental paid so far
      corresponds subsequently to the monthly rental (without Value Added Tax).
      This shall not affect any further claims of the Landlord pursuant to (S) 2
      para. (5) of this Lease Agreement.

(4)   The rental (exclusive ancillary and heating costs) and the lump-sum agreed
      upon in (S) 10 para. (3) of this Lease Agreement shall be subject to the
      following inflation proofing clause:

(4.1) The rental (exclusive ancillary and heating costs) and the lump-sum shall
      be adjusted effective as at the beginning of the 73/rd/ month after
      Commencement of the Lease (beginning of the 7/th/ year of the lease) in
      accordance with the change ( i.e. including the last month of the 6/th/
      year of the lease) of the price index for the cost of living of all
      private households in Germany (1995 = 100; all Germany) determined by the
      Federal Bureau of Statistics, as compared to the level in the first month
      of the 6/th/ year of the Lease ("first base month").

(4.2) Thereupon, the amounts mentioned in para. (4.1) shall be changed for each
      following year of the lease in accordance with the index change between
      the index level on which the last adjustment was based and the index level
      in the last month of the year of the lease which has expired, i.e. in
      each case effective as at the beginning of the first month of the new year
      of the lease.

<PAGE>

                                      9

(4.3) The foregoing adjustments shall be made automatically so that the amount
      adjusted to the index change is owed without special demand as of the
      beginning of each new year of the lease. For as long as the Tenant has not
      received a written new calculation from the Landlord, the effects of
      default in payment cannot occur.

(5)   The contract parties jointly assume that the above mentioned inflation
      proofing clause shall be deemed to have been approved in accordance with
      (S) 4 para. (1) of the Regulation on Price Clauses of September 23, 1998
      and does not constitute an inadequate disadvantage to either party hereto
      within the meaning of (S) 2 of the Regulation on Price Clauses. If (S) 4
      para. (1) of the Regulation on Price Clauses should not apply and/or a
      required approval should not be granted, the parties hereto undertake to
      agree on a regulation which can be approved and which comes as close as
      possible, economically, to the inflation proofing clause agreed upon in
      the Lease Agreement.

(7)   In case the index mentioned under para. 4.1 above should no longer be
      continued, should be replaced by another index or should be changed to
      another basis figure, the index mentioned under para. (4.1) above shall be
      replaced by the changed index. In all other respects the parties hereto
      are obligated to each other to also agree upon a provision in this respect
      which comes as close as possible to the economic effect of the provision
      agreed upon herewith.

                                     (S) 6
                         Payment of Rental - Security
                         ----------------------------

(1)   The rental shall be payable monthly in advance no later than the third
      business day of the month, free of charge, to the Landlord to his account
      no. 00 1009 5960 with DG BANK Deutsche Genossenschaftsbank, Hamburg (bank
      sort code 200 600 00), by stating the tenant's code number. As regards
      payment in time, the crediting of the amount and not the mailing of same
      shall be decisive.

(2)   In case of default of payment, the Parties shall be entitled to charge
      default interest pursuant to Sec. 288 (1) German Civil Code. This shall
      not affect the right of termination of the Landlord pursuant to (S) 4.

(3)   The Tenant shall furnish a security by August 10, 2000 amounting to twelve
      times the monthly rental including advance for ancillary and heating costs
      as well as the statutory Value Added Tax, i. e. of

<PAGE>

                                      10

                                Euro 351,702.72
                               (= DM 687,897.00)
  (in words: Euro three hundred fifty one thousand seven hundred two 72/100)
(= in words: German Marks six hundred eighty seven thousand eight hundred ninety
                                    seven)

     subject to the provisions of

                                 ATTACHMENT 4

     in the form of a security by a German Major Bank.

     In case the security as well as the security that shall be furnished
     pursuant to Sec. 20 para. 3.3 (b) should not be furnished in time, the
     Premises will not be handed over. The Tenant shall be responsible for any
     delays caused thereby; in this connection he shall not be released from his
     obligation to pay rental (cf. Sec. 20 para. 3.8).

     Tenant shall be entitled to request that the above surety be exchanged
     against a surety which shall cover the remaining risk of the Landlord (e.g.
     concerning unpaid operational charges etc.), after the Tenant has duly
     returned the leased premises.

(4)  In case of a sale of the Object, the Landlord shall be entitled and
     obligated to transfer to the purchaser the security.

(5)  As regards the lien of the Landlord, the statutory provisions shall apply.

                                     (S) 7
                                Ancillary Costs
                                ---------------

(1)  The advance for ancillary costs, as agreed upon in (S) 5 above, shall be
     paid for the ancillary costs described hereinafter. The Tenant shall pay a
     monthly advance on the ancillary costs listed hereinafter of

                                   Euro 2,757
                                (= DM 5,392.22)
            (in words: Euro two thousand seven hundred fifty-seven)
   (= in words: German Marks five thousand three hundred ninety-two 22/100)

     plus the statutory Value Added Tax.

<PAGE>

                                       11


(2)    Ancillary costs within the meaning of this Lease Agreement shall be
       charges, contributions, fees and costs arising or accruing anew to the
       Landlord from the property/hereditary building right at the Object and/or
       the intended utilisation of the property, building or economic unit (the
       latter includes ancillary buildings, garages/underground garages,
       equipment and fit outs), in particular the costs

(2.1)  for the entire current public charges, real estate tax, garbage removal,
       collection of usable material, chimney sweeping, sewage, water supply and
       drainage (including rain water/surface water) as well as the relevant
       measuring instruments together with their leasing and calibration;

(2.2)  for road cleaning, removal of snow and ice/strewing, cleaning and
       maintenance of pavements, roads, parking lots, garages/underground
       garages including maintenance of the devices required as well as
       upkeeping and cleaning of all outside facilities and playgrounds, green
       and garden areas including the replacement and addition of plants and
       trees;

(2.3)  for cleaning of the building including common areas, -rooms and -
       equipment, entrance halls, lifts, staircases as well as the other
       commonly utilised parts of the building, cleaning and upkeeping of
       outside glass and facade areas as well as vermin control;

(2.4)  for the operation and lighting of common areas and -rooms as well as
       common outside facilities, entrance halls, lifts, staircases, parking
       lots, garages/underground garages and other commonly used parts of the
       building including replacement of used means of lighting as well as
       regular safety control;

(2.5)  for the operation and maintenance of common technical equipment and
       facilities (in particular guidance systems in the building, passenger and
       freight elevators including emergency facilities in the lifts and leasing
       of same, elevators, fire warning systems, CO2 warning systems, sprinkler
       facilities, vents, flues, air-conditioning, ventilation systems, facade
       elevators, fuel separators, lifting and increase of pressure devices
       etc.) including all measuring instruments and the leasing and calibration
       of same as well as for the utilisation of general communication systems
       (high frequency cable etc.);

(2.6)  for all risk insurance coverage of the property (including insurance
       against loss of rental), for all necessary third-party liability
       insurances as well as for the safety controls demanded under the
       insurance contracts;
<PAGE>

                                       12

(2.7)  for housekeeper or for housekeeper services rendered by other parties as
       well as supervision services and doorkeeper;

(2.8)  for other costs which can be apportioned as operating costs pursuant to
       Attachment 3 ad (S) 27 para. (1) of the II. Regulation Concerning
       Calculation/1/ in the version as valid at the time the costs arise

(3)    Ancillary costs within the meaning of this Lease Agreement shall also
       include the costs for the property management. As regards these costs, a
       monthly lump-sum in the amount of 4 % (five per cent) of the rental
       (without advance for ancillary and heating costs, lump-sum pursuant to
       (S) 10 (3) and Value Added Tax) plus statutory Value Added Tax is agreed
       upon ("Lump-Sum Management Fee"). The Lump-Sum Management Fee in respect
       of which no further proof of costs is required shall also be owed if the
       Landlord manages the object himself.

(4)    To the extent that ancillary costs within the meaning of para (2) arise
       anew or are increased in connection with a proper management, they may be
       apportioned by the Landlord to the Tenant as of the time they arise or
       are increased and adequate advance payments may be determined in this
       respect. To the extent that the Landlord does not have any up-to-date
       real estate tax assessments, the anticipated charges for real estate tax
       shall be calculated.

(5)    To the extent that the above ancillary costs are apportioned among the
       tenants of the Object, the Landlord shall determine the allocation key
       and the allocation period in his discretion by safeguarding the principle
       of equal treatment of all tenants and by taking into account the
       applicable statutory provisions. In case of doubt, the accounting for
       these ancillary costs shall be made in the ratio of the respective Leased
       Areas of the Premises to the Leased Areas of the Object.

(6)    Notwithstanding the foregoing provision, the Landlord shall be entitled
       to demand from the Tenant - to the extent this is possible from a
       technical point of view - the direct accounting of the various items of
       the ancillary costs (e.g. water consumption) from the respective supply
       company and/or to allocate the costs in accordance with the consumption
       of the tenants of the Object. The Tenant shall be obligated to always
       allow free access to the consumption meters and other measuring
       instruments.

___________________
/1/ Regulation on Calculations four Housing.
<PAGE>

                                       13

(7)    The proper removal of refuse, that will not be picked up as house refuse
       (in particular special refuse and hazardous material as well as bulky
       refuse such as packaging etc.), shall be the responsibility of the
       Tenant. The Tenant shall also be responsible for properly storing such
       refuse temporarily until same has been disposed of. The Landlord shall,
       however, endeavour to assist in this respect to the extent possible under
       the local possibilities. Neither refuse containers nor garbage or usable
       material may be stored outside the areas identified by the Landlord for
       this purpose.

(8)    With respect to the advance payments made by the Tenant, the Landlord
       shall render an accounting once annually. Any difference between the
       amount of the advance payments and the amount accounted for in favour of
       the Landlord/the Tenant shall be offset by the Tenant/Landlord within one
       month after receipt of the accounting. In case the Tenant should move out
       during the accounting period, the allocation shall be made with the next
       accounting, in case of doubt, in the ratio of the rental period to the
       accounting period. Any objections raised in connection with the
       correction upon expiration of one year after receipt of the accounting
       shall be excluded.

(9)    If the accounting of the Landlord should show an increase or a reduction
       of the ancillary costs, the advance payments for the next following
       accounting period shall be increased and/or reduced adequately.

                                     (S) 8
                                 Heating Costs
                                 -------------

(1)    The advance payment for heating costs agreed upon in (S) 5 above is
       charged for the heating costs as described hereinafter. As advance
       payment for the heating costs stated hereinafter the Tenant shall pay
       monthly in advance

                                  Euro 551,50
                                (= DM 1,080.94)
                (in words: Euro five hundred fifty-one 50/100)
             (= in words: German Marks one thousand eighty 94/100)

       plus Value Added Tax.

(2)    Heating costs within the meaning of this Lease Agreement shall - to the
       extent that the following costs arise for the Object - be in particular
       the costs for fuel and its supply, operating current, servicing,
       maintenance, supervision and upkeeping of heating-, fuel- and exhaust gas
<PAGE>

                                       14

       facility, the regular examination of its readiness of operation and safe
       operation including setting by a specialist, cleaning of facilities and
       operating rooms, measuring in accordance with the German Law on
       Protection of Emissions, the leasing or any other kind of granting use of
       an equipment for measuring consumption as well as the costs for using an
       equipment for measuring consumption as well as the calibration of same
       including the costs for the calculation and allocation. In case of remote
       heating, the heating costs shall include in particular the entire costs
       of heating supply and the costs for the operation of the pertinent house
       facilities as well as the costs mentioned above.

(3)    To the extent that the Landlord supplies the Premises with warm water,
       the costs of the warm water supply equipment shall be part of the heating
       costs. As regards remote warm water, para (2) 2/nd/ sentence shall apply
       accordingly.

(4)    With regard to the advance payments, an accounting will be rendered
       annually taking into account the Regulation on Heating Costs. In case of
       remote warm water supply, the pro-rata consumption of the supply of
       heating used shall exclusively be determined in accordance with sub-
       measuring instruments calibrated in accordance with the statutory
       regulations. In all other respects the provisions of (S) 7 shall apply
       accordingly.

                                     (S) 9
        Breakdown of Heating and Technical Equipment as well as Supply
        --------------------------------------------------------------

(1)    In case of breakdown, Acts of God, government decisions or in case of any
       other impossibility to supply, in whole or in part, the heating of the
       Object and/or the operation of the technical equipment cannot be
       demanded. A local shortage of fuel shall also be deemed to constitute an
       Act of God. The Landlord shall be obligated to immediately take all
       necessary steps which can be expected of him to have the breakdown
       remedied. This shall not affect the right of the Tenant to reduce the
       rental in case of a breakdown of the heating of the Premises and/or the
       operation of the technical equipment if same is not of a temporary
       nature.

(2)    The Landlord shall be obligated to operate the collective heating system
       if the weather conditions so require, but at least during the period from
       October 01 through April 30.
<PAGE>

                                       15

                                    (S) 10
           Maintenance and Use of the Object as well as the Premises
           ---------------------------------------------------------

(1)    The Landlord shall be responsible for maintaining the roof and structure
       of the Object (outside maintenance) and shall bear the costs incurred in
       connection therewith. "Roof" within the meaning of this provision shall
       mean the construction of the roof including roofing and the sheet-metal
       work pertaining thereto (gutters) including front- and side- as well as
       glass roofs as well as accesses and exits of the roof. "Structure" within
       the meaning of this provision shall mean load-bearing parts of the
       building (all foundations, load-bearing walls, supports, columns as well
       as floor ceilings), the facade together with facade casing and the
       chimney.

(2)    Furthermore, the Landlord shall be responsible for

(2.1)  the maintenance and repair of common areas, of common technical equipment
       and facilities outside the Premises and the replacement of broken outside
       panes;

(2.2)  the remedy of damage to the building and/or the property caused by third
       parties, such as visitors or customers of the Tenant;

(2.3)  the purchase (including depreciation for wear and tear) of devices for
       cleaning, removal of snow and ice and the upkeeping of the property and
       the building including garage/underground garage as well as the upkeeping
       and cleaning of all outside facilities, such as green and garden areas;

(2.4)  the maintenance, upkeeping and repair of bell-, speaking- and door-
       opening systems.

(3)    As lump-sum settlement of Landlord's costs in connection with the
       measures mentioned under para. (2) above, the Tenant shall pay a monthly
       amount of Euro 0.50 /m/2/ irrespective of the costs actually incurred to
       be adjusted in accordance with (S) 5 para. (4) plus the statutory Value
       Added Tax. This shall not affect any claims for reimbursement of the
       Landlord against the Tenant on the basis of legal or contractual
       liability provisions.

(4)    Maintenance, upkeeping and repair within the Premises shall be the
       responsibility of the Tenant and shall be carried out by the latter at
       his cost. This shall include in particular maintenance, upkeeping and
       repair of electrical power-, lighting- and bell- systems, sanitary
       equipment, gas heating system etc., kitchen equipment, fittings, locks,
       windows (inside), blinds (inside and outside), partitions, air-
       conditioning equipment and ventilation equipment (to the extent same are
       located within the Premises). Lighting devices and means of lighting
<PAGE>

                                       16

       within the Premises shall be replaced by the Tenant at his cost. The
       Tenant shall be responsible for the regular examination, maintenance and
       replacement of fire extinguishers within the Premises, even if supplied
       by the Landlord.

(5)    Decoration work within the Premises shall be carried out by the Tenant in
       regular intervals.

(6)    Prior to the installation or alteration of technical equipment which are
       suited to cause interferences or danger to third parties or the property
       or the building because of the effects caused by them (e. g. vibrations,
       noise, smell, oscillations, hazardous material, radiation, dust, gas,
       disturbance currents), the Tenant shall inform himself about the
       applicable regulations (including those of the employer's liability
       insurance) and standards and shall obtain the written consent from the
       Landlord by submitting such information. The Tenant shall have the right
       to obtain such consent provided that disadvantageous effects to third
       parties, the property and the building are excluded. In case such
       technical equipment should, however, cause interferences to third parties
       or disadvantages to the property or building, the Landlord may revoke the
       consent already granted and may demand the removal of such equipment. If
       such objects should cause damage to the property and/or the building, the
       Tenant shall reimburse same. The same applies to the installation of
       heavy apparatuses, machinery, safes etc. in the Premises with respect to
       the danger caused by them.

(7)    To the extent that the Tenant uses hazardous material or hazardous
       processes within the meaning of (S) 3 a of the Law on Chemicals and/or
       (S) 4 of the Regulation on Hazardous Material, the Tenant shall be
       obligated to observe all applicable regulations concerning the handling
       of such hazardous material and processes and to release the Landlord from
       any risks and governmental claims connected therewith. The Landlord shall
       be entitled to demand the Tenant to enter into and maintain an adequate
       third-party liability coverage for the handling of such material and
       processes. Upon demand by the Landlord, the Tenant shall prove at any
       time the conclusion, scope of coverage and continued coverage. The Tenant
       shall reimburse any and all damage caused by any use of hazardous
       material and processes attributed to him (including their storage).

(8)    Damage to the property and building shall be notified to the Landlord or
       a person instructed by him as soon as the Tenant has noticed same. In
       case of danger, the Tenant shall himself - to the extent possible - take
       the necessary steps.
<PAGE>

                                       17

(9)    The Tenant shall be liable to the Landlord for any and all damage caused
       by a violation of the duty of care to which the Tenant is obligated, in
       particular for improper handling of the equipment, objects and material
       mentioned under paras. (6) and (7) above.

(10)   The Tenant shall immediately remedy any damage for which he is
       responsible in co-ordination with the Landlord. In case he fails to do so
       despite a written warning in which an adequate deadline has been set, the
       Landlord may have the required work carried out at the cost of the
       Tenant. In case of danger, no written warning with a deadline is required
       any more.

                                    (S) 11
                                  Subletting
                                  ----------

(1)    The subletting of the Premises to third parties, in whole or in part,
       shall be subject to the prior written consent of the Landlord which the
       latter is only entitled to refuse for important cause. The subletting, in
       whole or in part, of the Premises to companies of whose capital the
       Tenant holds at least 10 %, however, shall be permitted upon conclusion
       of this Lease Agreement if this letting is not in breach of the non-
       competition-agreement that the Landlord has agreed with the tenant Regus
       Business Centre GmbH of which agreement the Tenant is aware.

       The Landlord may revoke a consent granted for reasons in the person or
       behaviour of such third parties which, if in the person of the Tenant,
       would entitle the Landlord to terminate the Agreement with immediate
       effect. The refusal and the revocation of the Landlord's consent, as
       stipulated above, do not entitle the Tenant to terminate the Agreement in
       such cases.

(2)    In case of subletting or other permission of use, whether approved by the
       Landlord or not, the Tenant shall assign his claims against the sub-
       tenant together with any liens to the Landlord upon execution of the
       Lease Agreement in order to secure all claims of the Landlord under this
       Lease Agreement; the Landlord will accept such assignment.

(3)    In case of subletting or other permission of use, the Tenant shall be
       liable for any and all acts and omissions of the sub-tenant/user
       irrespective of his own fault as if this concerned his own behaviour.
<PAGE>

                                       18

                                    (S) 12
      Installations and Alterations by the Tenant as well as Advertising
      ------------------------------------------------------------------
                       and Special Operating Facilities
                       --------------------------------

(1)  Installations and alterations in the Premises including affixing/changing
     of firmly installed fit outs shall be subject to the prior written consent
     of the Landlord to whom the Tenant shall submit suited plans in advance.
     The same shall apply to affixing/changing the customary advertising
     facilities, signs and other special operating facilities outside the
     Premises. The Landlord may only refuse his consent to such measures for
     cause and may revoke same under the same preconditions. He may make the
     consent to the fit outs outside the Premises dependent upon the payment of
     a utilisation fee. In addition, reference is made to (S) 10  paras. (6)
     through (10).

(2)  The Tenant shall be responsible for obtaining and maintaining the
     government approvals required for the above mentioned measures and shall
     also bear any and all costs incurred in connection with the implementation
     of these measures. To the extent that technical equipment are subject to an
     acceptance and/or regular examination (e. g. by the TUV [Technical
     Supervisory Board], the Tenant shall have the acceptance and examination
     carried out at his own cost and shall prove the implementation of same and
     the results thereof to the Landlord. Upon termination of the Lease
     Agreement, the Tenant shall - at the option of the Landlord  - restore the
     original condition or shall leave the installations and alterations and fit
     outs to the Landlord without compensation.

                                    (S) 13
            Improvements and Structural Alterations by the Landlord
            -------------------------------------------------------

(1)  Provided that the Landlord has informed the Tenant in time, the Landlord
     may also carry out improvements and structural alterations serving the
     maintenance of the property, building, the economic unit, the aversion of
     imminent danger or the remedy of defects without Tenant's consent. The same
     applies to work and structural measures which are not necessary but
     expedient, in particular the modernisation (within the meaning of adapting
     the Object to the present standard of buildings) or a better utilisation or
     improvement (including construction of additional stories). These shall
     also include alterations which are carried out in connection with a new
     lease for some rooms and a new design of the Object.

(2)  In carrying out the work, the Landlord shall take into account the interest
     of the Tenant. He shall inform the Tenant in time prior to the commencement
     of the work and the structural measures and shall introduce his plans for
     alterations and improvements to the Tenant. The
<PAGE>

                                       19

      Tenant shall allow access to the rooms and areas in the Premises where
      such measures shall be carried out to the extent he can be expected to do
      so.

(4)   The Tenant may reduce the rental or exercise a right of retention if work
      is involved which excludes or considerably impairs, in whole or in part,
      the utilisation of the Premises for the purpose agreed upon. (S) 541 b
      para. (2) BGB [German Civil Code] shall not apply. Claims for damages of
      the Tenant shall be limited, subject to the provision of (S) 14.

(5)   The Tenant shall tolerate modernisation and improvement measures within
      the Premises if a date has been arranged in time, to the extent he can be
      expected to do so. Paras. (1) through (4) shall apply accordingly.

(6)   To the extent that the necessity should arise on account of the measures
      described in para. (1) above, to make other leased areas available to the
      Tenant, the parties hereto shall reach a separate agreement in this
      respect in which the Landlord undertakes to bear the costs for relocation.

(7)   The Landlord shall be entitled to let the outside facades and roofs of the
      Object to third parties for advertising purposes etc. safeguarding the
      justified interest of the Tenant.

                                    (S) 14
             Liability of Landlord - Interference by Third Parties
             -----------------------------------------------------

(1)   Claims for damages by the Tenant, including such from pre-contractual
      obligations and unpermitted acts, may only be asserted to the extent that
      they are based on

(1.1) intention or gross negligence on the part of the Landlord or his
      assistants, or

(1.2) the negligent violation of an essential contractual obligation by the
      Landlord or his assistants, or

(1.3) the lack of a guaranteed quality of the Premises.

(2)   The Landlord shall not be liable for interference of the utilisation of
      the Premises caused by third parties including other tenants of the
      Object. He shall, however, endeavour to have the interferences that are
      communicated to him remedied, taking thereby into account the interest of
      all tenants.

<PAGE>

                                       20

(3)   Impairments of the utilisation of the Premises by other circumstances not
      caused by the Landlord (e. g. re-routing of traffic, raking up of the
      ground, road blockages, demonstrations, noise-, smell- and dust
      molestations as well as vibrations) shall only substantiate warranty
      claims of the Tenant if this involves a substantial impairment to the
      contractual utilisation of the Premises and the Landlord is not in a
      position to limit such impairments to an acceptable scope. Short-term
      impairments of the type mentioned above do not substantiate any warranty
      claims of the Tenant.

(4)   Any and all exclusions from liability and limitations of liability
      contained in this Agreement shall also be valid in favour of Landlord's
      assistants.

                                    (S) 15
                                  Insurances
                                  ----------

(1)   The Landlord shall be entitled - such costs to be included in the
      ancillary costs pursuant to (S) 7 para. (2.6) - to buy all-risk-insurance
      for the building including loss of rental protection of the Landlord and
      to enter into third-party liability insurances in a scope adequate to the
      risks.

(2)   The Tenant shall be obligated to immediately notify the Landlord in
      writing of any installations and alterations in or at the Premises
      increasing the value and in particular of any change in the evaluation of
      risk within the meaning of the conditions of fire and third party
      liability insurances. Any add on to the insurance premiums accruing in
      this respect shall also be borne by the Tenant.

(3)   The insurance covering the objects moved into the Premises by the Tenant,
      including technical equipment and installations, against damage of all
      kinds shall be concluded by the Tenant. Furthermore, the Tenant shall
      enter into a burglary and housebreaking insurance and shall maintain same
      for the duration of the lease.

                                    (S) 16
                              Access to Premises
                              ------------------

The Landlord and persons instructed by him  may enter the Premises during
ordinary business hours with parties involved, experts or witnesses in order to
exercise the statutory lien, to examine the structural condition of the Premises
and the functioning and the safety of technical equipment in the Premises, in
order to lease the  Premises or sell same or in other similar cases. Unless in
cases of danger, it is required to arrange a date in due time.
<PAGE>

                                       21

                                    (S) 17
                      Termination of the Lease Agreement
                      ----------------------------------

(1)  Until termination of the Lease Agreement, the Tenant shall remedy any
     damage caused by hazardous material and processes used in connection with
     the utilisation of the Premises shall carry out  the required decoration
     work, and shall, if necessary, restore the original condition, pursuant to
     Sec. 12.2 above. At least one month prior to the termination of the Lease
     Agreement, a joint protocol shall be prepared showing any damage caused by
     the utilisation, the required decoration work  (also to the floor covers)
     as well as the installations and alterations to be removed by the Tenant,
     advertising installations, and/or other  fit outs.

(2)  To the extent that the Premises were handed over to the Tenant upon
     Commencement of Lease in a renovated condition or the Landlord has
     reimbursed to the Tenant the renovation costs, the Tenant shall be
     obligated - in deviation from the regulation reached in para. (1) above -
     to completely renovate the Premises (with the exception of the pro-rata
     common areas). This obligation for renovation shall in each case comprise
     the renewal of wall papers and/or wall and ceiling coatings as well as
     carpets and similar floor cover, which are subject to wear and tear, in the
     same quality which existed upon hand over of the Premises. Wall to wall
     carpeting and other floor covers which are subject to wear and tear only
     need to be cleaned by experts if they are not older than five years.
     Colours and samples of carpets and wall papers/wall and ceiling coatings
     shall be co-ordinated with the Landlord. The Landlord shall be entitled to
     receive from the Tenant instead of the renovation a payment equal to the
     renovation costs by a specialist. In case the parties hereto cannot agree
     on the amount of the renovation costs, a decision in this respect shall be
     made by a specialist as arbitrator appointed by the local  Chamber of
     Craftsmen. The costs for the arbitrator shall be borne by both parties
     equally.

(3)  Upon termination of the Lease Agreement, the Tenant shall return the
     Premises in a properly vacated condition in  accordance with the provisions
     of the Lease Agreement with  all keys including all additional keys which
     the Tenant had made and all code cards at the date agreed upon with the
     Landlord. If the Tenant fails to do so despite a warning in which a further
     deadline is set, the Landlord shall be entitled to replace the relevant
     keys at the cost of the Tenant and to have keys and code cards newly made.
     Upon return of the Premises, the Landlord shall prepare a detailed protocol
     concerning the condition of the Premises. The Tenant shall personally co-
     operate in the preparation of the protocol and shall be represented by a
     person to whom he has granted a written power of attorney.
<PAGE>

                                       22

(4)  In case the work to be carried out by the Tenant has not been carried out
     by the termination of the Lease Agreement, the rental plus ancillary costs
     shall be paid until the end of the month in which such work is completed.
     This shall not affect any further claims of the Landlord.

(5)  In case the Tenant moves out earlier, the Landlord shall be entitled to
     also have other repair work and alterations at the Premises carried out
     which will not result in any claims for credit of rental etc. by the
     Tenant.

                                    (S) 18
                              Sale of the Object
                              ------------------

(1)  The Landlord reserves the right to sell the Object. In such case, he shall
     cause  the purchaser to assume any and all rights and obligations under
     this Lease Agreement at the date of acceptance of the Object. Subject to
     the foregoing, the Tenant waives his rights under (S)  571 para 2 BGB
     [German Civil Code] (liability of the Landlord selling the Premises with
     regard to the further fulfilment of the Lease Agreement by the Purchaser)
     upon execution of this Lease Agreement.

(2)  In case of a sale of the Object, the Landlord shall be entitled to request
     the Tenant  for a declaration of completeness and shall attach a list of
     the documents concerning the Lease Agreement. The Tenant shall then be
     obligated to inform the Landlord in writing within four weeks whether or
     not the list of the Landlord is complete and correct as regards the facts.

                                    (S) 19
                              General Provisions
                              ------------------

(1)  Several natural or legal persons shall be jointly liable for all
     liabilities under this Lease Agreement.

(2)  In case one or several provisions of this Lease Agreement should be or
     become invalid for whatever reason, this shall not affect the validity of
     the remaining provisions of the Lease Agreement. In such case, the parties
     shall endeavour to agree on a valid provision which comes as close as
     possible to the economic effect of the invalid provisions.

(3)  Oral side agreements have not been reached. Amendments of and supplements
     to this Lease Agreement as well as any other declarations of will to be
     given by one party to the other party shall be made in writing in order to
     be effective.
<PAGE>

                                       23

(4)  The parties hereto mutually agree to take at any time all acts and make all
     declarations required in order to meet the statutory requirement of written
     form, in particular in connection with the conclusion of Addenda,
     modifications and supplements and not to terminate the Lease Agreement
     until such time on the grounds that the statutory written form has not been
     complied with. The contract parties furthermore agree that any non-
     observance of the written form in deviation from (S) 125 2nd sentence BGB
     [German Civil Code] shall not affect the validity of the Agreement.
<PAGE>

                                       24

                                    (S) 20
                             Additional Agreements
                             ---------------------

(1)  deleted

(2)  All Euro-amounts mentioned in this Lease Agreement may also be paid in the
     equivalent DM-amounts until December 31, 2001. The rental shown in Euro in
     (S) 5, corresponds to the following DM amounts.

<TABLE>
-------------------------------------------------------------------------------------------------
<S>   <C>                                                          <C>
           1,103 m/2/   office space on the 2/nd/ upper floor
      1.1                including pro-rata common area at
                                  36.18/m/2/             =         DM      39,906.54
-------------------------------------------------------------------------------------------------
      1.2         m/2/ filing areas on[  ] at DM         =         DM
-------------------------------------------------------------------------------------------------
      1.3         m/2/ storage areas on [  ] at DM       =         DM
-------------------------------------------------------------------------------------------------
      1.4         m/2/ service areas on [  ] at DM       =         DM
-------------------------------------------------------------------------------------------------
      1.5  10 parking lots in the underground
               garage at DM 195.58/lot                   =         DM       1,955.80
-------------------------------------------------------------------------------------------------
      1.6       outside parking lot at DM                =         DM
-------------------------------------------------------------------------------------------------
      1.7  -                                             =         DM
-------------------------------------------------------------------------------------------------
      1.8  -                                             =         DM
-------------------------------------------------------------------------------------------------
      1.9   -                                            =         DM
-------------------------------------------------------------------------------------------------
     1.10  subtotal I                                    =         DM      41,862.34
-------------------------------------------------------------------------------------------------
     1.11  1,103 advance for ancillary costs
                     ((S) 7)              4.89/m/2/      =         DM       5,393.67
-------------------------------------------------------------------------------------------------
     1.12  1,103 advance for heating costs
                     ((S) 8)               0.98/m/2/     =         DM       1,080.94
-------------------------------------------------------------------------------------------------
     1.13  1,103 lump-sum  ((S) 9 para (3)) 0.98/m/2/    =         DM       1,080.94
-------------------------------------------------------------------------------------------------
     1.14            sub-total II                        =         DM      49,417.89
-------------------------------------------------------------------------------------------------
     1.15  plus statutory Value Added Tax
           (at present 16 %)                             =         DM       7,906.86
-------------------------------------------------------------------------------------------------
     1.16  total monthly rental                          =         DM      57,324.75
-------------------------------------------------------------------------------------------------
</TABLE>

(3)   In addition to the foregoing contractual provisions the Landlord and the
      Tenant conclude the special agreements following hereinafter which shall
      in any case have priority over the foregoing provisions of this Lease
      Agreement. In case of contradictions, gaps and ambiguities, this Agreement
      shall be interpreted in such a way that the purpose of the following
      special agreements is carried out to the extent possible and in all other
      respects in such a way as the
<PAGE>

                                       25

      parties would have agreed upon in case of doubt had they realised and
      taken into account the contradiction, gap and ambiguity when entering into
      this Lease Agreement.

(3.1) deleted

(3.2) For the first four months after Commencement of Lease pursuant to Sec. 3
      (1) and for the first four months of the second year of the lease, the
      Tenant does not have to pay any rental. This means that he is released
      from payment of the rental pursuant to Sec. 5 para. (1) 1.1 through 1.4.
      During this period, only the lump sum for ancillary-, heating-and repair
      costs shall be payable as well as the rental for the parking lots plus
      Value Added Tax. In case that the commencement of the lease is delayed by
      reasons for which the tenant is responsible, the tenant's objection to pay
      the complete rental as agreed in Sec. 5 para. (1) shall begin on December
      1, 2000, in any case.

(3.3) Upon expiration of the third year of the lease, the Tenant shall be
      entitled to give extraordinary notice of termination of the Lease
      Agreement with 6 months' prior notice. In case the Tenant should exercise
      such special right of termination granted to him, as stated above, he
      shall reimburse to the Landlord, upon termination of the lease, all
      incentives granted to him and the refurbishment costs in proportion to the
      time of his lease, i. e.

      (a)  for the rental-free periods granted pursuant to above Section 3.2
           four monthly rentals of the first year of the lease and another four
           rentals for the second year plus Value Added Tax shall be paid;

      (b)  the Tenant shall reimburse an amount of 40 % of the refurbishment
           costs which are expected to be about DM 572,000 plus Value Added Tax.
           Upon request, the Landlord shall furnish proof with respect to these
           costs.
           In order to partly secure this amount of reimbursement, the Tenant
           shall furnish an additional bank guaranty by a German or European
           Major Bank by August 10, 2000 pursuant to Attachment 5 (also cf. Sec.
           20 para. 3.8) in the amount of Euro 67,850 (DM 132,703). The Landlord
           is obligated to return the surety immediately after the end of the
           third year of the lease if the Tenant has not exercised its
           extraordinary right of termination pursuant to this para 3.3.

(3.4) The tenant is hereby given the option to extend this Lease Agreement, by
      unilateral statement, once by five years ("option period"). The tenant
      shall exercise the option at least twelve months before the end of the
      fixed lease period, by letter to the Landlord. If the option is ex-
<PAGE>

                                       26

      ercised, either party (each for itself) is entitled to request the
      adaptation of the rental payable hereunder at the beginning of the option
      period to the market rental for space of similar size, location and
      landlord-provided improvements, at least six months before the end of the
      fixed lease term, in writing. If the parties cannot agree on such new
      rental within three months, an expert to be appointed by the Hamburg
      Chamber of Commerce - upon application of a party hereto - shall finally
      decide on the rental that shall be owed as of the commencement of the
      option period.

(3.5) The rental mentioned in (S) 5 shall be payable for the first year of the
      lease. In the years following thereafter the following graduated rental
      for the office areas has been agreed upon as monthly payments:


      2/nd/ year of lease(Euro)     21,232.75       =   DM  41,527.65
      3/rd/ year of lease(Euro)     22,060.00       =   DM  43,145.61
      4/th/ year of lease(Euro)     22,887.25       =   DM  44,763.57
      5/th/ year of lease(Euro)     23,714.50       =   DM  46,381.53

      in each case plus parking, ancillary and heating costs plus lump sum
      maintenance costs pursuant to Sec. 10 (3) plus Value Added Tax.

(3.6) With regard to the parking lots leased in the underground garage
      "Klosterwall", a term for an indefinite period with a notice period of
      three months to the end of a calendar quarter has been agreed upon in
      deviation from the term of this Lease Agreement.

(3.7) The Landlord improves the leased object for the Tenant at Landlord's
      expense as agreed in the Description of Fit Out (Appendix 3) and the
      Ground Plan (Appendix 1) subject to any permit by the authorities that may
      be required. The shown furniture in the plans is only a suggestion but
      will not be supplied. The authorities have not yet approved the planned
      improvements of the Tenant. For this reason, demands by the authorities
      may require a modification of the planning. Claims of the tenant in case
      the required permit is refused do not exist. Demands by the authorities
      that cause higher costs of fit out shall be met by the Tenant, at his
      expense.

      The Description of Fit Out only describes the fit out but does not make
      any assurance as to the quality of the Premises.

      The Tenant is entitled to cancel this Agreement if the competent authority
      has not granted the building permit pursuant to Appendices 1 and 3 by July
      31, 2000. The Tenant is also entitled
<PAGE>

                                       27

      to cancel if the plans are approved with additional demands only which
      substantially impair or make more costly the utilisation of the premises,
      in the Tenant's opinion. In case that the permit is granted with
      additional demands, the Tenant is entitled to cancel the Agreement within
      one week after publication of the demands to him. After this period has
      lapsed, the right of cancellation is forfeited. In case the Tenant cancels
      this Agreement, the costs of the application for the building permit shall
      be borne equally by the Parties. After such cancellation, neither party
      shall have claims against the other.

(3.8) Instead of submitting a bank surety, the Tenant is entitled to provide the
      security pursuant to Sec. 6 (3) and the additional security pursuant to
      Sec. 20 (3.3 b) by opening and pledging to the Landlord a DIFA-investment
      account with DG Bank Deutsche Genossenschaftsbank, Hamburg. The Tenant
      agrees that, in case he exercises this choice, he will pay the amount into
      a trust account - the number of which will be given by the Landlord - with
      DG Bank Deutsche Genossenschaftsbank Hamburg (BLZ 200 600 00) and will
      pledge the account to the Landlord as security for all his claims under
      this Lease Agreement.

(4)   ATTACHMENTS 1 through 5, following hereinafter, shall be an integral part
      to this Lease Agreement.
<PAGE>

                                       28

Hamburg, this __ day of ______      Boston, MA USA, this 22/nd/ day of September

DIFA
DEUTSCHE IMMOBILIEN FONDS
AKTIENGESELLSCHAFT


/s/ Dr. Dieter Brunner              CMGI (UK) LIMITED
-------------------------------
     (Landlord)                     /s/ Andrew J. Hajducky III
                                    -------------------------------

/s/ Rudiger Wunscher                /s/ Thomas B. Rosedale
-------------------------------     -------------------------------
                                    Assistant Secretary