<PAGE>
                                                                    Exhibit 10.4

DATED
----------------------------------------------------------------------

                             AXON SOLUTIONS LIMITED

                                       AND

                                 VASTERA LIMITED

                                       AND

                                   VASTERA INC

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

                                   COUNTERPART

                                   UNDERLEASE

                                       of

                         188 High Street, Egham, Surrey

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

                                Nabarro Nathanson
                                  The Anchorage
                                34 Bridge Street
                                 Reading RG1 2LU

                               Tel: 0118 950 4700
                               Fax: 0118 950 5640

<PAGE>



                                    CONTENTS
<TABLE>
<CAPTION>

CLAUSE        SUBJECT MATTER                                                                                   PAGE

<S>           <C>                                                                                                <C>
1.            DEFINITIONS.........................................................................................1

2.            INTERPRETATION......................................................................................4

3.            GRANT AND TERM......................................................................................5

4.            RIGHTS RESERVED AND REGRANTED.......................................................................6

5.            THIRD PARTY RIGHTS OVER THE PREMISES................................................................6

6.            PAYMENT OF RENTS AND ADDITIONAL RENT................................................................7

7.            HEAD LEASE/LATENT DEFECTS/RIGHT OF WAY POLICY.......................................................8

8.            RENT REVIEW........................................................................................11

              Definitions........................................................................................11
              Determination of Reviewed Rent.....................................................................13
              Payment of Reviewed Rent...........................................................................14
              Memorandum of Reviewed Rent........................................................................15
              Restraint on Review................................................................................15
              Time will not be of the essence in relation to this clause.........................................15

9.            OTHER FINANCIAL MATTERS............................................................................15

              Utilities..........................................................................................15
              Common facilities..................................................................................15
              Rates and taxes....................................................................................15
              Payments relating to the Premises and other property...............................................16
              Landlord's costs...................................................................................16
              VAT................................................................................................16
              Interest...........................................................................................16
              Exclusion of statutory compensation................................................................17

10.           INSURANCE..........................................................................................17

              Tenant's obligations...............................................................................17
              Suspension of rent.................................................................................17
              Termination........................................................................................18
              Insurance monies...................................................................................18

11.           STATE AND CONDITION OF THE PREMISES................................................................18

              Repair.............................................................................................18
              Redecoration.......................................................................................19
              Alterations........................................................................................19

                                       i
<PAGE>
<CAPTION>

<S>           <C>                                                                                                <C>
              Signs and reletting notices........................................................................19

12.           USE OF THE PREMISES................................................................................20

              The Permitted Use..................................................................................20
              Obstructions.......................................................................................20
              Restrictions on use................................................................................20
              Fire and security precautions......................................................................20
              Exclusion of warranty..............................................................................21

13.           DEALINGS...........................................................................................21

              General restrictions...............................................................................21
              Assignments........................................................................................21
              Underlettings......................................................................................22
              Terms to be contained in any underlease............................................................23
              Further provisions relating to underleases.........................................................23
              Charging...........................................................................................23
              Declarations of trust..............................................................................24
              Group sharing of occupation........................................................................24
              Registration of dealings...........................................................................24

14.           LEGAL REQUIREMENTS.................................................................................24

              Legislation and Planning...........................................................................24
              Notices relating to the Premises...................................................................26

15.           LANDLORD'S COVENANT FOR QUIET ENJOYMENT............................................................26

16.           LIMITS ON LANDLORD'S LIABILITY.....................................................................26

17.           FORFEITURE.........................................................................................26

              Landlord's right of re-entry.......................................................................26
              Events giving rise to the Landlord's right of re-entry.............................................27

18.           MISCELLANEOUS......................................................................................28

              Notices............................................................................................28
              Landlord's rights to remedy default by the Tenant..................................................28
              Tenant to provide information......................................................................28
              Tenant's indemnity.................................................................................28
              Tenant's acknowledgement...........................................................................28
              Qualification of Landlord's liability..............................................................28
              Removal of goods after end of Term.................................................................29
              Replacement Guarantee..............................................................................29

19.           GUARANTOR'S COVENANT...............................................................................29

20.           TENANT'S OPTION TO DETERMINE.......................................................................30

21.           LANDLORD'S OPTION TO DETERMINE.....................................................................31
                                       ii
<PAGE>
<CAPTION>
<S>           <C>                                                                                                <C>
22.           EXCLUSION OF THE 1954 ACT..........................................................................31

23.           NEW OR OLD LEASE...................................................................................31

</TABLE>
                                      iii
<PAGE>

                                   PARTICULARS

NEW OR OLD TENANCY        The tenancy created by this Lease is a new tenancy
                          for the purposes of the Landlord and Tenant
                          (Covenants) Act 1995

LANDLORD                  AXON Solutions Limited

Registered Office         Rathgar House, 188 High Street, Egham, Surrey, TW20
                          9ED

TENANT                    Vastera Limited

Registered Office         Amtest House, 75-79 Guildford Street, Chertsey,
                          Surrey, KT16 9AS

GUARANTOR                 VASTERA INC

Address for service in    Rathgar House, 188 High Street, Egham, Surrey, TW20
England and Wales         9ED

PREMISES                  188 High Street, Egham, Surrey

TERM GRANTED              From and including __________1999 and expiring on 22
                          April 2013

RENT                      L159,000 per annum, subject to review

ADDITIONAL RENT           L22,000 per annum

RENT REVIEW DATES         23 April 2003 and 23 April 2008

INTEREST RATE             Four percent over The Royal Bank of Scotland Plc base
                          rate

PERMITTED USE             Offices within Use Class B1 of the Town and Country
                          Planning (Use Classes) Order 1987

                                       1
<PAGE>


                 SCHEDULE OF FIXTURES AND FLTTLNGS TO BE LEFT BY
                             AXON SOLUTIONS LIMITED
           ON THEIR VACATION OF RATHGAR HOUSE ON THE ASSIGNMENT OF THE
                            LEASE TO VASTERA LIMITED

        AGREED AT INSPECTION CARRIED OUT AT RATHGAR HOUSE ON 16 JULY 1999

PRESENT

Verena Skinner                 Axon Solutions Limited

Geoff Bates                    HBA (on behalf of Vastera Limited)

John Lynch                     HBA (on behalf of Vastera Limited)


                                       2
<PAGE>

1.0            GENERALLY

               All fixed partitions, glazed screens, doors, frames, over panels
               etc as shown on HBA's drawings numbers 840/01, 02 and 03 14No
               free standing obscured perspex screens in bright polished metal
               frames

               nb   For IT infrastructure and all equipment associated with
                    security, authorized access etc, see separate IT
                    infrastructure and equipment schedule

2.0            GROUND FLOOR

2.1            FINANCE AREA

               Horizontal louvre blinds to seven windows
               Internal security grills to two windows
               Range of fixed cupboards and benching to wall adjacent to
               staircase

2.2            SHOWER AREA

               Horizontal louvre blind to one window
               Fixed shelving
               1No tall storage cabinet

2.3            TEA AREA

               Horizontal louvre blind to one window
               All fixed kitchen units
               1No fridge

2.4            RECRUITMENT ROOM

               Horizontal louvre blind to two windows Internal security grille
               to one window 3No white boards 1200mm x 900mm 1No white board
               1200mm x 600mm

2.5            INTERNAL STORE

               Nil

2.6            IT AREA / OPEN PLAN OFFICE

               Horizontal louvre blinds to four windows
               Internal security grille to one window
               Range of fixed cupboards and benching to wall adjacent to
               recruitment room
               3No pictures and frames

2.7            RECEPTION AND WAITING AREA

               Security system monitor. (See IT infrastructure and equipment
               schedule)
               1No picture and frame

                                       3
<PAGE>

3.0            FIRST FLOOR

3.1            CORTEX

               Horizontal louvre blinds to four windows
               Roller blind to one windows
               900mm x 600mm planner board
               Key cabinet

3.2            MIS ROOM

               Horizontal louvre blinds to two windows
               For benches cabinets etc see IT infrastructure and equipment
               schedule

3.3            INTERNAL STORE

               Fixed shelving
               Hanging rails

3.4            TEA ROOM

               Horizontal louvre blinds to one window
               All fixed kitchen units
               1No Fridge
               1No Dishwasher
               1No tall storage cabinet

3.5            CONSULTANTS AREA

               Horizontal louvre blinds to three windows
               Roller blinds to three windows
               AC unit
               White board support rail. (No white board)

3.6            MEETING ROOM 3

               Horizontal louvre blinds to two windows
               Roller blinds to two windows
               AC unit
               White board support rail. (No white board)
               Moveable partition separating meeting room 2

3.7            MEETING ROOM 2

               Horizontal louvre blinds to two windows
               Roller blinds to two windows
               AC unit
               White board support rail. (No white board)
               Moveable partition separating meeting room 1

3.8            MEETING ROOM 2

                                       4
<PAGE>

               Horizontal louvre blinds to one window
               AC unit
               White board support rail. (No white board)

4.0            SECOND FLOOR

4.1            DIRECTOR 3

               Horizontal louvre blind to three windows
               2No 1200mm x 900mm white boards

4.2            DIRECTOR 2

               1No 1200mm x 900mm white boards

4.3            DIRECTOR 1

               Horizontal louvre blind to three windows
               2No 1200mm x 900mm white boards

4.4            INTERNAL STORE

               Fixed shelving
               Hanging rails

4.5            CAFE

               Horizontal louvre blinds to three windows
               All fixed kitchen units
               Fixed island worktop/table
               1No 1200mm x 600mm notice board
               Range of fixed cupboards and benching to external flank wall
               2No round aluminium tables
               8No aluminium chairs
               3No aluminium high chairs

4.6            QUIET ROOM

               Horizontal louvre blind to one window
               Range of fixed benching to walls adjacent to cafe and director 4

4.7            DIRECTOR 4

               Horizontal louvre blind to two windows
               2No 1200mm x 900mm white boards

4.8            CENTRAL OFFICE

               Horizontal louvre blinds to two windows

5.0            THIRD FLOOR

5.1            PLANT ROOM

                                       5
<PAGE>

               Storage of partitioning, doors, frames and overpanels to form
               fourth meeting room at first floor level in consultants area
               Storage of some of the free standing obscured perspex screens
               scheduled in general items Storage of some of the aluminum chairs
               scheduled in cafe at second floor level

6.0            REAR STAIRCASE AND CORE AREA

6.1            STAIRCASE

               9No pictures and frames

6.2            TOILETS

               1No soap dispenser and 1No paper towel dispenser to each of 6No
toilets.

Signed                                              Date
               ------------------------------------           ------------------
               On behalf of Axon Solutions Limited

Signed         /s/ John Thurlow                     Date
               ------------------------------------           ------------------
               On behalf of Vastera Limited


<PAGE>


                                              [GRAPHIC OMITTED][GRAPHIC OMITTED]

                                               Vastera Limited

                                               /s/ Philip J. Balsamo
                                               ---------------------------------

                                               /s/ John Thurlow
                                               ---------------------------------




                                               Vastera Inc.

                                               /s/ Philip J. Balsamo
                                               ---------------------------------

                                               /s/ Arjun Rishi
                                               ---------------------------------


                             TITLE NO. [ILLEGIBLE]


                                      7

<PAGE>


                                      LEASE

DATE

PARTIES

(1)      AXON SOLUTIONS LIMITED (incorporated and registered in England and
         Wales under company number 2976395), the registered office of which is
         at Rathgar House, 188 High Street, Egham, Surrey, TW20 9ED;

(2)      VASTERA LIMITED (incorporated and registered in England and Wales under
         company number 2036331), the registered office of which is at Amtest
         House, 75-79 Guildford Street, Chertsey, Surrey, KT16 9AS; and

(3)      VASTERA INC (incorporated and registered in the state of Delaware under
         company number 54-161653) the registered office of which is at 45025
         Aviation Drive Suite 200, Dulles, VA 20166-7554, USA and whose address
         for service in England and Wales is at Rathgar House, 188 High Street,
         Egham, Surrey, TW20 9ED.

IT IS AGREED AS FOLLOWS:

1.       DEFINITIONS

         In this Lease the following definitions apply:

         "ADDITIONAL RENT"
                  means L22,000 per annum for the first 5 years of the Term;

         "DEVELOPMENT"
                  has the same meaning as in the Planning Acts;

         "FIXTURES AND FITTINGS"
                  means such of the fixtures and fittings set out in the list
                  annexed hereto as belong to the Landlord;

         "HEAD LEASE"
                  means the Lease under which the Landlord holds the Premises
                  dated 24 December 1997 between (1) Canadian & Portland Estates
                  plc and (2) Axon Solutions Limited and all deeds and documents
                  from time to time supplemental thereto and any lease superior
                  to it;

                                       1
<PAGE>

         "GUARANTOR"
                  means the third party to this deed and/or any person who has
                  entered into a guarantee or an authorized guarantee agreement
                  pursuant to this Lease;

         "GUARANTOR REPLACEMENT EVENT"
                  means (a) where the Guarantor is an individual death,
                  bankruptcy, having a receiving order made against him or
                  having a receiver appointed under the Mental Health Act 1993
                  and (b) where the Guarantor is a company the passing of a
                  resolution to wind up, entering into administration or
                  liquidation, having a receiver or administrative receiver
                  appointed or being struck off the register of companies;

         "INSURANCE RENT"
                  means sums equal to the amounts paid from time to time by the
                  Landlord to the Head Landlord pursuant to Clause 2.2(b) of the
                  Head Lease;

         "INSURED RISKS"
                  means Insured Risks as defined in the Head Lease;

         "INTEREST RATE"
                  means four per cent over the base rate from time to time of
                  The Royal Bank of Scotland plc, or if that rate is no longer
                  published then four per cent above the rate of interest which
                  the Landlord reasonably considers to be most closely
                  comparable to minimum lending rates generally applicable in
                  the UK from time to time;

         "LANDLORD"
                  means the first party to this deed and its successors in title
                  and persons entitled to the reversion immediately expectant on
                  the termination of this Lease;

         "LATENT DEFECT"
                  has the meaning given to it in the Head Lease

         "THIS LEASE"
                  means this deed as varied or supplemented by any document
                  which is supplemental to this deed;

         "PERMITTED USE"
                  means offices within Use Class B1 of the Town and Country (Use
                  Classes) Order 1987;

         "PLANNING PERMISSION"
                  shall have the meaning given to it in the Head Lease;

         "PLANNING ACTS"
                  shall have the meaning given to it in the Head Lease;


                                       2
<PAGE>

         "PREMISES"
                  means 188 High Street, Egham, Surrey, as shown for
                  identification only edged red on the plan annexed to this deed
                  and more particularly described in the Head Lease and
                  including:

                  (a) all fixtures, fittings, plant, machinery and
                      equipment from time to time in or on the Premises,
                      other than tenant's or trade fixtures and fittings; and

                  (b) all additions, alterations and improvements made to the
                      Premises from time to time during the Term;

         "RENT"
                  means One hundred and fifty-nine thousand pounds (L159,000)
                  per annum as reviewed under this Lease;

         "REVIEW DATE"
                  means 23 April 2003 and 23 April 2008 and any other date when
                  the Rent may be reviewed under this Lease;

         "SERVICE MEDIA"
                  means conduits and equipment used for the reception,
                  generation, passage and/or storage of Utilities;

         "HEAD LANDLORD"
                  means Canadian & Portland Estates Plc and its successors in
                  title and all superior landlords however remote;

         "TENANT"
                  means the second party to this deed and its successors in
                  title;

         "TERM"
                  means a term from and including _____________ 1999 expiring on
                  22 April 2013;

         "UTILITIES"
                  means electricity, gas, water, foul water and surface
                  drainage, heating, ventilation and air conditioning, smoke and
                  fumes, signals, telecommunications, satellite and data
                  communications and all other utilities;

         "VAT"
                  means value added tax payable by virtue of the Value Added Tax
                  Act 1994 (or previous legislation relating to value added
                  tax).

                                       3
<PAGE>

2. INTERPRETATION

2.1      In this Lease:

2.1.1    the table of contents and clause headings are for reference only and do
         not affect its construction;

2.1.2    the words "include" and "including" are deemed to be followed by the
         words "without limitation";

2.1.3    general words introduced by the word "other" do not have a restrictive
         meaning by reason of being preceded by words indicating a particular
         class of acts, things or matters; and

2.1.4    obligations owed by or to more than one person are owed by or to them
         jointly and severally.

2.2      In this Lease, unless otherwise specified:

2.2.1    a reference to legislation is a reference to all legislation having
         effect in the United Kingdom at any time during the Term, including
         directives, decisions and regulations of the Council of Commission of
         the European Union, Acts of Parliament, orders, regulations, consents,
         licences, notices and bye-laws made or granted under any Act of
         Parliament or directive, decision or regulation of the Council or
         Commission of the European Union, or made or granted by a local
         authority or by a court of competent jurisdiction and any approved
         Codes of Practice issued by a statutory body;

2.2.2    a reference to particular legislation is a reference to that
         legislation as amended, consolidated or re-enacted from time to time
         and all subordinate legislation made under it from time to time; and

2.2.3    a reference to a clause is a reference to a clause or sub-clause of
         this Lease.

2.3      In this Lease:

2.3.1    an obligation of the Tenant not to do something includes an obligation
         not to cause or allow that thing to be done;

2.3.2    a reference to any act or to any act or omission of the Tenant includes
         any act or any act or omission of any other person at the Premises with
         the Tenant's express or implied authority;

2.3.3    the rights of the Landlord under any clause are without prejudice to
         the rights of the Landlord under any other clause or supplemental
         document or other instrument entered into in connection with this
         Lease;

                                       4
<PAGE>

2.3.4    the obligations of or restrictions on the Tenant or a Guarantor under
         any clause, supplemental document or other instrument entered into in
         connection with this Lease, are without prejudice to the obligations of
         or restrictions on the Tenant or Guarantor, or to the rights of the
         Landlord under any other clause, supplemental document or other
         instrument entered into in connection with this Lease;

2.3.5    a reference to the consent or approval of the Landlord means the prior
         consent in writing of the Landlord and, where required, of any superior
         landlord or mortgagee of the Landlord;

2.3.6    references to any adjoining property of the Landlord include any
         property adjoining or near the Premises owned, leased or occupied by
         the Landlord from time to time;

2.3.7    references to the end of the Term are to the expiry or sooner
         determination of the Term howsoever determined and whether before or at
         the end of the term of years granted by this Lease;

2.3.8    where a sum is expressed to be payable on demand, it will become
         payable, unless otherwise specified, one week after the demand has been
         made;

2.3.9    references to a FAIR PROPORTION of any sum are to the whole or a
         proportion of that sum which is fair and reasonable in the
         circumstances as determined by the Landlord whose decision shall be
         final and binding (save in case of manifest error or injustice);

2.3.10   unless otherwise specified, references to the Premises include any part
         of the Premises; and

2.3.11   reference to any right exercisable by the Landlord, or any right
         exercisable by the Tenant in common with the Landlord, is to be
         construed as including, where appropriate, reference to the exercise of
         the right by the Head Landlord and all persons authorised by him in
         common with all other persons having a like right.

2.4      Where under the terms of this Lease the consent of the Landlord is
         required for any act or matter, the consent of the Head Landlord under
         the terms of the Head Lease is also to be required wherever requisite,
         provided that nothing in this Lease is to be construed as imposing on
         the Head Landlord any obligations not to refuse his consent
         unreasonably, or as indicating that such an obligation is imposed on
         the Head Landlord by virtue or the terms of the Head Lease.

3.   GRANT AND TERM

3.1      At the request of the Guarantor, the Landlord leases the Premises to
         the Tenant for the Term the Tenant paying the following sums, which are
         reserved as rent: the Rent, the Additional Rent, the Insurance Rent and
         any VAT payable on those sums and any interest due under this Lease.

                                       5
<PAGE>

3.2      To the extent only that the Landlord is able to grant the same this
         letting is made together with the rights referred to in Schedule 1 to
         the Head Lease.

4.   RIGHTS RESERVED AND REGRANTED

4.1      There are reserved from this Lease and regranted to the Landlord by the
         Tenant:

4.1.1    the rights referred to in Schedule 2 to the Head Lease as if they were
         set out in this Lease in full (mutatis mutandis);

4.1.2    the right to attach a sign to the exterior of the Premises advertising
         that the Landlord's interest (or any superior interest) is for sale
         provided that such sign does not materially restrict the access of
         light or air to the Premises; and

4.1.3    the right to enter the Premises to exercise any other right reserved
         and regranted to the Landlord by this Lease, or for any other
         reasonable purpose connected with this Lease or with the Landlord's
         interest in the Premises or any adjoining property of the Landlord.

4.2      The rights reserved and regranted by this Lease are reserved and
         regranted to the Landlord and any superior landlord or mortgagee, and
         may be exercised by anyone authorised by the Landlord or a superior
         landlord.

4.3      The person exercising any right of entry reserved and regranted by this
         Lease (save for the Head Landlord or others authorised by it) shall
         cause as little inconvenience as reasonably practicable make good any
         damage caused to the Premises (subject to Clause 4.4) but shall not be
         under any obligation to make any other compensation to the Tenant or
         other occupier of the Premises.

4.4      The Tenant shall allow any person who has a right to enter the Premises
         to enter the Premises at all reasonable times, during and outside usual
         business hours, provided that reasonable notice has been given, which
         need not be written notice. In cases of emergency no notice need be
         given.

5.   THIRD PARTY RIGHTS OVER THE PREMISES

5.1      There are excepted from this deed and this Lease is granted subject to:

5.1.1    all existing rights which belong to other property, or are enjoyed by
         other property over the Premises or any land or Service Media over
         which rights are granted by the Landlord to the Tenant by this Lease;

5.1.2    the matters contained or referred to in the Head Lease; and

5.1.3    the matters contained or referred to in the registers of title numbers
         SY543033 and SY387196 and in the documents referred to therein.

                                       6
<PAGE>

5.2      The Tenant shall comply with the matters contained or referred to in
         clause 5.1 so far as they relate to the Premises and the rights granted
         by this Lease.

5.3      The Tenant shall:

5.3.1    not permit any third party to acquire any right over the Premises or to
         encroach upon the Premises and shall give the Landlord immediate
         written notice of any attempt to do this;

5.3.2    take any steps which the Landlord may reasonably require to prevent the
         acquisition of any right over or encroachment on the Premises;

5.3.3    preserve for the benefit of the Premises and the Landlord's interest in
         them all existing rights which belong to the Premises and are enjoyed
         over adjoining or neighbouring property;

5.3.4    not block or obstruct any window or ventilator at the Premises; and

5.3.5    not grant any right or licence to a third party relating to the air
         space at the Premises.

6.   PAYMENT OF RENTS AND ADDITIONAL RENT

6.1      The Tenant agrees with the Landlord to pay without deduction or set off
         (whether legal or equitable);

6.1.1    the Rent and any VAT payable on the Rent in four equal instalments in
         advance on the usual quarter days;

6.1.2    the Additional Rent and any VAT payable on it in four equal instalments
         in advance on the usual quarter days for the first five years of the
         Term;

6.1.3    the Insurance Rent on demand; and

6.1.4    to pay interest in accordance with Clause 9.7.

6.2      The first instalment of the Rent and any VAT due on it is to be made on
         the date hereof and is to be a proportionate amount for the period from
         and including 1999 until the next quarter day thereafter.

6.3      The first instalment of the Additional Rent and any VAT on it is to be
         made, and is to be a proportionate amount for the period from and
         including the date of this deed until the next quarter day thereafter.

6.4      If required by the Landlord, the Tenant shall pay the Rent and any VAT
         on it, and the Additional Rent and any VAT on it, by banker's standing
         order to a bank account in the United Kingdom which the Landlord has
         notified in writing to the Tenant.

                                       7
<PAGE>

6.5      For the avoidance of doubt, it is agreed and declared that the
         Additional Rent is payable for the purchase of the Fixtures and
         Fittings and shall not be taken into account on any review of rent
         either under this Lease or the Head Lease.

6.6      Title to be fixtures and fittings shall remain with the Landlord
         provided that if the Tenant pays the Additional Rent on the due dates
         throughout the first five years of the Term and the aggregate of such
         payments is not less than L110,000 (exclusive of VAT), title to the
         Fixtures and Fittings will then pass to the Tenant on receipt in
         cleared funds by the Landlord of the last payment of such Additional
         Rent.

7.   HEAD LEASE/LATENT DEFECTS/RIGHT OF WAY POLICY

7.1      The Tenant shall observe and perform the covenants and conditions on
         the part of the Tenant contained in the Head Lease (except for payment
         of the Principal Rent (as defined in the Head Lease)), and must
         indemnify the Landlord from and against any actions, proceedings,
         claims, damages, costs, expenses or losses arising from any breach,
         non-observance or non-performance of those covenants and conditions.

7.2      The Tenant must not do, omit, suffer or permit in relation to the
         Premises any act or thing that would or might cause the Landlord to be
         in breach of the Head Lease, or that if done, omitted, suffered or
         permitted by the Landlord would or might constitute a breach of the
         covenants on the part of the Tenant and the conditions contained in the
         Head Lease.

7.3      The Tenant covenants with the Landlord:

7.3.1    to permit the Landlord upon reasonable notice (except in emergency) to
         enter the Premises for any purpose that is in the reasonable opinion of
         the Landlord necessary to enable it to comply with the covenants on the
         part of the lessee and the conditions contained in the Head Lease;

7.3.2    to permit the Head Landlord and all persons authorized by the Head
         Landlord to enter the Premises for the purposes specified and upon the
         terms contained in the Head Lease as if the provisions in those
         documents dealing with the lessor's access to the Premises were
         incorporated into this Lease;

7.3.3    to pay to the Landlord on an indemnity basis all costs and other
         expenses properly incurred by the Landlord in enforcing the covenants
         on the part of the Head Landlord;

7.3.4    where the Tenant makes an application under this Lease for consent and
         the consent of the Head Landlord is also required under the Head Lease
         to pay on an indemnity basis:

         (a)  all costs and other expenses reasonably and properly incurred by
              the Landlord in relation to that application whether that
              application is granted refused offered subject to any
              qualification or withdrawn including

                                       8
<PAGE>

              professional advice obtained by the Landlord in relation to that
              application; and

         (b)  the costs and other expenses of the Head Landlord in relation to
              that application.

7.4      The Landlord covenants with the Tenant:

7.4.1    to pay the Principal Rent reserved by the Head Lease;

7.4.2    on the request and at the expense of the Tenant to use reasonable
         endeavours to enforce the covenants on the part of the Head Landlord
         contained in the Head Lease;

7.4.3    at the expense of the Tenant to use reasonable endeavours to obtain the
         consent of the Head Landlord required under the Head Lease to it when:

          (a)  the Tenant has applied for consent under this Lease;

          (b)  the Landlord gives that consent or could not reasonably refuse it
               or gives the consent subject to consent being obtained from the
               Head Landlord; and

          (c)  consent is required under the Head Lease.

7.5      Where any issue, question or matter arising out of or under or relating
         to the Head Lease that also affects or relates to the provisions of
         this Lease is to be determined as provided in the Head Lease the
         determination of that issue, question or matter pursuant to the
         provisions of the Head Lease is to be binding on the Tenant as well as
         the Landlord for the purposes both of the Head Lease and this Lease,
         provided that this provision is not to apply to the provisions for the
         review of rent payable under the Head Lease.

7.6      In relation to any review or rent under the Head Lease the Landlord
         shall use reasonable endeavours to negotiate a revised rent which (so
         far as reasonably practicable) is at a rate favourable to both the
         Landlord as lessee under the Head Lease and the Tenant. In doing so the
         Landlord shall consult with the Tenant in relation to the review of
         rent under the Head Lease and keep the Tenant informed of all rent
         review notices submissions counter-submissions and proposals and in
         particular of the determination of the expert or arbitrator (as the
         case may be).

7.7

7.7.1    "POLICY" means a Denial of Access policy issued by Guardian Insurance
         Policy Number QJ746/VC750964 with an inception date of 21 January 1998.

7.7.2    "WARRANTY AGREEMENTS" means:

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<PAGE>

          (a)  a Collateral Warranty Agreement dated 16 February 1998 between
               (1) Axon Solutions Limited and (2) Ross & Partners Limited;

          (b)  a Warranty Agreement dated 16 February 1998 between (1) Ross &
               Partners Limited and (2) Axon Solutions Limited;

          (c)  a Warranty Agreement dated 16 February 1998 between (1) Water
               Lewandowski Limited and (2) Axon Solutions Limited;

          (d)  a Warranty Agreement dated 16 February 1998 between (1) Hilson
               Moran Partnership Limited and (2) Axon Solutions Limited; and

          (e)  a Warranty Agreement dated 16 February 1998 between (1) Tarmac
               Construction Limited and (2) Axon Solutions Limited.

7.8      In the event of any claimant establishing a legal right to prevent the
         Tenant from using the alley way shown coloured blue on the plan to the
         Policy for access to the Premises in connection with the "Insured Use"
         (as defined in the Policy) of the Premises, and such claimant obtaining
         from a Court of competent jurisdiction an order or judgement in respect
         of such right, the Landlord shall at the request and cost of the Tenant
         use its reasonable endeavours to make a claim under the Policy.

7.9      In the event of any substantial disrepair to the Premises caused by a
         Latent Defect the Landlord shall at the request and cost of the Tenant
         (following written notice from the Tenant to the Landlord giving full
         details of such Latent Defect, the disrepair and requesting such
         action):

7.9.1    use its reasonable endeavours to enforce the Warranty Agreements;

7.9.2    the Landlord shall lay out such damages received by the Landlord as a
         result of such enforcement (save for monies received in respect of
         costs and expenses, monies properly due to the Head Landlord or monies
         relating to the Landlord's interest in the Premises) in:

          (a)  using its reasonable endeavours to obtain all necessary planning
               permissions and other consents;

          (b)  using its reasonable endeavours to remedy either the disrepair or
               the Latent Defect (at the Landlord's discretion) to the extent
               necessary to render the Premises capable of occupation and use;
               or

          (c)  the Landlord may, if the Tenant has remedied any such Latent
               Defect or disrepair caused by a Latent Defect to the satisfaction
               of the Landlord, account to the Tenant for such part of such
               damages received by the Landlord as a result of enforcement of
               the Warranty Agreements (save as aforesaid) as shall relate to
               such works carried out by the Tenant.

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<PAGE>

7.10     The Tenant covenants with the Landlord to pay to the Landlord on a
         indemnity basis all costs and other expenses properly incurred by the
         Landlord in complying with its obligations in clauses 7.8 and 7.9 and
         shall indemnify the Landlord all times both during and after the Term
         against all liabilities, damages, costs and expenses arising directly
         or indirectly from any act or omission of the Landlord or proceedings
         to which the Landlord is a party in complying with clauses 7.8 and 7.9.

7.11     The Landlord shall not be obliged to take any action pursuant to or
         otherwise to comply with clauses 7.8 or 7.9 until the Tenant has first
         provided the Landlord, if the Landlord shall reasonably so require,
         with security for the costs and expenses of the Landlord and such
         liabilities, damages, costs and expenses as may arise in complying with
         the Landlord's obligations in clauses 7.8 and 7.9.

8.   RENT REVIEW

8.1      DEFINITIONS

         In this Clause 8 the following definitions apply:

         "ASSUMPTIONS" means the following assumptions which shall apply on a
         rent review:

          (a)  that the covenants on the part of the Landlord and the Tenant
               have been duly observed and performed, and that the covenants on
               the part of the Landlord and the Head Landlord in the Head Lease
               have been duly observed and performed;

          (b)  that on the relevant Review Date the Premises are fit for
               immediate occupation and use for the purpose of trading from them
               and if then damaged or destroyed that they have been fully
               reinstated;

          (c)  that no work has been carried out by the Landlord, the Tenant,
               its sub-tenants or any predecessors in title which has diminished
               the rental value of the Premises;

          (d)  that no reduction shall be made to take account of any rental
               concession which on a new letting with vacant possession might be
               granted to an incoming tenant for a period within which such
               tenant's fitting out works would take place;

          (e)  that the benefit of any Planning Permission and any other
               necessary consent current at the relevant Review Date is also
               available to a willing tenant;

          (f)  that the Premises may lawfully be used for the Permitted Use and
               any other use subsequently authorised by the Landlord or by the
               Head Landlord; and

          (g)  that the Premises can be let in parts.

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<PAGE>

"DISREGARDS" means the following matters which shall be disregarded on any rent
review:

          (a)  so far as may be permitted by law, any temporary legal restraints
               on making or recovering any increase in rent;

          (b)  any works and improvements carried out to the Premises by the
               Tenant or any lawful sub-tenant at their own expense during the
               Term with all necessary consents. Works or improvements shall not
               be disregarded if they were carried out pursuant to an obligation
               to the Landlord or in consideration of any reduction or abatement
               of rent or fee payable under any Licence or agreement
               supplemental to this Lease;

          (c)  any goodwill attaching to the Premises by reason of the business
               conducted from them;

          (d)  the fact that the Tenant or any lawful sub-tenant or their
               respective predecessors in title have been or are in occupation
               of the Premises;

          (e)  the fact that a willing tenant may not be able to recover all of
               any part of any value added tax levied by the Landlord on any of
               the rents; and

          (f)  the Additional Rent.

"HYPOTHETICAL LEASE" means a lease:

          (a)  granted with vacant possession in the open market without a
               premium between a willing landlord and willing tenant;

          (b)  for a term of years equal in length to the unexpired residue of
               the Term or a term of ten years, whichever is the longer, but
               commencing in either case on the relevant Review Date;

          (c)  containing similar covenants, conditions, provisions, agreements
               and declarations to those contained in this Lease, but excluding
               any reference to the Additional Rent;

          (d)  excluding the amount of Principal Rent payable under this Lease;

          (e)  including provisions for the review of the Rent every five years
               identical to these provisions.

         "MARKET RENTAL VALUE" means the rent at which the Premises might
         reasonably be expected to be let on the relevant Review Date as a
         whole, on the relevant Review Date on the terms of a Hypothetical Lease
         making the Assumptions and disregarding the Disregards;

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<PAGE>

         "PRESIDENT" means the President for the time being of the Royal
         Institution of Chartered Surveyors or, in default of the President, the
         Vice-President or next senior officer of the said Institution able to
         appoint a Surveyor;

         "SURVEYOR" means an independent surveyor or valuer to be appointed in
         accordance with Clause 8.2; and

         "UPLIFT" means the amount, if any, by which the Market Rental Value at
         the relevant Review Date exceeds the Rent payable immediately prior to
         the relevant Review Date.

8.2      DETERMINATION OF REVIEWED RENT

8.2.1    Subject to Clause 8.5, the Rent shall be reviewed on each Review Date.
         From the relevant Review Date the Rent shall be the higher of:

         (a)  the Rent reserved immediately prior to the relevant Review Date
              (disregarding any suspension of Rent);

         (b)  the Principal Rent agreed or determined under the Head Lease with
              effect from the relevant Review Date whether or not in fact
              determined by the relevant Review Date; and

         (c)  the Market Rental Value agreed or determined in accordance with
              this Clause 8.2 whether or not in fact determined by the relevant
              Review Date.

8.2.2    In the absence of agreement between the Landlord and the Tenant, the
         Market Rental Value shall be determined by the Surveyor acting at the
         election of the Landlord either as an arbitrator under the Arbitration
         Act 1996 or as an expert.

8.2.3    The Surveyor may be appointed not more than six months before or at any
         time after the relevant Review Date:

          (a)  by agreement between the Landlord and the Tenant; or

          (b)  in the absence of such agreement, by the President upon the
               application of the Landlord or the Tenant.

8.2.4    If the President is unavailable for any reason, unable, or fails to
         make such appointment at the time of application, the appointment of
         the Surveyor shall be made by such officer of such professional body as
         the Landlord shall reasonably designate.

8.2.5    If the Surveyor acts as an expert he shall:

          (a)  afford to both the Landlord and the Tenant an opportunity to make
               representations to him and to comment on the representations made
               by the other party;

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<PAGE>

          (b)  not be fettered by any such representations or comments;

          (c)  determine the Market Rental Value in accordance with his own
               judgment and his determination shall be final and binding upon
               the parties; and

          (d)  provide a reasoned award if requested by either the Landlord or
               the tenant.

8.2.6    The Landlord or the Tenant may apply for a substitute Surveyor to be
         appointed in accordance with Clause 8.2.3 if:

          (a)  the Surveyor fails to determine the Market Rental Value within
               three months after the date of his appointment or such longer
               period as may in all the circumstances be reasonable;

          (b)  the Surveyor relinquishes his appointment or dies; or

          (c)  if for any reason it becomes apparent that the Surveyor will be
               unable to complete his duties under this Clause 8.2.

     This procedure may be repeated as often as necessary.

8.2.7    The fees payable to the President and to the Surveyor shall in the case
         of arbitration be borne as determined by the Surveyor but otherwise
         shall be borne by the Landlord and the Tenant in equal shares.

8.2.8    Immediately upon the Landlord and the Tenant reaching agreement as to
         the Market Rental Value or upon the Surveyor's determination of this,
         the Rent will, as from the relevant Review Date, be and be deemed to
         have been reviewed in accordance with this Clause 8.

8.3  PAYMENT OF REVIEWED RENT

     If the Market Rental Value has not been agreed or determined by the
     relevant Review Date:

          (a)  the Tenant shall pay the Rent to the Landlord at the rate payable
               immediately prior to the relevant Review Date until the date of
               such agreement or determination ("THE DATE OF DETERMINATION");
               and

          (b)  within 7 days of the Date of Determination the Tenant shall pay
               to the Landlord:

               (i)  the Uplift for the period from the relevant Review Date
                    until the quarter day next following the Date of
                    Determination; and

               (ii) interest on the Uplift calculated on a daily basis at 4%
                    below the Interest Rate from the date upon which each part
                    of the Uplift

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<PAGE>

                    would have been payable if the Market Rental Value had been
                    agreed prior to the relevant Review Date until the date of
                    payment.


8.4      MEMORANDUM OF REVIEWED RENT

         Upon the Market Rental Value being agreed or determined in accordance
         with Clause 8.2 a memorandum of the Rent payable with effect from the
         relevant Review Date shall be signed by the Landlord, the Tenant and
         the Guarantor or by a duly authorised officer on behalf of any such
         parties.

8.5      RESTRAINT ON REVIEW

8.5.1    The provisions of Clause 8.5.2 will apply if at any time by reason of
         any statute the landlord is prevented by such statute either in whole
         or in part:

         (a)  from increasing the Rent in accordance with the terms of this
              Lease; or

         (b)  from recovering such increase from the Tenant.

8.5.2    If the circumstances in Clause 8.5.1 apply the Landlord may serve
         notice on the Tenant at any time specifying that the date upon which
         such circumstances cease to apply in whole or in part will be deemed
         Review Date for the purposes of this Lease. The Landlord may, but so
         far only as may be permitted by law, review the Rent in accordance with
         the provisions of this Lease on each such occasion provided always that
         this shall not occur more than once in any five year period.

8.6      Time will not be of the essence in relation to this clause.

9.       OTHER FINANCIAL MATTERS

9.1      UTILITIES

         The Tenant shall pay all charges, including connection and hire
         charges, relating to the supply of Utilities to the Premises and will
         comply with all present or future requirements and reasonable
         recommendations of the suppliers of the Utilities to the Premises.

9.2      COMMON FACILITIES

         The Tenant shall pay on demand a fair proportion determined by the
         Landlord of any costs incurred or payable by the Landlord in respect of
         any land or Service Media not forming part of, but used in connection
         with and for the benefit of the Premises.

9.3      RATES AND TAXES

         The Tenant shall pay and indemnify the Landlord against all present and
         future rates, duties and assessments of any nature charged on or
         payable in respect of the Premises and whether or not of a capital or
         non-recurring nature (except any tax imposed on

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<PAGE>

         the Landlord in respect of the receipt of rents reserved by this Lease
         or any dealing with or disposition by the Landlord of its interest in
         the Premises).

9.4      PAYMENTS RELATING TO THE PREMISES AND OTHER PROPERTY

         Where any of the charges payable under clauses 9.1, 9.2 or 9.3 relates
         to other property as well as the Premises, the amount to be paid by the
         Tenant will be a fair proportion of the whole of the amount charged or
         payable.

9.5      LANDLORD'S COSTS

         The Tenant shall pay to the Landlord, on demand, and on an indemnity
         basis, the fees, costs and expenses properly charged, incurred or
         payable by the Landlord and by the Head Landlord and their advisors or
         bailiffs in connection with:

9.5.1    any steps taken in contemplation of, or in relation to, any proceedings
         under section 146 or 147 of the Law of Property Act 1925 or the
         Leasehold Property (Repairs) Act 1938, including the preparation and
         service of all notices, and even if forfeiture is avoided (unless it is
         avoided by relief granted by the court);

9.5.2    preparing and serving schedules of dilapidations at any time during the
         Term (or within 6 months after the end of the Term in respect of
         dilapidations arising during the Term), and supervising any works
         undertaken to remedy such dilapidations;

9.5.3    recovering (or attempting to recover) any arrears of Rent or other sums
         due to the Landlord under this Lease, including the costs of preparing
         and serving any notice under section 17 of the Landlord and Tenant
         (Covenants) Act 1995 and any costs associated with the Landlord's
         remedies of distress or execution; and

9.5.4    any application for a consent of the Landlord (including the
         preparation of any documents) which is needed by virtue of this Lease,
         (whether or not such consent is granted and whether or not the
         application is withdrawn).

9.6      VAT

9.6.1    Where the Tenant is to pay the Landlord for any supply made to the
         Tenant by the Landlord, the Tenant shall also pay any VAT which may be
         payable in connection with that supply upon receipt of a valid VAT
         invoice.

9.6.2    Where the Tenant is to pay the Landlord the costs of any supplies made
         to the Landlord, the Tenant shall also pay the Landlord any VAT payable
         in connection with that supply, except to the extent that the Landlord
         is able to obtain a credit for the VAT from HM Customs & Excise.

9.7      INTEREST
                                       16
<PAGE>

         If the Rent or the Additional Rent is not paid on the due date for
         payment or if any other sum payable under this Lease is not paid to the
         Landlord within one week of the due date for payment or if the Landlord
         refuses to accept any Rent Additional Rent or other such sum when the
         Tenant is in breach of any of its obligations in this Lease, the Tenant
         shall pay interest to the Landlord at the Interest Rate for the period
         from and including the due date until payment (both before and after
         any judgment).

9.8      EXCLUSION OF STATUTORY COMPENSATION

         Any statutory right of the Tenant, or any undertenant, to claim
         compensation from the Landlord or any superior landlord on leaving the
         Premises is excluded to the extent that the law allows.

10.      INSURANCE

10.1     TENANT'S OBLIGATIONS

         The Tenant shall:

10.1.1   pay the insurance Rent in accordance with this Lease;

10.1.2   comply with the requirements of the insurers relating to the Premises
         and not do or omit to do anything which may make any insurance of the
         Premises (or of any adjoining property) void or voidable, or which
         would result in an increase in the premiums for such insurance;

10.1.3   give the Landlord immediate written notice of any damage to or
         destruction of the Premises by an Insured Risk;

10.1.4   pay the Landlord on demand an amount equal to any amount which the
         insurers refuse to pay, following damage or destruction by an Insured
         Risk, because of any act or omission of the Tenant and the amount of
         any excess required by the insurers in connection with that damage or
         destruction;

10.1.5   without limitation, the Tenant shall comply with the obligations
         contained in Clause 4.5 of the Head Lease as if they were set out in
         full in this deed.

10.2     SUSPENSION OF RENT

10.2.1   If the circumstances in Clause 4.6 (1) of the Head Lease apply, the
         Rent, or a fair proportion of it according to the nature and extent of
         the damage sustained, shall be suspended for a period equal to the
         period for which loss of rent insurance has been effected by the Head
         Landlord or until the Premises are rendered fit for occupation and use,
         whichever is the shorter period.

10.2.2   The Rent will not be suspended to the extent that any loss of rent
         insurance has been made ineffective, or payment of it has been refused
         by the insurers because

                                       17
<PAGE>

         of any act or omission by the Tenant, nor unless and until any arrears
         of Rent or other sums due under this Lease have been paid by the Tenant
         in full.

10.3     TERMINATION

10.3.1   If the Premises are damaged or destroyed by any of the Insured Risks
         and the Premises (or any part of it) is still unfit for occupation or
         use two years and 6 months after the date upon which the damage or
         destruction occurred either party may thereafter for so long as the
         Premises or part remains so unfit serve on the other 6 months notice
         referring to this clause and on the expiry of such notice this Lease
         will immediately come to an end provided that such notice shall not be
         effective if at or at any time prior to the expiry of the notice the
         Premises are against fit for occupation and use.

10.3.2   Termination will not affect the rights that either party may have
         against the other and the insurance money received by the Landlord or
         in the Head Landlord in respect of the Premises shall belong to the
         Landlord or the Head Landlord (as the case may be).

10.4     INSURANCE MONIES

         All insurance monies payable will belong to the Landlord or the Head
         Landlord, but not to the Tenant.

11.  STATE AND CONDITION OF THE PREMISES

11.1   REPAIR

11.1.1   The Tenant shall repair the Premises and keep them in good and
         substantial repair and condition but the Tenant need not do so where
         the disrepair is caused by a Latent Defect in so far as the same is the
         responsibility of the Head Landlord pursuant to Clause 6.2 of the Head
         Lease.

11.1.2   The Tenant shall keep all plant and equipment within or forming part of
         the Premises in good working order and replace by new articles of
         similar kind and quality any fixtures, fittings, plant or equipment
         (other than Tenant's or trade fixtures and fittings) within or forming
         part of the Premises which are in need of replacement and without
         limitation shall at the end of the Term replace the carpets and any
         damaged ceiling tiles by new articles of similar kind and quality to
         the Landlord's reasonable satisfaction.

11.1.3   The Tenant shall:

         (a)      keep any outside parts of the Premises clean and tidy, and any
                  landscaped areas properly weeded;

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<PAGE>

         (b)      keep grass, gardens, trees and shrubs in proper and neat order
                  and condition and properly maintained and cultivated to the
                  reasonable satisfaction of the Landlord;

         (c)      keep any unbuilt upon areas adequately surfaced and in good
                  and substantial repair and condition; and

         (d)      regularly clean the inside and outside of the windows at the
                  Premises and replace any plate glass which becomes broken or
                  damaged.

11.1.4   Damage by way of the Insured Risks is excepted from the Tenant's
         liability under sub-clauses 11.1.1, 11.1.2 and 11.1.3 unless the
         insurance monies are rendered irrecoverable in whole or any part by any
         act or default of the Landlord the Tenant any other occupier for the
         time being of the Premises or their servants agents employees licensees
         invitees or visitors.

11.1.5   At the end of the Term the Tenant will yield up the Premises with
         vacant possession decorated and repaired in accordance with and in the
         condition required by this Lease.

11.1.6   (a)   The Tenant shall enter into and maintain contracts for the
         maintenance and repair of the Premises and of plant and machinery at
         the Premises with contractors approved by the Landlord such approval
         not to be unreasonably withheld or delayed.

         (b)   If the Landlord reasonably considers that the Tenant is not fully
         complying with its obligations in sub-clause 11.1 or 11.2 of this Lease
         the Landlord may, without prejudice to its other rights and remedies,
         appoint a contractor to carry out maintenance and repair of the
         Premises and of plant and machinery at the Premises and any proper
         costs incurred by the Landlord will be a debt due from the Tenant
         payable on demand and may be recovered by the Landlord as if it were
         additional rent.

11.2     REDECORATION

         The Tenant shall comply with the provisions of Clause 5.4 of the Head
         Lease as if they were set out in full in this deed but referred to the
         Term of this Lease.

11.3     ALTERATIONS

11.3.1   The provisions of Clause 5.6 of the Head Lease shall apply to the Lease
         as if they were set out in full in this deed but referred to the
         Premises and the Term of this Lease.

11.4     SIGNS AND RELETTING NOTICES

11.4.1   The Tenant shall not display any sign, notice, flag, bill, placard,
         poster or advertisement at the Premises which can be seen from outside
         the Premises,

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<PAGE>

         except one external sign approved by the Landlord and by the Head
         Landlord and giving the name and business of the Tenant (or other
         authorised occupier), and at the end of the Term the Tenant shall
         remove any such sign make good any damage caused by that removal to the
         reasonable satisfaction of the Landlord.

11.4.2   The Tenant shall permit the Landlord to place a sign on the Premises at
         any time advertising the sale of the Landlord's interest (or any
         superior interest) in the Premises and during the last six months of
         the Term for the reletting of the Premises.

12   USE OF THE PREMISES

12.1     THE PERMITTED USE

         The Tenant shall not use the first, second and third floors of the
         Premises for any purpose other than for the Permitted Use and shall not
         use the roof void in the Premises for any purpose other than as a space
         for plant and equipment which serve the Premises.

12.2     OBSTRUCTIONS

         The Tenant shall not obstruct any pavement, footpath or roadway
         adjoining or serving the Premises.

12.3     RESTRICTIONS ON USE

         The Tenant shall not:

12.3.1      leave the Premises unoccupied for a period of more than three months
            without the consent of the Landlord such consent not to be
            unreasonably withheld or delayed, but the Tenant will not by virtue
            of this clause be required to trade from the Premises;

12.3.2      do anything on the Premises which is illegal or immoral or which
            would cause a nuisance or inconvenience or any damage or disturbance
            to the Landlord or any owner or occupier of any other property
            adjoining or near the Premises;

12.3.3      carry out any acts at the Premises which are noisy, noxious,
            dangerous or offensive or store dangerous or inflammable materials
            at the Premises;

12.3.4      allow rubbish to accumulate at the Premises nor allow any material
            which is deleterious, polluting or dangerous (to persons or
            property) to enter any Service Media or any adjoining property; nor

12.3.5      overload or obstruct any Service Media which serve the Premises.

12.4     FIRE AND SECURITY PRECAUTIONS

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<PAGE>

         The Tenant shall comply with the requirements and recommendations of
         the fire authority and with any reasonable requirements of the Landlord
         relating to fire prevention and the provision of fire fighting
         equipment at the Premises and the reasonable requirements of the
         Landlord in relation to the security of the Premises while they are
         vacant.

12.5     EXCLUSION OF WARRANTY

         The Landlord does not warrant or represent that the Premises may be
         used for the Permitted Use or for any other purpose.

13.      DEALINGS

13.1        GENERAL RESTRICTIONS

            The Tenant shall not part with nor agree to part with possession of
            the whole or part of the Premises or this Lease, nor allow any other
            person to occupy the whole or any part of the Premises, except as
            permitted by the remainder of this Clause 13.

13.2     ASSIGNMENTS

13.2.1      The Tenant shall not assign any part (as opposed to the whole) of
            this Lease and shall not assign the whole of this Lease without the
            consent of the Landlord, such consent not to be unreasonably
            withheld or delayed.

13.2.2      The Landlord and the Tenant agree that, for the purposes of section
            19(1A) of the Landlord and Tenant Act 1927:

            (a)   the Landlord may refuse its consent to an assignment if in the
                  reasonable opinion of the Landlord the proposed assignee is
                  not of sufficient financial standing to pay the Rent and other
                  sums payable under this Lease and to comply with the Tenant's
                  obligations in this Lease (except where in the reasonable
                  opinion of the Landlord acceptable security for such payments
                  and such obligations is provided);

            (b)   the Landlord may refuse its consent to an assignment unless
                  the Guarantor enters into a deed, no later than the date of
                  the instrument of the proposed assignment, which deed is to
                  provide for a guarantee of all of the obligations of the
                  Tenant contained in any authorised guarantee agreement entered
                  into pursuant to paragraph (c) below; and

            (c)   the Landlord may give its consent to an assignment subject to
                  a condition that the Tenant enters into an authorised
                  guarantee agreement no later than the date of the instrument
                  of the proposed assignment, which agreement is to be by deed,
                  is to provide for a guarantee of all the obligations of the
                  proposed assignee under this Lease from the date of the
                  proposed assignment until the proposed assignee is released by
                  virtue of the Landlord and Tenant (Covenants) Act 1995, and
                  which provides for all the

                                       21
<PAGE>

                  matters permitted by section 16(5) of that Act and which is
                  otherwise in accordance with section 16 of that Act and in a
                  form reasonably required by the Landlord.

13.2.3      Clause 13.2.2 does not limit the right of the Landlord to refuse
            consent to an assignment on any other reasonable ground or to impose
            any other reasonable condition to its consent.

13.3     UNDERLETTINGS

13.3.1      In this clause the following definitions apply:

         "PERMITTED PART"
            means an entire floor of the Premises;

13.3.2      The Tenant shall not underlet or agree to underlet any part of the
            Premises (as distinct from the whole) except by an Underlease of a
            Permitted Part.

13.3.3      The Tenant shall not underlet the whole of the Premises or a
            Permitted Part except in accordance with the remainder of this
            clause 13.3 and with clause 13.4 (Terms to be contained in any
            underlease) and then only with the consent of the Landlord, such
            consent not to be unreasonably withheld or delayed.

13.3.4      The Tenant shall not underlet the Premises or a Permitted Part
            without first obtaining from the undertenant a covenant by the
            undertenant with the Landlord to comply (except in the case of an
            underletting of a Permitted Part in so far as inapplicable to the
            Permitted Part) with the terms of this Lease on the part of the
            tenant, other than as to the payment of any Rent or other sums
            reserved as rent by this Lease, and to comply with the obligations
            on the undertenant in the underlease throughout the term of the
            underlease or until the undertenant is released by virtue of the
            Landlord and Tenant (Covenants) Act 1995, if sooner.

13.3.5      Any underlease of the whole of the Premises or of a Permitted Part
            shall be granted:

            (a)   at a rent which is not less than the then full open market
                  rental value of the whole Premises or the Permitted Part (as
                  the case may be);

            (b)   without a fine or premium; and

            (c)   with the underlease rent payable not more than one quarter in
                  advance.

13.3.6      The Tenant shall not grant an underlease until the Landlord has
            given its approval of an order of a court of competent jurisdiction
            made under section 38(4) of the Landlord and Tenant Act 1954
            authorising an agreement excluding sections 24 to 28 (inclusive)
            from the tenancy to be created by the underlease. The Tenant shall
            supply the Landlord with a copy of the order (with the form of
            underlease) certified by solicitors as a true copy of the original
            for this purpose.

                                       22
<PAGE>

13.4      TERMS TO BE CONTAINED IN ANY UNDERLEASE

          Any underlease shall contain the following terms:

13.4.1      (where the term of the underlease extends beyond a Review Date) a
            provision for the review of the rent in the same terms and on the
            same dates as the review of the Rent in this Lease;

13.4.2      an obligation on the undertenant not to deal with or dispose of its
            interest in the underlease, or part with possession of the whole or
            part of that interest or permit any other person to occupy the
            Premise or the Permitted Part (as the case may be) except by way of
            an assignment or charge of the whole of its interest in the Premises
            or the Permitted Part (as the case may be) which may only be made
            with the Landlord's consent, such consent not to be unreasonably
            withheld or delayed; and

13.4.3      agreements between the Tenant and the undertenant in the same terms
            as Clause 13.2.2 and a further agreement between the Tenant and the
            undertenant expressed to be for the purposes of section 19(1A) of
            the Landlord and Tenant Act 1927 that the Tenant may give its
            consent to an assignment of the underlease subject to a condition
            that the proposed assignee of the underlease enters into a covenant
            with the Landlord with effect from the date of the instrument of the
            assignment of the underlease in the terms of the covenant required
            from the undertenant by Clause 13.3.3,

         and shall otherwise be consistent with the terms of this Lease.

13.5     FURTHER PROVISIONS RELATING TO UNDERLEASES

13.5.1      The Tenant shall procure that the rent in any underlease is reviewed
            in accordance with the underlease and shall not agree the level of
            any reviewed rent with an undertenant without the consent of the
            Landlord, such consent not to be unreasonably withheld or delayed.

13.5.2      The Tenant shall enforce the obligations of the undertenant in any
            underlease and exercise its rights under the agreements made between
            it and the undertenant for the purposes of section 19(1A) of the
            Landlord and Tenant Act 1927.

13.5.3      The Tenant shall not vary the terms of, nor, without the consent of
            the Landlord, such consent not to be unreasonably withheld, accept
            or agree to accept a surrender of, nor forfeit any underlease.

13.6     CHARGING

              The Tenant shall not charge or agree to charge any part of the
              Premises (as distinct from the whole) and shall not charge or
              agree to charge the whole of the Premises without the consent of
              the Landlord, such consent not to be unreasonably withheld or
              delayed.

                                       23
<PAGE>

13.7     DECLARATIONS OF TRUST

         The Tenant shall not execute any declaration of trust of the whole or
         any part of its interest in the Premises or this Lease.

13.8     GROUP SHARING OF OCCUPATION

         Nothing in this Clause 13 shall prevent the Tenant from sharing
         occupation of the Premises with another member of the same group of
         companies (as defined by section 42 of the Landlord and Tenant Act 1954
         (as amended)) if and so long as that other member remains a member of
         the group and no relationship of landlord and tenant subsists between
         the Tenant and that other member. The Tenant must keep the Landlord
         informed of the identity of all occupiers and of the basis of their
         occupation of the Premises.

13.9     REGISTRATION OF DEALINGS

         Within one month of any dealing with, or devolution of, the Premises or
         this Lease or of any interest created out of them or it, the Tenant
         shall give the Landlord written notice of that dealing or devolution
         together with a certified copy of any document effecting or evidencing
         the dealing or devolution (and a certified copy for any superior
         landlord) and shall pay the Landlord a reasonable registration fee of
         not less than twenty five pounds (L25) and the registration fee of any
         superior landlord.

14.      LEGAL REQUIREMENTS

14.1     LEGISLATION AND PLANNING

         The Tenant shall:

14.1.1      comply with all legislation affecting the Premises, their use and
            occupation and the health and safety of persons working at or
            visiting the Premises, whether the legislation requires the owner,
            landlord, tenant or occupier to comply;

14.1.2      give the Landlord written notice of any defect in the Premises which
            may make the Landlord liable to do, or not to do, any act to comply
            with the duty of care imposed by the Defective Premises Act 1972,
            and shall display any notices at the Premises needed to enable the
            Landlord to comply with the Defective Premises Act 1972;

14.1.3      at the end of the Term pay the Landlord a fair proportion,
            determined by the Landlord, of any compensation which the Tenant has
            received or which is receivable by the Tenant because of any
            restriction placed on the use of the Premises under any legislation.

14.1.4      The Tenant shall comply in all respects with the provisions and
            requirements of the Planning Acts any agreement entered into
            pursuant to the Planning Acts and all Planning Permissions so far as
            the same relate to or affect:

                                       24
<PAGE>

            (a)   any operations or works at any time carried out on or at the
                  Premises; or

            (b)   the use of the Premises for any purpose.

14.1.5      The Tenant shall not make any application for Planning Permission or
            commence any project of Development without the prior consent of the
            Landlord, such consent not to be unreasonably withheld or delayed in
            respect of any matter for which the Landlord's approval or consent
            may not be unreasonably withheld under this Lease.

14.1.6      Having obtained the Landlord's consent pursuant to Clause 14.1.5 the
            Tenant shall not commence any operations, works, acts or things as
            aforesaid on the Premises, any change of use of the Premises for any
            purpose or any other form of Development without having obtained all
            such Planning Permissions and served all such notices as may be
            required therefor under the Planning Acts.

14.1.7      Subject only to any statutory direction to the contrary the Tenant
            shall discharge any tax, charge, fee or levy imposed at any time
            under the Planning Acts in respect of the carrying out of any
            operations, works, acts or things as aforesaid on the Premises,
            their use or any other form of Development.

14.1.8      Notwithstanding any consent or approval which may be given by the
            Landlord under this Lease, the Tenant shall not carry out or make
            any alterations or addition to the Premises or change their use
            before:

            (a)   all necessary notices under the Planning Acts have been
                  served; and

            (b)   all such notices and any Planning Permission required have
                  been produced to and approved by the Landlord (such approval
                  not to be unreasonably withheld or delayed).

14.1.9      Without prejudice to the Landlord's rights to grant or refuse
            approval the Landlord may refuse to approve any Planning Permission
            because, inter alia, anything contained in or omitted from it or its
            period is, would be or be likely to be prejudicial to the interest
            of the Landlord or the Head Landlord in the Premises or any
            neighbouring premises whether during or following the termination of
            the Term.

14.1.10     Unless the Landlord otherwise directs, the Tenant shall carry out
            and complete before the expiration or sooner determination of the
            Term any works required to be carried out to the Premises as a
            condition of any Planning Permission applied for and implemented by
            or on behalf of the Tenant or any lawful sub-tenant or their
            respective predecessors in title before such expiration or
            determination.

14.1.11     The Tenant shall produce to the Landlord or the Landlord's surveyor
            and to the Head Landlord and the Head Landlord's surveyor all such
            plans, documents and other evidence as the Landlord or Head Landlord
            may reasonably require in order

                                       25
<PAGE>

            to be satisfied that the provisions of this Clause 14 have been
            complied with in all respects.

14.1.12     The Tenant shall not enter into any planning agreement or planning
            obligations pursuant to Section 106 of the Town and Country Planning
            Act 1990.

14.2     NOTICES RELATING TO THE PREMISES

14.2.1      The Tenant shall give the Landlord a copy of any notice received by
            the Tenant, relating to the Premises or any occupier of them, or to
            the Landlord's or the Head Landlord interest in them, upon having
            received it and take any steps which the Landlord may reasonably
            require in connection with such notice.

14.2.2      The Tenant shall not give any notice or counternotice under the
            Party Wall etc. Act 1996 without the consent of the Landlord.

15.      LANDLORD'S COVENANT FOR QUIET ENJOYMENT

            The Landlord agrees with the Tenant that the Tenant may hold and use
            the Premises during the Term without any interruption (except as
            authorised by this Lease) by the Landlord or by any person lawfully
            claiming through, under or in trust for the Landlord.

16.      LIMITS ON LANDLORD'S LIABILITY

16.1     In this clause "INTEREST" means the whole of the interest in the
         reversion immediately expectant on the end of the Term.

16.2     The obligations on the Landlord contained or implied in this Lease, to
         the extent that they relate to any time after a person has parted with
         its Interest, will not be binding on or enforceable against a person
         after that person has parted with its Interest.

16.3     To the extent that a person retains any liability for such obligations
         after having parted with its Interest, the Tenant agrees to release
         that person from such liability within four weeks of being notified in
         writing that such person has parted with its Interest and the release
         will have effect from the date of the disposal of the Interest.

16.4     If the Landlord makes a request under section 6 or 7 of the Landlord
         and Tenant (Covenants) Act 1995 (Release from covenants on assignment
         of the reversion), the Tenant agrees not to unreasonably withhold or
         delay the release requested.

17.      FORFEITURE

17.1     LANDLORD'S RIGHT OF RE-ENTRY

         If any event set out in Clause 17.2 occurs, the Landlord may forfeit
         this Lease and re-enter the Premises. The Term will then end, but
         without prejudice to any claim which the Landlord may have against the
         Tenant or a Guarantor for any failure to comply with the terms of this
         Lease.

                                       26
<PAGE>

17.2     EVENTS GIVING RISE TO THE LANDLORD'S RIGHT OF RE-ENTRY

17.2.1      The Rent or any other sum payable under this Lease has not been paid
            three weeks after it became due, whether formally demanded or not or
            the Tenant or any Guarantor has failed to comply with the terms of
            this Lease.

17.2.2      A receiver (including a receiver under section 101 of the Law of
            Property Act 1925) or manager or administrative receiver of the
            Tenant's property (or part of it) is appointed.

17.2.3      The Tenant, if an individual (or if more than one individual then
            any one of them) is the subject of a bankruptcy petition or of an
            application for an interim order under Part VIII of the Insolvency
            Act 1986, or enters into any composition moratorium or other
            arrangement with its creditors, whether or not in connection with
            any proceeding under the Insolvency Act 1986.

17.2.4      In relation to a Tenant which is a body corporate (or if more than
            one body corporate then any one of them):

            (a)   a proposal for a voluntary arrangement is made under Part I of
                  the Insolvency Act 1986 or the directors of the Tenant resolve
                  to make such a proposal;

            (b)   a petition for an administration order is presented under Part
                  II of the Insolvency Act 1986 or the directors of the Tenant
                  resolve to present such a petition;

            (c)   a resolution for its voluntary winding up is passed under Part
                  IV of the Insolvency Act 1986 or a meeting of its creditors is
                  called for the purpose of considering that it be wound up
                  voluntarily (in either case, other than a voluntary winding up
                  whilst solvent for the purposes of and followed by a solvent
                  reconstruction or amalgamation);

            (d)   a petition for its winding up is presented to the court under
                  Part IV or by virtue of Part V of the Insolvency Act 1986 or a
                  resolution is passed that it be wound up by the court; or

            (e)   an application is made under section 425 of the Companies Act
                  1985 or a proposal is made which could result in such an
                  application.

17.2.5      The Tenant which is a body corporate (or if more than one body
            corporate then any of them):

            (a)   enters or proposes to enter into any arrangement, moratorium
                  or composition (other than any referred to above) with its
                  creditors; or

            (b)   is dissolved, or is removed from the Register of Companies, or
                  ceases to exist (whether or not capable of reinstatement or
                  reconstitution).

                                       27
<PAGE>

18.      MISCELLANEOUS

18.1     NOTICES

18.1.1      Any notice or demand in connection with this Lease may be sent by
            first class post and if so sent from within the UK and properly
            stamped and correctly addressed will be conclusively treated as
            having been delivered two working days after posting.

18.1.2      The Tenant shall give the Landlord verbal notice of any matter
            affecting the Premises where emergency action is needed as well as
            written notice.

18.2     LANDLORD'S RIGHTS TO REMEDY DEFAULT BY THE TENANT

         If the Tenant fails to comply with any of its obligations in this
         Lease, the Landlord may give the Tenant written notice of that failure,
         and the Tenant shall remedy the failure within the time reasonably
         specified by the Landlord. If the Tenant fails to do this, the Landlord
         may enter the Premises and carry out any works or do anything else
         which may be needed to remedy the Tenant's failure to comply with its
         obligations under this Lease, and any costs properly incurred by the
         Landlord will be a debt due from the Tenant payable on demand and may
         be recovered by the Landlord as if it were additional rent.

18.3     TENANT TO PROVIDE INFORMATION

         The Tenant shall give the Landlord any information or documents which
         the Landlord reasonably requests to show that the Tenant is complying
         with its obligations in this Lease and shall give the Landlord written
         notice of any matter in connection with the Premises which may make the
         Landlord liable to any third party.

18.4     TENANT'S INDEMNITY

         The Tenant agrees to indemnify the Landlord at all times (both during
         and after the Term) against all liabilities, damages, costs and
         expenses arising directly or indirectly from the existence, state of
         repair or use of the Premises or any breach of any of the Tenant's
         obligations in this Lease, or any act or omission of the Tenant.

18.5     TENANT'S ACKNOWLEDGEMENT

         The Tenant acknowledges that it has not entered into this Lease in
         reliance on any representation made by or on behalf of the Landlord.

18.6     QUALIFICATION OF LANDLORD'S LIABILITY

         The Landlord will not be liable to the Tenant or any other person for:

18.6.1      any interruption to the supply of Utilities to the Premises;

                                       28
<PAGE>

18.6.2      any accidental damage to the Premises or to any property of the
            Tenant or any other occupier of the Premises or their employees,
            agents or independent contractors; or

18.6.3      for any failure to perform any obligation in this Lease, unless the
            Tenant has given the Landlord written notice of the facts giving
            rise to that failure and allowed the Landlord a reasonable time to
            remedy the matter.

18.7     REMOVAL OF GOODS AFTER END OF TERM

         The Tenant shall remove all its fittings, goods and other possessions
         at the end of the Term and the Landlord may dispose of any such items
         left at the Premises more than two weeks after the end of the Term as
         the Landlord sees fit.

18.8     JURISDICTION

         This Lease shall be governed by and construed in accordance with the
         laws of England and Wales and the Guarantor agrees that [the office of
         the Tenant's solicitors] is an effective address for service of any
         notices to be served upon it under this Lease and any proceedings
         commenced in the English Courts.

18.9     REPLACEMENT GUARANTEE

         The Tenant must give notice to the Landlord within seven days after
         becoming aware of a Guarantor Replacement Event. If the Landlord
         responds by giving notice requiring a replacement the Tenant must
         within 28 days of receiving such notice from the Landlord procure some
         other person reasonably acceptable to the Landlord to execute a
         replacement guarantee in the form executed by the Guarantor in respect
         of whom the Guarantor Replacement Event has occurred.

19.      GUARANTOR'S COVENANT

         The Guarantor covenants with the Landlord:

19.1          That the Tenant will pay the rents reserved by and comply with all
              the Tenant's obligations in this Lease. In any case of default by
              the Tenant the Guarantor will pay the rents and comply with those
              obligations, and will on demand make good to the Landlord on a
              full indemnity basis all losses, costs, damages and expenses
              caused to the Landlord by any such default. Neither any
              forbearance of the Landlord in seeking payment of any due rents or
              in enforcing any obligations, nor any compromise or arrangement
              made by the Landlord with the Tenant, shall discharge or abate the
              Guarantor's liability.

19.2          That it will join in and be bound by any variation of this Lease
              made by the Landlord and Tenant at any time before an assignment
              of this Lease by the Tenant and (subject to section 18 of the
              Landlord and Tenant (Covenants) Act 1995) that no variation of
              this Lease after such an assignment will discharge the Guarantor's
              liability under this Clause 19.

                                       29
<PAGE>

19.3          In the event that the Tenant surrenders part of the Premises the
              liability of the Guarantor shall continue in respect of that part
              of the Premises not so surrendered after making any necessary
              apportionments under section 140 of the Law of Property Act 1925.

19.4          That if the Tenant (or any one or more of them if there is more
              than one) becomes bankrupt or enters into liquidation and the
              trustee in bankruptcy or liquidator disclaims this Lease or this
              Lease becomes forfeit and if within three calendar months of such
              disclaimer or forfeiture the Landlord serves notice in writing on
              the Guarantor requiring that Clause 19.5 be implemented, then the
              Guarantor shall comply with Clause 19.5.

19.5          The Guarantor shall, at its own cost, accept (and execute and
              deliver a counterpart of) a lease of the Premises for a term
              commencing on and taking effect on the date of (as appropriate)
              the disclaimer or forfeiture of this Lease and expiring on the
              date when this Lease would have expired by effluxion of time had
              it not been disclaimed or forfeit, at the same rents and on the
              same covenants and conditions in this Lease.

19.6          As between the Landlord and the Guarantor the guarantor shall be
              deemed to be a principal debtor and accordingly the Landlord shall
              be entitled to forebear or refuse to accept payment of the Rent or
              to enforce performance or observance of the Tenant's covenants or
              to give time to the tenant without discharging the Guarantor
              wholly or partly or in any way diminishing his liability under
              this covenant.

20.      TENANT'S OPTION TO DETERMINE

20.1     In this clause "TERMINATION DATE" means 29 September 2004.

20.2     Subject to the pre-conditions in Clause 203 being satisfied on the
         Termination Date, and subject to Clause 20.4 the Tenant, may determine
         the Term on the Termination Date by giving the Landlord not less than 6
         months' written notice. Term will then determine on the Termination
         Date, but without prejudice to any rights of either party against the
         other for any antecedent breach of its obligations under this Lease.

20.3     The pre-conditions are that:

20.3.1      the Premises are in a state materially consistent with the proper
            performance of the Tenant's obligations contained in Clause 11;

20.3.2      vacant possession of the whole of the Premises is given to the
            Landlord; and

20.3.3      all Rent Additional Rent and other sums due under this Lease up to
            the Termination Date have been paid in full.

20.4     The Landlord may waive any of the pre-conditions set out in Clause 20.3
         at any time before the Termination Date by written notice to the
         Tenant.

                                       30
<PAGE>

20.5     The Tenant will cancel any registration it has made in connection with
         this clause within 5 Working Days of the Termination Date.

20.6     Time will be of the essence for the purposes of this clause.

21.      LANDLORD'S OPTION TO DETERMINE

21.1     In this clause "TERMINATION DATE" means 29 September 2004.

21.2     The Landlord may determine this Lease on the Termination Date by giving
         the Tenant not less than 6 months' written notice. The Term will then
         determine on the Termination Date and this Lease will come to an end,
         but without prejudice to any rights of either party against the other
         for any antecedent breach of its obligations under this Lease.

21.3     On the termination of the Term the Tenant will give the Landlord vacant
         possession of the whole of the Premises.

22.   EXCLUSION OF THE 1954 ACT

      Having been authorised to do so by an order of the Reading County Court,
      under section 38(4) of the Landlord and Tenant Act 1954 made on _________
      1999 (No. ______), the Landlord and the Tenant agree that the provisions
      of sections 24 to 28 (inclusive) of the Landlord and Tenant Act 1954 shall
      not apply to the tenancy created by this deed.

23.   NEW OR OLD LEASE

      This Lease is not a new tenancy for the purposes of section 1 of the
      Landlord and Tenant (Covenants) Act 1995.

IN WITNESS of which this deed has been duly executed and is delivered on the
date written at the beginning of this deed.

                                       31
<PAGE>

Signed as a deed by                   )
VASTERA LIMITED acting by a director  )
and its secretary or two directors:   )

                                            Director     /s/ Philip J. Balsamo
                                                         -----------------------

                                            Director/Secretary  /s/ John Thurlow
                                                                ----------------

Signed as a deed by                   )
VASTERA INC                           )
acting by:                            )

                                            /s/ Philip J. Balsamo
                                            ------------------------------------

                                            /s/ Arjun Rishi
                                            ------------------------------------


                                       32
<PAGE>

Private & Confidential



DATED
------------------------------------------------------------------------------

                         CANADIAN & PORTLAND ESTATES                   (1)
                                     PLC

                           AXON SOLUTIONS LIMITED                      (2)

                                     AND

                               VASTERA LIMITED                         (3)

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

                                 COUNTERPART
                                   LICENCE
                                 TO UNDERLET
                       188 HIGH STREET, EGHAM, SURREY

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

<PAGE>

THIS LICENCE is made the ________________________________________ 1999

BETWEEN:

(1)  CANADIAN & PORTLAND ESTATES LIMITED whose registered office is at Allan
     House 10 John Princes Street London W1M 0AH ("THE LANDLORD")

(2)  AXON SOLUTIONS LIMITED whose registered office is at 90a Queens Road
     Twickenham Middlesex TW1 4ET ("THE TENANT")

(3)  VASTERA LIMITED whose registered office is at Amtest House, 75 - 79
     Guildford Street. Chertsey, Surrey KT19 9AS ("THE UNDERTENANT")

WHEREAS:

1    INTERPRETATION

1.1  In this Licence 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

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

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

     (e)  the expressions "the Landlord" "the Tenant" and "the Undertenant"
          shall include their respective successors in title

     (f)  references to numbered clauses are to numbered clauses in this Licence

1.2  In this Licence the following expressions shall unless the context
     otherwise requires have the following meanings:

     (a)  "LEASE" means the lease of the Premises briefly described in the
          schedule and includes any document supplemental to or associated with
          the Lease

     (b)  "PREMISES" means the premises briefly described in the schedule

     (c)  "UNDERLEASE" means an underlease of the Premises for a term from and
          including September 1999 and expiring on 22 April 2013 to be granted
          without taking any fine or premium at a yearly rent of L159,000
          exclusive of all outgoings and an insurance rent equal to the rent
          reserved by Clause 2.2 (b) of the Lease

2        GRANT OF LICENCE

                                       1
<PAGE>

2.1  The Landlord grants to the Tenant its licence to grant the Underlease to
     the Undertenant

3    TENANT'S COVENANTS

3.1  The Tenant will not at any time either expressly or by implication waive
     any of the covenants and conditions to be contained in the Underlease

3.2  On any breach of any of the covenants and conditions to be contained in the
     Underlease the Tenant shall enforce such covenants and conditions

4    UNDERTENANT'S COVENANT

4.1  The Undertenant covenants with the Landlord from the date the Underlease is
     granted to it until the date it assigns the Underlease with the consent of
     the Tenant as required by the Underlease to pay the rents reserved by it in
     accordance with the provisions of the Underlease and to observe and perform
     all of the other lessees covenants and the conditions contained in the
     Underlease and also to observe and perform the lessee's covenants in the
     Lease (except the covenant to pay rent)

5    CONDITIONS

5.1  This Licence is conditional upon:

     (a)  the Underlease being granted within two months after the date of this
          Licence (as to which time shall be of the essence) and

     (b)  the Underlease being in a form previously approved in writing by the
          Landlord (such approval not to be unreasonably withheld or delayed)

5.2  If either or both of the conditions set out in Clause 5.1 are not satisfied
     this Licence shall be void

6    CONTINUING EFFECT OF THE LEASE

6.1  This Licence is restricted to the grant of the Underlease upon (inter alia)
     the terms authorised by this Licence and all the covenants and conditions
     in the Lease shall remain in full force and effect

6.2  Notwithstanding this Licence or the Underlease the Tenant shall remain
     fully liable to the Landlord under the lessee's covenants and conditions in
     the Lease

6.3  The condition for re-entry contained in the Lease shall be exercisable by
     the Landlord on the breach of the covenant by the Tenant in this Licence

7    LANDLORD'S COSTS

7.1  The Tenant shall pay the legal costs and expenses incurred by the Landlord
     in connection with the granting of this Licence up to a maximum of L500
     plus VAT

                                       2
<PAGE>

8    PROPER LAW

8.1  This Licence shall be governed by English Law

IN WITNESS whereof this Licence has been executed by the relevant parties in the
appropriate manner on the date first before written

                           SCHEDULE 1
                           -----------

                    PARTICULARS OF THE LEASE
                    ------------------------

<TABLE>
<CAPTION>

     DATE               PARTIES           THE PREMISES           TERM
     ----               -------           ------------           ----

 <S>                 <C>                <C>               <C>
  24.12.1997         The Landlord (1)   188 High Street,   From 24.12.1997 to

                      The Tenant (2)     Egham, Surrey        23.4.2013

</TABLE>

                                       3
<PAGE>


EXECUTED as a DEED by      )
AXON SOLUTIONS LIMITED     )
acting by:                 )

                                 Director     /s/ D.M. Kirkwood
                                              ----------------------------------

                                 Director/Secretary       /s/ Stuart Hamilton
                                                          ----------------------

EXECUTED as a DEED by      )
VASTERA LIMITED            )
acting by:                 )

                                 /s/ Philip J. Balsamo
                                 -----------------------------------------------

                                 /s/ John Thurlow
                                 -----------------------------------------------

                                       4
<PAGE>

                                    Registered on
                                    under section 395, Companies Act 1985

                  DATED
--------------------------------------------------------------------------------



                             AXON SOLUTIONS LIMITED

                                       AND

                                 VASTERA LIMITED

                                       AND

                                   VASTERA INC

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

                                   COUNTERPART

                                RENT DEPOSIT DEED

                                 supplemental to

                    Underlease dated _________ 1999 and made
                       between Axon Solutions Limited (1)
                     Vastera Limited (2) and Vastera Inc (3)
                                   relating to
                         188 High Street, Egham, Surrey

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


                                Nabarro Nathanson
                                  The Anchorage
                                34 Bridge Street
                                 Reading RG1 2LU

                               Tel: 0118 950 4700


<PAGE>

                                      DEED

DATED

PARTIES

(1)   AXON SOLUTIONS LIMITED (a company incorporated and registered in England
      and Wales with company registration number 2976395) whose registered
      office is at Rathgar House, 188 High Street, Egham, Surrey, TW20 9ED (the
      "LANDLORD");

(2)   VASTERA LIMITED (a company incorporated and registered in England and
      Wales with company registration number 203633) whose registered office is
      at Amtest House, 75-79 Guildford Street, Chertsey, Surrey, KT19 9AS (the
      "TENANT"); and

(3)   VASTERA INC (a company incorporated and registered in the state of
      Delaware under company number 54-161653) the registered office of which is
      at 45025 Aviation Drive Suite 200, Dunes, VA 20166-7554, USA and whose
      address for service in England and Wales is at Rathgar House, 188 High
      Street, Egham, Surrey, TW20 9ED (the "GUARANTOR").

IT IS AGREED AS FOLLOWS:

I.   DEFINITIONS AND INTERPRETATION

1.1   In this Deed, unless the context otherwise requires, the following words
      and phrases have the following meanings:

      "ACCOUNT"

         means a separate interest-bearing account to be opened in the name of
         the Landlord with a bank or institution of the Landlord's choosing;

      "DEPOSIT BALANCE"

         means the sum from time to time standing to the credit of the Account
         including any accrued interest which has not been paid to the Tenant;

      "INITIAL DEPOSIT"

         means the sum of L233,531.25;

      "LEASE"

         means the underlease brief particulars of which are contained in Part I
         of the Schedule and includes any document supplemental to the Lease
         whether or not expressed to be so;

      "PROPERTY"

         means that property brief particulars of which are contained in Part II
         of the Schedule;

                                       1
<PAGE>

      "RENT DEPOSIT"

         means an amount equal to 15 months' rent plus a sum equivalent to value
         added tax thereon from time to time first reserved by the Lease;

      "TERM"

         means the term granted by the Lease and includes any extension or
         continuation whether by statute or at common law.

1.2   The clause headings in this Deed (except the definitions) are for ease of
      reference and are not to be used for the purposes of construing this Deed.

1.3   References in this Deed to clauses or Schedules will mean the clauses of
      or the Schedules attached to this Deed.

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

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

1.6   Words importing one gender shall be construed as importing any other
      gender.

1.7   Words importing the singular shall be construed as importing the plural
      and vice versa.

1.8   The expression the "Landlord" includes (subject to Clause 7) any person
      entitled at any time to the reversion to the Lease.

2.  RECITALS

2.1   It was a term of the negotiations for the Lease that the Tenant should
      lodge with the Landlord the Rent Deposit.

2.2   On or before the date of this Deed the Tenant has lodged with the Landlord
      the Initial Deposit.

2.3   The Landlord agrees to hold the Rent Deposit under the terms of this Deed.

3.  SUPPLEMENTAL DEED

    This Deed is supplemental to the Lease.

4.  DEPOSIT

4.1   The Landlord acknowledges receipt from the Tenant of the Initial Deposit.

4.2   The Landlord will place the Initial Deposit (together with all money
      received subsequently under the terms of this Deed as part of the Rent
      Deposit) in the Account and (subject to the provisions of Clause 5) will
      hold the Deposit Balance throughout the Term as security for:

4.2.1 payment by the Tenant on the due date of all of the rents payable under
      the Lease;

                                       2
<PAGE>

4.2.2 payment by the Tenant of any other sums which may become due to the
      Landlord from time to time under the Lease; and

4.2.3 compliance by the Tenant with the covenants and conditions contained in
      the Lease and this Deed.

4.3   The Tenant will at all times maintain the Deposit Balance in a sum
      equivalent to the Rent Deposit.

4.4   If as a result of any withdrawal by the Landlord or for any other reason
      the Deposit Balance is at any time less than the Rent Deposit, the Tenant
      will within seven days after written notice from the Landlord (and
      notwithstanding any dispute of any kind whatsoever as to any withdrawal
      from the Account by the Landlord) deposit with the Landlord a sum equal to
      the difference between the Deposit Balance and the Rent Deposit.

4.5   Immediately following any increase of rent payable under the Lease, the
      Tenant will deposit with the Landlord a sum equal to the difference
      between the Deposit Balance and the Rent Deposit.

5.   WITHDRAWALS

     The Landlord may from time to time make withdrawals from the Account of
     sums sufficient to compensate the Landlord for any non-payment, delay in
     payment or damage suffered by or debt due to the Landlord arising from any
     of the following events:

5.1   any failure by the Tenant during the Term to pay, within seven days after
      the due date, any of the rents or other sums payable under the Lease or
      any mesne profits for which the Tenant may be liable in respect of the
      Property;

5.2   any default by the Tenant in complying with any covenant or condition
      contained in the Lease relating to any other matter; or

5.3   forfeiture or disclaimer of the Lease or the Tenant ceasing to exist.

      Provided that the Landlord first gives at least 7 days' notice in writing
      of its intention to make any such withdrawal.

6.   INTEREST

     The Landlord will arrange for payments of all interest earned in respect of
     the Account to be made (net of any tax required to be deducted by the
     Landlord before the Landlord accounts to the Tenant) to the Tenant within
     twenty-eight days after that interest has been credited to the Account at
     the address stated in this Deed or at such other address as the Tenant may
     from time to time notify to the Landlord in writing.

7.   TRANSFER OF REVERSION

                                       3
<PAGE>

      If the Landlord transfers the reversion immediately expectant upon the
      determination of the Term the Landlord will:

7.1   transfer the Deposit Balance to the transferee of the reversion and assign
      the benefit and the burden of this Deed to that transferee;

7.2   procure that the transferee of the reversion, no later than the date of
      the transfer, covenants in a deed with the Tenant to observe and perform
      the obligations of the Landlord under this Deed; and

7.3   on delivery of the deed of covenant referred to in Clause 7.2 to the
      Tenant the Landlord (being the transferor) will cease to be liable for any
      default in compliance with any provision contained in this Deed.

8.    RELEASE OF RENT DEPOSIT

      If the Tenant has fully complied with all the material covenants and
      conditions contained in the Lease and in this Deed then the Landlord will
      repay the Deposit Balance to the Tenant (or as the Tenant may direct) 10
      working days after the earliest to occur of the following:

8.1   the expiration or sooner determination of the Term;

8.2   receipt by the Landlord of audited accounts showing that the Tenant's net
      profits after tax during each of the three immediately preceding
      accounting periods (none of which is to be a period of more than one year)
      are in excess of three times the annual rent first reserved by the Lease
      at the date of receipt of those accounts and that such net profits after
      tax have increased in each successive year referred to in such accounts;

8.3   the Landlord receiving notice of an assignment in accordance with the
      Lease following a permitted assignment of the Lease by the Tenant.

9.    CHARGE

      The Tenant with full title guarantee charges the Account and the Deposit
      Balance as security for the payment or reimbursement (as the case may be)
      to the Landlord of the sums referred to in Clause 5.

10.   GENERAL PROVISIONS

10.1  The Deposit Balance will at all times be and remain the property of the
      Tenant subject to the Charge contained in Clause 9.

10.2  The Landlord's rights of re-entry contained in the Lease will be
      exercisable on any default by the Tenant in compliance with any provision
      contained in this Deed as well as on the happening of any of the events
      mentioned in the Lease.

10.3  The provisions of this Deed will not in any way lessen or affect the
      Tenant's or any guarantor's obligations under the Lease or lessen the
      Landlord's rights to take any action

                                       4
<PAGE>

      or proceedings under the Lease in respect of any default by the Tenant in
      complying with any of the covenants or conditions contained in the Lease.

11.   GUARANTOR

11.1  The Guarantor consents to the provisions of this Deed and confirms that
      the Guarantor's obligations contained in the Lease as supplemented by this
      Deed remain in full force and effect.

11.2  The Guarantor covenants with the Landlord as a primary obligation that the
      Tenant will observe and perform all the obligations on the part of the
      Tenant contained in this Deed and in case of default by the Tenant the
      Guarantor will pay and make good to the Landlord on demand all losses
      damages costs and expenses arising from such default and will itself
      observe and perform all the obligations on the part of the Tenant
      contained in this Deed and agrees that no time or indulgence granted to
      the Tenant by the Landlord nor any variation of the terms of the Lease or
      this Deed nor any other thing by virtue of which but for this provision
      the Guarantor would have been released will in any way release the
      obligations of the Guarantor to the Landlord under this clause or the
      Lease.

12.   JURISDICTION

      The proper law of this deed and the jurisdiction to which the parties are
      subject is that of England and Wales and the Guarantor agrees that Rathgar
      House, 18$ High Street, Egham, Surrey, TW20 9ED is an effective address
      for service of any notices to be served upon it under this agreement and
      any proceedings commenced in the English courts.

13.   EXECUTION

      IN WITNESS of which the Landlord the Tenant and the Guarantor have
      executed this document as a Deed which is intended to be and is delivered
      the day and year first before written but not before.


                                       5
<PAGE>

                                    SCHEDULE

                                     PART I

                                     (Lease)

Date:

Parties:  Axon Solutions Limited (1) Vastera Limited (2) and [Vastera Inc ] (3)

Term:  A term from and including __________ and expiring on 22 April 2013



                                     PART II

                                   (Property)

Property situate at and known as 188 High Street, Egham, Surrey as the same is
more particularly described and comprised in the Lease.

                                    PART III

                                 (Deposited Sum)

                                   L233,531.25


                                       6
<PAGE>

Signed as a deed by                   )
VASTERA LIMITED                       )
acting by a director and its secretary)
or two directors:                     )

                                            Director  /s/ Philip J. Balsamo
                                                         -----------------------

                                            Director/Secretary  /s/ John Thurlow
                                                                     -----------

Signed as a deed by                   )
VASTERA INC                           )
acting by:                            )

                                            /s/ Philip J. Balsamo
                                            ------------------------------------

                                            /s/ Arjun Rishi
                                            ------------------------------------