<PAGE>

                        LEASE AGREEMENT BY AND BETWEEN


                     Carolina Blackhawk, LLC, as Landlord


                                      AND


                     Engage Technologies, Inc., as Tenant
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

1.   PREMISES AND TERM.
     -----------------

2.   BASE RENT, CAM EXPENSE, JANITORIAL EXPENSE AND SECURITY DEPOSIT.
     ---------------------------------------------------------------

3.   UTILITIES.
     ---------

4.   COMPLIANCE WITH LAWS AND USE.
     ---------------------------

5.   REPAIR AND MAINTENANCE.
     -----------------------

6.   ALTERATIONS.
     -----------

7.   SIGNS.
     -----

8.   INSPECTION.
     ----------

9.   ASSIGNMENT AND SUBLETTING.
     -------------------------

10.  FIRE AND CASUALTY DAMAGE.
     ------------------------

11.  LIABILITY AND INSURANCE.
     -----------------------

12.  CONDEMNATION.
     ------------

13.  HOLDING OVER AND TERMINATION.
     ----------------------------

14.  QUIET ENJOYMENT.
     ---------------

15.  EVENTS OF DEFAULT.
     -----------------

16.  REMEDIES.
     --------

17.  LANDLORD'S LIEN.
     ---------------

18.  MORTGAGES.
     ---------

19.  MECHANIC'S LIENS.
     ----------------

20.  NOTICES.
     -------

21.  BROKER'S CLAUSE.
     ---------------

22.  LANDLORD'S LIABILITY.
     --------------------

23.  RULES AND REGULATIONS.
     ---------------------

24.  HAZARDOUS MATERIALS.
     -------------------

25.  MISCELLANEOUS.
     -------------

     EXHIBIT A- THE LAND
     ---------
     EXHIBIT B- FLOOR PLAN
     ---------
     EXHIBIT C- PLANS AND SPECIFICATIONS [IF ANY]
     ---------
     EXHIBIT D - LANDLORD UPFIT
     ---------
     EXHIBIT E- RULES AND REGULATIONS
     ---------
     EXHIBIT F- COMPLIANCE REPORTS
     ---------

                                       i
<PAGE>

                                LEASE AGREEMENT

     THIS LEASE AGREEMENT (the "Lease"), is made and entered into as of the day
                                -----
of October, 1999, by and between Carolina Blackhawk, LLC (the "Landlord"), and
                                                               --------
Engage Technologies, Inc., a Delaware, corporation (the "Tenant").
                                                         ------

                             W I T N E S S E T H:
                             -------------------

          1.   PREMISES AND TERM.
               -----------------

          (a)  PREMISES. In consideration of the obligation of Tenant to pay
               --------
     rent as herein provided, and in consideration of the other terms,
     provisions and covenants hereof, Landlord hereby leases to Tenant and
     Tenant hereby leases from Landlord, certain premises comprised of 24,600
     rentable square feet (the "Premises") in a building known as 3020 Highwoods
     Boulevard (the "Building") situated on certain land (the "Land") in the
                     --------                                  ----
     County of Wake, State of North Carolina, more particularly described on
     Exhibit A, attached hereto and incorporated herein by reference, together
     ---------
     with all rights, privileges, easements, appurtenances and immunities
     belonging to or in any way pertaining to the Premises.

          A floor plan of the Premises is attached hereto and made a part hereof
     as Exhibit B. Except as provided herein, the Premises are leased by Tenant
        ---------
     "as is". Except as Tenant may specify in writing to Landlord, the taking of
     possession by Tenant shall be deemed conclusively to establish that the
     Premises and any improvements thereto are in good and satisfactory
     condition as of when possession was taken. Tenant further acknowledges that
     no representations as to the repair of the Premises, nor promises to alter,
     remodel or improve the Premises have been made by Landlord unless such
     representations or promises are expressly set forth in this Lease. Within
     five days of the Commencement Date, Tenant shall, upon demand of Landlord,
     execute and deliver to Landlord a letter of acceptance of delivery of the
     Premises, acknowledging the Commencement and Termination Dates of this
     Lease.

          Before the Commencement Date (as hereinafter defined), certain upfit
     of the Premises shall be performed by Landlord and Tenant. Landlord agrees
     to perform the limited upfit set forth on Exhibit D and incorporated herein
                                               ---------
     by reference. Landlord shall also obtain at its cost the certificate of
     occupancy necessary for Tenant to occupy the Premises and conduct its
     business therein. Tenant shall be responsible for reimbursing Landlord up
     to Five Thousand Dollars ($5,000.00) for additional upfit provided Landlord
     delivers reasonable evidence that the upfit to the Premises will exceed
     $70,000.00. Tenant's reimbursement to Landlord shall be one half of any
     amount exceeding $70,000.00 but Tenant's contribution shall not exceed
     $5,000.00, which at Tenant's option shall amortize over the initial Term of
     this Lease at the rate of 8.5% per annum.

          (b)  In the event that Landlord has not substantially completed the
     Premises on or before December 31, 1999 ("Outside Date") so that Tenant can
     lawfully occupy and fully operate its business in the Premises, then Tenant
     shall have the right to terminate this Lease by written notice to Landlord
     at any time after the Outside Date but before the date that Landlord
     actually substantially completes the Premises. Notwithstanding the
     foregoing, if Landlord is delayed in performing its obligations herein, by
     reason of strike or other labor problems, acts of God, riot, weather,
     insurrection, governmental actions or requirements, activities of or
     construction by Tenant, or any other cause beyond the reasonable control of
     Landlord, the time for Landlord's performance shall be extended for the
     period of any such delay.

          Provided that Tenant and its employees, agents and contractors do not
     unreasonably interfere with Landlord's work in the Premises, Landlord shall
     allow Tenant access to the Premises to install cabling, furniture and
     equipment. Before Tenant's entry into the Premises as permitted hereunder,
     Tenant shall submit a schedule to Landlord (and Landlord's contractor, if
     so requested by Landlord), for their reasonable approval, which schedule
     shall detail the timing and purpose of Tenant's entry. Tenant shall hold
     Landlord harmless from and indemnify and protect and defend Landlord
     against any loss or damage

                                       1
<PAGE>

     to the Premises and against injury to any person caused by Tenant's actions
     as a result of such entry, to the extent such loss or damage is not covered
     by insurance carried or required to be carried under this Lease.

          Tenant acknowledges and agrees that the upfit by Landlord shall be
     performed before the Commencement Date in accordance with the plans and
     specifications for the Premises (the "Plans") (defined below) and in a good
     and workmanlike manner using standard building materials, provided such
     work is completed on or before December 31, 1999. The Plans are subject to
     the mutual and reasonable approval of Landlord and Tenant, and upon such
     approval, a copy of the Plans shall be attached hereto and made a part
     hereof as Exhibit C. Each party shall act in good faith and respond
               ---------
     promptly to any request of the other party hereto for approval of any
     portion of the Plans.

          Tenant shall have the right under this Lease, subject to any
     applicable laws, regulations or rules, including but not limited to
     Highwoods Office Park's restrictive covenants, to install satellite
     dish(es), antennas, and telecommunications equipment on the rooftop of the
     Premises at Tenant's sole cost and expense. All work by Tenant shall be
     performed in a good and workmanlike manner and in compliance with
     applicable laws and ordinances. The equipment installed by Tenant shall
     remain the exclusive property of Tenant, and Tenant shall have the right to
     remove all or any portion of said equipment at any time during the term of
     this Lease. Following any such removal, Tenant shall repair any damage
     caused by the same and restore the rooftop to its existing condition,
     reasonable wear and tear excepted. Following any termination of this Lease,
     any property which is not removed by Tenant within sixty (60) days after
     the expiration or earlier termination of this Lease shall, upon the
     expiration of said sixty (60) day period, become the property of Landlord,
     and Tenant shall thereafter have no rights, obligations or liabilities
     whatsoever with respect thereto.

          Tenant agrees to indemnify, defend and hold Landlord harmless from and
     against injury, loss, damage or liability (or any claims in respect of the
     foregoing), costs or expenses (including reasonable attorneys' fees and
     court costs) arising from the installation, use, maintenance, repair or
     removal of the equipment located on the rooftop except to the extent caused
     by Landlord's negligence or willful misconduct.

          (c)  TERM.
               ----

          TO HAVE AND TO HOLD the same for a term of thirty six (36) months
     commencing on November 1, 1999 (the "Commencement Date"), and ending on
                                          -----------------
     October 31, 2002, unless sooner terminated pursuant to the provisions
     hereof (the "Termination Date") provided, however, such Commencement Date
                  ----------------
     shall be extended for each day that the Landlord has not completed its
     upfit of the Premises in accordance with the terms hereof. The Commencement
     Date and Termination Date shall also be extended due to delays beyond the
     control of Landlord, including, but not limited to, permitting, acts of
     God, delays caused by Tenant, and/or inclement weather.

          (d)  OPTION TO RENEW.
               ---------------

          Tenant shall have the option to renew the term of the Lease for two
     renewal periods (each, a "Renewal Term") of three (3) years in duration,
                               ------------
     provided that Tenant shall not be in Default (as defined in Section 15
     hereof) under the Lease on the date such rights are exercised, or on the
     date a Renewal Term shall commence. The date of the commencement of a
     Renewal Term shall be the day after the expiration of the then current term
     of the Lease (unless sooner terminated as provided herein).

          All terms and conditions of this Lease shall be in effect during any
     Renewal Term, except that the base rent paid by Tenant during the Renewal
     Term shall be three percent (3%) above the base rent for the previous Lease
     term. Tenant shall deliver to Landlord written notice of its election to
     exercise its option to renew no less than six (6) months prior to the
     expiration of the then current Lease term or Tenant's right to renew for a
     Renewal Term shall be null and void.

                                       2
<PAGE>

          2.   BASE RENT, CAM EXPENSE, JANITORIAL EXPENSE, AND SECURITY
               --------------------------------------------------------
     DEPOSIT.
     -------

          (a)  BASE RENT.
               ---------

          Tenant agrees to make monthly payments of base rent to Landlord for
     the Premises ("base rent"), in advance, without demand, deduction or
                    ---------
     offset, in lawful money of the United States, at the annual rate of
     fourteen dollars and 64/100 ($14.64) per rentable square foot of the
     Premises, commencing on the Commencement Date as extended pursuant to
     paragraph 1(c), and continuing on the first day of each and every month
     thereafter until the Termination Date. Such monthly installments of base
     rent shall be in the amount of $30,012.00. Rent payments for any fractional
     calendar month at the end, or the beginning of the term of the Lease, shall
     be prorated.

          (b)  CAM EXPENSE.
               -----------

          Beginning on the Commencement Date and continuing for the entire term
     hereof, Tenant shall pay to Landlord, as additional rental, the annual cost
     to Landlord in excess of $2.80 per square foot of all the costs and
     expenses of the operation, repair and maintenance of the Premises, the
     Building, its interior and exterior common areas, and driveways and parking
     areas, including, but not limited to, the costs of lawn maintenance,
     driveway and parking area maintenance for the Premises and for the streets
     and roadways providing access to the Building and the Land, management and
     supervisory fees, exterior lighting maintenance, snow removal, repair and
     maintenance of paved areas, cleaning supplies, miscellaneous building
     supplies, sweeper brushes, supplies for materials used by Tenant, external
     paint for the Building, exterior and interior common area maintenance,
     elevator repair and maintenance, external plumbing for the Building,
     utility costs for exterior lighting and lighting in common areas, insect
     and pest extermination, security guards for the complex in which the
     Premises are located, signs for the complex in which the Premises are
     located, fuel for vehicles and street sweepers used by Landlord in the
     complex in which the Premises are located and miscellaneous maintenance
     expenses, heat, air conditioning, labor, materials, supplies, equipment and
     tools, permits, licenses, inspection fees, window glass replacement and
     repair, compensation (including employment taxes and fringe benefits) of
     all persons who perform duties in connection with the operation and/or
     maintenance of the Building, costs for maintenance, repair, and replacement
     of HVAC systems and other Building systems, trash removal at the Premises,
     all taxes, assessments and governmental charges of any kind or nature
     whatsoever levied or assessed against the Land and the Building by any
     municipality, county, or other governmental agency, and the cost of all
     insurance relating to the Building and the Land for which Landlord
     considers reasonably necessary for the operation of the Premises, which may
     include, without limitation, commercial general liability, rent loss, fire,
     and extended coverage insurance (hereinafter collectively, the "CAM
                                                                     ---
     Expense").
     -------

          Notwithstanding anything to the contrary set forth herein, CAM
     Expense shall not include the following:

          (i)    Inheritance, estate, succession, transfer, gift, franchise, or
          capital stock tax, or any income taxes arising out of or related to
          ownership and operation of income-producing real estate, or any excise
          taxes imposed upon Landlord based upon gross or net rentals or other
          income received by it.

          (ii)   Any ground or underlying lease rental;

          (iii)  Bad debt expenses and interest, principal, points and fees on
          debts or amortization on any mortgage or other debt instrument
          encumbering the Building or the Lot;

          (iv)   Costs which may be considered capital improvements, capital
          repairs, capital changes or any other capital costs as determined
          under generally accepted accounting principles except for capital
          improvements required by any laws not in existence and not in effect
          as of the Commencement Date, in which case such costs

                                       3
<PAGE>

          shall be capitalized and amortized over their useful life determined
          in accordance with generally accepted accounting principles;

          (v)    Rentals for items which if purchased, rather than rented, would
          constitute a capital cost;

          (vi)   Costs incurred by Landlord to the extent that Landlord is
          reimbursed by insurance proceeds or is otherwise reimbursed;

          (vii)  Depreciation, amortization and interest payments, except on
          equipment, materials, tools, supplies and vendor-type equipment
          purchased by Landlord to enable Landlord to supply services Landlord
          might otherwise contract for with a third party where such
          depreciation, amortization and interest payments would otherwise have
          been included in the charge for such third party's services, all as
          determined in accordance with generally accepted accounting
          principles, consistently applied, and when depreciation or
          amortization is permitted or required, the item shall be amortized
          over its reasonably anticipated useful life;

          (viii) Advertising and promotional expenditures, and costs of
          acquisition and maintenance of signs in or on the Building identifying
          the owner of the Building or other tenants;

          (ix)   Marketing costs, including leasing commissions, attorneys' fees
          (in connection with the negotiation and preparation of letters, deal
          memos, letters of intent, leases, subleases and/or assignments), and
          other costs and expenses incurred in connection with lease, sublease
          and/or assignment negotiations and transactions with present or
          prospective tenants or other occupants of the Building;

          (x)    Costs, including permit, license and inspection costs, incurred
          with respect to the installation of tenants' or other occupants'
          improvements or incurred in renovating or otherwise improving,
          decorating, painting or redecorating vacant space for tenants or other
          occupants of the Building;

          (xi)   Expenses in connection with services or other benefits which
          are not offered to Tenant or for which Tenant is charged for directly;

          (xii)  Costs incurred by Landlord due to the violation by Landlord or
          any tenant of the terms and conditions of any lease of space in the
          Building;

          (xiii) Management fees paid or charged by Landlord in connection
          with the management of the Building to the extent such management fee
          is in excess of the management fee customarily paid or charged by
          landlords of the comparable buildings in the vicinity of the Building;

          (xiv)  Salaries and other benefits paid to the employees of Landlord
          to the extent customarily included in or covered by a management fee,
          provided that in no event shall CAM Expenses include salaries and/or
          benefits attributable to personnel above the level of Building
          manager;

          (xv)   Rent for any office space occupied by Building management
          personnel to the extent the size or rental rate for such office space
          exceeds the size or fair market rental value of office space occupied
          by management personnel of comparable buildings in the vicinity of the
          Building;

          (xvi)  Amounts paid to Landlord or to subsidiaries or affiliates of
          Landlord for goods and/or services in the Building to the extent the
          same exceeds the costs of such goods and/or services rendered by
          unaffiliated third parties on a competitive basis;

                                       4
<PAGE>

          (xvii)  Landlord's general corporate overhead and general and
          administrative expenses;

          (xviii) Any compensation paid to clerks, attendants or other persons
          in commercial concessions operated by Landlord;

          (xix)   Services provided, taxes, attributable to, and costs incurred
          in connection with the operation of any retail, restaurant and garage
          operations for the Building, and any replacement garages or parking
          facilities and any shuttle services;

          (xx)    Costs incurred in connection with upgrading the Building to
          comply with laws, rules, regulations and codes in effect before the
          Commencement Date;

          (xxi)   Costs arising from the gross negligence or willful misconduct
          of Landlord or other tenants or occupants of the Building or their
          respective agents, employees, licensees, vendors, contractors or
          providers of materials or services;

          (xxii)  Costs arising from Landlord's charitable or political
          contributions;

          (xxiii) Costs arising from latent defects or repair thereof;

          (xxiv)  Costs for sculpture, paintings or other objects of art;

          (xxv)   Costs associated with the operation of the business of the
          entity which constitutes Landlord as the same are distinguished from
          the costs of operation of the Building, including accounting and legal
          matters, costs of defending any lawsuits with any mortgagee (except as
          the actions of Tenant may be in issue), costs of selling, syndicating,
          financing, mortgaging or hypothecating any of Landlord's interest in
          the Building, costs incurred in connection with any disputes between
          Landlord and its employees, between Landlord and Building management,
          or between Landlord and other tenants or occupants; and

          (xxvi)  Any costs incurred by Landlord in order to prepare for,
          correct, repair or test for any problems in the Building relating to
          the year 2000 computer problem.

          Since one of the purposes of CAM Expenses is to allow Landlord to
     require Tenant to pay for the costs attributable to its Premises, Landlord
     agrees that (i) Landlord will not collect or be entitled to collect CAM
     Expenses from all of its tenants in an amount that is in excess of one
     hundred percent (100%) of the CAM Expenses actually paid by Landlord in
     connection with the operation of the Premises, and (ii) Landlord shall make
     no profit from Landlords' collections of CAM Expenses.  All assessments and
     premiums which are not specifically charged to Tenant because of what
     Tenant has done, which can be paid by Landlord in installments, shall be
     paid by Landlord in the maximum number of installments permitted by law and
     not included as CAM Expenses except in the year in which the assessment or
     premium installment is due actually paid; provided, however, that if the
     prevailing practice in other comparable office buildings in the vicinity of
     the Building is to pay such assessments or premiums on an earlier basis,
     and Landlord pays on such basis, such assessments or premiums shall be
     included in CAM Expenses as paid by Landlord; in no event, however, shall
     Landlord include any accrued interest (resulting form such assessments or
     premiums) in its computation of CAM Expenses.

          (c)     Landlord shall keep, in the Building manager's office,
     complete books and records regarding CAM Expenses (which includes Taxes)
     (collectively, "Charges"). All records shall be retained for at least one
     (1) year. Tenant shall have the right to audit the applicable records of
     Landlord to confirm that the Charges billed to Tenant are proper and
     conform to the provisions of this Lease. Such right shall be exercisable by
     Tenant within six (6) months after Tenant's receipt of Landlord's annual
     statement of such charges. Landlord shall cooperate with Tenant in
     providing Tenant reasonable access to Landlord's books and records during
     normal business hours to enable Tenant to audit Landlord's books and
     records as they relate to any costs or expenses passed through to Tenant
     pursuant to any provisions of this Lease. If the audit discloses any
     overpayment on the

                                       5
<PAGE>

     part of Tenant, then Tenant shall be entitled to a credit on the next
     succeeding installment of rent for an amount equal to the overcharge plus
     interest on the amount of such overcharge from the date on which same was
     paid by Tenant until the date refunded by Landlord at the prime rate then
     published in The Wall Street Journal, and such credit shall be extended to
     succeeding installments of rent in the event such overcharge exceeds the
     amount of the next succeeding such installment and, in the event the term
     of this Lease has expired or been earlier terminated, then Tenant shall be
     entitled to a refund of such excess from Landlord within thirty (30) days
     after such date or expiration or earlier termination. In addition, in the
     event such audit by Tenant discloses such an overcharge in excess of five
     percent (5%) of the amount actually due from Tenant for Charges, then
     Landlord shall pay to Tenant the reasonable costs and expenses of such
     audit.

          (d)  JANITORIAL EXPENSES.
               -------------------

          Beginning on the Commencement Date and continuing for the entire term
     hereof, Tenant shall be responsible for the retention and payment of all
     janitorial services to the Premises.

          (e)  RECONCILIATION OF EXPENSES.
               --------------------------

          Within ninety (90) days of the close of each calendar year of the
     Term, Landlord shall promptly notify Tenant of the total actual CAM
     Expense, attaching a copy of the tax or special assessment bill, the
     insurance invoice, and the calculation of CAM Expense, and shall specify
     Tenant's share of the costs thereof.  Tenant shall pay the amount so
     specified to Landlord within thirty (30) days following receipt by Tenant
     of Landlord's notice.  Failure by Tenant to pay Landlord such amount within
     the period designated shall constitute a non-payment of rent by Tenant and
     a Default of Tenant's obligation under the Lease, and Landlord shall be
     entitled to all remedies provided for in this Lease upon Default in payment
     of rent. If the first year for which the CAM Expense is due or the final
     year of the term hereof do not coincide with the calendar year, Tenant's
     CAM Expense for the portion of that year shall be prorated according to the
     number of months during which Tenant was in possession of the Premises.

          (f)  SECURITY DEPOSIT.
               ----------------

          Tenant shall pay to Landlord on or before the execution date hereof
     the sum of twenty eight thousand nine hundred five and NO/100 dollars
     ($28,905.00) to be held by Landlord as security for the performance by
     Tenant of all obligations imposed on Tenant pursuant to this Lease
     (hereinafter the "security deposit"). Landlord shall not be required to
                       ----------------
     apply all or any portion of the security deposit with respect to any
     particular violation or Default by Tenant but Landlord may apply all or any
     portion of the security deposit to any violation, breach, or Default by
     Tenant hereunder. LANDLORD SHALL DEPOSIT THE SECURITY DEPOSIT IN AN
     INTEREST BEARING ESCROW ACCOUNT, WITH ALL INTEREST ACCRUED THEREON TO BE
     FOR THE BENEFIT OF LANDLORD. Tenant shall reimburse Landlord for such
     portions of the security deposit as Landlord shall from time to time apply
     with respect to any violation, breach, or Default by Tenant hereunder
     promptly upon written notice of such application by Landlord. Any portion
     of the security deposit which has not been appropriated by Landlord in
     accordance with the provisions hereof shall be returned to Tenant upon the
     termination of this Lease.

          If Landlord conveys Landlord's interest under this Lease, the
     security deposit, or any part thereof not previously applied, may be
     transferred by Landlord to Landlord's grantee, and if so transferred,
     Tenant agrees to look solely to such grantee for the proper application and
     return thereof in accordance with the terms of this Section 2.  Tenant
     agrees that Tenant will not assign, and that neither Landlord, nor its
     successors and assigns, shall be bound by any such assignment, encumbrance
     or pledge, attempted assignment, attempted pledge, or attempted encumbrance
     of the security deposit.

          Any mortgagee or ground lessor shall not be responsible to Tenant
     for the return or application of the security deposit, whether or not it
     succeeds to the position of

                                       6
<PAGE>

     Landlord hereunder, unless the security deposit shall have been received in
     fact by such mortgagee or ground lessor.

          (g)  PROVISIONS TO SURVIVE LEASE TERMINATION.
               ---------------------------------------

          Any unperformed obligations of Tenant or Landlord under this Section 2
     shall survive the termination of the Lease, for whatever reason, or any
     extension or renewal hereof.

          3.   UTILITIES.
               ---------

          (a)  Tenant shall pay all charges for all water, electrical,
     telephone, sewer, and other utilities or services used on or from the
     Premises, together with any taxes, penalties, surcharges or the like
     pertaining thereto. Tenant shall also pay for any utility maintenance
     charges and shall furnish all electric light bulbs and tubes required for
     the Premises provided the Premises will be delivered with working electric
     light bulbs and tubes. If any such services are not separately metered to
     Tenant, Tenant shall pay a reasonable proportion as determined by Landlord
     of all charges jointly metered with other tenants of the Building.

          (b)  Landlord shall in no event be liable for any interruption or
     failure of utility services on the Premises.  Landlord agrees to provide at
     its cost, all utility line connections into the Premises.

          4.   COMPLIANCE WITH LAWS AND USE.
               ----------------------------

          (a)  The Premises shall be used only for the following purposes:
     general office use including without limitation computer and data centers
     and training rooms.  Tenant shall conduct no activity that will result in
     the discharge of harmful gases, affluents or other wastes or toxic
     substances.  Outside storage, including, without limitation, trucks and
     other vehicles, is prohibited without Landlord's prior written consent.
     Tenant shall at its sole cost and expense obtain any and all licenses and
     permits necessary for its particular use of the Premises as opposed to
     office use generally. Tenant shall comply with all governmental laws,
     ordinances and regulations relating to the use of the Premises, and shall
     promptly comply with all governmental orders and directives for the
     correction, prevention and abatement of nuisances in or upon, or connected
     with, the Premises, all at Tenant's sole expense to the extent related to
     Tenant's particular use of the Premises as opposed to office use generally.
     Tenant shall not permit any objectionable or unpleasant odors, smoke, dust,
     gas, noise or vibrations to permeate in or emanate from the Premises, nor
     take any other action which would constitute a nuisance or would disturb or
     endanger any other tenants of the Building or unreasonably interfere with
     their respective premises.  Without Landlord's prior written consent,
     Tenant shall not receive, store or otherwise handle any product, material
     or merchandise which is explosive, inflammable, combustible, corrosive,
     caustic or poisonous.  Tenant will not permit the Premises to be used for
     any purpose or in any manner (including, without limitation, any method of
     storage) which would render the insurance thereon void or the insurance
     risk more hazardous or cause the State Board of Insurance or other
     insurance authority to disallow any sprinkler credits. Tenant shall give
     notice to Landlord as soon as Tenant becomes aware of the occurrence of any
     accident in the Premises or upon Tenant's discovery of any defects thereon
     or in any fixtures or equipment located therein or upon the occurrence of
     any emergency in the Premises or the Building.

          (b)  Tenant, at its expense, in making any alterations, renovations,
     upfit or modifications of the Premises shall comply with all laws,
     ordinances, orders, rules and regulations of state, federal, municipal or
     other agencies or bodies having jurisdiction relating to the use, condition
     and occupancy of the Premises, including, but not limited to, the
     provisions of the Americans with Disabilities Act of 1990, as amended, and
     with recorded covenants, conditions and restrictions applicable for the
     Land and Building.

          (c)  Notwithstanding the foregoing or any other provision of this
     Lease, however, Tenant shall not be responsible for compliance with any
     such laws, regulations,

                                       7
<PAGE>

     or the like requiring (i) structural repairs or modifications or (ii)
     repairs or modifications to the utility or building service equipment or
     (iii) installation of new building service equipment, such as fire
     detection or suppression equipment, unless such repairs, modifications, or
     installations shall (a) be due to Tenant's particular manner of use of the
     Premises (as opposed to office use generally), or (b) be due to the
     negligence or willful misconduct of Tenant or any agent, employee, or
     contractor of Tenant.

          (d)  Landlord represents and warrants to Tenant that the reports
     attached hereto as Exhibit F include all due diligence reports received by
     Landlord in its acquisition of the Building and Land.

          (e)  Landlord represents and warrants to Tenant to the best of its
     knowledge based solely upon those reports listed on Exhibit F attached
     hereto that the Building and the Premises are in compliance with all
     applicable building code, zoning, land use and environmental laws
     including, without limitation, the Americans with Disabilities Act and
     agreements and the requirements of all easement and encumbrance documents
     and Landlord covenants to keep the same in compliance throughout the Term.

          5.   REPAIRS AND MAINTENANCE.
               -----------------------

          (a)  Except as provided herein, Landlord shall at its expense
     maintain, repair and replace only the roof, downspouts, gutters,
     foundation, all utility lines located outside the Building and the exterior
     walls, windows, glass, and plate glass of the Building in good repair,
     reasonable wear and tear excepted. Tenant shall repair, replace and pay
     for, any damage to the foregoing caused by the construction activities of
     Tenant, the negligence or willful misconduct of Tenant or Tenant's
     employees, agents or invitees, or caused by Tenant's Default hereunder.
     Tenant shall promptly give Landlord written notice of defect or need for
     repairs, after which Landlord shall have reasonable opportunity to repair
     same or cure such defect. Except to the extent caused by the willful
     misconduct or negligence of Landlord, Landlord's liability with respect to
     any defects, repairs or maintenance for which Landlord is responsible under
     any of the provisions of this Lease shall be limited to the cost of such
     repairs or maintenance or the curing of such defect.

          (b)  Tenant shall at its own cost and expense maintain and repair all
     parts of the interior of the Premises (except those for which Landlord is
     expressly responsible under the terms of this Lease) in good condition,
     promptly making all necessary repairs including, but not limited to, any
     special office entry, interior walls, finish work, floors and floor
     covering, plumbing work and fixtures, to the extent the foregoing are
     within the Building and regular removal of trash and debris. Tenant shall
     not be obligated to repair any casualty covered by the insurance to be
     maintained by Landlord pursuant to subparagraph 10(a) below or any systems
     or equipment under manufacturer or vendor warranty. Landlord represents and
     covenants that it will install a new heating and air conditioning system
     before December 31, 1999, at Landlord's sole cost. As such system will be
     new and under warranty, Tenant shall not be responsible for maintaining or
     repairing the same except to the extent any damage thereto is caused by the
     willful misconduct or negligence of Tenant.

          (c)  If either party hereto shall fail to fulfill its obligations
     under this paragraph 5 after written notice to the other and the passage of
     applicable cure periods, the other party hereto may enter upon the area of
     the Building or the Premises as required to conduct the obligations of the
     defaulting party, and shall be entitled to reimbursement from the
     defaulting party for its actual costs and expenses in conducting such
     obligations.  The defaulting party shall reimburse the other party hereto
     for its actual costs and expense promptly upon demand made by the other
     party hereto.  The provisions of this subparagraph shall not be interpreted
     to obligate either party hereto to conduct obligations of the other party
     hereto.

          (d)  Tenant shall enter into a maintenance contract providing for
     the periodic maintenance of all heating and air conditioning systems and
     units in the Premises, and removal and replacement of filters, and shall
     enter into a janitorial contract providing for the cleaning of the Premises
     and the removal of all trash and debris.  These contracts shall

                                       8
<PAGE>

     be with parties and upon such terms and conditions as shall be reasonably
     approved by Landlord. Tenant shall provide Landlord a copy of such
     contracts on or before the Commencement Date.

          (e)  Tenant shall not damage any demising wall of the Building, or
     disturb the integrity and support provided by any demising wall and shall,
     at its sole cost and expense, promptly repair any damage or injury to any
     demising wall caused by Tenant or its employees, agents or invitees.

          6.   ALTERATIONS.
               -----------

          (a)  Tenant shall not make any alterations, additions or improvements
     to the Premises except for minor decorative changes (including, but not
     limited to, roof and wall penetrations) without the prior written consent
     of Landlord, which may be withheld in Landlord's reasonable discretion.
     Tenant may, without the consent of Landlord, but at its own cost and
     expense and in a good workmanlike manner, make non-structural changes
     including erect such shelves, bins, machinery and trade fixtures as it may
     deem advisable, without altering the basic character or structure of the
     Premises or improvements and without overloading or damaging the Premises
     or improvements, and in each case complying with all applicable
     governmental laws, ordinances, regulations and other requirements. Tenant
     shall not make any alterations, additions or improvements to the Premises
     which will contravene Landlord's policies insuring against loss or damage
     by fire or other hazards, including but not limited to commercial general
     liability, or which will prevent Landlord from securing such policies in
     companies acceptable to Landlord. If any such alterations, additions or
     improvements cause the rate of fire or other insurance on the Premises by
     companies acceptable to Landlord to be increased beyond the minimum rate
     from time to time applicable to the Premises for permitted uses thereof,
     Tenant shall pay as additional rent the amount of any such increase
     promptly upon demand by Landlord.

          (b)  Any and all alterations, additions, improvements, partitions and
     fixtures erected by Tenant shall be the property of Landlord and shall
     remain at the Premises upon termination of the Lease or upon earlier
     vacating of the Premises. All shelves, bins, machinery and trade fixtures
     installed by Tenant may be removed by Tenant prior to the termination of
     this Lease provided such removal may be accomplished without damage to the
     Premises or to the primary structure or structural qualities of the
     Building and other improvements situated on the Premises. Tenant shall
     repair any damage to the Premises, or to the Building as a result of any
     alteration, addition, improvement, or repair to the Premises, or the
     removal of personal property or trade fixtures by Tenant, its employees,
     agents, invitees, or contractors to the Premises. Should Tenant fail to
     conduct any such repair within ten days of written notice from Landlord,
     Landlord may, at its option, perform same, and Tenant shall remit payment
     to Landlord for the actual cost and expense incurred by Landlord in
     effecting such repair immediately upon demand.

          7.   SIGNS.  Upon reasonable approval in writing by Landlord and
               ------
     subject to any applicable governmental laws, ordinances, regulations and
     other requirements (including but not limited to Highwoods Office Park's
     restrictive covenants and the City of Raleigh Code of Ordinances), Tenant
     shall have the exclusive right to install, at its sole expense, a panel
     within the monument sign located on the Premises.  The Tenant shall be
     solely responsible for the installation and maintenance of the panel within
     the monument sign. Tenant shall remove the panel upon the termination of
     this Lease.  Such installations and removals shall be made in such manner
     as to avoid injury or defacement of the Premises, and Tenant shall repair
     any injury or defacement, including, without limitation, discoloration of
     the sign box or any other related equipment regarding same caused by such
     installation and/or removal.

          8.   INSPECTION.
               -----------

          (a)  Landlord and Landlord's agents and representatives shall have
     the right to enter and inspect the Premises at any reasonable time during
     business hours, for the purpose of ascertaining the condition of the
     Premises or in order to make such repairs as may be required or permitted
     to be made by Landlord under the terms of this Lease or in

                                       9
<PAGE>

     order to show the Premises to any prospective purchaser or lender. Except
     for emergencies, Landlord shall provide 24 hours advance notice of any such
     inspection. During the period that is six (6) months prior to the end of
     the term hereof, Landlord and Landlord's agents and representatives shall
     have the right to enter the Premises at any reasonable time during business
     hours for the purpose of showing the Premises to any prospective tenant and
     shall have the right to erect on the Premises a suitable sign indicating
     the Premises are available. In all events, Landlord's entry to and
     inspection of the Premises shall be conducted so as not to interfere with
     the operation of Tenant's business in the Premises. Tenant shall schedule
     with Landlord at least thirty (30) days prior to vacating the Premises a
     time mutually agreeable to the parties hereto for a joint inspection of the
     Premises prior to vacating. In the event of Tenant's failure to give notice
     or arrange such joint inspection, Landlord's inspection made in good faith
     at or after Tenant's vacating the Premises shall be presumptively deemed
     correct for purposes of determining Tenant's responsibilities for repairs
     and restoration.

          (b)  Landlord acknowledges that Tenant's business at the Premises
     involves sensitive information and operations and the Tenant has security
     requirements to protect such information and operations.  Landlord and any
     person entering the Premises with, at the direction of or under the
     authority of, Landlord shall follow Tenant's security requirements, which
     include the requirement that all persons entering the Premises be attended
     by a representative of Tenant.  Tenant shall make a representative
     available upon 24-hours prior notice by Landlord.  In the event of an
     emergency that could cause damage to health, safety or property Landlord
     shall use good faith efforts to follow Tenant's security requirements and
     in such event Landlord will be required to give only such notice that it in
     good faith believes is feasible under the circumstances and need not wait
     to be accompanied by Tenant or its employees or representatives (although
     these parties may still accompany Landlord if they are available and wish
     to do so).

          9.   ASSIGNMENT AND SUBLETTING.  Tenant may sublet or assign the
               --------------------------             ------    ------
     Premises or the interest of Tenant therein in whole or in part without the
     consent of Landlord upon thirty (30) days written notice to Landlord to (i)
     an Affiliate (an "affiliate" shall be deemed to be any entity which is
     controlled by or under common control with Tenant or which controls
     Tenant); (ii) a Subsidiary (a "subsidiary" shall be deemed to be any entity
     controlled, directly or indirectly, by Tenant); (iii) a successor entity to
     Tenant resulting from merger, consolidation, non-bankruptcy reorganization,
     or government action; or (iv) a purchaser of all or a majority of Tenant's
     stock or assets, provided that the Building is used for general office
     purposes and/or the same or similar purpose as used by Tenant.  If such
     assignee or sublessee shall possess a net worth less than that of Tenant,
     Tenant shall continue to remain obligated under this Lease notwithstanding
     such assignment of sublease. For the purposes of this Section 9, the net
     worth of Tenant shall be measured as of the Commencement Date.

          Tenant may otherwise sublet or assign the Premises or the interest of
                               ------    ------
     Tenant therein in whole or in part, subject to the prior written consent of
     Landlord, which shall not be unreasonably withheld, so long as the Building
     is used for general office purposes and/or the same or similar purpose as
     used by Tenant. Further, except as provided herein, Tenant may not sell,
     lien, or encumber its interest in this Lease, or assign or delegate the
     management or permit the use or occupancy of the Premises in whole or in
     part by anyone other than Tenant without the prior written consent of
     Landlord, which consent Landlord may withhold in its sole discretion.
     Landlord and Tenant acknowledge and agree that the foregoing provisions
     have been freely negotiated by the parties hereto and that Landlord would
     not have entered into this Lease without Tenant's consent to the terms of
     this Paragraph 9.

          In no event shall this Lease be assignable by operation of any law,
     and Tenant's rights hereunder (to the extent permitted by law) may not
     become, and shall not be listed by Tenant as an asset under any bankruptcy,
     insolvency, or reorganization proceedings. No assignment, transfer,
     mortgage, sublease or other encumbrance, whether or not approved, and no
     indulgence granted by Landlord to any assignee or subtenant, shall in any
     way impair the continuing primary liability (which after an assignment
     shall be joint and several with the assignee) of Tenant hereunder, and no
     approval in a particular

                                       10
<PAGE>

     instance shall be deemed to be a waiver of the obligation to obtain
     Landlord's approval in any other case. If for any approved assignment or
     sublease Tenant receives rent or other consideration, either initially or
     over the term of the assignment or sublease, in excess of the base rent
     hereunder, or in case of a sublease of part of the Premises, in excess of
     the portion of such rent fairly allocable to such part, after appropriate
     adjustments to assure that all other payments called for hereunder are
     appropriately taken into account, Tenant shall pay to Landlord as
     additional rent fifty percent (50%) of the excess of each such payment of
     rent or other consideration received by Tenant promptly after its receipt.

               Notwithstanding any provision of this Lease to the contrary,
     should Tenant receive consent from Landlord to sublease or assign its
     interest in the Premises and seek to sublease or assign its interest in the
     Premises in accordance with this paragraph, Tenant shall not use the name
     of Landlord, any insignia of Landlord, or any likeness of the Building in
     any of its advertising for such sublease or assignment.

               10.  FIRE AND CASUALTY DAMAGE.
                    ------------------------

               (a)  Landlord shall obtain and keep in force a policy of general
     liability insurance with coverage against such risks and in such amounts as
     Landlord deems reasonably commercially advisable insuring Landlord against
     liability arising out of the ownership, operation and management of the
     Building. Landlord agrees to maintain standard fire and extended coverage
     insurance for the Building in an amount not less than 80% (or such greater
     percentage as may be necessary to comply with the provisions of any co-
     insurance clauses of the policy) of the "replacement cost" thereof as such
     term is defined in the Replacement Cost Endorsement to be attached thereto,
     insuring against special causes of loss, including, the perils of fire, and
     lightning, such coverages and endorsements to be as defined, provided and
     limited in the standard bureau forms prescribed by the insurance regulatory
     authority for the State of North Carolina. Subject to the provisions of
     subparagraphs 10(c), 10(d), 10(e) and Section 11 below, such insurance
     shall be for the sole benefit of Landlord and under its sole control.

               (b)  If the Premises should be damaged or destroyed by any peril
     covered by the insurance to be provided by Landlord under subparagraph
     10(a) above, Tenant shall give immediate written notice thereof to
     Landlord.

               (c)  If the Premises should be totally destroyed by any peril
     covered by the insurance to be provided by Landlord under subparagraph
     10(a) above, or if they should be so damaged thereby that rebuilding or
     repairs cannot in Landlord's estimation be completed within one hundred
     eighty (180) days after the date upon which Landlord is notified by Tenant
     of such damage, this Lease shall terminate and the rent shall be abated
     during the unexpired portion of this Lease, effective upon the date of the
     occurrence of such damage.

               (d)  If the Premises should be damaged by any peril covered by
     the insurance to be provided by Landlord under subparagraph 10(a) above,
     but only to such extent that rebuilding or repairs can, in Landlord's
     estimation, be completed within one hundred eighty (180) days after the
     date upon which Landlord is notified by Tenant of such damage, this Lease
     shall not terminate, and Landlord shall, at its sole cost and expense,
     thereupon proceed with reasonable diligence to rebuild and repair the
     Premises and the Building to substantially the condition in which they
     existed prior to such damage, except that Landlord shall not be required to
     rebuild, repair or replace any part of the partitions, fixtures, additions
     and other improvements which may have been placed in, on or about the
     Premises by Tenant. If the Premises are untenantable in whole or in part
     following such damage, the rent payable hereunder during the period in
     which they are untenantable shall be reduced in proportion to the amount of
     the Premises that is unusable or inaccessible to Tenant in the ordinary
     conduct of its business or to the extent of the interference with Tenant's
     use of the common areas of the Building.

               (e)  Notwithstanding anything herein to the contrary, in the
     event the holder of any indebtedness secured by a mortgage or deed of trust
     covering the Premises requires that the insurance proceeds be applied to
     such indebtedness, then Landlord shall have the

                                       11
<PAGE>

     right to terminate this Lease by delivering written notice of termination
     to Tenant within fifteen (15) days after such requirement is made by any
     such holder, whereupon all rights and obligations hereunder thereafter
     accruing shall cease and terminate.

               (f)  Each of Landlord and Tenant hereby waives all rights to
     recover against each other or against any other tenant or occupant of the
     Building, or against the officers, directors, shareholders, partners, joint
     venturers, employees, agents, customers, invitees, or business visitors of
     each other or of any other tenant or occupant of the Building, for any loss
     or damage arising from any cause covered by any insurance required to be
     carried by each of them pursuant to this Lease, or any other insurance
     actually carried by either of them. Landlord and Tenant shall cause their
     respective insurers to issue waiver of subrogation rights endorsements to
     all policies of insurance carried in connection with the Building or the
     Premises or the contents of either of them, and any cost for the issuance
     of such endorsements shall be borne by the original insured under such
     policies.

               (g)  The obligation of Landlord in this paragraph 10 to repair
     and restore the Premises and the Building as provided herein, does not
     include an obligation of Landlord to repair the fixtures, equipment, or
     personal property of Tenant, which Tenant shall insure for its benefit, and
     Tenant shall have the obligation to repair and restore in the event of a
     casualty or other loss.

               (h)  The period of time within which repair and restoration of
     the Premises must be completed shall be extended due to delays occasioned
     by force majeure.

               11.  LIABILITY AND INSURANCE.
                    -----------------------

               (a)  Subject to waiver of subrogation in 10(f) above, each party
     shall indemnify, defend, protect and hold the other party harmless from and
     against any and all claims, suits, judgments, losses, costs, obligations,
     damages, expenses, interests and liabilities, including, without
     limitation, reasonable attorneys' fees, for any injury or damage to any
     person or property whatsoever arising out of or in connection with the
     matters described below, when such injury or damage has been caused in
     whole or in part by the negligence or willful act of that party or its
     employees, agents or contractors. The indemnifying party shall reimburse
     the other party for any injury or damage which has been caused in whole or
     in part by the other party by reason of any breach, violation or non-
     performance by the indemnifying party, its employees, or independent
     contractors of any covenant of this Lease, or by reason of the negligence
     or willful acts of the indemnifying party, its employees or independent
     contractors. Nothing contained in this Lease shall obligate the
     indemnifying party to indemnify the other party against the other party's
     negligence or willful acts or that of its employees, agents or independent
     contractors. The provisions of this Section 11 shall survive the expiration
     or termination of this Lease and shall terminate upon the expiration of any
     applicable statute of limitations. Subject to provisions of Section 10(f),
     Tenant shall indemnify Landlord from and against any claim or loss arising
     out of any injury, loss or damage to any person or property while on or in
     the Premises, if not due to negligence or willful misconduct of Landlord or
     its employees, agents or contractors, and from damage, loss, or injury to
     any person or property anywhere occasioned by the negligence or willful
     misconduct of Tenant or of the employees, agent, independent contractors or
     invitees of Tenant. Subject to provisions of Section 20(f), Landlord shall
     indemnify Tenant from damage, loss, or injury to any person or property on
     the Premises occasioned by the negligence or willful misconduct of Landlord
     or of its employees, agents or independent contractors.

               (b)  Tenant shall not be required to indemnify and hold Landlord
     harmless from any loss, cost, liability, damage or expense, including, but
     not limited to, penalties, fines, liens, judgments, settlement costs,
     investigation costs, attorneys fees, court costs, insurance policy
     deductibles (collectively "Claims"), to any person, property or entity
     resulting from the negligence or willful misconduct of Landlord or its
     agents, contractors, servants, employees or licensees, in connection with
     the Landlord's activities on the Premises. Landlord shall not be required
     to indemnify and hold Tenant harmless from any Claims to any person,
     property or entity resulting from the negligence or willful

                                       12
<PAGE>

     misconduct of Tenant or its agents, contractors, servants, employees or
     licensees, in connection with the Tenant's activities on the Premises.

               (c)  Tenant's agreement to indemnify and hold Landlord harmless,
     the exclusion from Tenant's indemnity, Landlord's agreement to indemnify
     and hold Tenant harmless pursuant to the provisions of this Lease are not
     intended to and shall not relieve any insurance carrier of its obligations
     under policies required to be carried by Landlord or Tenant, respectively,
     pursuant to the Lease to the extent that such policies cover the results of
     such acts, omissions or willful misconduct.

               (d)  Tenant shall procure and maintain throughout the term of
     this Lease a policy or policies of insurance, at its sole cost and expense,
     naming Landlord as an additional insured, and insuring both Landlord and
     Tenant against all claims, demands or actions arising out of or in
     connection with: (i) the Premises; (ii) the condition of the Premises;
     (iii) Tenant's operations in and maintenance and use of the Premises; (iv)
     the equipment, personal property and fixtures of Tenant located on the
     Premises; (v) any interruption in the conduct of the business of Tenant on
     the Premises; (v) Tenant's liability assumed under this Lease, and such
     other kinds of insurance as Landlord shall reasonably request. The limits
     of coverage maintained by Tenant for (i) commercial general liability shall
     be not less than $5,000,000.00 with respect to each occurrence, not less
     than $5,000,000.00 with respect to personal injury or death of a single
     person, not less than $5,000,000 general aggregate, and not less than
     $5,000,000.00 with respect to products completed operations aggregate, (ii)
     for business interruption insurance shall be not less than coverage for
     actual loss, and (iii) for replacement of the equipment, personal property
     and fixtures of Tenant shall be not less than full replacement value.

               (e)  All such policies shall be procured by Tenant from
     responsible insurance companies satisfactory to Landlord. Certificates of
     insurance, together with receipt evidencing payments of premiums thereof,
     shall be delivered to Landlord prior to the Commencement Date. Not less
     than fifteen (15) days prior to the expiration date of any such policies,
     certificates of insurance (bearing notations evidencing the payment of
     renewal premiums) shall be delivered to Landlord. Such policies shall
     further provide that not less than thirty (30) days prior written notice
     shall be given to Landlord before such policy may be canceled or changed to
     reduce insurance provided thereby.

               12.  CONDEMNATION.
                    ------------

               (a)  If the whole or any substantial portion of the Premises, the
     Building or the Land should be taken for any public or quasi-public use
     under governmental law, ordinance, or regulation, or by right of eminent
     domain, or by private purchase in lieu thereof, and the taking would
     prevent or materially interfere with the use of the Premises by Tenant for
     the purposes provided herein, this Lease shall terminate and the rent shall
     be abated during the unexpired portion of this Lease, effective when the
     physical taking of the Premises shall occur.

               (b)  If a portion of the Premises, the Building or the Land shall
     be taken for any public or quasi-public use under any governmental law,
     ordinance or regulation, or by right of eminent domain, or by private
     purchase in lieu thereof, and the use by Tenant of the Premises is not
     materially interfered with, this Lease shall not terminate but the rent
     payable hereunder during the unexpired portion of this Lease shall be
     reduced in an amount that shall be reasonable under all of the
     circumstances but no less than that amount of rent relating to the portion
     of the Premises, if any, taken.

               (c)  In the event of any such taking or private purchase in lieu
     thereof, Landlord shall be entitled to receive and retain all awards as may
     be awarded in any condemnation proceedings other than those specifically
     awarded Tenant for a taking of Tenant's personal property, loss of business
     and moving expenses.

                                       13
<PAGE>

               13.  HOLDING OVER AND TERMINATION.
                    ----------------------------

               (a)  Tenant shall upon the termination of this Lease by lapse of
     time or otherwise, yield up immediate possession to Landlord without the
     requirement of notice by Landlord to Tenant of the termination of this
     Lease, nor any grace or cure period should Tenant fail to yield up
     immediate possession to Landlord. Unless the parties hereto shall otherwise
     agree in writing, if Landlord agrees in writing that Tenant may hold over
     after the expiration or termination of this Lease, the hold over tenancy
     shall be subject to termination by Landlord at any time upon not less than
     ten (10) days advance written notice, or by Tenant at any time upon not
     less than thirty (30) days advance written notice, and all of the other
     terms and provisions of this Lease shall be applicable during that period,
     except that Tenant shall pay Landlord from time to time upon demand, as
     rental for the period of any hold over, an amount equal to one and one-half
     (1-1/2) the rent in effect on the termination date, computed on a daily
     basis for each day of the hold over period. No holding over by Tenant,
     whether with or without consent of Landlord, shall operate to extend this
     Lease except as otherwise expressly provided. The preceding provisions of
     this Paragraph 13 shall not be construed as Landlord's consent for Tenant
     to hold over.

               (b)  Upon the termination of this Lease for whatever reason,
     Tenant shall quit and immediately surrender the Premises to Landlord, broom
     clean, in good order and condition with all repairs and maintenance
     required by Tenant hereunder having been performed, ordinary wear and tear
     and casualty excepted, and Tenant shall remove its personal property from
     the Premises in accordance with this Lease.  Should any of the personal
     property or trade fixtures of Tenant remain upon the Premises after the
     Termination Date, all such property shall be deemed abandoned by Tenant,
     and Landlord may remove same at the cost and expense of Tenant with no
     liability to Tenant therefore, and Tenant hereby releases Landlord from all
     liability therefor.

               14.  QUIET ENJOYMENT.   Landlord represents and warrants that it
                    ----------------
     has full right and authority to enter into this Lease and that Tenant, upon
     paying the rental herein set forth and performing its other covenants and
     agreements herein set forth, shall peaceably and quietly have, hold and
     enjoy the Premises for the term hereof without hindrance or molestation
     from Landlord, subject to the terms and provisions of this Lease.

               15.  EVENTS OF DEFAULT.  The following events shall be deemed to
                    -----------------
     be events of Default by Tenant under this Lease:

               (a)  Tenant shall fail to pay any installment of the rent herein
     reserved, or payment with respect to taxes hereunder, or any other payment
     or reimbursement to Landlord required herein, within five (5) days after
     notice; provided, however, Tenant shall not be in default under this
     subparagraph (a) for any failure to comply with the provisions of this
     subparagraph (a) two times in any twelve month period.

               (b)  Tenant shall become insolvent, or shall make a transfer in
     fraud of creditors, or shall make an assignment for the benefit of
     creditors.

               (c)  Tenant shall file a petition under any section or chapter of
     the Bankruptcy Reform Act, as amended or under any similar law or statute
     of the United States or any state thereof; or Tenant shall be adjudged
     bankrupt or insolvent in proceedings filed against Tenant thereunder.

               (d)  A receiver or trustee shall be appointed for all or
     substantially all of the assets of Tenant.

               (e)  Tenant shall fail to yield up immediate possession of the
     Premises to Landlord upon termination of this Lease.

               (f)  Tenant shall fail to comply with any term, provision or
     covenant of this Lease (other than the provisions of subparagraphs (a),
     (b), (c), (d), and (e) of this

                                       14
<PAGE>

     Paragraph 15), and shall not cure such failure within twenty (20) days
     after written notice thereof to Tenant.

               (g)  Notwithstanding the foregoing, except for Tenant's payment
     obligations hereunder, if Tenant is delayed in performing its obligations
     hereunder, by reason of strike or other labor problems, acts of God, riot,
     insurrection, governmental actions or requirements, or any other cause
     beyond the reasonable control of Tenant, the time for Tenant's performance
     shall be extended for the period of any such delay or such longer period if
     Tenant is diligently pursuing such cure and such cure is not capable of
     being completed within twenty (20) days, provided in no event shall cure
     period be extended longer than sixty (60) days.

               16.  REMEDIES.  Upon the occurrence of any Default in Paragraph
                    ---------
     15 hereof, Landlord shall have the option to pursue any remedy at law or in
     equity, including, but not limited to, one or more of the following
     remedies without any notice or demand whatsoever:

               (a)  Terminate this Lease, in which event Tenant shall
     immediately surrender the Premises to Landlord, and if Tenant fails to do
     so, Landlord may, without prejudice to any other remedy which it may have
     for possession or arrearage in rent, enter upon and take possession of the
     Premises and expel and remove Tenant and any other person who may be
     occupying the Premises or any part thereof, with or without judicial
     approval, by any legal means necessary, without being liable for
     prosecution or any claim of damages therefor; and Tenant agrees to pay to
     Landlord on demand the amount of all loss and damage which Landlord may
     suffer by reason of such termination, whether through inability to relet
     the Premises on satisfactory terms or otherwise.

               (b)  With or without terminating this Lease, enter upon and take
     possession of the Premises and expel or remove Tenant and any other person
     who may be occupying such Premises or any part thereof, with or without
     judicial approval, by any legal means necessary, without being liable for
     prosecution and receive the rent thereof; store any property located on the
     Premises at the expense of the owner thereof and Tenant agrees to pay to
     Landlord on demand any deficiency that may arise by reason of such
     reletting. In the event Landlord is successful in reletting the Premises at
     a rental in excess of that agreed to be paid by Tenant pursuant to the
     terms of this Lease, Landlord and Tenant each mutually agree that Tenant
     shall not be entitled, under any circumstances, to such excess rental, and
     Tenant does hereby specifically waive any claim to such excess rental
     except all such rental collected shall be used to offset any damages caused
     by Tenant.

               (c)  Enter upon the Premises, with or without judicial approval,
     by any legal means necessary, without being liable for prosecution or any
     claim for damages therefor, secure the Premises against unauthorized entry,
     remove all property of Tenant from the Premises and store it at the cost
     and expense of Tenant, and do whatever Tenant is obligated to do under the
     terms of this Lease; and Tenant agrees to reimburse Landlord on demand for
     any expenses which Landlord may incur in thus effecting compliance with
     Tenant's obligations under this Lease, and Tenant further agrees that
     Landlord shall not be liable for any damages resulting to Tenant from such
     action, whether caused by the negligence of Landlord or otherwise.

               (d)  Whether or not the lease is terminated, accelerate and
     demand the payment of the present value of all base rent and other charges
     due and payable hereunder over the term of this Lease less the reasonably
     expected rent Landlord would be anticipated to collect over the remaining
     term from another tenant.

               In the event Tenant fails to pay any installment of base rent or
     additional rent hereunder within fifteen days of the due date of such
     installment, Tenant shall pay to Landlord on demand a late charge in an
     amount equal to four percent (4%) of such installment to help defray the
     additional cost to Landlord for processing such late payment.  The
     provision for such late charge shall be in addition to all of Landlord's
     other rights and remedies hereunder or at law and shall not be construed as
     liquidated damages or as limiting Landlord's remedies in any manner.  If,
     on account of any breach or default

                                       15
<PAGE>

     by Tenant in Tenant's obligations under the terms and conditions of this
     Lease, it shall become necessary or appropriate for Landlord to employ or
     consult with an attorney concerning or to enforce or defend any of
     Landlord's rights or remedies hereunder, Tenant agrees to pay any and all
     reasonable attorneys' fees so incurred.

               Pursuit of any of the foregoing remedies shall not preclude
     pursuit of any of the other remedies herein provided or any other remedies
     provided by law or equity, nor shall pursuit of any remedy herein provided
     constitute a forfeiture or waiver of any rent due to Landlord hereunder or
     of any damages accruing to Landlord by reason of the violation of any of
     the terms, provisions and covenants herein contained. No act or thing done
     by Landlord or its agents during the term hereby granted shall be deemed a
     termination of this Lease or an acceptance of the surrender of the
     Premises, and no agreement to terminate this Lease or accept a surrender of
     the Premises shall be valid unless in writing signed by Landlord. No waiver
     by either party of any violation or breach by the other party of any of the
     terms, provisions and covenants herein contained shall be deemed or
     construed to constitute a waiver of any other violation or breach of any of
     the terms, provisions and covenants herein contained. Landlord's acceptance
     of the payment of rental or other payments hereunder after the occurrence
     of an event of Default shall not be construed as a waiver of such Default,
     unless Landlord so notifies Tenant in writing, and no receipt of money by
     Landlord from Tenant after the termination of this Lease or after service
     of any notice or after the commencement of any suit or after final judgment
     for possession of the Premises shall reinstate, continue or extend the term
     of this Lease or affect any such termination, notice, suit or judgment,
     unless Landlord so notifies Tenant in writing. Forbearance by either party
     to enforce one or more of the remedies herein provided or available at law
     or in equity upon an event of default shall not be deemed or construed to
     constitute waiver of such default by the defaulting party or of the
     enforcing party's right to enforce any such remedies with respect to such
     default or any subsequent default.

               17. LANDLORD'S LIEN.  Landlord hereby waives any statutory or
                   ----------------
     contractual lien for rent in Landlord's favor, upon any and all goods,
     wares, equipment, fixtures, furniture, inventory, accounts, contract
     rights, chattel paper and other personal property of Tenant, and the
     proceeds and products thereof situated on the Premises.  Landlord hereby
     agrees to execute such certifications or statements and other instruments
     requested by Tenant evidencing the waiver of all such liens by Landlord.

               18. MORTGAGES.  Tenant accepts this Lease subject and subordinate
                   ---------
     to any mortgage(s) and/or deed(s) of trust now or at any time hereafter
     constituting a lien or charge upon the Premises or the improvements
     situated thereon; provided, however, that if the mortgagee, trustee, or
     holder of any such mortgage or deed of trust elects to have Tenant's
     interest in this Lease superior to any such instrument, then by notice to
     Tenant from such mortgagee, trustee or holder, this Lease shall be deemed
     superior to such lien, whether this Lease was executed before or after said
     mortgage or deed of trust. Tenant shall at any time hereafter on demand
     execute and provide to Landlord within ten (10) business days of a request
     therefor, any instruments, releases or other documents which may be
     required by any mortgagee or trustee for the purpose of further subjecting
     and subordinating this Lease to the lien of any such mortgage or deed to
     trust.

               Landlord shall endeavor to obtain from any existing mortgagee,
     groundlessor or other existing lien holder of the Building a so-called non-
     disturbance and attornment agreement under which Tenant's right to quiet
     possession of the Premises shall not be disturbed so long as Tenant is not
     in Default and Tenant shall pay the rent and observe and perform all of the
     provisions of this Lease, unless this Lease is otherwise terminated
     pursuant to its terms. Tenant shall not be required to subordinate this
     Lease to any future mortgagee, groundlessor or other lien holder of the
     Property unless such party agrees to enter into such a non-disturbance and
     attornment agreement with Tenant.

               19. MECHANIC'S LIENS.  Tenant shall have no authority, express
                   -----------------
     or implied, to create or place any lien or encumbrance of any kind or
     nature whatsoever upon, or in any manner to bind, the interest of Landlord
     in the Premises or to charge the rentals payable hereunder for any claim in
     favor of any person dealing with Tenant, including

                                       16
<PAGE>

     those who may furnish materials or perform labor for any construction or
     repairs, and each such claim shall affect and each such lien shall attach
     to, if at all, only the leasehold interest granted to Tenant by this
     instrument. Tenant covenants and agrees that it will pay or cause to be
     paid all sums legally due and payable by it on account of any labor
     performed or materials furnished in connection with any work performed on
     the Premises on which any lien is or can be validly and legally asserted
     against its leasehold interest in the Premises or the improvements thereon
     and that it will save and hold Landlord harmless from any and all loss,
     cost or expense based on or arising out of asserted claims or liens against
     the leasehold estate or against the right, title and interest of Landlord
     in the Premises or under the terms of this Lease.

               20.  NOTICES.  Each provision of this instrument or of any
                    -------
     applicable governmental laws, ordinances, regulations, or other
     requirements with reference to the sending, mailing, or delivery of any
     notice by Landlord to Tenant or with reference to the sending, mailing, or
     delivery of any notice or the making of any payment by Tenant to Landlord
     shall be deemed to be complied with when and if the following steps are
     taken:

               (a)  All rent and other payments required to be made by Tenant to
     Landlord hereunder shall be payable to Landlord at the address hereinbelow
     set forth or at such other address as either party may specify from time to
     time by written notice delivered in accordance herewith.  Tenant's
     obligations to pay rent and any other amounts to Landlord under the terms
     of this Lease shall not be deemed satisfied until such rent and other
     amounts have been actually received by Landlord.

               (b)  Any notice or document required or permitted to be delivered
     hereunder shall be deemed to be delivered whether actually received or not
     when:

               (i)  sent by federal express or other nationally recognized
               overnight courier, charges prepaid; or

               (ii) sent by Certified or Registered Mail, return receipt
               requested, postage prepaid,

     and addressed to the parties hereto at the respective addresses set out
     below, or at other such addresses as they have heretofore specified by
     written notice delivered in accordance therewith.

               LANDLORD:

               Carolina Blackhawk, LLC
               c/o Hartwell Smith
               York Properties
               801 Oberlin Road
               Raleigh, North Carolina 27605

               COPY TO:

               Michael G. Winters
               Smith Helms Mulliss & Moore, LLP
               Post Office Box 27525
               Raleigh, North Carolina 27611

               TENANT:

               Engage Technologies, Inc.
               100 Brickstone Square
               Andover, Massachusetts  01810
               Attention: General Counsel

                                       17
<PAGE>

               COPY TO:

               Pamela Coravos
               Hale and Dorr, LLP
               60 State Street
               Boston, Massachusetts 02109-1803

     If and when included within the term "Landlord", as used in this
     instrument, there is more than one person, firm or corporation, all shall
     jointly arrange among themselves for their joint execution of such a notice
     specifying some individual at some specific address for the receipt of
     notices and payments to Landlord; if and when included within the term
     "Tenant, as used in this instrument, there is more than one person, firm or
     corporation, all shall jointly arrange among themselves for their joint
     execution of such a notice specifying some individual at some specific
     address within the continental United States for the receipt of notices to
     Tenant. All parties included within the terms "Landlord" and "Tenant",
     respectively, shall be deemed to have received notices in accordance with
     the provisions of this paragraph with the same effect as if each had
     received such notice.

               21.  BROKER'S CLAUSE.  Tenant warrants and represents to
                    ----------------
     Landlord that it has had no dealings with any real estate broker or agent
     in connection with this Lease other than CRF Partners, Inc. with York
     Properties, Inc. as its local representative receiving any and all
     commissions due, and Tenant covenants to pay, hold harmless, and indemnify
     Landlord from and against any and all costs, expenses, liabilities
     (including reasonable attorneys' fees), causes of action, claims or suits
     in connection with any compensation, commission, fee, or charges claimed by
     any real estate broker or agent other than CRF Partners, Inc. with York
     Properties, Inc. acting as its local representative with respect to this
     Lease or the negotiation thereof, arising out of any act of Tenant.
     Landlord warrants and represents to Tenant that it has had no dealings with
     any real estate broker or agent in connection with this Lease other than
     York Properties, Inc., and CRF Partners, Inc., and Landlord covenants to
     pay, hold harmless, and indemnify Tenant from and against any and all
     costs, expenses, liabilities (including reasonable attorneys' fees), causes
     of action, claims or suits in connection with any compensation, commission,
     fee, or charges claimed by any other real estate broker or agent with
     respect to this Lease or the negotiation thereof, arising out of any act of
     Landlord.  Landlord shall pay all commissions and compensation due to CRF
     Partners, Inc. and York Properties, Inc. pursuant to a separate agreement.

               22.  LANDLORD'S LIABILITY.  Notwithstanding anything to contrary
                    ---------------------
     contained in this Lease, Tenant agrees and understands that Tenant shall
     look solely to the estate and property of Landlord in the Building for the
     enforcement of a judgment (or other judicial decree) requiring the payment
     of money by Landlord to Tenant by reason of Default or breach of Landlord
     in performance of its obligations under this Lease, it being intended that
     there will be absolutely no personal liability on the part of Landlord, its
     successors and assigns with respect to any of the terms, covenants, and
     conditions of this Lease, and no other assets of Landlord or of Landlord's
     partners, if any, shall be subject to levy, execution, attachment or any
     other legal process for the enforcement or satisfaction of the remedies
     pursued by Tenant in the event of such Default or breach, this exculpation
     of liability to be absolute and without exception whatsoever.

               23.  RULES AND REGULATIONS.  Tenant shall fully comply with the
                    ----------------------
     Rules and Regulations attached hereto as Exhibit E and made a part hereof
                                              ---------
     and any and all commercially reasonable modifications thereof, or
     amendments thereto with respect to which Landlord notifies Tenant.

               24.  HAZARDOUS MATERIALS.
                    -------------------

               (a)  For purposes of this Lease, "Hazardous Material" means and
     includes any hazardous or toxic substance, pollutant, contaminant, gas, or
     petroleum product defined as such in (or for purposes of) the Comprehensive
     Environmental Response, Compensation, and Liability Act, as amended, any
     so-called "Superfund" or "Superlien", law, the Toxic Substances Control
     Act, as amended, or any other Federal, state or local

                                       18
<PAGE>

     statute, law, ordinance, code, rule, regulation, order or decree
     regulating, relating to, or imposing liability or standards of conduct
     concerning, any hazardous, or toxic waste, substance or material, as now or
     at any time hereafter in effect, or any other hazardous, toxic or
     dangerous, waste, substance or material, gas or petroleum product, and
     "Applicable Laws" shall mean the Comprehensive Environmental Response,
     Compensation, and Liability Act, as amended, any so-called "Superfund" or
     "Superlien", law, the Toxic Substances Control Act, as amended, or any
     other Federal, state or local statute, law, ordinance, code, rule,
     regulation, order or decree regulating, relating to, or imposing liability
     or standards of conduct concerning, any hazardous or toxic waste, substance
     or material, as now or at any time hereafter in effect, or any other
     hazardous, toxic or dangerous, waste, substance or material, gas or
     petroleum product.

               (b)  Except for small quantities of ordinary office supplies such
     as copier toner, liquid paper, glue, ink and common household cleaning
     materials or materials arising in connection with the permitted uses of the
     Premises ("Excepted Materials"), Tenant shall not cause or permit any
     Hazardous Material to be brought, kept, used, discharged, treated, stored,
     or disposed of in or about the Premises or the Building or Land by Tenant,
     its agents, employees, contractors or invitees.

               (c)  If Tenant knows, or has reasonable cause to believe, that it
     has caused Hazardous Material (other than Excepted Materials) or a
     condition involving or resulting from same, has come to be located in, on
     or under or about the Premises or the Building, Tenant shall promptly give
     written notice of such fact to Landlord.  Tenant shall also promptly give
     Landlord (without demand by Landlord) a copy of any statement, report,
     notice, registration, application, permit, license, given to or received
     from, any governmental authority or private party, or persons entering or
     occupying Premises, concerning the presence, spill, release, discharge of
     or exposure to any Hazardous Material or contamination in, on or about the
     Premises or the Building.

               (d)  Landlord and Landlord's employees, agents, contractors and
     lenders shall have the right to enter the Premises at any time in the case
     of an emergency, and otherwise at reasonable times, for the purpose of
     inspecting the condition of the Premises and for verifying compliance by
     Tenant with this Section 24.  Tenant and Landlord shall have the right to
     employ experts and/or consultants in connection with its examination of the
     Premises and with respect to the installation, operation, use, monitoring,
     maintenance, or removal of any Hazardous Materials on or from the Premises.
     The costs and expenses of any such inspections shall be paid by the party
     requesting the same.

               (e)  Tenant shall indemnify, defend, and hold Landlord, any
     parent, subsidiary and affiliate of Landlord, its officers, directors,
     beneficiaries, shareholders, partners, agents, and employees, harmless from
     all fines, suits, procedures, claims, and actions of every kind, and all
     reasonable costs associated therewith (including reasonable attorneys' and
     consultants' fees) caused by or in any way connected with any deposit,
     spill, discharge, or other release (or the threat of release) of any
     Hazardous Material or oil, or caused by the act or negligence of Tenant or
     any of Tenant's agents, employees, licensees, sublessees, concessionaires,
     contractors or invitees, (collectively, "Tenant's Acts"), or from Tenant's
     failure to provide all information, make all submissions, and take all
     actions as required by all governmental authorities under all applicable
     laws, ordinances and regulations related thereto except to the extent the
     fine, suit, procedure, claim, etc. arose due to the conduct of any third
     party or the Landlord, its officers, directors, beneficiaries,
     shareholders, partners, agents, and employees. Tenant shall not be liable,
     however, with respect to any Hazardous Materials located in the Premises
     and/or the Building as of the date hereof or introduced to the Premises
     and/or the Building other than by Tenant's acts. In addition, in connection
     with Tenant's indemnifications pursuant to this Section 24, Tenant shall be
     responsible for the reasonable cost of any remediation required to be
     performed under law in, on or to the Premises and/or the Building as a
     result of any deposit, spill, discharge, or other release (or the threat of
     release) of any Hazardous Material or oil that occurs as a result of
     Tenant's Acts. Conditions existing as of the date of this Lease are
     excluded.

                                       19
<PAGE>

               (f)  Landlord shall indemnify, defend, and hold Tenant, any
     parent, subsidiary and affiliate of Tenant, and their respective officers,
     directors, beneficiaries, shareholders, partners, agents, and employees
     harmless from all fines, suits, procedures, claims, and actions of every
     kind, and all costs associated therewith (including attorneys' and
     consultants' fees) arising out of the presence of any deposit, spill,
     discharge, or other release (or the threat of release) of any Hazardous
     Material or oil at the Premises not caused solely by Tenant's Acts or
     arising out of the presence or the act or negligence of Landlord, its
     agents, employees, or contractors (collectively, "Landlord's Acts"), or
     from Landlord's failure to provide all information, make all submissions,
     and take all actions required by all governmental authorities under all
     applicable laws, ordinances and regulations related thereto. In addition,
     in connection with Landlord's indemnifications pursuant to this Section
     24(i), Landlord shall be responsible for the cost of any remediation
     required to be performed in, on or to the Premises and/or the Building as a
     result of the matters described in this Section (f).

               (g)  Within 60 days of the commencement of this Lease, Landlord,
     at its sole cost and expense, shall cause such UPS to be removed from the
     Building in accordance with all applicable laws. The cost of such removal
     shall be excluded from CAM Expenses. There shall also be excluded from CAM
     Expenses any costs arising from management, abatement, removal or
     remediating any lead paint, asbestos or PCBs and costs arising from the
     presence of Hazardous Materials in the air, soil, surface waters or
     groundwater of the Premises except to the extent caused by Tenant Acts.

               (h)  Except as set forth in Exhibit F, Landlord has not received
     and has no knowledge of any notice, correspondence or communication from
     any third party or governmental entity regarding the environmental status
     of the Building or the Premises, including but not limited to
     communications concerning the presence of Hazardous Materials in the
     Building or at, on, or about the Premises or on the property abutting the
     Premises.

               25.  MISCELLANEOUS.
                    -------------

               (a)  Words of either gender used in this Lease shall be held and
     construed to include any other gender, and words in the singular number
     shall be held to include the plural, unless the context otherwise requires.

               (b)  The terms, provisions and covenants and conditions contained
     in this Lease shall apply to, inure to the benefit of, and be binding upon
     the parties hereto and upon their respective heirs, legal representatives,
     successors and permitted assigns, except as otherwise herein expressly
     provided. Landlord shall have the right to assign any of its rights and
     obligations under this Lease. Each party agrees to furnish to the other,
     promptly upon demand, a resolution, or other appropriate documentation
     evidencing the due authorization of such party to enter into this Lease.

               (c)  The captions inserted in this Lease are for convenience only
     and in no way define, limit or otherwise describe the scope or intent of
     this Lease, or any provision hereof, or in any way affect the
     interpretation of this Lease.

               (d)  Tenant agrees from time to time, within ten (10) business
     days after request of Landlord, to deliver to Landlord, or Landlord's
     designee, an estoppel certificate stating that this Lease is in full force
     and effect, the date to which rent has been paid, the unexpired term of
     this Lease and such other matters pertaining to this Lease as may be
     requested by Landlord. Landlord agrees from time to time, within ten (10)
     business days after request of Tenant, to deliver to Tenant, or Tenant's
     designee, an estoppel certificate stating that this Lease is in full force
     and effect, the date to which rent has been paid, the unexpired term of
     this Lease and such other matters pertaining to this Lease as may be
     requested by Tenant. It is understood and agreed that Tenant's and
     Landlord's obligation to furnish such estoppel certificates in a timely
     fashion is a material inducement for each party's execution of this Lease.

                                       20
<PAGE>

               (e)  This Lease may not be altered, changed or amended except by
     an instrument in writing signed by both parties hereto.

               (f)  All obligations of Tenant hereunder not fully performed as
     of the expiration or earlier termination of the term of this Lease shall
     survive the expiration or earlier termination of the term hereof,
     including, without limitation, all payment obligations concerning the
     condition of the Premises. Subject to casualty and normal wear and tear,
     upon the expiration or earlier termination of the term hereof, and prior to
     Tenant's vacating the Premises, Tenant shall pay to Landlord any amount
     reasonably estimated in good faith by Landlord as necessary to put the
     Premises, including, without limitation, all heating and air conditioning
     systems and equipment therein, in good condition and repair. Tenant shall
     also, prior to vacating the Premises, pay to Landlord the amount, as
     estimated by Landlord, of Tenant's pro rated obligation hereunder for real
     estate taxes and insurance premiums for the year in which the Lease expires
     or terminates. All such amounts shall be used and held by Landlord for
     payment of such obligations of Tenant hereunder, with Tenant being liable
     for any additional costs therefor upon demand by Landlord, or with any
     excess to be returned to Tenant within thirty (30) days after all such
     obligations have been determined and satisfied, as the case may be. Any
     security deposit held by Landlord shall be credited against the amount
     payable by Tenant under this Paragraph 27(f).

               (g)  In the event of a transfer by Landlord of its interest in
     the Premises, Landlord shall be released from all obligations and
     liabilities under the terms of this Lease subsequent to the date of such
     transfer. In the event a transferee shall agree to assume the obligations
     and liabilities of Landlord under the Lease prior to the date of the
     transfer, Landlord's shall be released from all obligations and liabilities
     under the Lease.

               (h)  If any clause or provision of this Lease is illegal, invalid
     or unenforceable under present or future laws effective during the term of
     this Lease, then and in that event, it is the intention of the parties
     hereto that the remainder of this Lease shall not be affected thereby, and
     it is also the intention of the parties to this Lease that in lieu of each
     clause or provision of this Lease that is illegal, invalid or
     unenforceable, there be added as a part of this Lease contract a clause or
     provision as similar in terms to such illegal, invalid or unenforceable
     clause or provision as may be possible and be legal, valid and enforceable.

               (i)  Because the Premises are on the open market and are
     presently being shown, this Lease shall be treated as an offer with the
     Premises being subject to prior lease and such offer subject to the
     withdrawal or non-acceptance by Landlord or to other use of the Premises
     without notice, and this Lease shall not be valid or binding unless and
     until both Landlord and Tenant have fully executed this Lease in writing
     and a fully executed copy delivered to both parties hereto.

               (j)  All references in this Lease to "the date hereof" or similar
     references shall be deemed to refer to the date set forth in the first
     paragraph on the first page hereof.

               (k)  Time is of the essence of this Lease.

               (l)  Landlord shall not be in Default in the performance of any
     of Landlord's obligations hereunder unless and until Landlord shall have
     failed to perform such duties or obligations within thirty (30) days (or
     such additional time as is reasonably required to correct any such Default)
     after written notice by Tenant to Landlord, and to any mortgagee with a
     lien on the Land or the Building of which Tenant has received written
     notice, properly specifying wherein Landlord has failed to perform any such
     duty or obligation. Landlord shall have no liability for any incidental or
     consequential damages of Tenant, or anyone claiming by, through or under
     Tenant, for any reason whatsoever.

               (m)  In the event that Landlord shall Default in the performance
     of Landlord's obligations hereunder, the holder of a mortgage or the
     beneficiary of a deed of trust which includes the Premises shall have the
     right, but not the obligation, to perform or comply with any covenants,
     agreements and provisions violated in connection with such Default.
     Further, if such holder or beneficiary notifies Tenant that such holder or
     beneficiary has taken over Landlord's right under this Lease, Tenant shall
     not assert any right to deduct

                                       21
<PAGE>

     the cost of repairs or any monetary claims against Landlord theretofore
     accrued from rent thereafter due and payable, but shall look solely to
     Landlord and not such holder or beneficiary for satisfaction of such claim.

               (n)  This Lease does not create the relationship of partner or
     joint venturer between Landlord and Tenant.

               (o)  The laws of the State of North Carolina shall govern the
     interpretation, the validity, performance and enforcement of this Lease.

               (p)  The undersigned officer of Tenant does hereby warrant and
     certify to Landlord that Tenant is a corporation in good standing and duly
     organized under the laws of the State of Delaware and is authorized to do
     business in the State of North Carolina. The undersigned officer of Tenant
     hereby further warrants and certifies to Landlord that such officers are
     authorized and empowered to bind the corporation to the terms of this Lease
     by such officer's signature hereto.

               (q)  The undersigned officer of Landlord does hereby warrant and
     certify to Tenant that Landlord is a limited liability company organized
     under the laws of the State of Georgia and is in good standing under the
     laws of the State of North Carolina.  The undersigned officer of Landlord
     hereby further warrants and certifies to Tenant that such officers are
     authorized and empowered to bind the company to the terms of this Lease by
     such officer's signature hereto.

               (r)  This Lease shall be executed in duplicate, each of which
     shall be deemed an original and complete of itself and may be introduced
     into evidence or used for any purpose without the production of any other
     copy.  Duly authorized representatives of  each party must execute this
     Lease in their appropriate capacity for such party and Tenant shall affix
     its corporate seal.

               (s)  The provisions contained in the Exhibits attached hereto, if
     any, are incorporated herein by reference and made a part of this Lease.
     In the event of any conflict between the this portion of this Lease and the
     Exhibits, the provisions of the Lease shall govern and control.

               (t)  Although the provisions of this Lease were drafted by
     Landlord, such fact shall not cause this Lease to be construed either for
     or against Landlord or Tenant.

               (u)  This Lease may not be recorded.  Upon the request and at the
     expense of Tenant, Landlord shall execute a memorandum of this Lease
     suitable for recording which shall omit the financial terms herein but
     which shall identify the Premises and the term of this Lease.  Upon the
     expiration of this Lease, a recorded memorandum of this Lease may be
     canceled of record by a document executed by Landlord, or its successor in
     interest for such purpose.

               (v)  If Tenant is not a publicly traded company, Tenant shall
     provide to Landlord within ninety (90) days of the close of its fiscal
     year, and thereafter within ten days of the reasonable request of Landlord,
     financial statements of Tenant certified by the chief financial officer of
     Tenant, and Tenant shall act to ensure that any guarantor (if it is not a
     publicly traded company) hereof provides Landlord with copies of its
     financial statements within ninety days of the close of its fiscal year.

               (w)  No remedy conferred herein is intended to be exclusive of
     any other remedy and each and every remedy shall be cumulative and shall be
     in addition to every other remedy given hereunder or thereunder or now or
     hereafter existing at law or in equity or by statute or otherwise.

               (x)  No provision of this Lease shall be deemed to waive any
     statutory or common law rights of Landlord to assert a lien upon property
     of Tenant.

                                       22
<PAGE>

               (y)  An "Abatement Event" shall be defined as an event or
     circumstance that prevents Tenant from using the Premises or any portion
     thereof, as a result of any failure to provide services or access to the
     Premises.  Tenant shall give Landlord notice ("Abatement Notice") of any
     such Abatement Event, and if such Abatement Event continues beyond the
     "Eligibility Period" (as that term is defined below), then the Base Rent
     and Tenant's other monetary obligations to Landlord shall be abated
     entirely or reduced, as the case may be, after expiration of the
     Eligibility Period for such time that Tenant continues to be so prevented
     from using, and does not use, the Premises or a portion thereof, in the
     proportion that the rentable area of the portion of the Premises that
     Tenant is prevented from using, and does not use, bears to the total
     rentable area of the Premises; provided, however, in the event that Tenant
     is prevented from using, and does not use, a portion of the Premises for a
     period of time in excess of the Eligibility Period and the remaining
     portion of the Premises is not sufficient to allow Tenant to effectively
     conduct its business therein, and if Tenant does not conduct its business
     from such remaining portion, then for such time after expiration of the
     Eligibility Period during which Tenant is so prevented from effectively
     conducting its business therein, Base Rent and Tenant's other monetary
     obligations to Landlord shall be abated entirely for such time as Tenant
     continues to be so prevented from using, and does not use, the Premises.
     The term "Eligibility Period" shall mean a period of fifteen (15)
     consecutive days after Landlord's receipt of any Abatement Notice(s).  In
     addition, if an Abatement Event continues for ninety (90) consecutive days
     after an Abatement Notice, Tenant may terminate this Lease by written
     notice to Landlord at any time before the date such Abatement Event is
     cured by Landlord.

               (z)  Regardless of any reference to the words "sole" or
     "absolute" (but except for matters which will have an adverse effect on the
     (a) structural integrity of the Building (b) the Building's plumbing,
     heating, life safety, ventilating, air conditioning, mechanical or
     electrical systems, or (c) the exterior appearance of the Building,
     whereupon in each such case Landlord's duty is to act in good faith and in
     compliance with the Lease), any time the consent of Landlord or Tenant is
     required, such consent shall not be unreasonably withheld, conditioned or
     delayed. Whenever the Lease grants Landlord or Tenant the right to take
     action, exercise discretion, establish rules and regulations or make
     allocations or other determinations, Landlord and Tenant shall act
     reasonably and in good faith.

               (aa) Tenant shall have exclusive use of all parking spaces
     surrounding the Building. Landlord shall maintain all such parking areas.

               (bb) Expansion Option. Tenant will have the right to exercise an
     option (the "Expansion Option") pursuant to which Tenant and Landlord will
     exercise good faith and commercially reasonable efforts to agree on and
     accomplish an expansion of the Building by approximately 10,000 square feet
     (but in no event will this expansion cause the size of the Building to
     exceed the maximum permitted area or size of the Building as currently
     entitled under existing applicable laws unless otherwise specifically
     agreed in writing by Tenant and Landlord).  The Expansion Option can be
     exercised only by Tenant delivering to Landlord written notice of exercise
     during the first two (2) years of the Lease term.

               If Tenant validly exercises the Expansion Option, the following
     issues (and any other necessary issues) will need to be agreed on in order
     to accomplish the expansion:  the initial general form of (and, if
     agreement is reached on the other terms, the final plans and specifications
     for) the expansion and a schedule therefor; the contractors and
     professionals that will perform the work; all costs in connection with the
     expansion, including, without limitation, costs of surveys, testing,
     design, space planning, drafting, architecture engineering, other
     professional fees, labor, material, services, utilities, and other costs of
     construction, permits and approvals (and associated legal and other fees
     and costs); a mutually agreeable rental rate for the expansion space,
     taking into account all of the associated costs and a mutually agreeable
     rate of return to Landlord and its lenders; other mutually agreeable
     modifications to the Lease to accommodate the expansion, and an extension
     of the initial Lease term so that the initial Lease term for all of the
     Premises expires at least five (5) years after the rent commencement date
     of the expansion space.


                                       23
<PAGE>

               In view of the foregoing agreements that must be reached in order
     to accomplish the expansion, and because neither the necessary permits and
     approvals nor acceptable financing for the expansion and associated costs
     have been offered or obtained at this time, and because of the other
     conditions that must first be satisfied so as to permit the expansion, the
     parties agree that, notwithstanding anything to the contrary, if for any
     reason the parties do not reach terms or if any of the conditions in this
     Section are not satisfied, neither party will be deemed to be in default in
     any manner and will not incur liabilities to the other, and unless
     otherwise agreed in writing by both parties, the Expansion Option will
     lapse and become null and void, the Lease will continue in full force and
     effect in accordance with its terms without an expansion, and Tenant's
     obligations under the Lease will not be reduced, excused, waived or
     otherwise affected in any way.

               In addition to any other conditions to the Expansion Option,
     Landlord's lenders, if any, must consent in writing to the expansion.

               (cc) Landlord has performed a Y2K assessment of the Building and
     has no actual knowledge of any Y2K problems that could materially interfere
     with the functioning of the Building or Building Systems.

     IN WITNESS WHEREOF, the parties hereto have executed this Lease under seal
as of the day and year first above written.

                                        LANDLORD:

                                        Carolina Blackhawk, LLC (SEAL)


                                        By: /s/ Hatwellk Smith        (SEAL)
                                           ---------------------------
                                        Print Name:Hatwellk Smith
                                                   -------------------
                                        Title: Vice President
                                              ------------------------


                                        TENANT:

                                        Engage Technologies, Inc. (SEAL)


                                        By: /s/Michael K. Baker       (SEAL)
                                           ---------------------------
                                        Print Name: Michael K. Baker
                                                   -------------------
                                        Title: VP & General Counsel
                                              ------------------------
Attest:

/s /  Chris McMann
------------------------------
Print Name: Chris McMann
           -------------------
Title: Controller
      ------------------------

[CORPORATE SEAL]

                                       24
<PAGE>

                                   EXHIBIT A

                                   THE LAND

                                      25
<PAGE>

                             EXHIBIT A - THE LAND

BEING all of Lot 5, containing 4.150 acres, more or less, as shown on plot of
the property of Highwoods Company of Raleigh, Inc. dated July 12, 1979, and
recorded in Book of Maps 1979, at Page 563, of the Wake County Registry,
reference to said map being made in aid of description and being more
particularly described as follows:

BEGINNING on a new iron pipe located in the northern line of the right of way of
Highwoods Boulevard, said point being the southwestern corner of Lot 4 of
Highwoods Realty Ltd. Partnership as described in Deed Book 6168, Page 542 Wake
County Registry and being the southeastern corner of Lot 5 as shown in Book of
Maps 1979, Page 563 Wake County Registry, and said Beginning point also being
located North 49 degrees 00' 08" East 141.74 feet from the centerline
intersection of Highwoods Boulevard and Poplarwood Court; and runs thence from
said established Beginning Point and along the northern line of Highwoods
Boulevard along a curve having a radius of 813.24 feet, an arc length of 184.65
feet and a chord bearing and distance of North 56 degrees 51' 58" West 184.25
feet to a new iron pipe; runs thence North 50 degrees 21' 42" West 99.03 to a
new iron pipe; runs thence leaving said right of way North 39 degrees 37' 57"
East 645.37 feet to an existing iron pipe; runs thence South 50 degrees 20' 05"
East 282.10 feet to an existing iron pipe; runs thence South 39 degrees 37' 57"
West 624.37 feet to a point and place of BEGINNING and being all of Lot 5 as
shown on that survey prepared by Al Prince & Associates entitled "Survey for
Blackhawk Financial, LLC of Lot 5 Highwoods" dated January 18, 1999.
<PAGE>

                                   EXHIBIT B

                                  FLOOR PLAN

                                       26
<PAGE>

                                   EXHIBIT B

                            [DIAGRAM APPEARS HERE]
<PAGE>

                                   EXHIBIT C

                           PLANS AND SPECIFICATIONS

       [TO BE ATTACHED UPON THE MUTUAL APPROVAL OF LANDLORD AND TENANT.]

<PAGE>

                                   EXHIBIT C

                            [DIAGRAM APPEARS HERE]
<PAGE>

                                   EXHIBIT D

          All space planning, architectural and engineering drawings necessary
to complete Tenant's premises shall be provided by Landlord at Landlord's
expense.  Landlord shall also install a new heating and air conditioning system
as provided in Section 5(b).

          Landlord, at its expense, shall shampoo the carpet, remove the
"control desk" (if requested by Tenant), thoroughly clean the ceramic tile in
the lobby and break areas, make one men's room sink and one women's room sink
wheelchair accessible, and install eight approximately 10x12 square foot offices
as per the Plans.  Any new construction performed by Landlord must be approved
by Tenant and match existing standards for the Building.  Any new offices will
contain the proper telecommunications, electrical and mechanical infrastructure
that are standard in Class A offices.  All new construction must meet all
necessary code requirements and the Tenant shall receive a Certificate of
Occupancy at their completion.  Landlord shall deliver the Building with all
mechanical, electrical, and plumbing systems in good working order.  Landlord's
contractor has determined that the existing computer room fire suppression
system is not a chemical system but a dry system, and thus will remain.  All
work must be performed by North Carolina licensed and insured contractors and
professionals and approved by Landlord prior to the beginning of any work.
<PAGE>

                             Exhibit D (continued)


                              Tenant Work Letter

Landlord agrees to provide the following improvements based on floor plans
attached as exhibit "B" of the Lease.

     .    13 offices (constructed of 5/8" sheetrock walls, painted, and metal
          studs)

     .    13 3'x7' Solid Core wooden doors (includes hollow metal frames and
          lever hardware in accordance with ADA requirements)

     .    Soiled and/or damaged 2'x2' ceiling tiles will be replaced

     .    Each office will have 2 new 2'x4' lay-in florescent lights with
          parabolic lenses

     .    Mechanical system duct work to be reworked to accommodate new offices.
          New duct work added where necessary

     .    Each office will have one telephone and one data outlet. Wiring to be
          provided by tenant.

     .    Each office will have two duplex electrical outlets

     .    "Q&A" room to have 16 duplex electrical outlets installed.

     .    Existing sprinkler heads to be relocated to comply with fire code.
<PAGE>

                                   EXHIBIT E

                             RULES AND REGULATIONS

          1.   The sidewalks, common areas, and public portions of the Building,
such as entrances, passages, courts, elevators, vestibules, stairways, corridors
or halls, and the streets, alleys or ways surrounding or in the vicinity of the
Building shall not be obstructed by Tenant, even temporarily, or encumbered by
Tenant or used for any purpose other than ingress to and egress from the
Premises.

          2.   No awnings or other projections shall be attached to the outside
walls of the Building.

          3.   No sign, advertisement, notice or other lettering shall be
exhibited, inscribed, painted or affixed by Tenant on any part of the outside of
the Premises or Building unless approved by Landlord. Signs on entrance doors
shall, at Tenant's expense, be inscribed, painted or affixed for each tenant by
sign makers approved by Landlord. In the event of the violation of the foregoing
by Tenant, Landlord may remove same without notice to Tenant or any liability
therefor, and may charge the expense incurred by such removal to Tenant.

          4.   The sashes, sash doors, skylights, windows, heating, ventilating
and air conditioning vents and doors that reflect or admit light and air into
the halls, passageways or other public places in the Building shall not be
covered or obstructed by Tenant.

          5.   No show cases or other articles shall be put in front of or
affixed to any part of the exterior of the Building, nor placed in the public
halls, corridors, or vestibules without the prior written consent of Landlord.

          6.   The bathrooms and plumbing fixtures shall not be used for any
purposes other than those for which they were designed, and no sweepings,
rubbish, rags, or other substances shall be thrown therein.  All damages
resulting from any misuse of the bathrooms or fixtures shall be the
responsibility of Tenant.

          7.   Tenant shall not in any way deface any part of the Premises or
the Building.

          8.   No vehicles or animals of any kind shall be brought into or kept
in or about the Premises, or in the Building. No cooking shall be done or
permitted by Tenant on the Premises except in conformity with all applicable
laws, statutes, regulations and ordinances and then only in the area designated
as a kitchen, if any, on the Premises of Tenant, which is to be primarily used
by Tenant's employees for heating beverages and light snacks. Tenant shall not
cause or permit any unusual or objectionable odors to be produced upon or
permeate from the Premises.

          9.   All desks shall be serviced by chairs that are equipped with
floor mats underneath each chair.

          10.  No space in the Building shall be used for the sale of
merchandise, goods, or property of any kind at auction excluding any e-commerce.

          11.  Tenant shall not make, or permit to be made, any unseemly or
disturbing noises or disturb or interfere with occupants of the Building or
neighboring buildings or premises or those having business with them, whether by
the use of any musical instrument, radio, talking machine, unmusical noise,
whistling, singing, or in any other way. Tenant shall not throw anything out of
the doors, windows or skylights or down the passageways.

          12.  Neither Tenant, nor any of Tenant's servants, employees, agents,
visitors, or licensees, shall at any time bring or keep upon the Premises any
inflammable, combustible or explosive fluid, or chemical substance, other than
reasonable amounts of cleaning fluids or solvents required in the normal
operation of Tenant's business offices.

                                      29
<PAGE>

          13.  No additional locks or bolts of any kind shall be placed upon any
of the doors, walls, accessways, or windows by Tenant, nor shall any changes be
made in existing locks or the mechanism thereof, without the prior written
approval of Landlord and unless and until a duplicate key or access card, as
applicable, is delivered to Landlord.  Tenant shall, upon the termination of its
tenancy (i) return to Landlord all keys for the Premises and for any area of the
Building, or common areas, either furnished to, or otherwise procured by Tenant,
(ii) restore the locks, walls, accessways, windows, and doors to their original
condition on the date of this Lease by removing any security measures installed
by Tenant, repairing any damage to the Premises or to the Building as a result
of the restoration and removal, and (iii) in the event of the loss of any keys
furnished to Tenant by Landlord, Tenant shall pay to Landlord the cost thereof.

          14.  Tenant shall not overload any floor.

          15.  Tenant shall not occupy or permit any portion of the Premises to
be used for the manufacture or sale of liquor or narcotics in any form.

          16.  The Premises shall not be used for lodging or sleeping or for any
immoral or illegal purpose.

          17.  Canvassing, soliciting, and peddling in the Building are
prohibited and Tenant shall cooperate to prevent the same.

          18.  No smoking is permitted in the Premises, or in the Building.
Smoking is permitted outside the Building in designated smoking areas.  All
cigarette butts and other refuse should be placed in designated containers.

          19.  No weapons concealed or visible are permitted in the Premises, in
the Building, or on the Land.

          20.  In the event the Premises constitute an outdoor patio, exterior
generator area, or any open area adjacent to the Premises or on the Land
designated under the Lease for the exclusive use of Tenant, Tenant shall use
furniture and other equipment in any such areas in form, coloring, substance,
design and quality subject to the prior approval of Landlord.  In addition, any
outdoor patio, exterior generator area, or other open area must be screened on
all sides using materials in form, substance, coloring, design, and quality are
subject to the prior approval of Landlord, and must be designed and constructed
in accordance with plans and specifications that are subject to the prior
approval of Landlord.

          Whenever the above rules conflict with any of the rights or
obligations of Landlord or Tenant pursuant to the provisions of the Lease, the
provisions of the Lease shall govern. Landlord shall not be responsible to
Tenant or liable for the non-observance or violation of any of these Rules and
Regulations by any other tenant

                                      30
<PAGE>

                                   EXHIBIT F