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                                                                   EXHIBIT 10.52

Dated                                3 August                               2000

WITTAYU REALTY LIMITED

And

RAZORFISH LIMITED

And

RAZORFISH INC

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AGREEMENT FOR LEASE

Relating to

Berry House 4 Berry Street London EC1R OAA

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                                                                          [LOGO]

                                                                SPEECHLY BIRCHAM
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                                    CONTENTS

1.  Definitions ........................................................       1

2.  Interpretation .....................................................       7

3.  National Conditions ................................................       8

4.  The Landlord's Works and Off-Site Works ............................       8

5.  Certificates and Inspection ........................................      13

6.  Ascertainment of Net Internal Area .................................      15

7.  Defects and Duty of Care ...........................................      16

8.  The Tenant's Works and the Tenant's Fitting Out Works and Access ...      16

9.  Licence Fee ........................................................      20

10. Insurance ..........................................................      20

11. Title ..............................................................      21

12. Matters to which the Premises are subject ..........................      21

13. Grant Of the Lease .................................................      22

14. Alienation and Non-Severability ....................................      23

15. Acknowledgement and Interest .......................................      23

16. Termination ........................................................      24

17. VAT ................................................................      25

18. Notices ............................................................      25

19. Guarantor's Obligations ............................................      26

20. Disputes ...........................................................      27

21. Applicable Law and Jurisdiction ....................................      29

22. Non Merger .........................................................      29
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                                   AGREEMENT

Dated                                3 August                               2000

PARTIES

(1)   WITTAYU REALTY LIMITED (incorporated in Jersey) care of Strachan Visick
      Limited of 1 Harley Street London W1N 1DA (the Landlord); and

(2)   RAZORFISH LIMITED (registered number 3016034) having its registered office
      at 2 East Poultry Avenue London EC1A 9PT (the Tenant); and

(3)   RAZORFISH INC (file number 333-30410) having its registered office at 107
      Grand Street New York NY 10013 USA (the Guarantor)

NOW IT IS HEREBY AGREED as follows:

1.    Definitions

In this Agreement unless the context otherwise requires:

1.1   Access Certificate: means the certificate of the Architect certifying the
      Access Date;

1.2   Access Date: means the date not more than 28 days before the date of
      Practical Completion upon which the Landlord's Works have reached such a
      state of readiness as to enable the Tenant to commence the fitting out of
      the Premises which will not be until:

      1.2.1       the Landlord's Works have reached a state sufficient for the
                  Tenant to gain unrestricted access to the whole of the
                  Premises for fitting out so as to ensure

            (a)   that the Tenant shall have reasonable pedestrian and vehicular
                  access to and egress from the Premises and to the public
                  highway at all times


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            (b)   that the foul drainage to the Premises are connected to the
                  public sewer

            (c)   that electricity gas telephone and water services are
                  available to the Premises subject only to service connections
                  which require an occupier's application to a service or
                  statutory undertaking

            (d)   that the Tenant shall be able to proceed with the Tenant's
                  Fitting Out Works without any material interruption or delay
                  by reason of any of the remainder of the Landlord's Works and

            (e)   there shall be laid out an area immediately adjacent to the
                  Premises to sufficient standard to enable the plant and
                  machinery and equipment of the Tenant its contractors and
                  sub-contractors to be delivered to the building for the
                  purposes of and until completion of the Tenant's Fitting Out
                  Works

      1.2.2       the Premises are secure water tight and weather proof

1.3   Alternative Approved Documents: means the whole of the plans drawings
      sections elevations specifications copies of which have been identified
      and signed by the parties hereto as modified from time to time in
      accordance with this Agreement;

1.4   Approved Documents: means the plans drawings sections elevations
      specifications copies of which have been identified and signed by the
      parties hereto as modified from time to time in accordance with this
      Agreement relating to the Landlord's Works excluding those which relate to
      the construction of additional space on the west elevation of the Premises
      at third floor level but including the Mezzanine Works;

1.5   Architect: Andrew Forman of Finch Forman, 20 Bridge Wharf, 156 Caledonian
      Road, London N1 9UU or such other reputable architect (being a
      professional associate or fellow of the Royal Institute of British
      Architects) or firm or company (one at least of whose members or directors
      shall be so qualified) notified in advance of appointment to the Tenant as
      may be appointed by the Landlord;


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1.6   Building Contract: the building contract for the Landlord's Works made or
      to be made between the Landlord (1) and the Building Contractor (2) in
      substantially the form of JCT 80 Standard Form Management Contract with
      such amendments which will not materially adversely affect the Tenant as
      the Landlord and the Building Contractor may agree

1.7   Building Contractor: John Mowlem or such other reputable building
      contractor or contractors notified in advance to the Tenant to be employed
      by the Landlord;

1.8   Certificate of Making Good Defects: the certificate of making good defects
      to be issued by the Architect pursuant to the Building Contract following
      the expiry of the Defects Period;

1.9   Certificate of Practical Completion: the certificate of practical
      completion to be issued by the Architect pursuant to the Building
      Contract;

1.10  Date of Practical Completion: the date stated in the Certificate of
      Practical Completion as being the date on which the Landlord's Works have
      reached practical completion;

1.11  Defects Period: twelve months after the Date of Practical Completion;

1.12  Deed of Release: the Deed of Release and Grant and Covenant to be made
      between (1) Choice Win Investment Ltd and (2) the Landlord in the form of
      the draft annexed with such amendments which will not materially affect
      the Tenant as the parties thereto may agree;

1.13  Force Majeure: fire, storm, tempest, flood or other adverse weather
      conditions, civil war hostilities, revolution, military or usurped power
      and war, labour lock-outs, strikes and other industrial disputes, riot,
      commotion, disorder, Government decree and other matters reasonably beyond
      the control of the relevant party caused otherwise than as a result of the
      negligence of the relevant party and provided that the members of the
      professional team appointed by the Landlord are properly qualified to
      carry out the works for which they have been appointed;


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1.14  Landlord's Consents and Tenant's Consents: all permissions licences and
      approvals under the Planning Acts the building regulations and under any
      other statute bye-law or regulation of any competent authority and which
      respectively are necessary in relation to the Landlord's Works and/or the
      Tenant's Fitting Out Works;

1.15  Landlord's Solicitors: Speechly Bircham of 6 St Andrew Street London ECA
      3LX (Reference: SAP/216718);

1.16  Landlord's Surveyor: Stirling Ackroyd of 106 St John Street London EC4;

1.17  Landlord's Warranties: the deeds of collateral warranties to be procured
      by the Landlord in accordance with Clause 7.3 hereof;

1.18  Landlord's Works: the works including the Mezzanine Works described in the
      Approved Documents or (if the Landlord gives notice pursuant to Clause
      4.1.2) the Alternative Approved Documents;

1.19  Landlord's Works Completion Date: 16 March 2001 or such other date as may
      be fixed pursuant to clause 4.2 of this Agreement;

1.20  Lease: a lease of the Premises in the form of the draft annexed hereto;

1.21  Long Stop Date: 30 June 2001;

1.22  Licence for Alterations: a licence to carry out the Tenant's Fitting Out
      Works in the form of the draft licence annexed hereto;

1.23  Mechanical and Electrical Engineer: Fulcrum Consulting or such other
      reputable mechanical and electrical engineer as may be appointed by the
      Landlord and notified in advance of appointment to the Tenant;

1.24  Mezzanine Documents: the plans drawings sections elevations and
      specifications describing the Mezzanine Works forming part of the Approved
      Documents as modified from time to time in accordance with this Agreement
      which shall include drawing number 1568/1/105 Revision P3 unless the
      Tenant requests in writing that


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      the drawing contained in the Approved Documents titled "Alternative
      Mezzanine Floor Layout" is substituted for that drawing on or before 30
      September 2000;

1.25  Mezzanine Works: the construction of a new mezzanine floor at third floor
      level constructed from a light steel frame with timber floor infill;

1.26  Net Internal Area: the net internal area in square feet of the Premises
      ascertained in accordance with the latest Code of Measuring Practice of
      the Royal Institution of Chartered Surveyors and the Incorporated Society
      of Valuers and Auctioneers;

1.27  Off Site Works: means the works to be carried out on the site adjoining
      the Premises the comprising:

      1.27.1      The construction of the Piazza in front of the Building
                  including (for the avoidance of doubt) the link bridge between
                  the Premises and the access route referred to in 1.27.2 below
                  and

      1.27.2      The provision of a vehicular access route linking St John
                  Street to the Piazza in all material respects of the form
                  shown on the planning permission drawing marked "A" annexed
                  hereto Provided Always that the landlord shall be entitled to
                  alter the location of such access route

1.28  Planning Acts: the Town and Country Planning Act 1990 the. Planning
      (Listed Buildings and Conservation Areas) Act 1990 the Planning (Hazardous
      Substances) Act 1990 the Planning (Consequential Provisions) Act 1990 and
      the Planning and Compensation Act 1991;

1.29  Premises: part of the Landlord's freehold property known as Berry House 4
      Berry Street London EC1R 0AA as the same is registered at HM Land
      Registry under title number NGL776788 more particularly described in the
      Lease;

1.30  Prescribed Rate: interest at four per centum per annum above the base
      lending rate of the Royal Bank of Scotland plc from time to time;


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Dated                                                                       2000

                          CHOICE WIN INVESTMENT LTD (1)

                           WITTAYU REALTY LIMITED (2)

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                       DEED OF RELEASE GRANT AND COVENANT

              in respect of premises at Berry House London EC1 and
            adjoining premises to the west between Northburgh Street
                          and St John Street London EC1

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                                HM Land Registry

                             Land Registration Acts

County and District (or         :           London Borough of Islington
London Borough)

Title Numbers                   :           NGL776788 and NGL362768


Property                        :           premises at Berry House 4 Berry
                                            Street London EC1 and adjoining
                                            premises to the west between
                                            Northburgh Street and St John Street
                                            London EC1

THIS DEED is dated                                                          2000

Particulars

Choice Win              CHOICE WIN INVESTMENT LTD whose registered office is at
                        Trident Chambers P0 Box 146 Roadtown Tortola British
                        Virgin Islands (registered number 331180)

Wittayu                 WITTAYU REALTY LIMITED whose registered office is at 1
                        Grenville Street St Helier Jersey JE4 9PF Channel
                        Islands (registered number 73884)

Choice Win Land         The land and buildings thereon known as part of the
                        former Allied Brewery Site at St John Street and Compton
                        Street London EC1 together with other land registered
                        at HM Land Registry with freehold title absolute under
                        title number NGL362768 more particularly shown edged in
                        blue the Plan


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Berry House             The land and buildings thereon known as Berry House 4
                        Berry Street London EC1 on the north side of Northburgh
                        Street registered at HM Land Registry with freehold
                        title absolute under title number NGL776788 and shown
                        more particularly edged in red on the Plan


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Recitals

1)    Choice Win is the registered proprietor of the freehold title absolute of
      the Choice Win Land and Wittayu is the registered proprietor of the
      freehold title absolute of Berry House

2)    The parties hereto are desirous of releasing certain rights and covenants
      affecting the Properties and granting and providing for new rights and
      covenants

THIS DEED WITNESSETH as follows:-

1.    Definitions and Interpretation

      In these presents

1.1   The words defined in this sub-clause and in the Particulars shall have the
      meanings specified unless the context otherwise requires

      "Berry House Transfer" means the transfer of Berry House dated 3 August
      1999 and made between Sandalbeech Limited (1) and Wittayu (2)

      "Common Parts Access" means such roads or other means of vehicular or
      pedestrian access as may be constructed on the Choice Win Land leading
      from St John Street to the Piazza in accordance with the general layout
      thereof shown on the Plan and thereon coloured brown or such other layout
      thereof as may from time to time be constructed and which shall be as
      reasonably commodious for the owners/occupiers of Berry House

      "Common Parts" means the Common Parts Access and the Piazza

      "Habitable Room" means a bedroom or living room in a residential unit

      "Maintenance Charge" means the contribution in relation to the Common
      Parts Access and the Piazza more particularly described in paragraph 6 of
      Part 1 of Schedule 2

      "Perpetuity Period" means the period of 21 years commencing on the date
      hereof


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      "Piazza" means the land immediately adjacent to the southern elevation of
      Berry House to be laid out as a piazza and shown more particularly edged
      green on the Plan

      "Piazza Seating Area" means that part of the Piazza as is shown hatched
      blue on the Plan being ten feet in width

      "Plan" means the plan attached to this Deed

      "Properties" means the Choice Win Land and Berry House or any part thereof
      as the context so admits

      "Service Media" means all drains channels sewers flues conduits ducts
      pipes wires cables watercourses gutters mains culverts soakaways and other
      transmission media and installations and all fixings louvres cowls and
      other ancillary apparatus in on or under or through the Properties

1.2   Unless the context otherwise requires:-

      1.2.1       Choice Win and Wittayu shall include their successors in title
                  and in the case of an individual shall include personal
                  representatives

      1.2.2       the singular shall include the plural and one gender shall
                  include another

1.3   References to clauses paragraphs and schedules are to clauses and
      paragraphs and schedules to this deed

1.4   The headings to clauses paragraphs and schedules shall not affect the
      construction of this Deed

1.5   Any covenant by a party hereto not to do any act is to be deemed to
      include an obligation on that party not to allow or suffer or permit any
      such act

1.6   Any references in this Deed to any rights exercisable by Choice Win or
      Wittayu should be construed as including (where appropriate) the exercise
      of such right by and in common with all persons authorised by them or any
      of them and all other persons having the same right


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2.    Release and Discharge

2.1   In consideration of these presents the parties hereto hereby agree that:-

      2.1.1       the exceptions and reservations contained in clause 5 of the
                  Berry House Transfer are hereby released and discharged and
                  shall no longer be of any effect

      2.1.2       the covenants and provisos contained in clauses 6, 8 and 12 of
                  the Berry House Transfer and also the protective restriction
                  imposed entered on the titles relating thereto in clauses 7,
                  8.3 and 13 thereof are hereby released and discharged and
                  shall no longer be of any effect

      2.1.3       the rights granted or to be granted in clauses 9 and 10 of the
                  Berry House Transfer are hereby released and discharged and
                  shall no longer be of any effect

      2.1.4       the provisions of clauses 3, 4 and 11 of the Berry House
                  Transfer shall no longer be of any effect

3.    Grant of rights and new covenants

In consideration of these presents:-

3.1   Choice Win will to the extent of its ownership grant to Wittayu by way of
      deed with full title guarantee (subject to clause 4)

      3.1.1       SUBJECT to payment of the Maintenance Charge the rights set
                  out in paragraph 1 of Part 1 of Schedule 1 with effect from
                  the date of completion of the construction of the Common Parts
                  Access and

      3.1.2       SUBJECT to payment of the Maintenance Charge and to payment of
                  the Amount (as defined in paragraph 1 of Part 2 of Schedule 2)
                  from the date of completion of construction of the Piazza the
                  rights comprised in paragraphs 2, 3, 4, 6 and 8 of the said
                  Part 1


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3.2   Choice Win grants to Wittayu with full title guarantee (subject to clause
      4) the rights set out in paragraphs 5 and 7 of Part 1 of Schedule 1

3.3   Wittayu grants to Choice Win with full title guarantee (subject to clause
      4) the rights set out in Part 2 of Schedule 1

3.4   Wittayu covenants with Choice Win for the benefit of the Choice Win Land
      as provided for in Part 1 of Schedule 2 hereto and it is hereby agreed and
      declared that:-

      3.4.1       The covenants on the part of Wittayu contained herein (so far
                  as the same remain to be observed and performed) will attach
                  to and enure for each and every part of the Choice Win Land
                  that remains unsold by Choice Win or has been sold by Choice
                  Win with the express benefit of this covenant

      3.4.2       The burden of the covenants on the part of Wittayu is intended
                  to bind and binds each and every part of Berry House into
                  whosoever hands it may come but not so as to render Wittayu
                  personally liable for the breach of any restrictive covenant
                  after Wittayu has parted with all its interest in Berry House

3.5   Choice Win covenants with Wittayu for the benefit of Berry House as
      provided for in Part 2 of Schedule 2 and it is hereby agreed and declared
      that:-

      3.5.1       The covenants on the part of Choice Win contained herein (so
                  far as the same remain to be observed and performed) will
                  attach to and enure for each and every part of Berry House
                  that remains unsold by Wittayu or has been sold by Wittayu
                  with the express benefit of this covenant

      3.5.2       The burden of the covenants on the part of Choice Win is
                  intended to bind and binds each and every part of the Choice
                  Win Land into whosoever hands it may come but not so as to
                  render Choice Win personally liable for the breach of any
                  restrictive covenant after Choice Win has parted with all its
                  interest in the Choice Win Land


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3.6   If Choice Win shall fail to comply with its covenants to build the Piazza
      contained in paragraphs 1 to 4 of Part 2 of Schedule 2 otherwise than for
      reasons outside its control and shall not (save as aforesaid) have
      commenced construction of the Piazza within four months from the date
      hereof nor (save as aforesaid) completed the same within nine months of
      such commencement date in accordance with the provisions hereof Wittayu
      shall be entitled to give not less than 28 days' notice in writing to
      Choice Win and of any tenants of Choice Win of land to the south of the
      Piazza of which it shall have notice of its intention to exercise its
      rights pursuant to this clause and in the event Choice Win continue to be
      in default on the expiration of such notice then Wittayu shall (provided
      it shall so enter within one month from the date thereof and unless any
      tenant of Choice Win has already exercised a like right and is diligently
      proceeding to build or complete the building of the Piazza) be entitled to
      enter upon the land upon which the Piazza is to be constructed and to
      build the same at its own cost and the following provisions shall apply
      to the exercise of such right:-

      3.6.1       Wittayu will carry out the said works as though it had given
                  the covenants given by Choice Win in respect thereof insofar
                  as the same are applicable to the works being carried out by
                  Wittayu and

      3.6.2       the works will be carried out and completed with due diligence
                  and completed in any event within eight months from the date
                  of such entry and

      3.6.3       the works will be carried out strictly in accordance with the
                  provisions of this Deed and

      3.6.4       if Wittayu shall be in breach of the provisions of this clause
                  its rights hereunder shall cease and determine without
                  prejudice to any other right or action that the parties may
                  have the one against the other

      3.6.5       if having done so Wittayu shall be in material breach of the
                  aforesaid provisions relating to the exercise of its rights
                  then its rights (if any) remaining under the provisions of
                  this clause 3.6 shall be subject to the rights of the tenants
                  of Choice Win of land to the south of the Piazza to


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                  construct the Piazza pursuant to their development as part of
                  the Choice Win Land in the event of the default of Choice Win
                  in constructing the Piazza

      3.6.6       if having exercised a right to enter upon the Piazza to build
                  or complete the building of the Piazza any tenant of Choice
                  Win is not diligently proceeding to build or complete the
                  building of the Piazza then Wittayu will be entitled to serve
                  not less than 28 days' notice in writing on such tenant of its
                  intention to exercise its rights under this clause 3.6 and in
                  the event that the tenant continues not diligently to proceed
                  on the expiry of the notice then Wittayu shall (provided it
                  shall so enter within one month from the date thereof) be
                  entitled to enter upon the land upon which the Piazza is to be
                  constructed and to build the same at its own cost and the
                  above provisions shall apply to the exercise of such right

3.7   Wittayu covenants with Choice Win not to transfer any freehold interest in
      Berry House or grant a Lease exceeding twenty one years of the whole or
      any part of Berry House without ensuring that the transferee or lessee
      contemporaneously enters into a deed of covenant for the benefit of the
      owner or the owners for the time being of the Choice Win Land to perform
      and observe the covenants contained in paragraphs 5 and 6 of Part 1 of
      Schedule 2 insofar as the same remain to be performed and observed and
      Wittayu hereby consents to the placing of the following restrictions of
      the Proprietorship Register of the title to Berry House:-

      "except under an Order of the Registrar no transfer of the freehold
      interest or the grant of a Lease exceeding twenty one years of the whole
      or any part of Berry House as defined in the Deed of Release Grant and
      Covenant dated the [   ] day of [        ] 2000 and made between (i)
      Choice Win Investment Ltd and (ii) Wittayu Realty Limited ("the Deed") by
      the registered proprietor or any chargee is to be registered unless there
      furnished to the Registrar a certificate or certificates from the
      solicitors for the time being to the registered proprietors of the Choice
      Win Land (as defined in the Deed) and each part of it that a deed of
      covenant complying in all respects with the provisions of clause 3.7 of
      the Deed has been delivered to the registered proprietor or proprietors of
      the Choice Win Land PROVIDED THAT in the


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      event that within fourteen days of notification to the said registered
      proprietors of the Choice Win Land and the proffering of the said deed of
      covenant the said certificate or certificates has or have not been given
      to the registered proprietor or chargee (as the case may be) for lodging
      with the Registrar then the said certificate or certificates may be given
      to the Registrar by the solicitor to the registered proprietor or chargees
      of the land in this title (who shall also adduce evidence to the Registrar
      that the aforesaid procedure has been followed)

3.8   Choice Win covenants with Wittayu not to transfer any freehold interest in
      the Common Parts Access or any part thereof or grant a Lease exceeding 21
      years of the whole of the Common Parts Access without ensuring that the
      Transferee or Lessee contemporaneously enters into a deed of covenant for
      benefit of the owner or owners for the time being of Berry House (and
      providing for release of the covenantor on the provision of a new like
      deed of covenant from any successor in title to the Transferee or Lessee)
      to perform and observe the covenants contained in paragraph 4 of Part 2 of
      Schedule 2 insofar as the same remain to be performed and observed and
      insofar as the premises transferred or let include the Common Parts Access
      and in the case of a lease during the subsistence of the lease and Choice
      Win hereby consents to the placing of the following restriction on the
      Proprietorship Register of the title to the Choice Win Land:-

      "except under an Order of the Registrar no transfer of the freehold
      interest or the grant of a Lease exceeding 21 years of the whole or any
      part of the Common Parts Access as defined in the Deed of Release Grant
      and Covenant dated the [   ] day of [       ] 2000 and made between (i)
      Choice Win Investment Ltd and (ii) Wittayu Realty Limited ("the Deed") by
      the registered proprietor or any chargee is to be registered unless there
      is furnished to the Registrar a certificate or certificates from the
      solicitors for the time being to the registered proprietor or proprietors
      of Berry House (as defined in the Deed) and each part of it that a deed of
      covenant complying in all respects with the provisions of clause 3.8 of
      the Deed has been delivered to the registered proprietor or proprietors of
      Berry House PROVIDED THAT in the event that within 14 days of notification
      to the said registered proprietors and the proffering of the said deed of
      covenant the said certificate or certificates has or have not been


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      given to the said registered proprietor or chargee (as the case may be)
      for lodging with the Registrar then the said certificate or certificates
      may be given to the Registrar by the solicitor to the registered
      proprietor or chargee of the land in this title (who should also adduce
      evidence to the Registrar that the aforesaid procedure has been followed)"

4.    Provisos

PROVIDED ALWAYS and it is agreed and declared by the parties as follows:-

4.1   Any rights granted by this Deed in respect of anything which does not
      exist at the date of this Deed shall be effective only if it comes into
      existence before the expiry of the Perpetuity Period

4.2   Choice Win shall be entitled to suspend for as short a period on each
      occasion as is reasonably practicable the right of way over the Common
      Parts Access and the Piazza for the purpose of completing final surfacing
      works and for any subsequent repairs renewal or maintenance

4.3   Where a party is expressed to grant rights with full title guarantee then
      for the purposes of the Law of Property (Miscellaneous Provisions) Act
      1994:-

      4.3.1       The covenant implied by 2.1(b) of that Act shall be amended by
                  deleting from that section the words "at its own cost" and
                  substituting therefor the words "the cost of the person to
                  whom he disposes of the Property"

      4.3.2       Section 6(2)(a) of that Act is to be construed as if all
                  entries made in any public register are within the actual
                  knowledge of the grantee

4.4   The rights granted in this Deed are granted subject to the person
      exercising the rights causing as little inconvenience and damage as
      reasonably practicable and making good as soon as reasonable practicable
      any damage caused to the Property

4.5   Any dispute or difference in relation to the covenants contained in
      paragraphs 1-4 of Part 2 of Schedule 2 shall be determined by a chartered
      surveyor appointed in default of agreement by the President for the time
      being of the Royal Institution of Chartered Surveyors on the application
      of either party which surveyor shall act as an Expert and


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      not as an Arbitrator and whose decision shall be final and binding on the
      parties as to all matters including for the avoidance of doubt all
      questions as to the construction of this paragraph

4.6   Any references in this Deed to rights by one party to carry out works to
      an adjoining property of another or to enter the property of another to
      carry out works to its own property shall include the right to carry out
      such works with or without workmen and (where appropriate) with all
      necessary plant equipment machinery and scaffolding PROVIDED THAT the
      party carrying out such works shall provide full details in writing of its
      works at least 48 hours before the works commence and shall carry out the
      works as expeditiously as possible in a good and workmanlike manner with
      good materials of their respective kind in accordance with all requirement
      of the local authority or other competent authority and shall use all
      reasonable endeavours to minimise noise fumes and dust and will cause as
      little disturbance and damage as possible and shall forthwith make good
      any damage thereby caused to the reasonable satisfaction of the adjoining
      owner

5.    HM Land Registry

The parties hereto apply to HM Land Registry to note the provisions of this Deed
in the registers of the above numbered titles and to remove the restrictions
from the registers of title number NGL362758 and NGL776788 which were entered
pursuant to the provisions of the Berry House Transfer

IN WITNESS whereof this Deed has been duly executed as a deed but not delivered
until the day and year first above written


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                                   SCHEDULE 1

                                     Part 1

                 Grant of rights for the benefit of Berry House

1.    The right to use the Common Parts Access for pedestrian access and
      appropriate vehicular access between Berry House and St John Street but
      not otherwise provided that such rights shall at all times be exercised in
      accordance with the regulations relating to their proper use reasonably
      stipulated from time to time by Choice Win and the requirements of the
      local planning authority

2.    The right to use the Piazza and every part thereof as a means of
      pedestrian access to and egress from the Berry House but (save as
      hereafter provided) not otherwise provided that such rights shall at all
      times be exercised in accordance with the regulations relating to its
      proper use reasonably stipulated from time to time by Choice Win

3.    The pedestrian right of way at all times and for all purposes to and from
      Northburgh Street across the Piazza to Berry House over and along the land
      shown coloured pink on the Plan together with the right to place on the
      said land a notice or sign indicating the business carried on at Berry
      House by Wittayu and its permitted occupiers of Berry House such sign to
      be of size and location first approved by Choice Win in writing such
      approval not to be unreasonably withheld

4.    The right to place (but not affix) and use tables and chairs on the Piazza
      Seating Area (subject to obtaining all necessary consents from all
      competent authorities required therefor) which shall be for the use of
      Wittayu the owners and occupiers and customers of the basement and ground
      floors of Berry House PROVIDED THAT such use shall not be exercised in any
      manner which is likely to cause a nuisance annoyance disturbance or
      interference to the users of the remainder of the Piazza or the owners and
      occupiers of the Choice Win Land

5.    The right to build or rebuild upon any part of Berry House or alter any
      buildings on Berry House in any manner whatsoever and (subject as
      otherwise herein provided) to


                                     - 18 -
<PAGE>

      use Berry House or any buildings on Berry House for any purpose or
      otherwise deal with the same notwithstanding that the light or air to the
      Choice Win Land is in any such case diminished or any other easement right
      or advantage belonging the same is diminished or prejudicially affected

6.    The right to use all Service Media now laid in on or under the Piazza
      Seating Area together with the right to enter upon the Piazza Seating Area
      to carry out any works of repair maintenance or renewal of such Service
      Media strictly in accordance with the provisions clause 4.6

7.    The right until such time as the refurbishment and any additional building
      works under planning permission number and/or 31534/AR/980376 of
      19.10.1998 and/or 31534/AR/990668 of 10.6.1999 (or any variation thereof
      agreed between the parties hereto (such agreement not to be unreasonably
      withheld or delayed)) ("the Wittayu Works") has been completed:-

7.1   for cranes and other construction equipment to be used in connection with
      construction work to be carried out on Beny House to oversail the Choice
      Win Land provided that Wittayu will if required by Choice Win first enter
      into an oversail agreement in a form to be agreed with Choice Win (such
      agreement not to be unreasonably withheld or delayed)

7.2   of entry onto the Piazza at such times and in such manner that shall be
      agreed with Choice Win (such agreement not to be unreasonably withheld but
      so that the exercise of such rights shall not interfere with the carrying
      out by Choice Win of its obligation the construction of the Piazza) but
      only insofar and to the extent as is necessary to carry out and complete
      the Wittayu Works subject to obtaining all necessary consents from all
      competent authorities

8.    The right to enter to onto the Piazza Seating Area to carry out any works
      of repair or maintenance to the southern elevation of Beny House where
      such works cannot reasonably be carried out without such entry but so as
      to minimise any loss of use of the Piazza to Choice Win and occupiers of
      the Choice Win Land and the public such entry rights to be exercised
      strictly in accordance with the provisions of this Deed


                                     - 19 -
<PAGE>

                                     Part 2

             Grant of rights for the benefit of the Choice Win Land

1.    During the construction of the Piazza the right on giving Wittayu not less
      than 14 days prior notice in writing to enter Berry House to excavate
      along the boundary of the Piazza between Berry House and the Choice Win
      Land and for landscaping and creating the means of access to the Piazza
      and to lay and forever retain all footings and foundations as a foundation
      for an intended wall of the Piazza and/or a gatehouse and/or walkways to
      be constructed by Choice Win on the Choice Win Land with the right to
      bring onto Berry House and to use scaffolding equipment and material for
      all usual building purposes

2.    The right until such time as the whole of the Choice Win Land and the
      adjoining land of Choice Win registered under title number NGL656797 ("the
      Adjoining Land") has been redeveloped for cranes and other construction
      equipment to be used in connection with construction work to be carried
      out on the Choice Win Land and the Adjoining Land to oversail Berry House
      provided that Choice Win will if required by Wittayu first enter into an
      oversail agreement in a form to be agreed with Choice Win (such agreement
      not to be unreasonably withheld or delayed)

3.    The right to build or rebuild on any part of the Choice Win Land or alter
      any buildings on the Choice Win Land in any manner whatsoever and to use
      the Choice Win Land or any buildings on the Choice Win Land for any
      purpose or otherwise deal with it notwithstanding that light or air to
      Berry House is in such case diminished or any other liberty easement right
      or advantage belonging to Berry House is diminished or prejudicially
      affected

4.    The right to enter to onto Berry House to carry out any works of repair or
      maintenance to the Choice Win Land and buildings thereon where such works
      cannot reasonably be carried out without such entry and so as to minimise
      any loss of use of Berry House to Wittayu and occupiers of Berry House
      such entry rights to be exercised strictly in accordance with the
      provisions of this Deed


                                     - 20 -
<PAGE>

                                   SCHEDULE 2

                                     Part 1

                     Covenants for the benefit of Choice Win

1.    For a period of 10 years from the date of this Deed Wittayu will not
      construct or use or permit the construction or use on Berry House of more
      than 30 Habitable Rooms

2.    Not to cause or permit any noxious or offensive effluvia to be omitted
      from any machinery or equipment or apparatus on Berry House in breach of
      any regulations made by any competent authority

3.    Not to install or use in or upon Berry House any machinery or apparatus
      causing undue noise or vibration that interferes in a material way with
      the use and enjoyment of the Choice Win Land or that may cause structural
      damage

4.    Not to make any refuse collections from Berry House over the Choice Win
      Land

5.    To pay the Amount as hereinafter provided and to pay interest at 5% above
      base rate from time to time of the Royal Bank of Scotland plc on any sums
      not so paid from the date the same were due and payable until the date of
      payment provided always the Amount will be paid in stages within seven
      days of presentation to Wittayu's Surveyor by Choice Win's Architect or
      quantity surveyor of a certificate of the value of the work comprised in
      such stage (such certificates (save for the last certificate) not to be
      submitted for shorter periods than one month nor for lesser sums than One
      hundred thousand pounds ((pounds) 100,000.00)) and such stages may include
      all or part of professional fees and VAT

6.    To pay within 14 days of demand a fair and proper proportion to be
      determined by Choice Win's surveyor (such determination to be based on
      principles of good estate management) of the expenses properly incurred by
      Choice Win or its tenants (including a reasonable management charge in
      each case) in respect of repairing and (where uneconomic to repair)
      renewing cleansing maintaining marking and lighting


                                     - 21 -
<PAGE>

      and keeping secure (and also of complying with all statutory or other
      requirements or the requirements of insurers relating to) the Common Parts
      Access and the Piazza ("the Estate Services") but so that the same shall
      not include the cost of the original construction of the Common Parts
      Access (or the later bringing of the same to an adoptable standard prior
      to their adoption by the Local Authority) or of the Piazza

                                     Part 2

                      Covenants for the benefit of Wittayu

1.    Choice Win will within three months of the date of this Deed deliver to
      Wittayu a costed scheme ("the Choice Win Scheme") not exceeding Four
      hundred thousand pounds ((pounds) 400,000) plus Value Added Tax and
      professional fees ("the Amount") for the construction of the Piazza and
      Wittayu shall within one month from receipt of the Choice Win Scheme
      provide any proposed revisions thereto to which Choice Win shall have due
      regard but the ultimate decision as to what is to comprise the Choice Win
      Scheme shall remain with Choice Win

2.    Choice Win will construct the Piazza at the entire cost of Wittayu but not
      exceeding the Amount within nine months from the date of the expiry of the
      period of one month from receipt by Wittayu of the Choice Win Scheme
      unless prevented from doing so by reasons outside its control in which
      event such construction will be completed as soon as reasonably
      practicable thereafter

3.    Choice Win will construct the Piazza in a good and workmanlike manner
      using good materials of their respective kind in accordance with the
      requirements of the Local Authority or any other competent authority

4.    Choice Win will construct or procure the construction of the Common Parts
      Access at its own cost within the period of two years from the date hereof
      (unless prevented from so doing by reasons outside its control in which
      event such construction will be completed as soon as reasonably
      practicable thereafter) in a good and workmanlike manner using good
      materials of their respective kinds in accordance with the


                                     - 22 -
<PAGE>

      requirements of the Local Authority or any other competent authority and
      will SUBJECT TO the payment of the Maintenance Charge provide the Estate
      Services (unless prevented from so doing for reasons outside its control)
      or (subject as aforesaid) procure the same save to the extent that the
      whole or any part of the Common Parts shall be adopted or otherwise become
      maintainable by the Local or other competent authority but so that Choice
      Win and (as applicable) its successors in title shall have no liability
      under the provisions of this covenant after it or they shall have parted
      with all interest in the Common Parts or the relevant part thereof
      provided that it or they shall have complied with the provisions of clause
      3.8

THE COMMON SEAL of CHOICE WIN
INVESTMENT LTD was hereunto affixed in
the presence of:

                               Director

                               Director

THE COMMON SEAL of WITTAYU
REALTY LIMITED was hereunto affixed in
the presence of:

                               Director

                               Director


                                     - 23 -
<PAGE>

1.31  Professional Team: the Architect the Mechanical Engineer the Structural
      Surveyor and such other professionals with a design input in the
      Landlord's Works appointed by the Landlord;

1.32  Regulations: the Construction (Design and Management) Regulations 1994 and
      all regulations and orders included by clause 2.1.2;

1.33  Rent Commencement Date: the date falling three months after the Term
      Commencement Date;

1.34  Rental Uplift Date: means the later of:

      the date two years after the Access Date; and

      the date following completion of the Off Site Works that written
      notification is given by the Landlord to the Tenant;

1.35  Structural Engineer Michael McPartland Associates or such other reputable
      structural surveyor as may be appointed by the Landlord and notified in
      advance of appointment to the Tenant;

1.36  Tenant's Fitting-Out Works: the fitting out works described as such in
      outline in the Approved Documents which are to be carried out and
      completed by the Tenant in accordance with the Licence for Alterations;

1.37  Tenant's Solicitors: Macfarlanes of 10 Norwich Street London EC4A 1BD
      (Reference CPH/558197);

1.38  Tenant's Surveyor: Cluttons of 45 Berkeley Square London W1;

1.39  Tenant's Works: the works described as such in the Approved Document to be
      carried out and completed by the Tenant to the Premises but (subject to
      the provisions hereof) at the Landlord's cost;

1.40  Term Commencement Date: the earlier of the date following the Access Date
      of actual access to the Premises by the Tenant or the Date of Practical
      Completion


                                     - 24 -
<PAGE>

1.41  VAT: Value Added Tax and any tax or duty of a similar nature substituted
      for or in addition to it;

1.42  Working Day: any day from Monday to Friday (inclusive) which is not
      Christmas Day Good Friday or a statutory Bank Holiday and Working Days
      shall be construed accordingly.

2.    Interpretation

2.1   In this Agreement unless there be something in the subject or context
      inconsistent therewith:

      2.1.1       words importing the masculine gender only shall include the
                  feminine and neuter genders and words importing persons shall
                  include firms companies and corporations and vice versa;

      2.1.2       any reference in this agreement to a statute or order includes
                  any statutory extension or modification or reenactment of such
                  statute or order and any regulations or orders made under such
                  statute or order;

      2.1.3       words importing the singular number only shall include the
                  plural and where there are two or more persons included in the
                  expressions Landlord and/or Tenant then obligations on the
                  part of the Landlord and/or the Tenant shall respectively be
                  obligations by such persons jointly and severally;

      2.1.4       references to clauses and schedules are to clauses of and
                  schedules to this Agreement.

2.2   This Agreement contains the whole agreement between the parties hereto
      relating to the matters herein provided for and supersedes previous
      agreements between the parties hereto (if any) relating thereto and there
      shall be deemed to be comprised in this Agreement the terms of all letters
      and acknowledgements exchanged between the parties contemporaneously
      herewith and expressed to be ancillary hereto.


                                     - 25 -
<PAGE>

2.3   This Agreement may only be varied in writing signed by or on behalf of the
      parties hereto.

2.4   Any obligation in this Agreement on the part of not to do any act or thing
      includes an obligation not to suffer such act or thing to be done and to
      use all reasonable endeavours to prevent such act or thing being done by
      another person.

2.5   It is hereby expressly agreed in this Agreement that any references to the
      parties hereto shall only include their successors in title where
      expressly so stated to be the case.

2.6   The headings to clauses and schedules shall not affect the construction of
      this Agreement.

3.    National Conditions

The National Conditions of Sale (20th edition) shall be incorporated herein (so
far as they apply to a sale by private treaty and are not varied by or
inconsistent with the conditions herein contained) except that:

3.1   Conditions 9(2) 15(2) and (3) and 21(2) and (3) shall not apply.

3.2   Landlord shall be substituted therein for Vendor and Tenant for Purchaser
      and references to property being sold or subject to sale shall be
      construed as references to property being let or subject to lease.

3.3   designated bank or clearing bank means a bank which is a member of CHAPS
      and Town Clearing Company Limited.

3.4   All monies payable under this Agreement shall be paid by direct credit
      transfer for the credit of the relevant party's Solicitors' bank account
      or for the credit of such other bank account in the United Kingdom as the
      relevant party shall specify.

4.    The Landlord's Works and Off-Site Works

4.1   The Landlord agrees with the Tenant to use all reasonable endeavours:


                                     - 26 -
<PAGE>

      4.1.1       to obtain such of the Landlord's Consents as have not been
                  obtained prior to the date hereof and (subject to their being
                  obtained and continuing in force) to procure that the
                  Landlord's Works and the Off-Site Works are completed in
                  conformity with the Landlord's Consents;

      4.1.2       to obtain a variation to planning consent number 980376 dated
                  9/10/1998 to remove the obligation to construct additional
                  space on the west elevation of the Premises at third floor
                  level but for the avoidance of doubt not the Mezzanine Works
                  prior to 31 October 2000 failing which the Landlord may
                  thereafter give written notice to the Tenant electing to
                  substitute the Alternative Approved Documents for the Approved
                  Documents and thereafter all references in this Agreement to
                  the Approved Documents shall be construed as referring to the
                  Alternative Approved Documents Provided Always that the
                  Landlord shall be under no obligation to appeal against any
                  refusal or deemed refusal or decision of the planning
                  authority in relation to any application for such variation
                  aforesaid;

      4.1.3       to procure that the Landlord's Works are carried out
                  diligently in accordance with the Approved Documents and in a
                  good and workmanlike manner using good quality suitable new
                  materials and in accordance with relevant British Standard
                  Specification the Regulations and the terms of this Agreement;

      4.1.4       to procure that the Landlord's Works are practically completed
                  by the Landlord's Works Completion Date;

      4.1.5       to procure compliance with the covenants and obligations on
                  the part of Choice Win Investment Ltd contained in the Deed of
                  Release at the Landlord's cost including taking proceedings
                  through the courts where necessary;


                                     - 27 -
<PAGE>

      4.1.6       to appoint or procure the appointment of the Professional Team
                  in connection with the Landlord's Works and to supply to the
                  Tenant certified copies of the terms of their appointments
                  within 14 days of the dates of the appointment;

      4.1.7       if the Landlord shall appoint any other consultants in
                  substitution for those originally appointed the Landlord will
                  at its own expense procure delivery to the Tenant of a deed
                  from any substituted consultant in accordance with clause 7
                  below.

4.2   It is recognised between the parties that the Approved Documents in some
      areas contain insufficient detail to constitute a detailed specification
      of the Landlord's Works and the Landlord agrees to procure that detailed
      plans drawings sections elevations and specifications are prepared and
      copied to the Tenant as soon as reasonably practicable after the date of
      this Agreement and to the extent that the detail relates to any part of
      the roof main iron staircase external brickwork Mezzanine Works windows
      and paint specification or contains any material inconsistencies with the
      Approved Documents they will be subject to the Tenant's prior written
      approval (such approval not to be unreasonably withheld or delayed) which
      shall be deemed to have been given if not withheld by notice in writing to
      the Landlord with reasons within 7 Working Days of receipt of the detail
      and any dispute relating to the obligations of either party in this clause
      shall be immediately referred by either party to Hancock Ward Company who
      shall act as an expert and who shall be instructed to give his decision
      within 7 working days of receipt of instructions whose decision shall be
      final and binding and whose costs shall be borne equally by the Landlord
      and Tenant or in such other manner as he shall direct.

4.3   If the progress of the Landlord's Works has been delayed or is likely to
      be delayed for any of the reasons set out in clause 4.3.1 to 4.3.7
      inclusive and completion of such works is likely to be delayed beyond the
      Landlord Works Completion Date then a new Landlord Works Completion Date
      shall be fixed by the Architect. The said reasons are:


                                     - 28 -
<PAGE>

      4.3.1 any other cause which would entitle the Architect to certify an
            extension of time under the Building Contract;

      4.3.2 any modifications to the Approved Documents requested by the Tenant
            and implemented by the Landlord or any dispute referred to the
            expert pursuant to in clause 4.2 hereof;

      4.3.3 there being any noxious harmful dangerous or deleterious material in
            the Premises which have not been identified prior to the date of
            this Agreement and which a properly qualified surveyor could not
            have reasonably been able to identify (save for any latent materials
            in areas that have not been investigated by the Landlord's Surveyor
            prior to the date of this Agreement) which properly results in the
            Landlord's Works being delayed;

      4.3.4 any act or proceedings by or on behalf of the Tenant in breach of
            the terms of this Agreement;

      4.3.5 any failure by the Tenant to comply with any of its obligations owed
            to the Landlord pursuant to the terms of this Agreement;

      4.3.6 the carrying out by the Tenant of the Tenants Fitting-Out Works; or

      4.3.7 any change in any law rule or regulation of any competent authority.

4.4   If the Landlord is unable to obtain at a reasonable cost or within a
      reasonable period any of the materials referred to in the Approved
      Documents the Landlord may substitute for them alternative materials as
      nearly as practicable of the same or better quality and of the same
      appearance (if visible).

4.5   The Landlord may make such modifications to the Approved Documents and to
      the details of the Landlord's Works contained in them as may be:

      4.5.1 required by any local or other competent authority or required to
            comply with any of the Landlord's Consents; or


                                     - 29 -
<PAGE>

      4.5.2 reasonably required by the Architect with the approval of the Tenant
            (such approval not to be unreasonably withheld); or

      4.5.3 not material and which do not significantly alter the character
            layout and appearance of the Premises.

4.6   The Landlord shall promptly notify the Tenant's Surveyor in writing of any
      such substitution of materials and/or modification to the Approved
      Documents.

4.7   If the Tenant shall wish to make any minor modifications to the Approved
      Documents relating to the Landlord's Works it shall deliver to the
      Landlord a written application specifying such modifications for the prior
      written approval of the Landlord (such approval not to be unreasonably
      withheld or delayed) and the following provisions shall apply:-

      4.7.1 in the event that such modifications are approved the Landlord shall
            as soon as practicable procure the preparation and the delivery to
            the Tenant of such amended drawings and other documents as may be
            necessary and estimates of the reasonable and proper additional cost
            of such modifications and the likely delay (if any) to the Access
            Date or the Date of Practical Completion or the Landlords Works
            Completion Date or the Long Stop Date;

      4.7.2 if the Tenant wishes such modifications to be made the Tenant shall
            within five Working Days of receipt of such drawings documents and
            estimates notify the Landlord in writing of its acceptance;

      4.7.3 whether or not such modifications are made (unless modifications are
            not made or refused in breach of the terms of this Agreement) the
            Tenant shall within 14 days of receipt of a written demand pay to
            the Landlord for the amount of all reasonable and proper costs fees
            and expenses incurred in connection with the preparation of such
            drawings documents and estimates;


                                     - 30 -
<PAGE>

      4.7.4 after completion of the said modification the Landlord will confirm
            to the Tenant in writing the actual cost of carrying out the
            modification and the Tenant will pay to the Landlord within 7
            Working Days after receipt of a written demand from the Landlord
            such reasonable and proper costs.

4.8   With effect from the expiry of the Defects Period the Landlord shall be
      under no liability to the Tenant in respect of any failure to carry out
      the Landlord's Works in accordance with the terms of this Agreement.

4.9   In carrying out any proposed works to the Piazza adjoining the Premises
      the Landlord shall consult with and have due regard to the representations
      of the Tenant.

5.    Certificates and Inspection

5.1   The Landlord shall procure that the Tenant and the Tenant's Surveyor shall
      have the right at reasonable times and after reasonable prior notice to
      the Architect (and so that no delay is caused in the carrying out of the
      Landlord's Works) to inspect the Landlord's Works but the Tenant or the
      Tenant's Surveyor shall make all representations in writing to the
      Architect (a copy simultaneously being sent to the Landlord) and the
      Tenant shall not give or be entitled to give any instructions or to make
      any complaint whatsoever to the Building Contractor any sub-contractor or
      any other person employed or engaged by the Landlord in relation to the
      Landlord's Works but the Landlord shall procure that all representations
      made and any breaches identified by the Tenant or the Tenant's Surveyor
      are brought to the attention of the Architect with instructions that the
      representations are fully considered.

5.2   The Landlord shall ensure that the Tenant is kept fully appraised of the
      progress of the Landlord's Works throughout the period the Landlord's
      Works are being carried out.

5.3   The Landlord shall procure the Architect to issue the Access Certificate
      on or as soon as reasonably practicable after the Access Date.


                                     - 31 -
<PAGE>

5.4   The Landlord shall instruct the Architect to give to the Tenant's Surveyor
      not less than 7 Working Days' notice of each of the dates upon which the
      Architect intends to inspect the Landlord's Works with a view to issuing:-

      5.4.1 the Access Certificate;

      5.4.2 the Certificate of Practical Completion; and

      5.4.3 the Certificate of Making Good Defects.

5.5   The Tenant's Surveyor shall be entitled to accompany the Architect on each
      such inspection and the Landlord shall instruct the Architect to allow the
      Tenant's Surveyor to make representations as to whether or not in the view
      of the Tenant's Surveyor the Access Certificate or Certificate of
      Practical Completion or the Certificate of Making Good Defects (as the
      case may be) shall be issued and the Landlord shall procure that the
      Architect shall properly consider any such representations.

5.6   If the Architect shall decide (having taken into account any such
      representations) that the time has not yet been reached when it is
      appropriate for the Access Certificate or the Certificate of Practical
      Completion or the Certificate of Making Good Defects (as the case may be)
      to be issued then the Landlord shall procure that the Architect shall
      immediately give not less than five Working Days' notice to the Tenant's
      Surveyor as to the date upon which the Architect intends to reinspect the
      Landlord's Works with a view to issuing the relevant certificate and so
      that the procedure shall be repeated in each case as often as may be
      necessary.

5.7   The existence of minor defects and omissions in the Landlord's Works at
      the time of any such inspection with a view to issuing the Access
      Certificate which are capable of being made good afterwards without
      interfering with the carrying out of the Tenant's Works or the use and
      enjoyment of the Premises by the Tenant shall not delay the issue of the
      Access Certificate.


                                     - 32 -
<PAGE>

5.8   Subject to the provisions of clauses 5.3 to 5.7 inclusive having been
      observed by the Landlord the Access Certificate and the Certificate of
      Practical Completion shall be conclusive evidence binding on the parties
      to this Agreement:-

      5.8.1 as to the Access Date in the case of the Access Certificate; and

      5.8.2 that the Landlord's Works have reached practical completion in
            accordance with the provisions of the Building Contract.

5.9   Immediately following their respective issues the Landlord shall instruct
      the Architect to issue to the Tenant's Surveyors copies of the Access
      Certificate and the Certificate of Practical Completion and the
      Certificate of Making Good Defects.

5.10  The Tenant (notwithstanding completion of the Lease) will allow the
      Landlord the facilities necessary to enable the Landlord in consultation
      with the Tenant to prepare a schedule of defects for delivery to the
      Building Contractor pursuant to the provisions of the Building Contract
      (incorporating defects brought to the attention of the Landlord by the
      Tenant) and for any such defects to be remedied which the Landlord shall
      procure.

6.    Ascertainment of Net Internal Area

6.1   As soon as practicable after the Access Date the Landlord shall procure
      the Landlord's Surveyor and the Tenant shall procure the Tenant's Surveyor
      to try to agree with the other the Net Internal Area of the Premises.

6.2   If the Landlord's Surveyor and the Tenant's Surveyor shall not be able to
      agree the Net Internal Area within ten Working Days after the Access Date
      then the question shall immediately be referred to an independent surveyor
      pursuant to clause 20.2 and the decision of such independent surveyor
      shall be final and conclusive as to the Net Internal Area of the Premises.

6.3   If the Net Internal Area has not been agreed or determined by the date on
      which the Lease falls to be granted then the licence fees payable pursuant
      to this Agreement shall be at the annual rate of(pound)898,000 but
      immediately the Net Internal Area is agreed or


                                     - 33 -
<PAGE>

      determined the licence fee and the initial yearly rent shall be
      recalculated and the Tenant shall pay to the Landlord or the Landlord
      shall repay to the Tenant the amount by which the payments made by the
      Tenant fall short of or exceed (as the case may be) the amounts which
      would have been payable had the recalculated licence fee or rent been paid
      on the Rent Commencement Date.

7.    Defects and Duty of Care

7.1   The Landlord will procure at no cost to the Tenant that the Building
      Contractor complies with its obligations under the Building Contract to
      make good works not in accordance with the Building Contract (the Defects)
      specified in a written notice from the Tenant to the Landlord given not
      less than ten working days prior to the expiry of the Defects Period (time
      being of the essence).

7.2   The Tenant will permit the Landlord and all persons authorised by the
      Landlord to enter the Premises upon reasonable prior notice for the
      purpose of inspecting the Landlord's Works and making good any such
      Defects provided that disturbance to the Tenant shall be kept to a minimum
      and any damage caused remedied.

7.3   The Landlord shall use all reasonable endeavours to procure deeds of
      collateral warranty from the Building Contractor and all the Professional
      Team appointed in connection with the Landlord's Works in the form of the
      drafts annexed or as near thereto as the Landlord using all reasonable
      endeavours can procure and the warrantor reasonably requires and have been
      approved by the Tenant (such approval not to be unreasonably withheld) and
      will hand over such deeds of warranty as soon as practicable but in any
      event shall produce such deeds of warranty on or before completion of the
      Lease.

8.    The Tenant's Works and the Tenant's Fitting Out Works and Access

8.1   The Tenant shall carry out the Tenant's Works:


                                     - 34 -
<PAGE>

      8.1.1 diligently in a good and workmanlike manner using good quality
            suitable new materials in accordance with Relevant British Standard
            Specification the Regulations and the terms of this Agreement;

      8.1.2 so as to cause as little obstruction to or interference with the
            carrying out of the Landlord's Works and any other work being
            carried out to the Premises as is reasonable;

      8.1.3 employing a reputable building contractor and reputable consultants
            whose forms of contract/appointment shall be supplied to the
            Landlord within 14 days of the date of the contract/appointment;

      8.1.4 in compliance with the Tenant's Consents and with any reasonable
            requirements of the Landlord in relation to access to the Premises;

      8.1.5 subject to having first obtained the Landlord's approval of a
            detailed specification and full drawings of the same (approval not
            to be unreasonably withheld or delayed and which shall be deemed to
            have been given if not withheld by notice in writing to the Tenant
            with reasons within 7 Working Days of receipt of the details).

8.2   The Landlord shall pay the Tenant for the carrying out the Tenant's Works
      within ten Working Days of presentation to the Landlord by the Tenant or
      the Tenant's Surveyor of a certificate by the Tenant's Surveyor that the
      relevant part of the Tenant's Works have been carried out and the relevant
      costs incurred and are due for payment together with all reasonable
      supporting documents and a VAT invoice (such certificate shall be
      presented not more frequently than once in every month) and subject to the
      presentation of the said certificate the Landlord shall make the payments
      required to the Tenant provided that the relevant part of the Tenant's
      Works have been completed to the Landlord's reasonable satisfaction.

8.3   In no circumstances shall the Landlord be obliged to pay to the Tenant
      sums exceeding those listed on the Schedule entitled "Total of Landlord's
      Contribution" annexed hereto plus Value Added Tax in respect of the item
      of Tenant's Works to which each sum corresponds and which shall not in
      aggregate exceed (pound)653,511.43 (plus VAT) pursuant to the provisions
      of clause 8.2.


                                     - 35 -
<PAGE>

8.4   The Tenant shall within three months after commencement of the Landlord's
      Works at its own cost prepare in triplicate and submit to the Landlord's
      Surveyor a plan or plans and a specification of the Tenant's Fitting Out
      Works for approval by the Landlord (which approval shall not be
      unreasonably withheld or delayed either in respect of the original
      application or in respect of any variation or alteration which the
      Landlord's Surveyor may reasonably require or which the Tenant may
      subsequently submit for approval as variations of the Tenant's Fitting Out
      Works for the purposes of this agreement) and immediately upon such
      approval being obtained the Tenant shall apply for and use all reasonable
      endeavours to obtain as soon as practicable all Tenant's Consents.

8.5   On the Access Date the Tenant shall have licence and authority to occupy
      the Premises and to carry out the Tenant's Fitting Out Works.

8.6   Pending the grant of the Lease the Tenant's occupation of the Premises
      shall be as licensee as if the Lease had been granted in respect of the
      part of the Premises actually occupied (so far as applicable and not
      inconsistent with occupation as licensee under this Agreement:

      8.6.1 subject to and with the benefit of the same exceptions reservations
            rights (including the same right to relief from forfeiture as a
            lessee enjoys pursuant to Section 146 of the Law of Property Act
            1925) agreements covenants conditions and other provisions as are
            contained in the Lease; and

      8.6.2 so that the Landlord shall have and be entitled to all remedies by
            distress action or otherwise for recovering money in arrear and for
            breach of any of the obligations on the part of the Tenant as if the
            Lease had been granted; but

      8.6.3 so that nothing in this clause 8 shall be construed as creating a
            legal demise or greater interest in the Tenant than as licensee
            pursuant to the terms of this agreement pending the grant of the
            Lease.


                                     - 36 -
<PAGE>

8.7   The Tenant shall carry out the Tenant's Fitting Out Works:

      8.7.1 in compliance with all the provisions of the Licence for Alterations
            (but if there shall be any conflict between the same and any
            Agreement the provisions of this Agreement shall prevail);

      8.7.2 so as to cause as little obstruction to or interference with the
            carrying out of the Landlord's Works and any other works being or to
            be carried out to the Premises as is practicable;

      8.7.3 employing a building contractor and consultants approved by the
            Landlord whose forms of contract/appointment shall also be approved
            in writing by the Landlord such approvals not to be unreasonably
            withheld or delayed;

      8.7.4 in compliance with the Tenant's Consents the Regulations and with
            any reasonable requirements of the Landlord in relation to access to
            the Premises;

      8.7.5 so that the Tenant's Fitting Out Works are completed so far as is
            possible within 6 months after the Access Date; and

      8.7.6 at its own expense.

8.8   The Tenant shall (subject to the Landlord using all reasonable endeavours
      to mitigate any loss suffered) keep the Landlord indemnified from and
      against any breach or non-performance of any conditions which may be
      imposed or implied by any Tenant's Consents relating to the Tenant's Works
      and or the Tenant's Fitting-Out Works and from and against all claims
      actions demands losses expenses costs and all legal liabilities whatsoever
      suffered by the Landlord and which arise by reason of or incidental to any
      negligence in the carrying out of the Tenant's Works and/or the Tenant's
      Fitting Out Works or the breach of any of the terms hereof and the Tenant
      will make good as soon as reasonably practicable to the reasonable
      satisfaction of the Landlord any damage or injury caused by the Tenant or
      by anyone for whom the Tenant is legally responsible to the Premises and
      the liability of the Tenant under or


                                     - 37 -
<PAGE>

      pursuant to the terms and provisions of this Agreement shall not be
      released diminished or in any other way affected by any inspection or
      investigation by the Landlord or its consultants or any certificate issued
      by the Landlord or the Consultants or by it or its consultants
      acknowledging its satisfaction with the Tenant's Works and/or the Tenant's
      Fitting-Out Works.

9.    Licence Fee

9.1   On and from the Rent Commencement Date the Tenant shall pay to the
      Landlord within 14 days of receipt of a written demand an annual licence
      fee calculated by multiplying by (pound)20 the number of square feet
      comprised in the Net Internal Area of the Premises.

9.2   If the issue of the Certificate of Practical Completion shall be delayed
      by the execution of the Tenant's Fitting Out Works and the extension of
      time is certified by the Architect the Landlord shall be entitled upon
      giving notice in writing to the Tenant at any time before the grant of the
      Lease to require the Tenant to pay an amount equal to the licence fee for
      each week of the delay or proportionately for part of a week as certified
      by the Architect by way of compensation for such delay.

10.   Insurance

10.1

      10.1.1 The Landlord shall procure that the Premises are kept insured in
            accordance with the Building Contract up to and including the Date
            of Practical Completion.

      10.1.2 The Tenant shall within 14 days of demand pay any increased or
            additional premium which the insurers of the Premises or of any
            adjoining or neighbouring property may properly require by reason of
            the carrying out or completion of the Tenant's Fitting Out Works.

10.2  During the period from the Date of Practical Completion until the date of
      actual completion of the Lease the covenants and provisions as to
      insurance in the Lease


                                     - 38 -
<PAGE>

      (other than as to the Tenant's obligation to pay the Insurance Rent) and
      the Licence for Alterations shall apply as though the Lease and the
      Licence for Alterations had been completed.

11.   Title

11.1  Title to the Premises having been deduced the Tenant shall raise no
      objection thereto or requisition thereon save in respect of matters
      arising after the date of this Agreement.

11.2  The Tenant or its solicitors having been supplied with Office Copy Entries
      of Title Number NGL776788 dated 2 March 2000 and the Deed of Release on or
      before the signing hereof shall be deemed to take the Lease with full
      knowledge of the terms and conditions thereof and of any matter referred
      to therein and shall raise no objection thereto or requisition thereon.

12.   Matters to which the Premises are subject

12.1  The Premises are let subject to and as the case may be with the benefit of
      the matters contained or referred to in the Property Register and the
      Charges Register (other than charges to secure the repayment of money) of
      title number NGL776788 on 2 March 2000.

12.2  The Premises by the Lease are let subject to:

     12.2.1 all matters registrable by any competent authority pursuant to
            statute;

     12.2.2 all requirements of any competent authority; and

     12.2.3 all matters disclosed by searches or as the result of enquiries
            made in writing by or for the Tenant or which a prudent tenant ought
            to make.

12.3  In this clause:

     12.3.1 competent authority means a local authority or other body
            exercising powers under statute or by Royal Charter; and


                                     - 39 -
<PAGE>

      12.3.2 requirement includes (whether or not subject to confirmation) any
            notice order or proposal.

13.   Grant Of the Lease

13.1  Subject to the above provisions of this Agreement the Landlord shall grant
      or procure the grant of and the Tenant shall accept the Lease and the
      Licence for Alterations which shall both be completed on the date falling
      five Working Days from the latest of the Date of Practical Completion the
      date of determination of the Net Internal Area of the Premises pursuant to
      clause 6 and the provision of the final warranty agreement pursuant to
      clause 7.

13.2  The initial annual rent first reserved by the Lease shall be ascertained
      by multiplying by (pound)20 the number of square feet comprised in the Net
      Internal Area of the Premises and shall be payable on and from the Rent
      Commencement Date up to and including the Rental Uplift Date Provided
      Always that if the Landlord's Works have not been practically completed by
      the Landlord's Works Completion Date then such initial annual rent shall
      not be payable during the period commencing on the Rent Commencement Date
      for a period equal to the number of days commencing on the Landlord's
      Works Completion Date and expiring on the Date of Practical Completion.

13.3  On and from the Rental Uplift Date until the First Review Date the annual
      rent reserved by the Lease shall be ascertained by multiplying by
      (pound)25 the number of square feet comprised in the Net Internal Area of
      the Premises.

13.4  The Tenant shall on and from the date of completion of the Lease in
      accordance with clause 13.1 pay to the Landlord

      13.4.1 the Rent payable on and from the Rent Commencement Date;

      13.4.2 the insurance rent and service charge payable on and from the Term
            Commencement Date

      credit being given for any licence fee or other monies paid in advance and
      attributable to any period arising after the grant of the Lease.


                                     - 40 -
<PAGE>

13.5  The Rent Review Dates specified in the Particulars of the Lease shall be
      the dates of expiry of the fifth and tenth years of the term of the Lease.

13.6  The Lease shall be for a term of 15 years from and including the Term
      Commencement Date.

13.7  Engrossments of the Lease and the Licence for Alterations and their
      respective counterparts shall be prepared and delivered to the Tenant by
      the Landlord's Solicitors not less than ten Working Days prior to the date
      of completion as defined in clause 13.1.

13.8  The Tenant shall provide the Landlord's Solicitors with four complete sets
      of all plans drawings and other documents referred to in the Licence for
      Alterations.

13.9  The Tenant and the Landlord shall execute the originals and counterparts
      (as appropriate) and return them unconditionally to the other's
      Solicitors.

13.10 On or before the date of completion as defined in clause 13.1 the Tenant
      shall provide the Landlord's solicitors with a duly signed opinion letter
      in the form of the draft annexed hereto or such other form as the parties
      acting reasonably shall agree.

13.11 Without prejudice to any other provision of this Agreement the Tenant
      shall subject to the Landlord using all reasonable endeavours to mitigate
      any loss suffered indemnify the Landlord against any loss suffered by the
      Landlord resulting from any failure by the Tenant to comply with the
      provisions of clause 13.1

14.   Alienation and Non-Severability

14.1  The benefit of this Agreement is personal to the Tenant and the Tenant not
      shall assign or part with its interest under this Agreement or any part
      thereof or otherwise dispose of the same or any part thereof and the
      Tenant named herein shall personally accept the Lease and the Licence for
      Alterations.


                                     - 41 -
<PAGE>

15.   Acknowledgement and Interest

15.1  The Tenant acknowledges that it has not entered into this Agreement in
      reliance upon any representations made by or on behalf of the Landlord
      other than in respect of such reliance as may be placed upon the
      Landlord's Solicitors' written replies to the Tenant's Solicitors'
      preliminary enquiries.

15.2  Without prejudice to any other right remedy or power of either party
      hereto if any sums shall have become due from either party to the other
      under this Agreement but shall remain unpaid for a period exceeding
      fourteen days the party whose liability it is to pay shall pay on demand
      to the other interest thereon at the Prescribed Rate (before and after any
      judgement) from the date when they become due until payment thereof
      calculated on a daily basis and compounded with rests on the usual quarter
      days.

16.   Termination

If:

16.1  either party (being a body corporate) has a winding up petition or
      petition for an administration order presented against it or passes a
      winding up resolution (other than in connection with a members' voluntary
      winding up for the purposes of amalgamation or reconstruction or calls a
      meeting of its creditors for the purpose of considering a resolution that
      it be wound up voluntarily) or resolves to present its own winding up
      petition or is wound up (whether in England or elsewhere) or the directors
      or shareholders of that party resolve to present a petition for an
      administration order in respect of it or an administrative receiver or a
      receiver or a receiver and manager is appointed in respect of the Premises
      or any part thereof of that party; or

16.2  either party (being a body corporate) calls or a nominee calls on its
      behalf a meeting of its creditors or any of them or makes an application
      to the court under section 425 of the Companies Act 1985 or submits to its
      creditors or any of them a proposal pursuant to Part I of the Insolvency
      Act 1986 or enters into any arrangement scheme compromise moratorium or
      composition with its creditors or any of them (whether pursuant to Part I
      of the Insolvency Act 1986 or otherwise); or


                                     - 42 -
<PAGE>

16.3  there shall be any material breach of the obligations under the Agreement
      which the defaulting party fails to remedy in a reasonable time after
      reasonable written notice from the other

THEN the innocent party may by notice in writing to the other at any time
thereafter terminate this Agreement (without prejudice to any right or remedy of
either party in respect of any antecedent breach of this Agreement).

16.4  the Date of Practical Completion shall not have been reached by the Long
      Stop Date then either party may determine this Agreement by written notice
      to the other but without prejudice to the rights of either party in
      respect of any antecedent breach.

Provided that if the Tenant serves notice in accordance with this Clause 16
(other than pursuant to Clause 16.4) the notice shall not take effect if any
person or company providing finance for the development of the Premises shall
within 15 working days of service of the said notice deliver to the Tenant a
duly perfected covenant in such form as the Tenant shall reasonably require by
such person or company providing finance for the development of the Premises to
procure the completion of the Landlord's Works and the performance of the
Landlord's obligations under this Agreement on the terms contained in this
Agreement.

17.   VAT

All sums payable by any party under the terms of this Agreement shall be
exclusive of any VAT in respect thereof howsoever arising and the paying party
shall pay to the other all VAT for which the paying party is liable to account
to HM Customs and Excise in relation to any supply made or deemed to be made for
VAT purposes pursuant to this Agreement.

18.   Notices

18.1  Any notice or other document to be given or sent hereunder shall be in
      writing and may be delivered personally or sent by first class registered
      post to the party to be served (at that party's address appearing in this
      Agreement or such other address as that party shall notify in writing to
      the other) or to its solicitors. Any such notice or document shall be
      deemed to have been served:


                                     - 43 -
<PAGE>

     18.1.1 (if delivered) at the time of delivery;

     18.1.2 (if posted) at the expiration of 48 hours after the envelope
            containing the same shall have been put into the post properly
            addressed and stamped.

18.2  In proving such service it shall be sufficient to prove (as the case may
      be) that delivery was made or that the envelope containing such notice or
      document was properly addressed and posted as a prepaid first class
      registered letter or that the sender of the facsimile transmission has his
      copy and can show that it was duly transmitted.

19.   Guarantor's Obligations

19.1  In consideration of this Agreement being made at the request of the
      Guarantor the Guarantor agrees with and guarantees to the Landlord and
      without the need for express assignment the successors in title of the
      Landlord that the Tenant will observe and perform this Agreement and will
      when called upon so to do execute the counterpart of the Lease and in the
      case of default by the Tenant will procure the granting of the Underlease
      and will on receipt of a written demand pay and make good to the Landlord
      or losses damages costs and claims arising out of such default.

19.2  The obligations of the Guarantor set out in this clause 19 shall remain in
      full force and effect notwithstanding:-

     19.2.1 any modification of whatsoever nature which may be made in the
            structure style or legal form of the Tenant; or

     19.2.2 any forbearance time indulgence or other concession which may be
            granted to the Tenant; or

     19.2.3 any variation amendment or modification of the terms conditions or
            other provisions of this Agreement (whether or not such variation
            amendment or modification is effected with the consent of the
            Guarantor and whether or not such variation amendment or
            modification may increase or otherwise vary the liability of the
            Guarantor under this Agreement); or


                                     - 44 -
<PAGE>

     19.2.4 any invalidity in or irregularity or unenforceability of the
            obligations of the Tenant under this Agreement or any invalidity in
            or irregularity in the execution of this Agreement by the Tenant or
            any deficiency in the powers of the Tenant to enter into this
            Agreement; or

     19.2.5 any delay on the part of the Landlord to take steps to enforce
            performance or observance of the or any of the Tenant's obligations
            in this Agreement or which may be allowed by the Landlord to the
            Tenant; or

     19.2.6 any assignment of this Agreement or the liquidation of the Tenant;
            or

     19.2.7 any other act or thing or omission which but for this provision
            might operate to exonerate or release the Guarantor.

19.3  In the event of liquidation of the Tenant and the liquidator of the Tenant
      disclaiming this Agreement the Landlord may within three months after such
      disclaimer by notice in writing given to the Guarantor require this
      Agreement to be deemed to continue in effect with the Guarantor as if it
      had entered into this Agreement as Tenant and not as Guarantor and in that
      event the Guarantor shall perform and observe the Tenant's obligations
      under this Agreement and in due course execute and deliver a counterpart
      of the Lease as tenant.

20.   Disputes

All differences and questions that will arise between the Landlord and the
Tenant or the Guarantor concerning this Agreement (excluding any relating to the
issuing of certificates by the Architect; the Access Date; the Date of Practical
Completion; the Term Commencement Date or any dates relating to the payment of
rents hereunder or licence fees other than the determination of the date of
completion of the Off Site Works for the purposes of determining the Rental
Uplift Date) shall:

20.1  so far as any such difference or question relates to the building or
      construction work normally falling within the scope of competence of an
      architect be referred to an architect agreed upon by the parties hereto,
      but in default of such agreement


                                     - 45 -
<PAGE>

      appointed on the application of either party by or on behalf of the
      President of the Royal Institution of British Architects; and

20.2  so far as any such difference or question relates to building construction
      work (not falling within the matters provided for in clause 20.1) all
      measurement or defects/snagging lists or otherwise to matters normally
      falling with the scope of competence of a surveyor to be referred to an
      independent surveyor who shall be a fellow of the Royal Institution of
      Chartered Surveyors to be agreed upon by the Landlord and the Tenant but
      in default of such agreement as appointed on the application of either
      party by or on behalf of the President of the Royal Institution of
      Chartered Surveyors; and

20.3  so far as any such difference relates to methods of accounting or
      otherwise to matters usually and properly within the knowledge of a
      qualified accountant to be referred to a chartered accountant agreed upon
      by the parties hereto, but in the default of such agreement appointed on
      the application of either party by or on behalf of the President of the
      Royal Institute of Chartered Accountants in England and Wales; and

20.4  So far as any such difference or question relates to the rights and
      liabilities of the parties hereto or to the terms or conditions to be
      embodied in any deed or document appertaining hereto referred to a Queen's
      Counsel agreed upon by the parties hereto, but in default of such
      agreement appointed on the application of either party by or on behalf of
      the Chairman for the time being of the Bar Council; and

20.5  in determining any such matter referred to such architect, surveyor or
      chartered accountant shall act as an expert but shall consider any written
      submissions made to him by any of the parties hereto in making his
      decision which he shall deliver in writing and the reference to him shall
      include authority to determine in what manner the costs of the reference
      shall be paid;

but such Counsel shall act as an arbitrator under the provisions of the
Arbitration Act 1996 and the question of his fees shall lie within his award
provided always that if the Landlord and the Tenant shall fail to agree as to
the nature of the difference or question then it shall be referred


                                     - 46 -
<PAGE>

to a Queen's Counsel agreed upon by them, but in default of agreement either of
them may apply to the Chairman of the Bar Council to appoint a Queen's Counsel
to decide in relation to any such matter which of the preceding sub-clauses is
applicable thereto and the decision of such Queen's Counsel acting as an expert
and not as an arbitrator shall be final.

21.   Applicable Law and Jurisdiction

For the avoidance of doubt and not withstanding the domicile or place of
business of any party from time to time having an interest in this Agreement the
same shall be governed by and construed in all respects in accordance with the
laws of England and Wales and proceedings in connection therewith shall be
subject (and the parties hereby submit) to the non-exclusive jurisdiction of the
English and Welsh courts and for the purposes of Order 10 Rule 3 of the Rules of
the Supreme Court of England and any other relevant rules thereof and the
Landlord and the Tenant irrevocably agree that any process may be served upon
them by leaving a copy addressed to them at their own address as stated above or
such other address as may be notified in writing from time to time to the
Landlord in respect of the Tenant or such address as may be notified in writing
from time to time in England and Wales to the Tenant in respect of the Landlord.

22.   Non Merger

Notwithstanding completion of the New Lease all the provisions of this Agreement
shall continue in full force and effect to the extent provided for in this
Agreement and to the extent that they remain to be implemented.

AS WITNESS the hands of the parties hereto or authorised persons on their behalf
the day and year first before written.


                                     - 47 -
<PAGE>

                                    ANNEXURE 1

                                     (Lease)


                                     - 48 -
<PAGE>

Dated                                                           2000

WITTAYU REALTY LIMITED (1)

and

RAZORFISH LIMITED (2)

and

RAZORFISH INC (3)

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

LEASE

relating to Berry House 4 Berry Street London EC1C
OAA

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


                                     - 49 -
<PAGE>

                                    CONTENTS
1.  INTERPRETATION ..........................................................  1
2.  DEFINITIONS .............................................................  2
3.  DEMISE AND RENTS ........................................................  7
4.  TENANT'S COVENANTS ......................................................  8
5   LANDLORD'S COVENANTS .................................................... 29
6.  PROVISOS ................................................................ 31
7.  DELIVERY AND 1995 ACT ................................................... 35

THE FIRST SCHEDULE .......................................................... 35

THE SECOND SCHEDULE ......................................................... 36

THE THIRD SCHEDULE .......................................................... 38

THE FOURTH SCHEDULE ......................................................... 41

THE FIFTH SCHEDULE .......................................................... 41


                                     - 50 -
<PAGE>

11.   Rent Review Date: the fifth and tenth anniversaries of the Term
      Commencement Date and as more particularly provided for in the Third
      Schedule

12.   Term: fifteen years from and including the Term Commencement Date and as
      more particularly provided in clause 2.19

13.   Term Commencement Date:


                                     - 51 -
<PAGE>

                                   PARTICULARS

DATE                                                                        2000

1.    Landlord: WITTAYU REALTY LIMITED whose registered office is at 1 Grenville
      Street St Helier Jersey JE4 9DF

2.    Tenant: RAZORFISH LIMITED (Company Number 3016034) whose registered office
      is at 2 East Poultry Avenue London EC1A 9PT

3.    Surety: RAZORFISH INC (File Number 33-30410) whose registered office is at
      107 Grand Street New York 10013 USA

4.    Premises: The Ground First Second Third Third Floor Mezzanine and Fourth
      Floors of the Building shown for identification purposes edged red on the
      attached plans numbered 1 to 5

5.    The Estate: All that land at Clerkenwell shown edged blue on the attached
      plan numbered 6 together with the buildings from time to time erected
      thereon and all appurtenances belonging to it and all alterations and
      additions to it from time to time

6.    Off Site Works: the works to be carried out in the Estate adjoining the
      Premises described in the Fifth Schedule

7.    Permitted Use: High class offices within the meaning of paragraph (a) of
      Class B1 of the Town and Country Planning (Use Classes) Order 1987
      together with ancillary storage

8.    Rent: [    ] ((pound)[    ]) per annum (exclusive of VAT) subject to
      review in accordance with the terms of the Third Schedule

9.    Rent Commencement Date: [See Agreement for Lease]

10.   Rental Uplift Date: the later of the       day of          and the date
      notified to the Tenant by the Landlord as being the date of completion of
      the Off Site Works


                                     - 52 -
<PAGE>

THIS LEASE is made on the date set out in the Particulars

BETWEEN

(1)   The Landlord specified in the Particulars

(2)   The Tenant specified in the Particulars

WITNESSETH as follows:-

1.    INTERPRETATION

In these Presents unless there is something in the subject or context
inconsistent therewith:-

1.1   words importing the masculine gender only shall include the feminine
      gender and vice versa

1.2   words importing persons shall include firms companies and corporations and
      vice versa

1.3   words importing the singular number shall include the plural number and
      vice versa

1.4   where the Landlord and/or the Tenant and/or the Surety consists of two or
      more persons all covenants by the Landlord and/or the Tenant and/or the
      Surety shall be deemed to be made by such persons jointly and severally

1.5   save for any reference to the Town and Country Planning (Use Classes)
      Order 1987 references in this Lease to any Enactment shall be deemed to
      include every statutory amendment re-enactment and replacement thereof for
      the time being in force and every statutory instrument rule order notice
      regulation and direction for the time being made issued or given
      thereunder or deriving validity therefrom and from time to time thereunder

1.6   any covenant by the Tenant and/or the Surety not to do any act or thing
      shall be deemed to include a covenant not to permit or suffer the doing of
      such act or thing


                                     - 53 -
<PAGE>

1.7   any rights of entry or other rights hereby granted to the Landlord shall
      be deemed also to be granted to any Superior Landlord and all persons
      properly authorised by them and to be granted to them not only in respect
      of their interest in the Premises but also in respect of any other
      adjoining or neighbouring property owned by them (but only to the extent
      that entry is essential)

1.8   the clause and schedule headings are for the purpose of reference only and
      do not form part of this document nor affect its interpretation or
      construction

1.9   the details and descriptions appearing in the Particulars shall be
      included and form part of this Lease

2.    DEFINITIONS

For the purposes of this Lease the terms defined in the Particulars and this
clause have the meanings specified

2.1   Building: shall mean Berry House 4 Berry Street London EC1C OAA together
      with its appurtenances and other areas as is registered at HM Land
      Registry with Title Number NGL776788

2.2   Common Parts shall mean the entrances lobbies halls staircases landings
      corridors lifts refuse areas internal and external fire escapes and any
      external pedestrian ways or forecourts of the Building not forming part of
      the Premises

2.3   Conduits: shall mean and include ventilating ducts cisterns tanks
      radiators water and fuel oil and gas and electricity supply pipes sewers
      drains channels gutters tubes meters soil pipes waste water pipes
      sprinkler systems and also wires or cables used for the conveyance of
      electrical current and telephone or similar communications all manner of
      telecommunications and all similar conducting media and all valves meters
      traps and switches appertaining thereto

2.4   the Contractual Term: shall mean the term of years specified in the
      Particulars

2.5   the Deed of Grant: shall mean the deed brief particulars of which are set
      out in the Sixth Schedule


                                     - 54 -
<PAGE>

2.6   Development: shall bear the same meaning as in the Planning Acts

2.7   Enactment: shall mean any and every Act of Parliament already or hereafter
      to be passed and any statute instrument rule order direction regulation or
      bye-law already or hereafter to be made under or in pursuance of or
      deriving validity from any such Act

2.8   the Full Reinstatement Value: shall mean such sums (including VAT thereon
      where applicable) as the Landlord shall determine to be the full cost from
      time to time in respect of demolition site clearance (and related costs
      incurred in shoring up any land or buildings) reconstruction rebuilding
      and reinstatement of the Building in accordance with all statutory and
      other requirements regulations and conditions for the time being in force
      and to such state of repair and condition as shall be commensurate with a
      high-class development together with incidental expenses and for the
      avoidance of doubt it is declared that the Landlord may take account of
      the increase in costs which it considers likely to arise during such
      period as may be involved in drawing up plans and specifications applying
      for and obtaining all consents and completing demolition site clearance
      reconstruction rebuilding and reinstatement as aforesaid

2.9   Group Company: shall mean any company which is for the time being a group
      company of that party within the meaning of section 42 of the Landlord and
      Tenant Act 1954

2.10  the Insurance Rent: shall mean a fair and proper proportion reasonably
      attributable to the Premises of the premium or premiums expended or
      incurred by the Landlord in effecting or procuring to be effected
      insurances and any excesses required by the Landlord or required by
      insurers that would otherwise be borne by the Landlord from time to time

     2.10.1 against loss or damage by any of the Insured Risks for the Full
            Reinstatement Value of the Building together with a sum sufficient
            to cover architects' surveyors' and other professional fees
            remuneration and


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            expenses incidental thereto (if required) and including VAT thereon
            where applicable)

     2.10.2 against the loss of all rents from time to time payable hereunder
            for such period (being not less than three years) as is reasonably
            required by the Landlord from time to time having regard to the
            likely period required for demolition site clearance reconstruction
            rebuilding and reinstatement as the case may be in the event of both
            partial and total destruction and in an amount would take into
            account potential increases of rent which are likely to take place
            upon review during the period in question

     2.10.3 against third party risks and property owners' and public
            liability

     2.10.4 against such other risks as the Landlord may from time to time
            require

2.11  the Insured Risks: shall mean risks in respect of loss or damage by fire
      smoke storm or tempest lightning explosion aircraft and other aerial
      devices or missiles or projectiles or other articles dropped therefrom
      earthquake riot civil commotion malicious damage bursting or overflowing
      of water tanks apparatus or pipes flood impact and such other risks or
      insurances as may from time to time be effected by the Landlord or
      reasonably requested by the Tenant (including during such time as the
      United Kingdom may be at war with any foreign power and if and so long as
      such risk shall be insurable acts of or on account of the Queen's enemies)

2.12  the Landlord: shall mean the Landlord named in the Particulars and where
      the context so admits shall include the reversioner for the time being
      immediately expectant on the determination of the Term

2.13  this Lease: shall mean this deed together with any licence granted
      pursuant hereto any deed of variation of the provisions hereof and any
      instrument made supplemental hereto

2.14  the Particulars: shall mean the particulars set out in the preceding pages
      and affixed hereto


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2.15  the Planning Acts: shall mean the Town and Country Planning Act 1990 the
      Planning (Listed Buildings and Conservation Areas) Act 1990 and the
      Planning (Hazardous Substances) Act 1990 and any future legislation of
      similar nature or any legislation amending or repealing the same

2.16  Planning Permission: shall mean any permission consent or approval given
      or deemed to be given under the Planning Acts

2.17  the Premises: shall mean all those premises comprising the ground first
      second third and fourth floors of the Building bounded by and including

     2.17.1 the interior plaster and other finishes of the external walls of
            such premises (but excluding any other part of such walls)

     2.17.2 the inner half and interior plaster and other finishes of the
            non-load-bearing internal walls dividing such premises from other
            parts of the Building (but excluding any other part of such walls)

     2.17.3 the flooring raised floors floor screeds and any voids beneath them
            down to (but excluding) the joists slabs or other structures
            supporting such flooring

     2.17.4 the ceiling finishes and any suspended or false ceilings and any
            voids between the ceiling and any suspended or false ceiling (but
            excluding any other part of the ceilings)

     2.17.5 the whole of any non-load-bearing walls columns and partitions
            within such premises

     2.17.6 the interior plaster and other finishes of load-bearing walls and
            columns within such premises (being excluding any other part of such
            walls and columns)

     2.17.7 the internal doors door frames interior windows (and glass
            contained therein) and fittings at such premises


                                     - 57 -
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     2.17.8 Landlord's fixtures from time to time within such premises but if
            those fixtures are Conduits then only if they fall within paragraph
            10 below

     2.17.9 Conduits within and from time to time exclusively serving such
            premises and which are owned by the Landlord (but excluding any
            other Conduits)

      2.17.10 The passenger lifts shown coloured pink on plans 1-5 including the
            lift shafts lift motor room and all plant and ancillary equipment
            relating thereto

            but excluding the windows and window frames of the Building

2.18  the Prescribed Rate: shall mean interest calculated at the rate of Four
      per centum (4%) per annum above the base rate for lending of The Royal
      Bank of Scotland plc applicable from time to time during any period during
      which any payment of interest accrues due under this Lease or (in the
      event that such base rate is no longer published and used) such other
      comparable rate of interest as the Landlord may from time to time
      reasonably stipulate

2.19  the Service Charge: shall mean the Service Charge calculated and payable
      as provided in the Fourth Schedule

2.20  the Structural Parts: shall mean all parts of the Building other than the
      Common Parts and the Premises and any other parts which are let or
      intended for letting by the Landlord

2.21  the Surety: shall mean the Surety named in the Particulars (if any) and
      shall include if it is an individual its personal representatives

2.22  the Tenant: shall mean the Tenant named in the Particulars and where the
      context so admits shall include the successors in title and assigns of the
      Tenant

2.23  the Term: shall mean the term of years specified in the Particulars hereby
      created and any period of holding over or extension thereof whether by
      statute or common law where in this Lease the context so admits


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<PAGE>

2.24  VAT: shall mean Value Added Tax or any similar tax which shall replace or
      supplement Value Added Tax (and unless otherwise stated all references to
      rent or other monies payable by the Tenant are exclusive of any VAT
      charged or chargeable thereon)

2.25  1995 Act: shall mean the Landlord and Tenant (Covenants) Act 1995

3.    DEMISE AND RENTS

In consideration of the rents hereby reserved and of the covenants on the part
of the Tenant and the Surety hereinafter contained the Landlord HEREBY DEMISES
unto the Tenant the Premises together with the rights in common with the
Landlord and any other tenants and occupiers of the Building and other persons
properly authorised by them specified in Part 1 of the First Schedule EXCEPT AND
RESERVING unto the Landlord and any mortgagee and all other persons entitled or
properly authorised by it the rights specified in Part 2 of the First Schedule
and so far as the same now affect the Premises and are still subsisting and
capable of being enforced SUBJECT TO AND WITH THE BENEFIT OF the matters
referred to in the property and charges registers of title number NGL776788 and
in the documents referred to in the Sixth Schedule TO HOLD the Premises unto the
Tenant for the Term YIELDING AND PAYING therefor unto the Landlord yearly during
the Term and so in proportion for any less period than a year the following
rents:-

FIRST:

From and including the Rent Commencement Date until and excluding the Rental
Uplift Date the sum of          pounds ((pounds)         ) per annum

from and including the Rental Uplift Date and to excluding the First Rent Review
Date the sum of              pounds ((pounds)         ) per annum

thereafter during the Term such rent as may be payable in accordance with the
provisions of the Third Schedule (the rent so specified or as increased as
aforesaid hereinafter called the "Principal Rent") such rent in each case to be
paid by equal quarterly payments in advance on the 25th March 24th June 29th
September and 25th December in every year the first such payment (being the
proportionate payment due in respect of the period from the Rent


                                     - 59 -
<PAGE>

Commencement Date to the quarter day next following) to be made on the Rent
Commencement Date

SECONDLY:

From and including the Term Commencement Date or the date of occupation if
earlier the Insurance Rent which shall be paid without deduction or abatement
within fourteen days of demand therefore

THIRDLY:

The Service Charge Payable in accordance with the provisions of the Fourth
Schedule

FOURTHLY:

Interest as shall be required to be paid pursuant to this Lease which shall be
paid at the time of payment of the sum bearing the interest and

FIFTHLY:

Any VAT payable on the rents hereby reserved

4.    TENANT'S COVENANTS

The Tenant hereby covenants with the Landlord as follows:-

4.1   To pay rents

      To pay the reserved rents at the times and in manner aforesaid without any
      set-off deduction or abatement whatsoever (save as required by law) and to
      pay the same (if so reasonably required by the Landlord) by banker's
      direct debit or standing order

4.2   To pay outgoings

      4.2.1 To pay and discharge all rates taxes duties charges assessments
            outgoings and impositions whatsoever (whether parliamentary
            parochial or otherwise and including but without prejudice to the
            generality of the foregoing all present and fixture payments for
            works under any


                                     - 60 -
<PAGE>

            Enactment concerning buildings sewerage drainage public health and
            any other public purposes) (excluding any tax payable by the
            Landlord occasioned by the receipt of the rents payable hereunder or
            any disposition of or dealing with the reversion to this Lease)
            which are now or may at any time hereafter during the Term be
            payable in respect of the Premises or charged on the owner or
            occupier in respect thereof

      4.2.2 To pay all VAT which may from time to time (whether by the election
            by the Landlord or otherwise) be charged or payable on the reserved
            rents

      4.2.3 To pay for all gas electricity and water consumed on the Premises
            and for all telephone charges and all rent in respect of the
            telephone with any rent in respect of the telephone for a period
            partly before or after the Term being apportioned and to observe and
            perform at the Tenant's expense all present and future regulations
            and requirements of the supply authorities

      4.2.4 TO pay the Landlord within fourteen days of demand a fair and proper
            proportion of the Maintenance Charge payable by the Landlord under
            the Deed of Grant

4.3   To repair

      At all times during the Term well and substantially to repair replace and
      rebuild reinstate and renew (where beyond economic repair) maintain and
      cleanse and keep the Premises in good and substantial repair and condition
      (excepting damage or destruction of the Premises resulting from the
      occurrence at the Premises of any of the Insured Risks save to the extent
      (if at all) that the insurance moneys shall be irrecoverable in
      consequence of any act or default of the Tenant or persons under its
      control unless the Tenant has repaid such monies to the Landlord under
      clause 4.14.5) And also as and when necessary to replace any landlord's
      fixtures belonging to the Premises with new ones which are similar in type
      and quality


                                     - 61 -
<PAGE>

4.4   To redecorate

      Without prejudice to the generality of the provisions of clause 4.3 in the
      fifth year and every subsequent fifth year after that date and also in the
      last six months of the Term (whether determined by effluxion of time or
      otherwise but not so as to require decoration twice in the same year or in
      two consecutive years) to have professionally prepared and to paint
      redecorate or paper with paper of a suitable quality or otherwise treat as
      the case may be all internal parts of the Premises previously or usually
      so treated and to wash down all washable surfaces such painting and
      redecorating to be in the last year of the Term (unless the Tenant is to
      be granted a new lease) of a colour previously approved by the Landlord
      all such works to be carried out in a good and workmanlike manner to the
      reasonable satisfaction of the Landlord

4.5   To yield up

      At the expiration or sooner determination of the Term peaceably and
      quietly to yield up the Premises together with all additions and
      improvements made thereto in the meantime and all fixtures and fittings
      which during the Term may be affixed or fastened to or upon the Premises
      (excluding Tenant's fixtures and fittings) and in such state and condition
      as shall in all respects be consistent with a full and due performance by
      the Tenant of the covenants contained in these Presents

4.6   To comply with statutes

      At all times during the Term to observe and comply in all respects with
      the provisions and requirements of any and every Enactment (including but
      without prejudice to the generality of the foregoing the Offices Shops and
      Railway Premises Act 1963 and the Factories Act 1961 the Fire Precautions
      Act 1971 the Defective Premises Act 1972 and the Health and Safety at Work
      etc. Act 1974) so far as they relate to or affect the Premises or any
      additions or improvements thereto or the user thereof for any purpose or
      the use or employment therein of any person or persons or any fixtures
      machinery plant or chattels for the time being affixed thereto or being
      thereupon or used for the purposes thereof and to execute all works and
      provide and maintain all arrangements which by or under any Enactment or
      by any government department local authority or other public authority or
      duly authorised officer or


                                     - 62 -
<PAGE>

      Court of competent jurisdiction acting under or in pursuance of any
      Enactment are or may be directed or required to be executed provided and
      maintained at any time during the Term upon or in respect of the Premises
      or any additions or improvements thereto or in respect of any such user
      thereof or employment therein of any person or persons or fixtures
      machinery plant or chattels as aforesaid whether by the owner or occupier
      thereof

4.7   To comply with notices

      Within seven days of the receipt of notice of the same to give full
      particulars to the Landlord of any permission notice order or proposal for
      a notice or order made given or issued to the Tenant by any government
      department local or public authority under or by virtue of any Enactment
      and if so required by the Landlord to produce such permission notice order
      or proposal for a notice or order to the Landlord And also without delay
      to take all reasonable and/or necessary steps to comply with any such
      notice or order And also at the request and joint cost of the Landlord and
      Tenant to make or join with the Landlord in making such objections or
      representations against or in respect of any such notice order or proposal
      as aforesaid as the Landlord shall reasonably deem expedient

4.8   To comply with Planning Acts

      4.8.1 At all times during the Term to comply in all respects with the
            provisions and requirements of the Planning Acts and of all consents
            permissions and conditions (if any) granted or imposed or having
            effect thereunder so far as the same respectively relate to or
            affect the Premises or any part thereof or any operations works acts
            or things already or hereafter to be carried out executed or done or
            omitted thereon or the use thereof for any purpose and

      4.8.2 During the Term as often as occasion shall require at the expense in
            all respects of the Tenant to obtain from (as the case may be) the
            local planning authority or the Secretary of State for the
            Environment all such consents and permissions (if any) as may be
            required for the carrying out


                                     - 63 -
<PAGE>

            of any operations on the Premises or the institution or continuance
            thereon of any use thereof which may constitute Development but so
            that no application for Planning Permission shall be made without
            the previous written consent of the Landlord (such consent not to be
            unreasonably withheld or delayed where consent for such operations
            under this lease cannot be unreasonably withheld or delayed) and

      4.8.3 To pay and satisfy any charge which may hereafter be imposed under
            the Planning Acts in respect of the carrying out or maintenance of
            any such operations or the institution or continuance of any such
            use as aforesaid and

      4.8.4 Notwithstanding any consent which may be granted by the Landlord
            under these Presents not to carry out or make any alteration or
            addition to the Premises or any change of use thereof (being an
            alteration or change of use which is prohibited by or for which the
            Landlord's consent is required to be obtained under these Presents
            and for which a Planning Permission needs to be obtained) before a
            Planning Permission therefor has been produced to the Landlord and
            acknowledged by the Landlord in writing (acting reasonably) as
            satisfactory to it but so that the Landlord may refuse so to express
            its satisfaction with any such Planning Permission on the ground
            that the period thereof or any condition contained therein or
            anything omitted therefrom in the reasonable opinion of the
            Landlord's surveyor would be or be likely to be prejudicial to its
            interest in the Premises

      4.8.5 Unless the Landlord shall otherwise direct to carry out and complete
            before the expiration or sooner determination of the Term any works
            stipulated to be carried out to the Premises by a date subsequent to
            such expiration or sooner determination as a condition of any
            Planning Permission granted on the application of the Tenant or any
            permitted subtenant for any Development begun before such expiration
            or sooner determination and


                                     - 64 -
<PAGE>

      4.8.6 If the Landlord reasonably so directs to make application to the
            relevant planning authority for a determination whether any
            alteration change of use or other action or proposal by the Tenant
            requires permission under the Planning Acts and to give written
            notice to the Landlord of the decision of the relevant authority
            upon any such application forthwith and

4.9   To permit entry

      To permit the Landlord and its Surveyors or properly authorised agents at
      all reasonable hours in the daytime on reasonable prior notice being given
      (or without prior notice in emergency) but not more frequently than is
      reasonable to enter the Premises or any part thereof to view the same and
      examine the state and condition thereof or to take inventories of the
      fixtures and fittings therein or to make any inspection which may be
      required for the purposes of valuation and/or the Landlord and Tenant Acts
      1927 and 1954 or any other Enactment for the time being affecting the
      Premises or to deal at the relevant time with the assessment of Current
      Market Rent and the revised rent pursuant to the provision of the Third
      Schedule the person or persons entering making good to the Tenant in a
      reasonable manner any damage thereby occasioned to the Premises and
      causing as little inconvenience to the Tenant as reasonably possible

4.10  To remedy defects

      To repair and make good to the reasonable satisfaction of the Landlord's
      surveyor all breaches of covenant defects and wants of reparation for
      which the Tenant may be liable under the covenants herein contained of
      which notice shall have been given by the Landlord to the Tenant and to
      have started and be diligently proceeding with the same within 60 days
      after the giving of such notice or sooner if requisite

4.11  To permit Landlord to enter to remedy defects

      That if the Tenant shall at any time make default in the performance of
      any of the covenants herein contained relating to the repair maintenance
      rebuilding renewing reinstating decoration cleansing or condition of the
      Premises or any part thereof


                                     - 65 -
<PAGE>

      within the period specified in clause 4.10 after notice has been given as
      aforesaid it shall be lawful for the Landlord and its agents and workmen
      (but without prejudice to the right of re-entry hereinafter contained) to
      enter upon the Premises or any part thereof and at the expense of the
      Tenant to carry out such repairs maintenance rebuilding renewing or
      reinstating cleansing or decoration as may be necessary in accordance with
      the covenants and provisions herein contained and the costs and expenses
      thereof including any Surveyors' or agents' fees together with interest at
      the Prescribed Rate calculated from day to day from the date on which the
      Landlord or its agents or workmen first incurred such costs and expenses
      shall be paid by the Tenant to the Landlord on demand and such amount
      shall be a debt recoverable by the Landlord

4.12  To permit Landlord's notices

      To permit the Landlord or its agents at any reasonable time to enter upon
      the Premises and to fix and retain without interference upon any suitable
      part or parts thereof a notice board or bill for re- letting the same or
      selling the Landlord's interest therein and in a form and of a size
      previously approved by the Tenant acting reasonably and without delay and
      that the Tenant will not remove or obscure the same and will permit all
      persons by order in writing of the Landlord or its agents to view the
      Premises at reasonable hours in the daytime on reasonable notice (not
      being more than 48 hours) without interruption

4.13  To pay fees

      To pay to the Landlord all costs charges and expenses (including but
      without prejudice to the generality of the foregoing solicitors' costs
      counsels' architects' and surveyors' and other professional fees) properly
      incurred by the Landlord:

      4.13.1 Incidental to or in contemplation of the preparation and service of
             a notice under Section 146 of the Law of Property Act 1925 or in or
             in the contemplation of any proceedings under Section 146 or 147 of
             the said Act (whether or not any right of re-entry or forfeiture
             has been waived by the Landlord or a notice served under the said
             Section 146 is complied


                                     - 66 -
<PAGE>

             with by the Tenant or the Tenant has been relieved under the
             provisions of the said Act and notwithstanding forfeiture is
             avoided otherwise than by relief granted by the Court)

      4.13.2 Incidental to or in contemplation of the preparation and service of
             a schedule of dilapidations or notice to repair at any time during
             or within three months after the expiration of the Term

      4.13.3 In connection with or in procuring the remedying of any breach of
             covenant on the part of the Tenant contained in this Lease
             including (but without prejudice to the generality of the
             foregoing) Bailiff's fees and commissions

      4.13.4 In connection with any application for consent required by this
             Lease (such costs to include management fees and expenses and costs
             relating to the preparation or negotiation of any authorised
             guarantee agreement under the 1995 Act) whether or not such
             application is withdrawn by the Tenant or consent be granted
             refused or proffered subject to qualification save where such
             refusal or qualification is held to be unreasonable

      4.13.5 In connection with any application or notice or claim with regard
             to improvements or alleged improvements to the Premises pursuant to
             the Landlord and Tenant Acts 1927 and 1954 or similar Enactments

      4.13.6 In connection with the approval and supervision of any permitted
             works or any works required by or in pursuance of any Enactment to
             or affecting the Premises

      4.13.7 In connection with or in procuring an independent professional
             valuation of the Premises no more frequently than once every three
             years for the purposes of determining the amount for which the
             Premises should be insured


                                     - 67 -
<PAGE>

4.14  Insurance

      4.14.1 Not to vitiate insurance

             Not to do or omit any act matter or thing whatsoever the doing or
             omission of which would make void or voidable the whole or any part
             of any policy of insurance effected on the Premises or cause the
             premiums payable in respect of any insurance effected in relation
             to the Premises to be increased beyond the normal rate

      4.14.2 To pay additional premium

             To pay to the Landlord on demand the amount of any increase in the
             insurance premium payable where such increase is attributable to
             the use or occupation of the Premises or any act or omission of the
             Tenant

      4.14.3 To give notice of damage

             In the event of the Premises or any part thereof being destroyed or
             damaged by any of the Insured Risks to give notice thereof to the
             Landlord immediately upon its coming to the knowledge of the Tenant

      4.14.4 To comply with requirements

             At all times during the Term to comply with all requirements and
             recommendations from time to time of the appropriate authority and
             of the insurers in relation to fire precautions affecting the
             Premises and at the expense of the Tenant to keep the Premises
             sufficiently supplied and equipped with fire fighting extinguishing
             apparatus and appliances of a type to be approved from time to time
             by the Landlord acting reasonably and suitable in all respects to
             the type of user of or business or trade carried on upon the
             Premises which shall be open to the inspection and maintained to
             the satisfaction of the Landlord and also not to obstruct the
             access to or means of working such apparatus and appliances by
             their operations at or connected with the Premises


                                     - 68 -
<PAGE>

      4.14.5 To fund rebuilding if insurance avoided

             In the event of the Premises or any part thereof being destroyed or
             damaged by any of the Insured Risks and the insurance money under
             any insurance against the same effected thereon by the Landlord
             being wholly or partly irrecoverable by reason solely or in part of
             any act or default of the Tenant then and in every such case the
             Tenant will forthwith (in addition to the rents reserved by these
             Presents) pay to the Landlord the whole or (as the case may
             require) a fair proportion of the cost of completely rebuilding and
             reinstating the same including professional fees and interest on
             capital and all incidental costs and expenses

4.15  Not to alter services

      Not at any time during the Term to make any material alteration or
      addition to the electrical installation or other services in the Premises
      without also first obtaining the previous consent in writing of the
      Landlord such consent not to be unreasonably withheld or delayed and in
      any event not to make any alteration or addition to the electrical
      installation of the Premises save in accordance with the terms and
      conditions laid down by the Institution of Electrical Engineers and the
      Regulations of the Electricity Supply Authority or other competent
      statutory authority or undertaker (as the case may be)

4.16  Alterations

      4.16.1 Structural

             Not to cut maim alter or remove any part of the Premises or to make
             any structural alteration or any alteration in the plan or
             elevation or affect alter or modify the external appearance of the
             Premises or make any addition thereto save that the Tenant may with
             the previous consent in writing of the Landlord (which shall not be
             unreasonably withheld or delayed) cut holes in the walls or floor
             slabs in order to install internal


                                     - 69 -
<PAGE>

             cabling to service the Tenant's fittings and equipment so far as
             such cabling does not affect any plant or equipment outside the
             Premises

      4.16.2 Non-structural

             Subject to clause 4.16.1 not without the previous consent in
             writing of the Landlord (such consent not to be unreasonably
             withheld or delayed and if granted to be without prejudice
             nevertheless to the provisions of clauses 4.8 4.15 and 4.24 hereof)
             nor except in accordance with plans and specifications (with such
             additional copies thereof as the Landlord may require) previously
             submitted to and approved by the Landlord nor except to the
             satisfaction of the Landlord's surveyor to make any non-structural
             alteration to the Premises or any part thereof provided that the
             Landlord may (if reasonable) as a condition of giving its consent
             require that the Tenant shall on the expiration or other
             determination (howsoever determined) of the Term restore and
             reinstate the Premises or the part or parts affected to the
             condition they were in prior to the giving of such consent

      4.16.3 Partitioning

             Notwithstanding clause 4.16.2 but subject to clause 4.16.1 the
             Tenant may erect, alter or remove internal demountable partitioning
             without the consent of the Landlord subject to providing the
             Landlord with detailed plans of such works not less than one month
             before carrying out the same

4.17  Use of the Premises

Not to use the Premises or any part thereof otherwise than for the Permitted Use
and for no other purpose whatsoever

      4.17.1 Not to sell by auction

             Not to permit or suffer any sale by auction to be held within or
             upon the Premises and not to allow or suffer any goods or wares
             whatsoever to be sold or exhibited otherwise than from within the
             Premises and not to


                                     - 70 -
<PAGE>

             solicit for customers or transaction business on the pavement
             outside the Premises or suffer the same to be done

      4.17.2 Signs notices etc.

             Not to place on the exterior of the Premises or on the windows or
             inside the windows or showcase or other frontage display area
             within the Premises so as to be visible from the exterior of the
             Premises any name writing notice sign placard sticker or
             advertisement other than a suitable sign of a size and kind first
             approved in writing by the Landlord (such approval not to be
             unreasonably withheld or delayed) showing the Tenant's name and
             business

      4.17.3 Not to use for certain purposes

             Not at any time to use the Premises or any part thereof or allow
             the same to be used for any public meeting exhibition or
             entertainment or for any illegal or immoral purpose or for any
             noisy noxious or offensive trade business or occupation nor permit
             any musical instrument gramophone wireless loud speaker or similar
             apparatus to be played or used thereon so as to be audible from
             outside the Premises nor permit or suffer any part of the Premises
             to be used as a sex shop or as a residence or sleeping place for
             any person or persons nor the whole or any part thereof for the
             purpose of any betting transaction within the meaning of the
             Betting Gaming and Lotteries Act 1963 or for gaming within the
             meaning of the Gaming Act 1968 with or between persons resorting to
             the Premises or for a club where intoxicating liquor is supplied to
             members or their guests and not to make or permit or suffer to be
             made any application for a betting office licence or a licence or
             registration under the Gaming Act 1968 in respect of the Premises
             or any part thereof


                                     - 71 -
<PAGE>

4.18  Not to cause nuisance

      Not to do in or upon the Premises or any part thereof anything which shall
      or may be or become or cause a nuisance disturbance injury or damage to
      the Landlord or the owners lessees or occupiers of any adjoining or
      neighbouring premises

4.19  Not to permit encroachments

      Not knowingly to permit any person or body to acquire any right of light
      or air or other easement wayleave right privilege or encroachment over the
      Premises nor to stop up darken or obstruct any window belonging to the
      Premises and forthwith to notify the Landlord of any attempt thereat and
      to permit the Landlord and their agents to enter upon the Premises for the
      purpose of ascertaining the nature of any such encroachment wayleave
      easement right or privilege and at the request of the Landlord but at the
      joint cost of the Landlord and the Tenant to adopt such means as may be
      required or deemed proper for preventing any such encroachment or the
      acquisition of any such easement right or privilege

4.20  Alienation

      4.20.1 That the Tenant (which expression in this clause shall include any
             person deriving title under the Tenant including any undertenant
             whether immediate or not) will not in any circumstances whatsoever:

             (a)  assign underlet part with or share possession or occupation of
                  the Premises as a whole except as regards an assignment or
                  underletting where the conditions of clauses 4.20.2 to 4.20.11
                  (inclusive) have been fulfilled nor to charge or mortgage the
                  whole without giving notice first to the Landlord of the
                  intention so to do or

             (b)  charge mortgage assign underlet part with or share possession
                  or occupation of any part or parts only of the Premises except
                  as regards an underletting where the conditions of clauses
                  4.20.3 to 4.20.11 (inclusive) have been fulfilled


                                     - 72 -
<PAGE>

             (c)  execute any declaration of trust with regard to the whole or
                  any part of the Premises or these presents or hold the same on
                  trust for any person

      4.20.2 That the Tenant will not assign the Premises:-

             (a)  Except to an assignee who shall (if reasonably required by the
                  Landlord) first have procured a covenant with the Landlord by
                  an acceptable guarantor or guarantors in the terms (mutatis
                  mutandis) set out in the Second Schedule hereto

             (b)  Unless the tenant for the time being has first entered into an
                  authorised guarantee agreement with the Landlord pursuant to
                  section 16 of the 1995 Act guaranteeing the performance by the
                  assignee of the covenants on the part of the Tenant contained
                  in this Lease in the terms (mutatis mutandis) set out in the
                  Second Schedule hereto until the assignee is released from its
                  covenants by virtue of the 1995 Act or the expiry of the
                  Contractual Term (whichever shall be the sooner)

             (c)  Unless any guarantor of the tenant for the time being has
                  first entered into a sub-guarantee (in a form reasonably
                  required by the Landlord) guaranteeing the obligations of the
                  tenant contained in any authorised guarantee agreement
                  provided pursuant to clause 4.20.2 (a) above

             (d)  To a Group Company:

             (e)  Unless the proposed assignee at the date of application is in
                  the reasonable opinion of the Landlord a company which is
                  capable of paying the rents and performing the tenant's
                  covenants under this Lease

             (f)  Unless the Tenant has paid all Principal Rent Insurance Rent
                  and any other material sums due under this Lease prior to the
                  date of


                                     - 73 -
<PAGE>

                  assignment which (in the case of those other sums) are not the
                  subject of a genuine dispute

             (g)  Unless the proposed assignee and any proposed guarantor are
                  not entitled to claim sovereign or diplomatic immunity from
                  any of the material covenants and obligations contained in
                  this Lease

      4.20.3

             Not to underlet the whole of the Premises without the consent of
             the Landlord (not to be unreasonably withheld or delayed) PROVIDED
             THAT:-

             (a)  The rent to be reserved by the Tenant shall not be less than
                  the market rent reasonably obtainable without taking a fine or
                  premium and

             (b)  Any underlease shall contain:-

                  (i)   An absolute prohibition against charging or assigning
                        part of the Premises parting with possession or sharing
                        occupation of the Premises or part thereof or
                        sub-underletting part of the Premises and

                  (ii)  A covenant on the part of the undertenant to pay the
                        rents and other sums reserved by and observe and perform
                        the covenants on the lessee's part contained in the
                        underlease and not suffer or permit at or in relation to
                        the sub-let premises any or thing which would or might
                        be constitute a breach of such covenants or conditions

                  (iii) A covenant on the part of the undertenant not to do or
                        omit suffer or permit at or in relation to the sub-let
                        premises any act or thing which would or might cause the
                        Tenant to be in breach of or which if done omitted
                        suffered or permitted by the Tenant would or might


                                     - 74 -
<PAGE>

                        constitute a breach of the covenants on the lessee's
                        part of conditions contained in this Lease

             (c)  Prior to entering into any underlease of part of the Premises
                  or an underletting of the whole of the Premises for a term of
                  5 years or less the parties thereto shall obtain and produce
                  to the Landlord an order from the court authorising the
                  exclusion of Section 24 to 28 inclusive of Landlord and Tenant
                  Act 1954 in relation to the underletting

             (d)  Such exclusion provisions shall be duly contained in the
                  underlease

      4.20.4 Not to underlet part only of the Premises except with the consent
             of the Landlord (not to be unreasonably withheld or delayed)
             PROVIDED THAT:-

             (a)  No more than 10 such underlettings shall be permitted to exist
                  at any one time

             (b)  The Premises shall not at any time being in the occupation of
                  more than 10 persons as tenants or sub-tenants of whom the
                  Tenant (including any Group Company) whilst in occupation
                  shall count as one

             (c)  Such rent shall be the market rent reasonably obtainable
                  without taking fine or premium

             (d)  Any underlease shall contain:-

                  (i)   An absolute prohibition against charging or assigning of
                        part of the underlet premises parting with possession or
                        sharing occupation of the underlet premises or part
                        thereof or sub-underletting the whole or part of the
                        underlet premises


                                     - 75 -
<PAGE>

                  (ii)  A covenant on the part of the undertenant to pay the
                        rents and other sums reserved by and observe and perform
                        the covenants on the lessee's part contained in the
                        underlease and not suffer or permit at or in relation to
                        the sub-let premises any act or thing which would or
                        might constitute a breach of such covenants or
                        conditions (provided that any underletting for a term of
                        five years or less need not contain any provision for
                        rent review nor a full repairing liability)

                  (iii) A covenant on the part of the undertenant not to do omit
                        suffer or permit at or in relation to the sub-let
                        premises any act or thing which would or might cause the
                        Tenant to be in breach of or which if done omitted
                        suffered or permitted by the Tenant would or might
                        constitute a breach of the covenants on the lessee's
                        part of the conditions contained in this Lease

                  (iv)  Prior to entering into any underlease the parties
                        thereto shall obtain and produce to the Landlord an
                        order from the court authorising the exclusion of
                        Sections 24 to 28 inclusive of the Landlord and Tenant
                        Act 1954 in relation to the underletting and

                  (v)   Such exclusion provisions shall be duly contained in the
                        underlease

      4.20.5 To incorporate or procure the incorporation in every permitted
             mediate or immediate underlease such provisions as are necessary to
             ensure that any such underlease is in all respects consistent with
             the provisions of this Lease and that the rent thereunder is
             reviewed on the dates provided for review of rent hereunder and
             that (subject to clause 4.20.4 above) any further dealing with the
             premises thereby demised shall be subject to the consent of the
             Landlord


                                     - 76 -
<PAGE>

      4.20.6 Not without the consent of the Landlord (not to be unreasonably
             withheld or delayed) to vary or permit or suffer any variation of
             the terms of any mediate or immediate underlease or accept any
             surrender of all or part of the premises comprised in any such
             underlease

      4.20.7 Upon a review of the rent reserved by any such underlease to keep
             the Landlord informed at all times of the progress of such review
             and to obtain the approval of the Landlord to the amount of any
             reviewed rent the identity of any expert or arbitrator and the form
             and content of any submission made to any expert or arbitrator and
             at the expense of the Tenant to submit to any expert or arbitrator
             such representations as the Landlord shall reasonably require

      4.20.8 Nothing in this clause 4.20 shall prevent the Tenant from sharing
             occupation of the whole or any part of the Premises with any
             company which is for the time being a Group Company of the Tenant
             subject to (a) the Tenant giving the Landlord written notice of the
             sharing of occupation and the name of the Group Company concerned
             within 10 working days after the sharing begins (b) the Tenant and
             that Group Company remaining Group Companies whilst the sharing
             lasts and (c) the sharing not creating the relationship of Landlord
             and Tenant between the Tenant and that Group Company

4.21  To register devolutions

      To give notice in writing of every assignment assent transfer underlease
      mortgage charge or devolution of or other instrument relating to or
      affecting the Premises and of the name address and description of the
      assignee or person upon whom the relevant term may have devolved or of the
      undertenant mortgagee or chargee and to produce a certified copy of such
      assignment assent transfer underlease mortgage or charge or any Probate or
      Letters or Administration or other instrument in any way relating to or
      affecting the Premises within fourteen days after the execution or grant
      thereof to the solicitors of the Landlord and to pay their reasonable fees
      for the


                                     - 77 -
<PAGE>

      registration in respect of each such instrument including any fee payable
      to any Superior Landlord

4.22  Not to display advertisements

      Not (except in accordance with the provisions of clause 4.17.2 hereof) to
      place affix or exhibit to or upon the outside of the Premises or in or
      upon the windows thereof any sign signboard advertisement hoarding fascia
      placard bill notice poster or other notification whatsoever and on the
      expiration or sooner determination of the Term to remove or efface any
      sign signboard advertisement hoarding fascia placard bill notice poster or
      other notification as aforesaid and to make good any damage caused thereby
      to the reasonable satisfaction of the Landlord

4.23  Not to overload

      Not to suspend or permit or suffer to be suspended or permit or suffer to
      be suspended any heavy load from the ceilings or main structure of the
      Premises nor to load or to use or permit or suffer to be loaded or used
      the floor or structure of the Premises in any manner which will in any way
      impose a weight or strain in excess of that which the Tenant has
      previously been notified in writing such premises are constructed to bear
      with due margin for safety or which will in any way strain or interfere
      with the main supports thereof and in the event of any dispute between the
      Landlord and the Tenant as to the safety margin in relation to the weight
      or strain placed on the Premises the Tenant shall if reasonably required
      forthwith arrange at its own cost and expense for a suitably qualified and
      experienced structural engineer to be instructed by it to inspect the
      Premises and to prepare a report on the result of such inspection to
      establish whether there will be any overloading as aforesaid and will
      provide a copy for the Landlord and the decision of the said structural
      engineer in this matter shall be final but for the avoidance of doubt the
      risk of proceeding shall lie with the Tenant in any event

4.24  Not to store inflammable or dangerous substances

      Not to keep store or use in the Premises any petrol benzol or any other
      highly inflammable spirit liquor fluid or substance or any materials which
      may attack or in


                                     - 78 -
<PAGE>

      any way injure by percolation corrosion vibration or otherwise the
      structure of any building comprised therein or the keeping storage or
      using whereof may contravene any general or local Acts of Parliament or
      any local regulation or bye-law or constitute a nuisance to the occupiers
      of neighbouring or adjoining premises

4.25  Not to obstruct drains

      Not to obstruct the drains by oil grease or other deleterious matter but
      to clean the same as often as may be necessary

4.26  To clean windows and lighting

      To clean the windows (including the plate glass therein and any roof and
      pavement lights) of the Premises internally and externally at least once
      in every quarter

4.27  To comply with regulations

      To comply With all reasonable regulations imposed from time to time by the
      Landlord for the orderly and convenient management of the Estate

4.28  To indemnify

      To indemnify and keep indemnified the Landlord from liability (and from
      all proceedings costs claims and demands whatsoever in respect thereof) in
      respect of any injury to or the death of any person or damage to any
      property movable or any immovable out of the breach of any of the tenant's
      covenants contained in this Lease or any act omission neglect or default
      of the Tenant or any persons in the Premises expressly or impliedly with
      the Tenant's authority

4.29  To give notice of defects

      To give immediately written notice to the Landlord of any defect in or
      damage to the Premises or any part thereof of which the Tenant is aware
      which might reasonably give rise to a duty imposed by common law or any
      Enactment on the Landlord in favour of the Tenant or any other person


                                     - 79 -
<PAGE>

4.30  To disclose information

      Upon making any application or request in connection with the Premises or
      the provisions of this Lease to disclose to the Landlord such information
      as the Landlord may reasonably require and from time to time on demand
      during the Term (but not more frequently than is reasonable) and to
      furnish the Landlord with full particulars of all derivative interests of
      or in the Premises howsoever remote or inferior including particulars of
      the rent or rents and service and maintenance charges payable in respect
      of such derivative interests

4.31  To pay interest

      On all sums payable under this Lease (including rent) to pay interest at
      the Prescribed Rate on any sum not paid within 14 days of the date upon
      which any such sum or sums become due such interest to be payable from the
      date upon which any such sum or sums become due until the date of payment
      thereof such interest to be recoverable as if the same were so much rent
      in arrear reserved by these Presents and to be paid hereunder before as
      well as after any judgment

4.32  To observe covenants etc

      At all times during the Term to observe and perform the covenants
      conditions or other matters (if any) contained or referred to in the
      entries on the Title Number NGL776788 so far as the same are for the time
      being enforceable and capable of taking effect

4.33  Surety

      Within fourteen days after the death during the Term of the Surety or of
      any person who has or shall have guaranteed to the Landlord the payment of
      the said rents and the observance and performance of the covenants on the
      part of the Tenant herein contained or if such person becomes bankrupt or
      has a receiving Order or an interim Order under Part VIII of the
      Insolvency Act 1986 made against him or being a company suffers a receiver
      to be appointed or has a winding up resolution made against it or it
      enters into liquidation or it has an Administration Order under the said


                                     - 80 -
<PAGE>

      Act made against it or enters into a creditors' voluntary arrangement
      under Part I of the said Act then to give notice thereof to the Landlord
      and if so required by the Landlord at the expense of the Tenant within
      twenty-eight days of any such requirement to procure from some other
      person acceptable to the Landlord acting reasonably covenants in the form
      set out in the Second Schedule hereto

5.    LANDLORD'S COVENANTS

The Landlord hereby covenants with the Tenant as follows:-

5.1   Quiet enjoyment

      That the Tenant paying the said rents hereby reserved and observing and
      performing the covenants conditions and agreements hereinbefore contained
      on the Tenant's part to be observed and performed shall and may quietly
      enjoy the Premises during the Term without any interruption by the
      Landlord or persons lawfully claiming under the Landlord

5.2   To insure

      To insure the Building and to keep the same insured in the Full
      Reinstatement Value against the Insured Risks and in respect of the loss
      of rent payable hereunder for not less than three years and if so required
      (not more often than once per year) to produce evidence of payment of the
      current premium for such insurance to the Tenant and reasonable evidence
      from the insurers of the terms of the insurance policy and the fact that
      the policy is subsisting and in effect and to notify the Tenant of any
      material change from time to time to the policy which affects the Premises
      and in case of destruction or damage to the Premises by any of the Insured
      Risks save to the extent (if at all) that

      5.2.1 Payment of any money payable under any policy of insurance shall be
            refused by reason of any act neglect or default of the Tenant (or
            persons under its control) (unless such monies have been paid to the
            Landlord pursuant to clause 4.14.5)


                                     - 81 -
<PAGE>

      5.2.2 Any national or local public or other proper authority shall
            lawfully refuse permission or otherwise lawfully prevent any
            rebuilding repair or reinstatement as necessary of the Premises

      to procure that all moneys (except for insurance moneys received in
      respect of loss of rent) received under or by virtue of any such policy of
      insurance as aforesaid shall with all due speed (subject to the necessary
      labour and materials being procurable) be laid out and applied in
      rebuilding repairing or otherwise reinstating the Building with the
      Landlord meeting any shortfall out of its own resources and it is hereby
      agreed and declared that if rebuilding repairing or reinstating of the
      Building shall be frustrated or incapable of performance the whole of the
      insurance moneys shall as between the Landlord and the Tenant belong to
      the Landlord with the exception of any insurance monies received in
      respect of the Tenant's fixtures and fittings which shall belong to the
      Tenant provided that on any material reconstruction rebuilding or
      reinstatement of the Building the Landlord shall use all reasonable
      endeavours either to procure from any contractor architect or engineer
      employed by the Landlord in any such reconstruction or reinstatement
      appropriate warranties in a form to be approved by the Tenant (such
      approval not to be unreasonably delayed) recording that the contractor or
      architect or engineer or other professional employed by the Landlord owe a
      duty of care to the Tenant or to procure that the duty of care owed to the
      Landlord in such building contract or contract of engagement is expressed
      also to benefit the Tenant and the rights of the Tenant under the Contract
      (Rights of Third Parties) Act 1999 are not excluded under such building
      contract or contract of engagement and provided also that in the event of
      substantial damage to or the destruction of the Premises by an Insured
      Risk the above provisions shall have effect as if they obliged the
      Landlord to rebuild or reinstate either in the form in which they were
      immediately before the occurrence of the destruction or damage or in that
      form with such modifications as:

      5.2.3 as may be required by any competent authority as a condition of
            granting any permissions


                                     - 82 -
<PAGE>

      5.2.4 the Landlord may reasonably make with the Tenant's prior written
            consent (such consent not to be unreasonably withheld or delayed) to
            reflect the current good building practice

      but so that the Landlord shall in any event provide in the Premises as
      rebuilt and reinstated accommodation for the Tenant in the same location
      which are no less convenient than those which existed immediately before
      the occurrence of such destruction or damage

5.3   Deed of Grant

      To comply with the obligations on the part of the Landlord under the Deed
      of Grant and to procure compliance by Choice Win Investment Limited of its
      obligations under the Deed of Grant

5.4   Structural Parts

      The Landlord shall keep the Structural Parts in good and substantial
      repair and condition

6.    PROVISOS

Provided always and it is hereby agreed:-

6.1   Forfeiture

      That these Presents are made upon the express condition that if:

      6.1.1 the said rents or any part thereof shall be unpaid for fourteen days
            after any of the days hereinbefore appointed for payment thereof
            whether the same shall have been lawfully demanded or not or

      6.1.2 Any covenant on the Tenant's part herein contained shall not be
            observed or performed or

      6.1.3 The Tenant being an individual or firm shall become bankrupt or
            compound or arrange with his or its creditors or be the subject of
            an


                                     - 83 -
<PAGE>

            interim order under the provisions of Part VIII of the Insolvency
            Act 1986 or being a Company shall without the previous consent in
            writing of the Landlord under the Companies Act 1985 be
            re-registered with unlimited liability or shall go into liquidation
            either compulsory or voluntary (except for the purpose of
            reconstruction or amalgamation not involving insolvency) or shall
            have a winding-up order or an administration order made in respect
            of it or be unable to pay its debts within the meaning of Section
            123 of the Insolvency Act 1986 or if an administrator or
            administrative receiver or receiver or manager shall be appointed or
            shall enter into a composition with its creditors or a scheme of
            arrangement of its affairs or

      6.1.4 The Tenant shall suffer any distress or execution to be levied on
            the goods of the Tenant at the Premises or becomes insolvent

      then and in any of the said cases and at any time thenceforth it shall be
      lawful for the Landlord or any person or persons authorised by the
      Landlord to re-enter into or upon the Premises or any part thereof in the
      name of the whole and to repossess and enjoy the same as if these Presents
      had not been made but without prejudice to any right of action or remedy
      of the Landlord in respect of any antecedent breach of any of the
      covenants by the Tenant pursuant to these Presents

6.2   Abatement of rent

      That if during the Term the Premises shall be destroyed or damaged by any
      Insured Risk so as to be unfit for occupation or use and save to the
      extent (if at all) that the policy or policies of insurance effected by
      the Landlord shall have been vitiated or payment of the policy moneys
      withheld or refused in consequence of any act neglect or default of the
      Tenant (or persons under its control) the Rents hereinbefore reserved or a
      fair proportion thereof according to the nature and extent of the damage
      sustained shall be suspended until the Premises shall have again been
      rendered fit for occupation and use by the Tenant or the expiration of the
      period in respect of which the Landlord shall have insured loss of rent
      (whichever shall be the earlier)


                                     - 84 -
<PAGE>

6.3   Disputes

      That any dispute arising as between the Tenant and the Landlord or the
      lessee or occupier of any adjacent or neighbouring premises belonging to
      the Landlord as to any easement right or privilege enjoyed or used in
      common as between the Premises and such adjacent or neighbouring premises
      shall be referred to a single surveyor who shall be appointed and who
      shall act in the same manner as the independent expert provided for in the
      Third Schedule insofar as appropriate and whose decision shall be binding
      upon all parties to the dispute

6.4   Rights

      The Tenant shall not be or become entitled to any right of access to light
      or air to the Premises or to any other right privilege or easement which
      would in any way restrict or interfere with the user of any adjoining or
      neighbouring property for building or any other purpose and section 62 of
      the Law of Property Act will not apply to this Lease

6.5   No warranty as to Planning Acts

      That nothing in these Presents shall be deemed to constitute a warranty by
      the Landlord that the Premises are authorised for use under the Planning
      Acts for any specific purpose or that the same are fit or usable or
      authorised for any purpose or in any other manner or way

6.6   Notices

      The provisions of Section 196 of the Law of Property Act 1925 as amended
      by the Recorded Delivery Service Act 1962 shall apply to all notices
      requires to be served hereunder

6.7   Acceptance of rent

      That no acceptance of or demand or receipt for rent by the Landlord after
      knowledge or notice received by the Landlord or its agents of any breach
      of any of the Tenant's covenants herein contained or implied shall operate
      as a waiver in whole or part of


                                     - 85 -
<PAGE>

      any such breach or of the Landlord's rights of forfeiture or re-entry in
      respect thereof and no person taking any estate or interest under the
      Tenant shall be entitled to set up any such acceptance of or demand or
      receipt for rent as a defence in any action or proceedings by the Landlord

6.8   Compensation

      That upon quitting the Premises the Tenant shall (if and in so far as it
      is lawful for the parties hereto to make such arrangement) not be entitled
      to any compensation whatsoever whether under the provisions of any
      legislation enacted before or after the date hereof or otherwise

6.9   Jurisdiction

      6.9.1 This Lease and all documents supplemental to it are and shall be
            governed by and construed in all respects in accordance with the law
            of England

      6.9.2 Each party hereto submits to the non-exclusive jurisdiction of the
            High Court of Justice of England in relation to any claim dispute or
            difference which may arise under this Lease and all documents
            supplemental to it and in relation to the enforcement of any
            judgment rendered pursuant to any such claim dispute or difference
            and for the purpose of Order 10 rule 3 of the Rules of the Supreme
            Court of England (or any modification or re-enactment thereof) each
            party situated out of the jurisdiction irrevocably agrees that any
            process may be served on it by leaving a copy thereof either at the
            address of any person registered with the Registrar of Companies
            pursuant to Part XXIII of the Companies Act 1985 (or any
            modification or re-enactment thereof) as being resident in Great
            Britain and authorised to accept on behalf of that party service of
            process and any notices required to be served on that party or at
            the Premises

6.10  Rights of Entry


                                     - 86 -
<PAGE>

      Any rights of entry reserved in favour of the Landlord or any other party
      in this Lease are subject to the following conditions:-

      6.10.1 they shall only be exercised upon reasonable written notice being
             not less than 48 hours (save in the case of emergency, when no
             notice shall be required);

      6.10.2 they shall only be exercised at reasonable times of day save in the
             case of emergency;

      6.10.3 the Landlord shall or shall procure that party exercising such
             right shall cause as little damage and interference as possible to
             the property and business of the Tenant and to the Premises and
             shall or shall procure that the party exercising such shall as soon
             as practicable remedy any damage so caused at its own cost and

      6.10.4 they shall only be exercised if the matter requiring entry
             could not reasonably be carried out without entry to the Premises

6.11  Contracts (Rights of Third Parties) Act 1999

      No term of this Lease may be enforced solely by virtue of section 1 of the
      Contracts (Rights of Third Parties) Act 1999

7.    DELIVERY AND 1995 ACT

7.1   The provisions of this Lease (other than those contained in this clause)
      shall have no effect until this Lease has been dated

7.2   It is hereby recorded that the tenancy created by this Lease is a new
      tenancy within the meaning of Section 1(3) of the 1995 Act

IN WITNESS whereof the parties hereto have executed this Lease as a Deed in
manner hereinafter appearing the day and year first above written


                                     - 87 -
<PAGE>


                      THE FIRST SCHEDULE above referred to

                                     Part 1

                                 Rights Granted

1.    The right at all times and for all purposes connected with the Premises to
      enter and exit the Premises on foot over the Common Parts

2.    The right to use the Conduits which do not form part of the Premises at
      the date of this Lease

3.    Rights of support and protection from the rest of the Building to the
      extent existing at the date of this Lease

4     The right for the Tenant (here meaning Razorfish Limited and Group
      Companies only) to name the Building subject to the Landlord's prior
      written consent (not to be unreasonably withheld or delayed)

                                     Part 2

                         (Rights excepted and reserved)

1.    The right of support and protection by the Premises for any adjoining
      subjacent and superimposed property of the Landlord or any extension
      thereof as requires such support and protection as the same is at present
      enjoyed from the Premises

2.    The right at any time to build or alter add to extend or redevelop any
      adjoining or neighbouring premises notwithstanding any interference with
      the access of light or air to the Premises

3.    The right of entry on to the Premises to enable the Landlord to comply
      with its obligations contained in the Deed of Grant

4.    The right to

4.1   inspect connect into repair and replace any Conduits in on under or over
      the Premises but which do not form part of the Premises


                                     - 88 -

<PAGE>

4.2   construct Conduits within the perpetuity period in on over or under the
      Premises in connection with the provision of services

4.3   connect into and use any Conduits which within that time form part of the
      Premises and

4.4   cut into any walls floors or ceilings at the Premises for these purposes

5.    The right to attach any equipment or notices to the Premises to comply
      with any legislation or any requirements of the insurers of the Building
      in a position to be approved by the Tenant (such approval not to be
      unreasonably withheld or delayed)

6.    The right to enter the Premises

6.1   to view the state and condition of the Premises to measure and undertake
      surveys of the Premises and to prepare schedules of condition or of
      dilapidations at the Premises

6.2   to show prospective purchasers of any interest in the Landlord's reversion
      or in the last six months of the Term (unless the Tenant has applied to
      the Court for a new tenancy under the 1954 Landlord and Tenant Act and is
      actively pursuing the same) to show prospective tenants over the Premises

6.3   to determine whether the Tenant is complying with its obligations in this
      Lease and on any occasion when the Tenant's covenants permit the Landlord
      to enter to remedy any breach of those obligations

6.4   in connection with the provision of the Services

6.5   in connection with any requirements of the insurers of the Premises

6.6   A right of escape through the Premises in emergency only if the usual
      escape routes provided within the Common Parts are either unusable or not
      available in whole or in part and if occupants of the Building or any part
      thereof can only escape from the Building by passing through the Premises
      or part or parts thereof

                     THE SECOND SCHEDULE above referred to


                                     - 89 -

<PAGE>

                               (Surety Covenants)

1.    The Surety in consideration of the demise or licence (or as the case may
      be) being made by the Landlord at its instance and request hereby
      covenants with and guarantees to the Landlord that the Tenant will at all
      times during the continuance of the demise pay the rents reserved by the
      Lease and all other sums and payments agreed to be paid by the Tenant at
      the respective times and in manner appointed for payment thereof and will
      also duly perform and observe and keep the several covenants and
      stipulations on the part of the Tenant contained in the Lease or any
      variation thereof and that the Surety will pay and make good to the
      Landlord all losses costs and expenses sustained by the Landlord through
      the default of the Tenant in respect of the before mentioned matters
      provided always that any neglect or forbearance of the Landlord in
      endeavouring to obtain payment of the said rents and payments as and when
      the same become due or its delay to take steps to enforce performance or
      observance of the several stipulations on the part of the Tenant and any
      time which may be given by the Landlord to the Tenant or the fact that the
      Tenant for the time being under the Lease may have ceased to exist shall
      not release or in any way lessen or affect the liability of the Surety
      under the guarantee on its part hereinbefore contained which shall
      continue notwithstanding any act or thing whereby but for this provision
      the Surety would have been released other than a release by deed of the
      Tenant by the Landlord

2.    The Surety hereby further covenants with the Landlord that:

      2.1   if the Tenant (being a Company) shall go into liquidation and the
            liquidator shall disclaim the Lease or

      2.2   if the Tenant (being a Company) shall be dissolved and the Crown
            shall disclaim the Lease or

      2.3   if the Tenant (being an individual) shall become bankrupt and the
            trustee in bankruptcy shall disclaim the Lease or


                                     - 90 -
<PAGE>

      2.4   if the Tenant shall apply under the Insolvency Act 1986 for an
            interim order or

      2.5   if the Lease shall be forfeited under the provisions in that behalf
            therein contained

      then in any such event the Landlord may within three months after any such
      disclaimer or application or forfeiture by notice in writing require the
      Surety to accept a lease of the Premises for a term equivalent to the
      residue which if there had been no disclaimer or forfeiture would have
      remained of the term granted by this Lease at the same rents and subject
      to the like covenants and conditions as are reserved by and contained in
      this Lease the said new lease and the rights and liabilities thereunder to
      take effect as from the date of such disclaimer or forfeiture and in such
      case the Surety shall pay the Landlord's proper costs of and accept such
      new lease accordingly and will execute and deliver to the Landlord a
      counterpart thereof

3.    The Surety hereby further covenants with the Landlord that from time to
      time upon written request by the Landlord or its successors acting
      reasonably the Surety or the survivor of them or their respective personal
      representatives will enter into covenants with any successors in title of
      the Landlord or other party for the time being entitled to the reversion
      immediately expectant on the termination of this Lease in terms identical
      mutatis mutandis with the provisions of this Schedule

                      THE THIRD SCHEDULE above referred to

                                  (Rent Review)

1.    Terms

      In this Schedule the following expressions shall have the following
      meanings respectively viz:-


                                     - 91 -
<PAGE>

1.1   "Rent Review Date" shall mean each of the dates set out in the Particulars

1.2   "the Principal Rent" shall mean the annual rent first reserved or as
      subsequently increased in accordance with the provisions hereof

1.3   "Current Market Rent" shall mean the yearly rent at which the Premises
      might reasonably be expected to be let as a whole at the relevant Rent
      Review Date in the open market without a fine or premium and with vacant
      possession for a term equal to the unexpired residue of the Term by a
      willing landlord to a willing tenant on the relevant Rent Review Date with
      rent reviews at similar intervals and otherwise on the same terms and
      conditions in all other respects as this Lease other than the amount of
      rent reserved and any rent free period but including these provisions for
      rent review

1.4   upon the supposition (if not a fact) that

      1.4.1 the Premises remain in existence and have been fitted out by the
            Landlord at its own cost to the standard set out in the
            Specification annexed hereto and are fit for use by the incoming
            tenant for the purpose permitted by this Lease and that such
            purposes are permitted uses under the Planning Acts and

      1.4.2 the covenants and conditions on the part of the Tenant contained in
            this Lease have been duly observed and performed and

      1.4.3 if the Premises have been destroyed or damaged they have been fully
            restored and

      1.4.4 no work has been carried out to the Premises either before or after
            the date of this Lease by the Tenant or any permitted undertenant
            which has diminished the Current Market Rent


                                     - 92 -
<PAGE>

      1.4.5 any rent free period or rent concession which may be offered in the
            case of a new letting in the open market for fitting out purposes
            shall have expired or been given

1.5   there being disregarded

      1.5.1 any effect on rent of the fact that the Tenant or any permitted
            undertenant or their respective predecessors in title has been in
            occupation of the Premises and any goodwill attached to the Premises
            by reason of the carrying on thereat of the business of the Tenant
            or any permitted undertenant and

      1.5.2 any effect on rent of any improvement (which is authorised by the
            Landlord where this Lease so requires) of the Premises or any part
            thereof carried out by the Tenant or any permitted undertenant or
            any improvement of the Premises carried out by the Landlord entirely
            at the Tenant's cost both before and after the date of this Lease

1.6   "Independent Valuer" shall mean an independent Valuer appointed pursuant
      to paragraph 4 of this Schedule

2.    Increase

      The Principal Rent shall be subject to increases in accordance with the
      following provisions of this Schedule

3.    Notice

      The Landlord shall be entitled by notice in writing given to the Tenant at
      any time after the commencement of any period of twelve months preceding a
      Rent Review Date or at any time after a Rent Review Date to require a
      review of the Principal Rent and if upon any such review it shall be
      ascertained or determined that the Current Market Rent of the Premises at
      the Rent Review Date in question is greater than the Principal Rent
      payable immediately prior to such Rent Review Date then as


                                     - 93 -
<PAGE>

      from the Rent Review Date in question the Principal Rent shall be
      increased to the Current Market Rent so ascertained provided that in no
      circumstances shall the Principal Rent following any such review be less
      than the Principal Rent payable by the Tenant immediately prior to such
      Rent Review Date

4.    Determination

4.1   The Landlord and the Tenant may agree the amount of the Current Market
      Rent at any time but if they do not agree the Current Market Rent the
      amount of the Current Market Rent may be determined by the Independent
      Valuer acting as an independent expert

4.2   The Independent Valuer shall be nominated by the Landlord and the Tenant
      jointly or in the absence of an agreed nomination he shall be nominated by
      the President for the time being of the Royal Institution of Chartered
      Surveyors on the application either of the Landlord or of the Tenant

4.3   The Independent Valuer to be nominated shall be a valuer and chartered
      surveyor having not less than 10 years experience of leasehold valuation
      of property in the Centre of London being put to the same or similar use
      as the Premises

4.5   The provisions in paragraph 5 of this Schedule relating to expert
      determination proceedings shall apply as supplemented by the provisions of
      this paragraph 4

4.6   If the Independent Valuer refuses to act becomes incapable of acting or
      dies the Landlord or the Tenant may require the appointment of a
      replacement arbitrator or expert (as the case may be) in the same manner
      as applied to the original appointment but without further right of
      election under paragraph 4.1 on the part of the Landlord

4.7   Either party may pay such costs of the rent review required to be paid by
      the other as have been determined by the Independent Valuer if they remain
      unpaid for more than


                                     - 94 -
<PAGE>

      21 days after they have become due and then recover these and any
      incidental expenses incurred from the other party on demand

5.    Expert Determination

5.1   If an independent expert is appointed pursuant to the above provisions
      he shall be required to:-

      5.1.1 give notice to the Landlord and the Tenant allowing each of them to
            submit to him within such reasonable time as he may stipulate
            representations accompanied (if either of them so wish) by a
            statement of reasons and professional valuations or reports (as the
            case may be) of which copies are supplied to the other party and

      5.1.2 permit each of the Landlord and the Tenant to make a submission in
            respect of the other's reasons valuation and reports provided under
            paragraph 5.1.1 but

      5.1.3 neither the Landlord nor the Tenant may without the consent of the
            other disclose to the expert correspondence or other evidence to
            which the privilege of non-production ("without prejudice") properly
            attaches or refer to the same.

            But the expert shall not be bound by any such submission and he may
            make his determination as he thinks fit

5.2.  The determination of the independent expert shall be final and binding on
      the parties except in the case of manifest error

6.    Payment of increased rent


                                     - 95 -
<PAGE>

      If upon any Rent Review Date the amount of any increased rent shall not be
      ascertained or determined the Tenant shall continue to pay the Principal
      Rent at the yearly rate thereof payable immediately prior to the Rent
      Review Date in question until the quarter day next following the
      ascertainment or determination of any increased rent whereupon there shall
      be due as a debt payable by the Tenant to the Landlord on demand a sum
      equal to the amount by which the increased yearly rent shall exceed the
      Principal Rent previously payable apportioned on a daily basis from the
      Rent Review Date in question together with interest thereon at the base
      rate of the Royal Bank of Scotland plc or such other base rate as is used
      for the purpose of calculating the Prescribed Rate such interest to be
      calculated on the amount of each quarterly shortfall on a day to day basis
      from the date on which it would have been payable if the reviewed rent had
      been agreed on the relevant Rent Review Date

7.    Interim reviews

      If on any Rent Review Date there shall be in force any enactment which
      relates to the control of rents and which shall restrict interfere with or
      affect the right to revise the Principal Rent in accordance with the terms
      hereof then the Landlord shall be entitled once following each removal
      relaxation or modification of such enactment to serve notice (hereinafter
      called an "Interim Notice") upon the Tenant and from and after the date of
      service of each Interim Notice until the next Rent Review Date or the
      service of the next Interim Notice (whichever shall first occur) the
      Principal Rent shall be increased to the Current Market Rent at the date
      of service of the Interim Notice (if higher than the Principal Rent
      payable immediately prior thereto) and the provisions of this Schedule
      shall apply accordingly with the substitution of the said date of service
      of the Interim Notice for the relevant Rent Review Date provided that this
      procedure may be repeated as often as necessary

8.    Memorandum

      If upon any such review as aforesaid it shall be agreed or determined that
      the Principal Rent previously payable hereunder shall be increased the
      Landlord and the


                                     - 96 -
<PAGE>

      Tenant shall forthwith complete and sign a written memorandum recording
      the increased rent thenceforth payable

                               THE FOURTH SCHEDULE

                                     Part 1

                                (Service Charge)

1.    Definitions and Interpretation

In this Schedule the following expressions shall have the meanings specified
unless the context otherwise requires

1.1   "Annual Expenditure" the aggregate expenditure incurred or to be incurred
      by the Landlord during a Service Year in or incidental to all or any of
      the following items:

                        1.    fuel and Utilities used on the Common Parts or in
                              providing the matters listed in this definition

                        2.    maintenance and other contracts entered into' for
                              the provision of the matters listed in this
                              definition

                        3.    making such provisions as the Landlord reasonably
                              considers appropriate for anticipated future
                              expenditure including the provision and
                              replacement of any plant machinery lifts or
                              equipment used or to be used in connection with
                              the matters listed in this definition

                        4.    leasing any item used in providing the matters
                              listed in this definition

                        5.    the fees of managing agents retained by the
                              Landlord for the management of the Building the
                              provision of the matters listed in this definition
                              (or where any of those tasks is carried out by the
                              Landlord a similar charge of the Landlord for that
                              task) not exceeding 10 per cent of the Service
                              Charge


                                     - 97 -
<PAGE>

                        6.    any other works services or facilities which the
                              Landlord from time to time reasonably considers
                              desirable for the purpose of maintaining or
                              improving the services o facilities in or for the
                              Building which are for the general benefit of all
                              the occupiers of the Building and are in
                              accordance with the principles of good estate
                              management and which the Tenant approves such
                              approval not to be unreasonably withheld or
                              delayed

                        7.    Providing the Services

1.2   "Provisional Service Charge" the amount which in the reasonable opinion of
      the Landlord shall represent a fair estimate of the Service Charge for the
      Service Year in question provided that if it should appear necessary or
      appropriate to adjust the Provisional Service Charge during the Service
      Year the Provisional Service Charge may be increased or decreased as the
      case may be at any time

1.3   "Services" the services facilities amenities and items of expenditure
      specified in Part 2 of this Schedule

1.4   "Service Charge" a fair and proper proportion reasonably attributable to
      the Premises of the Annual Expenditure provided that if any lettable areas
      of the Building remain unlet then the Landlord shall be responsible for
      the proportionate part of the service charge which relates to such
      lettable areas and such cost shall not form part of the Service Charge

1.5   "Service Year" a calendar year expiring on 31 December or such other
      annual period as the Landlord shall decide

2.    Provision of the Services

2.1   The Landlord shall throughout the Term provide and carry out the Services
      in accordance with the principles of good estate management

2.2   The Landlord shall not be liable to the Tenant in respect of


                                     - 98 -
<PAGE>

      2.2.1 any failure or interruption in any of the Services by reason of
            necessary repair maintenance or replacement of any installations or
            apparatus or their damage or destruction or by reason of mechanical
            or other defect or breakdown or frost or other inclement conditions
            or shortage or fuel materials or labour or any other cause beyond
            the control of the Landlord but the Landlord shall use all
            reasonable endeavours to restore any such Services as soon as
            practicable

      2.2.2 any act or omission or negligence of any properly qualified person
            undertaking the Services or any of them employed in good faith on
            behalf of the Landlord

      2.2.3 any loss damage interference or annoyance suffered by the Tenant
            during the carrying out of the development of the remainder of the
            Estate and any other building construction repairs decorations
            additions alterations or other works whether structural or otherwise
            which are necessary or (in the reasonable opinion of the Landlord)
            desirable to the Estate

2.3   The Landlord may withhold add to or extend vary or alter the Services or
      any of the them from time to time with the consent of the Tenant (such
      consent not to be unreasonably withheld) so long as in doing so the
      Landlord complies with the principles of good estate management and acts
      reasonably in all the circumstances

3.    Statement of Annual Expenditure

3.1   The Landlord shall as soon as practicable after the end of each Service
      Year prepare and submit to the Tenant a statement of the Annual
      Expenditure for that Service Year containing a fair summary of the
      expenditure referred to in it and showing the Service Charge for that
      Service Year

3.2   The Landlord may include in any such statement such reasonable and proper
      provision calculated in accordance with the principles of normal
      accounting practice and good estate management for expenditure in any
      subsequent year as the Landlord acting reasonable shall from time to time
      consider appropriate


                                     - 99 -
<PAGE>

3.3   Any omission by the Landlord to include in any such statement any sum
      expended or liability incurred in that Service Year shall not preclude the
      Landlord from including such sum or the amount of such liability in an
      account for any subsequent year

4.    Payment of the Service Charge

4.1   The Tenant shall pay to the Landlord on account of the Service Charge on
      the 25th March 24th June 29th September and 25th December in each year (or
      such other quarterly or half yearly days as shall be notified in writing
      to the Tenant) one quarter of the Provisional Service Charge (or one half
      where the Landlord shall specify half yearly days for payment)

4.2   If the Service Charge for any Service Year shall:-

      4.2.1 exceed the Provisional Service Charge payments made on account
            thereof the excess shall be paid by the Tenant to the Landlord
            within ten working days after written demand or at the option of the
            Landlord on the next day for payment by the Tenant

      4.2.2 be less than such payments on account the overpayment shall be
            allowed by the Landlord to the Tenant as a credit against payments
            to become due or (in the Service Year ending on or after the expiry
            of the Term) shall be repaid by the Landlord to the Tenant

5.    Continuation

The provisions of this schedule shall continue to apply for 12 months
notwithstanding the expiration or sooner determination of the Term but only for
the purposes of calculation and payment of the Service Charge for the period
down to such expiration or sooner determination

6.    Exclusions

For the avoidance of doubt, the costs of the following shall not form part of
the Annual Expenditure


                                    - 100 -
<PAGE>

6.1   the repair renewal maintenance or otherwise of any part of the Building
      (save where such insurance is vitiated through an act or default of the
      Tenant and the Tenant has not made good any shortfall) to the extent that
      any monies are recovered by the Landlord from any other insurance policy
      or third party and

6.2   any fees and expenses attributable to the recovery or review of rents
      payable by the tenants and other occupiers of the Estate or attributable
      to the letting of any other part of the Estate of any disposition or
      dealing with the Landlord's interest in the Estate or any part thereof

                                     Part 2

                                 (The Services)

1.    Cleaning renewing maintaining decorating lighting treating and repairing
      the Common Parts and the Structural Parts

2.    Heating and cooling the internal areas of the Common Parts between such
      hours and at such times of the year as the Landlord in its discretion
      considers appropriate

3.    Providing and replacing refuse containers for occupiers of the Building
      and arranging for the collection of refuse

4.    cleaning the outside and (where forming part of the Common Parts) the
      inside of all windows and glass at the Building

5.    providing operating inspecting maintaining repairing and replacing
      Conduits (other than Conduits which form part of the Premises or which do
      not belong to the Landlord)

6.    removing any obstruction on the Common Parts

7.    providing operating inspecting insuring and maintaining repairing and
      replacing any equipment plant and machinery and other materials which are
      used in providing the matters listed in this part of this Schedule

8.    maintaining furniture and fittings for use on the Common Parts


                                    - 101 -
<PAGE>

9.    maintaining and when reasonably necessary replacing or altering such
      security systems for the benefit of the whole (or substantially the whole)
      of the Building which the Landlord (in the interests of good estate
      management) reasonably considers appropriate and which may include subject
      to the Tenant giving its consent (not to be unreasonably withheld) the
      provision of alarms closed circuit television barriers and other equipment
      and security guards and patrols (whether employed by the Landlord or
      engaged as contractors)

10.   providing fire detection prevention and fighting equipment and any signs
      notices or equipment required by the fire authority for the Common Parts
      and the Structural Parts and maintaining repairing and when necessary
      replacing such items

11.   paying all present and future rates taxes duties and assessments of
      whatever nature charged on or payable in respect of the Common Parts or
      Structural Parts or in respect of the Building as a whole

12.   complying with any legislation relating to the Common Parts or the
      Structural Parts or the Building as a whole

13.   complying with or where the Landlord reasonably considers it appropriate
      contesting the requirements or proposals of the local or any other
      competent authority in respect of the Common Parts or the Structural Parts
      or of the Building as a whole

14.   complying with the matters referred to in clause 6.1 in so far as they
      relate to the Common Parts the Structural Parts or the Building as a whole

15.   abating any nuisance to the Building

      any of the other items referred to in the definition of Annual Expenditure
      which the Landlord in its reasonable discretion and from time to time
      provides for the management or maintenance of the Building

                               THE FIFTH SCHEDULE

                                (Off Site Works)

1.    The construction of a Piazza in front of the Building including (for the
      avoidance of doubt) the link bridge between the Premises and the access
      route referred to in paragraph 2 below


                                    - 102 -
<PAGE>

2.    the provision of a vehicular access route linking St John Street to the
      Piazza in all material respects in the form shown on the planning
      permission drawing marked "A" annexed Provided Always that the Landlord
      shall be entitled to alter the location of such access route

                               THE SIXTH SCHEDULE

                       (Documents affecting the Premises)

Date              Document                     Parties

[        ]        Deed of Release Grant and    (1) Choice Win Investment Limited
                  Covenant                     (2) Wittayu Realty Limited

EXECUTED AS A DEED by a duly            )
authorised attorney for and on behalf   )
of WITTAYU REALTY LIMITED               )
the presence of:-                       )


                                    - 103 -
<PAGE>

                                   BERRY HOUSE

                   (Internal Fit-Out for Rent Review Purposes

    The Specification of Landlord's Fit Out Works for Rent Review Purposes)

The Landlord has carried out at its cost the Category "A" Fit Out (here meaning
the installation of new fittings that will become Landlord's fittings, to a
standard needed to meet its incoming Tenant's requirements including (but not
limited to) the items listed below

1.    Lighting

Category 2 reflectors in light fittings face fixed or hung from the ceiling to
provide a maintained illuminance of 500 lux

2.    Decoration to Ceiling Columns and Non Tiled Areas

Decorated repaired and plastered where relevant and finished with a standard BS
paint finish of uniform colour

3.    Raised Access Floor

A fully accessible metal encapsulated floor with floor void and suitable for
laying carpet tiles

4.    Installation of Floor Boxes

Type and manufacture to be compatible with raised access floor

5.    Carpeting or other relevant floor finishes

Installation of a floor covering comprising 500 x 500mm tiles with a fibre
content of 80% polyproplene and 20% polymide or of equivalent quality

6.    Air Conditioning/Heating and Cooling (including all necessary plant)

Perimeter four pipe fan coil units with a continuous metal encasement with the
system

7.    Fire Alarm

A fully addressable system of L1 classification which meets all relevant
statutory regulations

8.    Lifts

2 new 8 person passenger lifts


                                    - 104 -
<PAGE>

9.    Lavatories and Kitchen Areas

To meet Building Regulation Standards

10.   Staircases and other accesses to the Building

11.   Secondary Glazing/Double Glazing

12.   Decorative lighting and emergency signage throughout

13.   All Fire Doors and Lobby Doors required by Building Regulation


                                    - 105 -
<PAGE>

                                   ANNEXURE 2

                            (Licence for Alterations)


                                    - 106 -
<PAGE>

Dated                                                                       2000

WITTAYU REALTY LIMITED

to

RAZORFISH LIMITED

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

LICENCE FOR ALTERATIONS
relating to Berry House 4 Berry Street London EC1R
OAA

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


                                    - 107 -
<PAGE>

                                    CONTENTS
                                                                            Page

1.  INTERPRETATION .......................................................... 1

2.  DEFINITIONS ............................................................. 1

3.  GRANT OF LICENCE ........................................................ 2

4.  TENANT'S COVENANTS ...................................................... 2

5.  AGREEMENT AND DECLARATION ............................................... 2

6.  DELIVERY ................................................................ 4

THE SCHEDULE ................................................................ 4


                                    - 108 -
<PAGE>

                             LICENCE FOR ALTERATIONS

                                   PARTICULARS
DATE                                                                        2000

1.    Landlord: WITTAYU REALTY LIMITED

2.    Tenant: RAZORFISH (UK) LIMITED

3.    Demised Premises: The premises more particularly described in the Lease
      but in short known as Berry House 4 Berry Street London EC1R OAA

4.    Lease:

               Date            Parties              Term

                           (1) The Landlord           15 years from the
                           (2) The Tenant                 day of    2000
                           (3) Razorfish Inc

5.    Works means all those alterations and works to the Demised Premises
      comprising [     ] as shown in drawings numbered


                                    - 109 -
<PAGE>

                             LICENCE FOR ALTERATIONS

THIS LICENCE is made on the date set out in the Particulars

BETWEEN

(1)   The Landlord

(2)   The Tenant

IT IS AGREED as follows:-

1.    INTERPRETATION

In this Licence save where the context otherwise requires:

1.1   words importing the masculine gender only shall include the feminine
      gender and vice versa

1.2   words importing persons shall include firms companies and corporations and
      vice versa

1.3   words importing the singular number shall include the plural number and
      vice versa and where the Tenant consists of two or more persons all
      covenants by the Tenant shall be deemed to be made by such persons jointly
      and severally

1.4   references (if any) in this Licence to any statute rule or order shall be
      deemed to include every statutory amendment re-enactment or replacement
      therefor for the time being in force and every statutory instrument rule
      order notice regulation and direction for the time being made issued or
      given thereunder or deriving validity therefrom and from time to time
      thereunder

1.5   the headings in this Licence shall not affect its interpretation or
      construction

2.    DEFINITIONS

The following expressions shall have the following meanings:


                                    - 110 -
<PAGE>

2.1   For all purposes of this Licence the terms defined in the Particulars and
      this clause have the meanings specified

2.2   Particulars means the particulars affixed hereto

2.3   Landlord and Tenant respectively mean the parties set out in the
      Particulars and their successors in title

3.    GRANT OF LICENCE

The Landlord hereby grants unto the Tenant licence and consent to carry out in
and upon the Demised Premises the Works in accordance with the covenants by the
Tenant hereinafter contained and to the reasonable satisfaction of the
Landlord's Surveyor

4. TENANT'S COVENANTS

      In consideration of this Licence the Tenant hereby covenants with the
      Landlord that it will:-

4.1   comply in all respects with all and singular the conditions set out in the
      Schedule

4.2   pay any increased or extra premium payable for the insurance of the
      Demised Premises against the risks referred to in the Lease in consequence
      of the Works and in respect of any increase in insurance cover required as
      a result of the Works

4.3   during the period of six months immediately preceding the end or sooner
      determination of the term granted by the Lease (or any continuation or
      extension thereof) if requested in writing so to do by the Landlord at its
      own expense reinstate the Demised Premises as the same were prior to the
      execution of the Works and make good all consequential damage to the
      reasonable satisfaction of the Landlord and so that the provisions and
      conditions of the Schedule shall apply mutatis mutandis in relation to
      such reinstatement

5.    AGREEMENT AND DECLARATION

It is hereby agreed and declared that:-


                                    - 111 -
<PAGE>

5.1   this Licence is granted subject to the rights of the owners tenants and
      occupiers of all adjoining and neighbouring premises and other interested
      persons

5.2   nothing herein contained shall be deemed to authorise any other or further
      works to the Demised Premises or any part thereof or in any way lessen the
      liabilities of the Tenant under the tenant's covenants contained in the
      Lease or in any deeds or documents (hereinafter called the Documents)
      prior to the date hereof affecting the Lease or the Demised Premises

5.3   on the completion of the Works all the tenant's covenants provisions and
      agreements contained in the Lease shall apply mutatis mutandis to the
      Demised Premises in their then altered state

5.4   the proviso for re-entry contained in the Lease shall be exercisable not
      only in the case of the breach of any of the covenants therein contained
      but also in the case of the breach of any of the covenants provisions and
      conditions expressly or impliedly contained in this Licence or in the
      Documents

5.5   no claim for compensation shall be made by the Tenant in respect of the
      Works upon the expiration or sooner determination of the term granted by
      the Lease (or any continuation or extension thereof) or at any other time

5.6   the approval by the Landlord or its managing agents architects surveyors
      or engineers of the Works shall not imply any warranty by or on behalf of
      the Landlord and no liability whatsoever shall attach to the Landlord in
      respect thereof

5.7   this Licence hereby granted shall cease to be of effect if the Works shall
      not be commenced within three months of the date hereof and completed to
      the satisfaction of the Landlord as hereinafter mentioned within six
      months of the date hereof (or within such further period of time as the
      Landlord shall consider reasonably necessary to enable the Tenant to
      complete the same in the event of its being prevented from so doing solely
      because of matters arising outside its control) but without prejudice to
      any right of action or remedy of the Landlord in respect of any antecedent
      breach of any of the covenants by the Tenant herein contained


                                    - 112 -
<PAGE>

6.    DELIVERY

The provisions of this Licence (other than those contained in this clause) shall
have no effect until this Licence has been dated

IN WITNESS whereof the parties hereto have executed this Licence as a Deed the
day and year first above written

                                  THE SCHEDULE

1.    In this Schedule the following expressions bear the following meanings
      namely:-

      Planning Acts means The Town and Country Planning Act 1990 and The
      Planning (Listed Buildings and Conservation Areas) Act 1990 and any Act or
      Acts for the time being amending or replacing the same and any instruments
      or orders rules and regulations for the time being in force issued under
      or by virtue of such Acts or any of them

      Planning Permission means any permission consent or approval given or
      deemed to be given under the Planning Acts

2.    Before commencing the Works at the expense in all respects of the Tenant:-

2.1   to obtain all necessary Planning Permissions building regulation approvals
      bye-law consents and other necessary permissions including (but without
      prejudice to the generality of the foregoing) all consents and approvals
      in connection with the means of escape in case of fire and to serve all
      notices as may be required for carrying out the Works and to deliver to
      the Landlord a copy of any notice given under the Planning Acts and any
      necessary Planning Permissions and other permissions and thereafter to
      obtain from the Landlord or its duly authorised agent its acknowledgement
      in writing that these are satisfactory to the Landlord provided that the
      Landlord may refuse so to express its satisfaction with any such notice
      and/or Planning Permission and/or other permission on the ground that
      anything contained


                                    - 113 -
<PAGE>

      therein or omitted therefrom or (as regards Planning Permission) the
      period thereof in its reasonable opinion would be or be likely to be
      prejudicial to the Landlord's interest in the Demised Premises whether
      during the term created by the Lease or following the determination or
      expiration thereof

2.2   to obtain the approval of the Works by the Insurance Office with which the
      Demised Premises are insured

3.    To comply with the provisions of all relevant Acts of Parliament and with
      the lawful requirements of all Local or other interested authorities and
      in particular (but without prejudice to the generality of the foregoing)
      with the provisions and requirements of the Planning Acts and of all
      Planning Permissions or other permissions so far as the same respectively
      relate to or affect the Works or any operations acts or things already or
      hereafter to be carried out executed done or omitted in connection with
      the Works

4.    Without prejudice to the generality of the foregoing paragraph to accept
      appointment by the Landlord to act as the only client in respect of the
      Works for the purposes of The Construction (Design and Management)
      Regulations 1994 (hereinafter referred to in this paragraph as the
      Regulations) (but save as hereinbefore provided it is hereby declared and
      affirmed that the Tenant is not the agent of the Landlord in respect of
      the Works) and accordingly to comply fully with all the duties
      requirements and prohibitions imposed by the Regulations on a client and
      on a person so appointed including (without limitation) the duty to make
      and send to the Health and Safety Executive a declaration in accordance
      with Regulation 4(4) of the Regulations and furthermore -

4.1   to send to the Landlord a copy of the said declaration and of the notice
      given by the Health and Safety Executive to the Tenant under Regulation
      4(5) of the Regulations

4.2   to enter into contractually binding agreements with the Tenant's
      architects engineers quantity surveyors other designers contractors
      subcontractors and other persons employed by the Tenant in connection with
      the Works which shall require them to comply with the Regulations and with
      the lawful requirements of the planning


                                    - 114 -
<PAGE>

      supervisor and the principal contractor (within the meaning of the
      Regulations) and which shall require the contractors and the
      subcontractors not to commence the Works or any part of the Works unless a
      health and safety plan complying with Regulation 15(4) of the Regulations
      has been prepared in respect of the Works

4.3   to provide the Landlord with evidence of the Tenant's procedures for
      ensuring that the Tenant is reasonably satisfied that -

      4.3.1 the said planning supervisor and the said principal contractor have
            the necessary competence and resources

      4.3.2 that every designer within the meaning of the Regulations has the
            competence to prepare the designs which the Tenant has arranged for
            him to prepare and

      4.3.3 that every contractor within the meaning of the Regulations has the
            competence to carry out or as the case may be manage the
            construction work (forming part of the Works) which the Tenant has
            arranged for him to carry out or manage

4.4   to ensure that a health and safety plan containing the information
      specified in Regulation 15(3) of the Regulations is included in the
      invitations to persons to tender for the Works

4.5   if the Tenant appoints itself as planning supervisor or as principal
      contractor to comply fully with all the duties imposed by the Regulations
      on the planning supervisor or (as the case may be) on the principal
      contractor

4.6   to deliver to the Landlord as soon as reasonably practicable and in any
      event within two months after the date upon which the Works are is
      practically completed the health and safety file for each structure
      comprised in the Works together with a licence authorising the Landlord to
      use and copy all and any documents and information contained in the said
      health and safety file for all purposes connected with the Demised
      Premises


                                    - 115 -
<PAGE>

5.    To give to the Landlord not less than fourteen days notice in writing of
      the Tenant's intention to commence the Works and also to give to the
      Landlord notice in writing of completion of the Works within fourteen days
      thereof

6.    To carry out and complete the Works in a proper and workmanlike manner and
      in accordance with all relevant codes of practice with good and proper
      materials (which materials shall first be approved in writing by the
      Landlord) and under the inspection of and to the satisfaction of and in
      accordance with the conditions laid down by (where applicable) the
      managing agents architects surveyors and engineers for the time being of
      the Landlord

7.    In so far as any alterations to gas electricity and water installations or
      services in the Demised Premises form part of the Works to obtain the
      approval thereto of the relevant service authorities or boards and to
      comply with their respective regulations and requirements and to employ
      accredited contractors to carry out such alterations in accordance with
      current codes of practice

8.    To comply with the requirements of the insurers of the Demised Premises in
      respect of the Works

9.    To permit the Landlord and where appropriate its managing agents
      architects surveyors and engineers at all reasonable times on prior notice
      (save in case of emergency) to enter the Demised Premises to inspect the
      progress of the Works and the quality of the materials and the workmanship
      used therein

10.   Subject only to any statutory direction to the contrary to pay and satisfy
      any charge tax or levy that may now or hereafter be imposed under the
      Planning Acts in respect of the carrying out of the Works

11.   Unless the Landlord shall otherwise direct to carry out and complete
      before the expiration or sooner determination of the term created by the
      Lease any works stipulated to be carried out to the Demised Premises by a
      date subsequent to such expiration or sooner determination as a condition
      of any Planning Permission granted in connection with the Works


                                    - 116 -
<PAGE>

12.   To carry out the Works with the least possible inconvenience or annoyance
      to the owners or occupiers of adjoining or neighbouring properties and to
      make good with all despatch all damage arising out of or incidental to the
      Works and to indemnify the Landlord effectually against all actions
      proceedings costs claims damages or demands whatsoever arising in relation
      to the carrying out and completion of the Works

THE COMMON SEAL of WITTAYU                )
REALTY LIMITED was hereunto affixed       )
in the presence of:                       )

Director

Director/Secretary

THE COMMON SEAL of RAZORFISH              )
(UK) LIMITED was hereunto affixed in the  )
presence of:                              )

Director

Director/Secretary


                                    - 117 -
<PAGE>

Dated
                                       (1)
---------------------------------------
(Contractor)

and

                                       (2)
---------------------------------------
(Beneficiary)

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

MAIN CONTRACTOR'S WARRANTY

relating to works of refurbishment as offices with some
residential

at Berry House and 148 to 154 St John Street, London
EC1

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

Speechly Bircham
6 St Andrew Street
London
EC4A 3LX

Ref:  TAR/ADL/111276/309198-1
Date: 14/07/00 15:57 [0.0]


                                    - 118 -
<PAGE>

                                    CONTENTS

PARTICULARS

PARTIES

RECITALS

COMPLIANCE CLAUSE
DOCUMENTS CLAUSE
ASSIGNMENT CLAUSE
POST-COMPLETION WORKS CLAUSE
PROFESSIONAL INDEMNITY INSURANCE CLAUSE
LIABILITY CLAUSE
BENEFICIARY CLAUSE
FURTHER SECURITY CLAUSE
NOTICE CLAUSE
YEAR 2000 CLAUSE
JURISDICTION CLAUSE
DEFINITIONS CLAUSE

RESTRICTED MATERIALS SCHEDULE
FURTHER SECURITY SCHEDULE

EXECUTION


                                      119
<PAGE>

                                   ANNEXURE 3

                             (Landlord's Warranties)


                                      120
<PAGE>
SIGNED for and on behalf of
WITTAYU REALTY LIMITED


/s/ C Barlow
-----------------------------------

SIGNED for and on behalf of
RAZORFISH LIMITED


/s/ Michael Simon
-----------------------------------

SIGNED for and on behalf
of RAZORFISH INC.


                                      121
<PAGE>

                                   ANNEXURE 2

                            (Licence for Alterations)


                                      122
<PAGE>

                                   ANNEXURE 3

                             (Landlord's Warranties)


                                      123
<PAGE>

                                    sheet 1

RAZORFISH - TOTAL OF LANDLORD'S CONTRIBUTION (based on area of 44,900 sq. ft.)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
ITEM                                                                                LL's CONTRIBUTION
-------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                                       <C>
Temporary Disabled Access Ramp                                                      (pound)  10,000.00

Lighting ((pound) 115/ fitting            ((pound) 59/ fitting based on 1 fitting
based on 1 fitting per 75 sq. ft.) or:-    per 35 sq. ft.)                          (pound)  75,688.57 (higher one)

Upper Floor Window Fittings (hig level
opening mechanisms)                       ((pound) 25 per window   (94 windows)     (pound)   2,350.00

False Floor and Carpet                    (pound) 43/ sqm i.e (pound) 4 sq. ft.     (pound) 179,600.00

Floor Boxes                               (pound) 60 per box/ 1 per 10 sq. m        (pound)  25,027.86

Glazed Screen Contribution                                                          (pound)  50,000.00

Metal Staircase                                                                     (pound)  15,000.00

Toilet/ Kitchen areas                     2,100 sq. ft.   (pound) 50/ sq. ft.       (pound) 105,000.00

Fan Coil Encasements                      (pound) 250 per linear metre
                                          300 linear metres                         (pound)  75,000.00

Door Contribution: ((pound) 1030/
double door - 25 doors)                                                             (pound)  25,750.00
Door Contribution: ((pound) 600/
double door - 9 doors)                                                              (pound)   5,400.00

Paint Finish (standard BS Paint) to
ceilings, columns and non tiled areas                                               (pound)  45,000.00

Enhancement to Lift Car Finishes                                                    (pound)  15,000.00

Emergency Lighting (lettable areas)       (pound) 0.25/ sq. ft.                     (pound)  11,225.00

Fire Detection (lettable areas)           (pound) 0.30/ sq. ft.                     (pound)  13,470.00

------------------------------------------------------------------------------------------------------
TOTAL                                                                               (pound) 653,511.43
------------------------------------------------------------------------------------
</TABLE>


                                     Page 1


                                      124
<PAGE>

                                   PARTICULARS

--------------------------------------------------------------------------------
Agreement Date

--------------------------------------------------------------------------------
Contractor

--------------------------------------------------------------------------------
Contractor's Address

--------------------------------------------------------------------------------
Beneficiary

--------------------------------------------------------------------------------
Beneficiary's Address

--------------------------------------------------------------------------------
Employer                   WITTAYU REALTY LIMITED

--------------------------------------------------------------------------------
Development                Speculative refurbishment as offices with some
                           residential

--------------------------------------------------------------------------------
Property                   Berry House and 148 to 154 St John Street, London EC1

--------------------------------------------------------------------------------
Minimum Sum
Insured

--------------------------------------------------------------------------------
Premises                   The [Property] [Development]

                           OR

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

                           -----------------------------------------------------
                           forming part of the [Property] [Development]

--------------------------------------------------------------------------------
Warranting                 All subcontractors undertaking any part of the design
Subcontractors(1)          of the Development for which the Contractor does not
                           consider itself responsible to the Employer.
--------------------------------------------------------------------------------

----------

(1)   Instead of the text provided, subcontractors may be named or their
      elements described.


                                      125
<PAGE>

THIS AGREEMENT by deed is made on the Agreement Date

BETWEEN:

(1)   the Contractor of or whose registered office is at the Contractor's
      Address

(2)   the Beneficiary of or whose registered office is at the Beneficiary's
      Address and all permitted assignees under this Agreement

RECITALS:

(A)   The Development has been, is being or will be designed and constructed at
      the Property.

(B)   The Contract is an agreement between the Employer and the Contractor [for
      the completion of design and] for the construction of the Development by
      the Contractor.

(C)   The Contractor currently maintains professional indemnity insurance (the
      Insurance) in the Minimum Sum Insured.

(D)   The Beneficiary has or will have an interest in the Premises.

(E)   The consideration for this Agreement is the payment of one pound by each
      party to every other party if demanded and the mutual undertakings
      contained in it.

(F)   Certain expressions are defined in the Particulars, in the Definitions
      clause, and in the clause or schedule in which they are used.

NOW IT IS HEREBY AGREED as follows:

1.    COMPLIANCE

1.1   The Contractor warrants -

      1.1.1 that it has complied and shall comply with -

            (a)   the Contract; and

            (b)   the Construction (Design and Management) Regulations 1994 with
                  respect to the Development.

      1.1.2 without prejudice to the generality of the foregoing subclause, that
            it has seen and shall see that, unless authorised by the Employer in
            writing or, where such authorisation is given orally, confirmed by
            the Contractor to the Employer in writing, the Contractor has not
            used or specified for use and will not use or specify for use in the
            construction of the


                                      126
<PAGE>

            Development any of the materials, or any substance or method of use
            or incorporation, which is -

            (a)   included in the list of restricted materials contained in the
                  Contract or (if no such list is contained in the Contract)
                  which is described in Part 1 of the Restricted Materials
                  Schedule, or

            (b)   described in Part 2 of the Restricted Materials Schedule.

      1.1.3 that any Warranting Subcontractor which has not executed a
            Collateral Warranty in favour of the Beneficiary which has been
            delivered to the Beneficiary has complied and shall comply with all
            the terms of its subcontract with the Contractor.

2.    DOCUMENTS

2.1   The copyright in all drawings, reports, specifications, bills of
      quantities, calculations and other documents provided by the Contractor in
      connection with the Development (the Documents) shall remain vested in the
      Contractor.

2.2   The Beneficiary shall have an irrevocable, royalty-free, freely assignable
      and non-exclusive licence to copy and use the Documents, to reproduce the
      designs and any inventions contained in them, and to grant sublicences,
      for any purpose related to the Premises including, but without limitation,
      the construction, completion, extension, maintenance, letting, promotion,
      advertisement, reinstatement and repair of the Premises.

2.3   The Contractor shall not be liable for any use by the Beneficiary of any
      of the Documents for any purposes other than those for which they were
      prepared and provided by the Contractor.

2.4   The Contractor shall at the Beneficiary's request and upon payment or
      tender of the Contractor's reasonable copying and administrative charges
      provide the Beneficiary with copies (including negatives and CAD disks) of
      the Documents, and of the subcontracts for the Development, or any of
      them.

2.5   The Contractor shall use reasonable endeavours to procure that there shall
      be granted to the Beneficiary an irrevocable licence as described in
      clause 2.2 in relation to documents of the same nature as the Documents
      provided by all sub-contractors for the purposes of or in connection with
      the Contract

3.    ASSIGNMENT

3.1   The Beneficiary may, without the consent of the Contractor [or the
      Employer] being required, assign the benefit of this Agreement by way of
      absolute legal assignment -

      3.1.1 twice to an Interested Party;


                                      127
<PAGE>

      3.1.2 without limit to any company which is in the same group of companies
            as the Beneficiary;

      save where the Contractor has already executed a Collateral Warranty in
      favour of such person and delivered it as required by this Agreement.

3.2   Such assignment shall be effective upon written notice of it being given
      to the Contractor.

4.    POST-COMPLETION WORKS

4.1   Post-Completion Works are any works of repair, improvement or alteration
      carried out by any person (whether or not the Contractor is or is employed
      by such person) after Practical Completion, otherwise than under the
      Contract.

4.2   For the avoidance of doubt -

      4.2.1 the Contractor shall not under this Agreement be liable to the
            Beneficiary for any loss or damage which the Beneficiary may suffer
            by reason of Post-Completion Works; and

      4.2.2 no Post-Completion Works shall of themselves invalidate this
            Agreement, or, subject to the foregoing paragraph, limit or
            otherwise affect any of the Contractor's obligations under it.

5.    PROFESSIONAL INDEMNITY INSURANCE

5.1   The Contractor shall, subject to the next subclause, maintain the
      Insurance with insurers carrying on business in the European Union (the
      Insurers) for at least the Minimum Sum Insured each and every claim and in
      all in any one period of insurance for a period commencing on the Date of
      Possession under the Contract or (if sooner) on the date when the
      Contractor commenced the design and/or construction of the Development and
      ending twelve years after Practical Completion.

5.2   If the Insurance ceases to be generally available to contractors in the
      market at commercially reasonable rates, the Contractor shall -

      5.2.1 immediately notify the Beneficiary of the circumstances in which and
            the reasons why the Insurance has ceased to be so available;

      5.2.2 in good faith discuss with the Beneficiary means of best protecting
            the respective positions of the Beneficiary and the Contractor in
            respect of the Development in the absence of the Insurance; and

      5.2.3 unless the only or main reason why the Insurance ceased to be so
            available was the Contractor's negligent acts or omissions, and
            subject to the Contractor's compliance with the foregoing
            paragraphs, cease to


                                      128
<PAGE>

            be liable to maintain the Insurance unless and until it subsequently
            becomes so available in the market.

5.3   The Insurance shall be subject to no unusual or unreasonable exclusions,
      conditions or excess.

5.4   The Policy shall include no Pay to be Paid Clause.

5.5   As and when it is reasonably requested to do so by or on behalf of the
      Beneficiary, the Contractor shall deliver to the person making the request
      documentary evidence that the Contractor is maintaining the Insurance.

5.6   The Contractor shall not knowingly do or omit any thing whereby the Policy
      may become void or voidable.

5.7   The Contractor shall give notice to the Beneficiary of any claim arising
      under the Policy relating to the Development.

5.8   The Contractor shall not, without the prior approval in writing of the
      Beneficiary -

      5.8.1 settle or compromise with the Insurers any claim which the
            Contractor may have against the Insurers and which relates to a
            claim by the Beneficiary against the Contractor; or

      5.8.2 by any act or omission lose or prejudice the Contractor's right to
            make or proceed with its claim against the Insurers.

6.    LIABILITY

6.1   The Contractor shall be liable to the Beneficiary for any breach of this
      Agreement for which the Beneficiary or its insurers have submitted any
      claim to the Contractor, or commenced any action or proceedings (including
      adjudication or arbitration) against the Contractor, before the expiry of
      twelve years after Practical Completion.

6.2   The Beneficiary shall after the expiry of twelve years from Practical
      Completion commence no action or proceedings (including adjudication or
      arbitration) against the Contractor for any breach of this Agreement,
      except where the Beneficiary or its insurers have submitted any claim to
      the Contractor for the breach before such expiry.(2)

7.    BENEFICIARY

7.1   For the avoidance of doubt -

----------

(2)   Where contractor is an SB client, see document 289721.


                                      129
<PAGE>

      7.1.1 the Beneficiary has no authority to issue any direction or
            instruction to the Contractor in relation to the performance of the
            Contractor's duties under the Contract; and

      7.1.2 the Beneficiary has no liability to the Contractor in respect of the
            moneys payable to the Contractor under the Contract.

8.    NOTICE

8.1   Each party's Notice Address shall be any of the following addresses:

      8.1.1 its address stated in the Particulars, unless it has notified some
            other address to the party giving the relevant communication; or

      8.1.2 such address (if any) as it may have last notified to the party
            giving the relevant communication; or

      8.1.3 if it is a corporation having a registered office, its registered
            office; or

      8.1.4 its principal business address for the time being.

8.2   Any notice or other communication to be given under this Agreement shall
      be in writing and shall be duly given if it is addressed to the party to
      whom it is to be given and sent or delivered to that party's Notice
      Address either -

      8.2.1 by hand; or

      8.2.2 by registered post or recorded delivery, in which case it shall be
            deemed to have been given 48 hours after being sent; or

      8.2.3 by facsimile transmission and by post, in which case it shall be
            deemed to have been given on the date of delivery of a sufficiently
            legible facsimile transmission or (if sooner) upon delivery of the
            communication by post.

9.    JURISDICTION

9.1   The construction, validity and performance of this Agreement shall be
      governed by English law and the parties agree to submit to the
      non-exclusive jurisdiction of the English courts.

10.   DEFINITIONS

10.1  In this Agreement the following expressions shall where the context allows
      have the meanings assigned to them:

      10.1.1 Agreement Date: see Particulars;

      10.1.2 Beneficiary: see Particulars;


                                      130
<PAGE>

      10.1.3 Beneficiary's Address: see Particulars;

      10.1.4 Contract: see recitals;

      10.1.5 Contractor: see Particulars;

      10.1.6 Contractor's Address: see Particulars;

      10.1.7 Date of Possession: means the Date of Possession under the
             Contract;

      10.1.8 Development: see Particulars;

      10.1.9 Documents: see Documents clause;

     10.1.10 Employer: see Particulars;

     10.1.11 Employer's Address: see Particulars;

     10.1.12 Insurance: see recitals;

     10.1.13 Insurers: see Professional Indemnity Insurance clause;

     10.1.14 Interested Party: means any person who has acquired or agreed to
             acquire, or who intends to acquire, the Beneficiary's interest in
             the Premises;

     10.1.15 Minimum Sum Insured: see Particulars;

     10.1.16 Notice Address: see Notices clause;

     10.1.17 Particulars: means the particulars at the start of this
             Agreement;

     10.1.18 Pay to be Paid Clause: means any term or condition to the effect
             that the Contractor must discharge any liability before being
             entitled to recover from the Insurers, or any other term or
             condition which might adversely affect the rights of any person to
             recover from the Insurers under the Third Parties (Rights Against
             Insurers) Act 1930 or any amendment or re-enactment of it;

     10.1.19 Policy: means the policy of the Insurance for the time being;

     10.1.20 Post-Completion Works: see Post-Completion Works clause;

     10.1.21 Practical Completion: means the date of practical completion of
             the Development under the Contract;

     10.1.22 Premises: see Particulars;

     10.1.23 Property: see Particulars.


                                      131
<PAGE>

IN WITNESS WHEREOF the parties hereto haveexecuted and delivered this document
as a deed the day and year first before written.


                                      132
<PAGE>

                         RESTRICTED MATERIALS SCHEDULE

                              See Compliance clause

                              RESTRICTED MATERIALS

                                     Part 1

The list (if any) of restricted materials contained in the Contract shall apply.

If no list of restricted materials is contained in the Contract, the following
list shall apply:

1.    High alumina cement in structural elements.

2.    Wood wool slabs in permanent formwork to concrete.

3.    Calcium chloride in admixtures for use in reinforced concrete.

4.    Asbestos products.

5.    Naturally occurring aggregates for use in reinforced concrete which do not
      comply with British Standard 882:1992 and/or naturally occurring
      aggregates for use in concrete which do not comply with British Standard
      8110:1985.

                                     Part 2

6.    Any other substance or method of use or incorporation which is or may
      reasonably be suspected to be unstable, inadequate, dangerous or otherwise
      unsuitable for building purposes or for the type of building or conditions
      for which it is used, or which is in breach of statutory control, or which
      does not conform to relevant British Standards or Codes of Practice
      current at the date of specification.


                                      133
<PAGE>

THE COMMON SEAL of the Contractor  )
was hereunto affixed               )
in the presence of:                )


                                   ---------------------------------------------
                                   Director


                                   ---------------------------------------------
                                   Director/Secretary

OR

EXECUTED as a DEED by the          )
Contractor acting by:              )




                                   ---------------------------------------------
                                   Director


                                   ---------------------------------------------
                                   Director/Secretary


                                      134
<PAGE>

THE COMMON SEAL of the Beneficiary )
was hereunto affixed               )
in the presence of:                )


                                   ---------------------------------------------
                                   Director


                                   ---------------------------------------------
                                   Director/Secretary

OR

EXECUTED as a DEED by              )
the Beneficiary acting by:         )


                                   ---------------------------------------------
                                   Director


                                   ---------------------------------------------
                                   Director/Secretary


                                      135
<PAGE>

DATED

-----------------------------------------------------------------------------(1)

and

-----------------------------------------------------------------------------(2)

________________________________________________________________________________

CONSULTANT'S WARRANTY BY

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

TO TENANT

relating to works of refurbishment as offices with some residential at Berry
House and 148 to 154 St John Street London EC1

________________________________________________________________________________

Speechly Bircham
6 St Andrew Street
London
EC4A 3LX

Ref:  TAR/ADL/111276/309194-1
Date: 14/07/00 15:57 [0.0]


                                      136
<PAGE>

                                  PARTICULARS

--------------------------------------------------------------------------------
Agreement Date

--------------------------------------------------------------------------------
Consultant

--------------------------------------------------------------------------------
Consultant's Address

--------------------------------------------------------------------------------
Beneficiary

--------------------------------------------------------------------------------
Beneficiary's Address

--------------------------------------------------------------------------------
Client                     WITTAYU REALTY LIMITED

--------------------------------------------------------------------------------
Development                Refurbishment as offices with some residential

--------------------------------------------------------------------------------
Property                   Berry House and 148 to 154 St John Street, London EC1

--------------------------------------------------------------------------------
Contractor

--------------------------------------------------------------------------------
Consultant's Profession

--------------------------------------------------------------------------------
Minimum Sum Insured

--------------------------------------------------------------------------------
Premises                   The [Property] [Development]

                           OR

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

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

                           -----------------------------------------------------
                           forming part of the [Property] [Development]

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


                                      137
<PAGE>

THIS AGREEMENT by deed is made on the Agreement Date

BETWEEN:

(1)   the current partners of the Consultant practising at the Consultant's
      Address

OR

(1)   the Consultant of or whose registered office is at the Consultant's
      Address

(2)   the Beneficiary of or whose registered office is at the Beneficiary's
      Address and all permitted assignees of the Beneficiary under this
      Agreement

WHEREAS:

(A)   The Development has been, is being or will be designed and constructed at
      the Property.

(B)   The Building Contract is an agreement between the Developer and the
      Contractor for the design and/or construction of the Development by the
      Contractor.

(C)   The Appointment is an agreement, between the Client and the Consultant,
      appointing the Consultant to act for the Client in the capacity of the
      Consultant's Profession in connection with the Development.

(D)   The Consultant currently maintains professional indemnity insurance (the
      Insurance) in the Minimum Sum Insured.

(E)   The Client has paid all fees and expenses due and owing by it to the
      Consultant under the Appointment up to the date of this Agreement.

(F)   The Beneficiary has or will have an interest in the Premises.

(G)   The consideration for this Agreement is the payment of one pound by each
      party to every other party if demanded and the mutual undertakings
      contained in it.

(H)   Certain expressions are defined in the final clause of this Agreement or
      in the clause or schedule in which it is used.

NOW IT IS HEREBY AGREED as follows:

1.    DUTY OF CARE

1.1   The Consultant warrants to the Beneficiary that it has complied and will
      continue to comply with the Appointment and, without prejudice to the
      generality of the foregoing, that it has exercised and will continue to
      exercise the skill, care and diligence to be expected of a properly
      qualified member of the Consultant's Profession experienced in carrying
      out services such as its services under the


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      Appointment in connection with work of a similar size, scope, nature and
      complexity to the Development -

      1.1.1 in the performance of its duties to and services for the Client
            under the Appointment;

      1.1.2 (without prejudice to the generality of the foregoing paragraph) -

            (a)   to see that, unless authorised by the Client in writing or,
                  where such authorisation is given orally, confirmed by the
                  Consultant to the Client in writing, none of the materials,
                  and no substance or method of use or incorporation, which is -

                  (i)   included in the list of restricted materials contained
                        in the Appointment or (if no such list is contained in
                        the Appointment) which is described in Part 1 of
                        Schedule 1, or

                  (ii)  described in Part 2 of Schedule 1,

                  has been or will be specified by the Consultant for use in the
                  construction of the Development;

            (b)   in complying with its duties under the Construction (Design
                  and Management) Regulations 1994 with respect to the
                  Development; and

            (c)   to see that its services under the Appointment and the designs
                  contained in them will not be adversely affected as a result
                  of the approaching change of century (for which purposes the
                  twentieth century shall be deemed to end and the twenty-first
                  century shall be deemed to begin on 1 January 2000 at 00:00
                  hours in the time zone local to the System) either prior to,
                  during or after the calendar year 2000, and that the
                  Beneficiary will not experience any adverse impact in those
                  services or in the performance of the Development as a result
                  of any of the services or the designs contained in them being
                  unable to function or unable to function reliably owing to the
                  change of century.

1.2   If and to the extent that the Consultant fails in any respect to comply
      with clause 1.1.2(c), it shall indemnify the Beneficiary against any loss,
      damage or expense (including legal fees) sustained or incurred directly or
      indirectly as a result of such failure; and this indemnity is not subject
      to any limitation or exclusion contained in this Agreement.

2.    DOCUMENTS, COPYRIGHT AND LICENCES

2.1   The copyright in all drawings, reports, specifications, bills of
      quantities, calculations and other documents provided by the Consultant in
      connection with the Development (the Documents) shall remain vested in the
      Consultant.


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2.2   The Beneficiary shall have an irrevocable, royalty-free, freely assignable
      and non-exclusive licence (including the right to grant sub-licences) to
      copy and use the Documents and to reproduce the designs and any inventions
      contained in them for any purpose relating to the Premises including, but
      without limitation, the construction, completion, extension, maintenance,
      letting, promotion, advertisement, reinstatement and repair of the
      Premises.

2.3   The Consultant warrants to the Beneficiary that the Documents and any such
      designs and inventions provided by the Consultant in connection with the
      Development (save to the extent that duly appointed subconsultants have
      been used) are the Consultant's own original work and that in any event
      their use in connection with the Development will not infringe the rights
      of any third party.

2.4   The Consultant shall not be liable for any use by the Beneficiary of any
      of the Documents for any purposes other than those for which they were
      prepared and provided by the Consultant.

2.5   The Consultant shall at the Beneficiary's request and (except with respect
      to CAD disks) upon payment or tender of the Consultant's reasonable
      copying and administrative charges provide the Beneficiary with copies
      (including negatives and CAD disks) of the Documents or any of them.

3.    ASSIGNMENT

3.1   The Beneficiary may, without the consent of the Consultant [or the Client]
      being required, assign the benefit of this Agreement by way of absolute
      legal assignment -

      3.1.1 twice to an Interested Party;

      3.1.2 without limit to any company which is in the same group of companies
            as the Beneficiary;

      3.1.3 save where the Consultant has already executed a Collateral Warranty
            in favour of such person and delivered it as required by this
            Agreement;

3.2   Such assignment shall be effective upon written notice of it being given
      to the Consultant.

4.    POST-COMPLETION WORKS

4.1   Post-Completion Works are any works of repair, improvement or alteration
      carried out by any person after Practical Completion, otherwise than under
      the Building Contract or in connection with the Consultant's services
      under the Appointment.

4.2   For the avoidance of doubt -

      4.2.1 the Consultant shall not under this Agreement be liable to the
            Beneficiary for any loss or damage which the Beneficiary may suffer
            by reason of Post-Completion Works; and


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      4.2.2 no Post-Completion Works shall of themselves invalidate this
            Agreement or, subject to the foregoing paragraph, limit or otherwise
            affect any of the Consultant's obligations under it.

5.    PROFESSIONAL INDEMNITY INSURANCE

5.1   The Consultant shall maintain the Insurance with insurers carrying on
      business in the European Union (the Insurers) for at least the Minimum Sum
      Insured for any one occurrence or series of occurrences arising out of
      each and every event for a period commencing on the date when the
      Consultant's services under the Appointment commenced and ending years
      after Practical Completion.

5.2   The Insurance shall be subject to no unusual or unreasonable exclusions,
      conditions or excess.

5.3   The Policy shall include no Pay to be Paid Clause.

5.4   If the Insurance ceases to be available in the market to members of the
      Consultant's profession at commercially reasonable rates, the Consultant
      shall -

      5.4.1 immediately notify the Beneficiary of the circumstances in which and
            the reasons why the Insurance has ceased to be so available;

      5.4.2 in good faith discuss with the Beneficiary means of best protecting
            the respective positions of the Beneficiary and the Consultant in
            respect of the Development in the absence of the Insurance; and

      5.4.3 unless the only or main reason why the Insurance ceased to be so
            available was the Consultant's negligent acts or omissions, and
            subject to the Consultant's compliance with the foregoing
            paragraphs, cease to be liable to maintain the Insurance unless and
            until it subsequently becomes so available.

5.5   As and when it is reasonably requested to do so by or on behalf of the
      Beneficiary, the Consultant shall deliver to the person making the request
      documentary evidence that the Consultant is maintaining the Insurance.

5.6   The Consultant shall not knowingly do or omit any thing whereby the Policy
      may become void or voidable.

5.7   The Consultant shall give notice to the Beneficiary of any claim arising
      under the Policy relating to the Development.

5.8   The Consultant shall not, without the prior approval in writing of the
      Beneficiary -

      5.8.1 settle or compromise with the Insurers any claim which the
            Consultant may have against the Insurers and which relates to a
            claim by the Beneficiary against the Consultant; or


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      5.8.2 by any act or omission lose or prejudice the Consultant's right to
            make or proceed with its claim against the Insurers.

6.    EXTENT OF CONSULTANT'S LIABILITY

6.1   The Consultant shall be liable to the Beneficiary for any breach of this
      Agreement for which the Beneficiary or its insurers have submitted any
      claim to the Consultant, or commenced any action or proceedings (including
      adjudication or arbitration) against the Consultant, before the expiry of
      twelve years after Practical Completion.

6.2   The Beneficiary shall after the expiry of twelve years from Practical
      Completion commence no action or proceedings (including adjudication or
      arbitration) against the Consultant for any breach of this Agreement,
      except where the Beneficiary or its insurers have submitted any claim to
      the Consultant for the breach before such expiry.

7.    RELATIONSHIP BETWEEN CONSULTANT AND BENEFICIARY UNDER THE APPOINTMENT

7.1   For the avoidance of doubt -

      7.1.1 the Beneficiary has no authority to issue any direction or
            instruction to the Consultant in relation to the performance of the
            Consultant's duties under the Appointment; and

      7.1.2 the Beneficiary has no liability to the Consultant in respect of the
            moneys payable to the Consultant under the Appointment.

8.    NOTICES

8.1   Each party's Notice Address shall be any of the following addresses:

      8.1.1 its address stated in the Particulars, unless it has notified some
            other address to the party giving the relevant communication; or

      8.1.2 such address (if any) as it may have last notified to the party
            giving the relevant communication; or

      8.1.3 if it is a corporation having a registered office, its registered
            office; or

      8.1.4 its principal business address for the time being.

8.2   Any notice or other communication to be given under this Agreement shall
      be in writing and shall be duly given if it is addressed to the party to
      whom it is to be given and sent or delivered to that party's Notice
      Address either -

      8.2.1 by hand; or

      8.2.2 by registered post or recorded delivery, in which case it shall be
            deemed to have been given 48 hours after being sent; or


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<PAGE>

      8.2.3 by facsimile transmission and by post, in which case it shall be
            deemed to have been given on the date of delivery of a sufficiently
            legible facsimile transmission or (if sooner) upon delivery of the
            communication by post.

9.    JURISDICTION

9.1   The construction, validity and performance of this Agreement shall be
      governed by English law and the parties agree to submit to the
      non-exclusive jurisdiction of the English courts.

10.   INTERPRETATION

10.1  In this Agreement the following expressions shall where the context allows
      have the meanings assigned to them:

      10.1.1 Appointment: see recitals;

      10.1.2 Beneficiary: see the Particulars;

      10.1.3 Beneficiary's Address: see the Particulars;

      10.1.4 Building Contract: see recitals;

      10.1.5 Client: see the Particulars;

      10.1.6 Consultant: see the Particulars;

      10.1.7 Consultant's Address: see the Particulars;

      10.1.8 Contractor: the person with whom the Developer enters into the
             Building Contract, being the person (if any) named in the
             Particulars;

      10.1.9 Development: see the Particulars;

     10.1.10 Documents: see clause 2.1;

     10.1.11 Insurance: see recitals;

     10.1.12 Insurers: see clause 5.1;

     10.1.13 Interested Party: means any person who has acquired or agreed to
             acquire, or who intends to acquire, the Beneficiary's interest in
             the Premises;

     10.1.14 Minimum Sum Insured: see the Particulars;

     10.1.15 Notice Address: see clause 8.1;

     10.1.16 Particulars: means the particulars at the start of this Agreement;


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     10.1.17 Pay to be Paid Clause: means any term or condition to the effect
             that the Consultant must discharge any liability before being
             entitled to recover from the Insurers, or any other term or
             condition which might adversely affect the rights of any person to
             recover from the Insurers under the Third Parties (Rights Against
             Insurers) Act 1930, or any amendment or re-enactment of it;

     10.1.18 Policy: means the policy of the Insurance for the time being in
             force;

     10.1.19 Post-Completion Works: see clause 4.1;

     10.1.20 Practical Completion: means the date of practical completion of
             the Development under the Building Contract;

     10.1.21 Premises: see the Particulars;

     10.1.22 Property: see the Particulars.

10.2  Where the Consultant is a partnership, references in this Agreement to
      "the Consultant" shall include every present and future partner of the
      partnership, and the liability of each such partner under this Agreement
      shall be joint and several.

IN WITNESS WHEREOF the Consultant has executed and delivered this document as a
deed the day and year first before written.


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                                   SCHEDULE 1
                            TO CONSULTANT'S WARRANTY

                                Clause 1.1.2(a)

                              RESTRICTED MATERIALS

                                     Part 1

The list (if any) of restricted materials contained in the Appointment shall
apply.

If no list of restricted materials is contained in the Appointment, the
following list shall apply:

1.    High alumina cement in structural elements.

2.    Wood wool slabs in permanent formwork to concrete.

3.    Calcium chloride in admixtures for use in reinforced concrete.

4.    Asbestos products.

5.    Naturally occurring aggregates for use in reinforced concrete which do not
      comply with British Standard 882:1992 and/or naturally occurring
      aggregates for use in concrete which do not comply with British Standard
      8110:1985.

                                     Part 2

6.    Any substance or method of use or incorporation which is or may reasonably
      be suspected to be unstable, inadequate, dangerous or otherwise unsuitable
      for building purposes or for the type of building or conditions for which
      it is used, or which is in breach of statutory control, or which does not
      conform to relevant British Standards or Codes of Practice current at the
      date of specification.


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SIGNED and DELIVERED as   )
a DEED by                 )
                          )
on behalf of              )
the Consultant            )
in the presence of:       )


SIGNED and DELIVERED as   )
a DEED by                 )
                          )
on behalf of              )
the Consultant            )
in the presence of:       )


SIGNED and DELIVERED as   )
a DEED by                 )
                          )
on behalf of              )
the Consultant            )
in the presence of:       )


                                      146
<PAGE>

SIGNED and DELIVERED as   )
a DEED by                 )
                          )
on behalf of              )
the Consultant            )
in the presence of:       )


                                      147
<PAGE>

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

SIGNED for and on behalf of
WITTAYU REALTY LIMITED


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

SIGNED for and on behalf of
RAZORFISH LIMITED


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

SIGNED for and on behalf of
RAZORFISH


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<PAGE>

                                                                       M&F DRAFT
                                                                         7/26/00

                                 ________,2000

Wittayu Realty Limited
1 Granville Street
St. Helier
Jersey JE4 90F
England

      Re:   Lease relating to Berry House, 4 Berry Street, London EC1R 0AA,
            dated as of _______, 2000, among Wittayu Realty Limited, Razorfish
            Limited and Razorfish Inc.

Ladies and Gentlemen:

      We have acted as counsel for Razorfish Inc., a Delaware corporation (the
"Company") in connection with the transactions contemplated by that certain
Lease (the "Lease") relating to Berry House, 4 Berry Street, London EC1R 0AA
(the "Premises"), dated as of _______, 2000, among Wittayu Realty Limited
("Landlord"), Razorfish Limited ("Razorfish Ltd.") and the Company.

      We have examined originals or copies of the following documents (the
"Documents"):

            (i) the Lease; and

            (ii) Agreement for Lease (the "Agreement") relating to the Premises,
dated as of _______, 2000, among Landlord, Razorfish Ltd. and the Company.

      In addition, we have examined such records, documents, certificates of
public officials and of the Company, including the Company's Certificate of
Incorporation and by-laws, made such inquiries of officials of the Company, and
considered such questions of law as we have deemed necessary for the purpose of
rendering the opinions set forth herein. We have made no independent
investigation as to whether such certificates are accurate or complete, but we
have no knowledge of any such inaccuracy or incompleteness.

      Whenever our opinion herein with respect to the existence or absence of
facts is indicated to be based upon our knowledge, it is intended to signify
that, in the course of our representation


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Wittayu Realty Limited
_____, 2000
Page Two

of the Company (in connection with the matter described in the first paragraph
hereof), we have not acquired actual knowledge of the existence or absence of
such facts. We have not undertaken any independent investigation to determine
the existence or absence of such facts, and no inference as to our knowledge of
the existence or absence of such facts should be drawn from the fact of our
representation of the Company.

      Our opinion in paragraph (a) below as to the good standing of the Company
is based solely upon certificates of public officials in the state named in that
paragraph. We have made no independent investigation as to whether those
certificates are accurate or complete, but we have no knowledge of any such
inaccuracy or incompleteness.

      Our opinion in paragraph (e) below is based on a review of those laws and
regulations which, in our experience, are normally applicable to transactions of
the type contemplated by the Documents.

      We have assumed the genuineness of all signatures and the authenticity of
all items submitted to us as originals and the conformity with originals of all
items submitted to us as copies. We have also assumed that each party to the
Documents, other than the Company, has the power and authority to execute and
deliver, and to perform and observe the provisions of each Document to which it
is a party. We have assumed that each party to the Documents, other than the
Company, has duly authorized, executed and delivered each Document to which it
is a party and that such Documents constitute the valid and binding obligations
of such party. We have assumed that the transactions contemplated by the
Documents do not violate the public policy of any jurisdiction other than New
York having a substantial relationship to that transaction. We have also assumed
that no provision of the laws of England applicable to the Documents violates
the public policy of any jurisdiction having a substantial relationship to the
transactions contemplated by the Documents. We have also assumed that each
Document constitutes at the time of execution a valid and binding obligation of
Razorfish Ltd. enforceable against it in accordance with its terms.

      The opinions hereinafter expressed are subject to the following further
qualifications and exceptions:

      (1) The effect of bankruptcy, insolvency, reorganization, arrangement,
      moratorium or other similar laws relating to or affecting the rights of
      creditors generally, including, without limitation, laws relating to
      fraudulent transfers or conveyances, preferences and equitable
      subordination. Without limiting the generality of the foregoing
      qualification, we advise you that, if the Company has not been given fair
      or reasonably equivalent consideration for its agreement to guaranty the
      obligations of Razorfish Ltd., and the Company is, or by executing the
      Documents may become, insolvent, or will be rendered insolvent by the
      transactions contemplated by the Documents, or, after giving effect to
      such transactions, will be left with unreasonably small capital with which
      to engage in its anticipated business, or will have intended to incur, or
      will have believed it has incurred, debts beyond its ability to pay as
      such debts mature, then the guaranty covenants may be voidable by
      creditors of the


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Wittayu Realty Limited
_____, 2000
Page Three

      Company or by a trustee or receiver of the Company in bankruptcy or
      similar proceedings pursuant to bankruptcy, fraudulent conveyance or
      similar laws.

      (2) Limitations imposed by general principles of equity upon the
      availability of equitable remedies or the enforcement of provisions of the
      Documents, and the effect of judicial decisions which have held that
      certain provisions are unenforceable where their enforcement would violate
      the implied covenant of good faith and fair dealing, or would be
      commercially unreasonable, or where their breach is not material.

      (3) The effect on the opinions expressed herein on (A) the compliance or
      non-compliance of any party to the Documents (other than the Company) with
      any laws or regulations applicable to it, including without limitation,
      any federal or state securities laws, or (B) the legal or regulatory
      status or the nature of the business of any such party.

      (4) The enforceability of provisions of the Documents providing for
      indemnification or contribution, to the extent such indemnification or
      contribution is unconscionable or against public policy.

      (5) The enforceability of provisions of the Documents which purport to
      establish evidentiary standards or to make determinations conclusive.

      (6) We express no opinion as to the enforceability of provisions of the
      Documents which purport to transfer rights under contracts, the transfer
      of which is restricted by the terms thereof or by law.

      (7) We express no opinion as to the enforceability of provisions of the
      Documents which purport to establish evidentiary standards or to make
      determinations conclusive or powers absolute.

      (8) We express no opinion as to the enforceability of provisions of the
      Documents which are construed as effectively imposing a penalty.

      (9) The effect of judicial decisions which may permit the introduction of
      extrinsic evidence to supplement the terms of the Documents or to aid in
      the interpretation of the Documents.

      (10) The effect of Sections 5301 et seq. of the New York Civil Practice
      Law and Rules, which, in part, provide that a "foreign country judgment"
      (as defined therein) shall not be conclusive and need not be recognized
      if:

            (a)   the judgment was rendered under a system which does not
                  provide impartial tribunals or procedures compatible with the
                  requirements of due process of law;

            (b)   the foreign court did not have personal jurisdiction over the
                  defendant;

            (c)   the foreign court did not have jurisdiction over the subject
                  matter;


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Wittayu Realty Limited
_____, 2000
Page Four

            (d)   the defendant in the proceedings in the foreign court did not
                  receive notice of the proceedings in sufficient time to enable
                  him to defend;

            (e)   the judgment was obtained by fraud;

            (f)   the cause of action on which the judgment is based is
                  repugnant to the public policy of this state;

            (g)   the judgment conflicts with another final and conclusive
                  judgment;

            (h)   the proceeding in the foreign court was contrary to an
                  agreement between the parties under which the dispute in
                  question was to be settled otherwise than by proceedings in
                  that court; or

            (i)   in the case of jurisdiction based only on personal service,
                  the foreign court was a seriously inconvenient forum for the
                  trial of the action.

      (11) We call to your attention that (a) effective enforcement of a claim
      denominated in foreign currency may be limited by requirements that the
      claim (or judgment in respect of such claim) be converted into United
      States dollars at a rate of exchange prevailing on a specified date, and
      (b) we express no opinion as to whether a court would award a judgment in
      a currency other than U.S. dollars.

      Based upon and subject to the foregoing, we are of the opinion that:

      (a) The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.

      (b) The Company has the requisite corporate power and authority to execute
and deliver, and to perform and observe the provisions of, the Lease.

      (c) The Lease has been duly authorized, executed and delivered by the
Company. The Lease constitutes the valid and binding obligation of the Company
enforceable against the Company in accordance with its terms.

      (d) No registration with, consent or approval of, notice to, or other
action by, any United States governmental entity is required on the part of the
Company for the execution, delivery or performance by the Company of the Lease,
or if required, such registration has been made, such consent or approval has
been made, such consent or approval has been obtained, such notice has been
given or such other appropriate action has been taken.

      (e) To our knowledge, the execution, delivery and performance of the Lease
by the Company will not (except as contemplated in the Lease) conflict with or
result in a violation of any provision of law, rule or regulation having
applicability to the Company in transactions such


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Wittayu Realty Limited
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Page Five

as those contemplated by the Lease or of the Certificate of Incorporation or
by-laws of the Company.

      (f) The choice of English law to govern the Lease is valid and binding on
the Company.

      (g) The submission by the Company under the terms of the Lease to the
non-exclusive jurisdiction of the courts of England is valid and binding on the
Company.

      We express no opinion as to matters governed by any laws other than the
laws of the States of New York, the Delaware General Corporation Law and the
Federal laws of the United States of America, which are in effect on the date
hereof. We note that the parties to certain of the Documents have stated therein
their intention that the Documents are to governed by the laws of England. We
are licensed to practice law in the State of New York; therefore, with your
permission and without independent investigation, we have rendered the opinions
set forth herein as though the laws of England are the same in all relevant
respects as those of the State of New York. However, we draw your attention to
the fact that the laws of the State of New York may differ from those of England
with respect to guaranties, certain waivers of rights, remedies on default and
other matters relevant to the opinions expressed herein.

      In addition, we express no opinion as to whether the courts of England
would accept jurisdiction to hear or determine any suit, action or proceeding,
or to settle any dispute, which may arise out of or in connection with any of
the Documents.

      This opinion is given by us as counsel for the Company as of the date
hereof and we undertake no obligation, and hereby disclaim any obligation, to
update or supplement this opinion in respect to subsequent changes in the law or
future events affecting the transactions contemplated in the Documents.

      This opinion is solely for your benefit and may not be relied upon by, nor
may copies be delivered to, any other person without our prior written consent.

                                        Very truly yours,

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