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                                                                  Exhibit 10.4.4


                              DATED March 15, 2000

                      CITY & GENERAL (WEST END) LIMITED (1)

                                       AND

                          THE ASK JEEVES UK PARTNERSHIP (2)


                                   UNDERLEASE

                           53 PARKER STREET LONDON WC2



                                 HOWARD KENNEDY
                               19 CAVENDISH SQUARE
                                 LONDON W1A 2AW
                                  0171 636 1616

                          Ref: DJEB/AJ1/TBF/0642734.06
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                          PARTICULARS AND DEFINITIONS

THE following expressions shall have where the context so admits the following
meanings:-

1.     "THE BUILDING" : 53 Parker Street London WC2 (and previously known as 109
       Kingsway London WC2) of which the Premises form part

2.     "THE COMMENCEMENT DATE": ____ day of

3.     "THE COMMON PARTS" : means the external fire escape staircase the
       basement electrical intake room the basement gas intake room and the
       common fire escape routes within the Building (in their current location
       shown for identification edged blue on the Plans) all Conducting Media
       the use of which is shared with other premises and all other parts of the
       Building the use and or benefit of which is shared and or enjoyed with
       others

4.     "COMPETENT AUTHORITY" : includes a government department any local
       regulatory public or other authority the fire officer or a court of
       competent jurisdiction

5.     "CONDUCTING MEDIA" : includes all drains channels sewers flues conduits
       ducts pipes wires cables watercourses gutters culverts soakaways and
       other similar transmission media and installations and all fixings
       louvres cowls covers and other ancillary apparatus and references to
       Conducting Media being "in" or "on" include Conducting Media in on under
       over or through

6.     "DECORATING YEAR": shall mean 2005

7.     "ENVIRONMENTAL CLAIM" : means any claim notice of violation prosecution
       demand action official warning abatement or other order (conditional or
       otherwise) relating to Environmental Matters and any notification or
       order requiring compliance with the terms of any Environmental Licence or
       Environmental Laws

8.     "ENVIRONMENTAL LAWS" : includes any laws statutes rules regulations
       treaties directives directions bye-laws codes of practice circulars
       guidance notes orders notices demands decisions of any court or anything
       like any of the foregoing of any governmental authority or agency or any
       regulatory body or any other body whatsoever in any jurisdiction of the
       European Community relating to Environmental Matters applicable to the
       Tenant the operation of any business from or using the Premises and/or
       the occupation or use of the Premises

9.     "ENVIRONMENTAL LICENCE" : means any permit licence authorisation consent
       or other approval required at any time by the Environmental Laws in
       relation to the
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       Tenant the operation of any business from or using the Premises and/or
       the occupation or use of the Premises

10.    "ENVIRONMENTAL MATTERS" : includes any matters relating to the pollution
       conservation or protection of the environment (both natural and  built)
       or of man or any living organisms supported by the environment (both
       natural and built) or any other matter whatever affecting the environment
       (both natural and built) or any part of it

11.    "THE INITIAL RENT" : FIVE HUNDRED AND TWENTY FOUR THOUSAND FOUR HUNDRED
       AND TWENTY POUNDS (L524,420,00) per annum

12.    "LESSOR": CITY & GENERAL (WEST END) LIMITED of 10 Upper Berkeley Street
       London W1

13.    "LESSOR'S GROUP": means a group of companies of which the Lessor is a
       member within the meaning of the Landlord and Tenant Act 1954 Section
       42(1)

14.    "LOSSES" : includes all liabilities incurred by the Lessor all damage and
       loss suffered by it all damages awarded against it all claims demands
       actions and proceedings made or brought against it and all costs
       disbursements and expenses incurred by it

15.    "MAIN STRUCTURE": means the foundations load bearing walls and columns
       (including those within the lift shaft and stairwells) load bearing frame
       work floor slabs the structural parts of the mansards and roofs of the
       Building and all other structural parts of the Building

16.    "PERMITTED PART": means

16.1   a complete floor or floors of the Premises (excluding landings staircases
       and (where appropriate) other common parts) and/or

16.2   any part of each of the first second and third floors of the Premises
       PROVIDED ALWAYS THAT there shall at no time be more than two separate
       occupations of each of the first second and third floors of the
       Premises

17.    "PERMITTED USE" : means offices

18.    "THE PLANS" : The plans annexed to this Lease

19.    "PREMISES" : means part of the basement part of the ground floor and the
       first to sixth floors (inclusive) of the Building and which are shown for
       identification delineated edged red on the Plans including:

19.1        the coverings and fixings of the roofs and mansards all rainwater
            goods and other non structural elements of the roofs and mansards of
            the Premises
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19.2        the whole of the windows doors (and the equipment and fittings of
            and any glass in such windows and doors) window frames and door
            frames of the Premises

19.3        the internal plaster or other surfaces of load bearing walls and
            columns within the Premises and of those which form the boundaries
            of the Premises and the whole of all non-load bearing walls within
            the Premises

19.4        the flooring and floor screeds down to the concrete slab or other
            structural parts supporting the same

19.5        the plaster or other surfaces of the ceilings and the whole of any
            false ceilings within the Premises (and any void between such false
            ceiling and the non-false ceiling above)

19.6        all staircases and lavatories within the Premises

19.7        the lift car lift gear and equipment and the internal surfaces of
            the lift shaft and lift pit within the Premises

19.8        the lift motor room and water tank room both currently on the sixth
            floor of the Building and the boiler room currently in the basement
            of the Building

19.9        all other internal surfaces partitions and apertures within the
            Premises

19.10       the Plant and fittings (except any installed by the Tenant)
            installed in the Premises

19.11       all Conducting Media on the Premises and/or that exclusively serve
            the Premises

19.12       all additions and improvements

19.13       all fixtures (whether or not fixed at the beginning of the Term)
            except any installed by the Tenant that can be removed without
            defacing the Premises

20.    "PLANNING ACTS": means Town and Country Planning Act 1990 Planning
       (Listed Buildings and Conservation Areas) Act 1990 Planning
       (Consequential Provisions) Act 1990 Planning (Hazardous Substances) Act
       1990 and Planning and Compensation Act 1991

20     "PLANT" : means all apparatus machinery and equipment installed in the
       Premises

21.    "RENT" : means the Initial Rent or such higher rent as may be ascertained
       in accordance with the provisions of Clause 7 hereof

22.    "RENT COMMENCEMENT DATE":

23.    "RETAINED PARTS" : means the Main Structure and all external parts of the
       Building not let or intended to be let to tenants of the Building

24.    "REVIEW DATE": means the fifth anniversary of the date of this Lease
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25.    "SERVICE CHARGE": the payment due from the Tenant in accordance with
       clause 4.2

26.    "SERVICE CHARGE COMMENCEMENT DATE": means

27.    "THE SUPERIOR LEASE" : means a Lease dated 27th May 1999 and made between
       Parham Development Limited (1) City & General (West End) Limited (2)

28.    "THE SUPERIOR LESSOR": means the landlord from time to time pursuant to
       the Superior Lease and references to the Superior Lessor shall include
       its successors in title and shall include all superior lessors however
       remote

29.    "TAXABLE SUPPLY" : a taxable supply (as defined in the Value Added Tax
       Act 1994) made in the course of furtherance of business or any other
       supply in respect of which input VAT is recoverable under that Act and
       orders made under it

30.    "THE TENANT" : THE ASK JEEVES UK PARTNERSHIP comprising ASK JEEVES
       (JERSEY) LIMITED a corporation established under the laws of Jersey whose
       registered number is 75676 and the registered office of which is situated
       at Normandy House Grenville Street St Helier Jersey JE2 4UF and CARLTON &
       GRANADA INTERNET LIMITED (registered number: 3863847) the registered
       office of which is situated at Stomoway House 13 Cleveland Road London
       SW1A 1GG

31.    "THE TERM" : ten years

32.    "UTILITIES" : means electricity gas water sewage television
       telecommunications and data

33.    "VAT": means value added tax and any tax of a similar nature substituted
       for it or in addition to it
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THIS UNDERLEASE is made the                     day of                  2000

BETWEEN

(1)    The Lessor (which expression shall where the context so admits include
       the person entitled to the reversion for the time being immediately
       expectant on the term hereby created) and

(2)    The Tenant (which expression where the context so admits include its
       successors in title)

WITNESSETH as follows:-

It is hereby recorded that this Lease was not granted in pursuance of either an
agreement option or right of pre-emption entered into before the 1st of January
1996 (the date of the coming into force of the Landlord and the Tenant
(Covenants) Act 1995) or an Order of a Court made before that date and
accordingly this Lease constitutes a new tenancy for the purposes of the
Landlord and Tenant (Covenants) Act 1995.

1.     Demise

In consideration of the rents and the Tenant's covenants hereinafter reserved
and contained THE LESSOR hereby DEMISES unto the Tenant the Premises TOGETHER
WITH:

1.1.1       the right for the purpose of emergency escape and for the purpose of
            obtaining access to and egress from those parts of the Premises in
            the basement of the Building the gas intake room and electricity
            intake room both currently in the basement of the Building and the
            lift motor room and water tank room both currently on the sixth
            floor of the Building to pass and repass on foot only over and along
            the Common Parts shown edged blue on the Plans or over and along
            such other route as the Lessor may from time to time reasonably
            designate for such purposes

1.1.2       the right to use the electricity intake room in the Building for the
            purposes of electrical supplies and the right to use the gas intake
            room in the Building for the purposes of gas supplies to the
            Premises

1.1.3       the right (subject to temporary interruption for repair alteration
            or replacement provided that where such temporary interruption is
            due to works by the Lessor or the Superior Lessor alternative means
            of supply are made
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            available) to the transmission of Utilities to and where appropriate
            from the Premises through the Conducting Media now in the Building
            that serve the Premises

1.1.4       the right to support protection and shelter as currently enjoyed
            from the remainder of the Building

1.1.5       the right to erect (and thereafter retain) any signage or other
            equipment upon any part of the exterior of the Premises to which the
            Lessor has granted consent prior to the date of this Lease or in
            accordance with clause 4.17 after the date of this Lease

1.1.6       the right for the purpose of complying with its repairing
            obligations in this Lease to have access to the roof and other
            external parts of the Building

       Provided that the rights mentioned in Clause 1.1.1 to 1.1.6 may also be
       exercised by any person expressly or by implication authorised by the
       Tenant but only for proper purposes connected with the use or enjoyment
       of the Premises) and such rights may also be exercised by the Lessor and
       by any person authorised by the Lessor and by any person who is or
       becomes entitled to use them

1.2    EXCEPTING AND RESERVING to the Lessor the Superior Lessor any person
       authorised by the Superior Lessor or any person who becomes entitled to
       such rights or similar rights

1.2.1  the right to the transmission of Utilities from
       and to the remainder of the Building through the Conducting Media that
       are now or may during the Term be on the Premises

1.2.2  the right at all times and upon reasonable notice (except in cases of
       emergency) to enter the Premises for any of the purposes mentioned in
       Clause 11.4 of the Superior Lease or for any of the purposes referred to
       in this Lease.

1.2.3  the right to support protection and shelter to the remainder of the
       Building

1.2.4  the right (at the cost of the Lessor) to place such plant and equipment
       on the roof as the Tenant may approve in writing (such approval not to be
       unreasonably withheld
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       or delayed) in such positions on the roof of the Premises as the Tenant
       may approve (such approval not to be unreasonably withheld or delayed) it
       being agreed that prior to the Landlord or any other party being entitled
       to erect or place such plant and equipment on the roof the Lessor shall
       comply (or procure compliance) with the following to the Tenant's
       reasonable satisfaction

1.2.4.1     it shall supply details of the proposed floor loadings with
            reasonable evidence that installation of the plant will not overload
            the roof of the Premises

1.2.4.2     it will produce reasonable evidence that all necessary consents from
            any Competent Authority have been obtained

1.2.4.3     it will supply to the Tenant three sets of drawings and where
            appropriate specifications and calculations prepared by an architect
            and structural engineer or member of some other appropriate
            profession who must supervise the work of installation of the plant
            and equipment to completion

1.2.4.4     it shall pay the reasonable and proper fees of the Tenant's
            professional advisers in relation to the application for consent

1.2.4.5     such covenants as the Tenant may reasonably require about the
            carrying out of the works of installation shall have been entered
            into with the Tenant

1.2.4.6     it shall effect during the process of erection of the plant
            appropriate insurance with a reputable insurance company and shall
            following installation effect such third party and public liability
            in such sum as the Tenant shall reasonably require

1.2.4.7     it shall indemnify and keep the Tenant indemnified from and against
            all Losses whether in respect of injury to or the death of any
            person or damage to any property moveable or immovable or otherwise
            arising directly or indirectly from the carrying out and completion
            of any such works

1.2.4.8     it shall not connect into any of the Conducting Media which
            exclusively serves the Premises and shall generally comply with the
            requirements of the supply authorities with regard to electrical
            wiring insulation and equipment in the said installations
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1.2.4.9     it shall comply with all reasonable regulations made by the Tenant
            relating to use and access to the said equipment

1.2.4.10    it shall supply evidence that installation of the plant will not
            cause undue vibration or noise and that installation of the plant
            will not block the light to any of the windows of the Premises

1.2.4.11    it shall ensure that the plant and equipment is (having regard to
            the reasonable cost of the same) of the minimum size reasonably
            practicable to serve the purposes proposed by the Lessor

1.3    the right to relocate the electricity intake room and the gas intake room
       within the Building (but not within the Premises) provided that
       alternative means of supply are made available whether on a temporary or
       permanent basis and to reroute the internal fire escape routes within
       the Building

1.4    the right to erect and retain for such period as is reasonably necessary
       scaffolding or other such apparatus on any part of the Building in order
       to facilitate any works to the Retained Parts the Common Parts or the
       remainder of the Building or any part or parts thereof subject to
       affording access to the Premises at all times and causing the minimum of
       inconvenience to the Tenant as is reasonably practicable

1.5    the right to pass and repass on foot only over and along those parts of
       the Premises situate in the basement of the Building as are reasonably
       necessary for the purpose of gaining access to and egress from the
       basement gas intake room

2.     HABENDUM

TO HOLD the Premises unto the Tenant from and including the Commencement Date
for the Term subject nevertheless to the proviso for re-entry hereinafter
contained

3.     REDDENDUM

YIELDING AND PAYING during the term yearly and proportionately for any fraction
of a year the rents set out below:

3.1    From and including the Rent Commencement Date the Initial Rent together
       with (if demanded) Value Added Tax thereon at the rate applicable from
       time to time and
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            the Rent shall in all cases be paid by equal quarterly payments in
            advance on the usual quarter days in every year without any
            deduction or set-off whatsoever (save as required by law) the first
            payment apportioned in respect of the period from the Rent
            Commencement Date to the quarter day next thereafter to be paid on
            the Rent Commencement Date

3.2    By way of further rent the Service Charge referred to in Clause 4.2

3.3    Within fourteen days of written demand and (if so demanded) in advance of
       the date of renewal sums equal to:

3.3.1       the premiums paid or to be paid by the Lessor to the Superior
            Lessor for insuring the Building so that the Premises are insured in
            accordance with the Lessor's obligations in this Lease and the whole
            of any increased premiums required as a result of the Tenant's use
            of the Premises or anything brought on to the Premises

3.3.2       the premiums paid or to be paid by the Lessor to the Superior Lessor
            for any third party liability including public and premises owner's
            and employer's liability in respect of the Building against which
            the Superior Lessor may at any time insure

3.3.3       any part of the premiums referred to above which the Superior Lessor
            is entitled to retain by way of commission

3.3.4       any Insurance Premium Tax (and any tax of a similar nature
            substituted for it or in addition to it) payable on any of the
            premiums paid or to be paid by the Superior Lessor

            Provided that where in the case of any of the items referred to in
            the preceding Clauses the Superior Lessors policy includes the
            Premises and other premises the references to "the premiums paid or
            to be paid" are to be 1 regarded as referring to the proportion of
            the premiums properly attributable to the Premises to be determined
            by the insurers of the Building or by the Lessor's surveyor

3.4    From the Review Date such rent as shall be determined in accordance with
       the provisions of clause 7 hereof

3.5    to pay as rent to the Lessor on written demand:
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3.5.1       the amount of any excesses which may be deducted or deductible by
            the insurers on any claim made by the Lessor under Clause 5.4.2.1

3.5.2       the cost of ascertaining from time to time (but not more frequently
            than once every two years) the reinstatement value of the Premises
            or eighty-two point four five per centum (82.45%) of the cost of
            ascertaining from time to time the reinstatement value of the
            Building for the purpose of the Lessor's covenants herein

            PROVIDED THAT if any determination by the Lessor's surveyor under
            this Clause 3.5 is disputed by the Tenant and the Lessors surveyor
            is an employee of the Lessor or an employee of the Lessor's Group
            then the Tenant may refer the matter for expert determination in
            accordance with the provisions of Clause 6.13

4.     TENANT'S COVENANTS

       THE TENANT hereby COVENANTS with the Lessor as follows:

RENTS

4.1    To pay during the Term the Rent by direct debit or bankers standing order
       at the time and in the manner herein provided without any deduction or
       set-off (save as required by law)

SERVICE CHARGE

4.2   To make payment of the Service Charge in accordance with the Schedule
      PROVIDED ALWAYS THAT such payment shall equate to the amount payable from
      time to time by the Lessor to the Superior Lessor under clause 14 of the
      Superior Lease

OUTGOINGS

4.3    To pay and indemnify the Lessor against (or in the absence of direct
       assessment on the Tenant to repay to the Lessor a fair proportion of) all
       existing and future rates taxes duties assessments charges impositions
       levies charges and outgoings of every kind and description (whether
       parliamentary parochial or of any other description) payable by law in
       respect of the Premises or any part thereof by the owner Lessor lessee
       or occupier thereof excluding any tax payable by the Lessor and/or the
       Superior Lessor as a result of any dealings by the Lessor and/or the
       Superior Lessor with its reversionary interest in the Premises or
       incurred by the
<PAGE>
       Lessor and/or the Superior Lessor in the collection of rents and any
       income and corporation tax (or other tax of a like nature) assessed on
       the Lessor and/or the Superior Lessor in respect of its rental and other
       income

ELECTRICITY CONSUMED

4.4    To pay to the suppliers thereof all charges for Utilities and other
       supplies and services consumed in the Premises (including meter rents)
       (or in the absences of direct assessment on the Tenant to repay to the
       Lessor a fair proportion of such charges) during the Term

INTEREST

4.5    To pay to the Lessor interest ("Interest") at three per centum per
       annum above the current Royal Bank of Scotland plc (or its successors in
       title) base rate or if there shall be no such rate at such other
       reasonable rate of interest as the Lessor may from time to time
       reasonably specify ("the Interest Rate") from a date which is ten days
       after the date when any sums whether rent or otherwise hall become
       payable hereunder (whether or not demanded in the case of the Rent only)
       until the date of payment such interest to be calculated on a day to day
       basis

REPAIR

4.6    At all times to cleanse maintain and keep and well and properly maintain
       the Premises in good substantial and decorative repair and condition
       throughout the Term (damage by fire and such other risk against which the
       Lessor shall have insured excepted save where the insurance monies shall
       be irrecoverable in consequence of any act or default of the Tenant its
       tenants or those under its control and where the Tenant has failed to pay
       to the Lessor such irrecoverable monies (credit being given in respect of
       any ex gratia payment made by the insurers to the Lessor and/or the
       Superior Lessor)) and to keep wind and watertight all parts of the
       Premises at any time open to the elements and to replace from time to
       time all Lessor's fixtures fittings and appurtenances in the Premises
       which may be or become beyond economic repair at any time during or at
       the expiration or sooner determination of the Term

DECORATION

4.7.1  In the Decorating Year and in the last six months of the Term (howsoever
       determined) but not twice in any period of 24 months, to paint in a good
       and workmanlike manner, and to a reasonable standard of decorative finish
       to the reasonable satisfaction of the Lessor's surveyor and the surveyor
       of the Superior Lessor all those parts of the Premises which are usually
       painted with two good coats of good quality paint and so that such
       painting in the last year of the Term
<PAGE>
       shall be of a tint or colour approved in writing by the Lessor or
       Superior Lessor (such approval not to be unreasonably withheld or
       delayed) and also with every such internal painting to oil wash stop
       gild polish whiten distemper grain varnish colour paper and otherwise
       treat and decorate in a proper and workmanlike manner all such
       internal parts of the Premises that have been or ought properly to be so
       treated and decorated

4.7.2  to clean both sides of the windows and window frames in the Premises at
       least once a month

ALTERATIONS AND WASTE

4.8.1       Not at any time during the Term to make or permit or suffer to be
            made any alteration or addition whatsoever whether structural or,
            otherwise in or to the external walls roofs or foundations of the
            Premises or any part thereof nor to cut maim injure or remove or
            permit or suffer to be cut maimed injured or removed any of the
            walls floors timbers beams columns or other structural parts thereof
            nor to make any addition to or alterations to the internal
            structural arrangements of the Premises or any part thereof as the
            same exists at the date hereof save that the Tenant or any
            sub-tenant or any lawful occupier of the whole or any part of the
            Premises may install cabling in at or to the Premises with the
            consent of the Lessor (such consent not to be unreasonably withheld
            or delayed)

4.8.2       Not to commit or permit or suffer any waste spoil or destruction in
            or upon the Premises nor to cut maim or injure or suffer to be cut
            maimed or injured any of the roofs walls timbers wires pipes drains
            appurtenances fixtures or fittings thereof save in the course of
            alterations approved pursuant to sub-clause 4.8.1 above

4.8.3       Not to carry out any alterations which are not prohibited pursuant
            to paragraph 4.8.1 without first obtaining the consent of the Lessor
            thereto (such consent not to be unreasonably withheld or delayed)
            and if such consent be granted to carry out such works in accordance
            with the provisions of this Lease in all other respects PROVIDED
            ALWAYS THAT no consent shall be required for the installation and
            removal of minor non-structural alterations and/or demountable
            partitioning

4.8.4       Not to suspend or to permit or suffer to be suspended any excessive
            weight from the Main Structure
<PAGE>
4.8.5       Not to overload or permit or suffer to be overloaded the Premises or
            the Building or any part thereof or any services thereto or permit
            or suffer the same to be used in any manner which will cause undue
            strain or interfere therewith and not to cause vibrations nor to use
            or permit or suffer to be used the Premises or any part thereof in
            such manner as to subject the same or the Building to any strain
            beyond that which it is designed to bear

4.8.6       To install or use on the Premises only such forms of machinery
            aerials apparatus and equipment ("equipment") as shall be of a type
            approved in writing by the Lessor (such approval not to be
            unreasonably withheld) and to erect any chimney or other ventilator
            in connection with any such machinery apparatus and equipment to the
            reasonable satisfaction in all respects of the Lessor and to obtain
            such consents as may be requisite from the local or any other
            appropriate authority for the use of any equipment in the Premises
            and to comply with all conditions to such consents Provided That no
            consent as aforesaid shall be required for the installation of
            equipment commonly or usually used in office premises and (without
            limitation) having regard to the nature and type of business carried
            on from time to time by the Tenant any undertenant or other lawful
            occupier of the whole or any part of the Premises

4.8.7       To report in writing to the Lessor any wants of reparation of the
            Premises

4.8.8       In relation to all alterations and additions made to the Premises
            (if necessary) to comply in all respects with the Construction
            (Design and Management) Regulations 1994 and to keep a fully up to
            date Health and Safety File relating to the Premises available for
            inspection by the Lessor at all reasonable times and (at the Lessors
            cost) to provide a copy of such Health and Safety File whenever
            reasonably requested by the Lessor (but not more than once a year)
            and in any event to hand over such up to date Health and Safety
            File to the Lessor on termination of the Term

4.8.9       where consent has been obtained from the Lessor for the carrying out
            of alterations not to carry out those alterations unless

4.8.9.1     the Lessor has been supplied with eight sets of drawings and where
            appropriate specifications and calculations prepared by an architect
            and (if appropriate) structural engineer or member of some other
            appropriate profession who must supervise the work to completion

4.8.9.2     the reasonable and proper fees of the Lessor's professional advisers
            have been paid in relation to the application for consent
<PAGE>
4.8.9.3     such covenants as the Lessor may reasonably require about the
            carrying out of the additions and alterations have been entered
            into with the Lessor and in particular and without prejudice to the
            generality of the foregoing the following covenants:

4.8.9.3.1         to deliver to the Lessor collateral warranties (if any) in a
                  form reasonably required by the Lessor from any building
                  contractors building subcontractors (having a design or
                  specialist input) architects structural engineers mechanical
                  and electrical engineers and surveyors employed by the Tenant
                  or its agents in connection with the design and implementation
                  of any works affecting the Retained Parts or the Common Parts

4.8.9.3.2         to supply the Lessor with performance guarantees (if any)
                  relating to any works undertaken to the Retained Parts or the
                  Common Parts

4.8.9.3.3         to effect during the construction of any works with a
                  reputable insurance company third party and public liability
                  insurance in such sum as the Lessor shall reasonably require
                  and to note the interest of the Lessor on the policy of
                  insurance

4.8.9.3.4         to indemnify and keep the Lessor indemnified from and against
                  all Losses whether in respect of injury to or the death of any
                  person or damage to any property moveable or immovable or
                  otherwise arising directly or indirectly from the carrying out
                  and completion of any such works

4.8.9.4           not to connect with any Conducting Media which do not
                  exclusively serve the Premises unless the Tenant has obtained
                  the approval of the relevant supply authority and the Lessor
                  (the Lessor's approval not to be unreasonably withheld or
                  delayed)

ACTS OF PARLIAMENT

4.9.1       At all times during the Term to observe and comply with and to do
            and execute or cause to be done and executed all such works and to
            do all such things and provide and maintain all arrangements as
            under or by virtue of any Act or Acts of Parliament whatsoever now
            or hereafter to be passed and any orders byelaws rules and
            regulations whatsoever thereunder are or shall
<PAGE>
            be directed or necessary to be done executed upon or maintained in
            respect of the Premises or any part thereof or in respect of the
            user thereof by the Lessor or the tenants owners or occupiers of the
            Premises and at all times to save harmless and to keep indemnified
            the Lessor and the Lessor's estate and effects against all claims
            demands costs expenses and liability in respect thereof and without
            prejudice to the generality of the foregoing to pay all reasonable
            costs charges and expenses properly incurred by the Lessor in
            abating a nuisance caused by the Tenant its subtenants licensees and
            those under its control or indirect control and executing all such
            works as may be necessary for abating a nuisance caused by the
            Tenant its subtenants licensees and those under its control or
            indirect control or for remedying any other matter in connection
            with the Premises in obedience to a notice served by a local
            authority

4.9.2       Promptly on becoming aware of it to inform the Lessor of any
            Environmental Claim which has been made or threatened against the
            Tenant or any of the Tenant's officers in their capacity as such or
            any occupiers of the Premises or any requirement by any
            Environmental Licence or applicable Environmental Laws

4.9.3       Promptly on receipt to provide the Lessor with copies of all
            Environmental Licences and the terms and conditions thereof and any
            amendments thereto and any claim notice direction or other
            communications relating to or in connection with such Environmental
            Licences or the listing or proposed listing of the Premises on any
            register of land which may be polluted or contaminated maintained or
            to be maintained pursuant to any Environmental Law and any other
            Environmental Matters

4.9.4       On demand to indemnify the Lessor against all reasonable and proper
            costs expenses losses liabilities actions claims demands fines or
            other outgoings of whatsoever nature whether in contract tort delict
            or otherwise and whether arising at common law in equity or by
            statute which the Lessor shall sustain or incur at any time as a
            consequence of or relating to or arising directly or indirectly out
            of an Environmental Claim caused by the Tenant its subtenants
            licensees and those under its control or indirect control the
            operation of any business from or using the Premises and or the
            occupation or use of the Premises and which was not caused by the
            negligence or default of the Lessor and/or the Superior Lessor
            and/or any person under its direct or indirect control
<PAGE>
PROPORTION OF EXPENSES

4.10   To pay a fair proportion (to be conclusively (save in the case of
       manifest error) determined by the Lessor's surveyor for the time being
       acting reasonably) of the reasonable and proper expenses incurred in
       respect of constructing repairing rebuilding and cleansing all party
       walls fences sewers drains channels sanitary apparatus pipes wires
       passageways stairways entrance ways roads pavements and other things the
       use of which is common to the Building and to other premises

NOTICE TO REPAIR

4.11   To permit the Lessor the Superior Lessor and their agents surveyors and
       others authorised by them respectively at all reasonable times upon
       reasonable previous notice in writing (except in emergency) to enter upon
       and view the state and condition of the Premises or any adjoining or
       contiguous premises or to check that the Tenant has observed the
       covenants and conditions of this Lease or to enable the Lessor to comply
       with the terms of the Superior Lease the Lessor making good any damage
       caused to the reasonable satisfaction of the Tenant and within a
       reasonable period but not less than 90 days after the Lessor or the
       Superior Lessor's their agents or surveyors shall have given to the
       Tenant or left on the Premises a notice ("the Notice" in writing of any
       defects decays or wants of reparation found thereupon in accordance with
       the covenants hereinbefore contained well and substantially to repair and
       make good the same PROVIDED THAT if the Tenant shall not within thirty
       days after service of the Notice (or sooner if reasonably requisite)
       commence and proceed diligently with the execution of the works or shall
       have failed to complete the works specified in the Notice within 90 days
       after service of the same or if in the Lessor's reasonable opinion the
       Tenant is unlikely to complete the works within 90 days of service of the
       Notice then without prejudice to all the other Lessor's rights and
       remedies it shall be lawful for the Lessor or the Superior Lessor and its
       agents surveyors and workmen to enter upon the Premises with or without
       tools appliances equipment and materials and execute such repairs and
       works and the proper cost thereof (which expression shall include but not
       be limited to all proper legal costs and surveyors' fees and offer proper
       expenditure whatsoever attendant thereon) shall be payable by the Tenant
       to the Lessor within fourteen days of written demand

COMBUSTIBLE ARTICLES

4.12   Not to store or bring upon the Premises any articles or goods of a
       specially combustible inflammable or dangerous nature and not do to or
       permit or suffer
<PAGE>
       anything by reason whereof any insurance effected on the Premises may be
       rendered void or voidable and to comply with the Fire Precautions in the
       Workplace Act 1997 and all recommendations of the insurers and fire
       authorities as to fire precautions relating to the Premises and to keep
       the Premises supplied with such fire fighting equipment as the London
       Civil Defence and Fire Authority may require

NUISANCE

4.13   Not to do or suffer on the Premises or any part thereof any act matter
       or thing whatsoever which may interfere with the mechanism or the
       operation of any equipment or hinder or interfere with any services
       provided by the Lessor or which may be a nuisance damage or disturbance
       of to the Lessor or the Superior Lessor or the owners tenants lessees or
       occupiers of any adjoining or neighbouring premises

ILLEGAL PURPOSE

4.14   Not to use or permit or suffer the Premises or any part thereof to be
       used for any illegal or immoral purpose or for any noisome noxious or
       offensive trade or business

OCCUPATION

4.15   Not to use the Premises except for the Permitted Use

NO RESIDENCE

4.16   Not to use the Premises as sleeping accommodation or for residential
       purposes or as a music hall or casino or hotel or boarding house nor keep
       any animal fish reptile or bird anywhere on the Premises

SIGNS

4.17   Not without the Lessor's consent (such consent not to be unreasonably
       withheld or delayed) to affix erect attach or exhibit or permit or suffer
       so to be upon any part of the exterior of the Premises or to or through
       any windows thereof any placard signboard poster notice advertisement
       name or sign lights or television telephonic telegraphic or wireless mast
       satellite dish or aerial whatsoever and at the end of the Term to remove
       or efface any such permitted sign or signs and make good to the
       reasonable satisfaction of the Lessor any and all damage caused in the
       affixing and removal thereof

AUCTIONS

4.18   Not to hold or permit or suffer to be held any sale by auction on the
       Premises without the previous written consent of the Lessor
<PAGE>
PART ASSIGNMENT OR UNDERLETTING

4.19   Not at any time during the Term (except in the circumstances referred to
       in 4.20.2.2) to part with or share occupation of the whole of the
       Premises nor to assign charge mortgage or (save as hereinafter provided)
       underlet a part only of the Premises (the same being hereby expressly
       prohibited)

CIRCUMSTANCES IN WHICH ASSIGNMENT NOT ALLOWED

4.20.1 For the purposes of Section 19(1A) of the Landlord and Tenant Act 1927 it
       is agreed that the Lessor may withhold its consent to an assignment of
       the whole of the Premises in the following circumstances:

INDIVIDUALS

4.20.1.1    Where the proposed assignee is an individual or are individuals who
            are not a partnership

NON-RESIDENTS

4.20.1.2    Where the proposed assignee is a body corporate which is
            incorporated outside the United Kingdom save where a guarantor
            (incorporated in the United Kingdom) reasonably acceptable to the
            Lessor is prepared to guarantee the obligations of the proposed
            assignee

ACCOUNTS, REFERENCES AND COSTS UNDERTAKING

4.20.1.3    Where the application is not accompanied by:

            (i)   (where available) copies of the proposed assignee's audited
                  accounts for each of the three financial years of the proposed
                  assignee immediately preceding the date of the application;

            (ii)  reasonably satisfactory references (where available) from (a)
                  the proposed assignee's bankers and (b) at least two persons
                  with whom the proposed assignee trades at arm's length; and

            (iii) an unconditional undertaking from solicitors acting for the
                  Tenant or for the proposed assignee to pay on demand all
                  reasonable costs and disbursements (including (without
                  limitation) reasonable and proper legal and surveyors' fees
                  and any reasonable and proper costs payable to any superior
                  landlord and mortgagee), and any VAT thereon where such VAT is
                  irrecoverable by the Lessor, which may be properly incurred by
                  the Lessor in considering the application, whether or not the
                  matter proceeds to completion

DIPLOMATIC OR STATE IMMUNITY

4.20.1.4    Where the proposed assignee enjoys diplomatic or state immunity (but
            this circumstances shall not apply where the proposed assignee is
            the
<PAGE>
            Government of the United Kingdom of Great Britain and Northern
            Ireland or any department thereof

WHOLE ASSIGNMENT

4.20.2.1    Without prejudice to the foregoing provisions of this Clause 4.20
            not at any time during the Term to assign the whole of the Premises
            without the Lessor's written licence first had and obtained which
            shall not be unreasonably withheld or delayed in the case of a
            respectable and responsible person firm or company PROVIDED that
            every such licence shall be by deed to which the intended assignee
            shall be a party in order to covenant (and if a firm then jointly
            and severally by all its partners) directly with the Lessor and the
            Superior Lessor to pay the rents hereby reserved and to perform and
            observe the covenants and conditions herein contained during the
            residue of the Term (including this present covenant) in the same
            manner as if such covenants and conditions were therein repeated in
            extenso in such deed with the substitution of the name of the
            intended assignee for the name of the Tenant and if the Lessor shall
            reasonably so require the Tenant shall either (a) procure that a
            guarantor reasonably acceptable to the Lessor shall enter into
            direct covenants with the Lessor in the form set out in clause 8 of
            this Lease the words "the Assignee" substituted for the words "the
            Tenant" or (b) procure a rental deposit equivalent to 6 months Rent
            and Value Added Tax payable hereunder to be held by the Lessor as
            security for the performance of the assignee's obligations upon
            substantially the same terms (mutatis mutandis) as the rent deposit
            deed entered into by the Landlord and the Tenant on or prior to the
            date hereof and further provided that if reasonably required to do
            so by the Lessor the Tenant and (to the extent allowed by law) the
            Surety (if any) shall enter into guarantor obligations direct with
            the Lessor in the form of clause 9 hereof with such variations
            as the Lessor may reasonably require in the light of the then
            prevailing law in relation to such agreements

4.20.2.2    The Tenant and any undertenant may share occupation of the whole or
            part of the Premises with a company that is from time to time a
            member of the same group as the Tenant (or whilst The Ask Jeeves UK
            Partnership is the tenant under this Lease) any company that is for
            the time being a member of the same group as Carlton & Granada
            Internet Limited and/or Ask Jeeves
<PAGE>
            (Jersey) Limited or any undertenant (as appropriate) within the
            meaning of Section 42 of the Landlord and Tenant Act 1954 PROVIDED
            THAT


4.20.2.2.1           No relationship of lessor or tenant is created

4.20.2.2.2           No estate or interest in land in the whole or part of the
                     Premises is created or arises in favour of such third party

4.20.2.2.3           On the Tenant (or whilst The Ask Jeeves UK Partnership is
                     the tenant under this Lease) Carlton & Granada Internet
                     Limited and/or Ask Jeeves (Jersey) Limited or any
                     undertenant and such other company ceasing to be members of
                     the same said group such other company shall forthwith
                     vacate the Premises and such sharing of occupation shall
                     cease

MORTGAGING AND CHARGING

4.20.3 The Tenant shall not mortgage or charge part only of the Premises and
       shall not mortgage or charge the whole of the Premises save at arm's
       length to a bona fide bank or other substantial financial institution and
       then only with the prior written consent of the Lessor (such consent not
       to be unreasonably withheld or delayed)

PREMIUM FOR UNDERLETTING AND RESTRICTED PARTING WITH POSSESSION

4.21.1 Not at any time during the Term to demise underlet or otherwise part with
       or share possession or occupation of the Premises or any part thereof or
       hold them on trust for another for all or any part of the Term at a fine
       or premium (the same being hereby expressly prohibited) and not to part
       with or share possession or occupation of the Premises or any part
       thereof or to hold them on trust for another save by way of a permitted
       assignment or underletting of the whole or a Permitted Part and save
       pursuant to clause 4.20.2.2 with the consent of the Lessor in accordance
       with the provisions in that behalf herein contained

4.21.2 Notwithstanding clause 4.22 not to create a total of more than five
       separate occupations of the Premises at any time (the occupation (if
       any) of the Tenant of part of the Premises being counted as one such
       occupation for this purpose)

AUTHORISED UNDERLETTING

4.22   Not at any time during the Term to demise or underlet the whole or a
       Permitted Part for all or any part of the Term without the Lessor's
       written licence first had and obtained which shall not be unreasonably
       withheld or delayed PROVIDED that the underlease shall

4.22.1      provide that the rent to be reserved by the underlease shall not be
            less than the open market rental value of the Premises or a due
            proportion hereof in the case of an underletting of a Permitted Part
<PAGE>
4.22.2      contain a covenant by the undertenant to observe and perform the
            Tenant's covenants in this Lease (other than payment of the rents
            hereunder) as are appropriate to the underlet premises

4.22.3      provide for re-entry by the under landlord on breach of any covenant
            by the undertenant

4.22.4      prohibit any assignment of the whole without the prior consent of
            the Lessor under this Lease (such consent not to be unreasonably
            withheld or delayed

4.22.5      prohibit any further underletting of the Premises (the same being
            expressly prohibited save for one further underletting of the whole
            of the underlet premises or (if appropriate) a Permitted Part
            provided always that the term of such further underletting does not
            exceed three years)

4.22.6      impose in relation to any permitted assignment the same obligations
            for registration with the Lessor as are contained in this Lease in
            relation to dispositions by the Tenant

4.22.7      provide for the underlandlord to take all reasonable steps to
            enforce the performance and observance by every such undertenant of
            the provisions of the underlease and not at any time either
            expressly or by implication to waive any breach of the covenants or
            conditions on the part of any undertenant or assignee of any
            underlease nor vary the terms of any underlease without the consent
            of the Lessor (such consent not to be unreasonably withheld or
            delayed)

4.22.8      impose in relation to any permitted further underletting the same
            obligations as are contained in 4.22.4 and 4.22.6

4.22.9      impose obligations where the term of the underlease is in excess of
            three years:-

4.22.9.1          to ensure (if applicable) that the underlease contains
                  provisions for rent review at the same time and on similar
                  terms to those contained in this Lease

4.22.9.2          to ensure that the rent is reviewed in accordance with the
                  terms of the underlease

4.22.9.3          to give notice to the Lessor of the details of the
                  determination of every rent review notice within 28 days

4.22.9.4          provide that prior to the tenant further underletting the
                  underlet premises or (if appropriate) a Permitted Part it
                  shall before doing so and before giving possession to the
                  intended sub-underlessee execute and deliver a deed to be
                  prepared by the Lessor's solicitors
<PAGE>
                  at the cost of the Tenant containing if required by the Lessor
                  a covenant by the intended sub-underlessee directly with the
                  Lessor to perform and observe during the term granted to the
                  sub-underlessee the covenants on its part contained in the
                  sub-underlease

4.22.10           to ensure that any such underlease or sub-underlease is
                  excluded from Sections 24-28 of the Landlord and Tenant Act
                  1954 (as amended) and to supply a copy of the relevant order
                  to the Lessor

NOTICES SPECIFYING BREACH

4.23   To pay on an indemnity basis all expenses (including proper solicitors'
       and architects costs and surveyors fees) costs fees charges and
       disbursements (including Value Added Tax) properly incurred by the Lessor
       or the Superior Lessor:-

4.23.1      incidental to the preparation and service of a notice under section
            146 of the Law of Property Act 1925 or incurred in proceedings under
            Section 146 or 147 of that Act notwithstanding in any such case
            forfeiture is avoided otherwise than by relief granted by the Court

4.23.2      of and incidental to the reasonable and proper contemplation of and
            service of all notices and schedules relating to wants of repair the
            non payment of rent or the performance and observance of the
            covenants contained in this Lease and whether served during or
            within two months after the expiration or sooner determination of
            the Term

PLANNING ACTS

4.24.1      At all times during the Term to comply in all respects with the
            provisions and requirements of the Planning Acts or any statutory
            modification or re-enactment thereof for the time being in force and
            any regulations orders consents or conditions made thereunder and
            all licences consents permission and conditions (if any) granted or
            imposed thereunder whether as to the permitted user hereunder or
            otherwise and to indemnify (as well after the expiration of the Term
            by effluxion of time or otherwise as during its continuance if the
            liability vests in the Lessor as a result of some act or default of
            the Tenant its servants agents invitees and those under its control
            during the Term) and keep the Lessor indemnified against ail
            liability whatsoever including proper costs and expenses in respect
            of any contravention thereof and promptly to produce to the Lessor
            on receipt of notice thereof any notice order or proposal therefor
            made given or issued to
<PAGE>
            the Tenant by a planning authority under or by virtue of the said
            Planning Acts affecting or relating to the Premises and at the
            request (when it is reasonable to do so) and cost of the Lessor to
            make or join with the Lessor in making any reasonable objection or
            representation in respect of the same that the Lessor shall deem
            reasonably expedient

4.24.2      Not without the previous consent in writing of the Lessor (such
            consent not to be unreasonably withheld or delayed) to apply for
            any planning permission relating to the Premises or any part
            thereof

4.24.3      Subject only to any statutory direction to the contrary to pay and
            satisfy any charge or levy that may subsequently be imposed under
            the Planning Acts in respect of the carrying out or maintenance by
            the Tenant on the Premises of any operations or the commencement or
            continuance of any such

4.24.4      Notwithstanding any consent which may be granted under this Lease
            not to carry out or make any alteration or addition to the Premises
            or any change of use until:-

4.24.4.1          all necessary notices under the Planning Acts have been served
                  and copies produced to the Lessor

4.24.4.2          all necessary permissions under the Planning Acts have been
                  obtained and produced to the Lessor

4.24.4.3          the Lessor has acknowledged that every necessary planning
                  permission is acceptable to it (acting reasonably) the Lessor
                  being entitled to refuse the acknowledgement of its acceptance
                  of a planning permission on the grounds that any condition
                  contained in it or omitted from it may be materially
                  prejudicial to the Lessor's interest in the Premises whether
                  during or following the expiration of the Term

4.24.4.4          where permission is granted subject to conditions if the
                  Lessor so reasonably requires to provide security for the
                  compliance with such conditions and not to implement the
                  planning permission until security has been provided

DAMAGE INDEMNITY

4.25   To be responsible for and to indemnify the Lessor against all damage
       occasioned to the Premises by reason of the keeping of dangerous
       combustible or inflammable goods or materials on any part of the Premises
       and to effect adequate insurance against all third parties and public
       liability risks in respect thereof

OBSTRUCTION

<PAGE>
4.26   Not to place or permit or suffer to be placed any goods or things
       whatsoever upon nor to cause or permit any obstruction to the entrances
       passages and other common portions of the Building or upon any adjoining
       roads or ways

REGULATIONS
-----------

4.27   To observe and conform to all reasonable regulations and restrictions
       made by the Lessor or the Superior Lessor for the proper management of
       the Building and notified in writing by the Lessor to the Tenant from
       time to time

RE-LETTING BOARDS
-----------------

4.28   To permit the Lessor during the six months immediately preceding the
       determination of the Term and at any time thereafter (unless this Lease
       has been made the subject of renewal or extension proceedings by the
       Tenant under or by virtue of the Landlord and Tenant Act 1954) to affix
       and retain without interference upon any appropriate part of the Premises
       a notice for re-letting the same in a position to be approved by the
       Tenant (such approval not to be unreasonably withheld or delayed) and
       during such period preceding the determination of the Term to permit
       persons with written authority of the Lessor or the Lessor's agents at
       reasonable times of the day and upon prior appointment to view the
       Premises.

REGISTRATION
------------

4.29   Within twenty-eight days after any permitted assignment underlease
       mortgage charge transfer vesting declaration or order declaration of
       trust probate letters of administration disposition devolution or other
       instruments of the Premises or any part thereof whether the same be
       effected orally or in writing to give notice thereof in duplicate to the
       Lessor's solicitor and to produce to him the original or a certified copy
       of the instrument or instruments (including any relevant probate letter
       of administration or assent) or if the same be made orally a memorandum
       of the terms of such transaction as aforesaid and also to deliver to the
       same solicitor for retention by the Lessor a copy thereof and to pay to
       the same solicitor a reasonable fee of not less than TWENTY POUNDS
       (L20.00) plus VAT thereon for registration of such transaction in the
       Lessor's books or records and within 28 days of every determination of a
       revised rent under the provisions of any underlease or underleases to
       give full details to the solicitors of the Lessor with evidence of that
       determination

GLASS INSURANCE
---------------

4.30   Forthwith to insure and keep insured against loss or damage by accident
       all plate glass in the Premises to the full reinstatement value thereof
       in an insurance office of repute and whenever required to produce to the
       Lessor or their surveyors or agents

<PAGE>
     the policy of such insurance and the receipt for the last premium due in
     respect thereof and in case the said glass or any of it shall be destroyed
     or damaged by accident then and as often as the same shall happen all
     monies received in respect of such insurance shall with all convenient
     speed be laid out in reinstating the same with glass of the same nature
     quality and thickness as at present and to make up any deficiency in such
     monies for that purpose in default of such insurance being effected or such
     policy and receipt being produced it shall be lawful for the Lessor to
     insure or cause to be insured the plate glass in the manner described above
     and to pay the premium within seven days of demand and in default of such
     reimbursement the same shall be recoverable by action as if it were rent in
     arrears and shall carry Interest until the date of payment

YIELD UP

4.31.1    To yield up the Premises with all additions and improvements and the
          fixtures and fittings and additions thereto at the expiration or
          sooner determination of the Term in good and substantial repair and
          condition (the Lessor's fixtures fittings and appurtenances being duly
          replaced if beyond economic repair) in accordance with the several
          covenants on the part of the Tenant hereinbefore contained it being
          agreed that the Lessor shall be entitled (but not if the Lease has
          been made the subject of extension or renewal proceedings issued by
          the Landlord under or by virtue of the Landlord and Tenant Act 1954)
          to require the Tenant to remove any Tenant's fixtures by serving
          notice on the Tenant to that effect

4.31.2    To execute all works of repair painting gilding polishing graining
          varnishing distempering colouring decorating papering and repointing
          of the Premises to the reasonable satisfaction of the surveyor for the
          time being of the Lessor

LICENCE FEES

4.32      To pay all reasonable costs and professionals' fees properly incurred
          by the Lessor attendant upon or incidental to every application made
          by the Tenant for a consent or licence hereinbefore required or made
          necessary whether the same be granted or refused or proffered subject
          to any lawful qualification or condition (but no further or otherwise)
          or whether the application be withdrawn (save where consent has been
          unreasonably refused or delayed or made subject to any unlawful
          qualification or condition)

VALUE ADDED TAX

<PAGE>
4.33    The Tenant shall in addition to the rents charges fees and other
        payments of whatsoever nature which are or shall be reserved or which
        are or may become payable pursuant to the provisions of this Lease
        (hereinafter in this clause called "the Payments") by or on behalf of
        the Tenant to the Lessor or any person firm or company acting on the
        Lessor's behalf pay any Value Added Tax which is or may at any time
        hereafter become chargeable in respect of the supply the subject of the
        Payments and the same shall be recoverable by action or by distress as
        for rent in arrear PROVIDED ALWAYS that wherever appropriate the Lessor
        or the person firm or company to whom the payments are made shall supply
        the Tenant with the appropriate Value Added Tax invoice in respect
        thereof

ACCESS TO REPAIR

4.34    To permit the duly authorised agents and servants of the Lessor and the
        Superior Lessor (and if authorised by the Lessor or the Superior Lessor
        the lessees tenants and occupiers of any adjoining premises in the
        Building belonging to the Lessor or the Superior Lessor) with all
        necessary workmen and appliances at all reasonable times upon prior
        appointment to enter upon the Premises (where no other means are
        reasonably available) to repair cleanse or maintain any Conducting Media
        in on over or under the Premises for the accommodation of any adjoining
        premises now or hereafter belonging to the Lessor or the Superior Lessor
        all damage thereby occasioned to the Premises being made good by the
        person or persons exercising such rights to the reasonable satisfaction
        of the Tenant

PRECAUTIONS AGAINST ESCAPE OF DANGEROUS OR NOXIOUS SUBSTANCES

4.35    To take all reasonably necessary precautions (whether by the
        installation of devices for consuming or absorbing smoke or fumes or for
        catching intercepting or precipitating soot dust or ashes or by some
        other means) to prevent the amount of smoke fumes gas soot dust or ashes
        escaping from the Premises into the surrounding atmosphere PROVIDED
        ALWAYS that nothing in this sub-clause contained shall be deemed to be
        an authorisation by the Lessor of or of the commission of a nuisance

NOT TO BLOCK CONDUITS

4.36.1  Not to stop up or obstruct in any way whatsoever or permit oil grease or
        other deleterious matter or substance to enter the drains and sewers of
        the Lessor and to employ such plant for treating any deleterious
        effluent before permitting the same to enter such drains and sewers as
        may reasonably be required by the Lessor from time to time and at such
        intervals as may be



<PAGE>
          reasonable to take steps to rod the drains and conduits serving the
          Premises so as to ensure that no blockage of them shall occur

4.36.2    Not to stop up darken or obstruct any windows or lights belonging to
          the Premises or any adjoining or neighbouring Premises owned by the
          Lessor or their lessees or tenants (save that the Tenant shall be
          entitled to install appropriate blinds on the inside of the Premises
          and covering the windows)

ENCROACHMENTS

4.37   To use its reasonable endeavours to prevent any encroachment upon the
       Premises or the acquisition of any new right to light passage drainage or
       other encroachment or easement over upon or under the Premises and to
       give notice to the Lessor of any threatened encroachment or attempt to
       acquire any such easement and at the reasonable request and cost of the
       Lessor will do all reasonable such things as may be proper for preventing
       any new encroachment or easements being acquired

NOTICE OF DEFECTS

4.38   To give notice to the Lessor of any defect in the Premises which might
       give rise to an obligation on the Lessor to do or refrain from doing any
       act or thing in order to comply with the provisions of this Lease or the
       duty of care imposed on the Lessor pursuant to the Defective Premises Act
       1972 or otherwise

TO OBSERVE SUPERIOR LEASE

4.39   To observe and perform the covenants and conditions on the part of the
       lessee contained in the Superior Lease (save for clauses 11.1.2 (unless
       any loss of rating relief derives from the Tenant claiming such relief)
       and 11.10 of the Superior Lease) so far as they relate to the Premises
       and are still subsisting and capable of being performed but except in so
       far as the Lessor expressly covenants in this Lease to observe and
       perform the same and except where such covenants and conditions on the
       part of the lessee contained in the Superior Lease are inconsistent with
       or relate to matters specifically covered by this Lease and to indemnify
       the Lessor from and against any actions proceedings claims damages costs
       expenses or losses arising from any breach non-observance or
       non-performance of such covenants and conditions except as aforesaid

SUBSTITUTE SURETY

4.40.1 To give notice to the Lessor within twenty-one days if any person who has
       entered into covenants with the Lessor as surety for the performance of
       the Tenant under this Lease becomes insolvent which for the purposes of
       this lease means:
<PAGE>
4.40.1.1  in relation to a company any of the following:

4.40.1.1.1     it is deemed unable to pay its debts as defined in the Insolvency
               Act 1986 ("the Act") Section 123

4.40.1.1.2     a proposal is made for a voluntary arrangement under Part I of
               the Act

4.40.1.1.3     a petition (other than a vexatious petition) is presented for an
               administration order under Part II of the Act

4.40.1.1.4     a receiver administrative receiver or manager is appointed

4.40.1.1.5     it goes into liquidation as defined in Section 247(2) of the Act
               (other than a voluntary winding up solely for the purpose of
               amalgamation or reconstruction of a solvent company)

4.40.1.1.6     a provisional liquidator is appointed under Section 135 of the
               Act

4.40.1.1.7     a proposal is made for a scheme of arrangement under the
               Companies Act 1985 Section 425

4.40.1.1.8     it is struck off the Companies Register or otherwise ceases to
               exist

4.40.1.2  in relation to an individual any of the following:

4.40.1.2.1     an application is made for an interim order or a proposal is made
               for a voluntary arrangement under Part VIII of the Act

4.40.1.2.2     a bankruptcy petition (other than a vexatious petition) is
               presented to the court or his circumstances are such that a
               bankruptcy petition could be presented under Part IX of the Act

4.40.1.2.3     he enters into a deed of arrangement

4.40.1.2.4     a receiver is appointed under the Mental Health Act 1983

<PAGE>
4.40.2         If requested by the Lessor following an event under Clause 4.40.1
               to procure that within twenty eight days of the request some
               other person reasonably acceptable to the Lessor enters into
               similar covenants with the Lessor

GOODS LEFT ON THE PREMISES

4.41      If at the termination of the Term of this Lease has not been renewed
          by the Tenant and any goods furniture or effects belonging to the
          Tenant are left in the Premises for more than twenty-eight days the
          Lessor shall have power to sell them as agent for the Tenant and the
          Lessor shall pay or account to the Tenant within ten days after a
          written demand for the proceeds of sale (with Interest) less the
          reasonable and proper costs of removal storage and sale

DISABILITY DISCRIMINATION ACT

4.42      To comply in all respects with the requirements of the Disability
          Discrimination Act 1995 in so far as it affects the Premises and to
          indemnify the Lessor against any breach in respect of such
          requirements

CONTRACT (RIGHT OF THIRD PARTIES) AT 1999

4.43      The parties agree that the terms of the Contract (Rights of Third
          Parties) Act 1999 shall not apply to the letting hereby created

SECTIONS 6 AND 7 OF LANDLORD AND TENANT (COVENANTS) ACT 1995

4.44      Not to unreasonably object to any application made by the Lessor for
          release of its covenants contained herein and made pursuant to
          Sections 6 and 7 of the Landlord and Tenant (Covenants) Act 1995

5.        LESSOR'S COVENANTS

          THE LESSOR hereby COVENANTS with the Tenant as follows:-

5.1       SERVICES

          The Lessor covenants with the Tenant that (subject to the Tenant
          paying the Tenant's Share of Expenditure as provided in the Schedule
          to this Lease) the Lessor shall (or shall procure the same):

5.1.1          maintain repair renew (renewal only if beyond economic repair)
               replace and clean the Retained Parts and decorate the Retained
               Parts in the Decoration Year

<PAGE>
5.1.2     maintain repair renew (renewal only if beyond economic repair)
          replace clean decorate and light the Common Parts

5.1.3     comply with the requirements of the insurers or of any statute
          (existing or to be passed) or Competent Authority that relate to the
          Retained Parts and the Common Parts or any part of them and for which
          no tenant is directly liable

5.2  QUALIFIED NATURE OF LESSOR'S COVENANTS

5.2       The Lessor will not be liable to the Tenant for any breach of its
          obligations in Clause 5.1 where the breach was caused by something
          beyond the Lessor's control (provided the Lessor uses reasonable
          endeavours to remedy the breach)

5.3  LESSOR'S COVENANTS

     The Lessor covenants with the Tenant

5.3.1     to insure to procure that the Superior Lessor insures (unless such
          insurance is vitiated by any act or default of the Tenant any
          subtenant or their respective servants agents licensees or invitees)
          the Premises against damage caused by fire lightning explosion
          aircraft (or other aerial device) or articles failing from them riot
          civil commotion malicious persons acts of terrorism earthquake storm
          tempest flood bursting and overflowing of water pipes tanks and other
          apparatus impact by mechanically propelled vehicles three years loss
          of rent VAT and Service Charge it being agreed that the Lessor may
          (where reasonable to do so) when calculating the appropriate sum
          against which to insure in respect of loss of rent take account of the
          level of rent likely to be paid following rent review pursuant to
          clause 7:

5.3.1.1        the obligation to insure against any particular risk is subject
               to insurance for that risk being ordinarily available from a
               reputable insurer for the Premises

5.5.1.2        the insurance will be subject to any exclusions conditions and
               excesses that the insurer requires

<PAGE>
5.3.2          to effect this insurance with a reputable insurance company or
               with reputable underwriters and through any reputable agency that
               the Lessor may from time to time decide

5.3.3          that this insurance will be for the full cost of reinstatement
               including (without limitation):

5.3.3.1             temporarily making the Premises safe and protecting any
                    adjoining structures

5.3.3.2             debris removal demolition and site clearance

5.3.3.3             the cost of obtaining planning and all other statutory and
                    other consents

5.3.3.4             architects' surveyors' and other fees

5.3.3.5             the cost of complying with the requirements of any statute
                    or Competent Authority

5.3.3.6             any VAT that may be payable on or in respect of any of these
                    costs and fees

               PROVIDED THAT the Tenant  may at any time during the Term notify
               the Lessor in writing if it considers that the insurance is for
               less than the full cost of reinstatement and of the amount the
               Tenant considers to be the full cost of reinstatement and the
               Lessor will effect such increased insurance cover as the Tenant
               may reasonably require

5.3.4          to produce to the Tenant on demand reasonable evidence of the
               terms of the policy and of payment of the last premium

5.3.5          to notify the Tenant of any change in the risks covered by the
               policy

5.3.6          to notify the insurers of the Tenant's interest in the Premises
               and to have such interest noted on the policy of insurance and
               to take all reasonably necessary steps to ensure that any
               undertenant's interest is noted on such policy of insurance


<PAGE>
         as to the matter in dispute and which he shall consider but shall not
         in any way be limited or fettered thereby and he shall determine the
         matter in dispute in accordance with his own judgement

6.13.5   The expert shall give notice in writing of his decision to the Lessor
         and the Tenant within twenty-eight days of his appointment or within
         such extended period as the parties may agree and his decision shall be
         final and binding on all matters referred to him

6.13.6   The fees and expenses of the expert and the cost of his appointment
         shall be in his award

6.13.7   If the expert shall die delay or became unwilling or incapable of
         acting or for any other reason is unable to complete his duties then
         either party may apply under Clause 6.13.3 for another expert to be
         appointed in his place

TENANT TO PAY IRRECOVERABLE PROPORTION OF INSURANCE MONIES

6.14     In the event of damage or destruction of the Premises by an Insured
         Risk but where all or part of the insurance monies shall be
         irrecoverable as a result of any act omission neglect or default of the
         Tenant then the Tenant shall pay to the Lessor all or such part of the
         insurance monies as shall have been irrecoverable as a result of the
         act omission neglect or default of the Tenant as aforesaid and any
         dispute in this respect shall be referred for determination in
         accordance with clause 6.13

6.15     USER FOR PARTICULAR PURPOSE
         Nothing in this Lease or in any consent granted by the Lessor implies
         that the Premises may be used for any particular purpose

6.16     NO EASEMENTS BY PRESCRIPTION
         The Tenant will not during the Term acquire or become entitled to any
         easement over any other premises

6.17     PERPETUITY PERIOD
         The perpetuity period applicable to this Lease is eighty years
         beginning on the date of this Lease and whenever in this Lease either
         party is granted a future interest it must best within that period and
         if it has not it will be void for remoteness
<PAGE>
6.18  LESSOR'S SURVEYOR
      -----------------

      Whenever this Lease provides for questions to be referred to or issues to
      be determined by the Lessor's surveyor:

6.18.1    the term "in the absence of agreement" means in the absence of
          agreement between the Lessor and the Tenant and does not require the
          agreement of any surety to have been sought

6.18.2    in making his determination he will be acting as an expert and not as
          an arbitrator acting professionally and impartially and his
          determination will be final and conclusive(save in the case of
          manifest error)

6.18.3    his fees and disbursements for making the determination will be paid
          as he directs as being fair and reasonable in the light of his
          determination having regard to the nature of the dispute and the views
          of the parties expressed to him prior to his determination in relation
          to the dispute

6.18.4    he must be an Associate or Fellow of The Royal Institution of
          Chartered Surveyors

RENT REVIEW
-----------

7.   7.1  Definitions
          -----------

7.1.1     The terms defined in this clause shall for all purposes of this clause
          have the meanings specified

7.1.2     "Review Period" means the period between the Review Date and the day
          prior to the expiry of the Team(inclusive)

7.1.3     "The Assumptions" means the following assumptions at the Review Date

7.1.3.1         That no work has been carried out on the Premises by the Tenant
                or any sub-tenant which has diminished the rental value of the
                Premises save where such work has been carried out pursuant to
                clauses 4.9 and 4.42 and/or any corresponding clauses in any
                underlease

7.1.3.2         That if the Premises have been destroyed or damaged by any of
                the insured risks referred to in clause 5.3.1 that they have
                been fully restored




<PAGE>
7.1.3.3        That the covenants contained in this Lease on the part of the
               Tenant have been fully observed and performed

7.1.3.4        That the Premises are available to let by a willing landlord
               ("Willing Landlord") to a willing tenant ("Willing Tenant") by
               one lease without a fine or premium being paid by either party
               and with vacant possession

7.1.3.5        That the Premises are ready and fit for possession and to be
               fitted out and equipped to render them ready for use for the
               purpose or purposes required by the Willing Tenant

7.1.3.6        That the lease referred to in paragraph 7.1.3.4 contains the
               same terms as this Lease except the amount of the Rent but
               including the provision for rent review every five years and
               except as set out in paragraph 7.1.3.7

7.1.3.7        That the term of the lease referred to in paragraph 7.1.3.4 is
               equal in length to the Term and that such term begins on the
               Review Date and that the rent shall commence to be payable from
               that date and that the years during which the Tenant covenants
               to decorate the Premises shall be at similar intervals after the
               beginning of the term of such lease as those referred to in this
               Lease

7.1.3.8        That any rent free period or concessionary rent period or
               contribution or any other inducement whether of a capital or
               revenue nature which would or might be made by the Willing
               Landlord to the Willing Tenant for fitting out purposes only
               upon the grant of the lease referred to in paragraph 7.1.3.4
               shall have expired or been given immediately before the Review
               Date

7.1.4     The Disregarded Matters means:-

7.1.4.1        Any effect on rent of the fact that the Tenant any subtenant or
               their respective predecessors in title or any other lawful
               occupiers have been in occupation of the Premises

7.1.4.2        Any goodwill attached to the Premises by reason of the carrying
               at the Premises of the business of the Tenant any subtenant or
               their respective predecessors in title or any other lawful
               occupiers

7.1.4.3        Any increase in rental value of the Premises attributable to the
               existence at the Review Date of any alterations works and
               improvements to the Premises carried out by the Tenant any
               subtenant or their respective predecessors in title with consent
               where


<PAGE>
          required (save where consent has been unreasonably refused) otherwise
          than in pursuance of an obligation to the Lessor or its predecessors
          in title except for: (a) any obligation under clauses 4.9 or 4.42;
          and/or (b) any obligation on the part of the Tenant any subtenant or
          other lawful occupier in an agreement for lease and/or any licence for
          alterations

7.1.4.4   The Tenant's Works (as defined in the agreement for underlease dated
          [        ] 2000 made between the Lessor (1) and the Tenant (2)

7.1.5     "The President" means the President for the time being of the Royal
          Institution of Chartered Surveyors the duly appointed deputy of the
          President or any person authorised by the President to make
          appointments on his behalf

7.1.6     "The Arbitrator" means a person appointed by agreement between the
          parties or in the absence of agreement nominated by the President on
          the application of either party such application to be made not
          earlier than six months before the Review Date or at any time
          afterwards

7.2  ASCERTAINING THE RENT
     ---------------------

7.2.1  The Rent shall be:-

7.2.1.1   Until the Review Date the Initial Rent and

7.2.1.2   During the Review Period a rent equal to the greater of:-

7.2.1.2.1           the Rent payable immediately prior to the Review Date (or if
                    payment of Rent has been suspended pursuant to the proviso
                    to that effect contained in this Lease the Rent which would
                    have been payable had there been no such suspension) or

7.2.1.2.2           such Rent as may be ascertained in accordance with this
                    Clause

7.2.2     Such revised Rent for the Review Period may be agreed in writing at
          any time between the parties or (in the absence of agreement) will be
          determined by the Arbitrator

7.2.3     The revised Rent to be determined by the Arbitrator shall be in
          respect of the Review Date such as he shall decide to be the rent at
          which the Premises

<PAGE>
                  might reasonably be expected to be let on the open market at
                  the Review Date making the Assumptions but disregarding the
                  Disregarded Matters

      7.2.4       Any arbitration in connection with this clause shall be
                  conducted in accordance with the Arbitration Act 1996 except
                  that if the Arbitrator nominated pursuant to paragraph 7.1.6
                  shall die or decline to act the President may on the
                  application of either party discharge the Arbitrator and
                  appoint another in his place

      7.2.5       Whenever the Rent shall have been ascertained in accordance
                  with this clause a memorandum to this effect shall be signed
                  by or on behalf of the parties and annexed to this Lease and
                  its counterpart and the parties shall bear their own costs in
                  this respect

      7.3   ARRANGEMENTS PENDING ASCERTAINMENT OF REVISED RENT

            If the revised Rent payable during the Review Period has not been
            ascertained by the Review Date Rent shall continue to be payable at
            the rate previously payable such payments being on account of the
            Rent for the Review Period

      7.4   PAYMENT OF REVISED RENT

            If the revised Rent payable during the Review Period has not been
            ascertained by the Review Date then within fourteen days after
            the date when the same has been agreed between the parties or the
            date upon which the Arbitrator's award shall be received by the
            Tenant the Tenant shall pay to the Lessor:-

      7.4.1       Any shortfall between the Rent which would have been paid on
                  the Review Date and on any subsequent quarter days had the
                  revised rent been ascertained on or before the Review Date
                  and the payments made by the Tenant on account

      7.4.2       Interest on any shortfall at 3% below the Interest Rate from
                  the date or dates on which each part would have been due for
                  payment to the date of payment of such shortfall

     7.5    RENTAL RESTRICTION

     7.5.1        If at the Review Date there shall be in force a statute which
                  shall prevent restrict or modify the Lessor's right to review
                  the Rent in accordance with this Lease and/or to recover any
                  increase in the Rent the Lessor shall when such restriction
                  or modification is removed relaxed or modified be entitled
                  (but without prejudice to its rights (if any) to recover any
                  Rent the payment of which has only been deferred by Law) on
                  giving not less than one month's notice in writing to the
                  Tenant at any time within six months (time being of

<PAGE>
               the essence) of such restriction or modification to invoke the
               provisions of clause 7.5.2

7.5.2          Upon the service of a notice pursuant to clause 7.5.1 the Lessor
               shall be entitled:-

7.5.2.1             to proceed with any review of the Rent which may have been
                    prevented or further to review the Rent in respect of any
                    review where the Lessor's right was restricted or modified
                    and the date of expiry of such notice shall be deemed for
                    the purposes of this Lease to be a Review Date



7.5.2.2             to recover any increase in Rent with effect from the
                    earliest date permitted by law

SURETY

8.       THE SURETY in consideration of the demise hereinbefore contained having
         been made at his request hereby COVENANTS with the Lessor as a primary
         obligation that the Tenant shall pay the rents hereby reserved on the
         days and in manner aforesaid and shall duly perform and observe all the
         covenants hereinbefore on the Tenant's part contained and that in case
         of default in such payment of rent or performance or observance of any
         of the covenants as aforesaid during the currency of the Term until
         such time as the Tenant is released by the law from such liability the
         Surety will pay and make good to the Lessor on demand all loss damages
         costs and expenses thereby arising or incurred by the Lessor PROVIDED
         ALWAYS AND IT IS HEREBY AGREED that any neglect or forbearance of the
         Lessor in endeavouring to obtain payment of the said several rents when
         the same becomes payable or to enforce performance or observance of the
         several stipulations herein on the Tenant's part contained and any time
         which may be given by the Lessor to the Tenant shall not release or
         exonerate or in any way affect the liability of the Surety under this
         covenant AND PROVIDED FURTHER AND IT IS HEREBY FURTHER AGREED that:-

8.1            The Surety hereby further covenants with the Lessor that:-

8.1.1.1             if there shall be disclaimer of this Lease whether by a
                    liquidator trustee in bankruptcy the Crown or otherwise
                    howsoever or

8.1.1.2             if the Tenant being a sole or the last surviving Tenant
                    shall in the case of an individual die or in the case of a
                    company be dissolved or if otherwise the Tenant shall cease
                    to exist
<PAGE>
               THEN the Surety shall if the Lessor by notice in writing given to
               the Surety within three months after such disclaimer or
               occurrence referred to in subparagraph 8.1.2 so requires accept
               from and execute and deliver to the Lessor a counterpart of a new
               lease of the Premises for a term commencing on the date of the
               disclaimer or such occurrence and continuing for the residue then
               remaining unexpired of the Term such new lease to be at the
               reasonable cost of the Surety and to be at the same rent and
               subject to the same covenants conditions and provisions as are
               contained in this Lease

8.2.3          if the Lessor shall not require the Surety to take a new lease
               the Surety shall nevertheless upon demand pay to the Lessor a sum
               equal to the rent that would have been payable under this Lease
               but for the disclaimer or such occurrence in respect of the
               period from and including the date of such disclaimer or such
               occurrence until the expiration of 3 months therefrom or until
               the Lessor shall have granted a lease of the Premises to a third
               party whichever shall first occur

8.3       This guarantee shall enure for the benefit of the successors and
          assigns of the Lessor under this Lease without the necessity for any
          assignment thereof

9         AUTHORISED GUARANTEE AGREEMENT

AGREEMENT dated

PARTIES                  BETWEEN

                         _____________________ ("Landlord")(1)

                         _____________________ ("Assignor")(2)

Agreement conditional on THE assignor has agreed to assign the lease completion
of proposed [particulars] ("the Lease") to assignment ("the Assignee") and this
agreement takes effect when the Lease is assigned to the Assignee

Indemnity against loss from THE Assignor agrees to indemnify the Landlord
against failure to comply with any all losses incurred as a result of any
failure by the

<PAGE>
LEASE TERM                    Assignee to comply with any of the terms of the
                              Lease until such time as the Assignee shall be
                              released from those terms by virtue of the
                              Landlord and Tenant (Covenants) Act 1995 or if
                              earlier the determination of the Lease

ASSIGNOR IS PRINCIPAL DEBTOR  THE Assignor is liable to the Landlord under this
                              agreement as principal debtor, and his/its
                              obligation remains fully effective even if the
                              Landlord gives the Assignee extra time to comply
                              with any obligation in the Lease, or does not
                              insist on its strict terms

                              It being agreed, however, that in the event of
                              the Landlord (with the consent of the Assignor
                              and at the request of the Assignee) granting any
                              concession as a result of which the Assignee is
                              entitled to defer the payment of any monies due
                              then for all purposes in connection with this
                              Lease (and in particular in relation to section 17
                              of the Landlord & Tenant (Covenants) Act 1995)
                              such monies shall be deemed to fall due on the
                              subsequent date agreed between the Landlord and
                              the Assignee pursuant to the concession in lieu
                              of the earlier date.

ASSIGNOR TO ACCEPT A NEW      1.   THE Assignor agrees, in the event that the
TENANCY IF LEASE DISCLAIMED        Lease is disclaimed and on being so required
                                   by the Landlord within three months of such
                                   disclaimer (time being of the essence) to
                                   accept from the Landlord the grant of a new
                                   tenancy and to execute and deliver a
                                   counterpart of it to the Landlord. The new
                                   tenancy is to be on the same terms and
                                   conditions as the Lease at the date of the
                                   disclaimer and to be for a term expiring on
                                   the term date of the Lease from the date of
                                   such disclaimer

<PAGE>
                                        2.  If the Landlord shall not require
                                            the Assignee to accept the grant of
                                            a new tenancy in accordance with
                                            paragraph 1 the Assignee shall only
                                            be required to pay the sum equal to
                                            the rents that would have been
                                            payable under the Lease but for the
                                            disclaimer in respect of the period
                                            from the date of disclaimer to the
                                            date which is three months from the
                                            date of the disclaimer and not
                                            further or otherwise notwithstanding
                                            the indemnity referred to above

AGREEMENT ENDS WHEN ASSIGNOR            THIS agreement ceases to have effect
RELEASED BY ASSIGNMENT (WHICH           when the Assignee is released from the
IS NOT EXCLUDED) OR BY AGREEMENT        tenant covenants of the Lease by virtue
                                        of section 5 of the Landlord and Tenant
                                        (Covenants) Act 1995 or with the consent
                                        of the Landlord

SEVERANCE                               THE parties to this Deed hereby agree
                                        and declare that:-

                                        1.  Any provision in this deed which is
                                            void pursuant to Section 25 of the
                                            Landlord & Tenant (Covenants) Act
                                            1995 shall be severed from all
                                            remaining provisions and such
                                            remaining provisions shall be
                                            preserved
                                        2.  To the extent that any provision in
                                            this Deed extends beyond the
                                            limitation set by the said Section
                                            25 but if it did not so extend it
                                            would remain unaffected by the said
                                            Section 25, the provisions shall be
                                            deemed to be varied so as not to
                                            extend beyond the said limitations

HEADINGS



<PAGE>
10.  THE headings hereto are inserted for convenience of reference only and
     shall not in any manner affect the construction meaning or effect of
     anything herein contained or govern the rights and liabilities of the
     parties hereto

IN WITNESS whereof the parties hereto have executed these presents as a deed
the day and year first above written
<PAGE>
                                   Secretary

EXECUTED as a DEED by
and
for and on behalf of
CARLTON & GRANADA INTERNET LIMITED


 /s/ illegible                     Director



                                   Secretary


EXECUTED as a DEED by
and
for and on behalf of
ASK JEEVES (JERSEY) LIMITED


 /s/ illegible                     Director



                                   Secretary
<PAGE>
                                  THE SCHEDULE



1.   DEFINITIONS

     In this Lease:

1.1       "Services" means the services facilities and amenities mentioned in
          Clause 5.1

1.2       "Expenditure" means:

1.2.1          the costs and expenses properly incurred by the Lessor (and any
               VAT paid by the Lessor unless the VAT is recovered by the Lessor)
               in and incidental to providing the Services and

1.2.2          all Other Expenses properly incurred by the Lesser (and any VAT
               paid by the Lessor unless the VAT is recovered by the Lessor)

1.3       "Other Expenses" means:

1.3.1          a reasonable management fee to the Lessor or payable to the
               Lessor's surveyor or managing agents retained by the Lessor to
               collect the rents and other sums due to the Lessor (but not
               including the collection of arrears of rent from any other tenant
               in the Building) and to undertake any of the Lessor's obligations
               under this Lease

1.3.2          the proper charges and disbursements of the Lessor's surveyor in
               respect of any of the functions undertaken by him in relation to
               the Services and Other Expenses

1.3.3          the proper charges and disbursements incurred by the Lessor in
               determining the full cost of reinstatement of the Building for
               insurance purposes

1.3.4          the proper cost of electricity gas oil or other fuel and water
               used in connection with the provision of the Services

<PAGE>
1.3.5          proper outgoings that are charged assessed or imposed upon the
               Common Parts by any statutory body

1.3.6          any amount which the Lessor may properly be called upon to pay as
               a contribution towards the expense of repairing maintaining or
               cleaning anything used exclusively by the Building or its
               occupiers or by the Building or its occupiers and any
               neighbouring property and the occupiers of that property

1.3.7          the proper cost of complying with making representations against
               or otherwise contesting any notice direction order certificate
               or assessment served or issued by a Competent Authority for which
               no tenant is directly liable or a proposal of a Competent
               Authority that relates to or that would materially affect the
               Building (or any part of it)

1.3.8          the proper cost of abating a nuisance to any part of the Building
               so far as the abatement is not the direct responsibility of any
               tenant

1.3.9          the cost including interest and bank charges of borrowing to
               finance the Lessors obligations under clause 5.1

1.3.10         the proper cost where these cannot be recovered from another
               party of enforcing any claim or taking or defending any
               proceedings that the Lessor may at its reasonable discretion take
               or defend in relation to the Building including (without
               limitation):

1.3.11.1       against contractors consultants architects structural engineers
               mechanical and electrical engineers surveyors or others employed
               or engaged in connection with the Services or any works to the
               Building

1.3.11.2       to establish preserve or defend any rights amenities or
               facilities used or enjoyed by occupiers of the Building or to
               which they may be entitled

1.3.12         any other sum properly incurred by the Lessor in connection with
               the Building

<PAGE>
1.3.13            any provision for payment in a subsequent year that the
                  Lessor considers appropriate

1.3.14            the proper costs incurred by the Lessor of enforcing any
                  claim or taking any proceedings against the insurers under
                  the provisions of Clause 5.4.2.2 and in applying for the
                  Permissions pursuant to Clause 5.4.2.3 where these cannot be
                  recovered from another party

1.3.4         "Accounting Date" means 31st December or any other date that the
             Lessor may nominate in writing

1.3.5        "Provisional Service Charge" means such sum as may be fixed for
             each year by the Lessor's surveyor as a reasonable estimate of
             the Tenant's Share of the Expenditure for that year

1.3.6        "Tenant's Share" means:

1.3.6.1           in relation to the external decoration of the Building
                  eighty-seven point one six per centum (87.16%) and

1.3.6.2           in relation to all other Expenditure eighty-two point four
                  five per centum (82.45%)

2.      PAYMENT OF SERVICE CHARGE

2.1          The Tenant covenants to pay to the Lessor by way of further and
             additional rent the Tenant's Share of Expenditure

2.2          The Tenant must pay to the Lessor the Provisional Service Charge
             without any deduction or set-off by equal quarterly payments on
             25th March 24th June 29th September and 25th December in each
             year (this sum to be treated as rent)

2.3          The Tenant's liability to pay the Tenant's Share and the
             Provisional Service Charge shall commence on the Service Charge
             Commencement Date
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2.4    Within three months after every Accounting Date the Lessor will prepare
       and supply to the Tenant an account:

2.4.1     showing the Expenditure for the period ending on the Accounting Date
          referred to in the account

2.4.2     containing a fair summary of the items referred to in it

2.4.3     including a certificate by the Lessor's surveyor of the Tenant's Share
          of the Expenditure for that period

2.4.4     showing the Provisional Service Charge paid by the Tenant (if any)

2.4.5  The account will be conclusive evidence for the purposes of this Lease of
       all matters of fact referred to in it PROVIDED THAT the Tenant may within
       fourteen days of receipt of the account and in respect of which time
       shall be of the essence notify the Lessor in writing of its requirement
       for the account to be audited whereupon the Lessor will as soon as is
       practicable use reasonable endeavours to arrange for the account to be
       audited and for a copy of the audited account to be supplied to the
       Tenant and the reasonable and proper fees and expenses of such audit
       shall be included in the Tenant's Share of Expenditure and payable by the
       Tenant as service charge

2.4.6  In the case of the first Accounting Date if the proportion of the
       Tenant's Share of the Expenditure shown in the account apportioned on a
       daily basis for the period from the Service Charge Commencement Date to
       the first Accounting Date:

2.4.6.1   exceeds the amount already paid as Provisional Service Charge prior to
          the first Accounting Date the Tenant must pay to the Lessor as rent
          the excess within ten days of written demand

2.4.6.2   is less than the amount already paid as Provisional Service Charge
          prior to the first Accounting Date the Lessor will credit the excess
          to the Tenant against the next quarterly payment of the Provisional
          Service Charge

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2.4.7          In the case of every subsequent Accounting Date if the Tenant's
               Share of the Expenditure shown in the account for the period
               beginning on the day after the previous Accounting Date and
               ending on that Accounting Date:

2.4.7.1             exceeds the amount paid as Provisional Service Charge
                    during that period the Tenant must pay to the Lessor as
                    rent the excess within ten days of written demand

2.4.7.2             is less than the amount paid as Provisional Service Charge
                    during that period the Lessor will credit the excess to the
                    Tenant against the next quarterly payment of the
                    Provisional Service Charge

3.   VARIATIONS OF THE TENANT'S SHARE

3.1            the percentages referred to in Paragraph 1.3.6 ("the
               Percentages") shall be varied in accordance with Paragraph 3.2 if
               at any time during the Term:

3.1.1.              the total property enjoying or capable of enjoying the
                    benefit of any of the Services is increased or decreased on
                    a permanent basis or

3.1.2               the benefit of any of the Services is extended on a like
                    basis to any adjoining or neighbouring property or

3.1.3               some other event occurs as a result of which the Percentages
                    are no longer appropriate to the Premises

3.2            the percentages will be varied if an event contemplated in Clause
               3.1 occurs in such manner as is determined to be fair and
               reasonable in the light of the event in question by the Lessor's
               surveyor

EXECUTED as a DEED by
CITY & GENERAL (WEST END)
LIMITED by the authority of


 /s/ illegible           Director