THIS UNDERLEASE is made the .......day ............................ Two Thousand

BETWEEN:-

(1)      JUNE ADRIENNE SCHNEIDER BULL of Flat 1, 6 Te??gnmouth  Road  London NW2
4HN ("the Lessor")

(2)      ONLINE MARKETING LTD of 3 Jacob Street London SE1        ("the Lessee")

WITNESSETH as follows:-

I. INTERPRETATION

         In this Underlease the following words and  expressions  shall have the
         following meanings:-

         "the Lessor" and "the Lessee" :shall include those deriving title under
                                        them respectively  and  (in  the case of
                                        the Lessor) the  person  or  company for
                                        the time being entitled to the reversion
                                        immediately       expectant   upon   the
                                        determination of the term hereby granted

         "the Premises"                 :all  those  third  floor  offices at 23
                                        Jacob    Street   London   SE1  as  more
                                        particularlydescribed in    the Superior
                                        Lease

         "the Superior Lease"           :means  a  Lease dated 25 April 1990 and
                                        made   between  (1)  Christopher  Adrian
                                        Craft  and (2)the Lessor (formerly known
                                        as June  Adrienne Schneider) under which
                                        the Lessor holds the Premises

         "the Superior Lessor"          : shall include all persons for the time
                                        being  having at interest immediately or
                                        immediately    expectant   upon      the
                                        determination of the term granted by the
                                        Superior Lease

         "interest"                     : interest  at  the  rate  of  5%  above
                                        National   Westminster   Bank  Plc  base
                                        lending rate for the time being  payable
                                        from the date of demand by the Lessor(or
                                        if later the date at  which monies shall
                                        have become due or at   which the Lessor
                                        shall have expended monies in respect of
                                        which interest is required under    this
                                        Underlease) until the date of payment to


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                                        the Lessor

         "the Term"                     :   the  term granted by this Underlease
                                        and any  continuation or extension of it
                                        whether by agreement operation of law or
                                        otherwise

2.       In this Underlease:

2.1      Words importing the singular number shall include the plural number and
         vice versa and words  importing  any  particular  gender shall  include
         masculine and feminine and neuter genders.

2.2      Where  the  Lessor  or the  Lessee  for the  time  being is two or more
         persons  covenants given by the Lessor of the Lessee shall be deemed to
         be entered into by such persons jointly and severally.

2.3      Where under the terms of this  Underlease  the consent of the Lessor is
         required for any act or matter the consent of the Superior Lessor under
         the  terms  of the  Superior  Lease  shall  also BE  REQUIRED  WHEREVER
         REQUISITE  PROVIDED THAT nothing in this underlease  shall be construed
         as imposing on the Superior  Lessor any obligation (or indicating  that
         such an obligation  is imposed on the Superior  Lessor by virtue of the
         terms of the  Superior  Lease)  not  unreasonably  to  refuse  any such
         consent.

2.4      Reference  to  any  right  exercisable  by  the  Lessor  or  any  right
         exercisable  by the Lessee in common with the Lessor shall be construed
         as including (where appropriate) the exercise of such right:

         2.4.1    by the  Superior  Lessor  and all  persons  authorised  by the
                  Superior  Lease where the  Superior  Lease  grants of reserves
                  such right to the Superior Lessor, and

         2.4.2    in common with all other persons having a like right.

3.       THE DEMISE

         In  consideration  of the rents and covenants on the part of the Lessee
hereinafter  reserved and CONTAINED THE LESSOR HEREBY  DEMISES TO THE LESSEE THE
PREMISES  RESERVING to the Lessor the Superior  Lessor and all others  similarly
entitled the rights  reservations and exceptions  contained IN OR REFERRED TO IN
THE  SUPERIOR  LEASE TO HOLD UNTO THE  LESSEE FOR A TERM  COMMENCING  ON THE 1ST
January 1999 and expiring on 31 December 2004 (subject as hereinafter mentioned)
paying  for the first  year of the term the  yearly  rent of  (pound)14,666  and
thereafter the yearly rent of (pound)20,000  payable by equal quarterly payments
in advance on the usual  quarter  days the first such  payment to be made on the
signing  hereof  and be in  respect  of   the  period  from  and  including  the
 ..........  day  of  ...................  2000..  to  the  day  of  2000  and as
additional  rent payable within 14 days of demand such sum or sums as the Lessor
shall be called upon to pay to the Superior  Lessor  pursuant to paragraph 25 of
the FOURTH  SCHEDULE TO THE SUPERIOR LEASE PROVIDED THAT in relation to such sum
or sums the

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Lessee shall pay to the Lessor the lesser of the actual  amount of the sums paid
pursuant  to  paragraph  25 of the Fourth  Schedule  as  aforesaid  or an amount
calculated  at the rate of  (pound)2,600  per annum and  apportioned  on a daily
basis for the period of the Underlease

4. LESSEE'S COVENANTS

         THE LESSEE COVENANTS with the Lessor as follows:-

4.1      RENT

         To pay the rent and  additional  rent as reserved  herein in the manner
         and at the times in which the same are hereby made payable (but without
         any  deductions  save as  authorised  or required by statute)  (whether
         formally  remanded or not) plus Value Added Tax thereon (if applicable)
         and where applicable the Lessor will supply to the Lessee a valid Value
         Added Tax  invoice  addressed  to the  Lessee and in the event that any
         rent shall be unpaid for more than seven days after the date upon which
         it is due to pay interest thereon.

4.2      ASSIGNMENT

4.2.1    Not to assign underlet mortgage charge part with or share possession of
         the Premises save as permitted by this sub-clause 4.2.

4.2.2    The Lessee may assign the whole of the Premises  (only)  subject to the
         provisions of the Schedule hereto being fully complied with.

4.2.3    Within 28 days after every assignment of or relating to the Premises to
         give notice of the same with full  particulars  thereof to the lessor's
         solicitors  and to pay a fee  for  registering  the  same in the sum of
         (pound)30 plus VAT.

4.3      TO COMPLY WITH SUPERIOR LEASE

         Save as otherwise  herein provided to observe and perform the covenants
         and  conditions  on the part of the Lessee  contained  in the  Superior
         Lease  and as  varied  by this  Underlease  and  where  appropriate  to
         reimburse the Lessor in respect of any payment made by the Lessor under
         the terms of the  Superior  Lease so far as they relate to the Premises
         and  except  in so  far as  the  Lessor  expressly  covenants  in  this
         Underlease  to observe and perform the same so that the said  covenants
         and conditions shall be construed as if the same had been made with and
         in favour of the Lessor 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

5.       SUBJECT AS in this Underlease  provided not to do omit suffer or permit
         in relation to the Premises any act or thing which would or might cause
         the Lessor to be in breach of the Superior  Lease or if done omitted or
         suffered or permitted by the Lessor would or might  constitute a breach
         of the covenants on the part of the lessee and the conditions contained
         in the Superior Lease

<PAGE>


6. LESSOR'S COVENANTS

         THE LESSOR COVENANTS with the Lessee as follows:-

6.1      FOR QUIET ENJOYMENT

         The Lessee paying the rents and performing the Lessee's covenants shall
         peaceably enjoy the Premises for the Term

6.2      TO OBSERVE AND PERFORM CERTAIN COVENANTS IN THE SUPERIOR LEASE

         Subject  to the  Lessee  paying the rents and  performing  the  Lessees
         covenants to pay to the Superior  Lessor the rents  reserved by and the
         other monies specified in the Superior Lease.

6.3      To observe and perform the covenants and  conditions on the part of the
         Lessee  contained  in the  Superior  Lease so far as the  Tenant is not
         liable for such  performance  under the terms of this Lease and insofar
         as that is the case to  indemnify  the Lessee  and keep it  indemnified
         against all actions proceedings claims damages costs expenses or losses
         arising from any such breach  non-observance or non-performance of such
         covenants and conditions

6.4      TO ENFORCE COVENANTS IN THE SUPERIOR LEASE

         To enforce the  covenants of the Superior  Lessor if so required by the
         Lessee and in so far as the  Lessee is not  itself  enabled so to do by
         the  provisions  of  this  Underlease  the  Lessor  shall  enforce  the
         covenants on the part of the Superior Lessor  contained in the Superior
         Lease and in particular  whenever the Lessee makes  application for any
         consent  required  under this Lease where the  consent of the  Superior
         Lessor is needed by virtue of this  Lease and the  Superior  Lease upon
         the Lessee  indemnifying  the Lessor  against all reasonable and proper
         costs and expenses properly incurred in respect of such enforcement and
         providing  such security in respect of costs and expenses as the Lessor
         may reasonably require

7. PROVISOS

         IT IS HEREBY AGREED as follows:-

7.1      SUPERIOR LEASE

         Save as they are  expressly  altered or varied  herein  the  provisions
         contained in the Superior  Lease shall be  incorporated  as if the same
         were  set  forth  herein  at  length  with  such  modifications  as are
         necessary to make the same applicable  mutatis  mutandis to the present
         demise

7.2      PROVISO FOR FORFEITURE


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         That if the rents due to the Lessor shall be unpaid for  fourteen  days
         (whether  formally  demanded  or not) or if the  Lessee  shall  fail to
         perform or observe any of the covenants or terms herein or a Bankruptcy
         Order or an Administration Order is made in respect of the Lessee of if
         a  Court  Order  is made to wind  up the  Lessee  or if a  Receiver  is
         appointed  over  the  whole  or any  part  of the  property  assets  or
         undertaking  of the Lessee then the Lessor may forfeit this  Underlease
         but  without  prejudice  to any  remedy of the Lessor in respect of any
         antecedent breach of any of the covenants herein

7.3      If and whenever the  Premises or the access or any  essential  services
         thereto are damaged or  destroyed  by one or more of the risks  against
         which the Superior  Landlord  covenants  to or has insured  pursuant to
         paragraph (c) of the Fifth  Schedule to the Superior  Lease so that the
         Premises  are unfit for  occupation  or use and save to the extent that
         the  insurance  monies are withheld by reason of some act or default of
         the  Lessee  then  the  rents  reserved  by this  Underlease  or a fair
         proportion  thereof  according  to the  nature and extent of the damage
         sustained  shall cease to be payable until the Premises,  the access or
         essential  services  thereto are rebuilt or  reinstated so as to render
         the Premises fit for occupation and use

8.       OPTION TO DETERMINE

8.1      On or after 31 December 2001 if the Lessee wishes to determine the term
         hereby  granted and gives to the Lessor notice of its wish so to do not
         less than six months  prior to such date ("the  Termination  Date") and
         the  Lessee  shall up to the time of such  determination  pay the rents
         reserved  by this  Lease and  provided  that  there  are no  subsisting
         substantial breaches of the covenants and conditions on the part of the
         Lessee  contained  in this Lease then upon  expiry of such  notice this
         Lease shall cease and determine and the Lessor will  forthwith upon the
         Termination  Date  repay to the  Lessee  any sum or sums paid by way of
         advance payment of rent or any other sums in respect of periods falling
         after  the  Termination  date but  such  termination  shall be  without
         prejudice to the rights and remedies of either party  against the other
         in respect of any antecedent claim or breach of covenant.

8.2      If the Lessor wishes to determine  the term hereby  granted at any time
         it may do so by giving to the Lessee not less than twelve months notice
         of such determination

9.       By authority of an Order  of  the  Birmingham  County  Court  dated and
         Matter No the Landlord & Tenant Act 1954 Sections 24-28 do not apply to
         this Lease

10.      We  certify  that  there  is no agreement for Lease to which this lease
         gives effect

IN WITNESS  whereof the parties have caused these  presents to be duly  executed
and a Deed the day and year first before written

                                  THE SCHEDULE

               CONDITIONS TO BE FULFILLED FOR THE GRANTING OF THE
                        LANDLORD'S LICENCE FOR ASSIGNMENT



<PAGE>

1. The  Lessee  shall not  assign the whole of the  Premises  without  the prior
written  consent of the  Lessor  such  consent  not to be  unreasonably  refused
subject to the provisions contained in the next succeeding paragraphs.

2. The refusal of such consent will be reasonable  if on the ground  (whether or
not with  other  grounds)  that any one or more of the  following  circumstances
exist.

2.1      That in the  reasonable  opinion  of the  Lessor  the use to which  the
         proposed assignee intends to put the Premises and/or trading profile of
         the proposed assignee is unsuitable for the Premises or the building of
         which the Premises form a part.

2.2      That in the  reasonable  opinion of the Lessor  the  proposed  Assignee
         (taken  together with any additional  security  offered or required) is
         not a person who is likely to be able to comply with the  covenants  on
         the part of the Lessee  contained in this Underlease and to continue to
         be able to comply with them following the Assignment,

3. Clause 2 of this Schedule shall operate without prejudice to the right of the
Lessor to refuse such consent on any other proper  ground or grounds  where such
refusal would be reasonable given all the circumstances.

4.       It will be reasonable  for  any one or more of the following conditions
to be attached to any consent:-

4.1      A requirement  that the assigning  lessee execute as a Deed and deliver
         to the  Lessor  prior  to the  assignment  in  question  an  authorised
         guarantee  agreement  (as defined in and for the purposes of Section 16
         of the  Landlord  & Tenant  (Covenants)  Act  1995) in such form as the
         Lessor shall reasonably require.

4.2      If the Lessor  reasonably  so  requires on an  assignment  to a limited
         company a  requirement  that not more than two Directors of the Company
         or some other  guarantor or  guarantors  reasonably  acceptable  to the
         Lessor are  provided  to execute in favour of the Lessor and deliver to
         the Lessor  prior to the  assignment  in question a Deed of Covenant in
         respect of the obligations on the part of the proposed  assignee to pay
         the rent and other sums reserved by this  Underlease and to observe and
         perform the covenants on the part of the Lessee  herein  contained in a
         form reasonably acceptable to the Lessor.

4.3      If the Lessor  reasonably  so requires  given all the  circumstances  a
         requirement  that the proposed  assignee enters prior to the assignment
         into such  reasonable  rent deposit  arrangements  and/or provides such
         additional  security for  performance  by the proposed  assignee of its
         obligations  under this lease as the Lessor may reasonably and properly
         require.

5. Clause 4 of this Schedule shall operate without prejudice to the right of the
Lessor  to impose  further  conditions  upon a grant of  consent  where  such in
position would be reasonable in all the circumstances.

<PAGE>

SIGNED AS A DEED                    )
by the Lessor in the                )
presence of                         )








THE COMMON SEAL                     )
of the Lessee was hereunto          )
affixed in the presence of          )