EXHIBIT 10.57




                                 TABLE OF CONTENTS

Clause  Heading
                                                                        Page

1.      DEFINITIONS AND INTERPRETATION                                     1
1.1     Definitions                                                        1
1.2     Interpretation                                                    11
2.      Effectiveness                                                     12
3.      DEVELOPER'S PLANNING OBLIGATIONS                                  13
4.      TENANT'S PLANNING OBLIGATIONS                                     15
5.      FIT OUT WORKS INFORMATION                                         18
6.      ADDITIONAL CONTRACT SUM AND FIT OUT WORKS COSTS                   20
7.      CONDITIONALITY                                                    22
8.      EXECUTION OF THE WORKS                                            22
8.1     Execution                                                         22
8.2     Alterations                                                       23
8.3     Fixtures and Fittings                                             23
8.4     Prohibited Materials                                              23
8.5     Liability for Design                                              23
8.6     CDM Regulations                                                   24
9.      TIME FOR COMPLETION OF THE WORKS                                  24
10.     WARRANTIES                                                        25
11.     INFORMATION                                                       25
11.1    Information as to Progress                                        25
11.2    Monthly Progress Meetings                                         25
11.3    Inspection                                                        26
12.     INSPECTION OF DEVELOPER'S WORKS                                   26
12.1    Inspection                                                        26
12.2    Representations to Employer's Agent                               27
13.     PRACTICAL COMPLETION                                              27
13.1    Inspection of the Works                                           27
13.2    Further Inspection(s)                                             27
13.3    Snagging List                                                     27
13.4    Copy Certificate and Snagging List                                27
14.     TENANT'S WORKS                                                    28
14.1    Tenant's Access                                                   28
14.2    Consents and Tenant's Works                                       28
14.5    No Interference with Works                                        30
14.6    Tenant's Responsibility                                           30
14.7    Indemnity                                                         30
14.8    Power Supply                                                      31
15.     INSURANCE                                                         31
15.1    Insurance of Works under Building Contract                        31
15.2    Insurance of Works under Leases                                   31
15.3    Insurance of Tenant's Works                                       31
15.4    Evidence of Cover                                                 32
16.     GRANT OF LEASE PARKING AREA DEED AND RENT DEPOSIT DEEDS
        AND EXCLUSION ORDER                                               32
16.1    Grant                                                             32
16.2    Acceptance                                                        32
16.3    Lease Terms                                                       33
16.4    Completion                                                        34
16.5    Exclusion Order                                                   34
17.     MEASUREMENT                                                       35
17.1    Measurement of Unit 8 and Unit 9                                  35
18.     OCCUPATION                                                        35
19.     RENT                                                              36
20.     INSURANCE AND SERVICE CHARGE                                      36
21.     DEFECTS                                                           36
22.     TENANT'S OBLIGATIONS                                              37
23.     VAT                                                               37
24.     INTEREST                                                          37
25.     TITLE                                                             37
26.     MATTERS AFFECTING THE LEASE                                       38
26.1    Matters                                                           38
26.2    No Requisitions                                                   38
27.     USER                                                              39
28.     NON-MERGER                                                        39
29.     GENERAL PROVISIONS                                                39
30.     FORFEITURE                                                        39
31.     ACKNOWLEDGEMENTS                                                  40
31.1    Acknowledgements                                                  40
31.2    Entire Contract                                                   40
32.     NOTICES                                                           40
33.     DISPUTES                                                          41
33.1    Disputes generally                                                41
33.2    Disputes over construction of Agreement                           41
33.3    Disputes regarding Determination                                  42
33.4    Appointment of Expert                                             42
34.     LANDLORD'S LIABILITY                                              42
34.1    Personal Obligations                                              42
34.2    Right to Assign                                                   43
34.3    Assignment                                                        43
35.     GUARANTOR'S COVENANT                                              43
36.     JURISDICTION                                                      44
36.1    English Law                                                       44
36.2    English Courts                                                    45
36.3    Service of Notices on Guarantor                                   45
FIRST SCHEDULE (Prohibited Materials)                                     47
SECOND SCHEDULE (Onerous Conditions)                                      48
THIRD SCHEDULE (Fit Out Works)                                            49
FOURTH SCHEDULE Tenants Works - brief details of parts thereof already
approved in principle                                                     50
ANNEXURES                                                                 51

THIS AGREEMENT FOR LEASE is made the                            1999
BETWEEN:

(1)     HELIOS (PARK ROYAL) LIMITED (Company Number 255294) of 2
Berkeley Square London W1X 5HG (the "Developer" which
expression shall include any assignee of the Developer's
interest under this Agreement);

(2)     LLOYDS BANK PLC (as Trustee for SCHRODER EXEMPT PROPERTY UNIT
TRUST) of 71 Lombard Street London EC3P 3BS (the "Landlord"
which expression shall include any assignee of the Landlord's
interest under this Agreement);

(3)     EXODUS INTERNET LIMITED (Company Number 3591136) whose
registered office is at Fountain Precinct Balm Green Sheffield
South Yorkshire  S1 1RZ (the "Tenant"); and

(4)     EXODUS COMMUNICATIONS INC 2831 Mission College Boulevard Santa
Clara CA 95054-1838 USA and whose address for service in
England is Dibb Lupton Alsop (ref RSS) 125 London Wall London
EC2Y 5AE or such other address in the UK as the Guarantor may
from time to time notify in writing to the Landlord and the
Developer (the "Guarantor").


1.      DEFINITIONS AND INTERPRETATION

1.1     Definitions

Where in this Agreement the following words begin with a
capital letter they have the following meanings (unless the
context otherwise requires):

"Access Date" means the date (if any) prior to the Date of
Practical Completion (but in any event no more than four weeks
prior to the anticipated Date of Practical Completion
certified by the Employers Representative) upon which the
Employer's Representative certifies that the Tenant may have
access to the Premises for the purpose of carrying out the
Tenant's Works (but no such certificate shall be given unless
full and free access to the Premises is available for the
Tenant and unless the Works have reached a sufficiently
advanced stage to enable the Tenant to commence and thereafter
carry out the Tenant's Works without delaying completion of
the Works).

"Additional Costs" the Developer's reasonable bona fide
estimate of the amount of additional costs and expenses
arising out of any Developer's Onerous Conditions attached to
the grant of planning permission in respect of either the
Application or the Tenant's Application (based on facts and
information disclosed to the Tenant upon reasonable request).

"Agreed Term" means 25 years commencing on the Quarter Day (as
defined in the Leases) immediately preceding the Date of
Practical Completion.

"Application" means the application for reserved matters
approval pursuant to the Outline Planning Permission in
respect of the Base Build Works which was made by or on behalf
of the Developer to the London Borough of Ealing on 17th March
1999.

"Architect" means William Gower Partnership Limited or such
other professionally qualified Architect as the Developer may
from time to time appoint and notify to the Tenant in writing.

"Base Build Works" that part of the Works as are identified in
the specification annexed and marked "Outline Specification
(Employers Requirements) Phase 3 - Units 8 & 9".

"Building Contract" means the contract made between the
Developer and the Contractor for the construction of the Works
which shall be in the form of the JCT Standard Form of
Building Contract with Contractors Design 1998 edition
together with amendments previously agreed by the Tenant.

"Certificate of Practical Completion" means the certificate of
practical completion or statement of practical completion (as
appropriate) issued pursuant to the Building Contract to
indicate that practical completion has been achieved.

"CDM Regulations" means the Construction (Design & Management)
Regulations 1994.

"Clause" means a clause in this Agreement.

"Common Parts" are as defined in the Leases.

"Completion Date" means five Working Days after whichever is
the latest of:

(a)     the Date of Practical Completion; and

(b)     the date both the Unit 8 Rent and the Unit 9 Rent are
agreed or determined pursuant to Clause 17.

"Contract Sum" means the lower of (a) L 1,943,900 and (b) the
actual sum specified as the contract sum in the Building
Contract.

"Conduits" are as defined in the Leases.

"Contractor" means Tolent Construction Limited or such other
contractor which has entered into or shall enter into the
Building Contract.

"Corridor" means the land between Unit 7 Phase 1 Matrix Park
Coronation Road Park Royal London NW10 and Unit 8, shown for
the purpose of identification only edged red on the plan
annexed to the Corridor Lease.

"Corridor Lease" means the lease of the Corridor in the form
of draft annexed hereto.

"Date of Practical Completion" means the date on which the
Works are practically completed in accordance with the
Building Contract being the date specified in the Certificate
of Practical Completion and the expressions "practical
completion" and "practically completed" shall be construed
accordingly and without reference to:

(a)     any works of an unfinished nature which would
normally be the subject of a building contractor's
snagging list

(b)     any unfinished landscaping works the completion of
which is to be postponed in whole or in part to the
next planting season

(c)     any defects liability period.

"Developer's Onerous Conditions" means any conditions which
would have an adverse effect (having regard in the case of
paragraphs (a) and (b) below to the Developer's reasonable
expectation or assessment of all the relevant issues as at the
date of this Agreement) upon any of the following:

(a)     the cost to the Developer of designing and/or
constructing the Works;

(b)     the time required by the Developer to complete the
construction of the Works; or

(c)     the capital value of the Estate to the Landlord once
the Works are completed

unless in relation to paragraphs (a) or (b) above the Tenant
has paid the Additional Costs to the Developer or has provided
such reasonable security reasonably requested by the Developer
for the payment of the Additional Costs all in accordance with
Clauses 3.10 or 4.9 provided that such conditions shall not be
regarded as adverse if the required Additional Costs would be
less than L 5,000.

"Documents" means the plans numbered A3159.003.PO1,
A3159:003.P02B, A3159:003.P03 and A3159:003:P04D (all dated
March 1999) and F1.9707.10 (dated October 97) and the outline
specification (employers requirements) revision (ix) annexed
hereto.

"Employer's Agent" means Gleeds Management Services or such
other professionally qualified employer's agent as the
Developer may from time to time appoint and notify to the
Tenant in writing.

"Employer's Representative" means the Employer's Agent or such
other properly qualified person as the Developer shall notify
to the Tenant in writing from time to time.

"Estate" has the meaning ascribed to that term in the Leases.

"Exclusion Order" means an order granted on
               pursuant to s.38(4) Landlord and Tenant Act
1954 (as amended by s.5 Law of the Law of Property Act 1969)
and the joint originating application made by the Landlord and
the Tenant dated                         operating to
exclude the tenancy to be created by the Corridor Lease from
the security of tenure provisions afforded by sections 24 to
28 (inclusive) of the Landlord and Tenant Act 1954 (as
amended).

"Fit Out Consents" means all relevant permissions and consents
(other than the Satisfactory Tenant's Planning Permission)
including but not limited to Building Regulation and Fire
Authority approvals and requirements set out by the statutory
undertakings (i.e. gas, water and electric boards) which are
necessary for the Fit Out Works.

"Fit Out Works" means that part of the Works specified in the
Third Schedule.

"Fit Out Works Costs" means L 5,217.50 plus VAT as such amount
may be adjusted pursuant to Clauses 5.3 or 5.4.

"Fixed Price Date" means the 23rd July 1999.

"Gross Internal Area" means the gross internal area of Unit 8
and Unit 9 (as the context requires) expressed in square feet
and measured in accordance with the Code of Measuring Practice
of the Royal Institution of Chartered Surveyors and the
Incorporated Society of Valuers and Auctioneers (Fourth
Edition November 1993).

"LAD Expiry Date" the date falling three months from and
including the Target Completion Date or such longer period as
may be specified in a Developer's election notice (if any)
referred to in Clause 9.2.

"Leases" means the Unit 8 Lease and the Unit 9 Lease and the
Corridor Lease and the Supplemental Lease to be granted by the
Landlord to the Tenant in the form of the drafts annexed
hereto.

"Licence for Alterations" means a licence in the form annexed
relating to the Tenant's Works (or such of them as require
Landlord's consent under the terms of the Leases) with the
approved plans and drawings submitted in accordance with
Clause 14.2.1.

"Long Stop Date" means the earlier of:

(a)     the date six months from the date of this Agreement (
                         1999);

(b)     the date 45 days (or such longer period as may be
notified to the Tenant in writing by the Developer at
any time during that 45 day period) from and
including the date when a Satisfactory Full Planning
Permission is granted or is deemed to be granted
pursuant to Clause 3.8;

but if such date is not a Working Day the immediately
succeeding Working Day.

"Onerous Conditions" means any of the conditions listed in the
Second Schedule provided that any condition shall not be an
onerous condition within this definition (notwithstanding the
terms of the conditions listed in the Second Schedule) if they
are conditions to the Outline Planning Permission.

"Outline Planning Permission" means the outline planning
permission number P/1997/0789 dated 26th August 1997.

"Parking Area Deed" means the deed relating to car spaces used
in connection with Unit 8 and Unit 9 in the form annexed.

"Permission Date" means the date on which a Satisfactory Full
Planning Permission is granted or is deemed to be granted
pursuant to Clause 3.8.

"Plan" means the plan numbered A3159/0/38 and marked "Estate"
attached hereto.

"Planning Act" means the Town and Country Planning Act 1990
and any statutory re-enactment or modification thereof.

"Planning Agreement" means any agreement under Section 106 of
the Planning Act or Section 33 of the Local Government
(Miscellaneous Provisions) Act 1982 or any statutory
re-enactment or modification thereof or any agreement under
any other enactment having the same or similar effect
including any agreement under the provisions of any enactment
relating to roads drainage sewerage or other works which may
properly be required.

"Premises" means Unit 8 and Unit 9 and the Corridor and the
Supplemental Land collectively and where relevant, each and
every part of the same.

"Prohibited Materials" means the materials referred to in the
First Schedule.

"Quantity Surveyor" means Gleeds Management Services or such
other professionally qualified quantity surveyor as the
Developer may from time to time appoint and notify to the
Tenant in writing.

"Rent Commencement Date" means the earlier of:

(a)     the date six calendar months after the Date of
Practical Completion; and

(b)     the date six calendar months after the Access Date
PROVIDED THAT if following the Access Date but before
the Date of Practical Completion the Tenant is
prevented from carrying out the Tenant's Works and
thereafter taking up occupation of the Premises due
to any event which under the Building Contract
entitles the building contractor to an extension of
time (unless such event has occurred due to any act
or default of the Tenant its workmen or anyone
authorised by the Tenant) such period of six months
shall be extended by a period equal to the length of
any extension of time afforded to the building
contractor less a period equal to the period between
the Access Date and the date when the event occurred
and PROVIDED FURTHER THAT such period of six months
shall not be extended beyond the date six calendar
months after the Date of Practical Completion;

but in either case subject to such period of six calendar
months being reduced pursuant to Clauses 5.3 or 5.4

"Rent Deposit Deeds" means the rent deposit deeds each in the
form annexed in respect of (a) Unit 8 and (b) Unit 9.

"Review Date" means the fifth anniversary of the date upon
which the Agreed Term commences and each fifth anniversary of
such date thereafter.

"RPS" means RPS Consultants Limited of 1 Stamford Street
London SE1 9NT.

"Satisfactory Full Planning Permission" means the grant of
reserved matters approval for the Base Build Works pursuant to
the Application which:

(a)     does not contain Onerous Conditions; and

(b)     does not require the Landlord the Developer or the
Tenant to enter into any Planning Agreement; and

(c)     does not contain any Developer's Onerous Conditions;
and

(d)     does not leave any reserved matters outstanding that
would prevent the immediate commencement of the
Works.

"Satisfactory Tenant's Planning Permission" means the grant of
detailed planning permission pursuant to the Tenant's
Application which:

(a)     does not contain Onerous Conditions; and

(b)     does not require the Landlord the Developer or the
Tenant to enter into any Planning Agreement; and

(c)     does not contain any Developer's Onerous Conditions;
and

(d)     does not leave any matters outstanding which would
prevent the immediate commencement of the Fit Out
Works and in the case of the other works in respect
of which the Tenant's Application has been made
commencement following the earlier of the Access Date
and the Date of Practical Completion.

"Secretary of State" means the Secretary of State for the
Environment or other minister or authority for the time being
having or entitled to exercise the powers now conferred upon
the Secretary of State for the Environment by the Planning
Acts.

"Schedule" means a schedule to this Agreement.

"Structural Engineer" means Kennedy Watts Partnership Limited
or such other professionally qualified structural engineer as
the Developer may from time to time appoint and notify to the
Tenant in writing.

"Supplemental Land" means the land adjacent to Unit 7 Phase 1
Matrix Park Coronation Road Park Royal London NW10, shown for
the purpose of identification only edged red on the plan
annexed to the Supplemental Lease.

"Supplemental Lease" means the lease of the Supplemental Land
in the form of draft annexed hereto.

"Target Completion Date" means the later of 234 days after
Unconditional Date or 234 days after the date of this
Agreement (                     1999) or such later date as
is determined pursuant to Clauses 5.3 or 5.4 or such later
date as shall be extended by a period equal to the length of
any extension to the Target Completion Date pursuant to Clause
9.1.

"Tenant's Application" means the application for detailed
planning permission in respect of the Fit Out Works and the
Tenant's Works which was made by or on behalf of the Tenant to
the London Borough of Ealing on 12 April 1999.

"Tenant's Permission Date" means the earlier of:

(a)     the date on which a Satisfactory Tenant's Planning
Permission is granted or is deemed to be granted
pursuant to Clause 4.7; or

(b)     the date of the Tenant's notice, served upon the
Developer waiving the requirement for a Satisfactory
Tenant's Planning Permission.

"Tenant's Works" means the fitting out works to the Premises
to be carried out by the Tenant pursuant to Clause 14
comprising the provision of all such interior fittings and
equipment and the carrying out of all such works as the Tenant
requires to enable it to carry on in the Premises the user
permitted by the Leases.

"Unconditional Date" the latest of:

(a)     the Permission Date;

(b)     the Tenant's Permission Date; and

(c)     the date upon which the Developer obtains such other
statutory or regulatory approvals it requires to
enable it to lawfully commence the Base Build Works
and the Fit Out Works.

"Unit 8" means that part of the Estate shown for the purpose
of identification only edged red on the plan annexed to the
Unit 8 Lease.

"Unit 8 Lease" means the lease of Unit 8 to be granted by the
Landlord to the Tenant in the form of draft annexed hereto.

"Unit 8 Rent" L 283,264 a year (subject to variation as
provided in Clause 17) and subject to upward review at the
expiration of every fifth year of the Agreed Term.

"Unit 9" means that part of the Estate shown for the purpose
of identification only edged red on the plan annexed to the
Unit 9 Lease.

"Unit 9 Lease" means the Lease of Unit 9 to be granted by the
Landlord to the Tenant in the form of the draft annexed
hereto.

"Unit 9 Rent" means L 141,632 a year (subject to variation as
provided in Clause 17 and subject to upward review at the
expiration of every fifth year of the Agreed Term.

"VAT" means Value Added Tax or other tax of a similar nature.

"Working Day" means a day (other than a Saturday or Sunday) on
which banks are open for business in the City of London.

"Works" means the construction on the Premises of:

(a)      the Base Build Works in accordance with the
Documents which state inter alia that the Base Build
Works shall be designed and constructed to comply
with all statutory requirements, the Building
Regulations, the Fire Authority Regulations and
requirements set out by the statutory undertakings
(i.e. gas, water and electric boards) and the current
edition of the IEE Regulations together with such
Conduits and Common Parts specified in the Documents;
and

(b)     the Fit Out Works in accordance with the
specification set out in the Third Schedule the Fit
Out Consents and the Satisfactory Tenant's Planning
Permission insofar as the same relates to the Fit Out
Works.

1.2     Interpretation

Save to the extent that the context or the express provisions
of this Agreement otherwise require:

1.2.1   headings and sub-headings are for ease of reference
only and shall not be taken into consideration in the
interpretation or construction of this Agreement;

1.2.2   all references to agreements documents or other
instruments include (subject to all relevant
approvals) a reference to that agreement document or
instrument as amended supplemented substituted
novated or assigned from time to time;

1.2.3   all references to any statute or statutory provision
shall include references to any statute or statutory
provision which amends extends consolidates or
replaces the same or which has been amended extended
consolidated or replaced by the same and shall
include any orders regulations codes of practice
instruments or other subordinate legislation made
under the relevant statute or statutory provision;

1.2.4   any reference to time of day shall be a reference to
London time;

1.2.5   words importing the singular include the plural and
vice versa;

1.2.6   words importing a particular gender include all
genders;

1.2.7   "person" includes any individual partnership firm
trust body corporate government governmental body
authority agency or unincorporated body of persons or
association;

1.2.8   any reference to a public organisation shall be
deemed to include a reference to any successor to
such public organisation or any organisation or
entity which has taken over the functions of such
public organisation;

1.2.9   references to "Party" means a party to this
Agreement;

1.2.10  obligations and liabilities of a party comprising
more than one person are obligations and liabilities
of such persons jointly and severally;

1.2.11  "Landlord" includes any assignee of the Landlord's
interest under this Agreement.


                                     Part 1

2.      EFFECTIVENESS

2.1     Clauses 1-6 (inclusive), 23, 24 and 29-36 (inclusive) of this
Agreement shall come into effect on the date hereof

2.2     If a Satisfactory Full Planning Permission has been obtained
by the Long Stop Date but as a result of the failure to obtain
a Satisfactory Tenant's Planning Permission (unless the Tenant
elects by notice in writing given to the Developer to waive
the requirement for a Satisfactory Tenant's Planning
Permission in order to make this Agreement unconditional) the
Unconditional Date has not occurred by the Long Stop Date the
Tenant shall pay to the Landlord on the Long Stop Date
liquidated damages of L 125,000 and the rights remedies and
obligations of the parties under this Agreement shall be at an
end save as to the Tenant's obligations (or right to elect)
contained in this clause and any antecedent breach by any
party and save also that the Tenant shall cancel any
registration made to protect its interest under this
Agreement.


3.      DEVELOPER'S PLANNING OBLIGATIONS

3.1     The Developer shall progress the Application and use all
reasonable endeavours to obtain a Satisfactory Full Planning
Permission as soon as reasonably practicable after the date
hereof.

3.2     The Developer shall at its sole cost diligently pursue the
Application and shall use its reasonable endeavours to obtain
a Satisfactory Full Planning Permission but this shall not
oblige the Developer to appeal against any actual or deemed
refusal nor to appeal against any Onerous Conditions or
Developer's Onerous Conditions nor to enter into any Planning
Agreement nor to obtain any planning permission in respect of
the Fit Out Works.

3.3     The Developer shall supply to the Tenant a copy of the
Application the accompanying plans and any covering
correspondence.

3.4     The Developer shall where it is necessary or desirable to do
so enter into discussions and negotiations with the local
planning authority and take such steps in the course of or
following such discussions and negotiations as are
commercially prudent with a view to obtaining a Satisfactory
Full Planning Permission  PROVIDED THAT the Developer shall
not vary the terms of the Application in a manner beyond that
which the Developer is permitted to do pursuant to Clause 8.2
without the prior written consent of the Tenant such consent
not to be unreasonably withheld or delayed.

3.5     The Developer will keep the Tenant informed of such
discussions and negotiations and of the progress of the
Application and shall promptly supply to the Tenant one copy
of all relevant correspondence plans and other documentation
after any reasonable request by the Tenant to do so.

3.6     Within five Working Days of the receipt of notification of the
grant or refusal of the Application the Developer shall send a
copy of the grant or refusal or decision to the Tenant and to
its solicitors and shall attach to any such copy grant or
decision a notice requiring the Tenant to respond within five
Working Days pursuant to the provisions of Clause 3.7 hereof.

3.7     Within five Working Days of the receipt by the Tenant of a
copy of a written notification of the grant of planning
permission pursuant to the Application the Tenant shall notify
the Developer in writing (the "Tenant's Notice"):

3.7.1   whether it considers the planning permission is a
Satisfactory Full Planning Permission; and

3.7.2   if not which condition or conditions attached to the
grant of planning permission falls within the
definition of Onerous Conditions and/or why the terms
of any Planning Agreement would fall within the
definition of Onerous Conditions if imposed as
conditions on a planning permission.

3.8     In the event of the Tenant failing to comply with Clause 3.7
and planning permission having been granted such planning
permission shall be deemed to be Satisfactory Full Planning
Permission for the purposes of this Agreement if and when the
Developer notifies the Tenant in writing that it considers it
is a Satisfactory Full Planning Permission.

3.9     Within five Working Days of receipt by the Developer of the
Tenant's Notice or within five Working Days of the date when
the Tenant should have served such notice but failed to do so
the Developer shall notify the Tenant in writing:

3.9.1   whether it considers the planning permission is a
Satisfactory Full Planning Permission; and

3.9.2   if not which condition or conditions attached to the
grant of planning permission falls within the
definition of Developer's Onerous Conditions and/or
why the terms of any Planning Agreement would fall
within the definition of Developer's Onerous
Conditions if imposed as conditions on a planning
permission; and

3.9.3   if the Developer considers a condition or conditions
attached to the grant of planning permission falls
within paragraphs (a) or (b) of the definition of
Developer's Onerous Conditions and if so the amount
of the Additional Costs and what reasonable security
for the payment of the Additional Costs would be
acceptable to the Developer.

3.10    Within five Working Days of receipt by the Tenant of the
Developer's notification pursuant to Clause 3.9 the Tenant
shall either:

3.10.1  notify the Developer in writing that the Tenant
agrees to pay the Additional Costs and shall at the
same time as serving such notice pay to the Developer
the Additional Costs or provide to the Developer such
reasonable security for the payment of the Additional
Costs as the Developer may request; or

3.10.2  notify the Developer in writing that the Tenant does
not agree to pay the Additional Costs in which case
the grant of planning permission for the Base Build
Works shall be deemed not to be a Satisfactory Full
Planning Permission for the purposes of this
Agreement.

3.11    If the Developer does not agree with the Tenant that the
conditions in any planning permission are Onerous Conditions
the matter shall be referred to arbitration in accordance with
Clause 33.


4.      TENANT'S PLANNING OBLIGATIONS

4.1     The Tenant shall progress the Tenant's Application and use all
reasonable endeavours to obtain a Satisfactory Tenant's
Planning Permission as soon as reasonably practicable after
the date hereof and shall not until this Agreement becomes
unconditional either itself or through any other party acting
on its behalf prepare submit or progress any other planning
application relating in any way to the Estate.

4.2     The Tenant shall at its sole cost diligently pursue the
Tenant's Application and shall use all reasonable endeavours
to obtain a Satisfactory Tenant's Planning Permission but this
shall not oblige the Tenant to appeal against any actual or
deemed refusal nor to appeal against any Onerous Conditions
nor to enter into any Planning Agreement.

4.3     The Tenant shall supply to the Developer a copy of the
Tenant's Application the accompanying plans and any covering
correspondence.

4.4     The Tenant shall where it is necessary or desirable to do so
enter into discussions and negotiations with the local
planning authority and take such steps in the course of or
following such discussions and negotiations as are
commercially prudent with a view to obtaining a Satisfactory
Tenant's Planning Permission PROVIDED THAT the Tenant shall
not vary the terms of the Tenant's Application without the
prior written consent of the Developer and the Landlord (such
consent not to be unreasonably withheld or delayed where such
variation is required for the purpose of obtaining Building
Regulation and Fire Authority approvals or complying with any
requirements properly made by any competent authority).

4.5     The Tenant will keep the Developer informed of such
discussions and negotiations and of the progress of the
Tenant's Application and shall promptly supply one copy of all
relevant correspondence plans and other documentation after
any reasonable request by the Developer to do so.

4.6     Within five Working Days of the receipt of notification of the
grant or refusal of the Tenant's Application the Tenant shall
send a copy of the grant or refusal or decision to the
Developer and to its solicitors and shall attach to any such
copy grant or decision a notice requiring the Developer to
respond within five Working Days pursuant to the provisions of
Clause 4.7 hereof and in the case of the grant of planning
permission the Tenant shall notify the Developer (the
"Tenant's Fit Out Notice"):

4.6.1   whether it considers the planning permission is a
Satisfactory Tenant's Planning Permission; and

4.6.2   if not which condition or conditions attached to the
grant of planning permission falls within the
definition of Onerous Conditions and/or why the terms
of any Planning Agreement would fall within the
definition of Onerous Conditions if imposed as
conditions on a planning permission.

4.7     In the event of the Tenant failing to comply with Clause 4.6
and planning permission having been granted such planning
permission shall be deemed to be Satisfactory Tenant's
Planning Permission for the purposes of this Agreement if and
when the Developer notifies the Tenant in writing that it
considers it is a Satisfactory Tenant's Planning Permission.

4.8     Within five Working Days of receipt by the Developer of the
Tenant's Fit Out Notice or within five Working Days of the
date when the Tenant should have served such notice but failed
to do so the Developer shall notify the Tenant in writing:

4.8.1   whether it considers the planning permission is a
Satisfactory Tenant's Planning Permission; and

4.8.2   if not which condition or conditions attached to the
grant of planning permission falls within the
definition of Developer's Onerous Conditions and/or
why the terms of any Planning Agreement would fall
within the definition of Developer's Onerous
Conditions if imposed as conditions on a planning
permission; and

4.8.3   if the Developer considers a condition or conditions
attached to the grant of planning permission fall
within paragraphs (a) or (b) of the definition of
Developer's Onerous Conditions and if so the amount
of Additional Costs and what reasonable security for
the payment of the Additional Costs would be
acceptable to the Developer.

4.9     Within five Working Days of receipt by the Tenant of the
Developer's notification pursuant to Clause 4.8 the Tenant
shall either:

4.9.1   notify the Developer in writing that the Tenant
agrees to pay the Additional Costs and shall at the
same time as serving such notice pay to the Developer
the Additional Costs or provide to the Developer such
reasonable security for the payment of the Additional
Costs as the Developer may request; or

4.9.2   notify the Developer in writing that the Tenant does
not agree to pay the Additional Costs in which case
the grant of planning permission for the Fit Out
Works and the Tenant's Works shall be deemed not to
be a Satisfactory Tenant's Planning Permission for
the purposes of this Agreement.

4.10    If the Developer does not agree with the Tenant that the
conditions in any planning permission are Onerous Conditions
the matter shall be referred to arbitration in accordance with
Clause 33.


5.      FIT OUT WORKS INFORMATION

5.1     The Tenant shall supply to the Developer such information
concerning the Fit Out Works reasonably required by the
Developer (the "Additional Information") within five Working
Days of receipt of a request for the same from the Developer
or such longer period as the Developer may agree in writing
(the "Additional Information Date") (time to be of the
essence).

5.2     In the event that the Tenant fails to comply with Clause 5.1
the Developer may either:

5.2.1   elect in writing to cancel that element of the Fit
Out Works for which no Additional Information has
been supplied; or

5.2.2   elect in writing to continue with that element of the
Fit Out Works for which no Additional Information has
been supplied.

5.3     If the Developer makes an election pursuant to Clause 5.2.1 to
cancel an element of the Fit Out Works:

5.3.1  the element or elements of the Fit Out Works so
cancelled shall be deleted from the Third Schedule
and shall not form part of the definition of the
Works nor the definition of the Fit Out Works;

5.3.2  the Developer shall not be under any obligation to
construct that element of the Fit Out Works so
cancelled;

5.3.3  the Developer shall be entitled to make consequential
amendments to the Base Build Works the remaining Fit
Out Works and the Fit Out Works Costs to reflect that
element of the Fit Out Works so cancelled and the
cost of any consequential works require to be
undertaken;

5.3.4  the Developer shall be entitled to extend the Target
Completion Date and the LAD Expiry Date by a period
equal to the delay caused to the Developer in
consequence of the cancellation;

5.3.5  the Developer shall be entitled to reduce the period
between the Date of Practical Completion and the Rent
Commencement Date by a period equal to the period of
delay caused to the Developer in consequence of the
cancellation;

5.3.6  the Tenant shall pay to the Developer within 5
Working Days of written demand the amount of any
reasonable and proper out of pocket costs and
expenses incurred by the Developer any loss and/or
expense payable to the Contractor in consequence of
the cancellation and any sum properly due to the
Contractor for the consequential adjustments to the
Base Build Works and the remaining Fit Out Works
PROVIDED THAT the Developer shall provide to the
Tenant such reasonable details and information as the
Tenant shall reasonably require in order to verify
any such costs payments or sums.

5.4     If the Developer makes an election pursuant to Clause 5.2.2 to
proceed with an element of the Fit Out Works then:

5.4.1   the Developer shall specify in its election a new
Additional Information Date by which the Additional
Information must be provided to the Developer;

5.4.2   the Developer shall be entitled to make consequential
adjustments to the Fit Out Works Costs to reflect the
delay caused to the Developer in consequence of the
Tenant's failure to provide the Additional
Information by the Additional Information Date;

5.4.3   the Developer shall be entitled to extend the Target
Completion Date and the LAD Expiry Date by a period
equal to the delay caused to the Developer in
consequence of the Tenant's failure to provide the
Additional Information by the Additional Information
Date; and

5.4.4   the Developer shall be entitled to reduce the period
between the Date of Practical Completion and the Rent
Commencement Date by a period equal to the period of
delay caused to the Developer in consequence of the
Tenant's failure to provide the Additional
Information by the Additional Information Date.

5.5     In the event that the Developer makes an election pursuant to
Clause 5.2.2 to proceed with an element of the Fit Out Works
the provisions of this Clause 5 shall apply mutatis mutandis
(except that the Additional Information Date shall be the new
date specified in the Developer's election) as often as may be
necessary until all elements of the Additional Information
have been supplied or all elements of the Fit Out Works have
been cancelled which ever is the earlier.


6.      ADDITIONAL CONTRACT SUM AND FIT OUT WORKS COSTS

6.1  If the Unconditional Date has not occurred on or before the
Fixed Price Date as a result of the failure to obtain a
Satisfactory Tenant's Planning Permission the Tenant shall pay
to the Developer on the Unconditional Date an additional sum
(the "Additional Contract Sum") calculated in accordance
with the following formula together with VAT thereon (and the
Developer shall supply to the Tenant a valid VAT invoice
within 5 Working Days of the Unconditional Date):

Additional  Contract = (Contract Sum x IF2) x the Relevant Period
Sum                                    ---
                                       IF1
                       -------------------
                           Index Period

where:

6.1.1   In circumstances where a Satisfactory Full Planning
Permission has been obtained on or before the Fixed
Price Date:

        IF1         = the Index Figure published  immediately before
                      the Fixed Price  Date


        Relevant    = the number of days between the Fixed Price
        Period        Date and the Unconditional Date;

        or

6.1.2   In circumstances where a Satisfactory Full Planning
Permission has been obtained after the Fixed Price
Date:

        IF1         = the Index Figure published immediately before
                      the date when  Satisfactory Full Planning
                      Permission was obtained

        Relevant    = the number of days between the date
                      Period when Satisfactory Full Planning
                      obtained and the  Unconditional Date;

        and in either case

6.1.3   where:

        Index       = the BCIS Tender Price Index or in the event of
        Figure        such index ceasing to be  published such other
                      reasonably comparable index nominated by the
                      Developer

        IF2         = the Index Figure published immediately after the
                      Unconditional Date

        Index       = the number of days between the date when IF1 is
        Period        published and the date when IF2 is published



6.2     The Tenant shall pay to the Developer on the Unconditional
Date ninety five per cent. (95%) of the Fit Out Works Costs
and the Developer shall pay such monies into a deposit account
in the name of the Developer and hold the same as stakeholders
(the "Deposit Account").

6.3     The Developer shall be entitled to make withdrawals from the
Deposit Account two Working Days after making an application
for payment to the Tenant.

6.4     Each application for payment of the Fit Out Works Costs made
by the Developer to the Tenant shall be accompanied by the
following:

6.4.1   to the extent that the Fit Out Works Costs relate to
payments to be made to the Contractor pursuant to the
Building Contract, a certificate from the Employer's
Agent that the application for payment made by the
Contractor insofar as it relates to the Fit Out Works
is in accordance with the Building Contract and a
certificate from the Quantity Surveyor certifying how
much of the Contractor's application for payment is
attributable to the Fit Out Works;

6.4.2   a statement of any other part of the Fit Out Works
Costs then due and payable and the basis upon which
they are then due and payable;

6.4.3   a valid VAT invoice.

6.5     The Tenant shall pay to the Developer on the Date of Practical
Completion the balance of the Fit Out Works Costs.


                                     Part 2

7.      CONDITIONALITY

Save in the case of Clauses 23 and 24 which shall have
immediate effect, this part of this Agreement is conditional
upon and shall not come into effect unless and until the
Unconditional Date has occurred before the Long Stop Date.


8.      EXECUTION OF THE WORKS

8.1     Execution

The Developer shall carry out the Works in accordance with the
Outline Planning Permission the Satisfactory Full Planning
Permission the Satisfactory Tenant's Planning Permission the
Fit Out Consents and all other relevant permissions and
consents (which insofar as the same are Fit Out Consents or
are required for and relate to the Base Build Works the
Developer will use all reasonable endeavours to obtain as soon
as possible) in a good and workmanlike manner with good
quality materials and otherwise in accordance with the terms
of this Agreement (but for the avoidance of doubt the
Developer is not obliged to comply with any fire or other
regulations insofar as they concern the Tenant's Works).

8.2     Alterations

No alterations to the Documents shall be made without the
prior approval of the Tenant (such approval not to be
unreasonably withheld) but such approval shall not be
required:

8.2.1   to an alteration required for the purpose of
obtaining any requisite permissions consents licences
and approvals or complying with any requirements
properly made by any competent authority; or

8.2.2   for the substitution of materials where those
originally specified are not obtainable either at all
or at a reasonable cost or within a reasonable time
and where the substitute materials are of an
equivalent (or better) quality

PROVIDED THAT in any event the Developer shall within 5
Working Days notify the Tenant of any alterations and provide
full details relating thereto including copy documents and an
explanation of the relevant circumstances.

8.3     Fixtures and Fittings

All items in the nature of the landlord's fixtures and
fittings installed as part of the Works shall become
landlord's fixtures and fittings and remain the property of
the Landlord.

8.4     Prohibited Materials

The Developer will not use or permit or suffer to be used in
the Works any Prohibited Materials.

8.5     Liability for Design

The Developer shall have the same liability to the Tenant in
respect of the design of the Works whether under statute or
otherwise as would an architect or as the case may be other
appropriate professional designer holding himself out as
competent to take on work for such design.

8.6     CDM Regulations

On the Date of Practical Completion the Developer shall give
to the Tenant a copy of the interim Health and Safety file
then available relating to the Works and within 20 Working
Days following the Date of Practical Completion the Developer
shall give to the Tenant a copy of the final Health and Safety
File relating to the Works prepared pursuant to the CDM
Regulations.


9.      TIME FOR COMPLETION OF THE WORKS

9.1     The Developer shall use all reasonable endeavours to ensure
that the Works are practically completed by the Target
Completion Date unless prevented or delayed by any cause which
under the Building Contract entitles the building contractor
to an extension of time or any other cause or circumstance not
within the reasonable control of the Developer in which case
the Developer shall be entitled to an extension of time as
shall be reasonable in all the circumstances.

9.2     If the Works are not practically completed by the date
specified in Clause 9.1 above (as such date is extended in
accordance with that Clause if applicable) the Developer shall
pay liquidated damages at a rate of Two Thousand Pounds
(L 2,000) per day up to and including the LAD Expiry Date
PROVIDED THAT at any time after the LAD Expiry Date the Tenant
shall have the right to terminate this Agreement (but without
prejudice to the rights of the parties in respect of any
antecedent breach) by notice in writing to the Developer
unless prior to the LAD Expiry Date the Developer shall elect
by notice in writing to the Tenant to extend the LAD Expiry
Date to a later date specified in the notice of election (such
later date not being later than the date falling 12 months
after the Target Completion Date) and such liquidated damages
shall continue to be payable for the period up to the date
specified in the notice of election.

9.3     Either party shall be entitled to terminate this Agreement if
the Works are not practically completed by the date 12 months
after the Target Completion Date.

9.4     After the LAD Expiry Date the Developer shall have no further
liability to the Tenant whether for liquidated or unliquidated
damages but without prejudice to the rights of the parties in
respect of any antecedent breach relating to matters other
than delay under this clause.

9.5     If the Developer is obliged to pay to the Tenant liquidated
damages in accordance with Clause 9.2 the first payment of
liquidated damages shall be made on the date falling three
months from and including the Target Completion Date and
thereafter any further liquidated damages shall be paid to the
Tenant on the date specified in the Developer's notice of
election served pursuant to Clause 9.2.


10.     WARRANTIES

The Developer shall procure that prior to the Date of
Practical Completion there shall be delivered to the Tenant
collateral agreements executed as Deeds by each of the
Contractor and the Employer's Agent and within three months of
the Date of Practical Completion there shall be delivered to
the Tenant collateral agreements executed as Deeds by each of
the Structural Engineer, the Architect and RPS such collateral
agreements to be substantially in the form of each of the
drafts annexed hereto provided that any amendment to the same
shall only be made with the consent of the Tenant such consent
not to be unreasonably withheld or delayed.


11.     INFORMATION

11.1    Information as to Progress

The Developer shall keep the Tenant informed of progress with
the Works and supply such other information in connection with
the Works as the Tenant may reasonably require from time to
time.

11.2    Monthly Progress Meetings

The Developer shall as often as is requested by the Tenant
(but no more than once a month) convene a meeting between the
Tenant the Developer and the Contractor in order to discuss
the progress of the Works and shall notify the Tenant of such
meetings 5 Working Days in advance.

11.3    Inspection

The Tenant shall have the right to appoint or nominate its own
representative to make inspections of the Works at its own
cost and subject to Clause 12.


12.     INSPECTION OF DEVELOPER'S WORKS

12.1    Inspection

Subject to the Tenant giving the Developer or the Employer's
Representative two Working Days' notice the Tenant or its duly
authorised agent shall be allowed at all reasonable times in
the company of the Employer's Representative to view the state
and progress of the Works and to inspect the workmanship and
the materials used (but not to test any of the materials) on
the following conditions:

12.1.1  the person inspecting must report to the site office
before making an inspection and act in accordance
with the instructions of the Contractor's
representatives;

12.1.2  the person inspecting must comply with all relevant
safety and security precautions and insurance
requirements;

12.1.3  every inspection is entirely at the risk of the
person inspecting;

12.1.4  there must be no communication with the building
contractor about the Works; and

12.1.5  the progress of the Works must not be impeded.

12.2    Representations to Employer's Agent

If as a result of an inspection the Tenant wishes to make
representations regarding the Works such representations shall
be made exclusively to the Employer's Agent who shall have
regard to such representations.


13.     PRACTICAL COMPLETION

13.1    Inspection of the Works

The Developer shall procure that the Tenant is given not less
than ten Working Days notice in writing of the date on which
the Employer's Representative intends to inspect the Works
with a view to issuing the Certificate of Practical Completion
pursuant to the Building Contract and shall procure that the
Tenant is afforded the opportunity of attending the inspection
of the Works and that the Employer's Representative has regard
to any representations made by or on behalf of the Tenant.

13.2    Further Inspection(s)

In the event of the Employer's Representative not issuing the
Certificate of Practical Completion as anticipated the
provisions of Clause 13.1 shall apply mutatis mutandis (except
that the period of notice shall be two Working Days instead of
ten) as often as may be necessary until practical completion
of the Works is actually certified.

13.3    Snagging List

In the event of the Certificate of Practical Completion being
issued subject to a snagging list the Developer shall procure
that the Works on the snagging list are carried out as soon as
is reasonably practicable free of expense to the Tenant.

13.4    Copy Certificate and Snagging List

2 Working Days after the issue thereof the Developer will
provide the Tenant with a copy of the Certificate of Practical
Completion and any snagging list.


14.     TENANT'S WORKS

14.1    Tenant's Access

14.1.1  The Developer shall use reasonable endeavours to procure that
the Employer's Agent certifies the Access Date as soon as
practicable having regard to the matters required to be
satisfied before an Access Date can be certified and the
progress of the Landlord's Works and that the Employer's Agent
gives written notice of the Access Date to the Tenant
forthwith after the certification thereof.

14.1.2  As from the Access Date or (if none) the Date of Practical
Completion but subject to Clauses 14.1.3 and 14.2 the Tenant
shall be afforded access to the Premises for the purpose of
carrying out the Tenant's Works

14.1.3  Before the Tenant shall be entitled to be afforded access to
the Premises before the Completion Date the Tenant shall pay
over to the Landlord sums equivalent to the deposits to be
payable in accordance with the terms of the Rent Deposit
Deeds.  The Landlord shall hold such monies in a separate
interest bearing account and shall upon reasonable request
supply such information as the Tenant may reasonably from time
to time request in relation to the amounts held in or
withdrawn from that account.  In the event that the Landlord
or the Developer carry out works of removal and/or
reinstatement the expense and costs of which are to be borne
by the Tenant as envisaged by Clause 30, such expense and
costs may be deducted from the deposit monies and retained by
the Landlord or the Developer (as the case may be) in
satisfaction of the reimbursement of such expenses and costs
and the balance shall be repaid to the Tenant as soon as
reasonably practicable and in any event within six months of
the determination of this Agreement pursuant to Clause 30.
Upon completion of the Leases any sums paid by the Tenant to
the Landlord pursuant to this Clause shall form the deposits
payable by the Tenant pursuant to Clause 16.2.2 and all
interest accrued on such monies shall be credited or paid to
the Tenant on such completion.

14.2    Consents and Tenant's Works

The Tenant shall:

14.2.1  to the extent that it has not already done so submit
to the Landlord for approval (such approval not to be
unreasonably withheld or delayed) within two months
of the date hereof plans or drawings in triplicate of
the Tenant's Works and shall not commence the
Tenant's Works until such approval has been obtained
and the Licence for Alterations has been entered into
by the Landlord and the Tenant and the Guarantor;

14.2.2  obtain all requisite licences consents and
permissions of the local planning and other
authorities for the Tenant's Works and shall provide
copies thereof to the Landlord and shall not commence
the Tenant's Works until all such have been obtained;

14.2.3  carry out the Tenant's Works in a good and
substantial manner with good quality materials in
accordance with the said plans and the terms and
conditions of all such licences consents and
permissions and to the reasonable satisfaction of the
Landlord; and

14.2.4  permit the Landlord and the Employer's Agent at all
reasonable times to inspect the progress of the
Tenant's Works and the quality of the materials and
workmanship used therein.

14.3    Once the plans and drawings of the Tenant's Works have been
approved by the Landlord in accordance with Clause 14.2.1 and
subject to completion of the Leases the Landlord and Tenant
and the Guarantor shall enter into the Licence for
Alterations.  If the plans and drawings are approved on or
before the Completion Date the Landlord and Tenant and the
Guarantor shall enter into the Licence for Alterations on the
Completion Date.  If the plans and drawings have not been
approved on or before the Completion Date the Landlord and the
Tenant and the Guarantor shall enter into the Licence for
Alterations within 5 Working Days of such approval being
given.

14.4  For the avoidance of doubt the Landlord confirms:

14.4.1  its in principle consent to that part of the Tenant's
Works briefly described in the Fourth Schedule
subject to approval of detailed plans and
specifications and the grant of the Licence for the
Alterations in accordance with this Clause 14;

14.4.2  that it will subject to approval of detailed plans
and specifications enter into a licence for
alterations in a form reasonably acceptable to the
Landlord and similar to the Licence for Alterations
allowing the Tenant to carry out alterations to Unit
7 marked on the Plan for the purpose of constructing
a connecting corridor between Unit 7 and Unit 8 and
that it undertakes that it shall procure that any
successor to the reversionary title in respect of the
relevant leases shall be bound by such obligation.

14.5    No Interference with Works

The Tenant shall ensure that neither it nor its agents
employees or contractors do anything to impede the progress of
the Works.

14.6    Tenant's Responsibility

As between the Landlord, the Developer and the Tenant all
materials goods plant machinery equipment and other items used
in connection with the Tenant's Works shall be at the sole
risk and responsibility of the Tenant and all agents employees
and contractors engaged in the Tenant's Works shall be persons
for whom the Tenant is responsible.

14.7    Indemnity

The Tenant shall be liable for and shall indemnify each of the
Landlord and the Developer against any expense liability loss
claim or proceedings in respect of personal injury to or the
death of any person whomsoever or injury or damage whatsoever
to any property real or personal arising out of or in the
course of or by reason of the carrying out of the Tenant's
Works.

14.8    Power Supply

The Tenant agrees that it will draw no more than 90 KVA of
power to each of the units (being Unit 8 and Unit 9) from the
existing electricity network supply to the Estate.  If the
Tenant requires additional power supplies to the Premises the
Tenant will at its own expense and without any cost to the
Landlord or the Developer install such infrastructure as may
be required to provide such additional power supplies to the
Premises.  For the avoidance of doubt the Tenant cannot
utilise the existing high voltage cable or other
infrastructure servicing or intending to service the bakery
unit numbered 10 on the Plan, the units marked 11 to 14
inclusive on the Plan and the units marked 1 to 7 on the Plan.


15.     INSURANCE

15.1    Insurance of Works under Building Contract

Until the Date of Practical Completion the Developer will
cause the Works to be insured in accordance with the Building
Contract.

15.2    Insurance of Works under Leases

Thereafter the Landlord will insure the Works or cause the
same to be kept insured against the Insured Risks as defined
in the Leases in accordance with the covenant on its behalf
and subject to the conditions therein contained.

15.3    Insurance of Tenant's Works

Until completion of the Tenant's Works the Tenant shall keep
the Tenant's Works insured (or shall procure such insurance)
against the Insured Risks (as so defined) and on completion
thereof shall advise the Landlord in writing of the value of
the Tenant's Works and within 10 Working Days of receipt of
such written advice the Landlord shall insure or cause the
same (insofar as they are comprised within the Property as
defined in the Leases to be kept insured against the Insured
Risks in accordance with the covenant on its behalf and
subject to the conditions therein contained.

15.4    Evidence of Cover

Each party will produce to the other whenever reasonably
required written evidence of such insurance cover.


16.     GRANT OF LEASE PARKING AREA DEED AND RENT DEPOSIT DEEDS AND
EXCLUSION ORDER

16.1    Grant

Subject to previous compliance by the Tenant with the
provisions of this Agreement the Landlord will grant to the
Tenant on the Completion Date the Unit 8 Lease and Unit 9
Lease and the Corridor Lease for the Agreed Term and the
Supplemental Lease for the term set out in the Supplemental
Lease and shall enter into the Rent Deposit Deeds and the
Parking Area Deed.

16.2    Acceptance

16.2.1  The Tenant and the Guarantor will accept the Leases the
Parking Area Deed and the Rent Deposit Deeds and execute
counterparts thereof but (for the avoidance of doubt) it is
hereby agreed that neither the Tenant nor the Guarantor shall
be obliged to accept any Lease unless there is a simultaneous
grant of all the Leases and of the Parking Area Deed.

16.2.2  On the Completion Date the Tenant shall pay over to the
Landlord the deposits payable in accordance with the terms of
the Rent Deposit Deeds but such payments shall not be payable
unless there is a simultaneous grant of all of the Leases and
of the Parking Area Deed.

16.2.3  The Guarantor will procure that Fenwick & West LLP of Two Palo
Alto Square  Palo  Alto CA 94306 (or such other US law firm as
the Guarantor may appoint) issues to the Developer and the
Landlord on the Completion Date a legal opinion in a form that
is reasonably acceptable to the Developer and the Landlord.

16.3    Lease Terms

16.3.1  The Unit 8 Lease shall be at the Unit 8 Rent (subject to
variation as provided in Clause 17) which shall be the amount
to be specified in clause 4(1)(b) of the Unit 8 Lease and
otherwise subject in all respects to the terms and conditions
set out in the Unit 8 Lease.

16.3.2  The Unit 9 Lease shall be at the Unit 9 Rent (subject to
variation as provided in Clause 17) which shall be the amount
to be specified in clause 4(1)(b) of the Unit 9 Lease and
otherwise subject in all respects to the terms and conditions
set out in the Unit 9 Lease.

16.3.3  The Corridor Lease shall be subject in all respects to the
terms and conditions set out in the Corridor Lease and the
Supplemental Lease shall be subject in all respects to the
terms and conditions set out in the Supplemental Lease.

16.3.4  The following matters shall be inserted in each of the Unit 8
Lease and the Unit 9 Lease and the Corridor Lease and the
Supplemental Lease as indicated below:

(A)     The Review Date to be specified in clause 1 of the
Unit 8 Lease and the Unit 9 Lease shall be the Review
Date as specified in this Agreement;

(B)     The date to be specified in clause 3(1) of the Unit 8
Lease and the Unit 9 Lease and the Corridor Lease
shall be the Quarter Day (as defined in the Leases)
immediately preceding the Date of Practical
Completion;

(C)     The date to be specified in clause 4(1)(a) of the
Unit 8 Lease and the Unit 9 Lease shall be the day
before the Rent Commencement Date as specified in
this Agreement;

(D)     The date to be specified in clauses 4(1)(b) and 4(2)
of the Unit 8 Lease and the Unit 9 Lease shall be the
Rent Commencement Date specified in this Agreement;

(E)     The date to be specified in clause 5(1) of the Unit 8
Lease and the Unit 9 Lease shall be the Date of
Practical Completion.

(F)     The date to be specified in the definition of
"Provisional Service Charge" in clause 5(7) of the
Unit 8 Lease and the Unit 9 Lease shall be the Date
of Practical Completion.

(G)     The date to be specified in clause 15(1) of the Unit
8 Lease and the Unit 9 Lease and clause 14(1) of the
Corridor Lease shall be the fifteenth anniversary of
the date upon which the Agreed Term commences.

(H)     The figure to be specified in Schedule 1 of the Unit
8 Lease and the Unit 9 Lease shall be the Gross
Internal Area specified in this Agreement.

(I)     The dates to be inserted in Part 2 of Schedule 7 of
the Corridor Lease shall be the date of completion of
the Unit 8 Lease and the term commencement date of
that lease, respectively.

(J)     The date to be inserted into the new paragraph (g)
set out in clause 4 of the Supplemental Lease shall
be the date of the Supplemental Lease.

16.4    Completion

Completion of the grant of each of the Leases shall take place
at the offices of the Developer's Solicitors Wilde Sapte of 1
Fleet Place  London  EC4M 7WS or elsewhere as they may
reasonably direct.

16.5    Exclusion Order

If on the Completion Date the Exclusion Order is no longer
effective to exclude the tenancy to be created by the Corridor
Lease from the security of tenure provisions afforded by
Sections 24 to 28 (inclusive) of the Landlord and Tenant Act
1954 (as amended) the Landlord and the Tenant (acting through
the Landlord's Solicitors and the Tenant's Solicitors
respectively) shall forthwith sign and submit to the relevant
Court (in triplicate) a joint originating application in a
form reasonably acceptable to both parties and all relevant
documents in support thereof together with the requisite fee
for the same (such fee to be paid by the Landlord) and each of
the Landlord and Tenant shall use its reasonable endeavours to
ensure that the security of tenure provisions afforded by
Sections 24 to 28 (inclusive) of the Landlord and Tenant Act
1954 (as amended) do not apply to the Corridor Lease.


17.     MEASUREMENT

17.1    Measurement of Unit 8 and Unit 9
The Landlord the Developer and the Tenant shall procure that
surveyors appointed by them shall measure the Gross Internal
Area of each of Unit 8 and Unit 9 within five Working Days of
the Date of Practical Completion and in the event of their
failure to agree upon the Gross Internal Area within five
Working Days after the Date of Practical Completion the matter
shall be referred to the decision of an independent expert
pursuant to the provisions of Clause 33.

17.2    Rent Adjustment

17.2.1  If the Gross Internal Area of Unit 8 as agreed or
determined is more or less than 35,408 square feet
(but not otherwise) the Unit 8 Rent shall be the sum
of the Gross Internal Area multiplied by L 8.00
instead of the sum specified in the definition of
"Unit 8 Rent".

17.2.2  If the Gross Internal Area of Unit 9 as agreed or
determined is more or less than 17,704 square feet
(but not otherwise) the Unit 9 Rent shall be the sum
of the Gross Internal Area multiplied by L 8.00
instead of the sum specified in the definition of
"Unit 9 Rent".


18.     OCCUPATION

        As soon as the Tenant shall have completed the Tenant's Works
to the reasonable satisfaction of the Landlord the Tenant
shall notwithstanding that the Leases may not then be
completed take up occupation of and commence trading at the
Premises upon the terms and conditions of the Leases and with
the benefit of but subject to the rights (so far as consistent
with the physical state of the Premises from time to time)
exceptions and reservations agreements and declarations and
provisos therein contained and the Landlord shall have and be
entitled to all remedies by distress action or otherwise for
breach of any of the covenants or conditions on the part of
the Tenant as if the Leases had actually been granted.


19.     RENT

Until the Leases shall be granted the Tenant shall be liable
for the payment to the Landlord on the dates to be specified
in the Leases of sums equal to the amounts which would have
been payable by way of rent and other payments under the
covenants of the Leases had the same actually been granted on
the Completion Date provided nevertheless that any money so
paid shall be set against the rent and other payments which
would otherwise be due under the Leases in respect of the same
period and provided further that pending the ascertainment of
the Gross Internal Area pursuant to Clause 17 such sums shall
be paid at the rate of the rent specified as the Unit 8 Rent
and the Unit 9 Rent and upon the Gross Internal Area being
ascertained such adjustment as is necessary shall be made on
the next following quarter day.

20.     INSURANCE AND SERVICE CHARGE

The Tenant shall also be liable on and from the Date of
Practical Completion until the Leases shall be granted for the
payment to the Landlord on the dates to be specified in the
Leases of sums equal to the amounts which would have been
payable by way of insurance and service charge under the
covenants of the Leases had the same actually been granted on
the Date of Practical Completion provided nevertheless that
any money so paid shall be set against the insurance and
service charge which would otherwise be due under the Leases
in respect of the same period.


21.     DEFECTS

Any defects shrinkages or other faults in the Works which
shall appear within the defects liability period or periods
provided under the Building Contract shall be certified by the
Tenant in a schedule of defects to be delivered by the Tenant
to the Developer not later than 10 Working Days prior to the
date of expiry of each defects liability period and the
Developer shall take all reasonable steps to procure the
making good of all such defects as are covered by the defects
liability clause in the Building Contract and the Tenant shall
give reasonable access to the Contractor for this purpose.


22.     TENANT'S OBLIGATIONS

The Tenant agrees to observe and perform the following
stipulations:

22.1    Not to enter into possession of the Premises until
the Access Date or (if none) the Date of Practical
Completion;

22.2    Not to assign charge or otherwise deal with its
interest under this Agreement or any part thereof but
to take up occupation of the Premises itself and
enter into the Leases itself and commence trading
therefrom as hereinbefore provided.


23.     VAT

All payments of whatever nature which are payable under this
agreement are exclusive of VAT and the Tenant shall pay and
keep each of the Landlord and the Developer indemnified
against all VAT which may from time to time be charged on any
monies payable by the Tenant under this Agreement.


24.     INTEREST

If any sum of money payable by the Tenant under this Agreement
remains unpaid for more than five Working Days after the date
when payment is due the Tenant shall pay interest on the
amount due from time to time at the rate of four per cent per
annum above the base lending rate from time to time of Lloyds
Bank PLC from the date when payment was due until the date of
payment (both before and after any judgment).


25.     TITLE

Title has been deduced to the Tenant's Solicitors (as the
Tenant hereby acknowledges) and the Tenant is deemed to have
full knowledge thereof and shall raise no objection or
requisition relating thereto.


26.     MATTERS AFFECTING THE LEASE

26.1    Matters

The Leases will be granted subject to and with the benefit of
such of the following as may apply:

26.1.1  all local land charges (whether registered or not
before the date of this agreement) and all matters
capable of registration as a local land charge or
otherwise registrable by any competent authority or
pursuant to statute or like instrument;

26.1.2  all notices served and orders demands proposals or
requirements made by any local or other public or
competent authority whether before or after the date
of this Agreement;

26.1.3  all actual or proposed charges notices orders
restrictions agreements conditions or other matters
arising under any enactment relating to Town and
Country Planning;

26.1.4  all existing rights and easements and quasi-
easements;

26.1.5  all matters in the nature of overriding interests as
defined in Section 70 of the Land Registration Act
1925; and

26.1.6  the matters contained mentioned or referred to in the
documents mentioned in the Leases.

26.2    No Requisitions

The Tenant is deemed to have full knowledge of all matters
referred to in Clause 26.1 and shall raise no objection or
requisition in relation to any such matter.


27.     USER

Neither the Landlord nor the Developer warrants that the
Premises may lawfully be used for any purpose authorised under
the Leases.


28.     NON-MERGER

The provisions of this Agreement so far as not performed prior
to completion of the Leases shall remain in full force and
effect notwithstanding the completion of the Leases.


                                      Part 3

29.     GENERAL PROVISIONS

This part of this Agreement shall come into effect on the date
hereof


30.     FORFEITURE

        If the Tenant commits any substantive breach of the provisions
of this agreement and fails to remedy such breach within
twenty-one (21) days after notice in writing by the Developer
or the Landlord to the Tenant specifying the breach or if an
Event of Default (as that term is defined in the Leases)
occurs then in any such case the Developer or the Landlord may
at any time thereafter by notice in writing to the Tenant
determine this Agreement but without prejudice to any claim
which the Developer or the Landlord may have against the
Tenant arising before the date of determination Provided that
notwithstanding such determination the Tenant shall if and to
the extent required by the Developer or the Landlord remove at
its own expense the Fit Out Works and any works carried out by
or on behalf of the Tenant to the Premises (including the
Tenant's Works) and reinstate the same and if the Tenant shall
default in carrying out any such works of removal and
reinstatement either of the Landlord or the Developer shall be
entitled to carry out such works at the Tenant's expense and
all costs so incurred shall be repaid by the Tenant forthwith
upon demand or may be deducted from any money held by the
Landlord pursuant to Clause 14.1.3.


31.     ACKNOWLEDGEMENTS

31.1    Acknowledgements

The Tenant hereby acknowledges and admits:

31.1.1  that it has not entered into this Agreement in
reliance upon any representation made by or on behalf
of the Landlord and/or the Developer but not embodied
in this Agreement except to the extent that the
Tenant may be entitled to rely on any representation
made by the Developer's solicitors on behalf of the
Developer in any written reply to any enquiry made by
the Tenant's solicitors on behalf of the Tenant; and

31.1.2  that it has satisfied itself on all matters relating
to user under the Planning Act and accepts that it
shall be deemed to take the Premises with full
knowledge thereof and shall raise no requisition or
objection in relation thereto.

31.2    Entire Contract

The parties agree that this Agreement constitutes the entire
contract between them and may not be varied except by written
agreement between them or their respective solicitors.


32.     NOTICES

32.1    All notices requests demands approvals consents and other
communications under this Agreement shall be in writing and
shall be deemed to be duly given if delivered personally or
sent by telex or facsimile or by prepaid registered or
recorded delivery mail to a party at its address set forth
above or at such other address as such party may specify from
time to time by written notice to the others and if by
facsimile shall be deemed to be given at the time of receipt
and if by mail then shall be deemed to be given on the second
Working Day after the day of posting.

32.2    During such period that the Estate is vested in the trustee of
Schroder Exempt Property Unit Trust no notice shall be deemed
to be validly served on the Landlord unless a copy of such
notice is also served on Schroder Property Investment
Management Limited at 31 Gresham Street, London EC2V 7QA or
such other address as the Landlord shall notify to the Tenant
and the Developer.


33.     DISPUTES

33.1    Disputes generally

Any dispute or difference arising between the parties hereto
as to their respective rights duties and obligations hereunder
or as to any matter arising out of or in connection with the
subject matter of this Agreement (excluding any dispute or
difference referred to in Clause 33.3) shall be referred to
and determined by an independent person who has been
professionally qualified in respect of the subject matter of
the dispute or difference for not less than ten years and who
is a specialist in relation to such subject matter such
independent person to be agreed between the parties or failing
such agreement to be nominated by the President or Vice-
President or other duly authorised officer of the Royal
Institution of Chartered Surveyors on the application of any
party hereto.

33.2    Disputes over construction of Agreement

Any dispute or difference arising between the parties hereto
over the meaning or construction of this Agreement (and also
any dispute as to whether a particular dispute or difference
should be dealt with under Clause 33.1) shall be referred to
an independent solicitor or barrister agreed between the
parties hereto or failing such agreement nominated by the
President or the Vice-President or other duly authorised
officer of the Law Society on the application of any party
hereto.

33.3    Disputes regarding Determination

Clauses 33.1 and 33.2 do not apply to disputes relating to the
determination or purported determination of this Agreement
under Clause 30.

33.4    Appointment of Expert

Whenever a person is to be appointed under this Clause 33 the
following provisions shall have effect:

33.4.1  the person shall act as an expert and not as an
arbitrator and his decision shall be final and
binding upon the parties hereto;

33.4.2  the person shall consider (inter alia) any written
representations on behalf of any party (if made
promptly) but shall not be bound thereby;

33.4.3  the parties shall use all reasonable endeavours to
procure that the person gives his decision as
speedily as possible;

33.4.4  the costs of appointing the person and his costs and
disbursements in connection with his duties under
this agreement shall be shared between the parties in
such proportions as the person shall determine or in
the absence of such determination equally between
them; and

33.4.5  if the person becomes unable or unwilling to act then
the procedure hereinbefore contained for appointment
of an expert may be repeated as often as necessary.


34.     LANDLORD'S LIABILITY

34.1    Personal Obligations

The obligations on the part of the Developer contained in this
Agreement shall be personal to the Developer and shall not be
binding on the Landlord nor the owner for the time being of
the reversion to the interest to be granted pursuant to the
Leases.

34.2    Right to Assign

The Landlord shall have the right to assign the benefit of
this Agreement by way of absolute legal assignment or by way
of security or otherwise.  The Landlord shall within 10
Working Days after such assignment give written notice (or
procure that the assignee gives such notice) to the Tenant of
such assignment and setting out full details of the assignee
and its address for service.

34.3    Assignment

If the Landlord assigns the benefit of this Agreement and the
assignee gives notice of such assignment to the Tenant the
Tenant shall forthwith following receipt of the notice of
assignment acknowledge receipt of the same and shall also
acknowledge to the assignee that it shall not treat this
Agreement as repudiated by reason of any act or omission on
the part of the Landlord named in this Agreement without first
giving not less than 10 Working Days notice in writing to the
assignee and allowing the assignee a reasonable opportunity to
remedy or procure remediation of the breach (where capable of
remedy).


35.     GUARANTOR'S COVENANT

The Guarantor covenants with the Landlord and as a separate
covenant with the Developer that:

35.1    during the continuance of this agreement the Tenant
shall observe and perform the obligations covenants
and conditions on the Tenant's part contained in this
agreement and in case of default the Guarantor will
observe and perform the obligations covenants and
conditions in respect of which the Tenant is in
default and make good to each of the Landlord and the
Developer on demand and indemnify each of the
Landlord and the Developer against all losses damages
costs and expenses thereby arising or incurred by the
Landlord or the Developer (as appropriate);

35.2    the liability of the Guarantor under Clause 35.1
shall not be affected in any way by:

35.2.1  any neglect or forbearance of the Landlord or
the Developer in enforcing the observance or
performance of the obligations covenants and
conditions on the Tenant's part;

35.2.2  any time or indulgence given to the Tenant by
the Landlord or the Developer;

35.2.3  any variation in the terms of this Agreement;

35.2.4  the death of the Tenant (if an individual) or
the dissolution of the Tenant or the Tenant
otherwise ceasing to exist; or

35.2.5  any other act matter or thing or the release
of any person apart from the express release
in writing of the Guarantor;

35.3    if during the continuance of this Agreement the
Tenant (being a company) is dissolved or if the
liquidator of the Tenant or (if the Tenant is an
individual) the trustee in bankruptcy of the Tenant
disclaims this agreement the Guarantor shall upon
written notice from the Landlord or the Developer
given within three months after the date of
dissolution or disclaimer enter into an agreement for
Lease of the Premises (as tenant) upon the same terms
as in this Agreement (without however requiring any
other person to act as guarantor) such new agreement
to take effect from the date of dissolution or
disclaimer and to be granted at the cost of the
Guarantor who shall execute and deliver to the
Landlord and the Developer a counterpart of it.


36.     JURISDICTION

36.1    English Law

This Agreement shall be governed by and construed in
accordance with English law.

36.2    English Courts

Each party to this Agreement submits to the exclusive
jurisdiction of the English courts in respect of all matters
arising out of this Agreement but each of the Landlord and the
Developer shall have the right to bring proceedings in the
courts of any other jurisdiction for the purpose of enforcing
a judgment.

36.3    Service of Notices on Guarantor

The Guarantor appoints Dibb Lupton Alsop (ref RSS) of 125
London Wall London EC2Y 5AE (or such other person in the UK as
the Guarantor may from time to time nominate by written notice
to the Landlord and to the Developer) as its agents to accept
on its behalf service of all notices served in accordance with
the provisions of this agreement and to accept service of
process in respect of all proceedings arising out of this
agreement.


AS WITNESS the hands of duly authorised signatories for the Landlord,
the Developer and the Tenant and executed as a deed by the Guarantor




SIGNED by

for and on behalf of the DEVELOPER
)
)




SIGNED by
for and on behalf of the LANDLORD
)
)





SIGNED by
for and on behalf of the TENANT
)
)





SIGNED as a DEED
by the GUARANTOR acting by Richard
Stoltz its Authorised Signatory in
accordance with the constitution of
the company and the country in which
it is incorporated
)
)
)
)



                                               Authorised Signatory




                                  FIRST SCHEDULE
                              (Prohibited Materials)


The materials identified in the publication entitled "Good Practice in
the Selection of Construction Materials" produced by the British
Council for Offices and the British Property Federation


SECOND SCHEDULE
(Onerous Conditions)


1.      Any restriction on the hours of use or anything which would
prevent the use of the Premises for any day or days in any
year

2.      Any restrictions on the permitted use of Unit 8 and Unit 9
which would prevent their use for any purposes within use
classes B1(c), B2 or B8 of the Town and Country (Use Classes)
Order 1987 or as an internet data centre or any restrictions
on the permitted use of the Corridor as a connecting corridor
between Unit 7 and Unit 8 and otherwise as open space

3.      Any restrictions on increasing the internal floorspace of Unit
8 and Unit 9 by way of a mezzanine floor except a restriction
on increasing the internal floorspace of Unit 8 and Unit 9
beyond that applied for in the Tenant's Application

4.      Any restrictions on the use of the car parking (other than a
restriction requiring the car parking to be used only by
occupiers of Unit 8 and Unit 9 or their visitors or only in
conjunction with the use or occupation of Unit 8 or Unit 9)

5.      Any condition which requires the reduction in number of car
spaces to be provided as part of the Works unless such
condition is attached to a planning permission granted
pursuant to the Tenant's Application

6.      Any restrictions on the height or weight of vehicles which
access or service the Premises

7.      Any restrictions on external storage on site, or the ability
to make alterations to the Premises such as installation of
satellite dishes or power generators, signage or air
conditioning equipment other than a restriction requiring
planning permission to be obtained before such alterations are
made


                                  THIRD SCHEDULE
                                  (Fit Out Works)


1.      Steelwork in Unit 8 is to be designed to allow for a future
door (such future door not forming part of the works described
in this schedule), size 2m wide x 2.6m high located between
grid lines C and D on grid line 16 (such grid lines being
shown on the plans annexed to the Documents).

2.      3no. 100 mm dia. service ducts are to be laid from each of the
2no. telecom manholes near to Unit 8 entrance, to accommodate
future fibre optic cables (such future fibre optic cables not
forming part of the works described in this schedule). Ducts
are to have slow bends at changes of direction, and are to be
complete with draw ropes.  Ducts terminate above slab within
the building.  Positions of ducts as follows:  from manhole
near to grids A/9 to near to intersection of grids E/12,
running parallel to grids 9 and then E; and from manhole near
to grids A/12 to near to intersection of grids D/12, running
parallel to grids 12 and then D. Dimensioned locations to
ducts to be confirmed.



                                  FOURTH SCHEDULE
     (Tenants Works - brief details of parts thereof approved in principle)


1.      Security fencing around the perimeter of the demise, including
the rear yard area to the line of phase 1.

2.      The right to install steel mezzanine structures within the
units.

3.      The installation of service plant within a purpose built
structure to be site to the rear of the units and within the
demised yard area.

4.      The right to construct a connecting corridor between Units 7 &
8, specification to be agreed

as such works are more particularly specified in the Tenant's
Application and drawings numbered PR/NC/1, 9021/PA/01 (dated 12/4/99),
9021/PA/02 (dated 11/4/99) and 9021/PA/03 (dated 12/4/99).



ANNEXURES

Annexure 1      -       Documents

Annexure 2      -       Unit 8 Lease

Annexure 3      -       Unit 9 Lease

Annexure 4      -       Corridor Lease

Annexure 5      -       Supplemental Lease

Annexure 6      -       Plan

Annexure 7      -       Contractor's Warranty

Annexure 8      -       Employer's Agent's Warranty

Annexure 9      -       Structural Engineer's Warranty

Annexure 10     -       Architect's Warranty

Annexure 11     -       RPS's Warranty

Annexure 12     -       Rent Security Deposit Deed relating to Unit 8

Annexure 13     -       Rent Security Deposit Deed relating to Unit 9

Annexure 14     -       Licence for Alterations

Annexure 15     -       Parking Area Deed


TLF/SJG/145764
PY0439854.03



                            DATED                 1999




                           HELIOS (PARK ROYAL) LIMITED


                                       and


                        LLOYDS BANK PLC (as Trustee of the
                       Schroder Exempt Property Unit Trust)


                                       and


                             EXODUS INTERNET LIMITED


                                       and


                            EXODUS COMMUNICATIONS INC




                        ----------------------------------
                               AGREEMENT FOR LEASE
                                   relating to
                        Units 8 and 9 Phase 3 Matrix Park,
                           Coronation Road, Park Royal
                                   London NW10
                        ----------------------------------







                                   WILDE SAPTE
                                  1 Fleet Place
                                 London EC4M 7WS

                               Tel. 0171 246 7000
                               Fax. 0171 246 7777
                               Ref. TLF/SJG/145764
                                   PY0439854.05
<PAGE>


                             H.M. LAND REGISTRY

                       Land Registration Acts 1925-1988


County & District:              London Boroughs of Ealing and Brent

Title Number:                   AGL 54738

Property:                       Unit 8 Phase 3 Matrix Park, Coronation Road,
Park Royal,
London NW10


THIS  LEASE  is made on                                        , 1999

BETWEEN:

(1)     LLOYDS BANK PLC (registered number 2065) (as trustee of Schroder
Exempt Property Unit Trust) whose registered office is at 71
Lombard Street, London EC3P 3BS (the "Landlord");

(2)     EXODUS INTERNET LIMITED (registered number 3591136) whose
registered office is at Fountain Precinct  Balm Green  Sheffield
South Yorkshire  S1 1RZ (the "Tenant"); and

(3)     EXODUS COMMUNICATIONS INC of 2650 San Thomas Expressway, Santa
Clara CA95051, USA (the "Guarantor").

This Lease is a new tenancy for the purposes of section 1 of the
Landlord and Tenant (Covenants) Act 1995.


THIS DEED WITNESSES as follows:

1.      DEFINITIONS

In this Lease:

"authorised guarantee agreement" means an authorised guarantee
agreement as defined in section 16 of the Landlord and Tenant
(Covenants) Act 1995;

"Business Day" means a day (other than a Saturday or Sunday) on
which banks are generally open in London for normal business;

"Car Spaces" means 26 parking spaces on the Estate from time to
time designated by the Landlord for the Tenant's use of which
not less than 25 parking spaces shall be within the area shown
edged green on the Plan;

"Clearing Bank" means a bank which is a member of CHAPS Clearing
Company Limited;

"Common Parts" means the roads, footpaths, service areas, car
parks, loading bays, landscaped and open areas, entrances and
other areas from time to time during the Term provided by the
Landlord for common use by the tenants of the Estate (but shall
not include any such items as may exclusively serve and be
demised to a tenant of any Unit) but for the avoidance of doubt
the common parts shall always include the road coloured brown on
the Plan and the Car Spaces and shall afford the Tenant access
to and from the Property and the Car Spaces;

"Conduits" includes those for sewage, water, gas, electricity,
telecommunications and data processing;

"Default Interest Rate" means four per centum per annum above
the Interest Rate;

"End of the Term" includes the expiry of the Term by effluxion
of time or the determination of the Term by forfeiture,
surrender, merger, notice or in any other way;

"Estate" means Phases 1 and 3 Matrix Park Coronation Road Park
Royal London NW10 the present extent of which is shown edged
green on the Estate Plan but such expression shall mean such
greater or lesser area which shall include the Property and
which shall from time to time be managed by the Landlord as a
single estate (including all buildings and other structures on
and all parts of such estate);

"Estate Plan" means the plan numbered A3159/0/38 annexed to this
Lease;

"Guarantor" includes the person named in this Lease as
guarantor, if any, and any other person who is for the time
being a guarantor in respect of the Tenant's obligations under
this Lease and his personal representatives and successors;

"Insured Risks" means fire, lightning, explosion, earthquake,
aircraft and other aerial devices and articles dropped from
them, escape of oil, impact by vehicles or animals, riot, civil
commotion, strikes and labour disturbances, storm, flood,
bursting and overflowing of water tanks, apparatus or pipes and
other risks against which the Landlord reasonably decides from
time to time to insure and any other risks that the Tenant shall
reasonably require to be included and which the insurers shall
accept subject to such exclusions, limitations and excesses as
are imposed by its insurers and to the extent to which the risks
mentioned in this definition are insurable with the Landlord's
insurers but shall include loss or damage by acts of terrorism
if and only to the extent that the Landlord has insured against
acts of terrorism;

"Interest Rate" means the base rate for the time being of Lloyds
Bank Plc or of another Clearing Bank designated from time to
time by the Landlord or if there is no such base rate the rate
from time to time prescribed under section 32 of the Land
Compensation Act 1961;

        "Landlord" includes the person for the time being entitled to
the reversion immediately expectant on the End of the Term;

"Lease" means this lease, all deeds varying this lease and all
licences and consents granted under this lease or under any deed
of variation;

"Lettable Areas" means all buildings on the Estate designed to
be let for commercial use;

"Parking Area" means the car parking areas forming part of the
Estate including the Car Spaces;

"Plan" means the plan annexed to this Lease numbered A3159-003.P01;

"Planning Acts" means the Town and Country Planning Act 1990,
the Planning (Listed Building and Conservation Areas) Act 1990,
the Planning (Hazardous Substances) Act 1990, the Planning
(Consequential Provisions) Act 1990 and the Planning and
Compensation Act 1991;

"Property" means the property described in Schedule 1 and every
part of it and all additions and alterations to it and includes
(without limitation):

        (a)     every part of all buildings and other structures now or
during the Term on the property including walls, roofs,
foundations, load-bearing parts, doors, windows and
Conduits exclusively serving the Property;

        (b)     landlord's fixtures and fittings including floor
coverings;

(c)     electrical and mechanical installations, plant, equipment
and machinery including (without limitation) lifts,
heating plant, air conditioning plant and ventilation
plant and radiators;

(d)     one half (severed vertically) of any wall separating the
Property from any adjoining Unit;

(e)     service areas, loading bays and landscaped and open areas;
and

(f)     boundary walls and fences (if any);

"Quarter Days" means 25th March, 24th June, 29th September and
25th December in every year;

"Rent" includes all sums reserved as rent by this Lease and any
interim rent determined under the Landlord and Tenant Act 1954;

"Rent Review Specification" means the specification annexed to
this Lease;

"Retained Areas" means the whole of the Estate other than the
Units;

"Review Date" means                            in the year
                                and in every fifth year after that year
for so long as the Term continues;

"Review Period" means the period starting with any Review Date
up to the next Review Date or starting with the last Review Date
up to the End of the Term;

"Tenant" includes the Tenant's successors in title;

"Term" means the term granted by this Lease and any statutory or
other continuation or extension of it or any holding over;

"Term Commencement Date" means the date of commencement of the
Term specified in clause 3(1);

"Units" means the units of accommodation on the Estate that are
let or otherwise exclusively occupied or designed or intended
for letting or exclusive occupation and "Unit" shall mean any
one of them;

"VAT" means value added tax and any imposition or levy of a like
nature; and

"VATA 1994" means the Value Added Tax Act 1994.


2.      INTERPRETATION

(1)     Where there are two or more persons included in the expressions
"the Landlord", "the Tenant" or "the Guarantor" each reference
to the Landlord, the Tenant or the Guarantor includes a separate
reference to each of those persons.

(2)     Any reference, express or implied, to an enactment includes
references to:

(a)     that enactment as amended, extended or applied by or under
any other enactment (before or after this Lease);

(b)     any enactment which that enactment re-enacts (with or
without modification);

(c)     any subordinate legislation made (before or after this
Lease) under that enactment, as amended, extended or
applied as described in paragraph (a) above or under any
enactment referred to in paragraph (b) above; and

(d)     any consents, licences and permissions given (before or
after this lease) under that enactment, as amended,
extended or applied as described in paragraph (a) above or
under any enactment referred to in paragraph (b) above or
under that subordinate legislation and any conditions
contained in those consents, licences and permissions.

(3)     Any reference, express or implied, to enactments generally
includes subordinate legislation and any legislation of the
European Union that is directly applicable in the United Kingdom
and includes existing enactments and those that come into effect
during the Term.

(4)     Sub-clauses (1) to (3) above apply unless the contrary intention
appears.

(5)     The headings in this Lease do not affect its interpretation.


3.      LEASE

(1)     The Landlord lets the Property to the Tenant together with the
rights set out in Schedule 2 but except and reserving to the
Landlord the rights set out in Schedule 3 for the term of twenty
five years commencing on and including [
] subject to all rights and covenants affecting the Property
including (without prejudice to the generality of the foregoing)
the matters contained or referred to in Schedule 4 at a yearly
rent ascertained in accordance with clause 4.

(2)     The rights granted to the Tenant are granted in common with the
Landlord, any person authorised by the Landlord and everyone
else having the like or similar rights.

(3)     This Lease does not include any rights other than those set out
in Schedule 2.

(4)     The rights excepted and reserved to the Landlord are also
excepted and reserved to those authorised by the Landlord and
everyone else entitled to them.


4.      RENT AND RENT REVIEW

(1)     Rent
The yearly rent shall be:-

(a)     until [                ] the rent of one peppercorn (if
demanded);

(b)     from and including [                             ] until
the first Review Date the rent of [                     ] pounds
[L ]; and

        (c)     during each successive Review Period a rent equal to the
rent previously payable under this Lease (or the rent
which would be payable but for any abatement or suspension
of rent under this Lease) or the revised rent ascertained
in accordance with this clause, whichever is the greater.

(2)     Rent payment dates
The yearly rent is payable without any deduction by equal
quarterly payments in advance on the Quarter Days.  The first
payment (which is an apportioned sum) is to be made on
[                            ] in respect of the period
commencing on that date and ending on the day before the next
following Quarter Day.

(3)     Rent review - method
The revised rent for any Review Period may be agreed in writing
at any time between the Landlord and the Tenant or (in the
absence of agreement) determined not earlier than the relevant
Review Date by an independent valuer (acting as an expert and
not as an arbitrator)  of recognised standing and having
experience in letting and valuing property of a like kind and
character to the Property.

(4)     Nomination
The independent valuer may be nominated in the absence of
agreement by or on behalf of the president for the time being of
the Royal Institution of Chartered Surveyors on the application
of either the Landlord or the Tenant made not earlier than three
months before the relevant Review Date.

(5)     Rent review - amount

In the case of valuation the revised rent to be determined by
the valuer shall be such as he shall decide is the yearly rent
at which the Property might reasonably be expected to be let at
the relevant Review Date

(a)     after the expiry of a rent free period or a concessionary
rent period given for fitting-out purposes only of such
length and the giving of such other inducements
(including, without limitation, any rental concession,
capital payment or contribution to fitting out-costs)
given for fitting out purposes only as in either case
would be negotiated in the open market between a willing
landlord and a willing tenant so that the yearly rent is
that payable after the expiry of any such rent free period
or concessionary rent period and after the giving of such
inducement; and

(b)     on the assumptions set out in sub-clause (6) but
disregarding the matters set out in sub-clause (7).

(6)     Assumptions
The assumptions are that at the relevant Review Date:

(a)     the Property:

          (i)     is available to let on the open market by a willing
          landlord to a willing tenant by one lease without a
          premium from either party and with vacant possession
          for a term of 10 years or a term equal to the
          residue then unexpired of the Term (whichever be the
          longer) but in either event commencing on the
          relevant Review Date with the rent payable from
          then;

          (ii)    is to be let as a whole on a lease which is to
          contain the same terms as this Lease (other than the
          amount of the rent referred to in sub-clause (1)(a)
          and (b) and any rent free or reduced rent period
          allowed to the Tenant but including the provisions
          for review of that rent at the same intervals as
          those in this Lease) the first Review Date in that
          lease being the fifth anniversary of the relevant
          Review Date;

          (iii)   has been built to the specification set out in the
          Rent Review Specification with the inclusion of an
          internal dividing wall (with no openings in such
          wall) between the Property and the adjacent Unit
          numbered 9 and is fit and available for immediate
          occupation and use with connections to all mains
          services independently of any other Unit and is
          available for immediate use as authorised by this
          Lease; and

          (iv)    may be used for any of the purposes permitted by
          this Lease including any purpose which falls within
          the same use class (under the Town & Country
          Planning (Use Classes) Order for the time being in
          force) as the purpose permitted by this Lease;

(b)     all the covenants in this Lease by the Landlord and the
Tenant have been performed and observed; and

(c)     no work has been carried out to the Property which has
diminished the rental value and in case the Property has
been destroyed or damaged it has been fully restored.

(7)     Disregards
The matters to be disregarded are:

(a)     any effect on rent of the fact that the Tenant, its
subtenants or their respective predecessors in title have
been in occupation of the Property;

(b)     any goodwill attached to the Property by reason of the
carrying on at it of the business of the Tenant, its
subtenants or their predecessors in title in their
respective businesses; and

(c)     any increase in rental value of the Property attributable
to the existence at the relevant Review Date of any
improvement carried out with consent of the Landlord
(where required) but not under an obligation to the
Landlord or its predecessors in title to the Property
carried out by and at the cost of the Tenant, its
subtenants or their respective predecessors in title
during the Term or during any earlier period of occupation
arising out of an agreement to grant the Term.

(8)     Valuer
In the case of determination by a valuer:

(a)     the fees and expenses of the valuer including the cost of
his appointment shall be borne as he shall decide or in
the absence of any decision equally by the Landlord and
the Tenant who shall otherwise each bear their own costs;

(b)     the valuer shall afford the Landlord and the Tenant an
opportunity to make representations to him; and

        (c)     if the valuer dies, delays or becomes unwilling or
incapable of acting or if for any other reason the
president for the time being of the Royal Institution of
Chartered Surveyors or the person acting on his behalf
thinks fit he may discharge the valuer and appoint another
in his place.

(9)     Memorandum
When the revised rent has been ascertained memoranda of it shall
be signed by or on behalf of the Landlord and the Tenant and
annexed to this Lease and the counterpart of it and the Landlord
and the Tenant shall bear their own costs in respect of the
memoranda.

(10)    Interest
If the revised rent payable with effect from any Review Date has
not been agreed by that Review Date rent shall continue to be
payable at the rate previously payable.  Forthwith on the
revised rent being ascertained the Tenant shall pay to the
Landlord any shortfall between the rent and the revised rent
payable up to and on the preceding quarter day together with
interest at the Interest Rate compounded quarterly on each part
of the shortfall from the date or respective dates on which each
part would have been due for payment had the revised rent been
ascertained before the relevant Review Date until the date of
payment.

For the purpose of this clause the revised rent shall be deemed
to have been ascertained on the date when it has been agreed
between the Landlord and the Tenant or the date of the
determination by the valuer.

(11)    Costs
If either the Landlord or the Tenant fails to pay the relevant
part of the fees and expenses of the valuer under sub-clause (8)
within 15 Business Days of the same being demanded by the valuer
the other shall be entitled to pay the same and the amount so
paid shall be repaid on demand by the party chargeable and
recoverable from that party as a debt due.

(12)    Time not of the essence
Time shall not be of the essence for the purposes of this clause
4.


5.      SERVICE CHARGE

(1)     The Tenant shall pay to the Landlord the Provisional Service
Charge without any deduction by equal quarterly payments in
advance on the Quarter Days.  The first payment (which is an
apportioned sum) is to be made on the date of the Lease in
respect of the period commencing on
[                                ] and ending on the Quarter Day
next following the date of this Lease.

(2)     As soon as possible after every Accounting Date the Landlord
shall prepare and supply to the Tenant an account:

(a)     showing the Gross Expenses, the Income and the Net
Expenses for the Financial Year referred to in the
account;

(b)     containing a fair summary of the items referred to in it;
and

(c)     certified by the Landlord or its agents (who may be the
managing agents for the Estate).

The account shall be conclusive evidence of all matters of fact
referred to it in it (save in the case of manifest error) and
the Tenant shall be afforded on request reasonable facilities
for inspecting and taking copies of the accounts and receipts
and other documents supporting the account.

(3)     In the case of the first Accounting Date after the date for
commencement of payment of the Provisional Service Charge
specified in clause 5(1), if the proportion of the Tenant's
Share of the Net Expenses shown in the account apportioned on a
daily basis for the period from that date to the Accounting
Date:

(a)     exceeds the amount already paid as Provisional Service
Charge before the first Accounting Date, the Tenant shall
pay the excess to the Landlord within 14 days of written
demand; and

(b)     is less than the amount already paid as Provisional
Service Charge before the first Accounting Date, the
Landlord shall credit the excess to the Tenant against the
next quarterly payment of Provisional Service Charge.

(4)     In the case of every subsequent Accounting Date, if the Tenant's
Share of the Net Expenses shown in the account for the period
beginning on the day after the previous Accounting Date and
ending on that Accounting Date:

(a)     exceeds the amount paid as Provisional Service Charge
during that period, the Tenant shall pay the excess to the
Landlord within 14 days of written demand; and

(b)     is less than the amount paid as Provisional Service Charge
during that period, the Landlord shall credit the excess
to the Tenant against the next quarterly payment of
Provisional Service Charge or repay the excess in respect
of the last year of the Term.

(5)     If the Landlord fails to include in any account for a Financial
Year a sum expended or liability incurred in that year the
Landlord may include such sum or the amount of such liability in
an account for any subsequent Financial Year.

(6)     All sums payable under this clause shall be reserved as rent.

(7)     In this clause:

        "Accounting Date" means 31st December or any other date that the
Landlord may nominate;

        "Financial Year" means a year ending on an Accounting Date;

        "Gross Expenses" means all the expenses incurred by the Landlord
in connection with the Estate including, without limitation, the
matters referred to in Schedule 7;

        "Gross Internal Area" has the meaning ascribed to that
expression in the Code of Measuring Practice published by the
Royal Institution of Chartered Surveyors and the Incorporated
Society of Valuers and Auctioneers (4th Edition);

        "Income" means:

(a)     any insurance money received under an insurance policy
which the Landlord was obliged to effect under this Lease
where the Landlord has incurred expenses in making good
the insured loss itself; and

(b)     any money received from any person (other than the service
charge paid by the tenants in the Estate) who was liable
to contribute to the cost of compliance with the
Landlord's obligations under this Lease where the Landlord
has itself incurred the expense towards which that person
contributed;

"Net Expenses" means the amount by which Gross Expenses exceeds
Income;

"Provisional Service Charge" means:

(a)     in respect of the period from the [                      ] to
the Accounting Date next following the date of this Lease
the annual sum of L10,620; and

(b)     in respect of each subsequent Financial Year, the sum
fixed from time to time by the Landlord or its agents
acting reasonably (who may be the managing agents for the
Estate) as being a reasonable estimate of the Tenant's
Share of the Net Expenses for the relevant Financial Year;

"Tenant's Share" means the same proportion of the Net Expenses
as the Gross Internal Area of the Property from time to time
bears to the Gross Internal Area of the Lettable Areas at such
time provided always that if the Landlord shall consider that
having regard to the nature and degree of use by the Tenant or
other tenants on the Estate of the facilities covered by the
Gross Expenses or any other factors which the Landlord may
reasonably consider relevant some other proportion ought
properly to be payable by the Tenant the Landlord may substitute
such other percentage as it shall consider reasonable either
with regard to all or any items making up the Net Expenses
provided that the proportion of the Net Expenses payable by the
Tenant shall not be increased by reason solely or in part of any
Lettable Areas being vacant or unlet.


6.      TENANT'S COVENANTS

(1)     Introduction
The Tenant covenants with the Landlord to comply with its
obligations set out in this clause and in clauses 5, 8 and 9.

(2)     Rent
The Tenant shall:

(a)     pay the yearly rent to the Landlord at the times and in
the manner referred to in clause 4 without any deduction;
and

(b)     not exercise or seek to exercise any right or claim to
withhold rent or any right or claim to legal or equitable
set-off.

(3)     Outgoings
The Tenant shall:

(a)     pay all present and future Outgoings assessed, charged or
imposed on, or payable in respect of the Property or the
Car Spaces or assessed, charged or imposed on, or payable
by the owner or occupier of the Property or the Car
Spaces;

(b)     pay the proportion properly attributable to the Property
or the Car Spaces of all Outgoings assessed, charged or
imposed on or payable in respect of the Property and other
properties or the Car Spaces and other car spaces or
assessed, charged or imposed on or payable by the owner or
occupier of the Property and other properties or the Car
Spaces and other car spaces;

(c)     pay all charges for the supply to and consumption at the
Property of water, gas and electricity and all charges for
telecommunications (including equipment rents) and observe
and perform all regulations of the supply authorities;

(d)     where such charges as are referred to in paragraph (c) are
made in relation to the Property and other properties or
upon the owner or occupier of the Property and other
properties, pay the suppliers and indemnify the Landlord
against the proportion of those charges properly
attributable to the Property or its owner or occupier; and

(e)     if the Landlord loses rating relief because it has been
allowed to the Tenant or any other person deriving title
under the Tenant during the Term, make good that loss to
the Landlord.

Provided that the Tenant shall not be obliged to pay such sums
referred to above to the extent that the same have been
recovered by the Landlord under Clause 5.

In this sub-clause "Outgoings" means rates, taxes, duties,
charges, assessments, impositions and outgoings whether
parliamentary, parochial, local or of any other description and
whether of the nature of capital or revenue and even though of a
wholly novel character and the proportion referred to in
paragraphs (b) and (d) shall be determined by the Landlord
acting reasonably and shall be conclusive save as to questions
of law and save in cases of manifest error.

(4)     Repair
The Tenant shall:

(a)     put and keep the Property in good repair and condition,
but shall not be obliged to repair damage caused by an
Insured Risk save where:

          (i)     the damage is not insured because of an exclusion,
          limitation or excess imposed by the insurers; or

          (ii)    and to the extent that the insurance monies are
          irrecoverable in whole or in part because of the
          act, default or omission of the Tenant, any person
          deriving title under the Tenant or anyone at the
          Property with the express or implied authority of
          any of them;

(b)     replace all the Landlord's fixtures and fittings in the
Property which become beyond repair during the Term with
those of no lesser quality;

(c)     keep all windows and other glass in the Property (both
inside and outside) clean, cleaning them at least once a
month and more frequently where necessary;

(d)     keep any open area within the Property adequately surfaced
(where appropriate) in good condition, properly cultivated
(where landscaped) and free from weeds;

(e)     enter into and maintain throughout the Term fully
comprehensive maintenance contracts in respect of all
plant, equipment and machinery forming part of the
Property with a reputable company or companies and produce
the contracts to the Landlord on demand with evidence that
any payments due under them are paid up to date;

(f)     ensure that the electrical circuits within the Property
comply with the then current regulations of the Institute
of Electrical Engineers or other amended standards or
recommended current codes of practice (save that this
shall not obligate the Tenant to upgrade the existing
circuits within the Property save where it is unlawful not
to do so); and

(g)     notify the Landlord of all defects in the Property which
are relevant defects for the purpose of section 4 of the
Defective Premises Act 1972.

(5)     Redecoration
The Tenant shall redecorate the exterior of the Property in
every third year and in the last year of the Term and the
interior of the Property in every fifth year and in the last
year of the Term in colours and patterns which, in the case of
external decorations, shall be first approved by the Landlord at
all times during the Term and, in the case of internal
decorations, shall be first approved by the Landlord in the last
year of the Term.  The Tenant shall also have all parts of the
Property requiring treatment for their preservation and
protection treated in accordance with the best approved manner
for preserving and protecting them.  All works under this sub-
clause shall be carried out in a good and workmanlike manner and
with suitable, good quality materials.

In this sub-clause the "last year of the Term" means the period
of 12 months ending at the End of the Term and all approvals
shall not be unreasonably withheld or delayed by the Landlord.

(6)     Entry by the Landlord
The Tenant shall:

(a)     permit the Landlord to enter the Property to examine its
condition and take inventories;

(b)     permit the Landlord to enter the Property to exercise any
of the rights reserved to the Landlord by this Lease and
for any other reasonable purpose connected with the
management of the Estate subject to the Landlord making
good to the Tenant all damage to the Property but not
being obliged to compensate the Tenant for any loss
suffered by the Tenant or for any nuisance, annoyance,
inconvenience, noise or vibration;

(c)     permit the Landlord and any person acting as valuer under
clause 4 to enter the Property and inspect and measure the
Property for all purposes connected with insurance of the
Property, any action under the Landlord and Tenant Act
1954 Part II, or the implementation of clause 4; and

(d)     furnish all information relevant for those purposes as the
Landlord or anyone having a right of entry under this sub-
clause may reasonably request.

Except in case of emergency the Landlord shall give the Tenant
reasonable prior written notice before exercising the right of
entry and shall comply with the Tenant's reasonable security and
confidentiality requirements.  After notice or in case of
emergency the Landlord may break into the Property.  Such rights
shall be exercised in a reasonable manner and in such a way so
far as reasonably practicable as not to prevent the Tenant's
beneficial user and enjoyment of the Property and to use
reasonable endeavours not to damage or interfere with any
equipment or machinery or data transmission and storage
facilities in the Property and shall make good any damage
caused.

(7)     Remedy breaches
The Tenant shall remedy all breaches of covenant notified by the
Landlord to the Tenant which the Tenant is liable to remedy
under this Lease as soon as possible and in any event within
three months or sooner if appropriate after service of the
notice.  If the Tenant fails to do so the Landlord may enter the
Property and remedy the breach and such entry shall be subject
to the same conditions as referred to in clause 6(6).  All costs
and expenses incurred by the Landlord shall be paid by the
Tenant within 14 days of written demand.

(8)     Alterations
Subject to the rights granted to the Tenant in Schedule 2 to
this Lease the Tenant shall:

(a)     not make any alteration or addition to the Property (other
than the erection, alteration or removal of internal, non
structural, demountable partitioning) save as permitted by
paragraph (b);

(b)     not make any non-structural alteration to the Property
(other than as mentioned in paragraph (a)) nor make any
openings in or remove or subsequently rebuild the dividing
wall between the Property and Unit 9 without the prior
consent of the Landlord which shall not be unreasonably
withheld or delayed; and

(c)     before the End of the Term if required to do so by the
Landlord but not otherwise, remove any alteration or
addition (including any made before the beginning of the
Term) and make good all damage caused by the removal.

In this sub-clause a non-structural alteration is one which does
not affect the roof, foundations or exterior of the Property or
any load-bearing part of it.

(9)     Signs
The Tenant shall:

(a)     not display on the Property any signs visible from outside
the Property except those which in the Landlord's opinion
are reasonably necessary in connection with the business
carried on at the Property and which are in a form
approved by the Landlord and are affixed in positions
approved by the Landlord (such approvals not to be
unreasonably withheld or delayed);

(b)     at the End of the Term remove all signs (including any
erected before the beginning of the Term) and make good
all damage caused by their removal; and

(c)     not affix to the Property any external radio, television
or other aerial or satellite dish or any pole, mast, flag
or wire save with the prior written consent of the
Landlord such consent not to be unreasonably withheld or
delayed and in making such decision the Landlord shall
have due regard to the Tenant's use of the Property.

In this sub-clause "signs" includes signs, hoardings, posters,
placards, advertisements, letters, bills and inscriptions.

(10)    Use
The Property shall not be used for any purpose other than a use
within Class B1, Class B2 or Class B8 of the schedule to the
Town and Country Planning (Use Classes) Order 1987 as that Order
is in force at the date of this Lease.

(11)    Use obligations
The Tenant shall:

(a)     use any open area within the Property only for the purpose
for which it is designed and not keep any caravan or
temporary building on it;

(b)     not leave the Property unoccupied for more than a month
without notifying the Landlord and providing the security
arrangements reasonably required by the Landlord and its
insurers;

(c)     not do anything on the Property which may become a
nuisance or damage to the Landlord or any nearby owner or
occupier;

(d)     not allow to pass into the Conduits serving the Property
anything that may obstruct them or cause damage, danger or
pollution or anything poisonous or radioactive;

(e)     not bring onto or keep in the Property anything dangerous,
inflammable, explosive, or noxious save for materials
ordinarily and properly used in connection with
alternative power generation provided that such materials
are safely stored and are otherwise in accordance with all
statutory requirements and the reasonable requirements of
insurers;

(f)     not use the Property for any illegal purpose or for any
dangerous, noxious, or noisy occupation;

(g)     not use the Property for the holding of public meetings or
auction sales or as a residence or sleep at the Property
or keep any animal on it;

(h)     not overload the Property or its Conduits;

(i)     remove all refuse on a reasonably frequent basis but no
less than once a week and keep the Property clean, tidy
and in good order;

(j)     not obstruct any road or footpath on the Estate and not do
anything as a result of which reasonable use of the Common
Parts by others may be impeded; and

(k)     not park vehicles on or load or unload goods onto or from
vehicles save in those parts of the Property or the Common
Parts designated by the Landlord for that purpose.

(12)    Statutory requirements
The Tenant shall comply with every enactment and with the
requirements and recommendations of every authority relating to
or affecting the Property or its use or the employment of anyone
at the Property or any equipment or chattels in the Property and
whether applicable to the owner, landlord, tenant or occupier of
the Property save that this obligation shall not include
responsibility for compliance with anything relating to
remediation of any contamination affecting the Property which
was caused before the date hereof.

In this sub-clause "authority" includes every government
department, local or other authority and court of competent
jurisdiction.

(13)    Notices
The Tenant shall:

(a)     give the Landlord a copy of every notice or order or any
proposal for a notice or order issued to the Tenant, its
sub-tenants or any occupier of the Property or left at the
Property relating to the Property or the Tenant's its sub-
tenants or any occupiers use thereof within five Business
Days of its service;

(b)     (if it is the Tenant's responsibility to so comply in
accordance with the terms of this Lease) take all steps
necessary to comply with every notice or order without
delay; and

(c)     at the request and cost of the Landlord make or join with
the Landlord in making such objections or representations
in respect of the notice, order or proposal as the
Landlord shall reasonably require.

(14)    Fire authority requirements
The Tenant shall comply with all requirements and
recommendations of the appropriate authority and the Landlord's
insurers and all reasonable requirements of the Landlord as to
means of escape from the Property in case of fire or other
emergency and as to the provision and maintenance of fire
detection equipment, fire alarm equipment and fire fighting
equipment.

(15)    Planning Acts
The Tenant shall:

(a)     comply with the Planning Acts in relation to the Property,
any operations carried out at the Property and its use and
not commit any breach of planning control (as defined in
the Planning Acts);

(b)     obtain from the local planning authority planning
permission for the carrying out of any operation on the
Property or the institution or continuance of any use
which may constitute development within the meaning of the
Planning Acts;

(c)     not make any application for planning permission without
the Landlord's prior consent (which shall not be
unreasonably withheld or delayed) to the making of the
application, indemnify the Landlord against all charges
payable in respect of the application and repay to the
Landlord all reasonable and proper professional fees and
expenses properly incurred by the Landlord in connection
with the application;

(d)     forthwith after the grant or refusal of any application
give the Landlord a copy of the permission or the refusal;

(e)     not make any alteration or addition to or change of use of
the Property (being an alteration or addition or change of
use which is prohibited by or for which the consent of the
Landlord must be obtained under this Lease and for which a
planning permission must be obtained) before planning
permission for it has been produced to the Landlord and
acknowledged by the Landlord as satisfactory to it but so
that the Landlord may refuse to express satisfaction with
the planning permission on the grounds that anything
contained in it or omitted from it in the reasonable
opinion of the Landlord would be or be likely to be
materially prejudicial to the Landlord's interest in the
Property during the Term or after the End of the Term such
acknowledgement from the Landlord shall not be
unreasonably delayed;

(f)     pay any charge imposed under the Planning Acts in respect
of the carrying out of any operation or the institution or
continuance of any use;

(g)     unless the Landlord directs otherwise, carry out before
the End of the Term all works required to be carried out
as a condition of any planning permission which may have
been granted and implemented during the Term whether or
not the date by which the planning permission requires
those works to be carried out falls within the Term;

(h)     pay to the Landlord within 14 days of written demand a
fair and reasonable proportion of any compensation
received by the Tenant because of a restriction on the use
of the Property under the Planning Acts, any dispute as to
the proportion to be referred to arbitration;

(i)     produce to the Landlord all drawings, documents and other
evidence reasonably required by the Landlord to satisfy
itself that this sub-clause has been complied with;

(j)     not implement any planning permission without providing
reasonable security if reasonably required for compliance
with the conditions imposed by that permission;

(k)     not serve any purchase notice under the Planning Acts
requiring any authority to purchase the Tenant's interest
in the Property without first offering to surrender this
Lease at the price which might reasonably be expected to
be obtained from the authority under the purchase notice,
any dispute as to the amount of the price to be referred
to arbitration;

(l)     not to make any objection or adverse representation in
respect of any planning application made by or with the
consent of the Landlord:

          (i)     within 12 months before the date specified in clause
          15 of this Lease if the Tenant has served the notice
          referred to in that clause; or

          (ii)    within 12 months before the End of the Term unless
          the Tenant has exercised its rights to take a new
          lease under the provisions of the Landlord and
          Tenant Act 1954;

and in either case this clause shall not prevent the
Tenant making such objections if it is entitled to do so
under a lease of another Unit on the Estate.

(16)    Obstruction
The Tenant shall not:

(a)     stop up, darken or obstruct any window or opening
belonging to the Property save as part of the Tenant's
usual security measures; or

(b)     give to any third party any acknowledgement that the
Tenant enjoys the access of light or air to any of the
windows or openings in the Property by the consent of a
third party; or

(c)     pay to any third party any sum of money or enter into any
agreement with any third party for the purpose of inducing
or binding him to abstain from obstructing the access of
light or air to any windows or openings.

(17)    Obstruction proceedings
If any of the owners or occupiers of nearby land or buildings do
or threaten to do anything which obstructs the access of light
or air to any of the windows or openings in the Property the
Tenant shall:

(a)     notify the same forthwith to the Landlord; and

(b)     permit and afford all reasonable assistance to the
Landlord to bring proceedings in the name of the Tenant
and at the joint cost of the Landlord and Tenant against
any of the owners or occupiers of the nearby land or
buildings in respect of the obstruction.

(18)    Acquisition of rights
The Tenant shall not allow any easement to be acquired over the
Property.  If any such easement is acquired or attempted to be
acquired, the Tenant shall give immediate notice of it to the
Landlord and at the request of the Landlord but at the cost of
the Tenant adopt the course reasonably required by the Landlord
for preventing the acquisition of the easement.

(19)    Party Matters
        The Tenant shall pay a fair proportion of all costs and expenses
payable in respect of repairing, lighting, cleansing and
maintaining anything used in common by the Property and any
other property to the extent that those costs and expenses are
not recovered under clause 5.  The proportion shall be
determined by the Landlord and shall be conclusive save as to
questions of law and save in the case of manifest error.

(20)    New Guarantor
If a guarantor's event of default occurs, the Tenant shall give
notice to the Landlord of the event within ten Business Days of
its occurrence.  If the Landlord serves notice on the Tenant
under this sub-clause within thirty Business Days of service of
the Tenant's notice, the Tenant shall procure that guarantors
reasonably acceptable to the Landlord shall covenant by deed
with the Landlord in the form set out in Schedule 5.

In this sub-clause a guarantor's event of default is any of the
following:

(a)     in the case of a Guarantor who is an individual:

          (i)     the death of the individual;

          (ii)    the individual being regarded as a patient under the
          Mental Health Act 1983 section 94;

          (iii)   an application being made for an interim order in
          respect of the individual or an interim order being
          made under the Act;

          (iv)    the making by the individual of a proposal for a
          voluntary arrangement;

          (v)     a petition being presented for a bankruptcy order to
          be made against the individual or a bankruptcy order
          being made;

(b)     in the case of a Guarantor which is a company:

          (i)     a proposal being made to the company and to its
          creditors for a voluntary arrangement;

          (ii)    a petition being presented for an administration
          order in respect of the company or an administration
          order being made;

          (iii)   the company having an administrative or other
          receiver or a manager appointed of the whole or any
          part of its property;

          (iv)    the company passing a resolution for winding up or a
          petition being presented for the winding up of the
          company or a winding up being made or the company
          being dissolved other than (in any such case) a
          voluntary winding up of a solvent company for the
          purposes of amalgamation or reconstruction;

          (v)     the company, having been registered as an unlimited
          company, being re-registered as a limited company
          without the previous consent of the Landlord;

(c)     in the case of a Guarantor who is an individual or which
is a company:

          (i)     the individual or the company entering into any kind
          of composition, scheme of arrangement, compromise or
          arrangement for the benefit of creditors or any
          class of creditors or permitting or suffering any
          distress or execution to be levied on his goods at
          the Property which remains unsatisfied for more than
          21 days;

          (ii)    there occurring in relation to the individual or the
          company in any country or territory in which he
          carries on business or to the jurisdiction of whose
          courts he or any of his property is subject any
          event which corresponds in that country or territory
          with any of those mentioned in paragraphs (a)(iii)
          to (v) or (b) above or the individual or the company
          otherwise becoming subject in any such country or
          territory to any law relating to insolvency,
          bankruptcy or winding up.

(21)    Costs
The Tenant shall pay the reasonable and proper costs and
expenses incurred by the Landlord:

(a)     in or in contemplation of any proceedings relating to the
Property under the Law of Property Act 1925 sections 146
and 147, or the Leasehold Property (Repairs) Act 1938, the
preparation and service of any notice under those sections
or the taking of steps subsequent to such notice
notwithstanding that forfeiture is avoided otherwise than
by relief granted by the Court;

(b)     in the preparation and service of any notice to repair or
any schedule of dilapidations at any time during the Term
or after the End of the Term;

(c)     in connection with the recovery of arrears of Rent or
other sums due to the Landlord under this Lease including
the levy or attempted levy of any distress; and

(d)     in respect of any application for consent required by this
Lease whether or not the consent is granted (including any
inspection of works authorised by the consent and of any
re-instatement of those works).

Where the Landlord could recover the cost of services or advice
under the first part of this sub-clause if they were undertaken
by a third party but those services or that advice are provided
by the Landlord or by a company which is a member of the same
group as the Landlord (within the meaning of section 42 of the
Landlord and Tenant Act 1954), the Tenant shall pay to the
Landlord or to that company a reasonable sum (plus VAT if
payable) for such services or advice but not more than the
amount payable by the Tenant if those services or that advice
had been provided by a third party

(22)    Indemnity
The Tenant shall:

(a)     pay and make good to the Landlord every loss and damage
incurred or sustained by the Landlord as a consequence of
every breach or non-observance of the Tenant's covenants
contained in this Lease and shall indemnify the Landlord
against all actions, claims, liabilities, costs and
expenses arising by reason of the breach; and

(b)     indemnify and keep the Landlord indemnified from liability
in respect of all loss, damage, actions, proceedings,
claims, demands, costs, damages and expenses in respect of
any injury to or the death of any person or damage to any
property or in respect of the infringement, disturbance or
destruction of any right by reason of or arising in any
way directly or indirectly out of:

          (i)     the state of repair or condition of the Property;

          (ii)    the act, omission or default of the Tenant, any
          person deriving title under the Tenant or any person
          at the Property with the express or implied
          authority of any of them;

          (iii)   the construction or existence of any additions or
          alterations to the Property;

          (iv)    the use of the Property;

          (v)     anything now or in the future attached to or on the
          Property;

          (vi)    the use of vehicles on the Property;

          (vii)   the omission of the Tenant to give written notice to
          the Landlord of any defects or items requiring
          repair of which the Tenant is aware or ought
          reasonably to be aware; and

          (viii)  any breach by the Tenant or by any person
          deriving title under the Tenant of any covenant by
          the Tenant or any condition contained in this Lease.

          Provided that the Tenant shall not be obliged to indemnify
          the Landlord in respect of such matters to the extent that
          such damage arises out of the Landlord's wilful misconduct
          or negligence.

(23)    Notices for sale and re-letting
The Tenant shall:

(a)     permit (at a suitable location which does not materially
interfere with or obstruct the access of light to the
Property) the Landlord during the six months before the
End of the Term to affix to the Property a notice (of a
suitable size and nature) for re-letting it;

(b)     permit (at a suitable location which does not materially
interfere with or obstruct the access of light to the
Property) the Landlord at any time during the Term to
affix to the Property a notice (of a suitable size and
nature) for dealing with the Landlord's interest in the
Property; and

(c)     permit all persons with written authority from the
Landlord or the Landlord's agent to view the Property upon
the Landlord giving at least 24 hours prior written notice
and subject to such person complying with the Tenant's
reasonable security and confidentiality requirements.

(24)    Regulations
The Tenant shall observe all reasonable regulations made by the
Landlord for the proper management of the Estate.

(25)    Car Spaces
The Tenant shall:

(a)     not use the Car Spaces otherwise than for the purpose of
the parking of one private motor car in each Car Space and
not to keep anything else in the Parking Area including,
without limitation, plant, equipment, materials,
containers of any description or any skip or other
receptacle for refuse or any caravan or temporary
building;

(b)     not without the express permission of the Landlord carry
out any repairs to any vehicle whilst it is in the Parking
Area and if permission is granted ensure that any repairs
are carried out in such manner as not to cause any
nuisance, annoyance, inconvenience or disturbance to the
Landlord or any tenant or occupier of the Estate or other
user of the Parking Area;

(c)     keep the Car Spaces and the surrounding area clean, tidy
and free from deposits of oil or grease;

(d)     not cause any obstruction in the Parking Area;

(e)     take all reasonable and proper precautions against fire
occurring in any vehicle using the Car Spaces;

(f)     not do anything in the Parking Area which causes nuisance,
annoyance, inconvenience or disturbance to the Landlord or
any tenant or occupier of the Estate or other user of the
Parking Area.

(26)    Freehold covenants
The Tenant shall observe and perform the covenants contained in
or referred to in the documents specified in Schedule 4 so far
as they relate to the Property and are still subsisting and
capable of taking effect and shall indemnify and keep
indemnified the Landlord from and against any non-observance or
non-performance of the same.

(27)    Yield up
The Tenant shall:

(a)     yield up the Property (except tenant's or trade fixtures
including those of the type listed on annexed schedule) to
the Landlord at the End of the Term with vacant possession
with an internal dividing wall between the Property and
the adjacent Unit numbered 9 constructed to the Landlord's
reasonable satisfaction and in accordance with the
specification of such wall contained in the Rent Review
Specification and otherwise in accordance with the
Tenant's covenants contained in this Lease; and

(b)     make good to the satisfaction of the Landlord all damage
occasioned by the removal of any tenant's or trade
fixtures.

(28)    Release of Landlord

If the Landlord or any former landlord applies for release of a
covenant under section 8 of the Landlord and Tenant (Covenants)
Act 1995:

(a)     the Tenant shall not object unreasonably to the release of
the Landlord or the former landlord; and

(b)     if, following such an application, the Tenant serves
notice objecting to the release, but the Court makes a
declaration that it is reasonable for the covenant to be
released, the Tenant shall indemnify the Landlord and any
former landlord against all loss, damage, costs and
expenses incurred or sustained by any of them as a result
of the objection of the Tenant.


7.      LANDLORD'S COVENANTS

(1)     Introduction
The Landlord covenants with the Tenant to comply with its
obligations set out in this clause and in clauses 5 and 9.

(2)     Quiet enjoyment
For so long as the Tenant pays the Rent and performs and
observes the covenants by the Tenant and the conditions
contained in this Lease the Tenant may peaceably and quietly
hold and enjoy the Property during the Term without any lawful
interruption by the Landlord or any person claiming under or in
trust for the Landlord.

(3)     Services
The Landlord shall use all reasonable endeavours to:

(a)     maintain in good working order and repair all Conduits in,
under or upon the Estate which serve the Property (other
than those which exclusively serve the Property); and

(b)     keep the surfaces of the Common Parts in good repair and
cleaned at regular intervals and reasonably well lit.

The Landlord will not be liable to the Tenant for any breach of
these obligations unless the Tenant has given the Landlord
notice of the breach and the Landlord is aware or should
reasonably be aware of the breach and has failed to remedy the
breach within a reasonable time of service of the notice.


8.      ALIENATION

(1)     Restrictions on alienation
The Tenant shall not:

(a)     save to the extent permitted by the following sub-clauses
of this clause, part with possession of the whole or any
part of the Property or part with or share occupation of
the whole or any part of the Property or permit occupation
by a licensee of the whole or any part of the Property or
hold on any trust the whole or any part of the Property;
nor

(b)     if it is an unlimited company, incorporate itself as a
limited company without the prior consent of the Landlord
(such consent not to be unreasonably withheld or delayed).

(2)     Assignment
The Tenant shall not:

(a)     assign part of the Property; nor

(b)     assign the whole of the Property without the prior consent
of the Landlord which, subject to sub-clauses (3) and (4),
shall not be unreasonably withheld or delayed.

(3)     Agreement as to circumstances
The Landlord and the Tenant agree that the Landlord may withhold
its consent to an assignment if any one or more of the following
circumstances (which are specified for the purposes of section
19(1A) of the Landlord and Tenant Act 1927) exist and it shall
not be regarded as unreasonably withholding its consent if it
does so:

(a)     any rent payable pursuant to clause 4(1) of this Lease
agreed service charge, insurance and VAT on such sums
payable in accordance with this Lease  due from the Tenant
under this Lease is unpaid;

(b)     the Landlord reasonably determines that the proposed
assignee is not a person who is likely to be able both to
comply with the tenant's covenants in this Lease and to
continue to be such a person following the assignment;

(c)     the proposed assignee or any proposed guarantor for it
(other than any guarantor under an authorised guarantee
agreement) has the benefit of state or diplomatic immunity
or the Landlord determines that it is likely to acquire
that immunity;

(d)     the proposed assignee is a company which is a member of
the same group (within the meaning of section 42 of the
Landlord and Tenant Act 1954) as the Tenant; and

(e)     the proposed assignee or any proposed guarantor for it
(other than any guarantor under an authorised guarantee
agreement) is a corporation registered in or an individual
resident in a jurisdiction in which a judgement obtained
in the courts of England and Wales will not necessarily be
enforced without any re-examination of the merits of the
case.

(4)     Agreement as to conditions
        The Landlord and the Tenant agree that the Landlord may grant
consent to an assignment subject to any one or more of the
following conditions (which are specified for the purposes of
section 19(1A) of the Landlord and Tenant Act 1927) and it shall
not be regarded as giving consent subject to unreasonable
conditions if it does so:

(a)     that before the assignment the Tenant enters into and
unconditionally delivers to the Landlord an authorised
guarantee agreement, such agreement to be a deed and to
contain the provisions in Schedule 6 or at the Landlord's
absolute discretion) such other provisions as the Landlord
shall reasonably prescribe and (in either case) such
ancillary provisions as the Landlord shall reasonably
prescribe;

(b)     that before the assignment any person (other than a former
Tenant) who at the time of the application for the consent
is guaranteeing the obligations and liabilities under this
Lease of the Tenant covenants by deed with the Landlord
that the Tenant shall perform its obligations under the
authorised guarantee agreement required under paragraph
(a), the deed to contain provisions equivalent to those
contained in paragraphs 1 to 4 and 9 of Schedule 5 and an
obligation on the part of the covenantor (in the event of
default on the part of the Tenant) to perform any
obligation entered into by the Tenant in the authorised
guarantee agreement to take up a new lease, and otherwise
to be in such form as the Landlord reasonably requires;

(c)     that before the assignment, if the Landlord determines it
to be necessary, one or more guarantors acceptable to the
Landlord, acting reasonably, covenant by deed with the
Landlord in the form set out in Schedule 5 (with
"assignee" substituted for "Tenant" in paragraphs 1 to 9
inclusive and with such other provisions as the Landlord
reasonably requires) in respect of the period during which
the assignee is bound by the tenant's covenants and the
conditions in this Lease;

(d)     that all rent payable pursuant to clause 4(1) of this
Lease agreed service charge, insurance and VAT on such
sums payable in accordance with this Lease due from the
Tenant under this Lease as at the date of the assignment
has been paid;

(e)     that the assignment is completed and registered with the
Landlord in accordance with sub-clause (14) within three
months of the date of the consent and that if it is not,
the consent shall be void but any of the guarantees
referred to in paragraphs (a) to (c) shall nevertheless
remain in full force and effect.

(f)     that before the assignment of this Lease to an assignee
who is not also taking an assignment of the adjacent Unit
numbered 9 the Tenant has constructed to the Landlord's
reasonable specification and satisfaction an internal
dividing wall between the Property and the adjacent Unit
numbered 9.

(5)     Further agreement
The Landlord and the Tenant agree that:

(a)     the Landlord may withhold consent to an assignment in
circumstances which are not referred to in sub-clause (3)
if it is reasonable to do so and may grant consent subject
to conditions which are not specified in sub-clause (4) if
the conditions are reasonable; and

(b)     any power on the part of the Landlord to determine any
matter for the purposes of sub-clauses (3) or (4) shall be
exercised reasonably.

(6)     Underletting
        The Tenant shall not:

(a)     underlet part only of the Property;

(b)     underlet the whole of the Property:

          (i)     without complying with the provisions of sub-clauses
          (7) to (11); and

          (ii)    without the prior consent of the Landlord, which
          shall not be unreasonably withheld or delayed.

(7)     Underletting Conditions
Not to underlet the whole of the Property without producing to
the Landlord:

(a)     an order of the Court under section 38(4) of the Landlord
and Tenant Act 1954 authorising the inclusion in the
intended underlease of an agreement excluding sections 24
to 28 of that Act; and

(b)     a written undertaking by the Tenant not to release the
intended undertenant from or otherwise waive or modify the
agreement authorised by the order

and without including the agreement in the intended underlease.

(8)     Covenants on underletting
        The Tenant shall procure that any intended undertenant covenants
by deed with the Landlord:

(a)     to pay the rent to be reserved by and the other sums to be
payable under the underlease and to perform and observe,
the tenant's covenants and the conditions to be contained
in the underlease throughout the period during which the
undertenant is bound by the tenant's covenants and
conditions in the underlease;

(b)     without prejudice to paragraph (a), not to assign the
underlet property without:

          (i)     first obtaining a deed of covenant from the intended
          assignee in favour of the Landlord in the same form
          (with the necessary changes) as the deed referred to
          in this sub-clause, including (without limitation)
          the covenants in this paragraph (b); and

          (ii)    if the Landlord reasonably requires, first obtaining
          a deed from one or more guarantors acceptable to the
          Landlord, acting reasonably, in favour of the
          Landlord guaranteeing the due and punctual payment
          and performance of all the obligations and
          liabilities of the intended assignee under the deed
          referred to in sub-paragraph (i), the deed to
          contain provisions equivalent to those contained in
          paragraphs 1 to 4 and 9 of Schedule 5 and otherwise
          to be in such form as the Landlord reasonably
          requires.

(9)     Guarantee on underletting
        If the Landlord reasonably requires, the Tenant shall procure
that, before the underlease is granted, one or more guarantors
acceptable to the Landlord, acting reasonably, guarantee (by way
of deed) to the Landlord, in respect of the period during which
the undertenant is bound by the tenant's covenants and the
conditions in the underlease, the due and punctual payment and
performance of all the obligations and liabilities of the
intended undertenant, the guarantee to contain provisions
equivalent to those contained in paragraphs 1 to 4 and 9  of
Schedule 5 and otherwise to be in such form as the Landlord
reasonably requires.

(10)    Form of underlease
The Tenant shall procure that every underlease shall:

(a)     contain the same tenant's covenants and other terms and
conditions as are contained in this Lease subject only to:

          (i)     such amendments as may be provided for in paragraphs
          (b) to (d); and

          (ii)    such amendments as may reasonably be required by the
          Tenant, having regard only to the duration of the
          proposed underlease, and as may be approved by the
          Landlord, such approval not to be unreasonably
          withheld;

(b)     not permit any assignment, underlease or other dealing or
disposal of the Property which is prohibited by the terms
of this Lease and prohibit any further underletting of the
whole or any part of the Property;

(c)     provide that where the underlease requires the undertenant
to obtain the landlord's consent, the undertenant shall be
required to obtain also the consent of the Landlord (such
consent not to be unreasonably withheld or delayed);

(d)     contain provisions that require a review of the rent
payable under the underlease to open market rent in
accordance with the provisions and at the dates for review
of the rent payable under this Lease, but this paragraph
shall not prohibit an underlease of the Property upon
terms that require review of the rent payable under the
underlease at dates additional to the dates for review of
the rent payable under this Lease;

(11)    Underlease requirements
        The Tenant shall:

(a)     not grant any underlease at a fine or premium;

(b)     not grant any underlease at a rent which at the time of
the grant of the underlease is less than the open market
rent of the Property;

(c)     not vary the terms of any underlease or release the
undertenant from any covenant or condition in the
underlease without the prior consent of the Landlord such
consent not to be unreasonably withheld or delayed and
shall notify the Landlord of any surrender of any
underlease;

(d)     not waive any breach of any of the covenants on the part
of the undertenant and the conditions contained in any
underlease but take all such reasonable steps as are
lawfully available to the Tenant (including re-entry) to
enforce such covenants and conditions;

(e)     procure that the rent reserved by any underlease is
reviewed in accordance with the provisions of the
underlease but not agree any revised rent with the
undertenant without the prior consent of the Landlord
(such consent not to be unreasonably withheld), and if on
any rent review under any underlease the revised rent is
to be determined by an independent third party, procure
that any reasonable representations which the Landlord may
wish to make concerning the revised rent are put forward
to the third party at the same time as the representations
of the Tenant and as though they were representations made
by the Tenant; and

(f)     procure that on any assignment of any underlease the
outgoing undertenant enters into an authorised guarantee
agreement and, where appropriate, guarantors enter into a
contractual guarantee in each case with the landlord under
the underlease in accordance with the provisions of the
underlease.

In paragraphs (c) to (f) of this sub-clause an underlease
includes any lease where, by virtue of the grant of this Lease,
the Tenant under this Lease becomes the holder of the immediate
reversion to that lease.

(12)    Associated companies
        The Tenant may share the occupation of any part of the Property
with a company which is a member of the same group as the Tenant
(within the meaning of section 42 of the Landlord and Tenant Act
1954) for so long as both companies remain members of that group
and provided that:

(a)     no relationship of landlord and tenant is created between
the two companies and no security of tenure is conferred
upon the occupier; and

(b)     within 15 Business Days of the commencement of the sharing
the Tenant gives to the Landlord notice of the company
sharing occupation and the address of its registered
office.

(13)    Charging
        The Tenant shall not

(a)     charge part of the Property; or

(b)     charge the whole of the Property by way of fixed security
without the prior consent of the Landlord, which shall not
be unreasonably withheld.

(14)    Registration of dealings
Within 15 Business Days of every assignment, transfer,
underlease or charge of the Property or the creation or transfer
of any interest derived out of the Term or any devolution of the
interest of the Tenant or any person deriving title under the
Tenant, the Tenant shall produce a certified copy of the
assignment, transfer, underlease or charge or (in the case of a
devolution) the document evidencing or under which the
devolution arises and pay the Landlord a registration fee of a
reasonable amount, being not less than L 25, in respect of each
assignment, transfer, underlease, charge or devolution.


9.      INSURANCE

(1)     Landlord's insurance obligations
Unless the insurance is vitiated by any act, default or omission
of the Tenant, any person deriving title under the Tenant or any
person at the Property with the express or implied authority of
any of them the Landlord shall keep the Property (other than
plate glass and tenant's or trade fixtures) insured with
insurers or underwriters selected by the Landlord in accordance
with the provisions of this clause to the extent to which the
Property is insurable and subject to all exclusions, limitations
and excesses imposed by the insurers.

(2)     Sum and risks insured
The Property shall be insured in a sum not less than its full
reinstatement cost (as determined from time to time by the
Landlord) against loss or damage by the Insured Risks.

(3)     Fees
The insurance shall extend to:

(a)     architects' and other professional fees in relation to the
reinstatement of the Property for a minimum sum of 15% of
the amount insured in respect of the Property;

(b)     the costs of demolition and removal of debris; and

(c)     loss of rent for such period as the Landlord may decide in
an amount which takes into account the Landlord's estimate
of potential increases in rent.

(4)     Production of policy
Whenever reasonably required to do so by the Tenant and at the
Tenant's cost, but not more often than twice a year, the
Landlord shall produce to the Tenant at the Landlord's office a
copy of the insurance policy or other evidence of it and
evidence of payment of the last premium.

(5)     Reinstatement
Subject to sub-clause (13) if the Property is destroyed or
damaged by any of the Insured Risks, then unless the insurance
is vitiated by any act, default or omission of the Tenant, any
person deriving title under the Tenant or any person at the
Property with the express or implied authority of any of them,
the Landlord shall use reasonable endeavours to:

(a)     obtain all consents and permissions necessary for
reinstatement as soon as reasonably possible;

(b)     subject to obtaining those consents and permissions, lay
out as soon as practicable all insurance monies received
by the Landlord (other than for fees and loss of rent) in
reinstating the Property; and

(c)     subject to the Tenant complying with its obligations in
sub-clauses (6)(a)(iii), (7) and(9) make good out of the
Landlord's own monies any deficiency (other than one
arising from an exclusion, limitation or excess imposed by
the insurers).

(6)     Tenant's insurance obligations
(a)     The Tenant shall pay to the Landlord on demand:

          (i)     every premium payable by the Landlord (including any
          part of it which the Landlord is entitled to retain
          by way of commission) for insuring the Property in
          accordance with its obligations in sub-clause (1)
          and for effecting insurance in respect of liability
          to third parties including members of the public and
          such other insurances as the Landlord reasonably
          considers desirable;

          (ii)    where the policy includes the Property and other
          properties, the proportion properly attributable to
          the Property of every premium payable by the
          Landlord (including any part of it which the
          Landlord is entitled to retain by way of commission)
          for insuring the Property and the other properties
          in accordance with its obligations in sub-clause (1)
          and for effecting (in relation to the Property and
          the other properties) the other insurances referred
          to in sub-paragraph (i), the proportion to be
          determined by the Landlord whose determination shall
          be conclusive save as to questions of law and save
          in case of manifest error;

          (iii)   the amount of any excess deducted or deductible by
          the insurers on any claim made by the Landlord; and

          (iv)    all costs and expenses reasonably incurred by the
          Landlord in obtaining a valuation of the Property
          for insurance purposes (provided this is limited to
          one such valuation every two years).

        All sums payable by the Tenant under paragraph (a)(i)
        shall be reserved as rent.

(b)     The Tenant shall insure all plate glass in the Property
against all risks with an insurance company approved by
the Landlord in the joint names of the Landlord and the
Tenant and, on demand, produce a copy of the insurance
policy and evidence of payment of the last premium to the
Landlord.

(7)     Vitiation
The Tenant shall not use the Property or carry on any business
at the Property or do or omit to do at the Property anything
which may make void or voidable any policy for the insurance of
the Property or any nearby property of the Landlord.

(8)     Increased premium
The Tenant shall:

(a)     not without the prior consent of the Landlord use the
Property or carry on any business at the Property or do or
omit to do at the Property anything which may increase the
premium payable for the insurance; and

(b)     if consent is given, repay on demand to the Landlord any
resulting increased insurance premium payable by the
Landlord.

(9)     Irrecoverable reinstatement cost
If the Property is destroyed or damaged by any of the Insured
Risks and the insurance money under any insurance effected by
the Landlord is wholly or partly irrecoverable because of any
act, default or omission of the Tenant, any person deriving
title under the Tenant or any person at the Property with the
express or implied authority of any of them the Tenant shall pay
to the Landlord within 14 days of written demand the whole or
the appropriate proportion of the cost of reinstating the
Property.  Any dispute as to the amount of such proportion shall
be referred to arbitration.

(10)    Notice of damage
If the Property is destroyed or damaged by any of the Insured
Risks the Tenant shall give notice to the Landlord as soon as
the destruction or damage comes to the notice of the Tenant.

(11)    Double insurance
The Tenant shall not effect any insurance relating to the
Property against any of the Insured Risks.  If the Tenant is
entitled to the benefit of any insurance in respect of the
Property, the Tenant shall pay to the Landlord all monies
received by virtue of the insurance to enable the Landlord to
apply them in making good the loss or damage in respect of which
they have been received.

(12)    Cesser of rent
If the Property or any part of it (or the means of access to or
egress from it) is destroyed or damaged by any of the Insured
Risks so as to be unfit for occupation or use the rent or a fair
proportion of it according to the nature and extent of the
damage sustained shall be suspended until the Property (or the
means of access to or egress from it) has been reinstated and
made fit for occupation and use or until the end of three years
from the date of the destruction or damage, whichever first
occurs. Any dispute as to the amount of the proportion shall be
referred to arbitration.  This sub-clause does not apply if and
to the extent that the insurance monies in respect of loss of
rent are wholly or partially irrecoverable solely or partly
because of the act, default or omission of the Tenant or any
person deriving title under the Tenant or any person at the
Property with the express or implied authority of any of them.

(13)    Prevention of reinstatement
The Landlord shall not be obliged to reinstate the Property in
accordance with sub-clause (5) while prevented by a supervening
event.  If the Landlord is unable to commence reinstatement
within twenty four months from the date of destruction or damage
because of a supervening event and the Property or a substantial
part of it is unfit for occupation or use either party may
determine the Term by serving notice on the other party at any
time within six months of the end of the twenty four month
period.  On service of the notice the Term will cease but
without prejudice to any rights that any party may have against
another for breach of any of their respective covenants or the
conditions contained in this Lease and all insurance monies
shall belong to the Landlord.

In this sub-clause a supervening event means any of the
following:

(a)     inability of the Landlord to obtain the consents and
permissions referred to in sub-clause (5) despite using
all reasonable endeavours to do so;

(b)     grant of any of the consents or permissions subject to a
lawful condition with which it would be unreasonable to
expect the Landlord to comply or the Landlord being
requested as a precondition to obtaining any of the
consents or permissions to enter into an agreement with
the planning authority or any other authority containing
conditions with which it would be unreasonable to expect
the Landlord to comply;

(c)     some defect in the site upon which reinstatement is to
take place so that it could not be undertaken or could be
undertaken only at a cost unacceptable to the Landlord
(acting reasonably);

(d)     inability of the Landlord to obtain access to the site to
reinstate;

(e)     prevention of reinstatement by any cause beyond the
control of the Landlord.


10.     RE-ENTRY

(1)     If an Event of Default occurs then notwithstanding the waiver of
any previous right of re-entry the Landlord may re-enter the
Property or any part of it when the Term shall cease but without
prejudice to any rights or remedies which may then have accrued
to any party against another in respect of any antecedent breach
(including the breach in respect of which re-entry is made) of
any of the covenants or obligations contained in this Lease.

(2)     In this clause an Event of Default is any one of the following:

(a)     the Rent or any part of it is in arrear and unpaid for
seven Business Days after becoming payable (whether
formally demanded or not); or

(b)     a breach by the Tenant of any of the covenants by the
Tenant in this Lease; or

(c)     the Tenant (being a company) is deemed unable to pay its
debts under section 123 of the Insolvency Act 1986 or the
Tenant or any Guarantor (being a company) passes a
resolution for winding-up or the directors of any of them
present a petition for winding-up or an order for the
winding-up of the Tenant or any Guarantor is made (other
than (in any such case) a voluntary winding-up of a
solvent company for the purposes of amalgamation or
reconstruction) or the Tenant or any Guarantor is
dissolved; or

(d)     the Tenant (being a company) has an administrative or
other receiver or a manager appointed of the whole or any
part of its property or a petition is presented for an
administration order or an administration order is made in
respect of the Tenant or any Guarantor; or

(e)     the Tenant (being a company) being registered as an
unlimited company is re-registered as a limited company
without the previous consent of the Landlord; or

(f)     the Tenant (being an individual) presents a petition for a
bankruptcy order to be made against him or a bankruptcy
order is made against the Tenant or any Guarantor; or

(g)     in relation to the Tenant (whether an individual or a
company) a proposal is made or the Tenant (whether a
company or an individual) enters into any kind of
composition, scheme of arrangement, compromise or
arrangement for the benefit of creditors or any class of
creditors or permits or suffers any distress or execution
to be levied on his goods; or

(h)     there occurs in relation to the Tenant  in any country or
territory in which any of them carries on business or to
the jurisdiction of whose courts any of them or any of the
property of any of them is subject to any event which
corresponds in that country or territory with any of those
mentioned in paragraphs (c) to (g) above or the Tenant
otherwise becomes subject in any such country or territory
to any law relating to insolvency, bankruptcy or winding
up.


11.     GUARANTEE

The Guarantor covenants with the Landlord in the terms set out
in Schedule 5 in respect of the period during which Exodus
Internet Limited is bound by the Tenant's covenants and
conditions in this Lease and any additional period during which
Exodus Internet Limited is liable under an authorised guarantee
agreement.


12.     VALUE ADDED TAX

(1)     If any VAT is chargeable on any supply made to the Tenant under
the terms of this Lease, the Tenant shall pay by way of
additional consideration the amount of that VAT and the Landlord
shall provide a valid VAT invoice in relation to such VAT to the
Tenant.

(2)     Without limiting sub-clause (1) above, each sum reserved or
payable by the Tenant under the terms of this Lease is exclusive
of VAT (if any) and is accordingly to be construed as a
reference to that sum plus any VAT in respect of it, and where
any sum is reserved as rent, the VAT is also reserved as rent.

(3)     If VAT is chargeable on any supply made by the Landlord to the
Tenant for which a sum is not reserved or payable under the
terms of this Lease, the Tenant shall pay that VAT to the
Landlord against issue of a VAT invoice five Business Days
before the Landlord has to pay the VAT to Customs.

(4)     Where under the terms of this Lease the Tenant is obliged:

(a)     to make any payment to the Landlord or any other person
(including, without limitation, by way of service charge,
indemnity or reimbursement) by reference to any amount
incurred or which will or may be incurred by the Landlord
or any other person; or

(b)     otherwise to pay all or part of the consideration for any
supply made to the Landlord or any other person,

        then without prejudice to sub-clauses (1) to (3) above, the
Tenant shall not be obliged to pay any amount in respect of VAT
to the extent that it is recoverable by the Landlord or any
other person as appropriate.

(5)     For the purposes of sub-clause (3) above, VAT is recoverable by
a person, if that person (or any company treated as a member of
the same VAT Group as that person) is entitled to credit for it
as input tax under sections 25 and 26 VATA 1994.  For the
avoidance of doubt, VAT is not recoverable by a person only
because he could elect to waive exemption, but has not done so.

(6)     Where for the purposes of this Lease it is necessary to
calculate or estimate the cost or value of anything, including
any building, structure, work, item, act or service, the cost or
value shall be calculated or estimated so as to include any VAT
which will or may be incurred in addition.

(7)     This clause shall not affect the generality of clause 6(3)
(Outgoings).

(8)     Where the Tenant pays to the Landlord VAT in respect of any
supply by the Landlord to the Tenant, the Landlord shall issue
the Tenant with a proper VAT invoice in respect of that VAT.

(9)     If the Landlord wishes to make an election to waive the
exemption in respect of the Property under paragraph 2 of
Schedule 10, VATA 1994, the Landlord shall notify the Tenant, no
less than 20 Business Days before the election is to take
effect, of the election and the date on which it is intended to
take effect.

(10)    If for any reason the election referred to in sub-clause (9)
above is validly revoked within three months after coming into
effect, the Landlord shall repay to the Tenant any VAT paid by
the Tenant, five Business Days after receipt by the Landlord
from Customs of acknowledgement of the revocation.


13.     TRUSTEE LIABILITY PROVISION

(1)     Lloyds Bank Plc has entered into this Lease in its capacity as
trustee of Schroder Exempt Property Unit Trust ("SEPUT") and
therefore notwithstanding any other provision contained in this
Lease neither Lloyds Bank Plc nor any successor trustee of SEPUT
shall be obliged to meet any liability or claim hereunder save
to the extent that the same can be met by it out of the Trust
Assets.

(2)     For the purposes of this clause "Trust Assets" means the assets
for the time being held upon the trusts of SEPUT.


14.     GENERAL

(1)     Interest and powers of recovery
If any Rent or other sum payable under this Lease is not paid on
the day falling 7 days after the date on which it is due it
shall bear interest from the date on which it is due until the
date of payment at the Default Interest Rate compounded
quarterly.  Every amount payable under this Lease shall be
reserved as rent and shall be recoverable as rent in arrear.

(2)     Disputes
In relation to disputes:

(a)     any statement in this Lease that any dispute shall be
referred to arbitration means that the dispute shall be
determined by a single arbitrator agreed by the Landlord
and the Tenant and failing agreement by a single
arbitrator appointed by the president or his deputy for
the time being of the Royal Institution of Chartered
Surveyors in accordance with the Arbitration Acts 1950 to
1979 and 1996; and

(b)     any dispute between the Tenant and any tenant or occupier
of any other property owned or leased by the Landlord
about any right in connection with the use of the Property
and the other property or about any boundary structure
separating the Property from the other property shall be
determined by the Landlord acting reasonably.

(3)     Compensation
Subject to the provisions of section 38(2) of the Landlord and
Tenant Act 1954 neither the Tenant nor any person deriving title
under the Tenant shall be entitled on quitting the Property to
any compensation under section 37 of that Act.

(4)     Joint and several liability
Where the Tenant or any Guarantor is more than one person:

(a)     those persons shall be jointly and severally responsible
in respect of every obligation undertaken by them under
this Lease; and

(b)     the Landlord may release or compromise the liability of
any of those persons under this Lease or grant any time or
other indulgence without affecting the liability of any
other of them.

(5)     Whole agreement
This Lease contains the whole agreement between the parties
relating to the transaction contemplated by this Lease and
supersedes all previous agreements between the parties relating
to the transaction.

(6)     Representations
The Tenant acknowledges that in agreeing to enter into this
Lease, the Tenant has not relied on any representation,
warranty, collateral contract or other assurance. The Tenant
waives all rights and remedies which, but for this sub-clause,
might otherwise be available to it in respect of any such
representation, warranty, collateral contract or other
assurance, but nothing in this sub-clause shall limit or exclude
any liability for fraud.

(7)     Rights of entry
All rights of entry exercisable by the Landlord extend to
include (without limitation) its employees, agents, surveyors,
contractors and licensees with or without plant, equipment,
appliances and materials.

(8)     Interpretation of covenants
Any covenant by the Tenant not to do or omit anything shall be
construed as though the covenant was in addition a covenant not
to permit or suffer to be done or omitted that thing.

(9)     Tenant's possessions
If after the Tenant has vacated the Property at the End of the
Term any of the Tenant's possessions remain on the Property and
the Tenant fails to remove them within fifteen Business Days
after being requested to do so by the Landlord then:

(a)     the Landlord may dispose of the possessions as agent for
the Tenant;

(b)     (if disposal is by sale) subject to paragraph (c) the
Landlord shall hold the proceeds of sale after deducting
the costs and expenses of removal, storage and sale
incurred by it to the order of the Tenant;

(c)     if the Tenant fails to claim the proceeds of sale within
sixty Business Days of the date of the sale, the Landlord
may keep them;

(d)     the Tenant indemnifies the Landlord against:

          (i)     any liability incurred by the Landlord to any third
          party whose possessions have been sold by the
          Landlord in the mistaken belief (which shall be
          presumed) that the possessions belonged to the
          Tenant;

          (ii)    any damage caused to the Property by the
          possessions; and

          (iii)   all loss, damage, actions, proceedings, claims,
          demands, costs, damages and expenses properly
          incurred or suffered by or brought or awarded
          against the Landlord as a result of the presence of
          the possessions on the Property after the Tenant has
          left it at the End of Term.

(10)    Other land
Nothing contained in or implied by this Lease shall:

(a)     impose or be deemed to impose any restriction on the use
of any land or buildings not comprised in this Lease; or

(b)     give the Tenant:

          (i)     the benefit of or the right to enforce or to have
          enforced or to prevent the release or modification
          of any covenant, lease, condition or stipulation
          entered into by any purchaser or tenant from the
          Landlord in respect of any property not comprised in
          this Lease; or

          (ii)    the right to prevent or restrict in any way the
          development of any land not comprised in this Lease.

(11)    Severance
To the extent that any provision of this Lease is rendered void
by section 25 of the Landlord and Tenant (Covenants) Act 1995,
that provision shall be severed from the remainder of this Lease
which shall remain in full force and effect.  In this sub-clause
"provision" includes a clause, a sub-clause or a schedule or any
part of any of them.

(12)    Perpetuity Period
The perpetuity period applicable to this Lease is 80 years
beginning on the date of this Lease and whenever in this Lease
either the Landlord or the Tenant is granted a future interest
it must vest within that period and if it has not it will be
void for remoteness.

(13)    Notices in writing
Every notice, consent, approval or direction given under this
Lease shall be in writing.

(14)    Counterparts
This lease may be executed in any number of counterparts, all of
which, taken together, shall constitute one and the same lease
and any party may enter into this lease by executing a
counterpart.


15.     BREAK CLAUSE

(1)     The Tenant may terminate this Lease on
[                         ](the "Termination Date") by giving to
the Landlord not less than one year and one day's prior written
notice, subject to the Tenant:

(1)     paying any arrears of rent payable pursuant to clause
4(1) and VAT thereon on or before the Termination Date;

(2)     giving up vacant possession of the Property by the
Termination Date;

(3)     making the payment specified in clause 15(2).

        In such case the Term shall cease on the Termination Date and no
party shall have any further rights or obligations under this
Lease, but this shall not affect any rights or remedies which
may have accrued at the Termination Date to any party against
the other in respect of any prior breach of any of the covenants
and conditions contained in the lease.

(2)     On the Termination Date the Tenant shall pay the Landlord a sum
calculated in accordance with clause 15(3) and shall hand over
to the Landlord the original Lease and all other title deeds and
documents relating to the Tenant's interest in the Property and
shall execute such documents as the Landlord shall reasonably
require in order to cancel any entry or title at H.M. Land
Registry.


(3)     The Tenant shall pay a sum calculated in accordance with the
following formula:

                                    R x IF2
                                       ----
                                       IF1

where:


           R = the annual rent payable pursuant to clause 4(1)
               of this Lease at the Termination Date or the
               annual rent that would be payable but for any
               cesser or abatement of rent;

Index Figure = the monthly index figure of rental growth
               published by Investment Property Databank Limited
               in relation to industrial properties in Greater
               London or in the event of such publication
               ceasing, such other reasonably comparable index
               nominated by the Landlord;


         IF1 = the Index Figure last published prior to the
               tenth anniversary of the Term Commencement Date;


         IF2 = the greater of (a) the Index Figure last  published
               prior to the Termination Date or (b)  IF1.


16.     NOTICES

(1)     Any notice or other document served under this Lease may be
served in any way in which a notice required or authorised to be
served under section 196 of the Law of Property Act 1925 may be
served.

(2)     During such period that the reversion to this Lease is vested in
the trustee of Schroder Exempt Property Unit Trust no notice
shall be deemed to be validly served on the Landlord unless a
copy of such notice is also served on Schroder Property
Investment Management Limited at 31 Gresham Street, London  EC2V
7QA or such other address as the Landlord shall notify to the
Tenant.


17.     GOVERNING LAW AND JURISDICTION

(1)     This Lease is governed by and shall be construed in accordance
with English law.

(2)     The Tenant and the Guarantor submit to the jurisdiction of the
English courts for all purposes relating to this Lease and
appoint Dibb Lupton Alsop (ref RSS) 125 London Wall  London EC2Y
5AE (or such other person in the UK as the Guarantor and the
Tenant may from time to time nominate by written notice to the
Landlord) as agent of each of them for service of process and so
that each appointment shall be irrevocable until such time as
the Guarantor and the Tenant have given written notice to the
Landlord of an alternative person in the UK to accept service of
process on their behalf

I N  W I T N E S S  of which this Lease has been executed as a deed
and has been delivered on the date which first appears on page 1.

SCHEDULE 1

The Property

Land on the north side of Coronation Road, Park Royal  London NW10
which for the purpose of identification only is shown edged red on the
Plan with the building on it having a Gross Internal Area (as defined
in the Code) of [               ] square feet and known as Unit 8,
Phase 3 Matrix Park, Coronation Road, Park Royal, London, NW10.  In
this Schedule the Code means the fourth edition of the Code of
Measuring Practice published by the Royal Institution of Chartered
Surveyors and the Incorporated Society of Valuers and Auctioneers.



SCHEDULE 2

Rights granted to the Tenant


1.      The right to use the Common Parts for all reasonable and
appropriate purposes connected with the use and enjoyment of the
Property pursuant to this Lease (subject to temporary
interruption for repair and maintenance).

2.      The right to park 26 motor cars in the Car Spaces.

3.      The right to use the Conduits in the Estate which serve the
Property (subject to temporary interruption for repair,
alteration or replacement).

4.      The right of support and protection from the other parts of the
Estate as now enjoyed by the Property.

5.      Subject to obtaining the prior written consent of the Landlord
(such consent not to be unreasonably withheld or delayed but
which consent may be made subject to reasonable requirements and
conditions of the Landlord) the right to lay within the Common
Parts but along routes reasonably specified by the Landlord
additional Conduits to serve the Property.

6.      Subject to the giving of reasonable prior notice to the Landlord
and to compliance with all reasonable requirements of the
Landlord the right to enter the Common Parts in order to
maintain, repair, replace or alter any Conduits now or hereafter
exclusively serving the Property the Tenant causing to others as
little inconvenience and disturbance as practicable and making
good without delay all damage thereby occasioned.


SCHEDULE 3

Rights reserved to the Landlord

1.      The right to use the Conduits in the Property which serve other
parts of the Estate, the right to install new Conduits for the
benefit of the remainder of the Estate and the right to repair,
maintain and renew existing and new Conduits.

2.      The right to enter the Property to exercise any of the rights
referred to in this Schedule or for the purposes set out in
clause 6(6) PROVIDED THAT such right shall only be exercised
(except in case of emergency) by giving reasonable prior notice
to the Tenant and by complying with the Tenant's reasonable
security and confidentiality requirements.

3.      All rights of light or air or other easements or rights over or
belonging to any other land or buildings (including other parts
of the Estate).

4.      The right to build, re-build or carry out any works on any other
land or buildings (including other parts of the Estate) even if
it interferes with the passage of light or air to the Property
or causes nuisance, damage, annoyance or inconvenience to the
Tenant or occupier of the Property by noise, dust, vibration or
otherwise provided that it does not materially affect the
ability of the Tenant or the occupier to use the Property for
any purpose permitted by this Lease.

5.      The support and protection from the Property enjoyed by other
parts of the Estate.

6.      The right to build, alter and install and afterwards to maintain
buildings, structures and fixtures on, into or projecting over
or under or taking support from the Property (but those
buildings, structures and fixtures shall not become part of the
Property).



SCHEDULE 4

Matters affecting the freehold

All matters registered or pending registration as at the date hereof
in the Property and Charges Registers of Title Number AGL54738
maintained by HM Land Registry (with the exception of Financial
charges, if any) and the Deed dated 7th August 1998 made between the
Landlord and Railtrack insofar as such matters affect the Property
still subsist and are capable of enforcement


SCHEDULE 5

Guarantee Provisions

1.      The Guarantor guarantees to the Landlord the due and punctual
payment and performance by the Tenant of all the tenant's
obligations and liabilities under this Lease and shall indemnify
the Landlord against all losses, damages, costs and expenses
arising or incurred by the Landlord as a result of the non-
payment or non-performance of those obligations or liabilities.

2.      The obligations of the Guarantor under this Lease:

(a)     constitute a direct, primary and unconditional liability
to pay on demand to the Landlord any sum which the Tenant
is liable to pay under this Lease and to perform on demand
by the Landlord any obligation of the Tenant under this
Lease without the need for any recourse on the part of the
Landlord against the Tenant;

(b)     will not be affected by:

          (i)     any time or indulgence granted to the Tenant by the
          Landlord;

          (ii)    any legal limitation, disability or other
          circumstances relating to the Tenant or any
          irregularity, unenforceability or invalidity of any
          obligations of the Tenant under this Lease;

          (iii)   any licence or consent granted to the Tenant or any
          variation in the terms of this Lease save as
          provided in section 18 of the Landlord and Tenant
          (Covenants) Act 1995;

          (iv)    the release of one or more of the parties defined as
          the Guarantor (if more than one); or

          (v)     any other act, omission, matter, event or thing
          whereby (but for this provision) the Guarantor would
          be exonerated in whole or in part from the guarantee
          other than a release by deed given by the Landlord.

3.      So long as this guarantee remains in force the Guarantor shall
not:

(a)     in the event of any bankruptcy, liquidation,
rehabilitation, moratorium or other insolvency proceedings
relating to the Tenant, claim or prove as creditor in
competition with the Landlord; or

(b)     be entitled to claim or participate in any security held
by the Landlord in respect of the obligations of the
Tenant under this Lease; or

(c)     exercise any right of set-off against the Tenant.

4.      If the Landlord brings proceedings against the Tenant, the
Guarantor shall be bound by any findings of fact, interim or
final award or interlocutory or final judgment made by an
arbitrator or the court in those proceedings in so far as the
same relate to the subject matter of this Lease PROVIDED THAT
the Landlord shall have served a copy of the writ summons
petition or similar process which initiated such proceedings on
the Guarantor before the expiry of 7 days after such proceedings
were initiated


5.      If:

(a)     the Tenant (being a company) enters into liquidation and
the liquidator disclaims this Lease; or

(b)     the Tenant (being a company) is dissolved and the Crown
disclaims this Lease; or

(c)     the Tenant (being an individual) becomes bankrupt and the
trustee in bankruptcy disclaims this Lease; or

(d)     this Lease is forfeited,

        then within six months after the disclaimer or forfeiture the
Landlord may require the Guarantor by notice to accept a lease
of the Property for a term equivalent to the residue which would
have remained of the Term if there had been no disclaimer or
forfeiture at the same rents and subject to the same covenants
and conditions (including those as to the review of rent) as are
reserved by and contained in this Lease (with the exception of
this Schedule).

6.      The new lease and the rights and liabilities under it shall take
effect as from the date of the disclaimer or forfeiture and the
Guarantor shall be liable for all payments due under the new
lease as from the date of disclaimer or forfeiture as if the new
lease had been granted on the date of disclaimer or forfeiture.

7.      The Guarantor or his personal representatives shall pay the
Landlord's costs of and accept the new lease and shall execute
and deliver to the Landlord a counterpart of it.

8.      If the Landlord does not require the Guarantor to take a Lease
of the Property, the Guarantor shall pay to the Landlord on
demand a sum equal to the rent that would have been payable
under this Lease but for the disclaimer or forfeiture in respect
of the period from the date of the disclaimer or forfeiture
until the date which is six months after the date of the
disclaimer or forfeiture or the date on which the Property has
been re-let by the Landlord, whichever first occurs.

9.      If any VAT is payable by the Tenant to the Landlord under the
terms of the Lease, the Guarantor's obligation shall extend to
that VAT.  If the Guarantor makes any payment in respect of VAT,
the Landlord's obligation to issue a VAT invoice to the Tenant
under the Lease in respect of that VAT shall not be affected,
and the Landlord shall not be under any obligation to issue a
VAT invoice to the Guarantor in respect of that VAT.


SCHEDULE 6

Authorised guarantee provisions


1.      The Guarantor guarantees to the Landlord the performance by the
Assignee throughout the Guarantee Period of each of the
covenants falling to be complied with by the tenant under this
Lease and shall indemnify the Landlord against all losses,
damages, costs and expenses arising or incurred by the Landlord
as a result of such non-performance.

2.      The obligations of the Guarantor under this guarantee will not
be affected by:

(a)     any time or indulgence granted to the Assignee by the
Landlord;

(b)     any legal limitation, disability or other circumstances
relating to the Assignee or any irregularity,
unenforceability or invalidity of any obligations of the
Assignee under this Lease;

(c)     any licence or consent granted to the Assignee or any
variation in the terms of this Lease save as provided in
section 18 of the Act;

(d)     the release of one or more of the parties defined as the
Guarantor (if more than one); or

(e)     any other act, omission, matter, event  or thing whereby
(but for this provision) the Guarantor would be exonerated
in whole or in part from the guarantee other than a
release under seal given by the Landlord.

3.      The Guarantor is liable to the Landlord under this guarantee as
sole or principal debtor and the obligations of the Guarantor
under this guarantee constitute a direct, primary and
unconditional liability to pay on demand to the Landlord any sum
which the Assignee is liable to pay under this Lease and to
perform on demand by the Landlord any obligation of the Assignee
under this Lease without the need for any recourse on the part
of the Landlord against the Assignee.  If the Landlord brings
proceedings against the Assignee, the Guarantor shall be bound
by any findings of fact, interim or final award or interlocutory
or final judgment made by an arbitrator or the court in those
proceedings.

4.      If during the Guarantee Period the Assignee (being a company)
enters into liquidation and the liquidator disclaims this Lease,
or the Assignee (being a company) is dissolved and the Crown
disclaims this Lease, or the Assignee (being an individual)
becomes bankrupt and the trustee in bankruptcy disclaims this
Lease, then within six months after the disclaimer the Landlord
may require the Guarantor by notice to enter into a new lease of
the Property for a term equivalent to the residue which would
have remained of the term granted by this Lease if there had
been no disclaimer at the same rents and subject to the same
covenants and conditions (including as to the review of rent) as
are reserved by and contained in this Lease.

5.      The new lease and the rights and liabilities under it shall take
effect as from the date of the disclaimer and the Guarantor
shall be liable for all payments due under the new lease as from
the date of disclaimer as if the new lease had been granted on
the date of disclaimer.

6.      The Guarantor shall pay the Landlord's costs of and accept the
new lease and shall execute and deliver to the Landlord a
counterpart of it.

7.      If the Landlord does not require the Guarantor to take a new
lease of the Property the Guarantor shall pay to the Landlord on
demand a sum equal to the rents that would have been payable
under this Lease but for the disclaimer in respect of the period
from the date of the disclaimer until the date which is six
months after the date of the disclaimer or the date on which the
Property has been re-let by the Landlord, whichever first
occurs.

8.      During the Guarantee Period the Guarantor shall not;

(a)     in the event of any bankruptcy, liquidation,
rehabilitation, moratorium or other insolvency proceedings
relating to the Assignee claim or prove as creditor in
competition with the Landlord; or

(b)     be entitled to claim or participate in any security held
by the Landlord in respect of the Assignee's obligations
to the Landlord under this Lease; or

(c)     exercise any right of set off against the Assignee.

9.      To the extent that any provision of this guarantee does not
conform with section 16 of the Act, that provision shall be
severed from the remainder of this guarantee and this guarantee
shall have effect as if it excluded that provision.

10      If any VAT is payable by the Tenant to the Landlord under the
terms of the Lease, the Guarantor's obligation shall extend to
that VAT.  If the Guarantor makes any payment in respect of VAT,
the Landlord's obligation to issue a VAT invoice to the Assignee
under the Lease in respect of that VAT shall not be affected,
and the Landlord shall not be under any obligation to issue a
VAT invoice to the Guarantor in respect of that VAT.

11.     In this Schedule:

"Act" means the Landlord and Tenant (Covenants) Act 1995;

"Assignee" means [insert name of assignee in respect of whom the
Tenant is entering into the authorised guarantee agreement];

"Guarantee Period" means the period during which the Assignee is
bound by the covenants by the Tenant in this Lease; and

"Guarantor" means the outgoing Tenant.


SCHEDULE 7

Service Charge Costs

1.      The cost of inspecting, repairing, maintaining, cleaning,
decorating and lighting the whole of the Retained Areas
(including any party walls separating Lettable Areas) including
any retaining walls situate on the Estate and the boundary walls
and fences of the Estate and all Conduits serving the Estate
(excluding those serving solely any of the Lettable Areas).

2.      The cost of providing the services referred to in clause 7(3).

3.      The cost of the maintenance (including planting) of all open and
landscaped areas within the Retained Area.

4.      The cost of the erection and maintenance of directional or other
signs or notice boards relating to the Estate or it occupiers.

5.      The cost of the establishment and enforcement of regulations for
the benefit or better ordering of the Estate or any part of the
Estate.

6.      The cost of providing caretaking and security services to the
Estate.

7.      The cost of marking out the roads, footpaths, service areas,
loading bays and all other relevant parts of the Retained Areas.

8.      The cost of refuse disposal.

9.      The cost of all fuel for the functions referred to in the other
paragraphs of this Schedule.

10.     All Outgoings (as defined in clause 6(3)) assessed, charged or
imposed on the Estate as a whole and the Retained Areas.

11.     Any amount which the Landlord may be called upon to pay as a
contribution towards the expense of making, repairing,
maintaining, cleaning or lighting anything used by the Estate
and any nearby property.

12.     The cost of complying with, making representations against or
contesting the incidence of any enactment relating or alleged to
relate to the Estate.

13.     All professional fees reasonably and properly incurred by the
Landlord in connection with the administration and the general
management of the Estate including (without limitation):

(a)     the Landlord's agent's fees in connection with management
of the Estate (excluding rent collection); and

(b)     fees payable in connection with the service charge
account.

14.     The reasonable fees of the Landlord or any company associated
with the Landlord where the Landlord or that company, rather
than a third party, undertakes any obligations under this Lease
or other function referred to in this Schedule.

15.     The interest and fees on borrowing any money to finance any of
the functions referred to in this Schedule.

16.     Any other sum properly incurred by the Landlord in connection
with the management of the Estate.





SIGNED as a deed by                     )
                         Trust Manager)
as attorney for LLOYDS BANK PLC )
in the presence of:                     )


Witness's
Signature: ...............................................

Name : ...................................................

Address : ................................................

 ...............................................................

 ...............................................................






EXECUTED as a DEED by EXODUS
INTERNET LIMITED acting by
two Directors or a Director and its
Company Secretary


                        Director


                        Director/Secretary






SIGNED as a DEED by EXODUS
COMMUNICATIONS  Plc acting by
Richard Stoltz its Authorised Signatory
in accordance with the constitution of the
Company and the country in which it
is incorporated

                         Authorised Signatory





DATED                                                   1999



                                LLOYDS BANK PLC
                (as trustee of Schroder Exempt Property Unit Trust)



                                       - and -



                                EXODUS INTERNET LIMITED



                                       - and -



                                EXODUS COMMUNICATIONS INC






                                       L E A S E

                                  of property known as
                                Unit 8 Phase 3 Matrix Park,
                           Coronation Road, Park Royal, London NW10










                                    ALLEN & OVERY
                                        London
                                      PY0431729.05

<PAGE>





                    DATED                                1999
                    -----------------------------------------



    LLOYDS BANK PLC (as Trustee for SCHRODER EXEMPT PROPERTY UNIT TRUST)  (1)




                                     - and -



                            EXODUS INTERNET LIMITED (2)




                     -----------------------------------------
                            RENT SECURITY DEPOSIT DEED
                      Relating to Unit 8 Phase 3 Matrix  Park

                     Coronation Road  Park Royal  London  NW10
                     -----------------------------------------







                                   WILDE SAPTE
                                  1 Fleet Place
                                 London EC4M 7WS

                               Tel. 0171 246 7000
                                Fax. 0171 246 7777

                          Ref: TLF/SJG/145764/PY431785.01


                                TABLE OF CONTENTS


Clause  Heading                                                       Page  No.


1.      Definitions and Interpretation                                    1
2.      The Deposit                                                       2
3.      The Deposit Account                                               3
4.      Withdrawals from and Maintenance of the Deposit Account           3
5.      Transfer of the Landlord's Interest                               4
6.      Release of Deposit                                                4
7.      Interest                                                          5
8.      Miscellaneous                                                     5



THIS DEED  is made the               day of                    1999

BETWEEN

(1)     LLOYDS BANK PLC (as Trustee for SCHRODER EXEMPT PROPERTY UNIT
TRUST) of 71 Lombard Street  London  EC3P 3BS ("the Landlord")

(2)     EXODUS INTERNET LIMITED whose registered office is at Fountain
Precinct  Balm Green  Sheffield  South Yorkshire  S1 1RZ
(Company Number 3591136) ("the Tenant")

WHEREAS

(A)     This Deed is supplemental to the Lease

(B)     The Landlord is entitled to the reversion immediately
expectant upon the determination of the term of the Lease and
the Tenant is entitled to the residue of the term of the Lease


WITNESSES as follows:

1.      DEFINITIONS AND INTERPRETATION

1.1     Definitions

In this Deed unless the context otherwise requires or except
as otherwise expressly provided

the "Bank" means Lloyds Bank PLC or such other London Clearing
Bank or registered building society of the Landlord's choice
at which the Deposit Account is maintained from time to time

the "Deposit" means the moneys referred to in Clause 2 below
together with any interest credited to the Deposit Account and
any moneys received from the Tenant and added to the Deposit
Account

the "Deposit Account" means such interest bearing deposit
account opened at the Bank in the Landlord's name and into
which the Deposit is paid by the Landlord

the "Landlord" (where the context so admits) shall include its
successors in title and personal representatives

the "Lease" means the lease dated today made between the
Landlord and Tenant of the Property for a term of 25 years
from [              ] 1999 and includes all documents made
supplemental or pursuant thereto

"Net Asset Value" means tangible net asset value excluding
goodwill and intellectual property determined in accordance
with UK Accounting Principles.

"Net Profits" means net trading profit (excluding
extraordinary and exceptional items) or net investment income
(after deduction of management expenses) in each case after
tax and determined in accordance with UK Accounting Principles

the "Property" means Unit 8 Phase 3 Matrix Park  Coronation
Road  Park Royal  London NW10 being the property demised by
the Lease

"Rental Liability" means a sum equal to the rent from time to
time payable under the Lease or (if higher) the Landlord's
reasonable estimate of the anticipated rent payable under the
Lease following any rent review outstanding during the Years
of Account

"UK Accounting Principles" means UK accounting principles
generally accepted from time to time and consistently applied

"Years of Account" means three consecutive years of account

1.2     Interpretation

In this Deed (unless otherwise provided)

1.2.1   clause headings are inserted for ease of reference
only and shall not affect construction

1.2.2   reference to clauses and sub-clauses are to the
clauses and sub-clauses of and to this Deed and

1.2.3   words denoting one gender include all genders, words
denoting individuals or persons include corporations
and trusts and vice versa, words denoting the
singular include the plural and vice versa, and words
denoting the whole include a reference to any part
thereof


2.      THE DEPOSIT

2.1     The Landlord hereby acknowledges receipt of a bank draft
issued by a bank which is a member of CHAPS Limited or of the
receipt of monies by telegraphic transfer to its solicitors
account in the sum of L [insert amount equal to one year's
rent] plus Value Added Tax such payment being made as security
for the due performance and observance of the covenants
agreements and conditions on the part of the Tenant under the
Lease and all losses costs and expenses which the Landlord may
incur by reason of or consequent upon any breach of those
covenants agreements and conditions and (without prejudice to
the generality of the foregoing) as more particularly provided
in Clause 4 below and the Landlord shall be entitled to set
off the Deposit against any sums owed to it under the  Lease

2.2     Following the ascertainment of a revised rent expressed as an
annual amount (the "Revised Rent") in accordance with clause 4
of the Lease the Tenant shall pay to the Landlord by way of a
bank draft issued by a bank which is a member of CHAPS Limited
within seven days of such ascertainment an additional sum
calculated in accordance with the following

formula (the "Additional Sum") plus VAT on the Additional Sum:

 L X = L A - B

Where:

 X  = the additional sum to be paid to the Landlord in accordance with
     this Clause

 A  = the amount of the Revised Rent

 B  = the yearly rent payable under clause 4 of the  Lease immediately
     prior to the ascertainment of  the Revised Rent or the yearly rent
     which would be payable immediately prior to such ascertainment
     but for any abatement or suspension of rent under  the Lease





2.3     Within five Working Days of receipt of the Additional Sum by
the Landlord the Landlord shall pay the Additional Sum into
the Deposit Account and the Additional Sum shall thereafter
form part of the Deposit against which the Landlord shall be
entitled to set off any sums owed to it under the Lease in
accordance with this Deed


3.      THE DEPOSIT ACCOUNT

3.1     The Landlord shall forthwith place the Deposit in the Deposit
Account until withdrawal or repayment of the Deposit in
accordance with the terms of Clause 6 below

3.2     The Landlord shall also credit to the Deposit Account any sums
subsequently paid to it by the Tenant under Clause 4.2


4.      WITHDRAWALS FROM AND MAINTENANCE OF THE DEPOSIT ACCOUNT

4.1     The Landlord and Tenant hereby agree that without prejudice to
any other right or remedy which the Landlord may have under
this Deed or the Lease the Landlord shall be entitled on 5
days prior written notice to the Tenant to withdraw from the
Deposit from time to time the sums specified below which shall
thereupon become the absolute property of the Landlord

4.1.1   any liquidated and ascertained sum (including
interest) (whether rent or otherwise and whether or
not any formal demand has been made) which is due to
the Landlord from the Tenant in respect of the Lease
and which is unpaid for a period of fourteen days
after the due date

4.1.2   any liquidated and ascertained loss, expense, cost,
claim, liability or damage suffered or incurred by
the Landlord as the result of any breach of any
covenant agreement or condition on the part of the
Tenant under the Lease

4.2     The Landlord shall notify the Tenant in writing within
fourteen days after any withdrawal of any sum from the Deposit
and the reason for such withdrawal and (if the Lease is still
subsisting) the Tenant hereby covenants forthwith to pay the
Landlord for payment into the Deposit Account a bank draft
issued by a bank which is a member of CHAPS Limited for such
further sum as shall restore the Deposit to its balance prior
to such withdrawal

4.3     It is further agreed that if the Lease shall be forfeited or
disclaimed by any liquidator or trustee in bankruptcy of the
Tenant or otherwise determined otherwise than by agreement
(which agreement shall include the valid exercise of an option
to determine the Lease) the Deposit shall continue to be
available to the Landlord in the manner set out above until it
shall be exhausted or until there shall be no further
liability of the Tenant to the Landlord whereupon any
remaining balance of the Deposit shall be released to the
Tenant as soon as reasonably practicable

4.4     The Landlord should as soon as reasonably practicable pay into
the Deposit Account the full amount of any sum (together with
Interest (as defined in the Lease)) shown to have been
incorrectly withdrawn by the Landlord or if earlier following
the date on which the Landlord first becomes aware of an error
having been made


5.      TRANSFER OF THE LANDLORD'S INTEREST

If the Landlord transfers the reversion immediately expectant
upon the determination of the Lease before the Deposit has
become repayable to the Tenant pursuant to Clause 6 either

5.1     5.1.1   the Tenant shall if required by (and at the cost of)
the Landlord such costs if incurred by the Tenant to
be reasonable, enter into a rent deposit deed with
the transferee of such reversion in identical terms
to this Deed (but with the name of the transferee
being substituted for the name of the Landlord) and

5.1.2   the Landlord shall procure that any transferee enters
into a rent deposit deed with the Tenant in identical
terms to this Deed (but with the transferee's name
substituted for the name of the Landlord) and on
completion of such deed transfer the balance of the
Deposit to such account as shall have been opened by
the transferee (after the deduction of any sum
withdrawn pursuant to Clause 4 above) and upon
serving notice of such transfer on the Tenant shall
forthwith be released automatically from any further
liability under the terms of this Deed

or

5.2     The Landlord may instead release the balance of the Deposit to
the Tenant (after the deduction of any sum withdrawn pursuant
to Clause 4 above)


6.      RELEASE OF DEPOSIT

6.1     The Deposit or such part thereof as shall be remaining shall
be released by the Landlord and repaid to the Tenant on the
earlier of:

6.1.1   one calendar month after the expiration or sooner
determination (by agreement) of the term granted by
the Lease or its determination in consequence of the
exercise by the Tenant of any option to determine
conferred on it by the Lease and in either case
vacant possession of the premises demised by the
Lease being given to the Landlord; or

6.1.2   the Tenant demonstrating that it has made Net Profits
for each of the immediately preceding Years of
Account at least equal to three times the Rental
Liability and that in each of those Years of Account
it has a Net Asset Value of not less than five times
the Rental Liability

and provided always the Tenant has paid to the Landlord all
sums set out as in Clause 4 above (failing which the Landlord
may deduct such sums as are properly due from the Deposit) the
Landlord shall then release the balance to the Tenant within 5
working days of receipt of a written request from the Tenant
for such release

6.2     The Tenant may demonstrate that it satisfies the requirements
of Clause 6.1.2 by means of audited accounts or by means of
such other evidence as shall be reasonably acceptable to the
Landlord


7.      INTEREST

7.1     The Landlord shall use all reasonable endeavours to select a
Deposit Account which yields the best rate of interest
reasonably obtainable from the Bank having regard to the
provisions of this Deed

7.2     The interest accruing on the Deposit shall belong to the
Tenant but in the first instance shall be used in or towards
payment of any sums payable by the Tenant pursuant to clauses
2.3 and 4.2 of this Deed and subject thereto such interest
(less tax properly deducted) shall be paid to the Tenant on an
annual basis

7.3     All tax payable in respect of interest accruing on the Deposit
shall be paid by the Tenant from its own money


8.      MISCELLANEOUS

It is hereby agreed and declared that:
8.1     The existence of the Deposit shall not prejudice the
Landlord's ability to proceed against the Tenant for
any breach of any covenant agreement or condition on
the part of the Tenant under the Lease or entitle the
Tenant to withhold any moneys or fail to perform any
covenant agreement or condition under the Lease and
the Deposit shall not be regarded as an advance
payment of rent

8.2     The proviso for re-entry contained in the Lease shall
be exercisable as well upon any breach of any
covenant or obligation on the part of the Tenant
contained in this Deed as on the happening of any of
the events mentioned in the Lease

8.3     The rights of the Landlord under this Deed do not
limit its rights under the Lease

8.4     The provisions as to notices contained in the Lease
shall apply to notices served pursuant to this Deed

8.5     The Landlord may at any time terminate this Deed by
paying the Deposit to the Tenant and on doing so will
automatically be released from all liabilities and
obligations under this Deed except in relation to
rights of the Tenant that have arisen before the
termination

8.6     Any termination under clause 8.5 and any payment of
the Deposit shall not affect the Landlord's rights
under the Lease

8.7     The Tenant shall not assign to any person whatsoever
the benefit of any of the Tenant's rights under this
Deed, nor assign, transfer or otherwise dispose of
all or any part of its rights, title or interest in
or to the Deposit, nor create any further encumbrance
or other security interest over the whole or any part
of the Deposit

8.8     If any provision of this Deed is or becomes void or
unenforceable in whole or in part that provision to
that extent is to be deemed not to form part of this
Deed but the validity and enforceability of the
remainder of that provision or of the Deed are not to
be affected

8.9     This Agreement shall be governed by and construed in
accordance with English law and the parties
irrevocably agree that the courts of England are to
have exclusive jurisdiction to settle any disputes
which may arise out of or in connection with this
Agreement

AS WITNESS this Deed (which shall be delivered when dated) has been
executed by the parties or their duly authorised representatives on
the date first stated above



SIGNED and DELIVERED as a DEED
by [
] Trust Manager as attorney for
LLOYDS BANK PLC in the presence
of:
)
)
)
)





EXECUTED and DELIVERED as a DEED by
EXODUS INTERNET LIMITED acting by two
Directors or a Director and its
Company Secretary
)
)
)
)

                                          Director


                                          Director/Company Secretary

<PAGE>

THIS LICENCE is made as a deed on       , 1999 BETWEEN

(1)     LLOYDS BANK PLC (registered number 2065) whose registered office
is at 71 Lombard Street  London EC3P 3BS (as trustee of Schroder
Exempt Property Unit Trust) (the "Landlord");

(2)     EXODUS INTERNET LIMITED (registered number 3591136) whose
registered office is at Fountain Precinct  Balm Green  Sheffield
South Yorkshire  S1 1RZ (the "Tenant"); and

(3)     EXODUS COMMUNICATIONS INC of 2650 San Thomas Expressway, Santa
Clara CA 95051, USA and whose address for service in England is
Dibb Lupton Alsop (ref RSS) 125 London Wall  London EC2Y 5AE or
such other address in the UK as the Guarantor may from time to
time notify in writing to the Landlord (the "Guarantor")

WHEREAS:

(A)     This licence is supplemental and collateral to the Leases
whereby the Property was let for the Term.

(B)     The Landlord is entitled to the reversion immediately expectant
on the determination of the Term.

(C)     The Property is vested in the Tenant for the remainder of the
Term.

(D)     The Landlord has agreed to permit alterations to the Property
upon the terms contained in this licence notwithstanding the
provisions of the alterations clause contained in the Leases.


THIS DEED WITNESSES as follows:

1.      Definitions and interpretation
(1)     In this licence:

"CDM Regulations" means the Construction (Design and Management)
Regulations 1994 or any remaking of them or any amendment to a
regulation in them;

"Consents" means all planning, bye-law, building regulation and
other permissions, licences and consents which are or may be
necessary for the Works to be carried out;

"End of the Term" includes the expiry of the Term by effluxion
of time or the determination of the Term by forfeiture,
surrender, merger, notice or in any other way;

"Landlord" includes the person for the time being entitled to
the reversion immediately expectant on the End of the Term;

"Leases" means each and all of the Unit 8 Lease and the Unit 9
Lease;

"Property" means each and all of Unit 8 and Unit 9;

"Tenant" includes the Tenant's successors in title and assigns;

"Term" means in respect of the Unit 8 Lease the term of years
set out in Part 1 of Schedule 1 and in respect of the Unit 9
Lease the term of years set out in Part 2 of Schedule 1 and in
each case includes any statutory or other extension of it or any
holding over;

"Unit 8" means the property briefly described in Part 1 of
Schedule 2 being the property demised by and more particularly
described in the Unit 8 Lease.

"Unit 8 Lease" means the document short details of which are set
out in Part 1 of Schedule 1 and, where the context permits,
includes any documents supplemental or collateral to it.

"Unit 9" means the property briefly described in Part 2 of
Schedule 2 being the property demised by and more particularly
described in the Unit 9 Lease.

"Unit 9 Lease" means the document short details of which are set
out in Part 2 of Schedule 1 and, where the context permits,
includes any documents supplemental or collateral to it.

"Works" means the alterations and works specified in Schedule 3.

(2)     The headings in this licence do not affect its interpretation.

(3)     References in this licence to clauses or schedules are, unless
otherwise defined, references to the clauses or schedules in
this licence.


2.      Licence
        In consideration of the covenants on the part of the Tenant and
the Guarantor contained in this licence and at the request of
the Guarantor, the Landlord grants to the Tenant licence to
carry out the Works at the Property notwithstanding the
provisions of the alterations clause contained in the Leases.

3.      Tenant's covenants
(1)     The Tenant covenants with the Landlord to comply with the
obligations set out in this clause throughout the period
during which the Tenant is bound by the tenant covenants
of each of the Leases.

(2)     Before starting any part or parts of the Works the Tenant
shall at its own expense (in relation to the relevant part
or parts of the Works):

(a)     obtain all Consents;

(b)     produce to the Landlord and obtain the Landlord's
written acknowledgement (which the Landlord shall
not unreasonably withhold or delay) that the
Consents obtained for the relevant part or parts of
the Works (if any) are satisfactory to the Landlord;
and

(c)     give full particulars of the relevant part or parts
of the Works to the insurers of the Property, obtain
their consent to the same, produce the consent to
the Landlord immediately upon its receipt and pay
any additional premium which the insurers may
require.

(3)     The Tenant shall carry out and complete the Works:

(a)     in a good and workmanlike manner using good quality
materials fit for the purpose for which they will be
used;

(b)     in compliance with every enactment, every
instrument, rule, order, regulation or by-law,
including those of every local authority and every
supply authority or other competent authority which
has any jurisdiction with regard to the Works or
with whose systems the Works are to be connected;

(c)     in accordance with good building practice;

(d)     without infringing any rights, covenants or other
encumbrances binding on or affecting the whole or
any part of the Property.

(e)     to the reasonable satisfaction of the Landlord's
surveyors; and

(f)     in accordance with the terms of each of the Leases
and all Consents.

(4)     The Tenant shall take all proper and sufficient
precautions during the progress of the Works so that the
Tenant:

(a)     causes as little inconvenience and disturbance as
possible (whether by noise, dust, vibration or
otherwise) to the Landlord or the occupiers of
adjoining or neighbouring property; and

(b)     shall not at any time damage or render unsafe the
structure of the whole or any part of the Property
or any part of any adjoining or neighbouring
property or any plant or machinery in such property
but shall forthwith make good any damage occasioned
by the carrying out of the Works to any such
property as is mentioned in this paragraph.

(5)     The Tenant shall use all reasonable endeavours to ensure
that anyone involved in the design of the Works
understands and complies with the requirements of
Regulation 13 of the CDM Regulations.

(6)     If the Works are notifiable (as defined in Regulation 2(4)
of the CDM Regulations) and five or more people will be
involved in the Works at any one time, the Tenant shall:

(a)     act as the sole client in respect of the Works for
the purposes of the CDM Regulations and issue a
declaration to that effect pursuant to Regulation 4
of the CDM Regulations;

(b)     appoint a competent planning supervisor and a
competent principal contractor pursuant to its
obligations under the CDM Regulations;

(c)     provide the Landlord with a full and complete copy
of the health and safety plan (as defined in the CDM
Regulations) prior to the commencement of the Works;

(d)     provide the Landlord with a full and complete copy
of the health and safety file (as defined in the CDM
Regulations) within 30 days of practical completion
of the Works; and

(e)     provide to the Landlord at the End of the Term of
each of the Unit 8 Lease and the Unit 9 Lease the
original health and safety file relating to that
unit and incorporating any subsequent amendments
made to update it.

(7)     The Tenant shall indemnify the Landlord from liability in
respect of all loss, damage, actions, proceedings, claims,
demands, costs, damages and expenses:

(a)     arising out of any breach of the provisions of this
licence; or

(b)     in respect of any injury to or the death of any
person or damage to any property; or

(c)     in respect of the infringement, disturbance or
destruction of any right of a third party due to the
carrying out or existence of the Works

and shall insure (or procure such insurance) against any
liability arising under sub paragraph (b) to the
reasonable satisfaction of the Landlord.

(8)     The Tenant shall notify the Landlord's surveyors of the
date of commencement and completion of the Works and shall
permit the Landlord and its surveyors to inspect the Works
at all reasonable times (provided that the Landlord and/or
its surveyors comply with the Tenant's reasonable security
and confidentiality requirements).

(9)     The Tenant shall pay any charge, levy or tax that may be
imposed under any Act of Parliament, bye-law or regulation
as a result of the Works, whether on the Landlord or on
the Tenant, and shall indemnify the Landlord from any
liability in respect of such charge, levy or tax.

(10)    Unless the Landlord shall otherwise direct the Tenant
shall carry out before the End of the Term of each of the
Unit 8 Lease and the Unit 9 Lease any works required to be
carried out to Unit 8 or Unit 9 as the case may be as a
condition of any Consent.

(11)    Before the End of the Term of each of the Unit 8 Lease and
the Unit 9 Lease (unless and to the extent released by the
Landlord in writing from this obligation) the Tenant shall
remove that part of the Works relating to Unit 8 and/or
Unit 9 as the case may be and reinstate Unit 8 and/or Unit
9 as the case may be, making good all damage to the whole
or any part of the Property and to the decoration of the
whole or any part of the Property.  The Tenant shall carry
out the works of removal and reinstatement at its own
expense, in a good and workmanlike manner and to the
reasonable satisfaction of the Landlord's surveyors.

(12)    The Tenant shall pay on demand the reasonable and proper
fees, expenses and disbursements of the Landlord's
surveyors and any other professional advisers (together
with any Value Added Tax on them) incurred by the Landlord
relating to any works of removal and re-instatement it is
required to undertake in accordance with this Licence.

(13)    The Tenant shall deal with the insurance of the Works in
accordance with the terms of the Agreement for Lease dated
[                ].

4.      Guarantor's covenants
(1)     The Guarantor guarantees to the Landlord the due and punctual
payment and performance of all the liabilities and obligations
of the Tenant under this licence and shall indemnify the
Landlord against all losses, damages, costs and expenses arising
or incurred by the Landlord as a result of the non-payment or
non-performance of those obligations or liabilities.

(2)     The obligations of the Guarantor under this licence:

(a)     constitute a direct, primary and unconditional liability
to pay on demand to the Landlord any sum which the Tenant
is liable to pay under this licence and to perform on
demand by the Landlord any obligation of the Tenant under
this licence without the need for any recourse on the part
of the Landlord against the Tenant; and

(b)     will not be affected by:-

(i)     any time or indulgence granted to the Tenant by the
Landlord;

(ii)    any legal limitation, disability or other
circumstances relating to the Tenant or any
irregularity, unenforceability or invalidity of any
obligations of the Tenant under this licence;

(iii)   any licence or consent granted to the Tenant, any
variation in the terms of this licence or any
variation in the terms of any of the Leases;

(iv)    the release of one or more of the parties defined as
the Guarantor (if more than one); or

(v)     any other act, omission, matter or thing whereby
(but for this provision) the Guarantor would be
exonerated in whole or in part from this guarantee
other than a release under seal given by the
Landlord.

(3)     So long as this guarantee remains in force the Guarantor shall
not:

(a)     in the event of any bankruptcy, liquidation,
rehabilitation, moratorium or other insolvency proceedings
relating to the Tenant, claim or prove as creditor in
competition with the Landlord; or

(b)     be entitled to claim or participate in any security held
by the Landlord in respect of the obligations of the
Tenant under this licence; or

(c)     exercise any right of set-off against the Tenant.

(4)     If the Landlord brings proceedings against the Tenant, the
Guarantor shall be bound by any findings of fact, interim or
final award of interlocutory or final judgment made by an
arbitrator or the court in those proceedings insofar as the same
relate to the subject matter of this Deed PROVIDED THAT the
Landlord shall have served a copy of the writ summons petition
or similar process which initiated such proceedings on the
Guarantor before the expiry of 7 days after such proceedings
were initiated


5.      Declarations
It is agreed and declared that:

(a)     at the sole discretion of the Landlord the licence granted
by the Landlord under this licence shall lapse and become
void if the Works are not commenced within six months from
the date of this licence;

(b)     the carrying out of the Works is subject to all rights of
the owners and occupiers of adjoining or neighbouring
properties;

(c)     all the covenants on the part of the Tenant and conditions
contained in the Leases which are now applicable to the
Property shall continue to be applicable to the Property
and shall extend to the Works;

(d)     the proviso for re-entry on breach or non-observance in
the Leases shall be read and construed from the date of
this licence as including a reference to the covenants
contained in this licence;

(e)     the Tenant shall not be entitled to any compensation in
respect of the Works or the reinstatement of the Property
whether at the End of the Term or at any other time;

(f)     this licence and any approval of the Works by or on behalf
of the Landlord is granted without any liability on the
part of the Landlord or its architects, surveyors or other
agents, whether for the design or carrying out of the
Works or otherwise;

(g)     any decrease or increase in the rental value of Unit 8 or
Unit 9 as a result of the Works shall be disregarded on
any rent review under the respective Leases; and

(h)     the Works shall be at the sole risk of the Tenant until
such time as the Landlord's surveyors certify that the
Works have been completed to their satisfaction and until
that time the Landlord's covenant to insure contained in
the Leases shall not apply to the Works.

6.      Joint and several liability
Where the Tenant or the Guarantor is more than one person:

(a)     those persons shall be jointly and severally responsible
in respect of every obligation undertaken by them under
this licence; and

(b)     the Landlord may release or compromise the liability of
any of those persons under this licence or grant any time
or other indulgence without affecting the liability of any
other of them.

7.      Notices
Any notice or other document served under this licence shall be
in writing and may be served in any way in which a notice
required or authorised to be served under Section 196 of the Law
of Property Act 1925 (as amended or re-enacted) may be served.

8.      Jurisdiction
This Deed shall be governed by and construed in accordance with
English law and the parties irrevocably agree that the courts of
England are to have exclusive jurisdiction to settle any
disputes which may arise out of or in connection with this Deed.

IN WITNESS of which this licence has been executed as a deed and has
been delivered on the date first appearing on Page 1.


SCHEDULE 1

Details of the Leases and the Term

Part 1

Lease or underlease:
Lease of Unit 8 Phase 3 Matrix Park dated as
set out below, for the Term and made between
the Parties set out below


Date:



Parties:
(1)     Lloyds Bank Plc (as trustee of Schroder
Exempt Property Unit Trust)
(2)     Exodus Internet Limited
(3)     Exodus Communications Inc


Term:
25 years from [              ]


Part 2

Lease or underlease:
Lease of Unit 9 Phase 3 Matrix Park dated as
set out below, for the Term and made between
the Parties set out below


Date:



Parties:
(1)     Lloyds Bank Plc (as trustee of Schroder
Exempt Property Unit Trust)
(2)     Exodus Internet Limited
(3)     Exodus Communications Inc


Term:
25 years from [            ]



SCHEDULE 2

Details of the Property

Part 1

Unit 8 Phase 3 Matrix Park, Coronation Road, Park Royal, London NW10


Part 2

Unit 9 Phase 3 Matrix Park, Coronation Road, Park Royal, London NW10




SCHEDULE 3

Details of the Works

[Tenant to provide]





SIGNED as a deed by                     )
                        Trust Manager   )
as attorney for LLOYDS BANK PLC )
in the presence of:                     )




Witness's
Signature : .....................................................

Name : ...........................................................

Address : ........................................................

 ......................................................................
 .

 ......................................................................
 .





EXECUTED and DELIVERED as a Deed by     )
EXODUS INTERNET LIMITED         )
acting by two Directors or a Director and its   )
Company Secretary               )


Director


Director/Secretary




SIGNED and DELIVERED as a Deed by       )
EXODUS COMMUNICATIONS INC               )
acting by its Authorised Signatory Richard      )
Stoltz in accordance with the constitution              )
of the Company and the country in which it is   )
incorporated            )



        Authorised Signatory












DATED                                    1999




LLOYDS BANK PLC
(as trustee of Schroder Exempt Property Unit Trust)


to


EXODUS INTERNET LIMITED


and


EXODUS COMMUNICATIONS INC





                        _______________________________

                              LICENCE FOR ALTERATIONS
                            of leasehold premises being
                        Units 8 and 9 Phase 3  Matrix Park
                      Coronation Road  Park Royal  London NW10
                        _______________________________





                                   WILDE SAPTE
                                  1 Fleet Place
                                  London EC4M 7WS

                                  Tel. 0171 246 7000
                                 Fax. 0171 246 7777
                                 Ref TLF/SJG/143834
                                   PY0431778.02

<PAGE>


THIS DEED  is made on                              , 1999  BETWEEN


(1)     LLOYDS BANK PLC (registered number 2065) whose registered office
is at 71 Lombard Street  London EC3P 3BS (as trustee of Schroder
Exempt Property Unit Trust) (the "Landlord");

(2)     EXODUS INTERNET LIMITED (registered number 3591136) whose
registered office is at Fountain Precinct  Balm Green  Sheffield
South Yorkshire  S1 1RZ (the "Tenant"); and

(3)     EXODUS COMMUNICATIONS INC of 2650 San Thomas Expressway, Santa
Clara CA 95051, USA and whose address for service in England is
Dibb Lupton Alsop (ref RSS) 125 London EC2Y 5AE or such other
address in the UK as the Guarantor may from time to time notify
in writing to the Landlord (the "Guarantor").

WHEREAS:

(A)     The parties hereto have today entered into the Leases which,
inter alia, grant the Tenant the right to park motor vehicles in
Parking Area 1 and Parking Area 2.

(B)     The parties hereto have agreed to enter into this deed for the
purposes hereinafter set out.


THIS DEED WITNESSES as follows:

1.      Definitions and interpretation
(1)     In this deed:

"CDM Regulations" means the Construction (Design and Management)
Regulations 1994 or any remaking of them or any amendment to a
regulation in them;

"Consents" means all planning, bye-law, building regulation and
other permissions, licences and consents which are or may be
necessary for the Works to be carried out;

"End of the Term" includes the expiry of the Term by effluxion
of time or the determination of the Term by forfeiture,
surrender, merger, notice or in any other way;

"Entry System 1" means an electronic entry or other similar
system of a type to be first approved in writing by the Landlord
(such approval not to be unreasonably withheld or delayed) to be
installed by the Tenant at the Tenant's own cost in the
approximate position marked "X" on the Plan but so that the
positioning of such system shall be such as to allow vehicles to
come to a halt between the entry barrier at point "X" and the
Service Road without the vehicle in any way obstructing the
passage of other vehicles over and along the Service Road;

"Entry System 2" means an electronic entry or other similar
system of a type to be first approved in writing by the Landlord
(such approval not to be unreasonably withheld or delayed) to be
installed by the Tenant at the Tenant's own cost in the
approximate position marked "Y" on the Plan;

"Estate" has the same meaning as ascribed in the Leases;

"Landlord" includes the person for the time being entitled to
the reversion immediately expectant on the End of the Term of
the Leases;

"Leases" means each and all of the Unit 8 Lease and the Unit 9
Lease;

"Parking Area 1" means the areas edged blue and edged green on
the Plan;

"Parking Area 1 Rights" means the rights granted by clause 2(2);

"Parking Area 2" means the area edged green on the Plan;

"Parking Area 2 Rights" means the rights granted by clause 2(3);

        "Parking Areas" means each and both of Parking Area 1 and Area
2;

"Plan" means the plan attached to this deed;

"Property" means each and all of Unit 8 and Unit 9;

"Service Road" means the road on the Estate which is shown in
part coloured brown on the Plan;

"Tenant" means Exodus Internet Limited only and does not include
the Tenant's successors in title and assigns;

"Term" means in respect of the Unit 8 Lease the term of years
mentioned in Part 1 of the Schedule and in respect of the Unit 9
Lease the term of years mentioned in Part 2 of the Schedule and
in each case includes any statutory or other extension of it or
any holding over;

"Unit 8" means the premises briefly described in Part 1 of the
Schedule being the premises demised by and more particularly
described in the Unit 8 Lease;

"Unit 8 Lease" means the document short details of which are set
out in Part 1 of the Schedule and, where the context permits,
includes any documents supplemental or collateral to it;

"Unit 9" means the premises briefly described in Part 2 of the
Schedule being the premises demised by and more particularly
described in the Unit 9 Lease;

"Unit 9 Lease" means the document short details of which are set
out in Part 2 of the Schedule and, where the context permits,
includes any documents supplemental or collateral to it;

"Works" means the works described in clause 2.

(2)     The headings in this deed do not affect its interpretation.

(3)     References in this deed to clauses or schedules are, unless
otherwise defined, references to the clauses or schedules in
this deed.


2.      Rights granted to the Tenant
(1)     In consideration of the covenants on the part of the Tenant and
the Guarantor contained in this deed and at the request of the
Guarantor, the Landlord grants to the Tenant the following
rights.

(2)     For so long as the respective terms created by the Unit 8 Lease
and the Unit 9 Lease shall both remain vested in the Tenant the
Tenant shall have the following rights:

          subject to obtaining the Landlord's prior written approval
          of detailed drawings and specifications as to size, design
          and positioning (such approval not to be unreasonably
          withheld or delayed) the right to install and thereafter
          maintain and remove:

          (a)     a closed circuit television monitoring system within
          Parking Area 1; and

          (b)     Entry System 1.

(3)     If the term created by the Unit 8 Lease or the term created by
the Unit 9 Lease shall cease to be vested in the Tenant then the
rights granted in clause 2(2) shall automatically and
immediately terminate but so long as the term created by the
Unit 8 Lease remains vested in the Tenant the Tenant shall have
rights in identical terms as those set out in clause 2(2) save
that the reference to Parking Area 1 shall be deemed to be a
reference to Parking Area 2 and the reference to Entry System 1
shall be deemed to be a reference to Entry System 2.


3.      Expiration and termination of Tenant's rights

        The rights contained in clause 2 shall automatically and
immediately terminate on the earlier of the following events
occurring:

(a)     assignment of the Unit 8 Lease only or the Tenant
ceasing for any reason to be tenant under the Unit 8
Lease;

(b)     the End of the Term of the Leases;

(c)     the End of the Term of the Unit 8 Lease alone;

(d)     the Tenant is the tenant under the Unit 9 Lease only;

(e)     the Landlord exercises its rights of re-entry in
accordance with clause 10 of the Leases in respect of
the Leases or the Unit 8 Lease alone (save where the
Tenant successfully obtains relief from forfeiture
from a court of competent jurisdiction in relation to
any such re-entry);

(f)     the Tenant serving written notice on the Landlord to
the effect that the Tenant with immediate effect
surrenders such rights.


4.      Tenant's covenants
(1)     The Tenant covenants with the Landlord to comply with the
obligations set out in this clause.

(2)     Before starting the Works the Tenant shall at its own expense:

(a)     obtain all Consents;

(b)     produce to the Landlord and obtain the Landlord's written
acknowledgement (which the Landlord shall not unreasonably
withhold or delay) that the Consents obtained for the
Works (if any) are satisfactory to the Landlord; and

(c)     give full particulars of the Works to the insurers of the
Property, obtain their consent to the Works, produce the
consent to the Landlord immediately upon its receipt and
pay any additional premium which the insurers may require.

(3)     The Tenant shall carry out and complete the Works:

(a)     in a good and workmanlike manner using good quality
materials fit for the purpose for which they will be used;

(b)     in compliance with every enactment, every instrument,
rule, order, regulation or by-law, including those of
every local authority and every supply authority or other
competent authority which has any jurisdiction with regard
to the Works or with whose systems the Works are to be
connected;

(c)     in accordance with good building practice;

(d)     to the reasonable satisfaction of the Landlord's
surveyors; and

(e)     in accordance with the terms of all Consents.

(4)     The Tenant shall take all proper and sufficient precautions
during the progress of the Works so that the Tenant:

(a)     causes as little inconvenience and disturbance as possible
(whether by noise, dust, vibration or otherwise) to the
Landlord or the occupiers of adjoining or neighbouring
property; and

(b)     shall not at any time damage or render unsafe the
structure of the whole or any part of the Estate or any
plant or machinery in such property but shall forthwith
make good any damage occasioned by the carrying out of the
Works to any such property as is mentioned in this
paragraph.

(5)     The Tenant shall use all reasonable endeavours to ensure that
anyone involved in the design of the Works understands and
complies with the requirements of Regulation 13 of the CDM
Regulations.

(6)     If the Works are notifiable (as defined in Regulation 2(4) of
the CDM Regulations) and five or more people will be involved in
the Works at any one time, the Tenant shall:

(a)     act as the sole client in respect of the Works for the
purposes of the CDM Regulations and issue a declaration to
that effect pursuant to Regulation 4 of the CDM
Regulations;

(b)     appoint a competent planning supervisor and a competent
principal contractor pursuant to its obligations under the
CDM Regulations;

(c)     provide the Landlord with a full and complete copy of the
health and safety plan (as defined in the CDM Regulations)
prior to the commencement of the Works;

(d)     provide the Landlord with a full and complete copy of the
health and safety file (as defined in the CDM Regulations)
within 30 days of practical completion of the Works.

(7)     The Tenant shall indemnify the Landlord from liability in
respect of all loss, damage, actions, proceedings, claims,
demands, costs, damages and expenses:

(a)     arising out of any breach of the provisions of this deed;
or

(b)     in respect of any injury to or the death of any person or
damage to any property due to the carrying out or
existence of the Works ; or

(c)     in respect of the infringement, disturbance or destruction
of any right of a third party due to the carrying out or
existence of the Works

and shall insure against any liability arising under sub
paragraph (b) to the reasonable satisfaction of the Landlord.

(8)     The Tenant shall notify the Landlord's surveyors of the date of
commencement and completion of the Works and shall permit the
Landlord and its surveyors to inspect the Works at all
reasonable times.

(9)     The Tenant shall pay any charge, levy or tax that may be imposed
under any Act of Parliament, bye-law or regulation as a result
of the Works, whether on the Landlord or on the Tenant, and
shall indemnify the Landlord from any liability in respect of
such charge, levy or tax.

(10)    Any equipment or apparatus from time to time comprised in the
Works shall be maintained by the Tenant at its own cost in good
and substantial repair and condition.

(11)    Upon the expiration or termination of the Parking Area 1 Rights
or the Parking Area 2 Rights the Tenant shall forthwith:

(a)     remove all equipment installed pursuant to clause 2
including Entry System 1 where the Parking Area 1 Rights
have terminated and Entry System 2 where the Parking Area
2 Rights have terminated;

(b)     cease to employ the security measures referred to in
clause 2(2) where the Parking Area 1 Rights have
terminated and in clause 2(3) where the Parking Area 2
Rights have terminated;

(c)     reinstate Parking Area 1 where the Parking Area 1 Rights
have terminated and Parking Area 2 where the Parking Area
2 Rights have terminated; and

(d)     carry out any works required as a condition of any Consent

and in each case making good all damage to Parking Area 1 and
Parking Area 2 respectively and to the Estate.

(12)    The Tenant shall carry out the works of reinstatement required
by sub-clause (11) at its own expense and in a good and
workmanlike manner and to the reasonable satisfaction of the
Landlord or their surveyors.

(13)    The Tenant shall pay on demand the reasonable and proper fees,
expenses and disbursements of the Landlord and its surveyors and
any other professional advisers (together with any Value Added
Tax on them) incurred by the Landlord relating to the approvals
required by this deed and any works of removal and re-
instatement the Tenant is required to undertake in accordance
with this deed.


5.      Landlord's covenants
        The Landlord hereby covenants with the Tenant as follows:

(a)     for so long as the respective terms created by the Unit 8
Lease and the Unit 9 Lease shall remain vested in the
Tenant the Landlord will not grant to any other person any
rights in respect of the parking of vehicles on or over
Parking Area 1; and

(b)     for so long as the term created by the Unit 8 Lease
remains vested in the Tenant the Landlord will not grant
to any other person any rights in respect of the parking
of vehicles on or over Parking Area 2,

(c)     during the subsistence of the rights granted by clause
2(2) or clause 2(3) the Landlord shall give to the Tenant
at least 3 working days prior notice (save in case of
emergency) of the date on which the Landlord (or its agent
or contractors as the case may be) intends to enter on to
Parking Area 1 or Parking Area 2 (as appropriate) for any
purpose which may substantially interfere with or impair
the Tenant's ability to exercise the rights granted to it
in this deed.


6.      Alienation

The Tenant may not assign, underlet, charge or otherwise deal
with its rights under this deed.


7.      Transfer of the Landlord's interest
        If the Landlord transfers the reversion immediately expectant
upon the determination of the Leases the Landlord may procure
that any transferee enters into a deed with the Tenant to
observe the covenants on the Landlord's part contained in clause
5 and on delivery of such deed to the Tenant the Landlord shall
be automatically released from its obligations under such clause
(save in respect of any rights the Tenant may have against the
Landlord in respect of any prior breach of such covenant by the
Landlord).

8.      Guarantor's covenants
(1)     The Guarantor guarantees to the Landlord the performance of all
the liabilities and obligations of the Tenant under this deed
and shall indemnify the Landlord against all losses, damages,
costs and expenses arising or incurred by the Landlord as a
result of the non-payment or non-performance of those
obligations or liabilities.

(2)     The obligations of the Guarantor under this deed:

(a)     constitute a direct, primary and unconditional liability
to pay on demand to the Landlord any sum which the Tenant
is liable to pay under this deed and to perform on demand
by the Landlord any obligation of the Tenant under this
deed without the need for any recourse on the part of the
Landlord against the Tenant; and

(b)     will not be affected by:-

          (i)     any time or indulgence granted to the Tenant by the
          Landlord;

          (ii)    any legal limitation, disability or other
          circumstances relating to the Tenant or any
          irregularity, unenforceability or invalidity of any
          obligations of the Tenant under this deed;

          (iii)   any licence or consent granted to the Tenant, any
          variation in the terms of this deed or any variation
          in the terms of the Leases or any one or more of
          them;

          (iv)    the release of one or more of the parties defined as
          the Guarantor (if more than one); or

          (v)     any other act, omission, matter or thing whereby
          (but for this provision) the Guarantor would be
          exonerated in whole or in part from this guarantee
          other than a release under seal given by the
          Landlord.

(3)     So long as this guarantee remains in force the Guarantor shall
not:

(a)     in the event of any bankruptcy, liquidation,
rehabilitation, moratorium or other insolvency proceedings
relating to the Tenant, claim or prove as creditor in
competition with the Landlord; or

(b)     be entitled to claim or participate in any security held
by the Landlord in respect of the obligations of the
Tenant under this deed; or

(c)     exercise any right of set-off against the Tenant.

(4)     If the Landlord brings proceedings against the Tenant, the
Guarantor shall be bound by any findings of fact, interim or
final award of interlocutory or final judgment made by an
arbitrator or the court in those proceedings insofar as the same
relate to the subject matter of this deed PROVIDED THAT the
Landlord shall have served a copy of the writ summons petition
or similar process which initiated such proceedings on the
Guarantor before the expiry of 7 days after such proceedings
were initiated

9.      Declarations
It is agreed and declared that:

(a)     the Tenant shall not be entitled to any compensation in
respect of the Works or the reinstatement of Parking
Area 1 and Parking Area 2 following the removal of the
Works;

(b)     this deed and any approval of the Works by or on behalf of
the Landlord is granted without any liability on the part
of the Landlord or its surveyors or other agents, whether
for the design or carrying out of the Works or otherwise;

(c)     the Works shall be and shall remain at the sole risk of
the Tenant;

(d)     the Tenant is not granted and shall not acquire any rights
over Parking Area 1 or Parking Area 2 save as specifically
set out in this deed; and

(e)     any decrease in the rental value of the Property as a
result of this deed shall be disregarded on any rent
review under the Leases or any one of them.

10.     Joint and several liability
Where the Tenant or the Guarantor is more than one person:

(a)     those persons shall be jointly and severally responsible
in respect of every obligation undertaken by them under
this deed; and

(b)     the Landlord may release or compromise the liability of
any of those persons under this deed or grant any time or
other indulgence without affecting the liability of any
other of them.

11.     Notices
Any notice or other document served under this deed shall be in
writing and may be served in any way in which a notice required
or authorised to be served under Section 196 of the Law of
Property Act 1925 (as amended or re-enacted) may be served.

12.     Jurisdiction
This deed shall be governed by and construed in accordance with
English law and the parties irrevocably agree that the courts of
England are to have exclusive jurisdiction to settle any
disputes which may arise out of or in connection with this deed.


IN WITNESS of which this deed has been executed as a deed and has been
delivered on the date first appearing on Page 1.


                                   THE SCHEDULE

                                      Part 1
                                      ------

Lease or underlease:    Lease of Unit 8
Premises demised        Unit 8 Phase 3 Matrix Park, Coronation Road, Park
                        Royal, London NW10
Date:
Parties:                (1)     Lloyds Bank Plc (as trustee of Schroder Exempt
                                Property Unit Trust)
                        (2)     Exodus Internet Limited
                        (3)     Exodus Communications Inc
Term:                   25 years from

                                      Part 2
                                      ------

Lease or underlease:    Lease of Unit 9

Premises demised        Unit 9 Phase 3 Matrix Park, Coronation Road, Park
                        Royal, London NW10


Date:

Parties:                (1)     Lloyds Bank Plc (as trustee of Schroder Exempt
                                Property Unit Trust)
                        (2)     Exodus Internet Limited
                        (3)     Exodus Communications Inc

Term:                   25 years from


SIGNED as a deed by                             )
                        Trust Manager           )
as attorney for LLOYDS BANK PLC                 )
in the presence of:                             )


Witness's
Signature : .....................................................

Name : ...........................................................

Address : ........................................................

 ......................................................................
 .

 ......................................................................
 .










PY409042




EXECUTED and DELIVERED as a deed by             )
EXODUS INTERNET LIMITED                         )
acting by two Directors or a Director and its   )
Company Secretary                               )


                                                 Director
                                                 Director/Secretary




SIGNED and DELIVERED as a deed by               )
EXODUS COMMUNICATIONS INC                       )
acting by its Authorised Signatory Richard      )
Stoltz in accordance with the constitution      )
of the Company and the country in which it is   )
incorporated                                    )



                                                 Authorised Signatory













PY0439735.01



                      DATED                                    1999




                                   LLOYDS BANK PLC
                  (as trustee of Schroder Exempt Property Unit Trust)


                                       and


                               EXODUS INTERNET LIMITED


                                       and


                              EXODUS COMMUNICATIONS INC





                           _______________________________

                                       DEED

                           relating to car spaces used in
                             connection with leasehold
                          premises being Units 8 & 9, Phase
                          3, Matrix Park, Coronation Road,
                             Park Royal,  London, NW10
                           _______________________________















                                   ALLEN & OVERY
                                      LONDON
                                    PY0439735.01
<PAGE>


                                H.M. LAND REGISTRY

                         Land Registration Acts 1925-1988


County & District:              London Boroughs of Ealing and Brent

Title Number:                   AGL 54738

Property:       Land between Unit 7 Phase 1 Matrix Park
Coronation Road  Park Royal and Unit 8 Phase 3
Matrix Park, Coronation Road, Park Royal,
London NW10


THIS  LEASE  is made on                                        , 1999

BETWEEN:

(1)     LLOYDS BANK PLC (registered number 2065) (as trustee of Schroder
Exempt Property Unit Trust) whose registered office is at 71
Lombard Street, London EC3P 3BS (the "Landlord");

(2)     EXODUS INTERNET LIMITED (registered number 3591136) whose
registered office is at Fountain Precinct  Balm Green  Sheffield
South Yorkshire  S1 1RZ (the "Tenant"); and

(3)     EXODUS COMMUNICATIONS INC of 2650 San Thomas Expressway, Santa
Clara CA95051, USA (the "Guarantor").

This Lease is a new tenancy for the purposes of section 1 of the
Landlord and Tenant (Covenants) Act 1995.


THIS DEED WITNESSES as follows:

1.      DEFINITIONS
In this Lease:

"authorised guarantee agreement" means an authorised guarantee
agreement as defined in section 16 of the Landlord and Tenant
(Covenants) Act 1995;

"Business Day" means a day (other than a Saturday or Sunday) on
which banks are generally open in London for normal business;

"Clearing Bank" means a bank which is a member of CHAPS Clearing
Company Limited;

"Common Parts" means the roads, footpaths, service areas, car
parks, loading bays, landscaped and open areas, entrances and
other areas from time to time during the Term provided by the
Landlord for common use by the tenants of the Estate (but shall
not include any such items as may exclusively serve and be
demised to a tenant of any Units);

"Conduits" includes those for sewage, water, gas, electricity,
telecommunications and data processing;

"Default Interest Rate" means four per centum per annum above
the Interest Rate;

"End of the Term" includes the expiry of the Term by effluxion
of time or the determination of the Term by forfeiture,
surrender, merger, notice or in any other way;

"Estate" means Phases 1 and 3 Matrix Park Coronation Road Park
Royal London NW10 the present extent of which is shown edged
green on the Estate Plan but such expression shall mean such
greater or lesser area which shall include the Property and
which shall from time to time be managed by the Landlord as a
single estate (including all buildings and other structures on
and all parts of such estate);

"Estate Plan" means the plan numbered A3159/0/38 annexed to this
Lease;

"Guarantor" includes the person named in this Lease as
guarantor, if any, and any other person who is for the time
being a guarantor in respect of the Tenant's obligations under
this Lease and his personal representatives and successors;

"Insured Risks" means fire, lightning, explosion, earthquake,
aircraft and other aerial devices and articles dropped from
them, escape of oil, impact by vehicles or animals, riot, civil
commotion, strikes and labour disturbances, storm, flood,
bursting and overflowing of water tanks, apparatus or pipes and
other risks against which the Landlord reasonably decides from
time to time to insure and any other risks that the Tenant shall
reasonably require to be included and which the insurers shall
accept subject to such exclusions, limitations and excesses as
are imposed by its insurers and to the extent to which the risks
mentioned in this definition are insurable with the Landlord's
insurers but shall include loss or damage by acts of terrorism
if and only to the extent that the Landlord has insured against
acts of terrorism;

"Interest Rate" means the base rate for the time being of Lloyds
Bank Plc or of another Clearing Bank designated from time to
time by the Landlord or if there is no such base rate the rate
from time to time prescribed under section 32 of the Land
Compensation Act 1961;

        "Landlord" includes the person for the time being entitled to
the reversion immediately expectant on the End of the Term;

"Lease" means this lease, all deeds varying this lease and all
licences and consents granted under this lease or under any deed
of variation;

"Lettable Areas" means all buildings on the Estate designed to
be let for commercial use;

"Plan" means the plan annexed to this Lease numbered A3159-
003.P01;

"Planning Acts" means the Town and Country Planning Act 1990,
the Planning (Listed Building and Conservation Areas) Act 1990,
the Planning (Hazardous Substances) Act 1990, the Planning
(Consequential Provisions) Act 1990 and the Planning and
Compensation Act 1991;

"Property" means the property described in Schedule 1 and every
part of it and all additions and alterations to it and includes
(without limitation):

        (a)     every part of all buildings and other structures now or
during the Term on the property including walls, roofs,
foundations, load-bearing parts, doors, windows and
Conduits exclusively serving the Property;

        (b)     landlord's fixtures and fittings;

(c)     electrical and mechanical installations, plant, equipment
and machinery; and

(d)     boundary walls and fences (if any);

but excludes any part of the buildings which comprise Unit 7 and
Unit 8;

"Quarter Days" means 25th March, 24th June, 29th September and
25th December in every year;

"Rent" includes all sums reserved as rent by this Lease;

"Retained Areas" means the whole of the Estate other than the
Units;

"Tenant" includes the Tenant's successors in title;

"Term" means the term granted by this Lease and any continuation
or extension of it;

"Term Commencement Date" means the date of commencement of the
Term specified in clause 3(1);

"Unit Leases" means each and all of the Unit 7 Lease and the
Unit 8 Lease;

"Units" means the units of accommodation on the Estate that are
let or otherwise exclusively occupied or designed or intended
for letting or exclusive occupation and "Unit" shall mean any
one of them;

"Unit 7" means the premises briefly described in Part 1 of
Schedule 7 being the premises demised by and more particularly
described in the Unit 7 Lease;

"Unit 7 Lease" means the document short details of which are set
out in Part 1 of Schedule 7 and where the context permits
includes any documents supplemental or collateral to it;

"Unit 8" means the premises briefly described in Part 2 of
Schedule 7 being the premises demised by and more particularly
described in the Unit 8 Lease;

"Unit 8 Lease" means the premises briefly described in Part 2 of
Schedule 7 being the premises demised by and more particularly
described in the Unit 8 Lease;

"VAT" means value added tax and any imposition or levy of a like
nature; and

"VATA 1994" means the Value Added Tax Act 1994.


2.      INTERPRETATION
(1)     Where there are two or more persons included in the expressions
"the Landlord", "the Tenant" or "the Guarantor" each reference
to the Landlord, the Tenant or the Guarantor includes a separate
reference to each of those persons.

(2)     Any reference, express or implied, to an enactment includes
references to:

(a)     that enactment as amended, extended or applied by or under
any other enactment (before or after this Lease);

(b)     any enactment which that enactment re-enacts (with or
without modification);

(c)     any subordinate legislation made (before or after this
Lease) under that enactment, as amended, extended or
applied as described in paragraph (a) above or under any
enactment referred to in paragraph (b) above; and

(d)     any consents, licences and permissions given (before or
after this lease) under that enactment, as amended,
extended or applied as described in paragraph (a) above or
under any enactment referred to in paragraph (b) above or
under that subordinate legislation and any conditions
contained in those consents, licences and permissions.

(3)     Any reference, express or implied, to enactments generally
includes subordinate legislation and any legislation of the
European Union that is directly applicable in the United Kingdom
and includes existing enactments and those that come into effect
during the Term.

(4)     Sub-clauses (1) to (3) above apply unless the contrary intention
appears.

(5)     The headings in this Lease do not affect its interpretation.


3.      LEASE
(1)     The Landlord lets the Property to the Tenant together with the
rights set out in Schedule 2 but except and reserving to the
Landlord the rights set out in Schedule 3 for the term of twenty
five years commencing on and including [
] subject to all rights and covenants affecting the Property
including (without prejudice to the generality of the foregoing)
the matters contained or referred to in Schedule 4 at the yearly
rent specified in clause 4.

(2)     The rights granted to the Tenant are granted in common with the
Landlord, any person authorised by the Landlord and everyone
else having the like or similar rights.

(3)     This Lease does not include any rights other than those set out
in Schedule 2.

(4)     The rights excepted and reserved to the Landlord are also
excepted and reserved to those authorised by the Landlord and
everyone else entitled to them.


4.      RENT
(1)     Rent
The yearly rent shall be one peppercorn (if demanded).


(2)     Rent payment dates
The yearly rent is payable without any deduction in advance on
each anniversary of the Term Commencement Date.


5.      TENANT'S COVENANTS
(1)     Introduction
The Tenant covenants with the Landlord to comply with its
obligations set out in this clause and in clauses 7 and 8.

(2)     Rent
The Tenant shall:

(a)     pay the yearly rent to the Landlord at the times and in
the manner referred to in clause 4 without any deduction;
and

(b)     not exercise or seek to exercise any right or claim to
withhold rent or any right or claim to legal or equitable
set-off.

(3)     Outgoings
The Tenant shall:

(a)     pay all present and future Outgoings assessed, charged or
imposed on, or payable in respect of the Property or
assessed, charged or imposed on, or payable by the owner
or occupier of the Property;

(b)     pay the proportion properly attributable to the Property
of all Outgoings assessed, charged or imposed on or
payable in respect of the Property and other properties or
assessed, charged or imposed on or payable by the owner or
occupier of the Property and other properties;

(c)     pay all charges for the supply to and consumption at the
Property of water, gas and electricity and all charges for
telecommunications (including equipment rents) and observe
and perform all regulations of the supply authorities;

(d)     where such charges as are referred to in paragraph (c) are
made in relation to the Property and other properties or
upon the owner or occupier of the Property and other
properties, pay the suppliers and indemnify the Landlord
against the proportion of those charges properly
attributable to the Property or its owner or occupier; and

(e)     if the Landlord loses rating relief because it has been
allowed to the Tenant or any other person deriving title
under the Tenant during the Term, make good that loss to
the Landlord.

In this sub-clause "Outgoings" means rates, taxes, duties,
charges, assessments, impositions and outgoings whether
parliamentary, parochial, local or of any other description and
whether of the nature of capital or revenue and even though of a
wholly novel character and the proportion referred to in
paragraphs (b) and (d) shall be determined by the Landlord
acting reasonably and shall be conclusive save as to questions
of law and save in cases of manifest error.

(4)     Repair
The Tenant shall:

(a)     put and keep the Property in good repair and condition,
but shall not be obliged to repair damage caused by an
Insured Risk save where:

          (i)     the damage is not insured because of an exclusion,
          limitation or excess imposed by the insurers; or

          (ii)    and to the extent that the insurance monies are
          irrecoverable in whole or in part because of the
          act, default or omission of the Tenant, any person
          deriving title under the Tenant or anyone at the
          Property with the express or implied authority of
          any of them;

(b)     replace all the Landlord's fixtures and fittings in the
Property which become beyond repair during the Term with
those of no lesser quality;

(c)     keep all windows and other glass in the Property (both
inside and outside) clean, cleaning them at least once a
month and more frequently where necessary;

(d)     keep any open area within the Property adequately surfaced
(where appropriate) in good condition, properly cultivated
(where landscaped) and free from weeds;

(e)     enter into and maintain throughout the Term fully
comprehensive maintenance contracts in respect of all
plant, equipment and machinery forming part of the
Property with a reputable company or companies and produce
the contracts to the Landlord on demand with evidence that
any payments due under them are paid up to date;

(f)     ensure that the electrical circuits within the Property
comply with the then current regulations of the Institute
of Electrical Engineers or other amended standards or
recommended current codes of practice (save that this
shall not obligate the Tenant to upgrade the existing
circuits within the Property save where it is unlawful not
to do so); and

(g)     notify the Landlord of all defects in the Property which
are relevant defects for the purpose of section 4 of the
Defective Premises Act 1972.

(5)     Redecoration
The Tenant shall redecorate the exterior of the Property in
every third year and in the last year of the Term and the
interior of the Property in every fifth year and in the last
year of the Term in colours and patterns which, in the case of
external decorations, shall be first approved by the Landlord at
all times during the Term and, in the case of internal
decorations, shall be first approved by the Landlord in the last
year of the Term.  The Tenant shall also have all parts of the
Property requiring treatment for their preservation and
protection treated in accordance with the best approved manner
for preserving and protecting them.  All works under this sub-
clause shall be carried out in a good and workmanlike manner and
with suitable, good quality materials.

In this sub-clause the "last year of the Term" means the period
of 12 months ending at the End of the Term and all approvals
shall not be unreasonably withheld or delayed by the Landlord.

(6)     Entry by the Landlord
The Tenant shall:

(a)     permit the Landlord to enter the Property to examine its
condition and take inventories;

(b)     permit the Landlord to enter the Property to exercise any
of the rights reserved to the Landlord by this Lease and
for any other reasonable purpose connected with the
management of the Estate subject to the Landlord making
good to the Tenant all damage to the Property but not
being obliged to compensate the Tenant for any loss
suffered by the Tenant or for any nuisance, annoyance,
inconvenience, noise or vibration;

(c)     permit the Landlord to enter the Property and inspect and
measure the Property for all purposes connected with
insurance of the Property; and

(d)     furnish all information relevant for those purposes as the
Landlord or anyone having a right of entry under this sub-
clause may reasonably request.

Except in case of emergency the Landlord shall give the Tenant
reasonable prior written notice before exercising the right of
entry and shall comply with the Tenant's reasonable security and
confidentiality requirements.  After notice or in case of
emergency the Landlord may break into the Property.  Such rights
shall be exercised in a reasonable manner and in such a way so
far as reasonably practicable as not to prevent the Tenant's
beneficial user and enjoyment of the Property and to use
reasonable endeavours not to damage or interfere with any
equipment or machinery or data transmission and storage
facilities in the Property and shall make good any damage
caused.

(7)     Remedy breaches
The Tenant shall remedy all breaches of covenant notified by the
Landlord to the Tenant which the Tenant is liable to remedy
under this Lease as soon as possible and in any event within
three months or sooner if appropriate after service of the
notice.  If the Tenant fails to do so the Landlord may enter the
Property and remedy the breach and such entry shall be subject
to the same conditions as referred to in clause 5(6).  All costs
and expenses incurred by the Landlord shall be paid by the
Tenant within 14 days of written demand.

(8)     Alterations
The Tenant shall:

(a)     not make any alteration or addition to the Property other
than the erection of a covered connecting corridor between
Unit 7 and Unit 8 (as indicated on plan G1 dated 26th
April 1999 a copy of which is annexed hereto) in
accordance with drawings and specifications to be first
approved by the Landlord such approval not to be
unreasonably withheld or delayed and thereafter the
erection, alteration or removal of internal, non
structural, demountable partitioning situate within such
corridor;

(b)     save where the Landlord is obliged to grant a further
lease of the Property pursuant to Clause 18 before the End
of the Term if required to do so by the Landlord but not
otherwise, remove the covered connecting corridor referred
to in paragraph (a) and any other alteration or addition
(including any made before the beginning of the Term) and
make good all damage caused by the removal.

(9)     Signs
The Tenant shall:

(a)     not display on the Property any signs visible from outside
the Property;

(b)     not affix to the Property any external radio, television
or other aerial or satellite dish or any pole, mast, flag
or wire.

In this sub-clause "signs" includes signs, hoardings, posters,
placards, advertisements, letters, bills and inscriptions.

(10)    Use
The Property shall not be used for any purpose other than as a
connecting corridor between Unit 7 and Unit 8 and otherwise as
open space.

(11)    Use obligations
The Tenant shall:

(a)     use any open area within the Property only for the purpose
for which it is designed and not keep any caravan or
temporary building on it;

(b)     not leave the Property unoccupied for more than a month
without notifying the Landlord and providing the security
arrangements reasonably required by the Landlord and its
insurers;

(c)     not do anything on the Property which may become a
nuisance or damage to the Landlord or any nearby owner or
occupier;

(d)     not allow to pass into the Conduits serving the Property
anything that may obstruct them or cause damage, danger or
pollution or anything poisonous or radioactive;

(e)     not bring onto or keep in the Property anything dangerous,
inflammable, explosive, or noxious save for materials
ordinarily and properly used in connection with
alternative power generation provided that such materials
are safely stored and are otherwise in accordance with all
statutory requirements and the reasonable requirements of
insurers;

(f)     not use the Property for any illegal purpose or for any
dangerous, noxious, or noisy occupation;

(g)     not use the Property for the holding of public meetings or
auction sales or as a residence or sleep at the Property
or keep any animal on it;

(h)     not overload the Property or its Conduits;

(i)     remove all refuse on a reasonably frequent basis but no
less than once a week and keep the Property clean, tidy
and in good order;

(j)     not obstruct any road or footpath on the Estate and not do
anything as a result of which reasonable use of the Common
Parts by others may be impeded; and

(k)     not park vehicles on or load or unload goods onto or from
vehicles on the Property.

(12)    Statutory requirements
The Tenant shall comply with every enactment and with the
requirements and recommendations of every authority relating to
or affecting the Property or its use or the employment of anyone
at the Property or any equipment or chattels in the Property and
whether applicable to the owner, landlord, tenant or occupier of
the Property save that this obligation shall not include
responsibility for compliance with anything relating to
remediation of any contamination affecting the Property which
was caused before the date hereof.

In this sub-clause "authority" includes every government
department, local or other authority and court of competent
jurisdiction.

(13)    Notices
The Tenant shall:

(a)     give the Landlord a copy of every notice or order or any
proposal for a notice or order issued to the Tenant, its
sub-tenants or any occupier of the Property or left at the
Property relating to the Property or the Tenant's its sub-
tenants or any occupiers use thereof within five Business
Days of its service;

(b)     (if it is the Tenant's responsibility to so comply in
accordance with the terms of this Lease) take all steps
necessary to comply with every notice or order without
delay; and

(c)     at the request and cost of the Landlord make or join with
the Landlord in making such objections or representations
in respect of the notice, order or proposal as the
Landlord shall reasonably require.

(14)    Fire authority requirements
The Tenant shall comply with all requirements and
recommendations of the appropriate authority and the Landlord's
insurers and all reasonable requirements of the Landlord as to
means of escape from the Property and from Unit 7 and Unit 8 in
case of fire or other emergency and as to the provision and
maintenance of fire detection equipment, fire alarm equipment
and fire fighting equipment.

(15)    Planning Acts
The Tenant shall:

(a)     comply with the Planning Acts in relation to the Property,
any operations carried out at the Property and its use and
not commit any breach of planning control (as defined in
the Planning Acts);

(b)     obtain from the local planning authority planning
permission for the carrying out of any operation on the
Property or the institution or continuance of any use
which may constitute development within the meaning of the
Planning Acts;

(c)     not make any application for planning permission without
the Landlord's prior consent to the making of the
application, indemnify the Landlord against all charges
payable in respect of the application and repay to the
Landlord all reasonable and proper professional fees and
expenses properly incurred by the Landlord in connection
with the application;

(d)     forthwith after the grant or refusal of any application
give the Landlord a copy of the permission or the refusal;

(e)     not make any alteration or addition to or change of use of
the Property (being an alteration or addition or change of
use which is prohibited by or for which the consent of the
Landlord must be obtained under this Lease and for which a
planning permission must be obtained) before planning
permission for it has been produced to the Landlord and
acknowledged by the Landlord as satisfactory to it but so
that the Landlord may refuse to express satisfaction with
the planning permission on the grounds that anything
contained in it or omitted from it in the reasonable
opinion of the Landlord would be or be likely to be
materially prejudicial to the Landlord's interest in the
Property during the Term or after the End of the Term such
acknowledgement from the Landlord shall not be
unreasonably delayed;

(f)     pay any charge imposed under the Planning Acts in respect
of the carrying out of any operation or the institution or
continuance of any use;

(g)     unless the Landlord directs otherwise, carry out before
the End of the Term all works required to be carried out
as a condition of any planning permission which may have
been granted and implemented during the Term whether or
not the date by which the planning permission requires
those works to be carried out falls within the Term;

(h)     pay to the Landlord within 14 days of written demand a
fair and reasonable proportion of any compensation
received by the Tenant because of a restriction on the use
of the Property under the Planning Acts, any dispute as to
the proportion to be referred to arbitration;

(i)     produce to the Landlord all drawings, documents and other
evidence reasonably required by the Landlord to satisfy
itself that this sub-clause has been complied with;

(j)     not implement any planning permission without providing
reasonable security if reasonably required for compliance
with the conditions imposed by that permission;

(k)     not serve any purchase notice under the Planning Acts
requiring any authority to purchase the Tenant's interest
in the Property without first offering to surrender this
Lease at the price which might reasonably be expected to
be obtained from the authority under the purchase notice,
any dispute as to the amount of the price to be referred
to arbitration;

(l)     not to make any objection or adverse representation in
respect of any planning application made by or with the
consent of the Landlord:

          (i)     within 12 months before the date specified in clause
          14 of this Lease if the Tenant has served the notice
          referred to in that clause; or

          (ii)    within 12 months before the End of the Term unless
          the Tenant has exercised its right to call for a new
          lease under the provisions of clause 18;

          and in either case this clause shall not prevent the
          Tenant making such objections if it is entitled to do so
          under a lease of another Unit on the Estate.

(16)    Obstruction
The Tenant shall not:

(a)     stop up, darken or obstruct any window or opening
belonging to the Property save as part of the Tenant's
usual security measures; or

(b)     give to any third party any acknowledgement that the
Tenant enjoys the access of light or air to any of the
windows or openings in the Property by the consent of a
third party; or

(c)     pay to any third party any sum of money or enter into any
agreement with any third party for the purpose of inducing
or binding him to abstain from obstructing the access of
light or air to any windows or openings.

(17)    Obstruction proceedings
If any of the owners or occupiers of nearby land or buildings do
or threaten to do anything which obstructs the access of light
or air to any of the windows or openings in the Property the
Tenant shall:

(a)     notify the same forthwith to the Landlord; and

(b)     permit and afford all reasonable assistance to the
Landlord to bring proceedings in the name of the Tenant
and at the joint cost of the Landlord and Tenant against
any of the owners or occupiers of the nearby land or
buildings in respect of the obstruction.

(18)    Acquisition of rights
The Tenant shall not allow any easement to be acquired over the
Property.  If any such easement is acquired or attempted to be
acquired, the Tenant shall give immediate notice of it to the
Landlord and at the request of the Landlord but at the cost of
the Tenant adopt the course reasonably required by the Landlord
for preventing the acquisition of the easement.

(19)    Party Matters
        The Tenant shall pay a fair proportion of all costs and expenses
payable in respect of repairing, lighting, cleansing and
maintaining anything used in common by the Property and any
other property.  The proportion shall be determined by the
Landlord and shall be conclusive save as to questions of law and
save in the case of manifest error.

(20)    New Guarantor
If a guarantor's event of default occurs, the Tenant shall give
notice to the Landlord of the event within ten Business Days of
its occurrence.  If the Landlord serves notice on the Tenant
under this sub-clause within thirty Business Days of service of
the Tenant's notice, the Tenant shall procure that guarantors
reasonably acceptable to the Landlord shall covenant by deed
with the Landlord in the form set out in Schedule 5.

In this sub-clause a guarantor's event of default is any of the
following:

(a)     in the case of a Guarantor who is an individual:

          (i)     the death of the individual;

          (ii)    the individual being regarded as a patient under the
          Mental Health Act 1983 section 94;

          (iii)   an application being made for an interim order in
          respect of the individual or an interim order being
          made under the Act;

          (iv)    the making by the individual of a proposal for a
          voluntary arrangement;

          (v)     a petition being presented for a bankruptcy order to
          be made against the individual or a bankruptcy order
          being made;

(b)     in the case of a Guarantor which is a company:

          (i)     a proposal being made to the company and to its
          creditors for a voluntary arrangement;

          (ii)    a petition being presented for an administration
          order in respect of the company or an administration
          order being made;

          (iii)   the company having an administrative or other
          receiver or a manager appointed of the whole or any
          part of its property;

          (iv)    the company passing a resolution for winding up or a
          petition being presented for the winding up of the
          company or a winding up being made or the company
          being dissolved other than (in any such case) a
          voluntary winding up of a solvent company for the
          purposes of amalgamation or reconstruction;

          (v)     the company, having been registered as an unlimited
          company, being re-registered as a limited company
          without the previous consent of the Landlord;

(c)     in the case of a Guarantor who is an individual or which
is a company:

          (i)     the individual or the company entering into any kind
          of composition, scheme of arrangement, compromise or
          arrangement for the benefit of creditors or any
          class of creditors or permitting or suffering any
          distress or execution to be levied on his goods at
          the Property which remains unsatisfied for more than
          21 days;

          (ii)    there occurring in relation to the individual or the
          company in any country or territory in which he
          carries on business or to the jurisdiction of whose
          courts he or any of his property is subject any
          event which corresponds in that country or territory
          with any of those mentioned in paragraphs (a)(iii)
          to (v) or (b) above or the individual or the company
          otherwise becoming subject in any such country or
          territory to any law relating to insolvency,
          bankruptcy or winding up.

(21)    Costs
The Tenant shall pay the reasonable and proper costs and
expenses incurred by the Landlord:

(a)     in or in contemplation of any proceedings relating to the
Property under the Law of Property Act 1925 sections 146
and 147, or the Leasehold Property (Repairs) Act 1938, the
preparation and service of any notice under those sections
or the taking of steps subsequent to such notice
notwithstanding that forfeiture is avoided otherwise than
by relief granted by the Court;

(b)     in the preparation and service of any notice to repair or
any schedule of dilapidations at any time during the Term
or after the End of the Term;

(c)     in connection with the recovery of arrears of Rent or
other sums due to the Landlord under this Lease including
the levy or attempted levy of any distress; and

(d)     in respect of any application for consent required by this
Lease whether or not the consent is granted (including any
inspection of works authorised by the consent and of any
re-instatement of those works).

Where the Landlord could recover the cost of services or advice
under the first part of this sub-clause if they were undertaken
by a third party but those services or that advice are provided
by the Landlord or by a company which is a member of the same
group as the Landlord (within the meaning of section 42 of the
Landlord and Tenant Act 1954), the Tenant shall pay to the
Landlord or to that company a reasonable sum (plus VAT if
payable) for such services or advice but not more than the
amount payable by the Tenant if those services or that advice
had been provided by a third party

(22)    Indemnity
The Tenant shall:

(a)     pay and make good to the Landlord every loss and damage
incurred or sustained by the Landlord as a consequence of
every breach or non-observance of the Tenant's covenants
contained in this Lease and shall indemnify the Landlord
against all actions, claims, liabilities, costs and
expenses arising by reason of the breach; and

(b)     indemnify and keep the Landlord indemnified from liability
in respect of all loss, damage, actions, proceedings,
claims, demands, costs, damages and expenses in respect of
any injury to or the death of any person or damage to any
property or in respect of the infringement, disturbance or
destruction of any right by reason of or arising in any
way directly or indirectly out of:

          (i)     the state of repair or condition of the Property;

          (ii)    the act, omission or default of the Tenant, any
          person deriving title under the Tenant or any person
          at the Property with the express or implied
          authority of any of them;

          (iii)   the construction or existence of any additions or
          alterations to the Property;

          (iv)    the use of the Property;

          (v)     anything now or in the future attached to or on the
          Property;

          (vi)    the use of vehicles on the Property;

          (vii)   the omission of the Tenant to give written notice to
          the Landlord of any defects or items requiring
          repair of which the Tenant is aware or ought
          reasonably to be aware; and

          (viii)  any breach by the Tenant or by any person
          deriving title under the Tenant of any covenant by
          the Tenant or any condition contained in this Lease.

          Provided that the Tenant shall not be obliged to indemnify
          the Landlord in respect of such matters to the extent that
          such damage arises out of the Landlord's wilful misconduct
          or negligence.

(23)    Notices for sale and re-letting
The Tenant shall:

(a)     permit (at a suitable location which does not materially
interfere with or obstruct the access of light to the
Property) the Landlord during the six months before the
End of the Term to affix to the Property a notice (of a
suitable size and nature) for re-letting it;

(b)     permit (at a suitable location which does not materially
interfere with or obstruct the access of light to the
Property) the Landlord at any time during the Term to
affix to the Property a notice (of a suitable size and
nature) for dealing with the Landlord's interest in the
Property; and

(c)     permit all persons with written authority from the
Landlord or the Landlord's agent to view the Property upon
the Landlord giving at least 24 hours prior written notice
and subject to such person complying with the Tenant's
reasonable security and confidentiality requirements.

(24)    Regulations
The Tenant shall observe all reasonable regulations made by the
Landlord for the proper management of the Estate.

(25)    Freehold covenants
The Tenant shall observe and perform the covenants contained in
or referred to in the documents specified in Schedule 4 so far
as they relate to the Property and are still subsisting and
capable of taking effect and shall indemnify and keep
indemnified the Landlord from and against any non-observance or
non-performance of the same.

(26)    Yield up
Save where the Landlord is obliged to grant a further lease of
the Property pursuant to Clause 18 the Tenant shall:

(a)     yield up the Property (except tenant's or trade fixtures)
to the Landlord at the End of the Term with vacant
possession and in accordance with the Tenant's covenants
contained in this Lease; and

(b)     make good to the satisfaction of the Landlord all damage
occasioned by the removal of any tenant's or trade
fixtures.

(27)    Release of Landlord

If the Landlord or any former landlord applies for release of a
covenant under section 8 of the Landlord and Tenant (Covenants)
Act 1995:

(a)     the Tenant shall not object unreasonably to the release of
the Landlord or the former landlord; and

(b)     if, following such an application, the Tenant serves
notice objecting to the release, but the Court makes a
declaration that it is reasonable for the covenant to be
released, the Tenant shall indemnify the Landlord and any
former landlord against all loss, damage, costs and
expenses incurred or sustained by any of them as a result
of the objection of the Tenant.


6.      LANDLORD'S COVENANTS
(1)     Introduction
The Landlord covenants with the Tenant to comply with its
obligations set out in this clause and in clause 8.

(2)     Quiet enjoyment
For so long as the Tenant pays the Rent and performs and
observes the covenants by the Tenant and the conditions
contained in this Lease the Tenant may peaceably and quietly
hold and enjoy the Property during the Term without any lawful
interruption by the Landlord or any person claiming under or in
trust for the Landlord.


7.      ALIENATION
(1)     Restrictions on alienation
The Tenant shall not:

(a)     save to the extent permitted by the following sub-clauses
of this clause, part with possession of the whole or any
part of the Property or part with or share occupation of
the whole or any part of the Property or permit occupation
by a licensee of the whole or any part of the Property or
hold on any trust the whole or any part of the Property;
nor

(b)     if it is an unlimited company, incorporate itself as a
limited company without the prior consent of the Landlord
(such consent not to be unreasonably withheld or delayed).

(2)     Assignment
The Tenant shall not:

(a)     assign part of the Property; nor

(b)     assign the whole of the Property except to an assignee of
the Unit Leases and with the prior consent of the Landlord
which, subject to sub-clauses (3) and (4), shall not be
unreasonably withheld or delayed.

(3)     Agreement as to circumstances
The Landlord and the Tenant agree that the Landlord may withhold
its consent to an assignment if any one or more of the following
circumstances (which are specified for the purposes of section
19(1A) of the Landlord and Tenant Act 1927) exist and it shall
not be regarded as unreasonably withholding its consent if it
does so:

(a)     any rent payable pursuant to clause 4(1) of this Lease
insurance and VAT on such sums payable in accordance with
this Lease  due from the Tenant under this Lease is
unpaid;

(b)     the Landlord reasonably determines that the proposed
assignee is not a person who is likely to be able both to
comply with the tenant's covenants in this Lease and to
continue to be such a person following the assignment;

(c)     the proposed assignee or any proposed guarantor for it
(other than any guarantor under an authorised guarantee
agreement) has the benefit of state or diplomatic immunity
or the Landlord determines that it is likely to acquire
that immunity;

(d)     the proposed assignee is a company which is a member of
the same group (within the meaning of section 42 of the
Landlord and Tenant Act 1954) as the Tenant; and

(e)     the proposed assignee or any proposed guarantor for it
(other than any guarantor under an authorised guarantee
agreement) is a corporation registered in or an individual
resident in a jurisdiction in which a judgement obtained
in the courts of England and Wales will not necessarily be
enforced without any re-examination of the merits of the
case.

(f)     the proposed assignee is not taking a simultaneous
assignment of both the Unit 7 Lease and the Unit 8 Lease.

(4)     Agreement as to conditions
        The Landlord and the Tenant agree that the Landlord may grant
consent to an assignment subject to any one or more of the
following conditions (which are specified for the purposes of
section 19(1A) of the Landlord and Tenant Act 1927) and it shall
not be regarded as giving consent subject to unreasonable
conditions if it does so:

(a)     that before the assignment the Tenant enters into and
unconditionally delivers to the Landlord an authorised
guarantee agreement, such agreement to be a deed and to
contain the provisions in Schedule 6 or at the Landlord's
absolute discretion) such other provisions as the Landlord
shall reasonably prescribe and (in either case) such
ancillary provisions as the Landlord shall reasonably
prescribe;

(b)     that before the assignment any person (other than a former
Tenant) who at the time of the application for the consent
is guaranteeing the obligations and liabilities under this
Lease of the Tenant covenants by deed with the Landlord
that the Tenant shall perform its obligations under the
authorised guarantee agreement required under paragraph
(a), the deed to contain provisions equivalent to those
contained in paragraphs 1 to 4 and 9 of Schedule 5 and an
obligation on the part of the covenantor (in the event of
default on the part of the Tenant) to perform any
obligation entered into by the Tenant in the authorised
guarantee agreement to take up a new lease, and otherwise
to be in such form as the Landlord reasonably requires;

(c)     that before the assignment, if the Landlord determines it
to be necessary, one or more guarantors acceptable to the
Landlord, acting reasonably, covenant by deed with the
Landlord in the form set out in Schedule 5 (with
"assignee" substituted for "Tenant" in paragraphs 1 to 9
inclusive and with such other provisions as the Landlord
reasonably requires) in respect of the period during which
the assignee is bound by the tenant's covenants and the
conditions in this Lease;

(d)     that all rent payable pursuant to clause 4(1) of this
Lease, insurance and VAT on such sums payable in
accordance with this Lease due from the Tenant under this
Lease as at the date of the assignment has been paid;

(e)     that the assignment is completed and registered with the
Landlord in accordance with sub-clause (8) within three
months of the date of the consent and that if it is not,
the consent shall be void but any of the guarantees
referred to in paragraphs (a) to (c) shall nevertheless
remain in full force and effect.


(5)     Further agreement
The Landlord and the Tenant agree that:

(a)     the Landlord may withhold consent to an assignment in
circumstances which are not referred to in sub-clause (3)
if it is reasonable to do so and may grant consent subject
to conditions which are not specified in sub-clause (4) if
the conditions are reasonable; and

(b)     any power on the part of the Landlord to determine any
matter for the purposes of sub-clauses (3) or (4) shall be
exercised reasonably.

(6)     Underletting
        The Tenant shall not:

(a)     underlet part only of the Property;

(b)     underlet the whole of the Property:

          (i)     without complying with the provisions of sub-clauses
          (7) to (11); and

          (ii)    except to an underlessee of the Unit Leases and with
          the prior consent of the Landlord, which shall not
          be unreasonably withheld or delayed.

(7)     Underletting Conditions

Not to underlet the whole of the Property without producing to
the Landlord:

(a)     an order of the Court under section 38(4) of the Landlord
and Tenant Act 1954 authorising the inclusion in the
intended underlease of an agreement excluding sections 24
to 28 of that Act; and

(b)     a written undertaking by the Tenant not to release the
intended undertenant from or otherwise waive or modify the
agreement authorised by the order

and without including the agreement in the intended underlease.

(8)     Covenants on underletting

        The Tenant shall procure that any intended undertenant covenants
by deed with the Landlord:

(a)     to pay the rent to be reserved by and the other sums to be
payable under the underlease and to perform and observe,
the tenant's covenants and the conditions to be contained
in the underlease throughout the period during which the
undertenant is bound by the tenant's covenants and
conditions in the underlease;

(b)     without prejudice to paragraph (a), not to assign the
underlet property without:

          (i)     first obtaining a deed of covenant from the intended
          assignee in favour of the Landlord in the same form
          (with the necessary changes) as the deed referred to
          in this sub-clause, including (without limitation)
          the covenants in this paragraph (b); and

          (ii)    if the Landlord reasonably requires, first obtaining
          a deed from one or more guarantors acceptable to the
          Landlord, acting reasonably, in favour of the
          Landlord guaranteeing the due and punctual payment
          and performance of all the obligations and
          liabilities of the intended assignee under the deed
          referred to in sub-paragraph (i), the deed to
          contain provisions equivalent to those contained in
          paragraphs 1 to 4 and 9 of Schedule 5 and otherwise
          to be in such form as the Landlord reasonably
          requires.

(9)     Guarantee on underletting

        If the Landlord reasonably requires, the Tenant shall procure
that, before the underlease is granted, one or more guarantors
acceptable to the Landlord, acting reasonably, guarantee (by way
of deed) to the Landlord, in respect of the period during which
the undertenant is bound by the tenant's covenants and the
conditions in the underlease, the due and punctual payment and
performance of all the obligations and liabilities of the
intended undertenant, the guarantee to contain provisions
equivalent to those contained in paragraphs 1 to 4 and 9  of
Schedule 5 and otherwise to be in such form as the Landlord
reasonably requires.

(10)    Form of underlease

The Tenant shall procure that every underlease shall:

(a)     contain the same tenant's covenants and other terms and
conditions as are contained in this Lease subject only to:

          (i)     such amendments as may be provided for in paragraphs
          (b) to (d); and

          (ii)    such amendments as may reasonably be required by the
          Tenant, having regard only to the duration of the
          proposed underlease, and as may be approved by the
          Landlord, such approval not to be unreasonably
          withheld;

(b)     not permit any assignment, underlease or other dealing or
disposal of the Property which is prohibited by the terms
of this Lease and prohibit any further underletting of the
whole or any part of the Property;

(c)     provide that where the underlease requires the undertenant
to obtain the landlord's consent, the undertenant shall be
required to obtain also the consent of the Landlord (such
consent not to be unreasonably withheld or delayed);

(d)     contain provisions that require a review of the rent
payable under the underlease to open market rent in
accordance with the provisions and at the dates for review
of the rent payable under this Lease, but this paragraph
shall not prohibit an underlease of the Property upon
terms that require review of the rent payable under the
underlease at dates additional to the dates for review of
the rent payable under this Lease;

(11)    Underlease requirements

        The Tenant shall:

(a)     not grant any underlease at a fine or premium;

(b)     not grant any underlease at a rent which at the time of
the grant of the underlease is less than the open market
rent of the Property;

(c)     not vary the terms of any underlease or release the
undertenant from any covenant or condition in the
underlease without the prior consent of the Landlord such
consent not to be unreasonably withheld or delayed and
shall notify the Landlord of any surrender of any
underlease;

(d)     not waive any breach of any of the covenants on the part
of the undertenant and the conditions contained in any
underlease but take all such reasonable steps as are
lawfully available to the Tenant (including re-entry) to
enforce such covenants and conditions;

(e)     procure that the rent reserved by any underlease is
reviewed in accordance with the provisions of the
underlease but not agree any revised rent with the
undertenant without the prior consent of the Landlord
(such consent not to be unreasonably withheld), and if on
any rent review under any underlease the revised rent is
to be determined by an independent third party, procure
that any reasonable representations which the Landlord may
wish to make concerning the revised rent are put forward
to the third party at the same time as the representations
of the Tenant and as though they were representations made
by the Tenant; and

(f)     procure that on any assignment of any underlease the
outgoing undertenant enters into an authorised guarantee
agreement and, where appropriate, guarantors enter into a
contractual guarantee in each case with the landlord under
the underlease in accordance with the provisions of the
underlease.

In paragraphs (c) to (f) of this sub-clause an underlease
includes any lease where, by virtue of the grant of this Lease,
the Tenant under this Lease becomes the holder of the immediate
reversion to that lease.

(12)    Associated companies

        The Tenant may share the occupation of any part of the Property
with a company which is a member of the same group as the Tenant
(within the meaning of section 42 of the Landlord and Tenant Act
1954) for so long as both companies remain members of that group
and provided that:

(a)     no relationship of landlord and tenant is created between
the two companies and no security of tenure is conferred
upon the occupier; and

(b)     within 15 Business Days of the commencement of the sharing
the Tenant gives to the Landlord notice of the company
sharing occupation and the address of its registered
office.

(13)    Charging
        The Tenant shall not

(a)     charge part of the Property; or

(b)     charge the whole of the Property by way of fixed security
without the prior consent of the Landlord, which shall not
be unreasonably withheld.

(14)    Registration of dealings
Within 15 Business Days of every assignment, transfer,
underlease or charge of the Property or the creation or transfer
of any interest derived out of the Term or any devolution of the
interest of the Tenant or any person deriving title under the
Tenant, the Tenant shall produce a certified copy of the
assignment, transfer, underlease or charge or (in the case of a
devolution) the document evidencing or under which the
devolution arises and pay the Landlord a registration fee of a
reasonable amount, being not less than L 25, in respect of each
assignment, transfer, underlease, charge or devolution.


8.      INSURANCE
(1)     Landlord's insurance obligations
Unless the insurance is vitiated by any act, default or omission
of the Tenant, any person deriving title under the Tenant or any
person at the Property with the express or implied authority of
any of them the Landlord shall keep the Property (other than
plate glass and tenant's or trade fixtures) insured with
insurers or underwriters selected by the Landlord in accordance
with the provisions of this clause to the extent to which the
Property is insurable and subject to all exclusions, limitations
and excesses imposed by the insurers.

(2)     Sum and risks insured
The Property shall be insured in a sum not less than its full
reinstatement cost (as determined from time to time by the
Landlord) against loss or damage by the Insured Risks.

(3)     Fees
The insurance shall extend to:

(a)     architects' and other professional fees in relation to the
reinstatement of the Property for a minimum sum of 15% of
the amount insured in respect of the Property;

(b)     the costs of demolition and removal of debris; and

(c)     loss of rent for such period as the Landlord may decide in
an amount which takes into account the Landlord's estimate
of potential increases in rent.

(4)     Production of policy
Whenever reasonably required to do so by the Tenant and at the
Tenant's cost, but not more often than twice a year, the
Landlord shall produce to the Tenant at the Landlord's office a
copy of the insurance policy or other evidence of it and
evidence of payment of the last premium.

(5)     Reinstatement
Subject to sub-clause (13) if the Property is destroyed or
damaged by any of the Insured Risks, then unless the insurance
is vitiated by any act, default or omission of the Tenant, any
person deriving title under the Tenant or any person at the
Property with the express or implied authority of any of them,
the Landlord shall use reasonable endeavours to:

(a)     obtain all consents and permissions necessary for
reinstatement as soon as reasonably possible;

(b)     subject to obtaining those consents and permissions, lay
out as soon as practicable all insurance monies received
by the Landlord (other than for fees and loss of rent) in
reinstating the Property; and

(c)     subject to the Tenant complying with its obligations in
sub-clauses (6)(a)(iii), (7) and(9) make good out of the
Landlord's own monies any deficiency (other than one
arising from an exclusion, limitation or excess imposed by
the insurers).

(6)     Tenant's insurance obligations
(a)     The Tenant shall pay to the Landlord on demand:

          (i)     every premium payable by the Landlord (including any
          part of it which the Landlord is entitled to retain
          by way of commission) for insuring the Property in
          accordance with its obligations in sub-clause (1)
          and for effecting insurance in respect of liability
          to third parties including members of the public and
          such other insurances as the Landlord reasonably
          considers desirable;

          (ii)    where the policy includes the Property and other
          properties, the proportion properly attributable to
          the Property of every premium payable by the
          Landlord (including any part of it which the
          Landlord is entitled to retain by way of commission)
          for insuring the Property and the other properties
          in accordance with its obligations in sub-clause (1)
          and for effecting (in relation to the Property and
          the other properties) the other insurances referred
          to in sub-paragraph (i), the proportion to be
          determined by the Landlord whose determination shall
          be conclusive save as to questions of law and save
          in case of manifest error;

          (iii)   the amount of any excess deducted or deductible by
          the insurers on any claim made by the Landlord; and

          (iv)    all costs and expenses reasonably incurred by the
          Landlord in obtaining a valuation of the Property
          for insurance purposes (provided this is limited to
          one such valuation every two years).

          All sums payable by the Tenant under paragraph (a)(i)  shall be
          reserved as rent.

(b)     The Tenant shall insure all plate glass in the Property
against all risks with an insurance company approved by
the Landlord in the joint names of the Landlord and the
Tenant and, on demand, produce a copy of the insurance
policy and evidence of payment of the last premium to the
Landlord.

(7)     Vitiation
The Tenant shall not use the Property or carry on any business
at the Property or do or omit to do at the Property anything
which may make void or voidable any policy for the insurance of
the Property or any nearby property of the Landlord.

(8)     Increased premium
The Tenant shall:

(a)     not without the prior consent of the Landlord use the
Property or carry on any business at the Property or do or
omit to do at the Property anything which may increase the
premium payable for the insurance; and

(b)     if consent is given, repay on demand to the Landlord any
resulting increased insurance premium payable by the
Landlord.

(9)     Irrecoverable reinstatement cost
If the Property is destroyed or damaged by any of the Insured
Risks and the insurance money under any insurance effected by
the Landlord is wholly or partly irrecoverable because of any
act, default or omission of the Tenant, any person deriving
title under the Tenant or any person at the Property with the
express or implied authority of any of them the Tenant shall pay
to the Landlord within 14 days of written demand the whole or
the appropriate proportion of the cost of reinstating the
Property.  Any dispute as to the amount of such proportion shall
be referred to arbitration.

(10)    Notice of damage
If the Property is destroyed or damaged by any of the Insured
Risks the Tenant shall give notice to the Landlord as soon as
the destruction or damage comes to the notice of the Tenant.

(11)    Double insurance
The Tenant shall not effect any insurance relating to the
Property against any of the Insured Risks.  If the Tenant is
entitled to the benefit of any insurance in respect of the
Property, the Tenant shall pay to the Landlord all monies
received by virtue of the insurance to enable the Landlord to
apply them in making good the loss or damage in respect of which
they have been received.

(12)    Cesser of rent
If the Property or any part of it (or the means of access to or
egress from it) is destroyed or damaged by any of the Insured
Risks so as to be unfit for occupation or use the rent or a fair
proportion of it according to the nature and extent of the
damage sustained shall be suspended until the Property (or the
means of access to or egress from it) has been reinstated and
made fit for occupation and use or until the end of three years
from the date of the destruction or damage, whichever first
occurs. Any dispute as to the amount of the proportion shall be
referred to arbitration.  This sub-clause does not apply if and
to the extent that the insurance monies in respect of loss of
rent are wholly or partially irrecoverable solely or partly
because of the act, default or omission of the Tenant or any
person deriving title under the Tenant or any person at the
Property with the express or implied authority of any of them.

(13)    Prevention of reinstatement
The Landlord shall not be obliged to reinstate the Property in
accordance with sub-clause (5) while prevented by a supervening
event.  If the Landlord is unable to commence reinstatement
within twenty four months from the date of destruction or damage
because of a supervening event and the Property or a substantial
part of it is unfit for occupation or use either party may
determine the Term by serving notice on the other party at any
time within six months of the end of the twenty four month
period.  On service of the notice the Term will cease but
without prejudice to any rights that any party may have against
another for breach of any of their respective covenants or the
conditions contained in this Lease and all insurance monies
shall belong to the Landlord.

In this sub-clause a supervening event means any of the
following:

(a)     inability of the Landlord to obtain the consents and
permissions referred to in sub-clause (5) despite using
all reasonable endeavours to do so;

(b)     grant of any of the consents or permissions subject to a
lawful condition with which it would be unreasonable to
expect the Landlord to comply or the Landlord being
requested as a precondition to obtaining any of the
consents or permissions to enter into an agreement with
the planning authority or any other authority containing
conditions with which it would be unreasonable to expect
the Landlord to comply;

(c)     some defect in the site upon which reinstatement is to
take place so that it could not be undertaken or could be
undertaken only at a cost unacceptable to the Landlord
(acting reasonably);

(d)     inability of the Landlord to obtain access to the site to
reinstate;

(e)     prevention of reinstatement by any cause beyond the
control of the Landlord.


9.      RE-ENTRY
(1)     If an Event of Default occurs then notwithstanding the waiver of
any previous right of re-entry the Landlord may re-enter the
Property or any part of it when the Term shall cease but without
prejudice to any rights or remedies which may then have accrued
to any party against another in respect of any antecedent breach
(including the breach in respect of which re-entry is made) of
any of the covenants or obligations contained in this Lease.

(2)     In this clause an Event of Default is any one of the following:

(a)     the Rent or any part of it is in arrear and unpaid for
seven Business Days after becoming payable (whether
formally demanded or not); or

(b)     a breach by the Tenant of any of the covenants by the
Tenant in this Lease; or

(c)     the Tenant (being a company) is deemed unable to pay its
debts under section 123 of the Insolvency Act 1986 or the
Tenant or any Guarantor (being a company) passes a
resolution for winding-up or the directors of any of them
present a petition for winding-up or an order for the
winding-up of the Tenant or any Guarantor is made (other
than (in any such case) a voluntary winding-up of a
solvent company for the purposes of amalgamation or
reconstruction) or the Tenant or any Guarantor is
dissolved; or

(d)     the Tenant (being a company) has an administrative or
other receiver or a manager appointed of the whole or any
part of its property or a petition is presented for an
administration order or an administration order is made in
respect of the Tenant or any Guarantor; or

(e)     the Tenant (being a company) being registered as an
unlimited company is re-registered as a limited company
without the previous consent of the Landlord; or

(f)     the Tenant (being an individual) presents a petition for a
bankruptcy order to be made against him or a bankruptcy
order is made against the Tenant or any Guarantor; or

(g)     in relation to the Tenant (whether an individual or a
company) a proposal is made or the Tenant (whether a
company or an individual) enters into any kind of
composition, scheme of arrangement, compromise or
arrangement for the benefit of creditors or any class of
creditors or permits or suffers any distress or execution
to be levied on his goods; or

(h)     there occurs in relation to the Tenant  in any country or
territory in which any of them carries on business or to
the jurisdiction of whose courts any of them or any of the
property of any of them is subject to any event which
corresponds in that country or territory with any of those
mentioned in paragraphs (c) to (g) above or the Tenant
otherwise becomes subject in any such country or territory
to any law relating to insolvency, bankruptcy or winding
up.


10.     GUARANTEE
The Guarantor covenants with the Landlord in the terms set out
in Schedule 5 in respect of the period during which Exodus
Internet Limited is bound by the Tenant's covenants and
conditions in this Lease and any additional period during which
Exodus Internet Limited is liable under an authorised guarantee
agreement.


11.     VALUE ADDED TAX
(1)     If any VAT is chargeable on any supply made to the Tenant under
the terms of this Lease, the Tenant shall pay by way of
additional consideration the amount of that VAT and the Landlord
shall provide a valid VAT invoice in relation to such VAT to the
Tenant.

(2)     Without limiting sub-clause (1) above, each sum reserved or
payable by the Tenant under the terms of this Lease is exclusive
of VAT (if any) and is accordingly to be construed as a
reference to that sum plus any VAT in respect of it, and where
any sum is reserved as rent, the VAT is also reserved as rent.

(3)     If VAT is chargeable on any supply made by the Landlord to the
Tenant for which a sum is not reserved or payable under the
terms of this Lease, the Tenant shall pay that VAT to the
Landlord against issue of a VAT invoice five Business Days
before the Landlord has to pay the VAT to Customs.

(4)     Where under the terms of this Lease the Tenant is obliged:

(a)     to make any payment to the Landlord or any other person
(including, without limitation, by way of service charge,
indemnity or reimbursement) by reference to any amount
incurred or which will or may be incurred by the Landlord
or any other person; or

(b)     otherwise to pay all or part of the consideration for any
supply made to the Landlord or any other person,

        then without prejudice to sub-clauses (1) to (3) above, the
Tenant shall not be obliged to pay any amount in respect of VAT
to the extent that it is recoverable by the Landlord or any
other person as appropriate.

(5)     For the purposes of sub-clause (3) above, VAT is recoverable by
a person, if that person (or any company treated as a member of
the same VAT Group as that person) is entitled to credit for it
as input tax under sections 25 and 26 VATA 1994.  For the
avoidance of doubt, VAT is not recoverable by a person only
because he could elect to waive exemption, but has not done so.

(6)     Where for the purposes of this Lease it is necessary to
calculate or estimate the cost or value of anything, including
any building, structure, work, item, act or service, the cost or
value shall be calculated or estimated so as to include any VAT
which will or may be incurred in addition.

(7)     This clause shall not affect the generality of clause 5(3)
(Outgoings).

(8)     Where the Tenant pays to the Landlord VAT in respect of any
supply by the Landlord to the Tenant, the Landlord shall issue
the Tenant with a proper VAT invoice in respect of that VAT.

(9)     If the Landlord wishes to make an election to waive the
exemption in respect of the Property under paragraph 2 of
Schedule 10, VATA 1994, the Landlord shall notify the Tenant, no
less than 20 Business Days before the election is to take
effect, of the election and the date on which it is intended to
take effect.

(10)    If for any reason the election referred to in sub-clause (9)
above is validly revoked within three months after coming into
effect, the Landlord shall repay to the Tenant any VAT paid by
the Tenant, five Business Days after receipt by the Landlord
from Customs of acknowledgement of the revocation.


12.     TRUSTEE LIABILITY PROVISION
(1)     Lloyds Bank Plc has entered into this Lease in its capacity as
trustee of Schroder Exempt Property Unit Trust ("SEPUT") and
therefore notwithstanding any other provision contained in this
Lease neither Lloyds Bank Plc nor any successor trustee of SEPUT
shall be obliged to meet any liability or claim hereunder save
to the extent that the same can be met by it out of the Trust
Assets.

(2)     For the purposes of this clause "Trust Assets" means the assets
for the time being held upon the trusts of SEPUT.


13.     GENERAL
(1)     Interest and powers of recovery
If any Rent or other sum payable under this Lease is not paid on
the day falling 7 days after the date on which it is due it
shall bear interest from the date on which it is due until the
date of payment at the Default Interest Rate compounded
quarterly.  Every amount payable under this Lease shall be
reserved as rent and shall be recoverable as rent in arrear.

(2)     Disputes
In relation to disputes:

(a)     any statement in this Lease that any dispute shall be
referred to arbitration means that the dispute shall be
determined by a single arbitrator agreed by the Landlord
and the Tenant and failing agreement by a single
arbitrator appointed by the president or his deputy for
the time being of the Royal Institution of Chartered
Surveyors in accordance with the Arbitration Acts 1950 to
1979 and 1996; and

(b)     any dispute between the Tenant and any tenant or occupier
of any other property owned or leased by the Landlord
about any right in connection with the use of the Property
and the other property or about any boundary structure
separating the Property from the other property shall be
determined by the Landlord acting reasonably.

(3)     Joint and several liability
Where the Tenant or any Guarantor is more than one person:

(a)     those persons shall be jointly and severally responsible
in respect of every obligation undertaken by them under
this Lease; and

(b)     the Landlord may release or compromise the liability of
any of those persons under this Lease or grant any time or
other indulgence without affecting the liability of any
other of them.

(4)     Whole agreement
This Lease contains the whole agreement between the parties
relating to the transaction contemplated by this Lease and
supersedes all previous agreements between the parties relating
to the transaction.

(5)     Representations
The Tenant acknowledges that in agreeing to enter into this
Lease, the Tenant has not relied on any representation,
warranty, collateral contract or other assurance. The Tenant
waives all rights and remedies which, but for this sub-clause,
might otherwise be available to it in respect of any such
representation, warranty, collateral contract or other
assurance, but nothing in this sub-clause shall limit or exclude
any liability for fraud.

(6)     Rights of entry
All rights of entry exercisable by the Landlord extend to
include (without limitation) its employees, agents, surveyors,
contractors and licensees with or without plant, equipment,
appliances and materials.

(7)     Interpretation of covenants
Any covenant by the Tenant not to do or omit anything shall be
construed as though the covenant was in addition a covenant not
to permit or suffer to be done or omitted that thing.

(8)     Tenant's possessions
If after the Tenant has vacated the Property at the End of the
Term any of the Tenant's possessions remain on the Property and
the Tenant fails to remove them within fifteen Business Days
after being requested to do so by the Landlord then:

(a)     the Landlord may dispose of the possessions as agent for
the Tenant;

(b)     (if disposal is by sale) subject to paragraph (c) the
Landlord shall hold the proceeds of sale after deducting
the costs and expenses of removal, storage and sale
incurred by it to the order of the Tenant;

(c)     if the Tenant fails to claim the proceeds of sale within
sixty Business Days of the date of the sale, the Landlord
may keep them;

(d)     the Tenant indemnifies the Landlord against:

          (i)     any liability incurred by the Landlord to any third
          party whose possessions have been sold by the
          Landlord in the mistaken belief (which shall be
          presumed) that the possessions belonged to the
          Tenant;

          (ii)    any damage caused to the Property by the
          possessions; and

          (iii)   all loss, damage, actions, proceedings, claims,
          demands, costs, damages and expenses properly
          incurred or suffered by or brought or awarded
          against the Landlord as a result of the presence of
          the possessions on the Property after the Tenant has
          left it at the End of Term.

(9)     Other land
Nothing contained in or implied by this Lease shall:

(a)     impose or be deemed to impose any restriction on the use
of any land or buildings not comprised in this Lease; or

(b)     give the Tenant:

          (i)     the benefit of or the right to enforce or to have
          enforced or to prevent the release or modification
          of any covenant, lease, condition or stipulation
          entered into by any purchaser or tenant from the
          Landlord in respect of any property not comprised in
          this Lease; or

          (ii)    the right to prevent or restrict in any way the
          development of any land not comprised in this Lease.

(10)    Severance
To the extent that any provision of this Lease is rendered void
by section 25 of the Landlord and Tenant (Covenants) Act 1995,
that provision shall be severed from the remainder of this Lease
which shall remain in full force and effect.  In this sub-clause
"provision" includes a clause, a sub-clause or a schedule or any
part of any of them.

(11)    Perpetuity Period
The perpetuity period applicable to this Lease is 80 years
beginning on the date of this Lease and whenever in this Lease
either the Landlord or the Tenant is granted a future interest
it must vest within that period and if it has not it will be
void for remoteness.

(12)    Notices in writing
Every notice, consent, approval or direction given under this
Lease shall be in writing.

(13)    Counterparts
This lease may be executed in any number of counterparts, all of
which, taken together, shall constitute one and the same lease
and any party may enter into this lease by executing a
counterpart.


14.     BREAK CLAUSE
(1)     The Tenant may terminate this Lease at any time by giving to the
Landlord not less than one month's prior written notice, subject
to the Tenant giving up vacant possession of the Property by the
date specified in such notice as the requisite date of
termination ("the Termination Date").

        In such case the Term shall cease on the Termination Date and no
party shall have any further rights or obligations under this
Lease, but this shall not affect any rights or remedies which
may have accrued at the Termination Date to any party against
the other in respect of any prior breach of any of the covenants
and conditions contained in this Lease.

(2)     The Landlord may terminate this Lease at any time on prior
written notice to the Tenant on any of the following events
occurring:

(1)     assignment by the Tenant of either the Unit 7 Lease or the
Unit 8 Lease (without a simultaneous assignment of the
other to the same party) or the Tenant ceasing for any
reason to be the tenant under either the Unit 7 Lease or
the Unit 8 Lease only;

(2)     the End of the Term of the Unit Leases or either the Unit
7 Lease alone or the Unit 8 Lease alone unless the
Landlord has become obliged to grant a further lease of
the Property to the Tenant pursuant to Clause 18;

(3)     the Tenant is the tenant under the Unit 7 Lease only or
the Unit 8 Lease only;

(4)     the Landlord exercises its right of re-entry in accordance
with Clause 10 of either or both of the Unit 7 Lease and
the Unit 8 Lease alone (save where the Tenant successfully
obtains relief from forfeiture from a court of competent
jurisdiction in relation to any such re-entry and remains
tenant under the Leases).

In such case the Term shall cease on the date of service of the
Landlord's notice and no party shall have any further rights or
obligations under this Lease, but this shall not affect any
rights or remedies which may have accrued at the date of service
of the Landlord's notice to any party against the other in
respect of any prior breach of any of the covenants and
conditions contained in this Lease.

(3)     On the Termination Date or in the case of the Landlord
exercising its break on the date of service of the Landlord's
notice, the Tenant shall hand over to the Landlord the original
Lease and all other title deeds and documents relating to the
Tenant's interest in the Property and shall execute such
documents as the Landlord shall reasonably require in order to
cancel any entry or title at H.M. Land Registry.


15.     NOTICES
(1)     Any notice or other document served under this Lease may be
served in any way in which a notice required or authorised to be
served under section 196 of the Law of Property Act 1925 may be
served.

(2)     During such period that the reversion to this Lease is vested in
the trustee of Schroder Exempt Property Unit Trust no notice
shall be deemed to be validly served on the Landlord unless a
copy of such notice is also served on Schroder Property
Investment Management Limited at 31 Gresham Street, London  EC2V
7QA or such other address as the Landlord shall notify to the
Tenant.


16.     GOVERNING LAW AND JURISDICTION
(1)     This Lease is governed by and shall be construed in accordance
with English law.

(2)     The Tenant and the Guarantor submit to the jurisdiction of the
English courts for all purposes relating to this Lease and
appoint Dibb Lupton Alsop (ref RSS) 125 London Wall  London EC2Y
5AE (or such other person in the UK as the Guarantor and the
Tenant may from time to time nominate by written notice to the
Landlord) as agent of each of them for service of process and so
that each appointment shall be irrevocable until such time as
the Guarantor and the Tenant have given written notice to the
Landlord of an alternative person in the UK to accept service of
process on their behalf


17.     EXCLUSION OF THE LANDLORD

Having been authorised to do so by Order of the Mayors and City
of London Court made on the             day of
                      One thousand nine hundred and ninety nine
under the provisions of Section 38(4) of the Landlord and Tenant
Act 1954 (as amended by Section 5 of the Law of Property Act
1969) the Landlord and Tenant hereby agree that the provisions
of Section 24 to 28 of the Landlord and Tenant Act shall be
excluded in relation to the tenancy hereby created.


18.     RIGHT TO A FURTHER LEASE

(1)     This clause shall cease to be of effect if either the Landlord
or the Tenant validly exercises its right to break contained in
clause 14 of this Lease or if the Landlord exercises the right
of re-entry contained in clause 9 of this Lease and the Tenant
is not successful in a claim for relief against forfeiture.

(2)     If the Tenant wishes to take a further lease of the Property
from the expiration of the Term and at any time not more than 12
months nor less than 3 months before the end of the Term gives
to the Landlord notice of that wish, then, subject to:

(a)     the Tenant then being and until the grant of any further
lease pursuant to this clause remaining, tenant of both
Unit 7 and Unit 8; and

(b)     an order being granted pursuant to Section 38(4) of the
Landlord and Tenant Act 1954 (as amended by Section 5 of
the Law of Property Act 1969) excluding the further
tenancy to be granted to the Tenant pursuant to this
clause from the security of tenure provisions afforded by
Sections 24 to 28 (inclusive) of the Landlord and Tenant
Act 1954 (as amended)

the Landlord will at the cost of the Tenant grant to the Tenant
a further lease of the Property on the terms referred to below.

(3)     The lease (if any) to be granted pursuant to this clause 18
shall be on the same terms as this Lease (mutatis mutandis)
including the Landlord's right to break contained in clause
14(2) save that:

(a)     the term of the further lease shall be for a term of
fourteen years which shall commence on the day following
the last day of the Term or such other term agreed between
the Landlord and the Tenant; and

(b)     the further lease shall not contain a right for the Tenant
to take a further lease as in this clause contained; and

(c)     where the parties agree in writing that the terms of this
Lease should not be repeated in the further lease to be
granted they shall be deleted and such other amendments as
shall be agreed by the parties shall be made to the
further lease; and

(d)     where the language of this Lease is no longer appropriate
such language shall be brought up-to-date.

(4)     The right contained in this clause 18 shall be of no effect if
the Tenant fails to protect it by notice under the Land
Registration Act 1925 within three months from the date of this
Lease.

(5)     If the Tenant serves a notice under clause 18(2) above then both
the Landlord and the Tenant shall use all reasonable endeavours
(at the cost of the Tenant) to agree the form of such further
lease in accordance with this clause 18 and to obtain the order
referred to in clause 18(2)(b) above as soon as possible after
the date of such notice.


I N  W I T N E S S  of which this Lease has been executed as a deed
and has been delivered on the date which first appears on page 1.

                                    SCHEDULE 1

                                   The Property

Land on the north side of Coronation Road, Park Royal  London NW10
which for the purpose of identification only is shown edged red on the
Plan and known as Land between Unit 7 Phase 1  Matrix Park  Coronation
Road  Park Royal  London NW10 and Unit 8, Phase 3 Matrix Park,
Coronation Road, Park Royal, London, NW10.



                                    SCHEDULE 2

                           Rights granted to the Tenant


1.      The right to use the Common Parts for all reasonable and
appropriate purposes connected with the use and enjoyment of the
Property pursuant to this Lease (subject to temporary
interruption for repair and maintenance).

2.      The right to use the Conduits in the Estate which serve the
Property (subject to temporary interruption for repair,
alteration or replacement).

3.      The right of support and protection from the other parts of the
Estate as now enjoyed by the Property.

4.      Subject to obtaining the prior written consent of the Landlord
(such consent not to be unreasonably withheld or delayed but
which consent may be made subject to reasonable requirements and
conditions of the Landlord) the right to lay within the Common
Parts but along routes reasonably specified by the Landlord
additional Conduits to serve the Property.

5.      Subject to the giving of reasonable prior notice to the Landlord
and to compliance with all reasonable requirements of the
Landlord the right to enter the Common Parts in order to
maintain, repair, replace or alter any Conduits now or hereafter
exclusively serving the Property the Tenant causing to others as
little inconvenience and disturbance as practicable and making
good without delay all damage thereby occasioned.




                                    SCHEDULE 3

                          Rights reserved to the Landlord

1.      The right to use the Conduits in the Property which serve other
parts of the Estate, the right to install new Conduits for the
benefit of the remainder of the Estate and the right to repair,
maintain and renew existing and new Conduits.

2.      The right to enter the Property to exercise any of the rights
referred to in this Schedule or for the purposes set out in
clause 5(6) PROVIDED THAT such right shall only be exercised
(except in case of emergency) by giving reasonable prior notice
to the Tenant and by complying with the Tenant's reasonable
security and confidentiality requirements.

3.      All rights of light or air or other easements or rights over or
belonging to any other land or buildings (including other parts
of the Estate).

4.      The right to build, re-build or carry out any works on any other
land or buildings (including other parts of the Estate) even if
it interferes with the passage of light or air to the Property
or causes nuisance, damage, annoyance or inconvenience to the
Tenant or occupier of the Property by noise, dust, vibration or
otherwise provided that it does not materially affect the
ability of the Tenant or the occupier to use the Property for
any purpose permitted by this Lease.

5.      The support and protection from the Property enjoyed by other
parts of the Estate.

6.      The right to build, alter and install and afterwards to maintain
buildings, structures and fixtures on, into or projecting over
or under or taking support from the Property (but those
buildings, structures and fixtures shall not become part of the
Property).



                                    SCHEDULE 4

                          Matters affecting the freehold

All matters registered or pending registration as at the date hereof
in the Property and Charges Registers of Title Number AGL54738
maintained by HM Land Registry (with the exception of Financial
charges, if any) and the Deed dated 7th August 1998 made between the
Landlord and Railtrack insofar as such matters affect the Property
still subsist and are capable of enforcement


                                    SCHEDULE 5

                               Guarantee Provisions

1.      The Guarantor guarantees to the Landlord the due and punctual
payment and performance by the Tenant of all the tenant's
obligations and liabilities under this Lease and shall indemnify
the Landlord against all losses, damages, costs and expenses
arising or incurred by the Landlord as a result of the non-
payment or non-performance of those obligations or liabilities.

2.      The obligations of the Guarantor under this Lease:

(a)     constitute a direct, primary and unconditional liability
to pay on demand to the Landlord any sum which the Tenant
is liable to pay under this Lease and to perform on demand
by the Landlord any obligation of the Tenant under this
Lease without the need for any recourse on the part of the
Landlord against the Tenant;

(b)     will not be affected by:

          (i)     any time or indulgence granted to the Tenant by the
          Landlord;

          (ii)    any legal limitation, disability or other
          circumstances relating to the Tenant or any
          irregularity, unenforceability or invalidity of any
          obligations of the Tenant under this Lease;

          (iii)   any licence or consent granted to the Tenant or any
          variation in the terms of this Lease save as
          provided in section 18 of the Landlord and Tenant
          (Covenants) Act 1995;

          (iv)    the release of one or more of the parties defined as
          the Guarantor (if more than one); or

          (v)     any other act, omission, matter, event or thing
          whereby (but for this provision) the Guarantor would
          be exonerated in whole or in part from the guarantee
          other than a release by deed given by the Landlord.

3.      So long as this guarantee remains in force the Guarantor shall
not:

(a)     in the event of any bankruptcy, liquidation,
rehabilitation, moratorium or other insolvency proceedings
relating to the Tenant, claim or prove as creditor in
competition with the Landlord; or

(b)     be entitled to claim or participate in any security held
by the Landlord in respect of the obligations of the
Tenant under this Lease; or

(c)     exercise any right of set-off against the Tenant.

4.      If the Landlord brings proceedings against the Tenant, the
Guarantor shall be bound by any findings of fact, interim or
final award or interlocutory or final judgment made by an
arbitrator or the court in those proceedings in so far as the
same relate to the subject matter of this Lease PROVIDED THAT
the Landlord shall have served a copy of the writ summons
petition or similar process which initiated such proceedings on
the Guarantor before the expiry of 7 days after such proceedings
were initiated


5.      If:

(a)     the Tenant (being a company) enters into liquidation and
the liquidator disclaims this Lease; or

(b)     the Tenant (being a company) is dissolved and the Crown
disclaims this Lease; or

(c)     the Tenant (being an individual) becomes bankrupt and the
trustee in bankruptcy disclaims this Lease; or

(d)     this Lease is forfeited,

        then within six months after the disclaimer or forfeiture the
Landlord may require the Guarantor by notice to accept a lease
of the Property for a term equivalent to the residue which would
have remained of the Term if there had been no disclaimer or
forfeiture at the same rents and subject to the same covenants
and conditions (including those as to the review of rent) as are
reserved by and contained in this Lease (with the exception of
this Schedule).

6.      The new lease and the rights and liabilities under it shall take
effect as from the date of the disclaimer or forfeiture and the
Guarantor shall be liable for all payments due under the new
lease as from the date of disclaimer or forfeiture as if the new
lease had been granted on the date of disclaimer or forfeiture.

7.      The Guarantor or his personal representatives shall pay the
Landlord's costs of and accept the new lease and shall execute
and deliver to the Landlord a counterpart of it.

8.      If the Landlord does not require the Guarantor to take a Lease
of the Property, the Guarantor shall pay to the Landlord on
demand a sum equal to the rent that would have been payable
under this Lease but for the disclaimer or forfeiture in respect
of the period from the date of the disclaimer or forfeiture
until the date which is six months after the date of the
disclaimer or forfeiture or the date on which the Property has
been re-let by the Landlord, whichever first occurs.

9.      If any VAT is payable by the Tenant to the Landlord under the
terms of the Lease, the Guarantor's obligation shall extend to
that VAT.  If the Guarantor makes any payment in respect of VAT,
the Landlord's obligation to issue a VAT invoice to the Tenant
under the Lease in respect of that VAT shall not be affected,
and the Landlord shall not be under any obligation to issue a
VAT invoice to the Guarantor in respect of that VAT.


                                    SCHEDULE 6

                          Authorised guarantee provisions


1.      The Guarantor guarantees to the Landlord the performance by the
Assignee throughout the Guarantee Period of each of the
covenants falling to be complied with by the tenant under this
Lease and shall indemnify the Landlord against all losses,
damages, costs and expenses arising or incurred by the Landlord
as a result of such non-performance.

2.      The obligations of the Guarantor under this guarantee will not
be affected by:

(a)     any time or indulgence granted to the Assignee by the
Landlord;

(b)     any legal limitation, disability or other circumstances
relating to the Assignee or any irregularity,
unenforceability or invalidity of any obligations of the
Assignee under this Lease;

(c)     any licence or consent granted to the Assignee or any
variation in the terms of this Lease save as provided in
section 18 of the Act;

(d)     the release of one or more of the parties defined as the
Guarantor (if more than one); or

(e)     any other act, omission, matter, event  or thing whereby
(but for this provision) the Guarantor would be exonerated
in whole or in part from the guarantee other than a
release under seal given by the Landlord.

3.      The Guarantor is liable to the Landlord under this guarantee as
sole or principal debtor and the obligations of the Guarantor
under this guarantee constitute a direct, primary and
unconditional liability to pay on demand to the Landlord any sum
which the Assignee is liable to pay under this Lease and to
perform on demand by the Landlord any obligation of the Assignee
under this Lease without the need for any recourse on the part
of the Landlord against the Assignee.  If the Landlord brings
proceedings against the Assignee, the Guarantor shall be bound
by any findings of fact, interim or final award or interlocutory
or final judgment made by an arbitrator or the court in those
proceedings.

4.      If during the Guarantee Period the Assignee (being a company)
enters into liquidation and the liquidator disclaims this Lease,
or the Assignee (being a company) is dissolved and the Crown
disclaims this Lease, or the Assignee (being an individual)
becomes bankrupt and the trustee in bankruptcy disclaims this
Lease, then within six months after the disclaimer the Landlord
may require the Guarantor by notice to enter into a new lease of
the Property for a term equivalent to the residue which would
have remained of the term granted by this Lease if there had
been no disclaimer at the same rents and subject to the same
covenants and conditions (including as to the review of rent) as
are reserved by and contained in this Lease.

5.      The new lease and the rights and liabilities under it shall take
effect as from the date of the disclaimer and the Guarantor
shall be liable for all payments due under the new lease as from
the date of disclaimer as if the new lease had been granted on
the date of disclaimer.

6.      The Guarantor shall pay the Landlord's costs of and accept the
new lease and shall execute and deliver to the Landlord a
counterpart of it.

7.      If the Landlord does not require the Guarantor to take a new
lease of the Property the Guarantor shall pay to the Landlord on
demand a sum equal to the rents that would have been payable
under this Lease but for the disclaimer in respect of the period
from the date of the disclaimer until the date which is six
months after the date of the disclaimer or the date on which the
Property has been re-let by the Landlord, whichever first
occurs.

8.      During the Guarantee Period the Guarantor shall not;

(a)     in the event of any bankruptcy, liquidation,
rehabilitation, moratorium or other insolvency proceedings
relating to the Assignee claim or prove as creditor in
competition with the Landlord; or

(b)     be entitled to claim or participate in any security held
by the Landlord in respect of the Assignee's obligations
to the Landlord under this Lease; or

(c)     exercise any right of set off against the Assignee.

9.      To the extent that any provision of this guarantee does not
conform with section 16 of the Act, that provision shall be
severed from the remainder of this guarantee and this guarantee
shall have effect as if it excluded that provision.

10      If any VAT is payable by the Tenant to the Landlord under the
terms of the Lease, the Guarantor's obligation shall extend to
that VAT.  If the Guarantor makes any payment in respect of VAT,
the Landlord's obligation to issue a VAT invoice to the Assignee
under the Lease in respect of that VAT shall not be affected,
and the Landlord shall not be under any obligation to issue a
VAT invoice to the Guarantor in respect of that VAT.

11.     In this Schedule:

"Act" means the Landlord and Tenant (Covenants) Act 1995;

"Assignee" means [insert name of assignee in respect of whom the
Tenant is entering into the authorised guarantee agreement];

"Guarantee Period" means the period during which the Assignee is
bound by the covenants by the Tenant in this Lease; and

"Guarantor" means the outgoing Tenant.


                                    SCHEDULE 7



                                      Part 1
                                      ------

Lease or underlease:    Lease of Unit 7

Premises demised        Unit 7 Phase 1 Matrix Park, Coronation Road, Park
                        Royal, London NW10

Date:                   24th December 1998

Parties:                (1)     Lloyds Bank Plc (as trustee of Schroder  Exempt
                                Property Unit Trust)
                        (2)     Exodus Internet Limited
                        (3)     Exodus Communications Inc

Term:                   25 years from 29th September 1998



                                      Part 2
                                      ------

Lease or underlease:    Lease of Unit 8

Premises demised        Unit 8 Phase 3 Matrix Park, Coronation Road, Park
                        Royal, London NW10

Date:                   [                                       ]

Parties:                (1)     Lloyds Bank Plc (as trustee of Schroder Exempt
                                Property Unit Trust)
                        (2)     Exodus Internet Limited
                        (3)     Exodus Communications Inc

Term:                   25 years from [                                   ]



SIGNED as a deed by                     )
                         Trust Manager  )
as attorney for LLOYDS BANK PLC         )
in the presence of:                     )


Witness's
Signature: ...............................................

Name : ...................................................

Address : ................................................

 ...............................................................

 ...............................................................






EXECUTED as a DEED by EXODUS
INTERNET LIMITED acting by
two Directors or a Director and its
Company Secretary


                                          Director
                                          Director/Secretary






SIGNED as a DEED by EXODUS
COMMUNICATIONS  Plc acting by
Richard Stoltz its Authorised Signatory
in accordance with the constitution of the
Company and the country in which it
is incorporated

                                          Authorised Signatory





                    DATED                                   1999



                                  LLOYDS BANK PLC
               (as trustee of Schroder Exempt Property Unit Trust)



                                     - and -



                               EXODUS INTERNET LIMITED



                                     - and -



                              EXODUS COMMUNICATIONS INC





                         -------------------------------
                                    L E A S E

                               of property known as
                           land between Unit 7, Phase 1
                         Matrix Park and Unit 8, Phase 3,
                           Matrix Park, Coronation Road,
                              Park Royal, London NW10
                         --------------------------------





                                   ALLEN & OVERY
                                       London
                                    PY0441902.04
<PAGE>


                                H.M. LAND REGISTRY

                         Land Registration Acts 1925-1988



County & District:      London Boroughs of Ealing and Brent

Title Number:           AGL54738

Property:               Unit 7 Phase 1 Matrix Park, Coronation Road,
                        Park Royal, London, NW10



THIS DEED is made on                                         1999


BETWEEN:

(1)     LLOYDS BANK PLC (registered number 2065) (as trustee of Schroder
Exempt Property Unit Trust) whose registered office is at 71
Lombard Street, London EC3P 3BS (the "Landlord");

(2)     EXODUS INTERNET LIMITED (registered number 3591136) whose
registered office is at Fountain Precinct, Balm Green,
Sheffield, South Yorkshire S1 1RZ (the "Tenant"); and

(3)     EXODUS COMMUNICATIONS INC of 2650 San Thomas Expressway, Santa
Clara, CA95051, USA (the "Guarantor").

WHEREAS:

(A)     This Lease is a new tenancy for the purposes of section 1 of the
Landlord and Tenant (Covenants) Act 1995.

(B)     By a lease dated 24th December 1998 made between the Landlord
(1), the Tenant (2) and the Guarantor (3) the premises known as
Unit 7, Phase 1, Matrix Park, Coronation Road, Park Royal,
London NW10 as more particularly described in that lease were
demised to the Tenant upon the terms therein set out.

(C)     The reversion immediately expectant on and the term granted by
the Principal Lease remain vested in the Landlord and the Tenant
respectively.


THIS DEED WITNESSES as follows:

1.      DEFINITIONS

In this Lease:

"Principal Lease" means the lease referred to in recital (B) above as
varied or supplemented by any document which is supplemental to it;

"Property" means the land adjacent to Unit 7, Phase 1, Matrix Park,
Coronation Road, Park Royal, London NW10 which is shown edged red on
the plan annexed to this Lease;

"Term" means the term of years from and including the date of this
deed and expiring on and including 28th September 2023 and any
statutory or other continuation or extension of it or any holding
over.

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

2.      DEMISE

(1)     The Landlord lets the Property to the Tenant for the Term at the
yearly rent of One Pound (L 1).

(2)     This Lease is granted together with the rights set out in
Schedule 2 of the Principal Lease but except and reserving the
rights set out in Schedule 3 of the Principal Lease.

3.      TERMS OF THIS LEASE

Except as to the premises demised, the term of years granted, the
amount of rent reserved and the modifications set out in clause 5,
this Lease is made on the same terms and subject to the same
covenants, provisos, conditions and other matters as are contained in
the Principal Lease, as if they were set out in full in this deed but
referred to the Property, the Term and the yearly rent reserved by
clause 2(1) of this Lease.

4.      VARIATION TO THE PRINCIPAL LEASE

Clause 8(4) of the Principal Lease is varied by the addition of the
following as a new paragraph (g):

          "(g)    that contemporaneously with the assignment of this
          Lease the Tenant assigns to the same assignee the
          lease of the adjacent land demised by a lease
          dated [                     ] made between the
          same parties as this Lease if such lease still
          subsists at that time."

and the parties shall procure that a note of this variation is
made on the registered leasehold title AGL67070.

5.      MODIFICATIONS

The terms of the Principal Lease as incorporated into this Lease shall
be modified so that:

(1)     the Tenant shall not assign this Lease or the Property nor agree
to do the same, unless, at the same time, the Tenant assigns or
agrees to assign to the same assignee the Principal Lease;

(2)     this Lease shall automatically determine upon the lawful
determination of the Principal Lease (whether by surrender
forfeiture (unless the Tenant obtains relief from such
forfeiture from a competent court) effluxion of time exercise of
a break option or otherwise) but without prejudice to the rights
of any party against any other party relating to any antecedent
breach hereof;

(3)     clause 5 of the Principal Lease shall not apply; and

(4)     clause 6(25) and paragraph 2 of Schedule 2 of the Principal
Lease shall not apply.

6.      COVENANTS

(1)     The Tenant covenants with the Landlord to observe and perform
the covenants and conditions on its part in the Principal Lease
as incorporated into this Lease and as modified by this Lease.

(2)     The Landlord covenants with the Tenant to observe and perform
the covenants and conditions on its part in the Principal Lease
as incorporated into this Lease and as modified by this Lease.

(3)     The Guarantor covenants with the Landlord to observe and perform
the covenants and conditions on its part in the Principal Lease
as incorporated into this Lease.

7.      ENDORSEMENT ON PRINCIPAL LEASE

The Landlord and the Tenant shall procure that a memorandum of this
deed shall be endorsed on the Principal Lease and its counterpart and
each shall supply to the other a certified copy of the relevant
endorsed memorandum within seven days of the date of this deed.


IN WITNESS of which this Lease has been executed as a deed and has
been delivered on the date which appears first on page 1.




                      DATED                                1999



                                  LLOYDS BANK PLC
                 (as trustee of Schroder Exempt Property Unit Trust)


                                     - and -


                               EXODUS INTERNET LIMITED


                                     - and -


                              EXODUS COMMUNICATIONS INC





                _______________________________________________________

                       SUPPLEMENTAL LEASE AND DEED OF VARIATION

                                    relating to
                            Unit 7 Phase 1 Matrix Park,
                      Coronation Road, Park Royal, London NW10
                _______________________________________________________










                                  ALLEN & OVERY
                                      London
                                   PY:447732.02
<PAGE>


                                H.M. LAND REGISTRY

                         Land Registration Acts 1925-1988


County & District:              London Boroughs of Ealing and Brent

Title Number:                   AGL 54738

Property:                       Unit 9 Phase 3 Matrix Park, Coronation Road,
                                Park Royal,  London NW10



THIS  LEASE  is made on                                        , 1999

BETWEEN:

(1)     LLOYDS BANK PLC (registered number 2065) (as trustee of Schroder
Exempt Property Unit Trust) whose registered office is at 71
Lombard Street, London EC3P 3BS (the "Landlord");

(2)     EXODUS INTERNET LIMITED (registered number 3591136) whose
registered office is at Fountain Precinct  Balm Green  Sheffield
South Yorkshire  S1 1RZ (the "Tenant"); and

(3)     EXODUS COMMUNICATIONS INC of 2650 San Thomas Expressway, Santa
Clara CA95051, USA (the "Guarantor").

This Lease is a new tenancy for the purposes of section 1 of the
Landlord and Tenant (Covenants) Act 1995.


THIS DEED WITNESSES as follows:

1.      DEFINITIONS
In this Lease:

"authorised guarantee agreement" means an authorised guarantee
agreement as defined in section 16 of the Landlord and Tenant
(Covenants) Act 1995;

"Business Day" means a day (other than a Saturday or Sunday) on
which banks are generally open in London for normal business;

"Car Spaces" means 12 parking spaces on the Estate from time to
time designated by the Landlord for the Tenant's use of which
not less than 11 parking spaces shall be within the area shown
edged green on the Plan;

"Clearing Bank" means a bank which is a member of CHAPS Clearing
Company Limited;

"Common Parts" means the roads, footpaths, service areas, car
parks, loading bays, landscaped and open areas, entrances and
other areas from time to time during the Term provided by the
Landlord for common use by the tenants of the Estate (but shall
not include any such items as may exclusively serve and be
demised to a tenant of any Unit) but for the avoidance of doubt
the common parts shall always include the road coloured brown on
the Plan and the Car Spaces and shall afford the Tenant access
to and from the Property and the Car Spaces;

"Conduits" includes those for sewage, water, gas, electricity,
telecommunications and data processing;

"Default Interest Rate" means four per centum per annum above
the Interest Rate;

"End of the Term" includes the expiry of the Term by effluxion
of time or the determination of the Term by forfeiture,
surrender, merger, notice or in any other way;

"Estate" means Phases 1 and 3 Matrix Park Coronation Road Park
Royal London NW10 the present extent of which is shown edged
green on the Estate Plan but such expression shall mean such
greater or lesser area which shall include the Property and
which shall from time to time be managed by the Landlord as a
single estate (including all buildings and other structures on
and all parts of such estate);

"Estate Plan" means the plan numbered A3159/0/38 annexed to this
Lease;

"Guarantor" includes the person named in this Lease as
guarantor, if any, and any other person who is for the time
being a guarantor in respect of the Tenant's obligations under
this Lease and his personal representatives and successors;

"Insured Risks" means fire, lightning, explosion, earthquake,
aircraft and other aerial devices and articles dropped from
them, escape of oil, impact by vehicles or animals, riot, civil
commotion, strikes and labour disturbances, storm, flood,
bursting and overflowing of water tanks, apparatus or pipes and
other risks against which the Landlord reasonably decides from
time to time to insure and any other risks that the Tenant shall
reasonably require to be included and which the insurers shall
accept subject to such exclusions, limitations and excesses as
are imposed by its insurers and to the extent to which the risks
mentioned in this definition are insurable with the Landlord's
insurers but shall include loss or damage by acts of terrorism
if and only to the extent that the Landlord has insured against
acts of terrorism;

"Interest Rate" means the base rate for the time being of Lloyds
Bank Plc or of another Clearing Bank designated from time to
time by the Landlord or if there is no such base rate the rate
from time to time prescribed under section 32 of the Land
Compensation Act 1961;

        "Landlord" includes the person for the time being entitled to
the reversion immediately expectant on the End of the Term;

"Lease" means this lease, all deeds varying this lease and all
licences and consents granted under this lease or under any deed
of variation;

"Lettable Areas" means all buildings on the Estate designed to
be let for commercial use;

"Parking Area" means the car parking areas forming part of the
Estate including the Car Spaces;

"Plan" means the plan annexed to this Lease numbered A3159-
003.P01;

"Planning Acts" means the Town and Country Planning Act 1990,
the Planning (Listed Building and Conservation Areas) Act 1990,
the Planning (Hazardous Substances) Act 1990, the Planning
(Consequential Provisions) Act 1990 and the Planning and
Compensation Act 1991;

"Property" means the property described in Schedule 1 and every
part of it and all additions and alterations to it and includes
(without limitation):

        (a)     every part of all buildings and other structures now or
during the Term on the property including walls, roofs,
foundations, load-bearing parts, doors, windows and
Conduits exclusively serving the Property;

        (b)     landlord's fixtures and fittings including floor
coverings;

(c)     electrical and mechanical installations, plant, equipment
and machinery including (without limitation) lifts,
heating plant, air conditioning plant and ventilation
plant and radiators;

(d)     one half (severed vertically) of any wall separating the
Property from any adjoining Unit;

(e)     service areas, loading bays and landscaped and open areas;
and

(f)     boundary walls and fences (if any);

"Quarter Days" means 25th March, 24th June, 29th September and
25th December in every year;

"Rent" includes all sums reserved as rent by this Lease and any
interim rent determined under the Landlord and Tenant Act 1954;

"Rent Review Specification" means the specification annexed to
this Lease;

"Retained Areas" means the whole of the Estate other than the
Units;

"Review Date" means                            in the year
                                and in every fifth year after that year
for so long as the Term continues;

"Review Period" means the period starting with any Review Date
up to the next Review Date or starting with the last Review Date
up to the End of the Term;

"Tenant" includes the Tenant's successors in title;

"Term" means the term granted by this Lease and any statutory or
other continuation or extension of it or any holding over;

"Term Commencement Date" means the date of commencement of the
Term specified in clause 3(1);

"Units" means the units of accommodation on the Estate that are
let or otherwise exclusively occupied or designed or intended
for letting or exclusive occupation and "Unit" shall mean any
one of them;

"VAT" means value added tax and any imposition or levy of a like
nature; and

"VATA 1994" means the Value Added Tax Act 1994.


2.      INTERPRETATION
(1)     Where there are two or more persons included in the expressions
"the Landlord", "the Tenant" or "the Guarantor" each reference
to the Landlord, the Tenant or the Guarantor includes a separate
reference to each of those persons.

(2)     Any reference, express or implied, to an enactment includes
references to:

(a)     that enactment as amended, extended or applied by or under
any other enactment (before or after this Lease);

(b)     any enactment which that enactment re-enacts (with or
without modification);

(c)     any subordinate legislation made (before or after this
Lease) under that enactment, as amended, extended or
applied as described in paragraph (a) above or under any
enactment referred to in paragraph (b) above; and

(d)     any consents, licences and permissions given (before or
after this lease) under that enactment, as amended,
extended or applied as described in paragraph (a) above or
under any enactment referred to in paragraph (b) above or
under that subordinate legislation and any conditions
contained in those consents, licences and permissions.

(3)     Any reference, express or implied, to enactments generally
includes subordinate legislation and any legislation of the
European Union that is directly applicable in the United Kingdom
and includes existing enactments and those that come into effect
during the Term.

(4)     Sub-clauses (1) to (3) above apply unless the contrary intention
appears.

(5)     The headings in this Lease do not affect its interpretation.


3.      LEASE
(1)     The Landlord lets the Property to the Tenant together with the
rights set out in Schedule 2 but except and reserving to the
Landlord the rights set out in Schedule 3 for the term of twenty
five years commencing on and including [
] subject to all rights and covenants affecting the Property
including (without prejudice to the generality of the foregoing)
the matters contained or referred to in Schedule 4 at a yearly
rent ascertained in accordance with clause 4.

(2)     The rights granted to the Tenant are granted in common with the
Landlord, any person authorised by the Landlord and everyone
else having the like or similar rights.

(3)     This Lease does not include any rights other than those set out
in Schedule 2.

(4)     The rights excepted and reserved to the Landlord are also
excepted and reserved to those authorised by the Landlord and
everyone else entitled to them.


4.      RENT AND RENT REVIEW
(1)     Rent
The yearly rent shall be:-

(a)     until [                ] the rent of one peppercorn (if
demanded);

(b)     from and including [                             ] until
the first Review Date the rent of [                     ] pounds
[L ]; and

        (c)     during each successive Review Period a rent equal to the
rent previously payable under this Lease (or the rent
which would be payable but for any abatement or suspension
of rent under this Lease) or the revised rent ascertained
in accordance with this clause, whichever is the greater.

(2)     Rent payment dates
The yearly rent is payable without any deduction by equal
quarterly payments in advance on the Quarter Days.  The first
payment (which is an apportioned sum) is to be made on
[                            ] in respect of the period
commencing on that date and ending on the day before the next
following Quarter Day.

(3)     Rent review - method
The revised rent for any Review Period may be agreed in writing
at any time between the Landlord and the Tenant or (in the
absence of agreement) determined not earlier than the relevant
Review Date by an independent valuer (acting as an expert and
not as an arbitrator)  of recognised standing and having
experience in letting and valuing property of a like kind and
character to the Property.

(4)     Nomination
The independent valuer may be nominated in the absence of
agreement by or on behalf of the president for the time being of
the Royal Institution of Chartered Surveyors on the application
of either the Landlord or the Tenant made not earlier than three
months before the relevant Review Date.

(5)     Rent review - amount

In the case of valuation the revised rent to be determined by
the valuer shall be such as he shall decide is the yearly rent
at which the Property might reasonably be expected to be let at
the relevant Review Date

(a)     after the expiry of a rent free period or a concessionary
rent period given for fitting-out purposes only of such
length and the giving of such other inducements
(including, without limitation, any rental concession,
capital payment or contribution to fitting out-costs)
given for fitting out purposes only as in either case
would be negotiated in the open market between a willing
landlord and a willing tenant so that the yearly rent is
that payable after the expiry of any such rent free period
or concessionary rent period and after the giving of such
inducement; and

(b)     on the assumptions set out in sub-clause (6) but
disregarding the matters set out in sub-clause (7).

(6)     Assumptions
The assumptions are that at the relevant Review Date:

(a)     the Property:

          (i)     is available to let on the open market by a willing
          landlord to a willing tenant by one lease without a
          premium from either party and with vacant possession
          for a term of 10 years or a term equal to the
          residue then unexpired of the Term (whichever be the
          longer) but in either event commencing on the
          relevant Review Date with the rent payable from
          then;

          (ii)    is to be let as a whole on a lease which is to
          contain the same terms as this Lease (other than the
          amount of the rent referred to in sub-clause (1)(a)
          and (b) and any rent free or reduced rent period
          allowed to the Tenant but including the provisions
          for review of that rent at the same intervals as
          those in this Lease) the first Review Date in that
          lease being the fifth anniversary of the relevant
          Review Date;

          (iii)   has been built to the specification set out in the
          Rent Review Specification with the inclusion of an
          internal dividing wall (with no openings in such
          wall) between the Property and the adjacent Unit
          numbered 8 and is fit and available for immediate
          occupation and use with connections to all mains
          services independently of any other Unit and is
          available for immediate use as authorised by this
          Lease; and

          (iv)    may be used for any of the purposes permitted by
          this Lease including any purpose which falls within
          the same use class (under the Town & Country
          Planning (Use Classes) Order for the time being in
          force) as the purpose permitted by this Lease;

(b)     all the covenants in this Lease by the Landlord and the
Tenant have been performed and observed; and

(c)     no work has been carried out to the Property which has
diminished the rental value and in case the Property has
been destroyed or damaged it has been fully restored.

(7)     Disregards
The matters to be disregarded are:

(a)     any effect on rent of the fact that the Tenant, its
subtenants or their respective predecessors in title have
been in occupation of the Property;

(b)     any goodwill attached to the Property by reason of the
carrying on at it of the business of the Tenant, its
subtenants or their predecessors in title in their
respective businesses; and

(c)     any increase in rental value of the Property attributable
to the existence at the relevant Review Date of any
improvement carried out with consent of the Landlord
(where required) but not under an obligation to the
Landlord or its predecessors in title to the Property
carried out by and at the cost of the Tenant, its
subtenants or their respective predecessors in title
during the Term or during any earlier period of occupation
arising out of an agreement to grant the Term.

(8)     Valuer
In the case of determination by a valuer:

        (a)     the fees and expenses of the valuer including the cost of
his appointment shall be borne as he shall decide or in
the absence of any decision equally by the Landlord and
the Tenant who shall otherwise each bear their own costs;

        (b)     the valuer shall afford the Landlord and the Tenant an
opportunity to make representations to him; and

        (c)     if the valuer dies, delays or becomes unwilling or
incapable of acting or if for any other reason the
president for the time being of the Royal Institution of
Chartered Surveyors or the person acting on his behalf
thinks fit he may discharge the valuer and appoint another
in his place.

(9)     Memorandum
When the revised rent has been ascertained memoranda of it shall
be signed by or on behalf of the Landlord and the Tenant and
annexed to this Lease and the counterpart of it and the Landlord
and the Tenant shall bear their own costs in respect of the
memoranda.

(10)    Interest
If the revised rent payable with effect from any Review Date has
not been agreed by that Review Date rent shall continue to be
payable at the rate previously payable.  Forthwith on the
revised rent being ascertained the Tenant shall pay to the
Landlord any shortfall between the rent and the revised rent
payable up to and on the preceding quarter day together with
interest at the Interest Rate compounded quarterly on each part
of the shortfall from the date or respective dates on which each
part would have been due for payment had the revised rent been
ascertained before the relevant Review Date until the date of
payment.

For the purpose of this clause the revised rent shall be deemed
to have been ascertained on the date when it has been agreed
between the Landlord and the Tenant or the date of the
determination by the valuer.

(11)    Costs
If either the Landlord or the Tenant fails to pay the relevant
part of the fees and expenses of the valuer under sub-clause (8)
within 15 Business Days of the same being demanded by the valuer
the other shall be entitled to pay the same and the amount so
paid shall be repaid on demand by the party chargeable and
recoverable from that party as a debt due.

(12)    Time not of the essence
Time shall not be of the essence for the purposes of this clause 4.


5.      SERVICE CHARGE
(1)     The Tenant shall pay to the Landlord the Provisional Service
Charge without any deduction by equal quarterly payments in
advance on the Quarter Days.  The first payment (which is an
apportioned sum) is to be made on the date of the Lease in
respect of the period commencing on
[                                ] and ending on the Quarter Day
next following the date of this Lease.

(2)     As soon as possible after every Accounting Date the Landlord
shall prepare and supply to the Tenant an account:

(a)     showing the Gross Expenses, the Income and the Net
Expenses for the Financial Year referred to in the
account;

(b)     containing a fair summary of the items referred to in it;
and

(c)     certified by the Landlord or its agents (who may be the
managing agents for the Estate).

The account shall be conclusive evidence of all matters of fact
referred to it in it (save in the case of manifest error) and
the Tenant shall be afforded on request reasonable facilities
for inspecting and taking copies of the accounts and receipts
and other documents supporting the account.

(3)     In the case of the first Accounting Date after the date for
commencement of payment of the Provisional Service Charge
specified in clause 5(1), if the proportion of the Tenant's
Share of the Net Expenses shown in the account apportioned on a
daily basis for the period from that date to the Accounting
Date:

(a)     exceeds the amount already paid as Provisional Service
Charge before the first Accounting Date, the Tenant shall
pay the excess to the Landlord within 14 days of written
demand; and

(b)     is less than the amount already paid as Provisional
Service Charge before the first Accounting Date, the
Landlord shall credit the excess to the Tenant against the
next quarterly payment of Provisional Service Charge.

(4)     In the case of every subsequent Accounting Date, if the Tenant's
Share of the Net Expenses shown in the account for the period
beginning on the day after the previous Accounting Date and
ending on that Accounting Date:

(a)     exceeds the amount paid as Provisional Service Charge
during that period, the Tenant shall pay the excess to the
Landlord within 14 days of written demand; and

(b)     is less than the amount paid as Provisional Service Charge
during that period, the Landlord shall credit the excess
to the Tenant against the next quarterly payment of
Provisional Service Charge or repay the excess in respect
of the last year of the Term.

(5)     If the Landlord fails to include in any account for a Financial
Year a sum expended or liability incurred in that year the
Landlord may include such sum or the amount of such liability in
an account for any subsequent Financial Year.

(6)     All sums payable under this clause shall be reserved as rent.

(7)     In this clause:

        "Accounting Date" means 31st December or any other date that the
Landlord may nominate;

        "Financial Year" means a year ending on an Accounting Date;

        "Gross Expenses" means all the expenses incurred by the Landlord
in connection with the Estate including, without limitation, the
matters referred to in Schedule 7;

        "Gross Internal Area" has the meaning ascribed to that
expression in the Code of Measuring Practice published by the
Royal Institution of Chartered Surveyors and the Incorporated
Society of Valuers and Auctioneers (4th Edition);

        "Income" means:

(a)     any insurance money received under an insurance policy
which the Landlord was obliged to effect under this Lease
where the Landlord has incurred expenses in making good
the insured loss itself; and

(b)     any money received from any person (other than the service
charge paid by the tenants in the Estate) who was liable
to contribute to the cost of compliance with the
Landlord's obligations under this Lease where the Landlord
has itself incurred the expense towards which that person
contributed;

"Net Expenses" means the amount by which Gross Expenses exceeds
Income;

"Provisional Service Charge" means:

(a)     in respect of the period from the [                  ] to
the Accounting Date next following the date of this Lease
the annual sum of L 5,310; and

(b)     in respect of each subsequent Financial Year, the sum
fixed from time to time by the Landlord or its agents
acting reasonably (who may be the managing agents for the
Estate) as being a reasonable estimate of the Tenant's
Share of the Net Expenses for the relevant Financial Year;

"Tenant's Share" means the same proportion of the Net Expenses
as the Gross Internal Area of the Property from time to time
bears to the Gross Internal Area of the Lettable Areas at such
time provided always that if the Landlord shall consider that
having regard to the nature and degree of use by the Tenant or
other tenants on the Estate of the facilities covered by the
Gross Expenses or any other factors which the Landlord may
reasonably consider relevant some other proportion ought
properly to be payable by the Tenant the Landlord may substitute
such other percentage as it shall consider reasonable either
with regard to all or any items making up the Net Expenses
provided that the proportion of the Net Expenses payable by the
Tenant shall not be increased by reason solely or in part of any
Lettable Areas being vacant or unlet.


6.      TENANT'S COVENANTS
(1)     Introduction
The Tenant covenants with the Landlord to comply with its
obligations set out in this clause and in clauses 5, 8 and 9.

(2)     Rent
The Tenant shall:

(a)     pay the yearly rent to the Landlord at the times and in
the manner referred to in clause 4 without any deduction;
and

(b)     not exercise or seek to exercise any right or claim to
withhold rent or any right or claim to legal or equitable
set-off.

(3)     Outgoings
The Tenant shall:

(a)     pay all present and future Outgoings assessed, charged or
imposed on, or payable in respect of the Property or the
Car Spaces or assessed, charged or imposed on, or payable
by the owner or occupier of the Property or the Car
Spaces;

(b)     pay the proportion properly attributable to the Property
or the Car Spaces of all Outgoings assessed, charged or
imposed on or payable in respect of the Property and other
properties or the Car Spaces and other car spaces or
assessed, charged or imposed on or payable by the owner or
occupier of the Property and other properties or the Car
Spaces and other car spaces;

(c)     pay all charges for the supply to and consumption at the
Property of water, gas and electricity and all charges for
telecommunications (including equipment rents) and observe
and perform all regulations of the supply authorities;

(d)     where such charges as are referred to in paragraph (c) are
made in relation to the Property and other properties or
upon the owner or occupier of the Property and other
properties, pay the suppliers and indemnify the Landlord
against the proportion of those charges properly
attributable to the Property or its owner or occupier; and

(e)     if the Landlord loses rating relief because it has been
allowed to the Tenant or any other person deriving title
under the Tenant during the Term, make good that loss to
the Landlord.

Provided that the Tenant shall not be obliged to pay such sums
referred to above to the extent that the same have been
recovered by the Landlord under Clause 5.

In this sub-clause "Outgoings" means rates, taxes, duties,
charges, assessments, impositions and outgoings whether
parliamentary, parochial, local or of any other description and
whether of the nature of capital or revenue and even though of a
wholly novel character and the proportion referred to in
paragraphs (b) and (d) shall be determined by the Landlord
acting reasonably and shall be conclusive save as to questions
of law and save in cases of manifest error.

(4)     Repair
The Tenant shall:

(a)     put and keep the Property in good repair and condition,
but shall not be obliged to repair damage caused by an
Insured Risk save where:

          (i)     the damage is not insured because of an exclusion,
          limitation or excess imposed by the insurers; or

          (ii)    and to the extent that the insurance monies are
          irrecoverable in whole or in part because of the
          act, default or omission of the Tenant, any person
          deriving title under the Tenant or anyone at the
          Property with the express or implied authority of
          any of them;

(b)     replace all the Landlord's fixtures and fittings in the
Property which become beyond repair during the Term with
those of no lesser quality;

(c)     keep all windows and other glass in the Property (both
inside and outside) clean, cleaning them at least once a
month and more frequently where necessary;

(d)     keep any open area within the Property adequately surfaced
(where appropriate) in good condition, properly cultivated
(where landscaped) and free from weeds;

(e)     enter into and maintain throughout the Term fully
comprehensive maintenance contracts in respect of all
plant, equipment and machinery forming part of the
Property with a reputable company or companies and produce
the contracts to the Landlord on demand with evidence that
any payments due under them are paid up to date;

(f)     ensure that the electrical circuits within the Property
comply with the then current regulations of the Institute
of Electrical Engineers or other amended standards or
recommended current codes of practice (save that this
shall not obligate the Tenant to upgrade the existing
circuits within the Property save where it is unlawful not
to do so); and

(g)     notify the Landlord of all defects in the Property which
are relevant defects for the purpose of section 4 of the
Defective Premises Act 1972.

(5)     Redecoration
The Tenant shall redecorate the exterior of the Property in
every third year and in the last year of the Term and the
interior of the Property in every fifth year and in the last
year of the Term in colours and patterns which, in the case of
external decorations, shall be first approved by the Landlord at
all times during the Term and, in the case of internal
decorations, shall be first approved by the Landlord in the last
year of the Term.  The Tenant shall also have all parts of the
Property requiring treatment for their preservation and
protection treated in accordance with the best approved manner
for preserving and protecting them.  All works under this sub-
clause shall be carried out in a good and workmanlike manner and
with suitable, good quality materials.

In this sub-clause the "last year of the Term" means the period
of 12 months ending at the End of the Term and all approvals
shall not be unreasonably withheld or delayed by the Landlord.

(6)     Entry by the Landlord
The Tenant shall:

(a)     permit the Landlord to enter the Property to examine its
condition and take inventories;

(b)     permit the Landlord to enter the Property to exercise any
of the rights reserved to the Landlord by this Lease and
for any other reasonable purpose connected with the
management of the Estate subject to the Landlord making
good to the Tenant all damage to the Property but not
being obliged to compensate the Tenant for any loss
suffered by the Tenant or for any nuisance, annoyance,
inconvenience, noise or vibration;

(c)     permit the Landlord and any person acting as valuer under
clause 4 to enter the Property and inspect and measure the
Property for all purposes connected with insurance of the
Property, any action under the Landlord and Tenant Act
1954 Part II, or the implementation of clause 4; and

(d)     furnish all information relevant for those purposes as the
Landlord or anyone having a right of entry under this sub-
clause may reasonably request.

Except in case of emergency the Landlord shall give the Tenant
reasonable prior written notice before exercising the right of
entry and shall comply with the Tenant's reasonable security and
confidentiality requirements.  After notice or in case of
emergency the Landlord may break into the Property.  Such rights
shall be exercised in a reasonable manner and in such a way so
far as reasonably practicable as not to prevent the Tenant's
beneficial user and enjoyment of the Property and to use
reasonable endeavours not to damage or interfere with any
equipment or machinery or data transmission and storage
facilities in the Property and shall make good any damage
caused.

(7)     Remedy breaches
The Tenant shall remedy all breaches of covenant notified by the
Landlord to the Tenant which the Tenant is liable to remedy
under this Lease as soon as possible and in any event within
three months or sooner if appropriate after service of the
notice.  If the Tenant fails to do so the Landlord may enter the
Property and remedy the breach and such entry shall be subject
to the same conditions as referred to in clause 6(6).  All costs
and expenses incurred by the Landlord shall be paid by the
Tenant within 14 days of written demand.

(8)     Alterations
Subject to the rights granted to the Tenant in Schedule 2 to
this Lease the Tenant shall:

(a)     not make any alteration or addition to the Property (other
than the erection, alteration or removal of internal, non
structural, demountable partitioning) save as permitted by
paragraph (b);

(b)     not make any non-structural alteration to the Property
(other than as mentioned in paragraph (a)) nor make any
openings in or remove or subsequently rebuild the dividing
wall between the Property and Unit 8 without the prior
consent of the Landlord which shall not be unreasonably
withheld or delayed; and

(c)     before the End of the Term if required to do so by the
Landlord but not otherwise, remove any alteration or
addition (including any made before the beginning of the
Term) and make good all damage caused by the removal.

In this sub-clause a non-structural alteration is one which does
not affect the roof, foundations or exterior of the Property or
any load-bearing part of it.

(9)     Signs
The Tenant shall:

(a)     not display on the Property any signs visible from outside
the Property except those which in the Landlord's opinion
are reasonably necessary in connection with the business
carried on at the Property and which are in a form
approved by the Landlord and are affixed in positions
approved by the Landlord (such approvals not to be
unreasonably withheld or delayed);

(b)     at the End of the Term remove all signs (including any
erected before the beginning of the Term) and make good
all damage caused by their removal; and

(c)     not affix to the Property any external radio, television
or other aerial or satellite dish or any pole, mast, flag
or wire save with the prior written consent of the
Landlord such consent not to be unreasonably withheld or
delayed and in making such decision the Landlord shall
have due regard to the Tenant's use of the Property.

In this sub-clause "signs" includes signs, hoardings, posters,
placards, advertisements, letters, bills and inscriptions.

(10)    Use
The Property shall not be used for any purpose other than a use
within Class B1, Class B2 or Class B8 of the schedule to the
Town and Country Planning (Use Classes) Order 1987 as that Order
is in force at the date of this Lease.

(11)    Use obligations
The Tenant shall:

(a)     use any open area within the Property only for the purpose
for which it is designed and not keep any caravan or
temporary building on it;

(b)     not leave the Property unoccupied for more than a month
without notifying the Landlord and providing the security
arrangements reasonably required by the Landlord and its
insurers;

(c)     not do anything on the Property which may become a
nuisance or damage to the Landlord or any nearby owner or
occupier;

(d)     not allow to pass into the Conduits serving the Property
anything that may obstruct them or cause damage, danger or
pollution or anything poisonous or radioactive;

(e)     not bring onto or keep in the Property anything dangerous,
inflammable, explosive, or noxious save for materials
ordinarily and properly used in connection with
alternative power generation provided that such materials
are safely stored and are otherwise in accordance with all
statutory requirements and the reasonable requirements of
insurers;

(f)     not use the Property for any illegal purpose or for any
dangerous, noxious, or noisy occupation;

(g)     not use the Property for the holding of public meetings or
auction sales or as a residence or sleep at the Property
or keep any animal on it;

(h)     not overload the Property or its Conduits;

(i)     remove all refuse on a reasonably frequent basis but no
less than once a week and keep the Property clean, tidy
and in good order;

(j)     not obstruct any road or footpath on the Estate and not do
anything as a result of which reasonable use of the Common
Parts by others may be impeded; and

(k)     not park vehicles on or load or unload goods onto or from
vehicles save in those parts of the Property or the Common
Parts designated by the Landlord for that purpose.

(12)    Statutory requirements
The Tenant shall comply with every enactment and with the
requirements and recommendations of every authority relating to
or affecting the Property or its use or the employment of anyone
at the Property or any equipment or chattels in the Property and
whether applicable to the owner, landlord, tenant or occupier of
the Property save that this obligation shall not include
responsibility for compliance with anything relating to
remediation of any contamination affecting the Property which
was caused before the date hereof.

In this sub-clause "authority" includes every government
department, local or other authority and court of competent
jurisdiction.

(13)    Notices
The Tenant shall:

(a)     give the Landlord a copy of every notice or order or any
proposal for a notice or order issued to the Tenant, its
sub-tenants or any occupier of the Property or left at the
Property relating to the Property or the Tenant's its sub-
tenants or any occupiers use thereof within five Business
Days of its service;

(b)     (if it is the Tenant's responsibility to so comply in
accordance with the terms of this Lease) take all steps
necessary to comply with every notice or order without
delay; and

(c)     at the request and cost of the Landlord make or join with
the Landlord in making such objections or representations
in respect of the notice, order or proposal as the
Landlord shall reasonably require.

(14)    Fire authority requirements
The Tenant shall comply with all requirements and
recommendations of the appropriate authority and the Landlord's
insurers and all reasonable requirements of the Landlord as to
means of escape from the Property in case of fire or other
emergency and as to the provision and maintenance of fire
detection equipment, fire alarm equipment and fire fighting
equipment.

(15)    Planning Acts
The Tenant shall:

(a)     comply with the Planning Acts in relation to the Property,
any operations carried out at the Property and its use and
not commit any breach of planning control (as defined in
the Planning Acts);

(b)     obtain from the local planning authority planning
permission for the carrying out of any operation on the
Property or the institution or continuance of any use
which may constitute development within the meaning of the
Planning Acts;

(c)     not make any application for planning permission without
the Landlord's prior consent (which shall not be
unreasonably withheld or delayed) to the making of the
application, indemnify the Landlord against all charges
payable in respect of the application and repay to the
Landlord all reasonable and proper professional fees and
expenses properly incurred by the Landlord in connection
with the application;

(d)     forthwith after the grant or refusal of any application
give the Landlord a copy of the permission or the refusal;

(e)     not make any alteration or addition to or change of use of
the Property (being an alteration or addition or change of
use which is prohibited by or for which the consent of the
Landlord must be obtained under this Lease and for which a
planning permission must be obtained) before planning
permission for it has been produced to the Landlord and
acknowledged by the Landlord as satisfactory to it but so
that the Landlord may refuse to express satisfaction with
the planning permission on the grounds that anything
contained in it or omitted from it in the reasonable
opinion of the Landlord would be or be likely to be
materially prejudicial to the Landlord's interest in the
Property during the Term or after the End of the Term such
acknowledgement from the Landlord shall not be
unreasonably delayed;

(f)     pay any charge imposed under the Planning Acts in respect
of the carrying out of any operation or the institution or
continuance of any use;

(g)     unless the Landlord directs otherwise, carry out before
the End of the Term all works required to be carried out
as a condition of any planning permission which may have
been granted and implemented during the Term whether or
not the date by which the planning permission requires
those works to be carried out falls within the Term;

(h)     pay to the Landlord within 14 days of written demand a
fair and reasonable proportion of any compensation
received by the Tenant because of a restriction on the use
of the Property under the Planning Acts, any dispute as to
the proportion to be referred to arbitration;

(i)     produce to the Landlord all drawings, documents and other
evidence reasonably required by the Landlord to satisfy
itself that this sub-clause has been complied with;

(j)     not implement any planning permission without providing
reasonable security if reasonably required for compliance
with the conditions imposed by that permission;

(k)     not serve any purchase notice under the Planning Acts
requiring any authority to purchase the Tenant's interest
in the Property without first offering to surrender this
Lease at the price which might reasonably be expected to
be obtained from the authority under the purchase notice,
any dispute as to the amount of the price to be referred
to arbitration;

(l)     not to make any objection or adverse representation in
respect of any planning application made by or with the
consent of the Landlord:

          (i)     within 12 months before the date specified in clause
          15 of this Lease if the Tenant has served the notice
          referred to in that clause; or

          (ii)    within 12 months before the End of the Term unless
          the Tenant has exercised its rights to take a new
          lease under the provisions of the Landlord and
          Tenant Act 1954;

          and in either case this clause shall not prevent the
          Tenant making such objections if it is entitled to do so
          under a lease of another Unit on the Estate.

(16)    Obstruction
The Tenant shall not:

(a)     stop up, darken or obstruct any window or opening
belonging to the Property save as part of the Tenant's
usual security measures; or

(b)     give to any third party any acknowledgement that the
Tenant enjoys the access of light or air to any of the
windows or openings in the Property by the consent of a
third party; or

(c)     pay to any third party any sum of money or enter into any
agreement with any third party for the purpose of inducing
or binding him to abstain from obstructing the access of
light or air to any windows or openings.

(17)    Obstruction proceedings
If any of the owners or occupiers of nearby land or buildings do
or threaten to do anything which obstructs the access of light
or air to any of the windows or openings in the Property the
Tenant shall:

(a)     notify the same forthwith to the Landlord; and

(b)     permit and afford all reasonable assistance to the
Landlord to bring proceedings in the name of the Tenant
and at the joint cost of the Landlord and Tenant against
any of the owners or occupiers of the nearby land or
buildings in respect of the obstruction.

(18)    Acquisition of rights
The Tenant shall not allow any easement to be acquired over the
Property.  If any such easement is acquired or attempted to be
acquired, the Tenant shall give immediate notice of it to the
Landlord and at the request of the Landlord but at the cost of
the Tenant adopt the course reasonably required by the Landlord
for preventing the acquisition of the easement.

(19)    Party Matters
        The Tenant shall pay a fair proportion of all costs and expenses
payable in respect of repairing, lighting, cleansing and
maintaining anything used in common by the Property and any
other property to the extent that those costs and expenses are
not recovered under clause 5.  The proportion shall be
determined by the Landlord and shall be conclusive save as to
questions of law and save in the case of manifest error.

(20)    New Guarantor
If a guarantor's event of default occurs, the Tenant shall give
notice to the Landlord of the event within ten Business Days of
its occurrence.  If the Landlord serves notice on the Tenant
under this sub-clause within thirty Business Days of service of
the Tenant's notice, the Tenant shall procure that guarantors
reasonably acceptable to the Landlord shall covenant by deed
with the Landlord in the form set out in Schedule 5.

In this sub-clause a guarantor's event of default is any of the
following:

(a)     in the case of a Guarantor who is an individual:

          (i)     the death of the individual;

          (ii)    the individual being regarded as a patient under the
          Mental Health Act 1983 section 94;

          (iii)   an application being made for an interim order in
          respect of the individual or an interim order being
          made under the Act;

          (iv)    the making by the individual of a proposal for a
          voluntary arrangement;

          (v)     a petition being presented for a bankruptcy order to
          be made against the individual or a bankruptcy order
          being made;

(b)     in the case of a Guarantor which is a company:

          (i)     a proposal being made to the company and to its
          creditors for a voluntary arrangement;

          (ii)    a petition being presented for an administration
          order in respect of the company or an administration
          order being made;

          (iii)   the company having an administrative or other
          receiver or a manager appointed of the whole or any
          part of its property;

          (iv)    the company passing a resolution for winding up or a
          petition being presented for the winding up of the
          company or a winding up being made or the company
          being dissolved other than (in any such case) a
          voluntary winding up of a solvent company for the
          purposes of amalgamation or reconstruction;

          (v)     the company, having been registered as an unlimited
          company, being re-registered as a limited company
          without the previous consent of the Landlord;

(c)     in the case of a Guarantor who is an individual or which
is a company:

          (i)     the individual or the company entering into any kind
          of composition, scheme of arrangement, compromise or
          arrangement for the benefit of creditors or any
          class of creditors or permitting or suffering any
          distress or execution to be levied on his goods at
          the Property which remains unsatisfied for more than
          21 days;

          (ii)    there occurring in relation to the individual or the
          company in any country or territory in which he
          carries on business or to the jurisdiction of whose
          courts he or any of his property is subject any
          event which corresponds in that country or territory
          with any of those mentioned in paragraphs (a)(iii)
          to (v) or (b) above or the individual or the company
          otherwise becoming subject in any such country or
          territory to any law relating to insolvency,
          bankruptcy or winding up.

(21)    Costs
The Tenant shall pay the reasonable and proper costs and
expenses incurred by the Landlord:

(a)     in or in contemplation of any proceedings relating to the
Property under the Law of Property Act 1925 sections 146
and 147, or the Leasehold Property (Repairs) Act 1938, the
preparation and service of any notice under those sections
or the taking of steps subsequent to such notice
notwithstanding that forfeiture is avoided otherwise than
by relief granted by the Court;

(b)     in the preparation and service of any notice to repair or
any schedule of dilapidations at any time during the Term
or after the End of the Term;

(c)     in connection with the recovery of arrears of Rent or
other sums due to the Landlord under this Lease including
the levy or attempted levy of any distress; and

(d)     in respect of any application for consent required by this
Lease whether or not the consent is granted (including any
inspection of works authorised by the consent and of any
re-instatement of those works).

Where the Landlord could recover the cost of services or advice
under the first part of this sub-clause if they were undertaken
by a third party but those services or that advice are provided
by the Landlord or by a company which is a member of the same
group as the Landlord (within the meaning of section 42 of the
Landlord and Tenant Act 1954), the Tenant shall pay to the
Landlord or to that company a reasonable sum (plus VAT if
payable) for such services or advice but not more than the
amount payable by the Tenant if those services or that advice
had been provided by a third party

(22)    Indemnity
The Tenant shall:

(a)     pay and make good to the Landlord every loss and damage
incurred or sustained by the Landlord as a consequence of
every breach or non-observance of the Tenant's covenants
contained in this Lease and shall indemnify the Landlord
against all actions, claims, liabilities, costs and
expenses arising by reason of the breach; and

(b)     indemnify and keep the Landlord indemnified from liability
in respect of all loss, damage, actions, proceedings,
claims, demands, costs, damages and expenses in respect of
any injury to or the death of any person or damage to any
property or in respect of the infringement, disturbance or
destruction of any right by reason of or arising in any
way directly or indirectly out of:

          (i)     the state of repair or condition of the Property;

          (ii)    the act, omission or default of the Tenant, any
          person deriving title under the Tenant or any person
          at the Property with the express or implied
          authority of any of them;

          (iii)   the construction or existence of any additions or
          alterations to the Property;

          (iv)    the use of the Property;

          (v)     anything now or in the future attached to or on the
          Property;

          (vi)    the use of vehicles on the Property;

          (vii)   the omission of the Tenant to give written notice to
          the Landlord of any defects or items requiring
          repair of which the Tenant is aware or ought
          reasonably to be aware; and

          (viii)  any breach by the Tenant or by any person
          deriving title under the Tenant of any covenant by
          the Tenant or any condition contained in this Lease.

          Provided that the Tenant shall not be obliged to indemnify
          the Landlord in respect of such matters to the extent that
          such damage arises out of the Landlord's wilful misconduct
          or negligence.

(23)    Notices for sale and re-letting
The Tenant shall:

(a)     permit (at a suitable location which does not materially
interfere with or obstruct the access of light to the
Property) the Landlord during the six months before the
End of the Term to affix to the Property a notice (of a
suitable size and nature) for re-letting it;

(b)     permit (at a suitable location which does not materially
interfere with or obstruct the access of light to the
Property) the Landlord at any time during the Term to
affix to the Property a notice (of a suitable size and
nature) for dealing with the Landlord's interest in the
Property; and

(c)     permit all persons with written authority from the
Landlord or the Landlord's agent to view the Property upon
the Landlord giving at least 24 hours prior written notice
and subject to such person complying with the Tenant's
reasonable security and confidentiality requirements.

(24)    Regulations
The Tenant shall observe all reasonable regulations made by the
Landlord for the proper management of the Estate.

(25)    Car Spaces
The Tenant shall:

(a)     not use the Car Spaces otherwise than for the purpose of
the parking of one private motor car in each Car Space and
not to keep anything else in the Parking Area including,
without limitation, plant, equipment, materials,
containers of any description or any skip or other
receptacle for refuse or any caravan or temporary
building;

(b)     not without the express permission of the Landlord carry
out any repairs to any vehicle whilst it is in the Parking
Area and if permission is granted ensure that any repairs
are carried out in such manner as not to cause any
nuisance, annoyance, inconvenience or disturbance to the
Landlord or any tenant or occupier of the Estate or other
user of the Parking Area;

(c)     keep the Car Spaces and the surrounding area clean, tidy
and free from deposits of oil or grease;

(d)     not cause any obstruction in the Parking Area;

(e)     take all reasonable and proper precautions against fire
occurring in any vehicle using the Car Spaces;

(f)     not do anything in the Parking Area which causes nuisance,
annoyance, inconvenience or disturbance to the Landlord or
any tenant or occupier of the Estate or other user of the
Parking Area.

(26)    Freehold covenants
The Tenant shall observe and perform the covenants contained in
or referred to in the documents specified in Schedule 4 so far
as they relate to the Property and are still subsisting and
capable of taking effect and shall indemnify and keep
indemnified the Landlord from and against any non-observance or
non-performance of the same.

(27)    Yield up
The Tenant shall:

(a)     yield up the Property (except tenant's or trade fixtures
including those of the type listed on annexed schedule) to
the Landlord at the End of the Term with vacant possession
with an internal dividing wall between the Property and
the adjacent Unit numbered 8 constructed to the Landlord's
reasonable satisfaction and in accordance with the
specification of such wall contained in the Rent Review
Specification and otherwise in accordance with the
Tenant's covenants contained in this Lease; and

(b)     make good to the satisfaction of the Landlord all damage
occasioned by the removal of any tenant's or trade
fixtures.

(28)    Release of Landlord

If the Landlord or any former landlord applies for release of a
covenant under section 8 of the Landlord and Tenant (Covenants)
Act 1995:

(a)     the Tenant shall not object unreasonably to the release of
the Landlord or the former landlord; and

(b)     if, following such an application, the Tenant serves
notice objecting to the release, but the Court makes a
declaration that it is reasonable for the covenant to be
released, the Tenant shall indemnify the Landlord and any
former landlord against all loss, damage, costs and
expenses incurred or sustained by any of them as a result
of the objection of the Tenant.


7.      LANDLORD'S COVENANTS
(1)     Introduction
The Landlord covenants with the Tenant to comply with its
obligations set out in this clause and in clauses 5 and 9.

(2)     Quiet enjoyment
For so long as the Tenant pays the Rent and performs and
observes the covenants by the Tenant and the conditions
contained in this Lease the Tenant may peaceably and quietly
hold and enjoy the Property during the Term without any lawful
interruption by the Landlord or any person claiming under or in
trust for the Landlord.

(3)     Services
The Landlord shall use all reasonable endeavours to:

(a)     maintain in good working order and repair all Conduits in,
under or upon the Estate which serve the Property (other
than those which exclusively serve the Property); and

(b)     keep the surfaces of the Common Parts in good repair and
cleaned at regular intervals and reasonably well lit.

The Landlord will not be liable to the Tenant for any breach of
these obligations unless the Tenant has given the Landlord
notice of the breach and the Landlord is aware or should
reasonably be aware of the breach and has failed to remedy the
breach within a reasonable time of service of the notice.


8.      ALIENATION
(1)     Restrictions on alienation
The Tenant shall not:

(a)     save to the extent permitted by the following sub-clauses
of this clause, part with possession of the whole or any
part of the Property or part with or share occupation of
the whole or any part of the Property or permit occupation
by a licensee of the whole or any part of the Property or
hold on any trust the whole or any part of the Property;
nor

(b)     if it is an unlimited company, incorporate itself as a
limited company without the prior consent of the Landlord
(such consent not to be unreasonably withheld or delayed).

(2)     Assignment
The Tenant shall not:

(a)     assign part of the Property; nor

(b)     assign the whole of the Property without the prior consent
of the Landlord which, subject to sub-clauses (3) and (4),
shall not be unreasonably withheld or delayed.

(3)     Agreement as to circumstances
The Landlord and the Tenant agree that the Landlord may withhold
its consent to an assignment if any one or more of the following
circumstances (which are specified for the purposes of section
19(1A) of the Landlord and Tenant Act 1927) exist and it shall
not be regarded as unreasonably withholding its consent if it
does so:

(a)     any rent payable pursuant to clause 4(1) of this Lease
agreed service charge, insurance and VAT on such sums
payable in accordance with this Lease  due from the Tenant
under this Lease is unpaid;

(b)     the Landlord reasonably determines that the proposed
assignee is not a person who is likely to be able both to
comply with the tenant's covenants in this Lease and to
continue to be such a person following the assignment;

(c)     the proposed assignee or any proposed guarantor for it
(other than any guarantor under an authorised guarantee
agreement) has the benefit of state or diplomatic immunity
or the Landlord determines that it is likely to acquire
that immunity;

(d)     the proposed assignee is a company which is a member of
the same group (within the meaning of section 42 of the
Landlord and Tenant Act 1954) as the Tenant; and

(e)     the proposed assignee or any proposed guarantor for it
(other than any guarantor under an authorised guarantee
agreement) is a corporation registered in or an individual
resident in a jurisdiction in which a judgement obtained
in the courts of England and Wales will not necessarily be
enforced without any re-examination of the merits of the
case.

(4)     Agreement as to conditions
        The Landlord and the Tenant agree that the Landlord may grant
consent to an assignment subject to any one or more of the
following conditions (which are specified for the purposes of
section 19(1A) of the Landlord and Tenant Act 1927) and it shall
not be regarded as giving consent subject to unreasonable
conditions if it does so:

(a)     that before the assignment the Tenant enters into and
unconditionally delivers to the Landlord an authorised
guarantee agreement, such agreement to be a deed and to
contain the provisions in Schedule 6 or at the Landlord's
absolute discretion) such other provisions as the Landlord
shall reasonably prescribe and (in either case) such
ancillary provisions as the Landlord shall reasonably
prescribe;

(b)     that before the assignment any person (other than a former
Tenant) who at the time of the application for the consent
is guaranteeing the obligations and liabilities under this
Lease of the Tenant covenants by deed with the Landlord
that the Tenant shall perform its obligations under the
authorised guarantee agreement required under paragraph
(a), the deed to contain provisions equivalent to those
contained in paragraphs 1 to 4 and 9 of Schedule 5 and an
obligation on the part of the covenantor (in the event of
default on the part of the Tenant) to perform any
obligation entered into by the Tenant in the authorised
guarantee agreement to take up a new lease, and otherwise
to be in such form as the Landlord reasonably requires;

(c)     that before the assignment, if the Landlord determines it
to be necessary, one or more guarantors acceptable to the
Landlord, acting reasonably, covenant by deed with the
Landlord in the form set out in Schedule 5 (with
"assignee" substituted for "Tenant" in paragraphs 1 to 9
inclusive and with such other provisions as the Landlord
reasonably requires) in respect of the period during which
the assignee is bound by the tenant's covenants and the
conditions in this Lease;

(d)     that all rent payable pursuant to clause 4(1) of this
Lease agreed service charge, insurance and VAT on such
sums payable in accordance with this Lease due from the
Tenant under this Lease as at the date of the assignment
has been paid;

(e)     that the assignment is completed and registered with the
Landlord in accordance with sub-clause (14) within three
months of the date of the consent and that if it is not,
the consent shall be void but any of the guarantees
referred to in paragraphs (a) to (c) shall nevertheless
remain in full force and effect.

(f)     that before the assignment of this Lease to an assignee
who is not also taking an assignment of the adjacent Unit
numbered 8 the Tenant has constructed to the Landlord's
reasonable specification and satisfaction an internal
dividing wall between the Property and the adjacent Unit
numbered 8.

(5)     Further agreement
The Landlord and the Tenant agree that:

(a)     the Landlord may withhold consent to an assignment in
circumstances which are not referred to in sub-clause (3)
if it is reasonable to do so and may grant consent subject
to conditions which are not specified in sub-clause (4) if
the conditions are reasonable; and

(b)     any power on the part of the Landlord to determine any
matter for the purposes of sub-clauses (3) or (4) shall be
exercised reasonably.

(6)     Underletting
        The Tenant shall not:

(a)     underlet part only of the Property;

(b)     underlet the whole of the Property:

          (i)     without complying with the provisions of sub-clauses
          (7) to (11); and

          (ii)    without the prior consent of the Landlord, which
          shall not be unreasonably withheld or delayed.

(7)     Underletting Conditions
Not to underlet the whole of the Property without producing to
the Landlord:

(a)     an order of the Court under section 38(4) of the Landlord
and Tenant Act 1954 authorising the inclusion in the
intended underlease of an agreement excluding sections 24
to 28 of that Act; and

(b)     a written undertaking by the Tenant not to release the
intended undertenant from or otherwise waive or modify the
agreement authorised by the order

and without including the agreement in the intended underlease.

(8)     Covenants on underletting
        The Tenant shall procure that any intended undertenant covenants
by deed with the Landlord:

(a)     to pay the rent to be reserved by and the other sums to be
payable under the underlease and to perform and observe,
the tenant's covenants and the conditions to be contained
in the underlease throughout the period during which the
undertenant is bound by the tenant's covenants and
conditions in the underlease;

(b)     without prejudice to paragraph (a), not to assign the
underlet property without:

          (i)     first obtaining a deed of covenant from the intended
          assignee in favour of the Landlord in the same form
          (with the necessary changes) as the deed referred to
          in this sub-clause, including (without limitation)
          the covenants in this paragraph (b); and

          (ii)    if the Landlord reasonably requires, first obtaining
          a deed from one or more guarantors acceptable to the
          Landlord, acting reasonably, in favour of the
          Landlord guaranteeing the due and punctual payment
          and performance of all the obligations and
          liabilities of the intended assignee under the deed
          referred to in sub-paragraph (i), the deed to
          contain provisions equivalent to those contained in
          paragraphs 1 to 4 and 9 of Schedule 5 and otherwise
          to be in such form as the Landlord reasonably
          requires.

(9)     Guarantee on underletting
        If the Landlord reasonably requires, the Tenant shall procure
that, before the underlease is granted, one or more guarantors
acceptable to the Landlord, acting reasonably, guarantee (by way
of deed) to the Landlord, in respect of the period during which
the undertenant is bound by the tenant's covenants and the
conditions in the underlease, the due and punctual payment and
performance of all the obligations and liabilities of the
intended undertenant, the guarantee to contain provisions
equivalent to those contained in paragraphs 1 to 4 and 9  of
Schedule 5 and otherwise to be in such form as the Landlord
reasonably requires.

(10)    Form of underlease
The Tenant shall procure that every underlease shall:

(a)     contain the same tenant's covenants and other terms and
conditions as are contained in this Lease subject only to:

          (i)     such amendments as may be provided for in paragraphs
          (b) to (d); and

          (ii)    such amendments as may reasonably be required by the
          Tenant, having regard only to the duration of the
          proposed underlease, and as may be approved by the
          Landlord, such approval not to be unreasonably
          withheld;

(b)     not permit any assignment, underlease or other dealing or
disposal of the Property which is prohibited by the terms
of this Lease and prohibit any further underletting of the
whole or any part of the Property;

(c)     provide that where the underlease requires the undertenant
to obtain the landlord's consent, the undertenant shall be
required to obtain also the consent of the Landlord (such
consent not to be unreasonably withheld or delayed);

(d)     contain provisions that require a review of the rent
payable under the underlease to open market rent in
accordance with the provisions and at the dates for review
of the rent payable under this Lease, but this paragraph
shall not prohibit an underlease of the Property upon
terms that require review of the rent payable under the
underlease at dates additional to the dates for review of
the rent payable under this Lease;

(11)    Underlease requirements
        The Tenant shall:

(a)     not grant any underlease at a fine or premium;

(b)     not grant any underlease at a rent which at the time of
the grant of the underlease is less than the open market
rent of the Property;

(c)     not vary the terms of any underlease or release the
undertenant from any covenant or condition in the
underlease without the prior consent of the Landlord such
consent not to be unreasonably withheld or delayed and
shall notify the Landlord of any surrender of any
underlease;

(d)     not waive any breach of any of the covenants on the part
of the undertenant and the conditions contained in any
underlease but take all such reasonable steps as are
lawfully available to the Tenant (including re-entry) to
enforce such covenants and conditions;

(e)     procure that the rent reserved by any underlease is
reviewed in accordance with the provisions of the
underlease but not agree any revised rent with the
undertenant without the prior consent of the Landlord
(such consent not to be unreasonably withheld), and if on
any rent review under any underlease the revised rent is
to be determined by an independent third party, procure
that any reasonable representations which the Landlord may
wish to make concerning the revised rent are put forward
to the third party at the same time as the representations
of the Tenant and as though they were representations made
by the Tenant; and

(f)     procure that on any assignment of any underlease the
outgoing undertenant enters into an authorised guarantee
agreement and, where appropriate, guarantors enter into a
contractual guarantee in each case with the landlord under
the underlease in accordance with the provisions of the
underlease.

In paragraphs (c) to (f) of this sub-clause an underlease
includes any lease where, by virtue of the grant of this Lease,
the Tenant under this Lease becomes the holder of the immediate
reversion to that lease.

(12)    Associated companies
        The Tenant may share the occupation of any part of the Property
with a company which is a member of the same group as the Tenant
(within the meaning of section 42 of the Landlord and Tenant Act
1954) for so long as both companies remain members of that group
and provided that:

(a)     no relationship of landlord and tenant is created between
the two companies and no security of tenure is conferred
upon the occupier; and

(b)     within 15 Business Days of the commencement of the sharing
the Tenant gives to the Landlord notice of the company
sharing occupation and the address of its registered
office.

(13)    Charging
        The Tenant shall not

(a)     charge part of the Property; or

(b)     charge the whole of the Property by way of fixed security
without the prior consent of the Landlord, which shall not
be unreasonably withheld.

(14)    Registration of dealings
Within 15 Business Days of every assignment, transfer,
underlease or charge of the Property or the creation or transfer
of any interest derived out of the Term or any devolution of the
interest of the Tenant or any person deriving title under the
Tenant, the Tenant shall produce a certified copy of the
assignment, transfer, underlease or charge or (in the case of a
devolution) the document evidencing or under which the
devolution arises and pay the Landlord a registration fee of a
reasonable amount, being not less than L 25, in respect of each
assignment, transfer, underlease, charge or devolution.


9.      INSURANCE
(1)     Landlord's insurance obligations
Unless the insurance is vitiated by any act, default or omission
of the Tenant, any person deriving title under the Tenant or any
person at the Property with the express or implied authority of
any of them the Landlord shall keep the Property (other than
plate glass and tenant's or trade fixtures) insured with
insurers or underwriters selected by the Landlord in accordance
with the provisions of this clause to the extent to which the
Property is insurable and subject to all exclusions, limitations
and excesses imposed by the insurers.

(2)     Sum and risks insured
The Property shall be insured in a sum not less than its full
reinstatement cost (as determined from time to time by the
Landlord) against loss or damage by the Insured Risks.

(3)     Fees
The insurance shall extend to:

(a)     architects' and other professional fees in relation to the
reinstatement of the Property for a minimum sum of 15% of
the amount insured in respect of the Property;

(b)     the costs of demolition and removal of debris; and

(c)     loss of rent for such period as the Landlord may decide in
an amount which takes into account the Landlord's estimate
of potential increases in rent.

(4)     Production of policy
Whenever reasonably required to do so by the Tenant and at the
Tenant's cost, but not more often than twice a year, the
Landlord shall produce to the Tenant at the Landlord's office a
copy of the insurance policy or other evidence of it and
evidence of payment of the last premium.

(5)     Reinstatement
Subject to sub-clause (13) if the Property is destroyed or
damaged by any of the Insured Risks, then unless the insurance
is vitiated by any act, default or omission of the Tenant, any
person deriving title under the Tenant or any person at the
Property with the express or implied authority of any of them,
the Landlord shall use reasonable endeavours to:

(a)     obtain all consents and permissions necessary for
reinstatement as soon as reasonably possible;

(b)     subject to obtaining those consents and permissions, lay
out as soon as practicable all insurance monies received
by the Landlord (other than for fees and loss of rent) in
reinstating the Property; and

(c)     subject to the Tenant complying with its obligations in
sub-clauses (6)(a)(iii), (7) and(9) make good out of the
Landlord's own monies any deficiency (other than one
arising from an exclusion, limitation or excess imposed by
the insurers).

(6)     Tenant's insurance obligations
(a)     The Tenant shall pay to the Landlord on demand:

          (i)     every premium payable by the Landlord (including any
          part of it which the Landlord is entitled to retain
          by way of commission) for insuring the Property in
          accordance with its obligations in sub-clause (1)
          and for effecting insurance in respect of liability
          to third parties including members of the public and
          such other insurances as the Landlord reasonably
          considers desirable;

          (ii)    where the policy includes the Property and other
          properties, the proportion properly attributable to
          the Property of every premium payable by the
          Landlord (including any part of it which the
          Landlord is entitled to retain by way of commission)
          for insuring the Property and the other properties
          in accordance with its obligations in sub-clause (1)
          and for effecting (in relation to the Property and
          the other properties) the other insurances referred
          to in sub-paragraph (i), the proportion to be
          determined by the Landlord whose determination shall
          be conclusive save as to questions of law and save
          in case of manifest error;

          (iii)   the amount of any excess deducted or deductible by
          the insurers on any claim made by the Landlord; and

          (iv)    all costs and expenses reasonably incurred by the
          Landlord in obtaining a valuation of the Property
          for insurance purposes (provided this is limited to
          one such valuation every two years).

          All sums payable by the Tenant under paragraph (a)(i)  shall be
          reserved as rent.

(b)     The Tenant shall insure all plate glass in the Property
against all risks with an insurance company approved by
the Landlord in the joint names of the Landlord and the
Tenant and, on demand, produce a copy of the insurance
policy and evidence of payment of the last premium to the
Landlord.

(7)     Vitiation
The Tenant shall not use the Property or carry on any business
at the Property or do or omit to do at the Property anything
which may make void or voidable any policy for the insurance of
the Property or any nearby property of the Landlord.

(8)     Increased premium
The Tenant shall:

(a)     not without the prior consent of the Landlord use the
Property or carry on any business at the Property or do or
omit to do at the Property anything which may increase the
premium payable for the insurance; and

(b)     if consent is given, repay on demand to the Landlord any
resulting increased insurance premium payable by the
Landlord.

(9)     Irrecoverable reinstatement cost
If the Property is destroyed or damaged by any of the Insured
Risks and the insurance money under any insurance effected by
the Landlord is wholly or partly irrecoverable because of any
act, default or omission of the Tenant, any person deriving
title under the Tenant or any person at the Property with the
express or implied authority of any of them the Tenant shall pay
to the Landlord within 14 days of written demand the whole or
the appropriate proportion of the cost of reinstating the
Property.  Any dispute as to the amount of such proportion shall
be referred to arbitration.

(10)    Notice of damage
If the Property is destroyed or damaged by any of the Insured
Risks the Tenant shall give notice to the Landlord as soon as
the destruction or damage comes to the notice of the Tenant.

(11)    Double insurance
The Tenant shall not effect any insurance relating to the
Property against any of the Insured Risks.  If the Tenant is
entitled to the benefit of any insurance in respect of the
Property, the Tenant shall pay to the Landlord all monies
received by virtue of the insurance to enable the Landlord to
apply them in making good the loss or damage in respect of which
they have been received.

(12)    Cesser of rent
If the Property or any part of it (or the means of access to or
egress from it) is destroyed or damaged by any of the Insured
Risks so as to be unfit for occupation or use the rent or a fair
proportion of it according to the nature and extent of the
damage sustained shall be suspended until the Property (or the
means of access to or egress from it) has been reinstated and
made fit for occupation and use or until the end of three years
from the date of the destruction or damage, whichever first
occurs. Any dispute as to the amount of the proportion shall be
referred to arbitration.  This sub-clause does not apply if and
to the extent that the insurance monies in respect of loss of
rent are wholly or partially irrecoverable solely or partly
because of the act, default or omission of the Tenant or any
person deriving title under the Tenant or any person at the
Property with the express or implied authority of any of them.

(13)    Prevention of reinstatement
The Landlord shall not be obliged to reinstate the Property in
accordance with sub-clause (5) while prevented by a supervening
event.  If the Landlord is unable to commence reinstatement
within twenty four months from the date of destruction or damage
because of a supervening event and the Property or a substantial
part of it is unfit for occupation or use either party may
determine the Term by serving notice on the other party at any
time within six months of the end of the twenty four month
period.  On service of the notice the Term will cease but
without prejudice to any rights that any party may have against
another for breach of any of their respective covenants or the
conditions contained in this Lease and all insurance monies
shall belong to the Landlord.

In this sub-clause a supervening event means any of the
following:

(a)     inability of the Landlord to obtain the consents and
permissions referred to in sub-clause (5) despite using
all reasonable endeavours to do so;

(b)     grant of any of the consents or permissions subject to a
lawful condition with which it would be unreasonable to
expect the Landlord to comply or the Landlord being
requested as a precondition to obtaining any of the
consents or permissions to enter into an agreement with
the planning authority or any other authority containing
conditions with which it would be unreasonable to expect
the Landlord to comply;

(c)     some defect in the site upon which reinstatement is to
take place so that it could not be undertaken or could be
undertaken only at a cost unacceptable to the Landlord
(acting reasonably);

(d)     inability of the Landlord to obtain access to the site to
reinstate;

(e)     prevention of reinstatement by any cause beyond the
control of the Landlord.


10.     RE-ENTRY
(1)     If an Event of Default occurs then notwithstanding the waiver of
any previous right of re-entry the Landlord may re-enter the
Property or any part of it when the Term shall cease but without
prejudice to any rights or remedies which may then have accrued
to any party against another in respect of any antecedent breach
(including the breach in respect of which re-entry is made) of
any of the covenants or obligations contained in this Lease.

(2)     In this clause an Event of Default is any one of the following:

(a)     the Rent or any part of it is in arrear and unpaid for
seven Business Days after becoming payable (whether
formally demanded or not); or

(b)     a breach by the Tenant of any of the covenants by the
Tenant in this Lease; or

(c)     the Tenant (being a company) is deemed unable to pay its
debts under section 123 of the Insolvency Act 1986 or the
Tenant or any Guarantor (being a company) passes a
resolution for winding-up or the directors of any of them
present a petition for winding-up or an order for the
winding-up of the Tenant or any Guarantor is made (other
than (in any such case) a voluntary winding-up of a
solvent company for the purposes of amalgamation or
reconstruction) or the Tenant or any Guarantor is
dissolved; or

(d)     the Tenant (being a company) has an administrative or
other receiver or a manager appointed of the whole or any
part of its property or a petition is presented for an
administration order or an administration order is made in
respect of the Tenant or any Guarantor; or

(e)     the Tenant (being a company) being registered as an
unlimited company is re-registered as a limited company
without the previous consent of the Landlord; or

(f)     the Tenant (being an individual) presents a petition for a
bankruptcy order to be made against him or a bankruptcy
order is made against the Tenant or any Guarantor; or

(g)     in relation to the Tenant (whether an individual or a
company) a proposal is made or the Tenant (whether a
company or an individual) enters into any kind of
composition, scheme of arrangement, compromise or
arrangement for the benefit of creditors or any class of
creditors or permits or suffers any distress or execution
to be levied on his goods; or

(h)     there occurs in relation to the Tenant  in any country or
territory in which any of them carries on business or to
the jurisdiction of whose courts any of them or any of the
property of any of them is subject to any event which
corresponds in that country or territory with any of those
mentioned in paragraphs (c) to (g) above or the Tenant
otherwise becomes subject in any such country or territory
to any law relating to insolvency, bankruptcy or winding
up.


11.     GUARANTEE
The Guarantor covenants with the Landlord in the terms set out
in Schedule 5 in respect of the period during which Exodus
Internet Limited is bound by the Tenant's covenants and
conditions in this Lease and any additional period during which
Exodus Internet Limited is liable under an authorised guarantee
agreement.


12.     VALUE ADDED TAX
(1)     If any VAT is chargeable on any supply made to the Tenant under
the terms of this Lease, the Tenant shall pay by way of
additional consideration the amount of that VAT and the Landlord
shall provide a valid VAT invoice in relation to such VAT to the
Tenant.

(2)     Without limiting sub-clause (1) above, each sum reserved or
payable by the Tenant under the terms of this Lease is exclusive
of VAT (if any) and is accordingly to be construed as a
reference to that sum plus any VAT in respect of it, and where
any sum is reserved as rent, the VAT is also reserved as rent.

(3)     If VAT is chargeable on any supply made by the Landlord to the
Tenant for which a sum is not reserved or payable under the
terms of this Lease, the Tenant shall pay that VAT to the
Landlord against issue of a VAT invoice five Business Days
before the Landlord has to pay the VAT to Customs.

(4)     Where under the terms of this Lease the Tenant is obliged:

(a)     to make any payment to the Landlord or any other person
(including, without limitation, by way of service charge,
indemnity or reimbursement) by reference to any amount
incurred or which will or may be incurred by the Landlord
or any other person; or

(b)     otherwise to pay all or part of the consideration for any
supply made to the Landlord or any other person,

        then without prejudice to sub-clauses (1) to (3) above, the
Tenant shall not be obliged to pay any amount in respect of VAT
to the extent that it is recoverable by the Landlord or any
other person as appropriate.

(5)     For the purposes of sub-clause (3) above, VAT is recoverable by
a person, if that person (or any company treated as a member of
the same VAT Group as that person) is entitled to credit for it
as input tax under sections 25 and 26 VATA 1994.  For the
avoidance of doubt, VAT is not recoverable by a person only
because he could elect to waive exemption, but has not done so.

(6)     Where for the purposes of this Lease it is necessary to
calculate or estimate the cost or value of anything, including
any building, structure, work, item, act or service, the cost or
value shall be calculated or estimated so as to include any VAT
which will or may be incurred in addition.

(7)     This clause shall not affect the generality of clause 6(3)
(Outgoings).

(8)     Where the Tenant pays to the Landlord VAT in respect of any
supply by the Landlord to the Tenant, the Landlord shall issue
the Tenant with a proper VAT invoice in respect of that VAT.

(9)     If the Landlord wishes to make an election to waive the
exemption in respect of the Property under paragraph 2 of
Schedule 10, VATA 1994, the Landlord shall notify the Tenant, no
less than 20 Business Days before the election is to take
effect, of the election and the date on which it is intended to
take effect.

(10)    If for any reason the election referred to in sub-clause (9)
above is validly revoked within three months after coming into
effect, the Landlord shall repay to the Tenant any VAT paid by
the Tenant, five Business Days after receipt by the Landlord
from Customs of acknowledgement of the revocation.


13.     TRUSTEE LIABILITY PROVISION
(1)     Lloyds Bank Plc has entered into this Lease in its capacity as
trustee of Schroder Exempt Property Unit Trust ("SEPUT") and
therefore notwithstanding any other provision contained in this
Lease neither Lloyds Bank Plc nor any successor trustee of SEPUT
shall be obliged to meet any liability or claim hereunder save
to the extent that the same can be met by it out of the Trust
Assets.

(2)     For the purposes of this clause "Trust Assets" means the assets
for the time being held upon the trusts of SEPUT.


14.     GENERAL
(1)     Interest and powers of recovery
If any Rent or other sum payable under this Lease is not paid on
the day falling 7 days after the date on which it is due it
shall bear interest from the date on which it is due until the
date of payment at the Default Interest Rate compounded
quarterly.  Every amount payable under this Lease shall be
reserved as rent and shall be recoverable as rent in arrear.

(2)     Disputes
In relation to disputes:

(a)     any statement in this Lease that any dispute shall be
referred to arbitration means that the dispute shall be
determined by a single arbitrator agreed by the Landlord
and the Tenant and failing agreement by a single
arbitrator appointed by the president or his deputy for
the time being of the Royal Institution of Chartered
Surveyors in accordance with the Arbitration Acts 1950 to
1979 and 1996; and

(b)     any dispute between the Tenant and any tenant or occupier
of any other property owned or leased by the Landlord
about any right in connection with the use of the Property
and the other property or about any boundary structure
separating the Property from the other property shall be
determined by the Landlord acting reasonably.

(3)     Compensation
Subject to the provisions of section 38(2) of the Landlord and
Tenant Act 1954 neither the Tenant nor any person deriving title
under the Tenant shall be entitled on quitting the Property to
any compensation under section 37 of that Act.

(4)     Joint and several liability
Where the Tenant or any Guarantor is more than one person:

(a)     those persons shall be jointly and severally responsible
in respect of every obligation undertaken by them under
this Lease; and

(b)     the Landlord may release or compromise the liability of
any of those persons under this Lease or grant any time or
other indulgence without affecting the liability of any
other of them.

(5)     Whole agreement
This Lease contains the whole agreement between the parties
relating to the transaction contemplated by this Lease and
supersedes all previous agreements between the parties relating
to the transaction.

(6)     Representations
The Tenant acknowledges that in agreeing to enter into this
Lease, the Tenant has not relied on any representation,
warranty, collateral contract or other assurance. The Tenant
waives all rights and remedies which, but for this sub-clause,
might otherwise be available to it in respect of any such
representation, warranty, collateral contract or other
assurance, but nothing in this sub-clause shall limit or exclude
any liability for fraud.

(7)     Rights of entry
All rights of entry exercisable by the Landlord extend to
include (without limitation) its employees, agents, surveyors,
contractors and licensees with or without plant, equipment,
appliances and materials.

(8)     Interpretation of covenants
Any covenant by the Tenant not to do or omit anything shall be
construed as though the covenant was in addition a covenant not
to permit or suffer to be done or omitted that thing.

(9)     Tenant's possessions
If after the Tenant has vacated the Property at the End of the
Term any of the Tenant's possessions remain on the Property and
the Tenant fails to remove them within fifteen Business Days
after being requested to do so by the Landlord then:

(a)     the Landlord may dispose of the possessions as agent for
the Tenant;

(b)     (if disposal is by sale) subject to paragraph (c) the
Landlord shall hold the proceeds of sale after deducting
the costs and expenses of removal, storage and sale
incurred by it to the order of the Tenant;

(c)     if the Tenant fails to claim the proceeds of sale within
sixty Business Days of the date of the sale, the Landlord
may keep them;

(d)     the Tenant indemnifies the Landlord against:

          (i)     any liability incurred by the Landlord to any third
          party whose possessions have been sold by the
          Landlord in the mistaken belief (which shall be
          presumed) that the possessions belonged to the
          Tenant;

          (ii)    any damage caused to the Property by the
          possessions; and

          (iii)   all loss, damage, actions, proceedings, claims,
          demands, costs, damages and expenses properly
          incurred or suffered by or brought or awarded
          against the Landlord as a result of the presence of
          the possessions on the Property after the Tenant has
          left it at the End of Term.

(10)    Other land
Nothing contained in or implied by this Lease shall:

(a)     impose or be deemed to impose any restriction on the use
of any land or buildings not comprised in this Lease; or

(b)     give the Tenant:

          (i)     the benefit of or the right to enforce or to have
          enforced or to prevent the release or modification
          of any covenant, lease, condition or stipulation
          entered into by any purchaser or tenant from the
          Landlord in respect of any property not comprised in
          this Lease; or

          (ii)    the right to prevent or restrict in any way the
          development of any land not comprised in this Lease.

(11)    Severance
To the extent that any provision of this Lease is rendered void
by section 25 of the Landlord and Tenant (Covenants) Act 1995,
that provision shall be severed from the remainder of this Lease
which shall remain in full force and effect.  In this sub-clause
"provision" includes a clause, a sub-clause or a schedule or any
part of any of them.

(12)    Perpetuity Period
The perpetuity period applicable to this Lease is 80 years
beginning on the date of this Lease and whenever in this Lease
either the Landlord or the Tenant is granted a future interest
it must vest within that period and if it has not it will be
void for remoteness.

(13)    Notices in writing
Every notice, consent, approval or direction given under this
Lease shall be in writing.

(14)    Counterparts
This lease may be executed in any number of counterparts, all of
which, taken together, shall constitute one and the same lease
and any party may enter into this lease by executing a
counterpart.


15.     BREAK CLAUSE
(1)     The Tenant may terminate this Lease on
[                         ](the "Termination Date") by giving to
the Landlord not less than one year and one day's prior written
notice, subject to the Tenant:

(1)     paying any arrears of rent payable pursuant to clause
4(1) and VAT thereon on or before the Termination Date;

(2)     giving up vacant possession of the Property by the
Termination Date;

(3)     making the payment specified in clause 15(2).

        In such case the Term shall cease on the Termination Date and no
party shall have any further rights or obligations under this
Lease, but this shall not affect any rights or remedies which
may have accrued at the Termination Date to any party against
the other in respect of any prior breach of any of the covenants
and conditions contained in the lease.

(2)     On the Termination Date the Tenant shall pay the Landlord a sum
calculated in accordance with clause 15(3) and shall hand over
to the Landlord the original Lease and all other title deeds and
documents relating to the Tenant's interest in the Property and
shall execute such documents as the Landlord shall reasonably
require in order to cancel any entry or title at H.M. Land
Registry.


(3)     The Tenant shall pay a sum calculated in accordance with the
following formula:

                                     R x IF2
                                         ---
                                         IF1

where:

        R = the annual rent payable pursuant to clause 4(1)  of this Lease at
            the Termination Date or the  annual rent that would be payable but
            for any cesser or abatement of rent;

Index Figure = the monthly index figure of rental growth published by Investment
            Property Databank Limited  in relation to industrial properties
            in Greater London or in the event of such publication  ceasing,
            such other reasonably comparable index  nominated by the Landlord;

       IF1 = the Index Figure last published prior to the  tenth anniversary
             of the Term Commencement Date;

       IF2 = the greater of (a) the Index Figure last published prior to the
             Termination Date or (b)  IF1.

16.     NOTICES
(1)     Any notice or other document served under this Lease may be
served in any way in which a notice required or authorised to be
served under section 196 of the Law of Property Act 1925 may be
served.

(2)     During such period that the reversion to this Lease is vested in
the trustee of Schroder Exempt Property Unit Trust no notice
shall be deemed to be validly served on the Landlord unless a
copy of such notice is also served on Schroder Property
Investment Management Limited at 31 Gresham Street, London  EC2V
7QA or such other address as the Landlord shall notify to the
Tenant.


17.     GOVERNING LAW AND JURISDICTION
(1)     This Lease is governed by and shall be construed in accordance
with English law.

(2)     The Tenant and the Guarantor submit to the jurisdiction of the
English courts for all purposes relating to this Lease and
appoint Dibb Lupton Alsop (ref RSS) 125 London Wall  London EC2Y
5AE (or such other person in the UK as the Guarantor and the
Tenant may from time to time nominate by written notice to the
Landlord) as agent of each of them for service of process and so
that each appointment shall be irrevocable until such time as
the Guarantor and the Tenant have given written notice to the
Landlord of an alternative person in the UK to accept service of
process on their behalf

I N  W I T N E S S  of which this Lease has been executed as a deed
and has been delivered on the date which first appears on page 1.

                                    SCHEDULE 1

                                   The Property

Land on the north side of Coronation Road, Park Royal  London NW10
which for the purpose of identification only is shown edged red on the
Plan with the building on it having a Gross Internal Area (as defined
in the Code) of [               ] square feet and known as Unit 9,
Phase 3 Matrix Park, Coronation Road, Park Royal, London, NW10.  In
this Schedule the Code means the fourth edition of the Code of
Measuring Practice published by the Royal Institution of Chartered
Surveyors and the Incorporated Society of Valuers and Auctioneers.



                                    SCHEDULE 2

                            Rights granted to the Tenant


1.      The right to use the Common Parts for all reasonable and
appropriate purposes connected with the use and enjoyment of the
Property pursuant to this Lease (subject to temporary
interruption for repair and maintenance).

2.      The right to park 12 motor cars in the Car Spaces.

3.      The right to use the Conduits in the Estate which serve the
Property (subject to temporary interruption for repair,
alteration or replacement).

4.      The right of support and protection from the other parts of the
Estate as now enjoyed by the Property.

5.      Subject to obtaining the prior written consent of the Landlord
(such consent not to be unreasonably withheld or delayed but
which consent may be made subject to reasonable requirements and
conditions of the Landlord) the right to lay within the Common
Parts but along routes reasonably specified by the Landlord
additional Conduits to serve the Property.

6.      Subject to the giving of reasonable prior notice to the Landlord
and to compliance with all reasonable requirements of the
Landlord the right to enter the Common Parts in order to
maintain, repair, replace or alter any Conduits now or hereafter
exclusively serving the Property the Tenant causing to others as
little inconvenience and disturbance as practicable and making
good without delay all damage thereby occasioned.


                                    SCHEDULE 3

                         Rights reserved to the Landlord

1.      The right to use the Conduits in the Property which serve other
parts of the Estate, the right to install new Conduits for the
benefit of the remainder of the Estate and the right to repair,
maintain and renew existing and new Conduits.

2.      The right to enter the Property to exercise any of the rights
referred to in this Schedule or for the purposes set out in
clause 6(6) PROVIDED THAT such right shall only be exercised
(except in case of emergency) by giving reasonable prior notice
to the Tenant and by complying with the Tenant's reasonable
security and confidentiality requirements.

3.      All rights of light or air or other easements or rights over or
belonging to any other land or buildings (including other parts
of the Estate).

4.      The right to build, re-build or carry out any works on any other
land or buildings (including other parts of the Estate) even if
it interferes with the passage of light or air to the Property
or causes nuisance, damage, annoyance or inconvenience to the
Tenant or occupier of the Property by noise, dust, vibration or
otherwise provided that it does not materially affect the
ability of the Tenant or the occupier to use the Property for
any purpose permitted by this Lease.

5.      The support and protection from the Property enjoyed by other
parts of the Estate.

6.      The right to build, alter and install and afterwards to maintain
buildings, structures and fixtures on, into or projecting over
or under or taking support from the Property (but those
buildings, structures and fixtures shall not become part of the
Property).



                                    SCHEDULE 4

                          Matters affecting the freehold

All matters registered or pending registration as at the date hereof
in the Property and Charges Registers of Title Number AGL54738
maintained by HM Land Registry (with the exception of Financial
charges, if any) and the Deed dated 7th August 1998 made between the
Landlord and Railtrack insofar as such matters affect the Property
still subsist and are capable of enforcement


                                    SCHEDULE 5

                               Guarantee Provisions

1.      The Guarantor guarantees to the Landlord the due and punctual
payment and performance by the Tenant of all the tenant's
obligations and liabilities under this Lease and shall indemnify
the Landlord against all losses, damages, costs and expenses
arising or incurred by the Landlord as a result of the non-
payment or non-performance of those obligations or liabilities.

2.      The obligations of the Guarantor under this Lease:

(a)     constitute a direct, primary and unconditional liability
to pay on demand to the Landlord any sum which the Tenant
is liable to pay under this Lease and to perform on demand
by the Landlord any obligation of the Tenant under this
Lease without the need for any recourse on the part of the
Landlord against the Tenant;

(b)     will not be affected by:

          (i)     any time or indulgence granted to the Tenant by the
          Landlord;

          (ii)    any legal limitation, disability or other
          circumstances relating to the Tenant or any
          irregularity, unenforceability or invalidity of any
          obligations of the Tenant under this Lease;

          (iii)   any licence or consent granted to the Tenant or any
          variation in the terms of this Lease save as
          provided in section 18 of the Landlord and Tenant
          (Covenants) Act 1995;

          (iv)    the release of one or more of the parties defined as
          the Guarantor (if more than one); or

          (v)     any other act, omission, matter, event or thing
          whereby (but for this provision) the Guarantor would
          be exonerated in whole or in part from the guarantee
          other than a release by deed given by the Landlord.

3.      So long as this guarantee remains in force the Guarantor shall
not:

(a)     in the event of any bankruptcy, liquidation,
rehabilitation, moratorium or other insolvency proceedings
relating to the Tenant, claim or prove as creditor in
competition with the Landlord; or

(b)     be entitled to claim or participate in any security held
by the Landlord in respect of the obligations of the
Tenant under this Lease; or

(c)     exercise any right of set-off against the Tenant.

4.      If the Landlord brings proceedings against the Tenant, the
Guarantor shall be bound by any findings of fact, interim or
final award or interlocutory or final judgment made by an
arbitrator or the court in those proceedings in so far as the
same relate to the subject matter of this Lease PROVIDED THAT
the Landlord shall have served a copy of the writ summons
petition or similar process which initiated such proceedings on
the Guarantor before the expiry of 7 days after such proceedings
were initiated


5.      If:

(a)     the Tenant (being a company) enters into liquidation and
the liquidator disclaims this Lease; or

(b)     the Tenant (being a company) is dissolved and the Crown
disclaims this Lease; or

(c)     the Tenant (being an individual) becomes bankrupt and the
trustee in bankruptcy disclaims this Lease; or

(d)     this Lease is forfeited,

        then within six months after the disclaimer or forfeiture the
Landlord may require the Guarantor by notice to accept a lease
of the Property for a term equivalent to the residue which would
have remained of the Term if there had been no disclaimer or
forfeiture at the same rents and subject to the same covenants
and conditions (including those as to the review of rent) as are
reserved by and contained in this Lease (with the exception of
this Schedule).

6.      The new lease and the rights and liabilities under it shall take
effect as from the date of the disclaimer or forfeiture and the
Guarantor shall be liable for all payments due under the new
lease as from the date of disclaimer or forfeiture as if the new
lease had been granted on the date of disclaimer or forfeiture.

7.      The Guarantor or his personal representatives shall pay the
Landlord's costs of and accept the new lease and shall execute
and deliver to the Landlord a counterpart of it.

8.      If the Landlord does not require the Guarantor to take a Lease
of the Property, the Guarantor shall pay to the Landlord on
demand a sum equal to the rent that would have been payable
under this Lease but for the disclaimer or forfeiture in respect
of the period from the date of the disclaimer or forfeiture
until the date which is six months after the date of the
disclaimer or forfeiture or the date on which the Property has
been re-let by the Landlord, whichever first occurs.

9.      If any VAT is payable by the Tenant to the Landlord under the
terms of the Lease, the Guarantor's obligation shall extend to
that VAT.  If the Guarantor makes any payment in respect of VAT,
the Landlord's obligation to issue a VAT invoice to the Tenant
under the Lease in respect of that VAT shall not be affected,
and the Landlord shall not be under any obligation to issue a
VAT invoice to the Guarantor in respect of that VAT.


                                     SCHEDULE 6

                           Authorised guarantee provisions


1.      The Guarantor guarantees to the Landlord the performance by the
Assignee throughout the Guarantee Period of each of the
covenants falling to be complied with by the tenant under this
Lease and shall indemnify the Landlord against all losses,
damages, costs and expenses arising or incurred by the Landlord
as a result of such non-performance.

2.      The obligations of the Guarantor under this guarantee will not
be affected by:

(a)     any time or indulgence granted to the Assignee by the
Landlord;

(b)     any legal limitation, disability or other circumstances
relating to the Assignee or any irregularity,
unenforceability or invalidity of any obligations of the
Assignee under this Lease;

(c)     any licence or consent granted to the Assignee or any
variation in the terms of this Lease save as provided in
section 18 of the Act;

(d)     the release of one or more of the parties defined as the
Guarantor (if more than one); or

(e)     any other act, omission, matter, event  or thing whereby
(but for this provision) the Guarantor would be exonerated
in whole or in part from the guarantee other than a
release under seal given by the Landlord.

3.      The Guarantor is liable to the Landlord under this guarantee as
sole or principal debtor and the obligations of the Guarantor
under this guarantee constitute a direct, primary and
unconditional liability to pay on demand to the Landlord any sum
which the Assignee is liable to pay under this Lease and to
perform on demand by the Landlord any obligation of the Assignee
under this Lease without the need for any recourse on the part
of the Landlord against the Assignee.  If the Landlord brings
proceedings against the Assignee, the Guarantor shall be bound
by any findings of fact, interim or final award or interlocutory
or final judgment made by an arbitrator or the court in those
proceedings.

4.      If during the Guarantee Period the Assignee (being a company)
enters into liquidation and the liquidator disclaims this Lease,
or the Assignee (being a company) is dissolved and the Crown
disclaims this Lease, or the Assignee (being an individual)
becomes bankrupt and the trustee in bankruptcy disclaims this
Lease, then within six months after the disclaimer the Landlord
may require the Guarantor by notice to enter into a new lease of
the Property for a term equivalent to the residue which would
have remained of the term granted by this Lease if there had
been no disclaimer at the same rents and subject to the same
covenants and conditions (including as to the review of rent) as
are reserved by and contained in this Lease.

5.      The new lease and the rights and liabilities under it shall take
effect as from the date of the disclaimer and the Guarantor
shall be liable for all payments due under the new lease as from
the date of disclaimer as if the new lease had been granted on
the date of disclaimer.

6.      The Guarantor shall pay the Landlord's costs of and accept the
new lease and shall execute and deliver to the Landlord a
counterpart of it.

7.      If the Landlord does not require the Guarantor to take a new
lease of the Property the Guarantor shall pay to the Landlord on
demand a sum equal to the rents that would have been payable
under this Lease but for the disclaimer in respect of the period
from the date of the disclaimer until the date which is six
months after the date of the disclaimer or the date on which the
Property has been re-let by the Landlord, whichever first
occurs.

8.      During the Guarantee Period the Guarantor shall not;

(a)     in the event of any bankruptcy, liquidation,
rehabilitation, moratorium or other insolvency proceedings
relating to the Assignee claim or prove as creditor in
competition with the Landlord; or

(b)     be entitled to claim or participate in any security held
by the Landlord in respect of the Assignee's obligations
to the Landlord under this Lease; or

(c)     exercise any right of set off against the Assignee.

9.      To the extent that any provision of this guarantee does not
conform with section 16 of the Act, that provision shall be
severed from the remainder of this guarantee and this guarantee
shall have effect as if it excluded that provision.

10      If any VAT is payable by the Tenant to the Landlord under the
terms of the Lease, the Guarantor's obligation shall extend to
that VAT.  If the Guarantor makes any payment in respect of VAT,
the Landlord's obligation to issue a VAT invoice to the Assignee
under the Lease in respect of that VAT shall not be affected,
and the Landlord shall not be under any obligation to issue a
VAT invoice to the Guarantor in respect of that VAT.

11.     In this Schedule:

"Act" means the Landlord and Tenant (Covenants) Act 1995;

"Assignee" means [insert name of assignee in respect of whom the
Tenant is entering into the authorised guarantee agreement];

"Guarantee Period" means the period during which the Assignee is
bound by the covenants by the Tenant in this Lease; and

"Guarantor" means the outgoing Tenant.


                                     SCHEDULE 7

                                Service Charge Costs

1.      The cost of inspecting, repairing, maintaining, cleaning,
decorating and lighting the whole of the Retained Areas
(including any party walls separating Lettable Areas) including
any retaining walls situate on the Estate and the boundary walls
and fences of the Estate and all Conduits serving the Estate
(excluding those serving solely any of the Lettable Areas).

2.      The cost of providing the services referred to in clause 7(3).

3.      The cost of the maintenance (including planting) of all open and
landscaped areas within the Retained Area.

4.      The cost of the erection and maintenance of directional or other
signs or notice boards relating to the Estate or it occupiers.

5.      The cost of the establishment and enforcement of regulations for
the benefit or better ordering of the Estate or any part of the
Estate.

6.      The cost of providing caretaking and security services to the
Estate.

7.      The cost of marking out the roads, footpaths, service areas,
loading bays and all other relevant parts of the Retained Areas.

8.      The cost of refuse disposal.

9.      The cost of all fuel for the functions referred to in the other
paragraphs of this Schedule.

10.     All Outgoings (as defined in clause 6(3)) assessed, charged or
imposed on the Estate as a whole and the Retained Areas.

11.     Any amount which the Landlord may be called upon to pay as a
contribution towards the expense of making, repairing,
maintaining, cleaning or lighting anything used by the Estate
and any nearby property.

12.     The cost of complying with, making representations against or
contesting the incidence of any enactment relating or alleged to
relate to the Estate.

13.     All professional fees reasonably and properly incurred by the
Landlord in connection with the administration and the general
management of the Estate including (without limitation):

(a)     the Landlord's agent's fees in connection with management
of the Estate (excluding rent collection); and

(b)     fees payable in connection with the service charge
account.

14.     The reasonable fees of the Landlord or any company associated
with the Landlord where the Landlord or that company, rather
than a third party, undertakes any obligations under this Lease
or other function referred to in this Schedule.

15.     The interest and fees on borrowing any money to finance any of
the functions referred to in this Schedule.

16.     Any other sum properly incurred by the Landlord in connection
with the management of the Estate.





SIGNED as a deed by                     )
                         Trust Manager  )
as attorney for LLOYDS BANK PLC         )
in the presence of:                     )


Witness's
Signature: ...............................................

Name : ...................................................

Address : ................................................

 ...............................................................

 ...............................................................






EXECUTED as a DEED by EXODUS
INTERNET LIMITED acting by
two Directors or a Director and its
Company Secretary


                                Director
                                Director/Secretary






SIGNED as a DEED by EXODUS
COMMUNICATIONS  Plc acting by
Richard Stoltz its Authorised Signatory
in accordance with the constitution of the
Company and the country in which it
is incorporated

                                Authorised Signatory





                    DATED                                       1999



                                 LLOYDS BANK PLC
                 (as trustee of Schroder Exempt Property Unit Trust)



                                     - and -



                             EXODUS INTERNET LIMITED



                                     - and -



                            EXODUS COMMUNICATIONS INC





                     ----------------------------------------
                                    L E A S E

                               of property known as
                           Unit 9 Phase 3 Matrix Park,
                     Coronation Road, Park Royal, London NW10
                     ----------------------------------------









                                  ALLEN & OVERY
                                     London
                                  PY0447813.01
<PAGE>


                    DATED                                   1999
                    --------------------------------------------



       LLOYDS BANK PLC (as Trustee for SCHRODER EXEMPT PROPERTY UNIT TRUST)(1)




                                     - and -



                             EXODUS INTERNET LIMITED (2)




                      -----------------------------------------
                             RENT SECURITY DEPOSIT DEED
                       Relating to Unit 9 Phase 3 Matrix Park
                      Coronation Road  Park Royal  London  NW10
                      -----------------------------------------







                                   WILDE SAPTE
                                  1 Fleet Place
                                 London EC4M 7WS

                               Tel. 0171 246 7000
                               Fax. 0171 246 7777

                         Ref: TLF/SJG/145764/PY447840.01


                                TABLE OF CONTENTS


Clause  Heading                                                       Page  No.

1.      Definitions and Interpretation                                    1
2.      The Deposit                                                       2
3.      The Deposit Account                                               3
4.      Withdrawals from and Maintenance of the Deposit Account           3
5.      Transfer of the Landlord's Interest                               4
6.      Release of Deposit                                                4
7.      Interest                                                          5
8.      Miscellaneous                                                     5



THIS DEED  is made the                   day of                      1999
BETWEEN

(1)     LLOYDS BANK PLC (as Trustee for SCHRODER EXEMPT PROPERTY UNIT
TRUST) of 71 Lombard Street  London  EC3P 3BS ("the Landlord")

(2)     EXODUS INTERNET LIMITED whose registered office is at Fountain
Precinct  Balm Green  Sheffield  South Yorkshire  S1 1RZ
(Company Number 3591136) ("the Tenant")

WHEREAS

(A)     This Deed is supplemental to the Lease

(B)     The Landlord is entitled to the reversion immediately
expectant upon the determination of the term of the Lease and
the Tenant is entitled to the residue of the term of the Lease


WITNESSES as follows:

1.      DEFINITIONS AND INTERPRETATION

1.1     Definitions

In this Deed unless the context otherwise requires or except
as otherwise expressly provided

the "Bank" means Lloyds Bank PLC or such other London Clearing
Bank or registered building society of the Landlord's choice
at which the Deposit Account is maintained from time to time

the "Deposit" means the moneys referred to in Clause 2 below
together with any interest credited to the Deposit Account and
any moneys received from the Tenant and added to the Deposit
Account

the "Deposit Account" means such interest bearing deposit
account opened at the Bank in the Landlord's name and into
which the Deposit is paid by the Landlord

the "Landlord" (where the context so admits) shall include its
successors in title and personal representatives

the "Lease" means the lease dated today made between the
Landlord and Tenant of the Property for a term of 25 years
from [              ] 1999 and includes all documents made
supplemental or pursuant thereto

"Net Asset Value" means tangible net asset value excluding
goodwill and intellectual property determined in accordance
with UK Accounting Principles.

"Net Profits" means net trading profit (excluding
extraordinary and exceptional items) or net investment income
(after deduction of management expenses) in each case after
tax and determined in accordance with UK Accounting Principles

the "Property" means Unit 9 Phase 3 Matrix Park  Coronation
Road  Park Royal  London NW10 being the property demised by
the Lease

"Rental Liability" means a sum equal to the rent from time to
time payable under the Lease or (if higher) the Landlord's
reasonable estimate of the anticipated rent payable under the
Lease following any rent review outstanding during the Years
of Account

"UK Accounting Principles" means UK accounting principles
generally accepted from time to time and consistently applied

"Years of Account" means three consecutive years of account

1.2     Interpretation

In this Deed (unless otherwise provided)

1.2.1   clause headings are inserted for ease of reference
only and shall not affect construction

1.2.2   reference to clauses and sub-clauses are to the
clauses and sub-clauses of and to this Deed and

1.2.3   words denoting one gender include all genders, words
denoting individuals or persons include corporations
and trusts and vice versa, words denoting the
singular include the plural and vice versa, and words
denoting the whole include a reference to any part
thereof


2.      THE DEPOSIT

2.1     The Landlord hereby acknowledges receipt of a bank draft
issued by a bank which is a member of CHAPS Limited or of the
receipt of monies by telegraphic transfer to its solicitors
account in the sum of L [insert amount equal to one year's
rent] plus Value Added Tax such payment being made as security
for the due performance and observance of the covenants
agreements and conditions on the part of the Tenant under the
Lease and all losses costs and expenses which the Landlord may
incur by reason of or consequent upon any breach of those
covenants agreements and conditions and (without prejudice to
the generality of the foregoing) as more particularly provided
in Clause 4 below and the Landlord shall be entitled to set
off the Deposit against any sums owed to it under the Lease

2.2     Following the ascertainment of a revised rent expressed as an
annual amount (the "Revised Rent") in accordance with clause 4
of the Lease the Tenant shall pay to the Landlord by way of a
bank draft issued by a bank which is a member of CHAPS Limited
within seven days of such ascertainment an additional sum
calculated in accordance with the following

formula (the "Additional Sum") plus VAT on the Additional Sum:

 L X = L A - B

Where:

 X = the additional sum to be paid to the Landlord in  accordance with this
    Clause

 A = the amount of the Revised Rent

 B = the yearly rent payable under clause 4 of the  Lease immediately
     prior to the ascertainment of the Revised Rent or the yearly rent
     which would be payable immediately prior to such ascertainment
     but for any abatement or suspension of rent under  the Lease

2.3     Within five Working Days of receipt of the Additional Sum by
the Landlord the Landlord shall pay the Additional Sum into
the Deposit Account and the Additional Sum shall thereafter
form part of the Deposit against which the Landlord shall be
entitled to set off any sums owed to it under the Lease in
accordance with this Deed


3.      THE DEPOSIT ACCOUNT

3.1     The Landlord shall forthwith place the Deposit in the Deposit
Account until withdrawal or repayment of the Deposit in
accordance with the terms of Clause 6 below

3.2     The Landlord shall also credit to the Deposit Account any sums
subsequently paid to it by the Tenant under Clause 4.2


4.      WITHDRAWALS FROM AND MAINTENANCE OF THE DEPOSIT ACCOUNT

4.1     The Landlord and Tenant hereby agree that without prejudice to
any other right or remedy which the Landlord may have under
this Deed or the Lease the Landlord shall be entitled on 5
days prior written notice to the Tenant to withdraw from the
Deposit from time to time the sums specified below which shall
thereupon become the absolute property of the Landlord

4.1.1   any liquidated and ascertained sum (including
interest) (whether rent or otherwise and whether or
not any formal demand has been made) which is due to
the Landlord from the Tenant in respect of the Lease
and which is unpaid for a period of fourteen days
after the due date

4.1.2   any liquidated and ascertained loss, expense, cost,
claim, liability or damage suffered or incurred by
the Landlord as the result of any breach of any
covenant agreement or condition on the part of the
Tenant under the Lease

4.2     The Landlord shall notify the Tenant in writing within
fourteen days after any withdrawal of any sum from the Deposit
and the reason for such withdrawal and (if the Lease is still
subsisting) the Tenant hereby covenants forthwith to pay the
Landlord for payment into the Deposit Account a bank draft
issued by a bank which is a member of CHAPS Limited for such
further sum as shall restore the Deposit to its balance prior
to such withdrawal

4.3     It is further agreed that if the Lease shall be forfeited or
disclaimed by any liquidator or trustee in bankruptcy of the
Tenant or otherwise determined otherwise than by agreement
(which agreement shall include the valid exercise of an option
to determine the Lease) the Deposit shall continue to be
available to the Landlord in the manner set out above until it
shall be exhausted or until there shall be no further
liability of the Tenant to the Landlord whereupon any
remaining balance of the Deposit shall be released to the
Tenant as soon as reasonably practicable

4.4     The Landlord should as soon as reasonably practicable pay into
the Deposit Account the full amount of any sum (together with
Interest (as defined in the Lease)) shown to have been
incorrectly withdrawn by the Landlord or if earlier following
the date on which the Landlord first becomes aware of an error
having been made


5.      TRANSFER OF THE LANDLORD'S INTEREST

If the Landlord transfers the reversion immediately expectant
upon the determination of the Lease before the Deposit has
become repayable to the Tenant pursuant to Clause 6 either

5.1     5.1.1   the Tenant shall if required by (and at the cost of)
the Landlord such costs if incurred by the Tenant to
be reasonable, enter into a rent deposit deed with
the transferee of such reversion in identical terms
to this Deed (but with the name of the transferee
being substituted for the name of the Landlord) and

5.1.2   the Landlord shall procure that any transferee enters
into a rent deposit deed with the Tenant in identical
terms to this Deed (but with the transferee's name
substituted for the name of the Landlord) and on
completion of such deed transfer the balance of the
Deposit to such account as shall have been opened by
the transferee (after the deduction of any sum
withdrawn pursuant to Clause 4 above) and upon
serving notice of such transfer on the Tenant shall
forthwith be released automatically from any further
liability under the terms of this Deed

or

5.2     The Landlord may instead release the balance of the Deposit to
the Tenant (after the deduction of any sum withdrawn pursuant
to Clause 4 above)


6.      RELEASE OF DEPOSIT

6.1     The Deposit or such part thereof as shall be remaining shall
be released by the Landlord and repaid to the Tenant on the
earlier of:

6.1.1   one calendar month after the expiration or sooner
determination (by agreement) of the term granted by
the Lease or its determination in consequence of the
exercise by the Tenant of any option to determine
conferred on it by the Lease and in either case
vacant possession of the premises demised by the
Lease being given to the Landlord; or

6.1.2   the Tenant demonstrating that it has made Net Profits
for each of the immediately preceding Years of
Account at least equal to three times the Rental
Liability and that in each of those Years of Account
it has a Net Asset Value of not less than five times
the Rental Liability

and provided always the Tenant has paid to the Landlord all
sums set out as in Clause 4 above (failing which the Landlord
may deduct such sums as are properly due from the Deposit) the
Landlord shall then release the balance to the Tenant within 5
working days of receipt of a written request from the Tenant
for such release

6.2     The Tenant may demonstrate that it satisfies the requirements
of Clause 6.1.2 by means of audited accounts or by means of
such other evidence as shall be reasonably acceptable to the
Landlord


7.      INTEREST

7.1     The Landlord shall use all reasonable endeavours to select a
Deposit Account which yields the best rate of interest
reasonably obtainable from the Bank having regard to the
provisions of this Deed

7.2     The interest accruing on the Deposit shall belong to the
Tenant but in the first instance shall be used in or towards
payment of any sums payable by the Tenant pursuant to clauses
2.3 and 4.2 of this Deed and subject thereto such interest
(less tax properly deducted) shall be paid to the Tenant on an
annual basis

7.3     All tax payable in respect of interest accruing on the Deposit
shall be paid by the Tenant from its own money


8.      MISCELLANEOUS

It is hereby agreed and declared that:
8.1     The existence of the Deposit shall not prejudice the
Landlord's ability to proceed against the Tenant for
any breach of any covenant agreement or condition on
the part of the Tenant under the Lease or entitle the
Tenant to withhold any moneys or fail to perform any
covenant agreement or condition under the Lease and
the Deposit shall not be regarded as an advance
payment of rent

8.2     The proviso for re-entry contained in the Lease shall
be exercisable as well upon any breach of any
covenant or obligation on the part of the Tenant
contained in this Deed as on the happening of any of
the events mentioned in the Lease

8.3     The rights of the Landlord under this Deed do not
limit its rights under the Lease

8.4     The provisions as to notices contained in the Lease
shall apply to notices served pursuant to this Deed

8.5     The Landlord may at any time terminate this Deed by
paying the Deposit to the Tenant and on doing so will
automatically be released from all liabilities and
obligations under this Deed except in relation to
rights of the Tenant that have arisen before the
termination

8.6     Any termination under clause 8.5 and any payment of
the Deposit shall not affect the Landlord's rights
under the Lease

8.7     The Tenant shall not assign to any person whatsoever
the benefit of any of the Tenant's rights under this
Deed, nor assign, transfer or otherwise dispose of
all or any part of its rights, title or interest in
or to the Deposit, nor create any further encumbrance
or other security interest over the whole or any part
of the Deposit

8.8     If any provision of this Deed is or becomes void or
unenforceable in whole or in part that provision to
that extent is to be deemed not to form part of this
Deed but the validity and enforceability of the
remainder of that provision or of the Deed are not to
be affected

8.9     This Agreement shall be governed by and construed in
accordance with English law and the parties
irrevocably agree that the courts of England are to
have exclusive jurisdiction to settle any disputes
which may arise out of or in connection with this
Agreement

AS WITNESS this Deed (which shall be delivered when dated) has been
executed by the parties or their duly authorised representatives on
the date first stated above



SIGNED and DELIVERED as a DEED        )
by [                        ]         )
Trust Manager as attorney for         )
LLOYDS BANK PLC in the presence  of:  )





EXECUTED and DELIVERED as a DEED by   )
EXODUS INTERNET LIMITED acting by two )
Directors or a Director and its       )
Company Secretary                     )

                                         Director


                                         Director/Company  Secretary