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Prospect House (London, UK) Lease - Britel Fund Trustees Ltd. and CMGI (UK) Ltd.

                               LEASE PARTICULARS

 
1.   Date                :         14 March  2000
      
2.   Parties

     2.1  Landlord                 BRITEL FUND TRUSTEES LIMITED (Company number:
                                   1687153) whose registered office is at
                                   Standon House 21 Mansell Street London E1 8AA
      
     2.2  Tenant         :         CMGI (UK) LIMITED (Company number 3871833)
                                   whose registered office is at Hasilwood House
                                   60 Bishopsgate London EC2N 4AJ
      
     2.3  Guarantor      :         CMGI INC (incorporated in Delaware) whose
                                   principal place of business is at 100
                                   Brickstone Square Andover MA01810 USA and
                                   whose address for service in England is
                                   Sygnus Court Market Street Maidenhead
                                   Berkshire SL6 8AD

3.   Building            :         The land and buildings known as Prospect
                                   House 80 to 110 New Oxford Street London WC1
                                   as registered at H M Land Registry under
                                   Title Number NGL441887

4.   Premises            :         The third floor of the Building shown for
                                   identification only edged red on the third
                                   floor plan annexed

5.   Car Parking Spaces  :         the 4 spaces shown for identification only
                                   edged blue on the basement plan annexed or
                                   such other spaces (being not less than 4 in
                                   number) in lieu thereof at basement level as
                                   the Landlord may from time to time allocate
                                   for use by the Tenant

                                       1

 
6.   Contractual Term        :     the term of years from and including 2000 up
                                   to and including 2010

7.   Principal Rent          :     FIVE HUNDRED AND TWENTY-THREE THOUSAND FOUR
                                   HUNDRED AND NINETY POUNDS ((Pounds)523,490)
                                   per annum subject to increase in accordance
                                   with the Second Schedule

8.   Rent Commencement Date  :                          2000

9.   Rent Review Date        :                          in 2005

10.  Premitted Use           :     as to that part of the Premises on the third
                                   floor of the Building as offices within Class
                                   B1 of the 1987 Order with ancillary parking
                                   in the Car Parking Spaces
 
This Lease made on the date and between the parties specified in the Particulars
Witnesses as follows:


1.   Definitions

     In this Lease unless the context otherwise requires:

     1.1  Adjoining Property means any adjoining or neighbouring premises in
          which the Landlord or a Group Company of the Landlord holds or shall
          at any time during the Term hold a freehold or leasehold interest;

     1.2  Arbitration means arbitration in accordance with Clause 7.4;

     1.3  Base Rate means the base rate from time to time of Royal Bank of
          Scotland PLC, or (if not available) such comparable rate of interest
          as the Landlord shall reasonably require;

                                       2

 
     1.4  Building means the building described in the Particulars, and includes
          any part of it and any alteration or addition to it or replacement of
          it;

     1.5  Car Lifts means the car lifts shown for identification only edged
          brown on the basement plan annexed

     1.6  Common Parts means the toilets, accesses, lifts (including without
          limitation the Car Lifts), car parks and other areas of the Building
          from time to time designated by the Landlord for common use by the
          tenants and occupiers of the Building but excluding any such areas as
          may be within the Premises or any other Lettable Units;

     1.7  Conduit means any media for the passage of substances or energy and
          any ancillary apparatus attached to them and any enclosures for them;

     1.8  Contractual Term means the term specified in the Particulars;

     1.9  Encumbrances means the obligations and encumbrances contained or
          referred to in the documents specified in Part III of the First
          Schedule;

     1.10 Group Company means a company which is a member of the same group of
          companies within the meaning of Section 42 of the Landlord and Tenant
          Act 1954;

     1.11 Guarantor means the person so named in the Particulars and/or any
          party which gives a guarantee pursuant to the provisions of clause
          4.16 hereof

     1.12 Insured Risks means fire, lightning, earthquake, explosion, aircraft
          (other than hostile aircraft) and other aerial devices or articles
          dropped therefrom, riot, civil commotion, malicious damage, storm or
          tempest, bursting or overflowing of water tanks apparatus or pipes,
          flood, impact by road vehicles and in so far as the same is available
          at usual commercial rates in the UK insurance market acts of terrorism
          (to the extent that insurance against such risks may ordinarily be
          arranged with an insurer of good repute) and such other risks or
          insurance as may from time to time be reasonably required by the
          Landlord 

                                       3

 
          (subject in all cases to such exclusions and limitations as may
          reasonably be imposed by the insurers), and Insured Risk means any one
          of them;

     1.13 Landlord means the person for the time being entitled to the immediate
          reversion to this Lease being initially the person so named in the
          Particulars;

     1.14 Landlord's Surveyor means the Landlord's surveyor or managing agent
          (who may be an employee of the Landlord) and who shall be
          appropriately qualified;

     1.15 this Lease means this lease and any document supplemental to it or
          entered into pursuant to it;

     1.16 Lettable Unit means a part of the Building which is let, or
          constructed or adapted for letting, from time to time;

     1.17 Outside Service Hours Charge means the proper cost to the Landlord of
          providing any of the Services at the Tenant's request outside the
          Service Hours (or a fair proportion of such cost if requested or used
          by another tenant also);

     1.18 Particulars means the descriptions and terms on the page headed Lease
          Particulars which form part of this Lease;

     1.19 Permitted Part means a part of the Premises

          1.19.1  where all of the following conditions are satisfied:

          (a)  the extent of the part intended to be sublet shall first have
               been approved by the Landlord (such approval not to be
               unreasonably withheld);

          (b)  the Landlord acting reasonably is satisfied that each part
               intended to be sublet and the remainder of the Premises will in
               each case be self-contained and capable of separate use and
               occupation;

                                       4

 
          (c)  no more than two separate occupations (including the occupation
               of the Tenant itself if relevant) shall subsist at any time
               (provided that during only such time as this Lease is vested in
               CMGI (UK) Limited no more than three separate occupations
               (including the occupation of the Tenant itself if relevant) shall
               subsist at any one time); and

          1.19.2    PROVIDED THAT before any Permitted Part is sublet the Tenant
          shall have obtained (and produced to the Landlord) a valid Order of
          the Court (together with the form of underlease to which such Order
          refers) excluding in respect of such proposed sub-demise the
          provisions of Sections 24 to 28 inclusive of the Landlord and Tenant
          Act 1954.

     1.20 Planning Acts means the Town and Country Planning Act 1990, the
          Planning (Listed Buildings and Conservation Areas) Act 1990, the
          Planning (Hazardous Substances) Act 1990 and the Planning
          (Consequential Provisions) Act 1990;

     1.21 Premises means the premises described in the Particulars and any part
          of them and includes:

          1.21.1    the floorboards, screed, plaster and other finishes on the
          floors, walls, columns and ceilings, and all carpets;

          1.21.2    the raised floors and false ceilings (including light
          fittings), and the voids between the ceilings and false ceilings and
          the floor slab and the raised floors;

          1.21.3    non-load-bearing walls and columns wholly within the
          Premises and one half of the thickness of such walls dividing the
          Premises from other parts of the Building;

          1.21.4    all doors and internal windows and their frames, glass and
          fitments;

          1.21.5    all Conduits, plant and machinery within and solely serving
          the Premises;

                                       5

 
          1.21.6   all Landlord's fixtures and fittings in the Premises;

          1.21.7   all alterations and additions made to the Premises;

                   but excludes:

          1.21.8   all structural and external parts of the Building;

          1.21.9   load bearing framework roof foundations and joists;


          1.21.10  all Conduits, plant and machinery serving other parts of the
                   Building;

          1.21.11  all external windows and their frames glass and fitments;

     1.22 Principal Rent means the rent stated in the Particulars;

     1.23 Quarter Days means 25 March, 24 June, 29 September and 25 December in
          every year and Quarter Day means any of them;

     1.24 Service Charge means the service charge as specified in the Fourth
          Schedule;

     1.25 Service Hours means 8 a.m. to 8 p.m. on Monday to Friday and 8 a.m. to
          2 p.m. on Saturday, excluding all public holidays;

     1.26 Services means the services set out in Parts 11(A) and 11(B) of the
          Fourth Schedule;

     1.27 Tenant means the person so named in the Particulars, and includes its
          successors in title;

     1.28 Term means the Contractual Term together with any continuation of the
          term or the tenancy (whether by statute or common law but not by
          renewal);

                                       6

 
     1.29 VAT means Value Added Tax and any similar tax substituted for it or
          levied in addition to it;

     1.30 1987 Order means the Town and Country Planning (Use Classes) Order
          1987 (as originally made);

     1.31 1995 Act means the Landlord and Tenant (Covenants) Act 1995.

2.   Interpretation

     In this Lease unless the context otherwise requires:

     2.1. If the Tenant or the Guarantor is more than one person then their
          covenants are joint and several;

     2.2. Any reference to a statute includes any modification, extension or
          re-enactment of it and any orders, regulations, directions, schemes
          and rules made under it;

     2.3  Any covenant by the Tenant not to do any act or thing includes an
          obligation not knowingly to permit or suffer such act or thing to be
          done;

     2.4  If the Landlord reserves rights of access or other rights over or in
          relation to the Premises then those rights extend to persons properly
          authorised by it;

     2.5  References to the act or default of the Tenant include acts or default
          or negligence of any undertenant, or of anyone at the Premises with
          the Tenant's or any undertenant's permission or sufferance;

     2.6  The Clause headings in this Lease are for ease of reference only;

     2.7  References to the last year of the Term shall mean the twelve months
          ending on the expiration or earlier termination of the Term;

                                       7

 
     2.8  The perpetuity period applicable to this Lease shall be the Term or 80
          years from the commencement of the Term (whichever is the shorter);

     2.9  References to Costs include all lawful liabilities, claims, demands,
          damages, losses and proper costs and expenses.


3.   Demise and Rents

     The Landlord DEMISES the Premises to the Tenant for the Contractual Term,
     TOGETHER WITH the rights set out in Part I of the First Schedule, EXCEPT
     AND RESERVING as mentioned in Part II of the First Schedule, subject to all
     rights enjoyed by the owners or occupiers of any neighbouring property over
     the Premises and subject to the Encumbrances, the Tenant paying by way of
     rent during the Term without any deduction, counterclaim or set off:

     3.1  the Principal Rent and any VAT by equal quarterly payments in advance
          on the Quarter Days, to be paid by Banker's Standing Order to an
          account and bank within the United Kingdom if the Landlord so
          requires, the first payment for the period from and including the Rent
          Commencement Date to (but excluding) the next Quarter Day to be made
          on the Rent Commencement Date;

     3.2  the Service Charge and any VAT at the times and in the manner set out
          in the Fourth Schedule, and the Outside Service Hours Charge and any
          VAT within 14 days of demand;

     3.3  the following amounts and any VAT:

          3.3.1  the sums specified in Clauses 4.2 (interest) and 4.5
                 (utilities);

          3.3.2  the sums specified in Clause 6.2.1 (insurance);

          3.3.3  all Costs incurred by the Landlord as a result of any breach of
                 the Tenant's covenants in this Lease.

                                       8

 
4.   Tenant's covenants

     The Tenant covenants with the Landlord throughout the Term, or until
     released pursuant to the 1995 Act, as follows:

     4.1  Rents

          To pay the rents and other sums reserved by this Lease on the due
          dates;

     4.2  Interest

          If the Landlord does not receive any sum due to it by the due date, to
          pay on demand interest on such sum at 4 per cent above Base Rate
          (compounded on the Quarter Days) from the due date until payment (both
          before and after any judgment), provided this Clause shall not
          prejudice any other right or remedy for the recovery of such sum;

     4.3  Outgoings

          To pay all existing and future rates, taxes, charges, assessments and
          outgoings in respect of the Premises (whether assessed or imposed on
          the owner or the occupier), except any tax (other than VAT) arising as
          a result of the receipt by the Landlord of the Principal Rent and any
          tax arising on any dealing by the Landlord or any superior landlord
          with its reversion to this Lease;

     4.4  VAT

          4.4.1  Any payment or other consideration to be provided to the
          Landlord is exclusive of VAT, and subject to receipt within 14 days
          thereafter of a valid VAT invoice the Tenant shall in addition pay any
          VAT chargeable on the date the payment or other consideration is due;

                                       9

 
          4.4.2  Any obligation to reimburse or pay the Landlord's expenditure
          extends to irrecoverable VAT on that expenditure, and the Tenant shall
          also reimburse or pay such VAT;

     4.5  Utilities

          To pay for all gas, electricity, water, telephone and other utilities
          used on the Premises, and all charges for meters and all standing
          charges, and a fair proportion of any joint charges as reasonably
          determined by the Landlord's Surveyor;

     4.6  Repair

          4.6.1  To put, keep and maintain the Premises (excluding air
          conditioning, ventilation and fire systems) and any Conduits, plant
          and equipment serving only the Premises in good and substantial repair
          and condition (damage by the Insured Risks excepted save to the extent
          that insurance moneys are irrecoverable as a result of the act or
          default of the Tenant);

          4.6.2  To make good any disrepair for which the Tenant is liable
          within 2 months after the date of written notice from the Landlord (or
          sooner if the Landlord reasonably requires);

          4.6.3  If the Tenant fails to comply with any such notice the Landlord
          may enter and carry out the work, and the proper cost shall be
          reimbursed by the Tenant on demand as a debt;

     4.7  Decoration

          4.7.1  To clean, prepare and paint or treat and generally redecorate
          all internal parts of the Premises in the fifth year and in the last
          year of the Term;

          4.7.2  The work described in Clause 4.7.1 is to be carried out:

                                       10

 
                 (i)   in a good and workmanlike manner to the Landlord's
                       reasonable satisfaction; and

                 (ii)  in colours which (if different from the existing colour)
                       are first approved in writing by the Landlord (approval
                       not to be unreasonably withheld or delayed);

     4.8  Cleaning

          4.8.1  To keep the Premises clean, tidy and free from rubbish;

          4.8.2  To clean the inside of windows and any washable surfaces at the
          Premises as often as reasonably necessary;

     4.9  Overloading

          Not to overload the floors or ceilings of the Premises, or the
          structure of the Building, or any plant, machinery or electrical
          installation serving the Premises or the Building nor to do anything
          which adversely interferes with the heating, air conditioning or
          ventilation of the Building;

     4.10 Conduits

          To keep the Conduits in or exclusively serving the Premises clear and
          free from any noxious, harmful or deleterious substance, and to remove
          any obstruction and repair any damage to such Conduits caused as a
          result of any breach of this covenant by the Tenant as soon as
          reasonably practicable to the Landlord's reasonable satisfaction;

     4.11 Prohibited Uses

          Not to use the Premises:

                                       11

 
          4.11.1    for any purpose which is noisy, offensive, dangerous,
          illegal, immoral or a nuisance or causes damage to the Landlord or its
          other tenants of the Building, or to owners or occupiers of any
          neighbouring property, or which involves any substance which may be
          harmful, polluting or contaminating;

          4.11.2    for residential purposes;

          4.11.3    for any auction, public or political meeting, public
          exhibition or show, or as a betting office or for gaming or playing
          amusement machines, or as a sex shop (as defined in the Local
          Government (Miscellaneous Provisions) Act 1982), or for the business
          of an undertaker, or for the business of a staff agency, employment
          agency or Government Department at which the general public call
          without appointment;

4.12      Permitted Use

          Not to use the Premises otherwise than for the Permitted Use specified
          in the Particulars;



4.13      Signs

          Not to erect any sign, notice or advertisement which is visible
          outside the Premises without the Landlord's prior written consent;

4.14      Alterations

4.14.1         Not to make any alterations or additions which:

               (a)  merge the Premises with any adjoining premises;

               (b)  affect the external appearance of the Premises;

                                       12

 
               (c)  would permanently diminish the lettable floor area of the
                    Premises

4.14.2         Not to make any alterations or additions to the Premises which
               affect the structure of the Building (including without
               limitation the roofs and foundations and the principal or load-
               bearing walls, floors, beams and columns) without the Landlord's
               prior written consent (not to be unreasonably withheld or
               delayed)

4.14.3         Not to make any other alterations or additions to the Premises
               provided that the Tenant may make internal non-structural
               alterations to the Premises if the Tenant has first provided the
               Landlord with all such details specifications and drawings of
               such internal non-structural alterations as the Landlord may
               reasonably require and provided further that if such non-
               structural alterations affect the heating, air conditioning or
               ventilation systems or any other services at the Building or any
               Conduit or other plant or machinery providing services within the
               Premises or the Building then the Tenant must obtain the
               Landlord's prior written consent (not to be unreasonably withheld
               or delayed)

4.15   Preservation of Easements

       4.15.1  Not to prejudice the acquisition of any right of light for the
       benefit of the Premises by obstructing any window or opening, or giving
       any acknowledgment that the right is enjoyed by consent or any other act
       or default of the Tenant;

       4.15.2  To preserve all rights of light and other easements enjoyed by
       the Premises, and not to grant to or permit or suffer anyone to acquire
       any right of light or other easement or right over the Premises and in
       the event of anyone otherwise claiming any such right if required by and
       at the cost of the Landlord to join in any action to be implemented by
       the Landlord in relation to such claim;

       4.15.3  To give the Landlord immediate notice if any easement enjoyed by
       the Premises is obstructed, or any new easement affecting the Premises is
       made or attempted;

                                       13

 
     4.16 Alienation

          4.16.1  Not to:

                          (a)  assign, charge, or (save as permitted in clause
                               4.16.4) underlet nor to part with possession of
                               part only of the Premises nor to agree to do so;

                          (b)  part with the possession of the whole of the
                               Premises except by an assignment or underletting
                               permitted by this Clause 4.16;

                          (c)  share the possession or occupation of the whole
                               or any part of the Premises except as permitted
                               by clause 4.16.7;

          4.16.2  Not to assign or agree to assign the whole of the Premises
          without the Landlord's written consent (not to be unreasonably
          withheld or delayed), provided that:

                          (a)  the Landlord may withhold consent in
                               circumstances where in the reasonable opinion of
                               the Landlord the proposed assignee is not of
                               sufficient financial standing to enable it to
                               comply with the Tenant's covenants in this Lease;

                          (b)  the Landlord's consent shall in every case be
                               subject to conditions (unless expressly excluded)
                               requiring that:

                               (i)  the assignee covenants with the Landlord to
                                    pay the rents and observe and perform the
                                    Tenant's covenants in this Lease during the
                                    residue of the Term, or until released
                                    pursuant to the 1995 Act;

                               (ii) the Tenant enters into an authorised
                                    guarantee agreement guaranteeing the
                                    performance of the Tenant's covenants in

                                       14

 
                                     this Lease by the assignee in the form set
                                     out in the Third Schedule with such
                                     reasonable additional provisions and other
                                     amendments as the Landlord may from time to
                                     time reasonably require;

                               (iii) such other persons as the Landlord
                                     reasonably requires act as guarantors for
                                     the assignee and enter into direct
                                     covenants with the Landlord in the form set
                                     out in the Third Schedule (but referring in
                                     paragraph 1.2 to the assignee) with such
                                     reasonable additional provisions and other
                                     amendments as the Landlord may from time to
                                     time reasonably require;

                               (iv)  all rent and other payments then due under
                                     this Lease are paid before completion of
                                     the assignment;

          4.16.3  The provisos to Clause 4.16.2 shall not prejudice the
          Landlord's right to withhold consent in other circumstances, or to
          impose other conditions, where it would be reasonable to do so;

          4.16.4  Not to underlet or agree to underlet the whole of the Premises
          or any Permitted Part unless:

                          (a)  the rent payable under the underlease is:

                               (i)  not less than the best rent reasonably
                                    obtainable in the open market for the
                                    Premises or Permitted Part without fine or
                                    premium;

                               (ii) payable no more than one quarter in advance;

                                       15

 
                              (iii) to be subject to upward-only reviews at five
                                    yearly intervals to coincide with the rent
                                    reviews under this Lease;

                         (b)  the undertenant covenants with the Landlord and in
                              the underlease:

                              (i)   to observe and perform the Tenant's
                                    covenants in this Lease (except for payment
                                    of the rents) during the term of the
                                    underlease or until released pursuant to the
                                    1995 Act;

                              (ii)  not subject as herein provided to sub-
                                    underlet part only nor to share or part with
                                    possession or occupation of the whole or any
                                    part of the underlet premises, nor to assign
                                    or charge part only of the underlet
                                    premises;

                              (iii) not to assign or sub-underlet the whole of
                                    the underlet premises or (in the case of an
                                    underlease of the whole of the Premises) to
                                    sub-underlet a Permitted Part without in the
                                    case of a sub-underletting (whether of the
                                    whole of the Premises or of a Permitted
                                    Part) obtaining and producing to the tenant
                                    and to the Landlord an Order as referred to
                                    in clause 1.19.2 in relation to the tenancy
                                    created by such sub-underlease nor without
                                    the Landlord's prior written consent (which
                                    shall not be unreasonably withheld or
                                    delayed if the other requirements of this
                                    clause 4.16 are fulfilled); and

                              (iv)  to include in any sub-underlease pursuant to
                                    paragraph (iii) an absolute prohibition
                                    against further underlettings of whole or
                                    part

                                       16

 
                         (c)  all rents and other ascertainable payments then
                              due under this Lease are paid before completion of
                              the underletting;

                         (d)  in the case of an underletting of a Permitted Part
                              the Order referred to in clause 1.19 has first
                              been obtained and produced to the Landlord;

           4.16.5    Without prejudice to Clause 4.16.4, not to underlet the
           whole of the Premises or any Permitted Part nor vary the terms of any
           underlease without the Landlord's written consent (not to be
           unreasonably withheld or delayed);

           4.16.6    To take all necessary steps and proceedings to remedy any
           breach of the covenants of the undertenant under the underlease, and
           not to permit any reduction of the rent payable by any undertenant;

           4.16.7    Notwithstanding Clause 4.16.1 the Tenant and any permitted
           undertenant may share occupation of the whole or any part of the
           Premises or the underlet premises with any company which is a Group
           Company of the Tenant or the undertenant (as the case may be)

                         PROVIDED THAT

                         (a)  the relationship of landlord and tenant is not
                              created; and

                         (b)  occupation by any Group Company shall cease upon
                              it ceasing to be a Group Company of the Tenant;
                              and

                         (c)  the Tenant informs the Landlord in writing before
                              each occupier commences occupation (with evidence
                              that the occupier is a Group Company of the Tenant
                              or the permitted undertenant as the case may be)
                              and after it ceases occupation;

           4.16.8    Not to permit any other person to use the Car Parking
           Spaces except

                                       17

 
                         (a)  by way of written licence;

                         (b)  for a period of not less than 3 months;

                         (c)  so that the relationship of landlord and tenant is
                              not created;

                         (d)  to a person who is a direct tenant of the Landlord
                              in or a permitted underlessee of office premises
                              in the Building; and

                         (e)  with the prior written approval of the Landlord
                              (not to be unreasonably withheld or delayed)

    4.17   Registration

           4.17.1    Within 21 days to give to the Landlord's solicitors (or as
           the Landlord may direct) written notice of any assignment, charge,
           underlease or other devolution of the Premises or sharing of
           occupation together with three certified copies of the relevant
           document (and in a case to which clause 4.16.7 applies due evidence
           that the occupier is a Group Company of the Tenant) and a reasonable
           registration fee of not less than (Pounds)30;

           4.17.2    Within 14 days of request to supply to the Landlord details
           of the persons using or permitted to use any of the Car Parking
           Spaces with details of the terms on which they use them and a
           certified copy of every licence issued and then current of which the
           Tenant has not previously supplied a copy

    4.18   Statutory Requirements

           To comply promptly with all notices served by any public, local or
           statutory authority, and with the requirements of any present or
           future statute European Union law regulation or directive (whether
           imposed on the owner or occupier), which affects the Premises or
           their use;

                                       18

 
    4.19   Planning

           4.19.1    To comply with the Planning Acts;

           4.19.2    Not to apply for or implement any planning permission
           affecting the Premises without first obtaining the Landlord's written
           consent;

           4.19.3    If a planning permission is implemented the Tenant shall
           complete all the works permitted and comply with all the conditions
           imposed by the permission before the determination of the Term
           (including any works stipulated to be carried out by a date after the
           determination of the Term unless the Landlord requires otherwise);

           4.19.4    If the Landlord reasonably so requires, to produce evidence
           to the Landlord that the provisions of this Clause 4.19 have been
           complied with;

    4.20   Notices

           4.20.1    To supply the Landlord with a copy of any notice, order or
           certificate or proposal for any notice, order or certificate
           affecting or capable of affecting the Premises as soon as it is
           received by or comes to the notice of the Tenant;

           4.20.2    At the request of the Landlord and at the joint cost of the
           Landlord and the Tenant (but at the cost of the Tenant if the notice,
           order certificate or proposal is as a result of any breach by the
           Tenant) to make or join the Landlord in making such objections or
           representations against or in respect of any such notice, order or
           certificate as the Landlord may reasonably require;

    4.21   Contaminants and Defects

                                       19

 
           4.21.1    To give the Landlord written notice of the existence of any
           contaminant, pollutant or harmful substance on or any defect in the
           Premises as soon as it comes to the notice of the Tenant;

           4.21.2    If so requested by the Landlord to remove from the Premises
           or remedy to the Landlord's satisfaction any such contaminant
           pollutant or harmful substance which the Tenant has brought on or
           caused or allowed to be brought on to the Premises;

    4.22   Entry by Landlord

           To permit the Landlord at all reasonable times and on reasonable
           notice (except in emergency) to enter the Premises in order to:

           4.22.1    inspect and record the condition of the Premises or any
           other parts of the Building or the Adjoining Property;

           4.22.2    remedy any breach of the Tenant's obligations under this
           Lease;

           4.22.3    repair, maintain, clean, alter, replace, install, add to or
           connect up to any Conduits which serve the Building or the Adjoining
           Property;

           4.22.4    repair, maintain, alter or rebuild any part of the Building
           or the Adjoining Property;

           4.22.5    comply with any of its obligations under this Lease;

           Provided that the Landlord shall cause as little inconvenience as
           reasonably practicable in the exercise of such rights, and shall make
           good all damage to the Premises and the Tenant's fixtures and
           fittings caused by such entry as soon as reasonably practicable;

    4.23   Landlord's Costs

                                       20

 
           To pay to the Landlord on demand amounts equal to such reasonable and
           proper Costs as it may incur:

           4.23.1    in connection with any application for approval or consent
           made necessary by this Lease (including where consent is lawfully
           refused or the application is withdrawn);

           4.23.2    incidental to or in reasonable contemplation of the
           preparation and service of a schedule of dilapidations (whether
           before or within 3 months after expiry of the Term) or a notice or
           proceedings under Section 146 or Section 147 of the Law of Property
           Act 1925 (even if forfeiture is avoided other than by relief granted
           by the Court);

           4.23.3    in connection with the enforcement or remedying of any
           breach of the covenants in this Lease on the part of the Tenant and
           any Guarantor;

           4.23.4    incidental to or in reasonable contemplation of the
           preparation and service of any notice under Section 17 of the 1995
           Act;

    4.24   Indemnity

           To indemnify the Landlord against all Costs reasonably and properly
           incurred arising directly or indirectly from the use or occupation or
           condition of the Premises, or any breach of the Tenant's obligations
           under this Lease, or any act or default of the Tenant in relation to
           the Premises, or the exercise of the rights set out in Part I of the
           First Schedule;

    4.25   Reletting Notices

           To allow a letting or sale board to be displayed on the Premises (but
           not so that it restricts or interferes unreasonably with the light
           enjoyed by the Premises) and to allow prospective tenants or
           purchasers to view the Premises on reasonable notice;

    4.26   Yielding up

                                       21

 
    4.26.1 Immediately before the end of the Term:

           (i)   to give up the Premises repaired and decorated and otherwise in
                 accordance with the Tenant's covenants in this Lease;

           (ii)  if and to the extent the Landlord so requires, to remove all
                 alterations made during the Term or any preceding period of
                 occupation by the Tenant and reinstate the Premises as the
                 Landlord shall reasonably direct and to its reasonable
                 satisfaction;

           (iii) if and to the extent the Landlord so requires to remove all
                 signs, tenant's fixtures and fittings and other goods from the
                 Premises, and make good any damage caused thereby to the
                 Landlord's reasonable satisfaction;

           (iv)  to replace (if beyond repair) any damaged or missing Landlord's
                 fixtures with ones of no less quality and value;

           (v)   to pay to the Landlord a sum equal to any rating relief which
                 the Landlord will be unable to claim because the Premises shall
                 be unoccupied for any period immediately before the end of the
                 Term;

    4.26.2 If the Tenant fails to comply with Clause 4.26.1 to pay to
           the Landlord on demand as liquidated damages:

           (i)   any Costs incurred by the Landlord in remedying the
                 breach; and

           (ii)  a sum equivalent to the Principal Rent payable immediately
                 before the end of the Term (disregarding any abatement) for the
                 period reasonably required to remedy the breach

    4.27   Encumbrances

           Not to do or omit to do anything which would or might be a breach of
           the Encumbrances;

                                       22

 
    4.28   Regulations

           4.28.1    To observe all reasonable rules and regulations relating to
           the Building from time to time made by the Landlord and notified to
           the Tenant;

           4.28.2    Not to cause any obstruction to the Common Parts, nor to
           park, load or unload vehicles otherwise than in the areas designated
           for such purpose from time to time.

5.  Landlord's Covenants
    The Landlord covenants with the Tenant as follows:

    5.1    Quiet Enjoyment

           That, subject to the Tenant paying the rents reserved by and
           complying with the terms of this Lease, the Tenant may peaceably
           enjoy the Premises during the Term without any interruption by the
           Landlord or any person lawfully claiming under or in trust for it;

    5.2    Provision of Services

           The Landlord will provide the Services in a reasonably economic and
           efficient manner and in accordance with the principles of good estate
           management, Provided that:

           5.2.1     the Services need only be provided during the Service Hours
           unless the Tenant requests other hours for which it is liable to pay
           the Outside Service Hours Charge whereupon the Landlord will provide
           such Services during such other hours;

           5.2.2     the Landlord will not be in breach of this Clause as a
           result of any failure or interruption of any of the Services:

                                       23

 
                (a)  resulting from circumstances beyond the Landlord's
                     reasonable control, so long as the Landlord uses its
                     reasonable endeavours to remedy the same as soon as
                     reasonably practicable after becoming aware of such
                     circumstances; or

                 (b) to the extent that the Services (or any of them) cannot
                     reasonably be provided as a result of works of inspection,
                     maintenance and repair or other works being carried out at
                     the Building provided that the Landlord uses its reasonable
                     endeavours (having regard to the interests of good estate
                     management) to keep the disruption caused by such works to
                     the minimum reasonably practicable.

           5.3.1     To provide at the cost of the Tenant adequate heating and
           hot water air conditioning and operating chillers to the Premises at
           all times during the Term provided that:

                 5.3.1.1 such costs shall be paid by the Tenant adequate heating
                 and hot water air conditioning and operating chillers to the
                 Premises at all times during the Term provided that:

                 5.3.1.2 the Tenant's Share for the purposes of this clause
                 5.3.1 shall be 100%

                 5.3.1.3 in the event that any such costs are payable direct to
                 the supplier by the Tenant clause 4.5 shall apply

           5.3.2     To install and make operational as soon as reasonably
           practicable electricity check meters to each of the Lettable Units to
           enable the charge for power consumed in each of the Lettable Units to
           be assessed and charged at the service providers tariff rates

                                       24

 
           5.3.3     To provide security staff to the Building at all times
           during the Term and the cost of so doing shall form part of the
           Service Costs referred to in paragraph 7 of Part II(B) of the Fourth
           Schedule

6.  Insurance
    6.1    Landlord's insurance covenants

           The Landlord covenants with the Tenant as follows:

           6.1.1     To insure the Building (other than tenant's and trade
           fixtures and fittings) on usual and reasonable commercial terms
           unless the insurance is invalidated in whole or in part by any act or
           default of the Tenant:

                     (a) with an insurance office or underwriters of repute;

                     (b) against loss or damage by the Insured Risks;

                     (c) subject to such excesses as may be imposed by the
                         insurers;

                     (d) in the full cost of reinstatement of the Building (in
                         modern form if appropriate) including shoring up,
                         demolition and site clearance, professional fees, VAT
                         and allowance for building cost increases;

           6.1.2     To insure against loss of the Principal Rent and the
           Service Charge and VAT thereon payable or reasonably estimated by the
           Landlord to be payable under this Lease arising from damage to the
           Premises by the Insured Risks for four years or such shorter period
           as the Landlord may reasonably require having regard to the likely
           period for reinstating the Premises;

           6.1.3     At the request of the Tenant to produce evidence of the
           terms of the insurance under this Clause 6.1 and of payment of the
           current premium;

                                       25

 
           6.1.4     To notify the Tenant of any material change in the risks
           covered by the policy from time to time which would affect the
           Tenant;

           6.1.5     To use its reasonable endeavours (but not being obliged to
           change insurers) at the cost (if any) of the Tenant to procure (at
           the discretion of the Landlord) either that a note of the Tenant's
           interest and the interest of any lawful undertenant is endorsed on
           the policy or that such interest is otherwise protected by means of
           an "Any Other Interests" provision in such policy or that the
           Landlord's insurers will issue in respect of the Tenant a waiver of
           rights of subrogation in relation to the Premises;

           6.1.6     If any part of the Building is destroyed or damaged by an
           Insured Risk, then, unless payment of the insurance moneys is refused
           in whole or part because of the act or default of the Tenant, and
           subject to obtaining all necessary planning and other consents to use
           the insurance proceeds (except those relating to loss of rent and
           fees) and any insured excess paid by the Tenant under Clause 6.2.4(b)
           in reinstating the same (other than tenant's and trade fixtures and
           fittings) as quickly as reasonably practicable, in modern form if
           appropriate but not necessarily identical in layout and (in relation
           to the Premises) substantially as they were before the destruction or
           damage;

    6.2    Tenant's insurance covenants

           The Tenant covenants with the Landlord throughout the Term or until
           released pursuant to the 1995 Act as follows:

           6.2.1     To pay to the Landlord within 7 days of demand sums equal
           to:

                     (a) a fair proportion (reasonably determined by the
                         Landlord's Surveyors) of the amount which the Landlord
                         spends on insurance pursuant to Clause 6.1.1;

                     (b) the whole of the amount which the Landlord spends on
                         insurance pursuant to Clause 6.1.2;

                                       26

 
           6.2.2     To give the Landlord immediate written notice on becoming
           aware of any event or circumstance which might affect or lead to an
           insurance claim;

           6.2.3     Not to do anything at the Premises which would or might
           prejudice or invalidate the insurance of the Building or the
           Adjoining Property or cause any premium for their insurance to be
           increased;

           6.2.4     To pay to the Landlord within 7 days of demand:

                     (a) any increased premium and any Costs incurred by the
                         Landlord as a result of a breach of Clause 6.2.3;

                     (b) the whole of the irrecoverable proportion of the
                         insurance moneys if the Building or any part is
                         destroyed or damaged by an Insured Risk but the
                         insurance moneys are irrecoverable in whole or part due
                         to the act or default of the Tenant;

           6.2.5     To comply with the requirements and reasonable
           recommendations of the insurers of which the Tenant has received
           written notice;

           6.2.6     To notify the Landlord of the full reinstatement cost of
           any fixtures and fittings installed at the Premises at the cost of
           the Tenant which become Landlord's fixtures and fittings;

           6.2.7     Not to effect any insurance of the Premises against an
           Insured Risk, but if the Tenant effects or has the benefit of any
           such insurance the Tenant shall hold any insurance moneys upon trust
           for the Landlord and pay the same to the Landlord as soon as
           practicable;

    6.3    Suspension of Rent

                                       27

 
           6.3.1     If the Premises are unfit for occupation and use because of
           damage by an Insured Risk then (save to the extent that payment of
           the loss of rent insurance moneys is refused due to the act or
           default of the Tenant) the Principal Rent and the Service Charge (or
           a fair proportion according to the nature and extent of the damage)
           shall be suspended until the earlier of:

                     (i)   the date on which the Premises are again fit for
                           occupation and use; and

                     (ii)  the expiry of the loss of rent insurance period;

           PROVIDED THAT if the Premises or the appropriate part thereof (or
           access thereto within the Building) have not been reinstated in
           accordance with the Landlord's obligation contained in Clause 6.1.4
           of this Lease so as to render the Premises fit for occupation and use
           within four years after the date of the damage or destruction or if
           earlier by the date on which the said cesser of rent shall determine
           ("the Relevant Date") then either party may determine this Lease by
           serving one month's written notice on the other (such notice to
           expire within two months of the Relevant Date) whereupon this Lease
           shall cease and determine but without prejudice to any antecedent
           claims and all insurance monies received by the Landlord shall belong
           to it absolutely.

           6.3.2     If the Premises or any part thereof (or access thereto
           within the Building) have been damaged or destroyed by an Insured
           Risk so as to render the Premises incapable of beneficial use, then
           the Landlord will procure that the Landlord's architect will produce
           to the Landlord and the Tenant a report (the "Report") as soon as
           reasonably practicable and in any event within 90 days of the date of
           the damage or destruction which shall confirm whether or not the
           Premises can in the Landlord's architect's reasonable opinion be
           reinstated within four years from the date of the damage or
           destruction, so as to render the Premises again capable of beneficial
           use. If the Report does not state that in the Landlord's architect's
           reasonable opinion the Premises can be reinstated as expressed above,
           then either the Landlord or the Tenant may within two weeks from
           receipt of the Report terminate this Lease by giving two weeks'
           written notice thereafter following receipt

                                       28

 
           of the Report.

           6.3.3     Time shall be of the essence for the purpose of Clause
           6.3.2. Termination of this Lease pursuant to Clause 6.3.2 shall be
           without prejudice to the rights of either party against the other in
           respect of any antecedent breach of covenant.

           6.3.4     Any dispute relating to this Clause 6.3 shall be referred
           to Arbitration.

7.  Provisos
    7.1    Forfeiture

           If any of the following events occurs:

           7.1.1     the Tenant fails to pay any of the rents payable under this
           Lease within 21 days of the due date (whether or not formally
           demanded); or

           7.1.2     the Tenant or Guarantor breaches any of its obligations in
           this Lease; or

           7.1.3     execution or distress is levied on the Tenant's goods in
           the Premises; or

           7.1.4     the Tenant or Guarantor being a company incorporated within
           the United Kingdom:

                     (a) has an Administration Order made in respect of it; or

                     (b) passes a resolution, or the Court makes an Order, for
                         the winding up of the Tenant or the Guarantor,
                         otherwise than a member's voluntary winding up of a
                         solvent company for the purpose of amalgamation or
                         reconstruction previously consented to by the Landlord
                         (consent not to be unreasonably withheld); or

                                       29

 
                     (c) has a receiver or administrative receiver or receiver
                         and manager appointed over the whole or any part of its
                         assets or undertaking; or

                     (d) is struck off the Register of Companies; or

                     (e) is deemed unable to pay its debts within the meaning of
                         Section 123 of the Insolvency Act 1986; or

           7.1.5     proceedings or events analogous to those described in
           Clause 7.1.4 shall be instituted or shall occur where the Tenant or
           Guarantor is a company incorporated outside the United Kingdom; or

           7.1.6     the Tenant or Guarantor being an individual:

                     (i)  has a bankruptcy order made against him; or

                     (ii) appears to be unable to pay his debts within the
                          meaning of Section 268 of the Insolvency Act 1986;

                     then the Landlord may re-enter the Premises or any part of
                     the Premises in the name of the whole and forfeit this
                     Lease and the Term created by this Lease shall immediately
                     end, but without prejudice to the rights of the Landlord in
                     respect of any breach of the obligations contained in this
                     Lease;

    7.2    No Compensation

           Any right for the Tenant to claim compensation from the Landlord on
           vacating the Premises or otherwise is excluded to the extent
           permitted by law;

    7.3    Notices

                                       30

 
           Section 196 of the Law of Property Act 1925 shall apply to any notice
           which may be served under this Lease and as if the final words of
           Section 196(4) "and that service... be delivered" were deleted and
           replaced by "and that service shall be deemed to be made on the third
           working day after posting";

    7.4    Arbitration

           7.4.1     Where this Lease provides for reference to Arbitration then
           reference shall be made in accordance with the Arbitration Act 1996
           to a single arbitrator of not less than ten years' qualification
           experienced in the valuation and letting of property similar to and
           in the locality of the Premises agreed between the Landlord and the
           Tenant, or in the absence of agreement nominated on the application
           of either party by the President for the time being of the Royal
           Institution of Chartered Surveyors;

           7.4.2     In the absence of a determination by the arbitrator as to
           his fees they shall be borne equally by the Landlord and the Tenant;

           7.4.3     If the arbitrator is ready to make his award, but is
           unwilling to do so due to either party's failure to pay its share of
           the costs in connection with the award, the Landlord may serve on the
           Tenant a notice requiring the Tenant to pay such costs within 14
           days, and if the Tenant fails to comply with such notice the Landlord
           may pay to the arbitrator the Tenant's costs and any amount so paid
           shall be a debt due forthwith from the Tenant to the Landlord;

    7.5    No Implied Easements

           The grant of this Lease does not confer any rights over the Building
           or the Adjoining Property or any other property except those
           mentioned in Part I of the First Schedule, and Section 62 of the Law
           of Property Act 1925 is excluded from this Lease, nor shall this
           Lease impose any restriction on the use of any property not comprised
           in this Lease;

                                       31

 
    7.6    Planning Acts

           The Landlord does not warrant that the Permitted Use complies with
           the Planning Acts.

8.  Applicable Law and Jurisdiction

    8.1    This Lease shall be governed by and construed in accordance with
           English law

    8.2    The parties to this Lease

           8.2.1     irrevocably submit to the non-exclusive jurisdiction of the
           Courts of England and Wales to settle any disputes arising out of
           this Lease; and

           8.2.2     waive any objection to any legal action or proceedings in
           such court on the grounds of venue or that it is an inconvenient or
           inappropriate forum;

    8.3    The bringing of any legal action or proceedings in any jurisdiction
           shall not preclude the person bringing such action from bringing any
           such legal action or proceedings in any other jurisdiction.

9.  Guarantee
    The Guarantor covenants with the Landlord in the terms set out in the Third
    Schedule

10. It is hereby certified that there is no Agreement for Lease to which this
    Lease gives effect

    Executed by the parties as a Deed the day and year first before written.

                                       32

 
THE COMMON SEAL of BRITEL FUND TRUSTEES  )
---------------    --------------------   
LIMITED was affixed to this Deed         )
-------                                  
in the presence of:                      )


                               /s/ illegible             
                               Authorised Signing Officer
                                                         
                                                         
                               /s/ illegible             
                               Authorised Signing Officer 

                                       33

 
THE COMMON SEAL of CMGI (UK) LIMITED              )
---------------    -----------------     
was affixed to this Deed in the presence of:      )




                                          /s/ Andrew J. Hajducky, III 
                                          Director                    
                                                                      
                                          /s/ William Williams II     
                                          Director                     

                                       34

 
Executed as a Deed by of CMGI INC       )
                         --------       
acting by:                              )






                         By:  /s/ Andrew J. Hajducky III                  
                              --------------------------                  
                         Name: Andrew J. Hajducky III                     
                         Title: Executive Vice President, CFO and Treasurer
                                                                          
                         Authorised Signatory                              

                                       35

 
DATED                       14 March                                     2000
-----------------------------------------------------------------------------



                         BRITEL FUND TRUSTEES LIMITED


                                    - and -


                               CMGI (UK) LIMITED


                                    - and -


                                   CMGI INC


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


                                     LEASE

                                      of
                      the fourth floor of Prospect House
                 80 to 110 (Even) New Oxford Street London WC1
                        together with the right to use
                         4 basement car parking spaces
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