<PAGE>
                                                                   EXHIBIT 10.13


                           COMMERCIAL LEASE AGREEMENT

Lessor:           DePfa Deutsche Pfandbriefbank AG Paulinenstra(beta)e 15, 65189
                  WiesbADEN

represented by:   DePfa Bau-, Verwaltungs- und Controlling GmbH
                  Poppenbutteler Bogen 17, 22399 Hamburg

Lessee:           DOMILENS GmbH
                  Holsteiner Chaussee 303 a, 22457 Hamburg

enter into the following Lease Agreement:

Leased Premises:  Office and Business Premises
                  Holsteiner Chaussee 303 a + b, 22457 Hamburg
                  Area Entrance 303 a, approx. 1'454.15 m2
                  Entrance 303 b, 3rd floor, approx. 118.83 m2
                  Entrance 303 b, 4th floor, approx. 148.85 m2

        Parts of the Lease Agreement

                Preamble

        1.      Leased Premises

        2.      Purpose of Lease

        3.      Term and Termination of Lease

        4.      Handing over of Premises

        5.      Rent, Utilities, Heating Costs, Value Guarantee Payment and
                Accounting

        6.      Security Deposit

        7.      Joint Advertising

        8.      Advertising Equipment

        9.      Safeguarding Collective Interests

        10.     Electricity, Heating (Gas), and Water

        11.     Maintenance and Repair of Leased Premises

        12.     Structural Alterations by Lessee

        13.     Lessee's Liability

        14.     Improvements and Structural Alterations by Lessor

        15.     Yielding of Leased Premises

        16.     Lessor's Access to the Leased Premises

        17.     Assignability of Use of Leased Premises

        18.     Reconstruction Clause, Business Interruptions

        19.     Lessor's Liability, Insurance

        20.     House Rules

        21.     Miscellaneous

        22.     Final Provisions



                                       1
<PAGE>

                Preamble

                Due to the fact that Lessee has decided to lease additional
                space beyond the already existing Lease involving Holsteiner
                Chaussee 303 a and b, 22457 Hamburg, the parties agree to the
                following:

                Through the signing of this Lease Agreement, the Lease Agreement
                dated July 07.07./14.1993 as well as the Supplement to the Lease
                Agreement dated 04.27./ 05.05.98, and the Lease Agreement of
                08.20./25.1999 as well as the Supplement to the Lease Agreement
                dated 08.12./16.99 are void as of 12.31.2000..

                The Lease of the entire space of approx. 1,721.83 m2 is subject
                to the following provisions:

        1.      Leased Premises

                1.1     The Leased Premises consist of an area measuring approx.
                        1,721.83 m2. Unless otherwise agreed upon hereinafter,
                        the office space leased by Lessee is referred to as
                        Leased Space.

                1.2     The space measurements in 1.1 of the Lease Agreement are
                        axis measurements based on building plans. Provided that
                        the deviation from the actual Leased Space is less than
                        5 percent, Lessee states already today that it is in
                        agreement with such a deviation.

                1.3     Lessee shall be responsible for obtaining, at its own
                        expense, all official permits and licenses which may be
                        required in connection with conducting business. In this
                        effort, Lessor shall lend technical support to Lessee
                        upon Lessee's request.

                1.4     The Leased Premises may only be used for legally,
                        officially and contractually permitted purposes. Lessee
                        is required to comply, at its own expense, with the
                        legal, governmental and technical regulations (e.g.
                        DIN(1), VDS(2), VDE(3)) which apply to its business and
                        keep Lessor free of any impositions which may be issued
                        against it. Upon request, Lessee must provide Lessor
                        with relevant inspection certificates issued by an
                        accredited expert. Lessor may set a reasonable time
                        limit within which Lessee must meet above obligations.
                        If it is not met or Lessee's whereabouts are unknown,
                        Lessor may have necessary measures taken at Lessee's
                        expense.

        2.      Purpose of Lease

                2.1     Maintaining an Office


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(1)     Deutsche Industrie-Normen (German industrial standards)

(2)     Vertrauen durch Sicherheit, an independent, international, accredited
        testing and certification institution

(3)     Assn. for Electrical, Electronic and Information Technologies, an
        independent testing and certification institute



                                       2
<PAGE>
        3.      Term and Termination of Lease

                3.01    Commencement of Lease:                  01.01.2001

                3.02    Not applicable

                3.03    Term of Lease:                          10 years fixed

                3.04    Special rights of termination:          as of 12.31.2004
                                                                as of 08.30.2007

                Notice of special termination must be given by Lessee in writing
                and received by Lessor at least 6 months before the agreed upon
                date.

                3.05    Tenancy shall end with the expiration of the term agreed
                        upon under this contract according to 3.03 if the rights
                        to special termination are not exercised.

                3.06    Not applicable

                3.07    As far as the right of termination without notice is
                        concerned, in particular termination due to non-payment
                        of rent, the legal provisions apply. In this context,
                        the prepaid fees for utilities as well as heating shall
                        be treated as part of the rent. Moreover, it shall be
                        considered an important reason for termination without
                        notice by Lessor if Lessee, although it has received a
                        reminder in writing, does not meet essential obligations
                        within a reasonable period (e.g. use that constitutes a
                        breach of contract, considerable harassment or
                        interference with Lessor or other tenants, permitting
                        unauthorized use by third parties).

                3.08    Lessor is further entitled to terminate the lease
                        without notice if Lessee's assets are subject to the
                        initiation of judicial court-supervised reorganization
                        or bankruptcy proceedings or an application for
                        reorganization has been denied due to insufficient
                        assets. The same applies filed for reorganization or
                        bankruptcy, stops payments or enters into a settlement
                        out of court.

                3.09    In case of a premature termination of the Lease for
                        which Lessee is responsible, Lessee is liable for lost
                        rent, utilities and other payments for the term of the
                        Lease under the Lease Agreement as well as for all
                        additional damages suffered by Lessor due to the
                        premature termination of the lease.

                3.10    Any notice of termination must be given in writing.


                                       3
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                3.11    If the term of the Lease expires, Section of the BGB(4)
                        shall not apply.

        4.      Handing-over of Leased Premises

                4.1     Lessor shall hand over the Leased Premises in the
                        presently existing condition which Lessee observed when
                        viewing the premises, unless other terms have been
                        agreed upon which are explicitly set forth in this Lease
                        Agreement. Lessor reserves the right to make
                        insignificant changes as well as alterations required to
                        comply with governmental regulations. Any structural or
                        other work requested by Lessee or necessary for its
                        intended use, particularly if it goes beyond or
                        otherwise differs from the condition at the time the
                        Leased Premises was handed over, shall be at the expense
                        of Lessee. The same applies to technical equipment whose
                        installation is required either by the authorities or
                        under this Lease Agreement or which becomes necessary
                        for the operation or furnishing of the Leased Premises.

                4.2     Not applicable

                4.3     Lessee's right to occupy Leased Space Nr. 5, 3rd floor,
                        approx. size 118,83 m2, takes effect only after payment
                        of the security deposit under section 6. Handing over is
                        scheduled for January 2001, but may be delayed until
                        02.01.2001 due to remodeling. For this reason, the owner
                        grants Lessee a rent reduction of DM 1'000.00 per month
                        for November and December of 2000.

                4.4     At the time of the hand-over, a hand-over protocol shall
                        be created which shall document, in particular, which
                        defects, if any, are pointed out by Lessee. Lessor shall
                        have any noted defects which it has acknowledged
                        repaired before the office is opened if possible. Lessee
                        shall give Lessor the opportunity to carry out the
                        repairs. The provisions in section 14.2 shall apply
                        hereto.

                4.5     Not applicable

                4.6     Not applicable

        5.      Rent, Utilities, Heating Expenses, Payment and Accounting

                5.1     Rent



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(4)     Bundesgesetzbuch (Swiss federal law)


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                 For the space measuring 1,721.83 m2,
                 Lessee shall pay Lessor a monthly net rent
                 excluding  heating of                     DM 34'800.00 plus VAT
                 plus advance payments:

                 1. for operating expenses per Exhibit 3 to
                    Section 27 II. Assessment
                    Regulations (II. AR)                   DM 3'281.00 plus VAT

                 2. for heating costs per Exhibit 3 to
                    Section 27 II AR                       DM 880.00 plus VAT

                 3. rent for reserved parking space        DM 2'220.00 plus VAT
                                                           ---------------------

                 Total rent:                               DM 41'181.00 plus VAT
                                                           ---------------------

                 Lessor's bank account information:

                 Name of account DePfa-BVC wg Host.Chausee
                 Account number: 8626000001

                 Bank/Savings bank DePfa Bank AG BauBoden
                 Bank code: 200 104 24

                 Lessee's bank account information:

                 Name of account: __________________________Account number:

                 Bank/Savings bank _____________________________Bank code:

                5.1.1   Graduated Lease agreement

                The net rent excluding heating agreed upon in 5.1 shall increase
                after a year at the earliest as follows:

<TABLE>
<CAPTION>
                                Level            m2             DM/m2     monthly rent in DM
                                -----            --             ------    ------------------
<S>                                              <C>            <C>       <C>
                Area                             1,721.83
                at the end of the 1st rental year 2002           20.57    DM 35,426.40
                at the end of the 2nd rental year 2003           20.95    DM 36,064.08
                at the end of the 3rd rental year 2004           21.32    DM 36,713.23
</TABLE>

                        Rent increases during the term of the graduated lease
                        agreement are not allowed, except for increases in
                        advance payments for utilities.

                5.1.2.  All aforementioned amounts are net amounts and Lessee
                        must pay additional VAT at the official rate applicable
                        at the respective times, at this time 15 percent.

                5.2     Rent adjustment at the end of the 4th year of lease:

                        New negotiations regarding rent will be initiated as of
                        01.01.2005

                5.3     not applicable



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                5.4     not applicable

                5.5     Utilities

                        5.5.1   Utilities for the office and business premises,
                                in particular operational expenses, the cost for
                                care, maintenance, upkeep and repairs as well as
                                for the cleaning of shared facilities and
                                equipment, shall be distributed evenly among all
                                tenants according to the ratio of the area of
                                their leased space to the total area of leased
                                space within the office and business premises.
                                These utilities consist of:

                                a)      reserved parking for cars (parking
                                        spaces, underground parking garages),
                                        traffic lanes, landscaping and other
                                        external improvements as well as
                                        exterior lighting;

                                b)      other shared facilities and equipment of
                                        a structural or technical nature, such
                                        as, if applicable, entrances, all
                                        toilets and sanitation, elevators,
                                        sprinkler systems, etc. which are not
                                        located within the Leased Premises;

                                c)      property taxes;

                                d)      building insurance, such as fire,
                                        liability and tap water insurance;

                                e)      fees for public street sweeping and
                                        expenses for snow and ice removal;

                                f)      electrical power supply for shared
                                        facilities and equipment, garbage
                                        collection, water supply and sewage
                                        disposal incl. public fees, insofar as
                                        these expenses are not the
                                        responsibility of the individual
                                        tenants. Included is, in particular,
                                        water usage connected with shared
                                        installations and facilities (e.g.
                                        heating systems, sprinkler systems,
                                        etc.);

                                g)      security, janitorial and consultation
                                        services for the office and business
                                        facilities, including the hiring of
                                        required personnel, especially the
                                        expenses for building personnel
                                        (building inspector, building
                                        technician, etc.);

                                h)      alterations to the existing shared
                                        facilities and installations needed due
                                        to official requirements established
                                        after construction of the Leased
                                        Premises;



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                                i)      neon signs, collective sign
                                        installations, interior and exterior
                                        building signage, including signs in
                                        public traffic areas, flag poles, flags
                                        and the like, which are not related to
                                        individual tenants, but to the Leased
                                        Premises; furthermore, the installation
                                        of such equipment as well as the rental
                                        of space required for their
                                        installation;

                                j)      expenses for cleaning the area of
                                        Entrance 303 b;

                                k)      expenses for local building management,
                                        as well as all utilities according to
                                        Exhibit 3, Section 27 II AR.

                                Lessor has the right to establish a new scale
                                for the distribution of utilities (as a whole or
                                as individual types of expenses) at any time -
                                whereby the new scale may also be applied to the
                                running accounting period - as long as it is
                                appropriate.

                        5.5.2   not applicable

                        5.5.3   Lessor has the right to allocate the cost for
                                further services, which may be allocated under
                                section 5.5.1., to third parties.

                        5.5.4   Lessor has the right to also include those costs
                                for utilities which have not yet been incurred
                                at the commencement of the Lease Agreement in
                                the utilities statement and bill the tenants
                                proportionally.

                5.6     Heating expenses

                        5.6.1   The costs attributable to the leased areas, such
                                as the costs for operation (including control),
                                care, maintenance, upkeep and repairs as well as
                                for cleaning the heating system, shall be
                                distributed evenly among all tenants according
                                to the provisions regarding heating expenses at
                                a rate determined to 50 percent by usage and to
                                50 percent by the size of the used space.

                        5.6.2   The heating expenses attributable to the shared
                                facilities and installations of the office and
                                business facilities shall be paid for by all
                                tenants evenly according to each tenant's total
                                leased space in relation to the total leased
                                area of the commercial building. Insofar as the
                                usage is not determined by measurements, the
                                calculation of these costs shall be based upon
                                the ratio between shared areas to be heated and
                                total areas to be heated within the Leased
                                Premises.

                        5.6.3   not applicable



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                        5.6.4   Section 5.5.1, last sentence (establishment of a
                                new scale of distribution) applies to the
                                expensed mentioned in sections 5.6.1 and 5.6.2
                                accordingly.

                        5.6.5   The heating period lasts from October 1st of any
                                given year until May 31st of the following year.
                                Furthermore, Lessee is only entitled to heating
                                during normal business hours. Lessor reserves
                                the right to make changes hereto.

                5.7     Sales tax

                        See section 5.1.2

                5.8     not applicable

                5.9     Rent Payments and Accounting and Cost Allocation

                        5.9.1   Rent is payable monthly in advance, no later
                                than on the third business day of each month.
                                Determination whether a payments is on time
                                shall be based upon the day on which it is
                                received by Lessor or credited to Lessor's
                                account.

                        5.9.2   All payments must be made to Lessor or to the
                                person or agency authorized by Lessor to receive
                                them. Upon request by Lessor, Lessee shall make
                                payments by method of direct debit transfer
                                using the attached form.

                        5.9.3   not applicable

                        5.9.4   not applicable

                        5.9.5   Lessee shall make monthly prepayments towards
                                the expenses described in sections 5.5.1
                                (utilities for the office and business
                                facilities), 5.6.1 and 5.6.2 (heating expenses)
                                together with the minimum rent, initially in the
                                amount stated in 5.1. Section 5.6.1 is applied
                                accordingly. Unless explicitly agreed upon
                                otherwise, an annual statement regarding the
                                prepayments will be issued to Lessee. Any
                                differences between the final billed amount and
                                the prepaid amount shall be either paid by
                                Lessee within four weeks from receipt of the
                                statement or reimbursed by Lessor, whichever may
                                apply. Upon Lessee's request, Lessor shall grant
                                Lessee the opportunity to review the accounting
                                records at the administrative offices of
                                Lessee/manager at a scheduled time within the
                                above mentioned four week period.



                                       8
<PAGE>

                                The statement is considered approved if Lessee
                                has not contested it in writing by stating his
                                reasons within another period of four weeks.

                                Lessor may reassess prepayments if it is obvious
                                that the prepayments do not cover the projected
                                costs, and he can do so during an accounting
                                period or at the time the tenancy commences.

                        5.9.6   According to section 5.5, all expenses
                                pertaining to a particular billing period for
                                which Lessor has been billed shall be invoiced.
                                Invoices pertaining to past billing periods
                                which are received after the period has ended
                                are included in the next statement. If tenancy
                                commences within a billing period, Lessee shall
                                be billed on a pro- rated basis.

                        5.9.7.  If a payment is overdue, Lessor shall have the
                                right to charge an administrative fee of DM
                                10.00 per reminder to pay, plus interest for
                                default which shall be 5 percent higher than the
                                base interest rate of the Bundesbank [German
                                central bank], which is 4,26 percent at this
                                time, unless the sustained damage is verifiably
                                less.

                                Furthermore, in case of delinquency Lessor may
                                demand the surrender of the property placed as a
                                lien and dispose of such property by means of
                                unrestricted sale.

                        5.9.8   If a payment made by Lessee is not sufficient to
                                cover all of its accrued debts, Lessor shall
                                have the right, regardless of any dissenting
                                statement made by Lessee, to apply the payment
                                first to the not legally enforceable and not
                                legally pending and finally to the legally
                                enforceable debt, first to the older and then to
                                the newer one.

                        5.9.9   In regards to rent or other charges made by
                                Lessor based upon this Lease Agreement, Lessee
                                may neither exercise a right to withhold payment
                                (right to withhold performance) nor offset the
                                charges against a contested counterclaim or a
                                counterclaim that has been determined to be not
                                legally valid. A right to mitigate only exists
                                if it is explicitly provided for under the Lease
                                Agreement.

                        5.9.10  Lessor shall not owe interest on overpaid rent,
                                prepayments and other billed amounts.

                5.10    The disposal of packaging materials etc. shall be the
                        duty of Lessee. All expenses connected with the disposal
                        shall be paid by Lessee. If Lessor arranges the
                        disposal, the resulting expenses shall be distributed
                        among the tenants under utilities according to section
                        5.5.



                                       9
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                5.11    Should there be an increase in official charges (taxes,
                        fees, assessments), insurance premiums and the like
                        applicable to the property after the Lease Agreement is
                        entered into, or an introduction of new charges levied
                        upon the property, Lessor shall have the right to
                        distribute the extra costs incurred during the period
                        following the commencement of the Lease Agreement among
                        the tenants, based upon the their area of leased space
                        in relation to the total leased space within the office
                        and business facilities, unless another method of
                        allocation is mandated by law or decree.

                5.12.   Any increases in premiums for property insurance which
                        my arise due to the specific commercial use by Lessee
                        shall be paid by Lessee to Lessor. Any changes on the
                        part of Lessee which could lead to an increase in those
                        insurance premiums during the tenancy must be reported
                        to Lessor.

        6.      Security Deposit

                Upon entering into this Lease Agreement, Lessee shall pay Lessor
                a security deposit in the amount of DM 5,000.00. This security
                deposit must be in the form of a performance bond through a
                large German bank or financial institution governed by public
                law. Lessor shall be authorized to use this bond to satisfy his
                claims based upon this Leases Agreement if Lessee dose not
                fulfill his obligations or does not do so completely or in a
                timely manner. The bond serves as a means to cover all claims by
                Lessor existing in connections with or arising due to the
                termination of the tenancy. The bond must be surrendered after
                termination of the tenancy as soon as and if it has been
                determined that Lessor has no further claims against Lessee.
                Furthermore, should the bond be used by Lessor during the term
                of the lease, it must be replenished immediately by Lessee until
                it is restored to its original amount.

        7.      Joint Advertising

                not applicable

        8.      Advertising Equipment

                8.1     In the interest of advertising in keeping with the
                        common character of the office and business facilities,
                        the installation and design of equipment serving the
                        purpose of advertising or sales promotion located
                        outside the Leased Premises shall require prior approval
                        in writing by the Lessor.

                8.2     It shall be the responsibility of Lessee to obtain all
                        the necessary permits which may be hereto required by
                        law and to fulfill any imposed administrative
                        conditions, whereby all expenses shall be the
                        responsibility of Lessee.



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<PAGE>

                8.3     Lessee shall be liable for all damage arising from the
                        installation of such equipment and must hold Lessor
                        harmless of all claims by third parties.

        9.      Safeguarding Collective Interests

                Assuming that in the interest of all tenants a positive general
                impression of the Leased Premises must be maintained, Lessee
                shall promise to comply with the following provisions:

                9.1     not applicable

                9.2     Lessee shall be required to use the Leased Premises
                        during the entire term of the lease without interruption
                        according to the stated purpose; Lessee shall not leave
                        the Leased Premises unused or empty, either as a whole
                        or in part.

                9.3     not applicable

                9.4     not applicable

                9.5     Lessee shall use the Leased Premises in keeping with the
                        character of the office and business premises. It shall
                        abstain from any actions of a nature which could be
                        detrimental to the legitimate interests of other tenants
                        or have a negative effect on the office building.

                9.6     not applicable

                9.7     not applicable

        10.     Electricity, Heat (Gas) and Water

                10.1    The existing lines for electricity, heat (gas) and water
                        (supply media) may be used - if available - by Lessee
                        only to the extent that its use does not exceed their
                        capacity. Lessee may meet excess needs by having supply
                        lines enlarged at its own expense after obtaining
                        Lessor's prior written consent hereto.

                10.2    For its gas and/or electrical needs, Lessee shall have a
                        meter/meters installed by firms authorized to do so at
                        its own expense; payment for gas or electricity shall be
                        Lessee's responsibility.

                10.3    Water meters are installed for the purpose of
                        determining water use. The cost for water supply and
                        sewage disposal shall be carried by Lessee based on use
                        and shall be distributed among the tenants and billed
                        under utilities.

                10.4    Meters are to be kept accessible and easily readable.



                                       11
<PAGE>

                10.5    In case of disruptions or damage to the supply lines,
                        Lessee shall be responsible for immediate shut-off. If
                        it is unable to do so or if the disruption or damage
                        affects other tenants, Lessee or his agent shall be
                        require to notify Lessor immediately.

                10.6    In case of changes to or interruptions in the supply of
                        electricity, heating or water or the disposal of sewage
                        due to circumstances not caused by Lessee, or if
                        flooding or other events of a catastrophic nature should
                        occur, Lessee shall have no right to withhold rent or
                        seek damages from Lessor.

        11.     Maintenance and Repair of Leased Premises

                11.1    Lessee shall be responsible for the care, maintenance,
                        cosmetic repair, upkeep and repair of the leased space
                        and/or the interior of the leased rooms as well as the
                        doors and windows of the exterior facade at its own
                        expense. This shall also apply to technical equipment
                        (such as electrical and sanitary installations, etc.) to
                        the extent that this equipment is located within the
                        Leased Premises and is used exclusively by Lessee.
                        Cosmetic repairs in particular shall be carried out by
                        Lessee in a professional manner at regular intervals -
                        sanitary installations and kitchen areas every 3 years -
                        the remaining office spaces every 4 years.

                        Work on technical installations may only be done by
                        professional companies.

                11.2    If Lessee does not fulfill any of the above obligations
                        within a reasonable grace period set by Lessor in spite
                        of a written request by the Lessor, Lessor shall have
                        the right to have the required work done at Lessee's
                        expense. A warning of dismissal by Lessor shall not be
                        required. Should a delay pose a danger, not grace period
                        shall be necessary.

        12.     Structural Alterations by Lessee

                12.1    Structural alterations by Lessee, especially remodeling
                        and incorporation of fixtures and fittings,
                        installations, as well as putting bars on windows, may
                        only be carried out with prior written approval by
                        Lessor. If approval is granted by Lessor, Lessee shall
                        be responsible for obtaining all necessary permits. All
                        expenses for structural alterations (including any
                        official fees) shall be paid for by Lessee.

                12.2    Installation of transmission devices (e.g. exterior
                        antennae, access cables, etc.) shall require prior
                        approval in writing by Lessor.




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<PAGE>

        12.3    Lessee shall be liable for any damage arising from any
                construction measures taken by Lessee.

        13.     Lessee's Liability

                13.1    Lessee shall be liable to Lessor for any damage caused
                        to the Leased Premises by Lessee, members of its family
                        and its employees, as well as hired craftsmen, their
                        workers and assistants, delivery personnel, clients and
                        other related persons. Lessee shall be liable, in
                        particular, for any damage due to improper use of
                        high-voltage and low-voltage power lines, bathroom and
                        sanitary installations, sprinkler and heating systems,
                        or failure to close doors or carry out other duties
                        (e.g. lighting, etc.). In such cases it shall not matter
                        whether the party causing the damage is at fault.

                13.2    Lessee shall also be liable to Lessor for any damage to
                        any and all buildings, gates, parking facilities and
                        traffic lanes caused by delivery and pickup of
                        merchandise, in particular by its own or other vehicles
                        and not due to normal wear and tear. Section 13.1
                        sentence 3 shall apply accordingly.

                13.3    Lessee shall repair any damage for which it is liable
                        under sections 13.1 and 13.2 immediately. If it does not
                        meet this obligation within the deadline set by Lessor
                        even after receiving written notice, Lessor may have the
                        necessary work done at Lessee's expense. A warning of
                        dismissal by Lessor shall not be required. Should the
                        damage pose a danger or the whereabouts of Lessee be
                        unknown, a written warning and setting of a deadline
                        shall not be required.

                13.4    If Lessor is responsible for repairing damage on or in
                        the building or Leased Premises, such damage must be
                        reported to Lessor immediately. If Lessee fails to do
                        so, it shall be liable for any damage due to the delay.

        14.     Improvements and Structural Alterations by Lessor

                14.1    Lessor may carry out improvements and structural
                        alterations for the purpose of expansion and extension
                        of the office and business facilities, of preservation
                        of the building or Leased Premises, of protection from
                        impending damage or of repair of defects or damage
                        without Lessee's consent. This shall also apply to work
                        which, although not necessary, is useful, such as the
                        modernization of the building and Leased Premises.
                        Lessee shall keep the affected sections of the Leased
                        Premises accessible; it may not impede such work being
                        carried out; it shall be required to tolerate the
                        inconveniences, in particular odors, dirt, and noise,
                        caused by the above mentioned measures.



                                       13
<PAGE>

                14.2    As far as Lessee's tolerance of the work is concerned,
                        Lessee shall only be entitled to reduce the rent if the
                        work results in substantial interference with its use of
                        the Leased Premises.

        15.     Yielding of Leased Premises

                15.1    The conversions, incorporation of fixtures and fittings
                        and installations carried out by Lessee are only for
                        temporary purposes. Therefore, they do not become part
                        of the building (Section 95 BGB).

                15.2    At the termination of the Lease, Lessee shall be
                        required to yield the Leased Premises - subject to
                        regulations to the contrary and irrespective of their
                        condition at the commencement of the Lease - as follows:

                        a)      All removable equipment as well as all fittings
                                installed by Lessee shall be removed;

                        b)      all exterior advertising shall be removed;

                        c)      the leased space is to be turned over in clean
                                and tidy condition;

                        d)      any and all keys in Lessee's possession - even
                                those for lockable fixtures installed by Lessee,
                                shall be turned over to Lessor.

        16.     Lessor's Access to the Leased Premises

                16.1    Lessor or its agents shall have the right to access the
                        Leased Premises any time within Lessee's normal business
                        hours.

                16.2    Lessee shall ensure that rooms can also be entered in
                        its absence. If it does not fulfill this obligation, it
                        shall be liable for any and all damage due to undue
                        delay, such as when entry was not possible in case of
                        impending danger.

        17.     Assignability of Use of Leased Premises

                17.1    Subletting or any other assignment of use to third
                        parties by Lessee shall only be permitted with Lessor's
                        prior consent in writing. Lessor's consent must also be
                        obtained regarding the provisions for
                        subletting/assignment of use proposed by Lessee. Section
                        549 paragraph 1, clause 2 BGB shall not be applied. In
                        case of subletting/assignment of use, Lessee assigns, in
                        advance, the rent it is entitled to receive from the
                        third party, including the security deposit, up to the
                        amount which Lessor is entitled to, as a precaution to
                        Lessor.

                17.2    For companies, a change of principal or of a general
                        partner or a change in legal form shall constitute an
                        assignment of use to a third party. Lessee



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<PAGE>

                        must immediately report such developments as well as
                        changes in regards to business permits or other
                        important matters affecting the Lease to Lessor in
                        writing.

                17.3    In case of the sale of Lessee's entire business or a
                        portion of the business, this Lease Agreement shall be
                        transferred to Lessee's legal successor, if Lessor
                        consents to it in writing.

        18.     Reconstruction Clause, Business Interruptions

                18.1    Should the Leased Premises or shared facilities be
                        totally or vastly destroyed or damaged due to
                        construction errors, fire, explosion, lightning, a
                        storm, an act of God, the effects of war or other
                        circumstances, this Lease Agreement shall only expire
                        after Lessor has declared that it will not rebuild.
                        Insofar as the use of the damaged or destroyed Leased
                        Premises under the Lease Agreement is no longer
                        possible, Lessee's obligation to pay rent rests
                        commencing on the day following the event causing the
                        damage. In case of partial destruction or damage, the
                        obligation to pay rent shall lapse pro rata. After
                        reconstruction has been completed, the provisions
                        regarding handing over and payment of rent shall apply
                        correspondingly.

                18.2    Business interruptions within the office and business
                        facilities - for whatever reason - which are beyond
                        Lessor's control shall not affect Lessee's obligation to
                        pay rent as long as those interruptions can be remedied
                        within a reasonable amount of time. Lessor shall have
                        the right to have the office and business facilities
                        vacated during daily business hours for safety reasons
                        and to have access to the site of the office and
                        business facilities cordoned off.

                18.3    In cases described in sections 18.1 and 18.2 above,
                        Lessee shall only be entitled to compensation for
                        damages under the provisions set forth in section 19.1.
                        Lessee may only exercise other rights if Lessor is
                        responsible for the business interruption.

        19.     Lessor's Liability, Insurance

                19.1    Lessee shall only be entitled to compensation for
                        damages in case of gross negligence by Lessor or its
                        vicarious agents; such entitlements in cases of gross
                        negligence shall be limited to the type and extent of
                        coverage provided by an adequate liability insurance
                        contract entered into by Lessor.

                19.2    Furthermore, in case of a defect in the Leased Property,
                        Lessee may only make a claim for damages if the damage
                        or curtailment of use is substantial. The same shall
                        apply to a reduction in rent, which, in addition,



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<PAGE>

                        shall only be permissible if it is announced in writing
                        one month prior to the due date of the affected rent.

                19.3    Lessee shall be obligated to purchase the following
                        insurance policies at its expense and to furnish proof
                        of such a purchase upon Lessor's request:

                        a)      fire as well as tap water insurance including
                                coverage for waste water damage to personal
                                property, such as fixtures and materials;

                        b)      liability insurance for personal injury,
                                property and asset damage up to the limits of
                                coverage customary for the line of business
                                Lessee is conducting.

        20.     House Rules

                20.1    In the interest of peaceful coexistence, any
                        interference with the other tenants must be avoided.
                        This shall apply in particular to noise and odors.
                        Lessee shall be liable for any and all damages due to
                        its non-compliance with these rules and must take
                        immediate remedial action in case of a complaint. This
                        shall apply even if Lessee is engaged in a line of
                        business usually associated with noise and odor
                        emissions.

                        Lessee shall take, at its own expense, all necessary
                        structural and business measures (especially those
                        required by law) to prevent unacceptable emissions,
                        especially emissions of noise and odor, from Lessee's
                        business premises to neighboring areas of the Leased
                        Property. This shall also apply for other areas outside
                        the business premises. If necessary, Lessee shall, upon
                        request by Lessor, install its own exhaust system.
                        Lessee shall be required to keep this system in good
                        working order at all times, to make sure that it
                        complies meets official requirements and regulations and
                        is operating continuously.

                20.2    Lessee shall be responsible for the adequate cleaning of
                        its leased space, including, in particular, the facades
                        and/or store window areas, and must ensure adequate
                        ventilation, heating and lighting in its rooms, to the
                        extent that Lessee has control over these matters. It
                        shall be Lessee's duty to clean areas even if they are
                        outside the Leased Property at any time if the dirt has
                        been caused by its business.

                        If Lessee does not meet these responsibilities in
                        accordance with regulations, Lessor shall have the right
                        to have the dirt removed at Lessee's expense.

                20.3    Unauthorized persons shall be prohibited from accessing
                        the roof and the technical rooms.



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<PAGE>

                20.4    Lessee must use the main traffic routes and necessary
                        emergency exits - if need be, according to Lessor's
                        instructions - and keep those as well as the entrances
                        to the buildings, traffic areas, courtyards, passages,
                        stairways, entrances to basements, etc. free of objects
                        of any kind. Sales, presentations of merchandise and the
                        placement of advertising media outside the Leased
                        Property shall only be permitted after Lessor's written
                        consent, which may be revoked at any time, has been
                        obtained in advance.

                20.5    Lessee may only park its vehicles in the spaces
                        allocated for this purpose by Lessor. The same shall
                        apply to the vehicles of employees, visitors, and
                        delivery personnel. Lessee must instruct these persons
                        to comply with these provisions. Lessee shall not be
                        entitled to the allotment of such parking spaces; their
                        allocation may be revoked or changed by Lessor at any
                        time. The washing of vehicles on the property shall not
                        be permitted.

                20.6    In case of the existence of shared major equipment
                        systems and facilities, such as central heating,
                        elevators, other technical systems, etc., provisions
                        regarding their usage must be complied with and the
                        instructions of the manager or building inspectors must
                        be followed.

                20.7    Lessee may make useful changes and amendments to these
                        house rules; it is required to notify Lessor of such
                        changes and amendments in writing.

        21.     Miscellaneous

                21.1    The Owner, DePfa Deutsche Pfandbriefbank AG, assumes the
                        cost for the interior fittings of the leased space Nr.
                        6, 3rd Floor, approx. 118.83 m2. Owner also awards the
                        contracts for the interior fittings of the leased space.

                21.2    not applicable

                21.3    Lessee is aware that not all contracts of the tenants
                        located in the office and business facilities have the
                        same term. Lessee may not infer any rights based upon
                        the termination of other leases or the amount of rent
                        payable under such leases.

                21.4    Lessor reserves the right to carry out structural
                        alterations outside the Leased Property and make changes
                        regarding the occupancy of the leased spaces. Lessor
                        does not guarantee that certain tenants or trades are
                        represented in the office and business facilities.

                21.5    If Lessee changes its mailing address, a statement by
                        Lessor sent to the address last given in writing by
                        Lessee shall be considered received on the day it is
                        posted in the mail (date postmarked).



                                       17
<PAGE>

                21.6    If Lessor consists of several persons, they assume joint
                        liability for all debts arising from the Lease
                        Agreement. For a statement by Lessor to be legally
                        valid, it is sufficient if made towards one of the
                        tenants. Statements of intent by one tenant are also
                        binding for the other tenants. Facts leading to a change
                        in tenancy for one tenant have to be accepted by the
                        other tenants as having the same kind of effect on them.

                21.7    Lessor shall have the right to transfer its rights and
                        duties under this contract to another company, unless
                        such a transfer jeopardizes the continued proper
                        performance of the contract. Upon Lessor's announcement
                        of such legal succession to Lessee, Lessor ceases, with
                        all its rights and duties, to be a party in the Lease
                        Agreement with Lessee.

                21.8    Any protection of Lessee from competition is excluded.

                21.9    not applicable

                21.10   Lessee consents to data regarding the Lease in
                        connection with the administration of the property being
                        stored on electronic data carriers. When processing such
                        data, Lessor shall comply with the provisions of the
                        German Federal Data Protection Act.

        22.     Final Provisions

                22.1    The validity of this contract shall not be affected by
                        the invalidity of individual provisions or by gaps in
                        the provisions of the Agreement. An invalid provision or
                        gap in the provision is to be replaced or closed,
                        respectively, by a valid provision which conforms in its
                        meaning and purpose with the deleted or not provided
                        provision as closely as possible.

                22.2    Agreements or assurances of any kind which affect the
                        Lease or the Leased Premises shall only be effective if
                        made in writing and if they bare the legally valid
                        signatures of Lessor and Lessee, unless a different wish
                        by the parties to the contract has been clearly
                        expressed. The same applies to changes and amendments as
                        well as the annulment of the contract or the clause
                        mandating that the agreements or assurances be in
                        writing.

Hamburg, dated: 11.30.2000                   Hamburg, dated: 11.29.2000

            DePfa
            Verwaltungs- und
            Controlling GmbH
            Poppenbutteler Bogen 17,
            22399 Hamburg

[signature]                                  [signature]
-------------------------------------        -----------------------------------
           (Lessor)                                   (Lessee)

                                                      DOMILENS GmbH
                                                      Holsteiner Chaussee 303 a,
                                                      22457 Hamburg
                                                      Phone: 040/55 98 80-0
                                                      Fax: 040/56 98 80-80



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