<PAGE>   1
                                                                    EXHIBIT 10.3


                                 ALLIANCE CENTER

                             OFFICE LEASE AGREEMENT

                                 BY AND BETWEEN

                                SOLANO ASSOCIATES

                                   AS LANDLORD

                                       AND

                        SECURITY FIRST TECHNOLOGIES, INC.

                                    AS TENANT



<PAGE>   2
                                TABLE OF CONTENTS

1.   BASIC LEASE DEFINITIONS, EXHIBITS AND ADDITIONAL DEFINITIONS............1

   1.1    BASIC LEASE DEFINITIONS............................................1
   1.2    EXHIBITS...........................................................6
   1.3    ADDITIONAL DEFINITIONS.............................................6

2.   GRANT OF LEASE.........................................................14

   2.1    DEMISE............................................................14
   2.2    QUIET ENJOYMENT...................................................14
   2.3    LANDLORD AND TENANT COVENANTS.....................................14

3.   TERM...................................................................14

   3.1    COMMENCEMENT DATE.................................................14
   3.2    EARLY OCCUPANCY...................................................15
   3.3    DELAYED OCCUPANCY.................................................15
   3.4    SURRENDER.........................................................17
   3.5    HOLDING OVER......................................................18

4.    RENT..................................................................18

   4.1    BASE RENT.........................................................18
   4.2    ADDITIONAL RENT...................................................19
   4.3    TERMS OF PAYMENT..................................................20
   4.4    LATE CHARGE; INTEREST ON LATE PAYMENTS............................20
   4.5    RIGHT TO ACCEPT PAYMENTS..........................................21
   4.6    TENANT'S AUDIT RIGHT..............................................21

5.   CONDITION OF PREMISES..................................................22

   5.1    ACCEPTANCE OF PREMISES............................................22
   5.2    COMPLETION OF  PUNCHLIST..........................................23
   5.3    WARRANTIES........................................................23

6.   USE AND OCCUPANCY......................................................23

   6.1    USE...............................................................22
   6.2    COMPLIANCE........................................................23
   6.3    OCCUPANCY.........................................................25
   6.4    COMMON FACILITIES.................................................25
   6.5    SERVICE PROVIDERS.................................................25


7.   SERVICES AND UTILITIES.................................................26

   7.1    LANDLORD'S STANDARD SERVICES......................................25
   7.2    SEPARATE UTILITY SERVICES.........................................28
   7.3    ADDITIONAL SERVICES...............................................28
   7.4    INTERRUPTION OF SERVICES..........................................29

8.   REPAIRS................................................................31

   8.1    REPAIRS WITHIN THE PREMISES.......................................31
   8.2    FAILURE TO MAINTAIN PREMISES......................................31
   8.3    NOTICE OF DAMAGE..................................................32

9.   ALTERATIONS............................................................31

   9.1    ALTERATIONS BY TENANT.............................................32
   9.2    ALTERATIONS AND ENTRY BY LANDLORD.................................33

10.  LIENS..................................................................34


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                                TABLE OF CONTENTS

11.     INSURANCE...........................................................33

   11.1   LANDLORD'S INSURANCE..............................................33
   11.2   TENANT'S INSURANCE................................................34

12.     DAMAGE OR DESTRUCTION...............................................36

   12.1   TERMINATION OPTIONS...............................................36
   12.2   REPAIR OBLIGATIONS................................................35
   12.3   RENT ABATEMENT....................................................36

13.     WAIVERS AND INDEMNITIES.............................................36

   13.1   LANDLORD'S WAIVERS................................................36
   13.2   TENANT'S WAIVERS..................................................36
   13.3   LANDLORD'S INDEMNITY..............................................37
   13.4   TENANT'S INDEMNITY................................................37

14.     CONDEMNATION........................................................37

   14.1   FULL TAKING.......................................................37
   14.2   PARTIAL TAKING....................................................39
   14.3   AWARDS............................................................38
   14.4   TEMPORARY PARKING.................................................39

15.     ASSIGNMENT AND SUBLETTING...........................................39

   15.1   LIMITATION........................................................39
   15.2   NOTICE OF PROPOSED TRANSFER; LANDLORD'S OPTIONS...................39
   15.3   CONSENT NOT TO BE UNREASONABLY WITHHELD...........................40
   15.4   FORM OF TRANSFER..................................................41
   15.5   PAYMENTS TO LANDLORD..............................................41
   15.6   CHANGE OF OWNERSHIP...............................................42
   15.7   PERMITTED TRANSFERS...............................................42
   15.8   EFFECT OF TRANSFERS...............................................42
   15.9   RELEASE OF TRANSFEROR.............................................43
   15.10  NONDISTURBANCE OF SUBLESSEE.......................................43

16.     PERSONAL PROPERTY...................................................43

   16.1   INSTALLATION AND REMOVAL..........................................42
   16.2   RESPONSIBILITY....................................................43

17.     ESTOPPEL CERTIFICATES...............................................43

18.     TRANSFER OF LANDLORD'S INTEREST.....................................43

   18.1   SALE, CONVEYANCE AND ASSIGNMENT...................................43
   18.2   EFFECT OF SALE, CONVEYANCE OR ASSIGNMENT..........................43
   18.3   SUBORDINATION.....................................................43
   18.4   ATTORNMENT........................................................45
   18.5   NONDISTURBANCE....................................................45

19.     RULES AND REGULATIONS...............................................46

20.     TENANT'S DEFAULT AND LANDLORD'S REMEDIES............................45

   20.1   DEFAULT...........................................................45
   20.2   REMEDIES..........................................................46


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                                TABLE OF CONTENTS


21.     LANDLORD'S DEFAULT AND TENANT'S REMEDIES............................48

   21.1   DEFAULT...........................................................48
   21.2   REMEDIES..........................................................48
   21.3   CURE BY ENCUMBRANCE HOLDER........................................51

22.     LETTER OF CREDIT....................................................51

23.     BROKERS.............................................................54

24.     LIMITATIONS ON LIABILITY............................................55

25.     NOTICES.............................................................55

26.     MISCELLANEOUS.......................................................57

   26.1   BINDING EFFECT....................................................57
   26.2   COMPLETE AGREEMENT; MODIFICATION..................................56
   26.3   DELIVERY FOR EXAMINATION..........................................56
   26.4   NO AIR RIGHTS.....................................................56
   26.5   ENFORCEMENT EXPENSES..............................................56
   26.6   BUILDING PLANNING.................................................56
   26.7   LANDLORD'S NAME...................................................57
   26.8   BUILDING STANDARD.................................................57
   26.9   NO WAIVER.........................................................57
   26.10     RECORDING; CONFIDENTIALITY.....................................57
   26.11     CAPTIONS.......................................................58
   26.12     INVOICES.......................................................58
   26.13     SEVERABILITY...................................................58
   26.14     JURY TRIAL.....................................................58
   26.15     AUTHORITY TO BIND..............................................58
   26.16     ONLY LANDLORD/TENANT RELATIONSHIP..............................58
   26.17     COVENANTS INDEPENDENT..........................................58
   26.18     GOVERNING LAW..................................................58
   26.19     TIME OF ESSENCE................................................60
   26.20     USUFRUCT.......................................................59

27.     RIGHT TO RENEW......................................................59

28.     EXPANSION OPTION....................................................62

29.     RIGHT OF FIRST OFFER................................................63

30.     CONTRACTION OPTION..................................................66

31.     SIGNAGE.............................................................66

32.     ROOFTOP COMMUNICATIONS EQUIPMENT....................................67

   32.1   RIGHT TO INSTALL ANTENNA..........................................67
   32.2   RIGHT OF USE/OWNERSHIP OF ANTENNAS................................67
   32.3   INSTALLATION, MAINTENANCE, OPERATION AND REMOVAL OF THE ANTENNAS..67
   32.4   COMPLIANCE WITH LAWS..............................................67
   32.5   LICENSE...........................................................68

33.     PRE-COMMENCEMENT EXPANSION OPTION...................................68

34.     OPTION TO DEFER DELIVERY............................................70


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                                TABLE OF CONTENTS


35.     STORAGE SPACE.......................................................71

36.     SUPPLEMENTAL LEASEHOLD IMPROVEMENT ALLOWANCE........................71

37.     Y2K COMPLIANCE......................................................72

38.     LEASING RESTRICTIONS................................................72

39.     DINING FACILITY.....................................................72

40.     HEALTHCLUB..........................................................73

41.     CONSENTS AND APPROVALS..............................................73

42.     UNRESTRICTED SUPPLEMENTAL ALLOWANCE.................................73








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                                 LEASE AGREEMENT
                                 ALLIANCE CENTER
                                ATLANTA, GEORGIA

         THIS LEASE AGREEMENT ("Lease") is entered into as of the Date, and by
         and between the Landlord and Tenant, identified in Section 1.1 below.

1.     BASIC LEASE DEFINITIONS, EXHIBITS AND ADDITIONAL DEFINITIONS.

1.1    BASIC LEASE DEFINITIONS.

In this Lease, the following defined terms have the meanings indicated.

              (a)    "Date" means the date of full execution of this Lease,
       which is February 25, 2000.

              (b)    "Landlord" means SOLANO ASSOCIATES, a California limited
       partnership.

              (c)    "Tenant" means SECURITY FIRST TECHNOLOGIES, INC., a
       Kentucky corporation.

              (d)    "Office Tower" shall mean the office building to be built
       by Landlord pursuant to the terms and conditions of Exhibit B attached
       hereto and known as One Alliance Center in which the Premises are
       located, which Building shall constitute a part of the complex known as
       the Alliance Center ("Complex"), and is located on the land more
       particularly described in Exhibit A-3 hereto (the "Land").

              (e)    "Garden Space" shall mean the garden office space to be
       built by Landlord pursuant to the terms and conditions of Exhibit B
       attached hereto located above the Parking Facility (as hereinafter
       defined) and being a part of the Complex.

              (f)    "Building" shall mean the Office Tower and the Garden
       Space, collectively.

              (g)    "Premises" means (i) those premises known as Suites 200,
       300, 400 and 500 located on the 2nd, 3rd, 4th and 5th floors of the
       Office Tower and identified on Exhibit A (the "Office Tower Premises"),
       which is hereby deemed to measure approximately 100,000 rentable square
       feet, subject to adjustment pursuant to Section 33 herein, and (ii) the
       Garden Space identified as such on Exhibit A (the "Garden Space
       Premises") which is hereby deemed to measure approximately 85,000
       rentable square feet. The rentable square footage of the Premises and the
       Building shall be subject to final measurement based on the 1996 ANSI
       Standard Method of Measurements adopted by BOMA (ANSI-Z65.1 - 1996), as
       reasonably agreed upon between the parties. For purposes of the
       foregoing, the rentable area of the Office Tower Premises shall be
       determined based on the Office Tower only, and the rentable area of the
       Garden Space Premises will be determined based on the Garden Space only.
       If the parties cannot come to an agreement as to the actual rentable
       square footage of the Premises within a reasonable time, not to exceed 60
       days after the Commencement Date, a certificate by Landlord's architect
       as to the final square footage shall be controlling, unless Tenant
       disagrees with the square footage measurement by



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       Landlord's architect, in which event Tenant shall have the right to have
       the measurement of the Premises certified by an architect to be selected
       by Tenant ("Tenant's Architect") within ninety (90) days after Tenant's
       receipt of the certificate from Landlord's architect. If Landlord
       disagrees with the measurement certificate of Tenant's Architect, then
       the two architects will select a third architect who will remeasure the
       Premises and whose remeasurement shall be binding on Landlord and Tenant.
       The third architect shall have had no conflict of interest in regard to
       either Landlord or Tenant within 5 years prior to the Date. The third
       architect shall use reasonable efforts to complete its remeasurement
       within thirty (30) days of its appointment. The Base Rent and Tenant's
       Share shall be adjusted pursuant to the final measurements.
       Notwithstanding anything in this Lease to the contrary, in no event shall
       any Building amenity or concession such as a healthclub, cafeteria,
       laundry facility, bank or travel agency, be included as part of the
       Building common area for purposes of determining the rentable area of the
       Premises.

              (h)    "Use" means general business and office use, including
       conference and computer facilities, employee and visitor cafeteria and
       dining areas (including related kitchen facilities) and any other legally
       permitted use consistent with the character of a first class office
       building provided any such use is to accommodate Tenant's business and
       operational needs and does not include any retail use of the Premises.

              (i)    "Term" means the duration of this Lease, which will be
       approximately 10 years, beginning on the "Commencement Date" (as defined
       in Section 3.1 below) and ending on the "Expiration Date" (as defined
       below), unless terminated earlier or extended further as provided in this
       Lease. The "Expiration Date" means (i) if the Commencement Date is the
       first day of a month, the 10 year anniversary of the day immediately
       preceding the Commencement Date; or (ii) if the Commencement Date is not
       the first day of a month, the 10 year anniversary of the last day of the
       month in which the Commencement Date occurs.

              (j)    "Scheduled Commencement Date" means September 1, 2001.

              (k)    "Base Rent" means the Rent payable according to Section
       4.1, which will be in an amount per month applicable during each Lease
       Year as follows:

                              Office Tower Premises

<TABLE>
<CAPTION>
                                   Annual Base Rent Per
                                   --------------------
         Lease Year                Rentable Square Foot         Monthly Base Rent*       Annual Base Rent*
         ----------                --------------------         ------------------       -----------------
<S>                                      <C>                       <C>                      <C>
              1                           $27.50                    $229,166.67              $2,750,000
              2                           $28.09                    $234,083.33              $2,809,000
              3                           $28.69                    $239,083.33              $2,869,000
              4                           $29.31                    $244,250.00              $2,931,000
              5                           $29.95                    $249,583.33              $2,995,000
              6                           $30.61                    $255,083.33              $3,061,000
              7                           $31.28                    $260,666.67              $3,128,000
              8                           $31.98                    $266,500.00              $3,198,000
              9                           $32.70                    $272,500.00              $3,270,000
             10                           $33.44                    $278,666.67              $3,344,000
</TABLE>

       *      Based on 100,000 square feet of rentable area



                                       2
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                              Garden Space Premises


<TABLE>
<CAPTION>
                                   Annual Base Rent Per
                                   --------------------
         Lease Year                Rentable Square Foot         Monthly Base Rent**      Annual Base Rent**
         ----------                --------------------         -----------------        ----------------
<S>                                      <C>                       <C>                      <C>
              1                           $16.50                    $116,875.00              $1,402,500
              2                           $17.00                    $120,416.67              $1,445,000
              3                           $17.50                    $123,958.33              $1,487,500
              4                           $18.03                    $127,712.50              $1,532,550
              5                           $18.57                    $131,537.50              $1,578,450
              6                           $19.13                    $135,504.17              $1,626,050
              7                           $19.70                    $139,541.67              $1,674,500
              8                           $20.29                    $143,720.83              $1,724,650
              9                           $20.90                    $148,041.67              $1,776,500
             10                           $21.53                    $152,504.17              $1,830,050
</TABLE>

                     **     Based on 85,000 square feet of rentable area

              (l)    "Tenant's Share", with respect to the calculation of
       Additional Rent according to Section 4.2, shall consist of four (4)
       components, as follows: (i) with respect to Tenant's Premises in the
       Office Tower only, Tenant's Share of Expenses ("Tenant's Office Tower
       Share of Expenses") shall be eighteen and 02/100 percent (18.02%),
       subject to adjustment for changes in rentable area, (ii) with respect to
       Tenant's Premises in the Office Tower only, Tenant's Share of Office
       Tower Taxes ("Tenant's Office Tower Share of Taxes") shall be twenty-one
       and 28/100 percent (21.28%) [which is the percentage that Tenant's Office
       Tower Premises represents of the entire Office Tower rentable area],
       subject to adjustment for changes in rentable area, (iii) with respect to
       Tenant's Premises in the Garden Space only, Tenant's Share of Expenses
       ("Tenant's Garden Space Share of Expenses") shall be fifteen and 32/100
       percent (15.32%), and (iv) with respect to Tenant's Premises in the
       Garden Space only, Tenant's Share of Taxes ("Tenant's Garden Space Share
       of Taxes") shall be thirteen percent (13%) (but only so long as the
       Office Tower and the Parking Facility are taxed as a single tax parcel;
       if the Parking Facility becomes a separate tax parcel, Tenant's Garden
       Space Share of taxes will be one hundred percent (100%) of the Taxes for
       the Parking Facility tax parcel that are equitably allocated to the
       Garden Space, based on the relative values of the Garden Space and the
       other portions of the Parking Facility and Common Areas not included in
       the Garden Space). If Tenant's Office Tower Share of Expenses and of
       Taxes or Tenant's Garden Space Share of Expenses is changed during a
       Fiscal Year by reason of a change in the rentable area of the Office
       Tower Premises or an increase in the rentable area of the Office Tower,
       Tenant's Office Tower Share of Expenses and of Taxes and Tenant's Garden
       Space Share of



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<PAGE>   9

       Expenses shall thereafter be recalculated to reflect such adjustment in
       rentable area. If the Tenant's Office Tower Share of Expenses or of Taxes
       or Tenant's Garden Space Share of Expenses changes during a Fiscal Year,
       Tenant's Office Tower Share of Expenses or of Taxes or Tenant's Garden
       Space Share of Expenses for the Fiscal Year shall be determined on the
       basis of the number of days during such Fiscal Year at each percentage
       share.

              (m)    "Base Year" means the calendar year ending December 31,
       2002.

              (n)    "Security Deposit" means the letter of credit posted by
       Tenant pursuant to Section 22 of this Lease.

              (o)    "Landlord's Building Address" means:

                     TrizecHahn Office Properties, Inc.
                     Alliance Center
                     Property Management Office
                     Lenox Road
                     Atlanta, Georgia 30326

              (p)    "Landlord's General Address" means:

                     TrizecHahn Office Properties Inc.
                     5210 Renaissance Tower
                     1201 Elm Street
                     Dallas, Texas  75270
                     Attention:  Senior Vice President

                     with copies to:

                     TrizecHahn Office Properties Inc.
                     100 Colony Square
                     Suite 600
                     1175 Peachtree Street, N.E.
                     Atlanta, Georgia  30361
                     Attention:  Lease Administrator





              (q)    "Landlord's Billing Address" means:

                     TrizecHahn Office Properties Inc.
                     100 Colony Square, Suite 600
                     1175 Peachtree Street, N.E.
                     Atlanta, Georgia  30361



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<PAGE>   10

                     Attention:  Lease Administrator

                     with a copy to Landlord's mortgagee to the extent required
                     by Paragraph 25.

              (r)    "Tenant's Notice Address" and "Tenant's Invoice Address"
                     means, for notices given before the Commencement Date:

                     Security First Technologies, Inc.
                     3390 Peachtree Road, Suite 1700
                     Atlanta, Georgia 30326
                     Attention:  Lisa Wilkie or Bob Stockwell

                     With a copy (for Tenant's Notices only) to:

                     Parker Hudson Rainer & Dobbs LLP
                     285 Peachtree Center Avenue
                     1500 Marquis Two Office Tower
                     Atlanta, Georgia 30303
                     Attention:  Kenneth H. Kraft, Esq.

                     and for notices given after the Commencement Date:

                     Security First Technologies, Inc.
                     Alliance Center, Suite 200
                     Lenox Road
                     Atlanta, Georgia 30326
                     Attention:  Lisa Wilkie or Bob Stockwell

                     With a copy to:

                     Parker Hudson Rainer & Dobbs LLP
                     285 Peachtree Center Avenue
                     1500 Marquis Two Office Tower
                     Atlanta, Georgia 30303
                     Attention:  Kenneth H. Kraft, Esq.

              (s)    "Brokers" means the following brokers who will be paid by
       Landlord in accordance with a separate agreement: FREDERICK RODDY REALTY
       and TRIZECHAHN COLONY SQUARE GP LLC and the following brokers who will be
       paid by Tenant: NONE.

              (t)    "Liability Insurance Amount" means $5,000,000.00.

1.2    EXHIBITS.


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<PAGE>   11

       The Exhibits listed below are attached to and incorporated in this Lease.
       In the event of any inconsistency between such Exhibits and the terms and
       provisions of this Lease, the terms and provisions of the Exhibits will
       control. The Exhibits to this Lease are:

       Exhibit A        -      Plan Delineating the Premises
       Exhibit A-1      -      Offer Area #1
       Exhibit A-2      -      Site Plan
       Exhibit A-3      -      Legal Description of Land
       Exhibit B        -      Possession and Building Improvements Agreement
       Exhibit B-1      -      Base Building Improvements
       Exhibit B-2      -      Estimated Tenant Construction Schedule
       Exhibit B-3      -      Building Rendering
       Exhibit B-4      -      Base Building Sample Floor Plate
       Exhibit B-5      -      Adjustment Area Schedule
       Exhibit C        -      Occupancy Estoppel Certificate
       Exhibit D        -      Rules and Regulations
       Exhibit E        -      Cleaning Standards
       Exhibit F        -      Parking
       Exhibit G        -      [Intentionally Deleted]
       Exhibit H        -      Form of Estoppel Certificate
       Exhibit I        -      Form of SNDA
       Exhibit J        -      Arbitration
       Exhibit K        -      Standby Letter of Credit

1.3    ADDITIONAL DEFINITIONS.

       In addition to those terms defined in Section 1.1 and other sections of
       this Lease, the following defined terms when used in this Lease have the
       meanings indicated:

              (a)    "Additional Rent" means the Rent payable according to
       Section 4.2.

              (b)    "Affiliate" shall mean with respect to a Person (as defined
       in subsection 1.3(m) (i) any Person which directly or indirectly
       controls, is controlled by, or is under common control with Tenant, (ii)
       any Person resulting from the merger or consolidation of Tenant, or (iii)
       any Person which acquires all or substantially all of the assets of
       Tenant as a going concern of the business that is being conducted on the
       Premises, provided that such transferee assumes in full the obligations
       of Tenant under the Lease. For purposes of the foregoing, the term
       "control" shall mean possession, directly or indirectly, of the power to
       direct or cause the direction of the management or policies of a Person,
       whether through the ownership of voting securities, by contract or
       otherwise.

              (c)    "Building Business Hours" means the hours from 8:00 a.m. to
       7:00 p.m. on Monday through Friday and from 8:00 a.m. to 1:00 p.m. on
       Saturday, excluding New Year's Day, Memorial Day, Independence Day, Labor
       Day, Thanksgiving Day, Christmas Day and other such legal holidays as are
       generally recognized from time to time by the owners of first class
       buildings that are similar to the Office Tower in the Buckhead, Atlanta,
       Georgia market area,



                                       6
<PAGE>   12

       provided that no more than two (2) additional holidays shall be
       recognized by Landlord during the Term of the Lease (collectively,
       "Holidays").

              (d)    "Common Areas" means certain interior and exterior common
       and public areas located on the Land and in the Building as may be
       designated by Landlord for the non-exclusive use in common by Tenant,
       Landlord and other tenants, and their employees, guests, customers,
       agents and invitees. If either the Office Tower or the Garden Space is
       connected to other buildings by underground tunnels or elevated bridges
       over public streets, Common Areas will include such bridges and tunnels;
       provided, however, that Landlord and owners of such other buildings will
       have the right in their sole discretion to adopt rules and regulations
       relating to bridge and tunnel use. Common Areas shall include, at a
       minimum, the Parking Facility, all pedestrian walkways and patios,
       landscaped areas, sidewalks, service drives, restrooms, stairways,
       decorative malls, plazas, throughways, loading areas, entrances, exits,
       driveways and roads, all substantially as depicted on the Site Plan
       attached as Exhibit A-2 hereto. Landlord hereby agrees not to make any
       material modifications to the main interior entrance lobby to the Office
       Tower or the Parking Facility or to any walkways, tunnels, driveways or
       roadways providing access to the Building or the Parking Facility, or any
       to the other, without first obtaining Tenant's express written consent,
       which shall not be unreasonably withheld, conditioned or delayed.
       Notwithstanding the limitation provided in the immediately preceding
       sentence, Landlord shall be permitted to make alterations to the Common
       Areas without the consent of Tenant provided such alterations are in
       keeping with the original plan of the Building and Common Areas.

              (e)    "Construction Administration Fee" means for all work
       performed in the Premises, except any initial buildout of the Premises as
       set forth in Exhibit B, whether performed by Landlord or Tenant, Tenant
       shall pay to Landlord the following fee:

                     General Contractor - if Landlord is the general contractor
                     for the project and is performing the work and/or
                     contracting with the subtrades on Tenant's behalf, the fee
                     shall be negotiated by the parties at the time of contract.

                     Project Administration - for all projects where Landlord is
                     not the General Contractor, a project administration fee
                     will be charged to cover Landlord's service plan review and
                     design and construction coordination at the following
                     rates: (i) $150.00 per hour for professional review and
                     (ii) $75.00 per hour for administrative oversight. In no
                     event shall the total cost of said project administration
                     fee per project exceed three percent (3%) of the total
                     project cost.

              (f)    "Expenses" means the aggregate of (i) [intentionally
       deleted]; (ii) any and all costs (other than those expressly excluded
       below) accrued during each Fiscal Year according to generally accepted
       accounting principles consistently applied for operating, managing,
       administering, equipping, securing, protecting, repairing, replacing,
       renewing, cleaning, maintaining, decorating, inspecting, and providing
       water, sewer and other energy and utilities to the Land, Complex,
       Building and Common Areas (including, without limitation, the cost of
       maintaining any athletic or recreational club, provided the expenses for
       such



                                       7
<PAGE>   13

       club were included on a comparable basis in the Base Year Expenses);
       (iii) administrative fees not to exceed three percent (3%) of gross rents
       (provided that if Landlord elects to use the services of a managing
       agent, Expenses will include, instead of administrative fees, management
       fees calculated in the same manner, and subject to the same limitations,
       as administrative fees); (iv) fees and expenses (including reasonable
       attorney's fees) incurred in contesting the validity of any Laws that
       would cause an increase in Expenses; (v) occupancy costs associated with
       that portion of the Complex management office attributable to the
       management of the Building (including rent at market rates (provided the
       size of that portion of the space associated with the management office
       does not exceed 1,500 rentable square feet) but excluding all such costs
       attributable to any space occupied or used in connection with development
       activities in the Complex or leasing or constructing improvements to the
       space in the Complex); (vi) capital expenses made by reason of insurance
       requirements and costs (whether capital or not) that are incurred in
       order to conform to changes subsequent to the Date in any Laws or that
       are reasonably and in good faith intended to reduce Expenses or the rate
       of increase in Expenses (such costs will not be included in Expenses for
       the Base Year and will otherwise be charged to Expenses in annual
       installments over the useful life of the items for which such costs are
       incurred together with interest at Landlord's actual financing cost, not
       to exceed the Prime Rate (as defined herein) [in the case of costs
       incurred in order to achieve savings in Expenses, or in the rate of
       increase in Expenses, Landlord shall reasonably demonstrate that such
       costs shall provide a savings or reduce the rate of increase in Expenses
       during the Term and the amount charged to Expenses in any Fiscal Year
       shall include only that portion of the amortized cost of the Expense
       realized by savings, as reasonably estimated by Landlord]. Expenses will
       not include (1) mortgage principal or interest; (2) ground lease
       payments; (3) leasing commissions; (4) costs of advertising space for
       lease in the Complex; (5) costs for which Landlord is reimbursed by
       insurance proceeds or from tenants of the Complex (other than such
       tenants' regular contributions to Expenses); (6) any depreciation or
       capital expenditures (except as expressly provided in clause (vi) above);
       (7) legal fees incurred for negotiating leases or collecting rents; (8)
       costs directly and solely related to the maintenance and operation of the
       entity that constitutes the Landlord, such as accounting fees incurred
       solely for the purpose of reporting Landlord's financial condition; (9)
       costs of operating, repairing or maintaining the parking facilities
       serving the Complex; (10) costs incurred for or in connection with
       leasing, renovating, or improving space to or for tenants of the
       Building, including without limitation broker commissions, leasing
       commissions, tenant inducement payments, leasehold improvement and/or
       decorating costs and "take-over" expenses with respect to space in
       another building or the cost of any work furnished by Landlord without
       charge as an inducement for Tenant to lease space (i.e. free rent,
       improvement allowances); (11) wages and salaries of management or
       supervisory personnel above the level of Building Manager, except that
       such costs for the General Manager of the city in which the Building is
       located may be included to the extent equitably allocable thereto and
       such costs are included in Base Year Expenses; (12) costs incurred for
       services provided to Tenant or other tenants of the Building which are
       reimbursed by Tenant or other such tenants or other third parties as
       above standard services, with the effect that Tenant is not substantially
       and materially subsidizing extraordinary services provided to other
       tenants of the Building; (13) the cost of correcting defects in the
       design, construction or initial equipping of the Building (but



                                       8
<PAGE>   14

       not the costs of normal wear and tear); (14) the cost of complying with
       any Laws enacted prior to the Date of this Lease; (15) costs for which
       Landlord is reimbursed by insurance proceeds, condemnation proceeds,
       third parties (including warranties) or from tenants of the Building
       (other than such tenants' regular contributions to Expenses); (16) costs,
       including attorney's fees, directly and solely related to the maintenance
       and operation of the entity that constitutes the Landlord, such as
       accounting fees incurred solely for the purpose of reporting Landlord's
       financial condition and disputes regarding the maintenance and operation
       of said entity; (17) any fee or expenditure payable by Landlord to any
       affiliate, partner, director, officer or shareholder of Landlord, to the
       extent that such fee or expenditure exceeds that amount which would be
       payable in the absence of such relationship (other than the management
       fee set forth above); (18) costs of advertising space for lease in the
       Building or Building promotional or entertainment expenses to the extent
       such expenses are unique, one-of-a-kind parties or gifts for a specific
       tenant, prospective tenant, vendor or other third party, signage
       identifying Landlord, the Building manager or a tenant, but excluding any
       Building newsletter or seasonal/holiday decorations; (19) costs arising
       out of the gross negligence or intentional misconduct of Landlord or
       anyone for whom Landlord is legally responsible; (20) costs of selling,
       syndicating, financing, mortgaging or transferring any of Landlord
       interest(s) in the Building, Land or Complex; (21) costs incurred due to
       the violation or failure of Landlord to timely comply with or pay amounts
       due as required by Laws or with respect to any contractual requirement,
       except for interest which may accrue on delinquent payments during the
       pendency of any good faith contest of same and except to the extent that
       such failure is caused by Tenant's failure to timely comply with the
       terms of this Lease; (22) structural repairs (but not including the
       roof); (23) general overhead and reserves; (24) costs incurred by
       Landlord in securing any initial governmental approvals to construct
       and/or operate the Building, including, without limitation, any impact
       fees, development fees, dedications, or other similar fees or charges
       paid to any governmental authority in connection with any such
       construction and/or operation; (25) the cost of removing, maintaining or
       monitoring any Hazardous Substances (as defined in Section 6.2) or the
       cost and expense of complying with federal, state or local regulations
       regarding same except to the extent such condition is caused by Tenant;
       (26) the cost of constructing, installing, operating or maintaining any
       special service or facility such as an observatory, broadcasting
       facility, luncheon club (but not including any athletic or recreational
       club); (27) payments for rental items, the cost of which would constitute
       a capital expenditure if such items were purchased; (28) costs for
       initial sculptures, paintings and other objects of art located in the
       interior or on the exterior of the Building immediately adjacent thereto
       (but not including the repair and maintenance of such art items); (29)
       any compensation paid to clerks, attendants or other persons in
       commercial concessions operated by Landlord, other than compensation paid
       such persons for services related to the management or operation of the
       Complex; (30) fees of costs assessed as a condition for the right or
       privilege of development of the Complex, or any portion thereof,
       including, but not limited to, impact fees, building permit fees or other
       governmental fees, assessments or charges which are incurred or levied as
       a result of the development or expansion of the Complex; and (31) any
       costs incurred by Landlord in correcting any latent or structural defects
       in the Base Building or Base Building structure (excluding the roof).



                                       9
<PAGE>   15

              For the Base Year and each Fiscal Year during the Term, the amount
       by which those Expenses that vary with occupancy (such as cleaning costs
       and utilities) would have increased had the Complex been ninety-five
       percent (95%) occupied and operational and had all Complex services been
       provided to all tenants will be reasonably determined and the amount of
       such increase will be included in Expenses for such Fiscal Year.
       Furthermore, if a new type of expense is incurred after the Base Year,
       and the first full Fiscal Year's expense for such item exceeds $25,000,
       such first full Fiscal Year's expense shall be added to the Expenses for
       the Base Year commencing with the first full Fiscal Year that such
       expense is included as an Expense, so that Tenant shall only be required
       to pay subsequent increases in such expense.

              Landlord and Tenant acknowledge that certain of the costs of
       management, operation, maintenance, repair and security of the Complex
       from time to time may be allocated among and shared by the owners of two
       or more of the buildings or developable sites in the Complex (including
       the Building) and between two or more properties owned by Landlord in the
       Atlanta region. The determination of such costs and their allocation
       shall be made by Landlord on an equitable basis in accordance with
       generally accepted accounting principles, consistently applied.
       Accordingly, the term "Expenses," as used in this Lease, from time to
       time shall include some costs, expenses and taxes enumerated above which
       were incurred with respect to common facilities in the Complex or other
       buildings owned by Landlord in the Atlanta region, but which are
       allocated to and shared by the Building and other buildings and
       developable sites in accordance with the foregoing. Notwithstanding the
       foregoing, where Landlord allocates such costs to the Building, the costs
       so allocated must be clearly identified on Landlord's operation expense
       statements to Tenant, and the rationale and the underlying method of
       allocation must be set forth in reasonable detail. Tenant reserves the
       right to challenge the propriety of all allocated costs in accordance
       with the terms and conditions of Section 4.6 herein.

              (g)    "Fiscal Year" means the calendar year.

              (h)    "Force Majeure" means any acts of God (which, for this
       purpose, shall not include adverse (but not catastrophic) weather
       conditions except to the extent such adverse weather conditions were of
       such a nature as to cause an actual delay in Landlord's Work and occurred
       in excess of the normal and customary number of days of adverse weather
       for the entire construction period of the Building), governmental
       restriction, strikes, labor disturbances, shortages of unusual materials
       or supplies or shortages of standard materials and supplies to the extent
       such materials or supplies are unavailable due to other Force Majeure
       events, or any other cause or event beyond the parties' reasonable
       control (but not because of insolvency, lack of funds or other financial
       cause), by which either party is hindered or prevented from performance
       of any act under this Lease, then performance of such act shall be
       excused for the period during which such performance is rendered
       impossible; and time for performance shall be extended accordingly.
       However, Force Majeure shall not relieve either party from any obligation
       under this Lease. No such delay shall constitute an actual or
       constructive eviction in whole or in part, or entitle Tenant to any
       abatement or diminution of rents or other charges due, or impose any
       liability upon Landlord or its agents because of inconvenience to Tenant
       or injury to or interruption of



                                       10
<PAGE>   16

       Tenant's business. Notwithstanding the foregoing: (i) with respect to
       Landlord's and Tenant's construction obligations under Exhibit B to this
       Lease, no delay described above in this subsection (h) shall be effective
       to delay a party's construction obligation unless such delayed party
       notifies the other party of the delay within ten (10) business days of
       the day such delayed party had actual knowledge of the event giving rise
       to such delay; and (ii) no delay described in this subsection (h) shall
       be permitted in connection with delays caused by Laws in effect on the
       Date or the implementation of same (provided such delay is not
       attributable to any misfeasance committed by any governmental entity, in
       which event, such delay shall be considered an event of Force Majeure).

              (i)    "Land" means the real property described in Exhibit A-3
       attached hereto, less any portions that may be conveyed separately from
       the Building by Landlord from time to time.

              (j)    "Laws" means any and all present or future federal, state
       or local laws, statutes, ordinances, codes, rules, regulations or orders
       of any and all governmental or quasi-governmental authorities having
       jurisdiction.

              (k)    "Lease Year" means each successive period of 12 calendar
       months during the Term, ending on the same day and month (but not year,
       except in the case of the last Lease Year) as the day and month on which
       the Expiration Date will occur. If the Commencement Date is not the first
       day of a month, the first Lease Year will be greater than 12 months by
       the number of days from the Commencement Date to the last day of the
       month in which the Commencement Date occurs.

              (l)    "Parking Facility" shall mean the parking structure
       constructed or intended to be constructed solely for the benefit of the
       Building (as shown and labeled on the Site Plan). The term "Parking
       Facility" also includes any connecting walkways, covered walkways or
       other means of access to the Building from the parking structure or lots
       and Surface Parking (as defined in Exhibit F).

              (m)    "Person" means an individual, corporation, partnership,
       limited liability company, joint venture, estate, trust, unincorporated
       association, any other form of entity, any federal, state, county or
       municipal government or any bureau, department or agency thereof and any
       fiduciary acting in such capacity on behalf of the foregoing.

              (n)    "Prime Rate" means the rate of interest announced from time
       to time by Citibank, N.A., or any successor to it, as its prime rate. If
       Citibank, N.A. or any successor to it ceases to announce a prime rate,
       Landlord will designate a reasonably comparable financial institution for
       purposes of determining the Prime Rate. If more than one Prime Rate is
       announced by Citibank, N.A. or its successor, then Landlord shall
       designate the applicable Prime Rate.

              (o)    "Rent" means the Base Rent, Additional Rent and all other
       amounts required to be paid by Tenant under this Lease.



                                       11
<PAGE>   17

              (p)    "Site Plan" means the site plan for the Complex attached as
       Exhibit A-2 to this Lease, as the same may be modified as part of the
       Plans described in Exhibit B.

              (q)    "Taxes" means the amount actually incurred or accrued
       during each Fiscal Year according to generally accepted accounting
       principles, consistently applied, for that portion of the following items
       that is allocable to the Land and Building: all ad valorem real and
       personal property taxes and assessments, special or otherwise, levied
       upon or with respect to the Land or Building, the personal property used
       in operating the Building, and the rents and additional charges payable
       by tenants of the Building, and imposed by any taxing authority having
       jurisdiction; all taxes, levies and charges which may be assessed, levied
       or imposed in replacement of, or in addition to, all or any part of ad
       valorem real or personal property taxes or assessments as revenue
       sources, and which in whole or in part are measured or calculated by or
       based upon the Land or Building, the leasehold estate of Landlord or the
       tenants of the Building, or the rents and other charges payable by such
       tenants; capital and place-of-business taxes, and other similar taxes
       assessed relating to the Building; and any reasonable expenses incurred
       by Landlord in attempting to reduce or avoid an increase in Taxes,
       including, without limitation, reasonable legal fees and costs. Taxes
       will not include income, transfer, use, gift, excise, intangibles,
       capital stock, estate, succession, inheritance or franchise taxes of
       Landlord or other tax imposed upon or measured by Landlord's income or
       profit. For purposes of determining Taxes for any Fiscal Year, if any
       assessment is payable in installments, Landlord and Tenant agree that,
       for purposes of this Lease, only such installments (inclusive of any
       interest chargeable thereon by the assessing authority of such
       assessment) that would have been due during such Fiscal Year, as and when
       such installment would have become due and payable, had Landlord elected
       to pay such assessment over the maximum number of installment periods
       permitted by the assessing authority shall be included in Taxes for such
       Fiscal Year, regardless of whether Landlord in fact so elects to pay the
       assessment in installments. Notwithstanding the foregoing, If at any time
       during the term of this Lease, the present method of taxation shall be
       changed so that in lieu of the whole or any part of taxes, assessment or
       governmental charges levied, assessed or imposed on real estate and the
       improvements thereon, there shall be levied, assessed or imposed on
       Landlord a capital levy or other tax directly on the rents received
       therefrom and/or a franchise tax, assessment, levy or charge measured by
       or based, in whole or in part, upon such rents for the present or any
       future building or buildings on the premises, then all such taxes,
       assessments, levies or charges or the part thereof so measured or based,
       shall be deemed to be included within the term "Taxes" for the purposes
       hereof, but only if such taxes, assessments, levies or charges are
       imposed on owners of real property and then only to the extent the clear
       legislative intent of such taxes is that they be assessed in lieu of
       other Taxes required to be paid by Tenant hereunder.

              The term "Office Tower Taxes" for any Fiscal Year shall mean
       eighty-seven percent (87%) of the total Taxes for such Fiscal Year.
       Notwithstanding the foregoing, in the event the Land is subdivided into
       two (2) tax parcels, one (1) for the Office Tower and related Common
       Areas and one (1) for the Parking Facility and related Common Areas,
       Taxes for the Office Tower tax parcel will be allocated one hundred
       percent (100%) to the



                                       12
<PAGE>   18

       Office Tower and Taxes for the Parking Facility tax parcel will be
       allocated between the Office Tower and the Garden Space on an equitable
       basis, based on the relative values of the Garden Space and the other
       portions of the Parking Facility not included in the Garden Space.

              Base Year Taxes shall include Taxes the first tax year of the
       Lease Term (the "Base Tax Year") during which the Building is 100% fully
       assessed and 100% fully taxed as a 100% completed structure (excluding
       tenant improvements, which will be taken into account as part of the
       "grossing up" of Taxes and Expenses if the Building is not at least 95%
       occupied). The inclusion of Tenant's obligations with respect to Taxes in
       this Lease is intended to assure that Tenant pays Tenant's Share of
       increases in Taxes due to increases in tax rates and assessments of the
       Building, the Common Areas and the Land. It is also intended that the
       Base Rent shall include Taxes applicable to the Land and the fully
       completed Building and Common Areas at normal tax rate and assessment
       levels as of the Base Tax Year. Accordingly:

              (i)    Tenant shall not be responsible for any increase in Taxes
                     which results solely from the creation of additional
                     rentable area on the Land or in the Building.

              (ii)   If Landlord contests the assessment for Tenant's Base Tax
                     Year, then Landlord, at Landlord's sole cost and expense,
                     shall take reasonable steps to contest the assessment in
                     later tax years as well. As long as Tenant leases more than
                     fifty percent (50%) of the Building, if at any time during
                     the Lease Term Landlord has chosen not to contest the Taxes
                     for a Fiscal Year, Tenant may, at Tenant's option, and at
                     its expense, bring appropriate proceedings in Landlord's
                     name or in Tenant's name or both for contesting any
                     assessment for such Fiscal Year during the Lease Term.
                     Tenant shall notify Landlord of Tenant's intention to
                     contest the Taxes, and Landlord shall have the option of
                     being included in the process. The net amount of Taxes
                     recovered as a result of such proceedings (e.g., the amount
                     recovered after payment of all sums necessary to attain
                     such recovery) shall be shared between Landlord and Tenant,
                     with Tenant receiving Tenant's Share thereof; however, in
                     no event shall Tenant's amount received exceed the amount
                     which Tenant contributed to the payment of the subject
                     Taxes. Landlord shall cooperate with Tenant with respect to
                     the proceedings so far as is reasonably necessary.

              (iii)  Any increase in Taxes for the Building or the Land
                     resulting from a refinancing or sale of the Building or the
                     Land in a transaction between Affiliates which results in
                     an artificially inflated value shall be added to the Base
                     Year Expenses.

2.     GRANT OF LEASE.



                                       13
<PAGE>   19

2.1    DEMISE.

       Subject to the terms, covenants, conditions and provisions of this Lease,
       Landlord leases to Tenant and Tenant leases from Landlord the Premises,
       together with the non-exclusive right to use the Common Areas, for the
       Term.

2.2    QUIET ENJOYMENT.

       Landlord covenants that during the Term Tenant will have quiet and
       peaceable possession of the Premises, subject to the terms, covenants,
       conditions and provisions of this Lease, and Landlord will not disturb
       such possession except as expressly provided in this Lease.

2.3    LANDLORD AND TENANT COVENANTS.

       Landlord covenants to observe and perform all of the terms, covenants and
       conditions applicable to Landlord in this Lease. Tenant covenants to pay
       the Rent when due, and to observe and perform all of the terms, covenants
       and conditions applicable to Tenant in this Lease.

3.     TERM.

3.1    COMMENCEMENT DATE.

       "Commencement Date" means the first day of the Term, which will be the
       date that is fourteen (14) days after the date on which Landlord has
       given Tenant notice that the Improvements (as defined in Exhibit B) and
       the Tenant Leasehold Improvements (as defined in Exhibit B) are
       Substantially Completed (as defined in Exhibit B); provided, however,
       that such notice shall not be effective unless the Improvements and the
       Tenant Leasehold Improvements are, in fact, Substantially Completed at
       the time such notice is given.

3.2    EARLY OCCUPANCY.

       Tenant has no right to enter the Premises until Landlord tenders
       possession; provided, however, that Landlord will be obligated to tender
       possession of the Premises to Tenant for the fourteen (14) days
       immediately preceding the Scheduled Commencement Date ("Tenant's Early
       Entry Period"), and provided, further, Landlord hereby gives permission
       for Tenant to enter the Premises prior to Tenant's Early Entry Period, so
       that Tenant may do such work as may be required to prepare the Premises
       for Tenant's occupancy, including the installation of cabling, telephone
       equipment, furniture, computer and other office systems. If Tenant so
       enters the Premises prior to the Scheduled Commencement Date, Tenant
       shall adopt a construction schedule consistent with the Landlord's
       construction schedule and will work in harmony with Landlord and will not
       interfere with or delay the performance of Landlord's Work, or with the
       work of any other tenant or occupant of the Building. All acts of any of
       Tenant's contractors, subcontractors or laborers are the responsibility
       of Tenant. In addition, any such access shall be consistent with
       generally accepted construction practices and in accordance with any and
       all applicable regulatory requirements, but Landlord agrees to make
       reasonable good faith efforts to afford Tenant such access in accordance
       with the foregoing. At all times while Tenant is in occupancy of the
       Premises prior to the Scheduled Commencement Date for the above



                                       14
<PAGE>   20

       stated purposes, Tenant will be subject to and will comply with all of
       the terms and provisions of the Lease, except that no Base Rent or
       Additional Rent will be payable by Tenant prior to the Scheduled
       Commencement Date. If at any time such access causes or threatens to
       cause disharmony or interference, including labor disharmony, Landlord
       will have the right to require such appropriate corrective measures as
       will eliminate such condition with respect to Landlord's work in the
       Building or Complex. Tenant shall have the right to use the freight
       elevator and Building loading dock after reasonable notice to Landlord,
       without charge therefor. In addition to the foregoing, during Tenant's
       Early Entry Period, Landlord and Tenant shall cooperate in good faith to
       ensure that Tenant's activities within the Premises continue without
       interruption, and in the event any such other activities cause or
       threaten to cause disharmony or interference, including labor disharmony,
       with respect to Tenant's activities within the Premises, Landlord will
       act promptly to assure that Tenant's work continues unimpeded.

3.3    DELAYED OCCUPANCY.

              (a)    If, due to Force Majeure, Landlord fails to tender
       possession of the Premises to Tenant on or before the Scheduled
       Commencement Date, Landlord will not be in default or liable in damages
       to Tenant, nor will the obligations of Tenant be affected, provided,
       however, that the Commencement Date will be extended automatically by one
       day for each day of the period after the Scheduled Commencement Date to
       the day on which Landlord tenders possession of the Premises to Tenant
       less any portion of that period attributable to Tenant's Delays as more
       particularly described in Exhibit B. Both Landlord and Tenant agree to
       cooperate with each other in good faith to meet the dates of performance
       specified on the Construction Schedule attached hereto as Exhibit B-2.
       The failure to meet the task dates specified in the Construction Schedule
       as a result of either party's inability to perform, cooperate or provide
       information or approvals necessary shall also be considered either a
       Tenant Delay or Landlord Delay (both as more particularly described in
       Exhibit B attached hereto), as applicable. If, for any reason, the date
       of Substantial Completion of the Tenant Leasehold Improvements (as more
       particularly described in Exhibit B attached hereto) occurs after the
       Scheduled Commencement Date and the aggregate number of days of delay
       beyond the Scheduled Commencement Date exceed the aggregate number of
       days attributable to Tenant Delay and Force Majeure, Landlord shall
       reimburse Tenant for such delay as follows:

              (i)    If the Commencement Date is delayed during the period
                     beginning September 1, 2001 through September 30, 2001,
                     then:

                     (A)    Landlord agrees to pay to Tenant on September 1,
                     2001, the amount by which (x) any holdover rent and
                     additional rent resulting from Tenant's continued occupancy
                     pursuant to its lease ("Existing Lease") at Lenox Towers,
                     3390 Peachtree Road, Atlanta, Georgia ("Existing Space")
                     for the month of September, 2001 exceeds (y) the fixed rent
                     and additional rent payable for Tenant's Existing Lease of
                     the Existing Space for the month of August, 2001.



                                       15
<PAGE>   21

                     (B)    Landlord shall be responsible for (1) any
                     consequential and indirect damages [which Tenant is
                     obligated to pay to the landlord of its Existing Space] and
                     any defense costs incurred by Tenant in defending any
                     action brought by the landlord under its Existing Lease
                     resulting from Tenant's failure to vacate the Existing
                     Space upon the expiration date of its Existing Lease, and
                     (2) any fixed rent, additional rent and relocation costs,
                     if any, for September, 2001 resulting from Tenant's
                     occupancy of space other than the Existing Space
                     ("Relocation Space") as a result of an actual or threatened
                     dispossessory action that are in excess of the fixed rent
                     and additional rent payable under Tenant's Existing Lease
                     for August, 2001, and (3) fixed rent and additional rent
                     payable under Tenant's Existing Lease for up to eighteen
                     (18) days following the Commencement Date to the extent not
                     paid pursuant to clause (A) above. Tenant hereby agrees to
                     mitigate its damages resulting from any such delay. In
                     addition to the foregoing, if Tenant is required to occupy
                     space other than the Existing Space as a result of an
                     actual or threatened dispossessory action, Tenant shall
                     notify Landlord and Landlord shall reasonably control the
                     terms and conditions under which Tenant selects,
                     negotiates, and moves to any such alternative space.

              (ii)   If the Commencement Date is delayed after September 30,
                     2001, then:

                     (A)    On October 1, 2001 and on the first (1st) day of
                     each calendar month thereafter until the Commencement Date
                     occurs, Landlord shall pay to Tenant the sum of Two Hundred
                     Fifty Thousand and No/100 Dollars ($250,000.00), not as a
                     penalty, but as liquidated damages for any costs incurred
                     by Tenant as a result of such delayed delivery of the
                     Premises after September 30, 2001 (it being agreed that
                     Tenant's actual damages would be difficult or impossible to
                     ascertain and that such sum or sums constitute a reasonable
                     pre-estimate of such damages). For example, if the
                     Commencement Date is delayed until November 10, 2001, such
                     liquidated damages would be $500,000 of which $250,000
                     would be payable on October 1, 2001 and $250,000 would be
                     payable on November 1, 2001.

                     (B)    In addition to the liquidated damages described in
                     (A) above, Landlord shall also be responsible for
                     consequential and indirect damages resulting from Tenant's
                     failure to vacate the Existing Space upon its Existing
                     Lease expiration date due to Landlord's failure to deliver
                     the Premises to Tenant on or prior to October 1, 2001
                     [which Tenant is obligated to pay the landlord of its
                     Existing Space and any reasonable defense costs incurred by
                     Tenant in defending any action brought by the landlord
                     under its Existing Lease resulting from Tenant's failure to
                     vacate the Existing Space upon the expiration date of its
                     Existing Lease].

              (b)    If Landlord does not tender possession of the full Premises
       to Tenant on or before the date six (6) months after the Scheduled
       Commencement Date (plus any period of delay caused by Force Majeure
       and/or Tenant's Delays as described in Exhibit B),



                                       16
<PAGE>   22

       Tenant will have the right to terminate the Lease by delivering notice of
       the termination to Landlord not more than thirty (30) days after the
       expiration of such six (6) month period. Upon a termination pursuant to
       the foregoing sentence, each party will, upon the other's request,
       execute and deliver an agreement in recordable form containing a release
       and surrender of all right, title and interest in and to the Lease;
       neither Landlord nor Tenant will have any further obligations to each
       other; and Landlord will refund to Tenant any sums paid to Landlord by
       Tenant in connection with the Lease, and will return to Tenant any letter
       of credit provided by Tenant to Landlord pursuant to this Lease. Such
       postponement of the commencement of the Term, termination and refund
       right, and, if applicable, payment of the other amounts described above,
       will be in full settlement of all claims that Tenant might otherwise have
       against Landlord by reason of Landlord's failure to tender the Premises
       by the Scheduled Commencement Date.

3.4    SURRENDER.

       Upon the expiration or other termination of the Term, Tenant will
       immediately vacate and surrender possession of the Premises in good
       order, repair and condition, except for ordinary wear and tear, damage
       due to casualty or condemnation and repairs required to be performed by
       Landlord or otherwise due to Landlord's failure to perform its
       obligations under this Lease. Upon the expiration or other termination of
       the Term, Tenant agrees to remove (a) all changes, additions and
       improvements to the Premises the removal of which Landlord requested or
       approved according to Section 9.1 at the time Landlord consented to their
       installation, and (b) all of Tenant's trade fixtures, office furniture,
       office equipment and other personal property other than Tenant's wiring
       and cabling. Tenant will pay Landlord on demand the cost of repairing any
       damage to the Premises or Building caused by the installation or removal
       of any such items. Any of Tenant's property that Tenant is obligated to
       remove but remains in the Premises will be conclusively deemed to have
       been abandoned by Tenant and may be appropriated, stored, sold, destroyed
       or otherwise disposed of by Landlord without notice or obligation to
       account to or compensate Tenant, and Tenant will pay Landlord on demand
       all reasonable costs actually incurred by Landlord relating to such
       abandoned property.

3.5    HOLDING OVER.

       Tenant understands that, except as herein expressly provided, it does not
       have the right to hold over at any time and Landlord may exercise any and
       all remedies at law or in equity to recover possession of the Premises,
       as well as any damages incurred by Landlord, due to Tenant's failure to
       vacate the Premises and deliver possession to Landlord as required by
       this Lease. Notwithstanding the foregoing, Tenant may hold over after the
       Expiration Date for a period of up to six (6) months ("Permitted Holdover
       Period") by providing Landlord with one hundred and eighty (180) days
       advance notice prior to the expiration of the Lease Term or any renewal
       thereof. During the Permitted Holdover Period Tenant shall pay a monthly
       Base Rent, payable in advance, equal to one hundred fifty percent (150%)
       of monthly Base Rent payable during the last year of the Term or any
       renewal thereof, and Tenant will be bound by all of the other terms,
       covenants and agreements of this Lease, including Additional Rental, as
       the same may apply to a month-to-month tenancy. Tenant may, upon forty
       (40) days advance notice to Landlord given at any time during the
       Permitted Holdover Period, terminate such Permitted Holdover Period as of
       the last day of



                                       17
<PAGE>   23

       a calendar month. If Tenant holds over after the Expiration Date without
       notice to Landlord or beyond the Permitted Holdover Period, Tenant will
       be deemed a tenant at sufferance, at a daily Base Rent, payable in
       advance, equal to 200% of the Base Rent and Additional Rent per day
       payable during the last year of the Term, and Tenant will be bound by all
       of the other terms, covenants and agreements of this Lease, as the same
       may apply to a tenancy at sufferance. No such hold over by Tenant shall
       operate to extend the Term of this Lease; no payments of money by Tenant
       to Landlord after the expiration or earlier termination of this Lease
       shall reinstate, continue or extend the Term of this Lease; and no
       extension of this Lease after the expiration or earlier termination
       thereof shall be valid unless and until the same shall be reduced to
       writing and signed by both Landlord and Tenant. In addition to the
       foregoing, if Tenant holds over after the Expiration Date without notice
       to Landlord or beyond the Holdover Period and Landlord elects to cause
       Tenant to be ejected from the Premises through judicial process and
       without in any way limiting Landlord's rights under herein, Tenant agrees
       that Landlord will not be required to deliver Tenant more than one (1)
       days' advance notice to vacate prior to Landlord's filing of
       dispossessory suit.

4.      RENT.

4.1    BASE RENT.

       Commencing on the Commencement Date and then throughout the Term, Tenant
       agrees to pay Landlord Base Rent according to the following provisions.
       Base Rent during each Lease Year (or portion of a Lease Year) will be
       payable in monthly installments in the amount specified for such Lease
       Year (or portion) in Section 1.1(i), in advance, on or before the first
       day of each and every month during the Term. However, if the Term
       commences on other than the first day of a month or ends on other than
       the last day of a month, Base Rent for such month will be prorated on a
       daily basis for the portion of such month falling within the Term and
       prior to the expiration or termination thereof.

4.2    ADDITIONAL RENT.

       Tenant agrees to pay Landlord, as Additional Rent, in the manner provided
       below:

              (a)    Determination of Additional Rent. The determination of
       Additional Rent for the Office Tower Premises and the Garden Space
       Premises will be made independently as follows:

                            (i)    With respect to the Office Tower Premises
                     only, for each Fiscal Year subsequent to the Base Year that
                     contains any part of the Term, Tenant shall pay an amount
                     as Additional Rent equal to the sum of (A) Tenant's Office
                     Tower Share of Expenses of the amount by which Expenses for
                     such Fiscal Year exceed Expenses for the Base Year
                     ("Additional Expenses"), plus (B) Tenant's Office Tower
                     Share of Taxes of the amount by which Office Tower Taxes
                     for such Fiscal Year exceed Office Tower Taxes for the Base
                     Tax Year ("Additional Taxes"); and

                            (ii)   With respect to the Garden Space Premises
                     only, for each Fiscal Year (including, without limitation,
                     the Base Year) that contains any part of the



                                       18
<PAGE>   24

                     Term, Tenant shall pay an amount as Additional Rent equal
                     to the sum of (A) Tenant's Garden Space Share of Expenses
                     of the total Expenses for such Fiscal Year, plus (B)
                     Tenant's Garden Space Share of Taxes of the total amount of
                     Taxes for such Fiscal Year.

              (b)    Estimated Payments. Prior to or as soon as practicable
       after the beginning of each Fiscal Year subsequent to the Base Year,
       Landlord will notify Tenant of Landlord's estimate of Tenant's Additional
       Rent for the ensuing Fiscal Year. On or before the first day of each
       month during the ensuing Fiscal Year, Tenant will pay to Landlord, in
       advance, 1/12 of such estimated amounts, provided that until such notice
       is given with respect to the ensuing Fiscal Year, Tenant will continue to
       pay on the basis of the prior Fiscal Year's estimate until the month
       after the month in which such notice is given. In the month Tenant first
       pays based on Landlord's new estimate, Tenant will pay to Landlord 1/12
       of the difference between the new estimate and the prior year's estimate
       for each month which has elapsed since the beginning of the current
       Fiscal Year. If at any time or times it appears to Landlord that Tenant's
       Additional Rent for the then-current Fiscal Year will vary from
       Landlord's estimate by more than 5%, Landlord may, by notice to Tenant,
       revise its estimate for such year and subsequent payments by Tenant for
       such year will be based upon the revised estimate.

              (c)    Annual Settlement. As soon as practicable after the close
       of each Fiscal Year, Landlord will deliver to Tenant its statement of
       Expenses and Taxes for such Fiscal Year, Tenant's Office Tower Share of
       Additional Expenses and Additional Taxes for such Fiscal Year and
       Tenant's Garden Space Share of the Expenses and Taxes for such Fiscal
       Year. If on the basis of such statement Tenant owes an amount that is
       less than the estimated payments previously made by Tenant for such
       Fiscal Year, Landlord will either refund such excess amount to Tenant or
       credit such excess amount against the next payment(s), if any, due from
       Tenant to Landlord provided that in no instance will there be any credit
       or refund respecting the Office Tower Premises only below the Base Year
       amount for Expenses and Taxes. If on the basis of such statement Tenant
       owes an amount that is more than the estimated payments previously made
       by Tenant for such Fiscal Year, Tenant will pay the deficiency to
       Landlord within 30 days after the delivery of such statement. If this
       Lease commences on a day other than the first day of a Fiscal Year or
       terminates on a day other than the last day of a Fiscal Year, Tenant's
       applicable Share of Additional Expenses, Additional Taxes or Expenses (as
       the case may be) applicable to the Fiscal Year in which such commencement
       or termination occurs will be prorated on the basis of the number of days
       within such Fiscal Year that are within the Term.

              (d)    Final Payment. Tenant's obligation to pay the Additional
       Rent and Landlord's obligation to refund or credit any overpayment of
       Additional Rent provided for in this Section 4.2 which is accrued but not
       paid for periods prior to the expiration or early termination of the Term
       will survive such expiration or early termination. Prior to or as soon as
       practicable after the expiration or early termination of the Term,
       Landlord shall submit an invoice to Tenant stating Landlord's estimate of
       the amount by which Tenant's Additional Rent obligation through the date
       of such expiration or early termination will exceed Tenant's estimated
       payments of Additional Rent for the Fiscal Year in which such



                                       19
<PAGE>   25

       expiration or termination has occurred or will occur. Tenant will pay the
       amount of any such excess to Landlord, or Landlord will refund any
       overpayment to Tenant, within forty-five (45) days after the date of
       Landlord's invoice, provided that in no instance will there be any refund
       respecting the Office Tower Premises only below the Base Year amount for
       Expenses and Taxes.

4.3    TERMS OF PAYMENT.

       All Base Rent, Additional Rent and other Rent will be paid to Landlord in
       lawful money of the United States of America, at Landlord's Billing
       Address or to such other person or at such other place as Landlord may
       from time to time designate in writing, without notice or demand and
       without right of deduction, abatement or setoff, except as otherwise
       expressly provided in this Lease.

4.4    LATE CHARGE; INTEREST ON LATE PAYMENTS.

       All amounts payable under this Lease by Tenant to Landlord or Landlord to
       Tenant, if not paid when due, will bear interest from the due date until
       paid at the lesser of the highest interest rate permitted by law or 5% in
       excess of the then-current Prime Rate. In addition to any interest owed,
       Tenant shall also pay a late charge of fifty ($50.00) dollars for
       processing late payments. Notwithstanding any provisions to the contrary
       in this Section 4.4, Landlord shall not charge Tenant a late fee or
       interest under this Section 4.4 with respect to the first two (2) late
       payments of monthly installments of Rent to be paid by Tenant under this
       Lease during any twelve (12) month period during the Lease Term, as it
       may be extended, but during the remainder of that twelve (12) month
       period, Landlord maintains its right to assess a late fee in accordance
       with the terms and provisions of this Section 4.4 with respect to any
       subsequent late payments of Rent to be paid by Tenant under this Lease.
       In addition to the foregoing, the Landlord may assess a late fee in
       accordance with the terms and provisions of this Section 4.4 with respect
       to any subsequent late payments of Rent in the event Landlord has
       previously given Tenant ten (10) notices that Tenant is late with respect
       to such payment obligations during the Term of the Lease.

4.5    RIGHT TO ACCEPT PAYMENTS.

       No receipt by Landlord of an amount less than Tenant's full amount due
       will be deemed to be other than payment "on account", nor will any
       endorsement or statement on any check or any accompanying letter effect
       or evidence an accord and satisfaction. Landlord may accept such check or
       payment without prejudice to Landlord's right to recover the balance or
       pursue any right of Landlord. Subject to Tenant's option of remaining in
       the Premises pursuant to the Holdover Period described in Section 3.5, no
       payments by Tenant to Landlord after the expiration or other termination
       of the Term, or after the giving of any notice (other than a demand for
       payment of money) by Landlord to Tenant, will reinstate, continue or
       extend the Term or make ineffective any notice given to Tenant prior to
       such payment. After notice or commencement of a suit, or after final
       judgment granting Landlord possession of the Premises, Landlord may
       receive and collect any sums of Rent due under this Lease, and such
       receipt will not void any notice or in any manner affect any pending suit
       or any judgment obtained.



                                       20
<PAGE>   26

4.6    TENANT'S AUDIT RIGHT

       Landlord shall maintain complete and accurate books and records detailing
       all Expenses and Taxes for not less than the preceding six (6) years.
       Landlord may keep the books and records at the Building or at Landlord's
       regional office in Atlanta, Georgia. Within ninety (90) days of Tenant's
       receipt of Landlord's annual statement and upon thirty (30) days notice,
       Tenant and/or its representatives (which shall not be compensated on a
       contingency fee basis for this audit) shall have the right, at Tenant's
       expense, to examine (but not to copy), and audit during normal business
       hours, Landlord's books and records pertaining to the Expenses for either
       or both of the two (2) preceding years to enable Tenant to verify the
       accuracy thereof. Landlord shall reasonably cooperate with Tenant in any
       such examination. Any information reviewed by Tenant and/or its
       representatives shall be kept confidential and may only be disclosed as
       set forth in Section 26.10. If Tenant in good faith contends an annual
       statement of Additional Rent indicates noncompliance with the provisions
       of this Lease or otherwise contains errors, Tenant shall notify Landlord
       in writing informing Landlord of the amount of the overpayment, and
       Landlord shall pay such amount within thirty (30) days with interest
       thereon at the rate specified in Section 4.4 above, unless Landlord in
       good faith contests such amount. If Landlord in good faith contests such
       amount, then either Landlord or Tenant shall have the right, upon notice
       to the other, to initiate the following dispute resolution procedure:
       Tenant and Landlord shall endeavor to reconcile such dispute within
       thirty (30) days after the notice from Tenant. If the parties are unable
       to resolve such dispute, they shall jointly select a third, independent
       party who shall make a final and binding decision within thirty (30) days
       after being selected. If the parties are unable to agree upon a third
       party arbitrator, such third party shall be selected in accordance with
       the rules of the American Arbitration Association as practiced in
       Atlanta, Georgia. The third party's fee shall be paid by the party
       against whom such decision is rendered. The cost of Tenant's review shall
       be borne by the Tenant, except that if it is determined that the Expenses
       reported by Landlord are in excess of one hundred five (105%) percent of
       the actual amount of Expenses and Taxes, then if (i) Landlord fails to
       dispute such finding, or (ii) Landlord agrees with such finding, or (iii)
       following a dispute of Tenant's audit by Landlord the dispute resolution
       establishes that Tenant was overcharged by more than 5% as set forth
       above, then Tenant's reasonable actual costs of said audit shall be
       payable by Landlord on demand. Any overpayment by Tenant shall be
       credited to Tenant and any undercharge shall be paid by Tenant as soon as
       reasonably possible. Except as hereinafter provided respecting a
       "Material Discrepancy", failure by Tenant to contest or dispute the
       allocation of Additional Rent within twenty-four (24) months of the date
       any annual statement for Additional Rent for a Fiscal Year is submitted
       to Tenant (a) is deemed a waiver of the applicable audit or dispute right
       and any right to contest the Additional Rent charges (undercharges or
       overcharges) for the applicable Lease years; (b) is deemed acceptance of
       the Additional Rent charges as submitted to and reviewed by Tenant; and
       (c) CONSTITUTES FULL RELEASE OF LANDLORD BY TENANT FOR ANY OVERCHARGES of
       Additional Rent more than two (2) years old. If a review by Tenant
       discloses a discrepancy in a line item of more than $15,000 for the
       Fiscal Year being reviewed (a "Material Discrepancy") and (i) Landlord
       fails to dispute such discrepancy, or (ii) Landlord agrees with such
       discrepancy, or (iii) following a dispute of Tenant's audit by Landlord
       the dispute resolution procedure described above confirms such a
       discrepancy, then Tenant shall have the right to review



                                       21
<PAGE>   27

       Landlord's records with respect to that line item for the five (5) Fiscal
       Years immediately prior to the Fiscal Year in which the Material
       Discrepancy occurred. The foregoing provisions shall survive termination
       or expiration of the Lease. Tenant shall not be entitled to conduct such
       an audit if Tenant is otherwise in Default under this Lease.

5.     CONDITION OF PREMISES.

5.1    ACCEPTANCE OF  PREMISES.

       Subject to any provision of this Lease concerning the making of Tenant
       Leasehold Improvements by Landlord in the Premises (if any), by taking
       possession of the Premises hereunder, Tenant accepts the Premises as
       being in good order, condition and repair, and otherwise as is, where is
       and with all faults, except with respect to punchlist items as provided
       in Section 5.2, latent defects (per the terms and conditions described in
       Exhibit B), matters that are within Landlord's maintenance and repair
       obligations under this Lease, and warranted matters as provided in
       Section 5.3. Except as may be expressly set forth in this Lease,
       including Exhibit B, Tenant acknowledges that neither Landlord, nor any
       employee, agent or contractor of Landlord has made any representation or
       warranty concerning the Land, Building, Common Areas or Premises, or the
       suitability of either for the conduct of Tenant's business. The Premises
       do not include any areas above the finished ceiling or below the finished
       floor covering installed in the Premises or any other areas not shown on
       Exhibit A as being part of the Premises.

5.2    COMPLETION OF PUNCHLIST. Landlord shall proceed as diligently as
       reasonably possible to complete or repair any "punchlist" defects listed
       in the punchlist prepared by Landlord's Representative and Tenant's
       Representative, but in any event such "punchlist" defects shall be
       completed within ninety (90) days after the date of Landlord's receipt
       thereof.

5.3    WARRANTIES. Landlord agrees, at Landlord's expense (and not as an
       Expense), to obtain and to use reasonable efforts to enforce for the
       benefit of Tenant, warranties from its contractors and consultants with
       respect to the construction of the Building, the Parking Facility, the
       Tenant Leasehold Improvements to the Premises and site improvements
       against defective workmanship and materials for the period of one (1)
       year from the Commencement Date. Thereafter, Landlord shall assign to
       Tenant, and Tenant shall have the benefit of, any and all guarantees of
       workmanship and materials which it may receive with respect to the Tenant
       Leasehold Improvements made to the Premises.

6.     USE AND OCCUPANCY.

6.1    USE.

              (a)    Tenant agrees to use and occupy the Premises only for the
       Use described in Section 1.1(f), or for such other purpose as Landlord
       expressly authorizes in writing, which authorization shall not be
       unreasonably withheld, conditioned or delayed.

              (b)    The use of the Premises permitted under Section 6.1(a)
       shall not include, and Tenant shall not use, or permit the use of, the
       Premises or any part thereof for: (i) the offices or business of a
       governmental or quasi-governmental bureau, department or agency, or (ii)
       conduct or maintenance of any gambling or gaming activities or any



                                       22
<PAGE>   28

       political activities or any club activities, or a school (other than
       training of Tenant's employees, customers or vendors in the ordinary
       course of Tenant's business) or employment or placement agency (other
       than for Tenant conducted in the ordinary course of Tenant's business).

6.2    COMPLIANCE.

              (a)    Tenant agrees to use the Premises in a safe, careful and
       proper manner, and to comply with all Laws applicable to Tenant's use and
       occupancy of the Premises. If, due to (i) the nature or manner of any use
       or occupancy of the Premises by Tenant other than the Use, or (ii) a
       Default by Tenant, Landlord is obligated to make any improvements or
       alterations to the Building, or change services provided to Tenant, in
       order to comply with applicable Laws, then Tenant will pay all costs of
       the required improvements, alterations or changes in services. Before
       making any such improvements and alterations or changes in services,
       however, Landlord will give notice of the necessity thereof, and Tenant
       shall not have any obligation with respect thereto if Tenant responds to
       such notice within ten (10) days after receipt thereof, indicating
       Tenant's intention to rectify the condition necessitating such action by
       Landlord, and thereafter Tenant diligently proceeds to rectify such
       condition diligently and in a manner reasonably satisfactory to Landlord.
       Tenant shall have the right to contest, without cost to Landlord, the
       validity or application of such Law required to be complied with by
       Tenant or Landlord and may postpone compliance therewith provided such
       contest does not subject Landlord to criminal prosecution for
       non-compliance therewith, and further provided Tenant promptly pays all
       fines, penalties and other costs (and interest thereon) imposed on
       Landlord as a result of such non-compliance.

              (b)    Landlord and Tenant agree that, during the Term, each will
       comply with all Laws governing, and all procedures established by
       Landlord for, the use, abatement, removal, storage, disposal or transport
       of any substances, chemicals or materials declared to be, or regulated
       as, hazardous or toxic under any applicable Laws ("Hazardous Substances")
       and any required or permitted alteration, repair, maintenance,
       restoration, removal or other work in or about the Premises, Building or
       Land that involves or affects any Hazardous Substances. Each party will
       indemnify and hold the other and the other's "Affiliates" (as defined in
       Section 13.1) harmless from and against any and all claims, costs and
       liabilities (including reasonable attorneys' fees) arising out of or in
       connection with any breach by such party of its covenants under this
       Section 6.2(b). The parties' obligations under this Section 6.2(b) will
       survive the expiration or early termination of the Term.

              (c)    The parties hereby agree that throughout the Term of this
       Lease, the Landlord shall be responsible for compliance with the
       Americans With Disabilities Act of 1990 and all regulations issued by the
       U.S. Attorney General or other authorized agencies under the authority of
       such Act ("ADA") in the Common Areas of the Building (including but not
       limited to elevators) and that Tenant shall be responsible for compliance
       with the ADA in the Premises. Tenant agrees that in the event it provides
       any plans or specifications for improvements, alterations or additions to
       the Premises pursuant to the terms and conditions of this Lease, Tenant
       shall be obligated to cause such plans to conform to all then applicable
       requirements of the ADA and shall otherwise cause them to be in
       accordance with the agreements contained in this Section 6.2(c) and
       Tenant shall notify Landlord of



                                       23
<PAGE>   29

       any particular requirements that Tenant may have to enable Landlord to
       meet its obligations under this Section 6.2(c). Landlord and Tenant
       covenant and agree to reimburse and indemnify each other for any expenses
       incurred by the indemnified party due to the indemnifying party's failure
       to conform to the requirements of the ADA as agreed to in this Section
       6.2(c), including, but not limited to, the cost of making any
       alterations, renovations or accommodations required by the ADA, or any
       governmental enforcement agency, or any court, any and all fines, civil
       penalties and damages awarded resulting from a violation of the ADA and
       all reasonable legal expenses incurred in defending such claims made
       under the ADA or in enforcing this indemnification, including, but not
       limited to, reasonable attorney's fees. Such indemnification shall
       survive the expiration or termination of this Lease.

6.3    OCCUPANCY.

       Tenant will not do or permit anything which obstructs or interferes with
       other tenants' rights or with Landlord's providing Building services, or
       which injures or annoys other tenants. Tenant will not cause, maintain or
       permit any nuisance in or about the Premises and will keep the Premises
       free of debris, and anything of a dangerous, noxious, toxic or offensive
       nature or which could create a fire hazard or undue vibration, heat or
       noise. If any item of equipment, building material or other property
       brought into the Building by Tenant or on Tenant's request causes a
       dangerous, noxious, toxic or offensive effect (including an environmental
       effect) and in Landlord's reasonable opinion such effect will not be
       permanent but will only be temporary and is able to be eliminated, then
       Tenant will not be required to remove such item, provided that Tenant
       promptly and diligently causes such effect to be eliminated, pays for all
       costs of elimination and indemnifies Landlord against all liabilities
       arising from such effect. Tenant will not make or permit any use of the
       Premises which may jeopardize any insurance coverage, increase the cost
       of insurance or require additional insurance coverage. If by reason of
       Tenant's failure to comply with the provisions of this Section 6.3, any
       insurance premiums are increased, then Landlord may require Tenant to
       immediately pay Landlord as Rent the amount of the increase in insurance
       premiums. Notwithstanding the foregoing, Landlord shall not so charge
       Tenant for any such increase in insurance premiums if Landlord has given
       Tenant notice thereof and the reason therefor and Tenant responds to such
       notice within ten (10) days after receipt thereof, indicating Tenant's
       intention to rectify the condition causing such increase and thereafter
       Tenant diligently proceeds to rectify such condition in a manner
       reasonably satisfactory to Landlord.

6.4    COMMON FACILITIES.

       Landlord reserves, for Landlord's exclusive use, any of the following
       (other than those installed for Tenant's exclusive use) that may be
       located in the Premises: janitor closets, stairways and stairwells; fan,
       mechanical, electrical, telephone and similar rooms; and elevator, pipe
       and other vertical shafts, flues and ducts. Notwithstanding the
       foregoing, Tenant shall have the right to use all of such areas,
       including the Building's stairwells for daily intra-office transit and
       the plenum within the Premises and Common Areas, as well as (subject to
       Section 6.5 herein) riser conduit within the Building, for Tenant's
       wiring and



                                       24
<PAGE>   30

       cabling and other facilities required for Tenant's operations in the
       Premises consistent with Tenant's Use thereof. With the exception of
       Tenant's right of access to the plenum within the Premises, Tenant's
       right to use all other areas of the Building and Common Areas for the
       foregoing purposes shall be subject to Landlord's consent, said consent
       not to be unreasonably withheld, conditioned or delayed.

6.5    SERVICE PROVIDERS.

       Tenant may use any reputable telecommunications, Internet, data
       transmission and other service providers as Tenant may select for the
       operation of Tenant's business in the Premises, and such service provider
       will be afforded access to the Land, the Building, the Building's risers
       and conduit and Tenant's Premises, at no cost to Tenant (either directly
       or indirectly by reason of a charge by Landlord to such service
       provider), subject in each instance to reasonable Rules and Regulations
       that Landlord may promulgate respecting licensed service providers. To
       the extent Tenant requires more riser capacity in the Office Tower than a
       percentage equal to "Tenant's Office Tower Share of Expenses" of the
       total riser capacity in the Office Tower, Tenant's access to and use of
       Building's risers, conduits and towers for such extraordinary capacity
       shall be subject to then current space availability as reasonably
       determined by Landlord. Tenant's service providers shall not be subject
       to fees for such access. Tenant, or Tenant's service providers, shall
       utilize existing risers and distribution systems in the Building, if
       available, which Landlord hereby agrees to maintain in a first class
       manner comparable with other similar first class (Class A) office
       buildings in the Buckhead, Atlanta, Georgia market area.

7.     SERVICES AND UTILITIES.

7.1    LANDLORD'S STANDARD SERVICES.

       During the Term, Landlord will operate and maintain the Building in
       compliance with all applicable Laws which are not the obligation of
       Tenant and according to those standards from time to time prevailing for
       office buildings of similar age, quality and type in the area in which
       the Building is located. Tenant hereby acknowledges that the services
       described herein shall be subject to occasional interruption as required
       for typical maintenance and repair. Landlord will provide the following
       services according to such standards, the costs of which will be included
       in Expenses to the extent provided in Section 1.3(f):

              (a)    repair, maintenance and replacement of all the exterior and
       structural elements of the Building, including the exterior windows, the
       Common Areas, and all general mechanical, plumbing and electrical systems
       installed in the Building, but excluding those portions of any
       mechanical, plumbing or electrical systems not constituting a part of the
       Base Building Improvements attached as Exhibit B-1 hereto and that
       exclusively serve the Premises, such as (by means of illustration only)
       supplemental heating, ventilation and air-conditioning ("HVAC") systems,
       kitchen plumbing and equipment, plumbing for private, supplemental
       restrooms installed by Tenant in the Premises, and wall plugs and
       switches within the Premises ("Exclusive Systems").

              (b)    heating, ventilating and air conditioning the Premises and
       Common Areas during Building Business Hours, at temperatures and in
       amounts as comply with the standards set



                                       25
<PAGE>   31

       forth in Exhibit B-1 hereto under normal business operations with
       "Customary Office Equipment" (as used in this Lease, "Customary Office
       Equipment" will include typewriters, calculators, dictation recorders,
       desk top personal computers, small reproduction machines and similar
       devices and equipment; but will not include data processing or heavy-duty
       computer or reproduction equipment) subject to compliance with all
       applicable voluntary and mandatory regulations and Laws. If Tenant
       requires heating, ventilating or air conditioning for the Premises
       outside Building Business Hours, Landlord will furnish the same for the
       hours specified in a request from Tenant (which request will be made at
       the time and in the manner reasonably designated by Landlord for such
       requests from time to time), and for this service Tenant will pay
       Landlord, within 10 days after the date of Landlord's invoice, the hourly
       rate of $35.00 per hour per floor (which rate may be increased from time
       to time to include actual cost increases to Landlord in providing such
       service);

              (c)    cold water for small kitchens, hot and cold water for
       restrooms and water for drinking fountains (excluding water for air
       conditioning units for exclusive use by Tenant);

              (d)    electricity for normal office use in the Premises in
       accordance with the standards set forth in Exhibit B-1 hereto;

              (e)    janitorial services to the Premises and Building Common
       Areas substantially according to the standards described on Exhibit E,
       exclusive of Holidays;

              (f)    passenger elevators for access to and from the floor(s) on
       which the Premises are located in accordance with the standards set forth
       in Exhibit B-1 hereto, during the hours from 8:00 a.m. to 6:00 p.m. on
       Monday through Friday, excluding Holidays, and 8:00 a.m. to 1:00 p.m. on
       Saturdays, excluding Holidays. At least one (1) passenger elevator in
       each elevator bank will be operative at all hours. Landlord shall provide
       "lock-out" capacity in all elevators serving the Premises, which capacity
       may be by key, code or card operation, as determined by Landlord,
       provided such system is reasonably compatible with Tenant's security
       system. Landlord will program at least one (1) passenger elevator serving
       the Premises to "park," when not answering an elevator call, at a floor
       on which the Premises are located as designated by Tenant;

              (g)    toilet facilities, including necessary washroom supplies
       sufficient for Tenant's normal use on each floor on which a portion of
       the Premises are located;

              (h)    electric lighting for all Common Areas that require
       electric light during the day or are open at night, including replacement
       of tubes and ballasts in lighting fixtures;

              (i)    freight elevator service during all hours. Tenant shall
       have the right to use the freight elevator and Building loading dock
       after reasonable notice to Landlord, without charge therefor, subject to
       other scheduling commitments theretofore made by Landlord with other
       users of the freight elevator and loading dock;



                                       26
<PAGE>   32

              (j)    replacement of tubes and ballasts in those Building
       standard lighting fixtures installed in the Premises;

              (k)    landscaping on the Land in a condition reasonably
       comparable with the landscaping maintained at other comparable first
       class (Class A) office buildings in the Buckhead, Atlanta, Georgia market
       area;

              (l)    window cleaning inside and out at least two (2) times per
       year;

              (m)    a building directory on which Tenant shall be permitted to
       list its name and the names of any subtenants, as well as Tenant's
       officers, departments and subsidiaries. Tenant shall be able to utilize
       not more than Tenant's Share of the listing spaces on the directory;

              (n)    security services for the Building, the Common Areas and
       the Parking Facility consisting of the following:

              (i)    Subject to compliance with applicable Laws, Landlord shall
                     install, at Landlord's sole cost, a security system (the
                     "Security System") consisting of a "card-key" access system
                     comparable to other first class office buildings in the
                     Buckhead, Atlanta, Georgia market area. Such Security
                     System must permit the use of the fire stairwells for
                     Tenant's daily intra-office transit, provided that any
                     security devices required by Tenant to control such access
                     shall be installed at Tenant's cost. Tenant may coordinate
                     its security system with Landlord's security system.

              (ii)   Landlord will make reasonable efforts, at no cost to
                     Landlord, to coordinate with Tenant during the planning
                     stage of the Building concerning the integration of
                     Landlord's and Tenant's security systems.

              (iii)  Landlord shall provide at least two (2) uniformed guards,
                     one of whom shall be stationed in the main entrance lobby
                     and the other of whom shall cruise the Building and the
                     on-site Parking Facility during the times that such
                     services are customarily and generally furnished in
                     comparable office buildings in the Buckhead, Atlanta,
                     Georgia market area. One (1) such guard shall, if
                     available, escort Tenant's employees to/from vehicles in
                     the on-site Parking Facility of the Building upon Tenant's
                     request. Notwithstanding the foregoing, and subject to
                     Tenant's consent, which shall not be unreasonably withheld,
                     conditioned or delayed, Landlord may reduce or discontinue
                     such guard service in response to industry standards or
                     advances in technology.

       Notwithstanding the foregoing, Tenant acknowledges that (x) Landlord and
       its agents, employees and contractors cannot guaranty the security of the
       Building, the Common Areas, or the Parking Facility and (y) Landlord
       shall not be liable to Tenant for the willful misconduct, gross
       negligence or negligence of other tenants



                                       27
<PAGE>   33

       or third parties including, without limitation, vandalism, theft,
       mysterious disappearances and damage to property or person.

              (o)    access to its Premises and the Parking Facility on a
       24-hour-per-day basis, although such access may be subject to the Rules
       and Regulations and Landlord's reasonable security measures; and

              (p)    Landlord agrees that at all times during the term of this
       Lease, as extended, the Premises shall have access to a condenser water
       loop system, which Landlord shall maintain in proper working condition.
       Subject to Landlord's reasonable requirements concerning capacity and use
       of the system, such system shall be available for Tenant to connect its
       supplemental heating, ventilating and air conditioning (HVAC) equipment
       thereto (if any) for use during all hours of Tenant's occupancy of the
       Premises. Tenant shall pay to Landlord a monthly usage charge (the "Usage
       Charge") for condenser water services provided by Landlord to the
       Premises at a cost per gallon of condenser water actually used by Tenant
       at the Premises. The Usage Charge shall reimburse Landlord for its actual
       cost of providing such service (exclusive of amortization or depreciation
       costs as long as Tenant's supplemental HVAC system is not providing
       cooling to a portion of the Office Tower Premises greater than ten
       percent (10%) of Tenant's Office Tower Premises or to the Garden Space
       Premises greater than ten percent (10%) of Tenant's Garden Space
       Premises) and shall not charge Tenant for such service in excess of
       customary charges to tenants in the Building or other office buildings in
       the Buckhead, Atlanta, Georgia market area.

7.2    SEPARATE UTILITY SERVICES.

       In addition to the standard services provided according to Section 7.1,
       Landlord will furnish the following "Separate Utilities" to the extent
       they are currently available within the Premises using existing Building
       equipment: electricity for Tenant's use in the Premises in excess of that
       set forth in Section 7.1 (d) above so long as such use shall not exceed a
       total connected load of eight (8) watts per rentable square foot in the
       Premises exclusive of Building standard lighting and HVAC. Tenant will
       pay separately for the costs of all Separate Utilities consumed within
       the Premises (and such costs will not be included in Expenses). Except
       when Tenant pays the utility company directly, Tenant will pay Landlord
       for the costs of Separate Utilities consumed within the Premises as
       provided in this Section 7.2. Landlord will invoice Tenant from time to
       time for such costs, which will be deemed Rent under this Lease, and
       Tenant will pay the same within thirty (30) days after the date of
       Landlord's invoice. For the costs of all Separate Utilities so payable by
       Tenant to Landlord, Landlord will charge Tenant by metering at Landlord's
       actual average cost as charged by the applicable utility service provider
       to Landlord for the subject billing period. For purposes of this Section
       7.2, from time to time during the Term Landlord may enter the Premises to
       install, maintain, replace or read meters for Separate Utilities.

7.3    ADDITIONAL SERVICES.

              (a)    If Tenant requires electric current, water or any other
       energy in excess of the amounts provided by Landlord according to
       Sections 7.1 and 7.2, such excess electric, water or other energy
       requirements will be supplied only with Landlord's consent, which



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<PAGE>   34

       consent will not be unreasonably withheld, conditioned or delayed. If
       Landlord grants such consent, Tenant will pay all costs of meter service
       and installation of facilities or professional services necessary to
       measure and/or furnish the required excess capacity. Tenant will also pay
       the entire cost of such additional electricity, water or other energy so
       required at Landlord's actual average cost as charged to Landlord by the
       applicable utility service provider for the subject billing period.

              (b)    If Tenant installs any machines, equipment or devices in
       the Premises that do not constitute Customary Office Equipment and such
       machines, equipment or devices cause the temperature in any part of the
       Premises to exceed the temperature the Building's mechanical system would
       be able to maintain in the Premises were it not for such machines,
       equipment or devices, then Landlord reserves the right to, after giving
       Tenant not less than ten (10) days advance notice, to install
       supplementary air conditioning units in the Premises, unless Tenant
       responds to such notice within ten (10) days after receipt thereof,
       indicating Tenant's intention to rectify the condition necessitating such
       action by Landlord and thereafter Tenant diligently proceeds to rectify
       such condition in a manner reasonably satisfactory to Landlord. Tenant
       will pay Landlord all costs of installing, operating and maintaining such
       supplementary units and throughout the Term will provide preventative
       maintenance on such supplementary units through continuing contracts with
       a reputable company and provide to Landlord evidence of said contracts
       and said maintenance.

              (c)    If Tenant requires any janitorial or cleaning services in
       excess of the amounts provided by Landlord according to section 7.1 (such
       as cleaning services beyond normal office janitorial services for areas
       such as kitchens, computer rooms, medical or dental examination rooms or
       other special use areas), Landlord will provide such excess services to
       Tenant within a reasonable period after Tenant's request made to
       Landlord's Building manager ("Property Manager"), provided that such
       excess services are available from Landlord's regular janitorial or
       cleaning contractor. Tenant will pay the cost of such excess services at
       prevailing rates actually charged to Landlord for Landlord's own account.
       Landlord will also provide, within a reasonable period after Tenant's
       request made to the Property Manager, at Tenant's cost and to the extent
       available to Landlord, replacement of bulbs, tubes or ballasts in any
       non-Building standard lighting fixtures in the Premises.

              (d)    Tenant will pay as Rent, within thirty (30) days after the
       date of Landlord's invoice, all costs which may become payable by Tenant
       to Landlord under this Section 7.3.

7.4    INTERRUPTION OF SERVICES.

       If any of the services provided for in this Section 7 are interrupted or
       stopped, Landlord will use due diligence to resume the service; provided,
       however, no irregularity or stoppage of any of these services not
       attributable to the negligence or willful misconduct of Landlord or its
       agents, employees or contractors, or to any breach of this Lease by
       Landlord, will create any liability for Landlord (including, without
       limitation, any liability for damages to Tenant's personal property
       caused by any such irregularity or stoppage), constitute an actual or
       constructive eviction or, except as expressly provided below, cause any
       abatement of the Rent payable under this Lease or in any manner or for
       any purpose



                                       29
<PAGE>   35

       relieve Tenant from any of its obligations under this Lease. If, due to
       reasons other than Force Majeure or Tenant's negligence, any of the
       services required to be provided by Landlord under this Section 7 should
       become unavailable and should remain unavailable for a period in excess
       of 60 hours after notice of such unavailability from Tenant to Landlord,
       and if such unavailability should render all or any portion of the
       Premises either substantially unusable or materially substandard for the
       normal conduct of Tenant's business ("Untenantable"), then commencing
       upon the expiration of such 60-hour period, Tenant's Rent will equitably
       abate in proportion to the portion of the Premises so rendered
       Untenantable for so long as such services remain unavailable. Without
       limiting those reasons for an irregularity or stoppage of services that
       may be beyond Landlord's control, any such irregularity or stoppage that
       does not exceed 90 hours and that is required in order to comply with any
       Laws will be deemed caused by Force Majeure.

8.     REPAIRS.

8.1    REPAIRS WITHIN THE PREMISES.

       Subject to the terms of Sections 6, 7.1(a), 12 and 14, and except to the
       extent Landlord is required or elects to perform or pay for certain
       maintenance or repairs according to those sections, Tenant will, at
       Tenant's own expense: (a) at all times during the Term, maintain the
       Premises, all fixtures and equipment in the Premises and those portions
       of any plumbing or electrical systems that exclusively serve the Premises
       (excluding the Building core restrooms, mechanical rooms, electrical
       closets, common area telephone closets, janitorial closets and other
       service areas) in good order and repair and in a condition that complies
       with all applicable Laws; and (b) promptly and adequately repair all
       damage to the Premises and replace or repair all of such fixtures,
       equipment and portions of the plumbing or electrical systems exclusively
       serving the Premises (other than those described in clause (a) above)
       that are damaged or broken, all under the supervision and subject to the
       prior reasonable approval of Landlord. All work done by Tenant or its
       contractors (which contractors will be subject to Landlord's reasonable
       approval, which shall not be unreasonably withheld, conditioned or
       delayed) will be done in a first-class workmanlike manner using only
       grades of materials at least equal in quality to Building standard
       materials and will comply with all insurance requirements and all
       applicable Laws.

8.2    FAILURE TO MAINTAIN PREMISES.

       If Tenant fails to perform any of its obligations under Section 8.1, and
       Tenant fails to cure such nonperformance within the cure period set forth
       in Section 20.1(b) after notice from Landlord, then Landlord may perform
       such obligations and Tenant will pay as Rent to Landlord the reasonable
       cost of such performance actually incurred, including an amount
       sufficient to reimburse Landlord for overhead and supervision, within
       thirty (30) days after the date of Landlord's invoice. For purpose of
       performing such obligations, or to inspect the Premises, Landlord may
       enter the Premises upon not less than one (1) day's prior notice to
       Tenant (except in cases of actual or suspected emergency, in which case
       oral notice will suffice or no prior notice will be required if any kind
       of notice is not possible under the circumstances) without liability to
       Tenant for any loss or damage incurred as a result of



                                       30
<PAGE>   36

       such entry, provided that Landlord will take reasonable steps in
       connection with such entry to minimize any disruption to Tenant's
       business or its use of the Premises.

8.3    NOTICE OF DAMAGE.

       Tenant will notify Landlord promptly after Tenant learns of (a) any fire
       or other casualty in the Premises; or (b) any damage to or defect in the
       Premises, including the fixtures and equipment in the Premises, the
       repair of which might be Landlord's responsibility under this Lease.

9.     ALTERATIONS.

9.1    ALTERATIONS BY TENANT.

       Tenant may from time to time at its own expense make changes, additions
       and improvements to the Premises (individually or collectively referred
       to as "Alterations") to better adapt the same to its business, provided
       that any such Alterations (a) will comply with all applicable Laws; (b)
       will be made only with the prior written consent of Landlord, which
       consent will not be unreasonably withheld, conditioned or delayed; (c)
       will equal or exceed Building standard; (d) will be carried out only by
       persons selected by Tenant and approved in writing by Landlord (which
       approval will not be unreasonably withheld, conditioned or delayed); (e)
       do not exceed or materially affect the capacity, maintenance, operating
       cost or integrity of the Building's structure or any of its heating,
       ventilating, air conditioning, plumbing, mechanical, electrical,
       communications or other systems; and (f) does not alter the exterior of
       the Building in any way. Notwithstanding the foregoing, Tenant shall have
       the right to make interior, cosmetic alterations to the Premises and
       other minor, nonstructural, interior alterations having a cost of less
       than $25,000 with respect to such alteration or group of related
       alterations ("Minor Alterations") for its own benefit, and not for the
       benefit of Landlord, upon notice to Landlord but without first obtaining
       Landlord's consent provided such alterations do not modify in any respect
       or otherwise materially affect the Building systems and are otherwise
       performed in accordance with the terms of this Lease. Tenant will
       maintain, or will cause the persons performing any such work to maintain,
       worker's compensation insurance and public liability and property damage
       insurance (with Landlord named as an additional insured), in amounts,
       with companies and in a form reasonably satisfactory to Landlord, which
       insurance will remain in effect during the entire period in which the
       work will be carried out. If requested by Landlord, Tenant will deliver
       to Landlord proof of all such insurance. Tenant will promptly pay, when
       due, the cost of all such work and, upon completion, Tenant will deliver
       to Landlord, to the extent not previously received by Landlord, evidence
       of payment, contractors' affidavits and full and final waivers of all
       liens for labor, services or materials. Except as provided in the
       immediately following sentence, Tenant will pay to Landlord the
       Construction Administration Fee on all Alterations. Notwithstanding the
       foregoing, the Construction Administration Fee shall not apply with
       respect to the original Tenant Leasehold Improvements to the Premises or
       to any Minor Alterations unless such Minor Alterations require a building
       permit. Tenant shall pay to Landlord the cost of any modifications to the
       Building outside the Premises that are required to be made in order to
       make the Alterations to the Premises, provided such cost is disclosed to
       Tenant at the time of Landlord's approval of such Alterations.
       Notwithstanding the foregoing, Landlord shall



                                       31
<PAGE>   37

       reserve the right to adjust the cost disclosed to Tenant in the event
       such cost is increased as a result of a concealed condition or
       unanticipated event, the presence or likelihood of which Landlord could
       not have reasonably discovered or anticipated at the time of Tenant's
       request. Tenant, at its expense, will have promptly prepared and
       submitted to Landlord reproducible as-built CAD plans of any such change,
       addition or improvement requiring a building permit upon its completion.
       All changes, additions and improvements to the Premises, whether
       temporary or permanent in character, made or paid for by Landlord or
       Tenant will, without compensation to Tenant, become Landlord's property
       upon installation. If at the time Landlord consents to their
       installation, Landlord requests or approves the removal by Tenant of any
       such Alterations upon termination of this Lease, Tenant will remove the
       same upon termination of this Lease as provided in Section 3.4. Landlord
       agrees that it will not require such removal unless the Alteration shall
       make the cost of renovating the Premises for office use following the
       expiration or termination of this Lease materially more expensive than if
       such Alteration had not been made. By way of illustration and not
       limitation, the installation of raised flooring for a computer room,
       interconnecting stairwell, additional toilet rooms, non-Building Standard
       ceilings or healthclub would constitute an Alteration that would make the
       cost of renovating the Premises following expiration or termination of
       this Lease materially more expensive, but partitioning, special entry
       lobby features such as a plaster or sheetrock ceiling (provided ceiling
       height is maintained at nine (9) feet), special lighting or special
       partition finishes or surfaces (such as glass block) would not. All other
       Alterations will remain Landlord's property upon termination of this
       Lease and will be relinquished to Landlord in good condition, ordinary
       wear and tear excepted.

9.2    ALTERATIONS AND ENTRY BY LANDLORD.

       Landlord may from time to time make repairs, changes, additions and
       improvements to the Building, Common Areas and those Building systems
       necessary to provide the services described in Section 7, and for such
       purposes Landlord may enter the Premises upon not less than 3 days' prior
       notice to Tenant (except in cases of actual or suspected emergency, in
       which case no prior notice will be required) without liability to Tenant
       for any loss or damage incurred as a result of such entry, provided that
       in doing so Landlord will not disturb or interfere with Tenant's use of
       the Premises and operation of its business any more than is reasonably
       necessary in the circumstances and will repair any damage to the Premises
       caused by such entry. Landlord shall use reasonable efforts to avoid
       interfering with Tenant's business operations, including, if necessary,
       performing any such work during times other than Tenant's normal business
       hours. No permanent change, addition or improvement made by Landlord will
       materially impair access to the Premises or the use thereof by Tenant. In
       addition, Landlord and its agents, employees and contractors, after
       reasonable advance notice, shall have the right to enter the Premises
       during Tenant's normal business hours, without undue interference with
       the conduct of Tenant's business therein, to inspect and examine the
       Premises and to exhibit the Premises to prospective purchasers or tenants
       (but, as to prospective tenants, only during the last twelve months of
       the Term).




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<PAGE>   38

10.    LIENS.

       Subject to Landlord's payment to Tenant of the Allowance payable pursuant
       to Exhibit B, Tenant agrees to pay before delinquency all costs for work,
       services or materials furnished to Tenant (other than by Landlord) for
       the Premises, the nonpayment of which could result in any lien against
       the Land or Building. As long as any such Allowance has been paid
       pursuant to Exhibit B, Tenant will keep title to the Land and Building
       free and clear of any such lien. Tenant will immediately notify Landlord
       of the filing of any such lien or any pending claims or proceedings
       relating to any such lien of which Tenant has knowledge, and as long as
       any such Allowance has been paid in accordance with Exhibit B, will
       indemnify and hold Landlord harmless from and against all loss, damages
       and expenses (including reasonable attorneys' fees) suffered or incurred
       by Landlord as a result of such lien, claims and proceedings. In case any
       such lien attaches, Tenant agrees to cause it to be immediately released
       and removed of record (failing which Landlord may do so at Tenant's sole
       expense), unless Tenant has a good faith dispute as to such lien in which
       case Tenant may deposit a lien transfer bond (if applicable) drawn on a
       bondsman acceptable to Landlord or deposit with Landlord a bond or other
       security in an amount reasonably acceptable to Landlord which may be used
       by Landlord to release such lien. Notwithstanding anything herein to the
       contrary, the foregoing condition precedent of Landlord's payment of the
       Allowance shall only apply with respect to liens placed in connection
       with the initial Improvements for which Landlord is providing the
       Allowance and shall not apply with respect to any other work, services or
       materials supplied to Tenant.

11.    INSURANCE.

11.1   LANDLORD'S INSURANCE.

       During the Term, Landlord will provide and keep in force the following
       insurance:

              (a)    commercial general liability insurance relating to
       Landlord's operation of the Building, for personal and bodily injury and
       death, and damage to others' property; and

              (b)    all risk or fire insurance (including standard extended
       coverage endorsement perils, leakage from fire protective devices and
       other water damage) relating to the Land and Building (but excluding
       Tenant's fixtures, furnishings, equipment, personal property, documents,
       files, inventory, stock-in-trade and work products, but including all
       leasehold improvements in the Premises); and

              (c)    loss of rental income insurance or loss of insurable gross
       profits commonly insured against by prudent landlords; and

              (d)    such other insurance (including boiler and machinery
       insurance) as Landlord reasonably elects to obtain or any Building
       mortgagee requires.

       Insurance effected by Landlord under this Section 11.1 will be in amounts
       which Landlord from time to time reasonably determines sufficient or any
       Building mortgagee requires; will be subject to such deductibles and
       exclusions as Landlord reasonably determines; will,



                                       33
<PAGE>   39

       in the case of insurance under Sections 11.1 (b), (c) and (d), permit the
       release of Tenant from certain liability under Section 13.1 (as long as
       such permission may be obtained without material additional cost and
       without rendering void the protection afforded by the policy); and will
       otherwise be on such terms and conditions as Landlord from time to time
       reasonably determines sufficient. Tenant acknowledges that Landlord's
       loss of rental income insurance policy provides that payments by the
       insurer may be limited to a period of one year following the date of any
       damage or destruction and that no insurance proceeds will be payable in
       the case of damage or destruction caused by an occurrence not included in
       the policies described in Sections 11.1(b), (c) and (d).

11.2   TENANT'S INSURANCE.

       During the term, Tenant will provide and keep in force the following
       insurance:

              (a)    commercial general liability insurance relating to Tenant's
       business (carried on, in or from the Premises) and Tenant's use and
       occupancy, for personal and bodily injury and death, and damage to
       others' property, with limits of not less than the Liability Insurance
       Amount for any one accident or occurrence; and

              (b)    all risk or fire insurance (including standard extended
       endorsement perils, leakage from fire protective devices and other water
       damage) relating to Tenant's fixtures, furnishings, equipment, documents,
       files, work products, inventory and stock-in-trade on a full replacement
       cost basis in amounts sufficient to prevent Tenant from becoming a
       co-insurer and subject only to such deductibles and exclusions as Tenant
       may reasonably determine; and

              (c)    if any boiler or machinery is operated in the Premises,
       boiler and machinery insurance.

       Landlord and the holder of any Encumbrance of which Landlord has given
       Tenant notice will be named as an additional insureds in the policy
       described in Section 11.2(a), which will include cross liability and
       severability of interests clauses and will be on an "occurrence" (and not
       a "claims made") form. Landlord and the holder of any Encumbrance will be
       named as a loss payee, as its interest may appear, in the policies
       described in Section 11.2(c), and such policies will permit the release
       of Landlord and the holder of any Encumbrance from certain liability
       under Section 13.2 (as long as such permission may be obtained without
       material additional cost and without rendering void the protection
       afforded by the policy). Tenant will file with Landlord, on or before the
       Commencement Date and at least 10 days before the expiration date of
       expiring policies, such copies of either current policies, an insurance
       binder, Evidence of Insurance (in form Accord 27), a binding certificate
       or other proofs, as may be reasonably required to establish Tenant's
       insurance coverage in effect from time to time and payment of premiums.
       If Tenant fails to insure or pay premiums, or to file satisfactory proof
       as required, Landlord may, upon a minimum of fifteen (15) days notice
       (which notice expressly recites Landlord's cure rights in this sentence),
       obtain such insurance and recover from Tenant on demand any premiums
       paid.



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12.    DAMAGE OR DESTRUCTION.

12.1   TERMINATION OPTIONS.

       If the Premises or the Building is damaged by fire or other casualty
       Landlord will, promptly after learning of such damage, notify Tenant in
       writing within thirty (30) days after the date of the damage of the time
       necessary to repair or restore such damage, as estimated by Landlord's
       architect, engineer or contractor. If such estimate states that repair or
       restoration of all of such damage that was caused to the Premises or to
       any other portion of the Building necessary for Tenant's occupancy in
       accordance with similar quality and standards as the specifications
       attached hereto as Exhibits B and B-1 and the requirements of this Lease
       cannot be completed within one hundred eighty (180) days from the date of
       such damage (or within sixty (60) days from the date of such damage if
       such damage occurred within the last twelve (12) months of the Term),
       then Tenant will have the option to terminate this Lease. If such
       estimate states that repair or restoration of all such damage that was
       caused to the Building cannot be completed within one hundred eighty
       (180) days from the date of such damage, or if such damage occurred
       within the last twelve (12) months of the Term and such estimate states
       that repair or restoration of all such damage that was caused to the
       Premises or to any other portion of the Building necessary for Tenant's
       occupancy cannot be completed within sixty (60) days from the date of
       such damage, or if such damage is not insured against by the insurance
       policies required to be maintained by Landlord according to Section 11.1,
       then Landlord will have the option to terminate this Lease. Any option to
       terminate granted above must be exercised by written notice to the other
       party given within thirty (30) days after Landlord delivers to Tenant the
       notice of estimated repair time. If either party exercises its option to
       terminate this Lease, the Term will expire and this Lease will terminate
       ten (10) days after notice of termination is delivered; provided,
       however, that Rent for the period commencing on the date of such damage
       until the date this Lease terminates will fully abate with respect to
       such portions of the Premises that are Untentantable as a result of such
       damage. Landlord will be entitled to all proceeds of the insurance policy
       applicable to any damaged leasehold improvements in the Premises.

12.2   REPAIR OBLIGATIONS.

       If the Premises or the Building are damaged by fire or other casualty and
       neither party terminates this Lease according to Section 12.1, then
       Landlord will repair and restore all of such damage with reasonable
       promptness, subject to delays for insurance adjustments and delays caused
       by matters beyond Landlord's control. Landlord will have no liability to
       Tenant and Tenant will not be entitled to terminate this Lease if such
       repairs and restoration are not in fact completed within the estimated
       time period, provided that Landlord's estimate was made in good faith and
       Landlord promptly commences and diligently pursues such repairs and
       restoration to completion, and in any case such repairs are completed
       within sixty (60) days after that date stated in good faith as the
       estimated completion date pursuant to Section 12.1 above, as such date
       may be extended for insurance adjustments and delays caused by matters
       beyond Landlord's control. If not completed by such date, Tenant may
       terminate the lease by written notice to Landlord delivered no later than
       the sixty fifth (65th) day after that date stated as the estimated
       completion date pursuant to Section 12.1 above. In no event will Landlord
       be obligated



                                       35
<PAGE>   41

       to repair, restore or replace any of the property required to be insured
       by Tenant according to Section 11.2. In no event shall Rent resume with
       respect to the Premises prior to the date stated as the estimated
       completion date pursuant to Section 12.1 above, as such date may be
       extended for insurance adjustments and delays caused by Force Majeure.

12.3   RENT ABATEMENT.

       If any fire or casualty damage renders the Premises Untenantable and if
       this Lease is not terminated according to Section 12.1, then Rent will
       abate beginning on the date of such damage. Subject to the last sentence
       of Section 12.2, such abatement will end on the date Landlord has
       substantially completed the repairs and restoration Landlord is required
       to perform according to Section 12.2 and a certificate of occupancy has
       been issued for the Premises as fully restored. Such abatement will be in
       an amount bearing the same ratio to the total amount of Rent for such
       period as the Untenantable portion of the Premises bears to the entire
       Premises. Any portion of the Premises not damaged but unusable by Tenant
       for its business operations, provided it would be unreasonable to expect
       Tenant to perform its business operations in that portion of the
       undamaged Premises as a result of such damage, shall be deemed
       Untenantable. In no event other than Landlord's gross negligence or
       willful misconduct will Landlord be liable for any inconvenience or
       annoyance to Tenant or injury to the business of Tenant resulting in any
       way from damage caused by fire or other casualty or the repair of such
       damage, provided however that, to the extent Tenant remains in possession
       of a portion of the Premises, Landlord will take all reasonable steps to
       minimize the disruption to Tenant's business and use of such portion of
       the Premises during the period of repair.

13.    WAIVERS AND INDEMNITIES.

13.1   LANDLORD'S WAIVERS.

       As used in this Section 13, a party's "Affiliates" includes that party's
       and its Affiliates' partners, ventures, directors, officers,
       shareholders, agents, servants and employees. Tenant and its Affiliates
       will not be liable or in any way responsible to Landlord for, and
       Landlord waives all claims against Tenant and its Affiliates for, any
       loss, injury or damage that is insured or required to be insured by
       Landlord under Sections 11.1(b), (c) or (d), regardless of whether or not
       the proceeds from any such insurance are adequate to compensate Landlord
       fully for any such loss, injury or damage. Landlord's waivers under this
       Section 13.1 will survive the expiration or early termination of the
       Term.

13.2   TENANT'S WAIVERS.

       Except to the extent caused by the willful or negligent act or omission
       or breach of this Lease by Landlord or Landlord's agents, employees or
       contractors or anyone for whom Landlord is legally responsible, Landlord,
       its Affiliates and the holder of any Encumbrance will not be liable or in
       any way responsible for, and Tenant waives all claims against Landlord,
       its Affiliates and the holder of any Encumbrance for any loss, injury or
       damage suffered by Tenant relating to (a) loss or theft of, or damage to,
       property of Tenant; (b) injury or damage to persons or property resulting
       from fire, explosion, falling plaster, escaping steam or gas,
       electricity, water, rain or snow, or leaks from any part of the Building
       or from any pipes, appliances or plumbing, or from dampness; or (c)
       damage



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<PAGE>   42

       caused by other tenants, occupants or persons in the Premises or other
       premises in the Building, or caused by the public or by construction of
       any private or public work. Landlord, its Affiliates and the holder of
       any Encumbrance will not be liable or in any way responsible to Tenant
       for, and Tenant waives all claims against Landlord, its Affiliates and
       the holder of any Encumbrance for, any loss, injury or damage that is
       insured or required to be insured by Tenant under Sections 11.2(b) or
       (c), regardless of whether or not the proceeds of any such insurance are
       adequate to compensate Tenant fully for any such loss, injury or damage.
       Tenant's waivers under this Section 13.2 will survive the expiration or
       early termination of the Term.

13.3   LANDLORD'S INDEMNITY.

       Subject to Sections 7.4 and 13.2 and except to the extent caused by the
       willful or negligent act or omission or breach of this Lease by Tenant,
       its agents, employees or contractors, or anyone for whom Tenant is
       legally responsible, Landlord will indemnify and hold Tenant harmless
       from and against any and all liability, loss, claims, demand, damages or
       expense (including reasonable attorneys' fees) due to or arising out of
       any willful or negligent act or omission or breach of this Lease by
       Landlord or anyone for whom Landlord is legally responsible. Landlord's
       obligations under this Section 13.3 will survive the expiration or early
       termination of the Term.

13.4   TENANT'S INDEMNITY.

       Subject to Section 13.1 and except to the extent caused by the willful or
       negligent act or omission or breach of this Lease by Landlord, its
       agents, employees or contractors, or anyone for whom Landlord is legally
       responsible, Tenant will indemnify and hold Landlord and the holder of
       any Encumbrance harmless from and against any and all liability, loss,
       claims, demands, damages or expenses (including reasonable attorneys'
       fees) due to or arising out of any willful or negligent act or omission
       of or breach of this Lease by Tenant or anyone for whom Tenant is legally
       responsible. Tenant's obligations under this Section 13.4 will survive
       the expiration or early termination of the Term.

14.    CONDEMNATION.

14.1   FULL TAKING.

       If all or substantially all of the Building, the Parking Facility or
       either the Office Tower Premises or the Garden Space Premises is
       permanently taken for any public or quasi-public use under any applicable
       Laws or by right of eminent domain, or are sold to the condemning
       authority in lieu of condemnation, then this Lease will terminate as of
       the date the earlier of when the condemning authority takes physical
       possession of or title to the Building or Premises. For purposes of this
       Lease, a taking shall be deemed permanent if it is for a period in excess
       of three hundred sixty-five (365) days.

14.2   PARTIAL TAKING.

              (a)    Landlord's Termination of Lease. If less than substantially
       all of the Building, the Parking Facility or either the Office Tower
       Premises or the Garden Space Premises is thus taken or sold, and if after
       such partial taking, in Landlord's reasonable judgment, alteration or
       reconstruction cannot be completed within one hundred eighty (180) days
       after the date



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<PAGE>   43

       of dispossession, then Landlord (whether or not the Premises are
       affected) may terminate this Lease by giving written notice to Tenant
       within 60 days after the taking; provided, however, that Landlord may
       terminate this Lease only if Landlord so terminates all other leases of
       space that are similarly affected by such partial taking in the Building.

              (b)    Tenant's Termination. If over twenty percent (20%) of the
       Premises is thus taken or sold and Landlord is unable to provide Tenant
       with comparable replacement premises in the Building, Tenant may
       terminate this Lease. Such termination by Tenant must be exercised by
       written notice to Landlord given not later than sixty (60) days after
       Tenant is notified of the taking of the Premises.

              (c)    Effective Date of Termination. Termination by Landlord or
       Tenant will be effective as of the date when physical possession of the
       applicable portion of the Building or Premises is taken by condemning
       authority.

              (d)    Election to Continue Lease. If neither Landlord nor Tenant
       elects to terminate this Lease upon a partial taking of a portion of the
       Premises, the Rent payable under this Lease will be equitably reduced to
       reflect the loss of space or facilities so taken or sold. If this Lease
       is not terminated upon a partial taking of the Building or Premises,
       Landlord will, at Landlord's sole expense, promptly restore and
       reconstruct the Building and Premises to substantially their former
       condition to the extent the same is feasible. However, Landlord will not
       be required to spend for such restoration or reconstruction an amount in
       excess of the net amount received by Landlord as compensation or damages
       for the part of the Building or Premises so taken.

14.3   AWARDS.

       As between the parties to this Lease, Landlord will be entitled to
       receive, and Tenant assigns to Landlord, all of the compensation awarded
       upon a permanent taking of any part or all of the Building or Premises,
       including any award for the value of the unexpired Term; except, however,
       that Tenant shall be entitled to such portion of the award as is
       attributable to any damages resulting from the taking of Tenant's trade
       fixtures or personal property, or for moving expenses, business
       relocation expenses or damages to Tenant's business incurred as a result
       of such condemnation.

14.4   TEMPORARY TAKING.

       If during the Lease Term the use or occupancy of any part of the Building
       or Premises shall be taken or appropriated temporarily (that is, for a
       period not in excess of 180 days) for any public or quasi-public use
       under any Law, this Lease shall be and remain unaffected by such taking
       or appropriation and Tenant shall continue to pay all Rent payable
       hereunder by Tenant during the Lease Term at an amount equitably reduced
       to reflect the diminution in value or utility of the Premises during such
       period of temporary taking. In the event of any such temporary
       expropriation or taking, Landlord shall be entitled to receive any award
       for such taking as long as Rent is so equitably reduced, except that
       Tenant shall be entitled to any portion of such award attributable to any
       moving costs incurred by Tenant.



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<PAGE>   44

15.    ASSIGNMENT AND SUBLETTING.

15.1   LIMITATION.

       Without Landlord's prior written consent, except as otherwise provided in
       Section 15.7, Tenant will not assign all or any of its interest under
       this Lease, sublet all or any part of the Premises or permit the Premises
       to be used by any parties other than Tenant and its employees, licensees,
       concessionaires, customers, vendors and invitees as long as such parties
       are providing services to Tenant in the ordinary course of Tenant's
       business operations.

15.2   NOTICE OF PROPOSED TRANSFER; LANDLORD'S OPTIONS.

       If Tenant desires to enter into any assignment of this Lease or a
       sublease of all or any part of the Premises, Tenant will first give
       Landlord written notice of the proposed assignment or sublease, which
       notice will contain the name and address of the proposed transferee, the
       proposed use of the Premises, statements reflecting the proposed
       transferee's current financial condition and income and expenses for the
       past 2 years, and the principal terms of the proposed assignment or
       sublease. Except in the case of any transfer permitted under Section
       15.7, and except with respect to any transfer under any other
       circumstance of less than the equivalent of at least (two) 2 full floors
       of the Building, Landlord will have the option, which must be exercised,
       if at all, by notice given to Tenant within 10 days after Landlord's
       receipt of Tenant's notice of the proposed transfer, either (i) if
       Tenant's notice relates to a subletting, to sublet from Tenant such space
       as is described in the notice for such portion of the Term as is
       described in the notice, upon the same terms and conditions and for the
       same Rent (apportioned, as appropriate, to the amount of such space) as
       provided in this Lease; or (ii) if such notice relates to an assignment,
       to become Tenant's assignee.

15.3   CONSENT NOT TO BE UNREASONABLY WITHHELD.

       If Landlord does not have or does not exercise an applicable option under
       Section 15.2, then Landlord will not unreasonably withhold, delay or
       condition its consent to the proposed assignment or subletting if each of
       the following conditions is satisfied:

              (a)    the proposed transferee will make use of the Premises which
       (i) is lawful, and (ii) is consistent with the permitted use of the
       Premises under this Lease; and

              (b)    in the event Tenant is requesting an assignment and release
       from its Lease obligations and the proposed transferee does not meet the
       minimum net worth requirement stipulated in Section 15.9 hereto, the
       proposed transferee, in Landlord's commercially reasonable opinion, has
       sufficient financial capacity and business experience to perform Tenant's
       obligations under this Lease; and

              (c)    the proposed transferee will make use of the Premises which
       in Landlord's reasonable opinion (i) does not conflict with any exclusive
       rights or covenants not to compete in favor of any other tenant or
       proposed tenant of the Building existing on the Date, and (ii) will not,
       in Landlord's reasonable opinion, increase the likelihood of damage or
       destruction to the Building; and



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<PAGE>   45

              (d)    the proposed transferee is not a party with whom Landlord
       has negotiated in good faith for the lease of space in the Building in
       the opinion of both Landlord and said proposed transferee within ninety
       (90) days prior to Tenant's negotiation with such proposed transferee;
       and

              (e)    the proposed transferee does not have a poor business
       reputation or reputation as being an undesirable tenant in the general
       business community; and

              (f)    at the time of the proposed transfer no "Default" (as
       defined in Section 20.1) exists under this Lease.

15.4   FORM OF TRANSFER.

       If Landlord consents or is required by this Lease to consent to a
       proposed assignment or sublease, Landlord's consent will not be effective
       unless and until Tenant delivers to Landlord an original duly executed
       assignment or sublease, as the case may be, in a form reasonably
       acceptable to Landlord, that provides, in the case of a sublease, that
       the subtenant will comply with all applicable terms and conditions of
       this Lease, and, in the case of an assignment, an assumption by the
       assignee of all of the terms, covenants and conditions which this Lease
       requires Tenant to perform, but only with respect to such performance as
       first required after the effective date of such assignment.

15.5   PAYMENTS TO LANDLORD.

       If Landlord does not have or does not exercise an applicable option under
       Section 15.2 and Tenant effects an assignment or sublease, then Landlord
       will be entitled to receive and collect, either from Tenant or directly
       from the transferee, 50% of the amount by which the consideration
       required to be paid by the transferee for the use and enjoyment of
       Tenant's rights under this Lease exceeds the sum of (i) the Rent payable
       by Tenant to Landlord allocable to the transferred space, plus (ii) the
       amortized portion of brokerage commission, renovation costs, marketing
       costs and reasonable legal fees, if any, actually incurred by Tenant in
       consummating such assignment or sublease, and the amortized Rent payable
       with respect to the assigned or sublet space during the period such space
       is renovated for the new occupant thereof, which period shall be deemed
       thirty (30) days for a space that is one (1) full floor or less, sixty
       (60) days for space that is more than one (1) floor but less than or
       equal to two (2) full floors and ninety (90) days for space that is more
       than two (2) full floors (such amortization to be on a straight-line
       basis over the remaining portion of the Lease Term after the rent
       commencement date under such assignment or sublease). Such percentage of
       such amount will be payable to Landlord at the time(s) Tenant receives
       the same from its transferee (whether in monthly installments, in a lump
       sum, or otherwise).

15.6   CHANGE OF OWNERSHIP.

       (a)    Any transfer or series of transfers resulting in a change in
       "control" (as defined in subparagraph (b) below) of Tenant (whether
       Tenant is a corporation, partnership, trust or other entity), whether
       voluntarily, by operation of law, or otherwise, shall be deemed an
       "assignment" of this Lease requiring Landlord's prior written consent,
       except as provided



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<PAGE>   46

       in Section 15.7. The transfer of any outstanding capital stock of a
       corporation whose stock is publicly-traded will not, however, be deemed a
       change in "control" under this Section 15.6.

       (b)    The term "control," as used in subparagraph (a), means, with
       respect to a corporation, the right to the exercise, directly or
       indirectly, of more than 50% of the voting rights attributable to the
       shares of the controlled corporation, and, with respect to any person or
       entity that is not a corporation, the possession, directly or indirectly,
       of the power to direct or cause the direction of the management or
       policies of the controlled person or entity.

15.7   PERMITTED TRANSFERS.

       Notwithstanding Sections 15.1 and 15.6 hereto, Tenant may, upon notice to
       Landlord, but without obtaining Landlord's consent and without Landlord
       having any rights under Section 15.2 with respect thereto, assign this
       Lease or sublease all or any part of the Premises to an Affiliate of
       Tenant or any Person into or with which Tenant may be merged or
       consolidated or which acquires all or substantially all of the assets of
       Tenant, as long as said transferee has a net worth equal to or greater
       than Twenty Million and No/100 Dollars ($20,000,000.00), determined in
       accordance with generally accepted accounting principles, consistently
       applied.

15.8   EFFECT OF TRANSFERS.

       Except as expressly provided in Section 15.9 below, no subletting or
       assignment will release Tenant from any of its obligations under this
       Lease unless Landlord agrees to the contrary in writing. Acceptance of
       Rent by Landlord from any person other than Tenant will not be deemed a
       waiver by Landlord of any provision of this Section 15. Consent to one
       assignment or subletting will not be deemed a consent to any subsequent
       assignment or subletting. In the event of any default by any assignee or
       subtenant or any successor of Tenant in the performance of any Lease
       obligation, Landlord may proceed directly against Tenant (unless Tenant
       has been released from its liability hereunder pursuant to Section 15.9)
       without exhausting remedies against such assignee, subtenant or
       successor. The voluntary or other surrender of this Lease by Tenant or
       the cancellation of this Lease by mutual agreement of Tenant and Landlord
       will not work a merger and will, at Landlord's option (subject to Section
       15.10 below), terminate all or any subleases or operate as an assignment
       to Landlord of all or any subleases; such option will be exercised by
       notice to Tenant and all known subtenants in the Premises. If Landlord
       shall choose to take an assignment of a sublease then the subtenant shall
       be bound to Landlord for the balance of the Term thereof and shall attorn
       directly to Landlord under all of the executory terms of the sublease
       except that Landlord shall not (a) be liable for any previous act,
       omission or negligence of Tenant, (b) be subject to any counterclaim,
       defense or offset not expressly provided for in the sublease and accruing
       against Tenant, (c) be bound by any previous modification or amendment of
       the sublease made without Landlord's consent or by any previous
       prepayment of more than one month's Rent, or (d) be obligated to perform
       any repairs or other work beyond Landlord's obligation under this Lease.
       Each subtenant shall execute and deliver such instruments as Landlord may
       reasonably request to evidence said attornment.



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<PAGE>   47

15.9   RELEASE OF TRANSFEROR.

       Notwithstanding any other provision of this Lease to the contrary, if
       Tenant assigns this Lease and Tenant's assignee (or a guarantor thereof)
       has an audited net worth equal to or greater than One Hundred Million
       Dollars ($100,000,000), determined in accordance with generally accepted
       accounting principles, consistently applied, as of the date such
       assignee's most recent balance sheet and as of the date of another of
       such assignee's balance sheets dated at least five (5) years prior to
       such most recent balance sheet (the foregoing being herein referred to as
       the "Minimum Net Worth Test"), Tenant shall be released from any further
       liability under this Lease from and after the effective date of such
       assignment. If such assignee does not meet the Minimum Net Worth Test as
       of the effective date of such assignment, but such assignee meets the
       Minimum Net Worth Test thereafter, Tenant shall be released from any
       further liability hereunder from and after the date that such assignee
       has met the Minimum Net Worth Test.

15.10  NONDISTURBANCE OF SUBLESSEE.

       Upon written request of Tenant, Landlord shall execute and deliver to a
       sublessee leasing at least the equivalent of a full floor of the Building
       under an Approved Sublease (as defined below) an agreement (a
       "Recognition Agreement") to the effect that, notwithstanding any
       termination of this Lease by Landlord on account of any default by
       Tenant, such sublease and the rights of the sublessee thereunder shall
       not be disturbed by Landlord but shall continue in full force and effect
       so long as such sublessee shall continue to observe and perform all of
       its obligations under such sublease. A sublease shall be considered an
       "Approved Sublease" if it either (i) obligates the sublessee to pay Rent
       in an amount not less than a proportionate share of the Rent payable
       under this Lease with respect to the space that is comparable to the
       sublet space (i.e., Office Tower space or Garden Space space) (which
       proportionate share shall be based upon the rentable area of the Premises
       sublet by such sublessee as compared to the total rentable area of the
       comparable Premises), or (ii) obligates the sublessee to agree with
       Landlord in the Recognition Agreement that if the sublessee's monetary
       obligations to Tenant are less than that described in subsection (i)
       above, then upon termination of this Lease sublessee's monetary
       obligations to Landlord shall equal (or, in the case of a partial
       sublease, equal a proportionate share of) Tenant's Rent obligations under
       this Lease.

16.    PERSONAL PROPERTY.

16.1   INSTALLATION AND REMOVAL.

       Tenant may install in the Premises its personal property (including
       Tenant's usual trade fixtures) in a proper manner, provided that no such
       installation will interfere with or damage the mechanical, plumbing or
       electrical systems or the structure of the Building, and provided further
       that if such installation would require any change, addition or
       improvement to the Premises, such installation will be subject to Section
       9.1. If no Default then exists, any such personal property installed in
       the Premises by Tenant (a) may be



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<PAGE>   48

       removed from the Premises from time to time in the ordinary course of
       Tenant's business or in the course of making any changes, additions or
       improvements to the Premises permitted under Section 9.1, and (b) will be
       removed by Tenant at the end of the Term to the extent required under
       Section 3.4. Tenant will promptly repair at its expense any damage to the
       Building resulting from such installation or removal.

16.2   RESPONSIBILITY.

       Tenant will be solely responsible for all costs and expenses related to
       personal property used or stored in the Premises. Tenant will pay any
       taxes or other governmental impositions levied upon or assessed against
       such personal property, or upon Tenant for the ownership or use of such
       personal property, on or before the due date for payment. Such personal
       property taxes or impositions are not included in Taxes.

17.    ESTOPPEL CERTIFICATES.

       At any time and from time to time designated by either Landlord or Tenant
       (but on not less than ten (10) business days prior written request), the
       recipient party of such request will execute, acknowledge and deliver to
       the requesting party, promptly upon request, an Occupancy Estoppel
       Certificate in the form of Exhibit C. In addition, the recipient party
       agrees that at any time and from time to time (but on not less than 10
       days' prior request by the requesting party and not more frequently than
       three (3) times per calendar year), the recipient party will execute,
       acknowledge and deliver to the requesting party an Estoppel Certificate
       in the form of Exhibit H hereto, as modified and completed as necessary
       to make such certificate true and correct in all material respects. Any
       such certificate may be relied upon by either Landlord or Tenant and any
       prospective purchaser or present or prospective lender, ground lessor or
       subtenant or assignee permitted under Section 15 of all or a portion of
       the Building, Premises and/or Land.

18.    TRANSFER OF LANDLORD'S INTEREST.

18.1   SALE, CONVEYANCE AND ASSIGNMENT.

       Nothing in this Lease will restrict Landlord's right to sell, convey or
       assign Landlord's interest in the Building or Landlord's interest under
       this Lease.

18.2   EFFECT OF SALE, CONVEYANCE OR ASSIGNMENT.

       A sale, conveyance or assignment of the Building will automatically
       release Landlord from liability under this Lease for obligations accruing
       from and after the effective date of the transfer, except for any
       liability relating to the period prior to such effective date; and Tenant
       will look solely to Landlord's transferee for performance of Landlord's
       obligations accruing during the period after such effective date. This
       Lease will not be affected by any such sale, conveyance or assignment and
       Tenant will attorn to Landlord's transferee.

18.3   SUBORDINATION.

       Subject to Landlord's satisfaction of Section 18.5 below, this Lease is
       and will be subject and subordinate in all respects to any mortgage or
       deed to secure debt now or later encumbering the Building, and to all
       their renewals, modifications, supplements,



                                       43
<PAGE>   49

       consolidations and replacements (an "Encumbrance"). In the alternative,
       however, the holder of an Encumbrance may unilaterally elect to
       subordinate such Encumbrance to this Lease.

18.4   ATTORNMENT.

       If the interest of Landlord is transferred to any person (a "Successor
       Landlord") by reason of the termination or foreclosure, or proceedings
       for enforcement, of an Encumbrance, or by delivery of a deed in lieu of
       such foreclosure or proceedings, Tenant will immediately and
       automatically attorn to the Successor Landlord, subject to Landlord's
       satisfaction of Section 18.5 below. Upon attornment this Lease will
       continue in full force and effect as a direct lease between the Successor
       Landlord and Tenant, upon all of the same terms, conditions and covenants
       as stated in this Lease except that a Successor Landlord shall not be (a)
       liable for any previous act or omission or negligence of Landlord under
       this Lease, (b) subject to any counterclaim, defense or offset not
       expressly provided for in this Lease and asserted with reasonable
       promptness, which theretofore shall have accrued to Tenant against
       Landlord, (c) bound by any previous modification or amendment of this
       Lease or by any previous prepayment of more than one month's Rent, unless
       such modification or prepayment shall have been approved in writing by
       the holder of any Encumbrance through or by reason of which the Successor
       Landlord shall have succeeded to the rights of Landlord under this Lease,
       (d) obligated to perform any repairs or other work beyond Landlord's
       obligations under this Lease, (e) liable for the payment of any security
       deposit unless same has been delivered to Successor Landlord, (f) bound
       by any obligation to pay for services prior to foreclosure, or (g)
       responsible for any monies owed by Landlord to Tenant.

18.5   NONDISTURBANCE.

       Notwithstanding the foregoing, Tenant's agreement in Sections 18.3 and
       18.4 above are expressly conditioned upon Landlord obtaining from the
       holder of any Encumbrance encumbering the Building a subordination,
       nondisturbance and attornment agreement (a "Nondisturbance Agreement")
       substantially in the form of Exhibit I executed by Landlord and the
       holder of such Encumbrance.

19.    RULES AND REGULATIONS.

       Tenant agrees to faithfully observe and comply with the Rules and
       Regulations set forth in Exhibit D and with all reasonable modifications
       and additions to such Rules and Regulations (which will be applicable to
       all Building tenants) from time to time adopted by Landlord and of which
       Tenant is notified in writing. No such modification or addition will
       contradict or abrogate any right expressly granted to Tenant under this
       Lease or otherwise materially increase Tenant's occupancy costs with
       respect to the Premises. Landlord's enforcement of the Rules and
       Regulations will be uniform and nondiscriminatory, but Landlord will not
       be responsible to Tenant for failure of any Person to comply with the
       Rules and Regulations.



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<PAGE>   50

20.    TENANT'S DEFAULT AND LANDLORD'S REMEDIES.

20.1   DEFAULT.

       This Lease and the Term and rights hereby granted are subject to the
       following limitations which will each constitute a material breach by
       Tenant and a "Default" under this Lease:

              (a)    Failure to Pay Rent. Tenant fails to pay Base Rent,
       Additional Rent or any other Rent payable by Tenant under the terms of
       this Lease when due, and such failure continues for 5 days after notice
       from Landlord to Tenant of such failure; provided that with respect to
       Base Rent and Additional Rent, Tenant will be entitled to only 3 notices
       of such failure during any Lease Year and if, after 3 such notices are
       given in any Lease Year, Tenant fails, during such Lease Year, to pay any
       such amounts when due, such failure will constitute a Default without
       further notice by Landlord or additional cure period.

              (b)    Failure to Perform Other Obligations. Tenant breaches or
       fails to comply with any other provision of this Lease applicable to
       Tenant, and such breach or noncompliance continues for a period of thirty
       (30) days after notice by Landlord to Tenant; or, if such breach or
       noncompliance cannot be reasonably cured within such 30-day period,
       Tenant does not in good faith commence to cure such breach or
       noncompliance within such 30-day period or does not diligently complete
       such cure as soon as possible, but no later than 60 days after such
       notice from Landlord. However, if such breach or noncompliance causes or
       results in (i) a dangerous condition on the Premises or the Building,
       (ii) any insurance coverage carried by Landlord or Tenant with respect to
       the Premises or Building being jeopardized, or (iii) a material
       disturbance to another tenant, then a Default will exist if such breach
       or noncompliance is not cured as soon as reasonably possible after notice
       by Landlord to Tenant, and in any event is not cured within 30 days after
       such notice. For purposes of this Section 20.1 (b), financial inability
       will not be deemed a reasonable ground for failure to immediately cure
       any breach of, or failure to comply with, the provisions of this Lease.

              (c)    Unpermitted Transfer of Interest. Tenant's interest under
       this Lease or in the Premises is transferred or passes to, or devolves
       upon, any other party in violation of Section 15.

              (d)    Execution and Attachment Against Tenant. Tenant's interest
       under this Lease or in the Premises is taken upon execution or by other
       process of law directed against Tenant, or is subject to any attachment
       by any creditor or claimant against Tenant and such attachment is not
       discharged or disposed of within sixty (60) days after levy.

              (e)    Bankruptcy or Related Proceedings. Tenant files a petition
       in bankruptcy or insolvency, or reorganization or arrangement under any
       bankruptcy or insolvency Laws, or voluntarily takes advantage of any such
       Laws by answer or otherwise, or makes an assignment for the benefit of
       creditors, or involuntary proceedings under any such Laws or for the
       dissolution of Tenant are instituted against Tenant, or a receiver or
       trustee is appointed for the Premises or for all or substantially all of
       Tenant's property, and such



                                       45
<PAGE>   51

       proceedings are not dismissed or such receivership or trusteeship vacated
       within 60 days after such institution or appointment.

              (f)    Notwithstanding the foregoing terms of this Section 20.1, a
       monetary default will not be deemed or considered to have occurred under
       this Lease by reason of Tenant's failure or refusal to pay any amount or
       charge that Landlord considers Rent if Tenant's failure or refusal is
       directly attributable to Tenant's good faith assertion stated in a timely
       notice to Landlord of any Rent offset or abatement right or remedy
       expressly provided in this Lease, unless and until Landlord obtains
       judgment from a court of competent jurisdiction or arbitration ruling
       pursuant to Section 21.2 that such Rent is due, notwithstanding such
       express offset or abatement right or remedy; and, in such event, Landlord
       shall thereafter give Tenant notice of such default and an opportunity to
       cure same in accordance with the terms of this Section 20.1 before
       proceeding with any of Landlord's remedies described in Section 20.2.

20.2   REMEDIES.

       Time is of the essence. If any Default occurs, Landlord will have the
       right, at Landlord's election, then or at any later time, to exercise any
       one or more of the remedies described below. Exercise of any of such
       remedies will not prevent the concurrent or subsequent exercise of any
       other remedy provided for in this Lease or otherwise available to
       Landlord at law or in equity.

              (a)    Cure by Landlord. Landlord may, at Landlord's option but
       without obligation to do so, and without releasing Tenant from any
       obligations under this Lease, make any payment or take any action as
       Landlord reasonably deems necessary or desirable to cure any Default in
       such manner and to such extent as Landlord reasonably deems necessary or
       desirable. Landlord may do so without additional demand on, or additional
       written notice to, Tenant and without giving Tenant an additional
       opportunity to cure such Default. Tenant covenants and agrees to pay
       Landlord, upon demand, all reasonable advances, costs and expenses of
       Landlord actually incurred in connection with making any such payment or
       taking any such action, including reasonable attorney's fees at standard
       hourly rates, together with interest at the rate described in Section
       4.4, from the date of payment of any such advances, costs and expenses by
       Landlord.

              (b)    Termination of Lease and Damages. Landlord may terminate
       this Lease, effective at such time as may be specified by notice to
       Tenant, and demand (and, if such demand is refused, recover) possession
       of the Premises from Tenant. Tenant will remain liable to Landlord for
       damages in an amount equal to the Base Rent, Additional Rent and other
       Rent which would have been owing by Tenant for the balance of the Term
       had this Lease not been terminated, less the net proceeds, if any, of any
       reletting of the Premises by Landlord subsequent to such termination,
       after deducting all Landlord's reasonable expenses actually incurred in
       connection with such recovery of possession or reletting. Landlord will
       be entitled to collect and receive such damages from Tenant on the days
       on which the Base Rent, Additional Rent and other Rent would have been
       payable if this Lease had not been terminated. Alternatively, at
       Landlord's option, Landlord will be entitled to recover from Tenant, as
       damages for loss of the bargain and not as a penalty, an



                                       46
<PAGE>   52

       aggregate sum equal to (i) all unpaid Base Rent, Additional Rent and
       other Rent for any period prior to the termination date of this Lease
       (including interest from the due date to the date of the award at the
       rate described in Section 4.4), plus any other sum of money and damages
       owed by Tenant to landlord for events or actions occurring prior to the
       termination date; plus (ii) the present value at the time of termination
       (calculated at the rate of eight percent (8%) per annum) of the amount,
       if any, by which (A) the aggregate of the Base Rent, Additional Rent and
       all other Rent payable by Tenant under this Lease that would have accrued
       for the balance of the Term after termination (with respect to Additional
       Rent, such aggregate will be calculated by assuming that Expenses and
       Taxes for the Fiscal Year in which termination occurs and for each
       subsequent Fiscal Year remaining in the Term if this Lease had not been
       terminated will increase by six percent (6%) per year over the amount of
       Expenses and Taxes for the prior Fiscal Year), exceeds (B) the amount of
       such base rent, additional rent and other rent which Landlord will
       receive for the remainder of the Term from any reletting of the Premises
       occurring prior to the date of the award, or if the Premises have not
       been relet prior to the date of the award, the amount, if any, of such
       base rent, additional rent and other rent which could reasonably be
       recovered by reletting the Premises at the then-current fair rental
       value, in either case taking into consideration loss of rent while
       finding a new tenant, tenant improvements and rent abatements necessary
       to secure a new tenant, leasing brokers' commissions and other costs
       which Landlord has incurred or might incur in leasing the Premises to a
       new tenant (with such tenant improvement, rent abatement and commission
       costs being amortized on a straight line basis over the term of such new
       lease); plus (iii) interest on the amount described in (ii) above from
       the termination date to the date of the award at the rate described in
       Section 4.4.

              (c)    Repossession and Reletting. Landlord may, with due process
       of law, re-enter and take possession of all or any part of the Premises,
       without additional demand or notice, and repossess the same and expel
       Tenant and any party claiming by, through or under Tenant, and remove the
       effects of both using such force for such purposes as may be necessary,
       but in compliance with due process of law, without prejudice to any
       remedies for arrears of Rent or right to bring any proceeding for breach
       of covenants or conditions. No such reentry or taking possession of the
       Premises by Landlord will be construed as an election by Landlord to
       terminate this Lease unless a notice of such intention is given to
       Tenant. No notice from Landlord or notice given under a forcible entry
       and detainer statute or similar Laws will constitute an election by
       Landlord to terminate this Lease unless such notice specifically so
       states. Landlord reserves the right, following any reentry or reletting,
       to exercise its right to terminate this Lease by giving Tenant such
       written notice, in which event the Lease will terminate as specified in
       such notice. After recovering possession of the Premises, Landlord may,
       from time to time, relet all or any part of the Premises for Tenant's
       account, for such term or terms and on such conditions and other terms as
       Landlord, in its discretion, determines. Landlord may make such repairs,
       alterations or improvements as Landlord considers appropriate to
       accomplish such reletting, and Tenant will reimburse Landlord upon demand
       for all costs and expenses, including attorneys' fees, which Landlord may
       incur in connection with such reletting. Landlord agrees to use
       reasonable efforts to mitigate its damages resulting from Tenant's
       Default. Landlord may collect and receive the rents for such reletting
       but Landlord will in no way be responsible



                                       47
<PAGE>   53

       or liable for any failure to relet the Premises or for any inability to
       collect any rent due upon such reletting. Regardless of Landlord's
       recovery of possession of the Premises, Tenant will continue to pay on
       the dates specified in this Lease, the Base Rent, Additional Rent and
       other Rent which would be payable if such repossession had not occurred,
       less a credit for the net amounts, if any, actually received by Landlord
       through any reletting of the Premises. Alternatively, at Landlord's
       option, Landlord may terminate the Lease and recover damages as provided
       in Section 20.2 (b).

              (d)    Bankruptcy Relief. Nothing contained in this Lease will
       limit or prejudice Landlord's right to prove and obtain as liquidated
       damages in any bankruptcy, insolvency, receivership, reorganization or
       dissolution proceeding, an amount equal to the maximum allowable by any
       Laws governing such proceeding in effect at the time when such damages
       are to be proved, whether or not such amount be greater, equal or less
       than the amounts recoverable, either as damages or Rent, under this
       Lease.

21.    LANDLORD'S DEFAULT AND TENANT'S REMEDIES.

21.1   DEFAULT.

       If Tenant believes that Landlord has breached or failed to comply with
       any provision of this Lease applicable to Landlord, Tenant will give
       notice to Landlord describing the alleged breach or noncompliance.
       Landlord will not be deemed in default under this Lease if Landlord cures
       the breach or noncompliance within 30 days after receipt of Tenant's
       notice or, if the same cannot reasonably be cured within such 30-day
       period, if Landlord in good faith commences to cure such breach or
       noncompliance within such period and then diligently pursues the cure to
       completion as soon as possible, but no later than one hundred and twenty
       (120) days after such notice from Tenant. However, if such breach or
       noncompliance causes or results in (i) a dangerous condition in the
       Premises or the Building, (ii) any insurance coverage carried by Landlord
       or Tenant with respect to the Premises or Building being jeopardized, or
       (iii) a material disturbance to Tenant, then a Default will exist if,
       with respect to subsection (i) above, Landlord does not remove such
       dangerous condition within ten (10) days and then diligently address any
       remaining breach or non compliance and, with respect to subsection (ii)
       and (iii) above, if any breach or noncompliance is not cured as soon as
       reasonably possible after notice by Tenant to Landlord, and in any event
       is not cured within thirty (30) days after such notice. Tenant will also
       send a copy of such notice to the holder of any Encumbrance of whom
       Tenant has been notified in writing, and such holder will also have the
       right to cure the breach or noncompliance within the period of time
       described above.

21.2   REMEDIES.

Time is of the essence. If Landlord breaches or fails to comply with any
provision of this Lease applicable to Landlord, and such breach or noncompliance
is not cured within the period of time described in Section 21.1, then Tenant
may exercise any right or remedy available to Tenant at law or in equity, except
to the extent expressly waived or limited by the terms of this Lease. If
Landlord fails to (i) provide Landlord's standard services as described in
Section 7.1, or (ii) perform Landlord's repair obligations described in Section
7.1 and such failure or breach has not been cured within the time period
prescribed in Section 21.1, then Tenant may, after giving



                                       48
<PAGE>   54

Landlord an additional thirty (30) days' advance notice, cure such default or
breach, all on behalf of and at the expense of Landlord, and do all necessary
work and make all necessary payments in connection therewith. Landlord shall pay
Tenant all reasonable amounts so paid by Tenant, together with interest thereon
at the rate specified in Section 4.4 from the date of payment until re-payment,
within thirty (30) days after notice from Tenant that such cost has been
incurred. If Landlord fails to pay the amount requested by Tenant within such
thirty (30) day period, then Tenant may withhold up to twenty-five percent (25%)
of each payment of Rent thereafter due to Landlord to satisfy the payment of
such indebtedness (with such offset to be applied first to accrued and unpaid
interest); provided, however, that Tenant shall be entitled to increase such
withholding up to one hundred percent (100%) of any and all such payments of
Rent to Landlord at such time that the unpaid and unapplied amount of such
indebtedness (including accrued, unpaid interest) equals or exceeds seventy-five
percent (75%) of the remaining unpaid Base Rent obligations payable for the
balance of the then current Term of this Lease. Notwithstanding the foregoing,
in the event Landlord notifies Tenant that Landlord disputes Tenant's allegation
of a Landlord default under this Lease (such notice to be given prior to the
expiration of the cure period afforded Landlord, as recited in Section 21.1,
with respect to such alleged default), then Landlord shall have the right to
institute an arbitration proceeding in accordance with the provisions of Exhibit
J within ten (10) days after the effective date of such dispute notice; in such
case, Tenant shall not exercise the foregoing "self-help" rights (except in an
emergency), nor shall Landlord be liable for any expenses incurred by Tenant in
connection therewith, nor shall Tenant make any offset against Rent, until (in
each case) such time as all such arbitration proceedings are completed. All
reasonable attorneys' fees and arbitration costs in any such proceeding which
are incurred by the prevailing party shall be paid by the other party.
Furthermore, if Tenant obtains a final, nonappealable judgment or arbitration
award against Landlord with respect to a Landlord default under this Lease or
with respect to a draw by Landlord upon a letter of credit provided pursuant to
Section 22 that is wrongfully made or retained, Tenant shall be entitled to
offset such judgment or award, together with interest thereon at the Default
Rate from the date of entry of such judgment until paid, against Rent payable
under this Lease. Notwithstanding anything contained herein to the contrary,
Tenant shall not be permitted to substitute, replace or interfere with the
contracts of any existing service provider or vendor in connection with its
self-help remedy.

21.3   CURE BY ENCUMBRANCE HOLDER.

If any act or omission by Landlord shall give Tenant the right, immediately or
after the lapse of time, to cancel or terminate this Lease or to claim a partial
or total eviction, Tenant shall not exercise any such right until (a) it shall
have given written notice of such act or omission to each holder of any
Encumbrance and (b) a reasonable period for remedying such act or omission shall
have elapsed following such notice and following the time when such holder of an
Encumbrance shall have become entitled under its Encumbrance to remedy the same
(which shall in no event be less than the period to which Landlord would be
entitled under this Lease to effect such remedy) provided such holder of an
Encumbrance shall, within thirty (30) days of receiving notice of such act or
omission from Tenant, give Tenant notice of its intention to remedy such act or
omission and shall commence and diligently and continuously continue to act upon
such intention.

22.    LETTER OF CREDIT.

In consideration of Landlord entering into this Lease, Tenant hereby agrees as
follows:



                                       49
<PAGE>   55

       (a)    Within ten (10) business days after the date of this Lease, Tenant
shall deliver to Landlord, as additional security for the obligations of Tenant
under this Lease, an unconditional, irrevocable standby letter of credit issued
by Columbus Bank & Trust (or such other bank as Landlord and Tenant may
otherwise agree) ("Issuer"), in favor of Landlord, in the amount of EIGHT
MILLION AND NO/100 DOLLARS ($8,000,000.00) (a "Standby Letter of Credit") in
substantially the form attached hereto as Exhibit K, subject to modifications
therein to conform to the terms of this Section 22. The term of the original
Standby Letter of Credit required under this Section 22 shall commence as of the
Date of this Lease and shall expire no earlier than November 30, 2000. The
expiration date of the Standby Letter of Credit shall be clearly stated on its
face by month, day and year. The Standby Letter of Credit shall be payable by
sight draft in the office of Issuer when accompanied by a certificate (the
"Certificate") signed by an authorized representative of Landlord certifying
either that:

       (i)    Tenant is in Default under this Lease (beyond all applicable
notice and cure periods provided to Tenant under this Lease) with respect to the
payment of Rent due and payable by Tenant to Landlord under this Lease, and that
Landlord has the right under this Lease to receive the amount of the requested
draw pursuant to the provisions of this Lease, or

       (ii)   Tenant has filed a petition in bankruptcy or that an involuntary
petition in bankruptcy has been filed against Tenant (and such involuntary
petition has not been dismissed within sixty (60) days after filing), and that
Tenant is not making or has not made any one or more payments of Rent due and
payable by Tenant to Landlord under this Lease when due pursuant to this Lease
(beyond all applicable notice and cure periods provided to Tenant under this
Lease).

A copy of the Certificate shall be sent to Tenant in accordance with the notice
provisions of Section 25 of this Lease not less than five (5) business days
before the presentment of the Certificate and the sight draft to Issuer. The
Issuer may rely on the Certificate without independent verification. The Standby
Letter of Credit shall permit partial draws up to the full amount thereof.

       (b)    Tenant may contest Landlord's right to make a draw upon the
Standby Letter of Credit by filing a claim with the Atlanta, Georgia office of
the American Arbitration Association pursuant to Exhibit J hereto; provided,
however, that no such claim may be filed if the Default serving as the basis for
the subject draw is a failure to pay Base Rent or Additional Rent under this
Lease. With respect to any other Defaults which are not based on Tenant's
failure to pay Base Rent or Additional Rent under the Lease, if a claim is
properly filed by Tenant and Tenant notifies Landlord within five (5) business
days of Landlord's notice of such draw that Tenant intends to contest Landlord's
right to make such draw, Landlord shall not be entitled to draw upon the Standby
Letter of Credit pursuant to the Certificate giving rise to such claim unless
and until such claim has been resolved in Landlord's favor pursuant to binding
arbitration in accordance with Exhibit J.

       (c)    The Standby Letter of Credit shall be renewed annually
automatically or otherwise shall be replaced annually with a new letter of
credit issued by the Issuer obtained by Tenant at Tenant's cost and delivered to
Landlord on or before the date which is thirty (30) days prior to the



                                       50
<PAGE>   56

date on which the Standby Letter of Credit would otherwise expire (the
"Replacement Deadline"), with each such replacement (a "Renewal Standby Letter
of Credit"; each "Renewal Standby Letter of Credit" shall also be deemed a
"Standby Letter of Credit" for purposes of this Section 22) to be effective for
an additional period commencing immediately upon the expiration of the Standby
Letter of Credit which it is replacing and expiring no sooner than the next
succeeding November 30. Except for the term thereof and the face amount thereof
(which may be reduced to the maximum amount on which Landlord is entitled to
draw in accordance with subparagraph (j) below as of the effective date of such
Renewal Standby Letter of Credit), each Renewal Standby Letter of Credit shall
be identical in form and content to the original Standby Letter of Credit,
subject to subsection (k) below. If Tenant fails to deliver any Renewal Standby
Letter of Credit to Landlord on or before the Replacement Deadline, then an
event of Default shall be deemed to have occurred with respect to Tenant under
this Lease, without the benefit or necessity of any further notice or right to
cure (notwithstanding anything in Section 20 to the contrary). In such event,
Landlord shall be entitled to draw immediately the full amount of the Standby
Letter of Credit at any time after the aforesaid Standby Letter of Credit
delivery deadline, without notice to Tenant, other than as provided in the
penultimate sentence of subparagraph (a) above, and otherwise exercise any one
or more of its rights and remedies under this Lease or otherwise available at
law or in equity as a result of such failure by Tenant timely to deliver such
Standby Letter of Credit.

       (d)    If an event has occurred with respect to Tenant as described in
either clause (i) or clause (ii) of subsection (a) above, Landlord may draw upon
any Standby Letter of Credit on one or more occasions; provided, however, that
any such draw shall be limited in amount to that amount due and owing to
Landlord from Tenant as a result of the specific Tenant's Default (including any
interest or late payment penalties) described in the subject draw Certificate.
Thereafter, Landlord shall be entitled to use, apply and retain the proceeds of
such draw or draws on any Standby Letter of Credit for the payment of any past
due Rent that Tenant may not have paid when due, or reimbursement to Landlord of
any sum which Landlord may expend or be required to expend by reason of such
Default, including, without limitation, any damage or deficiency incurred by
Landlord as a result of the reletting of the Premises (as provided in this
Lease). The use, application or retention of the proceeds of such draw or draws
on the Standby Letter of Credit, or any portion thereof, by Landlord shall not
prevent Landlord from making any further draws upon any Standby Letter of Credit
or from exercising any other right or remedy available to Landlord under this
Lease or applicable law (it being intended that Landlord shall not first be
required to proceed to draw upon any Standby Letter of Credit) and shall not
operate as a limitation on any recovery to which Landlord may otherwise be
entitled, provided that if the proceeds of the Standby Letter of Credit are
applied by Landlord as provided above, the amount of the proceeds so applied pro
tanto shall reduce on a dollar-for-dollar basis the damages otherwise
recoverable by Landlord on account of any such Default with respect to Tenant.

       (e)    Tenant waives any right to require that Landlord pursue any other
remedy or remedies prior to Landlord's pursuing any draw under any Standby
Letter of Credit. In the event of a Default with respect to Tenant under this
Lease with regard to the matters set out in either clause (i) or clause (ii) of
subsection (a) above, Landlord shall have the right to enforce its rights,
powers and remedies under this Lease, at law or in equity or with respect to the
Standby Letter of Credit, in any order and on one or more occasions, and all
rights, powers and remedies available to



                                       51
<PAGE>   57

Landlord in such event shall be non-exclusive and cumulative of all other
rights, powers and remedies provided thereunder or hereunder or at law or in
equity, and no exercise by Landlord of any such rights, powers or remedies shall
constitute an election of remedies by Landlord or shall preclude the subsequent
exercise by Landlord of any of the other rights, powers and remedies available
to Landlord; provided, however, that any damages otherwise recoverable by
Landlord on account of any Default with respect to Tenant shall be reduced by
the amount of the proceeds of the Standby Letter of Credit as provided in
subsection (d) above.

       (f)    If Landlord makes any draw upon any Standby Letter or Credit,
Tenant shall restore the Standby Letter of Credit to the original amount thereof
within ten (10) business days after Tenant receives notice of such draw. Any
failure by Tenant to do so by such deadline shall entitle Landlord to send
Tenant a written notice advising Tenant that if Tenant fails to restore the
Standby Letter of Credit to the original amount thereof within five (5) business
days of Tenant's receipt of such notice, such failure shall constitute a Default
with respect to Tenant under this Lease, without the necessity of any notice
from Landlord and without any further grace or cure rights (notwithstanding
anything in Section 20 to the contrary).

       (g)    Tenant acknowledges that Landlord has the right to transfer or
mortgage its interest in the Premises and in this Lease, and Tenant agrees that
in the event of any such transfer or mortgage, Landlord shall have the right to
transfer or assign its rights with respect to the Standby Letter of Credit
subject to Landlord's obligations with respect to the same, and the Standby
Letter of Credit shall so provide. Upon written notice to Tenant of such
transfer and written acknowledgment of such transferee's or mortgagee's
acceptance of such rights and assumption of Landlord's obligations with respect
to any Standby Letter of Credit, Tenant shall look solely to such transferee or
mortgagee with respect to any Standby Letter of Credit, and Landlord shall
thereby be released by Tenant from all liability or obligation with respect to
any Standby Letter of Credit, or the proceeds thereof; provided, however, that
if Landlord has, prior to such transfer or mortgage, made any draws upon any
Standby Letter of Credit and such draw has been made wrongfully, Landlord shall
not be released from any liability or obligation it may have with regard to such
draws, and any such liability or obligation shall be deemed a continuing
obligation of Landlord, and Tenant shall retain its offset rights under this
Lease with respect thereto, notwithstanding anything in this subsection (g) to
the contrary.

       (h)    If Tenant fails to deliver the original Standby Letter of Credit
to Landlord on or before the tenth (10th) business day after the Date of this
Lease, then a default shall be deemed to have occurred with respect to Tenant
under this Lease, without the necessity or benefit of any further notice or
right to cure (notwithstanding anything in Section 20 to the contrary) and
Landlord shall be entitled to terminate this Lease at any time within thirty
(30) days after the aforesaid Standby Letter of Credit delivery deadline, by
written notice to Tenant, which shall be Landlord's sole and exclusive remedy as
a result of such failure by Tenant timely to deliver such Standby Letter of
Credit.

       (i)    Upon any termination of this Lease, provided no sums are payable
to Landlord, Landlord shall deliver or cause to be delivered to Tenant the
Standby Letter of Credit within thirty (30) days after the date of such
termination. Landlord's obligation to deliver to Tenant the Standby Letter of
Credit shall survive any such Lease termination. Landlord's failure to deliver
to



                                       52
<PAGE>   58

Tenant the Standby Letter of Credit upon such termination shall constitute a
default under the Lease entitling Tenant (after giving notice of such default to
Landlord and failure by Landlord to deliver the Standby Letter of Credit to
Tenant within ten (10) business days after Landlord's receipt of such notice,
notwithstanding any provision of Section 21 to the contrary) to exercise all of
its remedies, at law or in equity, respecting such default.

       (j)    The maximum amount of the Standby Letter of Credit on which
Landlord will be entitled to draw shall be maintained in the following amounts
during the following periods:

<TABLE>
<CAPTION>
                                                             Amount of Standby
                          Period                             Letter of Credit
                          ------                             ----------------

<S>                                                           <C>
                  Pre-Construction Period                     $8,000,000.00
                  Construction Period prior
                     to Commencement Date                     $8,000,000.00
                  First Lease Year                            $8,000,000.00
                  Second Lease Year                           $8,000,000.00
                  Third Lease Year                            $7,000,000.00
                  Fourth Lease Year                           $6,000,000.00
                  Fifth Lease Year                            $5,000,000.00
                  Sixth Lease Year                            $4,000,000.00
                  Seventh Lease Year                          $3,000,000.00
                  Eighth Lease Year                           $2,000,000.00
                  Ninth Lease Year                            $1,000,000.00
</TABLE>

Notwithstanding the foregoing, if Tenant does not have a "current net asset"
balance (as hereinafter defined), of at least One Hundred Million and No/100
Dollars ($100,000,000.00) as of the date of its most recent balance sheet issued
prior to an anniversary of the Commencement Date, the scheduled reduction in the
amount of the Standby Letter of Credit as of such anniversary date will not be
permitted until such current net asset balance test is satisfied.
Notwithstanding the foregoing table, in no event will the Standby Letter of
Credit ever be reduced pursuant to this subparagraph (j) as of any anniversary
by an amount in excess of $1,000,000 below the amount of the Standby Letter of
Credit immediately prior to such anniversary date. For purposes of the
foregoing, "current net assets" shall mean cash and cash equivalents,
unrestricted marketable securities and investments, accounts receivable under
ninety (90) days old and notes receivable from unrelated third parties; "current
net liabilities" shall mean accounts payable, accrued expenses and the current
portion of any debt; and "current net asset balance" shall mean the current net
assets less current net liabilities. All of the foregoing shall be determined in
accordance with generally accepted accounting principles, consistently applied.

       (k)    If Tenant is entitled thereto pursuant to the terms of
subparagraph (j) above, Tenant may instruct the Issuer to cause the maximum
amount of the Standby Letter of Credit to be reduced by $1,000,000 by delivering
a certificate to Issuer signed by an authorized representative of Tenant
certifying that the current net asset balance test under said subparagraph (j)
has been satisfied. A copy of said certificate shall be sent to Landlord in
accordance with the notice provisions of Section 25 of this Lease not less than
five (5) business days before the delivery of



                                       53
<PAGE>   59

the certificate to Issuer. The Issuer may rely on the certificate without
independent verification. The maximum amount of the Standby Letter of Credit may
be reduced either pursuant to the terms of the Standby Letter of Credit or by
issuance of a Replacement Standby Letter of Credit.

       (l)    Landlord and Tenant hereby approve a Standby Letter of Credit in
the form of Exhibit K, attached hereto and incorporated herein by this
reference. Landlord agrees not to unreasonably withhold, condition or delay its
consent to another form of Standby Letter of Credit proposed by Tenant's bank
provided such form is substantially the same as the form attached as Exhibit K.
Tenant acknowledges that a Standby Letter of Credit in an approved form will
require replacement, as provided in subsection (c) above, thirty (30) days prior
to the expiration of the Standby Letter of Credit in accordance with its terms.

23.    BROKERS.

       Landlord and Tenant represent and warrant that no broker or agent
       negotiated or was instrumental in negotiating or consummating this Lease
       except the Brokers. Neither party knows of any other real estate broker
       or agent who is or might be entitled to a



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<PAGE>   60


commission or compensation in connection with this Lease. Landlord will pay all
fees, commissions or other compensation payable to the Brokers. Pursuant to
Georgia Real Estate Commission Regulation 520-1-108, Trizec Colony Square, Inc.
and Frederick Roddy Realty, hereby disclose the following concerning this lease
transaction: (1) Trizec Colony Square, Inc. represents Landlord and not Tenant;
(2) Frederick Roddy Realty represents Tenant and not Landlord; and (3) both
Trizec Colony Square, Inc. and Frederick Roddy Realty shall receive their
compensation from Landlord. Tenant and Landlord will indemnify and hold each
other harmless from all damages paid or incurred by the other resulting from any
claims asserted against either party by brokers or agents, other than Brokers
claiming through the other party. Landlord's obligation under this Section 23
will survive the expiration or early termination of the Term.

24.    LIMITATIONS ON LIABILITY.

              (a)    Any liability for damages, breach or nonperformance by
       Landlord, or arising out of the subject matter of, or the relationship
       created by, this Lease, will be collectible only out of Landlord's
       interest in the Building and the rents and sales, insurance and
       condemnation proceeds thereof, and no personal liability is assumed by,
       or will at any time be asserted against, Landlord, its parent and
       affiliated corporations, its and their partners, venturers, directors,
       officers, agents, servants and employees, or any of its or their
       successors or assigns other than with respect to any such rents and
       proceeds received by any of them; all such liability, if any, being
       expressly waived and released by Tenant. Landlord's review, supervision,
       commenting on or approval of any aspect of work to be done by or for
       Tenant (under Section 9, Exhibit B or otherwise) are solely for
       Landlord's protection and except as expressly provided, create no
       warranties or duties to Tenant or to third parties.

              (b)    Neither Landlord nor Tenant shall have any liability or
       responsibility under or with respect to this Lease, or for the breach of
       any duty, covenant or obligation hereunder, for any consequential,
       speculative or indirect damages.

25.    NOTICES.

       All notices required or permitted under this Lease must be in writing and
       will only be deemed properly given and received (a) when actually given
       and received, if delivered in person to a party who acknowledges receipt
       in writing or (b) 2 business days after deposit in the United States
       mails, certified or registered mail with return receipt requested and
       postage prepaid. All such notices must be transmitted by one of the
       methods described above to the party to receive the notice at, in the
       case of notices to Landlord, both Landlord's Building Address and
       Landlord's General Address, with a copy to Landlord's mortgagee of which
       Tenant has notice, and in the case of notices to Tenant, the applicable
       Tenant's Notice Address, or, in either case, at such other address(es) as
       either party may notify the other of according to this Section 25. Time
       shall be of the essence for the giving of all notices required or
       permitted under the provisions of this Lease.

26.    MISCELLANEOUS.



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26.1   BINDING EFFECT.

       Each of the provisions of this Lease will extend to bind or inure to the
       benefit of, as the case may be, Landlord and Tenant, and their respective
       heirs, successors and assigns, provided this clause will not permit any
       transfer by Tenant contrary to the provisions of Section 15.

26.2   COMPLETE AGREEMENT; MODIFICATION.

       All of the representations and obligations of the parties are contained
       in this Lease and for exhibits and other attachments hereto, and no
       modification, waiver or amendment of this Lease or of any of its
       conditions or provisions will be binding upon a party unless in writing
       signed by such party.

26.3   DELIVERY FOR EXAMINATION.

       Submission of the form of the Lease for examination will not bind
       Landlord in any manner, and no obligations will arise under this Lease
       until it is signed by both Landlord and Tenant and delivery is made to
       each.

26.4   NO AIR RIGHTS.

       This Lease does not grant any easements or rights for light, air or view.
       Any diminution or blockage of light, air or view by any structure or
       condition now or later erected will not affect this Lease or impose any
       liability on Landlord.

26.5   ENFORCEMENT EXPENSES.

       Each party agrees to pay, upon demand, all of the other party's costs,
       charges and expenses, including the fees and out-of-pocket expenses of
       counsel, agents, and others retained, incurred in successfully enforcing
       the other party's obligations under this Lease. In connection with any
       payment of attorneys' fees and costs pursuant to this Section 26.5,
       Landlord and Tenant hereby waive any right either might have under
       O.C.G.A. 13-1-11 respecting the determination of such attorneys' fees and
       costs. In addition to the foregoing award of attorneys' fees to the
       successful party, the successful party in any law suit on this Lease
       shall be entitled to its attorneys' fees and costs incurred in any
       post-judgment proceedings to collect or enforce the judgment obtained by
       such successful party. This provision is separate and several and shall
       survive the merger of this Lease into any judgment on this Lease, and all
       obligations under this Section 26.5 will survive the expiration or early
       termination of the Term.

26.6   BUILDING PLANNING.

       At any time after the Date, Landlord may (upon at least 45 days prior
       notice) substitute for the Premises other premises in the Building ("New
       Premises") provided that the New Premises will be similar to the Premises
       in area and proximity to the elevator lobby and otherwise usable for
       Tenant's purpose. If Tenant is already occupying the Premises, then
       Landlord will also pay the reasonable expenses of Tenant's moving from
       the Premises to the New Premises and for improving the New Premises so
       that the leasehold improvements in the New Premises are substantially
       similar to those in the Premises. Such move will be made during evenings,
       weekends or otherwise so as to incur the least inconvenience to Tenant.
       Notwithstanding anything herein to the contrary, Landlord's right to
       relocate the



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<PAGE>   62

       Tenant as provided herein shall only apply with respect to those portions
       of Tenant's Premises located on multi-tenant floors that are
       non-contiguous to the Tenant's main Premises and that measure 8,000
       rentable square feet or less.

26.7   LANDLORD'S NAME.

       Tenant will not, without Landlord's consent, use Landlord's name, for any
       commercial purpose. Landlord reserves the right, upon reasonable prior
       notice to Tenant, to change the name or address of the Building, provided
       that if Landlord changes the name of the Building or street address and
       such change is not required by applicable Law or by the United States
       Postal Service, Landlord shall reimburse Tenant up to $2,000 of the
       reasonable costs incurred by Tenant to replace stationery, business
       cards, websites, invoices and other forms and media used in Tenant's
       business which have the old address or name printed or otherwise
       presented thereon; provided, however, that Landlord shall not have any
       such obligation to Tenant if Landlord gives Tenant at least six (6)
       months advance notice of such change. In no event shall Landlord name the
       Complex or the Building therein for a direct competitor of Tenant during
       the Term of the Lease.

26.8   BUILDING STANDARD.

       The phrase "Building Standard" will, in all instances, mean the type,
       brand and/or quality of materials Landlord designates from time to time
       to be the minimum quality to be used in the Building or the exclusive
       type, grade or quality of material to be used in the Building and shall
       refer to the then-current standard described in Landlord's most recently
       published schedule of Building standard or, if no such schedule has been
       published, to the standard which commonly prevails in and for the entire
       Building. No material shall be a Building Standard unless Landlord
       adheres to such standard itself.

26.9   NO WAIVER.

       No waiver of any provision of this Lease will be implied by any failure
       of either party to enforce any remedy upon the violation of such
       provision, even if such violation is continued or repeated subsequently.
       No express waiver will affect any provision other than the one specified
       in such waiver, and that only for the time and in the manner specifically
       stated.

26.10  RECORDING; CONFIDENTIALITY.

       Tenant will not record this Lease, or a short form memorandum, without
       Landlord's written consent and any such recording without Landlord's
       written consent will be a Default. Landlord and Tenant agree to keep the
       Lease terms, provisions and conditions confidential and will not disclose
       them to any other person without the other party's consent, except that
       disclosures may be made (a) to prospective lender(s) or prospective
       purchaser(s), (b) to the attorneys for such party or such party's
       prospective lender(s), (c) to consultants for such party or such party's
       prospective lender(s), (d) to those Persons assisting such party or such
       party's prospective lender(s) with any transaction, (e) to such party's
       investors, and (f) as required by court proceedings, governmental order
       or applicable law, including, without limitation, any filings with the
       Securities and Exchange Commission or successor agency.



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26.11  CAPTIONS.

       The captions of sections are for convenience only and will not be deemed
       to limit, construe, affect or alter the meaning of such sections.

26.12  INVOICES.

       All bills or invoices to be given by Landlord to Tenant will be sent to
       Tenant's Invoice Address. Tenant may change Tenant's Invoice Address by
       notice to Landlord given according to Section 25. Subject to the
       provisions of Section 4.6 respecting a Material Discrepancy, if Tenant
       fails to give Landlord specific written notice of its objections within
       24 months after receipt of any bill or invoice from Landlord, such bill
       or invoice will be deemed true and correct and Tenant may not later
       question the validity of such bill or invoice or the underlying
       information or computations used to determine the amount stated.

26.13  SEVERABILITY.

       If any provision of this Lease is declared void or unenforceable by a
       final judicial or administrative order, this Lease will continue in full
       force and effect, except that the void or unenforceable provision will be
       deemed deleted and replaced with a provision as similar in terms to such
       void or unenforceable provision as may be possible and be valid and
       enforceable.

26.14  JURY TRIAL.

       [Intentionally Deleted.]

26.15  AUTHORITY TO BIND.

       The individuals signing this Lease on behalf of Landlord and Tenant
       represent and warrant that they are empowered and duly authorized to bind
       Landlord or Tenant, as the case may be, to this Lease.

26.16  ONLY LANDLORD/TENANT RELATIONSHIP.

       Landlord and Tenant agree that neither any provision of this Lease nor
       any act of the parties will be deemed to create any relationship between
       Landlord and Tenant other than the relationship of landlord and tenant.

26.17  COVENANTS INDEPENDENT.

       The parties intend that this Lease be construed as if the covenant
       between Landlord and Tenant are independent and that the Rent will be
       payable without offset, reduction or abatement for any cause except as
       otherwise specifically provided in this Lease.

26.18  GOVERNING LAW.

       This Lease will be governed by and construed according to the laws of the
       State of Georgia.

26.19  TIME OF ESSENCE.

       Time is of the essence of this Lease and all of the duties, covenants and
       obligations herein or hereunder.



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26.20  USUFRUCT.

       Tenant has only a usufruct under this Lease which is not subject to levy
       or sale, and no estate will pass from Landlord to Tenant. Tenant's rights
       to use the Premises are solely contractual.

27.    RIGHT TO RENEW.

       Provided that no Default has occurred and is continuing with respect to
       Tenant at the time of its exercise of this option, Tenant shall have two
       (2) options to extend the Term of the Lease ("Extension Option") for two
       (2) consecutive five (5) year periods only (each an "Extension Term"
       respectively) upon all of the following conditions:

              (a)    Tenant shall exercise this Extension Option by notice to
       Landlord which must be received by Landlord no later than 5:00 p.m. on
       the date twelve (12) months prior to the Expiration Date of the term in
       question, but no earlier than eighteen (18) months prior to the
       Expiration Date of the term in question. Each Extension Option shall be
       valid if exercised with respect to the entire Premises, as expanded from
       time to time, or less than the entire Premises so long as the portion of
       the Premises with respect to which the Extension Option is exercised (i)
       constitutes one or more whole floors of the Building and, if the
       Extension Option is executed with respect to more than one (1) floor,
       such floors are contiguous floors, and (ii) includes either the second
       (2nd) or the fifth (5th) floor of the Building (if the Extension Option
       is exercised with respect to any of the Office Tower Premises) or both
       floors of the Garden Space.

              (b)    Within thirty (30) days after the date of Tenant's notice
       (the "Determination Date"), Landlord shall compute the "Extension Rate",
       which shall be 95% of Market Rent (as described in subsection (f) below),
       and notify Tenant in writing of the resulting amount, which amount shall
       be subject to Tenant's review and approval. All other terms of this Lease
       (excluding any Landlord's work or Allowances and except that Tenant's
       Extension Option shall apply to one (1) less Extension Term) shall apply
       during the 1st and 2nd Extension Terms.

              (c)    If Landlord and Tenant shall fail to agree upon the Market
       Rent within sixty (60) days after the Determination Date, then Landlord
       and Tenant each shall give notice to the other, within ten (10) days
       after the expiration of such sixty (60) day period, setting forth their
       respective determination of the Market Rent (the "Determination Notice").
       Subject to the provisions of subsection (d) below, the parties shall then
       apply to the American Arbitration Association or any successor thereto
       for the designation of an arbitrator satisfactory to both parties to
       render a final determination of the Market Rent. The arbitrator shall be
       a real estate appraiser or consultant who shall have at least fifteen
       (15) years continuous experience in the business of appraising or is
       knowledgeable in rental rates and lease transactions in the Building and
       the Buckhead, Atlanta, Georgia market area. The arbitrator shall conduct
       such hearings and investigations as the arbitrator shall deem appropriate
       and shall, within thirty (30) days after having been appointed, choose
       one of the determinations of Market Rent set forth in either Landlord's
       or Tenant's Determination Notice, and that choice by the arbitrator shall
       be binding upon Landlord and



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       Tenant. Each party shall pay its own counsel fees and expenses, if any,
       in connection with any arbitration under this subsection (c), and the
       parties shall share equally all other expenses and fees of any such
       arbitration. The determination rendered in accordance with the provisions
       of this subsection (c) shall be final and binding in fixing the Market
       Rent. The Extension Rate for the subject Extension Term shall be
       ninety-five percent (95%) of the Market Rent as so determined. The
       arbitrator shall not have the power to add to, modify, or change any of
       the provisions of this Lease, or either of the Market Rate determinations
       set forth in Landlord's and Tenant's respective Determination Notices.

              (d)    In the event that the determination of the Market Rent set
       forth in the Landlord's and Tenant's Determination Notices shall differ
       by less than five (5%) percent per rentable square foot per annum for
       each year during the Extension Term, then the Market Rent shall not be
       determined by arbitration, but shall instead be set by taking the average
       of the determinations set forth in Landlord's and Tenant's Determination
       Notices. Only if the determinations set forth in Landlord's and Tenant's
       Determination Notices shall differ by more than five (5%) percent per
       rentable square foot per annum for any year during the Extension Term
       shall the actual determination of Market Rent be made by an arbitrator as
       set forth in subsection (c) above.

              (e)    If for any reason the Market Rent shall not have been
       determined prior to the commencement of the Extension Term, then, until
       the Market Rent and, accordingly, the Extension Rate, shall have been
       finally determined, the fixed annual rent shall remain the same as
       payable during the last year of the Term of the Lease, as extended. Upon
       final determination of the Market Rent, an appropriate adjustment to the
       fixed annual rent shall be made reflecting such final determination, and
       Landlord and Tenant, as the case may be, shall promptly refund or pay to
       the other any overpayment or deficiency, as the case may be, in the
       payment of fixed annual rent from the commencement of the Extension Term
       to the date of such final determination.

              (f)    "Market Rent" shall mean the market annual Base Rent and
       Additional Rent for the Premises, based on new and renewing tenancies
       (for a term comparable to the time period in question) covering office
       space of comparable size and quality to the Premises in comparable
       buildings in comparable locations in the Buckhead, Atlanta, Georgia
       market area, including the Building (and the rent for which such tenancy
       was determined and commenced within twelve (12) months before the
       Determination Date) taking into account all pertinent factors including
       but not limited to Tenant's credit worthiness, relative Base Year or
       expenses stop provisions, the involvement or non-involvement of a broker,
       that Tenant is not receiving a market improvement allowance, the value
       and savings realized by Tenant by utilizing the existing Tenant Leasehold
       Improvements in their then condition, rental abatement or other
       concessions, if any, from Landlord typical of what is given a new tenant
       and assuming Landlord and Tenant to be prudent persons willing to lease
       but being under no compulsion to do so. By the above reference to the
       absence of a compulsion to enter into a tenancy, Landlord and Tenant do
       not intend to exclude renewal tenancies arising out of a tenant's
       exercise of a fixed option to extend its lease term.



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              (g)    If Tenant fails to exercise the Extension Option for the
       first (1st) Extension Term, the Extension Option for the second (2nd)
       Extension Term shall be null and void; and

              (h)    Time is of the essence of this Extension Option.

              Each Extension Option applies only to an extension of the Lease
       for the Extension Term applicable to such Extension Option. Except for
       the above modifications, all other provisions and conditions of the Lease
       shall apply in each of the Extension Terms. Each Extension Option shall
       be void if Tenant fails to exercise it precisely according to each and
       all of the conditions stated above, or if Tenant assigns the Lease or
       sublets more than fifty percent (50%) of the Premises or otherwise
       transfers all or more than fifty percent (50%) of its interest in the
       Lease or the Premises, except as allowed under Section 15.7 of the Lease.

28.    EXPANSION OPTION

       Provided that no Default has occurred and is continuing with respect to
       Tenant at the time of its exercise of this option, Tenant shall have the
       option to expand ("Expansion Option") into that area of up to 25,000
       contiguous rentable square feet known as "Expansion Area #1" (as more
       particularly described below), upon all of the following conditions:

              (a)    Tenant shall exercise this Expansion Option by written
       notice which must be received by Landlord no later than 5:00 p.m. on the
       date which is nine (9) months prior to the Expansion Date (as defined in
       the following sentence). The Expansion Date, currently the first day of
       the sixty-seventh (67th) full calendar month of the Lease Term, shall be
       subject to an adjustment of no more than six (6) months which adjustment
       shall be made by Landlord in its sole discretion provided Landlord
       delivers Tenant notice of such adjustment by no later than the first
       (1st) day of the fifty-fifth (55th) full calendar month of the Lease
       Term. Within one (1) month of Landlord's receipt of Tenant's notice,
       Landlord shall identify that area within the Building available for
       Tenant's expansion needs ("Expansion Area #1") by providing Tenant a
       floor plan of said area. Landlord and Tenant hereby agree that Expansion
       Area #1 shall be contiguous with Tenant's Premises, shall be located on a
       single floor of the Office Tower (unless such space includes space on a
       floor only partially occupied by Tenant, in which case Expansion Area #1
       shall be all of the space on such floor not previously occupied by Tenant
       and space on one (1) other floor contiguous to the Premises) and located
       in that portion of the Office Tower containing the same elevator bank
       where Tenant's existing Premises are located. Within ten (10) business
       days of Landlord's identification of the Expansion Area #1, Tenant shall
       notify Landlord of what portion of Expansion Area #1 Tenant elects to
       take; and

              (b)    The Lease Term for Expansion Area #1 shall commence ninety
       (90) days after the date Landlord delivers Expansion Area #1 to Tenant
       and shall expire on the Expiration Date. The applicable commencement date
       is hereinafter referred to as the "Expansion Area #1 Commencement Date";
       and



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              (c)    The Base Rent and Additional Rent for Expansion Area #1
       shall be the Market Rent as determined in accordance with Section 27
       above, and the Tenant Leasehold Improvement Allowance shall be the Market
       Allowance as determined in accordance with Section 27 above; and

              (d)    Tenant shall provide Landlord with plans and specifications
       with respect to Expansion Area #1in a timely manner; and

              (e)    Tenant shall complete the buildout in accordance with plans
       and specifications approved by Landlord (which approval shall not be
       unreasonably withheld, conditioned or delayed) and the provisions of
       Section 9.1 of this Lease.

              (f)    Time is of the essence of this Expansion Right.

       Except as to the above modifications, all other provisions of this Lease
       shall apply to Expansion Area #1. This Expansion Option applies to Tenant
       only and shall be void if Tenant fails to exercise it precisely according
       to each and all of the conditions stated above, or if Tenant assigns the
       Lease or sublets more than fifty percent (50%) of the Premises or
       otherwise transfers all or more than fifty percent (50%) of its interest
       in the Lease of the Premises except as allowed under Section 15.7 herein.

29.    RIGHT OF FIRST OFFER

       Provided that no Default has occurred and is continuing with respect to
       Tenant at the time of its exercise of this First Offer Right, Landlord
       hereby grants to Tenant the on-going option to lease, upon the terms and
       conditions hereinafter set forth, all or a portion of certain space in
       the Office Tower located on same elevator bank as the Premises are
       located (as more particularly described and attached hereto as Exhibit
       A-1) and, from and after the third (3rd) anniversary of the Commencement
       Date, all or a portion of the space located on the high-rise elevator
       bank of the Office Tower (collectively, "Offer Area #1") when it becomes
       "available for leasing" (as determined in accordance with subsection (a)
       below) during the Term of the Lease, as it may be extended ("First Offer
       Right").

              (a)    a portion of Offer Area #1 shall be deemed to be "available
              for leasing" upon, and only upon, the occurrence of one of the
              following events:

                     (i)    such portion of Offer Area #1 is not subject to an
                     Existing Lease (as hereinafter defined);

                     (ii)   if such portion of Offer Area #1 is subject to a
                     right or option granted in an Existing Lease (whether to
                     extend/renew or to expand), all of which rights or options
                     are not exercised, the expiration or termination of the
                     last of such unexercised right or option; and

                     (iii)  if such portion of Offer Area #1 is subject to a
                     right or option granted in an Existing Lease (a) which
                     right or option is exercised, the expiration or termination
                     of the term of such Existing Lease or any later



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<PAGE>   68

                     date upon which the term of the demise of such portion of
                     Offer Area #1 created by the exercise of such right or
                     option expires (including any renewals or extensions
                     thereof granted in such Existing Lease) or (b) Landlord
                     secures written confirmation from any such tenant subject
                     to an Existing Lease that said tenant waives and releases
                     any such right or option available to it with respect to
                     such portion of Offer Area #1.

              (b)    During the Term of the Lease, Landlord shall, on a
              quarterly basis, give Tenant written notice (the "Offer Notice")
              setting forth the available space (the "Offer Area #1 Available
              Space") of each portion of Offer Area #1. The date of availability
              of any Offer Area #1 Available Space shall not be less than sixty
              (60) days after the date such notice is given by Landlord. The
              Base Rent and Additional Rent for the subject portion of Offer
              Area #1 shall be Market Rent as determined in Section 27 above and
              the subject portion of Offer Area #1 shall be delivered in "as-is"
              condition, provided that Landlord shall provide Tenant an
              Allowance for leasehold improvements for each portion of the Offer
              Area #1 leased by Tenant equal to the Market Allowance, which
              Market Allowance shall be determined in the same manner as Market
              Rent is determined in Section 27 above. The Offer Notice shall set
              forth Landlord's determination of such Market Rent and Market
              Allowance; and

              (c)    Tenant may lease all or any portion of the Offer Area #1
              Available Space on the terms described in the Offer Notice,
              provided; however, any remaining portion of the Offer Area #1
              Available Space that is not leased by Tenant shall be contiguous
              space of a shape, size and location which Landlord, in Landlord's
              reasonable discretion, considers reasonably marketable. In the
              event Landlord determines such remaining space within the Offer
              Area #1 Available Space is not reasonably marketable, Landlord
              shall notify Tenant within ten (10) business days of its receipt
              of receipt of Tenant's notice and Tenant and Landlord shall
              thereafter cooperate in good faith to reconfigure the space in the
              Offer Area #1 Available Space so that it is reasonably marketable;
              and

              (d)    Tenant's right to lease a portion of Offer Area #1 on the
              terms set forth in this Section 29 and, to the extent not in
              conflict therewith, the terms described in the applicable Offer
              Notice shall be exercisable by notice from Tenant to Landlord
              given not later than twenty (20) business days after the Offer
              Notice is delivered. Tenant shall be deemed to have declined a
              lease for a portion of Offer Area #1 if its acceptance is delayed
              or if the acceptance changes any term or condition of the Offer
              Notice, other than a term that is not consistent with this
              Paragraph 29; provided, however, that if Tenant does not agree
              with Landlord's determination of the Market Rent or Market
              Allowance, such acceptance shall set forth Tenant's determination
              thereof, and such matter or matters as to which Landlord and
              Tenant disagree shall then be determined in the manner provided in
              Section 27. If such right is not so exercised, then for the
              following one hundred eighty (180) days, Landlord shall have the
              right to Lease said portion of Offer Area #1 to a third party on
              materially the same terms as those offered to Tenant in the Offer
              Notice; and



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<PAGE>   69

              (e)    If Tenant has validly exercised this First Offer Right for
              any portion of Offer Area #1 in accordance with the terms hereof,
              Landlord and Tenant, within fifteen (15) business days after
              request by either party hereto, shall enter into a written
              amendment to this Lease confirming the terms, conditions and
              provisions applicable to such portion of the Offer Area #1 as
              determined in accordance herewith; and

              (f)    The Lease Term for any portion of Offer Area #1 leased by
              Tenant pursuant to this Section 29 shall commence upon the date
              sixty (60) days following the date Landlord provides access to
              Offer Area #1 to Tenant for construction purposes ("Offer Area #1
              Commencement Date") and shall expire on the Expiration Date; and

              (g)    As used herein, the term "Existing Lease" shall mean (i) a
              lease (other than this Lease) of any space in Offer Area #1 in
              effect as of, or subsequent to, the Date hereof (including
              extensions and renewals thereof pursuant to options granted
              therein or otherwise), whether or not the term of such lease has
              yet commenced and (ii) any lease in effect as of the date of the
              commencement of the initial Term of the Lease, whether or not the
              term of such lease has then commenced. In the event two leases are
              in effect for any portion of the Offer Area #1 (for example, the
              term of a lease which is now in effect for a portion of the Offer
              Area #1 will soon expire, and another lease covering part or all
              of such space has already been executed with a new tenant for a
              term commencing after the expiration of the term of the former
              lease), only one of such leases shall be an Existing Lease. In
              such case, the Existing Lease shall be determined by comparing the
              dates upon which the respective terms of such two leases end, and
              the lease with the later expiration date shall be deemed to be the
              Existing Lease and the other lease shall be disregarded; and

              (h)    Notwithstanding anything contained herein to the contrary,
              this First Offer Right shall be subject and subordinate to
              Landlord's right to expand the size of the premises of any tenant
              leasing space in the Offer Area #1, whether by exercise of a lease
              option or otherwise, provided any such expansion increases the
              size of such tenant's premises to at least a full floor of any
              portion of Offer Area #1; and

              (i)    Tenant shall provide Landlord with plans and specifications
              with respect to that portion of Offer Area #1 to be leased by
              Tenant in a timely manner; and

              (j)    Tenant shall complete the buildout of the subject portion
              of Offer Area #1 in accordance with plans and specifications
              approved by Landlord (which approval shall not be unreasonably
              withheld, conditioned or delayed) and the provisions of Section
              9.1 of this Lease.

              (k)    Time is of the essence of this First Offer Right.



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       This First Offer Right applies to Tenant only and shall be void if Tenant
       fails to exercise it precisely according to each and all of the
       conditions stated above, or if Tenant assigns the Lease or sublets more
       than 50,000 rentable square feet of the Premises or otherwise transfers
       all or more than 50,000 rentable square feet of its interest in the Lease
       or the Premises, except as allowed under Section 15.7 of this Lease. In
       addition to the foregoing, the First Offer Right shall not be in effect
       at any time during which less than thirty (30) months remain with respect
       to the Lease Term (as extended, if applicable, by either of the Extension
       Terms described in Section 27 herein).

30.    CONTRACTION OPTION

       Tenant shall have the option to reduce the size of the Premises with
       respect to no more than the equivalent of one (1) full floor of the
       Office Tower Premises as of the last day of the sixtieth (60th) full
       calendar month of the Lease Term ("Contraction Date") upon the conditions
       stated below. This "Contraction Option" shall be void unless exercised
       according to these conditions:

              (a)    Tenant shall exercise this Contraction Option by written
       notice ("Contraction Notice") to Landlord identifying what portion of the
       Premises Tenant intends to contract; such Contraction Notice must be
       received by Landlord at least nine (9) months prior to the Contraction
       Date. That portion of the Premises which Tenant does not elect to retain
       as identified in Tenant's Contraction Notice shall be referred to herein
       as the "Contraction Space". The Contraction Space shall be located on the
       top floor or floors of the Office Tower on which the portions of the
       Premises are located, except that if such top floor or floors of the
       Office Tower on which portions of the Premises are located includes
       Tenant's "chief" level executive offices, then the Contraction Space
       shall not be required to include such space; and

              (b)    No Default shall have occurred and be continuing with
       respect to Tenant at the time of the Contraction Notice, and for the
       remainder of the Term through the Contraction Date; and

              (c)    The Contraction Space shall be contiguous space of a shape,
       size and location which Landlord, in Landlord's reasonable discretion,
       considers reasonably marketable. That portion of the Premises which
       Tenant elects to retain shall be contiguous to Tenant's Premises. In the
       event Landlord determines such Contraction Space is not reasonably
       marketable, Landlord shall notify Tenant within ten (10) business days of
       its receipt of the Contraction Notice and Tenant and Landlord shall
       thereafter cooperate in good faith to reconfigure the Contraction Space
       so that it is reasonably marketable; and

              (d)    Simultaneously with Tenant's Contraction Notice, Tenant
       shall pay Landlord a Termination Option Fee equal to (i) any unamortized
       Tenant Leasehold Improvement Allowance (as described in Exhibit B
       attached hereto) and leasing commissions attributable to the Contraction
       Space, which amortization for this purpose shall be on a straight line
       basis over the initial term of the Lease; and (ii) six months Base Rent
       with



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       respect to the Contraction Space at the rate in effect on the date of the
       Contraction Notice; and

              (e)    Effective as of the Contraction Date, Tenant's Base Rent
       and Tenant's Office Tower Share shall be reduced to reflect that portion
       of the Premises retained by Tenant; and

              (f)    Time is of the essence of this Contraction Option.

       This Contraction Option applies to Tenant only and shall be void if
       Tenant fails to exercise it precisely according to each and all of the
       conditions stated above, or if Tenant assigns the Lease or otherwise
       transfers all or more than fifty percent (50%) of its interest in the
       Lease or the Premises.

31.    SIGNAGE

       Tenant shall have the right, at Tenant's sole cost and expense, to
       install appropriate signage (including Tenant's corporate name and logo)
       on the Building directory and on the walls of the elevator lobbies and
       entrance doors of any full floors leased by Tenant and on two (2)
       exterior facade(s) of the Office Tower (as determined by Tenant) at the
       top of the Building at a mutually acceptable location (each party
       agreeing not to unreasonably withhold, condition or delay its approval of
       such location), on a monument sign adjacent to the Office Tower (which
       may be shared with other tenants of the Building provided that (i)
       Tenant's sign will be placed in the location selected and mutually agreed
       upon as between Tenant and Landlord, (ii) Tenant will have its choice of
       sign position on such monument sign, and (iii) Tenant's sign will be at
       least twice the size of any other tenant or occupant in the Complex
       leasing less than 100,000 square feet in the Building, and in no event
       will Tenant's sign be smaller than that of any other tenant in the
       Building, provided Tenant leases not less than 135,000 rentable square
       feet in the Building). All signs shall first approved in writing by
       Landlord (such approval not to be unreasonably withheld, conditioned or
       delayed) and subject to any applicable Laws. Tenant shall remove all such
       signs by the termination of this Lease. Such installations and removals
       shall be made in such manner as to avoid injury to or defacement of the
       Building and other improvements, and Tenant shall repair any injury or
       defacement, excluding discoloration, caused by such installation or
       removal. If at any time Tenant no longer leases at least 135,000 rentable
       square feet in the Building and, at such time, Landlord has leased at
       least 135,000 rentable square feet in the Building to another tenant who
       has the desire and the ability to place its name on the Building and who
       is not a direct competitor of Tenant, then Landlord may remove Tenant's
       sign or signs from the top of the Building and permit such other tenant
       to install its name sign on the Building. Tenant's rights under this
       Section 31 shall not be assignable to a third party other than a
       transferee permitted under Section 15.7 hereof. Landlord agrees to use
       its best efforts (without expenditure of funds) to obtain all necessary
       permits and approvals from applicable governmental authorities and
       private parties to permit Tenant to install all of the signs to which
       Tenant is entitled under this Section 31.



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32.    ROOFTOP COMMUNICATIONS EQUIPMENT

32.1   RIGHT TO INSTALL ANTENNA.

       In addition to the other rights granted by this Lease, provided that
       Tenant is not in Default of the Lease beyond any applicable cure periods
       and further provided that Tenant is in occupancy of at least fifty
       percent (50%) of the Premises, Tenant shall have the right but not the
       obligation, during the Term to install, maintain and operate the
       following satellite dish antennas: 3 satellite dishes not to exceed 1
       meter in diameter each or similar rooftop antenna, in any case subject to
       Landlord's reasonable consent (not to be unreasonably conditioned or
       delayed) as to the size and power of such antenna and the frequency at
       which it will receive and/or broadcast (the "Antennas") on the Building's
       roof (the "Roof") in a location mutually acceptable to both Landlord and
       Tenant (the "Antenna Site"). Tenant may also use the Building's risers,
       conduits and towers, subject to Section 6.5 and Landlord's reasonable
       requirements for use of such areas, for purposes of installing reasonable
       cabling from the Antennas to the Premises in the interior of the
       Building. The foregoing rights may be exercised by Tenant without charge
       by Landlord. In the event Tenant requires more than 3 satellite dishes or
       similar rooftop antennas, Tenant shall pay a fee equal to Landlord's
       current rate for similar installations for each additional dish or
       antenna.

32.2   RIGHT OF USE/OWNERSHIP OF ANTENNAS.

       Landlord shall have the right to use the remainder of the Roof for any
       purpose including permitting other tenants in the Building to lease space
       on the Roof provided that (i) Tenant continues to have reasonable access
       to the Antenna Site and the Antennas, and (ii) any other equipment
       installed on the Roof pursuant to leases or other agreements entered into
       after the date of this Lease will not block the ability of the Antennas
       to send or receive signals or otherwise materially interfere with the
       operation or function of such Antennas. The foregoing shall be subject to
       Landlord's right to provide wireless telecommunications services to the
       Building.

32.3   INSTALLATION, MAINTENANCE, OPERATION AND REMOVAL OF THE ANTENNAS.

       Tenant shall install and maintain the Antennas and related cabling at its
       expense. Tenant shall have access to the Antenna Site at all times,
       subject to any reasonable restrictions of Landlord. The installation of
       the Antennas shall be completed in a workmanlike manner and in accordance
       with all applicable Laws. Tenant shall install the Antennas using
       non-penetrating roof mounts. Tenant shall comply with all floor load
       limitations. If the Taxes or insurance premiums for the Building are
       increased as a result of the installation or operation of the Antennas on
       the Roof, then Tenant shall pay its share of any such increase directly
       attributable to such installation or operation upon receipt of adequate
       documentation. Tenant shall also maintain insurance on the Antennas and
       the Antenna Site pursuant to Section 11.2. At the termination of this
       Lease (whether upon the Expiration Date or otherwise) Tenant shall, at
       Tenant's sole cost and expense, remove the Antennas and restore the
       Antenna Site to its condition prior to installation of the Antennas.

32.4   COMPLIANCE WITH LAWS.



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<PAGE>   73

       Tenant shall comply in all material respects with all applicable Laws
       governing the installation and operation of the Antennas. Tenant shall be
       responsible for obtaining, if required, any building permits and any
       licenses or permits required by the Federal Communication Commission, the
       Federal Aviation Administration or any other governmental agency having
       jurisdiction over the Building. If required by any such governmental
       agencies or by Landlord, Tenant shall paint the dish portion of the
       Antennas or screen any such Antennas from view, so long as the
       functionality of the Antennas is not adversely affected thereby. Landlord
       agrees to reasonably assist and cooperate with Tenant to obtain any
       appropriate licenses or permits.

32.5   LICENSE.

       The privileges granted to Tenant under this Section 32 merely constitute
       an easement and shall not be deemed to grant Tenant any leasehold
       interest in the Building or any portion thereof. All rights granted to
       Tenant pursuant to this Section 32 shall automatically terminate upon the
       expiration of this Lease or earlier termination thereof.

33.    PRE-COMMENCEMENT EXPANSION OPTION.

       Tenant shall have the right to increase the size of the Premises by up to
       approximately 100,000 rentable square feet ("Adjustment Area") as
       follows:

              (a)    Any Adjustment Area shall be located on a floor or floors
       of the Office Tower that is (are) contiguous to the balance of the
       Premises. In addition to the foregoing, any Adjustment Area shall not
       create more than one (1) multi-tenant floor. Tenant's designation of the
       Adjustment Area shall leave the balance of any remaining area on the
       floor on which the Adjustment Area is located in a configuration that is
       marketable and reasonably acceptable to Landlord.

              (b)    Tenant's Base Rent, Tenant's Office Tower Share, and Tenant
       Leasehold Improvement Allowance for Tenant Leasehold Improvements all
       shall be proportionately increased to reflect the addition of any
       Adjustment Area. Tenant's lease of any Adjustment Area shall be subject
       to all of the same terms and conditions as set forth in this Lease as
       applicable to the balance of the Premises, except as herein otherwise
       expressly provided. Tenant shall be permitted to exercise up to four (4)
       options with respect to when Tenant notifies Landlord of its intent to
       lease all or a portion of the Adjustment Area (collectively "Options").
       Notwithstanding the various Options described below and how many, if any,
       Options are exercised by Tenant, the total Adjustment Area available to
       Tenant shall not exceed four (4) full floors of the Building.

              (c)    Tenant shall have the option to increase the size of the
       Premises by up to four (4) full floors of the Building by giving notice
       to Landlord of Tenant's decision to lease such space on or before January
       1, 2001 (the "Four Floor Option").

              (d)    To the extent Tenant has not exercised it option with
       respect to subparagraph (c) above, Tenant shall have the option to
       increase the size of the Premises



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<PAGE>   74

       by up to three (3) full floors of the Building by giving notice to
       Landlord of Tenant's decision to lease such space on or before March 1,
       2001 (the "Three Floor Option").

              (e)    To the extent Tenant has not fully exercised its options
       with respect to subparagraphs (c) and (d), Tenant shall have the option
       to increase the size of the Premises by up to two (2) full floors of the
       Building by giving notice to Landlord of Tenant's decision to lease such
       space on or before May 1, 2001 (the "Two Floor Option").

              (f)    To the extent Tenant has not fully exercised its options
       with respect to subparagraphs (c), (d) and (e), Tenant shall have the
       option to increase the size of the Premises by up to one (1) full floor
       of the Building by giving notice to Landlord of Tenant's decision to
       lease such space on or before August 1, 2001 (the "One Floor Option").

              (g)    The Commencement Date of the Term of the Lease with respect
       to any Adjustment Area shall be determined in accordance with schedule
       attached hereto as Exhibit B-5. Landlord shall not be subject to any of
       the delay penalties described in Section 3.3 hereof for Landlord's
       failure to deliver any Adjustment Area by the dates provided therein.

              (h)    Any space on a floor of the Building not leased by Tenant
       as part of the Adjustment Area shall be of a shape, size and location
       which Landlord, in Landlord's reasonable discretion, considers to be
       reasonably marketable. If Landlord determines such space is not
       reasonably marketable, Landlord shall notify Tenant within ten (10)
       business days of its receipt of Tenant's exercise notice under this
       Section 33, and Tenant and Landlord shall thereafter cooperate in good
       faith to reconfigure the Adjustment Area so that such remaining space on
       such floor not leased by Tenant is reasonably marketable.

34.    OPTION TO DEFER DELIVERY.

       Tenant shall have the right, at Tenant's sole option, to defer delivery
       of up to one (1) full floor of the Premises or the Adjustment Area until
       January 1, 2003. Such option must be exercised by Tenant on or before
       August 1, 2001. If Tenant exercises such option, then the following
       provisions shall apply to the lease of the space for which delivery has
       been so deferred (the "Deferred Space"):

              (a)    The commencement date of the term of the lease of such
       Deferred Space shall be January 1, 2003 (such date being herein referred
       to as the "Deferred Space Commencement Date"), subject to the provisions
       of Section 3.3 of this Lease and provided Landlord provides Tenant with
       access to the Deferred Space for construction purposes at least 120 days
       prior to said date. Tenant's obligation to pay Rent under this Lease with
       respect to the Deferred Space shall commence upon the Deferred Space
       Commencement Date.



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<PAGE>   75

              (b)    Tenant's Leasehold Improvement Allowance for Leasehold
       Improvements with respect to such Deferred Space only shall be
       Twenty-Five and 57/100 Dollars ($25.57) per rentable square foot of such
       Deferred Space.

              (c)    The Deferred Space must be wholly contiguous unto itself.

              (d)    From and after the Deferred Space Commencement Date,
       Tenant's lease of the Deferred Space shall be in accordance with all of
       the terms and conditions of this Lease as then and thereafter in effect

              (e)    If Landlord has not completed Tenant's Leasehold
       Improvements to the Deferred Space, Tenant will complete Tenant's
       Leasehold Improvements pursuant to plans and specifications approved by
       Landlord (which approval shall not be unreasonably withheld, conditioned
       or delayed) and the provisions of Section 9.1 of this Lease.

35.    STORAGE SPACE.

       Provided this Lease is in full force and effect and no Default remains
       uncured beyond any applicable notice and cure period, Tenant shall have
       the option of leasing up to 880 rentable square feet of storage space
       ("Storage Space") in the Building pursuant to a separate license
       agreement for a term coterminous with this Lease. The rental rate for
       such storage space shall be $15.00 per rentable square foot of Storage
       Space for the first Lease Year, with such rental rate increasing three
       percent (3%) per Lease Year thereafter.

36.    SUPPLEMENTAL LEASEHOLD IMPROVEMENT ALLOWANCE.

       Landlord hereby grants Tenant the option to receive a supplemental
       leasehold improvement allowance (hereinafter referred to as the
       "Supplemental Tenant Leasehold Allowance") in an amount up to FIVE
       HUNDRED THOUSAND NO/100 DOLLARS ($500,000.00). The Supplemental Leasehold
       Improvement Allowance shall be paid by Landlord to Tenant in the same
       manner, and subject to the same conditions, as provided for the payment
       or application of the Tenant Leasehold Improvement Allowance. Upon
       written request from Tenant, Landlord shall advance such Supplemental
       Leasehold Improvement Allowance (or such amount thereof so requested)
       prior to the thirtieth (30th) day after the date of such request. Tenant
       hereby agrees to pay to Landlord, without offset, deduction or
       counterclaim of any kind, except as otherwise expressly provided in this
       Lease, a monthly amount of Rent sufficient to repay to Landlord the
       Supplemental Leasehold Improvement Allowance advanced to or on behalf of
       Tenant in its entirety, together with simple interest at the rate of
       twelve percent (12%) per annum on the unpaid balance thereof outstanding
       from time to time (hereinafter referred to as the "Supplemental
       Improvement Rent"). The Supplemental Improvement Rent shall be due and
       payable in equal installments on the first day of each month commencing
       on the first (1st) day of the first calendar month beginning on or after
       the Commencement Date, through and including August 1, 2011. For example,
       if Tenant receives disbursement of the entire Supplemental Leasehold
       Improvement Allowance and the Commencement Date is September 1, 2001, the
       monthly installment of the



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       Supplemental Improvement Rent due each month as aforesaid shall be
       $17,102.52. Failure by Tenant to pay any monthly installment of the
       Supplemental Improvement Rent shall be deemed, for purposes of this
       Lease, as a failure to pay Rent due under this Lease.

37.    Y2K COMPLIANCE.

       Landlord shall be responsible for Year 2000 compliance of all services
       furnished by Landlord to Tenant pursuant to this Lease. If Landlord
       obtains actual knowledge that any of those services are not Year 2000
       compliant, Landlord shall promptly take such measures as are appropriate
       to cause those services to become Year 2000 compliant, but Landlord shall
       have no obligations with respect to any failure of its services that
       arise because third party systems not under its control are not Year 2000
       compliant.

38.    LEASING RESTRICTIONS.

       Landlord hereby agrees that, during the Term of this Lease, any other
       space leased by Landlord to third party tenants in the Building shall not
       be used for (i) the offices or business of a federal, state or local
       governmental or quasi-governmental bureau, department or agency; or (ii)
       the conduct or maintenance of any gambling or gaming activities or any
       political activities or any club activities, or a school (other than
       training of tenant's employees, customers or vendors in the ordinary
       course of any such tenant's business) or employment or placement agency
       (other than as conducted in the ordinary course of a tenant's business).

39.    DINING FACILITY.

       During the Term of this Lease, including any renewal or extension terms,
       provided that (i) Tenant is not in default of any of the terms or
       conditions of this Lease, and (ii) either Tenant, or its Permitted
       Transferee, is in occupancy of at least 85% of the Premises or total
       occupancy of the Building is at least fifty percent (50%), Landlord shall
       use commercially reasonable efforts to lease not less than 1,500 rentable
       square feet in the Building to a food vendor. "Commercially reasonable
       efforts" shall mean, without limitation, that Landlord shall not be
       required to accept less than a market rent for a sandwich shop as
       provided in other first class (Class A) office buildings in the Buckhead,
       Atlanta, Georgia market area, or provide greater than market incentives
       or concessions provided to similar tenants in such market area, nor shall
       Landlord be required to accept a tenant with inadequate credit or
       operational skills. Landlord shall not be responsible for the quality of
       such tenant's operation.

40.    HEALTHCLUB

       Landlord agrees to provide a Health Club facility in the Office Tower at
       no charge (except as an Expense) during the Term of this Lease,
       commencing on the Commencement Date. The type of Health Club facilities
       furnished will be consistent with an exercise room containing
       approximately 3,000 square feet with men's and women's restrooms
       containing showers and lockers and containing certain equipment which may
       be utilized for individual workouts.

41.    CONSENTS AND APPROVALS.



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       Wherever in this Lease Landlord or Tenant has agreed not to unreasonably
       delay its consent or approval, such party shall be deemed to have
       consented or approved to such matter submitted to it for its consent or
       approval if such party fails to grant or withhold such consent or
       approval by notice to the other party within fifteen (15) days after such
       request for consent or approval is received from the other party.

42.    UNRESTRICTED SUPPLEMENTAL ALLOWANCE

       On the Commencement Date, Landlord shall pay to Tenant a supplemental
       allowance, in addition to any other allowance provided for in this Lease,
       in the amount of TWO HUNDRED TWENTY-FIVE THOUSAND AND NO/100 DOLLARS
       ($225,000.00), which Tenant may use for any purpose. If such supplemental
       allowance is not paid in full to Tenant on the Commencement Date, Tenant
       shall have its offset rights under Section 21.2 with respect to any
       delinquent amount and interest thereon from the Commencement Date at the
       rate prescribed in Section 4.4

                     --Signatures appear on following page--












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<PAGE>   78




       Having read and intending to be bound by the terms and provisions of this
       Lease, Landlord and Tenant have signed it as of the Date.

       TENANT:                                   LANDLORD:
       SECURITY FIRST TECHNOLOGIES,              SOLANO ASSOCIATES, a California
       INC., a Kentucky corporation              limited partnership
                                                 By: TrizecHahn Centers Inc., a
                                                 California corporation


       By:  /s/ DH Drechsel                      By:  /s/ Robert R. Stubbs
            -------------------------------          ---------------------

       Name:  DH Drechsel                        Name: Robert R. Stubbs
            -------------------------------

       Title:   COO                              Title: Assistant Secretary
              -----------------------------


       By:  /s/ Robert Stockwell                 By:  /s/ Antonio A. Bismonte
            ----------------------                  -------------------------

       Name:      Robert Stockwell               Name: Antonio A. Bismonte
             ------------------------------

       Title:     CFO                            Title: Senior Vice President
              -----------------------------











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STATE OF     Georgia          )
         ---------------------
                              )    .ss.
COUNTY OF    Fulton           )
         ---------------------

This Lease Agreement was acknowledged before me this 18th day of Feb. , 2000, by
Daniel H. Drechsel as COO and Robert F. Stockwell as CFO of Security First
Technologies, Inc. .

WITNESS my hand and official seal.

             Miclene A. DiAntonio
             Notary Public, Fulton County, Georgia
             My Commission Expires April 30, 2003

                                                   /s/Miclene A. DiAntonio
                                                 --------------------------
                                                 Notary Public

My commission expires:  8-30-03        .
                      -----------------



STATE OF GEORGIA              )
                              )     ss.
COUNTY OF FULTON              )

This Lease Agreement was acknowledged before me this 23rd day of
February , 2000 by Robert R. Stubbs as Assistant Secretary of
TrizecHahn Centers Inc.

WITNESS my hand and official seal.


                                               /s/Heather M. Crain
                                               --------------------------
                                               Notary Public


                              Notary Public, Cherokee County, Georgia
My commission expires:        My Commission Expires Mar. 17, 2003.
                              -----------------------------------









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<PAGE>   80





STATE OF ILLINOIS             )
                              )     ss.
COUNTY OF COOK                )

This Lease Agreement was acknowledged before me this 24th day of
February, 2000 by Antonio A. Bismonte as Senior Vice President of
TrizecHahn Centers Inc.

WITNESS my hand and official seal.


                                                  /s/ Peggy Sue Hennig
                                                --------------------------
                                                Notary Public


                        OFFICIAL SEAL
                        PEGGY SUE HENNIG
                        Notary Public, State of Illinois
My commission expires:  My Comission Expires 1-13-02
                       ----------------------------------







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