<PAGE>

                                                                   Exhibit 10.38
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                  OFFICE LEASE



                                     BETWEEN



                        KINGSTON ATLANTA PARTNERS, L.P.,
                         A DELAWARE LIMITED PARTNERSHIP,
                                    LANDLORD


                                       AND


                          MINDSPRING ENTERPRISES, INC.,
                             A DELAWARE CORPORATION,
                                     TENANT



                                NOVEMBER 16, 1999


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


<PAGE>


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

                                  LEASE SUMMARY

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


DATE:                             November 16, 1999

LANDLORD:                         Kingston Atlanta Partners, L.P., a Delaware
                                  limited partnership

TENANT:                           MindSpring Enterprises, Inc., a Delaware
                                  corporation

PREMISES AND
FLOOR(S):                         Terrace Level, 1st, 2nd, 3rd, 4th, 5th, 6th
         [SECTION 1.1(b)]         and 7th floors*


<TABLE>
<CAPTION>
                                                                     OPTION A            OPTION B
AREA OF THE PREMISES:             FLOOR(S)       USABLE AREA       RENTABLE AREA       RENTABLE AREA
        [SECTION 1.2]             --------       -----------       -------------       -------------
<S>                               <C>               <C>               <C>                <C>
                                  TERRACE           10,943             12,584             12,584
                                     1              35,057             40,316             40,314
                                     2              48,587             52,446             53,446
                                     3*             48,209             26,200             53,030
                                     4*             48,209             26,200             53,030
                                     5*             48,209             53,030             26,200
                                     6*             23,818             26,200             26,200
                                     7*             23,818             26,200               -0-
                                                                      -------            -------
        TOTAL                                                         264,174            264,804
                                                                      =======            =======
</TABLE>


*   A portion of the seventh (7th) floor (7 South) and a portion of the fifth
    (5th) floor (5 North) will be leased by Tenant only if space takedown Option
    A is implemented as provided in Section 1.1(b) of this Lease. A portion of
    the third (3rd) floor (3 North) and a portion of the fourth (4th) floor (4
    North) will be leased by Tenant only if space takedown Option B is
    implemented as provided in Section 1.1(b) of the Lease. Notwithstanding
    anything in this Lease to the apparent contrary, Tenant has agreed to lease
    from Landlord, and Landlord has agreed to lease to Tenant, in accordance
    with the terms of this Lease, not less than 264,174 square feet of Rentable
    Area on the schedule set forth below under the heading "Occupancy and
    Delivery Date Schedule."

RENTABLE AREA OF THE BUILDING:    383,397 square feet
         [SECTION 1.3(a)]

METHOD OF MEASUREMENT

OF USABLE AREA:                   ANSI/BOMA Z65.1-1996

TENANT'S PERCENTAGE SHARE:        68.9% (Option A)*
         [SECTION 1.3(b)]         69.1% (Option B)*

LEASE TERM:                       Seven (7) years, Seven (7) months,
         [SECTION 2.1]            twenty-two (22) days


                                       ii

<PAGE>


COMMENCEMENT DATE:                December 10, 1999
         [SECTION 2.1]

EXPIRATION DATE:                  July 31, 2007
         [SECTION 2.1]

OCCUPANCY AND DELIVERY DATE SCHEDULE:

<TABLE>
<CAPTION>

                                                               BASE RENTAL
PREMISES                  DELIVERY DATE    OCCUPANCY DATE    COMMENCEMENT DATE    APPROXIMATE RSF
--------                  -------------    --------------    -----------------    ---------------
<S>                        <C>                <C>            <C>                    <C>
PHASE 1:
 Terrace Level             12/10/99           12/10/99              08/01/00          2,257 RSF
 Print Shop                01/01/00           02/01/00              08/01/00         10,327 RSF
 1 North (partial)            *               02/01/00              08/01/00         17,973 RSF

PHASE 2:
 2 North (Partial)         02/15/00           05/01/00              08/01/00         17,276 RSF
 2 North (balance)         08/01/00           11/01/00              11/01/00          9,980 RSF

PHASE 3:
     1 South               04/01/00           08/01/00              08/01/00         22,341 RSF
     2 South               04/01/00           08/01/00              08/01/00         26,190 RSF
     3 South               04/01/00           08/01/00              08/01/00         26,200 RSF

PHASE 4:
  4 South                  09/01/00           01/01/01              01/01/01         26,200 RSF
  5 South                  09/01/00           01/01/01              01/01/01         26,200 RSF
  6 South                  09/01/00           01/01/01              01/01/01         26,200 RSF

PHASE 5 (OPTION A):
  7 South                  10/01/01           02/01/02              02/01/02         26,200 RSF
  5 North                  10/01/01           02/01/02              02/01/02         26,830 RSF

PHASE 5 (OPTION B):
  3 North                  10/01/01           02/01/02              02/01/02         26,830 RSF
  4 North                  10/01/01           02/01/02              02/01/02         26,830 RSF

                                                             TOTAL: OPTION A         264,174 RSF
                                                                    OPTION B         264,804 RSF
                                                                                     -----------
                                                                                     -----------

</TABLE>


*   Three (3) weeks after lease execution

BASE RENTAL:
         [SECTION 3.1]

<TABLE>
<CAPTION>


        PORTION               RSF OF             ANNUAL BASE       ANNUAL BASE      MONTHLY BASE
        OF LEASE TERM         THE PREMISES       RENTAL/RSF        RENTAL           RENTAL
        -------------         ------------       ----------        ------           ------
<S>                           <C>                  <C>               <C>              <C>
        12/10/99 - 01/31/00    2,257               -0-               -0-              -0-

        02/01/00 - 04/30/00   30,557               -0-               -0-              -0-

</TABLE>


                                      iii

<PAGE>


<TABLE>
<CAPTION>


        PORTION               RSF OF             ANNUAL BASE       ANNUAL BASE      MONTHLY BASE
        OF LEASE TERM         THE PREMISES       RENTAL/RSF        RENTAL           RENTAL
        -------------         ------------       ----------        ------           ------
<S>                           <C>                <C>               <C>                <C>
        05/01/00 - 07/31/00    47,833              -0-               -0-               -0-

        08/01/00 - 10/31/00   122,564              $12.85            $1,574,947.40     $131,245.62

        11/01/00 - 12/31/00   132,544              $12.85            $1,703,190.40     $141,932.53

        01/01/01 - 07/31/01   211,144              $12.85            $2,713,200.40     $226,100.03

        08/01/01 - 01/31/02   211,144              $13.24            $2,795,546.56     $232,962.21

</TABLE>


<TABLE>
<CAPTION>


                    PORTION               RSF OF             ANNUAL BASE       ANNUAL BASE      MONTHLY BASE
                    OF LEASE TERM         THE PREMISES       RENTAL/RSF        RENTAL           RENTAL
                    -------------         ------------       ----------        ------           ------
<S>                 <C>                    <C>               <C>                <C>              <C>

OPTION A:

                    02/01/02 - 07/31/02     264,174           $13.24            $3,497,663.76    $291,471.98

                    08/01/02 - 07/31/03     264,174           $13.65            $3,605,975.10    $300,497.93

                    08/01/03 - 07/31/04     264,174           $14.04            $3,709,002.96    $309,083.58

                    08/01/04 - 07/31/05     264,174           $14.46            $3,819,956.04    $318,329.67

                    08/01/05 - 07/31/06     264,174           $14.90            $3,936,192.60    $328,016.05

                    08/01/06 - 07/31/07     264,174           $15.35            $4,055,070.90    $337,922.58

OPTION B:

                    02/01/02 - 07/31/02     264,804           $13.24            $3,506,004.96    $292,167.08

                    08/01/02 - 07/31/03     264,804           $13.65            $3,614,574.60    $301,214.55

                    08/01/03 - 07/31/04     264,804           $14.04            $3,717,848.16    $309,820.68

                    08/01/04 - 07/31/05     264,804           $14.46            $3,829,065.84    $319,088.82

                    08/01/05 - 07/31/06     264,804           $14.90            $3,945,579.60    $328,798.30

                    08/01/06 - 07/31/07     264,804           $15.35            $4,064,741.40    $338,728.45

</TABLE>


COMMITMENT DEPOSIT:               N/A
         [SECTION 3.4]

SECURITY DEPOSIT:                 N/A
         [SECTION 3.5]

USE:                              General and professional office use.
         [SECTION 5.1]


                                       iv

<PAGE>


TENANT'S BROKER AND               The Staubach Company Southeast, Inc.
         ADDRESS FOR              3424 Peachtree Road, Suite 1650
         NOTICES:                 Atlanta, Georgia  30326
         [SECTION 9.1]            Attn: Barbara Jeanneret

TENANT'S ADDRESS FOR NOTICES:     MindSpring, Inc.
         [SECTION 9.2(A)]         1430 West Peachtree Street, Suite 400
                                  Atlanta, Georgia 30309
                                  Attn:  Kim Adamson

              With a copy to:     Holland & Knight LLP
                                  One Atlantic Center, Suite 2000
                                  1201 West Peachtree Street, N.E.
                                  Atlanta, Georgia 30309-3400
                                  Facsimile: (404) 791-0470
                                  Attn: Robert J. Augustine, Esq.

LANDLORD'S ADDRESS FOR            Kingston Atlanta Partners, L.P.
         NOTICES:                 c/o Barry Real Estate Companies, Inc.
         [SECTION 9.2(A)]         50 Glenlake Parkway, Suite 520
                                  Atlanta, Georgia 30328
                                  Facsimile: (770) 395-0069
                                  Attn: Building Manager

               With a copy to:    Kingston Atlanta Partners, L.P.
                                  c/o RB Management
                                  645 Fifth Avenue
                                  New York, New York 10022
                                  Facsimile:  (212) 848-0298
                                  Attn:  B.J. Hoppe

   With an additional copy to:    Sutherland, Asbill & Brennan
                                  999 Peachtree Street
                                  Atlanta, Georgia  30339
                                  Facsimile:  (404) 853-8806
                                  Attn: Alfred G. Adams, Jr., Esq.

    And an additional copy to:    Parker, Hudson, Rainer & Dobbs LLP
                                  285 Peachtree Center Avenue, Suite 1500
                                  Atlanta, Georgia 30303
                                  Facsimile:  (404) 522-8409
                                  Attn:  Kenneth H. Kraft

PARKING SPACES:                   4.0 unreserved spaces for each 1,000 square
         [SECTION 9.15]           feet of Rentable Area of the Premises up to a
                                  maximum of 94,000 square feet of Rentable Area
                                  of the Premises; for Rentable Area of the
                                  Premises in excess of 94,000 square feet,
                                  additional unreserved spaces will be provided
                                  to the extent necessary to provide not less
                                  than 3.5 unreserved spaces per 1,000 square
                                  feet of Rentable Area of the entire Premises,
                                  on average, up to a maximum of 264,000 square
                                  feet. For example, if the total Rentable Area
                                  of the Premises is 200,000 square feet
                                  (including the original 94,000 square feet
                                  leased), Landlord will provide 700 unreserved
                                  parking spaces.

LANDLORD'S ALLOWANCE:             The following amounts with respect to the
         [EXHIBIT "C" AND         Phases of the Premises:
         SECTION 3.02]
                                  Phase 1       None
                                  Phase 2       None
                                  Phase 3       $18.00 per square foot of
                                                Rentable Area
                                  Phase 4       $18.00 per square foot of
                                                Rentable Area
                                  Phase 5       $18.00 per square foot of
                                                Rentable Area


                                       v

<PAGE>


                                  OFFICE LEASE

                                TABLE OF CONTENTS

<TABLE>
<S>                                                           <C>
I.       PREMISES AND OTHER DEFINITIONS.........................1
   1.1   PREMISES...............................................2
   1.2   AREA OF THE PREMISES AND BUILDING......................2
   1.3   TENANT'S PERCENTAGE SHARE..............................3
   1.4   "OPERATING EXPENSES....................................4
   1.5   "PRIME RATE............................................7
   1.6   "PROPERTY TAXES........................................7

II.      TERM, ASSIGNMENT AND SUBLETTING........................7
   2.1   TERM...................................................7
   2.2   TENANT ACCEPTANCE AGREEMENT............................9
   2.3   REMOVAL OF TENANT'S PERSONAL PROPERTY..................9
   2.4   HOLDING OVER...........................................9
   2.5   ASSIGNMENT AND SUBLEASING.............................10
   2.6   TRANSFER OF TENANTS...................................14

III.     RENT AND DEPOSITS.....................................15
   3.1   BASE RENTAL...........................................15
   3.2   RENTAL ADJUSTMENT.....................................15
   3.3   OPERATING EXPENSES AND PROPERTY TAXES.................15
   3.4   COMMITMENT DEPOSIT....................................17
   3.5   SECURITY DEPOSIT......................................17
   3.6   PAYMENTS..............................................17
   3.7   RENT FOR PARTIAL MONTHS...............................17

</TABLE>


<PAGE>


<TABLE>
<S>                                                           <C>
IV.      PREPARATION, MAINTENANCE AND REPAIR OF PREMISES.......18
   4.1   PREPARATION OF THE PREMISES...........................18
   4.2   REPAIRS BY TENANT.....................................20
   4.3   REPAIRS BY LANDLORD...................................20
   4.4   ALTERATIONS BY TENANT.................................21
   4.5   DISCHARGE OF LIENS....................................21
   4.6   DAMAGE AND DESTRUCTION................................22
   4.7   EMINENT DOMAIN........................................24
   4.8   REPORTS OF DEFECTS....................................25
   4.9   LANDLORD'S RIGHT TO ENTER PREMISES....................25

V.       USE AND SERVICES......................................25
   5.1   USE...................................................25
   5.2   SERVICES..............................................26

VI.      COMPLIANCE WITH LAWS..................................29
   6.1   TENANT'S COMPLIANCE WITH LAWS.........................29
   6.2   RENT CONTROL..........................................29
   6.3   BUILDING ALTERATIONS..................................30
   6.4   TAXES PAYABLE BY TENANT...............................30

VII.     INSURANCE, LIABILITY AND INDEMNIFICATION..............30
   7.1   INSURANCE.............................................30
   7.2   WAIVER OF SUBROGATION AND RELEASE.....................31
   7.3   INDEMNITY.............................................32
   7.4   LIABILITY OF LANDLORD.................................33
   7.5   LIMITATION OF LIABILITY...............................34

VIII.    EVENT OF DEFAULT AND RELATED REQUIREMENTS.............34
   8.1   DEFAULT AND REMEDIES..................................34
   8.2   INSOLVENCY OR BANKRUPTCY..............................40

</TABLE>


                                       ii

<PAGE>


<TABLE>
<S>                                                           <C>
   8.3   LATE PAYMENTS.........................................40
   8.4   ATTORNEYS' FEES FOR COLLECTION........................40
   8.5   WAIVER OF HOMESTEAD...................................40
   8.6   NO WAIVER OF RIGHTS...................................41
   8.7   LANDLORD'S DEFAULTS...................................41

IX.      MISCELLANEOUS PROVISIONS..............................42
   9.1   BROKER................................................42
   9.2   ADDRESSES AND NOTICES.................................42
   9.3   ENTIRE AGREEMENT AND EXHIBITS.........................43
   9.4   SUBORDINATION AND ATTORNMENT..........................43
   9.5   ESTOPPEL CERTIFICATE..................................45
   9.6   SEVERABILITY..........................................45
   9.7   CAPTIONS..............................................45
   9.8   SUCCESSORS AND ASSIGNS................................45
   9.9   GEORGIA LAW...........................................46
   9.10  TIME IS OF THE ESSENCE................................46
   9.11  EXECUTION.............................................46
   9.12  FORCE MAJEURE.........................................46
   9.13  MULTIPLE TENANTS......................................46
   9.14  MUTUAL WARRANTY OF AUTHORITY..........................46
   9.15  PARKING RIGHTS........................................47
   9.16  NO RECORDATION OF LEASE...............................47
   9.17  HAZARDOUS SUBSTANCES..................................48
   9.18  NAMES.................................................49
   9.19  SHARED COMMUNICATIONS SERVICES........................49
   9.20  OWNERSHIP AND MANAGEMENT DISCLOSURE...................50
   9.21  EFFECT OF LEASE TERMINATION...........................50
   9.22  SPECIAL STIPULATIONS..................................50

</TABLE>


                                      iii

<PAGE>


                                       iv

<PAGE>


                              SCHEDULE OF EXHIBITS

EXHIBIT "A":            Floor Plan(s)

EXHIBIT "B":            Tenant Acceptance Agreement

EXHIBIT "C":            Tenant Improvement Agreement

ATTACHMENT "C-1":       Base Building Condition

ATTACHMENT "C-2":       Construction Rules and Regulations

ATTACHMENT "C-3":       Approved Contractors

EXHIBIT "D":            Rules and Regulations

EXHIBIT "E":            Special Stipulations

EXHIBIT "F":            Arbitration Rules

EXHIBIT "G":            Janitorial Specifications

EXHIBIT "H":            Acceptable Off-Site Parking Area

EXHIBIT "I":            Building Renovation Plans

EXHIBIT "J":            Operating Expense Exclusions

EXHIBIT "K":            Form of Nondisturbance Agreement


                                       v

<PAGE>


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

                                  OFFICE LEASE

         THIS LEASE AGREEMENT (the "Lease"), dated as of November 16, 1999, made
by and between the undersigned Landlord and the undersigned Tenant;

                        W I T N E S S E T H   T H A T:
                        ------------------------------

         Landlord, for and in consideration of the rents, covenants, agreements,
and stipulations herein contained, to be paid, kept, and performed by Tenant,
has leased and rented, and by these presents hereby leases and rents unto
Tenant, and Tenant hereby leases upon the terms and conditions herein contained,
the Premises described in Section 1.1(b) below, with no easement for light or
air included in the Premises. This Lease shall create the relationship of
landlord and tenant between Landlord and Tenant; no estate shall pass out of
Landlord, and Tenant has only a usufruct which is not subject to levy and sale.
So long as Tenant shall observe and perform the covenants and agreements binding
on it hereunder and subject to the terms and provisions hereof, Tenant shall at
all times during the Lease Term peacefully and quietly have and enjoy possession
of the Premises.

         This Lease shall be applied and construed in a commercially reasonable
manner. Whenever herein the consent, approval or concurrence of either Landlord
or Tenant shall be required for action or forbearance by the other party, it is
agreed that such consent, approval or concurrence shall not be unreasonably
withheld, delayed or conditioned, except as to matters specified as being in the
"sole discretion" of the party from which the consent, approval or concurrence
is required. Such specific discretionary consent, approval or concurrence may be
withheld, delayed or conditioned without regard to any standard of
reasonableness.


                                       I.

                         PREMISES AND OTHER DEFINITIONS

         Unless the context otherwise specifies or requires, the following terms
shall have the meanings herein specified:

         1.1  PREMISES. Terms used in defining Premises are:


<PAGE>


              (a)  The term "Building" shall mean Pershing Point
         Plaza, located at 1375 Peachtree Road, N.E., Atlanta, Georgia 30309
         which consists of an office building with a Terrace Level and seven (7)
         floors of office space.

              (b)  The term "Premises" shall mean that portion of the
         Building located on the floors of the Building specified in the Lease
         Summary, which portion is shown on the floor plan(s) attached hereto as
         EXHIBIT "A". Landlord and Tenant acknowledge that the location of the
         space to be leased to Tenant as Phase 5 will be determined by whether
         or not an existing tenant of the Building, Benefit Services
         Corporation, a Georgia corporation or its successors or assignees
         ("BSC"), renews its lease for a term extending beyond the existing
         expiration date of such term, which is August 31, 2001. If Landlord and
         BSC renew the BSC lease, then Phase 5 shall be the space shown as
         Option A in the Lease Summary. If Landlord and BSC do not renew the
         lease of its space, then Phase 5 shall be the space shown as Option B
         in the Lease Summary. Landlord shall advise Tenant of which option will
         apply to Tenant's lease of Phase 5 under this Lease after the deadline
         by which BSC must exercise its option to renew its lease under the
         terms of its existing lease of space in the Building. Notwithstanding
         anything in this Lease to the apparent contrary, Tenant has agreed to
         lease from Landlord, and Landlord has agreed to lease to Tenant, in
         accordance with the terms of this Lease, not less than 264,174 square
         feet of Rentable Area on the schedule set forth in the Lease Summary
         under the heading "Occupancy and Delivery Date Schedule."

              (c)  Upon any expansion or contraction of the Premises
         pursuant to the terms of this Lease or other agreement of the parties,
         the term "Premises" shall be deemed to apply to such space as adjusted
         by such expansion or contraction.

         1.2  AREA OF THE PREMISES AND BUILDING. Terms used in defining the
area of the Premises and the Building are:

              (a)  The "Rentable Area" of the Premises and the Building for
         all purposes of this Lease shall be the agreed quantity of square
         footage so designated in the Lease Summary. The "Rentable Area" of any
         space on any multi-tenant floor of the Building shall be determined by
         multiplying the Usable Area of such space by a factor of 1.15 and the
         "Rentable Area" of any space on any floor of the Building leased
         entirely to a single tenant shall be determined by multiplying the
         Usable Area of such space by a factor of 1.10.

              (b)  The "Usable Area" of the Premises and of the Building
         for all purposes of this Lease shall be the "usable area" thereof
         determined pursuant to the Standard Method for Measuring Floor Area in
         Office Buildings (ANSI/BOMA Z65.1-1996 (the "BOMA Standards"). For
         purposes of the foregoing, "Usable Area" shall not include sill areas,
         porches, areas under roof line overhangs, areas devoted to Building
         standard mechanical rooms, Building standard bathrooms (other than
         private bathrooms), Building standard electrical room, Building
         standard telephone


                                       2

<PAGE>


         equipment rooms, Building standard stairwells, fire towers, Building
         standard elevator shafts, Building standard flues, vents, stacks, pipes
         and pipe shafts, Building standard vertical shafts and ducts and other
         similar areas that are part of the Base Building Condition or their
         enclosing walls.

              (c)  Landlord and Tenant acknowledge that the Rentable Areas
         of the Premises and the Building as set forth in the Lease Summary are
         estimates only, and that after delivery of each Phase of the Premises
         (as defined in Section 2.1 below), Landlord will cause the architect of
         record for the Building to measure the Usable Area of such Phase of the
         Premises in accordance with the BOMA Standards. Tenant shall have ten
         (10) days after receipt of such certification to independently verify
         the calculations of Landlord's architect and to notify Landlord of any
         objection thereto; if Tenant fails to notify Landlord of any such
         objections within such ten (10) day period, then the certification of
         Landlord's architect shall be deemed confirmed by Tenant and binding on
         both parties hereto. If Landlord and Tenant are unable to agree upon
         the Usable Area of any Phase of the Premises or any other portion of
         the Building, either party may submit the subject matter of their
         dispute to binding arbitration by the American Arbitration Association
         office in Atlanta, Georgia in accordance with the rules thereof. After
         Landlord's architect certifies its calculation of the Usable Area of a
         Phase of the Premises and Tenant has confirmed, or is deemed to have
         confirmed, such calculation, Landlord and Tenant agree, at Landlord's
         option, to enter into an amendment to this Lease confirming the Usable
         Area and the Rentable Area of such Phase of the Premises and the
         Building. Furthermore, all calculations set forth in the Lease based on
         the area of the Premises, including, without limitation, Base Rental,
         Tenant's Percentage Share and Landlord's Allowance for Tenant
         Improvement Costs, shall be adjusted based on the Rentable Area of the
         Premises and the Building certified by Landlord's architect.

         1.3  TENANT'S PERCENTAGE SHARE. "Tenant's Percentage Share" means and
shall be equal to the percentage stated in the Lease Summary. Landlord and
Tenant acknowledge that Tenant's Percentage Share has been obtained by dividing
the Rentable Area of the Premises by ninety-five percent (95%) of the agreed
Rentable Area of the Building, and multiplying the quotient by 100. In the event
Tenant's Percentage Share is changed during a calendar year by reason of a
change in the Rentable Area of the Premises (for example, by reason of the
occurrence of the Occupancy Date for any Phase of the Premises, as set forth in
the Lease Summary) or the Rentable Area of the Building, Tenant's Percentage
Share shall thereafter mean the result obtained by using the revised Rentable
Area in the foregoing formula. If the Tenant's Percentage Share changes during a
calendar year, Tenant's Percentage Share for the calendar year shall be
determined on the basis of the number of days during such calendar year at each
percentage share.

         1.4  "OPERATING EXPENSES" shall mean all costs paid or incurred by
Landlord in the management, operation, maintenance, repair and security of the
Building and related amenities in a prudent, businesslike and commercially
reasonable manner, including, without limitation, the following:

              (a)  Costs and expenses for the maintenance and repair of the
         Building and the personal property used in connection therewith,
         including, without limitation, (i) the heating, ventilating, and air
         conditioning equipment, (ii) plumbing


                                       3

<PAGE>


         and electrical systems, (iii) light bulbs and glass, including
         replacement thereof, and (iv) elevators.

              (b)  Cleaning and janitorial costs and expenses, including
         window cleaning expenses, for the Building.

              (c)  Landscaping and grounds maintenance costs and expenses.

              (d)  Utility costs and expenses including, without
         limitation, those for electricity and other fuels and forms of power or
         energy, water charges, sewer and waste disposal, which are not
         separately metered and borne by Tenant for its own use at its election.

              (e)  Costs and expenses of redecorating, repainting, and
         recarpeting the common areas of the Building; provided, however, that,
         except as specified in subsections (f) and (j) hereof, the costs of
         structural changes to the Building which should be capitalized in
         accordance with sound accounting principles shall not be allocated or
         charged to the Premises without Tenant's prior written approval.

              (f)  Amortization (calculated as hereinafter specified) of
         the costs of all repairs, alterations, additions, changes, replacements
         and other items required by any law or governmental regulation imposed
         after the date of this Lease, including structural changes, regardless
         of whether such costs, when incurred, are classified as capital
         expenditures under generally accepted accounting principles. With
         respect to the costs described in the immediately preceding sentence
         which are capital expenditures, the amount of such capital expenditure
         shall be amortized over the useful life of the capital improvement,
         with a reasonable salvage value, all as determined in accordance with
         generally accepted accounting principles, with interest at the same
         rate as Landlord is paying for the funds to finance the capital
         improvements (or if Landlord is not financing the costs, then 1% above
         the Prime Rate). For each calendar year during the Lease Term which is
         also within the useful life of the capital improvement, only that
         amortized amount (including interest), determined in accordance with
         foregoing, shall be included in Operating Expenses.

              (g)  Cost of wages and salaries of all persons engaged in the
         management, operation, maintenance, repair and security of the
         Building, and so-called fringe benefits, including social security
         taxes, unemployment insurance taxes, costs for providing coverage for
         disability benefits, costs of any pensions, hospitalization, welfare or
         retirement plans, or any other similar or like expense incurred under
         the provisions of any collective bargaining agreement, costs of
         uniforms, and all other costs or expenses which the Landlord pays to or
         on behalf of employees engaged in the management, operation,
         maintenance, repair and security of the Building. This item of
         Operating Expenses shall include, without limitation, expenses, fringe
         benefits and other compensation to management personnel to the extent
         reasonably and directly allocable to the management, operation
         maintenance, repair and security of the Building.


                                       4

<PAGE>


              (h)  Charges of any independent contractor which, under
         contract with the Landlord or its manager or representatives, does any
         of the work of operating, maintaining, repairing or providing security
         for the Building.

              (i)  Legal and accounting fees and expenses, including,
         without limitation, such fees and expenses related to seeking or
         obtaining reductions in and/or refunds of Property Taxes.

              (j)  Amortization over such period of time as Landlord shall
         reasonably determine with a reasonable salvage value, and, with
         interest at a rate per annum equal to the greater of (i) the Prime Rate
         plus two percentage points or (ii) the rate Landlord is paying for
         funds borrowed for the purpose of financing the capital improvements in
         question, of capital expenditures for capital improvements made by
         Landlord after completion of the Building where such capital
         improvements are for the purpose of, or result in, reducing Operating
         Expenses, but only to the extent such Operating Expenses have been so
         reduced.

              (k)  Landlord's insurance costs and expenses for all types of
         insurance carried by Landlord with respect to the Building, provided
         that such costs and expenses with respect to insurance coverage that is
         not substantially the same as the coverage in effect on January 1, 2001
         shall be included in Operating Expenses only to the extent such
         coverage is reasonable and customary for projects similar to the
         Building located in the Midtown, Atlanta, Georgia market area.

              (l)  Security service costs and expenses.

              (m)  Management fees and expenses (not to exceed three
         percent (3%) of the gross revenue collected from Tenants of the
         Building, their agents, employees or contractors, or otherwise received
         with respect to the Building and any appurtenant facilities).

              (n)  Property Taxes.

              (o)  Such other costs, fees and expenses paid by Landlord
         from time to time, in connection with the management, operation,
         maintenance, repair and security of the Building.

Operating Expenses shall not include (i) depreciation on the Building, (ii)
tenant improvement costs, (iii) real estate brokers' commissions, (iv) interest
and capital items other than those referred to above, (v) the cost of special
services rendered to a particular tenant of the Building, which are payable by
such tenant, (vi) costs and expenses associated with the repair of latent
defects in the construction of the Building (which, by way of illustration and
not limitation, shall not include repairs due to ordinary wear and tear), (vii)
increases in Property Taxes that are directly attributable to sale of the
Building, but such exclusion shall apply only if the Building were assessed at
its full fair market value prior to such sale, and (viii) those items set forth
in Exhibit "J" attached hereto and incorporated herein by this reference. If the
average occupancy level was less than ninety-five (95%) percent of the total
Rentable Area of the Building during a calendar year, the actual Operating
Expenses (exclusive of Property Taxes for this purpose only) for that


                                       5

<PAGE>


calendar year shall be adjusted to equal Landlord's reasonable estimate of
Operating Expenses had ninety-five (95%) percent of the total Rentable Area of
the Building been occupied. Landlord and Tenant acknowledge that certain of the
costs of management, operations, maintenance, repair and security of the
development from time to time shall be allocated among and shared by the owners
of two or more of the buildings in the development (including the Building). The
determination of such costs and their allocation shall be made by Landlord in
accordance with sound accounting principles. Accordingly, the term "Operating
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 other
buildings in the development but which are allocated to and shared by the
Building in accordance with the foregoing. Notwithstanding the foregoing, Tenant
understands and agrees that its rights to use other portions of the development
of which the Building is a part are those available to the general public and
that this Lease does not grant to it additional rights of use.

Landlord will use reasonable efforts to maintain Operating Expenses consistent
with the standards of other office buildings in the Midtown, Atlanta, Georgia
market area of similar age, size and use, and shall not utilize these Operating
Expense pass-throughs for anything other than a reimbursement for actual costs
incurred to operate the Building.

         1.5  "PRIME RATE" shall mean the rate of interest announced from time
to time by Wachovia Bank of Georgia, N.A. as its prime rate of interest. An
increase or decrease in the Prime Rate shall result in a corresponding increase
or decrease in the rate of interest being charged hereunder and shall take
effect on the day the increase or decrease in the Prime Rate is made effective.
In the event that Wachovia Bank of Georgia, N.A. shall abandon or abolish the
practice of publishing the Prime Rate, or should the same become
unascertainable, Landlord shall designate a comparable reference rate which
shall then be deemed to be the Prime Rate under this Lease.

         1.6  "PROPERTY TAXES" shall mean the following: (a) personal property
ad valorem taxes imposed upon the furniture, fixtures, machinery, equipment,
apparatus, systems, and appurtenances used in connection with the Building for
the operation thereof; (b) real estate ad valorem taxes, assessments, impact
fees, sewer charges and transit taxes; (c) private assessments against the
Building under any private regime, and annual or special assessments and other
levies made by a community improvement district or other public or quasi-public
authority; and (d) any other federal, state, or local governmental charge,
general, special, ordinary or extraordinary (but not including income or
franchise taxes or any other taxes imposed upon or measured by Landlord's income
or profits, unless the same shall be imposed in lieu of real estate ad valorem
taxes) which may now or hereafter be levied or assessed against the Building and
the land underlying the Building or the rents derived from the Building (in the
case of special taxes or assessments which may be payable in installments, only
the amount of installments paid during a calendar year shall be included in the
taxes for that year).


                                       II.

                         TERM, ASSIGNMENT AND SUBLETTING


                                       6

<PAGE>


         2.1  TERM.

              (a)  Tenant takes and accepts the Premises from Landlord in
         their present condition and as suited for the use intended by Tenant,
         except for such improvements as may be expressly provided for in
         Section 4.1(a), for the term described below (the "Lease Term"). The
         Lease Term shall commence on the date specified in the Lease Summary as
         the Commencement Date (the "Commencement Date"), and shall end at 6:00
         p.m. Atlanta local time on the date specified in the Lease Summary as
         the Expiration Date (the "Expiration Date").

              (b)  Landlord will deliver the Premises in phases (each a
         "Phase" and collectively, the "Phases"), with each Phase being
         delivered to Tenant pursuant to Section 4.1(a) by the "Delivery Date"
         stipulated for such Phase in the Lease Summary. The date upon which
         Tenant's obligation to pay Base Rental under this Lease with respect to
         a particular Phase is also as set forth in the Lease Summary as the
         "Base Rental Commencement Date" for such Phase (the "Base Rental
         Commencement Date"). Notwithstanding the foregoing, Tenant's obligation
         to pay Additional Rental and other charges under this Lease with
         respect to a particular Phase shall commence upon the date set forth in
         the Lease Summary as the "Occupancy Date" for such Phase. If for any
         reason whatsoever any particular Phase is not delivered to Tenant in
         the condition required pursuant to Section 4.1(a) below by the date
         stipulated in the Lease Summary as the "Delivery Date" for such Phase,
         this Lease shall not be void or voidable, nor shall Landlord be liable
         to Tenant for any resulting loss or damages. If Landlord is unable to
         deliver possession of such Phase by the Delivery Date for such Phase
         set forth in the Lease Summary for any reason other than delay caused
         by Tenant (including changes in the Drawings and Specifications), the
         Tenant shall not be obligated to pay Base Rental, Additional Rental or
         other charges under this Lease (other than costs for tenant
         improvements as provided in the Tenant Improvement Agreement) until a
         period has elapsed subsequent to the date such Phase is delivered to
         Tenant in the condition required by Section 4.1, which period is equal
         to the number of days between the scheduled Occupancy Date and the
         scheduled Delivery Date for such Phase as set forth in the Lease
         Summary; provided, however, that if Tenant occupies such Phase for the
         purpose of conducting business therefrom prior to expiration of such
         period, then Tenant's obligation to pay Base Rental, Additional Rental
         and other charges under this Lease shall commence on the first date of
         such occupancy. Furthermore, if Tenant is unable to occupy any Phase of
         the Premises because Tenant is unable to obtain a certificate of
         occupancy (or other documentation permitting legal occupancy) for
         such Phase on or after the Base Rental Commencement Date for such
         Phase, as set forth in the Lease Summary, which date for this
         purpose only shall be deferred by the number of days of delay due to
         force majeure (as described in Section 9.12) or delays caused by
         Tenant, and if the sole reason for Tenant being unable to obtain
         such certificate of occupancy (or other documentation permitting
         legal occupancy) for such Phase is any defect in the Base Building
         Condition (as that term is defined in Section 4.1) not caused by
         Tenant or its contractors in connection with the completion of
         Tenant's improvements to the Premises, then, in addition to the rent
         deferral described above, Tenant shall be entitled to a rent
         abatement equal to one (1) day of the Base Rental attributable to
         the portion of the Phase for which a certificate of occupancy (or
         other documentation

                                       7

<PAGE>


         permitting legal occupancy) has not issued for each day of such
         Landlord caused delay up to a maximum of thirty (30) days of delay, and
         after such thirty (30) day period, any continuing delay in Tenant's
         being able to take legal occupancy shall entitle Tenant to a rent
         abatement equal to two (2) days of the Base Rental attributable to the
         portion of the Phase for which a certificate of occupancy (or other
         documentation permitting legal occupancy) has not issued for each day
         of such continuing day of a Landlord caused delay beyond the first
         thirty (30) days of delay. Such deferral and rent abatement shall be
         Tenant's sole remedy for Landlord's failure to deliver possession of
         any Phase of the Premises. Except as aforesaid, no delay of possession
         shall operate to relieve Tenant of Tenant's obligations to Landlord
         (including the payment of rent and other amounts) as provided in this
         Lease. Notwithstanding the foregoing, if possession of any Phase of the
         Premises has not been delivered to Tenant within six (6) months
         following the Delivery Date for such Phase set forth in the Lease
         Summary, for any reason whatsoever other than a force majeure event
         described in Section 9.12, either Landlord or Tenant, at its option at
         any time thereafter but prior to the delivery of possession, may
         terminate this Lease by notice to the other, and Landlord and Tenant
         shall thereupon be released from all obligations under this Lease;
         provided, however, that with respect only to Tenant's right to
         terminate pursuant to this sentence, the scheduled Delivery Date shall
         be postponed by the number of days of delay caused by Tenant.

         2.2  TENANT ACCEPTANCE AGREEMENT. Within twenty (20) days after the
Delivery Date for a Phase, Tenant shall execute and deliver to Landlord a Tenant
Acceptance Agreement in the form attached hereto as EXHIBIT "B". Tenant may
state in such Tenant Acceptance Agreement any defects in the Base Building
Condition (as that term is defined in Section 4.1) remaining to be repaired or
completed by Landlord, and Tenant thereby shall preserve its objection to such
listed defects. Tenant shall have waived objection to any defects not so listed
in the Tenant Acceptance Agreement except that Tenant shall retain the right to
object to latent defects not subject to detection upon reasonable inspection of
the Base Building Condition of any Phase of the Premises prior to the Delivery
Date for such Phase, provided that objections to latent defects not disclosed in
writing to Landlord within thirty (30) days subsequent to the Delivery Date
shall be deemed waived.

         2.3  REMOVAL OF TENANT'S PERSONAL PROPERTY. Upon or prior to the
termination of this Lease, Tenant shall remove from the Premises and the
Building all its personal property (including, without limitation, all wiring
and cabling installed by Tenant or its contractors within the walls, ceiling or
floor of the Premises), repair any damage caused by such removal and peaceably
surrender the Premises to Landlord in the same condition as on the Occupancy
Date for each Phase, normal wear and tear excepted. Such property of Tenant not
so removed from the Premises or the Building upon the termination of this Lease
shall be considered abandoned by Tenant and may be disposed of by Landlord in
any manner whatsoever without accounting to Tenant for same or being liable in
any way to Tenant for such disposition. Upon surrender of possession of the
Premises, Tenant shall deliver to Landlord all keys to the Premises.

         2.4  HOLDING OVER. In no event shall there be any renewal of this
Lease by operation of law, and if Tenant remains in possession of the Premises
after the termination


                                       8

<PAGE>


of this Lease without written authorization executed by Landlord and Tenant, but
with the acquiescence or consent of Landlord, Tenant shall be deemed to be
occupying the Premises under a month-to-month periodic tenancy at a monthly
rental equal to one hundred twenty-five (125%) percent of the Base Rental in
effect under this Lease for the full month prior to the expiration or
termination of this Lease, as set forth in the Lease Summary, plus all
Additional Rental provided for in this Lease, and otherwise subject to all the
covenants and provisions of this Lease insofar as the same are applicable to a
month-to-month periodic tenancy. Landlord and Tenant agree that any such
periodic tenancy may be terminated by thirty (30) days prior written notice by
either party to the other party, notwithstanding any contrary provision of
applicable law (the benefits of which are hereby expressly waived). If Tenant
remains in possession after termination of this Lease without Landlord's
acquiescence or consent, Tenant thereupon shall be deemed a tenant-at-sufferance
subject to summary eviction as provided by law.

         2.5  ASSIGNMENT AND SUBLEASING.

              (a)  Tenant shall not, without Landlord's prior written
         consent, (i) assign, convey, mortgage, pledge, encumber, or otherwise
         transfer (whether voluntarily, by operation of law, or otherwise) this
         Lease or any interest thereunder; (ii) allow any transfer thereof or
         any lien upon Tenant's interest by operation of law; (iii) sublease the
         Premises or any part thereof; or (iv) permit the use or occupancy of
         the Premises or any portion thereof by any party other than Tenant; and
         any attempt to consummate any of the foregoing without Landlord's
         consent shall be void. Landlord hereby agrees that, subject to the
         terms and conditions of this Section 2.5, Landlord will not
         unreasonably withhold, condition or delay its consent to an assignment
         or sublease to any assignee or subtenant who is acceptable to Tenant
         (it being agreed, however, that if the holder of any mortgage, deed to
         secure debt or other similar security instrument withholds, conditions
         or delays its consent to a proposed assignment or sublease pursuant to
         a right to do so under such mortgage, deed to secure debt or other
         security instrument, then Landlord shall be deemed reasonable in
         withholding, conditioning or delaying Landlord's consent thereto).
         Contract employees or others performing services directly for Tenant
         shall not be deemed sublessees, assignees, or otherwise be subject to
         the provisions of this Section 2.5.

              (b)  Notwithstanding anything herein to the contrary, if at
         any time or from time to time during the Lease Term, Tenant desires to
         sublease all or a portion of the Premises or assign the Lease, Tenant
         shall notify Landlord in writing (hereinafter referred to in this
         Section 2.5 as the "Notice") of such desire, which notice shall contain
         (1) the name and address of the proposed subtenant or assignee and its
         form of organization, (2) the nature of the proposed subtenant's or
         assignee's business to be conducted in the Premises, (3) the terms and
         conditions of the proposed sublease or assignment, and (4) financial
         statements for the three most recent completed fiscal years of the
         proposed subtenant or assignee and such other financial information as
         Landlord shall request, including a bank reference, together with a
         request that Landlord approve such assignment or subletting. Landlord
         shall then have the options: (i) to sublease from Tenant such space
         (hereinafter referred to as "Subject Space") at the same Base Rental
         and Additional Rental as Tenant is required to pay to Landlord under
         this Lease for the same space; (ii) to terminate


                                       9

<PAGE>


         this Lease or this Lease with respect to the Subject Space only; or
         (iii) to review such proposed assignment or sublease for approval or
         disapproval. The option to sublease, to terminate, or to review, as the
         case may be, shall be exercisable by Landlord in writing within a
         period of thirty (30) days after receipt of the Notice; and if Landlord
         fails to otherwise notify Tenant, Landlord shall be deemed to have
         elected to review such proposed assignment or sublease for approval or
         disapproval pursuant to Section 2.5(e).

              (c)  If Landlord elects to terminate this Lease and the
         Subject Space constitutes the entire Premises, then this Lease shall
         terminate on the date set forth in Landlord's notice to Tenant, which
         termination shall be no earlier than thirty (30) and no later than
         ninety (90) days after the date of such notice. If the Subject Space
         does not constitute the entire Premises and Landlord so exercises its
         option to terminate this Lease with respect to the Subject Space, then
         this Lease shall remain in full force and effect except that the Base
         Rental, Rental Adjustment and Tenant's Percentage Share shall be
         reduced to conform to the reduced Rentable Area of the Premises.

              (d)  In the event Landlord exercises the option to sublease
         the Subject Space, the term of the subleasing from Tenant to Landlord
         shall be the term set forth in the Notice (which shall not be longer
         than the then current Lease Term unless Landlord expressly agrees in
         writing that any extension or renewal option contained in this Lease
         will apply to such Subject Space) and shall be on such terms and
         conditions as are contained in this Lease to the extent applicable,
         except that Landlord shall have the right further to sublease or assign
         the sublease of Subject Space.

              (e)  If Landlord fails to exercise either its option to
         sublease or its option to terminate within the aforesaid thirty-day
         period but elects to review the proposed assignment or sublease for
         approval or disapproval, Tenant shall submit to Landlord within twenty
         (20) days after said period a copy of the proposed assignment or
         sublease and such additional information concerning the proposed
         assignee or sublessee as may be requested by Landlord for Landlord's
         review. Within thirty-five (35) days subsequent to Landlord's receipt
         of the proposed assignment or sublease and such requested additional
         information, Landlord, in its reasonable discretion, shall approve or
         disapprove in writing the proposed assignment or sublease and the
         proposed assignee or subtenant, subject, however, to all of the
         following conditions:

              (i)  The sublease or assignment shall be on the same terms and
              conditions set forth in the notice given to Landlord.

              (ii) The proposed assignee or sublessee shall engage in a business
              in the Premises which is consistent with the then standards of the
              Building, compatible with use of the Building by other occupants
              thereof, and is permitted by the provisions of Section 5.1 hereof,
              and the use of the Premises or any portion thereof by such
              subtenant or assignee will not, in Landlord's estimation, increase


                                       10

<PAGE>


              the scope or quantity of services or utilities then being
              furnished to Tenant as of the proposed date of assignment or
              subletting.

              (iii) The proposed assignee or sublessee is of good repute and of
              sufficient financial worth to perform its obligations under this
              Lease or under the sublease, as applicable, and Tenant shall have
              provided Landlord with proof thereof.

              (iv) No subletting or assignment shall release Tenant of Tenant's
              obligation or alter the primary liability of Tenant to pay the
              Base Rental, Additional Rental and other charges hereunder and to
              perform all other obligations to be performed by Tenant under this
              Lease.

              (v) All rental rates to be charged to any such sublessee under any
              sublease entered into prior to December 31, 2001 shall not be less
              than the current market rates for similar space leased for a
              similar term in the Building or buildings of similar quality and
              grade in the Midtown, Atlanta, Georgia market area, and no
              sublessee shall have any right to assign this Lease or further
              sublet the Premises.

              (f)  Notwithstanding the giving by Landlord of its consent to
         any assignment or sublease with respect to the Premises, no assignee or
         sublessee, other than an assignee or sublessee who is an "affiliate" of
         Tenant as provided in Section 2.5(m), may exercise any expansion
         option, preemptive right or so-called right of first refusal to lease,
         or term renewal or extension option under this Lease except in
         accordance with a separate written agreement entered into directly
         between such assignee or sublessee and Landlord. Subsequent to an
         approved assignment or sublease, the original Tenant shall have no
         right to exercise on behalf of the assignee or sublessee (as to the
         space assigned or subleased) any expansion option, preemptive right or
         so-called right of first refusal to lease or term renewal or extension
         option.

              (g)  Tenant agrees to pay to Landlord, as additional rental
         on demand, actual, reasonable costs incurred by Landlord (including,
         without limitation, any administrative fee charged to Landlord by
         Landlord's management company for the Building) (i) in connection with
         any request by Tenant for Landlord to consent to any assignment or
         subleasing by Tenant, and (ii) in providing any services or materials
         to any assignee or sublessee of Tenant.

              (h)  Any transfer or series of transfers resulting in a
         change in the controlling interest in 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 within the meaning of this Section 2.5, except that Tenant
         may merge or consolidate with EarthLink Network, Inc., and the entity
         surviving such transaction shall be deemed a permitted assignee under
         this Lease.

              (i)  In the case of an assignment or subletting, fifty
         percent (50%) of any sums or other economic consideration (for example,
         but not by way of limitation,


                                       11

<PAGE>


         increased rental, forgiveness of an obligation, or services given at no
         cost or at reduced cost) received by Tenant or its agents as a result
         of such assignment or subletting, whether denominated as consideration
         for the assignment, as rental under the sublease or otherwise, which
         exceed, in the aggregate, the sum of (x) the total sums which Tenant is
         obligated to pay Landlord under this Lease either (i) for the Premises,
         if the entire Premises is assigned or sublet, or (ii) pro rata on a
         square foot basis for that portion of the Premises assigned or sublet,
         if less than the entire Premises is assigned or sublet, plus (y) the
         amortized portion of brokerage commissions, tenant improvement
         allowances, moving allowances and reasonable legal fees, if any,
         actually incurred by Tenant in consummating such sublease (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) shall be payable to Landlord as additional
         rental under this Lease without affecting or reducing any rental or
         other obligation of Tenant under this Lease.

              (j)  If, as provided herein, this Lease is assigned or the
         Premises or any part thereof is subleased or occupied by any party
         other than Tenant, Landlord may, after default by Tenant, collect rent
         from the assignee, subtenant or occupant, and apply the net amount
         collected to the Base Rental and Additional Rental herein reserved, but
         no such assignment, subleasing, occupancy or collection shall be deemed
         (i) a waiver of any of Tenant's covenants contained in this Lease, (ii)
         the acceptance by Landlord of the assignee, subtenant or occupant as
         Tenant, or (iii) the release of Tenant from further performance by
         Tenant of its covenants under this Lease.

              (k)  No assignment of or sublease under this Lease shall
         release Tenant from, or serve as a defense against, Tenant's primary
         liability under this Lease. Furthermore, Landlord's approval of or
         consent to an assignment or sublease transaction shall not affect
         Landlord's rights under this Section 2.5 as to any subsequent proposed
         assignment or sublease.

              (l)  Tenant covenants and agrees to deliver to Landlord one
         (1) fully executed counterpart of the instruments and documents
         (including amendments thereto) evidencing any approved assignment or
         subleasing effected pursuant to this Lease. Such delivery shall be made
         promptly following the execution of any such instrument or document.

              (m)  Notwithstanding anything to contrary in this Section
         2.5, Tenant shall have the right to assign this Lease or sublet the
         Premises to any firm, person, corporation, partnership or other entity
         which (i) controls, is controlled by or is under common control with
         Tenant or (ii) if Tenant (or, if Tenant is a wholly-owned subsidiary,
         Tenant's parent company) is a public company, is deemed an "affiliate"
         of Tenant in accordance with the promulgated definition of such term
         under the rules and regulations of the Federal Securities and Exchange
         Commission, or its successor agency, provided in each of the foregoing
         instances (x) Tenant shall give notice to Landlord of the proposed
         assignment or subletting and, together with such notice, any financial
         information with respect to Tenant's affiliate, as Landlord may
         reasonably request, at least thirty (30) days in advance of the
         consummation thereof, and (y) Tenant shall not be released from
         liability under this Lease, which shall


                                       12

<PAGE>


         remain primary. The term "control," as used in the immediately
         preceding sentence and in Section 2.5(m), 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. As used in this Lease, an "affiliate"
         of Tenant shall be deemed an entity described in this Section 2.5(m).

         2.6  RIGHT OF RECAPTURE. THIS SECTION 2.6 SHALL BE EFFECTIVE ONLY IF
TENANT, AT ANY TIME AFTER FEBRUARY 1, 2002, CEASES TO OCCUPY AT LEAST 150,000
SQUARE FEET OF THE RENTABLE AREA IN THE BUILDING: If the Premises, or any
portion thereof in excess of 25,000 square feet of Rentable Area (whether or not
contiguous), is abandoned or deserted, or vacated for a period of more than
ninety (90) consecutive days or one hundred twenty (120) business days (whether
or not consecutive) in any twelve (12) month period, then Landlord may, at its
option, upon written notice to Tenant, terminate this Lease from time to time as
to such portion or portions of the Premises that have been so abandoned,
deserted or vacated (or any part thereof) and cause such portion or portions of
the Premises (or such part thereof) to be returned to Landlord upon demand,
without terminating the Lease as to the balance of the Premises. Following any
termination of this Lease as to a portion or portions of the Premises, Tenant
shall have no further rights with respect to such portion or portions of the
Premises, and shall immediately surrender such portion or portions of the
Premises broom-clean, with all people and property of Tenant removed therefrom,
and Tenant shall have no further obligation to pay rent with respect to such
portion or portions of the Premises, but Tenant shall continue to be liable for
all of its obligations under this Lease with respect to such portion or portions
of the Premises arising prior to such termination and with respect to all
obligations under this Lease relating to those portions of the Premises for
which this Lease has not been terminated.


                                      III.

                                RENT AND DEPOSITS

         3.1  BASE RENTAL. Tenant shall pay to Landlord an annual base rent in
monthly installments for and during the Lease Term the amounts specified in the
Lease Summary (the "Base Rental"). The monthly installments of Base Rental shall
be paid in advance on the first day of every calendar month during the Lease
Term.

         3.2  RENTAL ADJUSTMENT. [Intentionally deleted.]

         3.3  OPERATING EXPENSES AND PROPERTY TAXES . In addition to the Base
Rental, Tenant shall pay as additional rental (the "Additional Rental"), for
each calendar year during the Lease Term, Tenant's Percentage Share (which shall
be the sum of Tenant's Percentage Share of each Phase of the Premises for which
the Occupancy Date has occurred, subject to the provisions of Section 1.3 above)
of the total Operating Expenses for


                                       13

<PAGE>


the calendar year in question. The Additional Rental payable pursuant to this
Section 3.3 shall be determined and adjusted in accordance with the following
procedures:

              (a)  During each December of the Lease Term, or as soon
         thereafter as practicable, Landlord shall give Tenant written notice of
         its estimate of Additional Rental payable under this Section 3.3 for
         the ensuing calendar year. On or before the first day of each month
         during the ensuing calendar year, Tenant shall pay to Landlord 1/12 of
         such estimated amounts together with the Base Rental, provided that if
         such notice is not given in December Tenant shall continue to pay
         during the ensuing calendar year on the basis of the amounts payable
         during the calendar year just ended, until the month after such notice
         is given. If at any time or times it appears to Landlord that the
         actual amount payable under this Section 3.3 for the current calendar
         year will vary from Landlord's estimate by more than 5%, Landlord may
         revise, by notice to Tenant, its estimate for such year, and subsequent
         payments by Tenant for such year shall be based upon such revised
         estimate. Failure to make a revision contemplated by the immediately
         preceding sentence shall not prejudice Landlord's right to collect the
         full amounts of Additional Rental payable under this Section 3.3.
         Notwithstanding the foregoing, for calendar year 2000, estimated
         payments of Additional Rental payable under this Section 3.3 shall be
         made at the rate of Six and 75/100 Dollars ($6.75) per square foot of
         Rentable Area of each Phase of the Premises for which the Occupancy
         Date has occurred during calendar year 2000. Such amount shall not
         constitute a floor or otherwise have any bearing upon the amount of
         estimated payments for any calendar year subsequent to calendar year
         2000.

              (b)  Within one-hundred and twenty (120) days after the close
         of each calendar year during the Lease Term, or as soon after such
         120-day period as practicable, Landlord shall deliver to Tenant a
         statement of the adjustments to be made pursuant to this Section 3.3
         for the calendar year just ended certified by certified public
         accountants designated by Landlord, and such statement shall be final
         and binding upon Landlord and Tenant absent manifest error. If on the
         basis of such statement Tenant owes an amount of Additional Rental that
         is less than the estimated payments for the calendar year just ended
         previously made by Tenant, Landlord shall credit such excess to the
         next payments of Additional Rental coming due pursuant to this Section
         3.3 or, if the term of this Lease is about to expire, refund such
         excess to Tenant if Tenant is not in default under this Lease (in the
         instance of an event of default such excess shall be held as additional
         security for Tenant's performance, may be applied by Landlord to cure
         any such event of default, and shall not be refunded until any such
         event of default is cured). If on the basis of such statement Tenant
         owes an amount of Additional Rental that is more than the estimated
         payments for the calendar year just ended previously made by Tenant,
         Tenant shall pay the deficiency to Landlord within thirty (30) days
         after delivery of the statement.

              (c)  If the Lease term shall expire on a day other than the
         last day of a calendar year, the amount of Additional Rental payable
         pursuant to this Section 3.3 shall be the product of multiplying the
         Additional Rental which otherwise would have been payable for the full
         calendar year by a fraction, the numerator of which is the actual
         number of days of the calendar year in question included within the
         Lease


                                       14

<PAGE>


         Term, and the denominator of which is 365. The expiration of this
         Lease shall not affect the obligations of Landlord and Tenant pursuant
         to subsection (b) of this Section 3.3 to be performed subsequent to
         such expiration.

              (d)  Notwithstanding anything in this Section 3.3 of this
         Lease to the contrary, Tenant's Percentage Share of increases in
         "controllable" Operating Expenses (as that term is hereinafter defined)
         for any calendar year shall not include a portion of such
         "controllable" Operating Expenses for such year to the extent the
         amount of such "controllable" Operating Expenses exceeds the product of
         (i) "controllable" Operating Expenses for the immediately preceding
         calendar year, multiplied by (ii) 105%. For the purposes of this
         subsection (d), "controllable" Operating Expenses are defined to be all
         Operating Expenses other than taxes, utility costs, cost of labor that
         is provided directly or indirectly through a contractor at or near
         minimum wage, and insurance costs. For avoidance of doubt, Tenant's
         obligations with respect to increases in Property Taxes shall not be
         subject to the limitations set forth in this subsection (d).

              (e)  Within one hundred twenty (120) days after Tenant
         receives the annual statement of adjustment described in subsection (b)
         above, Tenant may contest the statement by written notice to Landlord,
         which notice shall specify the particular areas of Operating Expenses
         that Tenant desires to contest; provided, however, that no such contest
         shall entitle Tenant to withhold or delay amounts due to Landlord as
         set forth in Landlord's statement. If no such contest is made by
         written notice to Landlord delivered within such 120-day period, such
         statement shall be binding upon Tenant in all respects. If Tenant
         timely contests such statement, Tenant shall have the right to inspect
         and examine, at reasonable times during normal business hours,
         Landlord's books of account and records pertaining to the Operating
         Expenses of the Building for the calendar year in question and for the
         immediately preceding calendar year, all at Tenant's sole cost and
         expense. Such inspection shall be conducted by an independent certified
         public accountant who in no event is compensated on a contingent fee
         basis. Such inspection shall be conducted in Landlord's office in
         Atlanta, Georgia, at Tenant's expense, and shall be completed within
         five (5) business days after such inspection is commenced, with written
         notice to Landlord of the results thereof, by no later than forty-five
         (45) days after the date of Tenant's notice of contest delivered to
         Landlord pursuant to the foregoing provisions of this subsection (e);
         any matters not specifically disputed in a written notice timely filed
         with Landlord after such audit has been completed shall be final and
         binding upon Tenant in all respects. Landlord may have an agent or
         employee present during such inspection and audit. If the contest
         ultimately results in Landlord and Tenant agreeing that Tenant has
         overpaid Landlord for its share of Operating Expenses, such overpayment
         shall be refunded by Landlord to Tenant within thirty (30) days after
         the date such contest is so resolved. Furthermore, if a review by
         Tenant disclosed a discrepancy of greater than five percent (5%) in any
         category of Operating Expenses (a "Material Discrepancy") for the year
         being reviewed, then Tenant shall have the right to review Landlord's
         records of Operating Expenses for such category for the four (4)
         calendar years immediately prior to the calendar year in which the
         Material Discrepancy occurred, but not any calendar year prior to
         calendar year 2000.


                                       15

<PAGE>


         3.4  COMMITMENT DEPOSIT. [Intentionally deleted.]

         3.5  SECURITY DEPOSIT. [Intentionally deleted.]

         3.6  PAYMENTS. Tenant shall pay to Landlord all Base Rental,
additional rent, and all other charges due and owing by Tenant under this Lease
without deduction or set off, in legal tender, and at Landlord's address
specified in the Lease Summary or as otherwise directed from time to time by
Landlord.

         3.7  RENT FOR PARTIAL MONTHS. A prorated monthly installment, based on
a thirty (30) day month, shall be paid in advance (i) on the Commencement Date
for any fraction of a month if the Lease Term begins on any day other than the
first day of any month and (ii) on the first day of the final month of the Lease
Term for any fraction of a month if the Lease Term shall terminate on any day
other than the last day of any month.

                                       IV.

                 PREPARATION, MAINTENANCE AND REPAIR OF PREMISES

         4.1  PREPARATION OF THE PREMISES.

              (a)  Landlord shall deliver each Phase of the Premises to
         Tenant in the condition required for such Phase when delivered, as
         follows:

              Phase 1        "As Is" condition, provided that (other than with
                             respect to the areas shown on EXHIBIT "A" hereto as
                             the "Terrace Level - Phase I" and the "Print Shop")
                             all prior tenant improvements therein shall have
                             been demolished and removed by Landlord, at its
                             expense

              Phase 2        "As Is" condition, provided that (other than with
                             respect to the area shown on EXHIBIT "A" hereto as
                             "Phase IIB") all prior tenant improvements therein
                             shall have been demolished and removed by Landlord,
                             at its expense

              Phase 3        Base Building Condition (in process on Delivery
                             Date)
              Phase 4        Base Building Condition (completed on Delivery
                             Date)
              Phase 5        Base Building Condition (completed on Delivery
                             Date)

         As used in this Lease, the term "Base Building Condition" shall mean
         the condition described in Attachment "C-1" attached to and
         incorporated into this Lease. Said Attachment "C-1" is also a part of
         the Tenant Improvement Agreement attached as EXHIBIT "C" to this Lease
         and made a part hereof by this reference (the "Tenant Improvement
         Agreement").

              (b)  Tenant shall construct or install in the Premises the
         Tenant Improvements, as defined in and to be constructed or installed
         pursuant to the provisions of the Tenant Improvement Agreement. Tenant
         agrees to comply with all


                                       16

<PAGE>


         of the terms and provisions of the Tenant Improvement Agreement,
         including, without limitation, the obligation to pay, as additional
         rental, all amounts due Landlord under Section 3 thereof according to
         the payment procedures contained therein. Landlord acknowledges that
         Tenant intends to increase the floor loading capacity of the Terrace
         Level and the first (1st) floor of the Building in certain areas and to
         install a conduit zone completely enclosed by concrete block that would
         be of sufficient size to permit passageway for persons as well as for
         seven (7) six inch (6") conduits plus seven (7) four inch (4")
         conduits, and that the foregoing improvements are essential components
         of Tenant's operations in the Building. Landlord agrees that it will be
         reasonable in working with Tenant, at no cost to Landlord, to
         accomplish these features for the Building. In connection therewith,
         Tenant expressly acknowledges and agrees that:

              (i) Any and all costs incurred in connection with making any such
              improvements shall be deemed Tenant Improvement Costs for purposes
              of Exhibit "C' to this Lease;

              (ii) If any such improvements required by Tenant compromise the
              marketability of any other leaseable space in the Building, such
              space shall be included in the Premises and leased by Tenant
              pursuant to the terms of this Lease;

              (iii) If such improvements eliminate or compromise any parking
              spaces in the on-site Parking Facility, such spaces shall be
              leased by Tenant as part of its parking allotment under Section
              9.15 of this Lease;

              (iv) Any such improvements required by Tenant must comply with
              applicable laws, codes, ordinances, rules and regulations; and

              (v) Tenant will remove any such improvements upon the expiration
              or earlier termination of this Lease, if requested to do so by
              Landlord.

         In addition to the foregoing, as part of the initial construction of
         Tenant Improvements to the Premises, Tenant may submit to Landlord
         requests respecting the location of sprinklers in the Premises, and
         Landlord agrees to cooperate reasonably with Tenant in connection with
         such relocation as long as (i) such request is received sufficiently in
         advance of the installation of any sprinklers for Landlord to
         accommodate Tenant's request without delay in completion of the
         Building renovation, (ii) any such location of sprinklers must comply
         with applicable laws, codes, ordinances, rules and regulations, and
         (iii) any incremental costs incurred by Landlord as a result of any
         such location or relocation of sprinklers in order to accommodate
         Tenant (over the cost Landlord would have incurred in the absence of
         such request) shall be a part of the Tenant Improvement Costs for
         purposes of Exhibit "C" to this Lease.

              (c)  If Tenant causes the Tenant Improvements to exceed in
         value the value of the Base Building Condition PLUS Landlord's
         Allowance for Tenant


                                       17

<PAGE>


         Improvement Costs (as such term is defined in the Tenant Improvement
         Agreement), and if the installation or construction of such Tenant
         Improvements causes an increase in the ad valorem taxes on the
         Building, then Tenant shall pay from time to time, as additional
         rental, any such increase in ad valorem taxes on demand of Landlord.

              (d)  Tenant acknowledges that any space delivered to Tenant
         in "as is" condition will be subject to some renovation work by
         Landlord after such delivery in order to remove existing restrooms and
         convert such space to Usable Area and to complete renovations to other
         portions of the Building. At present the scope of this work is as
         described in the plans referenced in EXHIBIT "I" hereto, and the
         estimated time for completion of work sufficient for Tenant's occupancy
         is August, 2000, with additional work (including, without limitation,
         bathroom renovation) estimated to be completed by December 1, 2000.
         Landlord shall complete such work on a timely basis and in a good and
         workmanlike manner, and shall be responsible for any repairs thereto.
         Any entry by Landlord into the Premises to complete such work shall be
         governed by Section 4.9 of this Lease. In addition to the renovation
         work to the Premises described above, Tenant acknowledges that the
         Building will be undergoing a major renovation from and after the date
         this Lease is executed, which renovation is projected to be
         substantially completed in August, 2000. In consideration of the
         disruption of Tenant's operations resulting from such renovation work,
         Landlord has agreed to allow Tenant to occupy the Premises until August
         1, 2000 without any charge for Base Rental. Landlord agrees to complete
         the Building renovations in substantial accordance with the plans
         described on EXHIBIT "I" hereto (which plans Tenant hereby approves),
         subject to change orders issued during the course of renovation work
         that do not materially vary the overall design, construction or level
         of finishes from those shown in the aforesaid plans and renderings.

         4.2  REPAIRS BY TENANT. Tenant shall at its own expense keep the
Premises in good repair and tenantable condition and indemnify Landlord against
any loss, damage, or expense arising by reason of any failure of Tenant so to
keep the Premises in good repair and tenantable condition or due to any act or
neglect of Tenant, its agents, employees, contractors, invitees, licensees,
tenants, or assignees. If Tenant fails to perform, or cause to be performed,
such maintenance and repairs, then at the option of Landlord, in its sole
discretion, any such maintenance or repair may be performed or caused to be
performed by Landlord and the cost and expense thereof charged to Tenant, and
Tenant shall pay the amount thereof to Landlord on demand as additional rental.

         4.3  REPAIRS BY LANDLORD. Landlord shall maintain in good order and
repair, subject to normal wear and tear, casualty and condemnation, the Building
(excluding the Premises and other portions of the Building leased to other
tenants), including without limitation, public areas, the parking lot and
landscaped areas, elevators, stairs, corridors, common restrooms, the
mechanical, plumbing and electrical systems and the structure itself (including
the glass exterior surfaces of the Premises). The cost of any such repairs or
maintenance to the foregoing necessitated by the intentional acts or omissions,
negligence or gross negligence of Tenant, or its agents, employees, contractors,
invitees, licensees, tenants or assignees, however, shall be reimbursed by
Tenant to Landlord upon demand as additional rental.


                                       18

<PAGE>


         4.4  ALTERATIONS BY TENANT. Tenant shall make no alterations or
additions of any kind in or to the Premises without first obtaining Landlord's
prior written consent. Such consent may be granted or withheld in Landlord's
sole discretion; provided, however, Landlord agrees it will not unreasonably
withhold its consent to cosmetic or non-structural alterations or additions
which do not involve structure, walls, floors, Building systems, electrical
installations or the obtaining of building permits or otherwise result directly
or indirectly in Landlord incurring any costs not paid by Tenant in full. Except
as may otherwise be agreed by Landlord in writing at the time of granting its
consent, all such work, including additions, fixtures, and Tenant Improvements
(but excluding moveable office furniture and equipment and other personal
property of Tenant) made or placed in or upon the Premises by either Tenant or
Landlord shall be and become the Landlord's property at the termination of this
Lease by lapse of time or otherwise, all without compensation or payment to
Tenant. Approved alterations or additions made by Tenant shall be at the sole
expense and liability of Tenant, and Tenant's indemnity in Subsection 7.3(d)
hereof shall apply to any contractors engaged by Tenant in connection therewith.
Landlord shall have the right to take depreciation with respect to the Tenant
Improvements to the extent of the Landlord's Allowance and Tenant shall have the
right to take depreciation with respect to Tenant Improvements to the extent
that it contributes towards the cost of Tenant Improvements in excess of
Landlord's Allowance. If at the time of Landlord's approval of the plans for any
tenant improvements to the Premises after the initial Tenant Improvements are
completed pursuant to Section 4.1(b) of this Lease, Tenant requests in writing
that Landlord designate which, if any, of such tenant improvements Landlord will
require Tenant to remove at Tenant's expense prior to the expiration or earlier
termination of this Lease, Tenant shall not be obligated to remove any of such
tenant improvements from the Premises, except to the extent such removal is
required in writing at the time of Landlord's approval of such plans in response
to such request from Tenant.

         4.5  DISCHARGE OF LIENS. Tenant is not authorized to contract for or
on behalf of Landlord for work on or the furnishing of materials to the Premises
or any other part of the Building. Tenant shall discharge of record by payment,
bond or otherwise, within ten (10) days subsequent to the date of its receipt of
notice thereof from Landlord, any mechanic's, laborer's or similar lien filed
against the Premises or the Building for work or materials claimed to have been
furnished at the instance of Tenant. If Tenant shall fail to cause such lien or
claim of lien to be so discharged or bonded within such period, in addition to
any other right or remedy it may have, Landlord may, but shall not be obligated
to, discharge the same by paying the amount claimed to be due or by procuring
the discharge of such lien or claim by deposit in court or bonding, and in any
such event, Landlord shall be entitled, if Landlord so elects, to compel the
prosecution of any action for the foreclosure of such lien or claim by the
claimant and to pay the amount of the judgment, if any, in favor of the
claimant, with interest, costs and allowances. Tenant shall pay as additional
rental on demand from time to time any sum or sums so paid by Landlord and all
costs and expenses incurred by Landlord, including, but not limited to,
attorneys' fees in processing such discharge or in defending any such action.

         4.6  DAMAGE AND DESTRUCTION.

              (a)  If the Building or Premises is damaged partially or
         wholly by fire, the elements, act of God or other casualty, and if such
         damage cannot, in Landlord's


                                       19

<PAGE>


         reasonable estimation, be materially restored within ninety (90) days
         of such damage, then Landlord may, at its sole option, terminate this
         Lease as of the date of such fire or casualty and the Lease Term shall
         end on such date as if that date had been originally fixed in this
         Lease for the expiration of the Lease Term. Landlord shall exercise its
         option provided herein by written notice to Tenant within sixty (60)
         days of such fire or other casualty.

              (b)  If this Lease is not terminated pursuant to subsection
         (a) above, then Landlord shall proceed with all due diligence to repair
         and restore the Building or Premises, as the case may be (except that
         Landlord may elect not to rebuild, and thus terminate this Lease, if
         such damage occurs during the last year of the Lease Term, regardless
         of any term renewal option which is unexercised at the date of
         occurrence of the casualty). Landlord's obligation to restore the
         Premises under the preceding sentence shall be discharged upon
         Landlord's restoration of the Premises to Base Building Condition, as
         defined in EXHIBIT "C" hereto. Tenant shall be responsible for
         restoration of Tenant Improvements utilizing its own funds, without
         allowance or reimbursement from Landlord. If Landlord shall fail to
         complete such repairs and material restoration within one hundred fifty
         (150) days after the date of such damage and Tenant's use and enjoyment
         of the Premises is then materially impaired by the uncompleted
         restoration, Tenant may at its option and as its sole remedy terminate
         this Lease by delivering written notice to Landlord, whereupon the
         Lease shall end on the date of such notice as if the date of such
         notice were the date originally fixed in this Lease for the expiration
         of the term hereof; provided, however, that if construction is delayed
         because of changes, deletions or additions in construction requested by
         Tenant, or because of strikes, lockouts, casualties, acts of God, war,
         material or labor shortages, governmental regulation or control, or
         other causes beyond the reasonable control of Landlord, the 150-day
         period for restoration, repair, or rebuilding shall be extended for the
         amount of time Landlord is so delayed. In no event shall Landlord be
         required to rebuild, repair, or replace any personal property,
         equipment or trade fixtures which belong to Tenant.

              (c)  If this Lease is not terminated by Landlord pursuant to
         this Section 4.6 and if the Premises are unfit for occupancy in whole
         or in part following such damage, the Base Rental and Rental Adjustment
         payable during the period in which the Premises are unfit for occupancy
         shall abate for the period from the date of such casualty until the
         earlier of sixty (60) days after Landlord completes its restoration
         work or the date Tenant resumes occupancy of the Premises for the
         purpose of conducting business therefrom, and Tenant's Percentage Share
         shall be reduced for such period in proportion to the number of square
         feet of Rentable Area of the premises rendered unusable by such damage;
         provided, however, that no such abatement and reduction shall be made
         under the provisions of this subsection (c) in excess of the amount of
         rent insurance proceeds actually collected by Landlord and directly
         attributable to rent loss under this Lease (taking into account rent
         loss under all other leases of space in the Building) in the event such
         damage shall have been caused through the negligence or willful
         misconduct of Tenant, its agents, employees, contractors, invitees,
         licensees, tenants or assignees.

              (d)  In the event of any damage or destruction to the
         Building or the Premises, Tenant shall, upon notice from Landlord,
         remove forthwith, at its sole cost


                                       20

<PAGE>


         and expense, such portion or all of the property belonging to Tenant
         (other than partitions, fixtures, additions and similar improvements),
         from such portion or all of the Building or the Premises as Landlord
         shall request and Tenant agrees to indemnify and hold Landlord harmless
         from any loss, liability, costs, and expenses, including attorneys'
         fees, arising out of any claim of damage or injury as a result of any
         alleged failure by Tenant to secure properly the Premises following
         such damage or destruction and prior to such removal.

              (e)  Any insurance which may be carried by Landlord or Tenant
         against loss or damage to the Building or Premises shall be for the
         sole benefit of the party carrying such insurance and under its sole
         control except that Landlord's insurance may be subject to control by
         the holder or holders of any indebtedness secured by a mortgage or deed
         to secure debt covering any interest of Landlord in the Premises or the
         Building.

              (f)  Notwithstanding anything herein to the contrary, in the
         event the holder of any indebtedness secured by a mortgage or deed to
         secure debt covering the Premises or Building requires that any
         insurance proceeds be paid to it, such that restoration of the Building
         cannot be performed, then Landlord shall have the right to terminate
         this Lease by delivering written notice of termination to Tenant within
         thirty (30) days after such requirement is made by any such holder,
         whereupon the Lease shall end on the date of such damage as if the date
         of such damage were the date originally fixed in this Lease for the
         expiration of the Lease Term.

              (g)  If any such casualty stated in this Section 4.6 occurs,
         Landlord shall not be liable to Tenant for inconvenience, annoyance,
         loss of profits, expenses, or any other type of injury or damage
         resulting from the repair of any such damage, or from any repair,
         modification, arranging, or rearranging of any portion of the Premises
         or any part or all of the Building or for termination of this Lease as
         provided in this Section 4.6.

         4.7  EMINENT DOMAIN.

              (a)  If all or any substantial part of the Building or of the
         Premises should be taken for any public or quasi-public use under
         governmental law, ordinance, or regulation, or by right of eminent
         domain, or by private purchase in lieu thereof, and the taking would
         prevent or materially interfere with the use of the Premises for the
         purpose for which it is then being used, this Lease shall terminate
         effective when the physical taking shall occur in the same manner as if
         the date of such taking were the date originally fixed in this Lease
         for the expiration of the Lease Term.

              (b)  If part of the Building or Premises is taken for any
         public or quasi-public use under any governmental law, ordinance, or
         regulation, or by right of eminent domain, or by private purchase in
         lieu thereof, and this Lease is not


                                       21

<PAGE>


         terminated as provided in subsection (a) above, this Lease shall not
         terminate but the Base Rental and Rental Adjustment payable hereunder
         during the unexpired portion of this Lease and Tenant's Percentage
         Share shall be reduced to such extent, if any, as may be fair and
         reasonable under all of the circumstances and Landlord shall undertake
         to restore the Building and Premises to a condition suitable for
         Tenant's use, as near to the condition thereof immediately prior to
         such taking as is reasonably feasible under the circumstances.

              (c)  Tenant shall not share in any condemnation award or
         payment in lieu thereof or in any award for damages resulting from any
         grade change of adjacent streets, the same being hereby assigned to
         Landlord by Tenant; provided, however, that Tenant may, to the extent
         provided by law, separately claim against and receive from the
         condemning authority, if legally payable, compensation for Tenant's
         removal, relocation costs, loss of business, business interruption and
         loss of trade fixtures, but only if and to the extent no such claim or
         award therefor will reduce or affect Landlord's awards.

              (d)  Notwithstanding anything to the contrary contained in
         this Section 4.7, if during the Lease Term the use or occupancy of any
         part of the Building or Premises shall be taken or appropriated
         temporarily for any public or quasi-public use under any governmental
         law, ordinance, or regulation, or by right of eminent domain, this
         Lease shall be and remain unaffected by such taking or appropriation
         and Tenant shall continue to pay in full all rental payable hereunder
         by Tenant during the Lease Term. In the event of any such temporary
         appropriation or taking, Tenant shall be entitled to receive that
         portion of any award which represents compensation for the loss of use
         or occupancy of the Premises during the Lease Term, and Landlord shall
         be entitled to receive that portion of any award which represents the
         cost of restoration and compensation for the loss of use or occupancy
         of the Premises after the end of the term of this Lease.

         4.8  REPORTS OF DEFECTS. Tenant shall report to Landlord immediately
in writing any damage to or defective condition in or about the Building or
Premises known to Tenant.

         4.9  LANDLORD'S RIGHT TO ENTER PREMISES. Tenant shall not change the
locks on any entrance to the Premises or install additional locks without
Landlord's prior written consent, which consent shall be in Landlord's sole
discretion. Upon Tenant's written request to Landlord, Landlord will make a
reasonable change of locks on behalf of Tenant and at Tenant's sole cost and
expense. Landlord and its agents, employees and contractors shall have the right
to enter the Premises at such times as Landlord deems reasonably necessary to
make necessary repairs, additions, alterations and improvements to the Building,
including, without limitation, the erection, use and maintenance of pipes and
conduits and repairs to adjacent premises or other premises and the renovations
contemplated by Section 4.1(d) above or by the Tenant Improvement Agreement.
Landlord shall also be allowed to take into and through the Premises any and all
needed materials that may be required to make such repairs, additions,
alterations and improvements, all without being liable to Tenant in any manner
whatsoever. During such time as work is being carried on in or about the
Premises, provided such work is carried out in a manner so as not to interfere
unreasonably with the conduct of Tenant's business therein, the rent provided
herein shall in no wise abate, and Tenant waives any claim and cause of action


                                       22

<PAGE>


against Landlord for damages by reason of loss or interruption to Tenant's
business and profits therefrom because of the prosecution of any such work or
any part thereof. In addition, upon reasonable notice to Tenant (which may be
oral), Landlord and its agents, employees and contractors shall have the right
to enter the Premises during 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, tenants and
lenders. In the event of emergency, or if otherwise necessary to prevent injury
to persons or damage to property, such entry to the Premises may be made by
force without any liability whatsoever on the part of Landlord for damage
resulting from such forcible entry.


                                       V.

                                USE AND SERVICES

         5.1  USE. Tenant shall use the Premises for the purposes stated in the
Lease Summary and for no other purpose. Tenant shall not use the Premises for
any illegal purpose, nor violate any statute, regulation, rule or order of any
governmental body in its use thereof, nor create or allow to exist any nuisances
or trespasses, nor do any act in or about the Premises or bring anything onto or
into the Premises which will in any way increase the rate of insurance on the
Premises nor deface or injure the Premises or overload the floor of the
Premises.

         5.2  SERVICES. Provided no event of default shall have occurred under
this Lease, Landlord agrees to provide to Tenant, as Landlord deems reasonably
necessary, the following services:

              (a)  General cleaning and janitorial service required as a
         result of normal, prudent use of the Premises and completion in
         accordance with the basic Janitorial Specifications provided in Exhibit
         "G," performed by a service selected by Landlord, and only on Mondays
         through Fridays, inclusive, with New Year's Day, Martin Luther King
         Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
         Christmas Day (herein collectively called the "Holidays") excepted.
         Notwithstanding the foregoing, Tenant may take over all responsibility
         for cleaning Tenant's Premises by giving Landlord not less than sixty
         (60) days advance notice of such election, in which event (i) Landlord
         shall not charge Tenant for any janitorial costs as Operating Expenses
         other than such costs as are incurred to clean and maintain common
         areas of the Building and the Building structure; and (ii) Landlord
         shall have no further obligation respecting janitorial service to the
         Premises;

              (b)  Heating and air-conditioning service daily on Mondays
         through Fridays, inclusive, with Holidays excepted, from 8:00 A.M. to
         7:00 P.M. and on Saturdays, if not a Holiday, from 8:00 A.M. to 1:00
         P.M. Landlord reserves the right to prohibit the use of machines and
         equipment which generate heat in their operation that put excessive
         demands on Landlord's base building air-conditioning system unless and
         until arrangements are made by Tenant, acceptable to Landlord, to
         obtain and install in the Premises at Tenant's cost supplementary
         air-conditioning equipment, and the cost of operation and maintenance
         of such


                                       23

<PAGE>


         equipment shall be paid by Tenant on the Base Rental payment dates at
         such rates as are established from time to time by Landlord.
         Notwithstanding the foregoing, if Tenant provides for such supplemental
         air conditioning at its expense, as aforesaid, in accordance with
         Landlord's requirements and plans and specifications approved by
         Landlord, Landlord will not object to Tenant's use of Tenant's computer
         equipment, other office machinery and computer rooms in the Premises as
         shown on the drawings and specifications approved by Landlord from time
         to time in accordance with this Lease, to the extent such equipment,
         machinery and rooms are adequately serviced, in Landlord's reasonable
         judgment, by such supplemental air conditioning. Should Tenant desire
         either heating or air-conditioning at times when such services are not
         furnished by Landlord under the terms of this Lease, Landlord may
         elect, entirely at its option, to furnish such services as requested by
         Tenant upon not less than 24 hours notice from Tenant. Such service
         shall be provided at an hourly charge of FORTY-FIVE and NO/100 DOLLARS
         ($45.00) per hour per building (i.e., north wing or south wing of the
         Building) (subject to increase from time to time to reflect actual
         increases in the cost to landlord of providing such services to
         Tenant), which charges Tenant shall promptly pay upon invoice from
         Landlord. Payments for such additional services shall be deemed
         additional rental due from Tenant;

              (c)  Outside air ventilation for the Building to provide 20
         cfm per person (assuming a design condition of one person per 142
         rentable square feet) in accordance with ASHRAE Standard 62-1989.
         Landlord agrees to maintain fresh air within the Premises in compliance
         with ASHRAE Standard 62-1989.

              (d)  Passenger and freight elevator service to all floors of
         the Building on which the Premises are located daily on Mondays through
         Fridays, inclusive, with Holidays excepted, from 8:00 A.M. to 7:00 P.M.
         and on Saturdays, if not a Holiday, from 8:00 A.M. to 1:00 P.M. At
         least one elevator shall be operative at all other hours. A freight
         elevator will be available at all hours, subject to scheduling with
         Landlord and Tenant's paying any reasonable costs actually incurred by
         Landlord associated with Tenant's use of the freight elevator outside
         of normal operating costs;

              (e)  Landlord shall furnish electric current in a quantity
         sufficient to ensure that Tenant has constant access to and ability to
         use a minimum of seven (7) watts per usable square foot of the Premises
         for small business machinery only from electric circuits designated by
         Landlord for Tenant's use, exclusive of Building standard tenant
         lighting and HVAC. Such circuits will be fed into one or more of the
         existing electrical panels (a 480/277 volt panel or panels for Building
         standard tenant lighting and a 208/120 volt panel or panels for tenant
         outlet requirements) in the electrical closet or closets located on the
         same Building floor as the Premises. Tenant's usage of said panels on
         any given floor shall not exceed Tenant's pro rata share (based on
         rentable square footage) of the panels' capacity. Tenant shall not use
         any electrical equipment which in Landlord's opinion will overload the
         wiring installations or interfere with the reasonable use thereof by
         other users in the Building. Tenant shall not install or operate in the
         Premises any electric power generation equipment or transformer
         carrying substantial non-linear loads, producing above-average amounts
         of heat, or not having the capability of


                                       24

<PAGE>


         neutralizing harmonic distortion. Tenant shall not, without Landlord's
         prior written consent in each instance, which consent shall not be
         unreasonably withheld, connect any items such as non-Building standard
         tenant lighting, vending equipment, printing or duplicating machines,
         computers (other than desktop word processors and personal computers),
         auxiliary air conditioners, and other computer related equipment to the
         Building's electrical system, or make any alteration or addition to the
         system. If Tenant desires any such items, additional 208/120 volt
         electrical power beyond that supplied by Landlord as provided above,
         electric current in excess of 208/120 volts for purposes other than
         Building standard tenant lighting, or other special power requirements
         or circuits, then Tenant may request Landlord to provide such
         supplemental power or circuits to the Premises. If Landlord furnishes
         any special power or circuits, Tenant shall pay Landlord, on demand,
         the cost of the design, installation and maintenance of the facilities
         required to provide such additional or special electric power or
         circuits, and the cost of all electric current so provided at a rate
         not to exceed that which would be charged by Georgia Power Company, or
         its successor, if Tenant were a direct customer thereof. Landlord may
         require separate electrical metering of such supplemental electric
         power or circuits to the Premises, and Tenant shall pay, on demand, the
         cost of the design, installation and maintenance of such metering
         facilities. In no event shall Tenant have access to any electrical
         closets in the Building, it being agreed that any electrical
         engineering design or contract work shall be performed at Tenant's
         expense by Landlord or an electrical engineer and/or electrical
         contractor designated by Landlord. With respect to any proposed
         separate metering or electrical surcharge Tenant shall have the right
         to have its own engineer review such proposal to confirm for Tenant the
         reasonableness thereof. All invoices respecting the design,
         installation and maintenance of the facilities requested by Tenant
         shall be paid within thirty (30) days of Tenant's receipt thereof.
         Landlord's charge to Tenant for the cost of electric current so
         provided shall be paid within thirty (30) days of receipt of invoice by
         Tenant; and

              (f)  Common use restrooms, toilets, and drinking fountains
         available on each floor or partial floor of the Building occupied by
         Tenant.

              (g)  Landlord shall provide security services for the
         Building, the Common Areas and the parking facility for the Building
         specified in Section 9.15 (a) of this Lease (the "Parking Facility")
         consisting of the following:

              (i) Subject to compliance with applicable laws, codes, ordinances,
              rules and regulations, Landlord shall install, at Landlord's sole
              cost, a security system (the "Security System") consisting of (i)
              a "card-key" access system on all exterior doors of the Building,
              all doors providing entry to the Premises and all elevators
              operating after hours and (ii) security cameras (monitored 24
              hours a day, 7 days per week) that are located in locations
              reasonably agreed upon by Landlord and Tenant. Such Security
              System must permit the use of the fire stairwells for emergency
              exiting in accordance with applicable codes and any requirements
              Landlord may impose. Landlord shall provide Tenant with any keys
              or codes necessary to access the Premises after installation of
              the Security System and Tenant may coordinate its security system
              with Landlord's security system.


                                       25

<PAGE>


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

              (iii) At least two (2) uniformed guards, one of which shall be
              stationed in the main entrance lobby and the other of which 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 Midtown, 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. One of the guards
              may be designated by Tenant, but Tenant hereby releases,
              indemnifies and holds harmless Landlord with respect to any and
              all liability arising from any incident in which the guard
              designated by Tenant is involved.

         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, (y)
         Landlord shall not be liable for the willful misconduct, gross
         negligence or negligence of other tenants or third parties including,
         without limitation, vandalism, theft, mysterious disappearances and
         damage to property or person; and (z) Tenant, for itself and its
         agents, employees, business invitees and licensees, releases Landlord
         and its agents, employees and contractors from any and all loss, cost
         or damage that Tenant, or its agents, employees, business invitees or
         licensees may suffer or incur as a result of the matters described in
         clause (y) above.

              (h)  Tenant shall be afforded access to its Premises on a
         24-hour-per-day basis, although such access may be subject to the Rules
         and Regulations and reasonable security measures.



                                       VI.

                              COMPLIANCE WITH LAWS

         6.1  TENANT'S COMPLIANCE WITH LAWS. Tenant shall comply, at its own
expense, with all statutes, regulations, rules, ordinances, and orders of any
governmental body, department, or agency thereof which apply to or result from
Tenant's use or occupancy of the Premises and shall abide by and observe the
Rules and Regulations attached to this Lease as EXHIBIT "D" and such other rules
and regulations for the use, occupancy, or operation of the Building as may
hereafter be established in writing by Landlord.

         6.2  RENT CONTROL. Tenant waives the benefit of all existing and
future rent control laws and similar governmental rules and regulations, whether
in time of war or not, to the full extent permitted by law.


                                       26

<PAGE>


         6.3  BUILDING ALTERATIONS. If, in order to maintain the Building as an
office building or otherwise, Landlord shall be required by any governmental
authority to repair, alter, remove, construct, reconstruct, or improve any part
or all of the Building or Premises, Tenant's obligations under this Lease will
not be affected and Tenant waives all claims for injury, damage, or abatement of
rent because of such repair, alteration, removal, construction, reconstruction,
or improvement, or lack thereof; provided, however, that if such action by
Landlord shall render the Premises partially or wholly unfit for occupancy and
if, in Landlord's reasonable estimation, it cannot complete such acts within
ninety (90) days, then at the option of Landlord to be exercised by giving
written notice to Tenant within sixty (60) days following the date of notice to
Landlord by such governmental authority, this Lease shall terminate on the date
of such election and Tenant shall immediately surrender the Premises to
Landlord. In such event Tenant shall continue to owe and pay rent and other
charges up to but not beyond the time of such surrender. If Landlord shall elect
not to terminate this Lease as provided above, Landlord and Tenant shall have
the same respective rights and obligations as provided above in Sections 4.6(b)
and (c), and the provisions of Section 4.6(g) shall apply regardless of whether
or not Landlord elects to terminate this Lease.

         6.4  TAXES PAYABLE BY TENANT. In addition to Base Rental and other
charges to be paid by Tenant hereunder, Tenant shall reimburse Landlord upon
demand for any and all taxes payable by Landlord whether or not now customary or
within the contemplation of the parties hereto, to the extent not included in
Property Taxes: (a) upon, measured by or reasonably attributable to the cost or
value of Tenant's equipment, furniture, fixtures and other personal property
located in the Premises or by the cost or value of any improvements made in or
to the Premises by Tenant regardless of whether title to such improvements shall
be in Tenant or Landlord; (b) upon or measured by the rental payable hereunder
in the nature of a sales tax upon rent or a so-called "rent tax", but not
federal or state income taxes of Landlord; and (c) upon this transaction or any
document to which Tenant is a party creating or transferring an interest in the
Premises. In the event that it shall not be lawful for Tenant so to reimburse
Landlord, the monthly rental payable to Landlord under this Lease shall be
revised to net Landlord the same net rental after imposition of any such tax
upon Landlord as would have been payable to Landlord if such tax had not been
imposed.



                                      VII.

                    INSURANCE, LIABILITY AND INDEMNIFICATION

         7.1  INSURANCE.

              (a)  Tenant agrees to carry fire and extended coverage
         insurance insuring Tenant's interest in its improvements and
         betterments to the Premises, including, without limitation, the Tenant
         Improvements, and any and all furniture, equipment, supplies, and other
         property owned, leased, held, or possessed by it and contained therein,
         such insurance coverage to be in an amount equal to the full insurable
         value of such improvements and property. Said policy or policies, or
         certificates thereof, shall be delivered to Landlord by Tenant upon
         commencement of the term of the Lease and upon each renewal of said
         policy.


                                       27

<PAGE>


              (b)  Tenant also agrees to carry a policy or policies of
         worker's compensation and comprehensive general liability insurance,
         including personal injury and property damage, with contractual
         liability endorsement, in the amount of Five Hundred Thousand Dollars
         ($500,000.00) for property damage and One Million Dollars
         ($1,000,000.00) per occurrence for personal injuries or deaths of
         persons occurring in or about the Premises. Said policies shall: (i)
         name Landlord as an additional insured and insure Landlord's contingent
         liability under this Lease, (ii) be issued by an insurance company
         which is reasonably acceptable to Landlord and licensed to do business
         in the State of Georgia, and (iii) provide that said insurance shall
         not and may not be canceled unless thirty (30) days prior written
         notice shall have been given to Landlord. Said policy or policies, or
         certificates thereof, shall be delivered to Landlord by Tenant upon
         commencement of the term of the Lease and upon each renewal of said
         insurance.

              (c)  Landlord shall carry fire and extended coverage
         insurance for the completed Building (excluding land, foundations and
         other uninsurable components) and on-site Parking Facility (except that
         Landlord shall have no obligation to maintain insurance as to tenant
         improvements), in such amount as is required by the holder of a first
         priority deed to secure debt encumbering the Building (or, if none, in
         an amount that prudent landlords of first class office buildings in the
         Midtown, Atlanta, Georgia market area would ordinarily and customarily
         carry); provided, however, that Landlord shall be entitled to
         self-insure pursuant to a bona fide self-insurance program as to all or
         any portion of the risk of loss that would otherwise by insured by the
         aforesaid insurance coverage. For purposes of Section 7.2 of this
         Lease, Landlord's waiver of subrogation and release of Tenant for
         liabilities covered by insurance shall extend to liabilities otherwise
         required under this Lease to be insured against but with respect to
         which Landlord has elected to self-insure in whole or in part, as well
         as liabilities encompassed by the insurance coverage maintained by
         Landlord.

         7.2  WAIVER OF SUBROGATION AND RELEASE. Landlord and Tenant shall
obtain from their respective insurers under all policies of fire, theft and
other property damage insurance maintained by either of them at any time during
the term of this Lease insuring or covering the Building or any portion thereof
or personal property or operations therein, a waiver of all rights of
subrogation which the insurer of one party might have against the other party,
and Landlord and Tenant shall each indemnify the other against any loss or
expense, including reasonable attorney's fees, resulting from the failure to
obtain such waiver.

         Landlord and Tenant, to the fullest extent permitted by law, each
waives all rights of recovery against the other, and releases the other from
liability, for loss or damage to the extent (but only to the extent) of the sum
of (i) the deductible amount under the applicable insurance policy (or, in the
case of self-insurance by Landlord, the amount of deductible customarily
maintained in the Midtown, Atlanta, Georgia market area by prudent landlords of
buildings comparable to the Building insuring similar risks), plus (ii) either
the collected insurance proceeds received by the party suffering such loss or
damage or, in the case of self-insurance by Landlord, the amount of insurance
proceeds that would have been paid with respect to such loss had Landlord
maintained the insurance coverage otherwise required under Section 7.1 of this
Lease; provided, however, that if either Landlord or


                                       28

<PAGE>


Tenant fails to obtain and/or maintain in full force and effect the insurance
coverage required of such party under Section 7.1(c) hereof (including without
limitation the required waivers of subrogation and the required naming of
Landlord as an additional insured) other than (in the case of Landlord only)
pursuant to a bona fide self-insurance program that complies with Section 7.1,
the party so failing to maintain and/or obtain insurance coverage (the "failing
party") shall nevertheless waive and release (and shall be deemed to have waived
and released) the other party (the "non-failing party") from its liability as
set forth above, as fully as if the failing party had not so failed to obtain
and/or maintain such insurance coverage, but the non-failing party shall in such
event not waive or release (or be deemed to have waived or released) any
obligation or liability of the failing party to the non-failing party.

         7.3  INDEMNITY. Tenant agrees to indemnify and hold Landlord harmless
from and defend Landlord against any and all claims or liability for any injury
or death to any person or damage to any property whatsoever:

              (a)  either (i) occurring in, on or about the Premises, or
         (ii) occurring in, on, or about any facilities (including, without
         limitation, elevators, stairways, passageways or hallways) the use of
         which Tenant may have in conjunction with other tenants of the
         Building, when such injury, death or damage shall be caused by the act,
         neglect or fault of, or omission of any duty with respect to the same,
         by Tenant, its agents, employees, contractors, invitees, licensees,
         tenants, or assignees;

              (b)  arising from any work or thing whatsoever done by or on
         behalf of Tenant in or about the Premises or from transactions of the
         Tenant concerning the Premises;

              (c)  arising from any breach or event of default on the part
         of the Tenant in the performance of any covenant or agreement on the
         part of the Tenant to be performed pursuant to the terms of this Lease;
         or

              (d)  otherwise arising from any act or neglect of the Tenant,
         or any of its agents, employees, contractors, invitees, licensees,
         tenants or assignees.

         7.4  LIABILITY OF LANDLORD. Except as otherwise provided herein,
Landlord shall be liable to Tenant for direct damages proximately occasioned by
the negligence or intentional acts of Landlord, its agents and employees acting
within the scope of their agency or employment, but not for consequential or
speculative damages such as business loss. Landlord shall not be liable to
Tenant or to any person, firm, corporation or other business association
claiming by, through or under Tenant, for failure to furnish or for delay in
furnishing any service provided for in this Lease, and no such failure or delay
by Landlord shall be an actual or constructive eviction of Tenant nor shall any
such failure or delay operate to relieve Tenant from the prompt and punctual
performance of each and all the covenants to be performed herein by Tenant; nor
for defects in the cooling, heating, electric, water, elevator, or other
apparatus or systems or for water discharged from sprinkler systems in the
Building; nor for the theft, mysterious disappearance, or loss of any property
of Tenant whether from the Premises or any part of the Building. Landlord agrees
to make reasonable efforts to protect Tenant from interference or disturbance by
third persons, including other tenants; however, Landlord shall not be liable
for any


                                       29

<PAGE>


interference, disturbance or act whether caused by another tenant or tenants of
Landlord or other person, nor shall Tenant be relieved from any obligation
herein because of such interference, disturbance or act.

         Notwithstanding the provisions of this Section 7.4 to the contrary, if
Landlord fails to furnish or delays in furnishing any essential Building service
Landlord is obligated to provide under this Lease (including water, electricity,
sewer, elevators, HVAC and restrooms) for any reason other than a reason beyond
Landlord's control, Tenant shall be entitled to abate Base Rental until the
service is restored, but only under the following terms and conditions:

              (a)  The loss of service must be of a material nature so as to
         render the Premises substantially unusable for the purposes
         contemplated by this Lease for a period of not less than three (3)
         consecutive days after the notice described in clause (b) below is
         given by Tenant to Landlord;

              (b)  At the time of the loss of service, Tenant must give
         written notice promptly to Landlord of the loss of service and its
         claim for abatement under this Section 7.4 and Tenant only shall be
         entitled to abatement of Base Rental, assuming all other conditions of
         this Section 7.4 are satisfied, if such notice is timely given to
         Landlord;

              (c)  Landlord may prevent or stop abatement by providing
         substantially the same service by temporary or alternative means until
         the cause of the loss of service can be corrected; and

              (d)  In no event shall Tenant be entitled to any abatement of
         rent as a result of (i) any loss of service as a result of an event
         contemplated under any of Sections 4.4, 4.6 or 4.7 of this Lease or
         (ii) any loss of service to any area outside of the Premises if such
         loss of service is not essential to the customary use and enjoyment of
         the Premises by Tenant.

Landlord agrees to use commercially reasonable efforts to restore any essential
Building services.

         7.5 LIMITATION OF LIABILITY. Landlord's obligations and liability with
respect to this Lease shall be limited solely to Landlord's interest in the
Building, as such interest is constituted from time to time, and neither
Landlord (beyond its interest in the Building) nor any officer, director,
shareholder or partner of Landlord shall have any personal liability whatsoever
with respect to this Lease. In any action or proceeding brought to enforce the
obligation of Landlord to Tenant under this Lease, Landlord and Tenant agree
that any final judgment or decree shall be enforceable against Landlord only to
the extent of Landlord's interest in the Building, as aforesaid, and any such
judgment or decree shall not be capable of execution against, nor be a lien on,
any assets of Landlord other than its interest in the Building, as aforesaid.



                                      VIII.


                                       30

<PAGE>


              EVENT OF DEFAULT AND RELATED REQUIREMENTS

         8.1  DEFAULT AND REMEDIES.

              (a)  The occurrence of any of the following shall constitute
         an event of default ("Default") by Tenant hereunder:

              (i) The Base Rental or Additional Rental is not paid when due, and
              such failure of payment shall continue for more than ten (10) days
              subsequent to the date of receipt by Tenant of written notice of
              non-payment from Landlord, provided that Landlord shall not be
              obligated to provide such notice and opportunity to cure more than
              two (2) times in any calendar year during the Lease Term, and the
              third or any subsequent occasion of a failure to pay Base Rental
              or Additional Rental when due during any such calendar year shall
              constitute a Default. No right to receive notice or cure period in
              favor of Tenant shall affect Tenant's obligation to pay late fees
              or interest under Section 8.3 for having failed to make timely
              payment of a monetary obligation;

              (ii) Any other sum of money payable under this Lease is not paid
              when due, and such failure of payment shall continue for more than
              thirty (30) business days subsequent to the date of receipt by
              Tenant of written notice of non-payment from Landlord, provided
              that Landlord shall not be obligated to provide such notice and
              opportunity to cure more than two (2) times in any calendar year
              during the Lease Term, and the third or any subsequent occasion of
              such failure during any such calendar year shall constitute a
              Default. No right to receive notice or cure period in favor of
              Tenant shall affect Tenant's obligation to pay late fees or
              interest under Section 8.3 for having failed to make timely
              payment of a monetary obligation;

              (iii) [Intentionally deleted.]

              (iv) [Intentionally deleted.]

              (v) Tenant's interest in the Lease or the Premises shall be
              subjected to any attachment, levy, or sale pursuant to any order
              or decree entered against Tenant in any legal proceeding and such
              order or decree shall not be vacated within thirty (30) days of
              entry thereof;

              (vi) Tenant breaches or fails to comply with any of the Rules and
              Regulations in EXHIBIT "D" hereto, as the same may hereafter be
              amended from time to time, and such breach or failure shall
              continue for more than thirty (30) days subsequent to the date of
              receipt by Tenant of written notice of such breach or failure from
              Landlord;

              (vii) Tenant breaches or fails to comply with any other term,
              provision, condition, or covenant of this Lease, and such breach
              or failure shall


                                       31

<PAGE>


              continue for more than thirty (30) days subsequent to the date of
              receipt by Tenant of written notice of such breach or failure from
              Landlord (if the matter in question is not reasonably susceptible
              of cure by Tenant within the thirty-day period, then Tenant shall
              have such additional time as may reasonably be necessary, as set
              forth in a schedule for such curative action reasonably agreed
              upon by Landlord and Tenant during such thirty (30) day period,
              provided that Tenant institutes the curative action within the
              thirty-day period and prosecutes the same diligently to
              completion); provided, however, that if such breach or failure by
              Tenant is of such a nature as to create an emergency condition
              (which, for this purpose, shall mean a condition that poses an
              immediate threat to the safety or security of persons or property,
              a nuisance to other tenants of the Building as to which a tenant
              has registered a complaint with Landlord, a breach or default
              condition (or a condition that, with notice or passage of time, or
              both, would constitute a breach or default) under any loan or
              other agreement between Landlord and a third party, or any
              condition adversely affecting the structural integrity or systems
              of the Building), such event shall constitute a default
              immediately upon Landlord giving Tenant notice thereof, but
              Landlord shall not have the right to terminate this Lease by
              reason of such default by Tenant (notwithstanding anything in
              Section 8.1(b) to the contrary), but Landlord may, in addition to
              any other remedies hereunder, cure such default for and on behalf
              of Tenant, and at Tenant's expense, and receive from Tenant the
              reasonable cost of such curative action incurred by Landlord, as
              additional rent, together with interest thereon at the rate set
              forth in Section 8.3 hereof from the date such cost is incurred to
              the date reimbursed by Tenant; or

              (viii) Tenant, if a corporation, joint venture, partnership,
              limited partnership or trust, without Landlord's prior written
              consent and the written assumption of this Lease by another party
              approved by Landlord, both in Landlord's sole discretion, shall be
              dissolved (except that a dissolution in connection with a
              permitted assignment or subletting as set forth in Section 2.5 (m)
              or Tenant's merger with Earth Link shall not constitute a
              Default).

              (b)  Upon the occurrence of a Default, Landlord shall have
         the option to do and perform any one or more of the following in
         addition to, and not in limitation of, any other remedy or right
         permitted it at law or in equity or by this Lease (but subject to
         clause (vii) of Section 8.1(a) above):

              (i) Landlord, with or without terminating this Lease, may
              immediately or at any time thereafter reenter the Premises and
              perform, correct or repair any condition which shall constitute a
              failure on Tenant's part to keep, observe, perform, satisfy, or
              abide by any term, condition, covenant, agreement, or obligation
              of this Lease or of the Rules and Regulations now in effect or
              hereafter adopted, and Tenant shall fully reimburse and compensate
              Landlord on demand for all costs and expenses incurred by Landlord
              in such performance, correction or repairing, including accrued
              interest as provided in the next sentence. All sums so


                                       32

<PAGE>


              expended to cure Default shall accrue interest from the date of
              demand until date of payment at a rate of interest which is the
              lower of (x) a per annum rate equal to the Prime Rate plus two
              percent, or (y) sixteen (16%) percent per annum, but in no event
              at a rate higher than that permitted by applicable law.

              (ii) Landlord, with or without terminating this Lease, may
              immediately or at any time thereafter demand in writing that
              Tenant vacate the Premises and thereupon Tenant shall vacate the
              Premises and remove therefrom all property thereon belonging to or
              placed on the Premises by, at the direction of, or with consent of
              Tenant within ten (10) days of receipt by Tenant of such notice
              from Landlord, whereupon Landlord shall have the right to reenter
              and take possession of the Premises. Any such demand, reentry and
              taking possession of the Premises by Landlord shall not of itself
              constitute an acceptance by Landlord of a surrender of this Lease
              or of the Premises by Tenant and shall not of itself constitute a
              termination of this Lease by Landlord.

              (iii) Landlord, with or without terminating this Lease, may
              immediately or at any time thereafter reenter the Premises and
              remove therefrom Tenant and all property belonging to or placed on
              the Premises by, at the direction of, or with consent of Tenant.
              Any such reentry and removal by Landlord shall not of itself
              constitute an acceptance by Landlord of a surrender of this Lease
              or of the Premises by Tenant and shall not of itself constitute a
              termination of this Lease by Landlord.

              (iv) Landlord, with or without terminating this Lease, may
              immediately or at any time thereafter relet the Premises or any
              part thereof for such time or times, at such rental or rentals and
              upon such other terms and conditions as Landlord in its sole
              discretion may deem advisable, and Landlord may make any
              alterations or repairs to the Premises which it may deem necessary
              or proper to facilitate such reletting; and Tenant shall pay all
              costs of such reletting including but not limited to the cost of
              any such alterations and repairs to the Premises, attorneys' fees,
              and brokerage commissions; and if this Lease shall not have been
              terminated, Tenant shall continue to pay all rent and all other
              charges due under this Lease up to and including the date of
              beginning of payment of rent by any subsequent tenant of part or
              all of the Premises, and thereafter Tenant shall pay monthly
              during the remainder of the term of this Lease the difference, if
              any, between the rent and other charges collected from any such
              subsequent tenant or tenants and the rent and other charges
              reserved in this Lease, but Tenant shall not be entitled to
              receive any excess of any such rents collected over the rents
              reserved herein.

              (v) Landlord may immediately or at any time thereafter terminate
              this Lease, and this Lease shall be deemed to have been terminated
              upon receipt by Tenant of written notice of such termination. Upon
              such termination Landlord shall have the right to recover from
              Tenant, as liquidated damages, the following:


                                       33

<PAGE>


                   (A)       the worth, at the time of the award, of the unpaid
                             rent that is due and payable at the time of
                             termination of this Lease; and

                   (B)       the worth, at the time of the award, of the amount
                             by which the unpaid rent that would have been
                             earned after the date of termination of this Lease
                             until the time of the award exceeds the amount of
                             rent that could have been reasonably obtained by
                             Landlord using reasonable diligence and good faith
                             efforts to relet the Premises; and

                   (C)       the worth, at the time of the award, of the amount
                             by which the unpaid rent for the balance of the
                             Lease Term (or the then current extension period)
                             after the time of the award exceeds the amount of
                             rent that could have been reasonably obtained by
                             Landlord using reasonable diligence and good faith
                             efforts to relet the Premises; and

                   (D)       any other amount and court costs necessary to
                             compensate Landlord for all detriment directly
                             caused by Tenant's failure to perform its
                             obligations under this Lease; provided Tenant shall
                             never have any liability or responsibility whatever
                             for any consequential or indirect damages.

                   Any amount due Landlord for future rent obligations under
              subsection (C) above may, at Tenant's option, be paid immediately
              in cash, or in lieu thereof, Tenant may give Landlord its
              promissory note in the face amount due Landlord, which shall be
              payable by Tenant to Landlord, in equal monthly principal
              installments together with interest on the unpaid principal for a
              term equal to what would have been the remaining portion of the
              Lease Term (or the then current extension period). Payment of such
              note shall be guaranteed in writing in a form and by a guarantor
              which are reasonably acceptable to Landlord.

                   The following words and phrases as used in this Section
              8.1(b)(v) shall have the following meanings:

                   (x) The "worth at the time of the award" as used in Section
                   8.1(b)(v)(A) and (B) shall be computed by allowing interest
                   at the lesser of (a) the Prime Rate plus three percent (3%)
                   or (b) the maximum rate permitted by law.

                   (y) The "worth at the time of the award" as used in Section
                   8.1(b)(v)(C) shall be computed by discounting the amount at
                   the discount rate of the Federal Reserve Bank of Atlanta at
                   the time of the award, plus two percent (2%); and


                                       34

<PAGE>


                   (z) The term "time of the award" shall mean either the date
                   upon which Tenant pays to Landlord the amount recoverable by
                   Landlord as set forth above or the date of entry of any
                   determination, order or judgment of any court, whichever
                   first occurs.

              (vi) Landlord may exercise all remedies granted a "Secured Party"
              under the Georgia Uniform Commercial Code. Landlord shall have a
              lien upon all goods, chattels or personal property of any
              description belonging to Tenant which are placed in, or become a
              part of, the Premises, as security for the performance by Tenant
              of its obligations under this Lease, which lien shall not be in
              lieu of or in any way affect any statutory landlord's lien given
              by law, but shall be cumulative thereto; and Tenant hereby grants
              to Landlord a security interest in all such property placed in the
              Premises, which shall be subject to rights of Tenant's lenders or
              others providing financing for such property. In the event
              Landlord exercises its option to terminate this Lease, or to
              reenter and relet the Premises as provided herein, Landlord may at
              its option take possession of all of Tenant's property on the
              Premises and sell the same at public or private sale after giving
              Tenant reasonable notice of the time and place of any public sale,
              or of the time after which any private sale is to be made, for
              cash or on credit, or for such prices and terms as Landlord deems
              best, with or without having the property present at such sale. In
              addition, Landlord may at its option foreclose this lien in the
              manner and form provided by the foreclosure of security
              instruments or in any other manner permitted by law. The proceeds
              of any such foreclosure or sale shall be applied first to the
              necessary and proper expense of removing, storing and selling such
              property, including reasonable attorney's fees, then to the
              payment of any indebtedness, other than rent, due hereunder from
              Tenant to Landlord, including interest thereon, then to the
              payment of any rent or other sums due or to become due under this
              Lease, with the balance, if any, to be paid to Tenant.

              (c)  If Landlord reenters the Premises or terminates this
         Lease pursuant to any of the provisions of this Lease, Tenant hereby
         waives all claims for damages which may be caused by such reentry or
         termination by Landlord. Tenant shall and does hereby agree to
         indemnify and hold Landlord harmless from any loss, cost (including
         court costs and attorneys' fees), or damages suffered by Landlord by
         reason of such reentry or termination. No such reentry or termination
         shall be considered or construed to be a forcible entry.

              (d)  No course of dealing between Landlord and Tenant or any
         failure or delay on the part of Landlord in exercising any rights of
         Landlord under this Section 8.1 or under any other provisions of this
         Lease shall operate as a waiver of any rights of Landlord hereunder or
         under any other provisions of this Lease, nor shall any waiver of a
         Default on one occasion operate as a waiver of any subsequent Default
         or of any other Default. No express waiver shall affect any condition,
         covenant, rule, or regulation other than the one specified in such
         waiver and that one only for the time and in the manner specifically
         stated.


                                       35

<PAGE>


              (e)  The exercise by Landlord of any one or more of the
         rights and remedies provided in this Lease shall not prevent the
         subsequent exercise by Landlord of any one or more of the other rights
         and remedies herein provided. All remedies provided for in this Lease
         are cumulative and may, at the election of Landlord, be exercised
         alternatively, successively, or in any other manner and are in addition
         to any other rights provided for or allowed by law or in equity.

         8.2  INSOLVENCY OR BANKRUPTCY. The making by Tenant of an assignment
for the benefit of its creditors, the appointment under state law of a receiver
to take possession of all or substantially all of Tenant's assets, or the
voluntary or involuntary involvement of Tenant as a principal in a state law
insolvency or reorganization proceeding, may, at the option of Landlord, be
deemed and declared a Default by Tenant hereunder. Tenant covenants and agrees
promptly to notify Landlord in writing of (i) the occurrence of any of the
events described in the preceding sentence or any event similar thereto, whether
occurring in Georgia or any other jurisdiction, and (ii) the institution by or
against Tenant of any proceeding under the United States Bankruptcy Code
including a copy of the petition filed to initiate such proceeding.

         8.3  LATE PAYMENTS. Tenant shall pay, in the event Base Rental,
Additional Rental, or other charge to be paid by Tenant hereunder is not paid
when due, (A) a late fee of five (5%) percent of the amount past due, which late
fee Tenant acknowledges is an agreed reimbursement to Landlord for the
administrative expense incurred by Landlord as a result of Tenant's late payment
and not a penalty; and (B) interest on the amount past due (excluding late fees)
at a rate (the "Default Rate") which is the lower of (x) a per annum rate equal
to the Prime Rate plus three percent, or (y) sixteen (16%) percent per annum,
but in no event at a rate higher than that permitted by applicable law, from due
date until paid. Should Tenant make a partial payment of past due amounts, the
amount of such partial payment shall be applied first, to late fees, second, to
accrued but unpaid interest, and third, to past due amounts, in inverse order of
their due date.

         8.4  ATTORNEYS' FEES FOR COLLECTION. If any Base Rental, Additional
Rental or other debt owing by Tenant to Landlord hereunder is collected by or
through an attorney-at-law, Tenant agrees to pay an additional amount, as
attorneys' fees, Landlord's actual, reasonable costs thereof. In connection with
any payment of attorneys' fees and costs pursuant to this Section 8.4, Landlord
and Tenant hereby waive any right either might have under O.C.G.A.
Section 13-1-11 respecting the determination of such attorneys' fees and costs.

         8.5  WAIVER OF HOMESTEAD. Tenant hereby waives and renounces all
homestead or exemption rights which Tenant may have under or by virtue of the
Constitutions and Laws of the United States of America, the State of Georgia,
and any other State as against any debt or sum Tenant may owe Landlord under
this Lease and hereby transfers, conveys, and assigns to Landlord all homestead
or exemption rights which may be allowed or set apart to Tenant, including such
as may be set apart in any bankruptcy proceeding to pay any debt or sum owing by
Tenant to Landlord hereunder.

         8.6  NO WAIVER OF RIGHTS. No failure or delay of either party to
exercise any right or power given it herein or to insist upon strict compliance
by the other party of any


                                       36

<PAGE>


obligation imposed on it herein and no custom or practice of either party hereto
at variance with any term hereof shall constitute a waiver or a modification of
the terms hereof by either party or any right it has herein to demand strict
compliance with the terms hereof by the other party. Neither party has or shall
have any authority to waive any provision of this Lease unless such waiver is
expressly made in writing.

         8.7  LANDLORD'S DEFAULTS. Notwithstanding any other provision of this
Lease to the contrary, in the event of any default by Landlord under this Lease,
Tenant will give Landlord written notice specifying such default with
particularity, and Landlord shall then have thirty (30) days in which to cure
any such default; provided, however, in the event any such default cannot with
reasonable diligence be cured within such thirty-day period, Landlord shall have
such additional reasonable period of time as is necessary to cure such default
so long as Landlord commences such cure within such thirty-day period and shall
diligently prosecute in good faith such cure to completion. Unless and until
Landlord fails to so cure any default after such notice, Tenant shall not have
any remedy or cause of action by reason thereof. If Landlord fails to cure such
default prior to the expiration of such cure period, then Tenant may give an
additional notice to Landlord and upon the expiration of ten (10) days after
such second notice without such default having been cured, Tenant may cure such
default, 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 the reasonable amount actually incurred by Tenant, together with interest
thereon at the Default Rate from the date of payment until re-payment, within
thirty (30) days after notice from Tenant that such cost has been incurred
together with supporting invoices evidencing the amount of such cost. 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 Base Rental 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
Base Rental 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 Rental 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
above, with respect to such alleged default), then Landlord shall have the right
to institute an arbitration proceeding in accordance with the provisions of
EXHIBIT "F" hereto 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 Base
Rental, 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. If the holder of a properly recorded first mortgage or deed to secure
debt has notified Tenant, in writing, that it is the holder of such lien on the
Premises and shall so request, then Tenant shall provide such holder with a
duplicate copy of any notice sent to Landlord covering a default hereunder and
such holder shall be granted sixty (60) days after receipt thereof (as such time
period may be extended beyond such 60-day period as reasonably necessary to
correct or remedy such default, so long as such holder commences such corrective
action within


                                       37

<PAGE>


such 60-day period and thereafter diligently pursues the same to completion), to
correct or remedy such default (provided, however, that such holder shall
provide written notice to Tenant on or before the thirty-first (31st) day after
receipt of Tenant's notice of default as to whether such holder intends to cure
said default).



                                       IX.

                            MISCELLANEOUS PROVISIONS

         9.1  BROKER. Tenant represents and warrants to Landlord that, except
with respect to any broker identified in the Lease Summary as Tenant's Broker
("Tenant's Broker"), no broker, agent, commission salesperson, or other person
has represented Tenant in the negotiations for and procurement of this Lease and
of the Premises and that, except with respect to Tenant's Broker, no
commissions, fees or compensation of any kind are due and payable in connection
herewith to any broker, agent, commission salesperson, or other person. Tenant
agrees to indemnify and hold Landlord harmless from all loss, cost and damage
(including reasonable attorneys' fees and court costs) suffered or incurred by
Landlord as a result of a breach by Tenant of the representation and warranty
contained in the immediately preceding sentence or as a result of Tenant's
failure to pay commissions, fees or compensation due to any broker who
represented Tenant, whether or not disclosed. Landlord and Tenant each represent
and disclose to the other that Tenant's Broker identified in the Lease Summary
has represented Tenant, and that Barry Real Estate Companies, Inc. ("Landlord's
Broker") has represented Landlord in the negotiation of this Lease. The
commissions or other compensation due and payable to Tenant's Broker and to
Landlord's Broker by reason of this Lease will be paid by Landlord pursuant to
separate written agreements.

         9.2  ADDRESSES AND NOTICES. All notices, unless oral notice is
specified, required or permitted to be given with respect to this Lease in order
to be effective shall be in writing and shall be sent to the address of the
intended party at its address specified in the Lease Summary. Notices shall be
sent either by local or overnight courier service, or by the United States
Postal System, certified or registered mail, return receipt requested, with
postage and charges prepaid. Notices by courier service shall be deemed
effective on date of delivery to the specified address. Notices by the United
States Postal System shall be deemed effective on the third (3rd) business day
subsequent to date of postmark or on the date of actual receipt by the
addressee, whichever shall be the earlier. In the event of a change of address
by either party, such party shall give written notice thereof in accordance with
the foregoing.

         9.3  ENTIRE AGREEMENT AND EXHIBITS. This Lease constitutes and
contains the sole and entire agreement of Landlord and Tenant with respect to
the Premises and no prior or contemporaneous oral or written representation or
agreement between the parties and affecting the Premises shall have legal
effect. No modification or amendment of this Lease shall be binding upon the
parties unless such modification or amendment is in writing and signed by
Landlord and Tenant. The content of each and every exhibit, attachment and the
Lease Summary which is referenced in this Lease as being attached hereto is
incorporated into this Lease as fully as if set forth in the body of this Lease.
In the


                                       38

<PAGE>


event of any conflict between the Lease Summary and the body of this Lease or
the exhibits hereto, the terms of the Lease Summary shall control.

         9.4  SUBORDINATION AND ATTORNMENT.

              (a)  Except as provided in subsections (c) and (d) below, and
         subject to subsection (e) below, this Lease and all rights of Tenant
         hereunder are and shall be subject and subordinate to (i) the lien,
         title and interest of any first-in-priority mortgage, first-in-priority
         deed to secure debt, first-in-priority deed of trust, or other
         first-in-priority instrument in the nature thereof which may now or
         hereafter affect Landlord's estate or interest in and to the Building
         or the land underlying the Building and to any other first-in-priority
         instrument encumbering the fee title of the Building or the land
         underlying the Building and to any modifications, renewals,
         consolidations, extensions, or replacements thereof; and (ii) all
         ground leases which may hereafter be executed affecting the Building or
         the land underlying the Building.

              (b)  Subsection (a) above shall be self-operative, and no
         further instrument of subordination shall be required by the holder of
         any such instrument affecting or encumbering the Building or the land
         underlying the Building. In confirmation of such subordination, Tenant
         shall, upon demand, at any time or times, execute, acknowledge and
         deliver to Landlord or the holder of any such mortgage, deed to secure
         debt, deed of trust, or other instrument or to the lessor under any
         such ground lease, without expense, any and all instruments that may be
         requested by Landlord or such holder or such lessor to evidence the
         subordination of this Lease and all rights hereunder to any such
         mortgage, deed to secure debt, deed of trust, or other instrument or
         the grant of any such ground lease, and each such renewal,
         modification, consolidation, replacement, and extension thereof.

              (c)  Tenant shall, upon demand of Landlord, at any time or
         times, execute, acknowledge, and deliver to Landlord or to the holder
         of any mortgage, deed to secure debt, deed of trust, or other
         instrument affecting or encumbering the Building or the land underlying
         the Building or to the lessor under any ground lease affecting the
         Building or the land underlying the Building, without expense, any and
         all instruments that may be necessary to make this Lease superior to
         any such mortgage, deed to secure debt, deed of trust or other
         instrument or the grant of any such ground lease, and each renewal,
         modification, consolidation, replacement, and extension thereof.

              (d)  If the holder of any mortgage, deed to secure debt, deed
         of trust or other instrument affecting or encumbering the Building or
         the land underlying the Building or if the lessor under any ground
         lease affecting the Building or the land underlying the Building shall
         hereafter succeed to the rights of Landlord under this Lease, whether
         through possession or foreclosure action or exercise of private power
         of sale or delivery of a new lease, Tenant shall, at the option of such
         holder or lessor, attorn to and recognize such successor as Tenant's
         landlord under this Lease as of the date of such succession to
         Landlord's interest and shall promptly execute and deliver any
         instrument that may be necessary to evidence such attornment. Upon such
         attornment, this Lease shall continue in full force and effect as a
         direct lease


                                       39

<PAGE>


         between such successor Landlord and Tenant, subject to all of the
         terms, covenants, and conditions of this Lease.

              (e)  Notwithstanding the foregoing, Tenant's agreement in
         Section 9.4(a) above is expressly conditioned upon Landlord obtaining,
         at no cost to Landlord, from any lessor under a future ground lease or
         the holder of any future mortgage or security deed encumbering the
         Building a commercially reasonable agreement (a "Nondisturbance
         Agreement") stating that such lessor or holder, as the case may be,
         will not disturb Tenant's occupancy of the Premises in the event of a
         foreclosure of such mortgage or security deed or a termination of such
         ground lease, provided there is not a Default under this Lease.
         Landlord shall be deemed to have satisfied such condition under this
         Section 9.4(e) if Landlord delivers to Tenant a Nondisturbance
         Agreement to Tenant for signature on such lessor's or holder's form of
         subordination, nondisturbance and attornment agreement as proposed by
         such lessor or holder to be used with respect to this Lease, so long as
         such form sets forth the nondisturbance covenant required by this
         Section 9.4(e) and is consistent with commercially reasonable standards
         for such agreements as generally used in Atlanta, Georgia. Tenant
         hereby expressly approves a Nondisturbance Agreement in the form
         attached as EXHIBIT "K" hereto. Landlord agrees to deliver a
         Nondistrubance Agreement substantially in the form of EXHIBIT "K"
         executed by Landlord and Landlord's existing mortgagee within thirty
         (30) days after the date of this Lease.

              (f)  In the event of any conflict between the terms and
         conditions of this Lease and the terms and conditions of any
         Nondisturbance Agreement executed by both Landlord and Tenant, the
         terms of such Nondisturbance Agreement shall control.

              (g)  Landlord hereby represents and warrants that Landlord
         has not entered into any mortgage, deed to secure debt or ground lease
         with respect to the Building subsequent to September 1, 1998.

         9.5  ESTOPPEL CERTIFICATE. At any time and from time to time, Tenant,
on or before the date specified in a request therefor made by Landlord, which
date shall not be earlier than ten (10) days from the making of such request,
covenants and agrees to execute, acknowledge and deliver to Landlord a
certificate evidencing (i) whether or not this Lease is in full force and
effect, (ii) whether or not this Lease has been amended in any manner, and if so
specifying such amendment or amendments, (iii) whether or not there are any
existing events of default on the part of Landlord hereunder to the knowledge of
Tenant and specifying the nature of such events of default, if any, and (iv) the
date to which rent, and other amounts due hereunder, if any, have been paid.
Each certificate delivered pursuant to this Section may be relied on by any
prospective purchaser or transferee of Landlord's interest hereunder or of any
part of Landlord's property or by any mortgagee of Landlord's interest hereunder
or of any part of Landlord's property or by an assignee of any such mortgagee or
by any ground lessor of Landlord's interest hereunder.

         9.6  SEVERABILITY. If any clause or provision of this Lease is or
becomes illegal, invalid or unenforceable because of present or future laws or
any rule or regulation of any governmental body or entity, effective during the
Lease Term, the intention of the parties


                                       40

<PAGE>


hereto is that the remaining parts of this Lease shall not be affected thereby,
unless the lack of such clause or provision is, in the sole determination of
Landlord, essential to the rights of both parties in which event Landlord shall
have the right to terminate this Lease on written notice to Tenant.

         9.7  CAPTIONS. The captions used in this Lease are for convenience
only and do not in any way limit or amplify the terms and provisions hereof.

         9.8  SUCCESSORS AND ASSIGNS. The words "Landlord" and "Tenant" as used
herein shall include the respective contracting party, whether singular or
plural, and whether an individual, masculine or feminine, or a corporation,
general partnership, joint venture, limited partnership or trust. The provisions
of this Lease shall inure to the benefit of and be binding upon Landlord and
Tenant, and their respective successors, heirs and assigns, subject, however, in
the case of Tenant, to the provisions of Section 2.5 hereof. It is understood
and agreed that the term "Landlord", as used in this Lease, means only the
owner(s), or the lessee(s), from time to time of the Building and/or the land
underlying the Building so that in the event of any sale or sales of the
Building and/or the land underlying the Building, or of any lease thereof, the
Landlord named herein shall be and hereby is entirely freed and relieved of all
covenants and obligations of Landlord hereunder accruing thereafter to the
extent of such sale or lease, and it shall be deemed without further agreement
that the purchaser, or the lessee, as the case may be, has assumed and agreed,
to the same extent, to carry out any and all covenants and obligations of
Landlord hereunder during the period such party has possession of all or such
portion of the Building and/or the land underlying the Building which it has
purchased or leased. Should all of the land underlying the Building and the
entire Building be severed as to ownership by sale and/or lease, then, unless
the Tenant is otherwise notified to the contrary in writing, either the owner of
the entire Building or the lessee of the entire Building, as the case may be,
which has the right to lease space in the Building to tenants shall be deemed
the "Landlord". Tenant shall be bound to any successor landlord for all the
terms, covenants, and conditions hereof and shall execute any attornment
agreement not in conflict herewith at the request of any successor landlord.

         9.9  GEORGIA LAW. The laws of the State of Georgia shall govern the
interpretation, validity, performance and enforcement of this Lease.

         9.10 TIME IS OF THE ESSENCE. Time is of the essence of this Lease.
Unless specifically provided otherwise, all references to terms of days or
months shall be construed as references to calendar days or calendar months,
respectively.

         9.11 EXECUTION. This Lease may be executed in any number of
counterparts, each of which shall be deemed an original and any of which shall
be deemed to be complete in itself and may be introduced into evidence or used
for any purpose without the production of the other counterparts.

         9.12 FORCE MAJEURE. A party to this Lease shall be excused from the
performance of its duties and obligations under this Lease, except obligations
for the payment of money such as Base Rental, for the period of delay, but in no
event longer than ninety (90) days, caused by labor disputes, governmental
regulations, riots, war,


                                       41

<PAGE>


insurrection, acts of God or other causes beyond the control of the party whose
performance is being excused (but such causes shall not include insufficiency of
funds).

         9.13 MULTIPLE TENANTS. Should more than one party enter into this
Lease as Tenant, each party so constituting Tenant shall be liable, jointly and
severally with the other or others, for all obligations of Tenant under this
Lease, and Landlord may enforce its rights hereunder against such party with or
without seeking enforcement thereof against the other or others.

         9.14 MUTUAL WARRANTY OF AUTHORITY. Landlord warrants to Tenant that
Landlord is a validly existing limited partnership under the laws of the State
of Georgia, that its entry into and performance of this Lease has been duly
authorized, and that the party executing this Lease on its behalf is duly
authorized to do so. Tenant, if other than an individual, warrants to Landlord
that Tenant is a validly existing legal entity under the laws of the state of
its formation and that it is duly qualified to do business in the State of
Georgia, that its entry into and performance of this Lease has been duly
authorized, and that the officer(s), partner(s) or trustee(s), as applicable,
executing this Lease on its behalf are duly authorized to do so.

         9.15 PARKING RIGHTS . For use by Tenant and its employees and invitees,
Landlord shall provide for Tenant's use seven days a week, 24 hours per day the
number of unassigned parking spaces as designated in the Lease Summary. Such
spaces shall be located in the on-site Parking Facility or in the parking
facility for 1365 Peachtree Road, a parking facility located on the property of
the First Presbyterian Church and, if necessary, such other location or
locations as is mutually acceptable to Landlord and Tenant, with Landlord and
Tenant hereby agreeing, that a location in the area described on EXHIBIT "H"
hereto or otherwise not more than a ten (10) minute shuttle ride from the
Building (if Landlord provides such a shuttle) is mutually acceptable, so long
as Tenant approves such location as being reasonably safe and secure, with
reasonable acceptable security assess and illumination. After acceptance of such
location, Landlord shall preserve the condition of such Parking Facility as
originally presented to Tenant for its approval. Any such off-site facilities so
provided shall be deemed a part of the "Parking Facility" for purposes of this
Lease, except where reference is made to the on-site parking Facility and
Landlord's obligation to provide spaces therein. Not less than the greater of
(x) 376 parking spaces, or (y) two (2) spaces per 1,000 square feet of Rentable
Area of the Premises will be located in the on-site Parking Facility (including,
without limitation, the facility for the 1365 Peachtree building) and shall be
available to Tenant during the Term of this Lease on a twenty-four (24) hour,
seven (7) days a week basis. Regardless of the location of the parking spaces
provided to Tenant, such parking spaces shall be provided to Tenant at the
prevailing market rate for such parking spaces, as said market rates shall be
determined and adjusted from time to time (except that the initial 376 parking
spaces provided in the on-site Parking Facility shall be $60.00 per space per
month during the Term) by Landlord or by the operator of such parking facility
at its sole discretion (the current market rate for spaces located in the
on-site Parking Facility is $60.00 per space per month). Tenant shall pay such
monthly charges to Landlord or to the operator of the Parking Facility on or
before the first (1st) day of each calendar month throughout the term of the
Lease, and Tenant shall abide by and comply with any and all regulations
promulgated by Landlord, the owner of the subject parking facility, or the
operator of the Parking Facility with respect to such parking spaces. All such
parking spaces attributable to any Phase of the Premises not


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<PAGE>


rented at any time after the Base Rental Commencement Date for such Phase may be
rented or otherwise disposed of by Landlord or the operator of the Parking
Facility in the ordinary course of their business without further obligation to
Tenant with respect thereto or any spaces in replacement thereof.

         9.16 NO RECORDATION OF LEASE. This Lease is not in recordable form,
and Tenant agrees not to record or permit the recording of this Lease.

         9.17 HAZARDOUS SUBSTANCES.

              (a)  Tenant hereby covenants that Tenant shall not cause or
         permit any "Hazardous Substances" (as hereinafter defined) to be
         placed, held, located or disposed of in, on or at the Premises or any
         part thereof and neither the Premises nor any part thereof shall ever
         be used as a dump site or storage site (whether permanent or temporary)
         for any Hazardous Substances during the Lease Term.

              (b)  Tenant hereby agrees to indemnify Landlord and hold
         Landlord harmless from and against any and all losses, liabilities,
         including strict liability, damages, injuries, expenses, including
         reasonable attorneys' fees, costs of any settlement or judgment and
         claims of any and every kind whatsoever paid, incurred or suffered by,
         or asserted against, Landlord by any person or entity or governmental
         agency for, with respect to, or as a direct or indirect result of, the
         presence on or under, or the escape, seepage, leakage, spillage,
         discharge, emission, discharging or release from, the Premises of any
         Hazardous Substance (including, without limitation, any losses,
         liabilities, including strict liability, damages, injuries, expenses,
         including reasonable attorneys' fees, costs of any settlement or
         judgment or claims asserted or arising under the Comprehensive
         Environmental Response, Compensation and Liability Act, any so-called
         federal, state or local "Superfund" or "Superlien" laws, statute, law,
         ordinance, code, rule, regulation, order or decree regulating, relating
         to or imposing liability, including strict liability, substances or
         standards of conduct concerning any Hazardous Substance), provided,
         however, that the foregoing indemnity is limited to matters arising
         solely from Tenant's violation of the covenant contained in subsection
         (a) above.

              (c)  For purposes of this Lease, "Hazardous Substances" shall
         mean and include those elements or compounds which are contained in the
         list of hazardous substances now or hereafter adopted by the United
         States Environmental Protection Agency (the "EPA") or the list of toxic
         pollutants designated by Congress or the EPA or which are now or
         hereafter defined as hazardous, toxic, pollutant, infectious or
         radioactive by any other Federal, state or local statute, law,
         ordinance, code, rule, regulation, order or decree regulating, relating
         to, or imposing liability or standards of conduct concerning, any
         hazardous, toxic or dangerous waste, substance or material, as now or
         at any time hereafter in effect.

              (d)  Landlord shall have the right but not the obligation,
         and without limitation of Landlord's rights under this Lease, to enter
         onto the Premises or to


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<PAGE>


         take such other actions as it deems necessary or advisable to cleanup,
         remove, resolve or minimize the impact of, or otherwise deal with, any
         Hazardous Substance following receipt of any notice from any person or
         entity (including without limitation the EPA) asserting the existence
         of any Hazardous Substance in, on or at the Premises or any part
         thereof which, if true, could result in an order, suit or other action
         against Tenant or Landlord or both. All reasonable costs and expenses
         incurred by Landlord in the exercise of any such rights, which costs
         and expenses result from Tenant's violation of the covenant contained
         in subsection (a) above, shall be deemed additional rental under this
         Lease and shall be payable by Tenant upon demand.

              (e)  This Section 9.17 shall survive cancellation,
         termination or expiration of this Lease.

         9.18 NAMES. Upon written notice to Tenant, Landlord reserves the
right, from time to time, to change the name of the development, the name of the
Building and the street address of the Building, except that Landlord shall not
use the name of any tenant of the Building to identify the Building unless such
tenant occupies more space in the Building at the time the Building is so named
than does Tenant. Tenant shall not, without the prior written consent of
Landlord, use the name given the development, the Building, or any other
deceptively similar name, or use any associated service mark or logo of the
development or the Building for any purpose other than Tenant's business
address.

         9.19 SHARED COMMUNICATIONS SERVICES. Landlord may contract with a
vendor (the "Shared Services Vendor") to make available to tenants of the
Building certain shared communications services. With respect to such shared
communications services, if and so long as available, Landlord and Tenant agree
as follows:

              (a)  Tenant, at its election, may contract with Shared
         Services Vendor or any other vendor for communications services,
         including, without limitation, Southern Bell Telephone and Telegraph
         Company, the public utility provider of telecommunications regulated by
         the Georgia Public Service Commission. Tenant may make such election at
         its sole and absolute discretion.

              (b)  Tenant acknowledges and agrees that Shared Services
         Vendor is an independent contractor of Landlord and not Landlord's
         employee, agent, partner or joint venturer and Tenant waives any and
         all right Tenant may have or claim to have to assert the contrary.

              (c)  Tenant acknowledges and agrees that any cessation or
         interruption of shared communications services or default by Shared
         Services Vendor under the terms and conditions of Tenant's agreement
         with Shared Services Vendor shall not constitute a default under this
         Lease nor a constructive eviction by Landlord of Tenant. Tenant agrees
         that it shall not abate or setoff against any amount of Base Rental,
         Rental Adjustment, additional rent or other sum due under this Lease
         for any claim against Shared Services Vendor or for a default under
         Tenant's agreement with Shared Services Vendor. Tenant waives and
         releases Landlord from any and all claims Tenant may have, now or in
         the future, against


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         Landlord, if any, that arise from or are related to the acts,
         omissions, negligence or gross negligence of Shared Services Vendor or
         its agents and employees.

         9.20 OWNERSHIP AND MANAGEMENT DISCLOSURE. Landlord discloses to
Tenant, and Tenant acknowledges, that Landlord is the owner of record of the
Building and the Premises and that Landlord's Broker, and its affiliates, are to
manage the Building and the Premises on behalf of Landlord. The address of
Landlord's Broker is 50 Glenlake Parkway, Suite 520, Atlanta, Georgia 30328.
Landlord shall provide Tenant with notice of any change in the management of the
Building at least thirty (30) days prior to any such change.

         9.21 EFFECT OF LEASE TERMINATION. No termination of this Lease by
reason of exercise of an optional right, lapse of time, failure of condition or
election of a party to terminate shall release or otherwise relieve either party
from liability for breach of this Lease or from performance of any contractual
obligation provided herein accruing prior to such termination. The possessory
rights of Tenant, however, shall cease and expire as of the effective time of
any such termination.

         9.22 SPECIAL STIPULATIONS. The Special Stipulations, if any, attached
hereto as EXHIBIT "E" and made a part hereof, are hereby incorporated herein and
in the event they conflict with any of the foregoing provisions, the Special
Stipulations shall control.



                      [SIGNATURES BEGIN ON FOLLOWING PAGE]


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<PAGE>


         IN WITNESS WHEREOF, the parties hereto have duly executed this Lease as
of the date and year first above stated.

                                  LANDLORD:

                                  KINGSTON ATLANTA PARTNERS, L.P., a
                                  Delaware limited partnership

                                  By: Pershing Properties, Inc, a Georgia
                                      corporation
                                      Its: General Partner


                                  By: /s/ B.J. Hoppe
                                     ---------------------------------
                                  Title:  Vice President
                                        ------------------------------


                                  Attest: /s/ B.J. Hppe
                                         -----------------------------
                                  Title:      Vice President
                                        ------------------------------


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<PAGE>


                                  TENANT:

                                  MINDSPRING ENTERPRISES, INC., a Delaware
                                  corporation

                                  By:     /s/ John A. Bushfield
                                     ---------------------------------
                                  Title:  VP P&P
                                        ------------------------------


                                  Attest:  /s/ Juliet Reising
                                         -----------------------------
                                  Title:  EVP and CFO
                                        ------------------------------
                                                   [SEAL]



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