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                                                                    Exhibit 10.9

                           LEASE PROVISIONS & EXHIBITS


LANDLORD: AP SOUTHEAST PORTFOLIO PARTNERS, L.P.

TENANT:  STUPIDPC, INC.                              LEASE DATE:

BUILDING ADDRESS: 8702-B RED OAK BOULEVARD, CHARLOTTE, NORTH CAROLINA

NOTICES ADDRESS TENANT:  3010-E BUSINESS PARK DRIVE, NORCROSS, GEORGIA

NOTICES ADDRESS LANDLORD:  4944 PARKWAY PLAZA BOULEVARD, SUITE 250,
                           CHARLOTTE, NORTH CAROLINA

RENTABLE SQUARE FOOTAGE: 2,875                       LEASE TERM:  60 MONTHS
-----------------------                              ----------

RENT COMMENCEMENT ON OR ABOUT: DECEMBER 1, 1999

                         MONTHLY RENT:    ANNUAL RENT:     PRICE PSF:
                         -------------    ------------     ----------
12/1/99 TO 11/30/00      $ 2,036.46       $ 24,437.50       $ 8.50
12/1/00 TO 11/30/01      $ 2,098.75       $ 25,185.00       $ 8.76
12/1/01 TO 11/30/02      $ 2,161.04       $ 25,932.50       $ 9.02
12/1/02 TO 11/30/03      $ 2,225.73       $ 26,708.75       $ 9.29
12/1/03 TO 11/30/04      $ 2,292.81       $ 27,513.75       $ 9.57

ADDITIONAL RENT (CAM):   $   311.46       $  3,737.50       $ 1.30
---------------------

         EXCEPT FOR THE FIRST MONTH'S RENT DUE ON THE COMMENCEMENT DATE,
                 ALL RENTS ARE DUE ON THE 1ST DAY OF EACH MONTH

BROKER:  MIKE DOYLE C/O MIKE P. DOYLE, INC., 1100 E. MOREHEAD STREET,
         CHARLOTTE, NORTH CAROLINA

COMMISSION PAID BY LANDLORD:  $ 5,191.10

SECURITY DEPOSIT:  $ 2,036.46             TENANT PROPORTIONATE SHARE:   3.73%
----------------                          --------------------------

ATTACHED EXHIBITS:    A       Legal Description of Building Site
                      B       Floor Plan of Premises
                      C       Work Letter
                      D       Minimum Rent
                      E       Additional Rent Calculation
                      F       Office Building Rules



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                        OFFICE-WAREHOUSE LEASE AGREEMENT


THIS LEASE AGREEMENT (the "Lease"), made and entered into as of December, 1999,
by and between AP SOUTHEAST PORTFOLIO PARTNERS, L.P., a Delaware limited
partnership ("Landlord"), and STUPIDPC, INC., a Georgia corporation ("Tenant"),

                                   WITNESSETH:

1. DEMISE OF PREMISES. Landlord hereby demises the Premises (as hereafter
described) to Tenant and covenants that Tenant shall peaceably and quietly hold
and enjoy the Premises throughout the term on and subject to all the provisions
and conditions of this Lease; and Tenant hereby accepts such demise of the
Premises from Landlord.

         (a) The "Premises" consist of the space containing approximately 2,875
rentable square feet located in the building containing approximately 77,179
rentable square feet known as the Scarlet Oak Building (the "Building") on a
tract of land located at Oakhill Business Park, more particularly described on
EXHIBIT A attached hereto (together with the Building, the "Property").
The Premises are shown outlined in red on the building plan attached hereto as
EXHIBIT B.

         (b) As long as Tenant is entitled to possession of the Premises, Tenant
shall have the nonexclusive right to use any parking areas, driveways,
sidewalks, and other common facilities of the Property as they may exist from
time to time.

         (c) Tenant's Proportionate Share (herein so called) is stipulated to be
(3.73%), and has been calculated based on the current rentable area of the
Building. If the rentable area of the Building changes, Tenant's Proportionate
Share shall be adjusted accordingly (based on an architect's certificate or
other reasonable substantiation of the Building's rentable area) by an amendment
to this Lease, which Landlord and Tenant agree to execute.

2. TERM. The term of this Lease shall begin on the "COMMENCEMENT DATE" and end
five (5) years thereafter the "Termination Date". Thus, unless the Commencement
Date falls on the first day of a calendar month, the term will also include the
initial partial calendar month immediately following the Commencement Date. The
"Commencement Date" shall be the earlier of (a) the date of substantial
completion of any Tenant Improvements to be constructed by Landlord pursuant to
the Work Letter attached hereto as EXHIBIT C, or (b) the date on which Tenant
first begins to occupy the Premises, both of which are anticipated to occur on
or about December 1, 1999. On the Commencement Date, Tenant shall execute a
written agreement to confirm the actual calendar date on which the Commencement
Date occurs. Tenant shall take possession of the Premises on the Commencement
Date and surrender the Premises to Landlord at the expiration of the term or
earlier termination of this Lease free of waste and in as good a condition as on
the Commencement Date except for reasonable wear and tear and repairs that are
Landlord's responsibility under this Lease. By taking possession of the
Premises, Tenant shall have agreed that the Premises are suitable for their
intended purpose and that the Premises and all other parts of the Property are
in good and satisfactory condition, free of material defects, except for latent
defects.




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3. RENT. Throughout the term of this Lease, Tenant shall pay rent to Landlord in
accordance with the following provisions:

         (a) Tenant shall pay minimum annual rent (the "Minimum Rent") in
monthly installments in advance on or before the first day of each calendar
month as reflected in EXHIBIT D hereto.

         (b) Additional Rent (herein so called) shall be calculated as provided
in EXHIBIT E hereto. For each calendar year after the year in which the
Commencement Date occurs, Landlord shall furnish Tenant a written estimate of
Additional Rent for the applicable calendar year. Estimates of Additional Rent
shall be made by Landlord on a reasonable basis determined by Landlord based on
prior year's expenses. During the calendar year in which the Commencement Date
occurs, Tenant shall pay estimated Additional Rent to Landlord in advance on or
before the first day of each month in the amount of Three Hundred Eleven Dollars
and 46/100 ($311.46) per month, and throughout the balance of the term
thereafter, Tenant shall pay estimated Additional Rent in advance on or before
the first day of each month in monthly installments equal to one-twelfth (1/12)
of the estimated Additional Rent for the applicable calendar year. Pending
receipt of Landlord's written estimate of Additional Rent for any calendar year,
monthly installments of estimated Additional Rent shall continue to be paid in
the same amount as in the prior calendar year. By April 30 of each calendar year
or as soon as possible thereafter, Landlord shall deliver to Tenant a written
statement reflecting any difference between estimated Additional Rent paid and
actual Additional Rent accrued for the prior calendar year (or in the case of
any partial calendar year in which the term of this Lease begins or ends, a
prorated portion of such Additional Rent based on actual days elapsed during the
portion of term occurring in that calendar year). Tenant shall pay Landlord the
total amount of any balance of Additional Rent due shown on such annual
statement within thirty (30) days after receipt of the statement. Landlord shall
refund any overpayment of Additional Rent by Tenant shown on such annual
statement within thirty (30) days after delivery of the statement, or Landlord,
at Tenant's option, may credit the amount of any such overpayment against the
installment(s) of Minimum Rent and Additional Rent due for the remainder of the
then current calendar year. Tenant may examine the accounting records supporting
the amount of Additional Rent reflected on such annual statement within sixty
(60) days after receipt of the statement, such examination to occur after
reasonable advance written notice to Landlord during normal business hours at
the place where Landlord's accounting records are normally kept.

         (c) The installments of Minimum Rent and Additional Rent for any
initial partial calendar month shall be prorated based on actual days elapsed,
and shall be paid in advance on the Commencement Date.

         (d) Except as expressly provided to the contrary in this Lease,
installments of Minimum Rent and Additional Rent shall be payable without
notice, demand, reduction, setoff, or other defense. Installments of Minimum
Rent and Additional Rent and payments of other sums owing to Landlord pursuant
to this Lease shall be made to Landlord at Post Office Box 65022, Charlotte,
North Carolina 28265-0022 or at whatever other account or address that Landlord
may designate from time to time by written notice to Tenant.

         (e) If any installment of Minimum Rent or Additional Rent, or any other
sum due and payable pursuant to this Lease, remains unpaid for more than ten
(10) days after the date due, Tenant shall pay Landlord a late payment charge
equal to the greater of (i) Fifty and No/100 Dollars ($50.00), or (ii) five
percent (5%) of the unpaid installment or other payment. The late payment charge
is intended to compensate Landlord for administrative expenses associated with
responding to late payment, and shall not be considered liquidated damages or
interest. All rent and other sums of whatever nature owed by Tenant to Landlord
under this Lease that remain unpaid for more than ten (10) days shall bear
interest from the date due until paid at the lesser of (iii) two percent (2%) in
excess of the prime or general reference rate of interest of NationsBank of
North Carolina, N.A. (or its successors) in effect from time to time.


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         (f) Tenant shall pay to Landlord upon signing this Lease Two Thousand
Thirty Six Dollars and 46/100 ($2,036.46) (the "Deposit") as security for
Tenant's performance of all obligations hereunder. The Deposit may be held in
whatever lawful manner Landlord may choose, and Landlord shall be entitled to
any interest as it may accrue on the Deposit. In the Event of Default by Tenant,
Landlord may, at its option, apply all or any part of the Deposit on account of
any rent or other sums owing by Tenant, and thereupon Tenant shall immediately
redeposit with Landlord the amount so applied in order that Landlord will always
have the full Deposit on hand throughout the term of this Lease. The Deposit
shall never constitute liquidated damages in the Event of Default by Tenant.
Upon full payment and performance of this Lease by Tenant (including without
limitation, final payment of any Additional Rent owed by Tenant), Landlord shall
refund to Tenant any balance of the Deposit remaining after deducting any rental
or other sums owed by Tenant pursuant to this Lease.

4. USE OF PREMISES; COMPLIANCE WITH LEGAL REQUIREMENTS. Tenant shall use the
Premises only for general office or warehouse purposes and for no other
purposes. Tenant shall not commit or allow waste to be committed in the Premises
or elsewhere on the Property, and shall not do or allow to be done in the
Premises or elsewhere on the Property anything that shall constitute a nuisance
or detract in any way from the reputation of the Property as a first-class real
estate development. Tenant shall allow no noxious or offensive odors, fumes,
gases, smoke, dust, steam or vapors, or any loud or disturbing noise or
vibrations to originate in or be emitted from the Premises. Tenant shall comply
with all laws, ordinances, and regulations of any governmental authority
relating to Tenant's use or occupancy of the Premises, with the requirements of
insurance underwriters or rating bureaus applicable to the Property, and with
the following requirements:

         (a) Within the office area of the Premises, Tenant may use generally
available office equipment and supplies that contain small quantities or
concentrations of Hazardous Materials so long as they are properly used and
stored within the Premises, properly disposed of by Tenant at a location other
than the Property, and do not require any governmental license or permit. Except
as permitted in the preceding sentence, no use, generation, storage, treatment,
transportation, or disposal of any Hazardous Material shall occur or be
permitted to occur in connection with Tenant's use and occupancy of the Premises
or any other portion of the Property. "Hazardous Material" shall mean any toxic
or hazardous waste, material, or substance or any other substance that is
prohibited, limited, or regulated as a health or environmental hazard by any
governmental or quasi-governmental authority, or that even if not so regulated,
could or does pose an apparent hazard to the environment or to the health and
safety of the occupants of the Building or others.

         (b) No portion of the Premises or the Property shall be used or
occupied for anything that is extrahazardous on account of fire or other risks,
that causes a material increase in the premiums payable by Landlord for any of
its insurance with respect to the Property, or that causes any underwriter to
deny insurance coverage to Landlord.

         (c) Tenant shall comply with all requirements of the Americans with
Disabilities Act and implementing regulations applicable to its use and
occupancy of the Premises other than requirements relating solely to the
physical structure of (i) the Tenant Improvements, (ii) the roof, foundation,
and exterior walls of the Building, and (iii) the common use areas of the
Property.

         (d) Tenant has previously been furnished with a copy of any applicable
restrictive covenants relating to the Building, and Tenant shall abide by those
restrictions in connection with its use and occupancy of the Premises.

         (e) Landlord shall have the right to prescribe and modify reasonable
rules for the use of the Property and leased premises within the Building. A
copy of Landlord's current Building rules is attached



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hereto as EXHIBIT F. In the event of any conflict with the Building rules, the
provisions in the main body of this Lease control.

         (f) Tenant shall ensure that its agents, employees, and contractors
comply with this Paragraph, and shall use reasonable efforts to ensure that its
invitees and customers comply with this Paragraph.

5. TAXES PAYABLE BY TENANT. Tenant shall pay any documentary stamp tax, sales or
use tax, excise tax, or any other tax, assessment, or charge (other than any
income, franchise, or similar tax imposed directly on Landlord or Landlord's net
income from the Property) required to be paid on account of (a) the execution of
this Lease, (b) the use or occupancy of the Premises by Tenant, (c) the rent or
other payments due hereunder, or (d) Tenant's trade fixtures, equipment,
machinery, inventory, merchandise or other personal property located on the
Premises and owned by or in the custody of Tenant. All such taxes, assessments,
and charges shall be paid promptly as they become due prior to delinquency.
Tenant shall provide Landlord with copies of paid receipts for such taxes,
assessments, or charges promptly after payment of same. Tenant shall also pay on
written demand from Landlord any increase in ad valorem taxes or assessments on
the Property as a result of alterations, additions, or improvements made by or
on behalf of Tenant other than the initial Tenant Improvements.

6. INSURANCE COVERAGE; WAIVER OF SUBROGATION.

         Tenant shall comply with all applicable laws, ordinances and
regulations affecting the Premises, now existing or hereafter adopted, including
the Rules and Regulations.

         Throughout the Term, Tenant, at its sole cost and expense, shall keep
or cause to be kept for the mutual benefit of Landlord, Landlord's managing
agent, (presently AP Southeast Portfolio Partners, L.P. and its affiliates) and
Tenant, Commercial General Liability Insurance (1986 ISO Form or its equivalent)
with a combined single limit, each Occurrence and General Aggregate-per location
of at least TWO MILLION DOLLARS ($2,000,000), which policy shall insure against
liability of Tenant, arising out of and in connection with Tenant's use of the
Premises, and which shall insure the indemnity provisions contained herein. Not
more frequently than once every three (3) years, Landlord may require the limits
to be increased if in its reasonable judgment (or that of its mortgagee) the
coverage is insufficient. Tenant shall also carry the equivalent of ISO Special
Form Property Insurance on its personal property and fixtures located in the
Premises and any improvements made by Tenant for their full replacement value,
and Tenant shall neither have, nor make, any claim against Landlord for any loss
or damage to the same, regardless of the cause thereof.

         Prior to taking possession of the Premises, and annually thereafter,
Tenant shall deliver to Landlord certificates or other evidence of insurance
satisfactory to Landlord. All such policies shall be non-assessable and shall
contain language to the extent obtainable that: (i) any loss shall be payable
notwithstanding any act or negligence of Landlord or Tenant that might otherwise
result in forfeiture of the insurance, (ii) that the policies are primary and
non-contributing with any insurance that Landlord may carry, and (iii) that the
policies cannot be canceled, non-renewed, or coverage reduced except after
thirty (30) days' prior written notice to Landlord. If Tenant fails to provide
Landlord with such certificates or other evidence of insurance coverage,
Landlord may obtain such coverage and Tenant shall reimburse the cost thereof on
demand.

         Anything in this Lease to the contrary notwithstanding, Landlord hereby
releases and waives unto Tenant (including all partners, stockholders, officers,
directors, employees and agents thereof), its successors and assigns, and Tenant
hereby releases and waives unto Landlord (including all partners, stockholders,
officers, directors, employees and agents thereof), its successors and assigns,
all rights to claim damages for any injury, loss, cost or damage to persons or
to the Premises or any other casualty,



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as long as the amount of which injury, loss, cost or damage has been paid either
to Landlord, Tenant, or any other person, firm or corporation, under the terms
of any Property, General Liability, or other policy of insurance, to the extent
such releases or waivers are permitted under applicable law. As respects all
policies of insurance carried or maintained pursuant to this Lease and to the
extent permitted under such policies, Tenant and Landlord each waive the
insurance carriers' rights of subrogation. Subject to the foregoing, Tenant
shall indemnify and hold Landlord harmless from and against any and all claims
arising out of (i) Tenant's use of the Premises or any part thereof, (ii) any
activity, work, or other thing done, permitted or suffered by Tenant in or about
the Premises or the Building, or any part thereof, (iii) any breach or default
by Tenant in the performance of any of its obligations under this Lease, or (iv)
any act or negligence of Tenant, or any officer, agent, employee, contractor,
servant, invitee or guest of Tenant; and in each case from and against any and
all damages, losses, liabilities, lawsuits, costs and expenses (including
attorneys' fees at all tribunal levels) arising in connection with any such
claim or claims as described in (i) through (iv) above, or any action brought
thereon.

         If such action is brought against Landlord, Tenant upon notice from
Landlord shall defend the same through counsel selected by Tenant's insurer, or
other counsel acceptable to Landlord. Tenant assumes all risk of damage or loss
to its property or injury or death to persons in, on, or about the Premises,
from all causes except those for which the law imposes liability on Landlord
regardless of any attempted waiver thereof, and Tenant hereby waives such claims
in respect thereof against Landlord. The provisions of this paragraph shall
survive the termination of this Lease.

         Landlord shall keep the Building, including the improvements, insured
against damage and destruction by perils insured by the equivalent of ISO
Special Form Property Insurance in the amount of the full replacement value of
the Building.

         Each party shall keep its personal property and trade fixtures in the
Premises and Building insured with the equivalent of ISO Special Form Property
Insurance in the amount of the full replacement cost of the property and
fixtures. Tenant shall also keep any non-standard improvements made to the
Premises at Tenant's request insured to the same degree as Tenant's personal
property.

         Tenant's insurance policies required by this Lease shall: (i) be
issued by insurance companies licensed to do business in the state in which the
Premises are located with a general policyholder's ratings of at least A- and a
financial rating of at least VI in the most current Best's Insurance Reports
available on the Commencement Date, or if the Best's ratings are changed or
discontinued, the parties shall agree to a comparable method of rating insurance
companies; (ii) name the non-procuring party as an additional insured as its
interest may appear [other landlords or tenants may be added as additional
insureds in a blanket policy]; (iii) provide that the insurance not be canceled,
non-renewed or coverage materially reduced unless thirty (30) days advance
notice is given to the non-procuring party; (iv) be primary policies; (v)
provide that any loss shall be payable notwithstanding any gross negligence of
Landlord or Tenant which might result in a forfeiture thereunder of such
insurance or the amount of proceeds payable; (vi) have no deductible exceeding
TEN THOUSAND DOLLARS ($10,000), unless accepted in writing by Landlord; and
(vii) be maintained during the entire Term and any extension terms.

7. REPAIRS AND MAINTENANCE BY LANDLORD. At its own cost (and not as a cost
included in the calculation of Additional Rent), Landlord shall repair only the
roof, exterior walls, structural members (including foundation and subflooring)
of the Premises, and central plumbing and electrical systems serving the entire
Building up to the point of entry into the Premises. If Tenant gives Landlord
written notice of the need for repairs, Landlord shall begin any repair work
required under the terms of this Lease within thirty (30) days after its receipt
of such notice, and shall diligently pursue such required repairs to completion.
If repairs are required to be made by Landlord as the result of any act or
omission of Tenant or its agents, employees, or contractors, then any cost of
such repairs in excess of insurance proceeds actually received by Landlord shall
be paid by Tenant to Landlord on written demand, and Landlord shall





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not be obligated to begin or continue repair work until funds for such purposes
are received from insurance proceeds or from Tenant. As used in this Paragraph,
"repair" includes the replacement of materials or equipment. As items whose cost
is included in the calculation of Additional Rent, Landlord shall provide for:

         (a) Routine and periodic maintenance and regular inspection of heating,
ventilating, and air conditioning ("HVAC") systems and equipment for the
Premises, replacement of filters as recommended, and performance of other
recommended periodic HVAC maintenance service in accordance with applicable
manufacturer's standards and recommendations. If Landlord elects to provide HVAC
maintenance through a contract that includes portions of the Building outside
the Premises, the contract shall provide that labor and materials furnished for
the Premises will be separately invoiced.

         (b) Routine control (and extermination, as applicable) of insects,
pests, and other vermin for portions of the Building outside the Premises. If
Landlord elects to provide routine pest control through a contract that includes
portions of the Premises, the contract shall provide that labor and materials
furnished for the Premises will be separately invoiced.

         (c) Routine maintenance and repair of the common areas, facilities, and
equipment of the Property, including landscaping, irrigation systems, parking
and loading areas, driveways, sidewalks, exterior lighting, common signs,
garbage collection and disposal, common water, sewer, plumbing, gas, electric
facilities and equipment, and other areas, facilities, or equipment shared by
the various tenants in the Building. If and to the extent Landlord chooses,
common area security services and equipment. Landlord has no duty to provide
security, and no duty to so shall be deemed to have been assumed by Landlord's
furnishing any security services or equipment. Tenant waives and releases all
claims against Landlord and its agents, employees, and contractors to the extent
based on any wrongful, negligent, or other failure to furnish security services
or equipment or on any wrongful, negligent, or other act or omission in
connection with any security services or equipment furnished.

Tenant shall not be deemed to have been evicted as the result of, nor shall
Landlord be liable for any loss or damage to the property of Tenant located in
the Premises or for any loss of business or profits of Tenant or other damages
of any kind arising from (i) any failure of Landlord to provide maintenance,
repair, or other services to be furnished by Landlord pursuant to this Paragraph
as the result of circumstances outside of Landlord's reasonable control, (ii)
any interruption or unavailability of utilities or any stoppage, leaking,
bursting, or other defect or failure in the utility lines, pipes, wires, and
other facilities serving the Premises as the result of circumstances outside of
Landlord's reasonable control, or (iii) any repairs, maintenance, alterations,
or improvements to any portion of the Property made in connection with
correcting any of the foregoing circumstances or providing the maintenance,
repair, or other services to be furnished by Landlord pursuant to this
Paragraph. If as the result of any of the foregoing, the Premises remain
untenantable for more than ten (10) days after written notice from Tenant to
Landlord specifying the circumstances giving rise to such untenantability, then
as Tenant's sole and exclusive remedy, Minimum Rent and Additional Rent shall
abate for so long thereafter as the Premises remain untenantable. Such abatement
of Minimum Rent and Additional Rent shall not extend the term of this Lease.

8. REPAIRS AND MAINTENANCE BY TENANT. Tenant shall maintain and keep in good
repair all parts and components of the Premises not expressly required by this
Lease to be maintained or repaired by Landlord, including without limitation,
plumbing, wiring, electrical systems, HVAC systems and equipment (except for
routine maintenance provided by Landlord), glass and plate glass, and equipment
or machinery constituting fixtures. All maintenance and repair work performed by
Tenant shall be carried out in a good an workmanlike manner in compliance with
applicable building codes and other laws. As used in this Paragraph, "repair"
includes the replacement of materials or equipment.




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9. UTILITIES AND JANITORIAL SERVICES. Tenant shall contract directly with public
or private utility companies to obtain, and shall pay directly any required
deposits, installation and hook-up costs, and consumption or use charges for (a)
electricity, gas, and telephone or other telecommunications services, (b) water
and sewer service if separately metered for the Premises, (c) unless provided by
Landlord as part of the common facilities of the Property, trash and waste
collection and disposal service, and (d) waste collection and disposal services
for waste in exceptional quantities or of a type requiring special handling or
that is otherwise not suitable for collection and disposal through common
facilities of the Property, if any. Tenant shall provide and pay for janitorial
services of a type and frequency to keep the Premises in a clean, safe,
healthful, and presentable condition.

10. ALTERATIONS AND IMPROVEMENTS. Tenant shall make no alterations, additions,
or improvements to the Premises or the Property without the prior written
consent of Landlord in each instance, which consent shall not be unreasonably
withheld. Tenant shall comply with all reasonable requirements of Landlord
relating to approval of plans and specifications, compliance with building codes
and other laws, protection of the integrity, condition, and proper functioning
of the roof, walls, foundations, and other structural elements of the Building
and of the Building's mechanical, electrical, and plumbing systems and
equipment, employment and bonding of contractors, insurance, aesthetic
considerations, and other relevant matters as determined by Landlord. All
alterations, additions or improvements, including without limitation all
partitions, walls, railings, carpeting, floor and wall coverings, and other
fixtures (excluding Tenant's trade fixtures) made by, for, or at the direction
of Tenant shall become the property of Landlord when made, and shall remain upon
the Premises at the expiration or earlier termination of this Lease. Landlord
reserves the right to make structural and nonstructural alterations, additions,
and improvements to the Property, to re-stripe parking areas and otherwise
control parking and traffic movement on the Property, and to change the name or
street address of the Property.

11. TRADE FIXTURES AND OTHER PERSONAL PROPERTY. Any trade fixtures installed in
the Premises at Tenant's expense shall remain Tenant's personal property, and
Tenant shall have the right at any time during the term of this Lease to remove
such trade fixtures (provided that any damage to the Building or Premises caused
by such removal shall immediately be repaired by Tenant). On or before the
expiration of the term or earlier termination of this Lease, Tenant shall remove
all trade fixtures and other personal property of Tenant from the Premises,
repair any damage to the Building or Premises caused by removal of its trade
fixtures and other personal property, and leave the Premises in a clean
condition free of waste, refuse, or debris. If Tenant fails to do so, Landlord
may retain, store, or dispose of such trade fixtures and other personal property
however Landlord chooses without liability of any kind to Tenant, repair any
damage to the Building or Premises caused by removal of such trade fixtures and
other personal property, and clean the Premises and properly dispose of all such
waste, refuse, or debris; and all reasonable costs and expenses incurred by
Landlord in connection with the foregoing shall be payable by Tenant to Landlord
on written demand. The following property shall be considered part of the
permanent improvements to the Building owned by Landlord, not trade fixtures of
Tenant, and shall not be removed from the Premises by Tenant under any
circumstances: (a) HVAC systems, fixtures, or equipment; (b) lighting fixtures
or equipment; (c) dock levelers; (d) carpeting, other permanent floor coverings,
or raised flooring; (e) paneling or other wall coverings; (f) plumbing fixtures
and equipment; and (g) permanent shelving.

12. SIGNS AND ADVERTISING. As part of the initial Tenant Improvements, Landlord
shall install a single exterior tenant identification sign for Tenant on the
Building at or near Tenant's front entrance to the Premises. The identification
sign will be of a design acceptable to Landlord and Tenant. Tenant shall install
no signs, marquees, billboards, outside lighting fixtures, or other decorations
on the Premises that are visible from the exterior of the Building, and Landlord
shall have the right to remove any such items and repair any resulting damage to
the Building or Premises at the cost and expense of Tenant payable on written
demand. Tenant shall not use or allow the use in or about the Premises or
elsewhere




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on the Property of any sound production device, mechanical or moving display
device, bright lights, or other advertising media that would be visible or
audible from the exterior of the Building.

13. LANDLORD'S RIGHT OF ENTRY. Landlord and persons authorized by Landlord may
enter the Premises at any time without notice to Tenant in the event of
emergency involving possible injury to property or persons in or around the
Premises or the Building. Landlord and persons authorized by Landlord shall have
the right to enter the Premises at all reasonable times and upon reasonable
notice for the purposes of making repairs or connections, making alterations,
additions, or improvements to the Building, installing utilities, providing
services to the Premises or for other tenants, making inspections, or showing
the Premises to prospective purchasers or lenders of the Property. During the
last six (6) months of the initial or any extended term, Landlord and persons
authorized by Landlord shall have the right at reasonable times and upon
reasonable notice to show the Premises to prospective tenants.

14. CASUALTY DAMAGE. If any part of the Premises is damaged by fire or other
casualty, Tenant shall give prompt notice to Landlord. If damage by fire or
other casualty renders any substantial part of the Premises untenantable and the
repair time to restore the Premises to a tenantable condition will exceed one
hundred twenty (120) days (or will exceed thirty (30) days in the case of damage
occurring during the last twelve (12) months of the term), or if any part of the
Property is so damaged that in Landlord's judgment, substantial alteration or
reconstruction is required (whether or not the Premises have been damaged by the
casualty), or if any mortgagee of the Property requires application of the
insurance proceeds to the reduction of the mortgage debt, or if any material
uninsured loss occurs, Landlord may, at its option, terminate this Lease by so
notifying Tenant in writing within sixty (60) days after the date of the
casualty. If the damage by fire or other casualty renders any substantial part
of the Premises untenantable and if the repair time to restore the Premises to a
tenantable condition will exceed one hundred twenty (120) days (or will exceed
thirty (30) days in the case of damage occurring during the last twelve (12)
months of the term), Tenant may elect to terminate this Lease by so notifying
Landlord in writing within sixty (60) days after the date of the casualty. If
the Lease is not so terminated by Landlord or Tenant, Landlord shall promptly
begin and diligently pursue the work of restoring the Premises (including the
initial Tenant Improvements) to substantially their former condition as soon as
reasonably possible. Landlord shall not, however, be required to restore any
alterations, additions, or improvements other than the initial Tenant
Improvements or to spend any amount in excess of the insurance proceeds actually
received by Landlord as a result of the casualty. Landlord shall allow Tenant an
equitable abatement of Minimum Rent and Additional Rent during the time and to
the extent the Premises are untenantable as the result of fire or other
casualty, but such abatement shall not extend the term.

15. CONDEMNATION. If all or substantially all of the Property is condemned or is
sold in lieu of condemnation, then this Lease shall terminate on the date the
condemning authority takes possession. If less than all of the Property is so
condemned or sold (whether or not the Premises are affected) and in Landlord's
judgment, the Property cannot be restored to an economically viable condition,
or if any mortgagee of the Property requires application of condemnation
proceeds to the reduction of the mortgage debt, Landlord may terminate this
Lease by written notice to Tenant effective on the date the condemning authority
takes possession. If the condemnation will render any substantial part of the
Premises untenantable, Tenant may terminate this Lease by written notice to
Landlord effective on the date the condemning authority takes possession of the
affected part of the Premises. If this Lease is not so terminated by Landlord or
Tenant, Landlord shall, to the extent feasible, restore the Premises (including
the initial Tenant Improvements) to substantially their former condition.
Landlord shall not, however, be required to restore any alterations, additions,
or improvements other than the initial Tenant Improvements or to spend any
amount in excess of the condemnation proceeds actually received by Landlord.
Landlord shall allow Tenant an equitable abatement of Minimum Rent and
Additional Rent during the time and to the extent the Premises are untenantable
as the result of any condemnation, but such abatement shall not extend the term.
All condemnation awards and proceeds shall belong





                                       8
<PAGE>   10

exclusively to Landlord, and Tenant shall not be entitled to, and expressly
waives and assigns to Landlord, all claims for any compensation for
condemnation; provided, however, if Tenant is permitted by applicable law to
maintain a separate action that will not reduce condemnation awards or proceeds
to Landlord, Tenant shall be permitted to pursue such separate action, but only
for loss of business, moving expenses, and Tenant's trade fixtures.

16. TRANSFERS BY TENANT.

         (a) Without the prior written consent of Landlord in each instance,
which consent will not be unreasonably withheld, Tenant shall not do any of the
following (as used in this Paragraph, a "Transfer"): (i) assign this Lease or
any estate or interest therein, whether absolutely or collaterally as security
for any obligation; (ii) sublease any part of the Premises; (iii) permit any
assignment of this Lease or any estate or interest therein by operation of law;
(iv) grant any license, concession, or other right of occupancy for any part of
the Premises; or (v) permit the use of the Premises by any person other than
Tenant and its agents and employees. Permissible reasons for Landlord's
withholding consent include (but are not limited to) the following: (vi) the
proposed use of the Premises is not permitted by this Lease, would negatively
affect insurance or environmental risks, or would otherwise negatively impact
the Property; (vii) the creditworthiness of the proposed transferee is
unacceptable to Landlord in Landlord's good faith business judgment; (viii) the
proposed use or occupancy would require alterations or additions to the Premises
or other portions of the Property to comply with applicable laws, ordinances,
and regulations; (ix) the proposed transferee is a tenant or occupant of the
Property or any other rental real property owned by Landlord; and (x) if the
consent of any mortgagee is required, such mortgagee refuses to consent after
good faith efforts by Landlord to obtain such consent. Any attempted Transfer
without Landlord's prior written consent shall be void.

         (b) If Tenant requests Landlord's consent to a Transfer, Landlord may
either (i) approve or disapprove the Transfer, or (ii) terminate this Lease with
respect to the part of the Premises included in the proposed Transfer. In
connection with each Transfer request by Tenant, Tenant shall obtain and furnish
to Landlord all documents, financial reports, and other information Landlord
reasonably requires in order to evaluate the proposed Transfer. Landlord shall
advise Tenant of Landlord's decision with respect to the requested Transfer
within fifteen (15) days after receipt of Tenant's written Transfer request and
all requested supporting materials. If Landlord refuses to consent to a
requested Transfer, this Lease shall nonetheless remain in full force and
effect. The consent of Landlord to one requested Transfer shall never be
construed to waive the requirement for Landlord's consent to other Transfers,
nor unless otherwise agreed, shall any consent by Landlord or Transfer by Tenant
discharge or release Tenant from any obligations or liabilities to Landlord.

         (c) All cash or other proceeds of any Transfer in excess of the Minimum
Rent and Additional Rent payable under this Lease shall be paid to Landlord, and
Tenant hereby assigns to Landlord all rights it might have or ever acquire to
the excess proceeds. No transferee of less than the entire Premises or Lease
shall ever be entitled to exercise any extension, expansion, or other option
provided in this Lease. If an Event of Default by Tenant occurs after any
Transfer, Landlord may, at its option, collect rent directly from the
transferee, and Tenant hereby authorizes any transferee to pay rent directly to
Landlord at all times after receipt of written notice from Landlord. No direct
collection by Landlord from any transferee shall constitute a novation or
release Tenant from its obligations and liabilities under this Lease.

17. TRANSFERS BY LANDLORD. Landlord shall have the unrestricted right to sell,
assign, mortgage, encumber, or otherwise dispose of all or any part of the
Property or any interest therein. Upon sale or other disposition of the Property
to a party who assumes the obligations of Landlord under this Lease, Landlord
shall be released and discharged from obligations and liabilities thereafter
accruing under this Lease (including liability for the return of any Deposit),
and Tenant shall look solely to Landlord's





                                       9
<PAGE>   11

successor for performance of the Lease thereafter (including the return of any
Deposit). Tenant's obligations under this Lease shall not be affected by any
sale, assignment, mortgage, encumbrance, or other disposition of the Property by
Landlord, and Tenant shall attorn to anyone who thereby becomes the successor to
Landlord's interest in this Lease.

18. SUBORDINATION. This Lease is subject and subordinate to any and all
mortgages now or hereafter encumbering the Property. Such subordination shall be
self-operative without the necessity of any further instrument, but if requested
by Landlord, Tenant shall promptly execute and deliver to Landlord any
instrument Landlord may reasonably request to evidence the subordination of this
Lease to such mortgages or to acknowledge the assignment of this Lease as
additional security for such mortgages. If any person acquires the Property
through the exercise of remedies provided in a mortgage, Tenant shall
automatically attorn to and become the tenant of the new owner of the Property,
bound by any payment of rent for more than one (1) month in advance or liable
for any act or omission of Landlord that occurred prior to the date the new
owner acquired title and possession of the Property. Upon request by any
successor owner of the Property, Tenant shall execute an instrument confirming
the attornment required by this Lease. Tenant shall peaceable and quietly hold
and enjoy the Premises for the Lease Term, without hindrance from Landlord,
subject to the terms and conditions of this Lease.

19. ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS. Within ten (10) days after a
written request by Landlord, Tenant shall deliver an estoppel certificate in a
form supplied by or acceptable to Landlord certifying any facts that are then
true with respect to this Lease, including without limitation that this Lease is
in full force and effect, that no default exists on the part of Landlord or
Tenant, that Tenant is in possession, that Tenant has commenced payment of rent,
and that Tenant claims no defenses or offsets with respect to payment of rent
under this Lease. Likewise, within ten (10) days after a written request by
Tenant, Landlord shall deliver to Tenant an estoppel certificate covering such
matters of fact with respect to Landlord's obligations under the Lease as are
reasonably requested by Tenant.

20. EVENTS OF DEFAULT BY TENANT. Each of the following constitutes an Event of
Default by Tenant (herein so called):

         (a) Tenant fails or refuses to pay any installment of Minimum Rent,
Additional Rent, or any other sum payable under this Lease when due, and the
failure or refusal continues for at least ten (10) days after the due date.

         (b) Tenant fails or refuses to comply with any provision of this Lease
not requiring the payment of money, and the failure or refusal continues for at
least thirty (30) days after written notice from Landlord; provided, however, if
any failure by Tenant to comply with this Lease cannot be corrected within such
30-day period solely as a result of nonfinancial circumstances outside of
Tenant's control, and if Tenant has commenced substantial corrective actions
within such 30-day period and is diligently pursuing such corrective actions,
such 30-day period shall be extended for such additional time as is reasonably
necessary to allow completion of actions to correct Tenant's noncompliance.

         (c) Tenant's leasehold estate is taken on execution or other process of
law in any action against Tenant.

         (d) Tenant fails or refuses to take occupancy of the Premises upon the
Commencement Date, or Tenant ceases to do business in, or abandons any
substantial part of, the Premises.

         (e) Tenant or any guarantor of this Lease files a petition under any
chapter of the United States Bankruptcy Code, as amended, or under any similar
law or statute of the United States or any state, or a petition is filed against
Tenant or any such guarantor under any such statute and not dismissed with
prejudice within thirty (30) days of filing, or a receiver or trustee is
appointed for Tenant's





                                       10
<PAGE>   12

leasehold estate or for any substantial part of the assets of Tenant or any such
guarantor and such appointment is not dismissed with prejudice within sixty (60)
days, or Tenant or any such guarantor makes an assignment for the benefit of
creditors.

21. LANDLORD'S REMEDIES. If an Event of Default by Tenant occurs, Landlord shall
be entitled then or at any time thereafter to do any one or more of the
following at Landlord's option:

         (a) Enter the Premises in accordance with local statutory requirements,
and take whatever curative actions are necessary to rectify Tenant's
noncompliance with this Lease; and in that event Tenant shall reimburse Landlord
on written demand for reasonable expenditures by Landlord to effect compliance
with Tenant's obligations under this Lease.

         (b) Terminate this Lease, in which event Tenant shall immediately
surrender possession of the Premises to Landlord, or without terminating this
Lease, terminate Tenant's right to possession of the Premises; and in either
case, Landlord may re-enter and take possession of the Premises, evict Tenant
and all parties then in occupancy or possession in accordance with applicable
law, and if permitted under applicable law, change the locks on the doors of the
Premises without making keys to the changed locks available to Tenant.

         (c) If Landlord has terminated this Lease, recover all Minimum Rent,
Additional Rent, and other sums owing and unpaid under this Lease as of the date
of termination plus damages measured by the difference in the rental value of
the Premises if this Lease had been fully performed for the balance of the term
and the rental value of the Premises following the Event of Default by Tenant
(taking into account probable remodeling, lease commission, allowance,
inducement, and other costs of reletting).

         (d) If Landlord has not terminated this Lease (whether or not Landlord
has terminated Tenant's right to possession of the Premises or actually retaken
possession), recover (in one or more suits from time to time or at any time
before or after the end of the term) all Minimum Rent, Additional Rent, and
other sums then or thereafter owing and unpaid under this Lease, together with
all costs, if any, incurred in reletting the Premises (including remodeling,
lease commission, allowance, inducement, and other reasonable costs), less all
rent, if any, actually received from any reletting of the Premises during the
remainder of the term. Landlord shall have the right following an Event of
Default by Tenant to relet the Premises on Tenant's account without terminating
the Lease, any such reletting to be on such terms as Landlord considers
reasonable under the circumstances. To the extent, in the manner, and on the
conditions permitted or required by applicable law, Landlord shall have the
option to accelerate payment of all future rent and other sums due from Tenant
to the date the Event of Default by Tenant occurred; and if Landlord actually
receives the future rent and other sums due from Tenant on such acceleration,
then to the extent necessary to avoid Landlord's retaining funds in excess of
the rent and other sums due from Tenant, Landlord shall thereafter refund to
Tenant from time to time any net proceeds of any reletting of the Premises
during the remainder of the term remaining after paying the costs of such
reletting.

         (e) Recover all costs of retaking possession of the Premises and any
other damages incidental to the Event of Default by Tenant.

         (f) Terminate all of Tenant's rights to any allowances or under any
renewal, extension, expansion, refusal, or other options granted to Tenant by
this Lease.

         (g) Exercise any and all other remedies available to Landlord at law or
in equity, including injunctive relief of all varieties.




                                       11
<PAGE>   13

If Landlord elects to retake possession of the Premises without terminating this
Lease, it may nonetheless at any subsequent time elect to terminate this Lease
and exercise the remedies provided above on termination of the Lease. Nothing
done by Landlord or its agents shall be considered an acceptance of any
attempted surrender of the Premises unless Landlord specifically so agrees in
writing. No re-entry or taking of possession of the Premises by Landlord, nor
any reletting of the Premises, shall be considered an election by Landlord to
terminate this Lease unless Landlord gives Tenant written notice of termination.

22. LANDLORD'S DEFAULT. It shall be an Event of Default by Landlord (herein so
called) only if Landlord fails to comply with any provision of this Lease and
the failure continues for at least thirty (30) days after written notice from
Tenant to Landlord (with a copy to Landlord's mortgagees if Tenant has been
notified in writing of the identities and addresses of such mortgagees);
provided, however, if any failure by Landlord to comply with this Lease cannot
be corrected within such 30-day period solely as a result of nonfinancial
circumstances outside of the control of Landlord, and if substantial corrective
actions have commenced within such 30-day period and are being diligently
pursued, such 30-day period shall be extended for such additional time as is
reasonably necessary to allow completion of actions to correct Landlord's
noncompliance.

23. TENANT'S REMEDIES. Except as otherwise provided in this Lease, in the Event
of Default by Landlord, Tenant shall be entitled to any remedies available at
law or in equity. Notwithstanding anything in this Lease to the contrary,
Landlord shall never be liable in the Event of Default by Landlord, under any
promise of indemnity in this Lease, or under any other provision of this Lease
for any loss of business or profits of Tenant or other consequential damages or
for punitive or special damages of any kind. None of Landlord's officers,
employees, agents, directors, shareholders, or partners shall ever have any
liability to Tenant under or in connection with this Lease. Tenant agrees to
look solely to Landlord's interest in the Property for the recovery of any
judgment against Landlord, and Landlord shall never be personally liable for any
judgment.

24. INDEMNIFICATION.

         (a) Tenant shall indemnify and hold Landlord and its officers,
employees, agents, directors, shareholders, and partners harmless against any
loss, liability, damage, fine or other governmental penalty, cost, or expense
(including reasonable attorneys' fees and costs of litigation), or any claim
therefor, resulting from: (i) Tenant's noncompliance with or violation of any
law, ordinance, or other governmental regulation applicable to Tenant in its use
and occupancy of the Premises; (ii) the use, generation, storage, treatment, or
transportation, or the disposal or other release into the environment, of any
Hazardous Material by Tenant or its employees, agents, or contractors in
Tenant's use and occupancy of the Premises; or (iii) injury to persons or loss
or damage to property to the extent caused by any negligent or wrongful act or
omission of Tenant or its employees, agents, and contractors, but only to the
extent the loss or damage would not be covered by property and casualty
insurance of the type and amount required to be carried by Landlord pursuant to
this Lease (whether or not actually so carried).

         (b) Landlord shall indemnify and hold Tenant and its officers,
employees, agents, directors, shareholders, and partners harmless against any
loss, liability, damage, fine or other governmental penalty, cost, or expense
(including reasonable attorneys' fees and costs of litigation), or any claim
therefor, resulting from: (i) Landlord's noncompliance with or violation of any
law, ordinance, or other governmental regulation applicable to Landlord, but
only to the extent such noncompliance or violation is not based on the use or
occupancy of the Premises by Tenant or on any other act or omission of Tenant or
its employees, agents, or contractors; (ii) the use, generation, storage,
treatment, or transportation, or the disposal or other release into the
environment, of any Hazardous Material by Landlord or its employees, agents, or
contractors; or (iii) injury to persons or loss or damage to property (other
than





                                       12
<PAGE>   14

trade fixtures or personal property owned by, or in the custody of Tenant) to
the extent caused by any negligent or wrongful act or omission of Landlord or
its employees, agents, and contractors (other than any negligent or wrongful
omission to furnish security services or equipment or any negligent or wrongful
act or omission in connection with any security services or equipment
furnished). Nothing herein shall create any liability on the part of Landlord
for any acts or omissions by other tenants or occupants of the Property or their
agents, employees, contractors, or invitees.

25. PROTECTION AGAINST LIENS. Tenant shall do all things necessary to prevent
the filing of any mechanics', materialmen's, or other type of lien or claim
against Landlord or the Property by, against, through, or under Tenant or its
contractors. If any such lien or claim is filed, Tenant shall either cause the
same to be discharged within twenty (20) days after filing, or if Tenant in its
discretion and in good faith determines that such lien or claim should be
contested and if all required consents or approvals of Landlord's mortgagee are
obtained, Tenant shall furnish such security as may be necessary to prevent any
foreclosure proceedings against the Property during the pendency of such
contest. If Tenant fails to discharge such lien or claim within such 20-day
period or fails to furnish such security, then Landlord may at its election, in
addition to any other right or remedy available to it, discharge the lien or
claim by paying the amount alleged to be due or by giving appropriate security.
If Landlord discharges or secures such lien or claim, then Tenant shall
reimburse Landlord on written demand for all sums paid and all reasonable costs
and expenses (including reasonable attorneys' fees and costs of litigation) so
incurred by Landlord.

26. HOLDING OVER. If Tenant remains in possession of any part of the Premises
after the expiration of the term of this Lease, whether with or without
Landlord's consent, Tenant shall be only a tenant at will, the monthly
installments of Minimum Rent payable during such holdover period shall be one
hundred fifty percent (150%) of the monthly installments of Minimum Rent payable
immediately preceding such expiration, and all Additional Rent and other sums
payable under this Lease shall continue to be due and payable. The acceptance of
any rent or other payments from Tenant with respect to any holdover period shall
not serve to extend the term or waive any rights of Landlord, but Landlord may
at any time refuse to accept rent or other payments from Tenant, and may
re-enter the Premises, evict Tenant and all parties then in occupancy or
possession, take possession of the Premises, and if permitted under applicable
law, change the locks on the doors of the Premises without making keys to the
changed locks available to Tenant. Tenant shall indemnify and hold Landlord
harmless against any loss, liability, damage, cost, or expense (including
reasonable attorneys' fees and costs of litigation), or any claim therefor,
related to Tenant's holding over, including liabilities to any person to whom
Landlord may have leased any part of the Premises.

27. ATTORNEYS' FEES. If an Event of Default by Tenant or an Event of Default by
Landlord occurs, the nondefaulting party shall be entitled to recover reasonable
attorneys' fees and any costs of litigation incurred in exercising and enforcing
its remedies under this Lease.

28. WAIVER. The failure of a party to insist upon the strict performance of any
provision of this Lease or to exercise any remedy for an event of default shall
not be construed as a waiver. The waiver of any noncompliance with this Lease
shall not prevent subsequent similar noncompliance from being or becoming an
event of default. No waiver shall be effective unless expressed in writing
signed by the waiving party. No waiver shall affect any condition other than the
one specified in the waiver and then only for the time and in the manner stated.
Landlord's receipt of any rent or other sums with knowledge of noncompliance
with this Lease by Tenant shall not be considered a waiver of the noncompliance.
No payment by Tenant of a lesser amount than the full amount then due shall be
considered to be other than on account of the earliest amount due. No
endorsement or statement on any check or any letter accompanying any check or
payment shall be considered an accord and satisfaction, and Landlord may accept
any check or payment without prejudice to Landlord's right to recover the
balance owing and to pursue any other available remedies.




                                       13
<PAGE>   15

29. LEASING COMMISSIONS. Each of Landlord and Tenant represents and warrants to
the other that it has not dealt with anyone claiming any entitlement to any
commission in connection with this leasing transaction except: Mike Doyle c/o
Mike P. Doyle, Inc., 1100 E. Morehead Street, Charlotte, North Carolina 28204
("Broker"). Landlord is liable for all commissions due and payable to Mike Doyle
hereunder, pursuant to a separate Commission Agreement. Each of Landlord and
Tenant agrees to indemnify and hold the other harmless against any loss,
liability, damage, cost, or expense (including reasonable attorneys' fees and
costs of litigation), or any claim therefor, for any leasing or other
commissions, fees, charges, or payments resulting from or arising out of their
respective actions in connection with this Lease except as to Broker. Landlord
shall indemnify and hold Tenant harmless against payment of any leasing
commission due Broker in connection with this Lease.

30. NOTICES. Any notice may be given by (a) depositing written notice in the
United States mail, postpaid and certified and addressed to the party at its
notification address under this Lease with return receipt requested, (b)
delivering written notice in person or by commercial messenger or overnight
private delivery service to the party at its notification address under this
Lease, or (c) by facsimile transmission of written notice to the party at its
notification address under this Lease. Unless actually received earlier, written
notice deposited in the mail in the manner described above shall be effective on
the third business day after it is so deposited, even if not received. Written
notice given in person or by commercial messenger, overnight private delivery,
or facsimile transmission in the manner described above shall be effective as of
the time of receipt at the destination address as evidenced by a receipt signed
by an employee of Tenant, by any confirmation of delivery provided by the
messenger or delivery service, or by facsimile confirmation of transmission. The
notification addresses of the parties are specified on the signature page(s) of
this Lease. Each party shall have the right to change its address by written
notice to the other party.

31. MISCELLANEOUS.

         (a) If requested by Landlord, Tenant shall furnish appropriate evidence
of the valid existence and good standing of Tenant and the authority of any
parties signing this Lease to act for Tenant. If requested by Tenant, Landlord
shall furnish appropriate evidence of the valid existence and good standing of
Landlord and the authority of any parties signing this Lease to act for
Landlord.

         (b) This document embodies the entire contract between the parties, and
supersedes all prior agreements and understandings between the parties related
to the Premises, including all lease proposals, letters of intent, and similar
documents. All representations, warranties, or agreements of an inducement
nature, if any, are merged with, and stated in this document. This Lease may be
amended only by a written instrument executed by both Landlord and Tenant.

         (c) The relationship created by this Lease is that of landlord and
tenant. Landlord and Tenant are not partners or joint venturers, and neither has
any agency powers on behalf of the other. Tenant is not a beneficiary of any
other contract or agreement relating to the Property to which Landlord may be a
party, and Tenant shall have no right to enforce any such other contract or
agreement on behalf of itself, Landlord, or any other party.

         (d) No consent or approval by Landlord shall be effective unless given
in writing signed by Landlord or its duly authorized representative. Any consent
or approval by Landlord shall extend only to the matter specifically stated in
writing.

         (e) The captions appearing in this Lease are included solely for
convenience and shall never be given any effect in construing this Lease.



                                       14
<PAGE>   16

         (f) This Lease is being executed in multiple counterparts, each of
which shall be considered an original for all purposes.

         (g) If any provision of this Lease is invalid or unenforceable, the
remainder of this Lease shall not be affected. Each separate provision of this
Lease shall be valid and enforceable to the fullest extent permitted by law.

         (h) This Lease binds not only Landlord and Tenant, but also their
respective heirs, personal representatives, successors, and assigns (to the
extent assignment is permitted by this Lease).

         (i) This Lease is governed by the laws of the state in which the
Property is located.

         (j) All references to "business days" in this Lease shall refer to days
that national banks are open for business in the city where the Property is
located. Time is of the essence of this Lease.

         (k) All references to "mortgage(s)" in this Lease shall include deeds
of trust, deeds to secure debt, other security instruments, and any ground or
other lease under which Landlord may hold title to the Property as lessee. All
references to "mortgagee(s)" in this Lease shall include trustees, secured
parties, ground or other lessors, and other parties holding any lien, security,
or other interest in the Property pursuant to any mortgage.

         (l) Any liability or obligation of Landlord or Tenant arising during or
accruing with respect to the term of this Lease shall survive the expiration or
earlier termination of this Lease, including without limitation, obligations and
liabilities relating to (i) the final adjustment of estimated installments of
Additional Rent to actual Additional Rent owed, (ii) the condition of the
Premises or the removal of Tenant's property, and (ii) indemnity and hold
harmless provisions of this Lease.

         (m) Tenant agrees not to record this Lease. Tenant may record a
memorandum of this Lease in a form approved by Landlord in writing prior to
recording provided Tenant pays all taxes, recording fees, or other governmental
charges incident to such recording. The memorandum shall not disclose the rent
payable under this Lease and shall expressly provide that it shall be of no
further force or effect after the last day of the term or on filing by Landlord
of an affidavit that this Lease has expired or been terminated. Additionally,
Tenant shall not disclose the terms of this Lease to any third party except (i)
legal counsel to Tenant, (ii) any assignee of Tenant's interest in this Lease or
sublessee of Tenant, (iii) as required by applicable law or by subpoena or other
similar legal process, or (iv) for financial reporting purposes.

         (n) Landlord has delivered a copy of this Lease solely for Tenant's
review, and such delivery does not constitute an offer to Tenant or an option
reserving the Premises. This Lease shall not be effective until a counterpart
executed by both Landlord and Tenant is delivered by Landlord to Tenant.



                                       15
<PAGE>   17



IN WITNESS WHEREOF, the parties have caused this Lease to be executed pursuant
to authority duly given as of the day and year first above written.





TENANT:                                  LANDLORD:

STUPIDPC, INC., a Georgia Corporation    AP SOUTHEAST PORTFOLIO PARTNERS, L.P.,
                                          a Delaware limited partnership

                                         By:  HIGHWOODS PROPERTIES, INC.


By:   /s/ Bart Brannon                   By:  /s/ illegible
   ---------------------------------        ---------------------------------
Title:  President                        Title:  Senior Vice President

         [SEAL]                                   [SEAL]

Witnesses to Tenant:                     Witnesses to Landlord:


/s/ Aimee M. Miners                      /s/ Melissa J. Pearce
------------------------------------     ------------------------------------
Printed Name: Aimee M. Miners            Printed Name: Melissa J. Pearce


/s/ Mary S. Klues                        /s/ Chris Ann Brotherton
------------------------------------     ------------------------------------
Printed Name: Mary S. Klues              Printed Name: Chris Ann Brotherton

TENANT'S NOTIFICATION ADDRESS:           LANDLORD'S NOTIFICATION ADDRESS:
StupidPC, Inc.                           AP Southeast Portfolio Partners, L.P.
3010-E Business Park Drive               c/o Highwoods Properties, Inc.
Norcross, Georgia 30071                  4944 Parkway Plaza Boulevard, Suite 250
Attn: _________________                  Charlotte, North Carolina 28217
Facsimile: _____________                 Attn: Manager, Lease Administration
                                         Facsimile:  (704) 357-1342

                                         COPY TO:
                                         Highwoods Properties, Inc.
                                         3100 Smoketree Court, Suite 600
                                         Raleigh, North Carolina 27604
                                         Attn: Manager, Lease Administration
                                         Facsimile: (919) 876-2448










<PAGE>   18



                                    EXHIBIT A


                       LEGAL DESCRIPTION OF BUILDING SITE

BEGINNING at a point, which point is located in the northwesternmost corner of
the property of Toyoda Automatic Loom Works, Ltd. (now or formerly) as more
particularly described in deed recorded in Deed Book 4371 at Page 907 of the
Mecklenburg County Public Registry (the "Toyoda Property") and which point is
also located in the margin of the right-of-way of Red Oak Boulevard and running
thence from the point of BEGINNING; two (2) courses and distances as follows:
(1) with the arc of a circular curve to the left, having a radius of 130 feet,
an arc distance of 123.59 feet to a point in the said margin; and (2) S.
43-51-39 W. 47.67 feet to a point in the said margin; thence N. 46-49-48 W.
260.00 feet to a point; thence N. 43-51-39 E. 20.00 feet to a point; thence N.
46-49-48 W. 279.14 feet to a point, which point is located in the northerly
margin of the property of North Carolina National Bank, Trustee for the "NCNB
Real Estate Fund: (now or formerly) as more particularly described in deed
recorded in Deed Book 4371 at Page 863 of the Mecklenburg County Public Registry
(the "NCNB Property"); thence with the said northerly margin of said NCNB
Property N. 50-25-36 E. 529.97 feet to a point; thence N. 06-38-44 E. 498.74
feet to a point; thence S. 34-30-00 E. 544.53 feet to a point; thence S.
50-00-00 E. 216.11 feet to a point which point is running thence with said
northerly margin of the Toyoda Property S. 43-10-12 W. 761.39 feet to the point
of BEGINNING, said tract containing 9.849 acres as shown on that certain
Boundary and Physical Survey dated May 13, 1981, last revised December 30, 1981,
for North Carolina National Bank, Trustee of the "NCNB Real Estate Fund" by R.B.
Pharr and Associates, Charlotte, North Carolina, N.C.R.L.S., reference to which
is hereby made.





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<PAGE>   19


                                    EXHIBIT B


                             FLOOR PLAN OF PREMISES

















                                       2
<PAGE>   20






                                    EXHIBIT C


                                   WORK LETTER

1. No later than October 15, 1999, Tenant shall submit to Landlord complete
architectural, electrical, and mechanical plans and specifications for the
construction of improvements to the Premises prepared by an architect designated
by Landlord (the "Architect"). Within five (5) days thereafter, Landlord shall
advise Tenant of any required revisions. Within five (5) days thereafter, Tenant
shall deliver to Landlord revised plans and specifications incorporating the
revisions required by Landlord. Such plans and specifications as revised in
accordance with Landlord's requirements shall constitute the "Plans" for
purposes of this Work Letter.

2. Landlord shall promptly begin construction of the improvements described in
the Plans (the "Tenant Improvements"), and shall pursue such construction with
reasonable diligence to completion. Construction of Tenant Improvements shall be
accomplished by contractors selected and employed by Landlord.

3. If the cost of constructing the Tenant Improvements exceeds Eleven Thousand
Five Hundred Dollars and 00/100 ($11,500.00) (the "Allowance"), any excess
costs shall be paid by Tenant as provided in this Work Letter. The cost of
constructing Tenant Improvements shall include (a) fees and expenses of the
Architect in connection with preparation of the Plans and construction of the
Tenant Improvements, (b) costs of labor and materials, (c) fees and other
charges payable to contractors, (d) fees to governmental authorities for
permits, inspections, and certificates of occupancy, (e) utilities during
construction, and (f) other out-of-pocket costs and expenses incurred by
Landlord that are directly related to the preparation of the Plans or the
construction of the Tenant Improvements. The estimated cost of constructing
Tenant Improvements in excess of the Allowance shall be paid by Tenant to
Landlord one half prior to commencement of construction of the Tenant
Improvements and one half at completion. Any underpayment based on such estimate
shall be paid by Tenant to Landlord within five (5) days after delivery of
Landlord's invoice to Tenant reflecting the final accounting of the cost of
constructing Tenant Improvements; and any overpayment by Tenant shall be
refunded or credited at Tenant's election against the installment(s) of Minimum
Rent first due under this Lease.

4. If Tenant requests any changes in the Plans, Tenant shall submit revised
drawings and specifications for Landlord's approval. If Landlord approves such
changes, Landlord shall incorporate such changes in the Tenant Improvements
following Landlord's receipt of a change order therefor executed by Tenant. As a
condition to Landlord's approval, Tenant shall pay Landlord in advance the
amount by which the increased cost of constructing the Tenant Improvements
attributable to such change exceeds the Allowance.

5. Substantial completion of the Tenant Improvements shall be deemed to occur on
the date the Tenant Improvements are completed in all material respects in
substantial compliance with the Plans (including any changes thereto approved by
a change order executed by Landlord and Tenant) excepting only minor finish and
touch-up work that does not interfere in any material respect with the occupancy
of the Premises by Tenant and receipt of a certificate permanent or temporary.
The date of substantial completion shall be reasonably determined by the
Architect, whose good faith determination shall be binding upon Landlord and
Tenant. After the date of substantial completion, Landlord shall proceed with
reasonable promptness to complete any minor finish and touch-up work required to
finally complete the Tenant Improvements, and Landlord shall have the right to
enter the Premises for such purposes with prior notice to Tenant and performed
in a manner not to interfere with Tenant's business.


<PAGE>   21

6. On the Commencement Date, Tenant shall pay Landlord one (1) day's Minimum
Rent (at the rate initially in effect after the Commencement Date) for each day
that (a) Tenant was late in submitting any plans or specifications or revisions
thereto, (b) construction of the Tenant Improvements was delayed by obtaining or
installing special equipment, materials, or finishes required by Tenant, (c)
construction of the Tenant Improvements was delayed by changes in the Plans
requested by Tenant, or (d) construction of the Tenant Improvements was
otherwise delayed by any act or omission of Tenant or its employees, agents, or
contractors.

7. The failure of Tenant to make any payment ten (10) days after it is due under
this Work Letter shall constitute an Event of Default by Tenant under this
Lease.


<PAGE>   22







                                    EXHIBIT E


                           ADDITIONAL RENT CALCULATION

Additional Rent for any calendar year shall equal the sum of the following
amounts:

1. Tenant's Proportionate Share of any increase in Taxes on the Property over
the amount payable therefor for the calendar year in which the Commencement Date
occurs (the "Base Year"). "Taxes" means all real estate taxes, assessments
(whether for drainage, sewage, or other public improvements), taxes on rent or
on occupancy or use of the Property, and similar governmental impositions now or
hereafter levied or assessed, whether general or special, and whether imposed by
any governmental entity or special taxing or assessment district (excluding,
however, any income, franchise, or similar tax imposed directly on Landlord or
Landlord's net income from the Property), together with all costs incurred by
Landlord in contesting same.

2. Tenant's Proportionate Share of any increase in premiums for casualty and for
liability insurance coverage carried by Landlord for the Property (including any
endorsements or additional coverages that Landlord may reasonably elect to
carry) over the amount payable therefor for the Base Year; excluding, however,
any increased premium attributable solely to a particular hazardous use of the
Property by another tenant.

3. Tenant's Proportionate Share of all costs payable by Landlord for (a)
operating and maintaining (including routine repairs and replacements) the
common areas, facilities, and equipment of the Property, including landscaping,
irrigation systems, parking and loading areas, driveways, sidewalks, exterior
lighting, common signs, garbage collection and disposal, common water, sewer,
plumbing, gas, electric facilities and equipment, common area security services
and equipment (if furnished by Landlord), and other areas, facilities, or
equipment shared by the various tenants in the Building, (b) assessments, fees,
or similar charges imposed on the Property for its share of the cost of
operating and maintaining common areas and facilities of the business park in
which the Property is located, (c) unless separately metered and payable
directly by Tenant, charges by public or private utility companies for water and
sewer usage, and (d) costs and expenses of providing accounting and bookkeeping
services with respect to the operation and maintenance of the Property. To the
extent such costs reasonably can be controlled by Landlord, Landlord shall
attempt in good faith (without litigation) to keep such costs reasonably
consistent with those of comparable properties in the same market area.

4. To the extent attributable to the Premises, the entire amount of any costs
payable by Landlord for routine mechanical maintenance and inspection of the
HVAC equipment supplying the Premises and for pest control and vermin
extermination in the Premises. Landlord shall attempt in good faith (without
litigation) to keep such costs reasonably consistent with those of comparable
properties in the same market area.

Additional Rent shall be calculated and appropriately adjusted for each calendar
year (including the Base Year) to reflect costs that would have been incurred
for a full calendar year with the entire rentable area of the Building occupied.


<PAGE>   23






                                    EXHIBIT F


                         OFFICE-WAREHOUSE BUILDING RULES

   1. Sidewalks, doorways, vestibules, halls, stairways, elevator lobbies and
other similar areas in the common areas of the Property shall not be used for
the storage of materials or disposal of trash, obstructed by tenants or others,
or used by tenants or others for any purpose other than entrance to and exit
from tenant premises.

   2. Plumbing fixtures shall be used only for the purposes for which they are
designed, and no sweepings, rubbish, rags, or other unsuitable materials shall
be disposed into them. Damage resulting to any such fixtures from misuse by a
tenant shall be the liability of said tenant.

   3. Landlord's property manager shall have the authority to approve the
proposed weight and location of any safes and heavy furniture and equipment,
which shall if determined to be necessary by Landlord's property manager, stand
on supporting devices approved by Landlord's property manager in order to
distribute the weight.

   4. Each tenant shall keep its premises neat and clean. No exterior storage of
materials, equipment, supplies, or other property shall be permitted. All trash
shall be properly disposed of in appropriate containers or receptacles.

   5. No birds, fish or other animals shall be brought into or kept in, on or
about the Building (except for seeing-eye dogs).

   6. Each tenant shall comply with all security procedures (if any) both during
business hours and after hours and on weekends. Landlord's property manager will
provide each tenant with prior notice of any such security procedures and any
changes thereto promptly. Tenants shall lock all exterior doors after working
hours.

   7. No flammable or explosive fluids or materials shall be kept or used within
the Building except in areas approved by Landlord, and each tenant shall comply
with all applicable building and fire codes relating thereto.

   8. The location of any vending machines must be approved by Landlord's
property manager.

   9. All locks for doors in each tenant's premises shall be Building Standard
except as otherwise permitted by Landlord and no tenant shall place any
additional lock or locks on any door in its premises without Landlord's property
manager's written consent. All requests for duplicate keys shall be made to
Landlord's property manager.

   10. No machinery of any kind may be operated that would overload, damage, or
otherwise exceed design capacities for the Building's mechanical, electrical,
and plumbing systems and equipment.

   11. Canvassing, peddling, soliciting and distribution of hand bills on the
Property (except for activities within a tenant's premises that involve only
such tenant's employees) is prohibited. Each tenant is requested to notify
Landlord (or Landlord's property manager) if such activities occur.

   12. Prior approval from Landlord's property manager will be required for
access to Building mechanical, telephone or electrical rooms or to the roof of
the Building by any person. No penetration of the roof of the Building shall be
allowed in any circumstances. The tenant will be responsible for

<PAGE>   24

contacting Landlord's property manager in advance for clearance of tenant
contractors. All tenants shall refer all contractors, contractors'
representatives, and installation technicians rendering any service to them to
Landlord for Landlord's supervision, approval, and control.

   13. Each tenant and their contractors are responsible for removal of trash
resulting from large deliveries or move-ins. Such trash must be removed from the
Building and Building facilities may not be used for dumping. If such trash is
not promptly removed, Landlord (or Landlord's property manager) may cause such
trash to be removed at the tenant's sole cost and expense plus a reasonable
additional charge to be determined by Landlord to cover Landlord's
administrative costs in connection with such removal.

   14. Tenants may not install, leave or store equipment, supplies, furniture or
trash in the common areas of the Property.

   15. Each tenant shall provide Landlord's property manager with names and
telephone numbers of individuals who should be contacted in an emergency.

   16. Electric current shall not be used for space heaters, cooking or heating
devices or similar appliances without Landlord's prior written permission.

   17. No vehicles shall be parked except in designated areas. No vehicles may
be stored or abandoned on the Property. All loading and unloading shall occur
only at designated loading docks or areas. All persons on the property shall
comply with traffic control and parking signs.

   18. No antennas (including microwave or satellite dish antennas) shall be
placed on the roof of the Building or elsewhere on the Property without the
prior written consent of Landlord.

Landlord reserves the right to amend and add to these rules as Landlord
considers appropriate for the safety, care, maintenance, operation, and
cleanliness of the Building, and for the preservation of good order therein. If
any of these rules directly contradicts the other terms of the Lease, such other
terms shall prevail.